UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission file number
June 30, 2003 000-23943
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1842817
(State of Incorporation) (I.R.S. Employer Identification No.)
Kiewit Plaza, Omaha Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 342-2052
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of each of the registrant's classes of
common stock as of August 13, 2003:
Title of Class Shares Outstanding
Common Stock, $0.01 par value 28,552,033
PETER KIEWIT SONS', INC.
Index
Page
- -----------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Condensed Statements of Earnings for the
three and six months ended June 30, 2003 and 2002 2
Consolidated Condensed Balance Sheets as of
June 30, 2003 and December 28, 2002 3
Consolidated Condensed Statements of Cash Flows
for the six months ended June 30, 2003 and 2002 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 13
Item 3. Quantitative and Qualitative Disclosure about Market Risk. 18
Item 4. Controls and Procedures. 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 18
Item 2. Changes in Securities and Use of Proceeds. 19
Item 4. Submission of Matters to a Vote of Security Holders. 19
Item 6. Exhibits and Reports on Form 8-K. 20
Signatures 20
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Independent Accountants' Review Report
The Board of Directors and Stockholders
Peter Kiewit Sons', Inc.:
We have reviewed the consolidated condensed balance sheet of Peter Kiewit
Sons', Inc. and subsidiaries as of June 30, 2003, and the related
consolidated condensed statements of earnings for the three and six month
periods ended June 30, 2003 and 2002, and the consolidated condensed
statements of cash flows for the six month periods ended June 30, 2003 and
2002. These consolidated condensed financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated condensed financial statements referred to
above for them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Peter Kiewit Sons', Inc. and subsidiaries as of December 28, 2002, and the
related consolidated statements of earnings, changes in redeemable common
stock and comprehensive income, and cash flows for the year then ended (not
presented herein); and in our report dated February 28, 2003, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying consolidated condensed
balance sheet as of December 28, 2002, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has
been derived.
(signed) KPMG LLP
Omaha, Nebraska
August 13, 2003
1
PETER KIEWIT SONS', INC.
Consolidated Condensed Statements of Earnings
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
2003 2002 2003 2002
------- ------- ------- -------
(dollars in millions, except per share data)
Revenue $ 903 $ 878 $ 1,709 $ 1,687
Cost of revenue (809) (764) (1,544) (1,512)
-------- -------- -------- --------
94 114 165 175
General and administrative expenses (57) (50) (115) (101)
Gain on sale of operating assets 6 4 9 14
-------- -------- -------- --------
Operating income 43 68 59 88
Other income (expense):
Investment income and equity
earnings, net 7 (2) 10 (9)
Interest expense - - (1) (1)
Other, net 2 2 4 6
-------- -------- -------- --------
9 - 13 (4)
-------- -------- -------- --------
Income before income taxes, cumulative effect
of change in accounting principle and minority
interest 52 68 72 84
Provision for income taxes (20) (28) (28) (34)
Cumulative effect of change in
accounting principle, net of tax - - 3 -
-------- -------- -------- --------
Net income $ 32 $ 40 $ 47 $ 50
======== ======== ======== ========
Basic earnings per share:
Income before cumulative effect of
change in accounting principle$ 1.11 $ 1.37 $ 1.52 $ 1.69
Cumulative effect of change
in accounting principle - - .10 -
-------- -------- -------- --------
Net income $ 1.11 $ 1.37 $ 1.62 $ 1.69
======== ======== ======== ========
Diluted earnings per share:
Income before cumulative effect of
change in accounting principle$ 1.07 $ 1.30 $ 1.46 $ 1.61
Cumulative effect of change
in accounting principle - - .10 -
-------- -------- -------- --------
Net income $ 1.07 $ 1.30 $ 1.56 $ 1.61
======== ======== ======== ========
See accompanying notes to consolidated condensed financial statements.
2
PETER KIEWIT SONS', INC.
Consolidated Condensed Balance Sheets
June 30,
2003 December 28,
(unaudited) 2002
------------- -------------
(dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents $ 266 $ 275
Investments 118 111
Receivables, less allowance of $6 and $13 457 554
Unbilled contract revenue 134 128
Contract costs in excess of related revenue 47 59
Investment in construction joint ventures 206 258
Recoverable income taxes 12 -
Deferred income taxes 60 45
Other 25 22
-------- --------
Total current assets 1,325 1,452
Property, plant and equipment, less accumulated
depreciation and amortization of $498 and $480 341 327
Other assets 94 97
-------- --------
$ 1,760 $ 1,876
======== ========
Liabilities and Redeemable Common Stock
Current liabilities:
Accounts payable, including retainage of
$68 and $67 $ 194 $ 248
Current portion of long-term debt 1 -
Accrued costs on construction contracts 229 195
Billings in excess of related costs and earnings 171 217
Accrued insurance costs 70 66
Accrued payroll 35 37
Other 27 53
-------- --------
Total current liabilities 727 816
Long-term debt, less current portion 24 24
Deferred income taxes 41 31
Accrued reclamation 6 10
Preferred stock, no par value, 250,000 shares authorized,
no shares outstanding - -
Redeemable common stock ($764 million and $849 million aggregate
redemption value):
Common stock, $.01 par value, 125 million shares authorized
28,565,433 and 31,288,355 outstanding - -
Additional paid-in capital 203 223
Accumulated other comprehensive loss (3) (9)
Retained earnings 762 781
-------- --------
Total redeemable common stock 962 995
-------- --------
$ 1,760 $ 1,876
======== ========
See accompanying notes to consolidated condensed financial statements.
