8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2008

Perini Corporation

(Exact name of registrant as specified in its charter)

Massachusetts	1-6314	04-1717070
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

73 Mt. Wayte Avenue, Framingham, MA 01701

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (508) 628-2000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K (this “Form 8-K/A”) of Perini Corporation (the “Company”), which was originally filed with the Securities and Exchange Commission on September 11, 2008 (the “Form 8-K”), is being filed solely to include the financial statements and pro forma financial information required by Item 9.01 which was excluded from the Form 8-K pursuant to Items 9.01(a) and 9.01(b). These financial statements and pro forma financial information were included in the Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on August 6, 2008. Except as described in this Explanatory Note, no other information in the Form 8-K is modified or amended hereby. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The following audited consolidated financial statements of Tutor-Saliba and its subsidiaries are included in this Form 8-K/A as Exhibit 99.1 and incorporated herein by reference in this Item 9.01:

Independent Auditors’ Report

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2007, 2006 and 2005

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

Notes to Consolidated Financial Statements

The following unaudited consolidated financial statements of Tutor-Saliba and its subsidiaries are included in this Form 8-K/A as Exhibit 99.2 and incorporated herein by reference in this Item 9.01:

Consolidated Balance Sheet as of March 31, 2008

Consolidated Statements of Income for the three months ended March 31, 2008 and 2007

Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2008

Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007

Notes to Consolidated Financial Statements

(b) Pro forma financial information.

The following unaudited pro forma condensed combined financial statements are included in this Form 8-K/A as Exhibit 99.3 and incorporated herein by reference in this Item 9.01:

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2008

Unaudited Pro Forma Condensed Combined Statement of Income for the three months ended March 31, 2008

Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 31, 2007

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Independent Auditors – filed herewith.
99.1	Audited consolidated financial statements of Tutor-Saliba and its subsidiaries as of December 31, 2007 and 2006, and for the years ended December 31, 2007, 2006 and 2005 – filed herewith.
99.2	Unaudited consolidated financial statements of Tutor-Saliba and its subsidiaries as of and for the three months ended March 31, 2008 – filed herewith.
99.3	Unaudited pro forma condensed combined financial statements as of and for the three months ended March 31, 2008, and for the year ended December 31, 2007 – filed herewith.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on October 15, 2008.

Perini Corporation
/s/ Kenneth R. Burk
By:	Kenneth R. Burk
Its:	Senior Vice President and Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-40370, 333-116362 and 333-138411, on Form S-8 of our report dated April 25, 2008 (May 28, 2008, as to the effects of discontinued operations discussed in Note 14), relating to the consolidated financial statements of Tutor-Saliba Corporation and subsidiaries as of December 31, 2007 and 2006 and each of the three years in the period ended December 31, 2007 (which report expressed an unqualified opinion and included an explanatory paragraph related to the change in method of reporting investments in construction joint ventures) appearing in this Current Report on Form 8-K/A Amendment No. 1 of Perini Corporation.

/s/ Deloitte & Touche LLP

Los Angeles, California

October 15, 2008

EX-99.1

Exhibit 99.1

Tutor-Saliba Corporation

and Subsidiaries

Consolidated Financial Statements as of

December 31, 2007 and 2006, and for the

Years Ended December 31, 2007, 2006 and 2005, and

Independent Auditors’ Report

1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Tutor-Saliba Corporation

Sylmar, CA

We have audited the accompanying consolidated balance sheets of Tutor-Saliba Corporation and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, in 2007, the Company changed its method of reporting its interests in construction joint ventures in the consolidated balance sheets and consolidated statements of cash flows from the equity method of accounting to the proportionate consolidation method and, retrospectively, adjusted the 2006 and 2005 consolidated financial statements for the change.

/s/Deloitte and Touche LLP

Los Angeles, California

April 25, 2008 (May 28, 2008, as to the effects of discontinued operations discussed in Note 14)

2

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	192,802,901	$	37,575,733
Restricted cash		24,000,000
Marketable securities				93,424,299
Receivables		223,216,615		175,091,118
Unbilled work		29,018,934		19,280,817
Advances to related parties				4,595,513
Advances to affiliates		108,079		342,570
Inventory		2,478,893		1,374,194
Deferred income taxes		192,896		158,245
Other current assets		6,896,448		6,971,790
Total current assets		478,714,766		338,814,279
Property and equipment, net of depreciation		100,491,769		85,972,239
Noncurrent assets:
Minority interest receivable		13,172,309		13,389,225
Goodwill		2,694,467
Identified intangible asset, net		2,929,157
Other assets		3,490,326		3,581,319
Total noncurrent assets		22,286,259		16,970,544
Total assets	$	601,492,794	$	441,757,062
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	12,074,077	$	17,261,589
Accounts and subcontracts payable		236,970,144		122,937,180
Accrued liabilities		22,840,295		23,278,006
Advances from affiliates		523,948		576,200
Deferred contract revenue		56,229,238		47,476,186
Income taxes payable		2,536,311		399,805
Total current liabilities		331,174,013		211,928,966
Noncurrent liabilities:
Long-term debt, less current maturities		53,616,849		60,220,891
Deferred income taxes		1,311,424		2,176,016
Other long-term liabilities		3,760,165		5,718,689
Total noncurrent liabilities		58,688,438		68,115,596
Total liabilities		389,862,451		280,044,562
Other commitments and Contingencies (Note 12)
Shareholders’ equity:
Capital stock, no par value: authorized 1,000,000 shares:
issued and outstanding 900,043 shares		6,756,510		6,756,510
Additional paid-in capital		11,075,563		11,075,563
Accumulated other comprehensive income		144,570		38,901,604
Retained earnings		193,653,700		104,978,823
Total shareholders’ equity		211,630,343		161,712,500
Total liabilities and shareholders’ equity	$	601,492,794	$	441,757,062

See notes to consolidated financial statements.

3

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
	2007			2006			2005
REVENUE:
Construction revenue	$	1,150,872,378		$	513,445,293		$	386,755,250
Sales revenue		951,470			1,011,730			834,753
Total revenue		1,151,823,848			514,457,023			387,590,003
COST OF REVENUES:
Cost of construction revenue		1,061,735,990			484,735,017			370,825,774
Amortization of intangible asset		1,230,843
Cost of sales revenue		636,155			699,114			508,692
Total cost of revenues		1,063,602,988			485,434,131			371,334,466
Gross profit		88,220,860			29,022,892			16,255,537
Gain on sale of property and equipment		(446,325	)		(453,750	)		(7,523,793	)
Cost of contract litigation settlement								14,651,537
General and administrative expenses		36,237,164			26,823,295			26,352,043
Income (loss) from operations		52,430,021			2,653,347			(17,224,250	)
OTHER INCOME (EXPENSES):
Interest and other income		6,076,770			3,474,082			2,772,034
Net gain on sale of marketable securities		94,104,632			8,882,610			21,370,376
Gain on derivative								16,936,063
Interest expense		(4,196,814	)		(5,256,848	)		(3,414,423	)
Other expense		(975,656	)		(877,607	)		(574,092	)
Total other income, net		95,008,932			6,222,237			37,089,958
Income before minority interest and income taxes		147,438,953			8,875,584			19,865,708
Provision for income taxes		4,399,231			1,662,632			848,849
Income before minority interest		143,039,722			7,212,952			19,016,859
Minority interest		(110,705	)		(40,268	)		(16,103	)
INCOME FROM CONTINUING OPERATIONS		142,929,017			7,172,684			19,000,756
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations before minority interest and income taxes		337,053			(177,668	)		392,660
Provision for income taxes		4,798			3,875			4,869
Income (loss) before minority interest		332,255			(181,543	)		387,791
Minority interest		(106,211	)		145,773			1,019,238
INCOME (LOSS) FROM DISCONTINUED OPERATIONS		226,044			(35,770	)		1,407,029
NET INCOME	$	143,155,061		$	7,136,914		$	20,407,785

See notes to consolidated financial statements.

4

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Capital Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income			Retained Earnings			Total
BALANCE AT JANUARY 1, 2005	$	6,756,510	$	11,075,563	$	25,848,752		$	116,267,696		$	159,948,521
Comprehensive income:
Net income									20,407,785			20,407,785
Other comprehensive income:
Realized holding gains on marketable securities (net of tax of $(320,555))						(21,049,820	)					(21,049,820	)
Unrealized holding gains arising during the period on marketable securities (net of tax of $309,874)						20,348,419						20,348,419
Foreign currency translation adjustments (net of tax of $27,185)						52,771						52,771
Total comprehensive income						(648,630	)		20,407,785			19,759,155
Distributions to shareholder									(14,768,598	)		(14,768,598	)
BALANCE AT DECEMBER 31, 2005		6,756,510		11,075,563		25,200,122			121,906,883			164,939,078
Comprehensive income:
Net income									7,136,914			7,136,914
Other comprehensive income:
Realized holding gains on marketable securities (net of tax of $(133,239))						(8,749,371	)					(8,749,371	)
Unrealized holding gains arising during the period on marketable securities (net of tax of $344,599)						22,628,669						22,628,669
Foreign currency translation adjustments (net of tax of $(91,602))						(177,816	)					(177,816	)
Total comprehensive income						13,701,482			7,136,914			20,838,396
Distributions to shareholder									(24,064,974	)		(24,064,974	)
BALANCE AT DECEMBER 31, 2006		6,756,510		11,075,563		38,901,604			104,978,823			161,712,500
Comprehensive income:
Net income									143,155,061			143,155,061
Other comprehensive income:
Realized holding gains on marketable securities (net of tax of $(1,411,569))						(92,693,063	)					(92,693,063	)
Unrealized holding gains arising during the period on marketable securities (net of tax of $814,393)						53,478,482						53,478,482
Foreign currency translation adjustments (net of tax of $235,706)						457,547						457,547
Total comprehensive income						(38,757,034	)		143,155,061			104,398,027
Distributions to shareholders									(54,480,184	)		(54,480,184	)
BALANCE AT DECEMBER 31, 2007	$	6,756,510	$	11,075,563	$	144,570		$	193,653,700		$	211,630,343

See notes to consolidated financial statements.

5

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2007			2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	143,155,061		$	7,136,914		$	20,407,785
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		6,558,732			5,389,887			4,426,815
Amortization of intangible asset		1,230,843
Net gain from sale of property and equipment		(446,325	)		(406,312	)		(8,330,437	)
Net gain on sale of marketable securities		(94,104,632	)		(8,882,610	)		(21,370,376	)
Gain on derivative								(16,936,063	)
Deferred income taxes		(302,067	)		491,828			(135,911	)
Minority interest in consolidated subsidiaries		216,916			(105,505	)		(1,003,135	)
Increase (decrease) in cash attributed to changes in operating assets and liabilities:
Receivables		(58,982,923	)		(59,122,930	)		21,146,222
Inventory		(1,104,699	)		(381,115	)		158,479
Other assets		(140,464	)		350,900			(4,807,720	)
Advances from (to) joint ventures partners, net		182,240			(234,845	)		957,325
Advances from (to) related parties		2,097,251			(677,465	)
Unbilled work		1,577,606			2,190,316			1,803,003
Accounts payable and other liabilities		111,195,217			9,385,058			4,773,308
Deferred contract revenue		4,104,487			16,042,428			5,165,181
Net cash provided by (used in) operating activities		115,237,243			(28,823,451	)		6,254,476
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment		4,585,364			2,808,988			13,186,680
Proceeds from sales of marketable securities		147,717,224			21,248,000			29,274,460
Purchases of property and equipment		(23,815,351	)		(22,138,835	)		(6,748,292	)
Increase in restricted cash		(24,000,000	)
Advances to related parties		(173,728	)		(1,309,664	)		(511,565	)
Cash acquired from acquisition		83,494
Net cash provided by investing activities		104,397,003			608,489			35,201,283
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		18,514,200			29,093,397			4,620,477
Principal payments of long-term debt		(21,113,084	)		(9,108,310	)		(17,831,050	)
(Paydown) draw on line of credit		(10,000,000	)		10,000,000
Distributions to shareholders		(51,808,194	)		(20,003,774	)		(14,768,598	)
Net cash (used in) provided by financing activities		(64,407,078	)		9,981,313			(27,979,171	)
Net increase (decrease) in cash and cash equivalents		155,227,168			(18,233,649	)		13,476,588
Cash and cash equivalents at beginning of year		37,575,733			55,809,382			42,332,794
Cash and cash equivalents at end of year	$	192,802,901		$	37,575,733		$	55,809,382
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	6,274,740		$	10,772,006		$	5,298,228
Income taxes	$	2,633,810		$	1,628,682		$	648,021
NONCASH INVESTING AND FINANCING ACTIVITIES:
Marketable securities distributed to shareholder	$	—		$	4,061,200		$	—
Advances to related parties distributed to shareholder	$	2,671,990		$	—		$	—
Capitalized lease obligation incurred for transportation equipment	$	521,234		$	1,260,566		$	375,677
Refinancing of long-term debt on equipment	$	—		$	10,923,122		$	—
Unrealized holding gains on marketable securities	$	53,478,482		$	22,628,669		$	20,348,419
Accrued liabilities incurred from purchase of marketable securities	$	—		$	—		$	19,682,351
Receivable arising from sale of marketable securities	$	12,678,428		$	—		$	4,391,165

See notes to consolidated financial statements.

6

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

Nature of Business:

Tutor-Saliba Corporation was incorporated in 1981 as a successor to businesses that had been providing construction services since 1949. Tutor-Saliba Corporation and its majority-owned subsidiaries (the “Company”) provide diversified general contracting, design-build, and preconstruction services to public agencies and private clients. The Company’s construction business is conducted through three basic segments or operations: domestic civil, domestic building, and international. The Company focuses on large, complex construction projects in the civil infrastructure and commercial building sectors. The Company manages all aspects of these construction projects and directly performs many significant construction specialties, including concrete forming and placement, site excavation, structural steel erection and electrical and mechanical services. The Company provides these services by using traditional general contracting arrangements, such as fixed price, guaranteed maximum price, and cost plus fee contracts.

In an effort to limit its financial and/or operational risk on certain of its larger and more complex projects, the Company participates in construction joint ventures, often as the sponsor or manager of the project, for the purpose of bidding and, if awarded, providing the agreed-upon construction services. Each joint venture participant usually agrees in advance to provide a predetermined percentage of capital, as required, and to share in the same percentage of profit or loss on the project.

