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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ______________________ TO _______________________
COMMISSION FILE NO. 1-7775
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-0740960
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3333 MICHELSON DRIVE
IRVINE, CALIFORNIA 92730
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 975-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
Common Stock, $0.625 par value REGISTERED
New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. X
---
The aggregate market value of the registrant's voting stock held by non-
affiliates was $3,306,756,021 on January 12, 1994, based upon the average
between the highest and lowest sales prices of the registrant's Common Stock as
reported in the consolidated transactions reporting system.
Common Stock outstanding as of January 12, 1994--82,104,868 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate certain information by reference from the
registrant's Annual Report to stockholders for the fiscal year ended October
31, 1993.
Part III incorporates certain information by reference from the registrant's
definitive proxy statement for the annual meeting of stockholders to be held on
March 8, 1994, which proxy statement will be filed no later than 120 days after
the close of the registrant's fiscal year ended October 31, 1993.
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PART I
ITEM 1. BUSINESS.
Fluor Corporation ("Fluor" or the "Company") was incorporated in Delaware in
1978 as a successor in interest to a California corporation of the same name
that was originally incorporated in 1924. Its executive offices are located at
3333 Michelson Drive, Irvine, California 92730, telephone number (714) 975-
2000.
Through Fluor Daniel, Inc. and other domestic and foreign subsidiaries, the
Company provides engineering, procurement, construction, maintenance and
related technical services on a worldwide basis to an extensive range of
industrial, commercial, utility, natural resources, energy and governmental
clients.
The Company maintains investments in coal-related businesses through its
ownership of Massey Coal Company ("Massey"). In November of 1992, the Company
announced its decision to exit its lead business and classified the business as
a discontinued operation in the Company's consolidated financial statements.
A summary of the Company's operations and activities by business segment and
geographic area is set forth below.
ENGINEERING AND CONSTRUCTION
The Fluor Daniel group of domestic and foreign companies ("Fluor Daniel")
provides a full range of engineering, construction and related services on a
worldwide basis to clients in five broad market sectors: Hydrocarbon,
Industrial, Government, Process and Power. The types of services provided by
Fluor Daniel, directly or through companies or partnerships jointly owned or
affiliations with other companies, include: feasibility studies, conceptual
design, engineering, procurement, project and construction management,
construction, maintenance, plant operations, technical, project financing,
quality assurance/quality control, start-up assistance, site evaluation,
licensing, consulting and environmental services.
Fluor Constructors International, Inc. ("Fluor Constructors") is organized
and operated separately from Fluor Daniel. Fluor Constructors provides
construction management, construction and maintenance services in the United
States and Canada. Fluor Constructors is the Company's union construction arm.
American Equipment Company, a wholly owned Fluor subsidiary, provides
construction equipment, tools and related asset management services to Fluor
Daniel, Fluor Constructors and the construction/maintenance industry at large
through strategically located support centers.
The engineering and construction business is conducted under various types of
contractual arrangements, including cost reimbursable (plus fixed or percentage
fee), all-inclusive rate, unit price, fixed or maximum price and incentive fee
contracts. Contracts are either competitively bid and awarded or individually
negotiated. In terms of dollar amount, the majority of contracts are of the
cost reimbursable type. In certain instances, the Company has guaranteed
facility completion by a scheduled acceptance date and/or achievement of
certain acceptance and performance testing levels. Failure to meet any such
schedule or performance requirements could result in costs that exceed project
profit margins.
The markets served by the business are highly competitive and for the most
part require substantial resources, particularly highly skilled and experienced
technical personnel. There are a large number of companies competing in the
markets served by the business. Competition is primarily centered on
performance and the ability to provide the engineering, planning and management
skills required to complete complex projects in a timely and cost efficient
manner. The business derives its competitive strength from its diversity,
reputation for quality, worldwide procurement capability, project management
expertise, geographic coverage, ability to meet client requirements by
performing construction on either a union or non-
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union basis, ability to execute projects of varying sizes, strong safety record
and lengthy experience with a wide range of services and technologies.
Design and engineering services provided by the business involve the
continual development of new and improved versions of existing processes,
materials or techniques, some of which are patented. However, none of the
existing or pending patents held or licensed by the business are considered
essential to operations. Generally, the development and improvement of
processes, materials and techniques are performed as part of design and
engineering services in connection with the projects undertaken for various
clients.
FLUOR DANIEL
Fluor Daniel serves five broad market sectors: Hydrocarbon, Industrial,
Government, Process and Power. Services are provided through 12 global business
units that focus on specific markets within each sector. The business units
rely on a network of operations centers and regional offices to provide
resources and expertise in support of project execution worldwide.
In the United States, services are provided primarily through Fluor Daniel,
Inc. Principal offices are located in Irvine, California; Greenville, South
Carolina; Houston (Sugar Land office), Texas; Chicago, Illinois; Anchorage,
Alaska; Tulsa, Oklahoma; and Philadelphia, Pennsylvania (Marlton, New Jersey
office). Additional North American operations are conducted through Fluor
Daniel Canada, Inc. in Canada and Fluor Daniel Caribbean, Inc. in Puerto Rico.
The international operations of the group are divided into regional areas.
The Asia Pacific region includes the following operating subsidiaries: Fluor
Daniel Australia Limited; Fluor Daniel China, Inc.; Fluor Daniel Eastern, Inc.
(Indonesia); Fluor Daniel Engineers & Constructors, Ltd. (Hong Kong); Fluor
Daniel (Japan) Inc.; Fluor Daniel (Malaysia) Sdn. Bhd.; Fluor Daniel Pacific,
Inc. (the Philippines); and Fluor Daniel Thailand, Ltd. Operating subsidiaries
for the Europe region include: Fluor Daniel B.V. (the Netherlands); Fluor
Daniel Espana, S.A. (Spain); Fluor Daniel GmbH (Germany); and Fluor Daniel
Limited (England). Operating subsidiaries for the Middle East region include
Fluor Daniel Arabia Limited. Latin American operations are conducted in
Venezuela through Tecnofluor C.A. (a company which is jointly owned with
Tecnoconsult S.A., a Venezuelan engineering company), in Mexico through ICA
Fluor Daniel (a joint equity company with Grupo ICA) and through Fluor Daniel
Chile S.A.
While the United States will remain an important market for Fluor Daniel's
services, increasingly the largest share of opportunities are located outside
the United States. Demand for higher living standards is driving strong
economic growth in developing economies, particularly in the Asia Pacific and
Latin American regions. Expansion of basic industries is increasing fundamental
energy requirements and infrastructure needs. Globalization of markets and
geopolitical change is also stimulating strategic investments in new production
facilities in these emerging markets.
Due largely to weak economies and capital spending within certain United
States, European and Middle Eastern markets, the Government, Process,
Industrial and Power sectors experienced declines in new awards in fiscal 1993
that were only partially offset by an increase in the Hydrocarbon sector. There
continue to be a number of megaproject opportunities, particularly outside the
United States. These projects develop slowly and, therefore, could create
variability in the Company's incoming order and backlog pattern.
The operations of Fluor Daniel are detailed below by market sector.
Hydrocarbon
Services provided to the Hydrocarbon sector include services for refining and
processing plants, production facilities, oil and gas transmission systems and
related facilities for petroleum, petrochemical and natural gas clients. These
services are provided through the Petroleum and Petrochemicals, and Production
and Pipelines business units.
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During fiscal 1993, Hydrocarbon sector domestic contract awards included:
pipeline inspection and right of way services in New York; engineering for an
aromatics project for a refinery in Pennsylvania and pipeline and pump stations
in Alaska; engineering and procurement for a reformulated fuels program in
California and an inter-refinery pipeline in Pennsylvania; engineering,
procurement and construction for an ethylene debottlenecking project for a
refinery in Texas and fire rehabilitation of a refinery in Mississippi; and
engineering, procurement and construction management for a reformulated
gasoline and a clean fuels program, both in California, and a fluid catalytic
cracking unit ("FCCU") revamp in Illinois.
International contract awards included: engineering for a debottlenecking
project in Indonesia, a natural gas liquids recovery facility in Nigeria, fire
rehabilitation of a gas plant in the United Arab Emirates and early production
system equipment, oil field production facilities, pipeline development and oil
field expansion, all in Colombia; engineering and procurement for a chlor-
alkali/ethylene expansion of a petrochemical plant in Saudi Arabia, an effluent
quality upgrade for a refinery in the United Kingdom and a liquid petroleum gas
plant upgrade in the United Arab Emirates; and engineering, procurement and
construction management for a refinery upgrading project in the Netherlands, a
grass roots refinery in Thailand, a hydrotreater upgrade in Canada and a field
gathering and oil production system in Gabon.
Ongoing projects include: engineering for a tertiary-amyl methyl ether
("TAME") unit in Texas; construction in Louisiana of gas reinjection modules
for erection in Alaska; engineering and procurement for a hydrocracker revamp
in California and oil production facilities in Gabon; engineering, procurement
and construction for modifications to a refinery in California; engineering,
procurement and construction assistance for a reformulated gasoline project in
California; and engineering, procurement and construction management for a
refinery upgrading project in the Netherlands, a refinery revamp in Belgium, a
refinery expansion in the Philippines, a pipeline from Argentina to Chile, a
delayed coker in Venezuela and expansion of crude oil production facilities in
Saudi Arabia.
Projects completed in fiscal 1993 included: engineering studies for an oil
pipeline in the Caspian Sea region and various refinery projects in Mexico;
engineering for an alkylation plant revamp and propylene splitter, both in the
United Kingdom, a butane upgrading project and a low sulfur diesel facility,
both in Texas, and a gas injection project in the Netherlands; engineering and
procurement for an offshore oil/gas production facility in the Netherlands and
two naphtha hydrotreaters, one in Minnesota and one in Kentucky; engineering,
procurement and construction for a vinyl acetate plant and a MTBE plant, both
in Texas, a polystyrene plant in China and a diesel hydrotreater in Utah;
engineering, procurement and construction assistance for fire rehabilitation of
a refinery in California; and engineering, procurement and construction
management for a continuous catalytic reformer ("CCR") in Kentucky and a
hydrocracker and catalytic reformer in Texas.
Industrial
Services provided to the Industrial sector include facility maintenance and
operations services as well as a broad range of services to the
telecommunications, transportation, commercial and criminal justice, asbestos
abatement, defense and aerospace, electronics, automotive, general
manufacturing, mining, metals and pulp and paper industries. These services are
provided through the Facility and Plant Services, Pulp and Paper, Mining and
Metals and Industrial business units. As of January, 1993, Fluor Daniel
established a partnership with the United States operations of Jaakko Poyry of
Finland, a pulp and paper engineering and design firm, in an effort to improve
the Pulp and Paper business unit's strategic position when this market
recovers.
During fiscal 1993, Industrial sector domestic contract awards included:
condition assessment for facilities at 12 military installations at various
locations throughout the United States; maintenance for an automotive
manufacturing facility in Tennessee; construction for the modernization of a
pulp mill in Ohio; construction management for a correctional facility
expansion in California, a county jail expansion in Texas and renovation of a
turbine facility and a weave room addition, both in South Carolina; engineering
and
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procurement for a copper electrorefinery in Arizona; engineering and
construction management for an automotive manufacturing plant expansion in
Ohio; engineering, procurement and construction for a blast furnace coal
injection facility in Indiana; and engineering, procurement and construction
management for a grass roots paint shop in Kentucky.
International contract awards during fiscal 1993 included: engineering for a
nickel reverts handling project in Canada; and engineering, procurement and
construction management for a building and garage upgrade in Germany.
Ongoing projects include: construction for an automotive assembly plant in
South Carolina and a newsprint mill in Tennessee; construction management for
a newsprint recycling plant in Australia and airport expansions in Georgia and
Japan; project management for rail transit for the Los Angeles County
Metropolitan Transportation Authority, rail stations for the Federal
Transportation Administration in New York City, a telecommunications upgrade
project for the United States Agency for International Development in Egypt, a
convention center in North Carolina and highway construction in Orange County,
California; maintenance services for a refinery in Mississippi, a tire
manufacturing facility in Tennessee, computer manufacturing plants in Florida,
Texas and North Carolina and automotive facilities in Germany and Hungary;
design and construction management for six embassies in Eastern Europe for the
United States Department of State; engineering, procurement and construction
for an emergency 911 response system for the City of Chicago, Illinois; and
engineering, procurement and construction management for a paper products
plant in Korea, a copper smelter modernization in Utah, a copper mine
expansion in Indonesia and a copper concentrator expansion and solvent
extraction electrowinning copper processing facility, both in Chile.
Projects completed in fiscal 1993 included: operations and maintenance for
the National Aeronautics and Space Administration ("NASA") Johnson Space
Center in Texas; facility maintenance and support services for Lawrence
Livermore National Laboratory in California; project management for highway
construction in California Department of Transportation District 12;
engineering and construction management for a pulp and paper mill in the
United Kingdom and a research and development facility in Arizona;
engineering, procurement and construction for an automobile air bag propellant
plant in Arizona; and engineering, procurement and construction management for
a zinc plant and a copper smelter in Canada, an aluminum cold rolling mill
expansion in Kentucky and an aluminum smelter in Australia (a joint venture
with SNC Lavalin Inc. of Canada and Crooks, Mitchell, Peacock, Stewart, Pty
Limited (CMPS) of Australia).
Government
Services provided to the Government sector include services for projects
involving nuclear and other fuel cycles, nuclear waste disposal and hazardous
waste cleanup, treatment, abatement and removal. Clients include federal,
state and local agencies, quasi-governmental entities and organizations in
private industry and other government prime contractors. These services are
provided through the Advanced Technology and Environmental Services business
units.
During fiscal 1993, Government sector contract awards included:
environmental investigation at various military installations for the United
States Army Corps of Engineers.
Ongoing projects include: environmental remediation management for the
United States Department of Energy ("DOE") former uranium processing plant in
Ohio (the "Fernald Project"); engineering for a DOE waste vitrification plant
in Washington, the DOE nuclear waste repository program and the
reconfiguration of the DOE nuclear weapons program; engineering and
construction management for the DOE Strategic Petroleum Reserve in Louisiana
and for various radar and weather stations located throughout the United
States for the National Oceanic and Atmospheric Administration; environmental
investigation and remediation plan services for a toxic waste site for a
private client in New York; remedial investigation and feasibility studies for
the United States Army Corps of Engineers Hazardous and Toxic Waste Agency's
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environmental program; management and operation services for the Naval
Petroleum and Oil Shale Reserves program for the DOE in Colorado, Utah and
Wyoming; environmental investigation, remediation design and implementation
services for a chemical waste site for a private client in Ohio; and
engineering, procurement, construction management and program management for an
environmental remediation program for a toxic waste site for a group of private
clients in Indiana.
Process
Services provided to the Process sector include services to the food,
beverages, consumer products, synthetic fiber, film, plastics, pharmaceutical,
biotechnology and chemicals industries. These services are provided through the
Chemicals and Plastics, Process and Delta business units. Delta provides work
services worldwide to E.I. du Pont de Nemours and Company under an alliance
agreement.
During fiscal 1993, Process sector domestic contract awards (excluding Delta)
included: engineering for a process and enzyme system in Missouri; construction
of a chemical plant in Louisiana; construction management for a polyester fiber
facility in South Carolina; engineering and procurement for a ethoxylation
project in Texas; engineering, procurement and construction of a
hydrochlorofluorocarbon plant in Kentucky, a plastics stretch project in
Alabama and a food processing plant in Georgia; and engineering, procurement
and construction management of a plastics stretch project in Indiana, a
dextrose expansion project in Illinois and a growth factor fermentation plant
in California.
International contract awards included: construction of a grass roots
wastewater facility in Puerto Rico; construction management for a dairy plant
in Germany and a grass roots chemical facility in Puerto Rico; engineering,
procurement and construction for a grass roots polyethylene facility in Mexico;
and engineering, procurement and construction management for a sodium
cromoglycate facility in the United Kingdom and a regional headquarters
building in Venezuela.
Ongoing projects include: construction of a spherilene and ethylene
purification facility in Texas and a chemical fibers plant in North Carolina;
engineering and procurement for an ethylene glycol plant in Canada;
construction management for a pilot plant for pharmaceutical manufacturing in
New Jersey, a tobacco processing plant expansion in North Carolina and a
biotechnology clinical manufacturing facility in Colorado; engineering and
construction for several consumer products facilities in Ohio and a corn
processing plant in Illinois; engineering, procurement and validation for a
synthetic hemoglobin manufacturing facility in Colorado; engineering and
construction management for two tobacco facilities, one in Turkey and one in
the Netherlands; engineering, procurement and construction for an aspartame
facility expansion in the Netherlands, a filter tow facility expansion in the
United Kingdom, an edible food casing facility in South Carolina, personal care
and laundry detergent manufacturing facilities in Ohio and food processing
plants in Texas, Wisconsin, Florida and Georgia; and engineering, procurement,
and construction management for a pharmaceutical plant in Canada and an MTBE
chemical complex in Saudi Arabia.
Projects completed in fiscal 1993 included: engineering for two biotechnology
fermentation facilities, one in Pennsylvania and one in Puerto Rico;
construction of a grass roots additives facility in Alabama; construction
management for a veterinary vaccines manufacturing facility in Nebraska;
engineering and construction for a parenteral and solid dosage facility in
Puerto Rico; engineering and construction management for laundry and
dishwashing detergent manufacturing facilities in Ohio and a boiler in
Illinois; engineering and construction management for a liquid chemical
facility in Ohio; engineering, procurement and construction for the remodel of
an existing acetone recovery facility in the United Kingdom, a cellulose
acetate plant in Tennessee, a chemical plant expansion in the United Kingdom, a
grass roots food additive facility in Iowa, a food processing plant in Kentucky
and an ibuprofen plant in Texas; and engineering, procurement and construction
management for a grass roots biochemical manufacturing facility in Washington
and various cleaning solution manufacturing plants in the United States.
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Delta contract awards for 1993 included: engineering and procurement for a
fibers expansion plant in Holland; engineering, procurement and construction
for a bi-component fibers facility in North Carolina and a turbine generator
in South Carolina; and engineering, procurement and construction management
for a fibers line plant in Luxembourg.
Delta ongoing projects include: evergreen construction and supplemental
maintenance for various chemical and fibers facilities in the United States;
technical services for various chemical and fibers plants in Canada;
construction for a grass roots film facility in Ohio; engineering and
construction management for a grass roots nylon facility in Spain, a bulk
fibers facility expansion in Canada and a grass roots polymer facility in
Singapore; and engineering, procurement and construction for expansion of a
fibers facility in North Carolina.
Delta projects completed in fiscal 1993 included: technical services for
several petrochemical plant expansions in Texas; engineering, procurement and
construction management for a specialty chemicals facility in France;
engineering, procurement and construction for an X-ray film line facility
expansion in North Carolina; and engineering, procurement and construction
management for a grass roots flame retardant fiber facility in Spain.
Power
Services provided to the Power sector include comprehensive services for
utility and non-utility clients in the power generation industry utilizing
nuclear, fossil, hydroelectric, geothermal, waste and bio-fuel generating
technologies. These services are provided through the Power business unit
which includes the Duke/Fluor Daniel partnership concentrating on coal-fired
plants.
During fiscal year 1993, Power sector contract awards included: detailed
engineering for a molten carbonate fuel cell demonstration project in
California and a substation retrofit in Illinois; a five year general services
agreement for an Ohio utility; and engineering, procurement and construction
for a diesel power plant in the Philippines. In addition, a significant number
of existing maintenance and plant modification contracts were renewed in
fiscal 1993.
Ongoing projects include: maintenance and outage support at various plant
sites for a southeastern power generator in Tennessee and Kentucky;
maintenance for nuclear plants in Virginia, South Carolina and Kansas;
maintenance for fossil and gas generation plants in Texas, Louisiana, South
Carolina, Georgia and Australia; operation and maintenance for a 130 megawatt
cogeneration facility in Virginia; engineering and procurement for a 600
megawatt fossil plant repowering in New Jersey; engineering for a laboratory
facility upgrade and nuclear engineering services for a utility, both in
Illinois; engineering for emission monitoring equipment for various power
generating sites of utilities in Texas, Louisiana, Mississippi and Arkansas;
engineering, design and procurement for a 385 megawatt pulverized coal plant
in South Carolina; nuclear, substation and engineering support services
contract for an Illinois utility; and engineering and construction management
for a transmission and distribution system for an Ohio utility.
Projects completed in fiscal 1993 included: nuclear maintenance services for
a utility in North Carolina; nuclear engineering services for a Minnesota
utility; engineering for replacement of steam generators for a nuclear plant
in Connecticut; and engineering, procurement and construction for a 105
megawatt diesel-powered facility in the Philippines.
FLUOR CONSTRUCTORS
Fluor Constructors is organized and operated separately from Fluor Daniel.
Fluor Constructors provides unionized construction management, construction
and maintenance services in the United States and Canada, both independently
and as a subcontractor to Fluor Daniel.
During fiscal 1993, Fluor Constructors contract awards included:
construction management for an aromatics project for a refinery and an inter-
refinery pipeline, both in Pennsylvania, and a blast furnace coal
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injection facility in Indiana; and construction and construction management
for a reformulated gasoline project in California.
Ongoing projects include: maintenance and outage support at various plant
sites for a southeastern power generator in Tennessee and Kentucky;
maintenance for nuclear power plants in Missouri, Florida and Alabama;
construction management for a potable water supply system facility in Nevada,
an Emergency 911 response system in Illinois and a copper smelter in Canada;
and construction and construction management for an ethylene glycol plant
expansion in Canada and fossil power plants in Louisiana, Mississippi and
Arkansas.
Projects completed in fiscal 1993 included: construction and construction
management for replacement of steam generators for a nuclear plant in
Connecticut and two naphtha hydrotreaters, one in Minnesota and one in
Kentucky; construction management for a component test facility for the NASA
Stennis Space Center in Mississippi and environmental improvements to a zinc
plant in Canada; and maintenance for a nuclear power plant in Illinois.
BACKLOG
The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1993 and 1992 (grouped by
business sector):
<TABLE>
<CAPTION>
1993 1992
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(IN MILLIONS OF
DOLLARS)
<S> <C> <C>
Hydrocarbon............. $ 6,198 $ 4,087
Industrial.............. 2,706 2,889
Government.............. 2,520 2,948
Process................. 2,441 3,648
Power................... 889 1,134
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$14,754 $14,706
======= =======
Estimated portion not to
be performed in fiscal
1994: 55%
===
</TABLE>
The dollar amount of the backlog is not necessarily indicative of the future
earnings of Fluor related to the performance of such work. Although backlog
represents only business which is considered to be firm, there can be no
assurance that cancellations or scope adjustments will not occur. Due to
additional factors outside of Fluor's control, such as changes in project
schedules, Fluor cannot predict with certainty the portion of backlog not to
be performed in fiscal 1994.
Approximately $2.5 billion of the Hydrocarbon sector backlog is attributable
to two projects for companies affiliated with Royal Dutch Shell (the Rayong
Refinery project in Thailand and the Pernis Refinery in the Netherlands).
Approximately $2 billion of the Government sector backlog is attributable to
the DOE Fernald Project and subject to government funding determined on an
annual basis.
During fiscal 1993, the backlog of certain business units was reclassified
to reflect an internal realignment of these units between the five market
sectors. This resulted in reclassifying approximately $1 billion of business
in the food and beverage products area from the Industrial sector to the
Process sector. Balances at October 31, 1992 and 1993 have been restated to
conform with the current business unit alignment.
COAL INVESTMENT
A. T. Massey Coal Company, Inc., which is headquartered in Richmond,
Virginia, and its subsidiaries conduct Massey's coal-related businesses and
are collectively referred to herein as the "Massey Companies."
The Massey Companies produce, process and sell bituminous, low sulfur coal
of steam and metallurgical grades from 15 mining complexes (11 of which
include preparation plants) located in West Virginia,
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Kentucky and Tennessee. At October 31, 1993, two of the mining complexes were
still in development and not yet producing coal. A third mining complex is idle
pending negotiation of a labor agreement.
Operations at certain of the facilities are conducted in part through the use
of independent contract miners. The Massey Companies also purchase and resell
coal produced by unrelated companies. Steam coal is used primarily by utilities
as fuel for power plants. Metallurgical coal is used primarily to make coke for
use in the manufacture of steel.
For each of the three years in the period ended October 31, 1993, the Massey
Companies' (a) production (expressed in thousands of short tons) of steam coal
and metallurgical coal, respectively, was 16,048 and 5,163 for fiscal 1993,
13,832 and 3,867 for fiscal 1992, and 13,472 and 3,421 for fiscal 1991, and (b)
sales (expressed in thousands of short tons) of coal produced by it and others,
respectively, were 21,192 and 2,302 for fiscal 1993, 17,538 and 4,402 for
fiscal 1992, and 16,982 and 6,578 for fiscal 1991.
A large portion of the steam coal produced by the Massey Companies is sold to
domestic utilities under long-term contracts. Metallurgical coal is sold to
both foreign and domestic steel producers. Approximately 41% of the Massey
Companies' fiscal 1993 coal production was sold under long-term contracts, 88%
of which was steam coal and 12% of which was metallurgical coal. Approximately
11% of the coal tonnage sold by the Massey Companies in fiscal 1993 was sold on
the export market.
Massey is among the five largest marketers of coal in the United States. The
coal market is a mature market with many strong competitors. Competition is
primarily dependent upon coal price, transportation cost, producer reliability
and characteristics of coal available for sale. The management of Massey
considers Massey to be generally well-positioned with respect to these factors
in comparison to its principal competitors.
On February 22, 1993, the Massey Companies acquired certain assets in Pike
County, Kentucky, from Pittston Coal Company, including an estimated 32 million
tons of undeveloped coal reserves and three million tons of developed coal
reserves with related preparation plant and mining facilities. Since the
undeveloped coal reserves are strategically located near existing mining and
coal processing facilities of the Massey Companies, development capital
requirements will be modest. The economic life of the existing Massey
operations in the vicinity will be significantly extended by this acquisition.
On November 15, 1993, the Massey Companies acquired the assets of W-P Coal
Company located in Logan County, West Virginia. Major components of the W-P
Coal acquisition include approximately 40 million tons of reserves and a modern
preparation plant. Simultaneously with the acquisition, the Massey Companies
entered into a long-term coal supply agreement with Wheeling Pittsburgh Steel
Corporation, a W-P Coal Company affiliate.
Recently passed acid rain legislation is generally anticipated to benefit
prices for low sulfur coal. Massey intends to continue to evaluate and pursue,
in appropriate circumstances, the acquisition of additional low sulfur coal
reserves.
The Coal Industry Retiree Health Benefits Act of 1992 (the "Act") provides
that certain retired coal miners who were members of the United Mine Workers of
America, along with their spouses, are guaranteed health care benefits. The
Massey Companies' obligation under the Act is currently estimated to aggregate
$64 million which will be recognized as expense as payments are assessed.
The management of the Massey Companies estimates that, as of October 31,
1993, the Massey Companies had total recoverable reserves (expressed in
thousands of short tons) of 1,088,601; 456,810 of which are assigned
recoverable reserves and 631,791 of which are unassigned recoverable reserves;
and 799,287 of which are proven recoverable reserves and 289,314 of which are
probable recoverable reserves.
The management of the Massey Companies estimates that approximately 29% of
the total reserves listed above consist of reserves that would be considered
primarily metallurgical grade coal. They also estimate
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that approximately 63% of all reserves contain less than 1% sulfur. A portion
of the steam coal reserves could be beneficiated to metallurgical grade by
coal preparation plants, and a portion of the metallurgical coal reserves
could be sold as high quality steam coal, if market conditions warrant.
"Reserves" means that part of a coal deposit which could be economically and
legally extracted or produced at the time of the reserve determination.
