<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 1994
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 NUMBER: 1-7775
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
95-0740960
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
3333 MICHELSON DRIVE, IRVINE, CALIFORNIA 92730
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 975-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------------------- -----------------------------------------
<C> <S>
Common Stock, $0.625 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
</TABLE>
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 $3,880,240,731 on January 18, 1995, 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 18, 1995 -- 87,729,129 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,
1994.
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 14, 1995, which proxy statement will be filed no later than
120 days after the close of the registrant's fiscal year ended October 31, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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 A. T. Massey Coal Company, Inc. ("Massey"). In April of 1994, the
Company sold its lead business.
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 to
clients in a broad range of markets on a worldwide basis. 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
finance, 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.
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 additional costs and the
amount of such additional costs could 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
engineering and construction 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 open shop 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 engineering and
construction 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.
1
<PAGE> 3
FLUOR DANIEL
Fluor Daniel's operations have been realigned into regional, industry and
specialized groups responsible for identifying and capitalizing on opportunities
in their market segments. Regional groups include Asia Pacific, the Americas,
and Europe, Africa and the Middle East which provide geographic expertise and
capability. Industry groups include Process, Industrial, and Power and
Government. Specialized groups include Diversified Services and Sales and
Marketing. The Sales and Marketing Group includes strategic planning and project
finance and provides sales and marketing support and assistance to all of the
other groups. The industry and Diversified Services groups are described in
further detail below.
Individual operating companies within the groups focus on specific clients,
industries and markets. The operating companies rely on a network of operations
centers and regional offices to provide resources and expertise in support of
project execution worldwide.
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.
In fiscal 1994, the Process, Power and Government, and Diversified Services
groups experienced declines in new awards and Industrial Group awards increased.
There continue to be a number of megaproject opportunities, particularly outside
the United States. The large scale and uncertain timing of these projects can
create variability in the Company's new award and backlog pattern.
The operations of Fluor Daniel are detailed below by industry group:
Process
Services provided by the Process Group include services provided through
the following operating companies: Petroleum and Petrochemicals; Production and
Pipelines; and Chemicals, Plastics and Fibers. The Delta business unit, which
provided services worldwide to E. I. du Pont de Nemours and Company under an
alliance agreement, has been merged into the Chemicals, Plastics and Fibers
operating company.
During fiscal 1994, Process Group awards included: engineering, procurement
and construction for a grass roots polymer plant in North Carolina; engineering,
procurement and construction assistance for a fluid catalytic cracking unit in
Korea; engineering, procurement and construction management for a cogeneration
project in Kansas, a gas oil hydrotreater in California, a grass roots methanol
plant in Norway, gas injection and underground gas storage in the Netherlands, a
herbicide facility in Louisiana and capacity expansion at a refinery in Mexico;
engineering and procurement for revamp of a reformer unit in Texas and a sour
gas plant and sweetening and sulphur recovery facilities, both in Canada;
procurement and construction management for a grass roots petrochemical complex
in Kuwait; engineering for an organic acid plant expansion in Texas, a refinery
upgrade and expansion in Kansas, a liquid petroleum gas plant expansion in Saudi
Arabia and oil terminals in Lithuania; construction of an ethoxylation plant in
Texas; and inspection services for a gas pipeline and facilities in Florida.
Ongoing projects include: engineering, procurement and construction for a
hydrochlorofluorocarbon plant in Kentucky, a grass roots polyethylene facility
in Mexico, an aspartame facility expansion in the Netherlands and an ethylene
debottlenecking project for a refinery in Texas; engineering, procurement and
construction assistance for a reformulated gasoline project in California;
engineering, procurement and construction management for a fibers line plant in
Luxembourg, a fluid catalytic cracking unit ("FCCU") revamp in Illinois, a grass
roots refinery in Thailand, a pipeline from Argentina to Chile, a delayed coker
in Venezuela, a reformulated gasoline and a clean fuels program, both in
California, and a plastics stretch project in Indiana; engineering and
procurement for a chlor-alkali/ethylene expansion of a petrochemical plant in
Saudi Arabia, a reformulated fuels project at a refinery in California, an
inter-refinery pipeline in Pennsylvania and oil production facilities in Gabon;
engineering and construction management for a grass roots nylon facility in
2
<PAGE> 4
Spain and a grass roots polymer facility in Singapore; engineering for an
aromatics project for a refinery in Pennsylvania, pipeline and pump stations in
Alaska, a debottlenecking project in Indonesia and for early production system
equipment, oil field production facilities, pipeline development and oil field
expansion, all in Columbia; and construction of a chemical plant in Louisiana
and a spherilene and ethylene purification facility in Texas.
Projects completed in fiscal 1994 included: engineering, procurement and
construction for fire rehabilitation of a refinery in Mississippi, a
bi-component fibers facility and expansion of a fibers facility, both in North
Carolina, a turbine generator in South Carolina, modifications to a refinery in
California, a plastics stretch project in Alabama and a filter tow facility
expansion in the United Kingdom; engineering, procurement, and construction
management for a refinery upgrade project in the Netherlands, a hydrotreater
upgrade in Canada, a field gathering and oil production system in Gabon, a
refinery revamp in Belgium, a refinery expansion in the Philippines, an
expansion of crude oil production facilities in Saudi Arabia and a
methyl-tertiary butyl ether ("MTBE") chemical complex in Saudi Arabia;
engineering and procurement for a liquid petroleum gas plant upgrade in the
United Arab Emirates, a fibers expansion plant in the Netherlands, an effluent
quality upgrade for a refinery in the United Kingdom, a hydrocracker revamp in
California, an ethoxylation project in Texas and an ethylene glycol plant in
Canada; engineering and construction management for a bulk fibers facility
expansion in Canada; engineering for pipeline inspection and right of way
services in New York, a natural gas liquids recovery facility in Nigeria, fire
rehabilitation of a gas plant in the United Arab Emirates and a tertiary-amyl
methyl ether ("TAME") unit in Texas; construction in Louisiana of gas
reinjection modules for erection in Alaska, a grass roots film facility in Ohio
and a chemical fibers plant in North Carolina; and construction management for a
polyester fiber facility in South Carolina.
Industrial
Services provided by the Industrial Group include a broad range of services
provided through the following operating companies: Mining and Metals;
Automotive and General Manufacturing; Pharmaceuticals and Biotechnology; Food
and Beverage; Commercial and Institutional Facilities; Electronics;
Infrastructure; Telecommunications; and Jaakko Poyry/Fluor Daniel which serves
the pulp and paper industry. An additional operating company is dedicated to
serving Fluor Daniel's alliance with Procter & Gamble.
During fiscal 1994, Industrial sector domestic and international contract
awards included: engineering, procurement and construction for a food processing
plant in Utah and a gold mine in Chile; engineering, procurement and
construction management for apparel distribution centers at various locations
throughout the United States, a fine chemicals manufacturing plant in Arkansas,
a grass roots silicon wafer manufacturing plant in Taiwan, de-inking and paper
recycle facilities in the United Kingdom and a copper concentrator expansion and
pipeline project in Chile; engineering and construction management for an engine
facility in New Jersey; engineering for a synthetic growth hormone facility in
Puerto Rico and a vaccine manufacturing plant in North Carolina; construction
for a paper mill environmental upgrade in Florida and a personal care product
plant in Puerto Rico; construction management for an automotive assembly plant
in Alabama, prison projects in Texas and California, a computer disk
manufacturing plant in Malaysia and a multi-product personal care facility in
the Philippines; project management for a courts/detention facility in Texas;
and general construction for an engine plant expansion in Ohio.
Ongoing projects include: engineering, procurement and construction for a
blast furnace coal injection facility in Indiana, personal care and laundry
detergent manufacturing facilities in Ohio and an emergency 911 response system
for the City of Chicago, Illinois; engineering, procurement and construction
management for a grass roots paint shop in Kentucky, a dextrose expansion
project in Illinois, a copper mine expansion in Indonesia, a copper smelter
modernization in Utah, a copper concentrator expansion in Chile, a sodium
cromoglycate facility in the United Kingdom and a paper products plant in Korea;
engineering and construction management for a tobacco facility in the
Netherlands; engineering and construction for a corn processing plant in
Illinois and several consumer products plants in Ohio; condition assessment for
facilities at 12 military installations at various locations throughout the
United States; construction for an automotive assembly plant in South Carolina
and a pulp mill modernization in Ohio; construction management for the
renovation of a turbine facility in South Carolina, a correctional facility
expansion in California, a county jail
3
<PAGE> 5
expansion in Texas, a tobacco processing plant expansion in North Carolina, a
pilot plant for pharmaceutical manufacturing in New Jersey and a grass roots
chemical plant in Puerto Rico; maintenance services for automotive facilities in
Hungary, Tennessee and Germany; and project management for a convention center
in North Carolina, rail stations for the Federal Transportation Administration
in New York City, rail transit for the Los Angeles County Metropolitan
Transportation Authority and highway construction in Orange County, California.
Projects completed in fiscal 1994 included: engineering, procurement and
construction for food processing plants in Florida, Georgia, South Carolina,
Texas and Wisconsin; engineering, procurement and construction management for a
building and garage upgrade in Germany, a solvent extraction electrowinning
copper processing facility in Chile, a pharmaceutical plant in Canada, a growth
factor fermentation plant in California and regional headquarters building in
Venezuela; engineering, procurement and validation for a synthetic hemoglobin
manufacturing facility in Colorado; engineering and procurement for a copper
electrorefinery in Arizona; engineering and construction management for an
automotive manufacturing plant expansion in Ohio and a tobacco facility in
Turkey; design and construction management for six embassies in Eastern Europe
for the United States Department of State; engineering for a nickel reverts
handling project in Canada and a process and enzyme system in Missouri;
construction for a newsprint mill in Tennessee and a grass roots wastewater
facility in Puerto Rico; and construction management for a weave room addition
in South Carolina, a dairy plant in Germany, airport expansions in Georgia and
Japan, a newsprint recycling plant in Australia and a biotechnology clinical
manufacturing plant in Colorado.
Power and Government
The Power and Government Group provides services through the Power
Generation, Duke/Fluor Daniel and Power Services operating companies which serve
public utilities and private power companies. The Government Services and FERMCO
operating companies serve the United States government.
During fiscal year 1994, Power and Government Group contract awards
included: engineering, procurement, construction management and start-up
assistance for coal switching modifications to a coal-fired facility in Indiana;
engineering, procurement and construction management for a fuel cell pilot plant
in California; engineering services for the United States Department of Energy
("DOE") National Engineering Laboratories in Idaho; engineering and procurement
for a waste-to-energy facility in New York; and maintenance for a 3x1270
megawatt nuclear plant in Arizona.
Ongoing projects include: environmental remediation management for the DOE
former uranium processing plant in Ohio (the "Fernald Project"); engineering,
design and procurement for a 385 megawatt pulverized coal plant in South
Carolina; engineering and construction for emission monitoring equipment for
various power generating sites of utilities in Arkansas, Louisiana, Mississippi
and Texas; engineering and construction management for various radar and weather
stations located throughout the United States for the National Oceanic and
Atmospheric Administration; engineering for a laboratory facility upgrade in
Illinois, a nuclear utility in Illinois, a DOE waste vitrification plant in
Washington, the DOE nuclear waste repository program and the reconfiguration of
the DOE nuclear weapons program; operation and maintenance for a 130 megawatt
cogeneration facility in Virginia; management and operation services for the
Naval Petroleum and Oil Shale Reserves program for the DOE in Colorado, Utah and
Wyoming; maintenance for fossil and gas generation plants in Texas, Georgia,
Louisiana, Arkansas, Mississippi, Australia, Florida and Tennessee; maintenance
for nuclear plants in South Carolina, Kansas, Virginia and Texas; and
maintenance and outage support at various plant sites for a southeastern power
generator in Tennessee and Kentucky.
Projects completed in fiscal 1994 included: engineering and construction
management for the DOE Strategic Petroleum Reserve in Louisiana; and engineering
and procurement for a 600 megawatt fossil plant repowering in New Jersey.
4
<PAGE> 6
Diversified Services
The Diversified Services Group was created in fiscal 1994 to expand
existing businesses, to support Fluor Daniel's operating companies and to expand
the core competencies of Fluor Daniel beyond the limits of the traditional
engineering and construction project cycle into new areas of business.
Existing businesses in the group include the following operating companies:
Facility and Plant Services; TRS International, which provides temporary
personnel; American Equipment Company, which sells and leases construction tools
and equipment to Fluor Daniel, Fluor Constructors and the
construction/maintenance industry; and Environmental Services. Operating
companies and functional areas dedicated primarily to support other Fluor Daniel
operating companies include Construction, Project Execution Services, Project of
the Future and Continuous Performance Improvement. Operating companies focused
on expanding core competencies include Consulting, which will focus on providing
solutions to client needs that do not typically fall under traditional
engineering and construction services; Technology, which will evaluate
investment opportunities in technology; and Acquion, which is dedicated to
procurement services.
During fiscal 1994, Diversified Services Group contract awards included:
design and installation of a computerized maintenance system for a petroleum
company in Indonesia; and training services for pre-start up of an automotive
assembly plant in Alabama.
