Item 1. Business.
Forward Looking Statements.
This document contains forward looking statements and information that are based on the beliefs of management as well as assumptions made by and information currently available to Peter Kiewit Sons', Inc. (“PKS,” which together with its subsidiaries in which it has or had control and variable interest entities of which it is the primary beneficiary is referred to herein as the “Company”). When used in this document, the words “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document.
General.
The Company is one of the largest construction contractors in the United States and Canada. The Company is also engaged in the coal mining business. See Note 15 of the “Notes to Consolidated Financial Statements” for revenue, operating income and total assets by segment. PKS was incorporated in Delaware in 1997, and is a successor to a Delaware corporation that was incorporated in 1941, which itself was the successor of a construction business enterprise founded in Omaha, Nebraska in 1884.
The Construction Business.
The Company performs construction services for a broad range of public and private customers primarily in the United States and Canada. New contract awards during 2006 and 2005 were distributed among the following construction markets (approximately, by percentage of the total construction contract value) and construction revenue earned during 2006 and 2005 was distributed among the following construction markets (approximately, by percentage of the total construction revenue earned):
Contract Types.
The Company performs its construction work under various types of contracts, including fixed unit or lump-sum price, guaranteed maximum price, and cost-reimbursable (cost-plus) contracts. Contracts are either competitively bid and awarded or negotiated. The Company’s public contracts generally provide for the payment of a fixed price for the work performed. Profit on a fixed-price construction contract is realized on the difference between the contract price and the actual costs of construction, and the contractor bears the risk that it may not be able to perform all the work for the specified amount. Profit on a cost-plus construction contract is realized on the amount the contractor is contractually able to bill in excess of the actual costs of construction, and the owner bears the risk that total costs may exceed the estimated amount. Credit risk is minimal with public (government) owners since funds generally have been appropriated by the governmental project owner prior to commencing work on public projects. Most public contracts are subject to termination at the election of the governmental contracting entity. In the event of termination, however, the contractor is generally entitled to receive the contract price on completed work and payment of certain termination-related costs. Credit risk with private owners is minimized because of statutory mechanics liens, which give the Company high priority in the event of lien foreclosures following financial difficulties of private owners. Construction contracts generally provide for progress payments as work is completed, with a retainage, ranging from zero to ten percent, to be paid when performance is substantially complete. In some instances, the Company is able to substitute bank letters of credit or escrowed securities in lieu of retainage. Construction contracts frequently contain penalties or liquidated damages for late completion and infrequently provide bonuses for early completion.
Government Contracts.
Public contracts accounted for approximately 63% in 2006 and 70% in 2005, respectively, of the dollar value of construction contracts awarded to the Company and 61% in 2006 and 63% in 2005, respectively, of construction revenue earned by the Company. Most of these contracts were awarded by government and quasi-government agencies under fixed price contracts after competitive bidding. During 2006 and 2005, construction revenue recognized from a single public owner represented 9% and 11%, respectively, of the Company’s total revenue.
Competition.
A contractor’s competitive position is based primarily on its prices for construction services, its ability to obtain performance bonds and its reputation for quality, timeliness, experience, and financial strength. The construction industry is highly competitive and lacks firms with dominant market power. In 2006, Engineering News Record, a construction trade publication, ranked the Company as the eighth largest United States contractor in terms of 2005 revenue. In terms of 2005 revenue, it ranked the Company as the second largest in the Domestic Heavy Contractor market and second in the Transportation market. It also ranked the Company in the top fifteen of various other construction markets and ranked it the ninth largest Contractor by New Contracts in terms of 2005 contract revenue.
Demand.
The volume and profitability of the Company’s construction work depends to a significant extent upon the general state of the economies of the United States and Canada, and the volume of work available to contractors. Fluctuating demand cycles are typical of the industry, and such cycles determine to a large extent the degree of competition for available projects. The Company’s construction operations could be adversely affected by labor stoppages or shortages, adverse weather conditions, shortages of supplies, or governmental action. The volume of available government work is affected by budgetary and political considerations. A significant decrease in the amount of new government contracts, for whatever reason, would have a material adverse effect on the Company.
Backlog.
At the end of 2006 and 2005, the Company had construction backlog (anticipated revenue from uncompleted contracts) of approximately $6.3 billion and $5.8 billion, respectively. Of current construction backlog, approximately $2.8 billion is not expected to be completed during 2007. Additionally, the Company was low or selected bidder on $0.8 billion and $2.1 billion of jobs that had not yet been awarded at December 30, 2006 and December 31, 2005, respectively. In 2006, the Company was awarded 212 jobs with total contract prices of approximately $4.0 billion and an average price of approximately $19 million per job and in 2005, the Company was awarded 241 jobs with total contract prices of approximately $4.5 billion and an average price of approximately $19 million per job. There were 38 new projects with contract prices over $25 million, accounting for approximately 80% of the successful bid volume. The Company’s 10 largest jobs in backlog make up 40% of total backlog at December 30, 2006 and 38% as of December 31, 2005. A single owner makes up approximately 9% and 10% of total construction backlog at December 30, 2006 and December 31, 2005, respectively.
Joint Ventures.
The Company frequently enters into joint ventures to efficiently allocate expertise and resources among the venturers and to spread risks associated with particular projects. In most joint ventures, if one venturer is financially unable to bear its share of expenses, the other venturers would be required to pay those costs. The Company prefers to act as the sponsor of its joint ventures. The sponsor generally provides the project manager, the majority of venturer-provided personnel, and accounting and other administrative support services. The joint venture generally reimburses the sponsor for such personnel and services on a negotiated basis. The sponsor is generally allocated a majority of the venture’s profits and losses and usually has a controlling vote in joint venture decision-making. During 2006 and 2005, the Company derived approximately 79% and 86%, respectively, of its construction joint venture revenue from sponsored joint ventures. Joint venture revenue accounted for approximately 27% and 31% of its 2006 and 2005 total construction revenue, respectively.
Locations.
The Company has 21 principal construction operating offices located throughout North America, including its headquarters located in Omaha, Nebraska. Through its decentralized system of management, the Company has been able to quickly respond to changes in local markets. During 2006, the Company had construction projects in 36 states and 7 Canadian provinces. Financial information about geographic areas for the fiscal years ended December 30, 2006, December 31, 2005 and December 25, 2004 is included in Note 15 of the "Notes to Consolidated Financial Statements."
The Coal Mining Business.
The Company owns and operates the Calvert Mine located in Texas and the Buckskin Mine located in Wyoming. Each is a surface mining operation that produces coal used in domestic coal-fired electric generation facilities. The Company produced and sold 25 million tons of coal from these mines in 2006. The Company also manages two active surface coal mines located in the western United States.
Production and Distribution.
The Calvert Mine is located in Robertson County, Texas. Overburden removal is conducted by means of a large, earth-moving machine called a dragline. Mining operations are conducted by trucks and power shovels. The Calvert Mine produces lignite for an electrical generation facility located adjacent to the mine. The lignite is delivered to the facility by Company-owned haul trucks.
The Buckskin Mine is located in Campbell County, Wyoming. Overburden removal and mining operations are conducted by trucks and power shovels. The mined coal is processed through a loading facility and is delivered by a railroad line operated by the BNSF Railway Company.
Customers.
Three significant customers accounted for 23%, 16% and 11% of the 2006 coal mining business segment revenue, and 30%, 15% and 11% of the 2005 coal mining business segment revenue.
Long-term Coal Supply Contracts and Backlog.
The Company’s coal sales generally are made under multi-year supply contracts. At the end of 2006 and 2005, the Company had a sales backlog of approximately 122 million and 121 million tons of coal, respectively. The remaining terms on these contracts range from less than 1 year to 20 years.
Each contract has a base price, and most contain provisions to adjust the base price for changes in statutes or regulations. Certain contracts allow for price adjustments based on actual cost experience or as measured by public indices. Each contract includes coal quality and delivery volume specifications and includes penalties for failure to meet these specifications.
Competition.
The coal mining industry is highly competitive. The Company not only competes with other domestic and foreign coal suppliers, some of whom are larger, but also with alternative methods of generating electricity. Demand for the Company’s coal is affected by political, economic and regulatory factors. Sales from the Buckskin Mine occur at the loading facility and require the customer to obtain transportation to their generating plant. Transportation cost is a significant portion of the customer’s delivered cost of coal. Many western coal companies are served by two railroads allowing the customer to potentially benefit from an additional distribution channel and competition between railroads compared to the single line available at the Buckskin Mine.
Environmental Protection.
Compliance with the United States, Canadian, state, provincial and local provisions regulating the discharge of materials into the environment, land restoration or otherwise relating to the protection of the environment, has not and is not expected to have a material effect upon the capital expenditures, results of operations, or competitive position of the Company’s operations except for reclamation accruals as described in Note 12 of the consolidated financial statements.
