EX-99.1 2 dex991.htm PRESENTATION SLIDES TO BE DISCUSSED DURING INVESTOR CONFERENCE CALL ON 4/3/08 Presentation slides to be discussed during investor conference call on 4/3/08
Combination with
Tutor-Saliba
April 3, 2008
Exhibit 99.1


1
Forward-looking Statements
This
press
release
contains
forward-looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
including,
but
not
limited
to,
statements
relating
to
timing
of
and
satisfaction
of
conditions
to
the
merger,
whether
any
of
the
anticipated
benefits
of
the
merger
will
be
realized,
including
future
revenues,
future
net
income,
future
cash
flows,
future
competitive
positioning
and
business
synergies,
future
acquisition
cost
savings,
future
expectations
that
the
merger
will
be
accretive
to
GAAP
and
cash
earnings
per
share,
future
market
demand,
future
benefits
to
stockholders,
future
debt
payments
and
future
economic
and
industry
conditions.
Words
such
as
“expect”,
“estimate”,
“project”,
“budget”,
“forecast”,
“anticipate”,
“intend”,
“expect”,
“plan”,
“may”,
“will”,
“could”,
“should”,
“believe”,
“predict”,
“potential”,
“continue”
and
similar
expressions
are
also
intended
to
identify
forward-looking
statements.
The
companies
believe
that
their
expectations
are
reasonable
and
are
based
on
reasonable
assumptions.
However,
such
forward-looking
statements
by
their
nature
involve
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
the
results
predicted
or
implied
by
the
forward-
looking
statement.
The
potential
risks
and
uncertainties
include,
but
are
not
limited
to:
potential
difficulties
that
may
be
encountered
in
integrating
the
merged
businesses;
the
ability
to
integrate
the
businesses
in
a
timely
and
cost-efficient
manner;
the
ability
to
realize
the
expected
synergies
resulting
for
the
transaction
in
the
amounts
or
in
the
timeframe
anticipated;
potential
uncertainties
regarding
market
acceptance
of
the
combined
company,
uncertainties
as
to
the
timing
of
the
merger,
approval
of
the
transaction
by
the
stockholders
of
the
companies
and
the
satisfaction
of
other
closing
conditions
to
the
transaction,
including
the
receipt
of
regulatory
approvals;
competitive
responses
to
the
merger;
an
economic
downturn;
changes
in
the
each
company’s
book
of
business;
the
effects
of
disruption
from
the
transaction
making
it
more
difficult
to
maintain
relationships
with
employees,
customers,
other
business
partners
or
government
entities;
each
company’s
compliance
with
government
contract
procurement
regulations;
each
company’s
ability
to
procure
government
contracts;
each
company’s
reliance
on
government
appropriations,
the
ability
of
the
government
to
unilaterally
terminate
either
company’s
contracts;
each
company’s
ability
to
make
accurate
estimates
and
control
costs;
each
company’s
ability
to
win
or
renew
contracts;
each
company’s
and
its
partners’
ability
to
bid
on,
win
perform
and
renew
contracts
and
projects;
environmental
issues
and
liabilities;
liabilities
for
pending
and
future
litigation,
the
impact
of
changes
in
laws
and
regulations;
a
decline
in
defense
spending;
industry
competition;
each
company’s
ability
to
attract
and
retain
key
individuals;
employee,
agent
or
partner
misconduct;
risks
associated
with
changes
in
equity-based
compensation
requirements;
each
company’s
leveraged
position
and
ability
to
service
its
debt;
risks
associated
with
international
operations;
business
activities
in
high
security
risk
countries;
third
party
software
risks;
terrorist
and
natural
disaster
risks;
each
company’s
relationships
with
its
labor
unions;
each
company’s
ability
to
protect
its
intellectual
property
rights;
anti-takeover
risks
and
other
factors
discussed
more
fully
in
Perini’s
Form
10-K
for
its
year
ended
December
31,
2007
as
well
as
in
the
Proxy
Statement
of
Perini
to
be
filed,
and
other
reports
subsequently
filed
from
time
to
time,
with
the
Securities
and
exchange
Commission.
These
forward-
looking
statements
represent
only
Perini’s
current
intentions,
beliefs
or
expectations,
and
any
forward-looking
statement
speaks
only
as
of
the
date
on
which
it
was
made.
Perini
assumes
no
obligation
to
update
any
forward-looking
statements.