Ongoing projects include: engineering, procurement, construction management
and program management for an environmental remediation program for a toxic
waste site in Indiana; environmental investigation, feasibility studies and
remediation for the United States Army Environmental Center, the United States
Army Corps of Engineers and the United States Environmental Protection Agency;
environmental investigation, remediation design and implementation services for
a chemical waste site in Ohio; environmental investigation and remediation plan
services for a toxic waste site in New York; and maintenance for a tire
manufacturing facility in Tennessee, a petrochemical plant in Texas, computer
manufacturing plants in Florida, Texas and North Carolina and a refinery in
Mississippi.
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, and global support to all Fluor Daniel industry
and regional groups.
During fiscal 1994, Fluor Constructors awards included: construction and
construction management for a hydrocracker revamp for a refinery in Delaware and
a waste-to-energy facility in New York; and construction management for a coker
shutdown and sulfur dioxide unit, both in Canada.
Ongoing projects include: construction and construction management for an
ethylene glycol plant expansion in Canada and a reformulated gasoline project at
a refinery in California; construction management for an aromatics project for a
refinery and an inter-refinery pipeline, both in Pennsylvania, a blast furnace
coal injection facility in Indiana, a potable water supply system in Nevada and
an Emergency 911 response system for the City of Chicago, Illinois; maintenance
and outage support at various plant sites for a southeastern power generator in
Tennessee and Kentucky; and maintenance for nuclear power plants in Missouri and
Alabama and fossil power plants in Louisiana, Mississippi and Arkansas.
Projects completed in fiscal 1994 included: construction management for a
copper smelter in Canada; and maintenance for a nuclear power plant in Florida.
BACKLOG
During fiscal 1994, as part of its ongoing reengineering effort, Fluor
Daniel realigned its operating companies into four major industry groups:
Process, Industrial, Power and Government, and Diversified
5
<PAGE> 7
Services. Backlog balances at October 31, 1993, have been reclassified to
conform with the current operating company alignment.
The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1994 and 1993 by business
group:
<TABLE>
<CAPTION>
1994 1993
------- -------
(IN MILLIONS OF
DOLLARS)
<S> <C> <C>
Process................................................ $ 7,668 $ 7,430
Industrial............................................. 3,564 3,449
Power and Government................................... 2,369 3,212
Diversified Services................................... 421 663
------- -------
$14,022 $14,754
======= =======
</TABLE>
The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1994 and 1993 by region:
<TABLE>
<CAPTION>
1994 1993
------- -------
(IN MILLIONS OF
DOLLARS)
<S> <C> <C>
United States.......................................... $ 6,802 $ 9,045
Europe, Africa and Middle East......................... 4,387 3,178
Asia Pacific........................................... 1,662 1,679
The Americas........................................... 1,171 852
------- -------
$14,022 $14,754
======= =======
Estimated portion not to be performed during
fiscal 1995:.................................... 54%
</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 its October 31,
1994, backlog to be performed subsequent to fiscal 1995.
At October 31, 1994, three significant projects contributed approximately
$3.3 billion of backlog to the Process Group. Two of these projects are with
companies affiliated with Royal Dutch Shell (the Rayong Refinery project in
Thailand and the Pernis Refinery in the Netherlands) and the third project is
with a company affiliated with Union Carbide (the Kuwait Petrochemical
Refinery). Approximately $1.6 billion of the Power and Government backlog at
October 31, 1994, is attributable to the DOE Fernald Project and subject to
government funding determined on an annual basis.
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 16 mining complexes (14 of which include
preparation plants) located in West Virginia, Kentucky and Tennessee. At October
31, 1994, 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.
6
<PAGE> 8
For each of the three years in the period ended October 31, 1994, the
Massey Companies' production (expressed in thousands of short tons) of steam
coal and metallurgical coal, respectively, was 17,120 and 7,333 for fiscal 1994,
16,048 and 5,163 for fiscal 1993, and 13,832 and 3,867 for fiscal 1992. Sales
(expressed in thousands of short tons) of coal produced by the Massey Companies
and others, respectively, were 23,835 and 1,284 for fiscal 1994, 21,192 and
2,302 for fiscal 1993, and 17,538 and 4,402 for fiscal 1992.
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 53% of the Massey
Companies' fiscal 1994 coal production was sold under long-term contracts, 71%
of which was steam coal and 29% of which was metallurgical coal. Approximately
8% of the coal tonnage sold by the Massey Companies in fiscal 1994 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 October 15, 1994, the Massey Companies acquired certain assets in Boone
and Raleigh Counties, West Virginia, from Peabody Coal Company, including two
preparation plants, related mining facilities and an estimated 146 million tons
of both metallurgical and low sulfur steam coal reserves. The Massey Companies
also acquired four metallurgical coal supply agreements serviced from the
property, including a long-term supply agreement with a major steel producer.
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
$52 million which will be recognized as expense as payments are assessed. The
amount expensed during fiscal 1994 approximated $4 million.
The management of the Massey Companies estimates that, as of October 31,
1994, the Massey Companies had total recoverable reserves (expressed in
thousands of short tons) of 1,411,265; 569,374 of which are assigned recoverable
reserves and 841,891 of which are unassigned recoverable reserves; and 1,053,154
of which are proven recoverable reserves and 358,111 of which are probable
recoverable reserves.
The management of the Massey Companies estimates that approximately 35% of
the total reserves listed above consist of reserves that would be considered
primarily metallurgical grade coal. They also estimate that approximately 67% 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
substantially all 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.
7
<PAGE> 9
SALE OF LEAD BUSINESS
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 was classified as a discontinued operation in
the Company's consolidated financial statements. In April 1994, the lead
business was sold to an affiliate of a private investment company for
consideration consisting of both cash and deferred payments. Proceeds included
$52 million cash on the date of the closing and deferred amounts to be paid in
installments over periods ranging from five to eight years.
OTHER MATTERS
ENVIRONMENTAL, SAFETY AND HEALTH MATTERS
The Massey Companies, the Company's coal investment and only remaining
natural resource operation, are affected by and comply with federal, state and
local laws and regulations relating to environmental protection and plant and
mine safety and health, 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; Black Lung Benefits Revenue Act of 1977; and Black Lung
Benefits Reform Act of 1977. 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.
In fiscal 1994, Fluor expended approximately $5.3 million 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 $12.2 million and $8.3 million in such non-capital expenditures in fiscal
1995 and 1996, respectively. Of these expenditures, $2.6 million, $9.2 million
and $5.6 million for fiscal 1994, 1995 and 1996, respectively, are (in the case
of fiscal 1994) or are anticipated to be (in the case of fiscal 1995 and 1996)
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.
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.
The sale by Fluor of its lead business included St. Joe Minerals
Corporation ("St. Joe") and its environmental liabilities for several different
lead mining, smelting and other lead related environmental sites. As a condition
of the St. Joe sale, however, Fluor retained responsibility for certain non-lead
related environmental liabilities arising out of St. Joe's former zinc mining
and smelting division, but only to the extent that such liabilities are not
covered by St. Joe's comprehensive general liability insurance. These
liabilities arise out of three zinc facilities located in Bartlesville,
Oklahoma; Monaca, Pennsylvania; and Balmat, New York (the "Zinc Facilities").
In 1987, St. Joe sold its zinc mining and smelting division to Zinc
Corporation of America ("ZCA"). As part of the sale agreement, St. Joe and Fluor
agreed to indemnify ZCA for certain environmental liabilities arising from
operations conducted at the Zinc Facilities prior to the sale. During fiscal
year 1993, ZCA made claims under this indemnity as well as under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
against St. Joe for past and future environmental expenditures at the Zinc
Facilities. In fiscal year 1994, ZCA filed suit against St. Joe and Fluor, among
others, seeking compensation for environmental expenditures at the Zinc
Facilities. In fiscal year 1994, Fluor and St. Joe, among others, executed a
settlement agreement with ZCA which, among other things, cancels the indemnity
previously
8
<PAGE> 10
provided to ZCA and limits environmental expenditures at the Zinc Facilities for
which St. Joe would be responsible to no more than approximately $10 million.
Expenses incurred and payments made under the settlement agreement would be made
over the span of at least five years, if not longer.
Fluor and St. Joe, among others, are currently prosecuting cost recovery
actions under CERCLA against other potentially responsible parties for the
Bartlesville facility. In addition, St. Joe has initiated legal proceedings
against certain of its insurance carriers alleging that the investigative and
remediation costs, for which St. Joe is or may be responsible, including costs
incurred prior to the sale of St. Joe and costs related to the Zinc Facilities,
are covered by insurance. A portion of any recoveries received from the
insurance carriers would be, pursuant to the St. Joe sale agreement, for the
benefit of Fluor. In January 1995, St. Joe executed a settlement agreement with
one of its primary insurance carriers that provided coverage for a minor portion
of the applicable coverage periods. St. Joe continues to pursue its other
primary insurance carrier for additional payments. In as much as the insurance,
as well as the cost recovery, proceedings remain in the early stages of
litigation, no credit or offset (other than for amounts actually received in
settlement), has been taken into account by Fluor in establishing its reserves
for future environmental costs.
The Company believes, based upon present information available to it, that
its reserves with 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 the provision of additional reserves in expectation of such expenditures.
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, 1994:
<TABLE>
<CAPTION>
SALARIED CRAFT/HOURLY TOTAL
-------- ------------ ------
<S> <C> <C> <C>
Engineering and construction......................... 16,433 21,420 37,853
Coal................................................. 655 1,299 1,954
-------- ------------ ------
17,088 22,719 39,807
======= ============ ======
</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 1994 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
</TABLE>
9
<PAGE> 11
<TABLE>
<CAPTION>
LOCATION INTEREST
---------------------------------------------------------- ------------------
<S> <C>
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
Falls Church, Virginia............................... Leased
Golden, Colorado..................................... Leased
Greenville, South Carolina........................... Owned and leased
Houston (Sugar Land office), Texas................... Owned
Irvine, California................................... Leased
Kansas City, Missouri................................ Leased
Nashville, Tennessee................................. Leased
Philadelphia, Pennsylvania (Marlton,
New Jersey office)................................... Leased
Richmond, Virginia................................... Leased
Tulsa, Oklahoma...................................... Leased
Washington, D.C...................................... Leased
Coal Offices............................................ Owned
(Kentucky, Tennessee, Virginia, West Virginia)
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
Ho Chi Minh City, Vietnam............................ Leased
Hong Kong............................................ Leased
Jakarta, Indonesia................................... Leased
Kuala Lumpur, Malaysia............................... Leased
Leipzig, Germany..................................... Leased
London (Uxbridge), England........................... Leased
Madrid, Spain........................................ Leased
Manchester, England.................................. Leased
Manila, Philippines.................................. Leased
Melbourne, Australia................................. Leased
New Delhi, India..................................... Leased
</TABLE>
10
<PAGE> 12
<TABLE>
<CAPTION>
LOCATION INTEREST
---------------------------------------------------------- ------------------
<S> <C>
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT(1)
LESLIE G. MCCRAW, age 60
Director since 1984; Chairman of Executive Committee and member of
Governance 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.
DENNIS W. BENNER, age 53
Vice President and Chief Information Officer since November, 1994; formerly
Vice President and General Manager, Information, and Vice President and General
Manager, Target Marketing Services, for TRW from 1992 and 1986, respectively.
CHARLES J. BRADLEY, Jr., age 59
Vice President, Human Resources and Administration since 1986; joined the
Company in 1958.
11
<PAGE> 13
J. MICHAL CONAWAY, age 46
Vice President and Chief Financial Officer since May, 1994; formerly Vice
President, Finance, from 1993; formerly Vice President and Chief Financial
Officer of National Gypsum Company and its parent, Aancor Holdings, Inc., from
1988.
JAMES O. ROLLANS, age 52
Chief Administrative Officer since May, 1994; Senior Vice President since
1992; formerly Chief Financial Officer from 1992; formerly Vice President,
Corporate Communications, from 1982; joined the Company in 1982.
P. JOSEPH TRIMBLE, age 64
Corporate Secretary since 1992; Senior Vice President, Law, since 1984;
joined the Company in 1972.
EXECUTIVE OPERATING OFFICERS(1)
HUGH K. COBLE, age 60
Director since 1984. Vice Chairman since April, 1994; formerly Group
President of Fluor Daniel, Inc.(2) from 1986; joined the Company in 1966.
DENNIS G. BERNHART, age 49
Group President, The Americas, of Fluor Daniel, Inc.(2) since May, 1994;
formerly President, Latin America, Middle East and Africa, of that company from
1993; formerly Vice President, Sales, of that company from 1982; joined the
Company in 1968.
DON L. BLANKENSHIP, age 44
Chairman of the Board and Chief Executive Officer of A. T. Massey Coal
Company, Inc.(3) since 1992; formerly President and Chief Operating Officer of
that company from 1990; formerly President of Massey Coal Services, Inc.(4) from
1989; joined Rawl Sales & Processing Co.(5) in 1982.
RICHARD D. CARANO, age 55
Group President, Asia/Pacific, of Fluor Daniel, Inc.(2) since May, 1994;
formerly President, Asia/Pacific, of that company from 1993; formerly Vice
President, Sales, of that company from 1987; joined the Company in 1970.