Employees.
At the end of 2006, the Company employed approximately 14,700 people. Included in this number are approximately 7,100 employees subject to various collective bargaining agreements with labor unions. During 2006, the Company was a participant in approximately 217 collective bargaining agreements. These agreements typically expire within 1 to 3 years. The Company considers relations with its employees and labor unions to be good.
Available Information.
Financial and other information of the Company can be accessed, free of charge, at its website www.kiewit.com. The Company makes available at its website its periodic annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.
Item 1A.
Item 1A. Risk Factors.
The risks associated with the businesses of the Company include all of the risks inherent in the construction and coal mining businesses, including, but not limited to:
The risks associated with increasing competition in the businesses.
Market competition can adversely affect the results of the Company’s operations. A contractor's competitive position is based primarily on its prices for construction services, ability to obtain performance bonds, its reputation for quality, timeliness, experience and financial strength. The construction industry is highly competitive and lacks firms with dominant market power. The Company may or may not secure work by being the lowest bidder on competitive construction projects.
The coal mining industry is highly competitive. The Company not only competes with other domestic and foreign coal suppliers, some of whom are larger, but also with alternative methods of generating electricity.
The risk of attracting and retaining qualified personnel in a competitive environment.
The Company is dependent upon its ability to attract and retain highly qualified managerial, technical and business development personnel. The Company can not be certain that it will retain key managerial, technical and business development personnel or that it will be able to attract and assimilate key personnel in the future. Failure to retain or attract such personnel could adversely affect the Company’s future business operations, financial position, future results of operations and future cash flows.
The impact on the businesses of changes in national and regional economies.
The volume and profitability of the Company's construction operations depend to a significant extent upon the general state of the economies of the United States and Canada. The construction business is dependent on the volume of work available to contractors.
The cyclical nature of the businesses.
Fluctuations in demand for the Company’s construction services can adversely affect the Company’s results of operations. Fluctuating demand cycles are typical of the construction industry, and such cycles determine to a large extent the degree of competition for available projects.
The risks of cost overruns and job losses on particular projects.
Certain types of construction contracts pose greater risks than others. The Company performs its construction work under various types of contracts, including fixed unit or lump-sum price, guaranteed maximum price, and cost-reimbursable contracts. Such contracts are either competitively bid and awarded or negotiated. Public and many private construction contracts generally provide for the payment of a fixed price for the work performed. Profit on a fixed-price contract is realized on the difference between the contract price and the actual costs of construction, and the contractor bears the risk that it may not be able to perform all the work for the specified price. Construction contracts frequently contain penalties or liquidated damages for late completion.
The risks associated with increases in costs of labor, fuel or materials, labor stoppages or shortages, adverse weather conditions, shortages of supplies and government actions.
The Company’s construction operations have been and could be adversely affected by increases in costs of labor, fuel or materials, labor stoppages or shortages, adverse weather conditions, shortages of supplies or governmental action. The volume of available government construction work is affected by budgetary and political considerations. A significant decrease in the amount of new government contracts, for whatever reason, could have a material adverse effect on the Company’s results of operations.
The risk that the Company’s joint venture partners may not be able to meet their obligation.
The Company participates in various construction joint ventures. Generally, each construction joint venture is formed to accomplish a specific project, is jointly controlled by the joint venture partners and is dissolved upon completion of the project. The Company selects its joint venture partners based on its analysis of the prospective venturer’s construction and financial capabilities, expertise in the type of work to be performed and past working relationships with the Company, among other criteria. The joint venture agreements typically provide that the interests of the Company in any profits and assets, and its respective share in any losses and liabilities that may result from the performance of the contract are limited to the Company’s stated percentage interest in the project. The venture’s contract with the project owner typically requires joint and several liability, however the Company’s agreements with its joint venture partners provide that each party will assume and pay its full proportionate share of any losses resulting from a project. Under these agreements, if one partner is unable to bear its share of the costs, the other partners will be required to pay those costs. The Company regularly evaluates the financial stability of its business partners.
The costs and restraints imposed upon operations by regulatory requirements.
Changes in the United States, Canadian, state, provincial and local provisions regulating the discharge of materials into the environment, land restoration or otherwise relating to the protection of the environment, could have a material effect upon the Company’s operations.
The risk of bankruptcy of, or nonpayment by, owners.
Credit risk with private owners of construction contracts is minimized because of statutory mechanics liens, which give the Company high priority in the event of lien foreclosures following financial difficulties of private owners. Construction contracts generally provide for progress payments as work is completed, with a retainage, ranging from zero to ten percent, to be paid when performance is substantially complete. In some instances, the Company is able to substitute bank letters of credit or escrowed securities in lieu of retainage.
Public (government) construction contracts typically account for a significant portion of the combined prices of contracts awarded to the Company. Most of these contracts are awarded by government and quasi-government units under fixed price contracts after a competitive bidding process. Credit risk is minimal with public (government) owners since funds generally have been appropriated by the governmental project owner prior to commencing work on public projects. Most public contracts are subject to termination at the election of the governmental contracting entity. In the event of termination, however, the contractor is generally entitled to receive the contract price on completed work and payment of certain termination-related costs.
Unanticipated mine operating conditions and other factors that are not within the Company’s control may impact coal production levels and costs.
The Company’s mining operations are inherently subject to changing conditions that can affect levels of production and production costs for varying lengths of time. The Company is exposed to commodity price risk related to its purchase of diesel fuel and explosives. Further, the Company is subject to price and availability risks related to other significant inputs that include tires and specialized mining equipment. In addition, weather conditions, equipment replacement or repair, fires, variations in thickness of the layer, or seam, of coal, amounts of overburden, rock and other natural materials and other geological conditions, can impact the Company’s levels of production and production costs.
The Company faces numerous uncertainties in estimating its economically recoverable coal reserves.
The Company bases its reserve information on geological data assembled and analyzed by its staff, which includes various engineers and geologists, and periodically reviewed by outside firms. The reserve estimates are annually updated to reflect production of coal from the reserves and new drilling or other data received. There are numerous uncertainties inherent in estimating quantities of recoverable reserves, including many factors beyond the Company’s control. These estimates thus may not accurately reflect the Company’s actual reserves.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
The Company’s headquarters facilities are located in Omaha, Nebraska and are owned by the Company.
The Construction Business.
The Company has 20 construction district offices located in Arizona, California, Colorado, Georgia, Kansas, Massachusetts, Nebraska, New Jersey, Texas, Washington, Alberta and Quebec, 12 of which are owned and 8 of which are leased facilities. The Company also has 24 construction area offices located in Alaska, Arkansas, California, Colorado, Florida, Hawaii, Illinois, Nebraska, New Mexico, New York, Texas, Washington, Alberta, British Columbia and Ontario, 4 of which are owned and 20 of which are leased facilities. The Company owns or leases numerous shops, equipment yards, storage facilities, warehouses and construction material quarries. Since construction projects are inherently temporary and location-specific, the Company owns approximately 1,700 portable offices, shops and transport trailers. The Company has a large construction equipment fleet, including approximately 4,500 trucks, pickups and automobiles and 1,800 heavy construction vehicles, such as graders, scrapers, backhoes and cranes.
The Coal Mining Business.
The Company’s two coal mines, the Calvert Mine and the Buckskin Mine, are located in Robertson County, Texas and Campbell County, Wyoming, respectively. The Company has a significant coal mining equipment fleet, including 1 dragline, 8 shovels/excavators, 94 other heavy mining vehicles and approximately 100 trucks, pickups, automobiles and transport trailers.
The Company estimates that its total recoverable coal reserves are in excess of 548 million tons, pursuant to federal and private coal leases. The yield from the mining of these reserves is based on an estimate of volume that can be economically and legally extracted to meet current market demand. The Company’s reserve estimates are prepared by experienced mining engineers and other operating personnel of the Company using drilling and geological studies in conjunction with mine planning software. The following table summarizes the Company’s principal mine locations and estimated reserves at December 30, 2006:
Annual Production
Nature of
Years Until Reserve
Estimated Reserves
Mine
(in millions of tons)
Interest
Depletion
(in millions of tons)
Buckskin Mine
Leased
Calvert Mine
Leased
Item 3.
Item 3. Legal Proceedings.
The Company is involved in various lawsuits and claims incidental to its business. Management believes that any resulting liability, beyond that provided, should not materially affect the Company’s financial position, future results of operations or future cash flows.
Ben E. Muraskin
Mr. Muraskin has been the Treasurer of PKS since June 2003 and a Vice President of PKS since January 2000. Mr. Muraskin is currently a director of Kiewit Investment Fund LLLP.
