-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gDSHWyHu6qvMqkrDH5RgI4dOHZX5YFyEeE+ffBOpLhTU4I0mQnIi185zSWUDjZSr A2qV6NkoUe3Y7qoHne755A== 0000037748-94-000030.txt : 19940921 0000037748-94-000030.hdr.sgml : 19940921 ACCESSION NUMBER: 0000037748-94-000030 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940731 FILED AS OF DATE: 19940916 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLUOR CORP/DE/ CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: 1600 IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07775 FILM NUMBER: 94549295 BUSINESS ADDRESS: STREET 1: 3333 MICHELSON DR CITY: IRVINE STATE: CA ZIP: 92730 BUSINESS PHONE: 7149752000 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 10-Q/A 1 September 16, 1994 OFICS Filer Support SEC Operations Center 6432 General Green Way Alexandria, VA 22312-2413 Subject: Amended Form 10-Q/A July 31, 1994 Gentlemen: Subsequent to our submission of Form 10-Q for the three months ended July 31, 1994, we discovered an error on page 10 of the filing. The last sentence under the "COAL" section indicates a 33 percent increase. The amended filing has been corrected to indicate a 19 percent increase. Additionally, Exhibit 27, "Financial Data Schedule," was inadvertently omitted from the original submission. It is now properly included in this amended filing. Please note that the page numbers in the amended Form 10-Q/A correspond to the page numbers in our original Form 10-Q filing. Thank you for your time and cooperation. Very truly yours, /s/ J. Michal Conaway J. Michal Conaway, Vice President and Chief Financial Officer SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission File No. 1-7775 FLUOR CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-0740960 (State or other jurisdiction of (I.R.S Employer I.D. No.) incorporation or organization) 3333 Michelson Drive, Irvine, CA 92730 (Address of principal executive offices) Registrant's telephone number including area code: (714)975-2000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ( X ) No ( ) As of August 31, 1994 there were 82,491,963 shares of common stock outstanding. FLUOR CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is provided to increase understanding of, and should be read in conjunction with, the condensed consolidated financial statements and accompanying notes. RESULTS OF OPERATIONS Revenues increased 6 percent and 8 percent for the three and nine month periods ended July 31, 1994, compared with the same periods of 1993. Net earnings for the three and nine months ended July 31, 1994 were $48.3 million and $140.0 million, respectively, compared with net earnings of $40.8 million and $118.5 million for the same periods of 1993. Net earnings for the nine months ended July 31, 1993 included an after-tax charge of $9.2 million established by A.T. Massey, the company's coal investment, related to settlement of disputed obligations with the pension funds of the United Mine Workers of America/Bituminous Coal Operators of America. Also included in 1993 net earnings was $12.6 million related to the favorable conclusion in the second quarter of 1993 of a federal income tax audit for the tax years 1984 through 1986. Excluding these two nonrecurring items, net earnings increased 22 percent for the nine months ended July 31, 1994, compared with the same period of 1993. ENGINEERING AND CONSTRUCTION Revenues for the Engineering and Construction segment increased 7 percent for both the three and nine month periods ended July 31, 1994 compared with the same periods of 1993, due primarily to an increase in work performed. Engineering and Construction operating profits increased 17 percent and 19 percent, for the three and nine month periods ended July 31, 1994, respectively, compared with the same periods of 1993 due primarily to increased margins, and the increased volume of work performed. Reported margins may fluctuate from time to time as a result of changes in the mix of engineering and design services and construction related services. New awards for the three and nine months ended July 31, 1994 increased 14 percent and 7 percent, respectively, compared with the same periods of 1993. Approximately 69 percent and 54 percent of new awards for the first nine months of 1994 and 1993, respectively, were from projects located outside the United States. -9- The following table sets forth backlog for each of the company's business sectors: July 31, October 31, July 31, ($ in millions) 1994 1993 1993 Hydrocarbon $ 6,283 $ 6,198 $ 5,712 Government 2,000 2,520 2,626 Process 3,225 2,441 2,978 Industrial 2,576 2,706 3,128 Power 823 889 963 Total $ 14,907 $ 14,754 $ 15,407 The ratio of international to total backlog was 50 percent, 39 percent and 39 percent at July 31, 1994, October 31, 1993 and July 31, 1993, respectively. COAL Revenues for the Coal