[15] Separate Financial Information of Subsidiary Guarantors of Indebtedness

As discussed in Note 5 – Financial Commitments, the Company's obligation to pay principal and interest on its 7.625% senior unsecured notes due November 1, 2018, is guaranteed on a joint and several basis by substantially all of the Company's existing and future subsidiaries that guarantee obligations under the Company's Amended Credit Agreement (the "Guarantors"). The guarantees are full and unconditional and the Guarantors are 100%-owned by the Company.

The following supplemental condensed consolidating financial information reflects the summarized financial information of the Company as the issuer of the senior unsecured notes, the Guarantors and the Company's non-guarantor subsidiaries on a combined basis.

CONDENSED CONSOLIDATING BALANCE SHEET - DECEMBER 31, 2012

(In Thousands)

	Tutor				Non-
	Perini		Guarantor		Guarantor					Total
	Corporation		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	64,663	$	74,385	$	29,008		-		$	168,056
Restricted cash		30,236		8,481		-		-			38,717
Accounts receivable		177,856		1,121,098		1,088		(75,429	)		1,224,613
Costs and estimated earnings in excess of billings		111,821		377,132		152		(24,103	)		465,002
Deferred income taxes		-		15,823		-		(5,752	)		10,071
Other current assets		26,461		49,993		2,891		(3,957)			75,388
Total current assets		411,037		1,646,912		33,139		(109,241	)		1,981,847

Long-term investments		46,283		-		-		-			46,283
Property and equipment, net		64,248		416,006		4,841		-			485,095
Intercompany notes and receivables		-		493,277		-		(493,277	)		-
Other assets:
Goodwill		-		570,646		-		-			570,646
Intangible assets, net		-		126,821		-		-			126,821
Investment in subsidiaries		2,122,116		134		50		(2,122,300	)		-
Other		81,198		9,058		35,375		(39,913	)		85,718
	$	2,724,882	$	3,262,854	$	73,405	$	(2,764,731	)	$	3,296,410

LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	42,589	$	25,121		-		-		$	67,710
Accounts payable		97,834		698,015		156		(99,532	)		696,473
Billings in excess of costs and estimated earnings		95,657		206,070		34		-			301,761
Accrued expenses and other current liabilities		30,545		108,589		38,901		(9,709	)		168,326
Total current liabilities		266,625		1,037,795		39,091		(109,241	)		1,234,270

Long-term debt, less current maturities		603,371		105,922		-		(39,913	)		669,380
Deferred income taxes		102,138		7,762		-		-			109,900
Other long-term liabilities		134,874		4,122		-		-			138,996
Intercompany notes and advances payable		474,010		-		19,267		(493,277	)		-

Contingencies and commitments

Stockholders' Equity		1,143,864		2,107,253		15,047		(2,122,300	)		1,143,864
	$	2,724,882	$	3,262,854	$	73,405	$	(2,764,731	)	$	3,296,410

CONDENSED CONSOLIDATING BALANCE SHEET - DECEMBER 31, 2011

(In Thousands)

	Tutor					Non-
	Perini		Guarantor			Guarantor						Total
	Corporation		Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	134,936	$	52,492		$	16,812			-		$	204,240
Restricted cash		26,985		8,452			-			-			35,437
Accounts receivable		106,540		1,257,384			10,173			(99,066	)		1,275,031
Costs and estimated earnings in excess of billings		103,418		254,828			152			-			358,398
Deferred income taxes		-		-			-			-			-
Other current assets		53,513		48,218			2,767			(27,570	)		76,928
Total current assets		425,392		1,621,374			29,904			(126,636	)		1,950,034

Long-term investments		62,311		-			-			-			62,311
Property and equipment, net		49,343		436,921			5,113			-			491,377
Intercompany notes and receivables		9,232		705,371			(10,761	)		(703,842	)		-
Other assets:
Goodwill		-		892,602			-			-			892,602
Intangible assets, net		-		197,999			-			-			197,999
Investment in subsidiaries		2,431,150		300			50			(2,431,500	)		-
Other		13,830		9,183			20,375			(24,584	)		18,804
	$	2,991,258	$	3,863,750		$	44,681		$	(3,286,562	)	$	3,613,127

LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	36,105	$	23,854			-			-		$	59,959
Accounts payable		40,072		844,664			55			(99,066	)		785,725
Billings in excess of costs and estimated earnings		58,877		325,371			34			-			384,282
Accrued expenses and other current liabilities		39,870		123,598			27,370			(27,570	)		163,268
Total current liabilities		174,924		1,317,487			27,459			(126,636	)		1,393,234