Christopher J. Murphy
Mr. Murphy has been a Division Manager and Vice President of PKS since August 2004. Mr. Murphy has been a Senior Vice President of Kiewit Corporation since December 2004 and President of Kiewit Mining Group Inc., a subsidiary of PKS, since October 2005. Mr. Murphy was President of Rinker Materials Corporation’s Western United States Division from October 2002 until August 2004. Mr. Murphy was a Director, President and Chief Executive Officer of Kiewit Materials Company, a former subsidiary of PKS, from June 2000 until October 2002. Prior to serving as Director, President and Chief Executive Officer of Kiewit Materials Company, since January 1980, Mr. Murphy held various positions with Decker Coal Company and Kiewit Mining Group Inc. Mr. Murphy has been a director of PKS since June 2006.
Douglas E. Patterson
Mr. Patterson has been an Executive Vice President of PKS since November 2001. Mr. Patterson has been an Executive Vice President of Kiewit Corporation since December 2004. Mr. Patterson has been a director of PKS since June 2001 and is a member of the Executive Committee of PKS’ board of directors.
R. Michael Phelps
Mr. Phelps has been a Division Manager of PKS since May 1999. Mr. Phelps has been a Senior Vice President of Kiewit Corporation since December 2004, a Senior Vice President of Kiewit Construction Company since June 2004, a Senior Vice President of Kiewit Pacific Co. since June 1999, and a Senior Vice President of Kiewit Western Co., a subsidiary of PKS, since July 1999. Mr. Phelps has been a director of PKS since June 2004 and is a member of the Executive Committee of PKS’ board of directors.
Michael J. Piechoski
Mr. Piechoski has been a Senior Vice President of PKS since December 2004 and Chief Financial Officer of PKS since November 2002. Mr. Piechoski was a Vice President of PKS from June 2000 until December 2004. Mr. Piechoski was Treasurer of PKS from June 2000 until June 2003.
Kirk R. Samuelson
Mr. Samuelson has been a Division Manager of PKS since November 2001. Mr. Samuelson has been a Senior Vice President of Kiewit Corporation since December 2004, a Senior Vice President of Kiewit Construction Company since June 2002, a Senior Vice President of Kiewit Pacific Co. since June 2005, a Senior Vice President of Kiewit Western Co. since June 2002 and President of Kiewit Federal Group Inc., a subsidiary of PKS, since June 2005. Mr. Samuelson has been a director of PKS’ board of directors since June 2006.
Tobin A. Schropp
Mr. Schropp has been a Senior Vice President of PKS since November 2002 and General Counsel and Secretary of PKS since September 1998. Mr. Schropp was a Vice President of PKS from September 1998 until November 2002.
Thomas S. Shelby
Mr. Shelby has been a Division Manager of PKS since June 2004. Mr. Shelby has been a Senior Vice President of Kiewit Corporation since December 2004, a Senior Vice President of Kiewit Construction Company since June 2004, President of Kiewit Energy Group Inc., a subsidiary of PKS, since June 2005 and was the President of Kiewit Industrial Co., a subsidiary of PKS, from June 2001 to June 2004. Mr. Shelby has been a director of PKS since June 2006.
Michael J. Whetstine
Mr. Whetstine has been the Controller and Assistant Secretary of PKS since September 2003. Mr. Whetstine has been a Vice President and the Controller of Kiewit Corporation since December 2004. Mr. Whetstine served as Controller for DTN Corporation from January 2001 until August 2003.
PKS has adopted a Code of Ethics for Chief Executive Officer and Senior Financial Officers that applies to PKS’ Chief Executive Officer, Chief Financial Officer and Controller. A copy of the Code of Ethics has been filed with the Securities and Exchange Commission and is referenced as Exhibit 14 to this Annual Report. If PKS makes any substantive amendments to the Code of Ethics or grants any waiver from a provision of the Code of Ethics, PKS will disclose such information on a Current Report on Form 8-K with the Securities and Exchange Commission.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information.
As of December 30, 2006, PKS’ $0.01 par value redeemable common stock (“redeemable common stock”) was not listed on any national securities exchange or the NASDAQ National Market and there is no established public trading market for the redeemable common stock.
Repurchases.
Period
Total Number of
Shares of Common
Stock Repurchased
Average Price
Paid per Share of
Redeemable
Common Stock
October 1, 2006 through October 31, 2006
6,937
$46.25
November 1, 2006 through November 30, 2006
-
-
December 1, 2006 through December 30, 2006
-
-
Total
6,937
$46.25
Pursuant to the terms of PKS’ Restated Certificate of Incorporation (“Certificate”), PKS is required to repurchase shares of redeemable common stock at a formula value, generally upon demand. Redeemable common stock can generally be issued only to directors of PKS and employees of the Company and can be resold only to PKS at a formula value based on the year-end book value of PKS.
Formula Value.
The formula value of the redeemable common stock is based on the book value of PKS. A significant element of the redeemable common stock formula value is the subtraction of the book value of property, plant and equipment used in the Company’s construction activities (approximately $176 million at December 30, 2006).
Restrictions.
Ownership of redeemable common stock is generally restricted to directors of PKS and active employees of the Company and is also conditioned upon the execution of repurchase agreements which restrict the transfer of the redeemable common stock. Upon retirement, termination of employment, or death, PKS is required to repurchase the redeemable common stock at the applicable formula value, generally upon demand.
Stockholders.
On February 27, 2007, PKS had the following numbers of stockholders and outstanding shares:
Class of Stock
Stockholders
Outstanding Shares
Redeemable common stock
1,722
18,560,855
Performance Graph.
The Company’s redeemable common stock is not publicly traded. The Company’s Certificate contains a formula pursuant to which the redeemable common stock is valued. The graph below compares the cumulative total return (stock appreciation plus reinvested dividends) of the redeemable common stock for the five-year period 2002 through 2006, with the Standard and Poors’ Composite 500 Index and the Dow Jones Heavy Construction Index - US. Pursuant to the Certificate, for all periods presented in the graph below, the redeemable common stock was valued at the formula value determined by the Certificate at the end of the Company's fiscal year, reduced by dividends declared subsequent to such year-end. For purposes of the graph, it has been assumed that dividends were immediately reinvested in additional shares of redeemable common stock, although such reinvestment was not permitted in actual practice. Although the Company’s fiscal year ended on the last Saturday in December, the redeemable common stock is compared against indexes which assume a fiscal year ending December 31.
The graph assumes that the value of the investment was $100 on December 31, 2001, and that all dividends and other distributions were reinvested.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The Company primarily operates in the construction industry and currently has two reportable operating segments, construction and coal mining. The construction segment performs services for a broad range of public and private customers primarily in the United States and Canada. Construction services are currently performed in the following construction markets: transportation (including highways, bridges, airports, mass transit and rail); petroleum; commercial building; electrical; water supply/dams; power/heat/cooling; mining; and sewage and solid waste. The Company’s coal mining segment owns and manages coal mines in the United States that sell primarily to electric utilities.
The Company primarily performs its construction services as a general contractor. As a general contractor, the Company is responsible for the overall direction and management of construction projects and for completion of each contract in accordance with its terms, plans, and specifications. The Company plans and schedules the projects, procures materials, hires workers as needed, and awards subcontracts. The Company generally requires performance and payment bonds or other assurances of operational capability and financial capacity from its subcontractors.
The Company performs its construction work under various types of contracts, including fixed unit or lump-sum price, guaranteed maximum price, and cost-reimbursable (cost-plus) contracts. Contracts are either competitively bid and awarded or negotiated. The Company’s public contracts generally provide for the payment of a fixed price for the work performed. Profit on a fixed-price construction contract is realized on the difference between the contract price and the actual costs of construction, and the contractor bears the risk that it may not be able to perform all the work for the specified amount. Profit on a cost-plus construction contract is realized on the amount the contractor is contractually able to bill in excess of the actual costs of construction, and the owner bears the risk that total costs may exceed the estimated amount. Credit risk is minimal with public (government) owners since funds generally have been appropriated by the governmental project owner prior to commencing work on public projects. Most public contracts are subject to termination at the election of the governmental contracting entity. In the event of termination, however, the contractor is generally entitled to receive the contract price on completed work and payment of certain termination-related costs. Credit risk with private owners is minimized because of statutory mechanics liens, which give the Company high priority in the event of lien foreclosures following financial difficulties of private owners. Construction contracts generally provide for progress payments as work is completed, with a retainage, ranging from zero to ten percent, to be paid when performance is substantially complete. In some instances, the Company is able to substitute bank letters of credit or escrowed securities in lieu of retainage. Construction contracts frequently contain penalties or liquidated damages for late completion and infrequently provide bonuses for early completion.