"Recoverable reserves" means coal which is recoverable by the use of existing
equipment and methods under federal and state laws now in effect. "Assigned
recoverable reserves" means reserves which can reasonably be expected to be
mined from existing or planned mines and processed in existing or planned
plants. "Unassigned recoverable reserves" means reserves for which there are
no specific plans for mining and which will require for their recovery
substantial capital expenditures for mining and processing facilities. "Proven
recoverable reserves" refers to deposits of coal which are substantiated by
adequate information, including that derived from exploration, current and
previous mining operations, outcrop data and knowledge of mining conditions.
"Probable recoverable reserves" refers to deposits of coal which are based on
information of a more preliminary or limited extent or character, but which
are considered likely.
DISCONTINUED LEAD OPERATION
In November 1992, the Company announced its decision to exit its lead
business, conducted primarily through The Doe Run Company ("Doe Run"). As a
result, the Company's lead segment has been classified as a discontinued
operation in the Company's consolidated financial statements. During 1993, the
Company made substantial progress toward the disposition of the lead business.
While the outcome of such disposition cannot be determined with certainty at
this time, management's intent to dispose of the lead business remains
unaltered and management believes that a disposal will be accomplished during
fiscal 1994.
OTHER MATTERS
ENVIRONMENTAL, SAFETY AND HEALTH MATTERS
The Company's natural resource operations are affected by federal, state and
local laws and regulations regarding environmental protection and plant and
mine safety and health. It is impossible to predict the full impact of future
legislative or regulatory developments on such operations, because the
standards to be met, as well as the technology and length of time available to
meet those standards, continue to develop and change.
Under the federal Clean Air Act, as amended, which is applicable to Doe
Run's lead smelters, the Environmental Protection Agency ("EPA") is authorized
to promulgate ambient air quality standards for certain identified pollutants.
Each state is required to develop an implementation plan that is designed to
achieve such ambient air quality standards through emission limitations and
related requirements. Upon approval by the EPA, these state implementation
plans become federally enforceable. The State of Missouri is required to
develop implementation plans to control lead emissions from the two Doe Run
lead smelters. An implementation plan was approved by the State for the Buick
smelter on June 24, 1993, and has been submitted to EPA for approval. The
Buick plan requires installation of various projects, but only if the primary
smelter portion of the facility is to be operated. A supplemental
implementation plan was approved for the Herculaneum smelter on June 24, 1993,
and has also been submitted to EPA for approval. The Herculaneum plan requires
the installation of $2.5 million in additional capital projects, with a final
completion date of October, 1994.
In September 1988, the EPA listed primary lead smelter surface impoundment
solids as a hazardous waste under the federal Resource Conservation and
Recovery Act. In anticipation of the final issuance of EPA regulations, the
Company is in the process of eliminating surface impoundments (all of which
are located at its Buick smelter). This corrective action was substantially
completed by the end of fiscal 1993.
9
<PAGE>
The Company believes that with completion of this corrective action, the
Company will be in compliance with final EPA regulations when issued.
The Company is affected by and complies with other federal, state and local
laws relating to environmental protection, safety and health applicable to all
or part of its natural resource operations, including but not limited to the
federal Surface Mining Control and Reclamation Act of 1977; Occupational Safety
and Health Act; Mine Safety and Health Act of 1977; Water Pollution Control
Act, as amended by the Clean Water Act of 1977; Toxic Substances Control Act;
Black Lung Benefits Revenue Act of 1977; and Black Lung Benefits Reform Act of
1977.
In fiscal 1993, Fluor made approximately $5.4 million in expenditures to
comply with environmental, health and safety laws and regulations in connection
with its coal investment, none of which were capital expenditures. Fluor
anticipates making $11.3 million and $8.9 million in such non-capital
expenditures in fiscal 1994 and 1995, respectively. Of these expenditures, $3.7
million, $9.6 million and $7.2 million for fiscal 1993, 1994 and 1995,
respectively, are (in the case of fiscal 1993) or are anticipated to be (in the
case of fiscal 1994 and 1995) for surface reclamation. Existing reserves are
believed to be adequate to cover actual and anticipated surface reclamation
expenditures. Other expenditures will be expensed as incurred.
In fiscal 1993, Fluor made approximately $4.3 million in capital expenditures
and $3.2 million in other expenditures to comply with environmental, health and
safety laws and regulations in connection with its discontinued lead business.
Other
In 1986, the California North Coast Regional Water Quality Control Board for
the State of California requested that the Company perform a site investigation
of a property in Northern California designated as a hazardous waste site under
the California Hazardous Waste Control Act. The Company formerly owned the
property. The California Environmental Protection Agency has assumed lead
agency status for any required remedial action at the site. The Company signed
a Consent Order to perform a remedial investigation/feasibility study that will
determine the extent of contamination for purposes of determining the remedial
action required to remedy and/or remove the contamination.
St. Joe Minerals Corporation ("St. Joe"), a wholly owned subsidiary of Fluor,
is participating as a potentially responsible party at several different sites
pursuant to proceedings under the Comprehensive Environmental Response,
Compensation and Liability Act ("Superfund"). Other parties have also been
identified as potentially responsible parties at all but one of these sites,
and many of these parties have shared in the costs associated with the sites.
Investigative and/or remedial activities are ongoing at each site. In 1987, St.
Joe sold its zinc mining and smelting division to Zinc Corporation of America
("ZCA"). As part of the agreement, St. Joe and Fluor agreed to indemnify ZCA
for certain environmental liabilities arising from operations conducted prior
to the sale. During the 1993 fiscal year, ZCA has made claims under this
indemnity against St. Joe for anticipated environmental expenditures at three
of its major operating facilities. These claims are the subject of ongoing
discussions between St. Joe, ZCA and other potentially responsible parties,
including parties who have given similar contractual indemnities to St. Joe.
St. Joe has initiated a proceeding against certain of its insurance carriers
alleging that the investigative and remediation costs incurred by St. Joe in
connection with its environmental proceedings are covered by insurance. This
proceeding is in its early stages and no credit or offset for any such coverage
has been taken into account by Fluor in establishing its reserves for future
environmental costs.
The Company does not believe that the claims or proceedings identified in the
two preceding paragraphs, either individually or in the aggregate, will have a
material adverse impact upon its operations or financial condition.
10
<PAGE>
NUMBER OF EMPLOYEES
The following table sets forth the number of salaried and craft/hourly
employees of Fluor and its subsidiaries engaged in Fluor's business segments as
of October 31, 1993:
<TABLE>
<CAPTION>
SALARIED CRAFT/HOURLY TOTAL
-------- ------------ ------
<S> <C> <C> <C>
Engineering and construction................ 17,215 19,886 37,101
Coal........................................ 544 887 1,431
------ ------ ------
17,759 20,773 38,532
====== ====== ======
</TABLE>
OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA
The financial information for business segments and geographic areas is
included in the Operations by Business Segment and Geographic Area section of
the Notes to Consolidated Financial Statements in Fluor's 1993 Annual Report to
stockholders, which section is incorporated herein by reference.
ITEM 2. PROPERTIES.
Major Facilities
Operations of Fluor and its subsidiaries are conducted in both owned and
leased properties. In addition, certain owned or leased properties of Fluor and
its subsidiaries are leased or subleased to third party tenants. The following
table describes the general character of the major existing facilities,
exclusive of mines, coal preparation plants and their adjoining offices:
<TABLE>
<CAPTION>
LOCATION INTEREST
-------- --------
<S> <C>
UNITED STATES
Corporate Headquarters
Irvine, California Leased
Engineering and Construction Offices
Anchorage, Alaska Leased
Appleton, Wisconsin Leased
Bakersfield, California Leased
Charlotte, North Carolina Leased
Chicago, Illinois Leased
Cincinnati, Ohio Leased
Corpus Christi, Texas Leased
Dallas, Texas Leased
Dayton, Ohio Leased
Denver, Colorado Leased
Greenville, South Carolina Owned and leased
Houston (Sugar Land office), Texas Owned
Irvine, California Leased
Kansas City, Missouri Leased
Philadelphia, Pennsylvania (Marlton, New Jersey office) Leased
Richmond, Virginia Leased
Tulsa, Oklahoma Leased
Washington, D.C. Leased
Coal Offices (Kentucky, Tennessee, Virginia, West Virginia) Owned
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
LOCATION INTEREST
-------- --------
<S> <C>
FOREIGN
Engineering and Construction Offices
Al Khobar, Saudi Arabia (Dhahran area) Owned
Asturias, Spain Leased
Bangkok, Thailand Leased
Beijing, People's Republic of China Leased
Bergen op Zoom, Netherlands Leased
Calgary, Canada Leased
Camberley, England Leased
Dubai, United Arab Emirates Leased
Dusseldorf, Germany Leased
Haarlem, Netherlands Owned and leased
Hong Kong Leased
Jakarta, Indonesia Leased
Jeddah, Saudi Arabia Leased
Kuala Lumpur, Malaysia Leased
Leipzig, Germany Leased
London (Uxbridge), England Leased
Madrid, Spain Leased
Manchester, England Leased
Manila, Philippines Leased
Melbourne, Australia Leased
Perth, Australia Leased
San Juan, Puerto Rico Leased
Santiago, Chile Leased
Seoul, Korea Leased
Singapore Leased
Tokyo, Japan Leased
Vancouver, Canada Leased
Wiesbaden, Germany Leased
</TABLE>
Coal Properties
See Item 1, Business, of this report for additional information regarding
the coal operations and properties of Fluor.
ITEM 3. LEGAL PROCEEDINGS.
Fluor and its subsidiaries, incident to their business activities, are
parties to a number of legal proceedings in various stages of development,
including but not limited to those described below. The majority of these
proceedings, other than environmental proceedings, involve matters as to which
liability, if any, of Fluor or its subsidiaries would be adequately covered by
insurance. With respect to litigation outside the scope of applicable
insurance coverage and to the extent insured claims may exceed liability
limits, it is the opinion of the management of Fluor, based on reports of
counsel, that these matters individually and in the aggregate will not have a
material adverse effect upon the consolidated financial position or results of
operations of Fluor.
In July 1987, four lawsuits were filed against R. T. Vanderbilt Company,
Inc., Gouverneur Talc Company, Inc., St. Joe and Fluor for personal injury and
wrongful death allegedly due to asbestos, talc and silicon exposure in certain
New York mines. Subsequent to July 1987, 16 additional lawsuits have been
filed. All of these suits (representing a total of 213 plaintiffs) have been
filed with the New York Supreme Court, St. Lawrence County, New York. The
total damages claimed in these cases, referred to as Bailey, Baker, Beane, et
al. v. R. T. Vanderbilt Company, Inc., et al. (the claims have not been
consolidated), are $287 million against all defendants. Plaintiffs also seek
an unspecified amount of punitive damages against all defendants.
12
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
Executive Officers of the Registrant(1)
Leslie G. McCraw, age 59
Director since 1984; Chairman of Executive Committee and member of
Nominating Committee.
Chairman of the Board since 1991; Chief Executive Officer since 1990;
formerly Vice Chairman of the Board from 1990; formerly President from
1988; joined the Company in 1975.
Vincent L. Kontny, age 56
Director since 1988; member of Executive Committee.
Chief Operating Officer since 1991; President since 1990; President of
Fluor Daniel, Inc.(2) since 1988; joined the Company in 1965.
Charles J. Bradley, Jr., age 58
Vice President, Human Resources and Administration since 1986; joined the
Company in 1958.
J. Michal Conaway, age 45
Vice President-Finance since January 4, 1993; formerly Vice President and
Chief Financial Officer of National Gypsum Company and its parent,
Aancor Holdings, Inc., from 1988.
James O. Rollans, age 51
Senior Vice President and Chief Financial Officer since June, 1992;
formerly Vice President, Corporate Communications from 1982; joined the
Company in 1982.
P. Joseph Trimble, age 63
Corporate Secretary since December, 1992; Senior Vice President-Law since
1984; joined the Company in 1972.
Executive Operating Officers(1)
Hugh K. Coble, age 59
Director since 1984; member of Executive Committee.
Group President of Fluor Daniel, Inc.(2) since 1986; joined the Company
in 1966.
Gerald M. Glenn, age 51
Director since 1989; member of Executive Committee.
Group President of Fluor Daniel, Inc.(2) since 1986; joined the Company
in 1964.
Don L. Blankenship, age 43
Chairman of the Board and Chief Executive Officer of A. T. Massey Coal
Company, Inc.(3) since January, 1992; President of that subsidiary since
1990; formerly Chief Operating Officer of that subsidiary from 1990;
formerly President of Massey Coal Services, Inc.(4) from 1989; formerly
Executive Vice President of that subsidiary from 1988; joined Rawl Sales
& Processing Co.(5) in 1982.
13
<PAGE>
Richard A. Flinton, age 63
Chairman of the Board of Fluor Constructors, Inc.(6) since 1989; formerly
President of that subsidiary from 1988; joined the Company in 1957.
Jeffrey L. Zelms, age 49
Chief Executive Officer of The Doe Run Company(7) since August, 1992;
President of that company since 1986; joined St. Joe Minerals
Corporation in 1970.
- --------
(1) Except where otherwise indicated, all references are to positions held
with Fluor.
(2) Fluor Daniel, Inc. is a wholly owned subsidiary of Fluor which provides
design, engineering, procurement, construction management and technical
services to a wide range of industrial, commercial, utility, natural
resources, energy and governmental clients.
(3) A. T. Massey Coal Company, Inc. is an indirectly wholly-owned subsidiary
of Fluor which, along with its subsidiaries, conducts Fluor's coal-related
investment.
(4) Massey Coal Services, Inc. is a wholly owned subsidiary of A. T. Massey
Coal Company, Inc.
(5) Rawl Sales & Processing Co. is a wholly owned subsidiary of A. T. Massey
Coal Company, Inc.
(6) Fluor Constructors, Inc., a wholly owned subsidiary of Fluor, provides
construction and maintenance services to a variety of clients.
(7) In November 1992, Fluor announced its decision to exit its lead business,
conducted primarily through The Doe Run Company, and classified it as a
discontinued operation in its consolidated financial statements.
PART II
Information for Items 5, 6 and 7 is contained in Fluor's 1993 Annual Report
to stockholders, which information is incorporated herein by reference (and
except for these sections, and sections incorporated herein by reference in
Items 1 and 8 of this report, Fluor's 1993 Annual Report to stockholders is
not to be deemed filed as part of this report):
<TABLE>
<CAPTION>
ANNUAL REPORT TO
ITEM NO. TITLE STOCKHOLDERS SECTION
-------- ----- --------------------
<C> <S> <C>
ITEM 5. Market for Registrant's Common Equity and
Related Stockholder Matters................ Stockholders' Reference
ITEM 6. Selected Financial Data..................... Selected Financial Data
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Management's Discussion
Operations................................. and Analysis
ITEM 8. Financial Statements and Supplementary Data
</TABLE>
Information for Item 8 is included in Fluor's consolidated financial
statements as of October 31, 1993 and 1992, and for each of the three years in
the period ended October 31, 1993, and Fluor's unaudited quarterly financial
data for the two year period ended October 31, 1993, in the Consolidated
Financial Statements (including the Consolidated Balance Sheet, Consolidated
Statement of Earnings, Consolidated Statement of Cash Flows, Consolidated
Statement of Shareholders' Equity and Notes to Consolidated Financial
Statements) and Quarterly Financial Data sections of Fluor's 1993 Annual
Report to stockholders, which are incorporated herein by reference. The report
of management and independent auditors on Fluor's consolidated financial
statements is in the Reports of Management and Independent Auditors section of
Fluor's 1993 Annual Report to stockholders, also incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
14
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning Fluor's executive officers is included under the
caption "Executive Officers of the Registrant" following Part I, Item 4. Other
information required by this item has been omitted because Fluor will file with
the Securities and Exchange Commission (the "Commission") a definitive proxy
statement pursuant to Regulation 14A, involving the election of directors, not
later than 120 days after the close of Fluor's fiscal year ended October 31,
1993.
ITEM 11. EXECUTIVE COMPENSATION.
Fluor maintains certain employee benefit plans and programs in which its
executive officers and directors are participants. Copies of these plans and
programs are set forth or incorporated by reference as Exhibits 10.1 through
10.18 inclusive to this report. Certain of these plans and programs provide for
payment of benefits or for acceleration of vesting of benefits upon the
occurrence of a change of control of Fluor as that term is defined in such
plans and programs. The amounts payable thereunder would represent an increased
cost to be paid by Fluor (and indirectly by its stockholders) in the event of a
change in control of Fluor. This increased cost would be a factor to be taken
into account by a prospective purchaser in determining whether, and at what
price, it would seek control of the Company and whether it would seek the
removal of then existing management.
If a change of control were to have occurred on October 31, 1993, the
additional amounts payable by Fluor, either in cash or in stock, if each of the
five most highly compensated executive officers and all executive officers as a
group were thereupon involuntarily terminated without cause would be as
follows:
<TABLE>
<CAPTION>
FLUOR CORPORATION RESTRICTED SUPPLEMENTAL
CHANGE OF CONTROL STOCK BENEFIT
INDIVIDUAL OR GROUP COMPENSATION PLAN(1) PLANS(2) PLAN(3)
------------------- -------------------- ---------- ------------
<S> <C> <C> <C>
Don L. Blankenship............. $ 1,143,450 $ 370,173 $ 227,491
Hugh K. Coble.................. 2,534,527 1,405,716 397,883
Gerald M. Glenn................ 2,534,527 972,562 227,491
Vincent L. Kontny.............. 3,217,757 1,666,972 392,422
Leslie G. McCraw............... 4,709,696 2,207,068 795,766
All Executive Officers (11)
including the above........... $19,356,917 $8,289,084 $2,702,990
</TABLE>
--------
(1) Payable in cash.
(2) Value at October 31, 1993 of previously awarded restricted stock which
would vest upon change of control.
(3) Lump sum entitlement of previously awarded benefits which would vest
upon change of control.
Further disclosure regarding this item has been omitted because Fluor will
file with the Commission a definitive proxy statement pursuant to Regulation
14A, involving the election of directors, not later than 120 days after the
close of Fluor's fiscal year ended October 31, 1993.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
This item has been omitted because Fluor will file with the Commission a
definitive proxy statement pursuant to Regulation 14A, involving the election
of directors, not later than 120 days after the close of Fluor's fiscal year
ended October 31, 1993.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
This item has been omitted because Fluor will file with the Commission a
definitive proxy statement pursuant to Regulation 14A, involving the election
of directors, not later than 120 days after the close of Fluor's fiscal year
ended October 31, 1993.
15
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
<TABLE>
<C> <C> <S>
(a) 1. Financial Statements: The financial statements required to
be filed hereunder are listed on page 20 hereof. See Part
II, Item 8 of this report for information regarding the
incorporation by reference herein of such financial
statements.
2. Financial Statement Schedules: The financial statement
schedules required to be filed hereunder are listed on
page 20 hereof.
3. Exhibits:
3.1 Restated Certificate of Incorporation of Fluor
Corporation [filed as Exhibit 3.1 to Fluor's annual
report on Form 10-K for the fiscal year ended October
31, 1987 and incorporated herein by reference]
3.2 Restated Bylaws (as amended effective September 13,
1993) of Fluor Corporation
4.1 Indenture dated July 1, 1986 between Fluor
Corporation and Irving Trust Company, trustee [filed
as Exhibit 4 to Registration No. 33-6960 for the
issuance of up to $250 million of debt securities and
incorporated herein by reference]
4.2 Fluor Corporation Dividend Reinvestment Plan
(effective as of January 1, 1994)
EXECUTIVE COMPENSATION PLANS/PROGRAMS
10.1 Fluor Corporation and Subsidiaries Executive
Incentive Compensation Plan (as amended through
September 15, 1988) [filed as Exhibit 10.1 to Fluor's
annual report on Form 10-K for the fiscal year ended
October 31, 1992 and incorporated herein by
reference]
10.2 Fluor Corporation and Subsidiaries Executive Deferred
Compensation Program (as amended through November 15,
1982) [filed as Exhibit 10.2 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31,
1982 and incorporated herein by reference]
10.3 Fluor Corporation and Subsidiaries Executive Deferred
Salary Program (as amended through July 8, 1986)
[filed as Exhibit 10.3 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1986
and incorporated herein by reference]
10.4 Fluor Corporation Deferred Directors' Fees Program
(as amended through November 15, 1983) [filed as
Exhibit 10.3 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1983 and
incorporated herein by reference]
10.5 1977 Fluor Executive Stock Plan (as amended by
Amendment No. 4 effective December 9, 1986) [filed as
Exhibit 10.6 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.6 1981 Fluor Executive Stock Plan (as amended by
Amendment No. 3 effective December 9, 1986) [filed as
Exhibit 10.9 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.7 1982 Fluor Executive Stock Option Plan (as amended by
Amendment No. 2 effective December 9, 1986) [filed as
Exhibit 10.10 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.8 Fluor Executives' Health Plan Summary [filed as
Exhibit 10.11 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1985 and
incorporated herein by reference]
10.9 Directors' Life Insurance Summary [filed as Exhibit
10(i) to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1980 and incorporated
herein by reference]
10.10 Executive Tax Services Plan (as amended and effective
as of November 1, 1993)
</TABLE>
16
<PAGE>
<TABLE>
<C> <C> <S>
10.11 Executive Personal Financial Counseling Plan (as amended
and effective as of November 1, 1993)
10.12 Company Automobile Policy Summary [filed as Exhibit
10.15 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1989 and incorporated
herein by reference]
10.13 Fluor Excess Benefit Plan (as amended by Second
Amendment effective December 9, 1986) [filed as
Exhibit 10.16 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.14 Fluor Executives' Supplemental Benefit Plan (as
amended by First Amendment effective November 15,
1983) [filed as Exhibit 10.16 to Fluor's annual
report on Form 10-K for the fiscal year ended October
31, 1983 and incorporated herein by reference]
10.15 1988 Fluor Executive Stock Plan (as amended and
restated effective March 9, 1993)
10.16 Fluor Corporation Change of Control Compensation Plan
(as amended and restated by Second Amendment
effective October 1, 1989) [filed as Exhibit 10.19 to
Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1989 and incorporated herein
by reference]
10.17 Fluor Special Executive Incentive Plan (effective as
of April 27, 1987) [filed as Exhibit 10.27 to Fluor's
annual report on Form 10-K for the fiscal year ended
October 31, 1987 and incorporated herein by
reference]
10.18 Retirement Plan for Outside Directors (effective as
of May 1, 1992) [filed as Exhibit 10.18 to Fluor's
annual report on Form 10-K for the fiscal year ended
October 31, 1992 and incorporated herein by reference]
OTHER CONTRACTS
10.19 Concourse Lease dated as of July 26, 1985 between
Fluor Corporation and Fluor Engineers, Inc. (an
entity now having the corporate name of Fluor Daniel,
Inc.) with respect to a portion of the International
Headquarters facility located in Irvine, California,
formerly owned by Fluor (the "Irvine facility");
Schedule of substantially identical Building Pod
Lease and Corporate Tower Lease; and Assignment of
Master Leases dated July 26, 1985, assigning Fluor's
lessor interest to Crow Winthrop Operating
Partnership ("CWOP") [filed as Exhibit 10.21 to
Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1985 and incorporated herein
by reference]
10.20 Amendment to Master Leases by and between CWOP, Fluor
Daniel, Inc. and Fluor Corporation dated as of
November 1, 1989 with respect to the Irvine facility
[filed as Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1991
and incorporated here in by reference]
13 1993 Annual Report to stockholders (with the
exception of the information incorporated by
reference into Items 1, 5, 6, 7 and 8 of this report,
Fluor's 1993 Annual Report to stockholders is not
deemed to be filed as part of this report)
21 Fluor Corporation Subsidiaries
23 Consent of Independent Auditors -- Ernst & Young
24.1 Manually signed Power of Attorney executed by certain
Fluor directors and officers
Manually signed Powers of Attorney executed by
24.2 certain Fluor directors
(b) Reports on Form 8-K:
None were filed during the last quarter of the period covered by this
report; however, on December 23, 1993, the Company filed a Form 8-K
reporting action by the Board of Directors to accelerate the
expiration of the Preferred Share Purchase Rights from November 30,
1997 to November 30, 1993.
</TABLE>
17
<PAGE>
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.
FLUOR CORPORATION
January 27, 1994 By J.O. Rollans
___________________________________
J.O. Rollans
Senior Vice President and
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
<S> <C> <C>
* Director, Chairman of the January 27, 1994
- ----------------------------- Board and Chief Executive
L. G. McCraw Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
J. O. Rollans Senior Vice President and January 27, 1994
- ----------------------------- Chief Financial Officer
J. O. Rollans
OTHER DIRECTORS:
* Director January 27, 1994
- -----------------------------
H. K. Coble
* Director January 27, 1994
- -----------------------------
P. J. Fluor
* Director January 27, 1994
- -----------------------------
D. P. Gardner
* Director January 27, 1994
- -----------------------------
G. M. Glenn
* Director January 27, 1994
- -----------------------------
W. R. Grant
* Director January 27, 1994
- -----------------------------
B. R. Inman
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director January 27, 1994
- -----------------------------
V. L. Kontny
* Director January 27, 1994
- -----------------------------
R. V. Lindsay
* Director January 27, 1994
- -----------------------------
V. S. Martinez
* Director January 27, 1994
- -----------------------------
E. M. Massey
* Director January 27, 1994
- -----------------------------
B. Mickel
* Director January 27, 1994
- -----------------------------
M. R. Seger
* Director January 27, 1994
- -----------------------------
D. S. Tappan, Jr.
</TABLE>
L. N. Fisher
*By ___________________________
L. N. Fisher,
Attorney-in-fact
Manually signed Powers of Attorney authorizing L. N. Fisher, A. M. Oldham and
P. J. Trimble and each of them, to sign the annual report on Form 10-K for the
fiscal year ended October 31, 1993 and any amendments thereto as attorneys-in-
fact for certain directors and officers of the registrant are included herein
as Exhibits 24.1 and 24.2.
19
<PAGE>
FLUOR CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
ITEM 14(A)
1.Financial Statements
The following financial statements are contained in Fluor's 1993 Annual
Report to stockholders:
Consolidated Balance Sheet at October 31, 1993 and 1992
Consolidated Statement of Earnings for year ended October 31, 1993, 1992
and 1991
Consolidated Statement of Cash Flows for year ended October 31, 1993,
1992 and 1991
Consolidated Statement of Shareholders' Equity for year ended October 31,
1993, 1992 and 1991
Notes to Consolidated Financial Statements
2.Financial Statement Schedules Form 10-K Page
II Consolidated amounts receivable from related
parties and underwriters, promoters and employees
other than related parties--year ended October 31,
1993 and 1992......................................
21
V Consolidated property, plant and equipment--year
ended October 31, 1993, 1992 and 1991..............
22
VI Consolidated accumulated depreciation, depletion
and amortization of property, plant and
equipment--year ended October 31, 1993, 1992 and
1991...............................................
23
VII Consolidated guarantees of securities of other
issuers as of October 31, 1993.....................
24
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements and notes thereto.
20
<PAGE>
FLUOR CORPORATION
SCHEDULE II--CONSOLIDATED AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
YEAR ENDED OCTOBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
BALANCE AT
END OF PERIOD
BALANCE AT ----------------
BEGINNING NOT
NAME OF DEBTOR OF PERIOD ADDITIONS DEDUCTIONS CURRENT CURRENT
-------------- ---------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C>
Year ended October 31, 1993
Don L. Blankenship (1)......... $300,000 $ -- $-- $20,000 $280,000
======== ======== ==== ======= ========
Year ended October 31, 1992
Don L. Blankenship (1)......... $ -- $300,000 $-- $ -- $300,000
======== ======== ==== ======= ========
</TABLE>
- --------
(1) As of October 31, 1993, Fluor held a non-interest bearing note, payable in
five annual installments and secured by a second deed of trust on a
residence. On January 11, 1994, the balance of the note was fully repaid.
