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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________to______________
Commission File Number: 1-7775
FLUOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-0740960
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3353 Michelson Drive, Irvine, CA 92698
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(Address of principal executive offices)
(949) 975-2000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
As of May 31, 1998 there were 77,796,756 shares of common stock outstanding.
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FLUOR CORPORATION
FORM 10-Q
APRIL 30, 1998
TABLE OF CONTENTS PAGE
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PART I: FINANCIAL INFORMATION
Condensed Consolidated Statement of Operations for the Three Months
Ended April 30, 1998 and 1997........................................... 2
Condensed Consolidated Statement of Operations for the Six Months
Ended April 30, 1998 and 1997........................................... 3
Condensed Consolidated Balance Sheet at April 30, 1998 and
October 31, 1997......................................................... 4
Condensed Consolidated Statement of Cash Flows for the Six
Months Ended April 30, 1998 and 1997.................................... 6
Notes to Condensed Consolidated Financial Statements..................... 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 9
Changes in Backlog....................................................... 15
PART II: OTHER INFORMATION...................................................... 16
SIGNATURES...................................................................... 18
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PART I: FINANCIAL INFORMATION
FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended April 30, 1998 and 1997
UNAUDITED
In thousands, except per share amounts 1998 1997
- -----------------------------------------------------------------------------------------
REVENUES $ 3,282,079 $ 3,185,833
COSTS AND EXPENSES
Cost of revenues 3,184,891 3,259,669
Corporate administrative and general expense 10,115 3,197
Interest expense 9,327 6,982
Interest income (5,904) (5,608)
----------- -----------
Total Costs and Expenses 3,198,429 3,264,240
----------- -----------
EARNINGS (LOSS) BEFORE INCOME TAXES 83,650 (78,407)
INCOME TAX EXPENSE (BENEFIT) 29,361 (8,273)
----------- -----------
NET EARNINGS (LOSS) $ 54,289 $ (70,134)
=========== ===========
EARNINGS (LOSS) PER SHARE
BASIC $ .67 $ (.84)
=========== ===========
DILUTED $ .67 $ (.84)
=========== ===========
DIVIDENDS PER COMMON SHARE $ .20 $ .19
=========== ===========
SHARES USED TO CALCULATE
BASIC EARNINGS (LOSS) PER SHARE 80,506 83,197
=========== ===========
DILUTED EARNINGS (LOSS) PER SHARE 80,865 83,197
=========== ===========
See Accompanying Notes.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Six Months Ended April 30, 1998 and 1997
UNAUDITED
In thousands, except per share amounts 1998 1997
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REVENUES $ 6,681,098 $ 6,619,894
COSTS AND EXPENSES
Cost of revenues 6,494,170 6,586,956
Corporate administrative and general expense 10,563 14,067
Interest expense 18,749 12,524
Interest income (10,492) (10,871)
----------- -----------
Total Costs and Expenses 6,512,990 6,602,676
----------- -----------
EARNINGS BEFORE INCOME TAXES 168,108 17,218
INCOME TAX EXPENSE 59,006 25,317
----------- -----------
NET EARNINGS (LOSS) $ 109,102 $ (8,099)
=========== ===========
EARNINGS (LOSS) PER SHARE
BASIC $ 1.33 $ (.10)
=========== ===========
DILUTED $ 1.33 $ (.10)
=========== ===========
DIVIDENDS PER COMMON SHARE $ .40 $ .38
=========== ===========
SHARES USED TO CALCULATE
BASIC EARNINGS (LOSS) PER SHARE 81,541 83,126
=========== ===========
DILUTED EARNINGS (LOSS) PER SHARE 81,751 83,126
=========== ===========
See Accompanying Notes.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
April 30, 1998 and October 31, 1997
UNAUDITED
April 30, October 31,
In thousands 1998 1997*
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ASSETS
Current Assets
Cash and cash equivalents $ 319,491 $ 299,324
Marketable securities -- 10,089
Accounts and notes receivable 956,139 930,104
Contract work in progress 564,819 691,395
Deferred taxes 90,297 58,039
Inventory and other current assets 252,041 236,935
---------- ----------
Total current assets 2,182,787 2,225,886
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Property, Plant and Equipment (net of accumulated
depreciation, depletion and amortization of
$1,088,916 and $1,001,315, respectively) 1,985,196 1,938,790
Investments and goodwill, net 280,241 254,948
Other 310,126 278,216
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$4,758,350 $4,697,840
========== ==========
(continued on next page)
* Amounts at October 31, 1997 have been derived from audited financial
statements.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
April 30, 1998 and October 31, 1997
UNAUDITED
April 30, October 31,
$ in thousands 1998 1997*
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts and notes payable $ 908,636 $ 858,187
Commercial paper and loan notes 149,763 81,886
Advance billings on contracts 537,561 525,518
Accrued salaries, wages and benefit plans 330,784 303,490
