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): November 1, 2017

 

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))

 

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).

 

Emerging growth company o

 

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 November 2, 2017, Fluor Corporation (the “Company”) announced its financial results for the quarter ended September 30, 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 Item 2.02, including Exhibit 99.1, 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, the information in this Item 2.02, including Exhibit 99.1, 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 5.05.    Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On November 1, 2017, the Company adopted a revised Code of Business Conduct and Ethics (together with the U.S. Government Contracting supplement, the “Code”) applicable to all employees, including the Company’s chief executive officer, chief financial officer, and principal accounting officer and controller.  The Code was revised, among other things, to clarify the approval requirements in the Gifts and Entertainment section of the Code and to make other minor, non-substantive changes.  The adoption of the revised Code did not result in any waiver, explicit or implicit, of any provision of the Company’s previous Code.

 

The foregoing summary of the revised Code does not purport to be complete and is qualified in its entirety by reference to the full text of the revised Code, which will be posted in the Sustainability section of the Company’s website at www.fluor.com by close of business on November 3, 2017.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release issued by Fluor Corporation on November 2, 2017 announcing its financial results for the quarter ended September 30, 2017.

 

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.

 

 

November 2, 2017

 

FLUOR CORPORATION

 

 

 

 

By:

/s/ Bruce A. Stanski

 

 

Bruce A. Stanski

 

 

Executive Vice President and Chief Financial Officer

 

3


 

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 THIRD QUARTER RESULTS

 

IRVING, TEXAS — November 2, 2017 — Fluor Corporation (NYSE: FLR) today announced financial results for its third quarter ended September 30, 2017. Earnings attributable to Fluor for the third quarter were $94 million, or $0.67 per diluted share, compared to $5 million, or $0.03 per diluted share a year ago. Consolidated segment profit for the quarter was $203 million, up from $25 million a year ago. Third quarter revenue was $4.9 billion, up from $4.8 billion in the prior year. New awards for the quarter were $3.8 billion, including $2.6 billion in Energy, Chemicals & Mining and $628 million in Industrial, Infrastructure & Power. Consolidated ending backlog was $32.9 billion.

 

“Fluor remains focused on providing clients with capital efficient project execution across our businesses,” said David Seaton, Fluor chairman and chief executive officer. “We are encouraged by the rebound in the mining market and the prospect pipeline for domestic and international infrastructure and we remain optimistic that advantaged oil and gas projects will continue to move forward.”

 

Corporate G&A expense for the third quarter of 2017 was $46 million, compared to $47 million last quarter. Fluor’s cash and marketable securities balance at the end of the third

 



 

quarter was $2.1 billion. During the quarter, the company generated $123 million in cash from operating activities, and paid out $29 million in dividends.

 

Outlook

 

The Company is narrowing its 2017 guidance for EPS to a range of $1.50 to $1.60 per diluted share, from the previous range of $1.40 to $1.70 per diluted share.

 

Business Segments

 

Fluor’s Energy, Chemicals & Mining segment reported a segment profit of $104 million, compared to a segment loss of $60 million a year ago. Results for the third quarter a year ago reflect a $241 million pre-tax charge on a petrochemical facility in the United States. Third quarter revenue was $2.4 billion compared to $2.3 billion a year ago. Third quarter new awards of $2.6 billion include a copper project in Chile, and petrochemical projects in the United States, Malaysia and the Philippines. Ending backlog was $18.5 billion compared to $23.7 billion a year ago.

 

The Industrial, Infrastructure & Power segment reported segment profit of $33 million, compared to $28 million a year ago. Revenue for the segment was flat at $1.1 billion compared to a year ago.  New awards for the third quarter were $628 million, and ending backlog for the segment was $8.1 billion, compared to $11.5 billion a year ago. Third quarter ending backlog reflects the removal of the Vogtle nuclear project in Georgia.