2
Additional Information
In
connection
with
the
proposed
transaction,
Perini
will
file
with
the
Securities
and
Exchange
Commission
a
proxy
statement
and
will
mail
proxy
statements
to
its
shareholders.
Shareholders
are
encouraged
to
read
the
proxy
statement
regarding
the
proposed
transaction
when
it
becomes
available
because
it
will
contain
important
information.
Shareholders
will
be
able
to
obtain
a
free
copy
of
the
proxy
statement,
as
well
as
other
filings
made
by
Perini
regarding
Perini,
Tutor-Saliba
and
the
proposed
transaction,
without
charge,
at
the
Securities
and
Exchange
Commission’s
Internet
site
(http://www.sec.gov).
In
addition,
shareholders
may
obtain
free
copies
of
the
documents
filed
with
the
SEC
by
Perini
by
contacting
Perini’s
Investor
Relations
at
310-477-9800.
You
may
also
find
information
about
the
merger
transaction
at
www.perini.com
Perini,
Tutor-Saliba
and
their
directors
and
executive
officers
may
be
deemed
participants
in
the
solicitation
of
proxies
from
the
stockholders
of
Perini
in
connection
with
the
proposed
transaction.
Information
regarding
the
special
interests
of
these
directors
and
executive
officers
in
the
proposed
transaction
will
be
included
in
the
proxy
statement
of
Perini
described
above.
Additional
information
regarding
the
directors
and
executive
officers
of
Perini
is
also
included
in
Perini’s
proxy
statement
for
its
2007
Annual
Meeting
of
Stockholders,
which
was
filed
with
the
SEC
on
April
17,
2007.
These
documents
are
available
free
of
charge
at
the
SEC’s
web
site
at
www.sec.gov
and
from
Investor
Relations
at
Perini
as
described
above.


3
Company Participants
Mike Klein, Chairman of the Special Committee
Ronald Tutor, Chairman & CEO
Robert Band, President & COO
Ken Burk, Sr. Vice President and CFO


4
Transaction Overview
Purchase Price &
Consideration
100% stock consideration
Issuance of 23.0 million Perini shares to Tutor-Saliba
Assumption
of
estimated
net
debt
of
$10
million
(1)
Pro Forma Ownership
55% Perini Corporation (“Perini") shareholders
45% Tutor-Saliba Corporation (“Tutor-Saliba") shareholders
Pro
Forma
Impact
Expected to be accretive to diluted EPS in first full fiscal year of
combined operations
Approvals Required
Standard regulatory and government approvals
Perini shareholder approval
Board of Directors
Tutor-Saliba to nominate two new directors (one to be
appointed at a later date); Board will initially consist of 10
directors
Expected Closing
Q3 2008
Other Terms
All shares controlled by Ron Tutor locked-up for 6 months and
70% locked-up for the longer of 5 years or until below 20%
Discretionary voting for 20% of Perini shares controlled by Ron
Tutor; other shares controlled by Ron Tutor voted in proportion
with Perini shareholders
Tax Implications
Tax free for all Perini shareholders
(1)  Estimated assumed indebtedness, net of cash, at closing


5
Transaction Rationale
Highly Complementary Business Models
Accelerates Perini’s Growth Profile
Enhances Leadership Positions in Key Growth Markets
Increases Size, Scale and Diversity
Maintains Existing Strong Financial Position
Presents Attractive Synergy Opportunities
Creates the premier publicly traded civil and commercial
construction services firm in the US


6
0
5
10
15
20
25
30
35
40
1977
1980
1985
1990
1995
2000
2005
Present
0
500
1,000
1,500
2,000
2,500
3,000
3,500
Cummulative JV Project Value
Cummulative Number of JV Projects
Perini and Tutor-Saliba –
a History of Partnership
Successful partnership since 1977
Completed
over
35
projects
as
JV
partners
with
aggregate
project
value
of
over
$3
billion
History of significant profitability as a partnership with an average gross profit
margin of approximately 6%
1997: Ron Tutor
joins Perini as
COO and
Director
2000: Ron
Tutor becomes
Perini’s CEO
and Chairman
1987: $176 million
Lexington Ave JV
1996: $248
million SFO Intl
Terminal JV
2001: $317
million Jamaica
Station JV