Long-term debt, less current maturities		507,482		129,650			-			(24,584	)		612,548
Deferred income taxes		89,798		8,123			-			-			97,921
Other long-term liabilities		104,740		4,857			-			-			109,597
Intercompany notes and advances payable		714,487		(15,835	)		5,190			(703,842	)		-

Contingencies and commitments

Stockholders' Equity		1,399,827		2,419,468			12,032			(2,431,500	)		1,399,827
	$	2,991,258	$	3,863,750		$	44,681		$	(3,286,562	)	$	3,613,127

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2012

(In Thousands)

	Tutor						Non-
	Perini			Guarantor			Guarantor						Total
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Revenues	$	429,926		$	3,769,814		$	-		$	(88,269	)	$	4,111,471
Cost of operations		375,914			3,421,877			(13,183	)		(88,269	)		3,696,339

Gross profit		54,012			347,937			13,183			-			415,132

General and administrative expenses		71,983			186,831			1,555			-			260,369
Goodwill and intangible assets impairment		-			376,574			-			-			376,574

INCOME FROM CONSTRUCTION OPERATIONS		(17,971	)		(215,468	)		11,628			-			(221,811	)

Equity in earnings of subsidiaries		(225,100	)		-			-			225,100			-
Other income (expense), net		(2,603	)		382			364			-			(1,857	)
Interest expense		(40,067	)		(4,107	)		-			-			(44,174	)

Income before income taxes		(285,741	)		(219,193	)		11,992			225,100			(267,842	)

Provision for Income Taxes		20,341			(13,155	)		(4,744	)		-			2,442

NET INCOME (LOSS)	$	(265,400	)	$	(232,348	)	$	7,248		$	225,100		$	(265,400	)

Other Comprehensive Income:
Other comprehensive income of subsidiaries		620			-			-			(620	)		-
Tax adjustment on minimum pension liability		(1,610	)		-			-			-			(1,610	)
Foreign currency translation		-			382			-			-			382
Change in fair value of investments		-			238			-			-			238
Change in fair value of interest rate swap		(974	)		-			-			-			(974	)
														-
Realized loss on sale of investments recorded in net income (loss)		2,005			-			-			-			2,005
Total other comprehensive income (loss)		41			620			-			(620	)		41

Total Comprehensive Income (Loss)		(265,359	)		(231,728	)		7,248			224,480			(265,359	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

(In Thousands)

	Tutor						Non-
	Perini			Guarantor			Guarantor						Total
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenues	$	300,791		$	3,630,262		$	-		$	(214,736	)	$	3,716,317
Cost of operations		260,251			3,288,739			(13,278	)		(214,736	)		3,320,976

Gross profit		40,540			341,523			13,278			-			395,341

General and administrative expenses		64,472			160,926			1,567			-			226,965

INCOME FROM CONSTRUCTION OPERATIONS		(23,932	)		180,597			11,711			-			168,376

Equity in earnings of subsidiaries		118,521			-			-			(118,521	)		-
Other income (expense), net		5,292			(919	)		48			-			4,421
Interest expense		(32,741	)		(3,009	)		-			-			(35,750	)

Income before income taxes		67,140			176,669			11,759			(118,521	)		137,047

Provision for Income Taxes		19,008			(65,544	)		(4,363	)		-			(50,899	)

NET INCOME (LOSS)	$	86,148		$	111,125		$	7,396		$	(118,521	)	$	86,148

Other Comprehensive Income:
Other comprehensive income of subsidiaries		(534	)		-			-			534			-
Tax adjustment on minimum pension liability		(7,041	)		-			-			-			(7,041	)
Foreign currency translation		-			(733	)		-			-			(733	)
Change in fair value of investments		-			199			-			-			199
Total other comprehensive income (loss)		(7,575	)		(534	)		-			534			(7,575	)

Total Comprehensive Income (Loss)	$	78,573		$	110,591		$	7,396		$	(117,987	)	$	78,573

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2010

(In Thousands)

	Tutor						Non-
	Perini			Guarantor			Guarantor						Total
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Revenues	$	467,259		$	2,830,896		$	(1	)	$	(98,944	)	$	3,199,210
Cost of operations		372,737			2,593,529			(5,960	)		(98,944	)		2,861,362

Gross profit		94,522			237,367			5,959			-			337,848

General and administrative expenses		50,020			114,383			1,133			-			165,536

INCOME FROM CONSTRUCTION OPERATIONS		44,502			122,984			4,826			-			172,312

Equity in earnings of subsidiaries		80,606			-			-			(80,606	)		-
Other income (expense), net		(1,544	)		(690	)		(46	)		-			(2,280	)
Interest expense		(7,727	)		(2,499	)		(338	)		-			(10,564	)