Principles of Consolidation:

The consolidated financial statements include the accounts of Tutor-Saliba Corporation and its majority-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Prior to 2007, The Company’s noncontrolling interests in construction joint ventures were accounted for on the equity method in the consolidated balance sheets and on the proportionate consolidation method in the consolidated statements of income. Beginning in 2007, construction joint venture interests are accounted for using the proportionate consolidation method in the consolidated balance sheets, as well as the consolidated statements of income, whereby the Company’s proportionate share of each joint venture’s assets, liabilities, revenues, and cost of operations are included in the appropriate classifications in the consolidated financial statements. The Company believes the change, which results in presenting all joint venture activity using a consistent methodology in both the consolidated balance sheets and consolidated statements of income, is preferable.

7

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

The change had no impact on the consolidated statements of income for any period presented. Although the change impacted various classifications within the consolidated balance sheets and consolidated statements of cash flows, there was no impact to shareholders’ equity. Consolidated balance sheets and consolidated statements of cash flows have been retrospectively adjusted to conform to the 2007 presentation. The impact on the consolidated financial statements is as follows (in thousands):

Consolidated Balance Sheets

	December 31,
	2007				2006
	Equity Method	Proportionate Consolidation Method	Effect of Change		As Previously Reported	As Reported	Effect of Change
Cash and cash equivalents	173,739	192,803	19,064		19,956	37,576	17,620
Receivables	206,394	223,217	16,823		143,456	175,091	31,635
Unbilled work	28,492	29,019	527		18,914	19,281	367
Equity in and advances to construction joint ventures	4,289		(4,289	)	2,478		(2,478	)
Other current assets	6,752	6,896	144		6,940	6,972	32
Accounts and subcontracts payable	226,440	236,970	10,530		104,023	122,937	18,914
Accrued liabilities	18,482	22,840	4,358		18,673	23,278	4,605
Advances to affiliates		416	416			234	234
Deferred contract revenue	41,174	56,229	15,055		27,196	47,476	20,280
Other long-term liabilities	1,851	3,760	1,909		2,575	5,719	3,144

Consolidated Statements of Cash Flows

	December 31,
	2007
	Equity Method		Proportionate Consolidation Method		Effect of Change
Net (gain) loss from joint ventures	(21,191	)			21,191
Distributions from joint ventures	21,693				(21,693	)
Receivables	(73,795	)	(58,983	)	14,812
Other assets	(23	)	(3	)	20
Advances to (from) joint ventures, net	2,011		182		(1,829	)
Unbilled work	1,738		1,578		(160	)
Accounts payable and other liabilities	121,062		111,195		(9,867	)
Deferred contract revenue	9,329		4,104		(5,225	)
Contributions to joint ventures	(4,328	)			4,328

8

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

Consolidated Statements of Cash Flows

	December 31,
	2006						2005
	As Previously Reported		As Reported		Effect of Change		As Previously Reported		As Reported		Effect of Change
Net gain from sale of property and equipment	(454	)	(406	)	48		(7,524	)	(7,507	)	17
Net (gain) loss from joint ventures	(6,883	)			6,883		3,794				(3,794	)
Distributions from joint ventures	21,132				(21,132	)	22,725				(22,725	)
Receivables	(51,777	)	(59,123	)	(7,346	)	(8,017	)	21,146		29,163
Other assets	270		351		81		(4,835	)	(4,808	)	27
Advances (to) from joint ventures, net	(267	)	(235	)	32		(6,026	)	957		6,983
Unbilled work	2,138		2,190		52		(16,030	)	1,803		17,833
Accounts payable and other liabilities	1,540		9,385		7,845		7,234		4,773		(2,461	)
Deferred contract revenue	6,463		16,042		9,579		4,379		5,165		786
Proceeds from sale of property and equipment	1,256		2,809		1,553
Distributions from joint ventures							22,948				(22,948	)
Contributions to joint ventures	(6,368	)			6,368		(3,200	)			3,200
Principal payments of long-term debt	(9,094	)	(9,108	)	(14	)	(16,541	)	(17,831	)	(1,290	)

Use of Estimates in the Preparation of Financial Statements:

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company reviews its estimates based on information that is currently available. Changes in facts and circumstances may result in revised estimates.

Method of Accounting for Contracts:

Revenues and profits from the Company’s construction contracts are recognized by applying percentages of completion for the period to the total estimated profits for the respective contracts. Percentage of completion

is determined by relating the actual cost of the work performed to date to the current estimated total cost of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire loss during the accounting period in which it is estimated. In the ordinary course of business, at a minimum on a quarterly basis, the Company prepares updated estimates of the total forecasted revenue, cost and profit or loss for each contract. The cumulative effect of revisions in estimates of the total forecasted revenue and costs, including unapproved change orders and claims, during the course of the work is reflected in the accounting period in which the facts that caused the revision become known. The financial impact of these revisions to any one contract is a function of both the amount of the revision and the percentage of completion of the contract. An amount equal to the costs incurred which are attributable to

9

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

unapproved change orders and claims are included in the total estimated revenue when realization is determined to be probable. Profits from unapproved change orders and claims are recorded in the total estimated revenue in the period such amounts are resolved.

The Company includes in current assets and current liabilities amounts related to construction contracts realizable and payable over a period in excess of one year. Deferred contract revenue represents excess of billings to date over the amount of contract costs and profits (or contract revenue) recognized to date on the percentage-of-completion accounting method on certain contracts. Unbilled work represents the excess of contract costs and profits (or contract revenue) recognized to date on the percentage-of-completion accounting method over billings to date on the remaining contracts. Unbilled work results when (1) the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract and/or (2) costs, recorded at estimated realized value, related to unapproved change orders or claims are incurred. Unbilled work on contracts consisted of the following:

	December 31,
	2007		2006
Unbilled costs and profits incurred to date	$	3,544,855	$	5,751,342
Unapproved change orders		14,122,686		5,831,605
Claims		11,351,393		7,697,870
	$	29,018,934	$	19,280,817

The prerequisite for billing “Unbilled costs and profits incurred to date” is provided in the defined billing terms of each of the applicable contracts. The prerequisite for billing “Unapproved change orders” or “Claims” is the final resolution and agreement between the parties. The amount of unbilled work at December 31, 2007 estimated by management to be collected beyond one year is approximately $5,600,000.

Significant Estimates:

As outlined above, the Company’s revenue is recognized on the percentage-of-completion basis. Consequently, construction revenue and gross margin for each reporting period are determined on a contract-by-contract basis by reference to estimates by the Company’s management of expected costs to be incurred to complete each project. These estimates include provisions for known and anticipated cost overruns and cost recoveries, if any exist or are expected to occur. These estimates are subject to revision in the normal course of business and could be material.

Foreign Currency Translation:

The functional currency for foreign operations is the local currency. The assets and liabilities of the Company’s international subsidiaries are translated into U.S. dollars using current exchange rates at the balance sheet date. Operating statement items are translated at average exchange rates prevailing during the period. The resulting cumulative translation adjustments of $144,570 and $(312,977) at December 31, 2007 and 2006, respectively, are recorded in the foreign currency translation adjustment account as part of accumulated other comprehensive income in shareholders’ equity. Foreign currency transaction gains and losses, if any, are included in operations as they occur.

10

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

Cash and Cash Equivalents:

Cash equivalents represent all highly liquid debt instruments with maturities, when purchased, of three months or less.

Cash and cash equivalents as reported in the accompanying consolidated balance sheets consist of amounts held by the Company that are available for general corporate purposes and the Company’s proportionate share of amounts held by construction joint ventures that are available only for joint venture-related uses. Cash held by construction joint ventures is distributed from time to time to the Company and to the other joint venture participants in accordance with their percentage interest. Cash distributions received by the Company from its construction joint ventures are then available for general corporate purposes. Cash and cash equivalents consisted of the following:

	December 31,
	2007		2006
Corporate cash and cash equivalents (available for general purposes)	$	173,738,595	$	19,955,991
Company’s share of joint venture cash and cash equivalents (available only for joint venture purposes, including future distributions)		19,064,306		17,619,742
	$	192,802,901	$	37,575,733

Restricted Cash

As of December 31, 2007 and 2006, the Company had $24,000,000 and $0, respectively, of restricted cash. Restricted cash consists of amounts held as collateral on the revolving credit facility (see Note 5).

Marketable Securities:

The Company accounts for marketable securities, all of which are publicly traded equity securities of Perini Corporation (see Note 8), as available for sale, in accordance with Financial Accounting Standards Board (FASB) Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. As of December 31, 2007, the Company no longer held any marketable securities. Unrealized holding gains and losses for “available-for-sale” securities were reported as a part of accumulated other comprehensive income in shareholders’ equity until realized. The unrealized holding gains were $0 and $39,214,581 at December 31, 2007 and 2006, respectively.

Accounting for a Derivative:

On March 29, 2000, the Company entered into a shareholders’ agreement (the “Agreement”) with certain shareholders of Perini Corporation, whereby the Company received the option to purchase 2,352,941 shares of Perini Corporation common stock commencing on the third anniversary of the closing of the Agreement and ending on the sixth anniversary of the closing. The call price on the option was set at $4.25 per share and increased by 14% each year the option was outstanding. The option became exercisable on March 29, 2003. On December 30, 2005, the Company exercised its call option for an exercise price of $8.365 per

11

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

share. The option was accounted for as a derivative and recorded at fair value. Unrealized gains and losses were recognized through earnings under the provisions of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by FASB Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. For the year ended December 31, 2005, the Company recorded a gain of $16,936,063 in other income for the change in fair value of the option.

Inventory:

Inventory consists of construction materials, equipment parts, and supplies that have not been assigned and charged to specific contracts. Inventory is stated at the lower of cost or market. Cost is determined generally on the specific identification method.

Property, Equipment, and Long-Lived Assets:

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over its estimated useful lives ranging from three to forty years after an allowance for salvage.

All long-lived assets are reviewed by management in accordance with FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, for impairment whenever events or changes in circumstance indicate that the carrying value of such assets may not be recoverable from expected future undiscounted cash flows. Major renewals and betterments are capitalized and maintenance and repairs are charged to operations as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the appropriate account and any gain or loss is included in results of operations. No impairments were identified as of December 31, 2007 and 2006.

Goodwill and other Intangible Assets:

Goodwill is subject to annual impairment test pursuant to FASB Statement No. 142, Goodwill and Other Intangible Assets. The Company regularly evaluates whether events or circumstances have occurred which may indicate a possible impairment of goodwill. The Company believes the methodology used in testing impairment of goodwill, which includes significant judgements and estimates, provides a reasonable basis in determining whether an impairment charge should be taken.

Income Taxes:

The Company accounts for income taxes in accordance with FASB Statement No. 109, Accounting for Income Taxes, which requires the use of an asset and liability method of accounting for income taxes. Deferred income taxes are provided to reflect the tax effect of differences between the financial statement carrying amounts and the tax bases of assets and liabilities. The Company elected to be treated as an S corporation effective January 1, 1996. As a result, taxable income, loss and credits flow directly to the shareholder and tax-related assets and liabilities of the Company become the obligation of the shareholder of the S corporation and are no longer reflected in the consolidated financial statements. The deferred tax assets, liabilities, and provision reflected in the consolidated financial statements are those that do not flow through to the shareholder, as they relate to taxable subsidiaries.

12

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109. FIN No. 48 increases the relevancy and comparability of financial reporting by clarifying the way companies account for uncertainty in measuring income taxes. FIN No. 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN No. 48 only allows a favorable tax position to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. FIN No. 48 also provides guidance on the accounting for and recording of interest and penalties on uncertain tax positions. The Company adopted FIN No. 48 on January 1, 2007, and the adoption of FIN No. 48 did not have an impact on the financial condition and results of operations.

Fair Value of Financial Instruments:

Marketable securities approximate their fair value as determined by market quotes. The carrying value of receivables and other amounts arising out of normal contract activities, including retentions that may be settled beyond one year are estimated to approximate fair value. All significant debt obligations, interest rates, and their carrying value are considered to approximate market rates and fair value.

New Accounting Pronouncements:

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements. FASB Statement No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-1 and FSP No. FAS 157-2, affecting implementation of FASB Statement No. 157. FSP No. FAS 157-1 excludes FASB Statement No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements under FASB Statement No. 13, from the scope of FASB Statement No. 157. FSP No. FAS 157-2 delays the effective date of FASB Statement No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis, to fiscal years beginning after November 15, 2008. The Company does not believe the adoption of FASB Statement No. 157, as amended by FSP No. FAS 157-1 and FSP No. FAS 157-2 will have a material impact on the financial condition and results of operations.

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FASB Statement No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. FASB Statement No. 159 is effective as of the beginning of the first fiscal year after November 15, 2007. The Company does not believe the adoption of FASB Statement No. 159 will have a material impact on the Company’s financial condition and results of operations.

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. FASB Statement No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. FASB Statement No. 141(R) also

13

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. FASB Statement No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company will apply the provision of FASB Statement No. 141(R) prospectively as of that date.

In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51. FASB Statement No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. FASB Statement No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. FASB Statement No. 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact of the adoption of FASB Statement No. 160 on the Company’s financial condition and results of operations.

2. RECEIVABLES

Receivables consisted of the following:

	December 31,
	2007		2006
Receivables:
Contract receivables	$	101,435,119	$	76,403,192
Retainage receivables		105,522,310		83,099,401
Trade and other		16,259,186		15,588,525
Total receivables	$	223,216,615	$	175,091,118

Retainage:

Many of the contracts under which the Company performs work contain retainage provisions. Retainage refers to that portion of revenue earned by the Company but held for payment by the customer pending satisfactory completion of the project. The Company believes that all amounts retained by customers under such provisions are fully collectible. Retainage on active contracts is classified as a current asset regardless of the term of the contract. Retainage is generally collected within one year of the completion of the contract. As of December 31, 2007 and 2006, the amount of retainage expected to be collected beyond one year was $66,775,000 and $38,650,000, respectively.

14

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

3. PROPERTY AND EQUIPMENT

Property and equipment, at cost, consisted of the following:

	December 31,
	2007		2006
Land	$	6,591,263	$	6,591,263
Building and improvements		61,341,726		60,583,871
Transportation equipment		10,938,880		11,034,344
Construction equipment		80,305,067		65,338,114
Office equipment		2,897,427		2,857,491
Property and equipment, gross		162,074,363		146,405,083
Less accumulated depreciation		61,582,594		60,432,844
Property and equipment, net of depreciation	$	100,491,769	$	85,972,239

Included in property and equipment as of December 31, 2007 and 2006 are amounts recorded under capital leases for transportation equipment of $3,350,866 and $3,100,782 respectively. Accumulated depreciation on transportation equipment recorded under capital leases was $1,553,557 and $1,575,298 as of December 31, 2007 and 2006, respectively.

