<PAGE> 1
As filed with the Securities and Registration No._________
Exchange Commission on January 31, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
----------------------
FLUOR CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-0740960
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Enterprise Drive
Aliso Viejo, California 92656
- --------------------------------------------------------------------------------
(Address of principal executive office)
----------------------
FLUOR CORPORATION SALARIED EMPLOYEES' SAVINGS INVESTMENT PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
LAWRENCE N. FISHER
Senior Vice President - Law and Secretary
One Enterprise Drive
Aliso Viejo, California 92656
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(949) 349-2000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of each class Amount Proposed Maximum Proposed Maximum Amount of
of securities to to be Offering Price Aggregate Registration
be registered registered Per Share (1) Offering Price (1) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (2) 4,000,000 shares (2) $41.65675 $166,625,000 $43,989
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to rules 457(h) and 457(c) and based upon the average of the
high and low prices of the Common Stock of Fluor Corporation as
reported on January 28, 2000 on the New York Stock Exchange, Inc.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plan. In accordance
with Rule 457(h)(2), no separate fee calculations are made for plan
interests.
================================================================================
<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by Fluor Corporation
(the "Registrant") relating to 4,000,000 shares of the Registrant's Common Stock
issuable pursuant to the Fluor Corporation Salaried Employees' Savings
Investment Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information for this Item is included in documents distributed to
participants.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information for this Item is included in documents distributed to
participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission"), as noted below, are
incorporated by reference into this Registration Statement:
(1) The Annual Report of the Registrant on Form 10-K for the fiscal
year ended October 31, 1999;
(2) The Plan's Annual Report on Form 11-K for the year ended December
31, 1998; and
(3) The description of the Registrant's Common Stock contained in a
Registration Statement filed by the Registrant pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant and the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that
2
<PAGE> 3
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such documents. Any statement contained herein or in any document incorporated
or deemed incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities of the Registrant being registered
hereby has been passed upon by Lawrence N. Fisher, Senior Vice President - Law
and Secretary of the Registrant. Mr. Fisher is an executive officer of the
Registrant and holds both restricted and unrestricted shares of the Registrant's
common stock. Mr. Fisher also is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Article Nineteen of the
Registrant's Restated Certificate of Incorporation provides that the officers
and directors of the Registrant shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law, as amended from time to time (the "GCL"). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to
3
<PAGE> 4
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit; provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation. However, no indemnification
may be made in respect of any obligation, issue or matter as to which such
director or officer has been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case, the
director or officer is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Registrant's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.
Indemnification provided for by Section 145 and Article Nineteen is not
to be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Nineteen permit the Registrant to
maintain insurance on behalf of a director or officer against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Registrant would have the power to
indemnify him against such liabilities under Section 145.
Article Nineteen provides that any director or officer claiming rights
to indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action.
4
<PAGE> 5
Article Eighteen of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted under the GCL, a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant, as in
effect as of March 18, 1987 (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (No. 333-18151) and
incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended effective October 10, 1999
(filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal
year ended October 31, 1999, and incorporated herein by reference)
5 Opinion of Lawrence N. Fisher as to legality of the securities
registered hereby
23.1 Consent of Independent Auditors
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney
The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS to qualify the Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during the period in which offers or sales are
being made, a post effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective
5
<PAGE> 6
date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;
(2) That for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering;
(4) That, for the purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of the expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California on the 29th day of
January, 2000.
FLUOR CORPORATION
By: /s/ Lawrence N. Fisher
---------------------------
Lawrence N. Fisher
Senior Vice President -
Law and Secretary
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California.
FLUOR CORPORATION SALARIED
EMPLOYEES' SAVINGS INVESTMENT PLAN
By: /s/ James Kikendall
-----------------------------
James Kikendall, Secretary
Plan Administrative Committee
7
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Director, Chairman of January 29, 2000
- ---------------------------- the Board and Chief
Philip J. Carroll, Jr. Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
* Executive Vice President January 29, 2000
- ---------------------------- and Chief Financial Officer
Ralph F. Hake
OTHER DIRECTORS:
* Director January 29, 2000
- -----------------------------
Donald L. Blankenship
- ------------------------------ Director January 29, 2000
Carroll A. Campbell, Jr.
