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 4, 2017
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-16129 |
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33-0927079 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
6700 Las Colinas Blvd. |
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75039 |
(Address of principal executive offices) |
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(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
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Emerging growth company o |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On May 4, 2017, Fluor Corporation (the Company) announced its financial results for the quarter ended March 31, 2017. 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 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, foreign currency exchange fluctuations and project 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 |
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Press Release issued by Fluor Corporation on May 4, 2017 announcing its financial results for the quarter ended March 31, 2017. |
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 4, 2017 |
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FLUOR CORPORATION | |
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| |
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By: |
/s/ Biggs C. Porter |
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Biggs C. Porter |
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Executive Vice President and Chief |
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|
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Financial Officer |
Exhibit 99.1
Fluor Corporation |
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Brian Mershon / Brett Turner |
6700 Las Colinas Blvd |
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Media Relations |
Irving, Texas 75039 |
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469.398.7621 / 864-281-6976 tel |
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469.398.7000 main tel |
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Geoff Telfer / Jason Landkamer |
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Investor Relations |
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469.398.7070 / 469.398.7222 tel |
News Release
FLUOR REPORTS FIRST QUARTER RESULTS
IRVING, TEXAS May 4, 2017 Fluor Corporation (NYSE: FLR) today announced financial results for its first quarter ended March 31, 2017. Net earnings attributable to Fluor for the first quarter were $61 million, or $0.43 per diluted share, compared to $104 million, or $0.74 per diluted share a year ago. The primary reason for the decline in year-over-year results is the progression of our current projects from higher margin engineering activities to lower margin construction activities. Results for the quarter include a pre-tax charge of approximately $30 million for unanticipated cost increases on projects in the Industrial, Infrastructure & Power segment, as well as a pre-tax foreign exchange expense as the result of a strengthening Mexican peso, partially offset by favorable tax benefits. Consolidated segment profit for the quarter was $133 million, compared to $241 million a year ago. First quarter revenue of $4.8 billion compares to $4.4 billion in the prior year.
New awards for the quarter were $2.3 billion, including $817 million in Energy, Chemicals & Mining, $777 million in Industrial, Infrastructure & Power, $546 million in Diversified Services (previously Maintenance, Modification & Asset Integrity) and $173 million in Government. Consolidated ending backlog of $41.6 billion compares to $46.0 billion a year ago.
We continue to experience headwinds as it relates to the timing of client capital decisions as we come off of one of the lowest commodity cycles this industry has seen in recent history, said David Seaton, Fluor chairman and chief executive officer. However, we still see the same prospects and the ability for the trend to reverse as we move into the second half of 2017 and beyond.
Corporate G&A expense for the first quarter of 2017 was $45 million, compared with $55 million a year ago. Fluors cash and marketable securities balance at the end of the first quarter was $2.2 billion. During the quarter, the company generated $270 million in cash from operating activities, and paid out $30 million in dividends.
Outlook
In light of the lower than expected first quarter result, and, secondarily, risk around the pace of new awards and revenue for the next few quarters, the Company is revising its 2017 guidance for EPS to a range of $2.25 to $2.75 per diluted share, from the previous range of $2.75 to $3.25 per diluted share.
Business Segments
Fluors Energy, Chemicals & Mining segment reported segment profit of $88 million, compared to $182 million in the first quarter of 2016. Results for the quarter reflect a continued shift from high margin engineering activities to lower margin construction activities and a foreign exchange expense based on the strengthening of the Mexican peso. First quarter 2017 revenue was $2.3 billion compared to $2.4 billion a year ago. New awards for the segment totaled $817 million, and ending backlog was $20.3 billion compared to $26.8 billion a year ago.
The Industrial, Infrastructure & Power segment reported a segment loss of $6.7 million, compared to a segment profit of $12 million in the first quarter of 2016. Results for the quarter include approximately $30 million in pre-tax project expenses primarily related to a forecast adjustment on a gas-fired power project. Revenue for the segment increased 44 percent to $1.2 billion from $833 million a year ago. New awards in the first quarter were $777 million including the A10 Zuidasdok motorway project in the Netherlands. Ending backlog for the segment was $14.6 billion, up from $10.3 billion a year ago.
The Government segment reported segment profit of $29 million, compared to $17 million a year ago. Revenue for the segment increased 12 percent to $765 million from $686 million a year ago. First quarter new awards of $173 million included a multi-year services contract and additional funding for the Paducah Gaseous Diffusion Plant project. Ending backlog was $3.7 billion, down from $5.2 billion a year ago. Ending backlog reflects an adjustment to the Magnox RSRL project in the United Kingdom, which will now end in August 2019.
The Diversified Services segment reported a segment profit of $23 million in the first quarter of 2017, compared to $30 million a year ago. Revenue for the quarter was $569 million compared to $461 million in the first quarter of 2016. Results for the quarter reflect the inherent seasonality of the Stork business. New awards totaled $546 million for the quarter, and ending backlog was $2.9 billion, down from $3.7 billion a year ago.
First Quarter Conference Call
Fluor will host a conference call at 5:30 p.m. Eastern time on Thursday, May 4, 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.
