Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | FLUOR CORP | |
Entity Central Index Key | 1,124,198 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 141,612,486 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS | ||||
TOTAL REVENUE | $ 4,384,612 | $ 5,440,081 | $ 13,743,367 | $ 16,076,381 |
TOTAL COST OF REVENUE | 4,133,819 | 5,059,960 | 12,901,133 | 15,038,616 |
OTHER (INCOME) AND EXPENSES | ||||
Gain related to a partial sale of a subsidiary | (68,162) | (68,162) | ||
Corporate general and administrative expense | 35,165 | 35,131 | 124,060 | 129,615 |
Interest expense | 10,170 | 5,979 | 33,739 | 20,321 |
Interest income | (4,590) | (4,373) | (13,340) | (12,312) |
Total cost and expenses | 4,106,402 | 5,096,697 | 12,977,430 | 15,176,240 |
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | 278,210 | 343,384 | 765,937 | 900,141 |
INCOME TAX EXPENSE | 91,417 | 114,635 | 252,796 | 282,919 |
EARNINGS FROM CONTINUING OPERATIONS | 186,793 | 228,749 | 513,141 | 617,222 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES | (5,057) | (113,859) | (5,057) | (199,042) |
NET EARNINGS | 181,736 | 114,890 | 508,084 | 418,180 |
LESS: NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 10,453 | 45,388 | 44,215 | 121,814 |
NET EARNINGS ATTRIBUTABLE TO FLUOR CORPORATION | 171,283 | 69,502 | 463,869 | 296,366 |
AMOUNTS ATTRIBUTABLE TO FLUOR CORPORATION | ||||
Earnings from continuing operations | 176,340 | 183,361 | 468,926 | 495,408 |
Loss from discontinued operations, net of taxes | (5,057) | (113,859) | (5,057) | (199,042) |
NET EARNINGS ATTRIBUTABLE TO FLUOR CORPORATION | $ 171,283 | $ 69,502 | $ 463,869 | $ 296,366 |
BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO FLUOR CORPORATION | ||||
Earnings from continuing operations (in dollars per share) | $ 1.22 | $ 1.17 | $ 3.21 | $ 3.12 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.03) | (0.73) | (0.03) | (1.25) |
Net earnings (in dollars per share) | 1.19 | 0.44 | 3.18 | 1.87 |
DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO FLUOR CORPORATION | ||||
Earnings from continuing operations (in dollars per share) | 1.21 | 1.15 | 3.17 | 3.08 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.04) | (0.71) | (0.04) | (1.24) |
Net earnings (in dollars per share) | $ 1.17 | $ 0.44 | $ 3.13 | $ 1.84 |
SHARES USED TO CALCULATE EARNINGS PER SHARE | ||||
BASIC (in shares) | 144,293 | 157,332 | 146,095 | 158,670 |
DILUTED (in shares) | 146,085 | 159,456 | 147,974 | 160,756 |
DIVIDENDS DECLARED PER SHARE | $ 0.21 | $ 0.21 | $ 0.63 | $ 0.63 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||||
NET EARNINGS | $ 181,736 | $ 114,890 | $ 508,084 | $ 418,180 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: | ||||
Foreign currency translation adjustment | (45,053) | (66,381) | (80,892) | (65,672) |
Ownership share of equity method investees' other comprehensive income (loss) | (5,363) | (1,127) | (8,191) | 9,218 |
Defined benefit pension and postretirement plan adjustments | (9,347) | 11,339 | (3,982) | 14,496 |
Unrealized loss on derivative contracts | (4,093) | (2,109) | (2,703) | (1,604) |
Unrealized gain (loss) on available-for-sale securities | 358 | (345) | 732 | (132) |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (63,498) | (58,623) | (95,036) | (43,694) |
COMPREHENSIVE INCOME | 118,238 | 56,267 | 413,048 | 374,486 |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 10,361 | 44,555 | 44,103 | 117,007 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO FLUOR CORPORATION | $ 107,877 | $ 11,712 | $ 368,945 | $ 257,479 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents ($287,277 and $352,996 related to variable interest entities ("VIEs")) | $ 1,781,399 | $ 1,993,125 |
Marketable securities, current ($70,065 and $14,082 related to VIEs) | 245,752 | 105,131 |
Accounts and notes receivable, net ($202,887 and $193,565 related to VIEs) | 1,194,505 | 1,471,705 |
Contract work in progress ($137,075 and $166,334 related to VIEs) | 1,512,398 | 1,587,275 |
Deferred taxes | 189,914 | 340,223 |
Other current assets ( $23,072 and $38,848 related to VIEs) | 305,790 | 260,588 |
Total current assets | 5,229,758 | 5,758,047 |
Marketable securities, noncurrent | 239,205 | 343,644 |
Property, plant and equipment ("PP&E") ((net of accumulated depreciation of $1,071,693 and $1,081,198) (net PP&E of $78,401 and $77,579 related to VIEs)) | 929,888 | 980,263 |
Investments and goodwill | 416,160 | 302,757 |
Deferred taxes | 220,855 | 201,004 |
Deferred compensation trusts | 349,103 | 405,022 |
Other assets ( $24,428 and $24,003 related to VIEs) | 214,392 | 203,692 |
TOTAL ASSETS | 7,599,361 | 8,194,429 |
CURRENT LIABILITIES | ||
Trade accounts payable ($172,487 and $213,837 related to VIEs) | 1,247,249 | 1,422,084 |
Convertible senior notes and other borrowings | 28,742 | |
Advance billings on contracts ($164,393 and $151,321 related to VIEs) | 652,378 | 569,418 |
Accrued salaries, wages and benefits ($53,651 and $51,749 related to VIEs) | 700,659 | 725,586 |
Other accrued liabilities ($18,555 and $21,709 related to VIEs) | 261,515 | 585,023 |
Total current liabilities | 2,861,801 | 3,330,853 |
LONG-TERM DEBT DUE AFTER ONE YEAR | 992,689 | 991,685 |
NONCURRENT LIABILITIES | $ 568,929 | $ 648,061 |
CONTINGENCIES AND COMMITMENTS | ||
Capital stock | ||
Preferred - authorized 20,000,000 shares ($0.01 par value); none issued | ||
Common - authorized 375,000,000 shares ($0.01 par value); issued and outstanding - 142,219,163 and 148,633,640 shares in 2015 and 2014, respectively | $ 1,422 | $ 1,486 |
Accumulated other comprehensive loss | (579,136) | (484,212) |
Retained earnings | 3,640,054 | 3,593,597 |
Total shareholders' equity | 3,062,340 | 3,110,871 |
Noncontrolling interests | 113,602 | 112,959 |
Total equity | 3,175,942 | 3,223,830 |
TOTAL LIABILITIES AND EQUITY | $ 7,599,361 | $ 8,194,429 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEET | ||
Property, plant and equipment, accumulated depreciation | $ 1,071,693 | $ 1,081,198 |
Shareholders' equity | ||
Preferred stock, authorized shares (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Common stock, authorized shares (in shares) | 375,000,000 | 375,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, issued shares (in shares) | 142,219,163 | 148,633,640 |
Common stock, outstanding shares (in shares) | 142,219,163 | 148,633,640 |
CURRENT ASSETS, VIEs | ||
Cash and cash equivalents | $ 1,781,399 | $ 1,993,125 |
Marketable securities, current | 245,752 | 105,131 |
Accounts and notes receivable | 1,194,505 | 1,471,705 |
Contract work in progress | 1,512,398 | 1,587,275 |
Other current assets | 305,790 | 260,588 |
Net property, plant and equipment | 929,888 | 980,263 |
Other | 214,392 | 203,692 |
CURRENT LIABILITIES, VIEs | ||
Trade accounts payable | 1,247,249 | 1,422,084 |
Advance billings on contracts | 652,378 | 569,418 |
Accrued salaries, wages and benefits | 700,659 | 725,586 |
Other accrued liabilities | 261,515 | 585,023 |
Consolidated variable interest entities | ||
CURRENT ASSETS, VIEs | ||
Cash and cash equivalents | 287,277 | 352,996 |
Marketable securities, current | 70,065 | 14,082 |
Accounts and notes receivable | 202,887 | 193,565 |
Contract work in progress | 137,075 | 166,334 |
Other current assets | 23,072 | 38,848 |
Net property, plant and equipment | 78,401 | 77,579 |
Other | 24,428 | 24,003 |
CURRENT LIABILITIES, VIEs | ||
Trade accounts payable | 172,487 | 213,837 |
Advance billings on contracts | 164,393 | 151,321 |
Accrued salaries, wages and benefits | 53,651 | 51,749 |
Other accrued liabilities | $ 18,555 | $ 21,709 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net earnings | $ 508,084 | $ 418,180 |
Adjustments to reconcile net earnings to cash provided (utilized) by operating activities: | ||
Loss from discontinued operations, net of taxes | 5,057 | 199,042 |
Depreciation of fixed assets | 140,961 | 143,825 |
Amortization of intangibles | 668 | 669 |
Loss on sales of equity method investments | 2,158 | |
Earnings from equity method investments, net of distributions | (5,825) | (4,093) |
Gain related to a partial sale of a subsidiary | (68,162) | |
Gain on sale of property, plant and equipment | (22,329) | (23,270) |
Restricted stock and stock option amortization | 41,424 | 36,256 |
Deferred compensation trust | 55,919 | (8,315) |
Deferred compensation obligation | (20,778) | 8,266 |
Deferred taxes | 78,302 | 58,074 |
Excess tax benefit from stock-based plans | (3,965) | |
Net retirement plan accrual (contributions) | (11,056) | (35,910) |
Changes in operating assets and liabilities | 178,281 | (374,107) |
Cash outflows from discontinued operations | (312,451) | (4,680) |
Other items | 2,328 | (4,781) |
Cash provided by operating activities | 570,423 | 407,349 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of marketable securities | (362,790) | (275,907) |
Proceeds from the sales and maturities of marketable securities | 324,057 | 233,506 |
Capital expenditures | (181,078) | (222,561) |
Proceeds from disposal of property, plant and equipment | 70,403 | 72,468 |
Proceeds from partial sale of an operating subsidiary | 45,566 | |
Proceeds from sales of equity method investments | 44,000 | |
Investments in partnerships and joint ventures | (80,886) | (34,185) |
Other items | 14,479 | 1,959 |
Cash utilized by investing activities | (170,249) | (180,720) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchase of common stock | (359,560) | (410,637) |
Dividends paid | (94,553) | (92,975) |
Repayment of convertible debt and other borrowings | (28,425) | (74) |
Distributions paid to noncontrolling interests | (44,577) | (75,510) |
Capital contributions by noncontrolling interests | 3,628 | 2,210 |
Taxes paid on vested restricted stock | (8,402) | (11,426) |
Stock options exercised | 1,162 | 23,961 |
Excess tax benefit from stock-based plans | 3,965 | |
Other items | (3,482) | (1,788) |
Cash utilized by financing activities | (534,209) | (562,274) |
Effect of exchange rate changes on cash | (77,691) | (47,740) |
Decrease in cash and cash equivalents | (211,726) | (383,385) |
Cash and cash equivalents at beginning of period | 1,993,125 | 2,283,582 |
Cash and cash equivalents at end of period | $ 1,781,399 | $ 1,900,197 |
Principles of Consolidation
Principles of Consolidation | 9 Months Ended |
Sep. 30, 2015 | |
Principles of Consolidation | |
Principles of Consolidation | (1) Principles of Consolidation The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under accounting principles generally accepted in the United States and, therefore, should be read in conjunction with the company’s December 31, 2014 Annual Report on Form 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the three and nine months ended September 30, 2015 may not necessarily be indicative of results that can be expected for the full year. The Condensed Consolidated Financial Statements included herein are unaudited; however, they contain all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly its consolidated financial position as of September 30, 2015 and its consolidated results of operations and cash flows for the interim periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Management has evaluated all material events occurring subsequent to the date of the financial statements up to the filing date of this Form 10-Q. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements New accounting pronouncements implemented by the company during the nine months ended September 30, 2015 or requiring implementation in future periods are discussed below or in the related notes, where appropriate. In the second quarter of 2015, the company adopted Accounting Standards Update (“ASU”) 2015-08, “Pushdown Accounting: Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115,” which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon acquisition. The adoption of ASU 2015-08 did not have an impact on the company’s financial position, results of operations or cash flows. In the first quarter of 2015, the company adopted ASU 2014-11, “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures,” which makes limited amendments to the guidance in Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing,” on accounting for certain repurchase agreements (“repos”). The ASU (1) requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements); (2) eliminates accounting guidance on linked repurchase financing transactions; and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions and repurchase-to-maturity transactions) accounted for as secured borrowings. The adoption of ASU 2014-11 did not have a material impact on the company’s financial position, results of operations or cash flows. In the first quarter of 2015, the company adopted ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends the definition of a discontinued operation and requires entities to provide additional disclosures about disposal transactions that do not meet the discontinued operations criteria. This ASU requires discontinued operations treatment for disposals of a component or group of components of an entity that represent a strategic shift that has or will have a major impact on an entity’s operations or financial results. ASU 2014-08 also expands the scope of ASC 205-20, “Discontinued Operations,” to disposals of equity method investments and acquired businesses held for sale. The adoption of ASU 2014-08 did not have a material impact on the company’s financial position, results of operations or cash flows. In the first quarter of 2015, the company adopted ASU 2014-05, “Service Concession Arrangements.” This ASU clarifies that, unless certain circumstances are met, operating entities should not account for certain concession arrangements with public-sector entities as leases and should not recognize the related infrastructure as property, plant and equipment. The adoption of ASU 2014-05 did not have a material impact on the company’s financial position, results of operations or cash flows. In September 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” This ASU requires an acquirer in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015, and should be applied prospectively to adjustments to provisional amounts that occur after the effective date. Management does not expect the adoption of ASU 2015-16 to have a material impact on the company’s financial position, results of operations or cash flows. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update),” which clarifies the presentation and measurement of debt issuance costs incurred in connection with line of credit arrangements. The SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers — Deferral of the Effective Date” which deferred the effective date of ASU 2014-09 by one year. ASU 2014-09, “Revenue from Contracts with Customers,” outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 outlines a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Major provisions include determining which goods and services are distinct and require separate accounting, how variable consideration (which may include change orders and claims) is recognized, whether revenue should be recognized at a point in time or over time and ensuring the time value of money is considered in the transaction price. The company will now be required to adopt ASU 2014-09 for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of interim and annual reporting periods beginning after December 15, 2016. ASU 2014-09 can be applied either retrospectively to each prior period presented or as a cumulative-effect adjustment as of the date of adoption. Management is currently evaluating the impact of adopting ASU 2014-09 on the company’s financial position, results of operations and cash flows. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. ASU 2015-05 is effective for interim and annual reporting periods beginning after December 15, 2015. Management does not expect the adoption of ASU 2015-05 to have a material impact on the company’s financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU changes the presentation of debt issuance costs on the balance sheet by requiring entities to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015. Management does not expect the adoption of ASU 2015-03 to have a material impact on the company’s financial position, results of operations or cash flows. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis.” This ASU amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. Management does not expect the adoption of ASU 2015-02 to have a material impact on the company’s financial position, results of operations or cash flows. In January 2015, the FASB issued ASU 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” Under this ASU, an entity will no longer be allowed to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. Upon adoption, the company may elect prospective or retrospective application. Management does not expect the adoption of ASU 2015-01 to have a material impact on the company’s financial position, results of operations or cash flows. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 and subsequent interim reporting periods. Management does not expect the adoption of ASU 2014-15 to have a material impact on the company’s financial position, results of operations or cash flows. In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period.” This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. ASU 2014-12 is effective for interim and annual reporting periods beginning after December 15, 2015. Management does not expect the adoption of ASU 2014-12 to have a material impact on the company’s financial position, results of operations or cash flows. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations | |
Discontinued Operations | (3) Discontinued Operations During the three and nine months ended September 30, 2014, the company recorded an after-tax loss from discontinued operations of $114 million and $199 million, respectively, in connection with the reassessment of estimated loss contingencies related to the lead business of St. Joe Minerals Corporation and The Doe Run Company in Herculaneum, Missouri, which the company sold in 1994. The tax effects associated with these losses were $64 million and $111 million for the three and nine months ended September 30, 2014, respectively. During both the three and nine months ended September 30, 2015, the company recorded an after-tax loss from discontinued operations of $5 million resulting from the settlement of lead exposure cases related to the divested lead business and the payment of legal fees incurred in connection with a pending indemnification action against the buyer of the lead business for these settlements and others. The tax effects associated with these losses were $3 million for both the three and nine months ended September 30, 2015. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
Other Comprehensive Income (Loss) | |
Other Comprehensive Income (Loss) | (4) Other Comprehensive Income (Loss) The tax effects of the components of other comprehensive income (loss) (“OCI”) for the three months ended September 30, 2015 and 2014 are as follows: Three Months Ended Three Months Ended September 30, 2015 September 30, 2014 Tax Tax Before-Tax Benefit Net-of-Tax Before-Tax Benefit Net-of-Tax (in thousands) Amount (Expense) Amount Amount (Expense) Amount Other comprehensive income (loss): Foreign currency translation adjustment $ ) $ $ ) $ ) $ $ ) Ownership share of equity method investees’ Other comprehensive loss ) ) ) ) Defined benefit pension and postretirement plan adjustments ) ) ) Unrealized loss on derivative contracts ) ) ) ) Unrealized gain (loss) on available-for-sale securities ) ) ) Total other comprehensive loss ) ) ) ) Less: Other comprehensive loss attributable to noncontrolling interests ) — ) ) — ) Other comprehensive loss attributable to Fluor Corporation $ ) $ $ ) $ ) $ $ ) The tax effects of the components of OCI for the nine months ended September 30, 2015 and 2014 are as follows: Nine Months Ended Nine Months Ended September 30, 2015 September 30, 2014 Tax Tax Before-Tax Benefit Net-of-Tax Before-Tax Benefit Net-of-Tax (in thousands) Amount (Expense) Amount Amount (Expense) Amount Other comprehensive income (loss): Foreign currency translation adjustment $ ) $ $ ) $ ) $ $ ) Ownership share of equity method investees’ other comprehensive income (loss) ) ) ) Defined benefit pension and postretirement plan adjustments ) ) ) Unrealized loss on derivative contracts ) ) ) ) Unrealized gain (loss) on available-for-sale securities ) ) ) Total other comprehensive loss ) ) ) ) Less: Other comprehensive loss attributable to noncontrolling interests ) — ) ) — ) Other comprehensive loss attributable to Fluor Corporation $ ) $ $ ) $ ) $ $ ) The changes in accumulated other comprehensive income (“AOCI”) balances by component (after-tax) for the three months ended September 30, 2015 are as follows: (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available- for-Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of June 30, 2015 $ ) $ ) $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) ) Amounts reclassified from AOCI — Net other comprehensive income (loss) ) ) ) ) ) Balance as of September 30, 2015 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of June 30, 2015 $ $ — $ — $ ) $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive loss ) — — ) — ) Balance as of September 30, 2015 $ $ — $ — $ ) $ — $ The changes in AOCI balances by component (after-tax) for the nine months ended September 30, 2015 are as follows: (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available- for-Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of December 31, 2014 $ ) $ ) $ ) $ ) $ ) $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) ) Amounts reclassified from AOCI — ) Net other comprehensive income (loss) ) ) ) ) ) Balance as of September 30, 2015 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of December 31, 2014 $ $ — $ — $ ) $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive income (loss) ) — — — ) Balance as of September 30, 2015 $ $ — $ — $ ) $ — $ The changes in AOCI balances by component (after-tax) for the three months ended September 30, 2014 are as follows: (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available-for- Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of June 30, 2014 $ $ ) $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) ) Amounts reclassified from AOCI — — ) Net other comprehensive income (loss) ) ) ) ) ) Balance as of September 30, 2014 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of June 30, 2014 $ $ — $ — $ $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive loss ) — — ) — ) Balance as of September 30, 2014 $ $ — $ — $ ) $ — $ The changes in AOCI balances by component (after-tax) for the nine months ended September 30, 2014 are as follows: (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available-for- Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of December 31, 2013 $ ) $ ) $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) Amounts reclassified from AOCI — — ) Net other comprehensive income (loss) ) ) ) ) Balance as of September 30, 2014 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of December 31, 2013 $ $ — $ — $ $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive loss ) — — ) — ) Balance as of September 30, 2014 $ $ — $ — $ ) $ — $ The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statement of Earnings are as follows: Location in Three Months Ended Nine Months Ended Condensed Consolidated September 30, September 30, (in thousands) Statement of Earnings 2015 2014 2015 2014 Component of AOCI: Foreign currency translation adjustment Gain related to a partial sale of a subsidiary $ ) $ — $ ) $ — Income tax benefit Income tax expense — — Net of tax $ ) $ — $ ) $ — Defined benefit pension plan adjustments Various accounts (1) $ ) $ ) $ ) $ ) Income tax benefit Income tax expense Net of tax $ ) $ ) $ ) $ ) Unrealized gain (loss) on derivative contracts: Commodity contracts and foreign currency contracts Total cost of revenue $ ) $ $ ) $ Interest rate contracts Interest expense ) ) ) ) Income tax benefit (net) Income tax expense Net of tax ) ) ) ) Less: Noncontrolling interests Net earnings attributable to noncontrolling interests ) ) ) ) Net of tax and noncontrolling interests $ ) $ ) $ ) $ ) Unrealized gain (loss) on available-for-sale securities Corporate general and administrative expense $ ) $ $ $ Income tax benefit (expense) Income tax expense ) ) ) Net of tax $ ) $ $ $ (1) Defined benefit pension plan adjustments were reclassified primarily to total cost of revenue and corporate general and administrative expense. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Income Taxes | (5) Income Taxes The effective tax rate on earnings from continuing operations for the three and nine months ended September 30, 2015 was 32.9 percent and 33.0 percent, respectively, compared to 33.4 percent and 31.4 percent for the corresponding periods of 2014. The effective tax rate for all periods benefits from earnings attributable to noncontrolling interests for which income taxes are not typically the responsibility of the company. Additionally, the effective tax rate for the three months ended September 30, 2014 was unfavorably impacted by foreign losses for which the company will not receive a benefit. The effective tax rate for the nine months ended September 30, 2015 also benefited from an IRS settlement in 2015. The company’s effective tax rate on the loss from discontinued operations for the three and nine months ended September 30, 2015 was 35.5 percent. The company conducts business globally and, as a result, the company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, the Netherlands, South Africa, the United Kingdom and the United States. Although the company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be materially different, both favorably and unfavorably. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2012. |
Cash Paid for Interest and Taxe
Cash Paid for Interest and Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Cash Paid for Interest and Taxes | |
Cash Paid for Interest and Taxes | (6) Cash Paid for Interest and Taxes Cash paid for interest was $30 million and $21 million for the nine months ended September 30, 2015 and 2014, respectively. Income tax payments, net of refunds, were $148 million and $240 million during the nine-month periods ended September 30, 2015 and 2014, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share | |
Earnings Per Share | (7) Earnings Per Share Diluted earnings per share (“EPS”) reflects the assumed exercise or conversion of all dilutive securities using the treasury stock method. The calculations of the basic and diluted EPS for the three and nine months ended September 30, 2015 and 2014 are presented below: Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share amounts) 2015 2014 2015 2014 Amounts attributable to Fluor Corporation: Earnings from continuing operations $ $ $ $ Loss from discontinued operations, net of taxes ) ) ) ) Net earnings $ $ $ $ Basic EPS: Weighted average common shares outstanding Basic EPS attributable to Fluor Corporation: Earnings from continuing operations $ $ $ $ Loss from discontinued operations, net of taxes ) ) ) ) Net earnings $ $ $ $ Diluted EPS: Weighted average common shares outstanding Diluted effect: Employee stock options, restricted stock units and shares and Value Driver Incentive units Conversion equivalent of dilutive convertible debt — Weighted average diluted shares outstanding Diluted EPS attributable to Fluor Corporation: Earnings from continuing operations $ $ $ $ Loss from discontinued operations, net of taxes ) ) ) ) Net earnings $ $ $ $ Anti-dilutive securities not included above During the three and nine months ended September 30, 2015, the company repurchased and cancelled 3,165,855 and 6,888,531 shares, respectively, of its common stock under its stock repurchase program for $145 million and $360 million, respectively. During the three and nine months ended September 30, 2014, the company repurchased and cancelled 1,218,503 and 5,431,188 shares, respectively, of its common stock under its stock repurchase program for $87 million and $411 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | (8) Fair Value Measurements The fair value hierarchy established by ASC 820, “Fair Value Measurement,” prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1 – quoted prices in active markets for identical assets and liabilities Level 2 – inputs other than quoted prices in active markets for identical assets and liabilities that are observable, either directly or indirectly Level 3 – unobservable inputs The company measures and reports assets and liabilities at fair value utilizing pricing information received from third parties. The company performs procedures to verify the reasonableness of pricing information received for significant assets and liabilities classified as Level 2. The following table presents, for each of the fair value hierarchy levels required under ASC 820-10, the company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value Hierarchy Fair Value Hierarchy (in thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ $ $ — $ — $ $ $ — $ — Marketable securities, current (2) — — — — Deferred compensation trusts (3) — — — — Marketable securities, noncurrent (4) — — — — Derivative assets (5) Commodity contracts — — — — Foreign currency contracts — — — — Liabilities: Derivative liabilities (5) Commodity contracts $ $ — $ $ — $ $ — $ $ — Foreign currency contracts — — — — (1) Consists primarily of registered money market funds valued at fair value. These investments represent the net asset value of the shares of such funds as of the close of business at the end of the period. (2) Consists of investments in U.S. agency securities, U.S. Treasury securities and corporate debt securities with maturities of less than one year that are valued based on pricing models, which are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets. (3) Consists primarily of registered money market funds and an equity index fund valued at fair value. These investments, which are trading securities, represent the net asset value of the shares of such funds as of the close of business at the end of the period based on the last trade or official close of an active market or exchange. (4) Consists of investments in U.S. agency securities, U.S. Treasury securities and corporate debt securities with maturities ranging from one year to three years that are valued based on pricing models, which are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets. (5) See Note 9 for the classification of commodity and foreign currency contracts in the Condensed Consolidated Balance Sheet. Commodity and foreign currency contracts are estimated using standard pricing models with market-based inputs, which take into account the present value of estimated future cash flows. All of the company’s financial instruments carried at fair value are included in the table above. All of the above financial instruments are available-for-sale securities except for those held in the deferred compensation trusts (which are trading securities) and derivative assets and liabilities. The company has determined that there was no other-than-temporary impairment of available-for-sale securities with unrealized losses, and the company expects to recover the entire cost basis of the securities. The available-for-sale securities are made up of the following security types as of September 30, 2015: money market funds of $7 million, U.S. agency securities of $32 million, U.S. Treasury securities of $96 million and corporate debt securities of $193 million. As of December 31, 2014, available-for-sale securities consisted of money market funds of $14 million, U.S. agency securities of $73 million, U.S. Treasury securities of $107 million and corporate debt securities of $245 million. The amortized cost of these available-for-sale securities is not materially different from the fair value. During the three and nine months ended September 30, 2015, proceeds from sales and maturities of available-for-sale securities were $94 million and $296 million, respectively, compared to $40 million and $157 million for the corresponding periods of 2014. In addition to assets and liabilities that are measured at fair value on a recurring basis, the company is required to measure certain assets and liabilities at fair value on a nonrecurring basis. On September 30, 2015, the company sold 50% of its ownership in its principal Spanish operating subsidiary for a cash purchase price of approximately $46 million subject to certain purchase price adjustments. In connection with the deconsolidation of the former subsidiary, the company has accounted for its retained noncontrolling interest at its estimated fair value of $44 million as of September 30, 2015. The fair value was estimated using a combination of income-based and market-based valuation approaches utilizing unobservable Level 3 inputs, including significant management assumptions such as forecasted revenue and operating margins, weighted average cost of capital and EBITDA multiples. Observable inputs, such as the cash consideration received for the divested share of the entity, were also considered. (See Note 18 for a further discussion of the sale.) The carrying values and estimated fair values of the company’s financial instruments that are not required to be measured at fair value in the Condensed Consolidated Balance Sheet are as follows: September 30, 2015 December 31, 2014 Fair Value Carrying Fair Carrying Fair (in thousands) Hierarchy Value Value Value Value Assets: Cash (1) Level 1 $ $ $ $ Cash equivalents (2) Level 2 Marketable securities, current (3) Level 2 Notes receivable, including noncurrent portion (4) Level 3 Liabilities: 3.375% Senior Notes (5) Level 2 $ $ $ $ 3.5% Senior Notes (5) Level 2 1.5% Convertible Senior Notes (5) Level 2 — — Other borrowings (6) Level 2 (1) Cash consists of bank deposits. Carrying amounts approximate fair value. (2) Cash equivalents consist of held-to-maturity time deposits with maturities of three months or less at the date of purchase. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. (3) Marketable securities, current consist of held-to-maturity time deposits with original maturities greater than three months that will mature within one year. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value. (4) Notes receivable are carried at net realizable value which approximates fair value. Factors considered by the company in determining the fair value include the credit worthiness of the borrower, current interest rates, the term of the note and any collateral pledged as security. Notes receivable are periodically assessed for impairment. (5) The fair value of the 3.375% Senior Notes, 3.5% Senior Notes and 1.5% Convertible Senior Notes were estimated based on quoted market prices for similar issues. (6) Other borrowings as of December 31, 2014 primarily represent amounts outstanding under a short-term credit facility. The carrying amount of borrowings under this credit facility approximates fair value because of the short-term maturity. |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 30, 2015 | |
Derivatives and Hedging | |
Derivatives and Hedging | (9) Derivatives and Hedging The company limits exposure to foreign currency fluctuations in most of its engineering and construction contracts through provisions that require client payments in currencies corresponding to the currencies in which cost is incurred. Certain financial exposure, which includes currency and commodity price risk associated with engineering and construction contracts, currency risk associated with monetary assets and liabilities denominated in nonfunctional currencies and risk associated with interest rate volatility, may subject the company to earnings volatility. In cases where financial exposure is identified, the company generally implements a hedging strategy utilizing derivative instruments as hedging instruments to mitigate the risk. These hedging instruments are designated as either fair value or cash flow hedges in accordance with ASC 815, “Derivatives and Hedging.” The company formally documents its hedge relationships at inception, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. The company also formally assesses, both at inception and at least quarterly thereafter, whether the hedging instruments are highly effective in offsetting changes in the fair value of the hedged items. The fair values of all hedging instruments are recognized as assets or liabilities at the balance sheet date. For fair value hedges, the effective portion of the change in the fair value of the hedging instrument is offset against the change in the fair value of the underlying asset or liability through earnings. For cash flow hedges, the effective portion of the hedging instrument’s gain or loss due to changes in fair value is recorded as a component of AOCI and is reclassified into earnings when the hedged item settles. Any ineffective portion of a hedging instrument’s change in fair value is immediately recognized in earnings. The company does not enter into derivative instruments for speculative purposes. The company maintains master netting arrangements with certain counterparties to facilitate the settlement of derivative instruments; however, the company reports the fair value of derivative instruments on a gross basis. As of September 30, 2015, the company had total gross notional amounts of $870 million of foreign currency contracts and $9 million of commodity contracts outstanding relating to engineering and construction contract obligations and monetary assets and liabilities denominated in nonfunctional currencies. Both the foreign currency and commodity contracts are of varying duration, none of which extend beyond December 2017. The impact to earnings due to hedge ineffectiveness was immaterial for the three and nine months ended September 30, 2015 and 2014. The fair values of derivatives designated as hedging instruments under ASC 815 as of September 30, 2015 and December 31, 2014 were as follows: Asset Derivatives Liability Derivatives Balance Sheet September 30, December 31, Balance Sheet September 30, December 31, (in thousands) Location 2015 2014 Location 2015 2014 Commodity contracts Other current assets $ $ Other accrued liabilities $ $ Foreign currency contracts Other current assets Other accrued liabilities Commodity contracts Other assets Noncurrent liabilities Foreign currency contracts Other assets Noncurrent liabilities Total $ $ $ $ The pre-tax net gains recognized in earnings associated with the hedging instruments designated as fair value hedges for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended Nine Months Ended September 30, September 30, Fair Value Hedges (in thousands) Location of Gain (Loss) 2015 2014 2015 2014 Foreign currency contracts Corporate general and administrative expense $ ) $ ) $ ) $ The pre-tax amount of gain (loss) recognized in earnings on hedging instruments for the fair value hedges noted in the table above offset the amount of gain (loss) recognized in earnings on the hedged items in the same locations in the Condensed Consolidated Statement of Earnings. The after-tax amount of gain (loss) recognized in OCI associated with the derivative instruments designated as cash flow hedges was as follows: Three Months Ended Nine Months Ended September 30, September 30, Cash Flow Hedges (in thousands) 2015 2014 2015 2014 Commodity contracts $ ) $ ) $ ) $ ) Foreign currency contracts ) ) ) ) Total $ ) $ ) $ ) $ ) The after-tax amount of gain (loss) reclassified from AOCI into earnings associated with the derivative instruments designated as cash flow hedges was as follows: Three Months Ended Nine Months Ended September 30, September 30, Cash Flow Hedges (in thousands) Location of Gain (Loss) 2015 2014 2015 2014 Commodity contracts Total cost of revenue $ ) $ ) $ ) $ Foreign currency contracts Total cost of revenue ) ) Interest rate contracts Interest expense ) ) ) ) Total $ ) $ ) $ ) $ ) |
Retirement Benefits
Retirement Benefits | 9 Months Ended |
Sep. 30, 2015 | |
Retirement Benefits | |
Retirement Benefits | (10) Retirement Benefits Net periodic pension expense for the U.S. and non-U.S. defined benefit pension plans included the following components: U.S. Pension Plan Non-U.S. Pension Plans Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) 2015 2014 2015 2014 2015 2014 2015 2014 Service cost $ $ $ $ $ $ $ $ Interest cost Expected return on assets ) ) ) ) ) ) ) ) Amortization of prior service cost ) — ) — Recognized net actuarial loss Settlements — — — — — — Net periodic pension expense $ $ $ $ $ $ $ $ The company currently expects to contribute up to $100 million into its defined benefit pension plans during 2015, which is expected to be in excess of the minimum funding required and includes estimated additional funding to settle the U.S. defined benefit pension plan (the “U.S. Plan”). During the nine months ended September 30, 2015, contributions of approximately $33 million were made by the company. The company’s Board of Directors previously approved amendments to freeze the accrual of future service-related benefits for salaried participants of the U.S. Plan as of December 31, 2011 and craft participants of the U.S. Plan as of December 31, 2013. During the fourth quarter of 2014, the company’s Board of Directors approved an amendment to terminate the U.S. Plan effective December 31, 2014. The U.S. Plan is expected to be settled in late 2015. The company’s ultimate settlement obligation will depend upon the nature and timing of participant settlements and prevailing market conditions. Upon settlement, the company expects to recognize additional expense, consisting of unrecognized actuarial losses included in AOCI that totaled approximately $285 million as of September 30, 2015, adjusted for the difference between the ultimate settlement obligation and the company’s accrued pension liability, which could be significant. The company does not expect the settlement of the plan obligations to have a material impact on its cash position. During the nine months ended September 30, 2015, lump-sum distributions to participants of the U.S. Plan exceeded the sum of the service cost and interest cost components of net periodic pension cost. As a result, the company recorded a pre-tax settlement charge of $9 million during the third quarter of 2015 which was included in “Corporate general and administrative expense” in the Condensed Consolidated Statement of Earnings. The lump-sum distributions were funded by assets of the U.S. Plan. In anticipation of the plan settlement, the company purchased $10 million in investments in limited partnerships from the U.S. Plan during the third quarter of 2015, as allowed under a prohibited transaction exemption with the U.S. Department of Labor. The purchase price approximated the fair value of the investments as of September 30, 2015. The company’s investments in the limited partnerships are accounted for as cost method investments. |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Financing Arrangements | |