4. OPERATING LEASES

During 2005, the Company entered into a new non-cancelable operating lease for a corporate aircraft, after the buyout of an existing lease. The Company has the right to voluntarily terminate the lease and purchase the asset on any installment payment date after the first 12-month anniversary of the lease for the outstanding lease balance. Upon expiration of the initial lease term in December 2015, the Company has the option of either purchasing the asset for the outstanding lease balance or returning the asset to the lessor. The Company’s shareholder has personally guaranteed this lease. Total rental expense under this lease and for the years ended December 31, 2007, 2006, and 2005 was $3,456,380, $3,456,380, and $4,161,426 respectively.

The Company leases facilities from its principal shareholder and an affiliate owned by the principal shareholder under non-cancelable operating lease agreements with monthly payments of $140,000 which increases at 3% per annum beginning July 1, 2007, expiring in July 31, 2016. Lease expense for these leases recorded on a straight-line basis for years ended December 31, 2007, 2006, and 2005 was $1,926,636, $1,823,871, and $1,280,000 respectively.

Future minimum lease payments, including a guaranteed residual of $18,162,015 on the transportation equipment lease at December 31, 2007 are as follows:

	Third-Party		Related-Party		Total
2008	$	3,456,380	$	1,756,356	$	5,212,736
2009		3,456,380		1,809,047		5,265,427
2010		3,456,380		1,863,318		5,319,698
2011		3,456,380		1,919,218		5,375,598
2012		3,456,380		1,976,794		5,433,174
Thereafter		28,531,155		7,577,533		36,108,688
Total	$	45,813,055	$	16,902,266	$	62,715,321

15

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

5. LONG-TERM DEBT

Long-term debt consisted of the following:

	December 31,
	2007		2006
Notes payable collateralized by construction and transportation equipment payable in monthly principal installments of $581,344, plus fixed interest ranging from 6% to 7.9%, through maturity, which extends to January 2013.	$	26,181,987	$	21,797,178
Notes payable collateralized by construction and transportation equipment payable in monthly principal and interest installments of $283,645, with fixed interest ranging from 6.02% to 6.99%, through maturity, which extends to December 2012.		11,755,637		7,823,987
Revolving credit facility, secured by certain marketable securities and/or cash and other general assets, monthly interest at prime rate, which is 8.25% and 7.25% at December 31, 2006 and 2007, respectively or fixed at LIBOR plus 1.50%, at the Company’s option, through maturity, which is November 2008. The effective rate at December 31, 2006 was 8.25%.				10,000,000
Term loan, secured by certain marketable securities, monthly interest at prime rate, which is 8.25%, or fixed at LIBOR, plus 1.5%, at the Company’s option, which is 6.85% at December 31, 2006, through maturity, which was November 2007. The effective rate at December 31, 2006 was 6.85%.				10,000,000
Real estate note payable in monthly installments of $199,365, including principal and interest fixed at 8.47% through maturity, which is July 2010.		24,370,345		24,656,525
Mortgage note, guaranteed by the principal shareholder, payable in monthly installments of interest only at prime rate, which is 7.25% at December 31, 2007, through maturity, which is October 2008.		1,460,000		1,460,000
Mortgage note payable in monthly installments of $8,711, including principal and interest fixed at 6.5% through maturity, which is August 2011.		312,108		393,461
Transportation equipment capital leases payable through maturity, which is June 2011.		1,610,849		1,351,329
Long-term debt		65,690,926		77,482,480
Less current maturities		12,074,077		17,261,589
Long-term debt, less current maturities	$	53,616,849	$	60,220,891

16

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

5. LONG-TERM DEBT, Continued

The Company, in September 2007, entered into a new revolving credit facility, which expires on August 2009. The facility, which replaced a $25,000,000 existing facility, provides for borrowings up to $50,000,000, including a letter of credit facility of up to $8,000,000. As of December 31, 2007 and 2006 outstanding balances under the credit facilities were $0 and $10,000,000, in addition to standby letters of credit in the amounts of $6,531,696 and $4,500,000 and availability under the credit facilities was $43,468,304, and $10,500,000 respectively. Certain of the Company’s marketable securities and/or cash and other general assets secure the credit facility. The credit facility contains certain financial covenants, including maintenance of minimum levels of net worth and profitability and maintenance of certain debt-to-worth and current ratios. At December 31, 2007 and 2006, the Company was in compliance with its financial covenants.

The mortgage notes payable are collateralized by separate first trust deeds on real property. The real estate note payable is collateralized by a deed of trust on real property (commercial real estate).

Maturities of long-term debt at December 31, 2007 are as follows:

2008	$	12,074,077
2009		10,835,411
2010		33,962,152
2011		5,820,357
2012		2,989,875
Thereafter		9,054
Total	$	65,690,926

17

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

6. INCOME TAXES

The provision for income taxes includes the following:

	Year Ended December 31,
	2007			2006			2005
Current
State	$	2,377,493		$	240,711		$	761,330
Federal		249,201			277,997			11,197
Foreign		2,079,402			655,971			217,102
Total current		4,706,096			1,174,679			989,629
Deferred
State		(422,026	)		181,161			(256,005	)
Foreign		119,959			310,667			120,094
Total deferred		(302,067	)		491,828			(135,911	)
Total provision for income taxes		4,404,029			1,666,507			853,718
Less attributed to discontinued operations		4,798			3,875			4,869
Provision for income taxes from continuing operations	$	4,399,231		$	1,662,632		$	848,849
The table below reconciles the difference between the statutory federal income tax rate and the effective rate provided for income before income taxes in the consolidation statements of income.
	Year Ended December 31,
	2007			2006			2005
Federal income taxes at the statutory rate	$	51,398,577		$	3,081,197		$	7,195,520
State income taxes, net of federal benefits		1,941,051			421,872			506,794
Permanent Differences
Earnings subject to different federal corporate tax rates		(48,588,048	)		(1,293,088	)		(6,668,534	)
Change in valuation allowance					(416,457	)		(334,033	)
Change in rates		(22,874	)		(71,996	)		(205,586	)
Foreign earnings taxed at different rates		(217,476	)		(80,108	)		235,173
Other		(107,201	)		25,087			124,384
Total provision for income taxes		4,404,029			1,666,507			853,718
Less attributed to discontinued operations		4,798			3,875			4,869
Provision for income taxes from continuing operations	$	4,399,231		$	1,662,632		$	848,849

18

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

6. INCOME TAXES, Continued

The total income before taxes for the years ended is recorded as follows:

	Year Ended December 31,
	2007		2006			2005
Income before taxes:
Domestic	$	140,647,726	$	5,588,177		$	20,884,279
Foreign		6,911,364		3,215,244			377,224
Total income before taxes		147,559,090		8,803,421			21,261,503
Less attributed to discontinued operations		230,842		(31,895	)		1,411,898
Total income before taxes from continuing operations	$	147,328,248	$	8,835,316		$	19,849,605

Operating loss carryforwards of the Company’s taxable subsidiaries, which totaled $1,606,774, were fully utilized in 2006. The decrease in the valuation allowance for years ended December 31, 2006 and 2005, associated with these operating loss carryforwards were $694,579 and $334,405, respectively.

Components of the net deferred tax liability (asset) recognized by type of temporary difference are as follows:

	December 31,
	2007			2006
Current
Other	$	(192,896	)	$	(158,245	)
Total current		(192,896	)		(158,245	)
Non-Current
Contract accounting		(16,442	)		97,672
Depreciation		1,325,899			1,098,959
Unrealized gain on marketable securities					1,154,294
Sale of stock book/tax difference					(177,528	)
Other		1,967			2,619
Total noncurrent		1,311,424			2,176,016
Total	$	1,118,528		$	2,017,771

As of January 1, 2007 and December 31, 2007, the Company identified and reviewed potential uncertainties related to taxes upon the adoption of FIN 48 and determined that the exposure to those uncertainties did not have a material impact on the Company’s results of operations or financial condition.

The Company recognizes interest and penalties accrued related to uncertain tax positions as a component of the income tax provision. There were no material uncertain tax positions as of December 31, 2007 and 2006. For the years ended December 31, 2007, 2006, and 2005, there have been no interest and penalties recorded as a component of the income tax provision.

19

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

7. STOCK TRANSACTION

On October 1, 2007, certain executives of the Company entered into a Stock Purchase Agreement with the Company’s principal shareholder (“principal shareholder”), in which the executives acquired 34,500 shares of common stock of the Company, representing 3.83% of the shares outstanding, for total consideration of $9,582,179. In addition, the parties entered into a Buy-Sell Agreement (“Buy-Sell”) dated October 1, 2007, placing substantial restrictions on the ability of the executives to sell the shares acquired under the Agreement.

In the event that the executives terminate their employment with the Company, the Buy-Sell provides that the principal shareholder has a right to purchase the shares acquired by the executives at the original price. The Buy-Sell terminates on the occurrence of a reorganization, merger, or consolidation involving another corporation in which the Company is not the survivor, or the closing of a public offering of the shares of stock of the Company (“IPO”).

Because of the restrictions placed on transfer or sale of the shares, the executives’ rights to any excess of the fair value of the shares estimated at $555 per share at the grant date over cost (in the amount of $9,565,321) can only be realized through the termination of the agreement or at the sole discretion of the principal shareholder to pay fair market value under certain provisions of the agreement. Accordingly, no compensation expense will be recognized in connection with this transaction until such time that termination of the Buy-Sell Agreement becomes likely or the Buy-Sell Agreement is terminated.

8. RELATED-PARTY TRANSACTIONS

At December 31, 2007 and 2006, the Company’s principal shareholder has provided guarantees to the Company in the maximum amount of $11,000,000 that support recovery of the Company’s minority interest receivable related to the Company’s commercial real estate.

At December 31, 2007 and 2006, the Company’s principal shareholder also has provided a guarantee on a transportation equipment lease. In addition, the Company’s principal shareholder has non-cancelable operating leases on facilities (see Note 4).

The Company’s principal shareholder is Chairman and CEO of Perini Corporation. Included in the Company’s consolidated financial statements are $0 and $93,424,299 as of December 31, 2007 and 2006, respectively, in marketable securities and $0 and $39,214,581 as of December 31, 2007 and 2006, respectively, in unrealized holding gains arising during the period on marketable securities, both in connection with the Company’s ownership of Perini Corporation common shares.

As a condition to an investor group’s acquisition of shares of Perini Corporation Series B Preferred Stock for an aggregate of $30 million, which was approved by the shareholders in January 1997, Perini Corporation entered into an agreement with the Company and sole shareholder of the Company, to provide certain management services, as defined. The management agreement has been renewed annually by the Perini Corporation Board of Directors under the same basic terms and conditions as the initial agreement except that the amount of the annual fee payable thereunder to the Company was increased effective September 15, 2004, from $375,000 to $800,000, and effective March 15, 2006, from $800,000 to $900,000. Compensation for the sole shareholder to provide management services consisted of $800,000 for the year ended December 31, 2005, and $879,000 for the year ended December 31, 2006 and $979,000 for the year ended December 31, 2007. Payments under the agreement paid to the Company were passed directly to the sole shareholder.

20

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

8. RELATED-PARTY TRANSACTIONS, Continued

Included in the Company’s consolidated financial statements are $25,267,005, $18,986,733, and $25,488,288 in revenues for the years ended December 31, 2007, 2006, and 2005, respectively, derived from the Company’s interest in various construction joint ventures with Perini Corporation. Also included were total assets of $13,893,235 and $11,942,279 as of December 31, 2007 and 2006, respectively, relating to these construction joint ventures. One of these joint ventures is involved in a continuing dispute with the Los Angeles County Metropolitan Transportation Authority (see Note 12).

The Company’s principal shareholder, and an affiliate of the principal shareholder, had $0 and $4,595,513 due to the company as of December 31, 2007 and 2006, respectively. The 2006 amounts consisted of construction services due from an affiliate of the shareholder, and the shareholder, as well as short-term advances.

An affiliate of the Company’s principal shareholder had an outstanding note payable due to a joint venture, of which the Company’s proportionate share was $210,368 at December 31, 2007 and 2006, and is included in the accompanying consolidated balance sheets.

9. RETIREMENT PLANS

The Company participates in multi-employer defined benefit pension plans in connection with union collective bargaining agreements. Contributions are based upon hours worked by employees covered under these agreements and are funded on a current basis. The Company contributed and charged to expense $9,053,011, $3,198,333, and $2,317,922 for the years ended December 31, 2007, 2006, and 2005, respectively. The increase in 2007 was primarily due to increased operations from a single, large project located in Nevada.

The Company sponsors a 401(k) profit-sharing plan for non-union domestic employees. Effective July 1, 2006, the Company began contributing $0.30 per dollar (an increase from $0.25 per dollar) of employee contributions up to 10% of eligible salary. Participants are fully vested in their contributions and vest at a rate of 20% per year of participation in the plan, becoming fully vested in 5 years. The Company contributed and charged to expense $458,555, $369,497, and $262,778 for the years ended December 31, 2007, 2006, and 2005, respectively.

The Company sponsors a 401(k) profit-sharing plan for non-union territory of Guam employees. The Company contributes $0.25 per dollar of employee contributions up to 6% of eligible salary. Participants are fully vested in their contributions and vest at a rate of 20% per year of participation in the plan, becoming fully vested in 5 years. The Company contributed and charged to expense $69,858, $57,228, and $43,867 for the years ended December 31, 2007, 2006, and 2005, respectively.

10. ACQUISITION

Acquisition of Powerco Electric Corp.

On September 30, 2007, the Company purchased 100% of the outstanding stock of Powerco Electric Corp. (“PEC”), a commercial electrical subcontractor, for $3,300,000 in cash. PEC, performs work in and around the Los Angeles area, specializing in commercial building projects. The Company has included PEC’s assets and liabilities in the December 31, 2007 consolidated balance sheet. The results of operations beginning October 1, 2007 are included in the Company’s consolidated financial statements.

21

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

10. ACQUISITION, Continued

The transaction was accounted for using the purchase method of accounting as required by FASB Statement No. 141, Business Combinations, including the allocation of the purchase to the tangible and intangible assets of Powerco Electric Corp., which has been finalized. The following table summarizes the fair value of the assets acquired and liabilities assumed as of September 30, 2007:

Current assets	$	21,684,107
Property and equipment, net		325,969
Goodwill		2,826,117
Intangibles		4,160,000
Total assets acquired		28,996,193
Current liabilities		(7,745,611	)
Other long-term liabilities		(17,950,582	)
Total acquisition costs	$	3,300,000

The following table identifies the intangible asset acquired and its respective amortization period. The amount assigned to an intangible asset represents the Company’s estimate of the fair value of the intangible asset acquired, which is being amortized in relation to contract revenue as of October 1, 2007.