Non-GAAP Financial Measure
This press release contains a discussion of consolidated 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; and other non-operating income and expense items. The company believes that consolidated segment profit provides a meaningful perspective on its business results as it is the aggregation of individual segment profit measures that the company utilizes to evaluate and manage its business performance. A reconciliation of this measure to earnings before taxes is included in the press release tables.
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 our clients by delivering innovative and integrated solutions across the globe. With headquarters in Irving, Texas, Fluor ranks 155 on the FORTUNE 500 list with revenue of $19 billion in 2016 and has more than 60,000 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 new contract awards; the Companys failure to meet cost and schedule estimates; 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; client cancellations of, or scope adjustments to, existing contracts; intense competition in the industries in which we operate; current economic conditions affecting our clients, partners, subcontractors and suppliers; foreign economic and political uncertainties; failure of our joint venture or other partners, suppliers or subcontractors to perform their obligations; cyber-security breaches; failure to obtain favorable results in existing or future litigation or dispute resolution proceedings or claims; client delays or defaults in making payments; failure to meet timely completion or performance standards; liabilities arising from faulty services; risks or uncertainties associated with events outside of our control, including weather conditions; 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; new or changing legal requirements; 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; risks or uncertainties associated with acquisitions, dispositions and investments; risks arising from the inability to successfully integrate acquired businesses; 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 17, 2017. 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 |
|
2017 |
|
2016 |
| ||
Revenue |
|
$ |
4,835.9 |
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$ |
4,423.9 |
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Cost and expenses: |
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|
|
|
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Cost of revenue |
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4,686.0 |
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4,168.1 |
| ||
Corporate general and administrative expense |
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45.0 |
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55.1 |
| ||
Interest expense, net |
|
11.5 |
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11.5 |
| ||
Total cost and expenses |
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4,742.5 |
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4,234.7 |
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Earnings before taxes |
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93.4 |
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189.2 |
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Income tax expense |
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16.1 |
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70.2 |
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Net earnings |
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77.3 |
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119.0 |
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Less: Net earnings attributable to noncontrolling interests |
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16.7 |
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14.7 |
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Net earnings attributable to Fluor Corporation |
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$ |
60.6 |
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$ |
104.3 |
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|
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Basic earnings per share |
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|
|
|
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Net earnings |
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$ |
0.43 |
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$ |
0.75 |
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Weighted average shares |
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139.4 |
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139.0 |
| ||
Diluted earnings per share |
|
|
|
|
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Net earnings |
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$ |
0.43 |
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$ |
0.74 |
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Weighted average shares |
|
141.0 |
|
140.9 |
| ||
|
|
|
|
|
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New awards |
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$ |
2,313.3 |
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$ |
4,681.4 |
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Backlog |
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$ |
41,607.1 |
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$ |
45,989.5 |
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Work performed |
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$ |
4,733.5 |
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$ |
4,311.3 |
|
FLUOR CORPORATION
Unaudited
BUSINESS SEGMENT FINANCIAL REVIEW AND U.S. GAAP RECONCILIATION
($ in millions)
THREE MONTHS ENDED MARCH 31 |
|
2017 |
|
|
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2016 |
|
|
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Revenue |
|
|
|
|
|
|
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Energy, Chemicals & Mining |
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$ |
2,302.2 |
|
|
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$ |
2,443.5 |
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|
|
Industrial, Infrastructure & Power |
|
1,199.3 |
|
|
|
833.3 |
|
|
| ||
Government |
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765.2 |
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|
|
686.0 |
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|
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Diversified Services |
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569.2 |
|
|
|
461.1 |
|
|
| ||
Total revenue |
|
$ |
4,835.9 |
|
|
|
$ |
4,423.9 |
|
|
|
|
|
|
|
|
|
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|
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Segment profit (loss) $ and margin % (2) |
|
|
|
|
|
|
|
|
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Energy, Chemicals & Mining |
|
$ |
88.3 |
|
3.8 |
% |
$ |
182.0 |
|
7.4 |
% |
Industrial, Infrastructure & Power (1) |
|
(6.7 |
) |
(0.6 |
)% |
11.9 |
|
1.4 |
% | ||
Government |
|
29.0 |
|
3.8 |
% |
17.1 |
|
2.5 |
% | ||
Diversified Services |
|
22.6 |
|
4.0 |
% |
30.1 |
|
6.5 |
% | ||
Total segment profit $ and margin % |
|
$ |
133.2 |
|
2.8 |
% |
$ |
241.1 |
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
| ||
Corporate general and administrative expense |
|
(45.0 |
) |
|
|
(55.1 |
) |
|
| ||
Interest expense, net |
|
(11.5 |
) |
|
|
(11.5 |
) |
|
| ||
Earnings attributable to noncontrolling interests |
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16.7 |
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|
|
14.7 |
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|
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|
|
|
|
|
|
|
|
|
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Earnings before taxes |
|
$ |
93.4 |
|
|
|
$ |
189.2 |
|
|
|
(1) Includes research and development expenses associated with NuScale totaling $16 million and $26 million for three months ended March 31, 2017 and 2016, respectively.