Financing Arrangements | (11) Financing Arrangements As of September 30, 2015, the company had a combination of committed and uncommitted lines of credit that totaled $5.7 billion. These lines may be used for revolving loans, letters of credit and/or general purposes. The committed lines of credit consist of a $1.7 billion Revolving Loan and Letter of Credit Facility and a $1.8 billion Revolving Loan and Letter of Credit Facility. Both facilities mature in May 2019. The company may utilize up to $1.75 billion in the aggregate of the combined $3.5 billion committed lines of credit for revolving loans. Each of the credit facilities may be increased up to an additional $500 million subject to certain conditions, and contain customary financial and restrictive covenants, including a maximum ratio of consolidated debt to tangible net worth of one-to-one and a cap on the aggregate amount of debt of $750 million for the company’s subsidiaries. Borrowings under both facilities bear interest at rates based on the Eurodollar Rate or an alternative base rate, plus an applicable borrowing margin. In November 2014, the company issued $500 million of 3.5% Senior Notes (the “2014 Notes”) due December 15, 2024 and received proceeds of $491 million, net of underwriting discounts. Interest on the 2014 Notes is payable semi-annually on June 15 and December 15 of each year, and began on June 15, 2015. Prior to September 15, 2024, the company may redeem the 2014 Notes at a redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. On or after September 15, 2024, the company may redeem the 2014 Notes at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of purchase. In September 2011, the company issued $500 million of 3.375% Senior Notes (the “2011 Notes”) due September 15, 2021 and received proceeds of $492 million, net of underwriting discounts. Interest on the 2011 Notes is payable semi-annually on March 15 and September 15 of each year, and began on March 15, 2012. The company may, at any time, redeem the 2011 Notes at a redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. For both the 2014 Notes and the 2011 Notes, if a change of control triggering event occurs, as defined by the terms of the respective indentures, the company will be required to offer to purchase the 2014 Notes and the 2011 Notes at a purchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The company is generally not limited under the indentures governing the 2014 Notes and the 2011 Notes in its ability to incur additional indebtedness provided the company is in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions. In February 2004, the company issued $330 million of 1.5% Convertible Senior Notes (the “2004 Notes”) due February 15, 2024 and received proceeds of $323 million, net of underwriting discounts. In December 2004, the company irrevocably elected to pay the principal amount of the 2004 Notes in cash. The 2004 Notes were convertible if a specified trading price of the company’s common stock (the “trigger price”) was achieved and maintained for a specified period. The trigger price condition was satisfied during the first half of 2015 and the year ended December 31, 2014, and the 2004 Notes were therefore classified as short-term debt as of December 31, 2014. During the first half of 2015, holders converted $8 million of the 2004 Notes in exchange for the principal balance owed in cash plus 167,674 shares of the company’s common stock at a conversion rate of 37.0997 shares per each $1,000 principal amount of the 2004 Notes. On May 7, 2015, the company redeemed the remaining $10 million of outstanding 2004 Notes at a redemption price equal to 100 percent of the principal amount plus accrued and unpaid interest up to (but excluding) May 7, 2015. During the third quarter of 2013, the company established a short-term credit facility to purchase land and construction equipment associated with the equipment operations in the Global Services segment. Outstanding borrowings under the facility were $10 million as of December 31, 2014. All borrowings under the facility were repaid during the first nine months of 2015; therefore, no borrowings were outstanding under the credit facility as of September 30, 2015. As of September 30, 2015, the company was in compliance with all of the financial covenants related to its debt agreements. |
Stock-Based Plans
Stock-Based Plans | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Plans | |
Stock-Based Plans | (12) Stock-Based Plans The company’s executive and director stock-based compensation plans are described, and informational disclosures are provided, in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2014. In the first nine months of 2015 and 2014, restricted stock units and restricted shares totaling 556,323 and 370,014, respectively, were granted to executives and directors, at weighted-average per share prices of $58.85 and $79.06, respectively. For the company’s executives, the restricted stock units granted in 2015 and 2014 generally vest ratably over three years. For the company’s directors, the restricted stock units and shares granted in 2015 and 2014 vest or vested on the first anniversary of the grant. During the first nine months of 2015 and 2014, options for the purchase of 963,288 shares at a weighted-average exercise price of $59.05 per share and 684,486 shares at a weighted-average exercise price of $79.19 per share, respectively, were awarded to executives. The options granted in 2015 and 2014 vest ratably over three years. The options expire ten years after the grant date. In the first nine months of 2015 and 2014, performance-based Value Driver Incentive (“VDI”) units totaling 430,970 and 315,551, respectively, were granted to executives at weighted-average per share prices of $59.05 and $79.19, respectively. The number of units is adjusted at the end of each performance period based on the achievement of certain performance criteria. The VDI awards granted in 2015 can only be settled in company stock and are accounted for as equity awards in accordance with ASC 718. The VDI awards granted in 2014 may be settled in cash, based on the closing price of the company’s common stock on the vesting date, or company stock. In accordance with ASC 718, the awards granted in 2014 are classified as liabilities and remeasured at fair value at the end of each reporting period until the awards are settled. Both the VDI awards granted in 2015 and 2014 vest after a period of approximately three years. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interests. | |
Noncontrolling Interests | (13) Noncontrolling Interests The company applies the provisions of ASC 810-10-45, which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net earnings attributable to the parent and to the noncontrolling interests, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. As required by ASC 810-10-45, the company has separately disclosed on the face of the Condensed Consolidated Statement of Earnings for all periods presented the amount of net earnings attributable to the company and the amount of net earnings attributable to noncontrolling interests. For the three and nine months ended September 30, 2015, net earnings attributable to noncontrolling interests were $10 million and $44 million, respectively. For the three and nine months ended September 30, 2014, net earnings attributable to noncontrolling interests were $45 million and $122 million, respectively. Income taxes associated with earnings attributable to noncontrolling interests were immaterial in both periods presented. Distributions paid to noncontrolling interests were $45 million and $76 million for the nine months ended September 30, 2015 and 2014, respectively. Capital contributions by noncontrolling interests were $4 million and $2 million for the nine months ended September 30, 2015 and 2014, respectively. |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Contingencies and Commitments | |
Contingencies and Commitments | (14) Contingencies and Commitments The company and certain of its subsidiaries are subject to litigation, claims and other commitments and contingencies arising in the ordinary course of business, including matters related to government contracting and environmental regulations. The company does not expect that the ultimate resolution of any open matters will have a material adverse effect on its consolidated financial position or results of operations. As of September 30, 2015, several matters were in the litigation and dispute resolution process. The following discussion provides a background and current status of these matters: St. Joe Minerals Matters Since 1995, the company has been named as a defendant in a number of lawsuits alleging injuries resulting from the lead business of St. Joe Minerals Corporation and The Doe Run Company in Herculaneum, Missouri, which the company sold in 1994. Until December 2010, substantially all of the lawsuits were settled and paid by the buyer of the business, who had agreed to indemnify the company for all such liabilities; in all of these cases the company was fully released. Since December 2010, the company has made payments to settle several other lawsuits relating to the lead business, including a $306 million payment in January 2015. The company has filed suit against the buyer seeking indemnification for all liabilities arising from the post-December 2010 lead exposures cases, including the January 2015 payment. Other Matters The company and certain of its clients have made claims arising from the performance under its contracts. The company recognizes revenue, but not profit, for certain claims (including change orders in dispute and unapproved change orders in regard to both scope and price) when it is determined that recovery of incurred costs is probable and the amounts can be reliably estimated. Under ASC 605-35-25, these requirements are satisfied when (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. The company periodically evaluates its position and the amounts recognized in revenue with respect to all its claims. As of September 30, 2015 and December 31, 2014, the company had recorded $25 million and $21 million, respectively, of claim revenue for costs incurred to date and such costs are included in contract work in progress. Additional costs are expected to be incurred in future quarters. The company believes the ultimate recovery of incurred and future costs related to these claims is probable in accordance with ASC 605-35-25. From time to time, the company enters into significant contracts with the U.S. government and its agencies. Government contracts are subject to audits and investigations by government representatives with respect to the company’s compliance with various restrictions and regulations applicable to government contractors, including but not limited to the allowability of costs incurred under reimbursable contracts. In connection with performing government contracts, the company maintains reserves for estimated exposures associated with these matters. In August 2015, the company entered into an agreement to form COOEC Fluor Heavy Industries Co., Ltd. (“CFHI”), a joint venture in which the company will have a 49% ownership interest and Offshore Oil Engineering Co., Ltd., a subsidiary of China National Offshore Oil Corporation, will have a 51% ownership interest. Through CFHI, the two companies will own, operate and manage the Zhuhai Fabrication Yard in China’s Guangdong province. Under the agreement, the company has committed to make an initial cash investment of $350 million after all regulatory approvals are received, which is targeted for late 2015 or early 2016, with a $140 million additional investment targeted for the third quarter of 2016. |
Guarantees
Guarantees | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees | |
Guarantees | (15) Guarantees In the ordinary course of business, the company enters into various agreements providing performance assurances and guarantees to clients on behalf of certain unconsolidated and consolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities. The performance guarantees have various expiration dates ranging from mechanical completion of the project being constructed to a period extending beyond contract completion in certain circumstances. The maximum potential amount of future payments that the company could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts, was estimated to be $20.5 billion as of September 30, 2015. Amounts that may be required to be paid in excess of estimated cost to complete contracts in progress are not estimable. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, the company may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors for claims. The company assessed its performance guarantee obligation as of September 30, 2015 and December 31, 2014 in accordance with ASC 460 , “ Guarantees, ” and the carrying value of the liability was not material. Financial guarantees, made in the ordinary course of business in certain limited circumstances, are entered into with financial institutions and other credit grantors and generally obligate the company to make payment in the event of a default by the borrower. These arrangements generally require the borrower to pledge collateral to support the fulfillment of the borrower’s obligation. |
Partnerships and Joint Ventures
Partnerships and Joint Ventures | 9 Months Ended |
Sep. 30, 2015 | |
Partnerships and Joint Ventures | |