	Amount		Amortization Period
Construction contract backlog	$	4,160,000	4 years
Total intangible asset acquired	$	4,160,000

11. SIGNIFICANT RISKS AND UNCERTAINTIES

Concentrations:

A majority of the Company’s cash balances are on deposit with financial institutions and exceed federally insured deposit limits. A substantial portion of the Company’s labor force (40%) is subject to collective bargaining agreements, which expire in years 2008 and beyond. Revenues from various projects in California for University of California, Los Angeles totaled $161,809,062 (or 31% of consolidated revenues) in 2006, and $181,410,073 (or 46% of consolidated revenues) in 2005. Revenues from a single project in Nevada for Wynn Las Vegas, LLC totaled $581,506,255 (or 50% of consolidated revenues) in 2007, and $120,215,151 (or 23% of consolidated revenues) in 2006. Revenues from two projects for California Department of Transportation totaled $89,910,092 (or 23% of consolidated revenues) in 2005. Revenues from a single project for Los Angeles World Airports totaled $64,746,760 (or 12% of consolidated revenues) in 2006.

The Company had accounts receivable due from various projects for University of California, Los Angeles in the amount of $39,284,017 (or 18% of receivables) in 2007, and $62,323,735 (or 43% of receivables) in 2006. Accounts receivable due from a single project for Wynn Las Vegas, LLC totaled $95,398,666 (or 43% of receivables) in 2007, and $22,130,719 (or 15% of receivables) in 2006.

22

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

12. OTHER COMMITMENTS AND CONTINGENCIES

Contingent liabilities of the Company include the industry standard contractor liabilities for performance and completion of construction contracts. In addition, the Company is a defendant in various lawsuits. Except as discussed below, in the opinion of management, the resolution of these matters will not likely have a material adverse effect on the financial position, result of operations or cash flows of the Company.

The Company, from time to time, enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) business sales and purchase agreements, under which the Company may provide customary indemnification, and (ii) certain lease agreements, under which the Company may be required to indemnify the lessor for environmental and other liabilities, and other claims arising from the Company’s use of the applicable asset.

The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its consolidated balance sheets as of December 31, 2007 and 2006.

Tutor-Saliba/Perini JV v. Los Angeles MTA—1995:

Los Angeles Superior Court Case No. BC 123559

In March 1995, a joint venture, Tutor-Saliba/Perini (“TSP”), in which Tutor-Saliba Corporation is the 60% partner, filed a complaint in Los Angeles Superior Court against the Los Angeles County Metropolitan Transportation Authority (“MTA”) for breach of contract, which sought damages of approximately $16 million to compensate TSP and its subcontractors for the costs of extra work, delays, and interest on late payments under four separate contracts with the MTA. In February 1999, the MTA filed a cross-complaint generally alleging violation of the California False Claims Act (“CFCA”) and several other federal and state statutory provisions.

Trial commenced before a jury in May 2001. During trial, the Judge ruled that TSP may have failed to produce certain documents to the MTA, and the Judge penalized TSP for its alleged non-compliance by dismissing TSP’s claim and by ruling, without jury finding of fact, that TSP was liable to the MTA for damages on the MTA’s counterclaim. Pursuant to the Judge’s instructions, the Jury awarded the MTA approximately $32 million in damages and prejudgment interest, subsequently, in March 2002, the judge awarded an additional $31 million in legal fees and costs. Tutor-Saliba’s share of the aggregate award being approximately $37.8 million.

TSP appealed the verdict and the Court’s rulings on motions and sanctions.

On January 25, 2005, the State of California Court of Appeal issued an opinion in which it reversed the entire $63 million trial court’s judgment and found that the trial court judge had abused his discretion and violated TSP’s due process rights and imposed an impermissibly overbroad sanction in issuing terminating sanctions that prevented the joint venture from presenting its claims and severely limited TSP in defending itself against the MTA’s lawsuit. The Court of Appeal also directed the trial court to dismiss MTA’s claims that TSP had violated the Unfair Competition Law and remanded the remainder of the case to the trial court for further proceedings, including a new trial, with a new judge, on the joint venture’s claims against the MTA.

23

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

12. OTHER COMMITMENTS AND CONTINGENCIES, Continued

The case was reassigned to the Complex Civil Division, Los Angeles Superior Court—Central Civil West, with the Presiding Judge of that division being assigned to the case. The Court is seeking ways to resolve the case short of full trial, but in a manner that would be upheld by the Court of Appeal, elected to bifurcate the trial and try the MTA’s suggested strongest claim first. That claim was a pass-through subcontractor claim that the MTA agreed to pay through an executed change order for approximately $111,000, in or about 1995 (“Tunnel Handrail” claim). Trial commenced on the MTA’s Tunnel Handrail claim on November 17, 2006, and was completed on December 18, 2006, with the Jury entering a verdict in favor of the MTA pertaining to the “handrail” issue. A final judgment with respect to this claim will not be entered until the entire case has been resolved and will be subject to appeal.

In February 2007, the court granted TSP a motion and precluded MTA in future proceedings from presenting its claims that TSP breached its contract and violated the CFCA.

On December 26, 2007 the Court issued an order and opinions regarding TSP’s and MTA’s affirmative claims, on the “night restrictions” issues, which determined that no claims have sufficient prima facie evidence to proceed to trial. MTA has filed a notice of its intent to seek a “new trial” as to the Court’s denial of MTA’s night restrictions claims in the entirety.

The court has indicated that it would like the parties to resolve the entire case through mediation. Those efforts to date have failed.

Due to the major issues of the case still remaining to be scheduled for retrial, the ultimate financial impact of the lawsuit is not yet determinable. Therefore, no provision for loss, if any, has been recorded in the consolidated financial statements.

13. LITIGATION SETTLEMENT

City and County of San Francisco v. Tutor-Saliba Corporation, Perini Corporation and

Buckley & Company Inc., A Joint Venture, et al.—2003:

United States District Court-Northern District Case No. C02-5286-CW

On November 1, 2002, the City and County of San Francisco (“CCSF”) filed a complaint in United States District Court-Northern District against the joint venture, Tutor-Saliba Corporation, Perini Corporation and Buckley & Company, Inc. (“TSPB”), its individual members, including Tutor-Saliba Corporation (the “Company”) and their respective bonding companies. The complaint was not served on the Company or the bonding companies until 2003. The complaint arose out of six San Francisco International Airport construction contracts with the San Francisco Airport Commission (“Airport Commission”) entered into during 1996 and 1997 that were subsequently successfully completed and closed-out under an agreement between TSPB, the Company, and the Airport Commission, in 2001.

On February 17, 2006, a settlement agreement was reached with the CCSF during mediation. The settlement agreement was reached in pursuit of the best interests of all parties involved, to put to rest divisive issues, and avoid the considerable continuing future cost and expense of litigation. The agreement resolves all issues of disputed liability between the parties and allows the parties to refocus their resources towards more productive purposes. The settlement agreement provided that the CCSF will be paid the total sum of $19 million, payable over a period of years ending in 2009. The Company recorded a charge to net income of $14,651,537 representing its portion of this settlement in the year ended December 31, 2005. The San Francisco Board of Supervisors and the Airport Commission approved the agreement on March 30, 2006. At

24

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

13. LITIGATION SETTLEMENT, Continued

December 31, 2007, the Company’s present value portion of the remaining liability of $5,551,486, of which $2,179,960 is current, is included in the accompanying consolidated balance sheet.

14. DISCONTINUED OPERATIONS

Effective January 1, 2008, the Company entered into an exchange transaction with an affiliate owned by the Company’s majority shareholder. The Company transferred its partnership interest in a commercial office building in exchange for a 2% interest in one of the Company’s consolidated subsidiaries that was held by the affiliated company. The December 31, 2007 consolidated balance sheet reflects $26,759,142 in property and equipment, minority interest receivable of $13,423,058, cash of $3,855,279, other net assets of $1,853,748 and mortgage debt of $24,370,345 associated with the Company’s interest in this partnership. The December 31, 2007 book value of the 2% interest in the Company’s consolidated subsidiary is $250,749. Based on this exchange transaction, the activities relating to the commercial office building have been reported as discontinued operations for all periods presented. Revenues of $6,686,436, $6,393,109 and $6,342,813 and pretax income (loss) of $230,842, $(31,895) and $1,411,898 for the years ended December 31, 2007, 2006 and 2005, respectively were reported as discontinued operations. The transaction had no impact to net income in the accompanying consolidated statements of income. The net book value of assets distributed over assets received was recorded as a distribution of $21,270,133 on January 1, 2008.

15. SUBSEQUENT EVENTS

Purchase of North Valley Commerce Center, Building G

On October 30, 2007, the Company entered into an agreement to purchase the North Valley Commerce Center, Building G in Sylmar California for $6.5 million in cash. The property will consist of an office and warehouse facility, currently under construction. As of January 25, 2008, the Company has made initial deposits for the property totaling $300,000 into an escrow account. The purchase is expected to close upon substantial completion of the building.

Acquisition of Desert Plumbing & Heating Co. Inc.

On January 4, 2008, the Company purchased 100% of the outstanding stock of Desert Plumbing & Heating Co. Inc. (“DPH”), a mechanical subcontractor located in Las Vegas, NV, for $35.0 million cash and an earn-out based upon a percentage of DPH’s earnings over the next three years, up to a maximum of $4 million annually. DPH operates primarily in the state of Nevada and had approximately 25 contracts in progress, primarily in the Las Vegas hotel and gaming market, at the time of the acquisition.

In the event the Company becomes a public company by public offering or otherwise, the earn-out payments to the former DPH shareholders will be payable in shares of stock in the parent company in an amount equivalent to the maximum earn-out payment of $12 million.

The transaction will be accounted for using the purchase method of accounting as required by FASB Statement No. 141 Business Combinations, including the allocation of the purchase to the tangible and intangible assets of DPH.

25

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007

15. SUBSEQUENT EVENTS, Continued

All Star Aggregate, Inc.

On March 7, 2008, the Company entered into an agreement for the transfer and purchase of certain mineral material mining contracts, equipment, and material stockpiles used to operate All Star Aggregate, Inc.’s existing business in Sloan Pit, located in Clark County, NV, for a purchase price of $5,200,000.

Bureau of Land Management Leases

On March 12, 2008, the Company entered into a ten-year renewable contract with the Bureau of Land Management (“BLM”) for the extraction of 19,500,000 tons of limestone aggregate on land located at Mount Diablo Meridian, NV. Pursuant to the Company’s September 12, 2007 high bid of $0.90 per ton and a $0.01 per ton administrative fee, the total contract price equates to $17,745,000 and requires a 5% deposit in the amount of $877,500 prior to beginning extraction. The balance of the contract price will be paid monthly over the contract term based upon the value of materials removed in the prior month. In addition, the Company is obligated under a separate agreement to pay a third party a finders fee related to the transaction in the amount of $300,000.

Perini Merger

On April 2, 2008, the Company entered into a definitive agreement with Perini Corporation, a publicly traded construction company, under which the two companies would be combined, in tax-free, all-stock merger. The transaction is subject to customary closing conditions, including the approval of Perini’s shareholders and receipt of regulatory approvals.

26

EX-99.2

Exhibit 99.2

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

	March 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	110,327,937
Restricted cash		16,000,000
Receivables		286,833,794
Unbilled work		32,385,960
Advances to related parties		15,310,000
Advances to affiliates		72,528
Inventory		2,633,907
Deferred income taxes		192,896
Other current assets		8,656,322
Total current assets		472,413,344
Property and equipment, net of depreciation		85,197,703
Noncurrent assets:
Goodwill		21,181,467
Identified intangible asset, net		10,688,794
Mineral reserves		12,849,926
Other assets		1,648,790
Total noncurrent assets		46,368,977
Total assets	$	603,980,024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	11,821,768
Accounts and subcontracts payable		277,342,111
Accrued liabilities		27,817,245
Advances from affiliates		665,645
Deferred contract revenue		57,612,517
Income taxes payable		842,654
Total current liabilities		376,101,940
Noncurrent liabilities:
Long-term debt, less current maturities		26,905,011
Deferred income taxes		1,311,424
Royalty payables		11,361,031
Other long-term liabilities		3,785,892
Total noncurrent liabilities		43,363,358
Total liabilities		419,465,298
Commitments and Contingencies: (Note 13)
Shareholders’ Equity:
Capital stock, no par value: authorized 1,000,000 shares:
issued and outstanding 900,043 shares		6,756,510
Additional paid-in capital		11,075,563
Accumulated other comprehensive income		101,255
Retained earnings		166,581,398
Total shareholders’ equity		184,514,726
Total liabilities and shareholders’ equity	$	603,980,024

See notes to consolidated financial statements

1

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended March 31,
	2008			2007
REVENUE:
Construction revenue	$	394,827,385		$	231,852,863
Sales revenue		135,642			206,969
Total revenue		394,963,027			232,059,832
COST OF REVENUES:
Cost of construction revenue		359,026,165			211,273,652
Amortization of intangible asset		1,240,363
Cost of sales revenue		92,150			130,227
Total cost of revenues		360,358,678			211,403,879
Gross profit		34,604,349			20,655,953
Gain on sale of property and equipment		(148,486	)		(49,789	)
General and administrative expenses		13,556,824			7,753,641
Income from operations		21,196,011			12,952,101
OTHER INCOME (EXPENSES):
Interest and other income		1,398,286			742,790
Net gain on sale of marketable securities					11,426,900
Interest expense		(778,695	)		(1,004,613	)
Other expense		(135,718	)		(28,444	)
Total other income, net		483,873			11,136,633
Income before minority interest and income taxes		21,679,884			24,088,734
Provision for income taxes		618,854			796,424
Income before minority interest		21,061,030			23,292,310
Minority interest					(20,525	)
INCOME FROM CONTINUING OPERATIONS		21,061,030			23,271,785
DISCONTINUED OPERATIONS:
Loss from discontinued operations before minority interest and income taxes					(102,131	)
Provision for income taxes					800
Loss before minority interest					(102,931	)
Minority interest					64,480
LOSS FROM DISCONTINUED OPERATIONS					(38,451	)
NET INCOME	$	21,061,030		$	23,233,334

See notes to consolidated financial statements

2

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Three months ended March 31, 2008

	Capital Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income			Retained Earnings			Total
BALANCE AT JANUARY 1, 2008	$	6,756,510	$	11,075,563	$	144,570		$	193,653,700		$	211,630,343
Comprehensive income:
Net income—Three months ended March 31, 2008									21,061,030			21,061,030
Other comprehensive income:
Foreign currency translation adjustments (net of tax of ($649))						(43,315	)					(43,315	)
Total comprehensive income						(43,315	)		21,061,030			21,017,715
Distributions to shareholder									(48,133,332	)		(48,133,332	)
BALANCE AT MARCH 31, 2008	$	6,756,510	$	11,075,563	$	101,255		$	166,581,398		$	184,514,726