(2) Segment profit margin % is calculated as segment profit divided by segment revenue.
FLUOR CORPORATION
Unaudited
SELECTED BALANCE SHEET ITEMS
($ in millions)
|
|
MARCH 31, |
|
DECEMBER 31, |
| ||
|
|
2017 |
|
2016 |
| ||
Cash and marketable securities, including noncurrent |
|
$ |
2,180.9 |
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$ |
2,105.0 |
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Total current assets |
|
5,560.3 |
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5,610.3 |
| ||
Total assets |
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9,160.3 |
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9,216.4 |
| ||
Total short-term debt |
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40.9 |
|
82.2 |
| ||
Total current liabilities |
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3,676.4 |
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3,816.0 |
| ||
Long-term debt |
|
1,526.0 |
|
1,517.9 |
| ||
Shareholders equity |
|
3,220.8 |
|
3,125.2 |
| ||
SELECTED CASH FLOW ITEMS
($ in millions)
THREE MONTHS ENDED MARCH 31 |
|
2017 |
|
2016 |
| ||
|
|
|
|
|
| ||
Cash provided by operating activities |
|
$ |
270.2 |
|
$ |
114.7 |
|
|
|
|
|
|
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Investing activities |
|
|
|
|
| ||
Net (purchases) sales and maturities of marketable securities |
|
41.3 |
|
98.7 |
| ||
Capital expenditures |
|
(66.9 |
) |
(48.6 |
) | ||
Proceeds from disposal of property, plant and equipment |
|
14.7 |
|
25.9 |
| ||
Investments in partnerships and joint ventures |
|
(86.0 |
) |
(402.4 |
) | ||
Acquisitions, net of cash acquired |
|
|
|
(240.8 |
) | ||
Other items |
|
0.6 |
|
7.2 |
| ||
Cash utilized by investing activities |
|
(96.3 |
) |
(560.0 |
) | ||
|
|
|
|
|
| ||
Financing activities |
|
|
|
|
| ||
Repurchase of common stock |
|
|
|
(9.7 |
) | ||
Dividends paid |
|
(30.0 |
) |
(29.9 |
) | ||
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 |
|
(53.5 |
) |
(760.0 |
) | ||
Distributions paid to noncontrolling interests, net of capital contributions |
|
(8.6 |
) |
(11.6 |
) | ||
Other Items |
|
14.6 |
|
(1.4 |
) | ||
Cash provided (utilized) by financing activities |
|
(77.5 |
) |
170.8 |
| ||
|
|
|
|
|
| ||
Effect of exchange rate changes on cash |
|
20.7 |
|
22.1 |
| ||
|
|
|
|
|
| ||
Increase (decrease) in cash and cash equivalents |
|
$ |
117.1 |
|
$ |
(252.4 |
) |
|
|
|
|
|
| ||
Depreciation |
|
$ |
50.7 |
|
$ |
47.1 |
|
FLUOR CORPORATION
Supplemental Fact Sheet
Unaudited
NEW AWARDS
($ in millions)
THREE MONTHS ENDED MARCH 31 |
|
2017 |
|
2016 |
| ||||||
|
|
|
|
|
|
|
|
|
| ||
Energy, Chemicals & Mining |
|
$ |
817 |
|
35 |
% |
$ |
579 |
|
12 |
% |
Industrial, Infrastructure & Power |
|
777 |
|
34 |
% |
1,433 |
|
31 |
% | ||
Government |
|
173 |
|
7 |
% |
2,266 |
|
48 |
% | ||
Diversified Services |
|
546 |
|
24 |
% |
404 |
|
9 |
% | ||
Total new awards |
|
$ |
2,313 |
|
100 |
% |
$ |
4,682 |
|
100 |
% |
BACKLOG TRENDS
($ in millions)
AS OF MARCH 31 |
|
2017 |
|
2016 |
| ||||||
|
|
|
|
|
|
|
|
|
| ||
Energy, Chemicals & Mining |
|
$ |
20,349 |
|
49 |
% |
$ |
26,786 |
|
58 |
% |
Industrial, Infrastructure & Power |
|
14,628 |
|
35 |
% |
10,319 |
|
23 |
% | ||
Government |
|
3,702 |
|
9 |
% |
5,180 |
|
11 |
% | ||
Diversified Services |
|
2,928 |
|
7 |
% |
3,705 |
|
8 |
% | ||
Total backlog |
|
$ |
41,607 |
|
100 |
% |
$ |
45,990 |
|
100 |
% |
|
|
|
|
|
|
|
|
|
| ||
United States |
|
$ |
21,738 |
|
52 |
% |
$ |
19,782 |
|
43 |
% |
The Americas (excluding the United States) |
|
3,012 |
|
7 |
% |
9,797 |
|
21 |
% | ||
Europe, Africa and the Middle East |
|
15,287 |
|
37 |
% |
13,756 |
|
30 |
% | ||
Asia Pacific (including Australia) |
|
1,570 |
|
4 |
% |
2,655 |
|
6 |
% | ||
Total backlog |
|
$ |
41,607 |
|
100 |
% |
$ |
45,990 |
|
100 |
% |