21
<PAGE>
FLUOR CORPORATION
SCHEDULE V--CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED OCTOBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING ADDITIONS RETIREMENTS TRANSFERS END OF
OF PERIOD AT COST OR SALES AND OTHER (1) PERIOD
---------- --------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Year ended October 31,
1993
Land.................. $ 61,581 $ 622 $ (56) $ (3,280) $ 58,867
Buildings and improve-
ments................ 294,944 17,477 (1,011) (6,844) 304,566
Machinery and equip-
ment................. 569,349 99,021 (36,521) 11,969 643,818
Mining properties and
mineral rights....... 449,966 48,379 (43) 1,157 499,459
Construction in pro-
gress................ 40,091 6,038 (10,254) 35,875
---------- -------- -------- --------- ----------
Total............... $1,415,931 $171,537 $(37,631) $ (7,252) $1,542,585
========== ======== ======== ========= ==========
Year ended October 31,
1992
Land.................. $ 67,873 $ 1,248 $ (187) $ (7,353) $ 61,581
Buildings and improve-
ments................ 273,840 12,795 (415) 8,724 294,944
Machinery and equip-
ment................. 554,584 159,719 (30,999) (113,955) 569,349
Mining properties and
mineral rights....... 488,732 85,009 (123,775) 449,966
Construction in pro-
gress................ 89,720 28,275 (77,904) 40,091
---------- -------- -------- --------- ----------
Total............... $1,474,749 $287,046 $(31,601) $(314,263) $1,415,931
========== ======== ======== ========= ==========
Year ended October 31,
1991
Land.................. $ 66,101 $ 1,699 $ (39) $ 112 $ 67,873
Buildings and improve-
ments................ 130,030 6,208 (2,328) 139,930 273,840
Machinery and equip-
ment................. 472,770 67,633 (23,525) 37,706 554,584
Mining properties and
mineral rights....... 485,407 3,160 (66) 231 488,732
Construction in pro-
gress................ 53,634 81,018 (949) (43,983) 89,720
---------- -------- -------- --------- ----------
Total............... $1,207,942 $159,718 $(26,907) $ 133,996 $1,474,749
========== ======== ======== ========= ==========
</TABLE>
- --------
(1) Amounts in 1992 primarily include the reclassification of the lead business
to net assets of discontinued operations and the purchase of certain
partnership interests which owned the Company's Greenville, South Carolina
engineering office. Amounts in 1991 include the purchase of certain
partnership interests which owned the the Company's Sugar Land, Texas
engineering office. Transfers of construction in progress were: zero, zero
and $.1 million to land; $2.5 million, $37.6 million and $3.1 million to
buildings and improvements; $7.7 million, $33.7 million and $40.6 million
to machinery and equipment; zero, zero and $.2 million to mining properties
and mineral rights in 1993, 1992 and 1991, respectively.
Maintenance and repairs expense for continuing operations totaled $62.1 million
in 1993, $51.7 million in 1992 and $52.9 million in 1991.
22
<PAGE>
FLUOR CORPORATION
SCHEDULE VI--CONSOLIDATED ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED OCTOBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND RETIREMENTS END OF
OF PERIOD EXPENSES OR SALES OTHER (1) PERIOD
---------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Year ended October 31,
1993
Buildings and improve-
ments................ $ 27,927 $ 10,634 $ (732) $ (709) $ 37,120
Machinery and equip-
ment................. 287,539 79,204 (27,058) (2,608) 337,077
Mining properties and
mineral rights....... 53,580 13,653 246 67,479
-------- -------- -------- --------- --------
Total............... $369,046 $103,491 $(27,790) $ (3,071) $441,676
======== ======== ======== ========= ========
Year ended October 31,
1992
Buildings and improve-
ments................ $ 34,866 $ 15,674 $ (121) $ (22,492) $ 27,927
Machinery and equip-
ment................. 280,413 92,609 (20,014) (65,469) 287,539
Mining properties and
mineral rights....... 66,741 18,803 27 (31,991) 53,580
-------- -------- -------- --------- --------
Total............... $382,020 $127,086 $(20,108) $(119,952) $369,046
======== ======== ======== ========= ========
Year ended October 31,
1991
Buildings and improve-
ments................ $ 27,081 $ 10,422 $ (1,814) $ (823) $ 34,866
Machinery and equip-
ment................. 208,202 83,830 (10,394) (1,225) 280,413
Mining properties and
mineral rights....... 47,329 19,389 -- 23 66,741
-------- -------- -------- --------- --------
Total............... $282,612 $113,641 $(12,208) $ (2,025) $382,020
======== ======== ======== ========= ========
</TABLE>
- --------
(1) See footnote (1) on Schedule V, Consolidated Property, Plant and Equipment
on page 22 of this Form 10-K for a discussion of items included in this
caption.
Depreciation is provided principally using the straight line method over the
following estimated useful lives: buildings and improvements 3 to 50 years;
machinery and equipment 2 to 20 years.
Amortization is provided principally using the units of production method for
mining properties and mineral rights.
23
<PAGE>
FLUOR CORPORATION
SCHEDULE VII--CONSOLIDATED GUARANTEES OF SECURITIES OF OTHER ISSUERS
AS OF OCTOBER 31, 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
NATURE OF ANY
DEFAULT BY ISSUER OF
SECURITIES GUARANTEED
AMOUNT OWED IN
NAME OF ISSUER BY PERSON OR AMOUNT PRINCIPAL, INTEREST,
OF SECURITIES TITLE OF ISSUE OF PERSONS IN TREASURY SINKING FUND OR
GUARANTEED BY PERSON EACH CLASS OF TOTAL AMOUNT FOR WHICH OF ISSUER REDEMPTION PROVISION,
FOR WHICH SECURITIES GUARANTEED AND STATEMENT OF SECURITIES NATURE OF OR PAYMENT OF
STATEMENT IS FILED GUARANTEED OUTSTANDING IS FILED GUARANTEED GUARANTEE DIVIDENDS
-------------------- ----------------- -------------- ------------ ------------- --------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Kilsby-Roberts Lease obligations/ $14,553 None None Lease payments/ None
Company Industrial Revenue Principal &
Bonds Interest
Equibank N.A. (Trustee) Pollution Control $28,670 None None Principal & None
St. Joe Minerals Corp. Bonds Series 1972 Interest
and 1977
Hartlepet Construction $29,012 None None Principal & None
Investments Limited Contract Loan Interest
SPB Limited Partnership Construction $40,245 None None Principal & None
Contract Loan Interest
DSF Corporation Construction $9,295 None None Principal & None
Contract Loan Interest
Various Lease obligations/ $4,526 None None Lease payments/ None
customers Notes and Principal &
and employees Mortgages Interest
</TABLE>
24
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
3.1 Restated Certificate of Incorporation of Fluor Corporation
[filed as Exhibit 3.1 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1987 and incorporated herein
by reference]
3.2 Restated Bylaws (as amended effective September 13, 1993) of
Fluor Corporation
4.1 Indenture dated July 1, 1986 between Fluor Corporation and
Irving Trust Company, trustee [filed as Exhibit 4 to
Registration No. 33-6960 for the issuance of up to $250 million
of debt securities and incorporated herein by reference]
4.2 Fluor Corporation Dividend Reinvestment Plan (effective as of
January 1, 1994)
EXECUTIVE COMPENSATION PLANS/PROGRAMS
10.1 Fluor Corporation and Subsidiaries Executive Incentive
Compensation Plan (as amended through September 15, 1988) [filed
as Exhibit 10.1 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by
reference]
10.2 Fluor Corporation and Subsidiaries Executive Deferred
Compensation Program (as amended through November 15, 1982)
[filed as Exhibit 10.2 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1982 and incorporated herein
by reference]
10.3 Fluor Corporation and Subsidiaries Executive Deferred Salary
Program (as amended through July 8, 1986) [filed as Exhibit 10.3
to Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.4 Fluor Corporation Deferred Directors' Fees Program (as amended
through November 15, 1983) [filed as Exhibit 10.3 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1983 and incorporated herein by reference]
10.5 1977 Fluor Executive Stock Plan (as amended by Amendment No. 4
effective December 9, 1986) [filed as Exhibit 10.6 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1986 and incorporated herein by reference]
10.6 1981 Fluor Executive Stock Plan (as amended by Amendment No. 3
effective December 9, 1986) [filed as Exhibit 10.9 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1986 and incorporated herein by reference]
10.7 1982 Fluor Executive Stock Option Plan (as amended by Amendment
No. 2 effective December 9, 1986) [filed as Exhibit 10.10 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.8 Fluor Executives' Health Plan Summary [filed as Exhibit 10.11 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1985 and incorporated herein by reference]
10.9 Directors' Life Insurance Summary [filed as Exhibit 10(i) to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1980 and incorporated herein by reference]
10.10 Executive Tax Services Plan (as amended and effective as of
November 1, 1993)
10.11 Executive Personal Financial Counseling Plan (as amended and
effective as of November 1, 1993)
10.12 Company Automobile Policy Summary [filed as Exhibit 10.15 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1989 and incorporated herein by reference]
10.13 Fluor Excess Benefit Plan (as amended by Second Amendment
effective December 9, 1986) [filed as Exhibit 10.16 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1986 and incorporated herein by reference]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.14 Fluor Executives' Supplemental Benefit Plan (as amended by First
Amendment effective November 15, 1983) [filed as Exhibit 10.16 to
Fluor's annual report on Form 10-K for the fiscal year ended October
31, 1983 and incorporated herein by reference]
10.15 1988 Fluor Executive Stock Plan (as amended and restated effective
March 9, 1993)
10.16 Fluor Corporation Change of Control Compensation Plan (as amended and
restated by Second Amendment effective October 1, 1989) [filed as
Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1989 and incorporated
herein by reference]
10.17 Fluor Special Executive Incentive Plan (effective as of April 27,
1987) [filed as Exhibit 10.27 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1987 and incorporated herein by
reference]
10.18 Retirement Plan for Outside Directors (effective as of May 1, 1992)
[filed as Exhibit 10.18 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by
reference]
OTHER CONTRACTS
10.19 Concourse Lease dated as of July 26, 1985 between Fluor Corporation
and Fluor Engineers, Inc.
(an entity now having the corporate name of Fluor Daniel, Inc.) with
respect to a portion of the International Headquarters facility
located in Irvine, California, formerly owned by Fluor (the "Irvine
facility"); Schedule of substantially identical Building Pod Lease and
Corporate Tower Lease; and Assignment of Master Leases dated July 26,
1985, assigning Fluor's lessor interest to Crow Winthrop Operating
Partnership ("CWOP") [filed as Exhibit 10.21 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1985 and
incorporated herein by reference]
10.20 Amendment to Master Leases by and between CWOP, Fluor Daniel, Inc. and
Fluor Corporation dated as of November 1, 1989 with respect to the
Irvine facility [filed as Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1991 and incorporated
here in by reference]
13 1993 Annual Report to stockholders (with the exception of the
information incorporated by reference into Items 1, 5, 6, 7 and 8 of
this report, Fluor's 1993 Annual Report to stockholders is not deemed
to be filed as part of this report)
21 Fluor Corporation Subsidiaries
23 Consent of Independent Auditors -- Ernst & Young
24.1 Manually signed Power of Attorney executed by certain Fluor directors
and officers
24.2 Manually signed Powers of Attorney executed by certain Fluor directors
</TABLE>
[TYPE] EX-3.(ii)
EXHIBIT 3.2
===========
RESTATED BYLAWS
(as amended September 13, 1993)
OF
FLUOR CORPORATION
(a Delaware corporation)
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered
office of FLUOR CORPORATION (hereinafter called the
"Corporation") in the State of Delaware shall be at 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent, and the name
of the registered agent at that address shall be The
Prentice-Hall Corporation System, Inc.
Section 1.02 Principal Office. The principal office
for the transaction of the business of the Corporation shall be
at 3333 Michelson Drive, Irvine, California 92730. The Board of
Directors (hereinafter called the "Board") is hereby granted full
power and authority to change said principal office from one
location to another.
Section 1.03 Other Offices. The Corporation may
also have an office or offices at such other place or places,
either within or without the State of Delaware, as the Board may
from time to time determine or as the business of the Corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01 Annual Meetings. Annual meetings of
the stockholders of the Corporation for the purpose of electing
directors and for the transaction of such other proper business
as may come before such meetings may be held at such time, date
and place as the Board shall determine by resolution.
Section 2.02 Special Meetings. Special meetings of
the stockholders of the Corporation for any purpose or purposes
may be called at any time by the Board, or by a committee of the
Board which has been duly designated by the Board and whose
powers and authority, as provided in a resolution of the Board or
in the Bylaws, include the power to call such meeting, but such
special meetings may not be called by any other person or per-
sons; provided, however, that if and to the extent that any
special meetings of stockholders may be called by any other per-
son or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto or any certificate filed
under Section 151(g) of the Delaware General Corporation Law (or
its successor statute as in effect from time to time hereafter),
then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so
specified.
Section 2.03 Place of Meetings. All meetings of the
stockholders shall be held at such places, within or without the
State of Delaware, as may from time to time be designated by the
person or persons calling the respective meeting and specified in
the respective notices or waivers of notice thereof.
Section 2.04 Notice of Stockholder Business. At an
annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation who complies with the notice
procedures set forth in this Section 2.04. For business to be
properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the princi-
pal office of the Corporation, not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the
event that less than 40 days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on
which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief des-
cription of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the
books of the Corporation, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwith-
standing anything in the Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Section 2.04. The Chairman of
an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Sec-
tion 2.04, and if he or she should so determine, he or she shall
so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Section 2.05 Notice of Meetings. Except as
otherwise required by law, notice of each meeting of the
stockholders, whether annual or special, shall be given not less
than 10 nor more than 60 days before the date of the meeting to
each stock-holder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him or her
personally, or by depositing such notice in the United States
mail, in a postage prepaid envelope, directed to him or her at
his or her postoffice address furnished by him or her to the
Secretary of the Corporation for such purpose or, if he or she
shall not have furnished to the Secretary his or her address for
such purposes, then at his or her postoffice address last known
to the Secretary, or by transmitting a notice thereof to him or
her at such address by telegraph, cable or wireless. Except as
otherwise expressly required by law, no publication of any notice
of a meeting of the stockholders shall be required. Every notice
of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall
also state the purpose or purposes for which the meeting is
called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived
such notice and such notice shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy,
except a stockholder who shall attend such meeting for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not law-
fully called or convened. Except as otherwise expressly required
by law, notice of any adjourned meeting of the stockholders need
not be given if the time and place thereof are announced at the
meeting at which the adjournment is taken.
Section 2.06 Quorum. Except in the case of any
meeting for the election of directors summarily ordered as
provided by law, the holders of record of a majority in voting
interest of the shares of stock of the Corporation entitled to be
voted thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business at any meeting of the
stock-holders of the Corporation or any adjournment thereof. In
the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the stockholders
present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting
may adjourn such meeting from time to time. At any such
adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted at the meeting as
originally called.
Section 2.07 Voting.
(a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each
share or fractional share of the stock of the Corporation having
voting rights on the matter in question and which shall have been
held by him or her and registered in his or her name on the books
of the Corporation:
(i) on the date fixed pursuant to Section 6.05 of
the Bylaws as the record date for the determination of
stockholders entitled to notice of and to vote at such meeting,
or
(ii) if no such record date shall have been so
fixed, then (a) at the close of business on the day next
preceding the day on which notice of the meeting shall be given
or (b) if notice of the meeting shall be waived, at the close of
business on the day next preceding the day on which meeting shall
be held.
(b) Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors in such
other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for
quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons
whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he or she
shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his or her proxy, may represent
such stock and vote thereon. Stock having voting power standing
of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety or otherwise, or with respect to
which two or more persons have the same fiduciary relationship,
shall be voted in accordance with the provisions of the General
Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the
stockholder entitled thereto in person or by his or her proxy
appointed by an instrument in writing, subscribed by such
stockholder or by his or her attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however,
that no proxy shall be voted or acted upon after three years from
its date unless said proxy shall provide for a longer period.
The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of
revoking the same unless he or she shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At
any meeting of the stockholders all matters, except as otherwise
provided in the Certificate of Incorporation, in the Bylaws or by
law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and
entitled to vote thereat and thereon, a quorum being present.
The vote at any meeting of the stockholders on any question need
not be by ballot, unless so directed by the chairman of the meet-
ing. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his or her proxy, if there be such
proxy, and it shall state the number of shares voted.
Section 2.08 List of Stockholders. The Secretary of
the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the entire
duration thereof, and may be inspected by any stockholder who is
present.
Section 2.09 Judges. If at any meeting of the
stockholders a vote by written ballot shall be taken on any
question, the chairman of such meeting may appoint a judge or
judges to act with respect to such vote. Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of
a judge at such meeting with strict impartiality and according to
the best of his or her ability. Such judges shall decide upon
the qualification of the voters and shall report the number of
shares represented at the meeting and entitled to vote on such
question, shall conduct and accept the votes, and, when the
voting is completed shall ascertain and report the number of
shares voted respectively for and against the question. Reports
of the judges shall be in writing and subscribed and delivered by
them to the Secretary of the Corporation. The judges need not be
stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for
or against a proposal in which he or she shall have a material
interest.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers. The property, business
and affairs of the Corporation shall be managed by the Board.
Section 3.02 Number. The authorized number of
directors of the Corporation shall be fourteen and such
authorized number shall not be changed except by a Bylaw or
amendment thereof duly adopted by the stockholders in accordance
with the Certificate of Incorporation or by the Board amending
this Section 3.02.
Section 3.03 Election of Directors. The directors
shall be elected by the stockholders of the Corporation, and at
each election the persons receiving the greatest number of votes,
up to the number of directors then to be elected, shall be the
persons then elected. The election of directors is subject to
any provisions contained in the Certificate of Incorporation
relating thereto, including any provisions for a classified board
and for cumulative voting.
Section 3.04 Notice of Stockholder Nominees. Only
persons who are nominated in accordance with the procedures set
forth in the Bylaws shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of
the Corporation may be made at a meeting of stockholders (a) by
or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation entitled to vote for the election
of directors at the meeting who complies with the notice pro-
cedures set forth in this Section 3.04. Such nominations, other
than those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the Secre-
tary of the Corporation. To be timely, a stockholder's notice
shall be delivered to or mailed and received at the principal
office of the Corporation not less than 30 days nor more than 60
days prior to the meeting; provided, however, that in the event
that less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be received not later than the
close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director, all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including with-
out limitation such person's written consent to be named in the
proxy statement as a nominee and to serve as a director if
elected); and (b) as to the stockholder proposing such nomination
(i) the name and address, as they appear on the books of the
Corporation, of such stockholder, and (ii) the class and number
of shares of the Corporation which are beneficially owned by such
stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a director
shall furnish to the Secretary of the Corporation that infor-
mation required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be
eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in the
Bylaws. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the Bylaws,
and if he or she should so determine, he or she shall so declare
to the meeting and the defective nomination shall be disregarded.
Section 3.05 Mandatory Retirement. The Chairman of
the Board and the President and any former Chairman of the Board
and any former President, if serving as a director of the
Corporation at age 72, shall retire from the Board at the end of
the calendar year in which his or her 72nd birthday occurs. Each
other employee or former employee of the Corporation or its
subsidiaries serving as a director of the Corporation at age 65
shall retire from the Board at the end of the calendar year in
which his or her 65th birthday occurs unless the Chairman of the
Board recommends and the Board approves his or her continued
service as a non-employee director. Each other employee of the
Corporation or its subsidiaries under age 65 serving as a
director of the Corporation who elects to take early retirement
or who for any other reason is no longer an officer of the
Corporation or its subsidiaries shall retire from the Board as of
the date he or she ceases to be an officer unless the Chairman of
the Board recommends and the Board approves his or her continued
directorship. Each non-employee director of the Corporation
serving at age 72 shall retire from the Board at the end of the
calendar year in which his or her 72nd birthday occurs. For
purposes of this Section, "end of the calendar year" shall
include the period ending with the seventh day of January next
following.
Section 3.06 Resignations. Any director of the
Corporation may resign at any time by giving written notice to
the Board or to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or,
if the time be not specified, it shall take effect immediately
upon its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 3.07 Vacancies. Except as otherwise
provided in the Certificate of Incorporation, any vacancy in the
Board, whether because of death, resignation, disqualification,
an increase in the number of directors, or any other cause, may
be filled by vote of the majority of the remaining directors,
although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his or her successor shall have
been elected and shall qualify or until he or she shall resign or
shall have been removed.
Section 3.08 Place of Meeting, etc. The Board may
hold any of its meetings at such place or places within or
without the State of Delaware as the Board may from time to time
by resolution designate or as shall be designated by the person
or persons calling the meeting or in the notice or a waiver of
notice of any such meeting. Directors may participate in any
regular or special meeting of the Board by means of conference
telephone or similar communications equipment pursuant to which
all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in
person at such meeting.
Section 3.09 First Meeting. The Board shall meet as
soon as practicable after each annual election of directors and
notice of such first meeting shall not be required.
Section 3.10 Regular Meetings. Regular meetings of
the Board may be held at such times as the Board shall from time
to time by resolution determine. If any day fixed for a meeting
shall be a legal holiday at the place where the meeting is to be
held, then the meeting shall be held at the same hour and place
on the next succeeding business day not a legal holiday. Except
as provided by law, notice of regular meetings need not be given.
Section 3.11 Special Meetings. Special meetings of
the Board may be called at any time by the Chairman of the Board
or the President or by any two directors, to be held at the
principal office of the Corporation, or at such other place or
places, within or without the State of Delaware, as the person or
persons calling the meeting may designate.
Notice of all special meetings of the Board shall be
given to each director by two days' service of the same by
telegram, by letter, or personally. Such notice may be waived by
any director and any meeting shall be a legal meeting without
notice having been given if all the directors shall be present
thereat or if those not present shall, either before or after the
meeting, sign a written waiver of notice of, or a consent to,
such meeting or shall after the meeting sign the approval of the
minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or be made a part of the
minutes of the meeting.
Section 3.12 Quorum and Manner of Acting. Except as
otherwise provided in the Bylaws or by law, the presence of a
majority of the authorized number of directors shall be required
to constitute a quorum for the transaction of business at any
meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of
a majority of the directors present. In the absence of a quorum,
a majority of directors present at any meeting may adjourn the
same from time to time until a quorum shall be present. Notice
of any adjourned meeting need not be given. The directors shall
act only as a Board, and the individual directors shall have no
power as such.
Section 3.13 Action by Consent. Any action required
or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if a written
consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or such committee.
Section 3.14 Compensation. No stated salary need be
paid directors, as such, for their services, but, by resolution
of the Board, a fixed sum and expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of
the Board or an annual directors' fee may be paid; provided that
nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefore. Members of special or standing
committees may be allowed like compensation for attending com-
mittee meetings.
Section 3.15 Committees. The Board may, by
resolution passed by a majority of the whole Board, designate one
or more committees, each committee to consist of one or more of
the directors of the Corporation. Former employees of the
Corporation or its subsidiaries who are no longer officers of the
Corporation or its subsidiaries, if serving as a director of the
Corporation, shall not be eligible to serve as a member of any
committee of the Board. Except as otherwise provided in the
Board resolution designating a committee, the presence of a
majority of the authorized number of members of such committee
shall be required to constitute a quorum for the transaction of
business at any meeting of such committee. Any such committee,
to the extent provided in the resolution of the Board, shall have
and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have any
power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of the dissolution, or amending the
Bylaws of the Corporation; and unless the resolution of the Board
expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of
stock. Any such committee shall keep written minutes of its
meetings and report the same to the Board at the next regular
meeting of the Board.
Section 3.16 Officers of the Board. The Board shall
have a Chairman of the Board and may, at the discretion of the
Board, have a Vice Chairman and other officers. The Chairman of
the Board and the Vice Chairman shall be appointed from time to
time by the Board, unless such positions are elected offices of
the Corporation, currently filled, and shall have such powers and
duties as shall be designated by the Board.
ARTICLE IV
OFFICERS
Section 4.01 Officers. The officers of the
Corporation shall be a Chairman of the Board, a Chief Executive
Officer, a Secretary, a Treasurer and such other officers as may
be appointed by the Board as the business of the Corporation may
require. Officers shall have such powers and duties as are
permitted or required by law or as may be specified by or in
accordance with resolutions of the Board. Any number of offices
may be held by the same person. Unless the Board shall otherwise
determine, the Chairman of the Board shall be the Chief Executive
Officer of the Corporation. In the absence of any contrary
determination by the Board, the Chief Executive Officer shall,
subject to the power and authority of the Board, have general
supervision, direction and control of the officers, employees,
business and affairs of the Corporation.
Section 4.02 Election and Term. The officers of the
Corporation shall be elected annually by the Board. The Board
may at any time and from time to time elect such additional
officers as the business of the Corporation may require. Each
officer shall hold his or her office until his or her successor
is elected and qualified or until his or her earlier resignation
or removal.
Section 4.03 Removal and Resignation. Any officer
may be removed, either with or without cause, by a majority of
the directors at the time in office, at any regular or special
meeting of the Board. Any officer may resign at any time by
giving notice to the Board. Such resignation shall take effect
at the time specified in such notice or, in the absence of such
specification, at the date of the receipt by the Board of such
notice. Unless otherwise specified in such notice, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 4.04 Vacancies. Any vacancy occurring in
any office of the Corporation by death, resignation, removal or
otherwise, shall be filled in the manner prescribed in these
Bylaws for the regular appointment to such office.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 5.01 Execution of Contracts. The Board,
except as in the Bylaws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by
the Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement
or to pledge its credit or to render it liable for any purpose or
in any amount.
Section 5.02 Checks, Drafts, etc. All checks,
drafts or other orders for payment of money, notes or other
evidence of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be
determined by resolution of the Board. Each such person shall
give such bond, if any, as the Board may require.
Section 5.03 Deposit. All funds of the Corporation
not otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies or
other depositories as the Board may select, or as may be selected
by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such
power shall have been delegated by the Board. For the purpose of
deposit and for the purpose of collection for the account of the
Corporation, the Chief Executive Officer, the President or the
Treasurer (or any other officer or officers, assistant or assis-
tants, agent or agents, or attorney or attorneys of the Corpora-
tion who shall from time to time be determined by the Board) may
endorse, assign and deliver checks, drafts and other orders for
the payment of money which are payable to the order of the Corpo-
ration.
Section 5.04 General and Special Bank Accounts. The
Board may from time to time authorize the opening and keeping of
general and special bank accounts with such banks, trust com-
panies or other depositories as the Board may select or as may be
selected by any officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board. The
Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of the
Bylaws, as it may deem expedient.
ARTICLE VI
SHARES AND THEIR TRANSFER
Section 6.01 Certificates for Stock. Every owner of
stock of the Corporation shall be entitled to have a certificate
or certificates, to be in such form as the Board shall prescribe,
certifying the number and class of shares of the stock of the
Corporation owned by him or her. The certificates representing
shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the
Corporation by the President and by the Secretary. Any or all of
the signatures on the certificates may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any such certificate
shall thereafter have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate
may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such
officer, transfer agent or registrar at the date of issue. A
record shall be kept of the respective names of the persons,
firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such
certificates, respectively, and the respective dates thereof, and
in case of cancellation the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or
certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so
cancelled, except in cases provided for in Section 6.04 of the
Bylaws.
Section 6.02 Transfers of Stock. Transfers of
shares of stock of the Corporation shall be made only on the
books of the Corporation by the registered holder thereof, or by
his or her attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer
clerk or a transfer agent appointed as provided in Section 6.03
of the Bylaws, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation. Whenever
any transfer of shares shall be made for collateral security, and
not absolutely, such fact shall be stated expressly in the entry
of transfer if, when the certificate or certificates shall be
presented to the Corporation for transfer, both the transferor
and the transferee request the Corporation to do so.
Section 6.03 Regulations. The Board may make such
rules and regulations as it may deem expedient, not inconsistent
with the Bylaws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation. It
may appoint, or authorize any officer or officers to appoint, one
or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to
bear the signature or signatures of any of them.
Section 6.04 Lost, Stolen, Destroyed, And Mutilated
Certificates. In any case of loss, theft, destruction, or muti-
lation of any certificate of stock, another may be issued in its
place upon proof of such loss, theft, destruction, or mutilation
and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, how-
ever, that a new certificate may be issued without requiring any
bond when, in the judgment of the Board, it is proper so to do.