E. DAVID COLE, JR., age 57
Group President, Process, of Fluor Daniel, Inc.(2) since May, 1994;
formerly Vice President, Petroleum and Petrochemicals, of that company from
1987; joined the Company in 1965.
CHARLES R. COX, age 52
Group President, Industrial, of Fluor Daniel, Inc.(2) since May, 1994;
formerly President, Operations Centers, of that company from 1989; joined the
Company in 1969.
RICHARD A. FLINTON, age 64
Chairman of the Board of Fluor Constructors International, Inc.(6) since
1989; joined the Company in 1960.
12
<PAGE> 14
THOMAS P. MERRICK, age 57
Vice President, Strategic Planning, of Fluor Daniel, Inc.(2) since May,
1994; formerly Vice President, Technology, of that company from 1993; formerly
Vice President, Government Sales, of that company from 1989; joined the Company
in 1984.
CHARLES R. OLIVER, JR., age 51
Group President, Sales and Marketing, of Fluor Daniel, Inc.(2) since May,
1994; formerly President, Business Units, of that company from 1993; formerly
President, Hydrocarbon Sector, of that company from 1986; joined the Company in
1970.
CAREL J.C. SMEETS, age 55
Group President, Europe, Africa and Middle East, of Fluor Daniel, Inc.(2)
since May, 1994; formerly Vice President, European Operations, of that company
from 1991; formerly Vice President and Managing Director, the Netherlands, of
that company from 1985; joined the Company in 1969.
JAMES C. STEIN, age 51
Group President, Diversified Services, of Fluor Daniel, Inc.(2) since May,
1994; formerly President, Business Units, of that company from 1993; formerly
President, Industrial Sector, of that company from 1986; joined the Company in
1964.
RICHARD M. TEATER, age 46
Group President, Power and Government, of Fluor Daniel, Inc.(2) since May,
1994; formerly President, Power, of that company from 1993; formerly Vice
President, Power Marketing, of that company from 1990; formerly Vice President,
Industrial Marketing, of that company from 1988; joined the Company in 1980.
- ---------------
(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 International, Inc., a wholly owned subsidiary of Fluor,
provides construction and maintenance services to a variety of clients.
13
<PAGE> 15
PART II
Information for Items 5, 6 and 7 is contained in Fluor's 1994 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 1994 Annual Report to stockholders is not
to be deemed filed as part of this report):
<TABLE>
<CAPTION>
ANNUAL REPORT TO
STOCKHOLDERS
ITEM NO. TITLE SECTION
- --------- -------------------------------------------------------- ------------------------
<S> <C> <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 Operations........... Management's Discussion
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, 1994 and 1993, and for each of the three years in
the period ended October 31, 1994, and Fluor's unaudited quarterly financial
data for the two year period ended October 31, 1994, 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 1994 Annual Report
to stockholders, which are incorporated herein by reference. The report of
independent auditors on Fluor's consolidated financial statements is in the
Reports of Management and Independent Auditors section of Fluor's 1994 Annual
Report to stockholders, also incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
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 is included in the Biographical section of the
Election of Directors portion of the definitive proxy statement pursuant to
Regulation 14A, involving the election of directors, which is incorporated
herein by reference and will be filed with the Securities and Exchange
Commission (the "Commission") not later than 120 days after the close of Fluor's
fiscal year ended October 31, 1994.
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
10.19 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.
14
<PAGE> 16
If a change of control were to have occurred on October 31, 1994, 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>
RESTRICTED SUPPLEMENTAL
STOCK BENEFIT
INDIVIDUAL OR GROUP(3) PLANS(1) PLAN(2)
---------------------- ----------- -------------
<S> <C> <C>
Leslie G. McCraw........................................ $ 2,979,039 $ 915,131
Hugh K. Coble........................................... 1,821,931 457,566
Don L. Blankenship...................................... 698,512 227,491
James O. Rollans........................................ 761,434 170,618
P. Joseph Trimble....................................... 540,932 400,143
All Executive Officers (18) including the above......... $10,811,942 $ 2,668,531
</TABLE>
- ---------------
(1) Value at October 31, 1994 of previously awarded restricted stock which would
vest upon change of control.
(2) Lump sum entitlement of previously awarded benefits which would vest upon
change of control.
(3) The column formerly reporting cash payments under the Fluor Corporation
Change of Control Compensation Plan ("Plan") has been deleted because the
Company's Board of Directors elected not to renew the agreements under the
Plan which expired in fiscal 1994.
Further disclosure required by this item is included in the Organization
and Compensation Committee Report on Executive Compensation and Executive
Compensation and Other Information sections of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is included in the Stock Ownership
section of the Election of Directors portion of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is included in the Other Matters section
of the Election of Directors portion of the definitive proxy statement pursuant
to Regulation 14A, involving the election of directors, which is incorporated
herein by reference and will be filed not later than 120 days after the close of
Fluor's fiscal year ended October 31, 1994.
15
<PAGE> 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(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: All 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.
3. Exhibits:
<TABLE>
<S> <C>
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 January 19, 1995) of Fluor
Corporation
4.1 Fluor Corporation Dividend Reinvestment Plan (effective as of January 1,
1994) [filed as Exhibit 4.2 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1993 and incorporated herein by
reference]
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]
</TABLE>
16
<PAGE> 18
<TABLE>
<S> <C>
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) [filed as Exhibit 10.10 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1993 and incorporated herein by
reference]
10.11 Executive Personal Financial Counseling Plan (as amended and effective
as of November 1, 1993) [filed as Exhibit 10.11 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1993 and incorporated
herein by reference]
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
October 1, 1993) [filed as Exhibit 10.15 to Fluor's quarterly report on
Form 10-Q for the quarterly period ended April 30, 1994 and incorporated
herein by reference]
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 (as amended effective October 1,
1993) [filed as Exhibit 10.17 to Fluor's quarterly report on Form 10-Q
for the quarterly period ended April 30, 1994 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]
10.19 Officer Severance Plan (effective as of March 7, 1994)
OTHER CONTRACTS
10.20 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]
10.21 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]
</TABLE>
17
<PAGE> 19
<TABLE>
<S> <C>
13 1994 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 1994 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 LLP
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
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
None were filed during the last quarter of the period covered by this
report.
18
<PAGE> 20
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, 1995
By J.M. CONAWAY
---------------------------------
J. M. Conaway, 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
- --------------------------------------------- ------------------------------ -----------------
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Director, Chairman of the January 27, 1995
- --------------------------------------------- Board and Chief Executive
L. G. McCraw Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
J. M. CONAWAY Vice President and Chief January 27, 1995
- --------------------------------------------- Financial Officer
J. M. Conaway
OTHER DIRECTORS:
* Director January 27, 1995
- ---------------------------------------------
H. K. Coble
* Director January 27, 1995
- ---------------------------------------------
P. J. Fluor
* Director January 27, 1995
- ---------------------------------------------
D. P. Gardner
* Director January 27, 1995
- ---------------------------------------------
W. R. Grant
* Director January 27, 1995
- ---------------------------------------------
B. R. Inman
* Director January 27, 1995
- ---------------------------------------------
R. V. Lindsay
* Director January 27, 1995
- ---------------------------------------------
V. S. Martinez
* Director January 27, 1995
- ---------------------------------------------
B. Mickel
* Director January 27, 1995
- ---------------------------------------------
M. R. Seger
*By A. M. OLDHAM
----------------------------------
A. M. Oldham,
Attorney-in-fact
</TABLE>
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, 1994 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> 21
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 1994 Annual
Report to stockholders:
Consolidated Balance Sheet at October 31, 1994 and 1993
Consolidated Statement of Earnings for the years ended October 31,
1994, 1993 and 1992
Consolidated Statement of Cash Flows for the years ended October 31,
1994, 1993 and 1992
Consolidated Statement of Shareholders' Equity for the years ended
October 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
All 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> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------- ---------------------
<C> <S> <C>
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 January 19, 1995) of
Fluor Corporation
4.1 Fluor Corporation Dividend Reinvestment Plan (effective as of
January 1, 1994) [filed as Exhibit 4.2 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31,
1993 and incorporated herein by reference]
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]
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------- ---------------------
<C> <S> <C>
10.10 Executive Tax Services Plan (as amended and effective as of
November 1, 1993) [filed as Exhibit 10.10 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31,
1993 and incorporated herein by reference]
10.11 Executive Personal Financial Counseling Plan (as amended and
effective as of November 1, 1993) [filed as Exhibit 10.11 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1993 and incorporated herein by reference]
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 October 1, 1993) [filed as Exhibit 10.15 to Fluor's
quarterly report on Form 10-Q for the quarterly period ended
April 30, 1994 and incorporated herein by reference]
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 (as amended effective
October 1, 1993) [filed as Exhibit 10.17 to Fluor's quarterly
report on Form 10-Q for the quarterly period ended April 30,
1994 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]
10.19 Officer Severance Plan (effective as of March 7, 1994)
OTHER CONTRACTS
10.20 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]
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------- ---------------------
<C> <S> <C>
10.21 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 1994 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 1994 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 LLP
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
27 Financial Data Schedule
</TABLE>
<PAGE> 1
Exhibit 3.2
RESTATED BYLAWS
(as amended January 19, 1995)
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
persons; provided, however, that if and to the extent that any special meetings
of stockholders may be called by any other person 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
1
<PAGE> 2
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 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 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 description 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.
Notwithstanding 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
Section 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 stockholder 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 post office 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 post office 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
2
<PAGE> 3
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 lawfully 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
stockholders 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.
3
<PAGE> 4
(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 meeting. 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.
4
<PAGE> 5
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 eleven 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 procedures 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 Secretary 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 without 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 information
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
5
<PAGE> 6
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
6
<PAGE> 7
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 committee 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
7
<PAGE> 8
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.
8
<PAGE> 9
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 assistants, agent or agents, or attorney or
attorneys of the Corporation 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 Corporation.
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 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. 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.
9
<PAGE> 10
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 mutilation 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,
10
<PAGE> 11
however, 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 Incorporation 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.
11
<PAGE> 1
EXHIBIT 10.19
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 117
Subject: OFFICER SEVERANCE PLAN Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
OBJECTIVE
To provide severance compensation to eligible officers of Fluor Corporation and
designated subsidiaries (the company) who leave the company, depending on the
circumstances and conditions leading to termination.
ELIGIBILITY
Officers of Fluor Corporation and designated subsidiaries actively at work who
are participants in the Fluor Corporation and Subsidiaries Executive Incentive
Compensation Plan.
DEFINITIONS
For the purpose of the Plan, the following definitions apply:
A. Voluntary Separation
Action taken by an officer for personal reasons, to seek other employment,
to accept another position, for failure to return at conclusion of leave,
or to voluntarily retire.
B. Involuntary Separation
1. Action taken by the company due to reduction in force resulting
from reorganization or reduced workload or other similar
circumstances whereby the officer's services are no longer
required on the job. Officers involuntarily separated who meet
the retirement criteria may elect retirement.
2. Action taken by the company when an officer is unable to perform
his/her essential job functions with reasonable accommodation.
<PAGE> 2
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 118
Subject: OFFICER SEVERANCE PLAN (Continued) Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
C. Involuntary Discharge
Action taken by the company for reasons other than stated in Paragraph B.
above including but not limited to absenteeism, misconduct,
insubordination, appearing at work under the influence of a controlled
substance or alcohol, unethical behavior, disclosure of confidential
information, sexual harassment, employment discrimination, or
unsatisfactory performance.
D. Completed Years of Accumulated Service
A period of accumulated service with the company, subject to the
limitation set forth under Procedure, A.2.b.(3).
E. Beneficiary
The beneficiary designated by the executive under the Fluor Corporation
Employee's Retirement Plan, or, if no such designation has been made, then
as designated under the Group Life/Health Insurance Plan unless the
executive otherwise makes a beneficiary designation on the form provided
by the officer's corporate employer, or, in the absence of any
designation, the administrator or executor of the executive's estate.
PROCEDURE
A. Severance Pay
1. Voluntary Separation
The company will not provide severance pay nor prorated Incentive
Compensation (See Paragraph B.).
2. Involuntary Separation
a. Severance pay will be based on current base salary and
total completed years of accumulated service as follows:
Two weeks severance pay for each completed year of
accumulated service up to 52 weeks.
Minimum eight weeks severance.
<PAGE> 3
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 119
Subject: OFFICER SEVERANCE PLAN (Continued) Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
A. Severance Pay (Continued)
2. Involuntary Separation (Continued)
b. Limitations
(1) Maximum severance pay will be 52 weeks.
(2) Minimum severance pay will be eight weeks.
(3) The total completed years of accumulated service
calculated for a severance payment may only be used one
time in severance calculations.
(4) For officers involuntarily separated and placed on Leave
of Absence in Lieu of Layoff, severance pay will be based
on completed years of accumulated service up to the
effective date of the Leave of Absence.
(5) Officers in policy making positions who meet retirement
criteria will receive severance pay as follows:
(a) Officers who meet the minimum retirement income
requirement set forth by federal law, excluding any
amount payable under this Plan, will receive
severance pay for only the period from the date of
termination until January 2 following the officer's
65th birthday subject to the limitation set forth
under procedure, A.2.a.