Other accrued liabilities 248,078 221,487
Current portion of long-term debt 181 116
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Total current liabilities 2,175,003 1,990,684
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Long term debt due after one year 300,565 300,508
Deferred taxes 74,712 66,739
Other noncurrent liabilities 612,804 598,859
Commitments and Contingencies
Shareholders' Equity
Capital stock
Preferred - authorized 20,000,000
shares without par value; none issued
Common - authorized 150,000,000
shares of $.625 par value; issued and
outstanding - 78,955,954 shares and
83,748,111 shares, respectively 49,347 52,343
Additional capital 351,277 569,356
Retained earnings 1,236,214 1,159,996
Unamortized executive stock plan expense (26,949) (33,441)
Cumulative translation adjustments (14,623) (7,204)
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Total shareholders' equity 1,595,266 1,741,050
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$ 4,758,350 $ 4,697,840
=========== ===========
See Accompanying Notes.
* Amounts at October 31, 1997 have been derived from audited financial
statements.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended April 30, 1998 and 1997
UNAUDITED
$ in thousands 1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) $ 109,102 $ (8,099)
Adjustments to reconcile net earnings to cash
provided by operating activities:
Depreciation, depletion and amortization 139,179 117,643
Deferred taxes (19,044) 17,117
Provisions for impairment/abandonment of joint
ventures and investments -- 16,667
Change in operating assets and liabilities,
excluding effects of businesses acquired 199,330 (63,206)
Other, net (31,158) (32,546)
--------- ---------
Cash provided by operating activities 397,409 47,576
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (241,025) (257,656)
E & C businesses acquired -- (32,989)
Proceeds from sales/maturities of marketable securities 10,089 30,319
Proceeds from sale of property, plant and equipment 53,884 15,598
Investments, net (3,779) (7,903)
Contribution to deferred compensation trust -- (22,593)
Other, net (8,890) 7,578
--------- ---------
Cash utilized by investing activities (189,721) (267,646)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt -- 300,098
Increase (decrease) in short-term borrowings 67,030 (61,591)
Cash dividends paid (32,884) (31,895)
Stock options exercised 8,744 14,628
Purchases of common stock (227,941) (15,433)
Other, net (2,470) 1,295
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Cash (utilized by) provided by financing activities (187,521) 207,102
--------- ---------
Increase (decrease) in cash and cash equivalents 20,167 (12,968)
Cash and cash equivalents at beginning of period 299,324 246,964
--------- ---------
Cash and cash equivalents at end of period $ 319,491 $ 233,996
========= =========
See Accompanying Notes.
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FLUOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1) The condensed consolidated financial statements do not include footnotes
and certain financial information normally presented annually under
generally accepted accounting principles and, therefore, should be read
in conjunction with the Company's October 31, 1997 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 six months ended April 30, 1998 are not
necessarily 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 (consisting of normal
recurring accruals) which, in the opinion of the Company, are necessary
to present fairly its consolidated financial position at April 30, 1998
and its consolidated results of operations and cash flows for the three
and six months ended April 30, 1998 and 1997. As more fully described in
Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A"), the Company recorded provisions totaling $118.2
million during the second quarter of 1997. These included provisions for
estimated losses on certain contracts and adjustments to project-related
investments and accounts receivable.
Certain 1997 amounts have been reclassified to conform with the 1998
presentation.
(2) Inventories comprise the following:
April 30, October 31,
$ in thousands 1998 1997
-----------------------------------------------------------------------
Coal $ 41,811 $ 54,419
Equipment for sale/rental 93,627 74,574
Supplies and other 46,433 46,455
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$181,871 $175,448
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FLUOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
UNAUDITED
(3) Effective November 1, 1997, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" which
specifies the method of computation, presentation and disclosure
for earnings per share ("EPS"). The new standard requires
presentation of two EPS amounts, basic and diluted. Basic EPS is
calculated by dividing net earnings by the weighted average number
of common shares outstanding for the period. Diluted EPS is
calculated by dividing net earnings by the weighted average number
of common shares and common share equivalents outstanding for the
period. Currently, the Company's common share equivalents consist
solely of stock options. EPS amounts for prior periods have been
adjusted to conform with the provisions of the new standard.