Section 6.05 Fixing Date for Determination of
Stockholders of Record. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in
respect of any other change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60
days prior to any other action. If, in any case involving the
determination of stockholders for any purpose other than notice
of or voting at a meeting of stockholders, the Board shall not
fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on
the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board
may fix a new record date for the adjourned meeting.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Seal. The Board shall provide a
corporate seal, which shall be in the form of a circle and shall
bear the name of the Corporation and words and figures showing
that the Corporation was incorporated in the State of Delaware
and the year of incorporation.
Section 7.02 Waiver of Notices. Whenever notice is
required to be given by the Bylaws or the Certificate of Incorp-
oration or by law, the person entitled to said notice may waive
such notice in writing, either before or after the time stated
therein, and such waiver shall be deemed equivalent to notice.
Section 7.03 Fiscal Year. The fiscal year of the
Corporation shall end on the 31st day of October of each year.
Section 7.04 Amendments. The Bylaws, or any of
them, may be rescinded, altered, amended or repealed, and new
Bylaws may be made, (i) by the Board, by vote of a majority of
the number of directors then in office as directors, acting at
any meeting of the Board, or (ii) by the vote of the holders of
not less than 80% of the total voting power of all outstanding
shares of voting stock of the Corporation, at any annual meeting
of stockholders, without previous notice, or at any special
meeting of stockholders, provided that notice of such proposed
amendment, modification, repeal or adoption is given in the
notice of special meeting. Any Bylaws made or altered by the
stockholders may be altered or repealed by the Board or may be
altered or repealed by the stockholders.
[TYPE] EX-4.2 EXHIBIT 4.2
Dear Shareholder:
Fluor Corporation is pleased to offer a Dividend Reinvestment Plan.
Participation is optional. The Plan provides shareholders of record the
opportunity to conveniently and economically increase their ownership in Fluor.
If you elect to participate, your quarterly dividend payment will
automatically be reinvested in shares of Fluor Common Stock at no cost to you.
You may also make optional cash investments to acquire additional shares at
costs substantially below normal brokerage fees.
The Plan is being offered through our agent, Chemical Bank. Please be sure
to review this brochure carefully for all the features and details of the Plan.
Then, if you wish to participate, complete and forward
the enclosed authorization card in the postage-paid envelope provided for your
convenience.
We are pleased to be offering you this program, and hope that many of you
will want to participate.
Sincerely,
L.G. McCRAW
-------------------------
L.G. McCraw
Chairman and
Chief Executive Officer
<PAGE>
KEY PLAN FEATURES
THE PLAN
The Plan offers Fluor shareholders the opportunity to conveniently reinvest
their dividends in shares of Fluor Common Stock without payment of a service fee
or brokerage commission.
DIVIDEND REINVESTMENT
Dividends paid by Fluor to you as a participating shareholder in the Plan
are automatically applied toward the purchase of additional Fluor Common Stock.
All fees and brokerage commissions are paid by Fluor. The Bank (Chemical Bank)
purchases both full and fractional shares for your Account which means the
entire amount of your dividend is utilized. In order to participate in the Plan,
all shares registered in your name must be enrolled in the Plan.
Until June 30, 1995, if you are the holder of record of at least one full
share of Fluor Common Stock, you may participate in the Plan. You will have
until June 30, 1995 to achieve a balance of 50 shares of Fluor Common Stock in
your Plan Account. After June 30, 1995, if your Account does not have a minimum
balance of at least 50 shares, your Account will be terminated without further
notice. In such event, the Account shares will be sold and a check for the net
proceeds will be mailed to you. After June 30, 1995, in order to participate in
the Plan, all Participants must enroll with and maintain a balance of not less
than 50 shares in his or her Account.
OPTIONAL CASH INVESTMENTS
In addition to reinvesting your dividends, you may elect to purchase
additional shares of Fluor Common Stock for cash in any amount from a minimum of
$100 to a maximum of $10,000 per quarter (Optional Cash Investments). You must
participate in the Dividend Reinvestment portion of the Plan to make Optional
Cash Investments. A three dollar ($3) service fee is charged for each check or
money order processed by the Bank. Payment of this fee will be split equally
between you and Fluor ($1.50 each). You are also responsible for a brokerage
commission of seven cents ($0.07) per share multiplied by the number of shares
of Fluor Common Stock purchased for your Account. Shares purchased with Optional
<PAGE>
Cash Investments will be credited to your Account less fees and commissions
required to be paid by you.
To make a Cash Investment, mail a check or money order payable to Chemical
Bank, together with the remittance slip which is part of your Account statement,
to the address indicated on the statement. Optional Cash Investments must be
received at least two business days prior to, but no earlier than 30 calendar
days preceding, the quarterly dividend payment date. Although the actual
dividend payment dates vary, these dates have historically occurred between the
10th and 21st days of January, April, July and October of each year.
PLAN PURCHASES OF FLUOR COMMON STOCK
The purchase of shares of Fluor Common Stock will generally occur on the
dividend payment date mentioned above but in no event later than 30 days
thereafter. The price of shares acquired for each Account will be equal to the
average price for all shares purchased by the Bank as agent for all Participants
in the Plan for that quarter.
PLAN ACCOUNT STATEMENTS
After the quarterly dividends and Optional Cash Investments are reinvested
in shares of Fluor Common Stock, the Bank will send you a detailed year-to-date
statement of your Account. The statement includes all amounts invested on your
behalf, the number of shares and fractional shares credited to your Account, the
purchase price of those shares and the total number of shares you hold in your
Account.
TAX INFORMATION
Reinvested dividends are treated by the IRS in the same manner as cash
dividends and are taxable. The payment of service fees and brokerage commissions
by Fluor on your behalf is considered income to you and reported as such to the
IRS. If you are subject to backup withholding tax on dividends under the Plan,
or if you are a foreign stockholder whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld is deducted from
the amount of the dividends and only the reduced amount is reinvested in Fluor
Common Stock. At
2
<PAGE>
year end, the Bank provides you with summary information for tax purposes.
CUSTODY OF SHARES
All shares purchased under the Plan are held for you in your Account by the
Bank. Upon written request, the Bank will send you a certificate for any full
shares credited to your Account. You must pay a service fee of five dollars ($5)
per certificate requested by sending a check or money order payable to Chemical
Bank.
You may also elect to have the Bank provide custodial service for the
shares of Fluor Common Stock that you already own by sending your share
certificates to the Bank at the address indicated below, either by registered or
certified mail, return receipt requested.
VOTING RIGHTS
Before each shareholder meeting, the Bank will mail a proxy card to you for
the shares held in your Account. Your shares will be voted as you direct. If you
properly sign and return the proxy card but otherwise provide no instruction,
your Account shares will be voted as recommended by Fluor's Board of Directors.
If you do not return your proxy, the shares in your Account will not be voted.
SALE OF PLAN ACCOUNT SHARES
You may sell shares of Fluor Common Stock directly from your Account at any
time through a written request directing the Bank to sell a specified number of
shares of stock from your Account. Sales of shares generally occur within seven
calendar days of receipt by Chemical Bank of your instruction to sell shares.
The Bank will remit the proceeds to you as soon as practicable, less a fifteen
dollar ($15) service fee and applicable brokerage commissions.
PARTICIPATION IN THE PLAN
Subject to the minimum holding requirements, all holders of record of Fluor
Common Stock may join the Plan at any time. To begin participating, complete an
authorization card and mail it to the Bank in the postage-paid envelope provided
for your convenience. If you are a shareholder of record and you have not
received an
3
<PAGE>
authorization card, contact the Bank at the address below.
If your shares are registered in the name of someone holding the shares on
your behalf (e.g., in the name of a broker, bank or other nominee) and you want
to participate in the Plan, you must either make appropriate arrangements with
your broker, bank or other registered holder to participate in the Plan, or you
must become the holder of record by having the shares transferred to your own
name.
Your authorization card must be received by the Bank prior to a dividend
record date for participation in the plan to begin effective with that quarterly
dividend payment. Although the actual record dates for Fluor dividends vary,
historically these dates have occurred between the 20th and 30th days of
December, March, June and September of each year.
WITHDRAWAL FROM THE PLAN
You may withdraw from the Plan at any time by notifying the Bank in writing
and mailing a check or money order of five dollars ($5) per certificate
requested. Upon withdrawal, the Bank will send you a certificate for the full
number of shares held in your Account and a check for any fractional share.
Alternatively, you may direct the Bank to sell your shares, upon which the Bank
will remit to you the cash proceeds less the fifteen dollar ($15) service fee
and brokerage commissions applicable to the sale of Account shares.
ADDITIONAL PLAN INFORMATION
If you have questions regarding the Plan please contact:
Chemical Bank
Fluor Dividend Reinvestment Plan
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Telephone: (800) 356-2017
4
<PAGE>
DIVIDEND REINVESTMENT PLAN TERMS AND CONDITIONS
1. As agent for each participating shareholder ("Participant") of Fluor
Corporation ("Fluor"), Chemical Bank (the "Bank") will carry out the Terms and
Conditions of the Fluor Corporation Dividend Reinvestment Plan (the "Plan") set
forth below.
2. To elect to participate in the Plan, a shareholder must submit to the
Bank a completed and signed authorization card ("Authorization"). The
Authorization must include the name (or names in the case of a joint tenancy or
trust, etc.) of the Participant exactly as the name or names are registered and
appear on the certificate. Pursuant to receiving such Authorization, the Bank
will establish an account under the Plan ("Account") for each Participant and
will credit to the Account of each Participant cash received by the Bank from
either of the following sources: (i) cash dividends payable to the Participant
on all shares of Fluor Common Stock registered in the Participant's name,
pursuant to paragraph 3 below; and (ii) Optional Cash Investments delivered to
the Bank by the Participant, pursuant to paragraph 4 below.
3. All cash dividends payable to the Participant on shares of Fluor Common
Stock registered in the Participant's name are applied toward the purchase of
additional Fluor Common Stock. Stock purchases are made by the Bank and the
newly acquired shares credited to the Participant's Account. All fees and
brokerage commissions are paid by Fluor. All shares registered in the
Participant's name must be enrolled in the Plan. The Plan does not permit
partial reinvestment, nor does the Plan permit the Participant to designate a
portion or percentage of the cash dividend to be applied toward reinvestment.
Under the Plan, the Bank reinvests all cash dividends on all shares registered
in the Participant's name except where it is clearly established to the Bank
that the Participant is holding Fluor shares for several beneficial owners. An
Authorization for dividend reinvestment must be received by the Bank prior to a
quarter's dividend record date for participation in the Plan to begin effective
with that quarterly dividend payment. Although the actual record dates for Fluor
dividends vary, historically these dates have occurred between the 20th and 30th
days of December, March, June and September of each year.
Until June 30, 1995, any holder of record of at least one full share of
Fluor Common Stock may participate in the Plan. After June 30, 1995, all
Accounts with a balance of less than 50 shares of Fluor Common Stock will be
terminated without further notice. In such event, the Account shares will be
sold and a check for the net proceeds, (proceeds less applicable fees pursuant
to paragraph 14 below) will be sent to the Participant. After June 30, 1995, in
order to participate in the Plan, all Participants must enroll with and maintain
a balance of not less than 50 shares in their Account.
4. The Participant may elect to purchase additional shares of Fluor Common
Stock for cash in any amount from a minimum amount of one hundred dollars ($100)
per investment to an aggregate maximum amount of ten thousand
5
<PAGE>
dollars ($10,000) per quarter ("Optional Cash Investments"). The Participant
must be participating in the Dividend Reinvestment portion of the Plan to make
Optional Cash Investments. A service fee in the amount of three dollars ($3) is
charged by the Bank for each check or money order processed. Payment of this fee
will be split equally between the Participant and Fluor ($1.50 each). A
brokerage commission of seven cents ($0.07) per share multiplied by the number
of shares purchased is also payable by the Participant. Shares purchased with
Optional Cash Investments will be credited to the Participant's Account less the
fees and commissions required to be paid by the Participant. Optional Cash
Investments must be received by the Bank at least two business days prior to,
but no earlier than 30 calendar days preceding, the quarterly dividend payment
date. Optional Cash Investments not received within this time period will be
returned to the Participant as soon as practicable. No interest will be paid on
Optional Cash Investments received by the Bank. Although the actual dividend
payment dates vary, these dates have historically occurred between the 10th and
21st days of January, April, July and October. If Fluor does not pay a dividend
in any quarter, Optional Cash Investments sent by the Participant to the Bank
will be invested as though such dividend had been paid.
Optional Cash Investments should be made payable to Chemical Bank, drawn
against United States banks and in United States dollars, and mailed directly,
together with the remittance slip which is part of the Participant's Account
statement, to the address indicated on the statement. Checks drawn against
non-United States banks must have the United States currency imprinted on the
check. Optional Cash Investments sent to any other address will not be
considered validly delivered. If any check is returned unpaid for any reason,
the Bank will consider the request for investment of such money null and void
and shall immediately remove from the Participant's Account any shares purchased
upon the prior credit of such money. The Bank shall thereupon be entitled to
sell these shares to satisfy any uncollected amounts. If the net proceeds of the
sale of such shares are insufficient to satisfy the balance of such uncollected
amounts, the Bank shall be entitled to sell such additional shares from the
Participant's Account to satisfy the uncollected balance.
5. The Bank will invest all cash credited to the Participant's Account for
the purchase of full and fractional shares of Fluor Common Stock. Dividends
received from Account shares and Optional Cash Investments may be aggregated and
commingled with the funds credited to all other Accounts of all other
Participants. No interest will be payable on such funds.
6. The Bank will generally invest the cash credited to the Participant's
Account on the dividend payment date but in no event later than 30 days from
said date, except where necessary to comply with applicable provisions of the
federal securities laws or the rules and regulations of the Securities and
Exchange Commission. If any suspension of trading of shares
6
<PAGE>
of Fluor Common Stock by any agency or governmental body remains effective for
30 consecutive days, the Bank shall return all cash in the Participant's Account
to the Participant after such thirtieth day. Optional Cash Investments received
during any 30 day suspension period will be returned as soon as practicable.
7. The Bank will purchase shares for the Participant's Account on any
securities exchange or national market system where shares of Fluor Common Stock
are traded, in the over-the-counter market or in negotiated transactions.
Purchases may be made on such terms as to price, delivery and otherwise, and may
be executed through such brokers or dealers, as the Bank may determine. The
price at which the Bank shall be deemed to have acquired shares for the
Participant's Account shall be the average price, excluding brokerage
commissions and any other costs of purchase, of all shares purchased by it as
agent for all Participants in the Plan on the applicable dividend payment date
and within 30 days thereafter. No Participant shall have any authority or power
to direct the time or price at which said shares may be purchased and the Bank
shall have no responsibility as to the value of the Fluor shares acquired or
held for the Participant's Account.
8. Following each purchase, the Bank will mail a statement to each
Participant summarizing the year-to-date transactions in the Participant's
Account, indicating, among other things, the cash dividends and Optional Cash
Investments received, the amounts reinvested, the number of shares and
fractional shares credited to the Participant's Account, the average cost per
share and the total number of shares in the Account. Current year Account
statements are provided at no charge to the Participant; however, a Participant
must pay a fee of twenty dollars ($20) if requesting copies of statements from a
prior calendar year.
9. It is understood that the reinvestment of dividends does not relieve the
Participant of any income tax which may be payable on such dividends. It is
understood that the payment by Fluor of service fees and brokerage commissions
is considered income to the Participant and reported as such to the IRS. If a
Participant is subject to United States backup withholding tax on dividends, or
is a foreign shareholder whose dividends are subject to United States income tax
withholding, the amount of the tax to be withheld will be deducted from the
amount of the dividends and only the reduced amount will be reinvested in Fluor
Common Stock. Statements of account for said participants indicate the amount
withheld. At year end, the Bank provides each Participant with summary
information for tax purposes at no charge to the Participant.
10. Certificates will ordinarily not be issued for shares acquired under the
Plan unless the Bank is so requested by the Participant in writing or until such
Account is terminated as provided in Paragraph 15 below. Upon written request,
the Bank will send certificates for any full shares credited to the
Participant's Account. No certificates for fractional shares will be issued. A
service fee of five dollars ($5) per certificate
7
<PAGE>
requested must be paid by the Participant by mailing a check or money order
payable to Chemical Bank.
11. The Participant may elect, at no additional cost, to deposit
certificates for shares of Fluor Common Stock with the Bank for safekeeping. The
Bank will credit the Participant's Account with the number of shares deposited
and will treat them in all respects in the same manner as shares purchased for
the Participant's Account. All certificates should be sent to the Bank by either
registered or certified mail, return receipt requested. The Participant bears
the risk of loss in transit.
12. Shares of Fluor Common Stock held in a Participant's Account may not be
pledged or assigned. The Participant must request that the shares be withdrawn
and a certificate be delivered to the Participant for these purposes.
13. All proxy solicitation materials will be sent by the Bank to
Participants. The Bank will vote Account shares as the Participant directs. If
no instructions are indicated on a properly signed and returned proxy card, the
Participant's Account shares will be voted in accordance with the
recommendations of Fluor's Board of Directors to the extent permitted by
applicable laws and regulations thereunder. If the proxy card is not returned,
the Participant's Account shares will not be voted.
14. If requested in writing, the Bank will sell a Participant's Account
shares generally within seven calendar days of receipt of the request and
promptly remit the proceeds to the Participant, less a fifteen dollar ($15)
service fee and applicable brokerage commissions. Requests to sell Account
shares must indicate the number of shares to be sold and not the dollar amount
to be attained. The Participant selling shares should be aware that prices may
fluctuate during the period between a request for sale, receipt by the bank of
the request and ultimate sale in the open market. The Participant bears the risk
of any price change.
15. A Participant may terminate participation in the Plan at any time by
giving written notice to the Bank. Such notice shall be effective upon receipt
by the Bank; however, if notice of termination is received by the Bank after a
dividend record date, such notice will not be effective until dividends paid for
that record date have been credited to the Participant's Account. Fluor may, in
its sole judgment, direct the Bank to terminate a Participant from the Plan at
any time if Fluor deems the practices of the Participant are not consistent with
the intent of the Plan. Upon termination, the Bank will promptly send the
Participant a certificate for the full shares in the Participant's Account and a
check in an amount equal to the value of any fractional shares based upon the
then current market price of a full share. A service fee of five dollars ($5)
per certificate requested must be paid by the Participant by mailing a check or
money order to Chemical Bank. The Bank may, at its discretion and without
notice, terminate any Account having a balance of less than one full share by
payment in cash.
8
<PAGE>
16. The Board of Directors of Fluor or any designated committee thereof,
reserves the right to amend, suspend, modify or terminate the Plan at any time,
but such action shall have no retroactive effect that would prejudice the
interest of the Participants. Notice of such action will be sent to the last
address of record for all Participants.
17. Any election, notice, request, instruction, or withdrawal which by any
provision of the Plan is required or permitted to be given or made by the
Participant to the Bank, shall be written and shall be deemed to be given or
made when received by the Bank. Such direction shall be mailed postage prepaid
to:
Chemical Bank
Fluor Dividend Reinvestment Plan
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Telephone: (800) 356-2017
18. Fluor and/or the Bank shall not be liable hereunder for any action
taken, suffered or omitted in good faith including without limitation, any claim
of liability arising under the following: (i) failure to terminate the
Participant's Account upon the Participant's death or otherwise prior to the
receipt of written notice of such death; (ii) termination accompanied by
documentation deemed satisfactory by the Bank; (iii) prices at which shares are
purchased or sold for the Participant's Account; (iv) timing and terms on which
such purchases and sales are made; or (v) market value or any fluctuation in the
market value after purchase of shares or sale of shares for the Participant's
Account.
19. These Terms and Conditions and the provisions of the Authorization shall
be governed by the laws of the State of New York.
9
EXHIBIT 10.10
=============
FLUOR CORPORATION AND SUBSIDIARIES
Management Manual
Section: Compensation Page: 114
Subject: TAX SERVICES PLAN Effective: 11-1-93
Supersedes: 6-1-89
Applies To: Fluor Corporation and its Subsidiaries
PURPOSE
The purpose of this Plan is to provide eligible executives of
Fluor Corporation and its subsidiaries with assistance in
personal tax compliance and planning.
ELIGIBILITY
Officers of Fluor Corporation and its designated subsidiaries in
Salary Grade 32 or above are authorized to participate in this
Plan. Officers in Salary Grades 29-31 may be approved for
participation at the $1,500 level by the Executive Committee or
the Office of the President, Fluor Daniel, Inc.
PROCEDURES
Charges for services rendered under this Plan for executives of
Fluor Corporation, Fluor Daniel, Inc., Fluor Constructors
International, Inc., and all divisions of those companies, should
be forwarded to the vice president, Human Resources and
Administration, Fluor Corporation, for approval and payment. All
other subsidiaries will be responsible for maintaining and
administering this Plan under the general provisions established
herein.
Total costs incurred by each executive covered by this Plan may
not exceed the Maximum Assistance Amount for a calendar year as
indicated below. These amounts are calendar year limitations,
which will be applied without regard to the particular tax
returns prepared or consulting services rendered. Costs in
excess of the maximum established for the executive will be
charged to the individual's personal account.
Charges, up to the Maximum Assistance Amount, paid by Fluor will
be included in each participant's total compensation as reported
to federal and state taxing authorities.
FLUOR CORPORATION AND SUBSIDIARIES
Management Manual
Section: Compensation Page: 115
Subject: TAX SERVICES PLAN Effective: 11-1-93
(Continued)
Supersedes: 6-1-89
Applies To: Fluor Corporation and its Subsidiaries
SCHEDULE OF MAXIMUM ASSISTANCE AMOUNTS
Maximum
Assistance
Salary Grade Amount
41 - 43 $8,000
38 - 40 6,000
35 - 37 4,000
32 - 34 2,000
In the event of the death of an eligible executive, this Plan
will continue in force for expenses resulting from the calendar
year in which the death occurred. Services provided by this Plan
will be made available to the executive's designated beneficiary
up to the applicable Maximum Assistance Amount, less any payments
previously made during that year.
All benefits under this Plan will immediately cease for those
executives who are terminated from the company for any reason
other than death, retirement or permanent and total disability.
EXHIBIT 10.11
=============
FLUOR CORPORATION AND SUBSIDIARIES
Management Manual
Section: Compensation Page: 116
Subject: PERSONAL FINANCIAL Effective: 11-1-93
COUNSELING PLAN
Supersedes: 6-1-89
Applies To: Fluor Corporation and its Subsidiaries
PURPOSE
The purpose of this Plan is to encourage executives of Fluor
Corporation and its designated subsidiaries to meet their overall
financial objectives through personal financial counseling
services.
ELIGIBILITY
Those officers of Fluor Corporation and its subsidiaries in
Salary Grade 32 or above are authorized to participate in this
Plan. Officers in Salary Grades 29-31 may be approved for
participation by the Executive Committee or Office of the
President, Fluor Daniel, Inc.
SCOPE OF SERVICES
Expenses incurred and fees charged by qualified financial
consultants of the executive's choice for personal financial
profiles, forecasts, investment plan development and estate
planning are included.
REIMBURSEMENT
The cost of such services up to $2,000 each of the first two
years the executive is eligible to participate in the Plan, plus
an additional $2,000 during the year of the executive's
retirement are eligible for reimbursement.
In the event of the death of an eligible executive prior to
retirement, services provided by this Plan will be made available
to the executive's designated beneficiary up to a maximum of
$2,000.
In the event of the death of an eligible executive during the
year of retirement, services provided by this Plan will be made
available to the executive's designated beneficiary up to a
maximum of $2,000 less any payments previously made during that
year.
FLUOR CORPORATION AND SUBSIDIARIES
Management Manual
Section: Compensation Page: 117
Subject: PERSONAL FINANCIAL Effective: 11-1-93
COUNSELING PLAN
(Continued) Supersedes: 6-1-89
Applies To: Fluor Corporation and its Subsidiaries
All benefits under this Plan will immediately cease for those
executives who are terminated from the company for any reason
other than death, retirement or permanent and total disability.
PROCEDURES
The Corporate Human Resources group is responsible for the
administration of this Plan for those executives of Fluor
Corporation, Fluor Daniel, Inc., Fluor Constructors
International, Inc., and all divisions of those companies. Bills
or receipts should be submitted to the vice president, Human
Resources and Administration, in Irvine for approval and final
forwarding to the appropriate accounting department for payment.
Total charges paid by Fluor will be included in each
participant's total compensation as reported to federal and state
taxing authorities.
All other subsidiaries will be responsible for maintaining and
administering this Plan under the general provisions established
above for their eligible executives.
EXHIBIT 10.15
=============
FLUOR CORPORATION
1988 FLUOR EXECUTIVE STOCK PLAN
AS AMENDED AND RESTATED
EFFECTIVE MARCH 9, 1993
TABLE OF CONTENTS
ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . 1
Sec. 1.1 Definitions. . . . . . . . . . . . . . . . . . . 1
ARTICLE II GENERAL. . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.1 Name . . . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.2 Purpose. . . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.3 Effective Date . . . . . . . . . . . . . . . . . . 3
Sec. 2.4 Limitations. . . . . . . . . . . . . . . . . . . . 4
Sec. 2.5 Options, Awards and Rights Granted Under Plan. . . 4
ARTICLE III PARTICIPANTS . . . . . . . . . . . . . . . . .. . 4
Sec. 3.1 Eligibility. . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV ADMINISTRATION . . . . . . . . . . . . . . . . . . 4
Sec. 4.1 Duties and Powers of Committee . . . . . . . . . . 4
Sec. 4.2 Majority Rule. . . . . . . . . . . . . . . . . . . 5
Sec. 4.3 Company Assistance . . . . . . . . . . . . . . . . 5
ARTICLE V OPTIONS. . . . . . . . . . . . . . . . . . . . . . 5
Sec. 5.1 Option Grant and Agreement . . . . . . . . . . . . 5
Sec. 5.2 Participation Limitation . . . . . . . . . . . . . 5
Sec. 5.3 Option Price . . . . . . . . . . . . . . . . . . . 6
Sec. 5.4 Option Period. . . . . . . . . . . . . . . . . . . 6
Sec. 5.5 Option Exercise. . . . . . . . . . . . . . . . . . 6
Sec. 5.6 Nontransferability of Option . . . . . . . . . . . 7
Sec. 5.7 Effect of Death or Other
Termination of Employment. . . . . . . . . . . . . 7
Sec. 5.8 Rights as Stockholder. . . . . . . . . . . . . . . 9
ARTICLE VI AWARDS . . . . . . . . . . . . . . . . . . . . . . 9
Sec. 6.1 Award Grant and Restricted Stock Agreement . . . . 9
Sec. 6.2 Consideration for Issuance . . . . . . . . . . . . 9
Sec. 6.3 Restrictions on Sale or Other Transfer . . . . . . 9
Sec. 6.4 Lapse of Restrictions. . . . . . . . . . . . . . . 10
Sec. 6.5 Rights as Stockholder. . . . . . . . . . . . . . . 10
ARTICLE VII STOCK CERTIFICATES . . . . . . . . . . . . . . . 10
Sec. 7.1 Stock Certificates . . . . . . . . . . . . . . . . 10
ARTICLE VIII GRANT AND EXERCISE OF RIGHTS . . . . . . . . . . 11
Sec. 8.1 Rights Grants and Agreements . . . . . . . . . . . 11
Sec. 8.2 Rights Period. . . . . . . . . . . . . . . . . . . 12
Sec. 8.3 Rights Exercise. . . . . . . . . . . . . . . . . . 12
Sec. 8.4 Nontransferability of Rights . . . . . . . . . . . 13
Sec. 8.5 Effect of Death or Other
Termination of Employment. . . . . . . . . . . . . 13
Sec. 8.6 No Rights as Stockholder . . . . . . . . . . . . . 14
ARTICLE IX STOCK PAYMENT. . . . . . . . . . . . . . . . . . 15
Sec. 9.1 Stock Payment. . . . . . . . . . . . . . . . . . . 15<PAGE>
ARTICLE X TERMINATION, AMENDMENT AND MODIFICATION OF PLAN . 15
Sec. 10.1 Termination, Amendment and Modification of Plan. . 15
ARTICLE XI MISCELLANEOUS. . . . . . . . . . . . . . . . . . . 15
Sec. 11.1 Adjustment Provisions. . . . . . . . . . . . . . . 15
Sec. 11.2 Continuation of Employment . . . . . . . . . . . . 16
Sec. 11.3 Compliance with Government Regulations . . . . . . 16
Sec. 11.4 Privileges of Stock Ownership. . . . . . . . . . . 16
Sec. 11.5 Withholding. . . . . . . . . . . . . . . . . . . . 17
Sec. 11.6 Nontransferability . . . . . . . . . . . . . . . . 17
Sec. 11.7 Other Compensation Plans . . . . . . . . . . . . . 17
Sec. 11.8 Plan Binding on Successors . . . . . . . . . . . . 17
Sec. 11.9 Singular, Plural; Gender . . . . . . . . . . . . . 17
Sec. 11.10 Headings, Etc., No Part of Plan. . . . . . . . . 17<PAGE>
ARTICLE I
DEFINITIONS
Sec. 1.1 DEFINITIONS
As used herein, the following terms shall have the meanings
hereinafter set forth unless the context clearly indicates to the
contrary:
(a) "Award" shall mean an award of Restricted Stock
pursuant to the provisions of Article VI hereof.