(b) Officers who do not meet the minimum retirement
income requirement set forth by federal law,
computed excluding any amount payable under this
Plan, will receive severance pay as determined
under Paragraph A.2.a. above.
<PAGE> 4
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 120
Subject: OFFICER SEVERANCE PLAN (Continued) Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
A. Severance Pay (Continued)
2. Involuntary Separation (Continued)
(6) In the case of involuntary separation due to an officer's
inability to perform his/her essential job functions with
reasonable accommodation, the officer's severance pay
amount will be reduced by the expected entitlements under
Fluor's short-term and long-term disability for the number
of weeks determined under Paragraph A.2.a. above. If the
actual entitlements received by the employee are less than
that deducted from severance pay, the employee will be
paid the difference for the period of weeks for which the
employee received severance. This provision is not
intended to affect any state or federal benefits to which
the officer may be entitled.
(7) In cases where the officer is entitled to legislated
severance pay in non-U.S. countries, the officer's
severance pay amount will be reduced by any legislated
severance payments required of the company that are
calculated with reference to the number of weeks
determined under Paragraph A.2.a. above.
c. Severance pay will be paid in a lump sum, or at the discretion
of the company, annual installments over a period not to exceed
the total number of weeks determined under Paragraph A.2.a.
and b. above.
d. In the event of an officer's death prior to payment of the
entire entitlement, payment may be made to the designated
beneficiary in one lump sum or by continuation of installments
at the discretion of the officer's corporate employer.
3. Involuntary Discharge
The company will not provide severance pay nor consider proration
of Incentive Compensation (See Paragraph B.)
<PAGE> 5
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 121
Subject: OFFICER SEVERANCE PLAN (Continued) Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
B. Incentive Compensation
(As defined in the Executive Incentive Compensation Plan, Fluor
Corporation and Subsidiaries Management Manual.)
1. Voluntary Separation
The company will not provide a prorated incentive award.
2. Involuntary Separation
Incentive Compensation may be considered based on the number of
completed months of service during the current fiscal year prior
to termination and consistent with the administration of the Plan
during the year of termination.
3. Involuntary Discharge
The company will not provide a prorated incentive award.
C. Company Automobiles
In company locations where officers/directors may be assigned
company-owned automobiles, the following will apply:
1. Voluntary Separation
Officers/directors who voluntarily retire will be presented with
the automobile which is currently assigned as a gift.
2. Involuntary Separation
Officers/directors who are requested to take early retirement
will be presented with the automobile which is currently assigned
as a gift.
3. Involuntary Discharge
Officers/directors will not be given an automobile, and it will
not be available for purchase.
<PAGE> 6
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 122
Subject: OFFICER SEVERANCE PLAN (Continued) Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
D. Club Membership
Company memberships will not be awarded to an officer regardless of reason
for termination.
E. Automobile Allowance
In locations where officers receive a car allowance/insurance, the
following will apply:
1. Voluntary Separation
The company will no longer provide a car allowance/insurance.
2. Involuntary Separation
The company will no longer provide a car allowance/insurance.
3. Involuntary Discharge
The company will no longer provide a car allowance/insurance.
F. Insurance Coverage
Applicable insurance coverage, i.e., group health, long-term disability,
executive health, etc., will cease on date of termination. Where
applicable, departing officer may elect continued coverage through the
Consolidated Omnibus Budget Reconciliation Act (COBRA).
G. Time Off With Pay (TOWP) Program
Balance will be paid at time of termination.
H. Stock Based Awards
1. Voluntary Separation
Upon qualified retirement, awards become 100 percent vested.
<PAGE> 7
FLUOR CORPORATION AND SUBSIDIARIES
MANAGEMENT MANUAL
Section: Compensation Page: 123
Subject: OFFICER SEVERANCE PLAN (Continued) Effective: 3-7-94
Supersedes: New
Applies To: Fluor Corporation and Selected Subsidiaries
H. Stock Based Awards (Continued)
2. Involuntary Separation
Upon qualified retirement, awards become 100 percent vested.
3. Involuntary Discharge
Vested portion may be exercised.
I. Long-Term Incentive (LTI) Program
Applicable cash awards under the long-term incentive program will not be
prorated for any reason, except death or total and permanent disability.
J. Waivers
The company will comply with the requirements of the Older Workers'
Benefit Protection Act. In accordance with this Act, a settlement
agreement and release form must be obtained from employees in exchange for
severance benefits.
K. Outplacement
In-house outplacement services are available.
L. Exceptions to this policy require authorization by the Chief Executive
Officer and the Chief Operating Officer.
<PAGE> 1
EXHIBIT 13
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
In millions, except per share amounts 1994 1993 1992 1991 1990 1989 1988
CONSOLIDATED OPERATING RESULTS
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 8,485.3 $ 7,850.2 $ 6,600.7 $6,572.0 $ 7,248.9 $ 6,127.2 $ 5,008.9
Earnings from continuing operations
before taxes 303.3 242.2 215.4 228.4 153.6 135.6 62.0
Earnings from continuing operations,
net 192.4 166.8 135.3 153.1 119.4 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 192.4 166.8 5.8 164.1 154.6 112.7 60.2
Earnings per share
Continuing operations 2.32 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 $ 2.32 $ 2.03 $ 0.07 $ 2.01 $ 1.90 $ 1.40 $ 0.75
Return on average shareholders'
equity 17.1% 17.4% 0.6% 20.2% 23.3% 21.5% 14.2%
Cash dividends per common share $ 0.52 $ 0.48 $ 0.40 $ 0.32 $ 0.24 $ 0.14 $ 0.02
CONSOLIDATED FINANCIAL POSITION
Current assets $ 1,258.4 $ 1,309.1 $ 1,138.6 $ 1,159.5 $ 1,222.8 $ 1,036.4 $ 1,001.0
Current liabilities 1,021.3 930.9 845.4 848.2 984.0 797.7 786.1
Working capital 237.1 378.2 293.2 311.3 238.8 238.7 214.9
Property, plant and equipment, net 1,274.4 1,100.9 1,046.9 1,092.7 925.3 775.3 729.8
Total assets 2,824.8 2,588.9 2,365.5 2,421.4 2,475.8 2,154.3 2,075.7
Capitalization
Long-term debt 24.4 59.6 61.3 75.7 57.6 62.5 95.0
Shareholders' equity 1,220.5 1,044.1 880.8 900.6 741.3 589.9 467.1
Total capitalization $ 1,244.9 $ 1,103.7 $ 942.1 $ 976.3 $ 798.9 $ 652.4 $ 562.1
Percent of total capitalization
Long-term debt 2.0% 5.4% 6.5% 7.8% 7.2% 9.6% 16.9%
Shareholders' equity 98.0% 94.6% 93.5% 92.2% 92.8% 90.4% 83.1%
Shareholders' equity per common
share $ 14.79 $ 12.72 $ 10.81 $ 11.10 $ 9.22 $ 7.39 $ 5.91
Common shares outstanding at
October 31 82.5 82.1 81.5 81.1 80.4 79.8 79.1
OTHER DATA
New awards $ 8,071.5 $ 8,000.9 $10,867.7 $ 8,531.6 $ 7,632.3 $ 7,135.3 $ 5,955.2
Backlog at year end 14,021.9 14,753.5 14,706.0 11,181.3 9,557.8 8,360.9 6,658.6
Capital expenditures 301.3 171.5 287.0 159.7 155.7 139.2 86.3
Cash provided by operating activities $ 459.4 $ 188.0 $ 306.1 $ 219.0 $ 353.1 $ 265.1 $ 17.7
<FN>
<F1> See Management's Discussion and Analysis on pages 25 to 27, Consolidated
Statement of Earnings on page 30, Notes to Consolidated Financial Statements on
pages 33 to 43 and Quarterly Financial Data on page 45 for information relating
to significant items affecting the results of operations.
<F2> 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, to $.13 per
share in the first quarter of 1994 and to $.15 per share in the first quarter
of 1995.
</FN>
</TABLE>
<PAGE> 2
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 $192 million in 1994, compared with
$167 million in 1993 and $135 million in 1992. The related earnings per share
were $2.32 in 1994, compared with $2.03 in 1993 and $1.65 in 1992. Earnings
from continuing operations in 1993 included a nonrecurring after-tax charge of
$6.1 million 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. This charge was more than offset by the 1993 reversal of $12.6
million of income tax liabilities no longer required due to the favorable
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 flow.
ENGINEERING AND CONSTRUCTION
Total new awards were $8.1 billion in 1994, compared with $8.0 billion in 1993
and $10.9 billion in 1992. Consistent with the company's long-term goal of
broad geographic diversity, 61 percent of 1994 new awards came from projects
located outside the United States, compared with 54 percent in 1993 and 32
percent in 1992. The following table sets forth new awards for each of the
company's business groups:
<TABLE>
$ in millions
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Process $ 4,432 55% $ 5,439 68% $ 5,053 46%
Industrial 2,948 37 1,828 23 2,517 23
Power/Government 516 6 527 6 3,000 28
Diversified Services 176 2 207 3 298 3
Total new awards $ 8,072 100% $ 8,001 100% $10,868 100%
U.S. $ 3,165 39% $ 3,686 46% $ 7,348 68%
Outside U.S. 4,907 61 4,315 54 3,520 32
Total new awards $ 8,072 100% $ 8,001 100% $10,868 100%
</TABLE>
The company's future award prospects include several large-scale international
projects. The large size and uncertain timing of these projects can create
variability in the company's award pattern, consequently, future award trends
are difficult to predict with certainty.
Backlog at October 31, 1994, 1993 and 1992 was $14.0 billion, $14.8 billion and
$14.7 billion, respectively. In addition to the increased percentage of 1994
new awards for projects located outside the United States, work performed on
existing contracts during 1994 was largely (79%) attributable to projects
located in the United States, consequently, the amount of backlog for projects
located outside the United States increased to 51 percent of total backlog at
October 31, 1994, compared with 39 percent at October 31, 1993.
Recent growth in the Process group's backlog reflects the award of three major
projects. The Industrial group has maintained a 25 percent share of backlog,
most recently due to significant activity in mining and metals, along with
recent growth in the demand for consumer products, particularly in developing
countries. The decline in the last two years in the Power/Government group
reflects a major slowdown in the award and funding of new U.S. government
programs and the continued low demand for power generation projects in the U.S.
Backlog has been adjusted to reflect project cancellations, deferrals, and
revised project scope and cost, both upwards and downwards. The net reductions
in backlog from project adjustments and cancellations for the year ended
October 31, 1994 was $1,130 million, compared with $844 million and $1,454
million for the years ended October 31, 1993 and 1992, respectively.
Engineering and Construction operating profits increased 17 percent to $259
million in 1994, compared with $221 million in 1993 and $191 million in 1992
due primarily to increases in margins and volume of work performed. Margins
are affected by competitive market conditions and the mix of engineering and
construction projects. The company continues to focus on improving operating
margins by lowering the cost of delivering services. Recent increases in
margins reflect returns attributable to large complex international projects
and fixed-price contracts.
<PAGE> 3
COAL
Revenues and operating profit from Coal operations in 1994 were $768 million
and $95 million, respectively, compared with $717 million and $71 million in
1993. Revenues and operating profit in 1992 were $697 million and $80 million.
The following table sets forth produced and purchased coal revenues:
<TABLE>
$ in millions
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
Produced coal $ 725 $ 638 $ 549
Purchased coal 43 79 148
$ 768 $ 717 $ 697
</TABLE>
The increase in produced coal revenues in 1994 compared with 1993 is due
primarily to a 12 percent increase in sales volume together with a slight
increase in sales price. Sales volume of produced coal is up due to a strong
demand for metallurgical coal by the steel industry resulting from continued
economic growth in the United States. Sales of purchased coal declined as the
result of a planned shift to produced coal, which carries a higher profit
margin. Although produced coal sales prices showed slight improvement in 1994
compared with 1993, they were offset by slightly higher costs associated with
the start-up of production facilities and the development of new reserves.
Operating profit increased 18 percent in 1994 compared with 1993, excluding the
1993 nonrecurring pretax charge of $10 million to settle the dispute with the
pension and benefit funds of the United Mine Workers of America/Bituminous Coal
Operators of America. Operating profit increased 12 percent due to increased
gross margin from higher produced coal sales volume and 6 percent primarily
from a gain on the sale of excess land.
The increase in produced coal revenues in 1993 compared with 1992 is due
primarily to increased sales volume offset by a modest decline in sales price.
Sales of purchased coal declined as the result of the planned shift towards an
increased proportion of produced coal. Operating profit declined in 1993
compared with 1992 primarily as the result of the previously mentioned
nonrecurring $10 million pretax settlement charge in 1993 despite a 5 percent
increase in gross margin associated with the higher sales volume of produced
coal.
OTHER
Net interest income increased in 1994 compared with 1993 due to an increase in
interest income and a decrease in interest expense. Interest income increased
due to higher average investable funds and interest rates, whereas the lower
interest expense was attributable to reduced amounts of debt. Net interest
income improved slightly in 1993 compared with 1992 due largely to long-term
debt repayments during 1993 and 1992 of approximately $46 million and $18
million, respectively. The resultant decrease in 1993 interest expense was
offset by lower interest income due to lower interest rates and lower interest
earning assets.