7
Highly Complementary Business Models
Leading commercial contractor in
gaming and hospitality; leading
healthcare contractor in California
Highly-respected brand in Eastern
U.S. civil construction
Leading U.S government contractor
with worldwide urgent response and
remote capabilities
Predominantly private client base
Highly scalable business model with
subcontractor relationships and
alliances
Contributes additional resources,
experience and relationships in Las
Vegas
Leading Western U.S. civil
contractor
Leading contractor in Guam with a
highly defensible market position
and attractive market opportunity
Significant public works success
and experience
Integrated business model with
significant self perform capabilities


8
Tutor-Saliba Overview
60
year
history
of
providing
civil
infrastructure
and
commercial
construction
services to government and private sector clients
Focused on delivering large, complex projects in the range of $100 million
to in excess of $1 billion
Well positioned in key growth markets
Civil infrastructure
Gaming and hospitality
Guam
Leading presence in
California
Nevada
Guam
Expected
FY2008
revenue
and
operating
income
of
$1.4
$1.5
billion
and
$85 –
$95 million, respectively
2,200 employees as of 12/31/07


9
Tutor-Saliba Segment Overview
Domestic Civil
Domestic Commercial
International
Focused on the construction,
repair and replacement of
public infrastructure
Strong presence in
California
Focused on hospitality and
gaming construction
services end-market
A leader in the California
and Nevada markets
Focused on delivering civil
and commercial construction
services in Guam, primarily
to the U.S. military
#1 private employer in Guam
with substantial local
infrastructure
Wynn Encore, Las Vegas
$1.3 billion
Home Depot, Guam
$22 million
I-80, San Francisco
$250 million
UCLA Westwood Hospital, Los Angeles
$540 million
LAX Runway and Taxiway Improvements
$260 million
British Embassy, Manila
$19 million


10
1.2
1.4-1.5
1.9-2.0
2007A
2008E
2009E
60
150 -170
90-100
2007A
2008E
2009E
55
145-165
85-95
2007A
2008E
2009E
5%
6%
8%
2007A
2008E
2009E
Expected Tutor-Saliba Financial Performance
Revenue ($bn)
EBITDA ($mm)
Operating Profit ($mm)
Operating Profit Margin (%)
~
~


11
Integrated Construction Services Provider
Pre-Construction
Services
Commercial
Construction
Civil
Construction
Pre-Construction
Services
Civil
Construction
International
Contracting
Commercial
Construction
International
Contracting
Tutor-Saliba brings a similar integrated approach to contracting,
while adding additional self-performance service capabilities
Electrical
Mechanical /
Plumbing
Aggregates


12
Accelerated Growth Profile
Tutor-Saliba’s resource pool and relationships will allow Perini to
continue to expand in gaming and hospitality construction,
particularly in Las Vegas
Expanded self-performance capabilities enables the combined
company to capture a greater share of higher margin work
Increased exposure to the California and Nevada civil
infrastructure opportunity
Industry-leading combined bonding capacity provides new project
opportunities and expansion of JV relationships
Leading
contractor in rapidly growing Guam construction market
The combination with Tutor-Saliba positions Perini
to accelerate our earnings growth


13
Enhances Leadership
Positions in Key Growth Markets
Broadens U.S. footprint and adds significant execution expertise
U.S. public infrastructure spending is expected to remain strong,
supported by the $286 billion SAFETEA-LU Act
California and New York, two of the combined company’s core
markets, have recently issued nearly $50 billion of new bond issues
to fund public infrastructure projects
Civil
International
Expands International opportunity set through Tutor-Saliba’s
leading
market position in Guam
More than $15 billion of expected infrastructure investment in
Guam by 2014; predominantly self performed work utilizing existing
local infrastructure and labor force
Source:  U.S. Department of Transportation, Nevada Gaming Commission
Commercial
Adds capacity, relationships and self performance capabilities to
Perini’s leading commercial construction franchise
Over $17 billion of gaming and hospitality projects targeted to be
awarded by 2009
Non-residential construction expected to grow 15% to $1.33 trillion
by 2011; focus on education, healthcare and industrial


14
Perini Backlog
Tutor-Saliba Backlog
Total Targeted Projects
Significant Pro Forma
Backlog and Targeted Projects
The combined company will have approximately $50 billion in
combined backlog and near-term targeted projects
Over $40 billion of targeted
projects 2008 and 2009
$9 billion of backlog as of 12/31/07