The construction industry is highly competitive and lacks firms with dominant market power. A substantial portion of the Company’s business involves construction contracts obtained through competitive bidding. A contractor’s competitive position is based primarily on its prices for construction services, its ability to obtain performance bonds, its reputation for quality, timeliness, experience and financial strength. The volume and profitability of the Company’s construction work depends to a significant extent upon the general state of the economies of the United States and Canada, and the volume of work available to contractors. Fluctuating demand cycles are typical of the industry, and such cycles determine to a large extent the degree of competition for available projects. The Company’s construction operations could be adversely affected by increases in costs of labor, fuel or materials, labor stoppages or shortages, adverse weather conditions, shortages of supplies, or governmental action. The volume of available government work is affected by budgetary and political considerations. A significant decrease in the amount of new government contracts, for whatever reason, would have a material adverse effect on the Company. For the fiscal years ended December 30, 2006 and December 31, 2005, public contracts accounted for approximately 63% and 70%, respectively, of the combined prices of contracts awarded to the Company. For the fiscal years ended December 30, 2006 and December 31, 2005, public contracts accounted for approximately 61% and 63%, respectively, of revenue earned by the Company. Most of these contracts were awarded by government and quasi-government agencies under fixed price contracts after competitive bidding. During 2006 and 2005, construction revenue recognized from a single owner represented 9% and 11%, respectively, of the Company’s total revenue.
The Company frequently enters into joint ventures to efficiently allocate expertise and resources among the venturers and to spread risks associated with particular construction projects. In most joint ventures, if one venturer is financially unable to bear its share of expenses, the other venturers would be required to pay those costs. The Company prefers to act as the sponsor of its joint ventures. The sponsor generally provides the project manager, the majority of venturer-provided personnel, and accounting and other administrative support services. The joint venture generally reimburses the sponsor for such personnel and services on a negotiated basis. The sponsor is generally allocated a majority of the venture’s profits and losses and usually has a controlling vote in joint venture decision-making. During 2006 and 2005, the Company derived approximately 79% and 86%, respectively, of its construction joint venture revenue from sponsored joint ventures. Construction joint venture revenue accounted for approximately 27% and 31% of its 2006 and 2005 total construction revenue, respectively.
For the fiscal year ended December 25, 2004, joint ventures formed after December 31, 2003 were assessed for consolidation under the provisions of the Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” (“FIN 46-R”). Those meeting the consolidation criteria of FIN 46-R were consolidated in the financial statements. Those not meeting the criteria continued to be accounted for under Emerging Issues Task Force (“EITF”) Issue No. 00-1 “Investor Balance Sheets and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures,” (“EITF No. 00-1,”) which permits the use of the equity method in the consolidated balance sheet, and pro-rata consolidation of the Company’s share of the operations of these construction joint ventures in the consolidated statements of operations.
Beginning with the fiscal year ended December 31, 2005, the Company additionally assessed joint ventures formed prior to December 31, 2003 and after December 25, 2004 for consolidation under the provisions of FIN 46-R. Those meeting the consolidation criteria of FIN 46-R were consolidated in the financial statements. Those not meeting the criteria were presented according to EITF No. 00-1 as previously described.
The fiscal year ended December 25, 2004 has not been restated to consolidate construction joint ventures meeting the consolidation criteria of FIN 46-R. Instead, the fiscal year continues to reflect the previously reported accounting as described above.
The Company owns and operates the Calvert Mine located in Texas and the Buckskin Mine located in Wyoming. Each is a surface mining operation that produces coal used in domestic coal-fired electric generation facilities. The Company also manages two active surface coal mines located in the western United States.
The Company’s coal sales generally are made under multi-year supply contracts. Each contract has a base price, and most contain provisions to adjust the base price for changes in statutes or regulations. Certain contracts allow for price adjustments based on actual cost experience or as measured by public indices. Each contract includes coal quality and delivery volume specifications and includes penalties for failure to meet these specifications.
The coal mining industry is highly competitive. The Company not only competes with other domestic and foreign coal suppliers, some of whom are larger, but also with alternative methods of generating electricity. Demand for the Company’s coal is affected by political, economic and regulatory factors. Sales from the Buckskin Mine occur at the loading facility and require the customer to obtain transportation to their generating plant. Transportation cost is a significant portion of the customer’s delivered cost of coal. Many western coal companies are served by two railroads allowing the customer to potentially benefit from an additional distribution channel and competition between railroads compared to the single line available at the Buckskin Mine. Sales and delivery from the Calvert Mine are to an adjacent generating plant.
Due to their competitive nature, the construction and coal mining industries experience lower margins than many other industries. As a result, cost control is a primary focus of the Company. The ability to control costs enables the Company to price more competitively and also to complete contracts profitably. Further, since the formula value of redeemable common stock is based upon PKS’ book value, formula value is primarily driven by the Company’s ability to complete contracts profitably. Consequently, the Company views both margin as a percentage of revenue and general and administrative expenses as a percentage of revenue as key measures of operating results.
Margin.
Total construction margin increased $33 million or 5% from the same period in 2005. The increased margin is attributable to increases on numerous construction projects spanning various markets including power/heat/cooling ($54 million), water supply/dams ($42 million), petroleum ($40 million), sewage and solid waste disposal ($21 million), transportation ($17 million) and commercial building ($14 million). Partially offsetting these increases was a loss of approximately $40 million on a mineral processing facility project located in Alberta, Canada. In addition, margin on the Oil and Gas Project decreased a total of $89 million (including $88 million in claim margin) as the Oil and Gas Project was substantially completed in 2005. Given the non-recurring nature of construction projects, the mix and volume of construction projects by market often varies from period to period.
Construction margin as a percentage of construction revenue for the fiscal year ended December 30, 2006 decreased to 14% from 16% for the same period in 2005, primarily due to the claim margin earned from the Oil and Gas Project in 2005.
Total coal mining margin increased $3 million or 7% from the same period in 2005. However, the margin as a percentage of revenue decreased to 24% in 2006 from 26% in 2005 due to higher costs of mining that offset generally higher selling prices and lower fees earned from a mining services contract.
General and Administrative Expenses.
General and administrative expenses related to construction operations for the fiscal year ended December 30, 2006 increased $26 million from the same period in 2005, primarily due to increased salaries and bonuses of $23 million driven by continued expansion of the Company’s construction operations. As a percentage of construction revenue, general and administrative expenses were 6% and 7% for the fiscal years ended December 30, 2006 and December 31, 2005, respectively. This decrease is due to prior year’s compensation expense related to the vesting of convertible debentures and the fact that increased revenues did not require a proportionate increase in general and administrative expenses.
General and administrative expenses related to coal mining operations decreased $1 million in 2006 as compared to the same period in 2005. As a percentage of coal mining revenue, general and administrative expenses decreased to 5% for 2006 from 6% in 2005.
Gain on Sale of Operating Assets.
Net gains on the disposition of property, plant and equipment and other assets during the fiscal years ended December 30, 2006 and December 31, 2005 were $22 million and $12 million, respectively. Gain on sale of operating assets is affected to a large degree by market conditions and the specific types and quantity of pieces of equipment sold.
Other Income (Expense).
Other income (expense) increased $7 million for the year ended December 30, 2006 from the same period in 2005 primarily due to increased interest income driven by increased interest rates.
Minority Interest in Income of Consolidated Subsidiaries.
Minority interest in income of consolidated subsidiaries consists primarily of the portion of the consolidated construction joint ventures that is not owned by the Company. Minority interest in income of consolidated subsidiaries decreased $57 million to $43 million in 2006 from $100 million in 2005. The majority of this decrease is attributable to the completion of the Oil and Gas Project in 2005.
Operating Income.
Operating income consists of margin (revenue less cost of revenue), general and administrative expenses and gain on sale of operating assets. Operating income from each of the Company’s segments was:
Gain on Sale of Operating Assets.
Net gains on the disposition of property, plant and equipment and other assets during each of the fiscal years ended December 31, 2005 and 2004 were $12 million. Gain on sale of operating assets is affected to a large degree by market conditions and the specific types and quantity of pieces of equipment sold.
Other Income (Expense).
Investment income increased $13 million for the fiscal year ended December 31, 2005 from the same period in 2004. The increase was due mainly to higher interest rates from the same time period in 2004, $3 million due to the effect of consolidating joint ventures under the provisions of FIN 46-R and the recognition of $3 million of look back interest income (interest related to the timing of revenue recognition for income tax purposes for completed construction projects).
Minority Interest in Income of Consolidated Subsidiaries.