Corporate administrative and general expense increased in 1994 compared with
1993 due primarily to higher stock price and performance driven compensation
plans expense partially offset by an increase in net periodic pension income.
Corporate administrative and general expense increased in 1993 compared with
1992 due primarily to higher net periodic pension income in 1992.
The company has only minimal exposure to foreign currency fluctuations as it is
generally able to negotiate neutral positions by matching the foreign currency
revenues and costs in its engineering and construction activities. From time
to time, the company enters into foreign exchange contracts to hedge specific
foreign currency commitments. The company does not have substantial net assets
or liabilities denominated in foreign currencies and, therefore, does not have
significant risk to currency fluctuations. During 1994, the net translation
adjustment represented a gain of $3.5 million in the cumulative translation
component of shareholders' equity due to overall strengthening of the Dutch
guilder and British pound against the U.S. dollar. In December 1994, the
Mexican government announced a major devaluation to the peso. The company
believes that its investment in ICA Fluor Daniel has not been permanently
impaired by the devaluation as prospects remain for long-term engineering and
construction work in Mexico.
The effective tax rate on earnings from continuing operations for 1994 is
essentially unchanged as compared to 1993 and 1992, after excluding the
reversal of $12.6 million of income tax liabilities in 1993.
As of October 31, 1994, the company retroactively adopted as of the beginning
of the fiscal year 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. The adoption of SFAS No. 112 had no impact on results of
operations or financial position.
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (SFAS No. 115). The statement addresses the
accounting and reporting for investments in equity securities that have readily
determinable fair values and for all invest-
<PAGE> 4
ments in debt securities. Adoption of SFAS No. 115 is not required by the
company until 1995. Based on the nature and composition of the company's
current investment portfolios, the impact of implementation will not be
material.
DISCONTINUED OPERATIONS
On April 7, 1994, the company completed the sale of its Lead business to an
affiliate of a private investment company for consideration consisting of both
cash and deferred payments. Proceeds included $52 million cash on the date of
the closing and deferred amounts to be paid in installments over periods
ranging from five to eight years. The company announced its decision to exit
its Lead business in November 1992, and, as of October 31, 1992, the Lead
business was classified as a discontinued operation and adjusted to estimated
net realizable value. See Acquisitions and Dispositions in the Notes to
Consolidated Financial Statements on page 35, for additional information.
The sale by the company of its Lead business included St. Joe Minerals
Corporation ("St. Joe"), and its environmental liabilities for several
different lead mining, smelting and other lead related environmental sites.
As a condition of the St. Joe sale, however, the company retained
responsibility for certain non-lead related environmental liabilities, but
only to the extent that such liabilities are not covered by St. Joe's
comprehensive general liability insurance.
In 1987, St. Joe sold its zinc mining and smelting division to Zinc Corporation
of America ("ZCA"). As part of the sale agreement, St. Joe and the company
agreed to indemnify ZCA in the event that certain environmental liabilities
arise from three Zinc facilities (the "Zinc facilities"). During 1993, ZCA
made claims under this indemnity as well as under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") against St.
Joe. In 1994, ZCA filed suit against St. Joe and the company, among others,
seeking compensation. In 1994, the company and St. Joe, among others, executed
a settlement agreement with ZCA which, among other things, cancels the
indemnity previously provided to ZCA and limits environmental expenditures at
the Zinc Facilities for which St. Joe would be responsible to no more than
approximately $10 million. This amount had been previously reserved by the
company. Expenses incurred and payments made under the settlement agreement
are expected to be made over a period of at least 5 years.
FINANCIAL POSITION AND LIQUIDITY
The increase in cash flows from operating activities in 1994 is due primarily
to increased earnings, collection of accounts and project financing receivables
and increases in certain short-term liabilities primarily related to project
activity. Increases and decreases in working capital from year to year are
affected by the mix, stage of completion and commercial terms of engineering
and construction projects. The increase in cash utilized by investing
activities in 1994 compared with 1993 is primarily attributable to increased
capital expenditures and coal company acquisitions. During 1994, Massey Coal
purchased three coal mining companies for consideration totaling $68 million,
including cash of $38 million and the assumption of approximately $30 million
of liabilities. In 1993 and 1992, consideration for the purchase of coal
mining companies totaled $14 million and $77 million, respectively. The
purchases included cash of $11 million and $64 million and the assumption of
approximately $3 million and $13 million of liabilities in 1993 and 1992,
respectively. Massey's capital expenditures and investments have been directed
toward the acquisition of high-quality, low-sulfur coal to benefit from an
expected increase in demand due to the Clean Air Act. Investing activity also
includes the initial pretax proceeds from the sale of the Lead business which
was completed in 1994. Cash utilized by financing activities consisted
primarily of dividend payments and payments on short and long-term debt.
The long-term debt to capitalization ratio at October 31, 1994 was 2.0 percent,
compared with 5.4 percent and 6.5 percent at October 31, 1993 and 1992,
respectively. The 1994 ratio decreased due to the reclassification of a $34.7
million note from long-term to current based on management's decision to prepay
the note in 1995 and the increase in shareholders' equity from earnings, net of
dividends.
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 $20 million and $30 million, respectively, outstanding
at October 31, 1994 and 1993.
Quarterly cash dividends of $.10 per share declared in December 1991 were
raised to $.12 per share in December 1992, to $.13 per share in December 1993
and to $.15 per share in December 1994.
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 correlate with inflationary trends and the company's substantial coal
reserves provide a hedge against the 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.
<PAGE> 5
<TABLE>
CONSOLIDATED BALANCE SHEET
$ in thousands
<CAPTION>
At October 31, 1994 1993
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 374,468 $ 214,844
Marketable securities 117,618 97,335
Accounts and notes receivable 318,672 392,577
Contract work in progress 308,877 306,251
Inventories 52,703 32,834
Net assets of discontinued operations _ 172,822
Deferred taxes 56,967 76,364
Other current assets 29,158 15,997
Total current assets 1,258,463 1,309,024
PROPERTY, PLANT AND EQUIPMENT
Land 59,779 58,867
Buildings and improvements 313,512 304,566
Machinery and equipment 763,992 643,818
Mining properties and mineral rights 561,574 499,459
Construction in progress 89,725 35,875
1,788,582 1,542,585
Less accumulated depreciation,
depletion and amortization 514,145 441,676
Net property, plant and equipment 1,274,437 1,100,909
OTHER ASSETS
Investments and goodwill, net of
accumulated amortization of $45,956
and $44,490, respectively 71,596 52,383
Other 220,272 126,568
Total other assets 291,868 178,951
$2,824,768 $2,588,884
</TABLE>
<PAGE> 6
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994 1993
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 333,244 $ 289,721
Note payable to affiliate _ 30,000
Commercial paper 19,957 30,053
Advance billings on contracts 220,101 194,695
Accrued salaries, wages and
benefit plan liabilities 199,506 194,270
Other accrued liabilities 210,511 190,447
Current portion of long-term debt 38,001 1,687
Total current liabilities 1,021,320 930,873
LONG-TERM DEBT DUE AFTER ONE YEAR 24,366 59,637
NONCURRENT LIABILITIES
Deferred taxes 45,199 51,642
Other 513,427 502,610
Total noncurrent liabilities 558,626 554,252
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 1994 - 82,507,568 shares
and in 1993 - 82,093,207 shares 51,567 51,308
Additional capital 498,804 478,204
Retained earnings (since October 31, 1987) 684,249 534,678
Unamortized executive stock plan expense (14,472) (16,828)
Cumulative translation adjustment (308) (3,240)
Total shareholders' equity 1,220,456 1,044,122
$2,824,768 $2,588,884
<FN>
<F1> See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE> 7
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
In thousands, except per share amounts
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
REVENUES
Engineering and construction services $7,717,542 $7,133,578 $5,903,975
Coal 767,725 716,591 696,721
Total revenues 8,485,267 7,850,169 6,600,696
COST OF REVENUES
Engineering and construction services 7,466,274 6,918,464 5,729,148
Coal 672,527 645,911 616,671
Total cost of revenues 8,138,801 7,564,375 6,345,819
OTHER (INCOME) AND EXPENSE
Corporate administrative and general
expense 47,855 43,682 39,270
Interest expense 16,861 19,982 23,580
Interest income (21,549) (20,070) (23,323)
Total cost and expenses 8,181,968 7,607,969 6,385,346
EARNINGS FROM CONTINUING OPERATIONS
BEFORE TAXES 303,299 242,200 215,350
INCOME TAX EXPENSE 110,900 75,400 80,100
EARNINGS FROM CONTINUING OPERATIONS 192,399 166,800 135,250
LOSS FROM DISCONTINUED OPERATIONS, NET _ _ (96,566)
EARNINGS BEFORE CHANGE IN
ACCOUNTING PRINCIPLE 192,399 166,800 38,684
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE, NET _ _ (32,866)
NET EARNINGS $ 192,399 $ 166,800 $ 5,818
EARNINGS PER SHARE
Continuing operations $ 2.32 $ 2.03 $ 1.65
Discontinued operations _ _ (1.18)
Cumulative effect of change in
accounting principle _ _ (0.40)
NET EARNINGS PER SHARE $ 2.32 $ 2.03 $ 0.07
SHARES USED TO CALCULATE
EARNINGS PER SHARE 82,796 82,282 81,558
<FN>
<F1> See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE> 8
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 192,399 $ 166,800 $ 5,818
Adjustments to reconcile net earnings
to cash provided by operating
activities:
Depreciation, depletion and
amortization 114,258 111,793 135,259
Discontinued operations (4,287) (34,184) 127,275
Change in accounting principle _ _ 53,008
Deferred taxes 2,801 (6,082) (55,674)
Changes in operating assets and
liabilities 141,723 (61,430) 38,436
Other, net 12,482 11,150 2,011
Cash provided by operating activities 459,376 188,047 306,133
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (236,623) (158,822) (223,199)
Payments for purchase of coal
companies (38,164) (10,700) (63,937)
Sale (purchase) of marketable
securities, net (20,283) 50,249 38,458
Initial pretax cash proceeds from
sale of discontinued operations 51,869 _ _
Investments (4,193) (20,081) _
Proceeds from sale of property,
plant and equipment 18,271 9,841 11,493
Other, net (2,468) 15,808 (1,169)
Cash utilized by investing activities (226,655) (113,705) (238,354)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in note payable
to affiliate (30,000) 30,000 _
Payments on long-term debt (1,994) (45,689) (17,969)
Increase (decrease) in short-term
borrowings (10,096) 96 29
Cash dividends paid (42,828) (39,340) (32,486)
Stock options exercised 11,946 8,709 2,540
Other, net (125) (8,620) (8,569)
Cash utilized by financing activities (73,097) (54,844) (56,455)
Increase in cash and cash equivalents 159,624 19,498 11,324
Cash and cash equivalents at beginning
of year 214,844 195,346 184,022
Cash and cash equivalents at end of year $ 374,468 $ 214,844 $ 195,346
<FN>
<F1> See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE> 9
<TABLE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
In thousands, except per share amounts
Year ended October 31, 1992, 1993 and 1994
<CAPTION>
Common Stock Unamortized Cumulative
---------------- Additional Retained Stock Plan Translation
Shares Amount Capital Earnings Expense Adjustment Total
------ ------- ---------- -------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
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 122 76 5,093 (5,238) (69)
Common stock repurchase (100) (63) (3,666) (3,729)
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 $2,694) (4,446) (4,446)
BALANCE AT OCTOBER 31, 1993 82,093 51,308 478,204 534,678 (16,828) (3,240) 1,044,122
Net earnings 192,399 192,399
Cash dividends ($.52 per share) (42,828) (42,828)
Exercise of stock options, net 396 248 11,698 11,946
Stock option tax benefit 4,046 4,046
Amortization of executive stock
plan expense 3,837 3,837
Issuance of restricted stock, net 19 11 1,128 (1,481) (342)
Tax benefit from reduction of
valuation allowance for
deferred tax assets 3,728 3,728
Translation adjustment (net of
deferred taxes of $2,268) 3,548 3,548
BALANCE AT OCTOBER 31, 1994 82,508 $51,567 $ 498,804 $ 684,249 $ (14,472) $ 308 $1,220,456
<FN>
<F1> See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE> 10
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 1993 and
1992 amounts have been reclassified to conform with the 1994 presentation. In
November 1992, the company announced its decision to exit its Lead business and
on April 7, 1994 a sale was completed. The assets and liabilities of the Lead
business for periods prior to the sale are shown as net assets of discontinued
operations.
ENGINEERING AND CONSTRUCTION CONTRACTS
The company recognizes engineering and construction contract revenues using the
percentage-of-completion method, based primarily 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 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 incurred costs associated with contract work in progress at
October 31, 1994 will be billed and collected in 1995.
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, DEVELOPMENT AND RECLAMATION
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. 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.
INCOME TAXES
Deferred tax assets and liabilities are recognized 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.