Partnerships and Joint Ventures | (16) Partnerships and Joint Ventures In the normal course of business, the company forms partnerships or joint ventures primarily for the execution of single contracts or projects. The majority of these partnerships or joint ventures are characterized by a 50 percent or less, noncontrolling ownership or participation interest, with decision making and distribution of expected gains and losses typically being proportionate to the ownership or participation interest. Many of the partnership and joint venture agreements provide for capital calls to fund operations, as necessary. Receivables related to work performed for unconsolidated partnerships and joint ventures included in “Accounts and notes receivable, net” in the Condensed Consolidated Balance Sheet were $121 million and $113 million as of September 30, 2015 and December 31, 2014, respectively. The company accounts for its partnerships and joint ventures in accordance with ASC 810, “Consolidation.” In accordance with ASC 810, the company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The company considers a partnership or joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the company reassesses its initial determination of whether the partnership or joint venture is a VIE. The majority of the company’s partnerships and joint ventures qualify as VIEs because the total equity investment is typically nominal and not sufficient to permit the entity to finance its activities without additional subordinated financial support. The company also performs a qualitative assessment of each VIE to determine if the company is its primary beneficiary, as required by ASC 810. The company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. The company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed. In most cases, when the company is not the primary beneficiary and not required to consolidate the VIE, the proportionate consolidation method of accounting is used for joint ventures and partnerships in the construction industry, whereby the company recognizes its proportionate share of revenue, cost and profit in its Condensed Consolidated Statement of Earnings and uses the one-line equity method of accounting in the Condensed Consolidated Balance Sheet, which is a common application of ASC 810-10-45-14 in the construction industry. The cost and equity methods of accounting are also used, depending on the company’s respective ownership interest and amount of influence on the entity, as well as other factors. The net carrying value of the unconsolidated VIEs classified under “Investments and goodwill” and “Other accrued liabilities” in the Condensed Consolidated Balance Sheet was a net asset of $203 million and $107 million as of September 30, 2015 and December 31, 2014, respectively. Some of the company’s VIEs have debt; however, such debt is typically non-recourse in nature. The company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. Future funding commitments as of September 30, 2015 for the unconsolidated VIEs were $15 million. In some cases, the company is required to consolidate certain VIEs. As of September 30, 2015, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $846 million and $412 million, respectively. As of December 31, 2014, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $891 million and $442 million, respectively. The assets of a VIE are restricted for use only for the particular VIE and are not available for general operations of the company. The company has agreements with certain VIEs to provide financial or performance assurances to clients. See Note 15 for a further discussion of such agreements. A discussion of the company’s more significant or unique VIEs is provided in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2014. |
Operating Information by Segmen
Operating Information by Segment | 9 Months Ended |
Sep. 30, 2015 | |
Operating Information by Segment | |
Operating Information by Segment | (17) Operating Information by Segment Effective January 1, 2015, the company implemented certain organizational changes that impacted the composition of its reportable segments. The company’s fabrication activities, previously included in the Global Services segment, have been integrated into the reporting segments for which the activities are being performed, primarily the Oil & Gas segment. Additionally, certain plant engineering offices located in Europe, Africa and the Middle East, which were previously included in the industrial services business line of the Industrial & Infrastructure segment, have been integrated into the Oil & Gas segment. Segment operating information for 2014 has been recast to reflect these organizational changes. Operating information by reportable segment is as follows: Three Months Ended Nine Months Ended September 30, September 30, External Revenue (in millions) 2015 2014 2015 2014 Oil & Gas $ $ $ $ Industrial & Infrastructure Government Global Services Power Total external revenue $ $ $ $ The Global Services segment represents a combination of other operating segments that do not meet the ASC 280, “Segment Reporting,” requirements for separate disclosure or aggregation. Intercompany revenue for the Global Services segment, excluded from the amounts shown above, was $107 million and $331 million for the three and nine months ended September 30, 2015, respectively, and $131 million and $406 million for the three and nine months ended September 30, 2014, respectively. Three Months Ended Nine Months Ended September 30, September 30, Segment Profit (Loss) (in millions) 2015 2014 2015 2014 Oil & Gas $ $ $ $ Industrial & Infrastructure Government Global Services Power ) ) Total segment profit $ $ $ $ Power segment profit for the three and nine months ended September 30, 2015 and 2014 included the operations of NuScale, which are primarily for research and development activities associated with the licensing and commercialization of small modular nuclear reactor technology. In May 2014, NuScale entered into a cost-sharing agreement with the U.S. Department of Energy (“DOE”) establishing the terms and conditions of a multi-year funding award that allows certain qualified expenditures to be reimbursed. NuScale expenses included in the determination of segment profit were $29 million and $65 million for the three and nine months ended September 30, 2015, respectively, and $17 million and $33 million for the three and nine months ended September 30, 2014, respectively. NuScale expenses were net of qualified reimbursable expenses of $13 million and $44 million for the three and nine month periods of 2015, respectively, and $6 million and $23 million for the three and nine month periods of 2014, respectively. The company recognizes the cost-sharing award with the DOE, when earned, as a reduction of “Total cost of revenue” in the Condensed Consolidated Statement of Earnings and, correspondingly, as an increase to segment profit in the period for which the related costs are recognized, with the exception of certain pre-award costs which were recognized in the third quarter of 2014 upon entering into the cost-sharing agreement. A reconciliation of total segment profit to earnings from continuing operations before taxes is as follows: Three Months Ended Nine Months Ended Reconciliation of Total Segment Profit to Earnings from September 30, September 30, Continuing Operations Before Taxes (in millions) 2015 2014 2015 2014 Total segment profit $ $ $ $ Gain related to a partial sale of a subsidiary — — Corporate general and administrative expense ) ) ) ) Interest income (expense), net ) ) ) ) Earnings attributable to noncontrolling interests Earnings from continuing operations before taxes $ $ $ $ Total assets by segment are as follows: September 30, December 31, Total Assets by Segment (in millions) 2015 2014 Oil & Gas $ $ Industrial & Infrastructure Government Global Services Power The above changes in total assets by segment are primarily due to fluctuations in project working capital related to project execution activities. |
Partial Sale of a Subsidiary
Partial Sale of a Subsidiary | 9 Months Ended |
Sep. 30, 2015 | |
Partial Sale of a Subsidiary | |
Partial Sale of a Subsidiary | (18) Partial Sale of a Subsidiary On September 30, 2015, the company sold 50% of its ownership of Fluor S.A., its principal Spanish operating subsidiary, to Sacyr Industrial, S.L.U. for a cash purchase price of approximately $46 million, subject to certain purchase price adjustments. The company deconsolidated the subsidiary and recorded a pre-tax non-operating gain of $68 million during the third quarter of 2015, which was determined based on the sum of the proceeds received on the sale and the estimated fair value of the company’s retained 50% noncontrolling interests, less the carrying value of the net assets associated with the former subsidiary. See Note 8 for further discussion for the company’s valuation of its retained noncontrolling interest. |
Other Comprehensive Income (L25
Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Comprehensive Income (Loss) | |
Schedule of tax effects of components of other comprehensive income (loss) | Three Months Ended Three Months Ended September 30, 2015 September 30, 2014 Tax Tax Before-Tax Benefit Net-of-Tax Before-Tax Benefit Net-of-Tax (in thousands) Amount (Expense) Amount Amount (Expense) Amount Other comprehensive income (loss): Foreign currency translation adjustment $ ) $ $ ) $ ) $ $ ) Ownership share of equity method investees’ Other comprehensive loss ) ) ) ) Defined benefit pension and postretirement plan adjustments ) ) ) Unrealized loss on derivative contracts ) ) ) ) Unrealized gain (loss) on available-for-sale securities ) ) ) Total other comprehensive loss ) ) ) ) Less: Other comprehensive loss attributable to noncontrolling interests ) — ) ) — ) Other comprehensive loss attributable to Fluor Corporation $ ) $ $ ) $ ) $ $ ) Nine Months Ended Nine Months Ended September 30, 2015 September 30, 2014 Tax Tax Before-Tax Benefit Net-of-Tax Before-Tax Benefit Net-of-Tax (in thousands) Amount (Expense) Amount Amount (Expense) Amount Other comprehensive income (loss): Foreign currency translation adjustment $ ) $ $ ) $ ) $ $ ) Ownership share of equity method investees’ other comprehensive income (loss) ) ) ) Defined benefit pension and postretirement plan adjustments ) ) ) Unrealized loss on derivative contracts ) ) ) ) Unrealized gain (loss) on available-for-sale securities ) ) ) Total other comprehensive loss ) ) ) ) Less: Other comprehensive loss attributable to noncontrolling interests ) — ) ) — ) Other comprehensive loss attributable to Fluor Corporation $ ) $ $ ) $ ) $ $ ) |
Schedule of changes in accumulated other comprehensive income balances by component (after-tax) | (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available- for-Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of June 30, 2015 $ ) $ ) $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) ) Amounts reclassified from AOCI — Net other comprehensive income (loss) ) ) ) ) ) Balance as of September 30, 2015 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of June 30, 2015 $ $ — $ — $ ) $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive loss ) — — ) — ) Balance as of September 30, 2015 $ $ — $ — $ ) $ — $ (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available- for-Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of December 31, 2014 $ ) $ ) $ ) $ ) $ ) $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) ) Amounts reclassified from AOCI — ) Net other comprehensive income (loss) ) ) ) ) ) Balance as of September 30, 2015 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of December 31, 2014 $ $ — $ — $ ) $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive income (loss) ) — — — ) Balance as of September 30, 2015 $ $ — $ — $ ) $ — $ (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available-for- Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of June 30, 2014 $ $ ) $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) ) Amounts reclassified from AOCI — — ) Net other comprehensive income (loss) ) ) ) ) ) Balance as of September 30, 2014 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of June 30, 2014 $ $ — $ — $ $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive loss ) — — ) — ) Balance as of September 30, 2014 $ $ — $ — $ ) $ — $ (in thousands) Foreign Currency Translation Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss) Defined Benefit Pension and Postretirement Plans Unrealized Gain (Loss) on Derivative Contracts Unrealized Gain (Loss) on Available-for- Sale Securities Accumulated Other Comprehensive Income (Loss), Net Attributable to Fluor Corporation: Balance as of December 31, 2013 $ ) $ ) $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) ) ) ) Amounts reclassified from AOCI — — ) Net other comprehensive income (loss) ) ) ) ) Balance as of September 30, 2014 $ ) $ ) $ ) $ ) $ $ ) Attributable to Noncontrolling Interests: Balance as of December 31, 2013 $ $ — $ — $ $ — $ Other comprehensive loss before reclassifications ) — — ) — ) Amounts reclassified from AOCI — — — — Net other comprehensive loss ) — — ) — ) Balance as of September 30, 2014 $ $ — $ — $ ) $ — $ |
Schedule of significant items reclassified out of AOCI and corresponding location and impact on Condensed Consolidated Statement of Earnings | Location in Three Months Ended Nine Months Ended Condensed Consolidated September 30, September 30, (in thousands) Statement of Earnings 2015 2014 2015 2014 Component of AOCI: Foreign currency translation adjustment Gain related to a partial sale of a subsidiary $ ) $ — $ ) $ — Income tax benefit Income tax expense — — Net of tax $ ) $ — $ ) $ — Defined benefit pension plan adjustments Various accounts (1) $ ) $ ) $ ) $ ) Income tax benefit Income tax expense Net of tax $ ) $ ) $ ) $ ) Unrealized gain (loss) on derivative contracts: Commodity contracts and foreign currency contracts Total cost of revenue $ ) $ $ ) $ Interest rate contracts Interest expense ) ) ) ) Income tax benefit (net) Income tax expense Net of tax ) ) ) ) Less: Noncontrolling interests Net earnings attributable to noncontrolling interests ) ) ) ) Net of tax and noncontrolling interests $ ) $ ) $ ) $ ) Unrealized gain (loss) on available-for-sale securities Corporate general and administrative expense $ ) $ $ $ Income tax benefit (expense) Income tax expense ) ) ) Net of tax $ ) $ $ $ (1) Defined benefit pension plan adjustments were reclassified primarily to total cost of revenue and corporate general and administrative expense. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share | |
Schedule of calculations of basic and diluted EPS | Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share amounts) 2015 2014 2015 2014 Amounts attributable to Fluor Corporation: Earnings from continuing operations $ $ $ $ Loss from discontinued operations, net of taxes ) ) ) ) Net earnings $ $ $ $ Basic EPS: Weighted average common shares outstanding Basic EPS attributable to Fluor Corporation: Earnings from continuing operations $ $ $ $ Loss from discontinued operations, net of taxes ) ) ) ) Net earnings $ $ $ $ Diluted EPS: Weighted average common shares outstanding Diluted effect: Employee stock options, restricted stock units and shares and Value Driver Incentive units Conversion equivalent of dilutive convertible debt — Weighted average diluted shares outstanding Diluted EPS attributable to Fluor Corporation: Earnings from continuing operations $ $ $ $ Loss from discontinued operations, net of taxes ) ) ) ) Net earnings $ $ $ $ Anti-dilutive securities not included above |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | September 30, 2015 December 31, 2014 Fair Value Hierarchy Fair Value Hierarchy (in thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ $ $ — $ — $ $ $ — $ — Marketable securities, current (2) — — — — Deferred compensation trusts (3) — — — — Marketable securities, noncurrent (4) — — — — Derivative assets (5) Commodity contracts — — — — Foreign currency contracts — — — — Liabilities: Derivative liabilities (5) Commodity contracts $ $ — $ $ — $ $ — $ $ — Foreign currency contracts — — — — (1) Consists primarily of registered money market funds valued at fair value. These investments represent the net asset value of the shares of such funds as of the close of business at the end of the period. (2) Consists of investments in U.S. agency securities, U.S. Treasury securities and corporate debt securities with maturities of less than one year that are valued based on pricing models, which are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets. (3) Consists primarily of registered money market funds and an equity index fund valued at fair value. These investments, which are trading securities, represent the net asset value of the shares of such funds as of the close of business at the end of the period based on the last trade or official close of an active market or exchange. (4) Consists of investments in U.S. agency securities, U.S. Treasury securities and corporate debt securities with maturities ranging from one year to three years that are valued based on pricing models, which are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets. (5) See Note 9 for the classification of commodity and foreign currency contracts in the Condensed Consolidated Balance Sheet. Commodity and foreign currency contracts are estimated using standard pricing models with market-based inputs, which take into account the present value of estimated future cash flows. |
