UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2016
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
001-16129 |
|
33-0927079 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer Identification |
6700 Las Colinas Blvd. |
|
75039 |
(Address of principal executive offices) |
|
(Zip Code) |
(469) 398-7000
(Registrants telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 14, 2016, Fluor Corporation (the Company) announced that it will change the reporting of its financial results to better reflect the diverse end markets the Company serves. Starting with first quarter results that will be released on May 5, 2016, the Company will report its financial results based on the following business segments:
· Energy, Chemicals & Mining: This commodity-related segment will focus on opportunities in the upstream, downstream, chemical, petrochemical, offshore, LNG, pipeline and mining markets.
· Industrial, Infrastructure & Power: This segment includes the markets of infrastructure, power and life sciences & advanced manufacturing, which predominately contract on a fixed-price basis.
· Maintenance, Modification & Asset Integrity: This services-related segment, which is heavily focused on operating expense (OpEx) related spending, includes the activities associated with the recent acquisition of Stork Holding B.V. combined with the Companys existing operations and maintenance activities, its equipment rental-related company (AMECO), its temporary staffing organization (TRS), and Power Services.
· Government: The Government segment remains unchanged.
Unaudited segment information by quarter and year for 2014 and 2015 under the new reporting structure is included in exhibits to this Form 8-K. Segment profit is calculated as revenue less cost of revenue and earnings attributable to noncontrolling interests excluding: corporate general and administrative expense; interest expense; interest income; domestic and foreign income taxes; other non-operating income and expense items; and loss from discontinued operations.
The Company includes backlog and new awards data in the exhibits. Backlog is a measure of the total dollar value of work to be performed on contracts awarded and in progress. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, and deferrals, as appropriate. New awards is a measure of the total dollar value of work to be performed on contracts awarded in the period. Backlog and new awards measures are regularly reported in the construction industry.
The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including the exhibits, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
|
Description |
99.1 |
|
Press Release issued by Fluor Corporation on April 14, 2016 announcing new reporting segments. |
99.2 |
|
Annual and Quarterly Recast Segment Information (unaudited). |
99.3 |
|
Annual and Quarterly Recast Backlog and New Awards By Segment. |
SIGNATURES
Pursuant 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 hereunto duly authorized.
|
| |
April 14, 2016 |
FLUOR CORPORATION | |
|
| |
|
By: |
/s/ Biggs C. Porter |
|
|
Biggs C. Porter |
|
|
Executive Vice President and Chief |
|
|
Financial Officer |
Exhibit 99.1
Fluor Corporation |
|
Brian Mershon / Brett Turner |
6700 Las Colinas Blvd |
|
Media Relations |
Irving, Texas 75039 |
|
469.398.7621 / 864-281-6976 tel |
|
|
|
469.398.7000 main tel |
|
Geoff Telfer / Jason Landkamer |
|
|
Investor Relations |
|
|
469.398.7070 / 469.398.7222 tel |
|
|
News Release |
|
FLUOR ANNOUNCES NEW REPORTING SEGMENTS
IRVING, TEXAS April 14, 2016 Fluor Corporation (NYSE: FLR) today announced that it will change the reporting of its financial results to better reflect the diverse end markets Fluor serves. Starting with first quarter results that will be released on May 5, 2016, the company will report its financial results based on the following business segments:
· Energy, Chemicals & Mining: This commodity-related segment will focus on opportunities in the upstream, downstream, chemical, petrochemical, offshore, LNG, pipeline and mining markets.
· Industrial, Infrastructure & Power: This segment includes the markets of infrastructure, power and life sciences & advanced manufacturing, which predominately contract on a fixed-price basis.
· Maintenance, Modification & Asset Integrity: This services-related segment, which is heavily focused on operating expense (OpEx) related spending, includes the activities associated with the recent acquisition of Stork combined with Fluors existing operations and maintenance activities, its equipment rental-related company (AMECO), its temporary staffing organization (TRS), and Power Services.
· Government: The Government segment remains unchanged.
