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-
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