Schedule of carrying values and estimated fair values of financial instruments not required to be measured at fair value | September 30, 2015 December 31, 2014 Fair Value Carrying Fair Carrying Fair (in thousands) Hierarchy Value Value Value Value Assets: Cash (1) Level 1 $ $ $ $ Cash equivalents (2) Level 2 Marketable securities, current (3) Level 2 Notes receivable, including noncurrent portion (4) Level 3 Liabilities: 3.375% Senior Notes (5) Level 2 $ $ $ $ 3.5% Senior Notes (5) Level 2 1.5% Convertible Senior Notes (5) Level 2 — — Other borrowings (6) Level 2 (1) Cash consists of bank deposits. Carrying amounts approximate fair value. (2) Cash equivalents consist of held-to-maturity time deposits with maturities of three months or less at the date of purchase. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. (3) Marketable securities, current consist of held-to-maturity time deposits with original maturities greater than three months that will mature within one year. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value. (4) Notes receivable are carried at net realizable value which approximates fair value. Factors considered by the company in determining the fair value include the credit worthiness of the borrower, current interest rates, the term of the note and any collateral pledged as security. Notes receivable are periodically assessed for impairment. (5) The fair value of the 3.375% Senior Notes, 3.5% Senior Notes and 1.5% Convertible Senior Notes were estimated based on quoted market prices for similar issues. (6) Other borrowings as of December 31, 2014 primarily represent amounts outstanding under a short-term credit facility. The carrying amount of borrowings under this credit facility approximates fair value because of the short-term maturity. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivatives and Hedging | |
Schedule of fair values of derivatives designated as hedging instruments under ASC 815 | Asset Derivatives Liability Derivatives Balance Sheet September 30, December 31, Balance Sheet September 30, December 31, (in thousands) Location 2015 2014 Location 2015 2014 Commodity contracts Other current assets $ $ Other accrued liabilities $ $ Foreign currency contracts Other current assets Other accrued liabilities Commodity contracts Other assets Noncurrent liabilities Foreign currency contracts Other assets Noncurrent liabilities Total $ $ $ $ |
Schedule of after-tax amount of gain (loss) recognized in OCI and reclassified from AOCI into earnings associated with derivative instruments designated as cash flow hedges | Three Months Ended Nine Months Ended September 30, September 30, Cash Flow Hedges (in thousands) 2015 2014 2015 2014 Commodity contracts $ ) $ ) $ ) $ ) Foreign currency contracts ) ) ) ) Total $ ) $ ) $ ) $ ) Three Months Ended Nine Months Ended September 30, September 30, Cash Flow Hedges (in thousands) Location of Gain (Loss) 2015 2014 2015 2014 Commodity contracts Total cost of revenue $ ) $ ) $ ) $ Foreign currency contracts Total cost of revenue ) ) Interest rate contracts Interest expense ) ) ) ) Total $ ) $ ) $ ) $ ) |
Hedging instruments designated as fair value hedges | |
Derivative gain (loss) | |
Schedule of pre-tax net gains recognized in earnings | Three Months Ended Nine Months Ended September 30, September 30, Fair Value Hedges (in thousands) Location of Gain (Loss) 2015 2014 2015 2014 Foreign currency contracts Corporate general and administrative expense $ ) $ ) $ ) $ |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Defined Benefit Pension Plans | |
Defined Benefit Plans and Other Postretirement Benefit Plans | |
Schedule of components of net periodic pension expense | U.S. Pension Plan Non-U.S. Pension Plans Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) 2015 2014 2015 2014 2015 2014 2015 2014 Service cost $ $ $ $ $ $ $ $ Interest cost Expected return on assets ) ) ) ) ) ) ) ) Amortization of prior service cost ) — ) — Recognized net actuarial loss Settlements — — — — — — Net periodic pension expense $ $ $ $ $ $ $ $ |
Operating Informatin by Segment
Operating Informatin by Segment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Operating Information by Segment | |
Schedule of External Revenue, Segment Profit (Loss) and Total Assets by Segment | Three Months Ended Nine Months Ended September 30, September 30, External Revenue (in millions) 2015 2014 2015 2014 Oil & Gas $ $ $ $ Industrial & Infrastructure Government Global Services Power Total external revenue $ $ $ $ Three Months Ended Nine Months Ended September 30, September 30, Segment Profit (Loss) (in millions) 2015 2014 2015 2014 Oil & Gas $ $ $ $ Industrial & Infrastructure Government Global Services Power ) ) Total segment profit $ $ $ $ September 30, December 31, Total Assets by Segment (in millions) 2015 2014 Oil & Gas $ $ Industrial & Infrastructure Government Global Services Power |
Reconciliation of Total Segment Profit to Earnings from Continuing Operations Before Taxes | Three Months Ended Nine Months Ended Reconciliation of Total Segment Profit to Earnings from September 30, September 30, Continuing Operations Before Taxes (in millions) 2015 2014 2015 2014 Total segment profit $ $ $ $ Gain related to a partial sale of a subsidiary — — Corporate general and administrative expense ) ) ) ) Interest income (expense), net ) ) ) ) Earnings attributable to noncontrolling interests Earnings from continuing operations before taxes $ $ $ $ |
Discontinued Operations (Detail
Discontinued Operations (Details) - St. Joe Minerals Corporation and The Doe Run Company - Discontinued operations sold - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations | ||||
After-tax loss from discontinued operations in connection with reassessment of estimated loss contingencies | $ 5 | $ 114 | $ 5 | $ 199 |
Loss from discontinued operations in connection with reassessment of estimated loss contingencies, taxes | $ 3 | $ 64 | $ 3 | $ 111 |
Other Comprehensive Income (L32
Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other comprehensive income (loss), Before-Tax Amount: | ||||
Total other comprehensive income (loss), Before-Tax | $ (101,094) | $ (93,219) | $ (151,202) | $ (65,256) |
Less: Other comprehensive income (loss) attributable to noncontrolling interests, Before-Tax | (92) | (833) | (112) | (4,807) |
Other comprehensive income (loss) attributable to Fluor Corporation, Before-Tax | (101,002) | (92,386) | (151,090) | (60,449) |
Other comprehensive income (loss), Tax Benefit (Expense): | ||||
Total other comprehensive income (loss), Tax Benefit (Expense) | 37,596 | 34,596 | 56,166 | 21,562 |
Other comprehensive income (loss) attributable to Fluor Corporation, Tax Benefit (Expense) | 37,596 | 34,596 | 56,166 | 21,562 |
Other comprehensive income (loss), Net-of-Tax Amount: | ||||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (63,498) | (58,623) | (95,036) | (43,694) |
Less: Other comprehensive income (loss) attributable to noncontrolling interests, Net-of-Tax | (92) | (833) | (112) | (4,807) |
Other comprehensive income (loss) attributable to Fluor Corporation, Net-of-Tax | (63,406) | (57,790) | (94,924) | (38,887) |
Foreign Currency Translation, including noncontrolling interests | ||||
Other comprehensive income (loss), Before-Tax Amount: | ||||
Total other comprehensive income (loss), Before-Tax | (72,085) | (105,841) | (129,274) | (102,282) |
Other comprehensive income (loss), Tax Benefit (Expense): | ||||
Total other comprehensive income (loss), Tax Benefit (Expense) | 27,032 | 39,460 | 48,382 | 36,610 |
Other comprehensive income (loss), Net-of-Tax Amount: | ||||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (45,053) | (66,381) | (80,892) | (65,672) |
Ownership Share of Equity Method Investees' Other Comprehensive Income (Loss) | ||||
Other comprehensive income (loss), Before-Tax Amount: | ||||
Total other comprehensive income (loss), Before-Tax | (8,216) | (1,724) | (12,380) | 16,508 |
Other comprehensive income (loss), Tax Benefit (Expense): | ||||
Total other comprehensive income (loss), Tax Benefit (Expense) | 2,853 | 597 | 4,189 | (7,290) |
Other comprehensive income (loss), Net-of-Tax Amount: | ||||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (5,363) | (1,127) | (8,191) | 9,218 |
Defined Benefit Pension and Postretirement Plan adjustments, including noncontrolling interests | ||||
Other comprehensive income (loss), Before-Tax Amount: | ||||
Total other comprehensive income (loss), Before-Tax | (14,955) | 18,142 | (6,371) | 23,193 |
Other comprehensive income (loss), Tax Benefit (Expense): | ||||
Total other comprehensive income (loss), Tax Benefit (Expense) | 5,608 | (6,803) | 2,389 | (8,697) |
Other comprehensive income (loss), Net-of-Tax Amount: | ||||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (9,347) | 11,339 | (3,982) | 14,496 |
Unrealized Gain on Derivative Contracts, including noncontrolling interests | ||||
Other comprehensive income (loss), Before-Tax Amount: | ||||
Total other comprehensive income (loss), Before-Tax | (6,410) | (3,244) | (4,348) | (2,463) |
Other comprehensive income (loss), Tax Benefit (Expense): | ||||
Total other comprehensive income (loss), Tax Benefit (Expense) | 2,317 | 1,135 | 1,645 | 859 |
Other comprehensive income (loss), Net-of-Tax Amount: | ||||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (4,093) | (2,109) | (2,703) | (1,604) |
Unrealized Gain (Loss) on Available-for-Sale Securities, including noncontrolling interests | ||||
Other comprehensive income (loss), Before-Tax Amount: | ||||
Total other comprehensive income (loss), Before-Tax | 572 | (552) | 1,171 | (212) |
Other comprehensive income (loss), Tax Benefit (Expense): | ||||
Total other comprehensive income (loss), Tax Benefit (Expense) | (214) | 207 | (439) | 80 |
Other comprehensive income (loss), Net-of-Tax Amount: | ||||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | $ 358 | $ (345) | $ 732 | $ (132) |
Other Comprehensive Income (L33
Other Comprehensive Income (Loss) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | $ 3,223,830 | |||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | $ (63,498) | $ (58,623) | (95,036) | $ (43,694) |
BALANCE | 3,175,942 | 3,175,942 | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | (515,730) | (279,298) | (484,212) | (298,201) |
Other comprehensive income (loss) before reclassifications | (79,133) | (59,867) | (116,625) | (45,247) |
Amounts reclassified from AOCI | 15,727 | 2,077 | 21,701 | 6,360 |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (63,406) | (57,790) | (94,924) | (38,887) |
BALANCE | (579,136) | (337,088) | (579,136) | (337,088) |
Foreign Currency Translation | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | (155,000) | 4,587 | (119,416) | (164) |
Other comprehensive income (loss) before reclassifications | (51,260) | (65,767) | (86,844) | (61,016) |
Amounts reclassified from AOCI | 6,208 | 6,208 | ||
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (45,052) | (65,767) | (80,636) | (61,016) |
BALANCE | (200,052) | (61,180) | (200,052) | (61,180) |
Ownership Share of Equity Method Investees' Other Comprehensive Income (Loss) | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | (33,264) | (21,929) | (30,436) | (32,274) |
Other comprehensive income (loss) before reclassifications | (5,363) | (1,127) | (8,191) | 9,218 |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (5,363) | (1,127) | (8,191) | 9,218 |
BALANCE | (38,627) | (23,056) | (38,627) | (23,056) |
Defined Benefit Pension and Postretirement Plans | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | (319,780) | (255,140) | (325,145) | (258,297) |
Other comprehensive income (loss) before reclassifications | (17,919) | 9,315 | (17,919) | 8,364 |
Amounts reclassified from AOCI | 8,572 | 2,024 | 13,937 | 6,132 |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (9,347) | 11,339 | (3,982) | 14,496 |
BALANCE | (329,127) | (243,801) | (329,127) | (243,801) |
Unrealized Gain (Loss) on Derivative Contracts | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | (7,799) | (7,205) | (8,954) | (7,642) |
Other comprehensive income (loss) before reclassifications | (4,920) | (1,963) | (4,444) | (1,690) |
Amounts reclassified from AOCI | 918 | 73 | 1,597 | 237 |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (4,002) | (1,890) | (2,847) | (1,453) |
BALANCE | (11,801) | (9,095) | (11,801) | (9,095) |
Unrealized Gain (Loss) on Available-for-Sale Securities | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | 113 | 389 | (261) | 176 |
Other comprehensive income (loss) before reclassifications | 329 | (325) | 773 | (123) |
Amounts reclassified from AOCI | 29 | (20) | (41) | (9) |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | 358 | (345) | 732 | (132) |
BALANCE | 471 | 44 | 471 | 44 |
Noncontrolling interests | ||||
Changes in AOCI balances by component (after-tax) | ||||
Other comprehensive income (loss) before reclassifications | (157) | (839) | (310) | (4,822) |
Amounts reclassified from AOCI | 65 | 6 | 198 | 15 |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (92) | (833) | (112) | (4,807) |
Accumulated Other Comprehensive Income (Loss) Attributable to Noncontrolling Interests | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | 623 | 3,978 | 643 | 7,952 |
BALANCE | 531 | 3,145 | 531 | 3,145 |
Foreign Currency Translation Attributable to Noncontrolling Interests | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | 1,073 | 3,843 | 1,328 | 7,885 |
Other comprehensive income (loss) before reclassifications | (1) | (614) | (256) | (4,656) |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (1) | (614) | (256) | (4,656) |
BALANCE | 1,072 | 3,229 | 1,072 | 3,229 |