<PAGE> 11
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:
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994 1993
<S> <C> <C>
Coal $ 24,289 $ 15,375
Supplies and other 28,414 17,459
$ 52,703 $ 32,834
</TABLE>
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, 1994, the company had $75.5 million of foreign exchange contracts
outstanding relating to foreign currency denominated long-term debt and
interest, lease commitments and contract 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. If
the counterparties to the exchange contracts (AA rated international banks) do
not fulfill their obligations to deliver the contracted currencies, the company
could be at risk for any currency related fluctuations. The company limits
exposure to foreign currency fluctuations in most of its engineering and
construction contracts through provisions that require client payments in U.S.
dollars or other currencies corresponding to the currency in which costs are
incurred. As a result, the company generally has had no need to hedge foreign
currency cash flows for contract work performed. The functional currency of
all significant foreign operations is the local currency.
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 progress 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, 1994 and 1993 include $5.2 million
and $47.5 million, respectively, 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 have been minimal and 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 changes in operating assets and liabilities as
shown in the Consolidated Statement of Cash Flows comprise:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
Decrease (increase) in:
Accounts and notes receivable $ 73,905 $(80,223) $ 50,758
Contract work in progress (2,626) (87,143) 37,456
Inventories (18,042) (1,529) (5,549)
Other current assets (8,493) 8,136 (1,241)
Increase (decrease) in:
Accounts payable 43,523 90,720 (58,310)
Advance billings on contracts 25,406 20,286 18,783
Accrued liabilities 28,050 (11,677) 29,275
Other noncurrent liabilities _ _ (32,736)
Changes in operating assets and
liabilities $141,723 $(61,430) $ 38,436
Cash paid during the year for:
Interest expense $ 12,830 $ 20,152 $ 18,650
Income tax payments, net $ 81,306 $ 89,469 $ 53,713
</TABLE>
<PAGE> 12
ACQUISITIONS AND DISPOSITIONS
On April 7, 1994, the company completed the sale of its Lead business to an
affiliate of a private investment company for consideration consisting of both
cash and deferred payments. Proceeds included $52 million cash on the date of
the closing and deferred amounts to be paid in installments over periods
ranging from five to eight years. The company announced its decision to exit
its Lead business in November 1992, and, as of October 31, 1992, the Lead
business was classified as a discontinued operation and adjusted to estimated
net realizable value, including $10 million of estimated pretax operating
losses through the date of disposal.
Due to extended depressed lead prices in the international commodity markets,
losses during the holding period were in excess of the company's November 1992
estimates. Actual holding period losses incurred aggregated $51 million pretax
from November 1992 to the date of sale. The amount by which the actual
operating loss exceeded the original estimate was offset by reductions in other
estimated costs, such as disposition and environmental expenses. As a result,
the closing of the sale had no impact on the company's earnings beyond what was
originally recognized in 1992.
Revenues from the Lead business were $121 million and $143 million for the
years ended October 31, 1993 and 1992, respectively, and $71 million for the
five month period through the date of sale in 1994. Discontinued operations in
the accompanying Consolidated Statement of Earnings for the year ended October
31, 1992 contained a loss from operations of $17.6 million (net of income tax
benefit of $10.8 million) and estimated loss from disposal of $78.9 million
(net of income tax benefit of $48.4 million).
During 1994, Massey Coal purchased three coal mining companies for
consideration totaling $68 million, consisting of $38 million of cash and the
assumption of approximately $30 million of liabilities. Assets included $65
million of property, plant and equipment and mining property and mineral rights
and $3 million of working capital and other assets. Massey Coal purchased a
coal mining company in 1993, for consideration totaling $14 million, consisting
of $11 million of cash and the assumption of approximately $3 million of
liabilities. Assets included $13 million of property, plant and equipment and
mining property and mineral rights and $1 million of working capital and other
assets. In 1992, consideration for the purchase of two coal mining companies
totaled $77 million, consisting of $64 million of cash and the assumption of
approximately $13 million of liabilities. Assets included $64 million of
property, plant and equipment and mining property and mineral rights and $13
million of working capital and other assets.
From time to time the company enters into joint venture arrangements with other
engineering and construction firms. During 1994, the company invested
approximately $4 million in joint venture arrangements, the majority of which
related to the acquisition of a minority interest in Prochem S.A., one of
Poland's largest engineering and construction companies. In 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. The company invested approximately $20 million in these two
ventures in 1993.
<PAGE> 13
INCOME TAXES
The income tax expense (benefit) included in the Consolidated Statement of
Earnings is as follows:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
Current:
Federal $ 58,420 $ 58,489 $ 23,716
Foreign 37,151 23,490 20,476
State and local 12,528 12,124 12,280
Total current 108,099 94,103 56,472
Tax liability reversal _ (12,621) _
Deferred:
Federal (2,145) (1,634) (54,818)
Foreign 4,673 (3,939) 6,773
State and local 273 (509) (7,629)
Total deferred 2,801 (6,082) (55,674)
Total income tax expense $110,900 $ 75,400 $ 798
</TABLE>
The income tax expense (benefit) applicable to continuing operations,
discontinued operations and the cumulative effect of change in accounting
principle is as follows:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
Provision for continuing
operations:
Current $ 133,870 $ 110,917 $ 64,920
Tax liability reversal _ (12,621) _
Deferred (22,970) (22,896) 15,180
Total provision for
continuing operations 110,900 75,400 80,100
Provision for discontinued
operations:
Current (25,771) (16,814) (8,448)
Deferred 25,771 16,814 (50,712)
Total provision for
discontinued operations _ _ (59,160)
Provision for cumulative
effect of change in
accounting principle:
Deferred _ _ (20,142)
Total income tax expense $ 110,900 $ 75,400 $ 798
</TABLE>
A reconciliation of U.S. statutory federal income tax to the income tax expense
on the earnings from continuing operations is as follows:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
U.S. statutory federal
income tax expense $ 106,155 $ 84,358 $ 73,219
Increases (decreases)
in taxes resulting from:
State and local income
taxes 8,498 5,205 8,487
Effect of non-U.S.
tax rates 7,412 6,173 5,959
Items without tax
effect, net 5,002 2,137 3,741
Depletion (9,560) (5,256) (7,488)
Tax liability reversal _ (12,621) _
Other, net (6,607) (4,596) (3,818)
Total income tax expense -
continuing operations $ 110,900 $ 75,400 $ 80,100
</TABLE>
<PAGE> 14
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:
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994 1993
<S> <C> <C>
Deferred tax assets:
Accrued liabilities not currently
deductible $ 169,899 $ 169,248
Expected tax benefits on disposition
of Lead business _ 25,771
Tax basis of building in excess of
book basis 24,260 25,980
Other 52,272 57,916
Total deferred tax assets 246,431 278,915
Valuation allowance for deferred
tax assets (51,724) (55,452)
Deferred tax assets, net 194,707 223,463
Deferred tax liabilities:
Coal mining property book basis
in excess of tax basis (95,818) (98,516)
Tax on unremitted non-U.S. earnings (28,685) (36,324)
Other (58,436) (63,901)
Total deferred tax liabilities (182,939) (198,741)
Net deferred tax assets $ 11,768 $ 24,722
</TABLE>
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. Reductions in the valuation allowance
relating to these 1987 deferred tax assets are credited to additional capital.
In 1994 and 1993, reductions in the valuation allowance resulted in an increase
to additional capital of $3.7 million and $24.1 million, respectively.
Residual income taxes of approximately $12 million have not been provided on
approximately $30 million of undistributed earnings of certain foreign
subsidiaries at October 31, 1994, because the company intends to keep those
earnings reinvested indefinitely.
United States and foreign earnings from continuing operations before taxes are
as follows:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
United States $ 196,397 $ 175,835 $ 145,825
Foreign 106,902 66,365 69,525
Total $ 303,299 $ 242,200 $ 215,350
</TABLE>
Net earnings for 1993 include $12.6 million related to the favorable conclusion
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.
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.
<PAGE> 15
RETIREMENT BENEFITS
The company sponsors contributory and non-contributory 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
of $67 million in both 1994 and 1993, and $65 million in 1992 is primarily
related to domestic engineering and construction operations. 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 defined benefit plans are primarily related to
international engineering and construction operations, U.S. craft employees and
coal operations. Net periodic pension income for continuing operations defined
benefit pension plans includes the following components:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
Service costs incurred
during the period $ 14,310 $ 11,528 $ 12,439
Interest cost on projected
benefit obligation 20,275 18,494 17,556
Income and gains on assets
invested (7,907) (74,228) (24,282)
Net amortization and deferral (34,255) 39,295 (12,477)
Net periodic pension income $ (7,577) $ (4,911) $ (6,764)
</TABLE>
The following assumptions were used in the determination of net periodic cost:
<TABLE>
<CAPTION>
Year ended October 31, 1994 1993 1992
<S> <C> <C> <C>
Discount rates 7.0-8.0% 8.5-9.5% 8.5-9.5%
Rates of increase in
compensation levels 3.5-5.0 5.0-6.0 5.0-6.0
Expected long-term rates
of return on assets 6.0-10.0% 7.5-10.0% 7.5-10.0%
</TABLE>
In recognition of the current interest rate environment, as of October 31, 1994
the company adjusted the discount rates used in the determination of its
benefit obligations to 7.75-9.25 percent, the expected long-term rates of
return to 6.75-10.25 percent and the rates of salary increases to 4.0-6.25
percent.
The following table sets forth the funded status of the defined benefit plans:
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994 1993
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $ 212,011 $ 211,182
Nonvested benefit obligation 10,433 10,774
Accumulated benefit obligation $ 222,444 $ 221,956
Plan assets at fair values (primarily listed
stocks and bonds) $ 392,129 $ 373,421
Projected benefit obligation (263,038) (256,709)
Plan assets in excess of projected benefit
obligation 129,091 116,712
Unrecognized net gain (13,682) (14,048)
Unrecognized net asset at implementation (20,640) (20,723)
Pension asset recognized in the Consolidated
Balance Sheet $ 94,769 $ 81,941
<FN>
<F1> Amounts shown above at October 31, 1994 and 1993 exclude the projected
benefit obligation of $109 million and $166 million, respectively, and
associated plan assets relating to discontinued operations.
</FN>
</TABLE>
Massey Coal Company (Massey) participates in multiemployer defined benefit
pension plans for its union employees. Pension expense related to these plans
approximated $.5 million in each of the years ended October 31, 1994, 1993 and
1992. 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 $52 million at October 31,
1994, which will be recognized as expense as payments are assessed. For the
years ended October 31, 1994 and 1993 the expense recorded for such benefits
approximated $4 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."
<PAGE> 16
The accumulated postretirement benefit obligation at October 31, 1994 and 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 11.3 percent in 1995 down to
5 percent in 2004 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 9 percent. The discount rates used in determining the
accumulated postretirement benefit obligation were 8.5 percent and 7 percent at
October 31, 1994 and 1993, respectively.
Net periodic postretirement benefit cost for continuing operations includes the
following components:
<TABLE>
$ in thousands
<CAPTION>
Year ended October 31, 1994 1993
<S> <C> <C>
Service cost incurred during the period $ 1,352 $ 1,017
Interest cost on accumulated postretirement
benefit obligation 4,153 4,633
Net periodic postretirement benefit cost $ 5,505 $ 5,650
</TABLE>
The following table sets forth the plans' funded status and accumulated post-
retirement benefit obligation for continuing operations which has been fully
accrued in the company's Consolidated Balance Sheet:
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994 1993
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 44,517 $ 49,546
Fully eligible active participants 4,853 2,550
Other active plan participants 10,713 9,150
Unrecognized gain (loss) 3,667 (4,536)
Accrued postretirement benefit obligation $ 63,750 $ 56,710
<FN>
<F1> During 1994, Massey assumed approximately $6 million of postretirement
related liabilities in connection with the acquisition of a coal company.
</FN>
</TABLE>
The above information does not include amounts related to benefit plans
applicable to employees associated with certain contracts with the U.S. Depart-
ment of Energy because the company is not responsible for the current or future
funded status of the plans.
As of October 31, 1994, the company retroactively adopted, as of the beginning
of the fiscal year, Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS No. 112). The state-
ment requires accrual of the estimated cost of benefits provided by the
employer to former or inactive employees after employment but before
retirement. The adoption of SFAS No. 112 had no impact on the results of
operations or financial position.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of the company's financial instruments are as
follows:
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994 1993
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $374,468 $374,468 $214,844 $214,844
Marketable securities 117,618 119,555 97,335 102,366
Notes receivable including
non-current portion 104,117 105,088 65,417 65,995
Long-term investments 15,811 16,616 21,615 21,907
Liabilities:
Commercial paper and notes
payable 19,957 19,957 60,053 60,053
Long-term debt including current
portion 62,367 64,405 61,324 69,211
Other noncurrent financial
liabilities 2,691 2,691 2,736 2,736
Off-balance sheet financial
instruments:
Foreign currency contract
obligations _ 219 _ 2,381
Letters of credit _ 740 _ 351
Line of credit _ 1,384 _ 981
</TABLE>
<PAGE> 17
[FN]
<F1> Fair values were determined as follows:
<F2> 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.
<F3> Marketable securities and long-term investments are based on quoted market
prices for these or similar instruments.
<F4> 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.
<F5> 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.
<F6> Other noncurrent liabilities consist primarily of deferred payments, for
which cost approximates fair value.
<F7> Foreign currency contract obligations are estimated by obtaining quotes
from brokers.
<F8> Letters of credit and line of credit amounts are based on fees currently
charged for similar agreements or on the estimated cost to terminate or settle
the obligations.