The following table shows the new reporting segments compared to the prior reporting structure:
Old |
|
New |
|
|
|
Segment: Oil & Gas |
|
Segment: Energy, Chemicals & Mining |
Includes: Upstream, downstream, refining, chemical, petrochemical, offshore, LNG and pipeline |
|
Includes: Upstream, downstream, refining, chemical, petrochemical, offshore, LNG, pipeline and mining |
|
|
|
Segment: Industrial & Infrastructure |
|
Segment: Industrial, Infrastructure & Power |
Includes: Infrastructure, Mining, Industrial Services - Life Sciences & Advanced Manufacturing, Operations & Maintenance (Fluor legacy) |
|
Includes: Infrastructure, Power EPC, NuScale, Life Sciences & Advanced Manufacturing |
|
|
|
Segment: Power |
|
Power EPC and NuScale included in Industrial, Infrastructure & Power |
Includes: Power EPC, Power Services (Fluor legacy), NuScale |
|
Power Services (Fluor legacy) included in MMAI |
|
|
|
Segment: Global Services |
|
Segment: Maintenance, Modification & Asset Integrity (MMAI) |
Includes: AMECO, TRS |
|
Includes: Stork (incl. Fluor legacy O&M), AMECO, TRS, Power Services (Fluor legacy), |
|
|
|
Segment: Government |
|
Segment: Government |
Financial Information
Unaudited segment information by quarter and year for 2014 and 2015 under the new reporting structure will be available in an 8-K filed today and on the companys web site at http://investor.fluor.com.
|
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is a global engineering, procurement, fabrication, construction and maintenance company that designs, builds and maintains capital-efficient facilities for its clients on six continents. For more than a century, Fluor has served clients by delivering innovative and integrated solutions for our clients across the globe. With headquarters in Irving, Texas, Fluor ranks 136 on the FORTUNE 500 list with revenue of $18.1 billion in 2015 and has 59,000 employees worldwide. For more information, please visit www.fluor.com or follow us on Twitter @FluorCorp.
Exhibit 99.2
RECAST SEGMENT INFORMATION
($ in thousands) (Unaudited)
|
|
2015 |
|
2014 |
| ||||||||||||||||
|
|
Full Year |
|
Q4 |
|
Q3 |
|
Q2 |
|
Q1 |
|
Full Year |
|
Q4 |
|
Q3 |
|
Q2 |
|
Q1 |
|
Energy, Chemicals & Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue / Work Performed |
|
11,865,382 |
|
2,818,200 |
|
2,801,362 |
|
3,263,070 |
|
2,982,750 |
|
14,563,003 |
|
3,524,015 |
|
3,713,117 |
|
3,568,433 |
|
3,757,438 |
|
Segment Profit |
|
866,549 |
|
211,113 |
|
208,196 |
|
229,395 |
|
217,845 |
|
858,529 |
|
234,975 |
|
214,720 |
|
213,410 |
|
195,424 |
|
Segment Profit Margin (%) |
|
7.30 |
% |
7.49 |
% |
7.43 |
% |
7.03 |
% |
7.30 |
% |
5.90 |
% |
6.67 |
% |
5.78 |
% |
5.98 |
% |
5.20 |
% |
New Awards |
|
11,980,800 |
|
2,158,900 |
|
3,627,400 |
|
2,846,000 |
|
3,348,500 |
|
20,679,900 |
|
4,956,300 |
|
4,722,100 |
|
1,677,400 |
|
9,324,100 |
|
Backlog |
|
29,363,400 |
|
29,363,400 |
|
30,051,300 |
|
30,039,500 |
|
29,742,000 |
|
30,528,500 |
|
30,528,500 |
|
29,955,600 |
|
27,676,100 |
|
30,106,000 |
|
Industrial, Infrastructure & Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue / Work Performed |