(4) Cash paid for interest was $19.4 million and $2.8 million for the
six month periods ended April 30, 1998 and 1997, respectively.
Income tax payments, net of receipts, were $33.5 million and $54.3
million during the six month periods ended April 30, 1998 and 1997,
respectively.
(5) During the three month period ended April 30, 1997, the Company
recorded a $19.9 million charge related to the implementation of
certain cost reduction initiatives. The charge provided for
personnel and facility related costs. See MD&A for further
discussion.
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FLUOR CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is provided to increase understanding of,
and should be read in conjunction with, the condensed consolidated financial
statements and accompanying notes and the Company's October 31, 1997 annual
report on Form 10-K.
FORWARD-LOOKING INFORMATION
Any of the comments in this Form 10-Q that refer to the Company's estimated or
future results, including its statements concerning operating margins for the
third and fourth quarters of fiscal year 1998 and collectibility of a receivable
on a project in Indonesia, are forward-looking and reflect the Company's current
analysis of existing trends and information. Actual results may differ
materially from current expectations or projections based on a number of factors
affecting the Company's businesses. These factors include, but are not limited
to, cost overruns on fixed, maximum or unit-priced contracts, contract
performance risk, the uncertain timing of awards and revenues under contracts,
project financing risk, credit risk, risks associated with government funding,
permitting and approval of contracts, market conditions impacting realization of
investments, market conditions in the domestic and international coal market,
relatively mild weather conditions which may lower demand for steam coal and the
state of the economic and political conditions worldwide. These forward-looking
statements represent the Company's judgment only as of the date of this Form
10-Q. As a result, the reader is cautioned not to rely on these forward-looking
statements. The Company disclaims any intent or obligation to update these
forward-looking statements.
Additional information concerning these and other factors can be found in press
releases as well as the Company's public periodic filings with the Securities
and Exchange Commission, including the discussion under the heading "Certain
Factors and Trends Affecting Fluor and Its Businesses--Forward-Looking
Statements" in the Company's Form 8-K filed May 6, 1997, which is hereby
incorporated by reference and attached hereto as Exhibit 99.1.
RESULTS OF OPERATIONS
Revenues increased slightly for the three and six month periods ended April 30,
1998 compared with the same periods of 1997. For the three and six month periods
ended April 30, 1998, the Company reported net earnings of $54.3 million and
$109.1 million, respectively, compared with net losses of $70.1 million and $8.1
million, respectively, for the comparable periods in 1997. Results for the three
and six month periods in 1997 were adversely impacted by operating losses
reported by the Company's Engineering and Construction segment of $110.3 million
and $36.3 million, respectively.
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ENGINEERING AND CONSTRUCTION
The Engineering and Construction segment revenues and operating profit for the
three and six month periods ended April 30, 1998 and 1997 are as follows:
Three months ended Six months ended
April 30, April 30,
-------------------------- ---------------------------
1998 1997 1998 1997
-------------------------- ---------------------------
($ in thousands)
Revenues $3,014,378 $2,917,306 $6,120,853 $6,101,627
Operating profit $ 57,867 $ (110,278) $ 111,254 $ (36,307)
The operating margin for the three month period ended April 30, 1998 improved
over that reported for the three month period ended January 31, 1998, reflecting
increased market selectivity, improved project execution and continued cost
management. Although the Company anticipates that operating margins for the
third and fourth quarters of 1998 will remain at second quarter levels or up
slightly, they are anticipated to be below those reported for the comparable
periods in 1997. The margins reflect a lower content of work performed on
larger, more complex projects which generally carry higher margins. As discussed
below, results for the three and six month periods ended April 30, 1997 were
significantly affected by several items.