3
PETER KIEWIT SONS', INC.
Consolidated Condensed Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
-------------------------
2003 2002
-------- ---------
(dollars in millions)
Cash flows from operations:
Net cash provided by operations $ 104 $ 23
-------- --------
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities - 10
Proceeds from maturities of available-for-sale securities - 2
Purchases of available-for-sale securities (2) (22)
Proceeds from sale of stock warrants 22 -
Additions to notes receivable (2) -
Proceeds from sales of property, plant and equipment 15 20
Acquisitions - (17)
Capital expenditures (60) (83)
Payments received on notes receivable 3 1
-------- --------
Net cash used in investing activities (24) (89)
-------- --------
Cash flows from financing activities:
Repurchases of common stock (74) (41)
Dividends paid (22) (21)
-------- --------
Net cash used in financing activities (96) (62)
-------- --------
Effect of exchange rates on cash 7 -
-------- --------
Net decrease in cash and cash equivalents (9) (128)
Cash and cash equivalents at beginning of period 275 216
-------- --------
Cash and cash equivalents at end of period $ 266 $ 88
======== ========
Non-cash investing activities:
Stock warrants returned to owner as part of a
contract settlement 3 -
See accompanying notes to consolidated condensed financial statements.
4
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements
1. Basis of Presentation:
The consolidated condensed balance sheet of Peter Kiewit Sons', Inc.
("PKS", which together with its subsidiaries is referred to herein as
the "Company") at December 28, 2002 has been condensed from the
Company's audited balance sheet as of that date. All other financial
statements contained herein are unaudited and, in the opinion of
management, contain all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of financial
position and results of operations and cash flows for the periods
presented. The Company's accounting policies and certain other
disclosures are set forth in the notes to the consolidated financial
statements contained in the Company's Annual Report on Form 10-K.
Management believes that the disclosures are adequate to make the
information presented not misleading.
The Company became aware of an accounting error that occurred during
the fourth quarter of 2002 on a nonsponsored joint venture. The error
resulted in an overstatement of 2002 net income by $4 million. The
Company has corrected the error during the six months ended June 30,
2003. The Company does not believe that the correction of this error
is material to 2002 operations nor will it be material to 2003
operations. Excluding this adjustment, net income for the six months
ended June 30, 2003 was $51 million.
The results of operations for the six months ended June 30, 2003 are
not necessarily indicative of the results to be expected for the full
year.
When appropriate, items within the consolidated condensed financial
statements have been reclassified in the previous periods to conform
to current year presentation.
2. Acquisitions:
On June 28, 2002, a subsidiary of the Company acquired the remaining
20% minority interest in ME Holding Inc. ("ME"), an electrical
subcontractor located in Boston, Massachusetts. The payment for such
minority interest was $17 million.
The following table summarizes the estimated fair value of the ME
assets acquired and liabilities assumed at the date of acquisition.
June 30,
2002
---------------
(dollars in millions)
Current assets $ 29
Property and equipment 1
Non-tax deductible goodwill 1
----------
Total assets acquired 31
Current liabilities assumed 14
----------
Net assets acquired $ 17
==========
5
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
3. Change in Accounting Principle:
Effective December 29, 2002, the Company adopted, as required, the
provisions of Statement of Financial Accounting Standards No. 143
(SFAS 143), "Accounting for Asset Retirement Obligations." SFAS 143
establishes new reporting standards of accounting for the Company's
reclamation liability associated with its coal mining operation. The
new reporting standards require retirement obligations to be measured
at fair value and displayed as a liability when incurred. Associated
asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset and subsequently allocated to expense over the
asset's useful life. Prior to implementing SFAS 143, reclamation
liability was provided without regard to the time value of money.
The cumulative effect of implementing SFAS 143 resulted in an increase
in net income of $3 million or $.10 per share for the six months ended
June 30, 2003.
The following unaudited pro forma information reflects the Company's
results for the three and six months ended June 30, 2003 and 2002 as
if the change had been retroactively applied:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ------------------
2003 2002 2003 2002
------ ------ ------ ------
(dollars in millions, except per share data)
Net income $ 32 $ 41 $ 44 $ 50
====== ====== ====== ======
Net earnings per share:
Basic $ 1.11 $ 1.36 $ 1.52 $ 1.68
====== ====== ====== ======
Diluted $ 1.07 $ 1.30 $ 1.46 $ 1.60
====== ====== ====== ======
The following unaudited, pro-forma financial information reflects the
Company's reclamation liability at December 28, 2002 as if the change had
been retroactively applied:
December 28,
2002
-----------------
(dollars in millions)
Reported reclamation liability, current and noncurrent $ 11
Adjustment for SFAS 143 (5)
-------
Adjusted reclamation liability, current and noncurrent $ 6
=======
Reclamation liabilities incurred, liabilities settled and accretion expense
were all less than $1 million for the six months ended June 30, 2003.