Income before income taxes		115,837			119,795			4,442			(80,606	)		159,468

Provision for Income Taxes		(12,337	)		(42,072	)		(1,559	)		-			(55,968	)

NET INCOME (LOSS)	$	103,500		$	77,723		$	2,883		$	(80,606	)	$	103,500

Other Comprehensive Income:
Other comprehensive income of subsidiaries		230			-			-			(230	)		-
Tax adjustment on minimum pension liability		(3,053	)		-			-			-			(3,053	)
Foreign currency translation		-			230			-			-			230
Change in fair value of investments		-			-			-			-			-
Total other comprehensive income (loss)		(2,823	)		230			-			(230	)		(2,823	)

Total Comprehensive Income (Loss)	$	100,677		$	77,953		$	2,883		$	(80,836	)	$	100,677

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2012

(In Thousands)

	Tutor						Non-
	Perini			Guarantor			Guarantor						Total
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net (loss) income	$	(265,400	)	$	(232,348	)	$	7,248		$	225,100		$	(265,400	)

Adjustments to reconcile net (loss) income to net cash from operating activities:
Goodwill and intangible assets impairment		-			376,574			-			-			376,574
Depreciation and amortization		5,373			55,812			272			-			61,457
Equity in earnings of subsidiaries		225,100			-			-			(225,100	)		-
Stock-based compensation expense		9,470			-			-			-			9,470
Adjustment of interest rate swap to fair value		264			-			-			-			264
Deferred income taxes		(20,220	)		(5,386	)		-			-			(25,606	)
Loss on sale of investments		2,699			-			-			-			2,699
Loss on sale of property and equipment		-			316			-			-			316
Other non-cash items		(228	)		376			-			-			148
Other long-term liabilities		(2,518	)		(2,586	)		-			-			(5,104	)
Changes in other components of working capital		25,251			(268,525	)		20,593			-			(222,681	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(20,209	)		(75,767	)		28,113			-			(67,863	)

Cash Flows from Investing Activities:
Acquisition of property and equipment		(15,041	)		(26,311	)		-			-			(41,352	)
Proceeds from sale of property and equipment		364			11,395			-			-			11,759
Investment in available-for-sale securities		-			(535	)		-			-			(535	)
Proceeds from sale of available-for-sale securities		16,553			-			-			-			16,553
Change in restricted cash		(3,251	)		(29	)		-			-			(3,280	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		(1,375	)		(15,480	)		-			-			(16,855	)

Cash Flows from Financing Activities:
Proceeds from debt		688,425			-			-			-			688,425
Repayment of debt		(601,282	)		(24,840	)		-			-			(626,122	)
Business acquisition related payments		(11,462	)		-			-			-			(11,462	)
Issuance of common stock and effect of cashless
exercise		(308	)		-			-			-			(308	)
Debt issuance costs		(1,999	)		-			-			-			(1,999	)
Increase (decrease) in intercompany advances		(122,063	)		137,980			(15,917	)		-			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		(48,689	)		113,140			(15,917	)		-			48,534

Net Increase (Decrease) in Cash and Cash Equivalents		(70,273	)		21,893			12,196			-			(36,184	)
Cash and Cash Equivalents at Beginning of Year		134,936			52,492			16,812			-			204,240
Cash and Cash Equivalents at End of Year	$	64,663		$	74,385		$	29,008		$	-		$	168,056

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2011

(In Thousands)

	Tutor						Non-
	Perini			Guarantor			Guarantor						Total
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income	$	86,148		$	111,125		$	7,396		$	(118,521	)	$	86,148

Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		6,143			41,194			294			-			47,631
Equity in earnings of subsidiaries		(118,521	)		-			-			118,521			-
Stock-based compensation expense		8,818			-			-			-			8,818
Adjustment of investments to fair value		4,750			-			-			-			4,750
Excess income tax benefit from stock-based compensation		(18	)		-			-			-			(18	)
Deferred income taxes		8,054			2,800			-			-			10,854
Loss on sale of investments		10			-			-			-			10
(Gain) loss on sale of property and equipment		(142	)		(584	)		-			-			(726	)
Gain on bargain purchase		(47	)		-			-			-			(47	)
Other non-cash items		(659	)		58			-			-			(601	)
Other long-term liabilities		(9,964	)		(3,855	)		-			-			(13,819	)
Changes in other components of working capital		(18,898	)		(164,460	)		8,738			-			(174,620	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(34,326	)		(13,722	)		16,428			-			(31,620	)