Provisions of $91.4 million for estimated losses on certain contracts were
recognized in the second quarter of 1997. Approximately 75 percent of the
contract provisions pertained to cost overruns on one fixed price project for
the construction of a power plant located outside the United States. During the
second quarter of 1997, the Company experienced additional difficulties on this
project including significant ongoing design changes, long delays in approval of
drawings and vendors and resulting low productivity in the field. By the end of
the second quarter, these difficulties were substantially resolved as to the
first phase of the project and rendered more predictable as to the second phase
of the project. Accordingly, in the second quarter the Company recorded a
provision to recognize the estimated total amount of the loss under the
contract. No additional provision related to this project has been recorded
subsequent to the second quarter of 1997. Also included in the second quarter
provisions were certain other projects identified to be loss contracts. None of
these provisions individually exceeded $5 million. No material additional
provisions related to these projects have been recorded subsequent to the second
quarter of 1997.
Additionally, during the second quarter of 1997, the Company recorded $26.8
million in provisions for the impairment, abandonment or sale of certain
project-related investments and joint ventures, and doubtful accounts
receivable, none of which individually exceeded $5 million. These included the
anticipated sale of the Company's interest in a joint venture within the pulp
and paper industry, a write down of an equity investment obtained in exchange
for services rendered to an environmental technology company and certain other
project joint ventures where it was determined in the second quarter that the
Company's investment was not expected to be realized due to poor market
conditions or cancellation of the project concerned.
Results for the three months ended April 30, 1997 also included a charge of
$19.9 million related to implementation of certain cost reduction initiatives.
These charges consisted of personnel-
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related costs and lease costs for excess facilities. As of April 30, 1998, the
majority of these costs have been incurred.
Results for the six months ended April 30, 1997 include first quarter
contract-related provisions totaling $21.0 million for cost overruns on two
fixed price power projects, including the power project located outside the
United States. The loss in the first quarter on this project reflected
additional costs then identified to be incurred on the first phase of the
project arising primarily from bad weather, lack of timely site access,
unexpected design changes and low labor productivity. The loss on the other
project, which is located in the United States, was due primarily to start-up
problems, craft employee turnover and operation of the plant control system. The
Company also recognized in the first quarter a credit totaling $25.0 million
related to certain actuarially determined insurance accruals. The insurance
accrual adjustment was due primarily to improvement in loss experience resulting
from the Company's safety program, resulting in an excess accrual position.
New awards for the three and six months ended April 30, 1998 were $2.8 billion
and $5.4 billion, respectively, compared with $3.2 billion and $6.8 billion for
the same periods of 1997. Approximately one-half of the new awards for both the
three and six months ended April 30, 1998 were for projects located outside of
the United States. New awards in the second quarter of 1998 consisted of several
mid-sized projects primarily in the Industrial Group, none of which individually
exceeded $350 million in value. The uncertain timing of prospects for new
awards, some of which are large, can create variability in the Company's awards
pattern. Consequently, future award trends are difficult to predict with
certainty.
The following table sets forth backlog for each of the Company's Engineering and
Construction business groups:
April 30, October 31, April 30,
$ in millions 1998 1997 1997
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Process $ 6,129 $ 6,384 $ 6,812
Industrial 5,174 5,178 5,706
Power/Government 1,757 2,092 2,949
Diversified Services 854 716 670
-------- -------- --------
Total backlog $ 13,914 $ 14,370 $ 16,137
======== ======== ========
U.S. $ 5,892 $ 5,665 $ 6,400
Outside U.S. 8,022 8,705 9,737
-------- -------- --------
Total backlog $ 13,914 $ 14,370 $ 16,137
======== ======== ========
The composition of backlog by business group has remained relatively unchanged
since year end. Total backlog has decreased as work performed on existing
projects exceeded new awards, reflecting the Company's increased market
selectivity, the timing of release of work by clients, and
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global market conditions. Although backlog reflects business which is considered
to be firm, cancellations or scope adjustments may occur. Backlog is adjusted to
reflect any known project cancellations, deferrals, and revised project scope
and cost, both upward and downward.
At April 30, 1998, approximately 22 percent of the Company's backlog is in the
Asia Pacific region, including $1.1 billion in Australia. Due to the nature of
the projects the Company pursues and those included in backlog, the Company has
not experienced any significant disruption in ongoing project execution related
to the turmoil in the Asian financial markets. The recent turmoil in Indonesia
caused a temporary disruption in work progress at several project sites. These
projects are now essentially back to normal operations. Payments owed the
Company related to one project have been temporarily delayed. However, the
Company believes that all amounts due will ultimately be collected.