Minority interest in income of consolidated subsidiaries consists primarily of the portion of the consolidated construction joint ventures that is not owned by the Company. The increase in minority interest is attributable to the adoption of FIN 46-R which required certain construction joint ventures to be consolidated. Prior to FIN 46-R, the Company would have accounted for its share of the operations of these joint ventures on a pro rata basis in the consolidated statements of operations.
Income Tax Expense.
The effective income tax rates for the fiscal years ended December 31, 2005 and 2004 were 33.1% and 33.4%, respectively. The 2005 effective tax rate is less than the federal statutory rate primarily due to federal and state research and development tax credits claimed for prior years, partially offset by state income taxes. In 2004, the rate differs from the federal statutory rate due to resolution and settlement of prior year income tax liabilities partially offset by state and foreign income taxes.
Financial Condition - December 30, 2006 vs. December 31, 2005
Cash and cash equivalents increased $51 million to $369 million at December 30, 2006 from $318 million at December 31, 2005. The major item contributing to the increase was cash provided by operations of $445 million, offset partially by capital expenditures of $189 million, net purchases of available-for-sale securities of $146, net repurchases of redeemable common stock of $19 million and dividends paid of $30 million.
Net cash provided by operations for the fiscal year ended December 30, 2006 increased by $49 million to $445 million as compared to $396 million in the same period in 2005. This increase was primarily due to an increase in operating income (before depreciation) and investment income as well as cash received from owners before work is performed. Cash provided by operations is affected to a large degree by the mix, timing, stage of completion and terms of individual contracts which are reflected in changes through current assets and liabilities.
Net cash used in investing activities for the fiscal year ended December 30, 2006 increased by $102 million to $305 million as compared to $203 million in the same period in 2005. This increase was primarily due to an increase in net purchases of available-for-sale securities because cash generated by operations increased $49 million. Capital spending varies due to the nature and timing of jobs awarded. Management does not expect any material changes to capital spending. Acquisitions depend largely on market conditions.
Net cash used in financing activities for the fiscal year ended December 30, 2006 decreased by $559 million to $88 million as compared to $647 million in the same time period in 2005. Repurchases of redeemable common stock decreased $459 million from 2005 to 2006. During 2005, the Company had significant repurchases of redeemable common stock due to the $398 million tender offer and $52 million of repurchases resulting from changes in the roles of certain members of executive management. In addition, net withdrawals of cash by minority partners of joint ventures decreased $75 million.
Liquidity.
During 2006, 2005 and 2004, the Company expended $189 million, $191 million and $162 million, respectively, on capital expenditures and acquisitions. The Company anticipates that its future cash requirements for capital expenditures and acquisitions will not change significantly from these historical amounts. Cash generated by joint ventures, while readily available, is generally not distributed to partners until the liabilities and commitments of the joint ventures have been substantially satisfied. Other long-term liquidity uses include the payment of income taxes, long-term debt and dividends. As of December 30, 2006, the Company had no material firm binding purchase commitments related to its investments other than meeting the normal course of business needs of its construction joint ventures. The current portion of long-term debt as of December 30, 2006 was $5 million. PKS paid dividends during 2006, 2005 and 2004 of $30 million, $27 million and $25 million, respectively. PKS also has the obligation to repurchase its redeemable common stock at any time during the year from shareholders.
The Company anticipates repurchasing approximately 843,000 shares of redeemable common stock over the next 2 years as a result of changes in the roles of certain members of executive management. The aggregate value of these shares calculated at the December 30, 2006 formula value is approximately $49 million.
It is customary in the Company’s industry to use standby letters of credit. At December 30, 2006, the company had outstanding letters of credit with a number of banks totaling approximately $281 million. None of the available letters of credit have been drawn upon.
The Company's current financial condition, together with anticipated cash flows from operations, should be sufficient for immediate cash requirements and future investing activities. The Company does not presently have any committed bank credit facilities. In the past, the Company has been able to borrow on satisfactory terms. The Company believes that, to the extent necessary, it will likewise be able to borrow funds on acceptable terms for the foreseeable future.
Purchase obligations include the Company’s payables, purchase orders and other contractual obligations. Purchase orders may include authorizations to purchase rather than binding agreements. Other contractual obligations consist primarily of agreements with subcontractors and suppliers of construction materials. If a construction project is canceled at the convenience of the owner, the Company can also generally cancel the underlying purchase obligations without penalty.
Amounts included in long-term debt include estimated interest payments.
Contractual obligations related to accrued reclamation are provided based on undiscounted estimated future cash flows, however, the accrued reclamation liability on the consolidated balance sheets is discounted in accordance with SFAS 143, “Accounting for Asset Retirement Obligation,” (“SFAS 143”).
As described previously, the Company anticipates repurchasing approximately 843,000 shares of redeemable common stock over the next 2 years as a result of changes in executive management.
Off-Balance Sheet Arrangements.
During 2006 and 2005, the Company did not enter into any off-balance sheet arrangements requiring disclosure under this caption.
Critical Accounting Policies.
The development and selection of the critical accounting policies, related critical accounting estimates and the related disclosure of critical accounting policies has been reviewed with the Audit Committee of the Company’s Board of Directors.
Revenue Recognition.
Construction Contracts.
The Company uses the percentage of completion method of accounting. Profit on a fixed-price construction contract is realized on the difference between the contract price and the actual costs of construction. Profit on a cost-plus construction contract is realized on the amount the contractor is contractually able to bill in excess of the actual costs of construction. Provision is made for the entire amount of future estimated losses on construction contracts in progress normally through the accrual of additional costs of revenue; claims and change orders for additional contract compensation, however, are not reflected in the accounts until they are settled. Claims and change orders are considered settled when cash is received or upon receipt of a signed agreement. Revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which the facts which require the revision become known. It is at least reasonably possible that cost and profit estimates will be revised in the near-term by amounts which may be material.
In accordance with industry practice, amounts realizable and payable under contracts which may extend beyond one year are included in current assets and liabilities.
Coal Sales Contracts.
The Company recognizes coal sales revenue at the time all contractual obligations have been satisfied.
Income Taxes.
The Company recognizes a current tax provision for its estimated tax liability on its current year tax returns. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recognized when it is anticipated that some or all of a deferred tax asset would not be realized.
Property, Plant and Equipment.
Property, plant and equipment are recorded at cost. Depreciation for the majority of the Company’s property, plant and equipment is calculated using accelerated methods. Depletion of mineral properties is provided on a units-of-extraction basis determined in relation to the total remaining amount of coal reserves. The estimated useful lives of the Company’s other property, plant and equipment are as follows:
Land improvements
10 - 15 years
Buildings
5 - 39 years
Equipment
3 - 20 years
A change in depreciation methods or estimated useful lives could have a significant impact to income.
Accrued Insurance Costs.
The Company is self-insured for certain general, auto and worker’s compensation claims, and accrues for the estimated ultimate liability for incurred losses, both reported and unreported. The Company bases its estimate of loss on historic trends modified for recent events and records its estimate of loss without regard to the time value of money. The Company determines a range of ultimate liability for its incurred losses, and accrues an amount within the range. If the Company had accrued its insurance costs at the high end of the range, it would have recorded an additional liability and expense of $3 million. It is at least reasonably possible that the estimate of ultimate liability will be revised in the near-term by amounts which may be material.
Accrued Reclamation.
The Company follows the policy of providing an accrual for reclamation of mined properties in accordance with SFAS 143 based on the estimated total cost of restoration of such properties to meet compliance with laws governing surface mining. These estimated costs are calculated based on the expected future cash flows to remediate such properties discounted at a credit adjusted risk-free rate. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated retirement costs are capitalized and included as part of the carrying value of the long-lived asset and amortized to expense. Changes in expected future cash flows are discounted at interest rates that were in effect at the time of the original estimate for downward revisions to such cash flows, and at interest rates in effect at the time of the change for upward revisions in the expected future cash flows. It is at least reasonably possible that accrued reclamation estimates will be revised in the near-term by amounts which may be material.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company holds a diversified portfolio of investments that primarily includes cash, high quality commercial paper, U.S. Government debt obligations, U.S. Government Agency debt obligations, tax exempt state and municipal securities and equity mutual funds. Except for cash, each of these investments is subject, in varying degrees, to market risk, interest rate risk, economic risk and credit risk. These risks, among others, could result in the loss of principal.
The Company has entered into several foreign currency forward contracts as a strategy to offset the earnings impact of currency fluctuations upon future transactions. The forward contracts are generally scheduled to mature as those future transactions occur. The forward contracts have not been designated as hedging instruments under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS 133”). The forward contracts had outstanding notional amounts of $U.S. 62 million at December 30, 2006 and December 31, 2005. The forward contracts offset the earnings impact caused by currency fluctuations of U.S. dollar denominated liabilities and expenses related to the completion of construction contracts by Canadian subsidiaries. The forward contracts are recorded in the consolidated balance sheets at fair value based upon quoted market prices. Changes in the fair value of the forward contracts are immediately recognized in cost of revenue in the consolidated statements of operations.