|
2,263,993 |
|
540,251 |
|
596,114 |
|
580,939 |
|
546,689 |
|
2,854,763 |
|
798,391 |
|
761,243 |
|
683,366 |
|
611,763 |
|
Segment Profit (Loss)(2) |
|
(44,906 |
) |
(29,595 |
) |
(29,355 |
) |
4,301 |
|
9,743 |
|
158,128 |
|
33,824 |
|
57,348 |
|
43,618 |
|
23,338 |
|
Segment Profit (Loss) Margin (%)(2) |
|
(1.98 |
)% |
(5.48 |
)% |
(4.92 |
)% |
0.74 |
% |
1.78 |
% |
5.54 |
% |
4.24 |
% |
7.53 |
% |
6.38 |
% |
3.81 |
% |
New Awards |
|
7,064,700 |
|
5,161,000 |
|
1,281,400 |
|
92,500 |
|
529,800 |
|
2,347,100 |
|
515,800 |
|
411,800 |
|
973,400 |
|
446,100 |
|
Backlog |
|
9,694,500 |
|
9,694,500 |
|
5,084,300 |
|
4,397,700 |
|
4,792,800 |
|
4,958,500 |
|
4,958,500 |
|
5,205,200 |
|
5,546,400 |
|
5,310,200 |
|
Government |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue / Work Performed |
|
2,557,437 |
|
647,609 |
|
660,742 |
|
603,074 |
|
646,012 |
|
2,511,880 |
|
705,005 |
|
615,018 |
|
598,667 |
|
593,190 |
|
Segment Profit |
|
83,128 |
|
21,152 |
|
29,971 |
|
17,215 |
|
14,790 |
|
92,691 |
|
36,668 |
|
29,604 |
|
13,905 |
|
12,514 |
|
Segment Profit Margin (%) |
|
3.25 |
% |
3.27 |
% |
4.54 |
% |
2.85 |
% |
2.29 |
% |
3.69 |
% |
5.20 |
% |
4.81 |
% |
2.32 |
% |
2.11 |
% |
New Awards |
|
1,428,900 |
|
352,000 |
|
277,300 |
|
725,800 |
|
73,800 |
|
4,693,200 |
|
157,500 |
|
699,500 |
|
3,088,000 |
|
748,200 |
|
Backlog |
|
3,559,900 |
|
3,559,900 |
|
3,825,700 |
|
4,305,700 |
|
4,170,500 |
|
4,740,600 |
|
4,740,600 |
|
5,218,300 |
|
5,184,400 |
|
2,647,700 |
|
Maintenance, Modification & Asset Integrity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
1,427,236 |
|
364,621 |
|
326,394 |
|
363,023 |
|
373,198 |
|
1,601,931 |
|
427,785 |
|
350,703 |
|
401,198 |
|
422,245 |
|
Work Performed |
|
928,094 |
|
240,751 |
|
206,226 |
|
237,585 |
|
243,532 |
|
1,020,762 |
|
272,349 |
|
210,602 |
|
257,631 |
|
280,180 |
|
Segment Profit |
|
127,431 |
|
31,513 |
|
31,528 |
|
30,833 |
|
33,557 |
|
153,052 |
|
40,982 |
|
33,061 |
|
42,189 |
|
36,820 |
|
Segment Profit Margin (%) |
|
8.93 |
% |
8.64 |
% |
9.66 |
% |
8.49 |
% |
8.99 |
% |
9.55 |
% |
9.58 |
% |
9.43 |
% |
10.52 |
% |
8.72 |
% |
New Awards(3) |
|
1,371,800 |
|
163,900 |
|
108,200 |
|
604,100 |
|
495,600 |
|
1,110,900 |
|
658,500 |
|
178,000 |
|
124,300 |
|
150,100 |
|
Backlog(3) |
|
2,108,300 |
|
2,108,300 |
|
2,732,000 |
|
2,849,100 |
|
2,489,500 |
|
2,253,900 |
|
2,253,900 |
|
1,890,700 |
|
1,921,300 |
|
2,098,700 |
|
(1) Segment profit (loss) for the Industrial, Infrastructure & Power segment in the third and fourth quarters of 2015 was adversely impacted by pre-tax losses of $21 million and $31 million, respectively, resulting from forecast revisions for a large gas-fired power plant in Brunswick County, Virginia.
(2) Segment profit (loss) for the Industrial, Infrastructure & Power segment includes research and development expenses associated with NuScale totaling $80 million and $46 million for the years ended December 31, 2015 and 2014, respectively.
(3) The equipment and temporary staffing business lines in the Maintenance, Modification & Asset Integrity segment do not report backlog or new awards.