Unrealized Gain (Loss) on Derivative Contracts Attributable Noncontrolling Interests | ||||
Changes in AOCI balances by component (after-tax) | ||||
BALANCE | (450) | 135 | (685) | 67 |
Other comprehensive income (loss) before reclassifications | (156) | (225) | (54) | (166) |
Amounts reclassified from AOCI | 65 | 6 | 198 | 15 |
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX | (91) | (219) | 144 | (151) |
BALANCE | $ (541) | $ (84) | $ (541) | $ (84) |
Other Comprehensive Income (L34
Other Comprehensive Income (Loss) (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Gain related to a partial sale of a subsidiary | $ 68,162 | $ 68,162 | ||
Total cost of revenue | (4,133,819) | $ (5,059,960) | (12,901,133) | $ (15,038,616) |
Interest expense | (10,170) | (5,979) | (33,739) | (20,321) |
Corporate general and administrative expense | (35,165) | (35,131) | (124,060) | (129,615) |
Income tax expense | (91,417) | (114,635) | (252,796) | (282,919) |
NET EARNINGS | 181,736 | 114,890 | 508,084 | 418,180 |
Net earnings attributable to noncontrolling interests | 10,453 | 45,388 | 44,215 | 121,814 |
NET EARNINGS ATTRIBUTABLE TO FLUOR CORPORATION | 171,283 | 69,502 | 463,869 | 296,366 |
Foreign Currency Translation | Reclassified out of AOCI | ||||
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Gain related to a partial sale of a subsidiary | (9,932) | (9,932) | ||
Income tax expense | 3,724 | 3,724 | ||
NET EARNINGS | (6,208) | (6,208) | ||
Defined Benefit Pension and Postretirement Plans | ||||
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Adjustments | (13,715) | (3,239) | (22,299) | (9,811) |
Income tax benefit | 5,143 | 1,215 | 8,362 | 3,679 |
Net of tax | (8,572) | (2,024) | (13,937) | (6,132) |
Unrealized Gain (Loss) on Derivative Contracts | Reclassified out of AOCI | ||||
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Income tax expense | 589 | 47 | 1,076 | 164 |
NET EARNINGS | (983) | (79) | (1,795) | (252) |
Net earnings attributable to noncontrolling interests | (65) | (6) | (198) | (15) |
NET EARNINGS ATTRIBUTABLE TO FLUOR CORPORATION | (918) | (73) | (1,597) | (237) |
Unrealized Gain (Loss) on Derivative Contracts | Reclassified out of AOCI | Commodity contracts and foreign currency contracts | ||||
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Total cost of revenue | (1,153) | 293 | (1,613) | 842 |
Unrealized Gain (Loss) on Derivative Contracts | Reclassified out of AOCI | Interest rate contracts | ||||
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Interest expense | (419) | (419) | (1,258) | (1,258) |
Unrealized Gain (Loss) on Available-for-Sale Securities | Reclassified out of AOCI | ||||
Reclassifications out of accumulated other comprehensive income (loss) | ||||
Corporate general and administrative expense | (46) | 31 | 66 | 14 |
Income tax expense | 17 | (11) | (25) | (5) |
NET EARNINGS | $ (29) | $ 20 | $ 41 | $ 9 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes | ||||
Effective tax rate, continuing operations (as a percent) | 32.90% | 33.40% | 33.00% | 31.40% |
Effective tax rate, discontinued operations (as a percent) | 35.50% | 35.50% |
Cash Paid for Interest and Ta36
Cash Paid for Interest and Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash paid during the year for: | ||
Cash paid for interest | $ 30 | $ 21 |
Income taxes payments, net of refunds | $ 148 | $ 240 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amounts attributable to Fluor Corporation: | ||||
Earnings from continuing operations | $ 176,340 | $ 183,361 | $ 468,926 | $ 495,408 |
Loss from discontinued operations, net of taxes | (5,057) | (113,859) | (5,057) | (199,042) |
NET EARNINGS ATTRIBUTABLE TO FLUOR CORPORATION | $ 171,283 | $ 69,502 | $ 463,869 | $ 296,366 |
Basic EPS: | ||||
Weighted average common shares outstanding (in shares) | 144,293,000 | 157,332,000 | 146,095,000 | 158,670,000 |
Basic EPS attributable to Flour Corporation: | ||||
Earnings from continuing operations (in dollars per share) | $ 1.22 | $ 1.17 | $ 3.21 | $ 3.12 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.03) | (0.73) | (0.03) | (1.25) |
Net earnings (in dollars per share) | $ 1.19 | $ 0.44 | $ 3.18 | $ 1.87 |
Diluted EPS: | ||||
Weighted average common shares outstanding (in shares) | 144,293,000 | 157,332,000 | 146,095,000 | 158,670,000 |
Diluted effect: | ||||
Employee stock options, restricted stock units and shares and Value Driver Incentive units (in shares) | 1,792,000 | 1,726,000 | 1,759,000 | 1,663,000 |
Conversion equivalent of dilutive convertible debt (in shares) | 398,000 | 120,000 | 423,000 | |
Weighted average diluted shares outstanding (in shares) | 146,085,000 | 159,456,000 | 147,974,000 | 160,756,000 |
Diluted EPS attributable to Fluor Corporation: | ||||
Earnings from continuing operations (in dollars per share) | $ 1.21 | $ 1.15 | $ 3.17 | $ 3.08 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.04) | (0.71) | (0.04) | (1.24) |
Net earnings (in dollars per share) | $ 1.17 | $ 0.44 | $ 3.13 | $ 1.84 |
Anti-dilutive securities not included above (in shares) | 3,500,000 | 667,000 | 3,387,000 | 596,000 |
Repurchases of common stock | ||||
Common stock repurchased and cancelled, shares (in shares) | 3,165,855 | 1,218,503 | 6,888,531 | 5,431,188 |
Common stock repurchased and cancelled, amount (in dollars) | $ 145,000 | $ 87,000 | $ 360,000 | $ 411,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Fair value of assets and liabilities measured on recurring basis | ||||||
Other-than-temporary impairment of available-for-sale securities | $ 0 | $ 0 | ||||
Proceeds from the sales and maturities of available-for-sale securities | $ 94,000 | $ 40,000 | $ 296,000 | $ 157,000 | ||
Marketable securities, available-for-sale | Minimum | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Debt securities maturity period | 1 year | |||||
Marketable securities, available-for-sale | Maximum | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Debt securities maturity period | 3 years | |||||
Fair Value, Measurements, Recurring | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Cash and cash equivalents | 7,384 | 14,419 | 7,384 | $ 7,384 | ||
Marketable securities, current | 81,731 | 80,706 | 81,731 | 81,731 | ||
Deferred compensation trusts | 59,898 | 94,893 | 59,898 | 59,898 | ||
Marketable securities, noncurrent | 239,205 | 343,644 | 239,205 | 239,205 | ||
Fair Value, Measurements, Recurring | Money market funds | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Available-for-sale securities | 7,000 | 14,000 | 7,000 | 7,000 | ||
Fair Value, Measurements, Recurring | U.S. agency securities | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Available-for-sale securities | 32,000 | 73,000 | 32,000 | 32,000 | ||
Fair Value, Measurements, Recurring | U.S. Treasury securities | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Available-for-sale securities | 96,000 | 107,000 | 96,000 | 96,000 | ||
Fair Value, Measurements, Recurring | Corporate debt securities | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Available-for-sale securities | 193,000 | 245,000 | 193,000 | 193,000 | ||
Fair Value, Measurements, Recurring | Commodity contracts | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Derivative assets | 335 | 561 | 335 | 335 | ||
Derivative liabilities | 2,149 | 2,290 | 2,149 | 2,149 | ||
Fair Value, Measurements, Recurring | Foreign currency contracts | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Derivative assets | 7,258 | 180 | 7,258 | 7,258 | ||
Derivative liabilities | 16,735 | 4,392 | 16,735 | 16,735 | ||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Cash and cash equivalents | 7,384 | 14,419 | 7,384 | 7,384 | ||
Deferred compensation trusts | 59,898 | 94,893 | 59,898 | 59,898 | ||
Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Marketable securities, current | 81,731 | 80,706 | 81,731 | 81,731 | ||
Marketable securities, noncurrent | 239,205 | 343,644 | 239,205 | 239,205 | ||
Fair Value, Measurements, Recurring | Level 2 | Commodity contracts | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Derivative assets | 335 | 561 | 335 | 335 | ||
Derivative liabilities | 2,149 | 2,290 | 2,149 | 2,149 | ||
Fair Value, Measurements, Recurring | Level 2 | Foreign currency contracts | ||||||
Fair value of assets and liabilities measured on recurring basis | ||||||
Derivative assets | 7,258 | 180 | 7,258 | 7,258 | ||
Derivative liabilities | $ 16,735 | $ 4,392 | $ 16,735 | $ 16,735 |
Fair Value Measurements (Deta39
Fair Value Measurements (Details 2) $ in Thousands | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) |
Fair value measurements | ||
Cash purchase price | $ 45,566 | |
Fluor S.A. | ||
Fair value measurements | ||
Sale of Stock, Percentage of Ownership Sold | 50.00% | |
Cash purchase price | $ 46,000 | |
Fair value, measurements, nonrecurring | Level 3 | Retained noncontrolling interest | Fluor S.A. | ||
Fair value measurements | ||
Assets, Fair Value Disclosure | $ 44,000 | $ 44,000 |
Fair Value Measurements (Deta40
Fair Value Measurements (Details 3) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Sep. 30, 2011 | Feb. 29, 2004 |
3.375% Senior Notes | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Interest rate (as a percent) | 3.375% | 3.375% | 3.375% | ||
3.5% Senior Notes | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Interest rate (as a percent) | 3.50% | 3.50% | 3.50% | ||
1.5% Convertible Senior Notes due February 15, 2024 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Interest rate (as a percent) | 1.50% | 1.50% | |||
Carrying Value | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Marketable securities, held-to-maturity | $ 164,021 | $ 24,425 | |||
Notes receivable, including noncurrent portion | 20,189 | 19,284 | |||
Carrying Value | Other borrowings | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 270 | 10,418 | |||
Carrying Value | 3.375% Senior Notes | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 497,375 | 497,045 | |||
Carrying Value | 3.5% Senior Notes | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 495,044 | 494,640 | |||
Carrying Value | 1.5% Convertible Senior Notes due February 15, 2024 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 18,324 | ||||
Carrying Value | Cash - bank deposits | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Cash and cash equivalents | 1,035,602 | 1,224,834 | |||
Carrying Value | Held-to-maturity time deposits | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Cash and cash equivalents | 738,413 | 753,872 | |||
Fair Value | Level 2 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Marketable securities, held-to-maturity | 164,021 | 24,425 | |||
Fair Value | Level 2 | Other borrowings | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 270 | 10,418 | |||
Fair Value | Level 2 | 3.375% Senior Notes | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 516,475 | 510,465 | |||
Fair Value | Level 2 | 3.5% Senior Notes | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 506,375 | 498,914 | |||
Fair Value | Level 2 | 1.5% Convertible Senior Notes due February 15, 2024 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Debt | 40,826 | ||||
Fair Value | Level 3 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Notes receivable, including noncurrent portion | 20,189 | 19,284 | |||
Fair Value | Cash - bank deposits | Level 1 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Cash and cash equivalents | 1,035,602 | 1,224,834 | |||
Fair Value | Held-to-maturity time deposits | Level 2 | |||||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | |||||
Cash and cash equivalents | $ 738,413 | $ 753,872 |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value | ||
Asset Derivatives | $ 7,593 | $ 741 |
Liability Derivatives | 18,884 | 6,682 |
Commodity contracts | ||
Derivatives, Fair Value | ||
Total gross notional amount | 9,000 | |
Commodity contracts | Other current assets | ||
Derivatives, Fair Value | ||
Asset Derivatives | 313 | 365 |
Commodity contracts | Other assets | ||
Derivatives, Fair Value | ||
Asset Derivatives | 22 | 196 |
Commodity contracts | Other accrued liabilities | ||
Derivatives, Fair Value | ||
Liability Derivatives | 1,522 | 1,362 |
Commodity contracts | Noncurrent liabilities | ||
Derivatives, Fair Value | ||
Liability Derivatives | 627 | 928 |
Foreign currency contracts | ||
Derivatives, Fair Value | ||
Total gross notional amount | 870,000 | |
Foreign currency contracts | Other current assets | ||
Derivatives, Fair Value | ||
Asset Derivatives | 5,779 | 128 |
Foreign currency contracts | Other assets | ||
Derivatives, Fair Value | ||
Asset Derivatives | 1,479 | 52 |
Foreign currency contracts | Other accrued liabilities | ||
Derivatives, Fair Value | ||
Liability Derivatives | 13,242 | 3,721 |
Foreign currency contracts | Noncurrent liabilities | ||
Derivatives, Fair Value | ||
Liability Derivatives | $ 3,493 | $ 671 |
Derivatives and Hedging (Deta42
Derivatives and Hedging (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) | ||||
After-tax amount of gain (loss) recognized in OCI | $ (4,920) | $ (1,963) | $ (4,444) | $ (1,690) |
After-tax amount of gain (loss) reclassified from AOCI into earnings | (918) | (73) | (1,597) | (237) |
Commodity contracts | ||||
Derivative Instruments, Gain (Loss) | ||||
After-tax amount of gain (loss) recognized in OCI | (320) | (175) | (421) | (225) |
Commodity contracts | Total cost of revenue | ||||
Derivative Instruments, Gain (Loss) | ||||
After-tax amount of gain (loss) reclassified from AOCI into earnings | (79) | (9) | (289) | 61 |
Foreign currency contracts | ||||
Derivative Instruments, Gain (Loss) | ||||
After-tax amount of gain (loss) recognized in OCI | (4,600) | (1,788) | (4,023) | (1,465) |
Foreign currency contracts | Corporate general and administrative expense | ||||
Derivative Instruments, Gain (Loss) | ||||
Pre-tax net gains (losses) recognized in earnings associated with hedging instruments designated as fair value hedges | (7,641) | (1,228) | (3,558) | 2,123 |
Foreign currency contracts | Total cost of revenue | ||||
Derivative Instruments, Gain (Loss) | ||||
After-tax amount of gain (loss) reclassified from AOCI into earnings | (577) | 198 | (521) | 488 |
Interest rate contracts | Interest expense | ||||
Derivative Instruments, Gain (Loss) | ||||
After-tax amount of gain (loss) reclassified from AOCI into earnings | $ (262) | $ (262) | $ (787) | $ (786) |
Retirement Benefits (Details)
Retirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Defined Benefit Pension Plans | |||||
Estimated future employer contributions to defined benefit pension plans | |||||
Company contributions | $ 33,000 | ||||