 

The Government segment reported segment profit of $30 million, compared to $26 million a year ago. Revenue for the quarter was $766 million, up from $681 million a year

 

2



 

ago. New awards totaled $234 million for the quarter, and ending backlog was $3.6 billion, compared to $5.9 billion a year ago.

 

The Diversified Services segment reported segment profit of $35 million in the third quarter of 2017, compared to $29 million a year ago. Revenue for the quarter was $624 million compared to $632 million in the third quarter of 2016. New awards totaled $338 million for the quarter, and ending backlog was $2.7 billion, down from $3.3 billion a year ago.

 

Third Quarter Conference Call

 

Fluor will host a conference call at 5:30 p.m. Eastern time on Thursday, November 2, 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 (loss) before taxes is included in the press release tables.

 

3



 

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 its clients by delivering innovative and integrated solutions across the globe. With headquarters in Irving, Texas, Fluor ranks 149 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 Fluor on social media at Twitter, LinkedIn and YouTube.

 

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 new contract awards; the Company’s failure to meet cost and schedule estimates; 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; 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 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; new or changing legal requirements; liabilities associated with the performance of nuclear services; foreign currency 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 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 17, 2017. 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.

 

4


 


 

FLUOR CORPORATION

CONSOLIDATED FINANCIAL RESULTS

(in millions, except per share amounts)

Unaudited

 

CONSOLIDATED OPERATING RESULTS

 

THREE MONTHS ENDED SEPTEMBER 30

 

2017

 

2016

 

Revenue

 

$

4,941.6

 

$

4,766.9

 

Cost and expenses:

 

 

 

 

 

Cost of revenue

 

4,720.0

 

4,729.7

 

Corporate general and administrative expense

 

46.0

 

27.1

 

Interest expense, net

 

10.2

 

12.8

 

Total cost and expenses

 

4,776.2

 

4,769.6

 

Earnings (loss) before taxes

 

165.4

 

(2.7

)

Income tax expense (benefit)

 

52.5

 

(20.1

)

Net earnings

 

112.9

 

17.4

 

Less: Net earnings attributable to noncontrolling interests

 

18.4

 

12.6

 

Net earnings attributable to Fluor Corporation

 

$

94.5

 

$

4.8

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

Net earnings

 

$

0.68

 

$

0.03

 

Weighted average shares

 

139.9

 

139.3

 

Diluted earnings per share

 

 

 

 

 

Net earnings

 

$

0.67

 

$

0.03

 

Weighted average shares

 

140.8

 

140.9

 

 

 

 

 

 

 

New awards

 

$

3,822.9

 

$

7,021.5

 

Backlog

 

$

32,915.2

 

$

44,325.3

 

Work performed

 

$

4,819.0

 

$

4,661.6

 

 

5



 

FLUOR CORPORATION

CONSOLIDATED FINANCIAL RESULTS

(in millions, except per share amounts)

Unaudited

 

CONSOLIDATED OPERATING RESULTS

 

NINE MONTHS ENDED SEPTEMBER 30

 

2017

 

2016

 

Revenue

 

$

14,493.6

 

$

14,046.9

 

Cost and expenses:

 

 

 

 

 

Cost of revenue

 

14,090.1

 

13,505.7

 

Corporate general and administrative expense

 

138.3

 

134.9

 

Interest expense, net

 

30.3

 

38.4

 

Total cost and expenses

 

14,258.7

 

13,679.0

 

Earnings before taxes

 

234.9

 

367.9

 

Income tax expense

 

51.3

 

111.5

 

Net earnings

 

183.6

 

256.4

 

Less: Net earnings attributable to noncontrolling interests

 

52.6

 

45.5

 

Net earnings attributable to Fluor Corporation

 

$

131.0

 

$

210.9

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

Net earnings

 

$

0.94

 

$

1.52

 

Weighted average shares

 

139.7

 

139.1

 

Diluted earnings per share

 

 

 

 

 

Net earnings

 

$

0.93

 

$

1.50

 

Weighted average shares

 

140.8

 

140.9

 

 

 

 

 