6
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
4. Earnings Per Share:
Basic earnings per share has been computed using the weighted average
number of shares outstanding during each period. Diluted earnings per
share gives effect to convertible debentures considered to be dilutive
common stock equivalents. The potentially dilutive convertible
debentures are calculated in accordance with the "if converted"
method. This method assumes that the after-tax interest expense
associated with the debentures is an addition to income and the
debentures are converted into equity with the resulting common shares
being aggregated with the weighted average shares outstanding.
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ------------------
2003 2002 2003 2002
------ ------ ------ ------
(dollars in millions, except per share data)
Net income available to common
Stockholders $ 32 $ 40 $ 47 $ 50
Add: Interest expense, net of tax effect,
associated with convertible
debentures * * * *
------- ------- ------- -------
Net income for diluted shares $ 32 $ 40 $ 47 $ 50
======= ======= ======= =======
Total number of weighted average shares outstanding used
to compute basic earnings per share
(in thousands) 28,665 29,767 28,846 29,875
Additional dilutive shares assuming
conversion of convertible
debentures 1,260 1,614 1,272 1,616
------- ------- ------- -------
Total number of shares used to compute
diluted earnings per share 29,925 31,381 30,118 31,491
====== ====== ====== ======
Net income:
Basic earnings per share $ 1.11 $ 1.37 $ 1.62 $ 1.69
====== ====== ====== ======
Diluted earnings per share $ 1.07 $ 1.30 $ 1.56 $1.61
====== ====== ====== ======
* Interest expense attributable to convertible debentures was less than $.5
million
7
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
5. Financial Instruments:
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 on uncompleted
projects, the majority of which is expected to be collected within one
year, is included in receivables at June 30, 2003 and December 28,
2002.
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.
During the six months ended June 30, 2003, stock warrants of $3
million were retained by the project owner as part of a contract
settlement, and the remaining stock warrants were sold in a separate
transaction. Included in escrowed securities at December 28, 2002 are
stock warrants that are carried at fair value as of that date. Such
fair value is based on a valuation model. Unrealized gains and losses
are recognized as a component of investment income in the Consolidated
Statement of Earnings.
The following summarizes the components of retainage on uncompleted
projects which is not yet due included in receivables at June 30, 2003
and December 28, 2002:
June 30, December 28,
2003 2002
------------- -------------
(dollars in millions)
Escrowed securities:
Stock warrants $ - $ 19
Other securities, primarily money market accounts
and governmental securities 39 39
------ -------
39 58
Other retainage held by owners in cash and cash
Equivalents 89 94
------ -------
$ 128 $ 152
====== =======
Also included in accounts receivable at June 30, 2003 and December 28, 2002
are $4 million and $1 million, respectively, of securities held by the
owners which are now due as the contracts are completed.
8
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
6. Goodwill and Intangible Assets:
Amortized intangibles consist of the following at June 30, 2003 and
December 28, 2002:
June 30, 2003 December 28, 2002
--------------------------------- ----------------------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
--------------- ------------ -------------- ------------
(dollars in millions)
Coal contracts $ 59 $ (10) $ 59 $ (9)
Other 3 - 3 -
------ ------ ------ ------
$ 62 $ (10) $ 62 $ (9)
======= ======= ======= =======
For the three months ended June 30, 2003 and 2002, amortization expense
recognized on intangibles were $1 million and $1 million, respectively.
Amortization expense recognized on intangibles for the six months ended
June 30, 2003 and 2002 were $2 million and $2 million, respectively.
Future amortization expense is estimated to be $4 million for each of
the fiscal years ended 2003-2007.
There were no changes in goodwill at June 30, 2003 from the net carrying
amount of $27 million at December 28, 2002.
7. Comprehensive Income:
Comprehensive income includes net income, unrealized gains (losses) on
securities and foreign currency translation adjustments, which are
charged or credited to the cumulative translation account within
Redeemable Common Stock. Comprehensive income for the three and six
months ended June 30, 2003 and 2002 is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
(dollars in millions)
Net income $ 32 $ 40 $ 47 $ 50
Other comprehensive income, before tax:
Unrealized gains (losses) arising
during period 5 (3) 5 (5)
Foreign currency translation
Adjustments - 3 5 3
Income tax (expense) benefit related to items of other
comprehensive income (2) - (4) 1
------ ------ ------ ------
Comprehensive income $ 35 $ 40 $ 53 $ 49
====== ====== ====== ======
9
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
8. Segment Data:
The Company primarily operates in the construction industry and
currently has one reportable operating segment. The Construction
segment performs services for a broad range of public and private
customers primarily in North America. Construction services are
performed in the following construction markets: transportation
(including highways, bridges, airports, mass transit and rail); power,
heat, cooling; commercial buildings; sewage and solid waste; water
supply/dams; petroleum; mining; and telecommunication infrastructure.
Sources of revenue for the "other" category consist primarily of the
Company's coal sales.
Intersegment sales are recorded at cost. 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. The management fee earned by the Company for mine
management and related coal mining operations services is excluded
from the segment information that follows as it is included in other
income on the Consolidated Statement of Earnings and not included in
operating income. Segment asset information has not been presented as
it is not reported to or reviewed by the chief operating decision
maker.