[/FN]
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (SFAS No. 115). The statement addresses the
accounting and reporting for investments in equity securities that have readily
determinable fair values and for all investments in debt securities. Adoption
of SFAS No. 115 is not required by the company until 1995. Based on the nature
and composition of the company's current investment portfolios, management
believes the impact of implementation will not be material.
LONG-TERM DEBT
Long-term debt comprises:
<TABLE>
<CAPTION>
$ in thousands
At October 31, 1994 1993
<S> <C> <C>
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 34,701 35,000
Other notes and mortgages 4,022 2,680
62,367 61,324
Less: Current portion 38,001 1,687
Long-term debt due after one year $ 24,366 $ 59,637
</TABLE>
Long-term debt maturities are as follows: 1996, $24.1 million; 1997, $60
thousand; 1998, no maturities; 1999, no maturities; and $.2 million thereafter.
All long-term debt (including current portion) outstanding at October 31, 1994,
bears interest at fixed rates. In 1995, the company intends to prepay the
13.50 percent first mortgage note of $34.7 million, and accordingly, this
amount has been classified as current at October 31, 1994.
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 $784 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, 1994, no amounts were outstanding
under the committed lines of credit. As of that date, $193 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 had unsecured commercial paper outstanding in the amount of $20
million and $30 million at October 31, 1994 and 1993, respectively. The
commercial paper was issued at a discount with an effective interest rate of
5.0 percent and 3.2 percent in 1994 and 1993, respectively. Maturities range
from 9 to 90 days in 1994 and 18 to 90 days in 1993. The weighted average
maturity at both October 31, 1994 and 1993 was 16 days. The maximum and
average balances outstanding for the years ended October 31, 1994 and 1993
were $52.9 million and $24.1 million, respectively, and $92 million and $44.9
million, respectively, with weighted average interest rates of 3.6 percent and
3.2 percent, respectively.
<PAGE> 18
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 $112.1 million and $118.1
million at October 31, 1994 and 1993, 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 52,560 and 101,540 shares in 1994 and 1993,
respectively.
The following table summarizes stock option activity for the two years ended
October 31, 1994:
<TABLE>
<CAPTION>
Stock Options Price Per Share
<S> <C> <C>
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
Granted 59,480 51
Expired or cancelled (82,374) 36-44
Exercised (396,044) 12-44
Outstanding at October 31, 1994 2,071,506 $ 12-51
Exercisable at:
October 31, 1993 1,271,330 $ 12-44
October 31, 1994 1,358,986 $ 12-44
Available for grant at:
October 31, 1993 2,610,490 * <F1>
October 31, 1994 2,610,047 * <F1>
<FN>
<F1> * 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).
</FN>
</TABLE>
LEASE OBLIGATIONS
Net rental expense for continuing operations amounted to $60 million, $69
million, and $80 million, in 1994, 1993, and 1992, 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:
<TABLE>
$ in thousands
<CAPTION>
At October 31, 1994
<S> <C>
1995 $ 28,278
1996 24,174
1997 23,559
1998 22,501
1999 18,054
Thereafter 33,226
</TABLE>
At October 31, 1994 and 1993, obligations under capital leases of approximately
$6 million and $7 million, respectively, are included in other noncurrent
liabilities.
<PAGE> 19
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.
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 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, 1994, the company had extended
financial guarantees on behalf of certain clients and other unrelated third
parties totaling $59.4 million.
The company's 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.
The sale by the company of its Lead business included St. Joe Minerals
Corporation ("St. Joe"), and its environmental liabilities for several
different lead mining, smelting and other lead related environmental sites.
As a condition of the St. Joe sale, however, the company retained
responsibility for certain non-lead related environmental liabilities arising
out of St. Joe's former zinc mining and smelting division, but only to the
extent that such liabilities are not covered by St. Joe's comprehensive general
liability insurance. These liabilities arise out of three zinc facilities
located in Bartlesville, Oklahoma, Monaca, Pennsylvania, and Balmat, New York
(the "Zinc Facilities").
In 1987, St. Joe sold its zinc mining and smelting division to Zinc Corporation
of America ("ZCA"). As part of the sale agreement, St. Joe and the company
agreed to indemnify ZCA for certain environmental liabilities arising from
operations conducted at the Zinc Facilities prior to the sale. During 1993,
ZCA made claims under this indemnity as well as under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") against St.
Joe for past and future environmental expenditures at the Zinc Facilities. In
1994, the company and St. Joe, among others, executed a settlement agreement
with ZCA which, among other things, cancels the indemnity previously provided
to ZCA and limits environmental expenditures at the Zinc Facilities for which
St. Joe would be responsible to no more than approximately $10 million, which
was previously fully reserved by the company. Expenses incurred and payments
made under the settlement agreement would be made over the span of at least 5
years.
The company and St. Joe, among others, are currently prosecuting cost recovery
actions under CERCLA against other potentially responsible parties for the
Bartlesville facility. In addition, St. Joe has initiated legal proceedings
against certain of its insurance carriers alleging that the investigative and
remediation costs, for which St. Joe is or may be responsible, including costs
incurred prior to the sale of St. Joe and costs related to the Zinc Facilities,
are covered by insurance. A portion of any recoveries received from the
insurance carriers would be, pursuant to the St. Joe sale agreement, for the
benefit of the company. In January 1995, St. Joe reached a settlement in
principle with one of its primary insurance carriers that provided coverage for
a minor portion of the applicable coverage periods. St. Joe continues to
pursue its other primary insurance carrier for additional payments. In as much
as the insurance, as well as the cost recovery, proceedings remain in the early
stages of litigation, no credit or offset (other than for amounts actually
received in settlement) 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 with 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
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 the provision of additional reserves in
expectation of such expenditures.
<PAGE> 20
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 process, industrial, power/government and
diversified services 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 are net of related liabilities.
Corporate assets are principally cash and cash equivalents, marketable
securities and nontrade receivables.
Engineering services for international projects are often performed within the
United States or a country other than where the project is located. Revenues
associated with these services have been classified within the geographic area
where the work was performed.
<TABLE>
OPERATIONS BY BUSINESS SEGMENT
$ in millions
<CAPTION>
Operating
Revenues Profit
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Engineering and Construction $ 7,717.6 $ 7,133.6 $ 5,904.0 $ 259.1 $ 220.6 $ 190.7
Coal 767.7 716.6 696.7 95.2 70.7 80.2
Continuing Operations $ 8,485.3 $ 7,850.2 $ 6,600.7 $ 354.3 $ 291.3 $ 270.9
</TABLE>
<TABLE>
$ in millions
<CAPTION>
Depreciation, Depletion
Identifiable Assets Capital Expenditures and Amortization
1994 1993 1992 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Engineering & Construction $1,288.5 $1,144.7 $1,018.6 $ 72.5 $ 60.6 $ 58.7 $ 47.1 $ 52.5 $ 52.5
Coal 1,076.5 926.3 864.0 228.8 110.9 214.0 66.8 58.8 54.0
Corporate 459.8 345.1 344.3 _ _ _ 0.4 0.5 0.5
Continuing Operations 2,824.8 2,416.1 2,226.9 301.3 171.5 272.7 114.3 111.8 107.0
Discontinued Operations _ 172.8 138.6 _ _ 14.3 _ _ 28.2
$2,824.8 $2,588.9 $2,365.5 $ 301.3 $171.5 $287.0 $114.3 $111.8 $135.2
</TABLE>
<TABLE>
OPERATIONS BY GEOGRAPHIC AREA
$ in millions
<CAPTION>
Revenues Operating Profit Identifiable Assets
1994 1993 1992 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United States $6,100.3 $5,628.1 $4,790.6 $284.9 $237.8 $221.6 $2,463.1 $2,262.2 $2,097.8
Europe 1,166.4 994.2 714.9 23.5 15.6 21.1 147.5 127.6 112.7
Asia Pacific 673.2 422.4 329.2 12.8 13.8 9.1 107.5 69.7 55.5
Canada 258.0 225.8 391.3 12.1 9.2 11.4 44.6 65.5 46.6
Middle East 89.1 434.5 317.8 2.4 2.1 4.5 20.1 32.7 41.9
Other 198.3 145.2 56.9 18.6 12.8 3.2 42.0 31.2 11.0
$8,485.3 $7,850.2 $6,600.7 $354.3 $291.3 $270.9 $2,824.8 $2,588.9 $2,365.5
<FN>
<F1> Included in United States revenues are export sales to unaffiliated
customers of $857.1 million in 1994, $1,090.3 million in 1993 and $1,230.5
million in 1992.
</FN>
</TABLE>
The following table reconciles business segment operating profit with the
earnings from continuing operations before taxes.
<TABLE>
<CAPTION>
$ in millions 1994 1993 1992
<S> <C> <C> <C>
Operating profit from continuing operations $354.3 $291.3 $270.9
Interest income (expense), net 4.7 0.1 (0.2)
Corporate administrative and general expense (47.9) (43.7) (39.3)
Other items, net (7.8) (5.5) (16.0)
Earnings from continuing operations before
taxes $303.3 $242.2 $215.4
</TABLE>
<PAGE> 21
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/ Les McCraw /s/ J. Michal Conaway
Les McCraw J. Michal Conaway
Chairman of the Board and Vice President and
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, 1994 and 1993, and the related consolidated
statements of earnings, cash flows, and shareholders' equity for each of the
three years in the period ended October 31, 1994. 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, 1994 and 1993, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended October 31,
1994, in conformity with generally accepted accounting principles.
As discussed in notes to the consolidated financial statements, in 1992, the
company changed its method of accounting for postretirement benefits other than
pensions.
/s/ Ernst & Young LLP
Orange County, California
November 29, 1994
<PAGE> 22
QUARTERLY FINANCIAL DATA
(Unaudited)
The following is a summary of the quarterly results of operations:
<TABLE>
$ in thousands, except per share amounts
<CAPTION>
First Second Third Fourth
Quarter Quarter(a)<F1> Quarter Quarter
<S> <C> <C> <C> <C>
1994
Revenues $2,057,665 $2,079,593 $1,963,052 $2,384,957
Gross margin 81,039 88,270 89,377 87,780
Earnings before taxes 70,998 75,139 76,008 81,154
Net earnings 43,998 47,739 48,308 52,354
Earnings per share $ 0.53 $ 0.58 $ 0.58 $ 0.63
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
<FN>
<F1> (a) Second quarter 1993 net earnings includes a reversal of income taxes
no longer required of $12.6 million and an after-tax charge of $9.2 million (of
which $3.1 million was reversed in the fourth quarter of 1993) to provide for
the estimated cost of settling disputed obligations relating to pension funds
associated with the company's coal segment.
</FN>
</TABLE>
<PAGE> 23
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 4th Floor, 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) 813-2847
INDEPENDENT AUDITORS
Ernst & Young LLP, 18400 Von Karman Avenue, Suite 800, 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 14, 1995 at the
Hyatt Regency Irvine, 17900 Jamboree Boulevard, Irvine, California.
STOCK TRADING
Fluor's stock is traded on the New York, Midwest, Pacific, Amsterdam, London
and Swiss Stock Exchanges. Common stock domestic trading symbol: FLR.
COMPANY CONTACTS
Stockholders may call (800) 854-0141
Stockholder Information:
Lawrence N. Fisher
(714) 975-6961
Investor Relations:
Lila J. Churney
(714) 975-3909
COMMON STOCK INFORMATION
At December 31, 1994, there were 82,727,721 shares outstanding and
approximately 15,430 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
<TABLE>
<CAPTION>
Dividends Price Range
Per Share High Low
<S> <C> <C> <C>
FISCAL 1994
First Quarter $0.13 $45 $38 5/8
Second Quarter 0.13 56 1/4 43 3/4
Third Quarter 0.13 55 5/8 47 5/8
Fourth Quarter 0.13 55 46 3/8
$0.52
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
</TABLE>
DIVIDEND REINVESTMENT PLAN
Fluor's Dividend Reinvestment Plan provides stockholders of record with the
opportunity to conveniently and economically increase their ownership in Fluor.
Through the Plan, stockholders can automatically reinvest their cash dividends
in shares of Fluor common stock. Optional cash investments may also be made in
additional Fluor shares ranging from a minimum of $100 to a maximum of $10,000
per quarter. For details on the Plan, contact Fluor's agent, Chemical Bank
(800) 813-2847.
DUPLICATE MAILINGS
Shares owned by one person but held in different forms of the same name result
in duplicate mailing of stockholder information at added expense to the
company. Such duplication can be eliminated only at the direction of the
stockholder. Please notify Chemical Bank in order to eliminate duplication.
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
Fluor's investor relations activities are dedicated to providing investors with
complete and timely information. All investor questions are welcome.