 

 

New awards

 

$

9,331.0

 

$

18,134.7

 

Backlog

 

$

32,915.2

 

$

44,325.3

 

Work performed

 

$

14,162.3

 

$

13,730.7

 

 

6



 

FLUOR CORPORATION

Unaudited

 

BUSINESS SEGMENT FINANCIAL REVIEW AND U.S. GAAP RECONCILIATION

($ in millions)

 

THREE MONTHS ENDED SEPTEMBER 30

 

2017

 

 

 

2016

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

2,412.8

 

 

 

$

2,325.2

 

 

 

Industrial, Infrastructure & Power

 

1,138.8

 

 

 

1,128.3

 

 

 

Government

 

766.0

 

 

 

681.2

 

 

 

Diversified Services

 

624.0

 

 

 

632.2

 

 

 

Total revenue

 

$

4,941.6

 

 

 

$

4,766.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit (loss) $ and margin % (2)

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

104.3

 

4.3

%

$

(59.7

)

(2.6

)%

Industrial, Infrastructure & Power (1)

 

33.3

 

2.9

%

28.4

 

2.5

%

Government

 

30.2

 

3.9

%

26.4

 

3.9

%

Diversified Services

 

35.4

 

5.7

%

29.5

 

4.7

%

Total segment profit $ and margin %

 

$

203.2

 

4.1

%

$

24.6

 

0.5

%

 

 

 

 

 

 

 

 

 

 

Corporate general and administrative expense

 

(46.0

)

 

 

(27.1

)

 

 

Interest expense, net

 

(10.2

)

 

 

(12.8

)

 

 

Earnings attributable to noncontrolling interests

 

18.4

 

 

 

12.6

 

 

 

Earnings (loss) before taxes

 

$

165.4

 

 

 

$

(2.7

)

 

 

 

 

 

 

 

 

 

 

 

 

NINE MONTHS ENDED SEPTEMBER 30

 

2017

 

 

 

2016

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

7,019.0

 

 

 

$

7,245.1

 

 

 

Industrial, Infrastructure & Power

 

3,364.6

 

 

 

2,971.6

 

 

 

Government

 

2,275.4

 

 

 

2,025.1

 

 

 

Diversified Services

 

1,834.6

 

 

 

1,805.1

 

 

 

Total revenue

 

$

14,493.6

 

 

 

$

14,046.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit (loss) $ and margin % (2)

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

319.1

 

4.5

%

$

247.8

 

3.4

%

Industrial, Infrastructure & Power (1)

 

(141.5

)

(4.2

)%

91.7

 

3.1

%

Government

 

78.9

 

3.5

%

65.5

 

3.2

%

Diversified Services

 

94.4

 

5.1

%

90.7

 

5.0

%

Total segment profit $ and margin %

 

$

350.9

 

2.4

%

$

495.7

 

3.5

%

 

 

 

 

 

 

 

 

 

 

Corporate general and administrative expense

 

(138.3

)

 

 

(134.9

)

 

 

Interest expense, net

 

(30.3

)

 

 

(38.4

)

 

 

Earnings attributable to noncontrolling interests

 

52.6

 

 

 

45.5

 

 

 

Earnings before taxes

 

$

234.9

 

 

 

$

367.9

 

 

 

 


(1) Includes research and development expenses associated with NuScale totaling $20 million and $53 million for the three and nine months ended September 30, 2017, respectively, and $22 million and $70 million for the three and nine months ended September 30, 2016, respectively.

 

(2) Segment profit margin % is calculated as segment profit divided by segment revenue.