The forward contracts mature monthly in varying amounts during 2007 and 2008 and will settle based upon the difference between the current exchange rate at the time of settlement and the exchange rates in the forward contracts. At December 30, 2006, the fair value of these forward contracts was a current liability of approximately $3 million and a long-term liability of less than $0.5 million. At December 31, 2005, the fair value of these forward contracts was a current liability of approximately $2 million and a long-term liability of less than $0.5 million. During the fiscal year ended December 30, 2006, the Company recognized a loss of approximately $5 million on the forwards, of which approximately $4 million has been realized. During the fiscal year ended December 31, 2005, the Company recognized a loss of approximately $3 million on the forwards, of which less than $1 million had been realized. A 10% change in the Canadian / U.S. exchange rate would result in a gain of approximately $6 million in the event of an increase in the exchange rate, or a loss of approximately $6 million in the event of a decrease.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Peter Kiewit Sons’, Inc.:
We have audited the accompanying consolidated balance sheets of Peter Kiewit Sons’, Inc. and subsidiaries as of December 30, 2006 and December 31, 2005, and the related consolidated statements of operations, changes in redeemable common stock, comprehensive income and excess of assets over liabilities, and cash flows for each of the years in the three-year period ended December 30, 2006. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Peter Kiewit Sons’, Inc. and subsidiaries as of December 30, 2006 and December 31, 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 30, 2006, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in note 1 to the consolidated financial statements, the Company in 2004 changed its method of accounting for variable interest entities.
As discussed in note 2 to the consolidated financial statements, the Company in 2006 changed its method of accounting for redeemable common stock and stripping costs incurred during production in the mining industry.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Peter Kiewit Sons’, Inc.’s internal control over financial reporting as of December 30, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.
KPMG LLP
Omaha, Nebraska
February 27, 2007
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
1.
Summary of Significant Accounting Policies and Description of Business:
The Business.
Peter Kiewit Sons’, Inc. (“PKS,” which together with its subsidiaries in which it has or had control and variable interest entities of which it is the primary beneficiary is referred to herein as the “Company”) is one of the largest construction contractors in the United States and Canada, and is also engaged in the coal mining business.
The Company primarily performs its construction services as a general contractor. As a general contractor, the Company is responsible for the overall direction and management of construction projects and for the completion of each contract in accordance with its terms, plans and specifications.
The Company performs its construction work under various types of contracts, including fixed unit or lump-sum price, guaranteed maximum price and cost-reimbursable (cost-plus) contracts. Contracts are either competitively bid and awarded or negotiated. The Company’s public contracts generally provide for the payment of a fixed price for the work performed. Credit risk is minimal with public (government) owners since funds generally have been appropriated by the governmental project owner prior to commencing work on public projects. Most public contracts are subject to termination at the election of the governmental contracting entity. In the event of termination, however, the contractor is generally entitled to receive the contract price on completed work and payment of certain termination-related costs. Credit risk with private owners is minimized because of statutory mechanics liens, which give the Company high priority in the event of lien foreclosures following financial difficulties of private owners. Construction contracts generally provide for progress payments as work is completed, with a retainage, ranging from zero to ten percent, to be paid when performance is substantially complete. In some instances, the Company is able to substitute bank letters of credit or escrowed securities in lieu of retainage. Construction contracts frequently contain penalties or liquidated damages for late completion and infrequently provide bonuses for early completion.
The construction industry is highly competitive and lacks firms with dominant market power. A substantial portion of the Company’s business involves construction contracts obtained through competitive bidding. A contractor’s competitive position is based primarily on its prices for construction services, its ability to obtain performance bonds and its reputation for quality, timeliness, experience and financial strength. The volume and profitability of the Company’s construction work depends to a significant extent upon the general state of the economies of the United States and Canada, and the volume of work available to contractors. Fluctuating demand cycles are typical of the industry, and such cycles determine to a large extent the degree of competition for available projects. The Company’s construction operations could be adversely affected by increases in costs of labor, fuel or materials, labor stoppages or shortages, adverse weather conditions, shortages of supplies, or governmental action. The volume of available government work is affected by budgetary and political considerations. A significant decrease in the amount of new government contracts, for whatever reason, would have a material adverse effect on the Company.
The Company owns and operates two surface mining operations located in Texas and Wyoming that produce coal used in domestic coal-fired electric generation facilities. The Company also manages two active surface coal mines located in the western United States.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
1.
Summary of Significant Accounting Policies and Description of Business, Continued:
The Business, Continued.
The Company’s coal sales generally are made under multi-year supply contracts. Each contract has a base price and most contain provisions to adjust the base price for changes in statutes or regulations. Certain contracts allow for price adjustments based on actual cost experience or as measured by public indices. Each contract includes coal quality and delivery volume specifications and includes penalties for failure to meet these specifications.
The coal mining industry is highly competitive. The Company not only competes with other domestic and foreign coal suppliers, some of whom are larger, but also with alternative methods of generating electricity. Demand for the Company’s coal is affected by political, economic and regulatory factors. Sales from the Buckskin Mine occur at the loading facility and require the customer to obtain transportation to their generating plant. Transportation cost is a significant portion of the customer’s delivered cost of coal. Many western coal companies are served by two railroads allowing the customer to potentially benefit from an additional distribution channel and competition between railroads compared to the single line available at the Buckskin Mine. Sales and delivery from the Calvert Mine are to an adjacent generating plant.
Basis of Presentation.
The consolidated financial statements include the accounts of PKS and its subsidiaries in which it has or had control and variable interest entities of which it is the primary beneficiary.
The Company participates in various construction joint ventures. Generally, each construction joint venture is formed to accomplish a specific project, is jointly controlled by the joint venture partners and is dissolved upon completion of the project. The Company selects its joint venture partners based on its analysis of the prospective venturer’s construction and financial capabilities, expertise in the type of work to be performed and past working relationships with the Company, among other criteria. The joint venture agreements typically provide that the interests of the Company in any profits and assets, and its respective share in any losses and liabilities that may result from the performance of the contract are limited to the Company’s stated percentage interest in the project. The venture’s contract with the project owner typically requires joint and several liability, however the Company’s agreements with its joint venture partners provide that each party will assume and pay its full proportionate share of any losses resulting from a project. Under these agreements, if one partner is unable to bear its share of the costs, the other partners will be required to pay those costs. The Company regularly evaluates the financial stability of its business partners.
For the fiscal year ended December 25, 2004, joint ventures formed after December 31, 2003 were assessed for consolidation under the provisions of the Financial Accounting Standards Board’s (“FASB”) Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” (“FIN 46-R”). Those meeting the consolidation criteria of FIN 46-R were consolidated in the financial statements. Those not meeting the criteria continued to be accounted for under Emerging Issues Task Force (“EITF”) Issue No. 00-1, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures,” (“EITF No. 00-1”), which permits the use of the equity method in the consolidated balance sheets, and pro-rata consolidation of the Company’s share of the operations of these construction joint ventures in the consolidated statements of operations.
Beginning with the fiscal year ended December 31, 2005, the Company additionally assessed joint ventures formed prior to December 31, 2003 and after December 25, 2004 for consolidation under the provisions of FIN 46-R. Those meeting the consolidation criteria of FIN 46-R were consolidated in the financial statements. Those not meeting the criteria were presented according to EITF No. 00-1 as previously described.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
1.
Summary of Significant Accounting Policies and Description of Business, Continued:
Basis of Presentation, Continued.
The fiscal year ended December 25, 2004 has not been restated to consolidate construction joint ventures meeting the consolidation criteria of FIN 46-R. Instead, the fiscal year continues to reflect the previously reported accounting as described above.
Revenue Recognition.
Construction Contracts.
The Company uses the percentage of completion method of accounting. Profit on a fixed-price construction contract is realized on the difference between the contract price and the actual costs of construction. Profit on a cost-plus construction contract is realized on the amount the contractor is contractually able to bill in excess of the actual costs of construction. Provision is made for the entire amount of future estimated losses on construction contracts in progress, normally through the accrual of additional costs of revenue; claims and change orders for additional contract compensation, however, are not reflected in the accounts until they are settled. Claims and change orders are considered settled when cash is received or upon receipt of a signed agreement. Revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which the facts which require the revision become known. It is at least reasonably possible that cost and profit estimates will be revised in the near-term by amounts which may be material.
In accordance with industry practice, amounts realizable and payable under contracts which may extend beyond one year are included in current assets and liabilities.