segment increased 5 percent and 12 percent, respectively, for the three and nine month periods ended July 31, 1994 compared with the same periods of 1993, due primarily to increased sales volume of produced coal. Gross margins also increased in the three and nine month periods of 1994 compared with 1993 due primarily to increased sales volume of produced coal partially offset by increased costs including start-up at certain new mines. During the second quarter of 1993, a nonrecurring charge was recorded to provide for settlement of disputed obligations with the pension funds of the United Mine Workers of America/Bituminous Coal Operators of America. Excluding the nonrecurring charge, operating profit increased 19 percent for the nine months of 1994 compared with the same period of 1993. OTHER Corporate administrative and general expenses increased approximately $5.9 million and $8.6 million, respectively, for the three and nine months ended July 31, 1994 compared with the same periods in 1993 due primarily to higher stock price and performance driven compensation plans expense. -10- Net interest income for the three and nine month periods ended July 31, 1994 increased compared with the same periods of 1993 due to both an increase in interest income and a decrease in interest expense. Interest income increased due to higher average cash balances and interest rates whereas the lower interest expense was attributable to the pay down of short-term and long-term debt. Net earnings for the nine months ended July 31, 1993 benefited from the reversal of $12.6 million of income tax liabilities. That reversal was made in connection with the completion of a Federal income tax audit in the second quarter of 1993 for the years 1984 through 1986. The reduction in liabilities did not affect the company's cash flow. The effective tax rate for the nine month period ended July 31, 1994 was essentially unchanged compared with the same period of 1993, after excluding the 1993 favorable tax adjustment. In November 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" (SFAS No. 112). The statement requires accrual of the estimated cost of benefits provided by the employer to former or inactive employees after employment but before retirement. Adoption of SFAS No. 112 is not required by the company until fiscal 1995. Although the precise method and impact of implementation is not known at this time, management believes the effect, based on the company's current benefit programs, will not be material. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115). The statement addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. Adoption of SFAS No. 115 is not required by the company until fiscal 1995. Based on the nature and composition of the company's current investment portfolios, management believes the impact of implementation will not be material. FINANCIAL POSITION AND LIQUIDITY The company expects to have adequate resources available from cash and short-term investments currently on hand, plus available revolving credit facilities, capital market sources, and its commercial paper program to provide for its financing needs in the foreseeable future. -11- On April 7, 1994 the company completed the sale of its Lead business to an affiliate of a private investment company for consideration consisting of both cash and deferred payments. For the nine months ended July 31, 1994, capital expenditures were $171.8 million including $122.8 million related primarily to mine development at A.T. Massey. Dividends paid in the nine months ended July 31, 1994 were $32.1 million ($.39 per share) compared with $29.5 million ($.36 per share) for the same period of 1993. The long-term debt to total capital ratio decreased to 4.8 percent at July 31, 1994 compared with 5.4 percent at October 31, 1993, due primarily to the increase in shareholders' equity from earnings, net of dividends. -12- FLUOR CORPORATION PART II - Other Information Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 27 Financial Data Schedule (b) Reports on Form 8-K. None. -14- 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 there unto duly authorized. FLUOR CORPORATION (Registrant) Date: September 16, 1994 /s/ J. Michal Conaway J. Michal Conaway, Vice President and Chief Financial Officer (Principal Accounting Officer) -15- EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE Condensed Consolidated Balance Sheet at July 31, 1994 and the Condensed Consolidated Statement of Earnings for the nine months ended July 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 9-MOS OCT-31-1994 JUL-31-1994 351489 108250 328174 0 34140 1190458 1674283 496142 2639757 887790 58513 51553 0 0 1114637 2639757 0 6100310 0 5841624 0 0 12979 222145 82100 140045 0 0 0 140045 1.69 1.69
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