(b) "Awardee" shall mean an employee to whom Restricted
Stock has been awarded hereunder.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Change of Control" of the Company shall be deemed to
have occurred if, (i) a third person, including a 'group'
as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, acquires shares of the Company having
twenty-five percent or more of the total number of votes
that may be cast for the election of directors of the
Company; or (ii) as the result of any cash tender or
exchange offer, merger or other business combination, or
any any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a
majority of the Board of the Company or any successor to
the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(f) "Committee" shall mean the Organization and
Compensation Committee of the Board.
(g) "Company" shall mean Fluor Corporation.
(h) "Fair Market Value" shall mean the average of the
highest price and the lowest price per share at which the
Stock is sold in the regular way on the New York Stock
Exchange on the day an Option is granted hereunder or, in
the absence of any reported sales on such day, the first
preceding day on which there were such sales.
(i) "Grantee" shall mean an employee to whom Rights have
been granted hereunder.
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<PAGE>
(j) "Incentive Stock Option" shall mean an incentive
stock option, as defined under Section 422A of the Code and
the regulations thereunder to purchase Stock.
(k) "Nonqualified Stock Option" shall mean a stock option
other than an Incentive Stock Option to purchase Stock.
(l) "Option" shall mean an option to purchase Stock
granted pursuant to the provisions of Article V hereof and
refers to both Incentive Stock Options and Nonqualified
Stock Options.
(m) "Optionee" shall mean an employee to whom an Option
has been granted hereunder.
(n) "Plan" shall mean the 1988 Fluor Executive Stock
Plan, the terms of which are set forth herein.
(o) "Prior Plans" shall mean the 1971 Fluor Stock Option
Plan, the 1977 Fluor Executive Stock Plan, the 1981 Fluor
Executive Stock Plan and the 1982 Fluor Executive Stock
Option Plan.
(p) "Restricted Stock" shall mean Stock that may be
awarded to an employee by the Committee pursuant to Article
VI hereof, which is nontransferable and subject to a
substantial risk of forfeiture until specific conditions
are met. Conditions may be based on continuing employment
or achievement of preestablished performance objectives.
(q) "Restricted Stock Agreement" shall mean the agreement
between the Company and the Awardee with respect to
Restricted Stock awarded hereunder.
(r) "Rights" shall mean Stock Appreciation Rights granted
as provided herein.
(s) "Stock" shall mean the Common Stock of the Company
or, in the event that the outstanding shares of Stock are
hereafter changed into or exchanged for shares of a
different stock or securities of the Company or some other
corporation, such other stock or securities.
(t) "Stock Appreciation Right" or "Right" shall mean a
right granted pursuant to Article VIII hereof to receive a
number of shares of Stock or, in the discretion of the
Committee, an amount of cash or a combination of shares and
cash, based on the increase in the Fair Market Value of the
shares subject to the Right.
2
<PAGE>
(u) "Stock Appreciation Rights Agreement" shall mean the
agreement between the Company and the Grantee evidencing
the grant of Rights as provided herein.
(v) "Stock Option Agreement" shall mean the agreement
between the Company and the Optionee under which the
Optionee may purchase Stock hereunder.
(w) "Stock Payment" shall mean a payment in shares of
Stock to replace all or any portion of the compensation
(other than base salary) that would otherwise become
payable to any employee of the Company.
(x) "Subsidiary" shall mean any corporation, the majority
of the outstanding capital stock of which is owned,
directly or indirectly, by the Company or any partnership
or joint venture in which either the Company or such a
corporation is at least a twenty percent (20%) equity
participant.
ARTICLE II
GENERAL
Sec. 2.1 NAME
This Plan shall be known as the "1988 Fluor Executive Stock
Plan."
Sec. 2.2 PURPOSE
The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording to key management
employees of the Company and its Subsidiaries an opportunity to
acquire or increase their proprietary interest in the Company by
the grant to such employees of Options, Awards or Rights under
the terms set forth herein. By thus encouraging such employees
to become owners of Company shares and by granting such employees
with a form of cash incentive compensation which is measured by
the increase in market value of Company shares, the Company seeks
to motivate, retain and attract those highly competent
individuals upon whose judgment, initiative, leadership and
continued efforts the success of the Company in large measure
depends.
Sec. 2.3 EFFECTIVE DATE
The Plan shall become effective upon its approval by the
holders of a majority of the shares of Stock of the Company
represented at an annual or special meeting of the stockholders
of the Company.
3
<PAGE>
Sec. 2.4 LIMITATIONS
Subject to adjustment pursuant to the provisions of Section
ll.1 hereof, the aggregate number of shares of Stock which may be
issued and sold hereunder pursuant to Options or Awards which may
be granted hereunder shall not exceed the sum of (a) 5,500,000
plus (b) that number of shares currently outstanding as options
or awards under Prior Plans (2,686,214 shares) which subsequently
expire or are otherwise terminated. Any such shares may be
either authorized and unissued shares or shares issued and
thereafter acquired by the Company.
Sec. 2.5 OPTIONS, AWARDS AND RIGHTS GRANTED UNDER PLAN
Shares of Stock with respect to which an Option granted
hereunder shall have been exercised and shares of Stock received
pursuant to a Restricted Stock Agreement executed hereunder with
respect to which the restrictions provided for in Section 6.3
hereof shall have lapsed shall not again be available for Option
or Award grant hereunder. If Options granted hereunder shall
expire or terminate for any reason without being wholly
exercised, or if Restricted Stock is acquired by the Company
pursuant to the provisions of paragraph (c) of Section 6.3
hereof, new Options or Awards may be granted hereunder covering
the number of shares to which such Option expiration or
termination or Restricted Stock acquisition relates.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
Any officer or other key management employee of the Company
or its Subsidiaries shall be eligible to participate in the Plan;
provided, however, that no member of the Committee shall be
eligible to participate. The Committee may grant Options, Awards
or Rights to any eligible employee in accordance with such
determinations as the Committee from time to time in its sole
discretion shall make.
ARTICLE IV
ADMINISTRATION
Sec. 4.1 DUTIES AND POWERS OF COMMITTEE
The Plan shall be administered by the Committee. Subject
to the express provisions of the Plan, the Committee shall have
sole discretion and authority to determine from among eligible
employees those to whom and the time or times at which Options,
Rights or Awards may be granted, the number of shares of Stock to
be subject to each Option or Award, the number of Rights to be
4
<PAGE>
awarded and the period for the exercise of such Option or Rights
which need not be the same for each grant hereunder. Subject to
the express provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the
details and provisions of each Stock Option Agreement, Stock
Appreciation Rights Agreement and Restricted Stock Agreement, and
to make all other determinations necessary or advisable in the
administration of the Plan.
Sec. 4.2 MAJORITY RULE
A majority of the members of the Committee shall constitute
a quorum, and any action taken by a majority present at a meeting
at which a quorum is present or any action taken without a
meeting evidenced by a writing executed by a majority of the
whole Committee shall constitute the action of the Committee.
Sec. 4.3 COMPANY ASSISTANCE
The Company shall supply full and timely information to the
Committee on all matters relating to eligible employees, their
employment, death, retirement, disability or other termination of
employment, and such other pertinent facts as the Committee may
require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance
of its duties.
ARTICLE V
OPTIONS
Sec. 5.1 OPTION GRANT AND AGREEMENT
Each Option granted hereunder shall be evidenced by minutes
of a meeting or the written consent of the Committee and by a
written Stock Option Agreement dated as of the date of grant and
executed by the Company and the Optionee, which Agreement shall
set forth such terms and conditions as may be determined by the
Committee consistent with the Plan.
Sec. 5.2 PARTICIPATION LIMITATION
The Committee shall not grant an Incentive Stock Option to
any employee for such number of shares of Stock that, immediately
after the grant, the total number of shares of Stock owned or
subject to Options exercisable by and/or Awards outstanding in
the hands of such employee (or by such persons whose shares such
employee is considered as owning pursuant to the provisions of
the second succeeding sentence) exceed ten percent of the total
combined voting power of all classes of stock of the Company.
This restriction does not apply if, at the time such Incentive
5
<PAGE>
Stock Option is granted, the Incentive Stock Option purchase
price is at least 110% of the Fair Market Value on the date of
grant and the Incentive Stock Option by its terms is not
exercisable after the expiration of five (5) years from the date
of grant. For purposes of this Section 5.2, an employee shall be
considered as owning the stock owned, directly or indirectly, by
or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants; and the stock
owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or
beneficiaries.
Sec. 5.3 OPTION PRICE
The purchase price of Stock under each Option will be
determined by the Committee but may not be less than the Fair
Market Value on the date of grant.
Sec. 5.4 OPTION PERIOD
Each Option granted hereunder must be granted within ten
years from the effective date of the Plan. The period for the
exercise of each Option shall be determined by the Committee, but
in no instance shall such period exceed ten years from the date
of grant of the Option.
Sec. 5.5 OPTION EXERCISE
(a) Options granted hereunder may not be exercised unless
and until the Optionee shall have been or remained in the
employ of the Company or its Subsidiaries for one year from
and after the date such Option was granted, except as
otherwise provided in Section 5.7 hereof.
(b) Options may be exercised with respect to whole shares
only, for such shares of Stock and within the period
permitted for the exercise thereof as determined by the
Committee, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified
number of shares delivered to the Company at its principal
office in the State of California, and payment in full to
the Company at said office of the amount of the Option
price for the number of shares of Stock with respect to
which the Option is then being exercised. The purchase
price may be paid by the assignment and delivery to the
Company of shares of Stock or a combination of cash and
shares of Stock equal in value to the exercise price. Any
shares assigned and delivered to the Company in payment or
partial payment of the purchase price will be valued at
their Fair Market Value on the exercise date.
6
<PAGE>
(c) The Fair Market Value of the Stock at the date of
grant for which any employee may exercise Incentive Stock
Options in any calendar year under the Plan (or any other
stock option plan of the Company adopted after December 31,
1986) may not exceed $100,000.
Sec. 5.6 NONTRANSFERABILITY OF OPTION
No Option shall be transferred by an Optionee otherwise
than by a will or the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only
by him.
Sec. 5.7 EFFECT OF DEATH OR OTHER
TERMINATION OF EMPLOYMENT
(a) If, prior to a date one year from the date on which
an Option shall have been granted, the Optionee's
employment with the Company or its Subsidiaries shall be
terminated by the Company or Subsidiary with or without
cause, or by the act of the Optionee, the Optionee's right
to exercise such Option shall terminate and all rights
thereunder shall cease; provided, however, that if the
Optionee shall die, retire or become permanently and
totally disabled, as determined in accordance with
applicable Company personnel policies, or if the Optionee's
employment with the Company or its Subsidiaries shall be
terminated within two years after a Change of Control of
the Company and such termination occurs prior to a date one
year from the date on which an Option shall have been
granted, such Option shall become exercisable in full on
the date of such death, retirement, disability or
termination of employment.
(b) If, on or after one year from the date on which an
Option shall have been granted, an Optionee's employment
with the Company or its Subsidiaries shall be terminated
for any reason other than death, retirement or permanent
total disability, or within two years following a Change of
Control of the Company, the Optionee shall have the right,
during the period ending three months after such
termination, to exercise such Option to the extent that it
was exercisable at the date of such termination and shall
not have been exercised, subject, however, to the
provisions of Section 5.4 hereof.
(c) Upon termination of an Optionee's employment with the
Company or its Subsidiaries by reason of retirement or
permanent total disability, as determined in accordance
with applicable Company personnel policies, or within two
years following a Change of Control of the Company, such
Optionee shall have the right, during the period ending
7
<PAGE>
three years after such termination, to exercise his Option
in full, without regard to any installment exercise
provisions, to the extent that it shall not have been
exercised, subject, however, to the provisions of Section
5.4 hereof.
(d) If an Optionee shall die (i) while in the employ of
the Company or its Subsidiaries, or (ii) within three
months after termination of employment where such
termination did not occur either by reason of retirement or
permanent total disability or within two years following a
Change of Control of the Company, or (iii) within three
years after termination of employment where such
termination occurred either by reason of retirement or
permanent total disability or within two years following a
Change of Control of the Company, the executor or
administrator of the estate of the decedent or the person
or persons to whom an Option granted hereunder shall have
been validly transferred by the executor or the
administrator pursuant to a will or the laws of descent and
distribution shall have the right, during the period ending
three years after the date of the Optionee's death, to
exercise the Optionee's Option (A) in full, without regard
to any installment exercise provisions, to the extent that
it shall not have been exercised, if the Optionee shall
have died while in the employ of the Company or its
Subsidiaries or within three years after termination
of employment where such termination occurred either by
reason of retirement or permanent total disability or
within two years following a Change of Control of the
Company, or (B), to the extent that it was exercisable at
the date of the Optionee's death and shall not have been
exercised, if the Optionee shall have died within three
months after termination of employment where such
termination did not occur by reason of either retirement or
permanent total disability or within two years following a
Change of Control of the Company, subject, however, to the
provisions of Section 5.4 hereof.
(e) No transfer of an Option by the Optionee by a will or
by the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been
furnished with written notice thereof and an authenticated
copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or
transferees of the terms and conditions of such Option.
8
<PAGE>
Sec. 5.8 RIGHTS AS STOCKHOLDER
An Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares subject to
such Option prior to the purchase of such shares by exercise of
such Option as provided herein.
ARTICLE VI
AWARDS
Sec. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT
The Committee may grant Awards of Restricted Stock to
Awardees. The Committee shall determine the restrictions upon
the Restricted Stock, and when such restrictions shall lapse.
Each Award granted hereunder must be granted within ten years
from the effective date of the Plan and shall be evidenced by
minutes of a meeting or the written consent of the Committee.
The Awardee shall be entitled to receive the Stock subject to
such Award only if the Company and the Awardee, within 30 days
after the date of the Award, enter into a written Restricted
Stock Agreement dated as of the date of the Award, which
Agreement shall set forth such terms and conditions as may be
determined by the Committee consistent with the Plan.
Sec. 6.2 CONSIDERATION FOR ISSUANCE
No shares of Restricted Stock shall be issued to an Awardee
hereunder unless and until the Committee shall have determined
that consideration has been received by the Company, in the form
of labor performed for or services actually rendered to the
Company by the Awardee, having a fair value of not less than the
then fair market value of a like number of shares of Stock
subject to all of the herein provided conditions and restrictions
applicable to Restricted Stock, but in no event less than the par
value of such shares.
Sec. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER
Each share of Stock received pursuant to each Restricted
Stock Agreement shall be subject to the following restrictions:
(a) Stock certificates evidencing such shares shall be
issued in the sole name of the Awardee and delivered to
him, and each such certificate shall bear the following
legend:
"The shares of Fluor Corporation common stock evidenced
by this certificate are subject to acquisition by Fluor
Corporation, and such shares may not be sold or
otherwise transferred except pursuant to the provisions
9
<PAGE>
of the Restricted Stock Agreement by and between Fluor
Corporation and the registered owner of such shares."
(b) No such shares may be sold, transferred or otherwise
alienated or hypothecated so long as the certificate
evidencing such shares bears the legend provided for in
paragraph (a) of this Section 6.3.
(c) Unless the Committee in its discretion determines
otherwise, upon an Awardee's termination of employment for
any reason, all of the Awardee's Restricted Stock remaining
subject to restriction shall be acquired by the Company
effective as of the date of such termination of employment.
Sec. 6.4 LAPSE OF RESTRICTIONS
The restrictions imposed upon Restricted Stock under
Section 6.3 above will lapse in accordance with such conditions
as are determined by the Committee and set forth in the
Restricted Stock Agreement.
Sec. 6.5 RIGHTS AS STOCKHOLDER
Subject to the provisions of Section 6.3 hereof, upon the
issuance to the Awardee of Restricted Stock hereunder, the
Awardee shall have all the rights of a stockholder with respect
to such Stock, including the right to vote the shares and receive
all dividends and other distributions paid or made with respect
thereto.
ARTICLE VII
STOCK CERTIFICATES
Sec. 7.1 STOCK CERTIFICATES
The Company shall not be required to issue or deliver any
certificate for shares of Stock purchased upon the exercise of
any Option granted hereunder or any portion thereof, or received
as Restricted Stock pursuant to a Restricted Stock Agreement
executed hereunder, prior to fulfillment of all of the following
conditions:
(a) the admission of such shares to listing on all stock
exchanges on which the Stock is then listed;
(b) the completion of any registration or other
qualification of such shares under any federal or state law
or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory
body, which the Committee shall in its sole discretion deem
necessary or advisable;
10
<PAGE>
(c) the obtaining of any approval or other clearance from
any federal or state governmental agency which the
Committee shall in its sole discretion determine to be
necessary or advisable; and
(d) the lapse of such reasonable period of time following
the exercise of the Option or the execution of the
Restricted Stock Agreement as the Committee from time to
time may establish for reasons of administrative
convenience.
ARTICLE VIII
GRANT AND EXERCISE OF RIGHTS
Sec. 8.1 RIGHTS GRANTS AND AGREEMENTS
The Committee may approve the grant of Rights related or
unrelated to Options, subject to the following terms and
conditions:
(a) A Stock Appreciation Right may be granted:
(i) at any time if unrelated to an Option;
(ii) only at the time of grant if related to an
Option.
(b) A Stock Appreciation Right grant in connection with
an Option will entitle the holder of the related Option,
upon exercise of the Stock Appreciation Right, to surrender
such Option, or any portion thereof to the extent
unexercised, with respect to the number of shares as to
which such Stock Appreciation Right is exercised, and to
receive payment of an amount computed pursuant to Sec.
8.1(d). Such Option will, to the extent surrendered, then
cease to be exercisable.
(c) Subject to Section 8.1(g), a Stock Appreciation Right
granted in connection with an Option hereunder will be
exercisable at such time or times, and only to the extent
that a related Option is exercisable, and will not be
transferable except to the extent that such related Option
may be transferable.
(d) Upon the exercise of a Stock Appreciation Right
related to an Option, the holder will be entitled to
receive payment of an amount determined by multiplying:
(i) The difference obtained by subtracting the
purchase price of a share of Stock specified in
the related Option from the Fair Market Value
of a share of Stock on the date of exercise of
such Stock Appreciation Right, by
11
<PAGE>
(ii) The number of shares as to which such Stock
Appreciation Right has been exercised.
(e) The Committee may grant Stock Appreciation Rights
unrelated to Options. Section 8.1(d) shall be used to
determine the amount payable at exercise under such Stock
Appreciation Right except that, in lieu of the price
specified in the related option, the initial share value
specified in the award, which may not be less than the Fair
Market Value on the date of the award, shall be used.
(f) Payment of the amount determined under Section 8.1(d)
or (e) may be made solely in cash.
(g) The Committee may, at the time a Stock Appreciation
Right is granted, impose such conditions on the exercise of
the Stock Appreciation Right as may be required to satisfy
the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") (or any other
comparable provisions in effect at the time or times in
question). Without limiting the generality of the
foregoing, the Committee may determine that a Stock
Appreciation Right may be exercised only during the period
beginning on the third business day and ending on the
twelfth business day following the publication of the
Company's quarterly and annual summarized financial data.
(h) The date of the grant shall be the date of such
Committee action. Each grant shall be evidenced by minutes
of a meeting or the written consent of the Committee and by
a written Stock Appreciation Rights Agreement dated as of
the date of the grant and executed by the Grantee and the
Company, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent
with the Plan.
Sec. 8.2 RIGHTS PERIOD
The period for the exercise of each Right granted hereunder
shall be determined by the Committee, but in no instance shall
such period exceed ten years from the date of grant.
Sec. 8.3 RIGHTS EXERCISE
(a) Rights granted hereunder may not be exercised unless
and until the Grantee shall have been or remained in the
employ of the Company or its Subsidiaries for one year from
and after the date of grant of such Rights, except as
otherwise provided in Section 8.5 hereof.
(b) Rights granted hereunder may be exercised with
respect to whole Rights only, in such number as determined
12
<PAGE>
by the Committee, and shall be exercised by written notice
of intent to exercise with respect to a specified number of
Rights delivered to the Company at its principal office in
the State of California.
Sec. 8.4 NONTRANSFERABILITY OF RIGHTS
No Rights granted hereunder shall be transferred by a
Grantee otherwise than by a will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986, as amended, or
Title I of the Employee Retirement Income Security Act, or the
rules thereunder. During the lifetime of a Grantee, such Rights
shall be exercisable only by him.
Sec. 8.5 EFFECT OF DEATH OR OTHER
TERMINATION OF EMPLOYMENT
(a) If, prior to a date one year from the date on which
Rights shall have been granted, the Grantee's employment
with the Company or its Subsidiaries shall be terminated by
the Company or Subsidiary with or without cause, or by the
act of the Grantee, the Grantee's right to exercise such
Rights shall terminate and all rights thereunder shall
cease; provided, however, that if the Grantee shall die,
retire, or become permanently and totally disabled, as
determined in accordance with applicable Company personnel
policies, or if the Grantee's employment with the Company
or its Subsidiaries shall be terminated within two years
after a Change of Control of the Company and such
termination occurs prior to a date one year from the date
on which such Rights shall have been granted, such Rights
shall become exercisable in full on the date of such death
or disability.
(b) If, on or after one year from the date on which
Rights shall have been granted, a Grantee's employment with
the Company or its Subsidiaries shall be terminated for any
reason other than death, retirement or permanent total
disability, or within two years following a Change of
Control of the Company, the Grantee shall have the right,
during the period ending three months after such
termination, to exercise such Rights to the extent that
they were exercisable at the date of such termination and
shall not have been exercised, subject, however, to the
provisions of Section 8.2 hereof.
(c) Upon termination of a Grantee's employment with the
Company or its Subsidiaries by reason of retirement or per-
manent total disability, as determined in accordance with
applicable Company personnel policies, or within two years
following a Change of Control of the Company, such Grantee
13
<PAGE>
shall have the right, during the period ending three years
after such termination, to exercise his Rights in full,
without regard to any installment exercise provisions, to
the extent that they shall not have been exercised,
subject, however, to the provisions of Section 8.2 hereof.
(d) If a Grantee shall die (i) while in the employ of the
Company or its Subsidiaries, or (ii) within three months
after termination of employment where such termination did
not occur either by reason of retirement or permanent total
disability or within two years following a Change of
Control of the Company, or (iii) within three years after
termination of employment where such termination occurred
either by reason of retirement or permanent total
disability or within two years following a Change of
Control of the Company, the executor or administrator of
the estate of the decedent or the person or persons to whom
Rights granted hereunder shall have been validly
transferred by the executor or the administrator pursuant
to a will or the laws of descent and distribution shall
have the right, during the period ending three years after
the date of the Grantee's death, to exercise the Grantee's
Rights (A) in full, without regard to any installment
exercise provisions, to the extent that they shall not have
been exercised, if the Grantee shall have died while in the
employ of the Company or its Subsidiaries or within three
years after termination of employment where such
termination occurred either by reason of retirement or
permanent total disability or within two years following a
Change of Control of the Company, or (B) to the extent that
they were exercisable at the date of the Grantee's death
and shall not have been exercised, if the Grantee shall
have died within three months after termination of
employment where such termination did not occur by reason
of either retirement or permanent total disability or
within two years following a Change of Control of the
Company, subject, however, to the provisions of Section 8.2
hereof.
(e) No transfer of Rights by a Grantee by a will or by
the laws of descent and distribution shall be effective to
bind the Company unless the Company shall have been
furnished with written notice thereof and an authenticated
copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or
transferees of the terms and conditions of such Rights.
Sec. 8.6 NO RIGHTS AS STOCKHOLDER
Nothing herein contained shall be deemed to give any
Grantee any rights as a stockholder of the Company.
14
<PAGE>
ARTICLE IX
STOCK PAYMENT
Sec. 9.1 STOCK PAYMENT
The Committee may approve payments of Stock to any employee
of the Company for all or any portion of the compensation (other
than base salary) that would otherwise become payable to such
employee in cash.
ARTICLE X
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 10.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the
Committee, terminate, and may at any time and from time to time
and in any respect amend or modify, the Plan, provided, however,
that no such action of the Board without approval of the
stockholders of the Company may:
(a) increase the total number of shares of Stock subject
to the Plan except as contemplated in Section 11.1 hereof;
(b) materially increase the benefits accruing to
participants under the Plan;
(c) withdraw the administration of the Plan from the
Committee; or
(d) permit any person while a member of the Committee to
be eligible to receive an Option, Right or Restricted Stock
under the Plan; and provided further, that no termination,
amendment or modification of the Plan shall in any manner
affect any Stock Option Agreement, Restricted Stock
Agreement or Stock Appreciation Rights Agreement
theretofore executed pursuant to the Plan without the
consent of such Optionee, Awardee or Grantee.
ARTICLE XI
MISCELLANEOUS
Sec. 11.1 ADJUSTMENT PROVISIONS
(a) Subject to Section 11.1(b) below, if the
outstanding shares of Stock of the Company are increased,
decreased, or exchanged for a different number or kind of
shares or other securities, or if additional shares or
new or different shares or other securities are
distributed with respect to such shares of Stock or other
15
<PAGE>
securities, through merger, consolidation, sale of all or
substantially all of the property of the Company,
reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other
distribution with respect to such shares of Stock or
other securities, an appropriate and proportionate
adjustment may be made in (i) the maximum number and kind
of shares provided in Section 2.4, (ii) the number and
kind of shares or other securities subject to the
outstanding Options, Awards and Grants, and (iii) the
price for each share or other unit of any other
securities subject to outstanding Options or Grants
without change in the aggregate purchase price or value
as to which such Options or Grants remain exercisable.
(b) Adjustments under Section 11.1(a) will be made by
the Committee, whose determination as to what adjustments
will be made and the extent thereof will be final,
binding, and conclusive. No fractional interests will be
issued under the Plan resulting from any such
adjustments.
Sec. 11.2 CONTINUATION OF EMPLOYMENT
Nothing in the Plan or in any instrument executed
pursuant to the Plan will confer upon any employee any right to
continue in the employ of the Company or any Subsidiary or affect
the right of the Company or any Subsidiary to terminate the
employment of any employee at any time with or without cause.
Sec. 11.3 COMPLIANCE WITH GOVERNMENT REGULATIONS
No shares of Stock will be issued hereunder unless and
until all applicable requirements imposed by federal and state
securities and other laws, rules, and regulations and by any
regulatory agencies having jurisdiction and by any stock
exchanges upon which the Stock may be listed have been fully
met. As a condition precedent to the issuance of shares of Stock
pursuant hereto, the Company may require the employee to take any
reasonable action to comply with such requirements.