Coal Sales Contracts.
The Company recognizes coal sales revenue at the time all contractual obligations have been satisfied.
Cash and Cash Equivalents.
Cash equivalents generally consist of highly liquid instruments with original maturities of three months or less when purchased. The securities are stated at cost, which approximates fair value.
Outstanding checks in excess of funds on deposit in the amount of $49 million and $45 million at December 30, 2006 and December 31, 2005 have been reclassified to accounts payable.
Retainage on Construction Contracts.
Construction contracts generally provide for progress payments as work is completed, a portion of which is customarily retained until performance is substantially complete. Retainage is included in receivables.
In some instances, the Company is able to substitute bank letters of credit or escrowed securities in lieu of retainage. Substituting securities in lieu of retainage is a technique employed by construction companies to earn interest on retained balances. Included in retainage are escrowed securities which are not yet due, carried at fair value, which is determined based on quoted market prices for the securities on hand or for similar investments. Net unrealized holding gains and losses, if any, are reported as a separate component of accumulated other comprehensive income (loss), net of tax.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
1.
Summary of Significant Accounting Policies and Description of Business, Continued:
Marketable Securities.
The Company has classified all marketable securities and marketable non-current investments not accounted for under the equity method as available-for-sale. The amortized cost of the securities used in computing unrealized and realized gains and losses is determined by specific identification. Fair values are estimated based on quoted market prices for the securities on hand or for similar investments. Net unrealized holding gains and losses are reported as a separate component of accumulated other comprehensive income (loss), net of tax. The Company evaluates its investments for other than temporary declines in value based upon criteria that include the extent to which the investment’s carrying value exceeds its related market value, the duration of the market decline and the financial health of and specific prospects for the issuer. Unrealized losses that are other than temporary are recognized in investment income in the consolidated statements of operations.
Income Taxes.
The Company recognizes a current tax provision for its estimated tax liability on its current year tax returns. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recognized when it is anticipated that some or all of a deferred tax asset would not be realized.
Property, Plant and Equipment.
Property, plant and equipment are recorded at cost. Depreciation for the majority of the Company’s property, plant and equipment is calculated using accelerated methods. Depletion of mineral properties is provided on a units-of-extraction basis determined in relation to the total remaining amount of coal reserves. The estimated useful lives of the Company’s other property, plant and equipment are as follows:
Land improvements
10 - 15 years
Buildings
5 - 39 years
Equipment
3 - 20 years
Goodwill and Intangible Assets.
Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is tested annually for impairment at the reporting unit level by comparing the fair value of the reporting unit with its carrying value. If the carrying value exceeds the fair value, goodwill may be impaired. If this occurs, the fair value of the reporting unit is then allocated to its assets and liabilities in a manner similar to a purchase price allocation in order to determine the implied fair value of the reporting unit goodwill. This implied fair value is then compared with the carrying amount of the reporting unit goodwill, and if it is less, the Company would then recognize the impairment loss.
Intangible assets, which include coal contracts, are amortized on a units-of-production basis over the expected period of benefit, which does not exceed 25 years.
No goodwill or intangible assets impairment losses have been recognized in any of the periods presented herein.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
1.
Summary of Significant Accounting Policies and Description of Business, Continued:
Long-Lived Assets.
The Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Measurement of any impairment would include a comparison of the present value of the estimated future operating cash flows anticipated to be generated during the remaining life of the assets to the net carrying value of the assets.
Accrued Insurance Costs.
The Company is self-insured for certain general, auto and worker’s compensation claims, and accrues for the estimated ultimate liability for incurred losses, both reported and unreported. The Company bases its estimate of loss on historic trends modified for recent events and records its estimate of loss without regard to the time value of money. It is at least reasonably possible that the estimate of ultimate liability will be revised in the near-term by amounts which may be material.
Accrued Reclamation.
The Company follows the policy of providing an accrual for reclamation of mined properties in accordance with Statement of Financial Accounting Standards (“SFAS”) 143, “Accounting for Asset Retirement Obligations,” (“SFAS 143,”) based on the estimated total cost of restoration of such properties to meet compliance with laws governing surface mining. These estimated costs are calculated based on the expected future cash flows to remediate such properties discounted at a credit adjusted risk-free rate. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated retirement costs are capitalized and included as part of the carrying value of the long-lived asset and amortized to expense. Changes in expected future cash flows are discounted at interest rates that were in effect at the time of the original estimate for downward revisions to such cash flows, and at interest rates in effect at the time of the change for upward revisions in the expected future cash flows. It is at least reasonably possible that accrued reclamation estimates will be revised in the near-term by amounts which may be material.
Foreign Currencies.
The local currencies of foreign subsidiaries are the functional currencies for financial reporting purposes. Assets and liabilities are translated into U.S. dollars at year-end exchange rates. Revenue and expenses are translated using average exchange rates prevailing during the year. Gains or losses resulting from currency translation are recorded as adjustments to accumulated other comprehensive income (loss).
Use of Estimates.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fiscal Year.
The Company has a 52-53 week fiscal year which ends on the last Saturday in December. The fiscal year ended December 30, 2006 was a 52-week year, the fiscal year ended December 31, 2005 was a 53-week year and the fiscal year ended December 25, 2004 was a 52-week year.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
1.
Summary of Significant Accounting Policies and Description of Business, Continued:
Reclassifications.
When appropriate, immaterial items within the consolidated financial statements have been reclassified in the previous periods to conform to current year presentation.
The Company reclassified $345 million of short-term investments to marketable securities on its consolidated condensed balance sheet at December 31, 2005 which were previously presented as cash and cash equivalents. The purchases and sales related to the investments for the fiscal years ended December 30, 2006, December 31, 2005 and December 25, 2004 have been presented on the consolidated statements of cash flows in the investing activities section. The reclassification had no impact on the Company’s financial position or results of operations for any periods presented.
2.
Redeemable Common Stock:
The Company’s redeemable common stock is the only class of stock that is issued and outstanding. Ownership of the Company’s redeemable common stock is generally restricted to directors of PKS and active employees of the Company and is conditioned upon the execution of repurchase agreements which restrict the transfer of the redeemable common stock. The Company is obligated to purchase all redeemable common stock upon the death or termination of the employment of a stockholder at the formula value computed pursuant to PKS’ Restated Certificate of Incorporation. Additionally, the redeemable common stock has no active market, can only be sold to the Company and represents claims that have no priority over any other claims upon liquidation.
Effective January 1, 2006, the Company began accounting for the redeemable common stock under the provisions of SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS 150”). Since the Company is obligated to purchase all redeemable common stock upon death or termination of a stockholder’s employment, it is considered ‘mandatorily redeemable’ under SFAS 150. SFAS 150 requires that mandatorily redeemable stock be recorded at formula value and presented as a liability on the balance sheet. The formula value of the redeemable common stock is determined annually and is based on the book value of the Company. Formula value equals total assets (excluding property, plant and equipment used in the Company’s construction activities (“Construction PP&E”)), reduced by total liabilities (excluding the liability for redeemable common stock) and minority interest. Any excess of assets over liabilities, which consists entirely of the net book value of the Construction PP&E ($176 million at December 30, 2006), is presented as “Excess of assets over liabilities including redeemable common stock.” Period to period changes in formula value represent an expense in the consolidated statement of operations captioned “Earnings attributable to redeemable common stock” beginning in 2006. Period to period changes in Construction PP&E are not attributable to redeemable common stock and therefore, represent “Net income” beginning in 2006 on the consolidated statement of operations. Since formula value of the redeemable common stock is based on the book value of the Company, the SFAS 150 earnings attributable to redeemable common stock offsets a substantial portion of current year earnings. Furthermore, since SFAS 150 requires that mandatorily redeemable stock be excluded from earnings per share, the Company has not presented earnings per share beginning in 2006. These accounting and presentation changes have occurred despite the fact that the underlying nature and terms of the Company’s redeemable common stock have not changed.
Prior to the adoption of SFAS 150, the Company accounted for the redeemable common stock under EITF Issue No. 87-23, “Book Value Stock Purchase Plans” (“EITF No. 87-23,”) whereby changes in the aggregate redemption value of the redeemable common stock are not recognized as an expense. Additionally, the Company presented the redeemable common stock as mezzanine equity on the consolidated balance sheets. As of January 1, 2006, SFAS No. 123-R, “Share-Based Payment,” preempted the provisions of EITF No. 87-23 for the Company and replaced them with those of SFAS 150.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
6.
Disclosures about Fair Value of Financial Instruments:
Marketable Securities.
The following summarizes the amortized cost, unrealized holding gains and losses and estimated fair values of available-for-sale securities at December 30, 2006 and December 31, 2005:
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
6.