<PAGE> 1
EXHIBIT 21
FLUOR CORPORATION SUBSIDIARIES
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation (Subsidiaries 1) Delaware
American Equipment Company, Inc. S. Carolina
AMECO Services Inc. Delaware
Apex Coal Company Virginia
Claiborne Fuels, Inc. California
Coral Drilling, C.A. Venezuela
Daniel International Corporation S. 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
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
Acquion, Inc. California
E & C Professionals Unlimited, Inc. Texas
FibroConstruction, Inc. California
Fluor Constructors International, Inc. California
Fluor Constructors Canada Ltd. Canada
Fluor Constructors Indonesia, Inc. California
Fluor Management and Technical Services, Inc. California
Fluor Daniel, Inc. California
Efdee Engineering Corporation N. Carolina
Efdee Mississippi Architects, A Professional Association Mississippi
Efdee New York Engineers & Architects P.C. New York
Encee Architecture Services, P.C. N. Carolina
FD Mexico, Inc. Delaware
FDAE Corporation New Jersey
Fernald Environmental Restoration Management Corporation California
Fluor Environmental Resources
Management Services, Inc. Ohio
Fluor Chile, Inc. California
Fluor Daniel Chile Ingenieria y Construccion S.A. Chile
Ingenieria y Construcciones Fluor Daniel
Chile Limitada Chile
1
<PAGE> 2
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Fluor Colombia Limited Delaware
Fluor Cyprus Limited Cyprus
Fluor Daniel, a Professional Architectural
Corporation Louisiana
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. Netherlands
Fluor Daniel Consultants B.V. Netherlands
Fluor Daniel Engineering and Construction
Services Limited Turkey
Fluor Daniel Services B.V. Netherlands
Fluor Daniel Belgium, N.V. Belgium
Fluor Daniel Canada, Inc. Canada
Soana Holdings Ltd. Canada
Fluor Daniel Wright Ltd. Canada
Compania Minera Explowel Ecuador
Lynx Geosystems Inc. Canada
Saskwright Engineers Limited Canada
Wright Engineers (Chile) Limitada Chile
Wright Engineers Limitada Peru Peru
Wright Engineers Pty. Limited Australia
TRS Recruiting Services Canada, Inc. Canada
Wright Engineers (International) Limited Bermuda
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. S. Carolina
Fluor Daniel Export Services, Inc. Delaware
Fluor Daniel Facility Services Corporation S. Carolina
Fluor Daniel International (Malaysia) Sdn. Bhd. Malaysia
Fluor Daniel Maintenance Services, Inc. Delaware
Fluor Daniel Services Corporation Delaware
Fluor Daniel China, Inc. California
Fluor Daniel China Services, Inc. California
Fluor Daniel China Technology, Inc. California
2
<PAGE> 3
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Fluor Daniel Coal Services International, Inc. Delaware
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 Energy Investments, Inc. Delaware
Fluor Daniel Engineers & Constructors, Inc. Delaware
Fluor Daniel Engineers & Consultants Ltd. Mauritius
Fluor Daniel Engineers & Constructors, Ltd. California
AEC International, Ltd.(2) Korea
Project Administrative Services, Limited(3) Hong Kong
Fluor Daniel Environmental Services, Inc. California
Fluor Daniel Espana, S.A. California
Daniel International (Saudi Arabia) Ltd. Saudi Arabia
Fluor Arabia Limited(3) Saudi Arabia
Fluor Daniel Eurasia, Inc. California
Fluor Daniel GmbH West Germany
Fluor Daniel Group, Inc. Delaware
Fluor Daniel India, Inc. California
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.(4) Malaysia
Fluor Daniel Mexico S.A. California
ICA-Fluor Daniel, S. de R.L. de C.V.(5) Mexico
Fluor Daniel Mining & Metals, Ltd. California
Fluor Daniel New Zealand Limited California
Fluor Daniel (NPOSR), Inc. Delaware
Fluor Daniel Overseas, Inc. California
Fluor Daniel P.R.C., Ltd. California
Fluor Daniel Pacific, Inc. California
3
<PAGE> 4
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc. (continued)
Fluor Daniel Properties Limited U.K.
Fluor Daniel Pulp & Paper, Inc. California
Fluor Daniel Resources, Inc. California
Fluor Daniel S.A. France
Fluor Daniel, S.A. Spain
Fluor Daniel Sales Corporation West Indies
Fluor Daniel South America Limited California
Fluor Daniel South East Asia, Ltd. California
Fluor Daniel Technical Services, Inc. Texas
Fluor Daniel Thailand, Ltd. California
Fluor-Doris, Inc. Texas
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 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
Williams Brothers Engineering Company Delaware
Fluor Daniel Argentina, Inc. Delaware
Williams Brothers Engineering Limited U.K.
Williams Brothers Engineering Pty. Ltd. Australia
4
<PAGE> 5
Organized
Name of Company Under Laws of
--------------- ---------------
Fluor Corporation
FD Engineers & Constructors, Inc.
Fluor Daniel, Inc.
Williams Brothers Engineering Company (continued)
Williams Brothers International Limited Guernsey Islands
Williams Brothers Process Services, Inc. Delaware
Wright Engineers, Inc. Nevada
Fluor Daniel Telecommunications Corporation California
Fluor Real Estate Services, Inc. Delaware
Strategic Organizational Systems Enterprises, Inc. California
Strategic Organizational Systems Construction
Division, Inc. California
Strategic Organizational Systems Environ-
mental Division, Inc. Oklahoma
Strategic Organizational Systems Environ-
mental Division, Inc. Louisiana
Strategic Organizational Systems Environ-
mental Engineering Division, Inc. Texas
SOS International, Inc. Alabama
Strategic Organizational Systems Environmental
Engineering California Division, Inc. California
Strategic Organizational Systems Southern
California Division Inc. California
TRS International Group, Inc. S. Carolina
TRS International Group, Inc. Delaware
TRS International Group Asia Pacific, 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 Daniel Asia, Inc. California
Fluor Gulf Communications, Inc. California
Micogen Inc. California
Micogen Limited I, Inc. California
Micogen Limited II, Inc. California
Palmetto Energy, Inc. Florida
Springfield Resource Recovery, Inc. Mass.
Fluor Distribution Companies, Inc. California
Fluor (Nigeria) Limited Nigeria
Fluor Oil and Gas Corporation California
Cal Oil Limited England
Coquina Petroleum Inc. Delaware
Fluor Reinsurance Investments, Inc. Delaware
FRES, Inc. Delaware
Micogen Limited III, Inc. California
5
<PAGE> 6
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation
Middle East Fluor California
St. Joe American Corporation Delaware
St. Joe Carbon Fuels Corporation Delaware
SJM Holding Corporation Delaware
Allegheny Coal Corporation Delaware
Massey Coal Company (partnership) Delaware
A. T. Massey Coal Company, Inc. Virginia
Aracoma Coal Company, Inc. W. Virginia
Barnabus Land Company W. Virginia
Ben Creek Coal Company W. Virginia
Big Bear Mining Company W. Virginia
Black Knight Mine Development Co. W. Virginia
Boone East Development Co. W. Virginia
Boone West Development Co. W. Virginia
Cabinawa Mining Company W. Virginia
Central Penn Energy Company, Inc. Pennsylvania
Central West Virginia Energy Company W. Virginia
Ceres Land Company W. Virginia
Cline & Chambers Coal Company, Inc. Kentucky
Dehue Coal Company W. Virginia
Douglas Pocahontas Coal Corporation W. Virginia
DRIH Corporation Delaware
Duchess Coal Company W. Virginia
Federal Development Corporation W. Virginia
Goals Coal Company W. Virginia
Haden Farms, Inc. Virginia
Hopkins Creek Coal Company Kentucky
Imec, Inc. Kentucky
Jacks Branch Coal Company W. Virginia
Joboner Coal Company Kentucky
Lauren Land Company Kentucky
Lewco Development Company W. Virginia
Lick Branch Coal Company W. Virginia
Long Fork Coal Company Kentucky
Elk Run Coal Company, Inc. W. Virginia
Bishop Mine Development Co. W. Virginia
Black Castle Mine Development Co. W. Virginia
Black King Mine Development Co. W. Virginia
Chess Processing Company W. Virginia
Independence Coal Company, Inc. W. Virginia
Marfork Coal Company, Inc. W. Virginia
Massey Capital Management Corp. W. Virginia
Massey New Era Capital Corp. W. Virginia
New Massey Capital Corp. W. Virginia
Rawl Sales Venture Capital Corp. W. Virginia
Sprouse Creek Venture Capital Corp. W. Virginia
Stability Coal Company W. Virginia
6
<PAGE> 7
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation
SJM Holding Corporation
Allegheny Coal Corporation
Massey Coal Company (partnership)
A. T. Massey Coal Company, Inc. (continued)
Martin County Coal Corporation Kentucky
Pilgrim Mining Company, Inc. Kentucky
Massey Coal Sales Company, Inc. Virginia
Massey Coal Services, Inc. W. Virginia
Massey Fuels Corporation Virginia
Menefee Land Company, Inc. Colorado
New Ridge Mining Company Kentucky
Nicco Corporation W. Virginia
Majestic Mining, Inc. Texas
Omar Mining Company W. Virginia
Peerless Eagle Coal Co. W. Virginia
Pennsylvania Mine Services, Inc. Pennsylvania
Mine Maintenance, Inc. Pennsylvania
Performance Coal Company W. Virginia
Rawl Sales & Processing Co. W. Virginia
Capstan Mining Company Colorado
Ferrell's Branch Coal Company, Inc. W. Virginia
Lynn Branch Coal Company, Inc. W. Virginia
Massey Coal Capital Corp. W. Virginia
Sun Coal Company, Inc. Colorado
Sycamore Fuels, Inc. W. Virginia
Crystal Fuels Company W. Virginia
Road Fork Development Company, Inc. Kentucky
Robinson-Phillips Coal Company W. Virginia
Rockridge Coal Company W. Virginia
Rum Creek Coal Sales, Inc. W. Virginia
Vantage Mining Company Kentucky
Russell Fork Coal Company W. Virginia
SC Coal Corporation Delaware
SC Ventures Inc. Delaware
Shannon-Pocahontas Coal Corporation W. Virginia
Sidney Coal Company, Inc. Kentucky
Stirrat Coal Company W. 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 W. Virginia
Tug Valley Land Company, Inc. W. Virginia
Vesta Mining Company Pennsylvania
Williams Mountain Coal Company W. Virginia
Wyomac Coal Company, Inc. W. Virginia
7
<PAGE> 8
Organized
Name of Company Under Laws of
--------------- -------------
Fluor Corporation
SJM Holding Corporation (continued)
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
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. S. 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) 50% ownership
(4) 49.99% ownership
(5) 49% ownership
(6) 19.99% ownership
(7) 60% ownership
8
<PAGE> 1
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 November 29, 1994, included in the
1994 Annual Report to stockholders of Fluor Corporation.
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 November 29, 1994, with respect to the consolidated financial
statements of Fluor Corporation incorporated by reference and included in the
Annual Report on Form 10-K for the year ended October 31, 1994.
ERNST & YOUNG
Orange County, California
January 27, 1995
<PAGE> 1
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, 1994, 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 3rd day of January, 1995.
Principal Executive Officer and Director:
L. G. McCRAW Director, Chairman of the Board
- ------------------------ and Chief Executive Officer
L. G. McCraw
Principal Financial and Accounting Officer:
J. M. CONAWAY Vice President and
- ------------------------ Chief Financial Officer
J. M. Conaway
<PAGE> 1
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, 1994, 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 3rd day of January, 1995.
H. K. COBLE
---------------------
H. K. Coble
1
<PAGE> 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, 1994, 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 3rd day of January, 1995.
P. J. FLUOR
---------------------
P. J. Fluor
2
<PAGE> 3
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, 1994, 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 3rd day of January, 1995.
D. P. GARDNER
-----------------------
D. P. Gardner
3
<PAGE> 4
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, 1994, 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 3rd day of January, 1995.
W. R. GRANT
----------------------
W. R. Grant
4
<PAGE> 5
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, 1994, 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 3rd day of January, 1995.
B. R. INMAN
---------------------
B. R. Inman
5
<PAGE> 6
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, 1994, 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 3rd day of January, 1995.
R. V. LINDSAY
-----------------------
R. V. Lindsay
6
<PAGE> 7
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, 1994, 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 3rd day of January, 1995.
V. S. MARTINEZ
------------------------
V. S. Martinez
7
<PAGE> 8
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, 1994, 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 3rd day of January, 1995.
B. MICKEL
-------------------
B. Mickel
8
<PAGE> 9
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, 1994, 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 3rd day of January, 1995.
M. R. SEGER
---------------------
M. R. Seger
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
Consolidated Balance Sheet at October 31, 1994 and the Consolidated
Statement of Earnings for the year ended October 31, 1994 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<CASH> 374468
<SECURITIES> 117618
<RECEIVABLES> 318672
<ALLOWANCES> 0
<INVENTORY> 52703
<CURRENT-ASSETS> 1258463
<PP&E> 1788582
<DEPRECIATION> 514145
<TOTAL-ASSETS> 2824768
<CURRENT-LIABILITIES> 1021320
<BONDS> 24366
<COMMON> 51567
0
0
<OTHER-SE> 1168889
<TOTAL-LIABILITY-AND-EQUITY> 2824768
<SALES> 0
<TOTAL-REVENUES> 8485267
<CGS> 0
<TOTAL-COSTS> 8138801
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16861
<INCOME-PRETAX> 303299
<INCOME-TAX> 110900
<INCOME-CONTINUING> 192399
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 192399
<EPS-PRIMARY> 2.32
<EPS-DILUTED> 2.32
</TABLE>