Three Months Ended Three Months Ended
June 30, 2003 June 30, 2002
------------------------ ----------------------
Construction Other Construction Other
------------ ----- ------------ -----
(dollars in millions)
Revenue - external customers $ 891 $ 12 $ 868 $ 10
======= ======= ========= =======
Operating income $ 40 $ 3 $ 65 $ 3
======= ======= ========= =======
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
----------------------- -----------------------
Construction Other Construction Other
------------ ----- ------------ -----
(dollars in millions)
Revenue - external customers $ 1,686 $ 23 $ 1,665 $ 22
======= ======== ========= =======
Operating income $ 54 $ 5 $ 81 $ 7
======= ======= ========= =======
9. Other Matters:
Materials Spin-Off:
In connection with the September 30, 2000 spin-off of Kiewit Materials
Company ("Materials") by PKS, Materials and PKS entered into a Tax
Sharing Agreement (the "Tax Sharing Agreement"). Under the Tax
Sharing Agreement, with respect to periods, or portions thereof,
ending on or before the spin-off, Materials and PKS generally will be
responsible for paying the taxes relating to such returns, including
any subsequent adjustments resulting from the redetermination of such
tax liabilities by the applicable taxing authorities, that are
allocable to the materials business and construction business,
respectively. The Tax Sharing Agreement also provides that Materials
and PKS will indemnify the other from certain taxes and expenses that
would be assessed if the spin-off were determined to be taxable, but
solely to the extent that such determination arose out of the breach
by Materials or PKS, respectively, of certain representations made to
the Internal Revenue Service in connection with the private letter
ruling issued with respect to the spin-off.
10
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
9. Other Matters, Continued:
Other:
On April 25, 2001, Bibb and Associates, Inc. ("Bibb"), a subsidiary of
PKS, was served with a complaint (the "Complaint") filed in the
Circuit Court of Jackson County, Missouri (the "Court"), in an action
brought by Kansas City Power & Light ("KCPL") with respect to a
January 13, 1999 explosion at KCPL's Hawthorn No. 5 power plant. The
Complaint lists a total of 13 defendants, and generally alleges as to
Bibb, strict liability, negligence, professional gross negligence,
fraud, negligent misrepresentation and wrongful inducement to
contract. The Complaint also names PKS, and alleges that PKS is
either the alter ego of Bibb or the successor to Bibb's liability.
The Complaint alleges damages in excess of $450 million including
property damage, costs of replacement of power and lost profits. On
November 21, 2002, PKS filed a motion to dismiss all claims against it
for lack of personal jurisdiction. On June 25, 2003, the Court
granted PKS' motion and dismissed all claims against PKS. PKS
believes that the factual allegations and legal claims asserted
against Bibb are without merit and intends to vigorously defend them.
On November 19, 2002, a suit was filed in the District Court, City and
County of Broomfield, Colorado for an unspecified amount of damages by
Gary Haegle, derivatively on behalf of Level 3 Communications, Inc.
("Level 3"), against Walter Scott, Jr., James Q. Crowe, R. Douglas
Bradbury, Charles C. Miller, III, Kevin V. O'Hara, Mogens C. Bay,
William L. Grewcock, Richard Jaros, Robert E. Julian, David C.
McCourt, Kenneth E. Stinson, Michael B. Yanney, Colin V. K. Williams
(collectively, the "Level 3 Directors") and PKS. The suit alleges
that the Level 3 Directors breached their fiduciary duty with respect
to various transactions between Level 3 and PKS, and that PKS aided
and abetted the Level 3 Directors in their alleged breach of fiduciary
duty. The suit also alleges that PKS exercised improper control over
certain of the Level 3 Directors. PKS believes that the factual
allegations and legal claims made against it are without merit and
intends to vigorously defend them.
On August 7, 2003, BBC-MEC, a Joint Venture (the "Joint Venture"), and
its two joint venture partners, including Mass. Electric Construction
Co., a subsidiary of PKS ("Mass Electric"), received "target letters"
from the U.S. Department of Justice and the United States Attorney for
the District of Connecticut ("DOJ"), notifying the Joint Venture and
its joint venture partners that each is a target of a criminal
investigation in connection with a certain portion of the work
performed by the Joint Venture to electrify a high speed rail line
from New Haven, Connecticut, to Boston, Massachusetts. The target
letters specified potential violations of various federal statutes
based on allegations of misconduct in connection with a portion of the
work, and indicated that the DOJ anticipated seeking an indictment
from a grand jury by December 31, 2003. Neither the Joint Venture nor
its joint venture partners believe they have violated any law in
connection with the work.
The Company is involved in various other 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.
During the six months ended June 30, 2003, the Company recognized
additional operating income from $14 million of claim settlements on
sole contract and joint venture projects. During the six months ended
June 30, 2003, the Company also recognized additional operating income
from a $23 million reduction in a sole contract job loss after an
agreement was reached with the project owner.
It is customary in the Company's industry to use various financial
instruments in the normal course of business. These instruments
include items such as letters of credit. Letters of credit are
conditional commitments issued on behalf of the Company in accordance
with specified terms and conditions. The Company has informal
arrangements with a number of banks to provide such commitments. As
of June 30, 2003, the Company had outstanding letters of credit of
approximately $157 million.
11
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
10. Recent Accounting Pronouncements:
In April 2002, the Financial Accounting Standards Board "FASB" issued
Statement of Financial Accounting Standards "SFAS" No. 145 (SFAS 145),
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13 and Technical Corrections. The Company adopted SFAS
145 in 2003. Adoption of SFAS 145 did not have an impact on the
Company's financial statements.