Disclosures about Fair Value of Financial Instruments, Continued:
Retainage.
The following summarizes the components of retainage on projects included in receivables at December 30, 2006 and December 31, 2005:
(dollars in millions)
Escrowed securities
$
$
Other retainage held by owners
$
$
Foreign Currency Forward Contracts.
The Company has entered into several foreign currency forward contracts as a strategy to offset the earnings impact of currency fluctuations upon future transactions. The forward contracts are generally scheduled to mature as those future transactions occur. The forward contracts have not been designated as hedging instruments under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.” The forward contracts had outstanding notional amounts of $U.S. 62 million at December 30, 2006 and December 31, 2005. The forward contracts offset the earnings impact caused by currency fluctuations of U.S. dollar denominated liabilities and expenses related to the completion of construction contracts by Canadian subsidiaries. The forward contracts are recorded in the consolidated balance sheets at fair value based upon quoted market prices. Changes in the fair value of the forward contracts are immediately recognized in cost of revenue in the consolidated statements of operations.
The forward contracts mature monthly in varying amounts during 2007 and 2008 and will settle based upon the difference between the current exchange rate at the time of settlement and the exchange rates in the forward contracts. At December 30, 2006, the fair value of these forward contracts was a current liability of approximately $3 million and a long-term liability of less than $0.5 million. At December 31, 2005, the fair value of these forward contracts was a current liability of approximately $2 million and a long-term liability of less than $0.5 million. During the fiscal year ended December 30, 2006, the Company recognized a loss of approximately $5 million on the forwards, of which approximately $4 million has been realized. During the fiscal year ended December 31, 2005, the Company recognized a loss of approximately $3 million on the forwards, of which less than $1 million had been realized.
Long-term Debt.
The fair value of debt was estimated using the incremental borrowing rates of the Company for debt of the same remaining maturities and approximates the carrying amount.
Minority Interest.
Minority interest consists primarily of the portion of the consolidated construction joint ventures that is not owned by the Company. Each construction joint venture was created for the completion of a single project. Each joint venture’s assets consist of current assets and property, plant and equipment (primarily construction equipment) and all liabilities are current liabilities. Upon completion of the project, all liabilities are settled, and the remaining cash is distributed to the partners according to their stated interests in the joint venture agreement. The fair value of minority interest approximates the carrying value.
PETER KIEWIT SONS’, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Continued)
13.
Income Taxes, Continued:
Because of its historical earnings, its current backlog and various other factors, the Company believes that it is more likely than not that its deferred tax assets will be realized, therefore, no valuation allowance has been established for U.S. income tax purposes. Included in other deferred tax assets above, the Company currently has $11 million of net operating loss carryforwards relating to Canadian construction activities that expire in varying amounts from 2010-2026. The valuation allowance reflects the Company’s assessment that certain deferred tax assets related to these Canadian net operating losses and other foreign income tax items may not be realized.
14.
Employee Benefit Plans:
The Company makes contributions, based on collective bargaining agreements related to its construction operations, to several multi-employer union pension plans. Total contribution expense recognized related to these multi-employer union pension plans was $48 million in 2006, $41 million in 2005 and $44 million in 2004. These contributions are included in the cost of revenue. Under federal law, the Company may be liable for a portion of future plan deficiencies; however, there are no known deficiencies. During 2006, the Company was a participant in approximately 217 collective bargaining agreements covering approximately 7,100 employees. These agreements typically expire within 1 to 3 years.
The Company sponsors a defined contribution retirement savings plan. Profit sharing contributions were made to the plan in 2004. In 2005, the Company enhanced the plan by replacing the profit sharing contribution with an employer match and a discretionary contribution. The expense related to the plan was $17 million, $10 million and $4 million for the fiscal years ended December 30, 2006, December 31, 2005 and December 25, 2004, respectively.
15.
Segment, Geographic and Market Data:
The Company has two reportable segments, construction and coal mining. Intersegment sales, if any, are recorded at cost and are eliminated upon consolidation. There were no intersegment sales for the three fiscal years ended December 30, 2006. Operating income is comprised of net sales less all identifiable operating expenses, allocated general and administrative expenses, gain on sale of operating assets, depreciation and amortization. Investment income, interest expense and income taxes have been excluded from segment operations.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.
None.
Item 9A.
Item 9A. Controls and Procedures.
As required by Exchange Act Rule 13a-15(b), the management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control Over Financial Reporting.
As required by Exchange Act Rule 13a-15(d), the Company, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the fourth quarter of the fiscal year ended December 30, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during the fourth quarter of the fiscal year ended December 30, 2006.
Management’s Assessment of Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. The management of the Company has conducted an assessment of the Company’s internal control over financial reporting at December 30, 2006, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that assessment, Management concluded that the Company’s internal control over financial reporting was effective at December 30, 2006.
The Company’s registered public accounting firm, KPMG LLP, has issued an attestation report on Management’s assessment of the Company’s internal control over financial reporting. That report is included below.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Peter Kiewit Sons’, Inc.:
We have audited management’s assessment, included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting appearing under item 9A that Peter Kiewit Sons’, Inc. and subsidiaries (“the Company”) maintained effective internal control over financial reporting as of December 30, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 30, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Peter Kiewit Sons’, Inc. and subsidiaries as of December 30, 2006 and December 31, 2005, and the related consolidated statements of operations, changes in redeemable common stock, comprehensive income and excess of assets over liabilities, cash flows, and related financial statement schedule for each of the years in the three-year period ended December 30, 2006, and our report dated February 27, 2007 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
KPMG LLP
Omaha, Nebraska
February 27, 2007
Limitations on the Effectiveness of Controls.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives, and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future period are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 10 of Part III is incorporated by reference to PKS’ definitive proxy statement for the 2007 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission. However, certain information is set forth in Item 4A, “Executive Officers of the Registrant,” above.
Item 11.
Item 11. Executive Compensation.
The information required by Item 11 of Part III is incorporated by reference to PKS’ definitive proxy statement for the 2007 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 12 of Part III is incorporated by reference to PKS’ definitive proxy statement for the 2007 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 of Part III is incorporated by reference to PKS’ definitive proxy statement for the 2007 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.
Item 14.
Item 14. Principal Accountant Fees and Services.
The information required by Item 14 of Part III is incorporated by reference to PKS’ definitive proxy statement for the 2007 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a)
The following documents are filed as part of this report:
1.
Consolidated Financial Statements as of December 30, 2006 and December 31, 2005 and for the three fiscal years ended December 30, 2006:
Reports of Independent Registered Public Accounting Firm dated February 27, 2007 of KPMG LLP
Consolidated Statements of Operations
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Redeemable Common Stock, Comprehensive Income and Excess of Assets Over Liabilities
Notes to Consolidated Financial Statements
2.
Consolidated Financial Statement Schedules for the three fiscal years ended December 30, 2006:
II - Valuation and Qualifying Accounts and Reserves
Schedules not indicated above have been omitted because of the absence of the conditions under which they are required or because the information called for is shown in the consolidated financial statements or the notes thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PETER KIEWIT SONS’, INC.
By: /s/ Tobin A. Schropp
Date: February 27, 2007
Name:
Tobin A. Schropp
Title:
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Bruce E. Grewcock
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2007
Bruce E. Grewcock
/s/ Michael J. Piechoski
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 27, 2007
Michael J. Piechoski
/s/ Michael J. Whetstine
Controller
(Principal Accounting Officer)
February 27, 2007
Michael J. Whetstine
/s/ Mogens C. Bay
Director
February 27, 2007
Mogens C. Bay
/s/ Scott L. Cassels
Director
February 27, 2007
Scott L. Cassels
/s/ Richard W. Colf
Director
February 27, 2007
Richard W. Colf
/s/ Richard Geary
Director
February 27, 2007
Richard Geary
/s/ Steven Hansen
Director
February 27, 2007
Steven Hansen
/s/ Allan K. Kirkwood
Director
February 27, 2007
Allan K. Kirkwood
/s/ Michael R. McCarthy
Director
February 27, 2007
Michael R. McCarthy
/s/ Christopher J. Murphy
Director
February 27, 2007
Christopher J. Murphy
/s/ Douglas E. Patterson
Director
February 27, 2007
Douglas E. Patterson
Name
Title
Date
/s/ R. Michael Phelps
Director
February 27, 2007
R. Michael Phelps
/s/ Kirk R. Samuelson
Director
February 27, 2007
Kirk R. Samuelson
/s/ Walter Scott, Jr.
Director
February 27, 2007
Walter Scott, Jr.
/s/ Thomas S. Shelby
Director
February 27, 2007
Thomas S. Shelby
/s/ Kenneth E. Stinson
Director
February 27, 2007
Kenneth E. Stinson