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 |
|
(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 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 Companys 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 |
|
Description |
99.1 |
|
Press Release issued by Fluor Corporation on May 5, 2016 announcing its financial results for the quarter ended March 31, 2016. |
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 |
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 |
|
|
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469.398.7000 main tel |
|
Geoff Telfer / Jason Landkamer |
|
|
Investor Relations |
|
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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 Storks 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. Im 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. Fluors 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.
Business Segments
Fluors 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
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 companys 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.
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 Companys 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 Companys Energy, Chemicals & Mining commodity-based segment; the Companys failure to receive anticipated new contract awards; difficulties or delays incurred in the execution of contracts, including those caused by the performance of the Companys 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 Companys 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 Companys 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 Companys results may differ materially from its expectations and projections.
Additional information concerning these and other factors can be found in the Companys public periodic filings with the Securities and Exchange Commission, including the discussion under the heading Item 1A. Risk Factors in the Companys Form 10-K filed on February 18, 2016. Such filings are available either publicly or upon request from Fluors 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.
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 |
|
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 $17 million for the three months ended March 31, 2016 and 2015, respectively.
FLUOR CORPORATION
Unaudited
SELECTED BALANCE SHEET ITEMS
($ 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.
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.
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