Sec. 11.4 PRIVILEGES OF STOCK OWNERSHIP
No employee and no beneficiary or other person claiming
under or through such employee will have any right, title, or
interest in or to any shares of Stock allocated or reserved under
the Plan or subject to any Option, Right or Award except as to
such shares of Stock, if any, that have been issued to such
employee.
16
<PAGE>
Sec. 11.5 WITHHOLDING
The Company may make such provisions as it deems
appropriate to withhold any taxes the Company determines it is
required to withhold in connection with any Option, Award or
Right. The Company may require the employee to satisfy any
relevant tax requirements before authorizing any issuance of
Stock to the employee. Such settlement may be made in cash or
Stock.
Sec. 11.6 NONTRANSFERABILITY
An Option, Award or Right may be exercised during the
life of the employee solely by the employee or the employee's
duly appointed guardian or personal representative. No Option,
Award or Right and no other right under the Plan, contingent or
otherwise, will be assignable or subject to any encumbrance,
pledge, or charge of any nature.
Sec. 11.7 OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock
option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other
compensation for employees of the Company or any Subsidiary.
Sec. 11.8 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns
of the Company.
Sec. 11.9 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine
gender.
Sec. 11.10 HEADINGS, ETC., NO PART OF PLAN
Headings of Articles and Sections hereof are inserted for
convenience and reference; they constitute no part of the Plan.
17
<PAGE>
EXHIBIT 13
==========
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
In millions,
except per share amounts 1993 1992 1991 1990 1989 1988
OPERATING RESULTS
<S> <C> <C> <C> <C> <C> <C>
Revenues from continuing operations $ 7,850.2 $ 6,600.7 $ 6,572.0 $7,248.9 $6,127.2 $5,008.9
Earnings from continuing operations
before taxes 242.2 215.4 228.4 153.6 135.6 62.0
Earnings from continuing operations, net 166.8 135.3 153.1 119.4 84.1 38.6
Earnings (loss) from discontinued
operations, net -- (96.6) 11.0 35.2 28.6 21.6
Cumulative effect of change in accounting
principle, net -- (32.9) -- -- -- --
Net earnings 166.8 5.8 164.1 154.6 112.7 60.2
Earnings per share
Continuing operations 2.03 1.65 1.87 1.47 1.04 0.48
Discontinued operations -- (1.18) 0.14 0.43 0.36 0.27
Cumulative effect of change in
accounting principle -- (0.40) -- -- -- --
Net earnings per share $ 2.03 $ 0.07 $ 2.01 $ 1.90 $ 1.40 $ 0.75
Return on average shareholders' equity 17.4% 0.6% 20.2% 23.3% 21.5% 14.2%
Cash dividends per common share $ 0.48 $ 0.40 $ 0.32 $ 0.24 $ 0.14 $ 0.02
FINANCIAL POSITION
Current assets $ 1,309.1 $ 1,138.6 $ 1,159.5 $1,222.8 $1,036.4 $1,001.0
Current liabilities 930.9 845.4 848.2 984.0 797.7 786.1
Working capital 378.2 293.2 311.3 238.8 238.7 214.9
Property, plant and equipment, net 1,100.9 1,046.9 1,092.7 925.3 775.3 729.8
Total assets 2,588.9 2,365.5 2,421.4 2,475.8 2,154.3 2,075.7
Capitalization
Long-term debt 59.6 61.3 75.7 57.6 62.5 95.0
Shareholders' equity 1,044.1 880.8 900.6 741.3 589.9 467.1
Total capitalization $ 1,103.7 $ 942.1 $ 976.3 $ 798.9 $ 652.4 $ 562.1
Percent of total capitalization
Long-term debt 5.4 6.5 7.8 7.2 9.6 16.9
Shareholders' equity 94.6 93.5 92.2 92.8 90.4 83.1
Shareholders' equity per common share $ 12.72 $ 10.81 $ 11.10 $ 9.22 $ 7.39 $ 5.91
Common shares outstanding at October 31 82.1 81.5 81.1 80.4 79.8 79.1
OTHER DATA
New awards $ 8,000.9 $10,867.7 $ 8,531.6 $7,632.3 $7,135.3 $5,955.2
Backlog at year end 14,753.5 14,706.0 11,181.3 9,557.8 8,360.9 6,658.6
Capital expenditures 171.5 287.0 159.7 155.7 139.2 86.3
Cash provided by operating activities $ 192.0 $ 306.0 $ 219.0 $ 353.1 $ 265.1 $ 17.7
See Management's Discussion and Analysis on pages 23 to 25,
Consolidated Statement of Earnings on page 28, Notes to
Consolidated Financial Statements on pages 31 to 41 and
Quarterly Financial Data on page 43 for information relating to
significant items affecting the results of operations.
The quarterly dividend was increased from $.02 per share to
$.04 per share in the second quarter of 1989, to $.06 per share
in the first quarter of 1990, to $.08 per share in the first
quarter of 1991, to $.10 per share in the first quarter of
1992, to $.12 per share in the first quarter of 1993 and to
$.13 per share in the first quarter of 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis is provided to increase
understanding of, and should be read in conjunction with, the
consolidated financial statements and accompanying notes.
RESULTS OF OPERATIONS
Earnings from continuing operations were $167 million in 1993
compared with $135 million in 1992 and $153 million in 1991.
The related earnings per share were $2.03 in 1993 compared with
$1.65 in 1992 and $1.87 in 1991. Earnings from continuing
operations in 1993 and 1991 include net nonrecurring gains of
approximately $6 million and $22 million, respectively, while
there were no comparable items in 1992. Revenues increased 19
percent in 1993 following a slight increase in 1992.
ENGINEERING AND CONSTRUCTION
Due largely to weak economies and capital spending within
certain United States, European and Middle Eastern markets, the
Government, Process, Industrial and Power sectors experienced
declines in awards during 1993 that were only partially offset
by an increase in the Hydrocarbon sector. Total new awards
decreased 26 percent to $8.0 billion in 1993, compared with
$10.9 billion in 1992 and $8.5 billion in 1991. At the same
time, there continue to be a number of megaproject
opportunities, particularly outside the United States. These
projects develop slowly and, therefore could create variability
in the company's incoming order and backlog pattern.
Accordingly, it is difficult to predict future award trends
with any degree of certainty. Consistent with the company's
long-term goal of broad geographic diversity, over 50 percent
of 1993 new awards came from projects located outside the
United States, compared with approximately 30 percent in 1992
and 35 percent in 1991.
The following table sets forth new awards for each of the
company's business sectors:
$ in millions/Year
ended October 31, 1993 1992 1991
Hydrocarbon $ 4,540 57 % $ 3,534 33 % $ 3,216 38 %
Industrial 1,612 20 2,300 21 943 11
Government 123 2 2,278 21 535 6
Process 1,288 16 2,012 18 3,127 37
Power 438 5 744 7 711 8
Total new awards $ 8,001 100 % $10,868 100 % $ 8,532 100 %
United States $ 3,686 46 % $ 7,348 68 % $ 5,586 65 %
Outside United
States 4,315 54 3,520 32 2,946 35
Total new awards $ 8,001 100 % $10,868 100 % $ 8,532 100 %
Total backlog at October 31, 1993, 1992 and 1991 was $14.8
billion, $14.7 billion and $11.2 billion, respectively. The
ratio of work outside the United States at October 31, 1993
increased to 39 percent of total backlog, compared with 28
percent at October 31, 1992. This increase is largely
attributable to the company's selection by Shell Nederland
Rafinaderij B.V. to execute the first phase on the renovation
of one of Shell's European refineries and the award of a
lump-sum project to a joint venture, in which the company is a
50 percent owner, to build a new oil refinery in Thailand for
Rayong Refinery Company. These contracts added approximately
$3.0 billion to the company's backlog for the year ended
October 31, 1993. Together with a 1992 award from the
Department of Energy to manage the environmental cleanup of its
uranium production facilities in Fernald, Ohio, these three
contracts represent approximately $4.4 billion, or 30 percent
of total backlog at October 31, 1993.
Engineering and Construction operating profits increased 16
percent to $221 million in 1993 compared with $191 million in
1992 and $166 million in 1991 primarily as the result of the
increased volume of work performed. Overall margins in 1993 are
approximately level with the prior year. Margins are affected
by competitive market conditions and the mix of engineering and
construction projects, making it difficult to predict a trend
over time.
COAL
Revenues and operating profit from Coal operations in 1993 were
$717 million and $71 million, respectively, compared with
revenues of $697 million and operating profit of $80 million in
1992. Revenues and operating profit in 1991 were $758 million
and $61 million. The increase in revenues in 1993 is due
primarily to a 21 percent increase in sales volume of produced
coal that more than offset the effects of decreases in the
sales price per ton of produced coal and the sales volume of
purchased coal. Gross margin improved in 1993 due primarily to
overall increased sales volume and a continued emphasis on
produced coal sales, which generated a 20 percent margin in
1993, rather than sales of purchased coal which had a 6 percent
margin. Revenues and margin in 1993 also benefited from the
initial production from new coal reserves acquired during the
past two years. Operating profits declined in 1993 compared
with 1992 due primarily to a $10 million nonrecurring charge in
1993 related to the settlement of a dispute with the pension
and benefits funds of the United Mine Workers of
America/Bituminous Coal Operators of America. During 1993, a
major strike against many coal producers, other than Massey,
caused higher coal prices in the latter part of the year. The
long-term impact of the strike on coal prices is uncertain.
The decrease in revenues in 1992 compared with 1991 was due
primarily to lower sales volume of purchased coal that more
than offset a 2 percent increase in produced coal revenues.
Overall sales volume was down due to decreased demand resulting
from mild weather together with continued recessionary market
conditions. However, margins improved in 1992 compared with
1991 due to a greater emphasis on produced coal sales, which
had a 23 percent margin in 1992, compared with purchased coal
which had a 4 percent margin. The effect of emphasizing
produced coal sales from existing and newly acquired mines
resulted in an increase in overall gross margin percentage to
20 percent in 1992 from 17 percent in 1991, which accounted for
slightly more than half of the increase in total operating
profit in 1992. The remainder of the increase in operating
profit is due primarily to a gain on the sale of a coal
processing plant.
OTHER
Net interest income improved slightly in 1993 due largely to
the repayment during 1993 and 1992 of approximately $46 million
and $18 million, respectively, of long-term debt. The decrease
in interest expense resulting from the debt repayment was,
however, almost entirely offset by lower interest income as the
result of lower interest rates and lower interest earning
assets. The significant decline in 1992 compared with 1991 is
primarily attributable to the elimination of the company's
high-interest-earning bond portfolio in connection with the
repurchase of its Sugar Land facility in 1991, lower 1992
levels of short-term interest-earning assets resulting from
capital expenditures at Massey Coal, the prepayment of
long-term notes in the third quarter of 1992 and lower interest
rates.
Although corporate overhead expense remained level in 1993
compared with 1992, corporate administrative and general
expense increased in 1993 compared to 1992 primarily due to
higher net periodic pension income in 1992. Corporate
administrative and general expense decreased in 1992 compared
with 1991 due to lower stock price driven compensation plan
expenses, an increase in net periodic pension income and lower
corporate overhead costs.
Net earnings for the year ended October 31, 1993 benefited from
the reversal of $12.6 million of income tax liabilities. This
reversal was made in connection with the conclusion of a
federal income tax audit in the second quarter of 1993 for the
years 1984 through 1986. This reduction in liabilities did not
affect the company's cash flows. After excluding the 1993 and
1991 reversals of income tax liabilities, there is no
significant difference in 1993, 1992 or 1991 between the
effective federal income tax rate on earnings from continuing
operations and the statutory rate.
The Revenue Reconciliation Act of 1993 did not have a material
effect on the consolidated financial position or results of
operations of the company.
In November 1992, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS No.
112). The statement requires accrual of the estimated cost of
benefits provided by the employer to former or inactive
employees after employment but before retirement. Adoption of
SFAS No. 112 by the company is not required until fiscal year
1995. Although the precise method and impact of implementation
is not known at this time, management believes the effect,
based on the company's current benefit programs, will not be
material.
The company's operations, including its discontinued Lead
operations, are subject to and affected by federal, state and
local laws and regulations regarding the protection of the
environment. The company maintains reserves for potential
future environmental costs where such obligations are either
known or considered probable and can be reasonably estimated.
St. Joe Minerals Corporation ("St. Joe"), a wholly owned
subsidiary of the company, is participating as a potentially
responsible party at several different sites pursuant to
proceedings under the Comprehensive Environmental Response,
Compensation and Liability Act ("Superfund"). Other parties
have also been identified as potentially responsible parties at
all but one of these sites, and many of these parties have
shared in the costs associated with the sites. Investigative
and/or remedial activities are ongoing at each site. The
company believes, based upon present information available to
it, that its reserves in respect to future environmental costs
are adequate, and that such future costs will not have a
material effect on the company's consolidated financial
position, results of operations or liquidity. However, the
imposition of more stringent requirements under environmental
laws or regulations, new developments or changes regarding site
cleanup costs or the allocation of such costs among potentially
responsible parties, or a determination that the company is
potentially responsible for the release of hazardous substances
at sites other than those currently identified, could result in
additional expenditures, or additional reserves in expectation
of such expenditures.
Effective November 1, 1992, the company adopted Statement of
Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions." The company
elected immediate recognition of the transition obligation in
1992 which resulted in a one time net charge to earnings of $33
million, or $.40 per share.
In July 1991, the company purchased certain partnership
interests which owned the company's Sugar Land, Texas
engineering office buildings and leasehold on the land for
$64.3 million in cash and the assumption of $32.4 million of
notes. The company had previously acquired approximately $93
million of related notes that were effectively extinguished as
a result of the transaction. As a result of the partnership
interest purchase, lease cost reserves and other items were no
longer required and were reversed, thereby reducing the cost
basis of the property by $51.7 million and increasing pretax
earnings by $19.6 million, after a $5 million provision for
certain foreign lease reserves. The company also sold its
minority interest in Centre Reinsurance Holdings Ltd., a
Bermuda-based insurer, resulting in a 1991 pretax gain of $16.4
million.
DISCONTINUED OPERATIONS
In November 1992, the company announced its decision to exit
its Lead business. As of October 31, 1992 the Lead business was
classified as a discontinued operation and adjusted to
estimated net realizable value. The estimated after-tax loss
on disposal in 1992 of $78.9 million includes an after-tax
provision of $6 million for estimated losses through the date
of disposition. Largely as the result of historically low lead
prices, in addition to a temporary disruption due to flood
conditions at its smelter in Missouri, the Lead business's
after-tax loss for fiscal year 1993 was $30 million. The
smelter was returned to full production and lead prices began
to improve in late 1993. The company continues to believe that
its reserves for loss on disposal are adequate at October 31,
1993 in relation to its consolidated financial statements taken
as a whole. During 1993, the company made substantial progress
toward the disposition of its Lead business. While the
outcome of such disposition cannot be determined with certainty
at this time, management's intent to dispose of the Lead
business remains unaltered and management believes that a
disposal will be accomplished during fiscal 1994.
FINANCIAL POSITION AND LIQUIDITY
Working capital at October 31, 1993 was $378 million compared
with $293 million at October 31, 1992. Working capital
increased 29 percent primarily due to significant increases in
current receivables and contract work in process. Capital
expenditures for 1993 were $172 million compared with $287
million in 1992 and $160 million in 1991. Capital expenditures
at Massey Coal in 1993 and 1992 were $111 million and $214
million, respectively, which included approximately $13 million
and $115 million, respectively, related to new coal reserve and
facility acquisition costs, with the remainder attributable to
ongoing operations.
The long-term debt to capitalization ratio at October 31, 1993
was 5.4 percent compared with 6.5 percent and 7.8 percent at
October 31, 1992 and 1991, respectively. The 1993 ratio
decreased primarily due to the increase in shareholders' equity
from earnings, net of dividends. At October 31, 1993, all
long-term debt bears interest at fixed rates.
The company has on hand and access to sufficient sources of
funds to meet its anticipated operating, expansion and capital
needs. Significant short and long-term lines of credit are
maintained with banks which, along with cash on hand and
marketable securities, provide adequate operating liquidity.
Additional liquidity is provided by the company's commercial
paper program under which there was $30 million outstanding at
both October 31, 1993 and 1992.
Quarterly cash dividends of $.08 per share declared in December
1990 were raised to $.10 per share in December 1991, to $.12
per share in December 1992 and to $.13 per share in December
1993.
Although the company is affected by inflation and the cyclical
nature of the industry, its Engineering and Construction
operations are generally protected by the ability to recover
cost increases through price escalation provisions in most
contracts. Coal operations produce a commodity which is
internationally traded at prices established by market factors
outside the control of the company. However, commodity prices
generally tend over the long term to reflect a correlation to
inflationary trends and the company's substantial coal reserves
provide a hedge against the adverse long-term effects of
inflation. Although the company has taken actions to reduce its
dependence on external economic conditions, management is
unable to predict with certainty the amount and mix of future
business.
CONSOLIDATED BALANCE SHEET
$ in thousands/At October 31, 1993 1992
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 214,844 $ 195,346
Marketable securities 97,335 147,584
Accounts and notes receivable 392,577 312,354
Contract work in progress 306,251 219,108
Inventories 32,834 31,188
Net assets of discontinued operations 172,822 138,638
Deferred taxes 76,364 70,204
Other current assets 15,997 24,133
Total current assets 1,309,024 1,138,555
PROPERTY, PLANT AND EQUIPMENT
Land 58,867 61,581
Buildings and improvements 304,566 294,944
Machinery and equipment 643,818 569,349
Mining properties and mineral rights 499,459 449,966
Construction in progress 35,875 40,091
1,542,585 1,415,931
Less accumulated depreciation,
depletion and amortization 441,676 369,046
Net property, plant and equipment 1,100,909 1,046,885
OTHER ASSETS
Investments and goodwill, net of
accumulated amortization of $44,490
and $36,388, respectively 52,383 56,761
Other 126,568 123,295
Total other assets 178,951 180,056
$2,588,884 $2,365,496
1993 1992
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 289,721 $ 199,001
Note payable to affilate 30,000 --
Commercial paper 30,053 29,957
Advance billings on contracts 194,695 174,409
Accrued salaries, wages and benefit
plan liabilities 194,270 191,895
Other accrued liabilities 190,447 204,449
Current portion of long-term debt 1,687 45,693
Total current liabilities 930,873 845,404
LONG-TERM DEBT DUE AFTER ONE YEAR 59,637 61,262
NONCURRENT LIABILITIES
Deferred taxes 51,642 63,109
Other 502,610 514,919
Total noncurrent liabilities 554,252 578,028
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY
Capital stock
Preferred - authorized 20,000,000
shares without par value, none issued
Common - authorized 150,000,000
shares of $.625 par value; issued and
outstanding in 1993 - 82,093,207
shares and in 1992 - 81,480,008
shares 51,308 50,925
Additional capital 478,204 436,063
Retained earnings (since October 31,
1987) 534,678 407,218
Unamortized executive stock plan
expense (16,828) (14,610)
Cumulative translation adjustment (3,240) 1,206
Total shareholders' equity 1,044,122 880,802
$2,588,884 $2,365,496
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF EARNINGS
In thousands, except per share amounts
Year ended October 31, 1993 1992 1991
REVENUES
Engineering and
construction services $7,133,578 $5,903,975 $5,813,477
Coal 716,591 696,721 758,481
Total revenues 7,850,169 6,600,696 6,571,958
COST OF REVENUES
Engineering and
construction services 6,918,464 5,729,148 5,655,793
Coal 645,911 616,671 697,985
Total cost of revenues 7,564,375 6,345,819 6,353,778
OTHER (INCOME) AND EXPENSE
Corporate administrative
and general expense 43,682 39,270 57,032
Reduction in accrued
lease cost, net -- -- (19,649)
Gain on sale of investment -- -- (16,426)
Interest expense 19,982 23,580 16,466
Interest income (20,070) (23,323) (47,644)
Total cost and expenses 7,607,969 6,385,346 6,343,557
EARNINGS FROM CONTINUING
OPERATIONS BEFORE TAXES 242,200 215,350 228,401
INCOME TAX EXPENSE 75,400 80,100 75,312
EARNINGS FROM CONTINUING
OPERATIONS 166,800 135,250 153,089
EARNINGS (LOSS) FROM
DISCONTINUED OPERATIONS, NET -- (96,566) 11,059
EARNINGS BEFORE CHANGE IN
ACCOUNTING PRINCIPLE 166,800 38,684 164,148
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE, NET -- (32,866) --
NET EARNINGS $ 166,800 $ 5,818 $ 164,148
EARNINGS PER SHARE
Continuing operations $ 2.03 $ 1.65 $ 1.87
Discontinued operations -- (1.18) 0.14
Cumulative effect of change
in accounting principle -- (0.40) --
NET EARNINGS PER SHARE $ 2.03 $ 0.07 $ 2.01
SHARES USED TO CALCULATE
EARNINGS PER SHARE 82,282 81,558 81,807
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
In thousands
Year ended October 31, 1993 1992 1991
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 166,800 $ 5,818 $ 164,148
Adjustments to reconcile net
earnings to cash provided by
operating activities:
Depreciation, depletion
and amortization 111,793 135,259 121,482
Discontinued operations (34,184) 127,275 --
Change in accounting
principle -- 53,008 --
Deferred taxes (6,082) (55,674) (18,248)
Changes in operating
assets and liabilities (61,497) 37,021 (24,964)
Other, net 15,136 3,336 (23,468)
Cash provided by operating
activities 191,966 306,043 218,950
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures (171,537) (287,046) (159,718)
Sale (purchase) of
marketable securities, net 50,249 38,458 (105,756)
Purchase of Sugar Land
real estate partnership
interests -- -- (64,311)
Proceeds from sale of
(additions to) investments (20,081) -- 31,426
Proceeds from sale of
property, plant and
equipment 9,841 11,493 14,699
Other, net 13,904 (1,169) 10,869
Cash utilized by investing
activities (117,624) (238,264) (272,791)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of
short-term debt to
affiliate 30,000 -- --
Payments on long-term debt (45,689) (17,969) (483)
Issuance of commercial
paper, net 96 29 29,928
Cash dividends paid (39,340) (32,486) (25,825)
Common stock issuance, net 8,709 2,540 10,758
Other, net (8,620) (8,569) (6,404)
Cash provided (utilized) by
financing activities (54,844) (56,455) 7,974
Increase (decrease) in
cash and cash equivalents 19,498 11,324 (45,867)
Cash and cash equivalents
at beginning of year 195,346 184,022 229,889
Cash and cash equivalents
at end of year $ 214,844 $ 195,346 $ 184,022
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<CAPTION>
In thousands, Unamortized
except per share amounts Executive Cumulative
Year ended October 31, Common Stock Additional Retained Stock Plan Translation
1991, 1992 and 1993 Shares Amount Capital Earnings Expense Adjustment Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT OCTOBER 31, 1990 80,390 $50,244 $ 398,844 $ 295,563 $ (6,805) $ 3,410 $ 741,256
Net earnings 164,148 164,148
Cash dividends ($.32 per share) (25,825) (25,825)
Exercise of stock options, net 631 394 10,364 10,758
Stock option tax benefit 8,463 8,463
Amortization of executive stock
plan expense 839 839
Issuance of restricted stock, net 91 57 4,646 (4,831) (128)
Tax benefit of net operating loss 2,299 2,299
Translation adjustment net of
deferred taxes of $600) (1,165) (1,165)
BALANCE AT OCTOBER 31, 1991 81,112 50,695 424,616 433,886 (10,797) 2,245 900,645
Net earnings 5,818 5,818
Cash dividends ($.40 per share) (32,486) (32,486)
Exercise of stock options, net 346 217 5,996 6,213
Stock option tax benefit 4,024 4,024
Amortization of executive stock
plan expense 1,425 1,425
Issuance of restricted stock, net 33 20 5,093 (5,238) (125)
Common stock repurchase (11) (7) (3,666) (3,673)
Translation adjustment (net of
deferred taxes of $535) (1,039) (1,039)
BALANCE AT OCTOBER 31, 1992 81,480 50,925 436,063 407,218 (14,610) 1,206 880,802
Net earnings 166,800 166,800
Cash dividends ($.48 per share) (39,340) (39,340)
Exercise of stock options, net 520 326 8,383 8,709
Stock option tax benefit 5,839 5,839
Amortization of executive stock
plan expense 1,889 1,889
Issuance of restricted stock, net 93 57 3,858 (4,107) (192)
Tax benefit from reduction of
valuation allowance for deferred
tax assets 24,061 24,061
Translation adjustment (net of
deferred taxes of $2,694) (4,446) (4,446)
BALANCE AT OCTOBER 31, 1993 82,093 $51,308 $ 478,204 $ 534,678 $ (16,828) $ (3,240) $1,044,122
See Notes to Consolidated Financial Statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAJOR ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of the company
and its subsidiaries. The equity method of accounting is used
for investment ownership ranging from 20 percent to 50
percent. Investment ownership of less than 20 percent is
accounted for on the cost method. All significant
intercompany transactions of consolidated subsidiaries are
eliminated. Certain 1992 and 1991 amounts have been
reclassified to conform with the 1993 presentation. In
November 1992 the company announced its decision to exit its
Lead business and, accordingly, the assets and liabilities of
the Lead business as of October 31, 1993 and 1992 are shown as
net assets of discontinued operations. Discontinued
operations for fiscal years 1992 and 1991 include the
results of operations for the Lead business.
ENGINEERING AND CONSTRUCTION CONTRACTS
The company recognizes engineering and construction contract
revenues using the percentage-of-completion method,
primarily based on contract costs incurred to date compared
with total estimated contract costs. Customer furnished
materials, labor and equipment and in certain cases
subcontractor materials, labor and equipment are included in
revenue and cost of revenue when management believes that
the company is responsible for the ultimate acceptability of
the project. Contracts are generally segmented between types
of services, such as engineering and
construction, and, accordingly, gross margin related to each
activity is recognized as those separate services are
rendered. Changes to total estimated contract costs or
losses, if any, are recognized in the period they are
determined. Revenues recognized in excess of amounts billed
are classified as current assets under contract work in
progress. Amounts received from clients in excess of
revenues recognized to date are classified as current
liabilities under advance billings on contracts. The company
anticipates that substantially all of incurred costs
associated with contract work in progress at October 31, 1993
will be billed and collected in 1994.
DEPRECIATION, DEPLETION AND AMORTIZATION
Additions to property, plant and equipment are recorded at
cost. Assets other than mining properties and mineral
rights are depreciated principally using the straight-line
method over their estimated useful lives. Mining properties
and mineral rights are depleted on the units-of-production
method. Leasehold improvements are amortized over the lives
of the respective leases. Goodwill is amortized on the
straight-line method over periods not longer than 40 years.
EXPLORATION AND DEVELOPMENT
Coal exploration costs are expensed as incurred. Development
and acquisition costs of coal properties, when expected to be
significant, are capitalized in mining properties and depleted
over the expected economic life of the mine on the
units-of-production method.
The company accrues for post-mining reclamation costs as coal
is mined. Reclamation of disturbed acreage is performed as a
normal part of the mining process; such costs are expensed as
incurred.
INCOME TAXES
In 1992, the company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109) retroactive to the year ended October 31, 1987. SFAS No.
109 requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events
that have been recognized in the company's financial
statements or tax returns.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number
of common and, when appropriate, common equivalent shares
outstanding in each period. Common equivalent shares,
primarily stock options, are included when the effect of
exercise would be dilutive.
INVENTORIES
Coal inventories are stated at the lower of cost, using the
last-in, first-out (LIFO) method, or net realizable
value. Supplies and other are valued on the average cost
method. Inventories comprise:
$ in thousands/At October 31, 1993 1992
Coal $ 15,375 $ 10,485
Supplies and other 17,459 20,703
$ 32,834 $ 31,188
FOREIGN CURRENCY
The company enters into forward exchange contracts to hedge
foreign currency transactions, and not to engage in currency
speculation. The company's forward exchange contracts do not
subject the company to risk from exchange rate movements
because gains and losses on such contracts offset losses and
gains, respectively, on the assets, liabilities or
transactions being hedged. At October 31, 1993, the company
had $75.6 million of foreign exchange contracts outstanding
relating to foreign currency denominated long-term debt and
interest, lease commitments and contract obligations. If the
counterparties to the exchange contracts (AA rated
international banks) do not fulfill their obligations to
deliver the contracted for foreign currencies, the company
could be at risk for fluctuations, if any, required to settle
the obligations. The forward exchange contracts generally
require the company to exchange U.S. dollars for foreign
currencies at maturity, at rates agreed to at inception of the
contracts.