In July 2002, the FASB issued Statement of Financial Accounting
Standards SFAS No. 146 (SFAS 146), "Accounting For Costs Associated
with Exit or Disposal Activities." The Company adopted SFAS 146 in
2003. Adoption of SFAS 146 did not have an impact on the Company's
financial statements.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN 45 expands on the accounting guidance of SFAS No. 5, 57 and 107
and incorporates without change the provisions of FASB Interpretation
No. 34, which is being superseded. FIN 45 elaborates on existing
disclosure requirements for most guarantees, including standby letters
of credit. It also clarifies that guarantees must be recognized as an
initial liability for fair value, or market value, of the obligations
assumed under the guarantee and that this information must be
disclosed in interim and annual financial statements. FIN 45 applies
on a prospective basis to guarantees issued or modified after December
31, 2002. The Company adopted FIN 45 in 2003. The adoption of FIN 45
did not have an impact on the Company's financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN
46"), "Consolidation of Variable Interest Entities." FIN 46 addresses
the consolidation of variable interest entities in which the equity
investment at risk is not sufficient to permit the entity to finance
its activities without additional subordinated financial support from
other parties, or the equity investors lack one or more of the
essential characteristics of a controlling financial interest. FIN 46
requires enterprises to consolidate and disclose existing
unconsolidated variable interest entities in which they are the
primary beneficiaries if the entities do not effectively disperse risk
among the parties involved. FIN 46 also requires disclosures by an
enterprise holding significant interests in variable interest entities
in which it is not a primary beneficiary. FIN 46 applies immediately
to variable interest entities created or in which interest is obtained
after January 31, 2003. FIN 46 applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable interest
entities in which an interest was acquired before February 1, 2003.
The Company is currently assessing the impact of the adoption of FIN
46 on those entities acquired before February 1, 2003. No significant
interests in entities have been acquired after January 31, 2003. The
Company does not anticipate the adoption of FIN 46 to have a material
effect on its consolidated financial position or results of
operations. The preliminary assessment is that the Company's
investment in construction joint ventures does not qualify as a
variable interest entity.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 ("SFAS 150"). This Statement establishes standards
for how certain financial instruments with characteristics of both
liabilities and equity are classified and measured by the issuer. In
certain instances, mandatorily redeemable stock previously classified
as equity will be required to be disclosed as a liability. SFAS 150
will be effective for the Company's next fiscal year beginning
December 28, 2003. Management is currently assessing the potential
impact of SFAS 150 on the Company's financial statements.
12
PETER KIEWIT SONS', INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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 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 or 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.
Results of Operations - Second Quarter 2003 vs. Second Quarter 2002
Revenue.
Revenue for the second quarter of 2003 consisted of $592 million from
sole contracts, $299 million from joint ventures and $12 million from other
sources. Total revenues increased $25 million or 2.8% from the same period
in 2002. The increase was primarily attributable to a $61 million increase
in revenue on two significant joint venture bridge projects located in
California and Washington, and a $23 million increase in revenue on two
significant transportation projects located in Colorado and Illinois.
Partially offsetting this increase was a decrease in various sole contract
projects of $26 million and other various joint ventures of $31 million.
Contract backlog was $3.8 billion and $4.2 billion at June 30, 2003 and
December 28, 2002, respectively. The decrease in backlog is primarily due to
less new work awarded during the six months ended June 30, 2003 than the
historical average for the same period. Backlog included $2.2 billion for
sole contracts and $1.6 billion for the Company's share of joint ventures at
June 30, 2003. Foreign operations, located primarily in Canada, represent
6.7% of backlog at June 30, 2003. Domestic projects are spread
geographically throughout the U.S. The Company's share of a highway contract
in Colorado and bridge contracts in California and Washington make up 44% of
total backlog at June 30, 2003.
Margin.
Margins for the second quarter of 2003 consisted of $56 million from
sole contracts, $33 million from joint ventures and $5 million from other
sources. Total margin decreased $20 million or 17.5% from the same period in
2002. Total margin as a percentage of revenue for the second quarter of 2003
decreased to 10.4% compared to 13.0% in 2002. The decreased margin is
primarily attributable to an increase of $8 million in sole contract and
joint venture losses and a $3 million charge related to escrow securities
retained by the project owner as part of a contract settlement. Also
contributing to the decrease in margins were significant increases in job
cost overruns for the three months ended June 30, 2003 as compared to the
same period in 2002. The increase in job losses was partially offset by an
increase of $6 million in claim settlements on sole contract and joint
venture projects for the second quarter of 2003 when compared to the same
period in 2002.
General and Administrative Expenses.
General and administrative expenses for the second quarter of 2003
increased $7 million from the same period in 2002. As a percentage of
revenue, general and administrative expenses for the second quarter of 2003
increased to 6.3% compared to 5.7% for the same period in 2002. Overall, the
Company experienced an increase in general and administrative expenses,
primarily compensation and travel, as a result of several operating offices
expanding to markets outside of their previous territories. Other
contributing factors are increases in profit sharing expense of $1 million
and other compensation expense of $3 million.
Gain on Sale of Operating Assets.