COAL
Coal segment revenues and operating profit for the three and six month periods
ended April 30, 1998 and 1997 are as follows:
Three months ended Six months ended
April 30, April 30,
------------------------------- -------------------------------
1998 1997 1998 1997
--------------- --------------- --------------- ---------------
($ in thousands)
Revenues $267,701 $268,257 $560,245 $518,267
Operating profit $ 40,298 $ 36,575 $ 76,989 $ 69,144
Although revenues were unchanged in comparing the second quarter 1998 versus the
second quarter 1997, a decrease in steam coal sales of $17 million was largely
offset by an increase in metallurgical coal sales. The increase in revenues for
the six month period ended April 30, 1998 as compared to the same period in 1997
reflects an increase in metallurgical coal sales of nearly $53 million offset by
reduced steam coal sales of $12 million. The increase in metallurgical coal
sales is due primarily to increased volume resulting from higher demand by steel
producers. Steam coal market prices continue to decline as overall demand is
down due to recent mild weather conditions which has also resulted in lower
steam coal sales volume. Gross profit and operating profit increased for the
three and six months ended April 30, 1998 compared with the same periods in 1997
due primarily to reduced production costs and an increased proportion of higher
margin metallurgical coal sales, offset somewhat by lower steam coal sales
volume and prices.
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OTHER
Interest expense for the three and six months ended April 30, 1998 increased
compared with the same periods of 1997 due primarily to $300 million in new
long-term debt issued in March 1997.
Corporate administrative and general expense during the three months ended April
30, 1998 was higher compared with the same period in 1997 due primarily to the
vesting of certain stock-based compensation awards. Corporate administrative and
general expense for the six month period ended April 30, 1998 was lower than the
comparable period in 1997 due primarily to a first quarter 1998 credit of
approximately $10 million related to a long-term incentive compensation plan,
partially offset by the increase in stock-based compensation expense noted
above. The Company accrues for certain long-term incentive awards whose ultimate
cost is dependent on attainment of various performance targets set by the
Organization and Compensation Committee (the "Committee") of the Board of
Directors. Under the long-term incentive compensation plan referred to above,
the performance targets expired, without amendment or extension by the
Committee, on December 31, 1997.
FINANCIAL POSITION AND LIQUIDITY
At April 30, 1998, the Company had cash and cash equivalents of $319.5 million
and a long-term debt to total capital ratio of 15.9 percent. At April 30, 1997,
the Company had cash and cash equivalents (including marketable securities) of
$273.1 million and a long-term debt to total capital ratio of 15.5 percent.
The Company expects to have adequate resources available from operating cash
flows, cash and short-term investments, revolving credit and other banking
facilities, capital market sources and commercial paper to provide for its
capital needs for the foreseeable future. The Company recently expanded both its
revolving credit facility and its commercial paper program from $250 million to
$400 million.
Operating activities generated $397.4 million in cash during the six month
period ended April 30, 1998, compared with $47.6 million during the same period
in 1997. The increase in cash generated from operating activities is due
primarily to increased cash flow from projects which is affected from period to
period by the mix, stage of completion, and commercial terms of engineering and
construction projects. Cash was also positively impacted by the receipt of a $30
million tax refund on January 30, 1998.
On March 9, 1998, the Company announced that it intends to pursue options to
either divest or restructure its equipment sales and rental unit, American
Equipment Company. If market conditions warrant, the Company intends to use the
after-tax proceeds from any such transaction to fund its ongoing share
repurchase program. During the first six months of 1998, the Company purchased
4,995,400 shares of its common stock for a total of $228 million. Most of these
shares were purchased in anticipation of the receipt of proceeds from a sale.
Funding for the repurchases has come from strong operating cash flow and
short-term borrowings during the first six months of 1998.
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For the six months ended April 30, 1998, capital expenditures were $241 million,
including $108 million related to Massey Coal. Dividends paid in the six months
ended April 30, 1998 were $32.9 million ($.40 per share) compared with $31.9
million ($.38 per share) for the same period of 1997.
