0001104659-16-118307.txt : 20160505 0001104659-16-118307.hdr.sgml : 20160505 20160505161922 ACCESSION NUMBER: 0001104659-16-118307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLUOR CORP CENTRAL INDEX KEY: 0001124198 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 330927079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16129 FILM NUMBER: 161624063 BUSINESS ADDRESS: STREET 1: 6700 LAS COLINAS BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 4693987000 MAIL ADDRESS: STREET 1: 6700 LAS COLINAS BLVD CITY: IRVING STATE: TX ZIP: 75039 8-K 1 a16-10616_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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): May 5, 2016

 

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-16129

 

33-0927079

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification
Number)

 

6700 Las Colinas Blvd.
Irving, Texas

 

75039

(Address of principal executive offices)

 

(Zip Code)

 

(469) 398-7000

(Registrant’s 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 May 5, 2016, Fluor Corporation (the “Company”) announced its financial results for the quarter ended March 31, 2016.  A copy of the press release (the “Earnings Release”) making this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The Earnings Release contains a discussion of segment profit that would be deemed a non-GAAP financial measure under SEC rules.  “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 believes that this non-GAAP financial measure provides information that is useful to its investors regarding its financial performance and results of operations.  The Earnings Release also contains a discussion of net earnings and diluted earnings per share that would be deemed non-GAAP financial measures because they exclude certain expenses relating to the recent acquisition and integration of Stork Holding B.V. as well as an unrelated legal settlement.  The Company believes the exclusion of these items allows investors to evaluate the Company’s ongoing earnings and to make meaningful period-over-period comparisons.

 

The information in this Current Report on Form 8-K, including the exhibit, 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 exhibit, 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.

 

The Company includes backlog and new awards data in the Earnings Release.  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.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release issued by Fluor Corporation on May 5, 2016 announcing its financial results for the quarter ended March 31, 2016.

 

2



 

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.

 

May 5, 2016

FLUOR CORPORATION

 

 

 

 

By:

/s/ Biggs C. Porter

 

 

Biggs C. Porter

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

3



 

FLUOR CORPORATION

INDEX OF EXHIBITS

 

Exhibit
Number

 

Description

99.1

 

Press Release issued by Fluor Corporation on May 5, 2016 announcing its financial results for the quarter ended March 31, 2016.

 

4


EX-99.1 2 a16-10616_1ex99d1.htm EX-99.1

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 REPORTS FIRST QUARTER RESULTS

 

·                  FIRST QUARTER EPS OF $0.74

·                  NEW AWARDS OF $4.7 BILLION; BACKLOG OF $46 BILLION

 

IRVING, TEXAS — May 5, 2016 — Fluor Corporation (NYSE: FLR) today announced financial results for its first quarter ended March 31, 2016.  Net earnings attributable to Fluor for the first quarter were $104 million, or $0.74 per diluted share, compared to $144 million, or $0.96 per diluted share a year ago.  Results for the quarter include $22 million in pre-tax expenses associated with the recent acquisition of Stork and other matters. Excluding these expenses the company reported net earnings of $120 million, or $0.85 per diluted share.  Consolidated segment profit for the quarter was $241 million, compared to $276 million a year ago.  Segment profit results reflect reduced mining activities compared to a year ago.  First quarter revenue of $4.4 billion compares to $4.5 billion in the prior year.

 

New awards for the quarter were $4.7 billion, including $2.3 billion in Government, $1.4 billion in Industrial, Infrastructure & Power, $579 million in Energy, Chemicals & Mining and $404 million in Maintenance, Modification & Asset Integrity.  Consolidated ending backlog of $46 billion includes Stork’s backlog of $1.5 billion.  Consolidated backlog at the end of the first quarter last year was $41.2 billion.

 



 

“Our new awards in the first quarter reflect the diversity of our business across multiple industries,” said Fluor Chairman and Chief Executive Officer David Seaton.  “Although some prospective projects have been deferred, and active projects slowed, this diversity shows we can continue to fuel long-term growth in a challenging business environment. I’m particularly encouraged by the strength we see in infrastructure and government.”

 

Corporate G&A expense for the first quarter of 2016 was $55 million, compared with $41 million a year ago primarily due to transaction costs related to the acquisition of Stork.  Fluor’s cash and marketable securities balance at the end of the first quarter was $2 billion.  During the quarter, the company generated $115 million in cash flow from operating activities, and paid out $30 million in dividends.