Cash Flows from Investing Activities:
Acquisition, net of cash balance acquired		(341,898	)		-			-			-			(341,898	)
Acquisition of property and equipment		(24,549	)		(42,198	)		-			-			(66,747	)
Proceeds from sale of property and equipment		20			10,029			-			-			10,049
Proceeds from sale of available-for-sale securities		21,200			8,991			-			-			30,191
Change in restricted cash		(3,435	)		(3,381	)		-			-			(6,816	)
NET CASH USED BY INVESTING ACTIVITIES		(348,662	)		(26,559	)		-			-			(375,221	)

Cash Flows from Financing Activities:
Proceeds from debt		599,832			101,921			-			-			701,753
Repayment of debt		(488,592	)		(66,377	)		-			-			(554,969	)
Business acquisition related payments		(1,904	)		-			-						(1,904	)
Excess income tax benefit from stock-based
compensation		18			-			-			-			18
														-
Issuance of common stock and effect of cashless exercise		(191	)		-			-			-			(191	)
Debt issuance costs		(5,004	)		-			-			-			(5,004	)
Increase (decrease) in intercompany advances		191,609			(162,857	)		(28,752	)		-			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		295,768			(127,313	)		(28,752	)		-			139,703

Net Decrease in Cash and Cash Equivalents		(87,220	)		(167,594	)		(12,324	)		-			(267,138	)
Cash and Cash Equivalents at Beginning of Year		222,156			220,086			29,136			-			471,378
Cash and Cash Equivalents at End of Year	$	134,936		$	52,492		$	16,812		$	-		$	204,240

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2010

(In Thousands)

	Tutor						Non-
	Perini			Guarantor			Guarantor						Total
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income	$	103,500		$	77,723		$	2,883		$	(80,606	)	$	103,500

Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		5,281			25,761			292			-			31,334
Equity in earnings of subsidiaries		(80,606	)		-			-			80,606			-
Stock-based compensation expense		12,752			-			-			-			12,752
Adjustment of investments to fair value		5,520			222			-			-			5,742
Excess income tax benefit from stock-based compensation		(218	)		-			-			-			(218	)
Deferred income taxes		(3,705	)		(121	)		-			-			(3,826	)
Loss on sale of investments		312			-			-			-			312
(Gain) loss on sale of property and equipment		69			893			-			-			962
Other non-cash items		(12	)		(74	)		-			-			(86	)
Other long-term liabilities		9,932			(15,285	)		-			-			(5,353	)
Changes in other components of working capital		5,869			(116,505	)		(8,941	)		-			(119,577	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		58,694			(27,386	)		(5,766	)		-			25,542

Cash Flows from Investing Activities:
Acquisition, net of cash balance acquired		(30,924	)		-			-			-			(30,924	)
Acquisition of property and equipment		(6,186	)		(18,781	)		(233	)		-			(25,200	)
Proceeds from sale of property and equipment		2			1,809			-			-			1,811
Proceeds from sale of available-for-sale securities		7,066			-			-			-			7,066
Change in restricted cash		(23,550	)		-			-			-			(23,550	)
NET CASH USED BY INVESTING ACTIVITIES		(53,592	)		(16,972	)		(233	)		-			(70,797	)

Cash Flows from Financing Activities:
Proceeds from issuance of senior unsecured notes, net of debt discount		297,774			-			-			-			297,774
Proceeds from debt		2,463			4,340			-			-			6,803
Repayment of debt		(13,126	)		(17,246	)		(5,388	)		-			(35,760	)
Business acquisition related payments		(2,270	)		(3,734	)		-						(6,004	)
Purchase of common stock under share repurchase program		(39,391	)		-			-			-			(39,391	)
Common stock dividend paid		(47,090	)		-			-			-			(47,090	)
Excess income tax benefit from stock-based compensation		218			-			-			-			218
Issuance of common stock and effect of cashless exercise		(325	)		-			-			-			(325	)
Debt issuance costs		(7,901	)		-			-			-			(7,901	)
Increase (decrease) in intercompany advances		(239,469	)		222,696			16,773			-			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		(49,117	)		206,056			11,385			-			168,324

Net Increase (Decrease) in Cash and Cash Equivalents		(44,015	)		161,698			5,386			-			123,069
Cash and Cash Equivalents at Beginning of Year		266,171			58,388			23,750			-			348,309
Cash and Cash Equivalents at End of Year	$	222,156		$	220,086		$	29,136		$	-		$	471,378