 

7



 

FLUOR CORPORATION

Unaudited

 

SELECTED BALANCE SHEET ITEMS

($ in millions)

 

 

 

SEPTEMBER 30,

 

DECEMBER 31,

 

 

 

2017

 

2016

 

Cash and marketable securities, including noncurrent

 

$

2,135.7

 

$

2,105.0

 

Total current assets

 

5,514.9

 

5,610.3

 

Total assets

 

9,193.5

 

9,216.4

 

Total short-term debt

 

36.7

 

82.2

 

Total current liabilities

 

3,543.6

 

3,816.0

 

Long-term debt

 

1,581.0

 

1,517.9

 

Shareholders’ equity

 

3,283.3

 

3,125.2

 

 

 

 

 

 

 

SELECTED CASH FLOW ITEMS

 

 

 

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

NINE MONTHS ENDED SEPTEMBER 30

 

2017

 

2016

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

550.6

 

$

452.5

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Net (purchases) sales and maturities of marketable securities

 

(54.0

)

136.4

 

Capital expenditures

 

(216.3

)

(165.5

)

Proceeds from disposal of property, plant and equipment

 

55.9

 

60.8

 

Investments in partnerships and joint ventures

 

(241.6

)

(518.0

)

Acquisitions, net of cash acquired

 

 

(240.7

)

Other items

 

 

10.2

 

Cash utilized by investing activities

 

(456.0

)

(716.8

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Repurchase of common stock

 

 

(9.7

)

Dividends paid

 

(88.6

)

(89.0

)

Proceeds from issuance of 1.75% Senior Notes

 

 

553.0

 

Debt issuance costs

 

 

(3.5

)

Repayment of Stork Notes and other borrowings

 

 

(331.3

)

Borrowings under revolving lines of credit

 

 

883.3

 

Repayment of borrowings under revolving lines of credit

 

(53.5

)

(884.9

)

Distributions paid to noncontrolling interests, net of capital contributions

 

(19.2

)

(17.1

)

Other Items

 

1.1

 

(3.0

)

Cash provided (utilized) by financing activities

 

(160.2

)

97.8

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

42.2

 

(3.0

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

$

(23.4

)

$

(169.5

)

 

 

 

 

 

 

Depreciation

 

$

153.9

 

$

155.1

 

 

8



 

FLUOR CORPORATION

Supplemental Fact Sheet

Unaudited

 

NEW AWARDS

($ in millions)

 

THREE MONTHS ENDED SEPTEMBER 30

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

2,623

 

69

%

$

5,643

 

80

%

Industrial, Infrastructure & Power

 

628

 

16

%

74

 

1

%

Government

 

234

 

6

%

955

 

14

%

Diversified Services

 

338

 

9

%

350

 

5

%

Total new awards

 

$

3,823

 

100

%

$

7,022

 

100

%

 

 

 

 

 

 

 

 

 

 

NINE MONTHS ENDED SEPTEMBER 30

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

4,300

 

46

%

$

7,395

 

41

%

Industrial, Infrastructure & Power

 

2,076

 

22

%

4,860

 

27

%

Government

 

1,516

 

16

%

4,461

 

24

%

Diversified Services

 

1,439

 

16

%

1,419

 

8

%

Total new awards

 

$

9,331

 

100

%

$

18,135

 

100

%

 

 

 

 

 

 

 

 

 

 

BACKLOG TRENDS

 

 

 

 

 

 

 

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS OF SEPTEMBER 30

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Energy, Chemicals & Mining

 

$

18,462

 

56

%

$

23,682

 

54

%

Industrial, Infrastructure & Power

 

8,141

 

25

%

11,461

 

26

%

Government

 

3,572

 

11

%

5,899

 

13

%

Diversified Services

 

2,740

 

8

%

3,283

 

7

%

Total backlog

 

$

32,915

 

100

%

$

44,325

 

100

%

 

 

 

 

 

 

 

 

 

 

United States

 

$

13,159

 

40

%

$

20,784

 

47

%

The Americas (excluding the United States)

 

3,626

 

11

%

3,635

 

8

%

Europe, Africa and the Middle East

 

14,179

 

43

%

17,660

 

40

%

Asia Pacific (including Australia)

 

1,951

 

6

%

2,246

 

5

%

Total backlog

 

$

32,915

 

100

%

$

44,325

 

100

%

 

9