 

Outlook

 

Although new awards and backlog position the company well for the long term, clients in the Energy, Chemicals and Mining segment continue to extend projects and delay final investment decisions.  This has resulted in a lower than anticipated trajectory for full year revenue.  Taking this into consideration, the company is reducing its 2016 guidance range, originally issued in October, of $3.50 to $4.00 per diluted share to $3.25 to $3.65 per diluted share.

 

2



 

Business Segments

 

Fluor’s Energy, Chemicals & Mining segment reported segment profit of $182 million, compared to $218 million in the first quarter of 2015.  Revenue of $2.4 billion declined from $3.0 billion a year ago primarily due to lower mining activities.  New awards for the segment totaled $579 million, and ending backlog was $26.8 billion compared to $29.7 billion a year ago.

 

The Industrial, Infrastructure & Power segment reported segment profit of $12 million, compared to $10 million in the first quarter of 2015.  Revenue for the segment increased 52 percent to $833 million from $547 million a year ago.  Results for the quarter reflect execution on two nuclear power projects for Westinghouse, partially offset by reduced activities in infrastructure.  New awards in the first quarter were $1.4 billion including the Loop 202 South Mountain Freeway Project in Arizona.  Ending backlog for the segment was $10.3 billion, up from $4.8 billion a year ago.

 

The Government segment reported segment profit of $17 million, compared to $15 million a year ago.  Revenue for the quarter was $686 million, compared to $646 million a year ago.  First quarter new awards of $2.3 billion include the Idaho Cleanup Project Core Contract and a multi-year extension of our Portsmouth project in Piketon, Ohio.  Ending backlog was $5.2 billion, up from $4.2 billion a year ago.

 

The Maintenance, Modification & Asset Integrity segment reported a segment profit of $30 million in the first quarter of 2016, compared to $34 million a year ago.  Revenue for the

 

3



 

quarter was $461 million compared to $373 million in the first quarter of 2015.  Results for the quarter reflect one month of contributions from the Stork business, offset by declines in the equipment business line.  New awards totaled $404 million for the quarter, and ending backlog was $3.7 billion, up from $2.5 billion a year ago.

 

First Quarter Conference Call

 

Fluor will host a conference call at 5:30 p.m.  Eastern time on Thursday, May 5, which will be webcast live on the Internet and can be accessed by logging onto http://investor.fluor.com.  A supplemental slide presentation will be available shortly before the call begins.  The webcast and presentation will be archived for 30 days following the call.  Certain non-GAAP financial measures, as defined under SEC rules, are included in this press release and may be discussed during the conference call.  A reconciliation of these measures is included in this press release which will be posted in the investor relations section of the company’s website.

 

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.

 

4



 

Forward-Looking Statements: This release may contain forward-looking statements (including without limitation statements to the effect that the Company or its management “believes,” “expects,” is “positioned” or other similar expressions).  These forward-looking statements, including statements relating to future growth, backlog, earnings and the outlook for the Company’s business are based on current management expectations and involve risks and uncertainties.  Actual results may differ materially as a result of a number of factors, including, among other things, the cyclical nature of many of the markets the Company serves, including the Company’s Energy, Chemicals & Mining commodity-based segment; the Company’s failure to receive anticipated new contract awards; difficulties or delays incurred in the execution of contracts, including those caused by the performance of the Company’s clients, subcontractors, suppliers and joint venture or teaming partners; failure of our joint venture or other partners to perform their obligations; failure to obtain favorable results in existing or future litigation or dispute resolution proceedings or claims; client delays or defaults in making payments; intense competition in the industries in which we operate; current economic conditions affecting our clients, partners, subcontractors and suppliers; cyber-security breaches;  failure to meet timely completion or performance standards; liabilities arising from faulty services; client cancellations of, or scope adjustments to, existing contracts; risks or uncertainties associated with acquisitions, dispositions and investments; risks arising from the inability to successfully integrate acquired businesses; foreign economic and political uncertainties; risks or uncertainties associated with events outside of our control; the Company’s failure, or the failure of our agents or partners, to comply with laws; the potential impact of certain tax matters; possible information technology interruptions or inability to protect intellectual property; liabilities associated with the performance of nuclear services; foreign exchange risks; the inability to hire and retain qualified personnel; failure to maintain safe worksites and international security risks; the availability of credit and restrictions imposed by credit facilities, both for the Company and our clients, suppliers, subcontractors or other partners; possible limitations on bonding or letter of credit capacity; and the Company’s ability to secure appropriate insurance.  Caution must be exercised in relying on these and other forward-looking statements.  Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections.