Net gains on the disposition of property, plant and equipment and other
assets during the second quarter of 2003 increased $2 million from the same
period in 2002. 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.
13
Investment Income and Equity Earnings, net.
Investment income and equity earnings increased $9 million for the
second quarter of 2003 from the same period in 2002. The Company sold its
investment in stock warrants during the second quarter of 2003 and recognized
a $5 million gain (comprised of a $3 million gain on the sale and an
unrealized gain of $2 million due to change in market value prior to the
sale) as compared to a $3 million unrealized holding loss recognized for the
same instruments during the second quarter of 2002.
Other, net.
Other income is comprised primarily of mine management fee income. Fees
for these services for the second quarter of 2003 and 2002 were each $1
million. The Company's fee is a percentage of adjusted operating income of
coal mines managed, as defined in a mine management agreement. The mines
earn the majority of their revenues under long-term contracts. The remainder
of the mines' sales are made on the spot market where prices are
substantially lower than those of the long-term contracts.
Provision for income taxes.
The effective income tax rates for the second quarter of 2003 and 2002
were 38% and 40%, respectively. In 2002, the rate differs from the federal
statutory rate of 35% primarily due to state income taxes and costs
capitalized for tax purposes in anticipation of a corporate conversion to a
limited partnership. In 2003, the rate decreased as the Company abandoned
its pursuit of a potential conversion to a limited partnership and deducted
the accumulated costs during the second quarter of 2003 which were previously
capitalized for tax purposes.
Results of Operations - Six Months 2003 vs. Six Months 2002
Revenue.
Revenue for the six months ended June 30, 2003 consisted of $1,124
million from sole contracts, $562 million from joint ventures and $23 million
from other sources. Total revenues increased $22 million or 1.3% from the
same period in 2002. The increase was primarily attributable to a $108
million increase in revenue on two significant joint venture bridge projects
located in California and Washington, and $64 million on two significant
transportation projects located in Colorado and Illinois. Offsetting this
increase was a $27 million decrease in a significant fiber optic project that
was completed during 2002, a decrease in various sole contract projects of
$79 million, and a decrease in other various joint ventures of $45 million.
Margin.
Margins for the six months ended June 30, 2003 consisted of $103 million
from sole contracts, $53 million from joint ventures and $9 million from
other sources. Total margin decreased $10 million or 5.7% from the same
period in 2002. Total margin as a percentage of revenue for the six months
ended June 30, 2003 decreased to 9.7% compared to 10.4% in 2002. The
decreased margin is primarily attributable to an increase of $31 million in
sole contract and joint venture losses, an $8 million decrease in a
significant fiber optic project that was completed during 2002 and a $3
million charge related to escrow securities retained by the project owner as
part of a contract settlement. Also contributing to the decrease in margins
were significant increases in job cost overruns for the six months ended June
30, 2003 as compared to the same period in 2002. The increase in job losses
were partially offset by a $23 million reduction in a sole contract job loss
after an agreement was reached with the project owner and an increase of $14
million in claim settlements on sole contract and joint venture projects for
the six months ended June 30, 2003.
14
General and Administrative Expenses.
General and administrative expenses for the six months ended June 30,
2003 increased $14 million from the same period in 2002. As a percentage of
revenue, general and administrative expenses for the six months ended
June 30, 2003 increased to 6.7% compared to 6.0% for the same period in 2002.
Overall, the Company experienced an increase in general and administrative
expenses, primarily compensation and travel, as a result of several operating
offices expanding to markets outside of their previous territories. Other
contributing factors are increases in profit sharing expense of $4 million
and other compensation expense of $4 million.
Gain on Sale of Operating Assets.
Net gains on the disposition of property, plant and equipment and other
assets during the six months ended June 30, 2003 decreased $5 million from
the same period in 2002. 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.
Investment Income and Equity Earnings, net.
Investment income and equity earnings increased $19 million for the six
months ended June 30, 2003 from the same period in 2002. The Company sold
its investment in stock warrants during the six months ended June 30, 2003
and recognized a $6 million gain (comprised of a $3 million gain on the sale
and an unrealized gain of $3 million due to change in market value prior to
the sale) as compared to a $12 million unrealized holding loss for the same
period in 2002.
Other, net.
Other income is comprised primarily of mine management fee income. The
Company's fee is a percentage of adjusted operating income of coal mines
managed, as defined in a mine management agreement. The mines earn the
majority of their revenues under long-term contracts. The remainder of the
mines' sales are made on the spot market where prices are substantially lower
than those of the long-term contracts. Fees for these services for the six
months ended June 30, 2003 decreased $1 million from the same period in 2002.
The decrease was primarily attributed to a decrease in operating income
related to restructuring charges incurred at one of the mines during the six
months ended June 30, 2003.
Provision for income taxes.
The effective income tax rates for the six months ended June 30, 2003
and 2002 were 39% and 40%, respectively. In 2002, the rate differs from the
federal statutory rate of 35% primarily due to state income taxes and costs
capitalized for tax purposes in anticipation of a corporate conversion to a
limited partnership. In 2003, the rate decreased as the Company abandoned
its pursuit of a potential conversion to a limited partnership and deducted
the accumulated costs during the second quarter of 2003 which were previously
capitalized for tax purposes.