Defined Benefit Pension Plans | Maximum | |||||
Estimated future employer contributions to defined benefit pension plans | |||||
Expected contributions during 2015 | $ 100,000 | ||||
Defined Benefit U.S. Pension Plan | |||||
Net periodic pension expense for defined benefit pension plans | |||||
Service cost | $ 1,700 | $ 950 | 5,100 | $ 2,850 | |
Interest cost | 3,799 | 7,919 | 11,398 | 23,756 | |
Expected return on assets | (5,276) | (7,527) | (15,826) | (22,579) | |
Amortization of prior service cost | 217 | 188 | 650 | 563 | |
Recognized net actuarial loss | 2,352 | 1,109 | 7,054 | 3,326 | |
Settlements | (9,423) | (9,423) | |||
Net periodic pension expense | 12,215 | 2,639 | 17,799 | 7,916 | |
Plan amendments and settlement | |||||
Unrecognized actuarial losses included in AOCI | 285,000 | 285,000 | |||
Pre-tax settlement charge | 9,423 | 9,423 | |||
Defined Benefit U.S. Pension Plan | Corporate general and administrative expense | |||||
Net periodic pension expense for defined benefit pension plans | |||||
Settlements | (9,000) | ||||
Plan amendments and settlement | |||||
Pre-tax settlement charge | 9,000 | ||||
Defined Benefit Non-U.S. Pension Plans | |||||
Net periodic pension expense for defined benefit pension plans | |||||
Service cost | 5,131 | 4,071 | 15,472 | 12,400 | |
Interest cost | 6,672 | 8,702 | 19,961 | 26,387 | |
Expected return on assets | (12,345) | (12,120) | (36,945) | (36,729) | |
Amortization of prior service cost | (204) | (613) | |||
Recognized net actuarial loss | 1,928 | 1,943 | 5,786 | 5,923 | |
Net periodic pension expense | $ 1,182 | $ 2,596 | $ 3,661 | $ 7,981 |
Retirement Benefits (Details 2)
Retirement Benefits (Details 2) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Plan trust | Purchase of investment under prohibited transaction exemption | Defined Benefit U.S. Pension Plan | Limited Partnerships | |
Investments | |
Related Party Transaction, Purchases from Related Party | $ 10 |
Financing Arrangements (Details
Financing Arrangements (Details) | May. 07, 2015USD ($) | Nov. 30, 2014USD ($) | Sep. 30, 2011USD ($) | Feb. 29, 2004USD ($) | Jun. 30, 2015USD ($)shares | Sep. 30, 2015USD ($) | Dec. 31, 2014 |
3.5% Senior Notes | |||||||
Financing Arrangements | |||||||
Debt issued | $ 500,000,000 | ||||||
Interest rate (as a percent) | 3.50% | 3.50% | 3.50% | ||||
Proceeds from issuance of notes, net of underwriting discounts | $ 491,000,000 | ||||||
3.5% Senior Notes | Change of control triggering event | |||||||
Financing Arrangements | |||||||
Redemption price at which debt may be redeemed (as a percent) | 101.00% | ||||||
3.375% Senior Notes | |||||||
Financing Arrangements | |||||||
Debt issued | $ 500,000,000 | ||||||
Interest rate (as a percent) | 3.375% | 3.375% | 3.375% | ||||
Proceeds from issuance of notes, net of underwriting discounts | $ 492,000,000 | ||||||
3.375% Senior Notes | Change of control triggering event | |||||||
Financing Arrangements | |||||||
Redemption price at which debt may be redeemed (as a percent) | 101.00% | ||||||
3.375% Senior Notes | Minimum | |||||||
Financing Arrangements | |||||||
Redemption price at which debt may be redeemed (as a percent) | 100.00% | ||||||
1.5% Convertible Senior Notes due February 15, 2024 | |||||||
Financing Arrangements | |||||||
Debt issued | $ 330,000,000 | ||||||
Interest rate (as a percent) | 1.50% | 1.50% | |||||
Proceeds from issuance of notes, net of underwriting discounts | $ 323,000,000 | ||||||
Debt conversion, amount of original debt | $ 8,000,000 | ||||||
Debt conversions (in shares) | shares | 167,674 | ||||||
Conversion ratio per $1,000 principal amount of Notes | 0.0370997 | ||||||
Remaining outstanding debt redeemed | $ 10,000,000 | ||||||
Redemption price (as a percent) | 100.00% | ||||||
Lines of credit | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | $ 5,700,000,000 | ||||||
Committed lines of credit | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | 3,500,000,000 | ||||||
Committed lines of credit | May 2014 Revolving Loan and Letter of Credit Facility Agreement, due May 2019 | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | 1,700,000,000 | ||||||
Maximum borrowing capacity additional amount, subject to certain conditions | $ 500,000,000 | ||||||
Committed lines of credit | May 2014 Revolving Loan and Letter of Credit Facility Agreement, due May 2019 | Maximum | |||||||
Financing Arrangements | |||||||
Ratio of consolidated debt to tangible net worth | 1 | ||||||
Committed lines of credit | May 2014 Revolving Loan and Letter of Credit Facility Agreement, due May 2019 | Maximum | Subsidiaries | |||||||
Financing Arrangements | |||||||
Aggregate amount of debt | $ 750,000,000 | ||||||
Committed lines of credit | November 2012 Revolving Loan and Letter of Credit Facility Agreement, as amended, due May 2019 | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | 1,800,000,000 | ||||||
Maximum borrowing capacity additional amount, subject to certain conditions | $ 500,000,000 | ||||||
Committed lines of credit | November 2012 Revolving Loan and Letter of Credit Facility Agreement, as amended, due May 2019 | Maximum | |||||||
Financing Arrangements | |||||||
Ratio of consolidated debt to tangible net worth | 1 | ||||||
Committed lines of credit | November 2012 Revolving Loan and Letter of Credit Facility Agreement, as amended, due May 2019 | Maximum | Subsidiaries | |||||||
Financing Arrangements | |||||||
Aggregate amount of debt | $ 750,000,000 | ||||||
Committed lines of credit | Revolving advances | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | $ 1,750,000,000 | ||||||
Prior to September 15, 2024 | 3.5% Senior Notes | Minimum | |||||||
Financing Arrangements | |||||||
Redemption price at which debt may be redeemed (as a percent) | 100.00% | ||||||
On or after September 15, 2024 | 3.5% Senior Notes | |||||||
Financing Arrangements | |||||||
Redemption price at which debt may be redeemed (as a percent) | 100.00% |
Financing Arrangements (Detai46
Financing Arrangements (Details 2) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Lines of credit | ||
Short-term credit facility | ||
Outstanding borrowings under short-term facility | $ 0 | $ 10 |
Stock-Based Plans (Details)
Stock-Based Plans (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Restricted stock units and restricted shares | Executives and directors | ||
Stock Plans | ||
Granted (in shares) | 556,323 | 370,014 |
Granted, weighted average grant date fair value (in dollars per share) | $ 58.85 | $ 79.06 |
Restricted stock units | Executives | ||
Stock Plans | ||
Vesting period | 3 years | 3 years |
Stock Options | Executives | ||
Stock Plans | ||
Options awarded (in shares) | 963,288 | 684,486 |
Options awarded, weighted average exercise price (in dollars per share) | $ 59.05 | $ 79.19 |
Vesting period | 3 years | 3 years |
Term of stock-based award | 10 years | 10 years |
Performance-based VDI units | Executives | ||
Stock Plans | ||
Granted (in shares) | 430,970 | 315,551 |
Granted, weighted average grant date fair value (in dollars per share) | $ 59.05 | $ 79.19 |
Vesting period | 3 years | 3 years |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Noncontrolling Interests. | ||||
Net earnings attributable to noncontrolling interests | $ 10,453 | $ 45,388 | $ 44,215 | $ 121,814 |
Distributions paid to noncontrolling interests | 44,577 | 75,510 | ||
Capital contributions by noncontrolling interests | $ 3,628 | $ 2,210 |
Contingencies and Commitments (
Contingencies and Commitments (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2015USD ($) | |
St. Joe Minerals Corporation and The Doe Run Company | St. Joe Minerals Corporation and The Doe Run Company litigation matters since December 2010 | Discontinued operations sold | |
Litigation and dispute resolution | |
Payment pursuant to settlement agreement | $ 306 |
Contingencies and Commitments50
Contingencies and Commitments (Details 2) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Contract work in progress | ||
Recognized claims against clients | ||
Contracts receivable, claims and uncertain amounts | $ 25 | $ 21 |
Contingencies and Commitments51
Contingencies and Commitments (Details 3) $ in Millions | 1 Months Ended |
Aug. 31, 2015USD ($)company | |
COOEC Fluor Heavy Industries Co., Ltd. | |
Commitments | |
Ownership interest in joint venture (as a percent) | 49.00% |
COOEC Fluor Heavy Industries Co., Ltd. | Future funding commitment | |
Commitments | |
Initial cash investment in 2015 | $ 350 |
Additional investment targeted for the third quarter of 2016 | $ 140 |
Offshore Oil Engineering Co., Ltd. | COOEC Fluor Heavy Industries Co., Ltd. | |
Commitments | |
Ownership interest in joint venture (as a percent) | 51.00% |
COOEC Fluor Heavy Industries Co., Ltd. | |
Commitments | |
Number of parties to joint venture | company | 2 |
Guarantees (Details)
Guarantees (Details) $ in Billions | Sep. 30, 2015USD ($) |
Performance Guarantee | |
Guarantees | |
Estimated performance guarantees outstanding | $ 20.5 |
Partnerships and Joint Ventur53
Partnerships and Joint Ventures (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Partnership | Majority | ||
Variable interest entity information | ||
Entity's interest in joint venture (as a percent) | 50.00% | |
Joint ventures | Majority | ||
Variable interest entity information | ||
Entity's interest in joint venture (as a percent) | 50.00% | |
Unconsolidated variable interest entities | ||
Variable interest entity information | ||
Net carrying value of the unconsolidated VIEs | $ 203 | $ 107 |
Unconsolidated variable interest entities | Future funding commitment | ||
Variable interest entity information | ||
Future funding amount | 15 | |
Unconsolidated variable interest entities | Accounts and notes receivable, net | ||
Variable interest entity information | ||
Receivables | 121 | 113 |
Consolidated variable interest entities | ||
Variable interest entity information | ||
Carrying value of assets | 846 | 891 |
Carrying value of liabilities | $ 412 | $ 442 |
Operating Information by Segm54
Operating Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating information by segment | ||||
Revenue | $ 4,384,612 | $ 5,440,081 | $ 13,743,367 | $ 16,076,381 |
Oil and Gas Segment | ||||
Operating information by segment | ||||
Revenue | 2,407,300 | 3,263,500 | 7,630,100 | 8,903,600 |
Industrial and Infrastructure Segment | ||||
Operating information by segment | ||||
Revenue | 927,500 | 1,184,600 | 3,087,800 | 4,248,400 |
Government Segment | ||||
Operating information by segment | ||||
Revenue | 660,700 | 615,100 | 1,909,800 | 1,806,900 |
Global Services Segment | ||||
Operating information by segment | ||||
Revenue | 120,200 | 140,000 | 375,300 | 425,700 |
Power Segment | ||||
Operating information by segment | ||||
Revenue | 268,900 | 236,900 | 740,400 | 691,800 |
Intercompany | Global Services Segment | ||||
Operating information by segment | ||||
Revenue | 107,000 | 131,000 | 331,000 | 406,000 |
Reportable segments | ||||
Operating information by segment | ||||
Profit (Loss) | 240,300 | 334,700 | 798,000 | 915,900 |
Reportable segments | Oil and Gas Segment | ||||
Operating information by segment | ||||
Profit (Loss) | 189,800 | 178,300 | 575,400 | 484,500 |
Reportable segments | Industrial and Infrastructure Segment | ||||
Operating information by segment | ||||
Profit (Loss) | 45,100 | 100,600 | 174,500 | 293,400 |
Reportable segments | Government Segment | ||||
Operating information by segment | ||||
Profit (Loss) | 30,000 | 29,600 | 62,000 | 56,000 |
Reportable segments | Global Services Segment | ||||
Operating information by segment | ||||
Profit (Loss) | 9,500 | 20,500 | 38,900 | 62,800 |
Reportable segments | Power Segment | ||||
Operating information by segment | ||||
Profit (Loss) | (34,100) | 5,700 | (52,800) | 19,200 |
Reportable segments | Power Segment | Nu Scale Power | ||||
Additional operating information by segment | ||||
Expenses | 29,000 | 17,000 | 65,000 | 33,000 |
Reportable segments | Power Segment | Nu Scale Power | Cost-sharing agreement, research and development activities | U.S. Department of Energy | ||||
Additional operating information by segment | ||||
Qualified expenses reimbursed | $ 13,000 | $ 6,000 | $ 44,000 | $ 23,000 |
Operating Information by Segm55
Operating Information by Segment (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reconciliation of total segment profit to earnings from continuing operations before taxes | ||||
Gain related to a partial sale of a subsidiary | $ 68,162 | $ 68,162 | ||
Corporate general and administrative expense | (35,165) | $ (35,131) | (124,060) | $ (129,615) |
Interest income (expense), net | (5,600) | (1,600) | (20,400) | (8,000) |
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | 278,210 | 343,384 | 765,937 | 900,141 |
Reportable segments | ||||
Reconciliation of total segment profit to earnings from continuing operations before taxes | ||||
Segment profit | 240,300 | 334,700 | 798,000 | 915,900 |
Reconciling item | Noncontrolling interests | ||||
Reconciliation of total segment profit to earnings from continuing operations before taxes | ||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | $ 10,500 | $ 45,400 | $ 44,200 | $ 121,800 |
Operating Information by Segm56
Operating Information by Segment (Details 3) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Operations by Business Segment and Geographical Area | ||
Total assets | $ 7,599,361 | $ 8,194,429 |
Reportable segments | Oil and Gas Segment | ||
Operations by Business Segment and Geographical Area | ||
Total assets | 1,585,600 | 1,745,300 |
Reportable segments | Industrial and Infrastructure Segment | ||
Operations by Business Segment and Geographical Area | ||
Total assets | 779,400 | 848,200 |
Reportable segments | Government Segment | ||
Operations by Business Segment and Geographical Area | ||
Total assets | 491,500 | 540,100 |
Reportable segments | Global Services Segment | ||
Operations by Business Segment and Geographical Area | ||
Total assets | 711,600 | 781,900 |
Reportable segments | Power Segment | ||
Operations by Business Segment and Geographical Area | ||
Total assets | $ 228,600 | $ 178,600 |
Partial Sale of a Subsidiary57
Partial Sale of a Subsidiary - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Sale of ownership interest | |||
Cash purchase price | $ 45,566 | ||
Pre-tax non-operating gain on the partial sale of subsidiary | $ 68,162 | $ 68,162 | |
Fluor S.A. | |||
Sale of ownership interest | |||
Ownership interest sold (as a percent) | 50.00% | ||
Cash purchase price | $ 46,000 | ||
Pre-tax non-operating gain on the partial sale of subsidiary | $ 68,000 | ||
Retained noncontrolling interest (as a percent) | 50.00% |