See notes to consolidated financial statements

3

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three months ended March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	21,061,030		$	23,233,334
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(used in) operating activities:
Depreciation and amortization		1,673,313			1,528,065
Amortization of intangible asset		1,240,363
Net gain from sale of property and equipment		(148,486	)		(49,789	)
Net gain on sale of marketable securities					(11,426,900	)
Minority interest in consolidated subsidiaries					(43,955	)
Increase (decrease) in cash attributed to changes in operating assets and liabilities:
Receivables		(39,652,016	)		(42,635,664	)
Inventory		508,325			(75,682	)
Other assets		(1,955,417	)		(2,408,544	)
Advances from (to) joint ventures partners, net		177,247			(222,632	)
Advances to related parties					(173,728	)
Unbilled work		(1,686,759	)		(7,959,964	)
Accounts payable and other liabilities		21,155,510			38,251,724
Deferred contract revenue		(213,545	)		1,571,369
Net cash provided by (used in) operating activities		2,159,565			(412,366	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment		657,941			524,344
Proceeds from sales of marketable securities					23,791,000
Purchases of property and equipment		(12,813,331	)		(4,390,819	)
Cash paid on acquisition of mineral reserves		(1,488,895	)
Decrease in restricted cash		8,000,000
Advances to related parties		(15,310,000	)
Cash paid on acquisition, net of cash acquired		(30,295,894	)
Net cash (used in) provided by investing activities		(51,250,179	)		19,924,525
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt					2,378,860
Principal payments of long-term obligations		(2,665,872	)		(6,078,529	)
Distributions to shareholders		(30,718,478	)		(1,834,999	)
Net cash used in financing activities		(33,384,350	)		(5,534,668	)
Net increase (decrease) in cash and cash equivalents		(82,474,964	)		13,977,491
Cash and cash equivalents at beginning of period		192,802,901			37,575,733
Cash and cash equivalents at end of period	$	110,327,937		$	51,553,224
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	793,270		$	1,537,526
Income taxes	$	2,305,734		$	360,553
NONCASH INVESTING AND FINANCING ACTIVITIES:
Real estate assets and liabilities distributed to principal shareholder	$	17,414,854			—
Capitalized lease obligation incurred for transportation equipment	$	72,070		$	20,140
Unrealized holding gains on marketable securities		—		$	16,196,544
Royalty liabilities accrued from acquisition of mineral reserves	$	11,361,031			—

See notes to consolidated financial statements

4

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Business:

Tutor-Saliba Corporation was incorporated in 1981 as a successor to businesses that had been providing construction services since 1949. Tutor-Saliba Corporation and its majority-owned subsidiaries (“Tutor-Saliba” or the “Company”) provide diversified general contracting, design-build, and preconstruction services to public agencies and private clients. The Company’s construction business is conducted through three basic segments or operations: domestic civil, domestic building, and international. The Company focuses on large, complex construction projects in the civil infrastructure and commercial building sectors. The Company manages all aspects of these construction projects and directly performs many significant construction specialties, including concrete forming and placement, site excavation, structural steel erection, and electrical and mechanical services. The Company provides these services by using traditional general contracting arrangements, such as fixed price, guaranteed maximum price, and cost plus fee contracts.

In an effort to limit its financial and/or operational risk on certain of its larger and more complex projects, the Company participates in construction joint ventures, often as the sponsor or manager of the project, for the purpose of bidding and, if awarded, providing the agreed-upon construction services. Each joint venture participant usually agrees in advance to provide a predetermined percentage of capital, as required, and to share in the same percentage of profit or loss on the project.

Basis of Presentation:

The unaudited consolidated financial statements presented herein include the accounts of Tutor-Saliba Corporation and its majority-owned subsidiaries. The Company’s interests in construction joint ventures are accounted for using the proportionate consolidation method. All intercompany balances and transactions have been eliminated in consolidation. These statements should read in conjunction with the Company’s audited financial statements for the year ended December 31, 2007. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2008 and results of operations and cash flows for the three months ended March 31, 2008 and 2007. The results of operations for the three months ended March 31, 2008 may not be indicative of the results that may be expected for the year ending December 31, 2008 because, among other reasons, such results can vary depending on the timing of progress achieved and changes in estimated profitability of projects being reported.

Use of Estimates in the Preparation of Financial Statements:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company reviews its estimates based on information that is currently available. Changes in facts and circumstances may result in revised estimates.

5

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

Method of Accounting for Contracts:

Revenues and profits from the Company’s construction contracts are recognized by applying percentages of completion for the period to the total estimated profits for the respective contracts. Percentage-of-completion is determined by relating the actual cost of the work performed to date to the current estimated total cost of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire loss during the accounting period in which it is estimated. In the ordinary course of business, at a minimum on a quarterly basis, the Company prepares updated estimates of the total forecasted revenue, cost, and profit or loss for each contract. The cumulative effect of revisions in estimates of the total forecasted revenue and costs, including unapproved change orders and claims, during the course of the work is reflected in the accounting period in which the facts that caused the revision become known. The financial impact of these revisions to any one contract is a function of both the amount of the revision and the percentage-of-completion of the contract. An amount equal to the costs incurred, which are attributable to unapproved change orders and claims are included in the total estimated revenue when realization is determined to be probable. Profits from unapproved change orders and claims are recorded in the total estimated revenue in the period such amounts are resolved.

The Company includes in current assets and current liabilities amounts related to construction contracts realizable and payable over a period in excess of one year. Deferred contract revenue represents excess of billings to date over the amount of contract costs and profits (or contract revenue) recognized to date on the percentage-of-completion accounting method on certain contracts. Unbilled work represents the excess of contract costs and profits (or contract revenue) recognized to date on the percentage-of-completion accounting method over billings to date on the remaining contracts. Unbilled work results when (1) the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract and/or (2) costs, recorded at estimated realized value, related to unapproved change orders or claims are incurred. Unbilled work on contracts at March 31, 2008 consisted of the following:

Unbilled costs and profits incurred to date	$	6,849,259
Unapproved change orders		13,855,087
Claims		11,681,614
	$	32,385,960

The prerequisite for billing “Unbilled costs and profits incurred to date” is provided in the defined billing terms of each of the applicable contracts. The prerequisite for billing “Unapproved change orders” or “Claims” is the final resolution and agreement between the parties. The amount of unbilled work at March 31, 2008, estimated by management to be collected beyond one year is approximately $6,585,000.

Significant Estimates:

As outlined above, the Company’s revenue is recognized on the percentage-of-completion basis. Consequently, construction revenue and gross margin for each reporting period are determined on a contract-by-contract basis by reference to estimates by the Company’s management of expected costs to be incurred to complete each project. These estimates include provisions for known and anticipated cost overruns and cost recoveries, if any exist or are expected to occur. These estimates are subject to revision in the normal course of business and could be material.

6

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

Foreign Currency Translation:

The functional currency for foreign operations is the local currency. The assets and liabilities of the Company’s international subsidiaries are translated into U.S. dollars using current exchange rates at the balance sheet date. Operating statement items are translated at average exchange rates prevailing during the period. The resulting cumulative translation adjustment of $101,255 at March 31, 2008 is recorded in the foreign currency translation adjustment account as part of accumulated other comprehensive income in shareholder’s equity. Foreign currency transaction gains and losses, if any, are included in operations as they occur.

Cash and Cash Equivalents:

Cash equivalents represent all highly liquid debt instruments with maturities, when purchased, of three months or less.

Cash and cash equivalents as reported in the accompanying consolidated balance sheets consist of amounts held by the Company that are available for general corporate purposes and the Company’s proportionate share of amounts held by construction joint ventures that are available only for joint venture-related uses. Cash held by construction joint ventures is distributed from time to time to the Company and to the other joint venture participants in accordance with their percentage interest. Cash distributions received by the Company from its construction joint ventures are then available for general corporate purposes. Cash and cash equivalents at March 31, 2008 consisted of the following:

Corporate cash and cash equivalents (available for general purposes)	$	98,774,699
Company’s share of joint venture cash and cash equivalents (available only for joint venture purposes, including future distributions)		11,553,238
	$	110,327,937

Restricted Cash

As of March 31, 2008, the Company had $16,000,000 of restricted cash. Restricted cash consists of amounts held as collateral on the revolving credit facility (see Note 5).

Inventory:

Inventory consists of construction materials, equipment parts, and supplies that have not been assigned and charged to specific contracts. Inventory is stated at the lower of cost or market. Cost is determined generally on the specific identification method.

Property, Equipment, and Long-Lived Assets:

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over their estimated useful lives ranging from 3 to 40 years after an allowance for salvage.

7

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

All long-lived assets are reviewed by management in accordance with FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, for impairment whenever events or changes in circumstance indicate that the carrying value of such assets may not be recoverable from expected future undiscounted cash flows. Major renewals and betterments are capitalized and maintenance and repairs are charged to operations as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the appropriate account and any gain or loss is included in results of operations. No impairments were identified as of March 31, 2008.

Goodwill and other Intangible Assets:

Goodwill is subject to annual impairment test pursuant to FASB Statement No. 142, Goodwill and Other Intangible Assets. The Company regularly evaluates whether events or circumstances have occurred which may indicate a possible impairment of goodwill. The Company believes the methodology used in testing impairment of goodwill, which includes significant judgements and estimates, provides a reasonable basis in determining whether an impairment charge should be taken.

Income Taxes:

The Company accounts for income taxes in accordance with FASB Statement No. 109, Accounting for Income Taxes, which requires the use of an asset and liability method of accounting for income taxes. Deferred income taxes are provided to reflect the tax effect of differences between the financial statement carrying amounts and the tax bases of assets and liabilities. The Company elected to be treated as an S corporation effective January 1, 1996. As a result, taxable income, loss and credits flow directly to the shareholder and tax-related assets and liabilities of the Company become the obligation of the shareholder of the S corporation and are no longer reflected in the financial statements. The deferred tax assets, liabilities, and provision reflected in the financial statements are those that do not flow through to the shareholder, as they relate to taxable subsidiaries.

In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109. FIN No. 48 increases the relevancy and comparability of financial reporting by clarifying the way companies account for uncertainty in measuring income taxes. FIN No. 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN No. 48 only allows a favorable tax position to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. FIN No. 48 also provides guidance on the accounting for and recording of interest and penalties on uncertain tax positions. The Company adopted FIN No. 48 on January 1, 2007, and the adoption of FIN No. 48 did not have an impact on the financial condition and results of operations.

Fair Value of Financial Instruments:

The carrying value of receivables and other amounts arising out of normal contract activities, including retentions that may be settled beyond one year, are estimated to approximate fair value. All significant debt obligations, interest rates, and their carrying value are considered to approximate market rates and fair value.

8

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

1. SIGNIFICANT ACCOUNTING POLICIES, Continued

New Accounting Pronouncements:

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements. FASB Statement No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-1 and FSP No. FAS 157-2, affecting implementation of FASB Statement No. 157. FSP No. FAS 157-1 excludes FASB Statement No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements under FASB Statement No. 13, from the scope of FASB Statement No. 157. FSP No. FAS 157-2 delays the effective date of FASB Statement No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis, to fiscal years beginning after November 15, 2008. The adoption of FASB Statement No. 157 did not have a material impact on the financial condition and results of operations.

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—including an Amendment of FASB No. 115. FASB Statement No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The Company adopted FASB Statement No. 159 on January 1, 2008, as required. The Company did not elect the fair value measurement option for any of its financial assets or liabilities. Therefore, the adoption of FASB Statement No. 159 had no impact on the Company’s financial statements.

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. FASB Statement No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. FASB Statement No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. FASB Statement No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company will apply the provision of FASB Statement No. 141(R) prospectively as of that date.

In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51. FASB Statement No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. FASB Statement No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. FASB Statement No. 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of FASB Statement No. 160 on the Company’s financial condition and results of operations.

9

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

2. RECEIVABLES

Receivables at March 31, 2008 consisted of the following:

Receivables:
Contract receivables	$	163,680,437
Retainage receivables		121,146,489
Trade and other		2,006,868
Total receivables	$	286,833,794

Retainage:

Many of the contracts under which the Company performs work contain retainage provisions. Retainage refers to that portion of revenue earned by the Company but held for payment by the customer pending satisfactory completion of the project. The Company believes that all amounts retained by customers under such provisions are fully collectible. Retainage on active contracts is classified as a current asset regardless of the term of the contract. Retainage is generally collected within one year of the completion of the contract. As of March 31, 2008, the amount of retainage expected to be collected beyond one year was $69,088,317.

3. PROPERTY AND EQUIPMENT

Property and equipment, at cost, at March 31, 2008 consisted of the following:

Land	$	4,496,263
Building and improvements		12,912,609
Transportation equipment		12,345,360
Construction equipment		91,169,147
Office equipment		3,209,285
Property and equipment, gross		124,132,664
Less accumulated depreciation		38,934,961
Property and equipment, net of depreciation	$	85,197,703

Included in property and equipment as of March 31, 2008, are amounts recorded under capital leases for transportation equipment of $3,259,722. Accumulated depreciation on transportation equipment recorded under capital leases was $1,562,897 as of March 31, 2008. Effective January 1, 2008, a commercial office building was transferred to an affiliate of the principal shareholder (see Note 9).

4. OPERATING LEASES

During 2005, the Company entered into a new non-cancelable operating lease for a corporate aircraft after the buyout of an existing lease. The Company has the right to voluntarily terminate the lease and purchase the asset on any installment payment date after the first 12-month anniversary of the lease for the outstanding lease balance. Upon expiration of the initial lease term in December 2015, the Company has the option of either purchasing the asset for the outstanding lease balance or returning the asset to the lessor.

10

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

4. OPERATING LEASES, Continued

The Company’s shareholder has personally guaranteed this lease. Total rental expense under this lease was $864,095 for the three months ended March 31, 2008, and 2007.

The Company leases facilities from its principal shareholder and an affiliate owned by the principal shareholder under non-cancelable operating lease agreements with monthly payments of $140,000, which increases at 3% per annum beginning July 1, 2007, expiring in July 31, 2016. Lease expense for these leases recorded on a straight-line basis was $481,659 for three months ended March 31, 2008, and 2007.