 

Additional information concerning these and other factors can be found in the Company’s public periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1A.  Risk Factors” in the Company’s Form 10-K filed on February 18, 2016.  Such filings are available either publicly or upon request from Fluor’s Investor Relations Department: (469) 398-7070.  The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.

 

5



 

FLUOR CORPORATION

CONSOLIDATED FINANCIAL RESULTS

(in millions, except per share amounts)

Unaudited

 

CONSOLIDATED OPERATING RESULTS

 

THREE MONTHS ENDED MARCH 31

 

2016

 

2015

 

Revenue

 

$

4,423.9

 

$

4,548.6

 

Cost and expenses:

 

 

 

 

 

Cost of revenue

 

4,168.1

 

4,251.2

 

Corporate general and administrative expense

 

55.1

 

41.1

 

Interest expense, net

 

11.5

 

7.4

 

Total cost and expenses

 

4,234.7

 

4,299.7

 

Earnings before taxes

 

189.2

 

248.9

 

Income tax expense

 

70.2

 

83.3

 

Net earnings

 

119.0

 

165.6

 

Less: Net earnings attributable to noncontrolling interests

 

14.7

 

21.5

 

Net earnings attributable to Fluor Corporation

 

$

104.3

 

$

144.1

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

Net earnings

 

$

0.75

 

$

0.98

 

Weighted average shares

 

139.0

 

147.7

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

Net earnings

 

$

0.74

 

$

0.96

 

Weighted average shares

 

140.9

 

149.9

 

 

 

 

 

 

 

New awards

 

$

4,681.4

 

$

4,447.7

 

Backlog

 

$

45,989.5

 

$

41,194.8

 

Work performed

 

$

4,311.3

 

$

4,419.0

 

 

6



 

FLUOR CORPORATION

Unaudited

 

BUSINESS SEGMENT FINANCIAL REVIEW

($ in millions)

 

THREE MONTHS ENDED MARCH 31

 

2016

 

 

 

2015 (1)

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

2,443.5

 

 

 

$

2,982.7

 

 

 

Industrial, Infrastructure & Power (2)

 

833.3

 

 

 

546.7

 

 

 

Government

 

686.0

 

 

 

646.0

 

 

 

Maintenance, Modification & Asset Integrity

 

461.1

 

 

 

373.2

 

 

 

Total revenue

 

$

4,423.9

 

 

 

$

4,548.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit $ and margin %

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

182.0

 

7.4

%

$

217.8

 

7.3

%

Industrial, Infrastructure & Power (2)

 

11.9

 

1.4

%

9.7

 

1.8

%

Government

 

17.1

 

2.5

%

14.8

 

2.3

%

Maintenance, Modification & Asset Integrity

 

30.1

 

6.5

%

33.6

 

9.0

%

Total segment profit $ and margin %

 

$

241.1

 

5.4

%

$

275.9

 

6.1

%

 

 

 

 

 

 

 

 

 

 

Corporate general and administrative expense

 

(55.1

)

 

 

(41.1

)

 

 

Interest expense, net

 

(11.5

)

 

 

(7.4

)

 

 

Earnings attributable to noncontrolling interests

 

14.7

 

 

 

21.5

 

 

 

Earnings from continuing operations before taxes

 

$

189.2

 

 

 

$

248.9

 

 

 

 


(1) During the first quarter of 2016, the company changed the composition of its reportable segments to better reflect the diverse end markets that the company serves. Segment operating information for 2015 has been recast to reflect these changes.

 

(2) Includes research and development expenses associated with NuScale totaling $26 million and $17 million for the three months ended March 31, 2016 and 2015, respectively.