Financial Condition - June 30, 2003 vs. December 28, 2002
Cash and cash equivalents decreased $9 million to $266 million at
June 30, 2003 from $275 million at December 28, 2002. The decrease reflects
net cash provided by operations of $104 million and effect of exchange rates
of $7 million, offset by net cash used in investing activities of $24 million
and $96 million used in financing activities.
Net cash provided by operating activities for the six months ended
June 30, 2003 increased by $81 million to $104 million as compared to the
same period in 2002. This increase was primarily due to decreased working
capital requirements for construction contracts. Cash provided or used by
operating activities 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.
15
Net cash used in investing activities for the six months ended June 30,
2003 decreased by $65 million to $24 million as compared to the same period
in 2002. This decrease was due primarily to a decrease of cash used for
capital expenditures of $23 million, predominately related to the development
of an operating office in Texas during 2002, proceeds received from the sale
of stock warrants during 2003 of $22 million, a decrease in purchases of
securities of $20 million and a $17 million decrease in acquisitions. This
decrease was partially offset by a reduction in proceeds from sales and
maturities of available-for-sale securities and property, and sales of plant
and equipment of $17 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 six months ended June 30,
2003 increased by $34 million to $96 million as compared to the same time
period in 2002. This increase was primarily due to an increase in
repurchases of common stock of $33 million.
Liquidity.
During the six months ended June 30, 2003 and 2002, the Company expended
$60 million and $100 million, respectively, on capital expenditures and
acquisitions, net of cash. 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, historically 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 and the payment of dividends. As of June 30, 2003,
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 is $1
million. PKS paid dividends during the six months ended June 30, 2003 and
2002 of $22 million and $21 million, respectively. These amounts were
determined by the Board of Directors and were paid in January and May of each
such year. The Company also has the commitment to repurchase Common Stock at
any time during the year from shareholders.
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 terms satisfactory to it. The Company believes that, to
the extent necessary, it will likewise be able to borrow funds on acceptable
terms for the foreseeable future.
Critical Accounting Policies.
Revenue Recognition - Construction Contracts:
The Company, through its subsidiaries, operates as a general contractor
throughout North America and engages in various types of construction projects
for both public and private owners. Credit risk is minimal with public
(government) owners since the Company ascertains that funds 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 government. However, in the event of termination, the Company
is entitled to receive the contract price on completed work and reimbursement
of 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.
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
company's ability to bid on new projects is affected by many factors, including
its ability to obtain performance bonds. Currently, the Company has not
experienced, nor does management anticipate, any problems securing performance
bonds on future projects. The volume and profitability of the Company's
construction work depends to a significant extent upon the general state of the
economies of North America and the volume of work available to contractors.
The Company's construction operations could be adversely affected by labor
stoppages or shortages, adverse weather conditions, shortages of supplies or
other governmental action.
16
The Company uses the percentage of completion method of accounting. For
fixed-price construction contracts, an estimated percentage of completion for
each contract, as determined by the Company's engineering estimate based on the
amount of work performed, is applied to total estimated revenue. For cost-plus
construction contracts, the percentage of completion, based upon costs incurred
divided by projected costs, is applied to total estimated profit. Revenue is
then derived by combining this estimated profit with costs incurred to date.
Provision is made for the entire amount of future estimated losses on
construction contracts in progress; claims for additional contract
compensation, however, are not reflected in the accounts until the period in
which such claims are settled. Claims are considered settled when cash is
received or upon receipt of a signed written agreement with respect to such
claims. 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.
In accordance with industry practice, amounts realizable and payable under
contracts which may extend beyond one year are included in current assets and
liabilities.
Investments:
The Company evaluates its investments for other than temporary declines in
value. Several factors are analyzed in evaluating investments including an
analysis of the relevant company, its industry, valuation levels and subsequent
developments. Unrealized losses that are determined to be other than temporary
are recognized in income.
Construction Joint Ventures:
The Company participates in various construction joint venture
partnerships. 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. Investments in construction joint ventures
are accounted for under the equity method in the consolidated balance sheet.
The Company accounts for its share of the operations of the construction joint
ventures on a pro rata basis in the consolidated statements of earnings 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."
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. The estimated useful lives of the Company's 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. It is at least reasonably
possible that the estimate of ultimate liability will be revised in the near-
term.
17
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
The Company holds a diversified portfolio of investments that includes
cash, high quality commercial paper with maturities of less than 90 days, US
Government debt obligations and money market, stock and bond mutual funds.
Except for cash, each of these investments is subject, in varying degrees, to
market risks, interest rate risks, economic risks and credit risks. These
risks, among others, can result in loss of principal. The majority of the
Company's investments consist of holdings in a money market mutual fund.
In addition, the Company is a limited partner in an investment limited
partnership. The investment objective of the investment partnership is to
generate current income and capital appreciation while minimizing the
potential for loss of principal. The investment partnership may use a
variety of investment strategies with the principal one being merger
arbitrage. In general, a merger arbitrage strategy involves purchasing the
stock of a company being acquired or merging with another company and selling
short the stock of the acquiring company. A particular merger arbitrage
transaction will either derive a profit or a loss depending on the price
differential between the price of the securities when purchased and the price
ultimately realized when the transaction is completed. The primary risk is
that a loss could result if the transaction is not completed. One of the
goals of the investment partnership is to invest in a diversified portfolio
of these types of transactions to minimize risk of loss. During periods
where merger and acquisition activity slows, the investment partnership may
hold a substantial cash position.