Future minimum lease payments, including a guaranteed residual of $18,162,015 on the transportation equipment lease at March 31, 2008, are as follows:

	Third Party		Related Party		Total
2008 (remaining 9 months)	$	2,592,285	$	1,323,756	$	3,916,041
2009		3,456,380		1,809,047		5,265,427
2010		3,456,380		1,863,318		5,319,698
2011		3,456,380		1,919,218		5,375,598
2012		3,456,380		1,976,794		5,433,174
Thereafter		28,531,155		7,577,533		36,108,688
Total	$	44,948,960	$	16,469,666	$	61,418,626

5. LONG-TERM DEBT

Long-term debt at March 31, 2008 consisted of the following:

Notes payable collateralized by construction and transportation equipment payable in monthly principle installments of $581,344 plus fixed interest ranging from 6.00% to 7.95%, through maturity, which extends to January 2013.	$	24,350,708
Notes payable collateralized by construction and transportation equipment payable in monthly principal and interest installments of $283,645, with fixed interest ranging from 6.02% to 6.99%, through maturity, which extends to December 2012.		11,092,570
Mortgage note, guaranteed by the principal shareholder, payable in monthly installments of interest only at prime rate, which is 6.0% at March 31, 2008, through maturity, which is October 2008.		1,460,000
Mortgage note payable in monthly installments of $8,711, including principal and interest fixed at 6.5% through maturity, which is August 2011.		290,932
Transportation equipment capital leases payable through maturity, which is June 2011.		1,532,569
Long-term debt		38,726,779
Less current maturities		11,821,768
Long-term debt, less current maturities	$	26,905,011

The Company, in September 2007, entered into a new revolving credit facility, which expires August 2009. The facility, which replaced a $25,000,000 existing facility, provides for borrowings up to $50,000,000,

11

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

5. LONG-TERM DEBT, Continued

including a letter of credit facility of up to $8,000,000. As of March 31, 2008 outstanding balances under the credit facilities were $0, in addition to standby letters of credit in the amounts of $6,531,696 and availability under the credit facilities was $43,468,304. Certain of the Company’s marketable securities and/or cash and other general assets secure the credit facility. The credit facility contains certain financial covenants, including maintenance of minimum levels of net worth and profitability and maintenance of certain debt-to-worth and current ratios. At March 31, 2008, the Company was in compliance with its financial covenants.

The mortgage notes payable are collateralized by separate first trust deeds on real property.

At March 31, 2008, maturities of long-term debt at March 31 for each fiscal year are as follows:

2009	$	11,821,768
2010		10,546,742
2011		9,215,964
2012		5,098,962
2013		2,043,343
Total	$	38,726,779

6. INCOME TAXES

The provision for income taxes includes the following:

	Three Months Ended March 31,
	2008		2007
Current
State	$	139,764	$	266,280
Federal		104,480		—
Foreign		374,610		455,700
Total current		618,854		721,980
Deferred
State		—		75,244
Foreign		—		—
Total deferred		—		75,244
Total provision for income taxes		618,854		797,224
Less attributed to discontinued operations		—		800
Total provision for income taxes from continuing operations	$	618,854	$	796,424

12

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

6. INCOME TAXES, Continued

The table below reconciles the difference between the statutory federal income tax rate and the effective rate provided for income before income taxes in the Consolidation Statements of Income.

	Three Months Ended March 31,
	2008			2007
Federal income taxes at the statutory rate	$	7,587,959		$	8,410,695
State income taxes, net of federal benefits		139,764			341,741
Permanent differences
Earnings subject to different federal corporate tax rates		(7,122,495	)		(7,945,648	)
Change in rates		(9,953	)		—
Foreign earnings taxed at different rates		23,579			(7,116	)
Other		—			(2,448	)
Total provision for income taxes		618,854			797,224
Less attributed to discontinued operations		—			800
Total provision for income taxes from continuing operations	$	618,854		$	796,424

The total income before taxes is recorded as follows:

	Three Months Ended March 31,
	2008		2007
Income before taxes:
Domestic	$	20,676,937	$	22,701,851
Foreign		1,002,947		1,328,707
Total income before taxes		21,679,884		24,030,558
Less attributed to discontinued operations		—		(37,651	)
Total income before taxes on continuing operations	$	21,679,884	$	24,068,209

Components of the net deferred tax liability (asset) recognized by type of temporary difference at March 31, 2008 are as follows:

Current
Other	$	(192,896	)
Total current		(192,896	)
Noncurrent
Contract accounting		(16,442	)
Depreciation		1,325,899
Other		1,967
Total noncurrent		1,311,424
Total	$	1,118,528

13

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

6. INCOME TAXES, Continued

As of January 1, 2007 and March 31, 2008, the Company identified and reviewed potential uncertainties related to taxes upon the adoption of FIN No. 48 and determined that the exposure to those uncertainties did not have a material impact on the Company’s results of operations or financial condition.

The Company recognizes interest and penalties accrued related to uncertain tax positions as a component of the income tax provision. There were no material uncertain tax positions as of March 31, 2008. For the three months ended March 31, 2008, there have been no interest and penalties recorded as a component of the income tax provision.

7. STOCK TRANSACTION

On October 1, 2007, certain executives of the Company entered into a Stock Purchase Agreement with the Company’s principal shareholder (“principal shareholder”), in which the executives acquired 34,500 shares of common stock of the Company, representing 3.83% of the shares outstanding, for total consideration of $9,582,179. In addition, the parties entered into a Buy-Sell Agreement (“Buy-Sell”) dated October 1, 2007, placing substantial restrictions on the ability of the executives to sell the shares acquired under the Agreement.

In the event that the executives terminate their employment with the Company, the Buy-Sell provides that the principal shareholder has a right to purchase the shares acquired by the executives at the original price. The Buy-Sell terminates on the occurrence of a reorganization, merger, or consolidation involving another corporation in which the Company is not the survivor, or the closing of a public offering of the shares of stock of the Company (“IPO”).

Because of the restrictions placed on transfer or sale of the shares, the executives rights to any excess of the fair value of the shares estimated at $555 per share at the grant date over cost (in the amount of $9,565,321) can only be realized through the termination of the agreement or at the sole discretion of the principal shareholder to pay fair market value under certain provisions of the agreement. Accordingly, no compensation expense will be recognized for the shares issued in connection with this transaction until such time that termination of the Buy-Sell Agreement becomes likely or the Buy-Sell Agreement is terminated. Distributions related to the shares held by the executives will be recorded as compensation expense in the period incurred. During the three months ended March 31, 2008, $1,070,753 was recorded as compensation expense in General and administrative expenses in the accompanying consolidated statement of income.

8. RELATED-PARTY TRANSACTIONS

At March 31, 2008, the Company’s principal shareholder has provided a guarantee on a transportation equipment lease. In addition, the Company’s principal shareholder has non-cancelable operating leases on facilities (see Note 4).

The Company’s principal shareholder is Chairman and CEO or Perini Corporation. As a condition to an investor group’s acquisition of shares of Perini Corporation Series B Preferred Stock for an aggregate of $30 million, which was approved by the shareholders in January 1997, Perini Corporation entered into an agreement with the Company and sole shareholder of the Company, to provide certain management services, as defined. The management agreement has been renewed annually by the Perini Corporation Board of Directors under the same basic terms and conditions as the initial agreement except that the

14

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

8. RELATED-PARTY TRANSACTIONS, Continued

amount of the annual fee payable thereunder to the Company was increased effective September 15, 2004, from $375,000 to $800,000, and effective March 15, 2006, from $800,000 to $900,000. Compensation for the principal shareholder to provide management services consisted of $233,333 for the three months ended March 31, 2007 and $250,000 for the three months ended March 31, 2008. Payments under the agreement paid to the Company were passed directly to the principal shareholder.

Included in the Company’s financial statements are $7,675,245 and $4,693,237 in revenues for the three months ended March 31, 2008 and 2007, respectively, derived from the Company’s interest in various construction joint ventures with Perini Corporation. Also included were total assets of $15,613,493 as of March 31, 2008, relating to these construction joint ventures. One of these joint ventures is involved in a continuing dispute with the Los Angeles County Metropolitan Transportation Authority (see Note 13).

The Company’s principal shareholder had $15,310,000 due to the Company as of March 31, 2008. This amount consisted of short term advances.

An affiliate of the Company’s principal shareholder had an outstanding note payable due to a joint venture, of which the Company’s proportionate share was $210,368 as of March 31, 2008, and is included in the accompanying balance sheet.

9. DISCONTINUED OPERATIONS

Effective January 1, 2008 the Company entered into an exchange transaction with an affiliate owned by the Company’s majority shareholder. The Company transferred its partnership interest in a commercial office building in exchange for a 2% interest in one of the Company’s consolidated subsidiaries that was held by the affiliated company. The December 31, 2007 balance sheet reflects $26,759,142 in property and equipment, minority interest receivable of $13,423,058, cash of $3,855,279, other net assets of $1,853,748 and mortgage debt of $24,370,345 associated with the Company’s interest in this partnership. The December 31, 2007 book value of the 2% interest in the Company’s consolidated subsidiary is $250,749. Based on this exchange transaction, the activities relating to the commercial office building have been reported as discontinued operations. Revenues were $0 and $1,616,382 and pretax income (loss) was $0 and $(37,651) for the three months ended March 31, 2008 and 2007, respectively, and were reported as discontinued operations. The transaction had no impact to net income in the accompanying consolidated statements of income. The net book value of assets distributed over assets received was recorded as a distribution of $21,270,133 on January 1, 2008.

10. ACQUISITIONS

Acquisition of Powerco Electric Corp.

On September 30, 2007, the Company purchased 100% of the outstanding stock of Powerco Electric Corp. (“PEC”), a commercial electrical subcontractor, for $3,300,000 in cash. PEC performs work in and around the Los Angeles area, specializing in commercial building projects.

15

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

10. ACQUISITIONS, Continued

The transaction was accounted for using the purchase method of accounting as required by FASB Statement No. 141, Business Combinations, including the allocation of the purchase to the tangible and intangible assets of Powerco Electric Corp., which has been finalized. The following table summarizes the fair value of the assets acquired and liabilities assumed as of September 30, 2007:

Current assets	$	21,684,107
Property and equipment, net		325,969
Goodwill		2,826,117
Intangibles		4,160,000
Total assets acquired		28,996,193
Current liabilities		(7,745,611	)
Other long-term liabilities		(17,950,582	)
Total acquisition costs	$	3,300,000

The following table identifies the intangible asset acquired and its respective amortization period. The amount assigned to an intangible asset represents the Company’s estimate of the fair value of the intangible asset acquired, which is being amortized in relation to contract revenue. Amortization expense was $631,113 for the three months ended March 31, 2008.

	Amount		Amortization Period
Constructon contract backlog	$	4,160,000	4 years
Total intangible asset acquired	$	4,160,000

Acquisition of Desert Plumbing & Heating Co. Inc.

On January 4, 2008 the Company purchased 100% of the outstanding stock of Desert Plumbing & Heating Co. Inc. (“DPH”), a mechanical subcontractor located in Las Vegas, NV, for $35.0 million cash and an earn-out based upon a percentage of DPH’s earnings over the next three years, up to a maximum of $4 million annually. DPH operates primarily in the state of Nevada and had approximately 25 contracts in progress, primarily in the Las Vegas hotel and gaming market, at the time of the acquisition.

In the event the Company becomes a public company by public offering or otherwise, the earn-out payments to the former DPH shareholders will be payable in shares of stock in the parent company in an amount equivalent to the maximum earn-out payment of $12 million.

16

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

10. ACQUISITIONS, Continued

The transaction was accounted for using the purchase method of accounting as required by FASB Statement No. 141, Business Combinations, including the allocation of the purchase to the tangible and intangible assets of DPH, which has been finalized. The following table summarizes the fair value of the assets acquired and liabilities assumed as of January 4, 2008:

Current assets	$	31,260,668
Property and equipment, net		933,964
Goodwill		18,487,000
Intangibles		9,000,000
Total assets acquired		59,681,632
Current liabilities		(24,681,632	)
Total acquisition costs	$	35,000,000

The $18,487,000 of “Goodwill” referred to above has been allocated to the building construction segment and is not deductible for tax purposes. Goodwill and intangible assets with an indefinite life recorded in the acquisition were tested in 2005, 2006 and 2007 and will be tested periodically in the future for impairment as required by FASB Statement No. 142, Goodwill and Other Intangible Assets.

The following table identifies the intangible assets acquired and their respective amortization periods. Amortization expense was $609,250 for the three months ended March 31, 2008.

	Amount		Amortization Period
Trade names		4,100,000	19 years
Customer relationships		3,300,000	9 years
Construction contract backlog	$	1,600,000	2 years
Total intangible assets acquired	$	9,000,000

All Star Aggregate, Inc.

On March 7, 2008, the Company entered into an agreement for the transfer and purchase of certain mineral material mining contracts, equipment, and material stockpiles used to operate All Star Aggregate, Inc.’s existing business in Sloan Pit, located in Clark County, NV, for a purchase price of $5,200,000. At March 31, 2008, the Company’s present value portion of the remaining royalty payables of $1,853,677 is included in the accompanying balance sheet.

Bureau of Land Management Leases

On March 12, 2008, the Company entered into a 10-year renewable contract with the Bureau of Land Management (“BLM”) for the extraction of 19,500,000 tons of limestone aggregate on land located at Mount Diablo Meridian, NV. Pursuant to the Company’s September 12, 2007 high bid of $0.90 per ton and a $0.01 per ton administrative fee, the total contract price equates to $17,745,000 and requires a five percent deposit in the amount of $877,500 prior to beginning extraction. The balance of the contract price will be paid monthly over the contract term based upon the value of materials removed in the prior month. In addition, the Company is obligated under a separate agreement to pay a third party a finders fee related to

17

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

10. ACQUISITIONS, Continued

the transaction in the amount of $300,000. At March 31, 2008, the Company’s present value portion of the remaining royalty payables of $9,507,354 is included in the accompanying balance sheet.

11. RETIREMENT PLANS

The Company participates in multi-employer defined benefit pension plans in connection with union collective bargaining agreements. Contributions are based upon hours worked by employees covered under these agreements and are funded on a current basis. The Company contributed and charged to expense $2,444,650 and $1,633,804 for the three months ended March 31, 2008 and 2007, respectively.

The Company sponsors a 401(k) profit-sharing plan for non-union domestic employees. Effective July 1, 2006, the Company began contributing $0.30 per dollar (an increase from $0.25 per dollar) of employee contributions up to 10% of eligible salary. Participants are fully vested in their contributions and vest at a rate of 20% per year of participation in the plan, becoming fully vested in 5 years. The Company contributed and charged to expense $170,786 and $125,764 for the three months ended March 31, 2008 and 2007, respectively.

DPH adopted a 401(k) profit sharing plan in 1995. Participants may elect to contribute up to 12% of their earnings into the plan. DPH’s contributions to the Plan are determined by management on an annual basis. For the three months ended March 31, 2008, DPH contributed $11,717 in matching contributions to its plan.

The Company sponsors a 401(k) profit sharing plan for non-union territory of Guam employees. The Company contributes $0.25 per dollar of employee contributions up to 6% of eligible salary. Participants are fully vested in their contributions and vest at a rate of 20% per year of participation in the plan, becoming fully vested in 5 years. The Company contributed and charged to expense $23,156 and $18,231 for the three months ended March 31, 2008 and 2007, respectively.