Exhibit 99.3
RECAST BACKLOG AND NEW AWARDS BY SEGMENT
($ in millions)
RECAST BACKLOG BY SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| ||||||||||
|
|
|
|
Energy, Chemicals |
|
Industrial, |
|
|
|
Maintenance, Modification |
|
Fluor |
| ||||||||||
|
|
|
|
& Mining |
|
Infrastructure & Power |
|
Government |
|
& Asset Integrity(1) |
|
Corporation |
| ||||||||||
Year |
|
Period |
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
2014 |
|
Q1 |
|
30,106 |
|
75 |
|
5,310 |
|
13 |
|
2,648 |
|
7 |
|
2,099 |
|
5 |
|
40,163 |
|
100 |
|
|
|
Q2 |
|
27,676 |
|
68 |
|
5,547 |
|
14 |
|
5,184 |
|
13 |
|
1,921 |
|
5 |
|
40,328 |
|
100 |
|
|
|
Q3 |
|
29,956 |
|
71 |
|
5,205 |
|
12 |
|
5,218 |
|
12 |
|
1,891 |
|
5 |
|
42,270 |
|
100 |
|
|
|
Q4 |
|
30,529 |
|
72 |
|
4,958 |
|
12 |
|
4,741 |
|
11 |
|
2,254 |
|
5 |
|
42,482 |
|
100 |
|
2015(2) |
|
Q1 |
|
29,742 |
|
72 |
|
4,793 |
|
12 |
|
4,171 |
|
10 |
|
2,489 |
|
6 |
|
41,195 |
|
100 |
|
|
|
Q2 |
|
30,039 |
|
72 |
|
4,398 |
|
11 |
|
4,306 |
|
10 |
|
2,849 |
|
7 |
|
41,592 |
|
100 |
|
|
|
Q3 |
|
30,051 |
|
72 |
|
5,084 |
|
12 |
|
3,826 |
|
9 |
|
2,732 |
|
7 |
|
41,693 |
|
100 |
|
|
|
Q4 |
|
29,363 |
|
65 |
|
9,695 |
|
22 |
|
3,560 |
|
8 |
|
2,108 |
|
5 |
|
44,726 |
|
100 |
|
RECAST NEW AWARDS BY SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| ||||||||||
|
|
|
|
Energy, Chemicals |
|
Industrial, |
|
|
|
Maintenance, Modification |
|
Fluor |
| ||||||||||
|
|
|
|
& Mining |
|
Infrastructure & Power |
|
Government |
|
& Asset Integrity(1) |
|
Corporation |
| ||||||||||
Year |
|
Period |
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
$ |
|
% |
|
2014 |
|
Q1 |
|
9,324 |
|
87 |
|
446 |
|
4 |
|
748 |
|
7 |
|
150 |
|
2 |
|
10,668 |
|
100 |
|
|
|
Q2 |
|
1,678 |
|
29 |
|
973 |
|
16 |
|
3,088 |
|
53 |
|
124 |
|
2 |
|
5,863 |
|
100 |
|
|
|
Q3 |
|
4,722 |
|
78 |
|
411 |
|
7 |
|
700 |
|
12 |
|
178 |
|
3 |
|
6,011 |
|
100 |
|
|
|
Q4 |
|
4,956 |
|
79 |
|
517 |
|
8 |
|
157 |
|
3 |
|
659 |
|
10 |
|
6,289 |
|
100 |
|
|
|
Full Year |
|
20,680 |
|
72 |
|
2,347 |
|
8 |
|
4,693 |
|
16 |
|
1,111 |
|
4 |
|
28,831 |
|
100 |
|
2015 |
|
Q1 |
|
3,348 |
|
75 |
|
530 |
|
12 |
|
74 |
|
2 |
|
496 |
|
11 |
|
4,448 |
|
100 |
|
|
|
Q2 |
|
2,846 |
|
67 |
|
92 |
|
2 |
|
726 |
|
17 |
|
604 |
|
14 |
|
4,268 |
|
100 |
|
|
|
Q3 |
|
3,628 |
|
69 |
|
1,281 |
|
24 |
|
277 |
|
5 |
|
108 |
|
2 |
|
5,294 |
|
100 |
|
|
|
Q4 |
|
2,159 |
|
28 |
|
5,161 |
|
66 |
|
352 |
|
4 |
|
164 |
|
2 |
|
7,836 |
|
100 |
|
|
|
Full Year |
|
11,981 |
|
55 |
|
7,064 |
|
33 |
|
1,429 |
|
6 |
|
1,372 |
|
6 |
|
21,846 |
|
100 |
|
(1) The equipment and temporary staffing business lines in the Maintenance, Modification & Asset Integrity segment do not report backlog or new awards.
(2) Backlog was negatively impacted by approximately $3.0 billion for the year ended December 31, 2015 due to a strengthening U.S. dollar compared to most major foreign currencies.
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