FINANCIAL INSTRUMENTS
The Company's utilization of derivative financial instruments is substantially
limited to the use of forward exchange contracts to hedge currency transactions
entered into in the ordinary course of business and not to engage in currency
speculation. At April 30, 1998 and October 31, 1997, the Company had forward
currency exchange contracts of less than eighteen months duration, to exchange
principally Japanese yen, Canadian dollars, Australian dollars, French francs,
Belgian francs and Dutch guilders for U.S. dollars. In addition, the Company has
a forward currency contract to exchange U.S. dollars for British pounds sterling
to hedge annual lease commitments which expire in 1999. The total gross notional
amount of these contracts at April 30, 1998 and October 31, 1997 was $175
million and $78 million, respectively. Forward contracts to purchase foreign
currency represented $164 million and $74 million and forward contracts to sell
foreign currency represented $11 million and $4 million, at April 30, 1998 and
October 31, 1997, respectively.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131). SFAS No. 131 establishes new
standards for reporting information about operating segments in interim and
annual financial statements. This statement is effective for the Company's
fiscal year 1999.
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FLUOR CORPORATION
CHANGES IN BACKLOG
Three and Six Months Ended April 30, 1998 and 1997
UNAUDITED
For the Three Months Ended April 30, 1998 1997
- -----------------------------------------------------------------------
Backlog - beginning of period $ 14,018.1 $ 15,976.5
New awards 2,776.6 3,183.8
Adjustments and cancellations, net (73.3) (295.7)
Work Performed (2,807.4) (2,728.1)
----------- -----------
Backlog - end of period $ 13,914.0 $ 16,136.5
=========== ===========
For the Six Months Ended April 30, 1998 1997
- -----------------------------------------------------------------------
Backlog - beginning of period $ 14,370.0 $ 15,757.4
New awards 5,378.7 6,774.4
Adjustments and cancellations, net (70.8) (538.9)
Work Performed (5,763.9) (5,856.4)
----------- -----------
Backlog - end of period $ 13,914.0 $ 16,136.5
=========== ===========
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PART II : OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) Date of Meeting. The annual meeting of stockholders of Fluor
Corporation was held on March 10, 1998 at the Sutton Place
Hotel, Newport Beach, California.
(b) Election of Directors - Voting Results
Directors elected -
Carroll A. Campbell, Jr.
68,583,639 FOR
896,725 VOTED TO WITHHOLD AUTHORITY
Robin Renwick
68,614,232 FOR
866,132 VOTED TO WITHHOLD AUTHORITY
Martha R. Seger
68,615,949 FOR
864,415 VOTED TO WITHHOLD AUTHORITY
James C. Stein
68,487,249 FOR
993,115 VOTED TO WITHHOLD AUTHORITY
Other directors continuing in office -
Don L. Blankenship
Peter J. Fluor
David P. Gardner
Thomas L. Gossage
Bobby R. Inman
Vilma S. Martinez
Dean R. O'Hare
James O. Rollans
(c) Matters Voted Upon. Ratification of the appointment of Ernst &
Young LLP as independent auditors for 1998:
68,923,853 FOR
359,244 AGAINST
197,267 ABSTAIN
-0- BROKER NON-VOTE
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Approval of Shareholder Proposal Relating to Tabulation of
Votes:
11,684,937 FOR
44,150,806 AGAINST
1,755,955 ABSTAIN
11,888,666 BROKER NON-VOTE
(d) Terms of settlement between registrant and any other
participant. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10.1 1997 Fluor Stock Appreciation Rights Plan.
27.1 Financial Data Schedule as of and for the six months ended April 30, 1998.
27.2 Restated Financial Data Schedule for the interim periods and year
ended October 31, 1997.
27.3 Restated Financial Data Schedule for the interim periods and year
ended October 31, 1996.
27.4 Restated Financial Data Schedule for the year ended October 31, 1995.
99.1 Current Report on Form 8-K filed May 6, 1997.
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FLUOR CORPORATION
(Registrant)
Date: June 15, 1998 /s/ J. Michal Conaway
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J. Michal Conaway, Senior Vice President
and Chief Financial Officer
/s/ V. L. Prechtl
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V. L. Prechtl, Vice President and
Controller
18
20
EXHIBIT INDEX
10.1 1997 Fluor Stock Appreciation Rights Plan.
27.1 Financial Data Schedule as of and for the six months ended April 30, 1998.
27.2 Restated Financial Data Schedule for the interim periods and year
ended October 31, 1997.
27.3 Restated Financial Data Schedule for the interim periods and year
ended October 31, 1996.
27.4 Restated Financial Data Schedule for the year ended October 31, 1995.
99.1 Current Report on Form 8-K filed May 6, 1997.