 

7



 

FLUOR CORPORATION

Unaudited

 

SELECTED BALANCE SHEET ITEMS

($ in millions, except per share amounts)

 

 

 

MARCH 31,

 

DECEMBER 31,

 

 

 

2016

 

2015

 

Cash and marketable securities, including noncurrent

 

$

2,017.5

 

$

2,367.6

 

Total current assets

 

5,402.9

 

5,105.4

(1)

Total assets

 

9,001.7

 

7,625.4

(1)

Total short-term debt

 

118.9

 

 

Total current liabilities

 

3,589.9

 

2,935.4

 

Long-term debt

 

1,572.0

 

986.6

(1)

Shareholders’ equity

 

3,088.6

 

2,997.3

 

 

 

 

 

 

 

Total debt to capitalization % (based on shareholders’ equity)

 

35.4

%

24.8

%

Shareholders’ equity per share

 

$

22.18

 

$

21.56

 

 

SELECTED CASH FLOW ITEMS

($ in millions)

 

THREE MONTHS ENDED MARCH 31

 

2016

 

2015

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

114.7

 

$

39.3

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Net (purchases) sales and maturities of marketable securities

 

98.7

 

47.6

 

Capital expenditures

 

(48.6

)

(73.9

)

Proceeds from disposal of property, plant and equipment

 

25.9

 

29.9

 

Investments in partnerships and joint ventures

 

(402.4

)

(21.5

)

Acquisitions

 

(240.8

)

 

Other items

 

7.2

 

(0.2

)

Cash utilized by investing activities

 

(560.0

)

(18.1

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Repurchase of common stock

 

(9.7

)

(111.7

)

Dividends paid

 

(29.9

)

(32.4

)

Proceeds from issuance of 1.75% Senior Notes

 

552.9

 

 

Debt issuance costs

 

(3.2

)

 

Repayment of Stork Notes and other borrowings

 

(326.3

)

 

Borrowings under revolving lines of credit

 

760.0

 

 

Repayment of borrowings under revolving lines of credit

 

(760.0

)

 

 

Distributions paid to noncontrolling interests, net of capital contributions

 

(11.6

)

(2.8

)

Other Items

 

(1.4

)

(7.1

)

Cash provided (utilized) by financing activities

 

170.8

 

(154.0

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

22.1

 

(49.0

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

$

(252.4

)

$

(181.8

)

 

 

 

 

 

 

Depreciation

 

$

47.1

 

$

47.8

 

 


(1) Certain amounts in 2015 have been reclassified to conform to the 2016 presentation due to the implementation of new accounting pronouncements.

 

8



 

FLUOR CORPORATION

Supplemental Fact Sheet

Unaudited

 

NEW AWARDS

($ in millions)

 

THREE MONTHS ENDED MARCH 31

 

2016

 

2015 (1)

 

 

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

579

 

12

%

$

3,348

 

75

%

Industrial, Infrastructure & Power

 

1,433

 

31

%

530

 

12

%

Government

 

2,266

 

48

%

74

 

2

%

Maintenance, Modification & Asset Integrity

 

404

 

9

%

496

 

11

%

Total new awards

 

$

4,682

 

100

%

$

4,448

 

100

%

 

BACKLOG TRENDS

($ in millions)

 

AS OF MARCH 31

 

2016

 

2015(1)

 

 

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

26,786

 

58

%

$

29,742

 

72

%

Industrial, Infrastructure & Power

 

10,319

 

23

%

4,793

 

12

%

Government

 

5,180

 

11

%

4,171

 

10

%

Maintenance, Modification & Asset Integrity

 

3,705

 

8

%

2,489

 

6

%

Total backlog

 

$

45,990

 

100

%

$

41,195

 

100

%

 

 

 

 

 

 

 

 

 

 

United States

 

$

19,782

 

43

%

$

15,245

 

37

%

The Americas (excluding the United States)

 

9,797

 

21

%

11,426

 

28

%

Europe, Africa and the Middle East

 

13,756

 

30

%

11,559

 

28

%

Asia Pacific (including Australia)

 

2,655

 

6

%

2,965

 

7

%

Total backlog

 

$

45,990

 

100

%

$

41,195

 

100

%

 


(1) During the first quarter of 2016, the company changed the composition of its reportable segments to better reflect the diverse end markets that the company serves. New awards and backlog for 2015 have been recast to reflect these changes.

 

9


GRAPHIC 3 g106161mm01i001.gif GRAPHIC begin 644 g106161mm01i001.gif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end