CONCENTRATIONS OF CREDIT RISK
The company provides a variety of financing arrangements for
its Engineering and Construction clients. The majority of
accounts receivable and all contract work in process are from
Engineering and Construction clients in various industries and
locations throughout the world. Most contracts require
payments as the projects progress or in certain cases advance
payments. Accounts and notes receivable at October 31, 1993
include $47.5 million in notes receivable related to
engineering and construction contracts. The company generally
does not require collateral but, in most cases can place liens
against the property, plant or equipment constructed if a
default occurs. Accounts receivable from customers of the
company's Coal operations are primarily concentrated in the
steel and utility industries. The company maintains adequate
reserves for potential credit losses and such losses, which
have been minimal, have been within management's estimates.
CONSOLIDATED STATEMENT OF CASH FLOWS
The company invests in short-term, highly liquid investment
grade securities which are usually sold before their maturity.
Securities with maturities of ninety days or less at the date
of purchase are classified as cash equivalents. Securities
with maturities beyond ninety days are classified as marketable
securities and are carried at cost which approximates market.
Due to the high dollar volume and turnover of these securities,
the related cash flows are reported on a net basis.
The change in operating assets and liabilities as shown in
the Consolidated Statement of Cash Flows comprises:
$ in thousands
Year ended October 31, 1993 1992 1991
Decrease (increase) in:
Accounts and notes
receivable $ (80,223) $ 50,758 $ 107,880
Contract work in
progress (87,143) 37,456 72,264
Inventories (1,646) (9,222) 9,270
Other current assets 8,136 (1,241) (31,203)
Increase (decrease) in:
Accounts payable 90,720 (58,310) (118,595)
Advance billings on
contracts 20,286 18,783 (115,518)
Accrued liabilities (11,627) 31,533 50,938
Other noncurrent
liabilities -- (32,736) --
Changes in operating assets
and liabilities $ (61,497) $ 37,021 $ (24,964)
Cash paid during the year for:
Interest expense $ 20,152 $ 18,650 $ 9,988
Income tax payments, net $ 89,469 $ 53,713 $ 93,677
ACQUISITIONS AND DISPOSITIONS
From time to time the company enters into joint venture
arrangements with other engineering and construction
firms. During 1993, the company formed an exclusive
association with ICA Industrial of Mexico, and acquired a 49
percent interest in that entity, now known as ICA Fluor Daniel.
In 1992, the company entered into a joint venture agreement
with the Jaakko Poyry Group of Finland. Together, the company
invested approximately $20 million in these ventures.
In November 1992, the company announced its decision to exit
its Lead business. As of October 31, 1992 the Lead business
was classified as a discontinued operation and adjusted to
estimated net realizable value, including estimated operating
losses through the date of disposal. During 1993, the company
made substantial progress toward the disposition of its Lead
business. While the outcome of such disposition cannot be
determined with certainty at this time, the company's intent to
dispose of the Lead business remains unaltered and management
believes that a disposal will be accomplished during fiscal
1994. The company continues to believe that its reserves for
loss on disposal are adequate at October 31, 1993 in relation
to its consolidated financial statements taken as a whole.
Net assets of discontinued operations in the accompanying
Consolidated Balance Sheet is composed of $64 million and $63
million of net current assets and $109 million and $76 million
of net noncurrent assets as of October 31, 1993 and 1992,
respectively. These amounts consist primarily of accounts
receivable, inventories, plant and equipment, accounts payable
and accrued liabilities.
Revenues applicable to discontinued operations were $121
million, $143 million and $170 million in 1993, 1992 and 1991,
respectively. The 1992 estimated loss on disposal shown below
included an after-tax provision of approximately $6 million for
estimated operating losses through the date of disposition.
Largely as a result of historically low lead prices, in
addition to a temporary disruption due to flood conditions at
its smelter in Missouri, the Lead business's after tax loss for
fiscal year 1993 was $30 million. The smelter was returned to
full production and lead prices began to improve in late 1993.
Discontinued operations, net in the accompanying
Consolidated Statement of Earnings is composed of the
following:
$ in thousands
Year ended October 31, 1992 1991
Loss from operations, net
of income tax expense (benefit) of
$(10,795) in 1992 and $28 in 1991 $ (17,656) $ (617)
Gain (loss) from disposal, net of
income tax expense (benefit) of
$(48,635) in 1992 and $(5,198) in 1991 (78,910) 11,676
$ (96,566) $ 11,059
In September 1991, the company sold its minority interest in
Centre Reinsurance Holdings, Ltd., a Bermuda-based insurer,
resulting in a pretax gain of $16.4 million.
In July 1991, the company purchased certain partnership
interests which owned the company's Sugar Land, Texas,
engineering office, including the leasehold on the land as well
as the buildings, for $64.3 million in cash and the assumption
of $32.4 million of notes. The company had previously acquired
approximately $93 million of notes related to the property that
have been effectively extinguished. As a result of the
purchase certain lease cost reserves and other items, which
were no longer required, were reversed thereby reducing the cost
basis of the property by $51.7 million and increasing pretax
earnings by $19.6 million net of a $5 million provision for
foreign lease reserves.
INCOME TAXES
The income tax expense (benefit) included in the Consolidated
Statement of Earnings is as follows:
$ in thousands
Year ended October 31, 1993 1992 1991
Current:
Federal (includes a charge
in lieu of taxes of $2,299
for 1991) $ 58,489 $ 23,716 $ 60,482
Foreign 23,490 20,476 20,984
State and local 12,124 12,280 13,024
Total current 94,103 56,472 94,490
Tax liability reversal (12,621) -- (6,100)
Deferred:
Federal (1,634) (54,818) (13,126)
Foreign (3,939) 6,773 (198)
State and local (509) (7,629) (4,924)
Total deferred (6,082) (55,674) (18,248)
Total income tax expense $ 75,400 $ 798 $ 70,142
The income tax expense (benefit) applicable to continuing
operations, discontinued operations and the cumulative effect
of change in accounting principle is as follows:
$ in thousands
Year ended October 31, 1993 1992 1991
Provision for continuing operations:
Current $ 110,917 $ 64,920 $ 100,370
Tax liability reversal (12,621) -- (6,100)
Deferred (22,896) 15,180 (18,958)
Total provision for
continuing operations 75,400 80,100 75,312
Provision for discontinued operations:
Current (16,814) (8,448) (5,880)
Deferred 16,814 (50,712) 710
Total provision for
discontinued operations -- (59,160) (5,170)
Provision for cumulative effect
of change in accounting principle:
Deferred -- (20,142) --
Total income tax expense $ 75,400 $ 798 $ 70,142
A reconciliation of statutory federal income tax to the income
tax expense on the earnings from continuing operations
is as follows:
$ in thousands
Year ended October 31, 1993 1992 1991
Statutory federal income
tax expense $ 84,358 $ 73,219 $ 77,656
Increases (reductions) in
taxes resulting from:
Effect of foreign tax rates 6,173 5,959 7,080
State and local income
taxes 5,205 8,487 6,709
Items without tax
effect, net 2,137 3,741 (1,324)
Depletion (5,256) (7,488) (8,040)
Tax liability reversal (12,621) -- (6,100)
Other, net (4,596) (3,818) (669)
Total income tax expense -
continuing operations $ 75,400 $ 80,100 $ 75,312
Deferred taxes reflect the tax effects of differences between
the amounts recorded as assets and liabilities for financial
reporting purposes and the amounts recorded for income tax
purposes. The tax effects of significant temporary
differences giving rise to deferred tax assets and liabilities
are as follows:
$ in thousands/At October 31, 1993 1992
Deferred tax assets:
Accrued liabilities not currently
deductible $ 169,248 $ 134,402
Expected tax benefits on disposition
of Lead business 25,771 42,585
Building tax basis in excess of book
basis 25,980 27,160
Other 57,916 50,298
Total deferred tax assets 278,915 254,445
Valuation allowance for deferred tax
assets (55,452) (79,513)
Net deferred tax assets 223,463 174,932
Deferred tax liabilities:
Coal mining property book basis in
excess of tax basis (98,516) (98,369)
Tax on unremitted foreign earnings (36,324) (27,155)
Other (63,901) (42,313)
Total deferred tax liabilities (198,741) (167,837)
Net deferred tax assets $ 24,722 $ 7,095
The company established a valuation allowance to reduce
certain deferred tax assets to amounts that are more likely
than not to be realized. Substantially all of this allowance
relates to deferred tax assets existing at the date of the
company's 1987 quasi reorganization. Future reductions in
the valuation allowance relating to these 1987 deferred
tax assets will be credited to additional capital. In 1993,
reductions in the valuation allowance resulted in an increase
to additional capital of $24.1 million.
Residual income taxes of approximately $16 million have not
been provided on approximately $42 million of undistributed
earnings of certain foreign subsidiaries at October 31, 1993
because the company intends to keep those earnings reinvested
indefinitely.
United States and foreign earnings from continuing operations
before taxes are as follows:
$ in thousands
Year ended October 31, 1993 1992 1991
United States $ 162,201 $ 139,241 $ 163,643
Foreign 79,999 76,109 64,758
Total $ 242,200 $ 215,350 $ 228,401
Net earnings for 1993 include $12.6 million related to the
favorable conclusion in the second quarter of a federal income
tax audit for the years 1984 through 1986. As a result of the
conclusion of that audit, $12.6 million in income tax
liabilities were no longer deemed necessary and were reversed.
During 1991 the company received cash proceeds of $20 million
resulting from a settlement with the Internal Revenue Service
relating to St. Joe Minerals for the tax years 1975 through
1981. The tax refund and interest components of this amount
were $7.7 million and $12.3 million, respectively. The tax
refund and $4 million of interest, net of tax, were reported
as discontinued operations. The $5.8 million pretax balance
of interest income was reported in continuing operations. As
a result of the settlement with the IRS and the resolution of
other issues, certain income tax liabilities, no longer deemed
necessary, were reversed. This reduced the company's income
tax expense by $6.1 million in 1991.
The Internal Revenue Service is currently examining the
company's returns for fiscal years 1987 through
1989. Management does not expect the resolution of any tax
issues raised by the IRS for these years or subsequent
periods to have a material adverse effect on the company's
consolidated financial position or results of operations.
RETIREMENT BENEFITS
The company sponsors contributory and noncontributory defined
contribution retirement and defined benefit pension plans for
eligible employees. Contributions to defined contribution
retirement plans are based on a percentage of the employee's
compensation. Expense recognized for these plans is primarily
related to domestic engineering and construction operations and
totaled $67 million in 1993, $65 million in 1992, and $60
million in 1991. Contributions to defined benefit pension
plans are generally at the minimum annual amount required by
applicable regulations. Payments to retired employees under
these plans are generally based upon length of service and/or a
percentage of qualifying compensation. The plans are primarily
related to international engineering and construction
operations, U.S. craft employees and domestic coal operations.
Net periodic pension income for continuing operations defined
benefit pension plans includes the following components:
$ in thousands
Year ended October 31, 1993 1992 1991
Service costs incurred
during the period $ 11,528 $ 12,439 $ 10,550
Interest cost on projected
benefit obligation 18,494 17,556 16,317
Income and gains on assets
invested (74,228) (24,282) (61,491)
Net amortization and
deferral 39,295 (12,477) 31,650
Net periodic pension
income $ (4,911) $ (6,764) $ (2,974)
The following assumptions were used in the determination of
net periodic cost:
Year ended October 31, 1993 1992 1991
Discount rates 8.5-9.5% 8.5-9.5% 9.0-10.5%
Rates of increase in
compensation levels 5.0-6.0% 5.0-6.0% 5.0-8.0%
Expected long-term rates
of return on assets 7.5-10.0% 7.5-10.0% 9.0-10.5%
In recognition of the current interest and inflation rate
environment, as of October 31, 1993 the company adjusted
the discount rates used in the determination of
its benefit obligations to 7.0-8.0 percent, the expected
long-term rates of return to 7.5-9.0 percent and the rates of
salary increases to 3.5-5.0 percent.
The following table sets forth the funded status of the defined
benefit plans:
$ in thousands/At October 31, 1993 1992
Actuarial present value of benefit
obligations:
Vested benefit obligation $ 211,182 $ 158,058
Nonvested benefit obligation 10,774 12,541
Accumulated benefit obligation $ 221,956 $ 170,599
Plan assets at fair values
(primarily listed stocks and bonds) $ 373,421 $ 345,076
Projected benefit obligation (256,709) (211,834)
Plan assets in excess of projected
benefit obligation 116,712 133,242
Unrecognized net gain (14,048) (30,876)
Unrecognized net asset at
implementation (20,723) (25,084)
Pension asset recognized in the
Consolidated Balance Sheet $ 81,941 $ 77,282
Amounts shown above at October 31, 1993 and 1992 exclude the
projected benefit obligation of $166 million and $128 million,
respectively, and associated plan assets relating to present
and former employees of discontinued operations of $156 million
and $122 million, respectively.
Massey Coal Company (Massey) participates in multiemployer
defined benefit pension plans for its union employees. Pension
expense related to these plans approximated $.4 million, $.6
million and $.5 million in the years ended October 31, 1993,
1992 and 1991, respectively. Under the Coal Industry Retiree
Health Benefits Act of 1992, Massey is required to fund
medical and death benefits of certain beneficiaries. Massey's
obligation under the Act is estimated to aggregate $64 million
at October 31, 1993 which will be recognized as expense as
payments are assessed. For the year ended October 31, 1993 the
expense recorded for such benefits approximated $3.8 million.
In addition to the company's defined benefit pension plans,
the company and certain of its subsidiaries provide health
care and life insurance benefits for certain retired
employees. The health care and life insurance plans are
generally contributory, with retiree contributions adjusted
annually. Service costs are accrued currently. Cash basis
accounting was used prior to the November 1, 1991 adoption
of Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other
Than Pensions" (SFAS No. 106).
The accumulated postretirement benefit obligation at October
31, 1993 was determined in accordance with the current terms of
the company's health care plans, together with relevant
actuarial assumptions and health care cost trend rates
projected at annual rates ranging from 12 percent in 1993 down
to 5 percent in 2002 and beyond. The effect of a one percent
annual increase in these assumed cost trend rates would
increase the accumulated postretirement benefit obligation and
the aggregate of the annual service and interest costs by
approximately 11 percent. At October 31, 1992 the health care
cost trend rates were projected at annual rates ranging from
9.5 to 12 percent in 1992 down to 6 to 9.5 percent in 2002 and
beyond. The discount rates used in determining the accumulated
postretirement benefit obligation were 7 percent and 9 percent
at October 31, 1993 and October 31, 1992, respectively.
The following table sets forth the plans' funded status and
accumulated postretirement benefit obligation for continuing
operations which has been fully accrued in the company's
Consolidated Balance Sheet:
$ in thousands/At October 31, 1993 1992
Accumulated postretirement benefit obligation:
Retirees $ 49,546 $ 46,875
Fully eligible active participants 2,550 1,730
Other active plan participants 9,150 6,866
Unrecognized loss (4,536) --
Accrued postretirement benefit
obligation $ 56,710 $ 55,471
Net periodic postretirement benefit cost for continuing
operations includes the following components:
$ in thousands/Year ended October 31, 1993 1992
Service cost incurred during the period $ 1,017 $ 1,056
Interest cost on accumulated
postretirement benefit obligation 4,633 4,821
Net periodic postretirement
benefit cost $ 5,650 $ 5,877
Prior to 1992 the company accounted for health care and life
insurance benefits on the cash basis. The cost of such
benefits for continuing operations approximated $6 million in
1991.
In November 1992, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS No.
112). The statement requires accrual of the estimated cost of
benefits provided by the employer to former or inactive
employees after employment but before retirement. Adoption of
SFAS No. 112 is not required by the company until fiscal year
1995. Although the precise method and impact of implementation
is not known at this time, management believes the effect
based on the company's current benefit programs, will not be
material.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The company adopted Statement of Financial Accounting Standards
No. 107, "Disclosures About Fair Value of Financial
Instruments" (SFAS No. 107) as of October 31, 1993. SFAS No.
107 requires that companies disclose the fair value of
financial instruments for which it is practicable to
estimate such value.
The estimated fair values of the company's financial
instruments are as follows:
Carrying Fair
$ in thousands/At October 31, 1993 Amount Value
Assets:
Cash and cash equivalents $ 214,844 $ 214,844
Marketable securities 97,335 102,366
Notes receivable including noncurrent
portion 65,417 65,995
Long-term investments 21,615 21,907
Liabilities:
Commercial paper and notes payable 60,053 60,053
Long-term debt including current portion 61,324 69,211
Other noncurrent financial liabilities 46,099 46,099
Off-balance sheet financial instruments:
Foreign currency contract obligations -- 2,381
Letters of credit -- 1,332
Methods and assumptions used to value financial instruments:
The carrying amounts of cash and cash equivalents, short-term
notes receivable, commercial paper and notes payable
approximates fair value because of the short-term maturity of
these instruments.
The fair value of marketable securities and long-term
investments are based on quoted market prices for these or
similar instruments.
The fair value of long-term notes receivable are estimated by
discounting future cash flows using the current rates at which
similar loans would be made to borrowers with similar credit
ratings.
The fair value of long-term debt, including current portion, is
estimated based on quoted market prices for the same or similar
issues or on the current rates offered to the company for debt
of the same maturities.
Other noncurrent liabilities consist primarily of deferred
compensation, for which cost approximates fair value.
The fair value of foreign currency contract obligations is
estimated by obtaining quotes from brokers.
The fair value of letters of credit is based on fees currently
charged for similar agreements or on the estimated cost to
terminate or settle the obligations.
LONG-TERM DEBT
Long-term debt comprises:
$ in thousands/At October 31, 1993 1992
Deutsche mark financing, with a
currency exchange agreement fixing the
repayments in U.S. dollars at an
effective interest rate of 9.5%, due
in 1996 $ 23,644 $ 23,644
13.50% first mortgage note, due in
2000, prepayable at par in 1995 35,000 35,000
Swiss franc financing, with a currency
exchange agreement fixing the
repayments in U.S. dollars at an
effective interest rate of 9.3%, paid
in 1993 -- 15,039
12.875% collateral trust notes, due in
2000, prepaid in December, 1992 -- 16,050
Notes at an effective interest rate of
9.7%, paid in 1993 -- 12,838
Other notes and mortgages 2,680 4,384
61,324 106,955
Less: Current portion 1,687 45,693
Long-term debt due after one year $ 59,637 $ 61,262
Long-term debt maturities are as follows: 1995, $.5 million;
1996, $24.1 million; 1997, no maturities; 1998, no maturities;
and $35 million thereafter. All long-term debt (including
current portion) outstanding at October 31, 1993, bears
interest at fixed rates.
The company assumed the 13.50 percent $35 million first
mortgage note in 1992 when it acquired an engineering building
located in Greenville, South Carolina.
The company has unsecured committed revolving long-term lines
of credit with banks from which it may borrow for general
corporate purposes up to a maximum of $250 million. Commitment
and facility fees are paid on these lines. In addition, the
company has $642 million in short-term uncommitted lines of
credit. Borrowings under lines of credit and revolving credit
agreements bear interest at prime or rates based on the London
Interbank Offered Rate (LIBOR), domestic certificates of
deposit or other rates which are mutually acceptable to the
banks and the company. At October 31, 1993, no amounts were
outstanding under the committed lines of credit. As of
that date, $126 million of the short-term uncommitted lines of
credit were used to support undrawn letters of credit issued in
the ordinary course of business.
The company has unsecured commercial paper outstanding in the
amount of $30 million at both October 31, 1993 and 1992. The
commercial paper was issued at a discount with an effective
interest rate of 3.2 percent and 3.3 percent in 1993 and 1992,
respectively. Maturities range from 18 to 90 days in 1993 and
26 to 37 days in 1992. The weighted average maturities at
October 31, 1993 and 1992 were 16 days and 18 days,
respectively. The maximum and average balances outstanding for
the years ended October 31, 1993 and 1992 were $92 million and
$44.9 million, respectively, and $84.5 million and $38.4
million, respectively, with weighted average interest rates of
3.2 percent and 4.1 percent, respectively.
OTHER NONCURRENT LIABILITIES
The company maintains appropriate levels of insurance for
business risks. Insurance coverages contain various
deductible amounts for which the company provides accruals
based on the aggregate of the liability for reported
claims and an actuarially determined estimated liability
for claims incurred but not reported. Other noncurrent
liabilities include $118.1 million and $116.5 million at
October 31, 1993 and 1992, respectively, relating to these
liabilities.
STOCK PLANS
The company's executive stock plans, approved by the
shareholders, provide for grants of nonqualified or incentive
stock options, restricted stock awards and stock appreciation
rights (SARs). All plans are administered by the Organization
and Compensation Committee of the Board of Directors
("Committee") comprised of outside directors, none of whom are
eligible to participate in the plans. Stock options may be
granted with or without SARs. Grant prices are determined by
the Committee and are established at the fair market
value of the company's common stock at the date of
grant. Options and SARs normally extend for 10 years and
under committee policy become exercisable in installments of 25
percent per year commencing one year from the date of grant or
over a vesting period determined by the Committee.
Restricted stock awards issued under the plans provide that
shares awarded may not be sold or otherwise transferred until
restrictions as established by the Committee have lapsed. Upon
termination of employment, shares upon which restrictions have
not lapsed must be returned to the company. Restricted stock
issued under the plans totaled 101,540 and 132,580 shares in
1993 and 1992, respectively.
The following table summarizes stock option activity for the
two years ended October 31, 1993:
Stock Price
Options Per Share
Outstanding at October 31, 1991 2,366,759 $12-44
Granted 438,410 44
Expired or cancelled (23,539) 20-44
Exercised (346,401) 12-44
Outstanding at October 31, 1992 2,435,229 12-44
Granted 601,820 41-44
Expired or cancelled (26,468) 17-44
Exercised (520,137) 12-44
Outstanding at October 31, 1993 2,490,444 $12-44
Exercisable at:
October 31, 1992 1,452,174 $12-44
October 31, 1993 1,271,330 $12-44
Available for grant at:
October 31, 1992 780,854 *
October 31, 1993 2,610,490 *
* Available for grant includes shares which may be granted
as either stock options or restricted stock, as determined by
the Committee under the 1988 Fluor Executive Stock Plan (the
Plan). In March 1993 the Plan was amended and restated to
include an additional 2.5 million shares available for grant.
LEASE OBLIGATIONS
Net rental expense for continuing operations amounted to $69
million, $80 million, and $92 million, in 1993, 1992, and
1991, respectively. The company's lease obligations relate
primarily to office facilities, equipment used in connection
with long-term construction contracts and other personal
property. The company's obligations for minimum rentals under
noncancellable leases are as follows:
$ in thousands/At October 31, 1993
1994 $ 29,593
1995 29,094
1996 21,809
1997 21,573
1998 20,806
Thereafter 47,452
At October 31, 1993 and 1992, obligations under capital leases
of approximately $7 million and $11 million, respectively, are
included in other noncurrent liabilities.
CONTINGENCIES AND COMMITMENTS
The company and certain of its subsidiaries are involved in
litigation in the ordinary course of business. The company and
certain of its engineering and construction subsidiaries are
contingently liable for commitments and performance guarantees
arising in the ordinary course of business. Claims arising
from engineering and construction contracts have been made
against the company by clients, and the company has made
certain claims against clients for costs incurred in excess of
the current contract provisions. The company does not expect
that the foregoing matters will have a material adverse effect
on its consolidated financial position or results of
operations.
The company's operations, including its discontinued Lead
operations, are subject to and affected by federal, state and
local laws and regulations regarding the protection of the
environment. The company maintains reserves for potential
future environmental costs where such obligations are either
known or considered probable and can be reasonable estimated.
St. Joe Minerals Corporation ("St. Joe"), a wholly owned
subsidiary of the company, is participating as a potentially
responsible party at several different sites pursuant to
proceedings under the Comprehensive Environmental Response,
Compensation and Liability Act ("Superfund"). Other parties
have also been identified as potentially responsible parties at
all but one of these sites, and many of these parties have
shared in the costs associated with the sites. Investigative
and/or remedial activities are ongoing at each site. In 1987,
St. Joe sold its zinc mining and smelting division to Zinc
Corporation of America ("ZCA"). As part of the agreement, St.
Joe and the company agreed to indemnify ZCA for certain
environmental liabilities arising from operations conducted
prior to the sale. During this fiscal year, ZCA has made
claims under this indemnity against St. Joe for anticipated
environmental expenditures at three of its major operating
facilities. These claims are the subject of ongoing
discussions between St. Joe, ZCA and other potentially
responsible parties, including parties who have given similar
contractual indemnities to St. Joe.
St. Joe has initiated a proceeding against certain of its
insurance carriers alleging that the investigative and
remediation costs incurred by St. Joe in connection with its
environmental proceedings are covered by insurance. This
proceedings is in its early stages and no credit or offset for
any such coverage has been taken into account by the company in
establishing its reserves for future environmental costs. The
company believes, based upon present information available to
it, that its reserves in respect to future environmental costs
are adequate, and that such future costs will not have a
material effect on the company's consolidated financial
condition, results of operations or liquidity. However, the
imposition of more stringent requirements under environmental
laws or regulations, new developments or changes regarding site
cleanup costs or the allocation of such costs among potentially
responsible parties, or a determination that the company is
potentially responsible for the release of hazardous substances
at sites other than those currently identified, could result
in additional expenditures, or additional reserves in
expectation of such expenditures.
Financial guarantees, made in the ordinary course of business
on behalf of clients and others in certain limited
circumstances, are entered into with financial institutions and
other credit grantors and generally obligate the company to
make payment in the event of a default by the borrower. Most
arrangements require the borrower to pledge collateral in the
form of property, plant and equipment which is deemed adequate
to recover amounts the company might be required to pay. As of
October 31, 1993, the company had extended financial guarantees
on behalf of certain clients and other unrelated third
parties totaling $126.3 million.
OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA
The Engineering and Construction segment includes subsidiaries
engaged in the design, engineering, procurement, construction,
technical services and maintenance of facilities for
industrial, hydrocarbon, process, government and power clients.
Coal segment amounts include the operations of Massey Coal
Company.
Identifiable assets are those tangible and intangible assets
used in the operation of each of the business segments and
geographic areas, except for discontinued operations in 1993
and 1992 which is net of related liabilities. Corporate assets
are principally cash and cash equivalents, marketable
securities and nontrade receivables.