12. SIGNIFICANT RISKS AND UNCERTAINTIES

Concentrations:

A majority of the Company’s cash balances are on deposit with financial institutions and exceed federally insured deposit limits. A substantial portion of the Company’s labor force (40%) is subject to collective bargaining agreements, which expire in years 2008 and beyond. Revenues from various projects in California for University of California, Los Angeles totaled $31,938,638 (or 14% of consolidated revenues) for the three months ended at March 31, 2007. Revenues from a single project in Nevada for Wynn Las Vegas, LLC totaled $191,569,594 (or 48% of consolidated revenues) for the three months ended at March 31, 2008, and $100,022,416 (or 43% of consolidated revenues) for the three months ended at March 31, 2007. Revenues from a single project in Nevada for Westgate Planet Hollywood Las Vegas, LLC totaled $64,995,050 (or 16% of consolidated revenues) for the three months ended at March 31, 2008. Revenues from a single project for Los Angeles World Airports totaled $37,464,130 (or 16% of consolidated revenues) for the three months ended at March 31, 2007.

The Company had accounts receivable due from various projects for University of California, Los Angeles, in the amount of $37,531,270 (or 13% of receivables); a single project for Wynn Las Vegas, LLC totaled $109,589,479 (or 38% of receivables); and a single project for Westgate Planet Hollywood Las Vegas, LLC totaled $30,911,806 (or 11% of receivables) at March 31, 2008.

18

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

13. OTHER COMMITMENTS AND CONTINGENCIES

Contingent liabilities of the Company include the industry standard contractor liabilities for performance and completion of construction contracts. In addition, the Company is a defendant in various lawsuits. Except as discussed below, in the opinion of management, the resolution of these matters will not likely have a material adverse effect on the financial position, result of operations or cash flows of the Company.

The Company, from time to time, enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) business sales and purchase agreements, under which the Company may provide customary indemnification, and (ii) certain lease agreements, under which the Company may be required to indemnify the lessor for environmental and other liabilities, and other claims arising from the Company’s use of the applicable asset.

The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations in its balance sheet as of March 31, 2008.

Tutor-Saliba/Perini JV v. Los Angeles MTA—1995:

Los Angeles Superior Court Case No. BC 123559

In March 1995, a joint venture, Tutor-Saliba/Perini (“TSP”), in which Tutor-Saliba Corporation is the 60% partner, filed a complaint in Los Angeles Superior Court against the Los Angeles County Metropolitan Transportation Authority (“MTA”) for breach of contract, which sought damages of approximately $16 million to compensate TSP and its subcontractors for the costs of extra work, delays, and interest on late payments under four separate contracts with the MTA. In February 1999, the MTA filed a cross-complaint generally alleging violation of the California False Claims Act (“CFCA”) and several other federal and state statutory provisions.

Trial commenced before a jury in May 2001. During trial, the Judge ruled that TSP may have failed to produce certain documents to the MTA, and the Judge penalized TSP for its alleged non-compliance by dismissing TSP’s claim and by ruling, without jury finding of fact, that TSP was liable to the MTA for damages on the MTA’s counterclaim. Pursuant to the Judge’s instructions, the Jury awarded the MTA approximately $32 million in damages and prejudgment interest, subsequently, in March 2002, the judge awarded an additional $31 million in legal fees and costs. Tutor-Saliba’s share of the aggregate award being approximately $37.8 million.

TSP appealed the verdict and the Court’s rulings on motions and sanctions.

On January 25, 2005, the State of California Court of Appeal issued an opinion in which it reversed the entire $63 million trial court’s judgment and found that the trial court judge had abused his discretion and violated TSP’s due process rights and imposed an impermissibly overbroad sanction in issuing terminating sanctions that prevented the joint venture from presenting its claims and severely limited TSP in defending itself against the MTA’s lawsuit. The Court of Appeal also directed the trial court to dismiss MTA’s claims that TSP had violated the Unfair Competition Law and remanded the remainder of the case to the trial court for further proceedings, including a new trial, with a new judge, on the joint venture’s claims against the MTA.

19

TUTOR-SALIBA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2008 and for the three months ended March 31, 2008 and 2007

13. OTHER COMMITMENTS AND CONTINGENCIES, Continued

The case was reassigned to the Complex Civil Division, Los Angeles Superior Court—Central Civil West, with the Presiding Judge of that division being assigned to the case. The Court is seeking ways to resolve the case short of full trial, but in a manner that would be upheld by the Court of Appeal, elected to bifurcate the trial and try the MTA’s suggested strongest claim first. That claim was a pass-through subcontractor claim that the MTA agreed to pay through an executed change order for approximately $111,000, in or about 1995 (“Tunnel Handrail” claim). Trial commenced on the MTA’s Tunnel Handrail claim on November 17, 2006, and was completed on December 18, 2006, with the Jury entering a verdict in favor of the MTA pertaining to the “handrail” issue. A final judgment with respect to this claim will not be entered, until the entire case has been resolved and will be subject to appeal.

In February 2007, the court granted TSP a motion and precluded MTA in future proceedings from presenting its claims that TSP breached its contract and violated the CFCA.

On December 26, 2007 the Court issued an order and opinions regarding TSP’s and MTA’s affirmative claims, on the “night restrictions” issues, which determined that no claims have sufficient prima facie evidence to proceed to trial. MTA has filed a notice of its intent to seek a “new trial” as to the Court’s denial of MTA’s night restrictions claims in the entirety.

The court has indicated that it would like the parties to resolve the entire case through mediation. Those efforts to date have failed.

Due to the major issues of the case still remaining to be scheduled for retrial, the ultimate financial impact of the lawsuit is not yet determinable. Therefore, no provision for loss, if any, has been recorded in the financial statements.

14. SUBSEQUENT EVENTS

Purchase of North Valley Commerce Center, Building G

On October 30, 2007, the Company entered into an agreement to purchase the North Valley Commerce Center, Building G in Sylmar California for $6.5 million in cash. The property will consist of an office and warehouse facility, currently under construction. As of January 25, 2008, the Company has made initial deposits for the property totaling $300,000 into an escrow account. The purchase is expected to close upon substantial completion of the building.

Perini Merger

On April 2, 2008, the Company entered into a definitive agreement with Perini Corporation, a publicly traded construction company, under which the two companies would be combined, in tax-free, all-stock merger. The transaction is subject to customary closing conditions, including the approval of Perini’s shareholders and receipt of regulatory approvals.

20

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined balance sheet as of March 31, 2008 and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2007 and the three months ended March 31, 2008 are based on the separate historical consolidated financial statements of Perini and Tutor-Saliba. These unaudited pro forma condensed combined financial statements reflect the merger and related events using the purchase method of accounting and apply the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet as of March 31, 2008 reflects the merger and related events as if they had been consummated on March 31, 2008. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2007 and the three months ended March 31, 2008 reflect the merger and related events as if they had been consummated on January 1, 2007, the beginning of Perini’s 2007 fiscal year.

The pro forma adjustments are based upon available information and assumptions that the managements of Perini and Tutor-Saliba believe reasonably reflect the merger. We present the unaudited pro forma condensed combined financial statements for informational purposes only. The pro forma condensed combined financial statements are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the merger as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company. You should read this information together with the following:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• the separate historical unaudited financial statements of Perini as of and for the three months ended March 31, 2008 included in Perini’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, which are incorporated by reference into this proxy statement;

• the separate historical audited financial statements of Perini as of and for the fiscal year ended December 31, 2007 included in Perini’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which are incorporated by reference into this proxy statement;

• the separate historical unaudited financial statements of Tutor-Saliba as of and for the three months ended March 31, 2008, which are included in the annexes to this proxy statement; and

• the separate historical audited financial statements of Tutor-Saliba as of and for the fiscal year ended December 31, 2007, which are included in the annexes to this proxy statement.

We prepared the unaudited pro forma condensed combined financial statements using the purchase method of accounting, with Perini as the acquirer. Accordingly, the total estimated purchase price, calculated as described in Note 1 to the unaudited pro forma condensed combined financial statements, is allocated to the net tangible and identifiable intangible assets of Tutor-Saliba acquired in connection with the merger, based on their respective fair values. Should there be an increase in the fair value of the Tutor-Saliba tangible and/or intangible assets as of the closing date of the merger, the amount of the purchase price allocated to these assets will increase accordingly, resulting in a decrease in the amount of goodwill recorded and an increase in depreciation expense and/or amortization expense. A 10% increase in the fair value of the depreciable tangible assets could increase depreciation expense by approximately $0.1 million per year. A 10% increase in the fair value of amortizable intangible assets could increase amortization expense by $1.1 million per year.

The allocation is dependent upon valuations and other studies that have not progressed to a stage where there is sufficient information to make a definitive allocation. Accordingly, the purchase price allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements. The final purchase price allocation, which will be determined subsequent to the closing of the merger, and its effect on results of operations may differ significantly from the pro forma amounts included in the unaudited pro forma condensed combined financial statements. These amounts represent the managements’ best estimate as of the date of this proxy statement. In order to provide a definitive accounting of the purchase price allocation as of the date of the closing of the merger, Perini will retain

1

valuation specialists to help establish the fair value of the net tangible and intangible assets of Tutor-Saliba as of the closing date. These valuations will primarily include valuations of the fair value of fixed assets, intangible assets such as trade name, existing customer relationships, favorable lease terms on existing leases and existing construction contract backlog. In addition, Perini will review and adjust the effective tax rate as required, and adjust estimated transaction costs to actual. Statement of Financial Accounting Standards No. 141 – “Business Combinations” – allows the acquiring company one year to complete the final analysis and accounting for the purchase price allocation related to a business combination.

In connection with the plan to integrate the operations of Perini and Tutor-Saliba, we anticipate that non-recurring charges, such as costs associated with systems implementation, relocation expenses, severance and other costs associated with exit or disposal activities, will be incurred. We are not able to determine the timing, nature and amount of these charges as of the date of this proxy statement/prospectus. However, these charges could affect the combined results of operations of Perini and Tutor-Saliba, as well as those of the combined company following the merger, in the period in which they are recorded. The unaudited pro forma condensed combined financial statements do not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are non-recurring in nature and not factually supportable at the time that the unaudited pro forma condensed combined financial statements were prepared. In addition, the unaudited pro forma condensed combined financial statements do not include the realization of any cost savings from operating efficiencies or synergies resulting from the transaction, nor do they include any potential incremental revenues and earnings that may be achieved with the combined capabilities of the companies.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2008

	Perini Corporation (historical)		Tutor-Saliba (historical)		Pro Forma Adjustments			Note 2		Pro Forma Combined
	(In thousands)
ASSETS:
Cash and cash equivalents	$	349,749	$	110,328	$	(64,290	)	(g	)	$	395,496
						(291	)	(h	)
Restricted cash		—		16,000							16,000
Short-term investments		110,337		—							110,337
Accounts receivable, including retainage		1,013,399		286,906		(8,002	)	(i	)		1,291,903
						(400	)	(g	)
Costs and estimated earnings in excess of billings		93,577		32,386							125,963
Advances to related parties		—		15,310		(15,310	)	(g	)		—
Deferred income taxes		5,964		193							6,157
Other current assets		3,764		11,290		3,300		(a	)		18,354
Total current assets		1,576,790		472,413		(84,993	)				1,964,210
Property and equipment, net		98,698		85,198		16,133		(a	)		197,412
						(2,617	)	(h	)
Goodwill		27,268		21,181		746,397		(b	)		773,665
						(21,181	)	(b	)
Purchased intangible assets, net		3,916		10,689		234,900		(c	)		238,816
						(10,689	)	(c	)
Mineral right assets		—		12,850							12,850
Other assets		23,507		1,649		(294	)	(f	)		24,862
	$	1,730,179	$	603,980	$	877,656				$	3,211,815

2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (continued)

MARCH 31, 2008

	Perini Corporation (historical)			Tutor-Saliba (historical)		Pro Forma Adjustments			Note 2		Pro Forma Combined
	(In thousands)
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current maturities of long-term debt	$	5,683		$	11,822						$	17,505
Accounts payable, including retainage		959,168			278,850		(8,002	)	(i	)		1,230,016
Billings in excess of costs and estimated earnings		186,470			57,613							244,083
Accrued expenses		128,447			27,817		30,212		(f	)		186,476
Total current liabilities		1,279,768			376,102		22,210					1,678,080
Long-term debt, less current maturities included above		13,635			26,905		(291	)	(h	)		40,249
Deferred income taxes		471			1,311		87,395		(d	)		107,770
							18,593		(d	)
Royalty liabilities		—			11,361							11,361
Other long-term liabilities		39,951			3,786		55,000		(g	)		98,737
Stockholders’ equity:
Common stock		27,147			6,757		22,987		(e	)		50,134
							(6,757	)	(e	)
Additional paid-in capital		163,371			11,076		856,277		(e	)		1,019,648
							(11,076	)	(e	)
Retained earnings		223,353			166,581		(135,000	)	(g	)		223,353
							(11,065	)	(e	)
							(2,617	)	(h	)
							(18,593	)	(d	)
							694		(f	)
Accumulated other comprehensive income (loss)		(17,517	)		101		(101	)	(e	)		(17,517	)
Total stockholders’ equity		396,354			184,515		694,749					1,275,618
	$	1,730,179		$	603,980	$	877,656				$	3,211,815

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2008

	Perini (historical)			Tutor-Saliba (historical)			Pro Forma Adjustments			Note 2		Pro Forma Combined
	(in thousands, except per share data)
Revenues	$	1,256,336		$	394,963		$	(11,113	)	(o	)	$	1,640,186
Cost of operations		1,189,774			360,210			2,793		(k	)		1,540,677
								253		(l	)
								(11,113	)	(o	)
								(1,240	)	(j	)
Gross profit		66,562			34,753			(1,806	)				99,509
General and administrative expenses		27,599			13,557			256		(r	)		40,718
								(694	)	(q	)
Income from construction operations		38,963			21,196			(1,368	)				58,791
Other income (expense), net		1,505			1,263								2,768
Interest expense		(355	)		(779	)		(688	)	(p	)		(1,822	)
Income before income taxes		40,113			21,680			(2,056	)				59,737
Provision for income taxes		(14,960	)		(619	)		(7,533	)	(s	)		(22,339	)
								773		(t	)
Net income	$	25,153		$	21,061		$	(8,816	)			$	37,398
Basic earnings per common share	$	0.93										$	0.75
Diluted earnings per common share	$	0.91										$	0.74
Weighted average common shares outstanding:
Basic		27,145						22,987		(u	)		50,132
Diluted		27,653						22,987					50,640

4

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007

	Perini (historical)			Tutor-Saliba (historical)			Pro Forma Adjustments			Note 2		Pro Forma Combined
	(in thousands, except per share data)
Revenues	$	4,628,358		$	1,151,824		$	127,499		(n	)	$	5,875,295
								(32,386	)	(o	)
Cost of operations		4,379,464			1,063,157			11,170		(k	)		5,510,638
								761		(l	)
								(883	)	(m	)
								90,586		(n	)
								(32,386	)	(o	)
								(1,231	)	(j	)
Gross profit		248,894			88,667			27,096					364,657
General and administrative expenses		107,913			36,237			1,069		(r	)		159,495
								14,276		(n	)
Income from construction operations		140,981			52,430			11,751					205,162
Other income (expense), net		15,361			99,206			63		(n	)		114,630	(1)
Interest expense		(1,947	)		(4,197	)		(2,750	)	(p	)		(8,962	)
								(68	)	(n	)
Income before minority interest and income taxes		154,395			147,439			8,996					310,830
Provision for income taxes		(57,281	)		(4,399	)		(51,038	)	(s	)		(116,100	)
								(3,382	)	(t	)
Income before minority interest		97,114			143,040			(45,424	)				194,730
Minority interest		—			(111	)							(111	)
Income from continuing operations		97,114			142,929			(45,424	)				194,619
Income from discontinued operations, net of tax		—			226			(226	)	(m	)		—
Net income	$	97,114		$	143,155		$	(45,650	)			$	194,619
Basic earnings per common share	$	3.62										$	3.91
Diluted earnings per common share	$	3.54										$	3.86	(2)
Weighted average common shares outstanding:
Basic		26,819						22,987		(u	)		49,806
Diluted		27,419						22,987					50,406

(1) Includes $94,105 non-recurring gain on sale of marketable securities.