15
Increases Size, Scale and Diversity
Source: public filings and Engineering News Record estimates
(1)     Based on most recent fiscal year revenue
Substantially expands revenue, EBITDA, backlog and new
business opportunities
Creates largest US-listed civil and commercial general
contractor
(1)
Adds geographic diversity
Augments U.S. Building and Civil footprint, while expanding
international presence
Leadership positions in the Northeast, Southeast and
Southwest
regions
Extends customer base by adding key new public and private
relationships
Enhances service portfolio and self performance capabilities


16
The Civil Opportunity
Tutor-Saliba has a long, demonstrated history of consistent profitability on
civil projects
~15% average gross margin over last 10 years
Opportunity to enhance and stabilize Perini Civil margins
Substantial management depth in Tutor-Saliba
Civil
Opportunity to leverage / share resources and best practices
Tutor-Saliba’s management will lead the combined civil business
Combined
size
and
scale,
and
one
of
the
largest
equipment
fleets
in
the
U.S., enhances ability to compete and execute the largest civil projects in
the U.S.
Significant enhanced national footprint
Substantial combined surety bonding capacity
Provides capability for larger civil book of business and expanded JV
relationships


17
Attractive Synergy Opportunities
Share best practices and leverage management resources
Utilize Perini’s hospitality/gaming platform
Leverage Tutor-Saliba’s superior civil platform
Bring PMSI management and resources to Tutor-Saliba’s
Guam
operation
Increased capabilities in higher margin self-perform
Electrical and mechanical services, manufacturer of both
concrete and aggregates
Corporate executive presence relocated to Las Vegas in 2009 and
will target enhanced efficiencies of scale


18
Integration Plan
Jointly developed integration plan utilizing best practices from
both companies
Consolidate corporate offices and co-locate executive
management team
Tutor-Saliba gaming and hospitality integrated into Perini platform
Perini civil led by Tutor-Saliba’s management
Guam operations led by PMSI management
Seamless integration due to history of JV
cooperation and history of successful acquisitions


19
History of Successful Acquisitions
Acquired in January 2003
$98 million in revenue when acquired,
growing to $297 million in 2007
Improved position in education and
municipal construction end-markets in
Florida
Enhanced diversity of geographic
presence building segment
Acquired in October 2005
$697 million in revenue when
acquired, growing to $1.25 billion in
2007
Expanded position in corporate
campuses and healthcare,
pharmaceutical, biotech, and high-
tech projects
Successful transitioned into Native
American hospitality and gaming
related construction
James A. Cummings, Inc.
Acquired in January 2005
Expanded equipment fleet on the East
coast
Strengthened civil construction
capabilities in the Mid-Atlantic


20
Strong Financial Position
1,946
73
624
$510
Estimated
Pro Forma
12/31/07
Market Capitalization
(2)
Debt
Liquidity
(1)
Cash and Cash Equivalents
($ in millions)
Substantial pro forma liquidity
6% total debt / total capitalization
Enhanced access to surety bonding
(1)  Cash and unfunded revolving credit facility
(2)  As of April 1, 2008


21
Financial Highlights & Guidance
The transaction is expected to be slightly dilutive to FY2008 EPS and
accretive to the first full fiscal year (FY2009) diluted EPS
Reiterate
FY2008
guidance
of
$3.50
$3.75
for
combined
company
Initiate
FY2009
revenue
and
EPS
guidance
of
$7.3
$7.8
billion
and
$4.00 –
$4.20, respectively
Expected
combined
EPS
growth
between
10%
20%
for
FY2010
Full Year 2008E
~3%
$150 –
$165
$5.0 –
$5.4
Perini
~6%
$85 –
$95
$1.4 –
$1.5
Tutor-Saliba
Operating Margin (%)
Operating Profit ($mm)
Revenue ($bn)


22
The Combined Perini Tutor-Saliba
$9 billion pro forma backlog and $40 billion of targeted projects
Pre-eminent gaming and hospitality contractor
Leading and profitable civil construction services provider
Expanded international platform with compelling growth profile
Strong financial position and industry-leading access to surety
bonding
Attractive growth opportunities
Focused, experienced management team with significant depth
The
combination
of
Perini
and
Tutor-Saliba
creates
the premier publicly traded civil and commercial
construction services firm in the US


23
Q&A