<TABLE>
OPERATIONS BY BUSINESS SEGMENT
<CAPTION>
Revenues Operating Profit
$ in millions 1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Engineering and Construction $7,133.6 $5,904.0 $5,813.5 $ 220.6 $ 190.7 $ 166.2
Coal 716.6 696.7 758.5 70.7 80.2 60.7
Continuing Operations $7,850.2 $6,600.7 $6,572.0 $ 291.3 $ 270.9 $ 226.9
</TABLE>
<TABLE>
Identifiable Assets Capital Expenditures and Amortization
<CAPTION>
$ in millions 1993 1992 1991 1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Engineering &
Construction $1,144.7 $1,018.6 $1,003.9 $ 60.6 $ 58.7 $ 38.9 $ 52.5 $ 52.5 $ 48.0
Coal 926.3 864.0 696.7 110.9 214.0 67.6 58.8 54.0 49.5
Corporate 345.1 344.3 393.3 -- -- -- 0.5 0.5 0.7
Continuing
Operations 2,416.1 2,226.9 2,093.9 171.5 272.7 106.5 111.8 107.0 98.2
Discontinued
Operations 172.8 138.6 327.5 -- 14.3 53.2 -- 28.2 23.3
$2,588.9 $2,365.5 $2,421.4 $ 171.5 $ 287.0 $ 159.7 $ 111.8 $ 135.2 $ 121.5
</TABLE>
<TABLE>
OPERATIONS BY GEOGRAPHIC AREA
Revenues Operating Profit Identifiable Assets
<CAPTION>
$ in millions 1993 1992 1991 1993 1992 1991 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United States $5,628.1 $4,790.6 $5,102.7 $ 224.5 $ 221.6 $ 177.3 $2,262.2 $2,097.8 $2,131.0
Canada 225.8 391.3 555.8 9.2 11.4 11.9 65.5 46.6 71.9
Middle East 434.5 317.8 76.1 2.1 4.5 4.6 32.7 41.9 43.1
Europe 994.2 714.9 495.2 15.6 21.1 21.8 127.6 112.7 105.5
Other 567.6 386.1 342.2 39.9 12.3 11.3 100.9 66.5 69.9
$7,850.2 $6,600.7 $6,572.0 $ 291.3 $ 270.9 $ 226.9 $2,588.9 $2,365.5 $2,421.4
</TABLE>
<TABLE>
The following table reconciles business segment operating profit with the
earnings from continuing operations before taxes.
<CAPTION>
$ in millions/Year ended October 31, 1993 1992 1991
<S> <C> <C> <C>
Operating profit from continuing operations $ 291.3 $ 270.9 $ 226.9
Interest income (expense), net 0.1 (0.2) 31.2
Corporate administrative and general expense (43.7) (39.3) (57.0)
Reduction in accrued lease cost, net - - 19.6
Gain on sale of investment - - 16.4
Other items, net (5.5) (16.0) (8.7)
Earnings from continuing operations before taxes $ 242.2 $ 215.4 $ 228.4
REPORTS OF MANAGEMENT AND INDEPENDENT AUDITORS
MANAGEMENT
The company is responsible for preparation of the accompanying
consolidated balance sheet and the related consolidated
statements of earnings, cash flows and shareholders' equity.
These statements have been prepared in conformity with
generally accepted accounting principles and management
believes that they present fairly the company's consolidated
financial position and results of operations. The integrity of
the information presented in the financial statements,
including estimates and judgments relating to matters not
concluded by fiscal year end, is the responsibility of
management. To fulfill this responsibility, an internal
control structure designed to protect the company's assets and
properly record transactions and events as they occur has been
developed, placed in operation and maintained. The internal
control structure is supported by an extensive program of
internal audits and is tested and evaluated by the independent
auditors in connection with their annual audit. The Board of
Directors pursues its responsibility for financial information
through an Audit Committee of Directors who are not employees.
The internal auditors and the independent auditors have full
and free access to the Committee. Periodically, the Committee
meets with the independent auditors without management present
to discuss the results of their audits, the adequacy of the
internal control structure and the quality of financial
reporting.
/s/ Leslie G. McCraw /s/ James O. Rollans
Leslie G. McCraw James O. Rollans
Chairman of the Board and Senior Vice President and
Chief Executive Officer Chief Financial Officer
INDEPENDENT AUDITORS
Board of Directors and Shareholders
Fluor Corporation
We have audited the accompanying consolidated balance sheet of
Fluor Corporation as of October 31, 1993 and 1992, and the
related consolidated statements of earnings, cash flows, and
shareholders' equity for each of the three years in the period
ended October 31, 1993. These financial statements are the
responsibility of the company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Fluor Corporation at October 31, 1993 and
1992, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended
October 31, 1993, in conformity with generally accepted
accounting principles.
/s/ Ernst & Young
Orange County, California
December 6, 1993
QUARTERLY FINANCIAL DATA
(unaudited)
The following is a summary of the quarterly results of
operations:
$ in thousands,
except per share First Second Third Fourth
amounts Quarter Quarter (a) Quarter Quarter
1993
Revenues $1,806,939 $2,006,054 $1,844,112 $2,193,064
Gross margin 66,071 58,407 74,035 87,281
Earnings before
taxes 56,881 46,553 64,935 73,831
Net earnings 35,681 41,953 40,835 48,331
Earnings per
share $ 0.43 $ 0.51 $ 0.50 $ 0.59
1992
Revenues $1,560,835 $1,544,325 $1,662,748 $1,832,788
Gross margin 58,929 63,593 70,012 62,343
Earnings from
continuing
operations
before taxes 50,888 56,294 62,186 45,982 (b)
Loss from
discontinued
operations,
net (3,386) (3,170) (2,482) (87,528)
Cumulative
effect of change
in accounting
principle, net (32,866) -- -- --
Net earnings
(loss) (4,040) 32,381 36,823 (59,346)
Earnings per share
Continuing
operations 0.39 0.44 0.48 0.35
Discontinued
operations (0.04) (0.04) (0.03) (1.08)
Cumulative
effect of
change in
accounting
principle (0.40) -- -- --
Net earnings
(loss) $ (0.05) $ 0.40 $ 0.45 $ (0.73)
(a) Second quarter 1993 earnings includes a reversal of income
taxes no longer required of $12.6 million and an after tax
charge of $9.2 million to recognize possible settlement of
disputed obligations relating to pension funds associated with
the company's coal segment.
(b) Fourth quarter 1992 earnings from continuing operations
includes a pretax charge of $6.2 million related to the
cancellation of a lease.
STOCKHOLDERS' REFERENCE
FORM 10-K
A copy of the Form 10-K, which is filed with the Securities and
Exchange Commission, is available upon request.
Write to : Vice President - Corporate Law, Fluor Corporation,
3333 Michelson Drive, Irvine, California 92730, (714) 975-2000.
REGISTRAR AND TRANSFER AGENT
Chemical Trust Company of California, 300 S. Grand Avenue,
Los Angeles CA 90071 and Chemical Bank, 450 W. 33rd Street, New
York, NY 10001. For change of address, lost dividends, or lost
stock certificates, write or telephone: Chemical Bank, J.A.F.
Building, P.O. Box 3068, New York, NY 10116-3068,
Attn: Securityholder Relations (800) 356-2017
INDEPENDENT AUDITORS
Ernst & Young, 18400 Von Karman Avenue, Irvine, California
92715
ANNUAL STOCKHOLDERS' MEETING
Annual report and proxy statement are mailed in early February.
Fluor's annual meeting of stockholders will be held at 9:00
a.m. on March 8, 1994 at the Hyatt Regency Irvine, 17900
Jamboree Boulevard, Irvine, California.
STOCK TRADING
Fluor's stock is traded on the New York, Chicago, Pacific,
Amsterdam, London and Swiss Stock Exchanges. Common stock
domestic trading symbol: FLR.
COMPANY CONTACTS
Stockholders may call collect.
Stockholder information: Lawrence N. Fisher (714)975-6961
Investor Relations: Lila J. Churney (714) 975-3909
COMMON STOCK INFORMATION
At December 31, 1993, there were 82,105,564 shares outstanding
and approximately 15,600 stockholders of record of Fluor's
common stock.
The following table sets forth for the periods indicated the
cash dividends paid per share of common stock and the high and
low sales prices of such common stock as reported in the
Consolidated Transactions Reporting System.
COMMON STOCK AND DIVIDEND INFORMATION
Dividends Price Range
Per Share High Low
FISCAL 1993
First Quarter $ 0.12 $ 46 7/8 $ 39 1/2
Second Quarter 0.12 46 38
Third Quarter 0.12 43 7/8 38 1/8
Fourth Quarter 0.12 46 1/8 38 3/8
$ 0.48
FISCAL 1992
First Quarter $ 0.10 $ 48 1/8 $ 35 1/4
Second Quarter 0.10 46 1/8 36 7/8
Third Quarter 0.10 44 7/8 36 5/8
Fourth Quarter 0.10 47 1/4 37 7/8
$ 0.40
HISTORY OF STOCK DIVIDENDS AND
SPLITS SINCE GOING PUBLIC IN 1950
08/23/57 20% Stock Dividend
12/15/61 5% Stock Dividend
03/11/63 5% Stock Dividend
03/09/64 5% Stock Dividend
03/08/65 5% Stock Dividend
02/14/66 5% Stock Dividend
03/24/66 2 for 1 Stock Split
03/27/67 5% Stock Dividend
02/09/68 5% Stock Dividend
03/22/68 2 for 1 Stock Split
05/16/69 5% Stock Dividend
03/06/70 5% Stock Dividend
03/05/71 5% Stock Dividend
03/10/72 5% Stock Dividend
03/12/73 5% Stock Dividend
03/11/74 3 for 2 Stock Split
08/13/79 3 for 2 Stock Split
07/18/80 2 for 1 Stock Split
</TABLE>
EXHIBIT 21
==========
FLUOR CORPORATION SUBSIDIARIES
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation Delaware
Subsidiaries (1)
American Equipment Company, Inc. South Carolina
AMECO Services Inc. Delaware
Apex Coal Company Virginia
Claiborne Fuels, Inc. California
Coral Drilling, C.A. Venezuela
Daniel International Corporation South Carolina
Daniel Navarra, S.A. Spain
Fluor Daniel Engineering, Inc. Ohio
Materiales y Equipos Auxiliares
para la Construccion, S.A. Spain
Daniel Realty Investment
Corporation - Daniel Centre, II Virginia
Efdee New York Engineers & Architects P.C. New York
FD Services, Inc. California
Norfolk Maintenance Corporation California
Fluor Abadan Limited Bermuda
Fluor Atlantic Limited Bermuda
Fluor Continental Limited Bermuda
FD Engineers & Constructors, Inc. California
FibroConstruction, Inc. California
Fluor Constructors International, Inc. California
Fluor Constructors Canada Ltd. Canada
Fluor Constructors Indonesia, Inc. California
Fluor Constructors
(South East Asia), Ltd. California
Fluor Management and Technical
Services, Inc. California
Fluor Daniel, Inc. California
Efdee Engineering Corporation North Carolina
Encee Architecture Services, P.C. North Carolina
FDAE Corporation New Jersey
Fernald Environmental Restoration
Management Corporation California
Fluor Chile, Inc. California
Fluor Daniel Chile Ingenieria y
Construccion S.A. Chile
Ingenieria y Construcciones Fluor
Daniel Chile Limitada Chile
Fluor Colombia Limited Delaware
Fluor Cyprus Limited Cyprus
Fluor Daniel, a Professional
Architectural Corporation Louisiana
1
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Fluor Daniel/AG&P, Inc. (2) Philippines
Fluor Daniel A&E Services, Inc. California
Fluor Daniel Alaska, Inc. Alaska
Fluor Daniel Australia Limited Australia
Civil and Mechanical Maintenance
Pty. Ltd. Australia
Fluor Daniel Constructors Pty. Ltd. Australia
Fluor Daniel Power Services Pty. Ltd. Australia
Total Recruiting Services Pty. Ltd. Australia
Fluor Daniel (Qld) Pty. Ltd. Australia
Fluor Daniel B.V. The Netherlands
Fluor Daniel Consultants B.V. The Netherlands
Fluor Daniel Engineering and
Construction Services Limited Turkey
Fluor Daniel Services B.V. The Netherlands
Fluor Daniel Belgium N.V. Belgium
Fluor Daniel Canada, Inc. Canada
Soana Holdings Ltd. Canada
Wright Engineers Limited Canada
Compania Minera Explowel Ecuador
Fluor Daniel, S.A. Spain
Lynx Geosystems Inc. Canada
Saskwright Engineers Limited Canada
Wright Engineers (Chile)
Limitada Chile
Wright Engineers (International)
Limited Bermuda
Wright Engineers Limitada Peru Peru
Wright Engineers Pty. Limited Australia
TRS Recruiting Services Canada, Inc. Canada
Fluor Daniel Caribbean, Inc. Delaware
Daniel Construction Company, Inc. Tennessee
Daniel Internacional, S.A. Delaware
Daniel/McCarthy Limited Ireland
Daniel/McCarthy International
Limited Ireland
DMIS, Inc. South Carolina
Fluor Daniel Export Services, Inc. Delaware
Fluor Daniel Facility Services
Corporation South Carolina
Fluor Daniel International (Malaysia)
Sdn. Bhd. Malaysia
Fluor Daniel Maintenance Services,
Inc. Delaware
Fluor Daniel Services Corporation Delaware
Total Recruiting Services, Inc. South Carolina
2
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Fluor Daniel China, Inc. California
Fluor Daniel China Services, Inc. California
Fluor Daniel China Technology, Inc. California
Fluor Daniel Construction Company California
Fluor Daniel Development Corporation California
Crown Energy Company New Jersey
Gloucester Limited, Inc. California
Gloucester Limited II, Inc. California
Tarrant Energy, Inc. California
Trinity Cogeneration Company California
Fluor Daniel Eastern, Inc. California
Fluor Daniel Engineers & Constructors,
Inc. Delaware
Fluor Daniel Engineers & Constructors,
Ltd. California
AEC International, Ltd. (3) Korea
Project Administrative Services,
Limited Hong Kong
Fluor Daniel Environmental Services,
Inc. California
Fluor Daniel Espana, S.A. California
Daniel International (Saudi Arabia)
Ltd. Saudi Arabia
Fluor Arabia Limited (4) Saudi Arabia
Fluor Daniel Eurasia, Inc. California
Fluor Daniel GmbH West Germany
Fluor Daniel Group, Inc. Delaware
Fluor Daniel Inspection Services, Inc. California
Fluor Daniel International Limited U.K.
Fluor Daniel Limited U.K.
Fluor Norge A/S Norway
Fluor Ocean Services Limited U.K.
Technical Resource Services Limited U.K.
Fluor Daniel (Japan) Inc. Japan
Fluor Daniel Kft. Hungary
Fluor Daniel Latin America, Inc. California
Fluor-Daniel (Malaysia) Sdn. Bhd. Malaysia
Western Offshore Drilling &
Exploration Company Sdn. Bhd. Malaysia
Electrical Power Services (Malaysia)
Sdn. Bhd. (5) Malaysia
Fluor Daniel Mexico S.A. California
ICA-Fluor Daniel S. de R.L. de
C.V. (3) Mexico
Fluor Daniel Mining & Metals, Ltd. California
Fluor Daniel New Zealand Limited California
3
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Fluor Daniel (NPOSR), Inc. Delaware
Fluor Daniel P.R.C., Ltd. California
Fluor Daniel Pacific, Inc. California
Fluor Daniel Properties Limited U.K.
Fluor Daniel Pulp & Paper, Inc. California
Fluor Daniel Resources, Inc. California
Fluor Daniel S.A. France
Fluor Daniel Sales Corporation West Indies
Fluor Daniel Technical Services, Inc. Texas
Fluor Daniel Thailand, Ltd. California
Fluor-Doris, Inc. Texas
Fluor Ecuador Limited California
Fluor Engineers, Inc. Delaware
Tecnofluor, C.A. (6) Venezuela
Tecnoconsult Ingenieros Consultores,
S.A. (6) Venezuela
Fluor Egypt Egypt
Fluor Engineering Corporation Michigan
Fluor Hong Kong Limited Hong Kong
Fluor Indonesia, Inc. California
P.T. Panca Perintis Indonesia Indonesia
Fluor International, Inc. California
Fluor International Limited Bermuda
Fluor Iran Iran
Fluor Italia S.r.l. Italy
Fluor-Korea Corporation, Ltd. (The) Korea
Fluor Mideast Limited Bermuda
Fluor Northwest, Inc. California
Fluor Ocean Services International, Inc. California
Fluor Plant Services International, Inc. California
Fluor Plant Services International Ltd. Bermuda
Fluor International Nigeria Limited Nigeria
Fluor Technical Services Limited California
Fluor Texas, Inc. Texas
Fluor Venezuela, S.A. Venezuela
Fluorven Limited California
Nutmeg Valley Resources, Inc. California
Ranhill-Fluor Sdn. Bhd. Malaysia
SPB Corporation Delaware
Stanhope Management Services Limited U.K.
TDF, Inc. California
Trident Maintenance Services, Inc. Texas
Venezco, Inc. California
Whidbey Services Co. Nevada
4
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Williams Brothers Engineering Company Delaware
Williams Brothers Ingenieria Chile
Limitada Chile
Williams Brothers Engineering Limited U.K.
Williams Brothers Engineering Pty.
Ltd. Australia
WB-CMPS Sdn. Bhd. Malaysia
Williams Brothers International
Limited Guernsey Islands
Williams Brothers Petroleum Services,
Inc. Delaware
Williams Brothers Process Services,
Inc. Delaware
Wright Engineers, Inc. Nevada
Fluor Daniel Telecommunications Corporation California
Strategic Organizational Systems
Enterprises, Inc. California
Strategic Organizational Systems
Environmental Division, Inc. Oklahoma
Strategic Organizational Systems
Environmental Division, Inc. Louisiana
Strategic Organizational Systems
Environmental Engineering
Division, Inc. Texas
Strategic Organizational Systems
Environmental Engineering California
Division, Inc. California
SOS International, Inc. Alabama
Strategic Organizational Systems Southern
California Division Inc. California
Strategic Organizational Systems
Construction Division, Inc. California
Fluor Daniel Illinois, Inc. Delaware
Fluor Daniel Intercontinental, Inc. California
Fluor Daniel Nigeria Limited (7) Nigeria
Fluor Daniel Mideast Limited California
Fluor Daniel Venture Group, Inc. California
Fluor Carson, Inc. California
Fluor Gulf Communications, Inc. California
Gulf Fibercom, Inc. California
Micogen Inc. California
Micogen Limited I, Inc. California
Micogen Limited II, Inc. California
Palmetto Energy, Inc. Florida
Springfield Resource Recovery, Inc. Massachusetts
Fluor Distribution Companies, Inc. California
5
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation (continued)
Fluor (Nigeria) Limited Nigeria
Fluor Oil and Gas Corporation California
Cal Oil Limited England
Coquina Petroleum Inc. Delaware
Fluor Real Estate Services, Inc. Delaware
Fluor Reinsurance Investments, Inc. Delaware
FRES, Inc. Delaware
Micogen Limited III, Inc. California
Middle East Fluor California
St. Joe Minerals Corporation New York
Allegheny Coal Corporation Delaware
Massey Coal Company (partnership) Delaware
A. T. Massey Coal Company, Inc. Virginia
Aracoma Coal Company, Inc. West Virginia
B. C. Coal Company Kentucky
Barnabus Land Company West Virginia
Ben Creek Coal Company West Virginia
Big Bear Mining Company West Virginia
Big Creek Land Company Kentucky
Black Knight Mine Development Co. West Virginia
Boone East Development Co. West Virginia
Boone West Development Co. West Virginia
Cabinawa Mining Company West Virginia
Central Penn Energy Company, Inc. Pennsylvania
Central West Virginia Energy
Company West Virginia
Cline & Chambers Coal Company,
Inc. Kentucky
Dehue Coal Company West Virginia
Doe Run Investment Holding
Corporation Delaware
Douglas Pocahontas Coal
Corporation West Virginia
Elk Run Coal Company, Inc. West Virginia
Bishop Mine Development Co. West Virginia
Black Castle Mine Development
Co. West Virginia
Black King Mine Development Co. West Virginia
Chess Processing Company West Virginia
Independence Coal Company, Inc. West Virginia
Massey Capital Management Corp. West Virginia
Rawl Sales Venture Capital
Corp.(4) West Virginia
Sprouse Creek Venture Capital
Corp.(4) West Virginia
6
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
St. Joe Minerals Corporation
Allegheny Coal Corporation
Massey Coal Company (partnership)
A. T. Massey Coal Company, Inc. (continued)
Federal Development Corporation West Virginia
Haden Farms, Inc. Virginia
Hopkins Creek Coal Company Kentucky
Imec, Inc. Kentucky
Joboner Coal Company Kentucky
Lauren Land Company West Virginia
Lewco Development Company West Virginia
Long Fork Coal Company Kentucky
Marfork Coal Company, Inc. West Virginia
Martin County Coal Corporation Kentucky
Pilgrim Mining Company, Inc. Kentucky
Massey Coal International, Inc. Virginia
Massey Coal Sales Company, Inc. Virginia
Massey Coal Services, Inc. West Virginia
Massey Fuels Corporation Virginia
Menefee Land Company, Inc. Colorado
New Ridge Mining Company Kentucky
Nicco Corporation West Virginia
Majestic Mining, Inc. Texas
Omar Mining Company West Virginia
Peerless Eagle Coal Co. West Virginia
Pennsylvania Mine Services, Inc. Pennsylvania
Mine Maintenance, Inc. Pennsylvania
Rawl Sales & Processing Co. West Virginia
Capstan Mining Company Colorado
Ferrell's Branch Coal Company,
Inc. West Virginia
Lynn Branch Coal Company, Inc. West Virginia
Massey Coal Capital Corp. West Virginia
Sun Coal Company, Inc. Colorado
Sycamore Fuels, Inc. West Virginia
Rawl Sales Venture Capital
Corp.(4) West Virginia
Sprouse Creek Venture Capital
Corp.(4) West Virginia
Road Fork Development Company, Inc.Kentucky
Robinson-Phillips Coal Company West Virginia
Rockridge Coal Company West Virginia
Rum Creek Coal Sales, Inc. West Virginia
Vantage Mining Company Kentucky
Russell Fork Coal Company West Virginia
SC Coal Corporation Delaware
SC Ventures Inc. Delaware
7
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
St. Joe Minerals Corporation
Allegheny Coal Corporation
Massey Coal Company (partnership)
A. T. Massey Coal Company, Inc. (continued)
Shannon-Pocahontas Coal
Corporation West Virginia
Sidney Coal Company, Inc. Kentucky
Stirrat Coal Company West Virginia
Stone Mining Company Kentucky
T.C.H. Coal Co. Kentucky
Tennessee Consolidated Coal
Company Tennessee
Chestnut Coal Company, Inc. Tennessee
Tennessee Energy Corp. Tennessee
Town Creek Coal Company West Virginia
Tug Valley Land Company, Inc. West Virginia
Vesta Mining Company Pennsylvania
Wyomac Coal Company, Inc. West Virginia
St. Joe American Corporation Delaware
St. Joe Carbon Fuels Corporation Delaware
St. Joe International Holding Corporation Delaware
Compania Minera San Jose del Peru S.A. Peru
Mineral Resource Development Corporation Delaware
Robil International Corporation Delaware
St. Joe Erzbergbaugesellschaft m.b.H. Austria
St. Joe Exploracion Minera Inc. Delaware
St. Joe Exploracion Minera Inc. y
Cia., S.R.C. Spain
St. Joe Exploration Inc. Delaware
St. Joe Luisito de Oro Inc. Delaware
St. Joe Luisito de Oro Inc. y Cia.
S.R.C. Spain
St. Joe Minera de Espana, S.A. Spain
St. Joe South Pacific Pty. Limited Australia
St. Joe Bonaparte Pty. Limited Australia
St. Joe International Petroleum Corporation Delaware
St. Joe Petroleum Corporation Delaware
St. Joe Egypt Exploration Corporation Delaware
St. Joe Petroleum Egypt Corporation Delaware
St. Joe Petroleum-Holland, Inc. Delaware
St. Joe Petroleum (Netherlands)
Corporation Delaware
St. Joe Petroleum
(Papua New Guinea) Corporation Delaware
St. Joe Petroleum (U.K.)
Corporation Delaware
8
<PAGE>
Organized
Name of Company Under Laws of
=============== =============
Fluor Corporation
St. Joe Minerals Corporation (continued)
St. Joe Land Management Company Delaware
St. Joe Lead Company, Inc. Delaware
St. Joe Minerals Corporation & Cia. Brazil
Coral Empreendimentos e Participacoes
S.A. Brazil
Comercial de Minerios do Sul do
Para Ltda. - COMIPA Brazil
Mineracao Alabastro Ltda. Brazil
Mineracao Sao Felix Ltda. Brazil
The Seventeenth Daniel Realty Investment
Corporation Virginia
United Plant Services, Inc. Delaware
WODECO Nigeria Limited Nigeria
Zenith Coal Company, Inc. South Carolina
___________________________________________
(1) Does not include certain subsidiaries which if considered in
the aggregate as a single subsidiary, would not constitute a
significant subsidiary
(2) 51% ownership
(3) 49% ownership
(4) 50% ownership
(5) 49.9% ownership
(6) 19.99% ownership
(7) 60% ownership
9
<PAGE>
EXHIBIT 23
==========
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report on Form 10-K of Fluor Corporation of our report dated
December 6, 1993, included in the 1993 Annual Report to
stockholders of Fluor Corporation.
Our audits also included the financial statement schedules listed
in Item 14(a). These schedules are the responsibility of the
Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, the financial
statement schedules, referred to above, when considered in
relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the
Registration Statements and related Prospectuses pertaining to:
Form S-8 No. 33-31440 for the 1988 Fluor Executive Stock Plan;
Form S-8 No. 2-77532 for the 1982 Fluor Incentive Stock Option
Plan, 1981 Fluor Executive Stock Plan, 1977 Fluor Executive Stock
Plan and 1971 Fluor Stock Option Plan; and Form S-8 No. 2-72712
for the Fluor Corporation Salaried Employees' Savings Investment
Plan of our report dated December 6, 1993, with respect to the
consolidated financial statements and schedules of Fluor
Corporation incorporated by reference and included in the Annual
Report on Form 10-K for the year ended October 31, 1993.
ERNST & YOUNG
Orange County, California
January 27, 1994
EXHIBIT 24.1
============
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and/or officers of FLUOR CORPORATION, a Delaware
corporation ("Fluor"), does hereby constitute and appoint L. N.
FISHER, A. M. OLDHAM and P. J. TRIMBLE, and each of them, with
full power to act without the other, as his true and lawful
attorneys-in-fact and agents, for him and in his name, place and
stead, in any and all capacities, to sign the annual report on
Form 10-K for the fiscal year ended October 31, 1993, and any and
all amendments thereto, to be filed by Fluor with the Securities
and Exchange Commission and to file such annual report and any
amendments, with any and all exhibits thereto, and any and all
other information and documents in connection therewith, with the
Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm as his own act and deed all that
such attorneys-in-fact and agents, and each of them shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto subscribed
their signatures as of the 7th day of December, 1993.
Principal Executive Officer and Director:
L. G. McCRAW
=================== Director, Chairman of the Board
L. G. McCraw and Chief Executive Officer
Principal Financial and Accounting Officer:
J. O. ROLLANS
=================== Senior Vice President and
J. O. Rollans Chief Financial Officer
EXHIBIT 24.2
============
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
H. K. COBLE
==================
H. K. Coble
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
P. J. FLUOR
===================
P. J. Fluor
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
D. P. GARDNER
==================
D. P. Gardner
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
G. M. GLENN
=================
G. M. Glenn
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
W. R. GRANT
===============
W. R. Grant
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
B. R. INMAN
================
B. R. Inman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
V. L. KONTNY
==================
V. L. Kontny
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
R. V. LINDSAY
===================
R. V. Lindsay
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as her true and lawful attorneys-in-fact and agents,
for her and in her name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as her own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
her signature as of the 7th day of December, 1993.
V. S. MARTINEZ
====================
V. S. Martinez
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
E. M. MASSEY
=================
E. M. Massey
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
B. MICKEL
===============
B. Mickel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as her true and lawful attorneys-in-fact and agents,
for her and in her name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as her own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
her signature as of the 7th day of December, 1993.
M. R. SEGER
================
M. R. Seger
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of FLUOR CORPORATION, a Delaware corporation ("Fluor"),
does hereby constitute and appoint L. N. FISHER, A. M. OLDHAM and
P. J. TRIMBLE, and each of them, with full power to act without
the other, as his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all
capacities, to sign the annual report on Form 10-K for the fiscal
year ended October 31, 1993, and any and all amendments thereto,
to be filed by Fluor with the Securities and Exchange Commission
and to file such annual report and any amendments, with any and
all exhibits thereto, and any and all other information and
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm as his own act and deed all that such attorneys-in-fact
and agents, and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his signature as of the 7th day of December, 1993.
D. S. TAPPAN, JR.
=====================
D. S. Tappan, Jr.