(2) Pro forma diluted earnings per share excluding the non-recurring gain on sale of marketable securities (see Note (1) above) is $2.70.

5

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

1. Basis of Pro Forma Presentation

On April 2, 2008, Perini and Tutor-Saliba entered into the Merger Agreement, pursuant to which Tutor-Saliba will merge into a wholly owned subsidiary of Perini, with Perini continuing as the surviving corporation. The transaction is to be accounted for using the purchase method of accounting. For purposes of these unaudited pro forma condensed combined financial statements, Perini has assumed the total preliminary purchase consideration in the merger to be approximately $898 million, consisting of shares of Perini common stock valued at $879 million, and approximately $19 million in transaction costs, to be paid by Perini.

Under the terms of the Merger Agreement, Perini will issue 22,987,293 shares of Perini common stock to the Tutor-Saliba shareholders in exchange for their shares of Tutor-Saliba common stock.

The unaudited pro forma condensed combined balance sheet contains a preliminary estimate of the purchase price allocation, assuming a per share value of Perini common stock of $38.25, the closing market price of Perini common stock on April 2, 2008.

The preliminary unaudited pro forma condensed combined financial statements have been prepared assuming that the merger is accounted for using the purchase method of accounting, which is referred to as purchase accounting, with Perini as the acquiring entity. Accordingly, under purchase accounting, the assets, liabilities and commitments of Tutor-Saliba are adjusted to their fair values. The preliminary unaudited pro forma condensed combined financial statements do not reflect the impact of possible revenue enhancements, cost and expense efficiencies, synergies or asset dispositions. The preliminary unaudited pro forma condensed combined financial statements do not reflect possible adjustments related to restructuring charges that have yet to be determined or charges or credits that are not expected to have a continuing impact after twelve months succeeding the merger.

The preliminary unaudited pro forma adjustments represent each management’s estimates based on information available as of the time this proxy statement was prepared and are subject to revision as additional information becomes available and as additional analyses are performed.

The final allocation of the purchase price will be determined after the merger is consummated and after completion of a thorough analysis to determine the fair values of Tutor-Saliba’s tangible and identifiable intangible assets and liabilities. Accordingly, the final purchase accounting adjustments could be materially different from the preliminary unaudited pro forma adjustments presented herein. Any increase or decrease in the fair values of Tutor-Saliba’s assets, liabilities, and other items, as compared to the information shown herein, will change the portion of the purchase price allocable to goodwill and will impact the combined income statement due to adjustments in amortization or accretion related to the adjusted assets or liabilities.

Based on Perini’s shares of common stock and equity awards outstanding as of April 2, 2008, and assuming that all of the equity awards outstanding as of April 2, 2008 remain outstanding as of the effective time of the merger, the total preliminary estimated purchase price is as follows:

Stock consideration
Shares of Perini common stock to be issued for Tutor-Saliba common stock outstanding based on the closing market price of Perini common stock on April 2, 2008 of $38.25	22,987	$	879,264
Total gross consideration		$	879,264
Estimated transaction costs, to be paid by Perini			19,200
Total preliminary estimated purchase price		$	898,464

6

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS—(Continued)

Under the purchase method of accounting, the total preliminary estimated purchase price as shown in the table above is allocated to Tutor-Saliba’s tangible and intangible assets and liabilities based on their estimated fair values as of the date of completion of the merger. The total preliminary estimated purchase price is allocated herein as follows:

	Amounts
	(In thousands)
Net tangible assets as of March 31, 2008 at estimated fair value			$	4,562
Identifiable intangible assets:
Trade name	$	137,000
Customer relationships		51,200
Favorable leases		23,000
Contract backlog acquired		11,500
Nevada contractor’s licenses		12,200
Total amount allocated to identifiable intangible assets				234,900
Deferred tax liabilities				(87,395	)
Amount allocated to goodwill				746,397
Total preliminary estimated purchase price			$	898,464

A preliminary estimate of $4.6 million has been allocated to net tangible assets acquired, $85.7 million has been allocated to amortizable intangible assets acquired, and $149.2 million has been allocated to non-amortizable intangible assets. The depreciation and amortization related to the fair value adjustment to net tangible assets and the amortization related to the amortizable intangible assets are reflected as pro forma adjustments to the unaudited pro forma condensed combined statements of income.

Identifiable intangible assets. Of the total estimated purchase price, $234.9 million has been allocated to trade name, customer relationships, favorable leases, contract backlog acquired and other. This adjustment is preliminary and based on managements’ estimate. The amount that will ultimately be allocated to identifiable intangible assets may differ materially from this preliminary allocation. Customer relationships are amortized using the straight-line method over an estimated useful life of fifteen years based on an estimate of repeat business with certain major customers. Contract backlog acquired is amortized using the straight-line method over an estimated useful life of 2.5 years. Favorable leases are amortized over the remaining terms of the leases. The Tutor-Saliba trade name and Nevada contractor’s licenses held by a subsidiary of Tutor-Saliba are the only non-amortizable intangible assets anticipated to be acquired by Perini pursuant to the merger. The Tutor-Saliba trade name was determined to have an indefinite life on the basis that Tutor-Saliba and its subsidiaries intend to continue to operate under their existing names with no existing or contemplated plan to initiate any material changes to their licensed business operations. The Nevada contractor’s licenses were determined to have indefinite lives on the basis that the licenses are critical to the success of the subsidiary’s operations for an indefinite period of time and that the subsidiary would not be able to successfully operate without these licenses in the state of Nevada, the only state in which it operates. Although these licenses require renewal every two years, they are renewable as a matter of course for a minimal fee and without requiring material modification of any existing terms or conditions of the licenses.

Deferred tax liabilities. The deferred tax liabilities reflect the estimated deferred tax liabilities associated with purchase accounting. Such deferred tax liabilities are primarily associated with the step-up to fair value of identifiable intangible assets. This determination is preliminary and subject to change based upon the final determination of the fair values of identifiable intangible assets acquired.

7

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS—(Continued)

Goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets.

The preliminary estimated amount of goodwill resulting from the merger of $746.4 million generally represents the value of Tutor-Saliba’s geographic market presence, accumulated experience as a general contractor, relationships with suppliers and subcontractors, management team and assembled workforce and the ability of these elements to contribute to the generation of significant future cash flows. Perini believes that the merger will provide substantial strategic and financial benefits to the company beyond what another potential market participant could realize, including the following:

• increased scale and greater diversification of our business;

• entry into additional high growth and high-margin markets and projects;

• consolidation of Ronald N. Tutor’s, our chief executive officer and chairman, management activities on the growth and development of the combined company, and elimination of risk that he might leave Perini to focus on Tutor-Saliba;

• additional management depth and enhanced management capabilities;

• enhanced commercial building and civil business operations, due to the complementary and synergistic strengths of the two companies in these market segments;

• greater opportunities to win new, substantial contracts to drive accelerated growth;

• ability to use the strength of Perini’s balance sheet to win additional large civil and public works projects that required surety capacity in excess of what Tutor-Saliba was able to obtain; and

• opportunities to realize significant synergies.

Please see “Questions and Answers About the Merger and the Meeting — Why has Perini decided to merge with Tutor-Saliba?” beginning on page 1 and “Reasons for the Merger” beginning on page 47 for a detailed discussion of the reasons for and benefits of the merger and “Opinion of UBS Securities LLC” beginning on page 59 for information regarding the Special Committee’s valuation of Tutor-Saliba.

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets, “ goodwill will not be amortized, but instead will be tested for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment. In the event the combined management determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of the impairment during the period in which the determination is made.

2. Pro Forma Adjustments

Adjustments included in the column under the heading “Pro Forma Adjustments” in the unaudited pro forma condensed combined financial statements correspond to the following descriptions:

Pro Forma Adjustments to Condensed Combined Balance Sheet

(a) Adjust Tutor-Saliba’s tangible fixed assets to fair value based upon a preliminary valuation study performed by management using available information from equipment dealers and financing institutions. The step-up to fair value in property and equipment primarily reflects a favorable market for used construction equipment and the overall good condition of the Tutor-Saliba equipment fleet. The step-up to fair value in other current assets reflects a favorable market for used steel maintained in inventory.

(b) Eliminate Tutor-Saliba’s historical goodwill and record preliminary goodwill resulting from the merger. See Note 1 for a more detailed discussion.

8

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS—(Continued)

(c) Eliminate Tutor-Saliba’s historical intangible assets and record the preliminary estimated identifiable intangible assets, which include the acquired trade name, customer relationships, contract backlog acquired, favorable leases and other. See Note 1 for a more detailed discussion.

(d) Record deferred income tax liabilities of $87,395 at 37.6% of the estimated identifiable intangible assets of $232,433. Pursuant to the merger, also record a pro forma adjustment of $18,593 to revalue the deferred income tax liabilities of Tutor-Saliba due to a change in tax rate from the subchapter S corporation election valuation rate to a subchapter C corporation valuation rate. The pro forma adjustments to the deferred income tax liabilities result in a corresponding increase in goodwill.

(e) Eliminate Tutor-Saliba’s historical equity balances and record shares of Perini common stock issued as a result of the merger.

(f) Accrue estimated remaining incremental direct and external transaction costs of $18.2 million (net of $0.3 million included in Other Assets as deferred costs and $0.7 million recorded as expense in 2008) comprised of investment banking fees ($11.5 million), legal fees ($4.3 million), accounting fees ($0.6 million), due diligence expenses ($0.6 million), and filing, printing and other costs related to the merger ($1.2 million). These estimated transaction costs were developed based on actual invoices received and managements’ estimates of the various remaining professional services to be provided. Also includes a $12 million accrual for the payment of contingent consideration by Tutor-Saliba related to the acquisition of Desert Plumbing & Heating Co. consummated by Tutor-Saliba in January 2008 described under “Information About Tutor-Saliba—Recent Developments and Expected 2008 Events” beginning on page 94. The contingent consideration payment of $12 million becomes fixed and accelerated upon Tutor-Saliba’s merger with Perini.

(g) Record the estimated distributions to be paid to Tutor-Saliba shareholders prior to the closing of the merger transaction as described under “Pre-closing Distribution of Property” beginning on page 70 (excluding the distributions of the office building, which was completed prior to March 31, 2008, and the Idaho residence, which is considered in Note 2(h) below) and “—Pre-Closing Payment of Dividends; Dividend Notes” beginning on page 79. The estimated amounts of these distributions were developed by management based on the Tutor-Saliba retained earnings and cash balances at December 31, 2007, the estimated April 2008 subchapter S corporation tax liabilities of the Tutor-Saliba shareholders, actual cash distributions made to shareholders of Tutor-Saliba in 2008, and a projection of the amount of Tutor-Saliba cash available for distribution as of the closing date.

(h) Record distribution of Ketchum, Idaho property to the Tutor-Saliba shareholders prior to the merger.

(i) Eliminate intercompany balances between Perini and Tutor-Saliba.

9

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS—(Continued)

Pro Forma Adjustments to Condensed Combined Statements of Income

(j) Reverse Tutor-Saliba’s amortization of intangible assets.

(k) Record the amortization of the purchased intangible assets resulting from the merger. The purchased intangible assets consist of the estimated fair value of the acquired trade name, customer relationships, favorable leases, contract backlog acquired and other. (See Note 1)

	Three Months Ended March 31, 2008		Fiscal Year Ended December 31, 2007
	(In thousands)
Amortization of purchased intangible assets:
Customer relationships	$	854	$	3,413
Favorable leases		789		3,157
Contract backlog acquired		1,150		4,600
	$	2,793	$	11,170
Trade name and other intangible assets		n.a.		n.a.

(l) Record the estimated incremental depreciation expense resulting from the step-up to fair value of the fixed assets acquired in the merger.

(m) Reverse the impact of certain properties distributed to Tutor-Saliba’s shareholders prior to the merger.

(n) Record the impact of Tutor-Saliba’s acquisitions of companies in September 2007 and January 2008, which are described under “Information About Tutor-Saliba—Recent Developments and Expected 2008 Events” beginning on page 94, as if they were both acquired as of January 1, 2007. The pro forma amounts were derived from financial statements of the acquired companies as of the respective closing dates of the acquisition transactions.

(o) Eliminate intercompany balances between Perini and Tutor-Saliba.

(p) Record interest expense on distribution payable to Tutor-Saliba shareholders.

(q) Reverse transaction costs included in Tutor-Saliba’s G&A expense.

(r) Record estimated impact of the new employment agreement between Perini and Ronald N. Tutor, chairman and chief executive officer.

(s) Record the tax effect of an assumed statutory income tax rate of 37.6% on the historical pretax income of Tutor-Saliba.

(t) Record the tax effect of an assumed statutory tax rate of 37.6% on the pro forma adjustments made.

(u) The pro forma basic and diluted earnings per common share is based on the historical weighted-average number of shares of Perini common stock used in computing basic and diluted net income per share, plus approximately 23 million shares of Perini common stock assumed to be issued in connection with the merger based on the number of shares of Perini common stock outstanding as of April 2, 2008.

10