Item 4. Controls and Procedures.
As required by Exchange Act Rule 13a-15(b), PKS management, 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. As required by Exchange Act Rule 13a-15(d), PKS' management,
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 quarter
covered by this report 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
quarter covered by this report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
As previously reported, on April 21, 2001, PKS and a subsidiary of PKS,
Bibb and Associates, Inc. ("Bibb"), were named in a complaint (the
"Complaint") filed by Kansas City Power & Light ("KCPL") in the Circuit Court
of Jackson County, Missouri (the "Court") with respect to a January 13, 1999
explosion at KCPL's Hawthorn No. 5 power plant. The Complaint lists numerous
defendants in addition to PKS and Bibb, and alleges damages in excess of $450
million. On November 21, 2002, PKS filed a motion to dismiss all claims
against it for lack of personal jurisdiction. On June 25, 2003, the Court
granted PKS' motion and dismissed all claims against PKS.
On August 7, 2003, BBC-MEC, a Joint Venture (the "Joint Venture"), and
its two joint venture partners, including Mass. Electric Construction Co., a
subsidiary of PKS ("Mass Electric"), received "target letters" from the U.S.
Department of Justice and the United States Attorney for the District of
Connecticut ("DOJ"), notifying the Joint Venture and its joint venture
partners that each is a target of a criminal investigation in connection with
a certain portion of the work performed by the Joint Venture to electrify a
high speed rail line from New Haven, Connecticut, to Boston, Massachusetts.
The target letters specified potential violations of various federal statutes
based on allegations of misconduct in connection with a portion of the work,
and indicated that the DOJ anticipated seeking an indictment from a grand
jury by December 31, 2003. Neither the Joint Venture nor its joint venture
partners believe they have violated any law in connection with the work.
18
Item 2. Changes in Securities and Use of Proceeds.
At PKS' June 28, 2003 annual meeting of stockholders, the stockholders
approved an amendment to PKS' Restated Certificate of Incorporation
("Certificate") to permit qualified financial institutions to which PKS'
$.0.01 par value common stock ("Common Stock") has been pledged to own such
Common Stock upon foreclosure of such Common Stock. As a result of such
amendment, qualified financial institutions, which prior to such amendment
were permitted to take a security interest in shares of Common Stock, are now
permitted to own shares of Common Stock upon foreclosure of such Common
Stock. Such Common Stock, however, remains subject to the transfer
restriction and other ownership provisions set forth in the Certificate. In
addition, qualified financial institutions are required at any time upon five
(5) days' written notice and demand by PKS to sell such Common Stock back to
PKS and no Common Stock owned by a qualified financial institution is
entitled to any voting rights.
Item 4. Submission of Matters to a Vote of Security Holders.
PKS's annual meeting of stockholders was held on June 28, 2003. The
holders of 27,989,227 of the 28,710,623 outstanding shares of Common Stock
were present in person or by proxy at the annual meeting. At such meeting,
the following matters were submitted to a vote and approved by the
stockholders:
1. Selection of Directors. A slate of nominees for director was
proposed by the incumbent directors. No additional nominations were received
and all of the nominees proposed by the board were elected to serve one-year
terms.
Director Nominee Votes For Withheld
---------------- --------- --------
Mogens C. Bay 27,967,109 22,118
Richard W. Colf 27,967,109 22,118
Richard Geary 27,967,109 22,118
Bruce E. Grewcock 27,967,109 22,118
William L. Grewcock 27,967,109 22,118
Allan K. Kirkwood 27,967,109 22,118
Michael R. McCarthy 27,967,109 22,118
Douglas E. Patterson 27,927,347 61,880
Walter Scott, Jr. 27,967,109 22,118
Kenneth E. Stinson 27,967,109 22,118
George B. Toll, Jr. 27,215,629 773,598
2. Certificate Amendment. Approval of an amendment to Article Sixth
(D)(3)(e) of the Certificate to permit qualified financial institutions to
which Common Stock has been pledged to own such Common Stock upon foreclosure
of such Common Stock, which required the affirmative vote of the holders of
at least 80% of the issued outstanding shares of Common Stock:
Affirmative Votes Negative Votes Abstentions
----------------- -------------- -----------
26,801,375 272,942 914,910
19
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
4.1 Restated Certificate of Incorporation.
4.2 Form of Employee Repurchase Agreement.
15.1 Letter re unaudited interim financial information.
31.1 Rule 15d-14(a) Certification of Chief Executive Officer
31.2 Rule 15d-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification of Chief Executive Officer and
Chief Financial Officer.
(b) Reports on Form 8-K.
Current Report on Form 8-K dated June 2, 2003 reporting the Company's
decision not to continue to pursue a corporate reorganization, which Report was
filed with the Securities and Exchange Commission on June 4, 2003.
Current Report on Form 8-K dated June 25, 2003 reporting the dismissal of
PKS from an action brought by Kansas City Power & Light, which Report was filed
with the Securities and Exchange Commission on July 2, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 13, 2003 PETER KIEWIT SONS', INC.
/s/ Michael J. Piechoski
Michael J. Piechoski
Vice President and Chief Financial Officer
20