* Director January 29, 2000
- -----------------------------
Peter J. Fluor
* Director January 29, 2000
- ------------------------------------
David P. Gardner
* Director January 29, 2000
- -----------------------------
Thomas L. Gossage
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director January 29, 2000
- -----------------------------
Bobby R. Inman
* Director January 29, 2000
- -----------------------------
Vilma S. Martinez
* Director January 29, 2000
- -----------------------------
Dean R. O'Hare
* Director January 29, 2000
- -----------------------------
Robin W. Renwick
* Director January 29, 2000
- -----------------------------
James O. Rollans
* Director January 29, 2000
- -----------------------------
Martha R. Seger
* Director January 29, 2000
- -----------------------------
James C. Stein
*By: /s/ Dean E. Miller
- -----------------------------
Dean E. Miller
Attorney-in-Fact
</TABLE>
9
<PAGE> 10
EXHIBIT LIST
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Restated Certificate of Incorporation of the Registrant, as in
effect as of March 18, 1987 (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (No. 333-18151)
and incorporated herein by reference)
4.2 Bylaws of the Registrant, as amended effective October 10, 1999
(filed as Exhibit 3.2 to the Registrant's Form 10-K for the
fiscal year ended October 31, 1999, and incorporated herein by
reference)
5 Opinion of Lawrence N. Fisher as to legality of the securities
registered hereby
23.1 Consent of Independent Auditors
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Powers of Attorney
<PAGE> 1
EXHIBIT 5
January 29, 2000
Fluor Corporation
One Enterprise Drive
Aliso Viejo, California 92656
Re: Fluor Corporation Salaried Employees' Savings Investment Plan
Ladies and Gentlemen:
As Senior Vice President-Law and Secretary of Fluor Corporation ("Fluor"), I am
familiar with the activities of Fluor and its corporate records. I have
participated in the authorization and preparation of the Fluor Corporation
Salaried Employees' Savings Investment Plan (the "Plan") and the registration
statement on Form S-8 ("Registration Statement") being filed by Fluor under the
Securities Act of 1933, as amended, for the purpose of registering 4,000,000
shares of common stock of Fluor in connection with the Plan (the "Shares").
On the basis of my knowledge of Fluor's activities and its corporate records, I
am of the opinion that the Shares will be legally issued, fully paid and
nonassessable shares of Fluor when issued and paid for in accordance with the
Plan.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my opinion in the Registration Statement.
Sincerely,
/s/ Lawrence N. Fisher
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Fluor Corporation Salaried Employees' Savings Investment
Plan of our report dated November 19, 1999, with respect to the consolidated
financial statements of Fluor Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended October 31, 1999, and our report
dated May 28, 1999 with respect to the financial statements of the Fluor
Corporation Salaried Employees' Savings Investment Plan included in its Annual
Report (Form 11-K) for the year ended December 31, 1998, both filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
January 25, 2000
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman of the
Board, Chief Executive Officer and Director of Fluor Corporation, a Delaware
corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R.
Dryden, and Dean E. Miller, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to be filed by Fluor with the Securities
and Exchange Commission (the "Commission") for the purpose of registering under
the Securities Act of 1933, as amended, (a) up to $3,000,000 of deferred fee
obligations of Fluor under the Fluor Deferred Directors' Fees Program, (b) up to
1,000,000 shares of Fluor common stock issuable under the Fluor Corporation
Retirement Plan and interests in such plan and (c) up to 4,000,000 shares of
Fluor common stock issuable under the Fluor Corporation Salaried Employees'
Savings Investment Plan and interests in such plan and to file such Registration
Statements and any and all such amendments and any and all exhibits thereto, and
any and all other information and documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming 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 20th day of January, 2000.
/s/ Philip J. Carroll
-------------------------
Philip J. Carroll
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Executive Vice
President and Chief Financial Officer of Fluor Corporation, a Delaware
corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R.
Dryden, and Dean E. Miller, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to be filed by Fluor with the Securities
and Exchange Commission (the "Commission") for the purpose of registering under
the Securities Act of 1933, as amended, (a) up to $3,000,000 of deferred fee
obligations of Fluor under the Fluor Deferred Directors' Fees Program, (b) up to
1,000,000 shares of Fluor common stock issuable under the Fluor Corporation
Retirement Plan and interests in such plan and (c) up to 4,000,000 shares of
Fluor common stock issuable under the Fluor Corporation Salaried Employees'
Savings Investment Plan and interests in such plan and to file such Registration
Statements and any and all such amendments and any and all exhibits thereto, and
any and all other information and documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming 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 20th day of January, 2000.
/s/ Ralph F. Hake
----------------------
Ralph F. Hake
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 26th day of January, 2000.
/s/ Don L. Blankenship
---------------------------
Don L. Blankenship
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 20th day of January, 2000.
/s/ Peter J. Fluor
-------------------------
Peter J. Fluor
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 20th day of January, 2000.
/s/ David P. Gardner
-----------------------
David P. Gardner
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 20th day of January, 2000.
/s/ Thomas L. Gossage
--------------------------
Thomas L. Gossage
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 26th day of January, 2000.
/s/ Bobby R. Inman
------------------------
Bobby R. Inman
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as she might or
could do in person, hereby ratifying and confirming 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 his
signature as of the 24th day of January, 2000.
/s/ Vilma S. Martinez
--------------------------
Vilma S. Martinez
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 21st day of January, 2000.
/s/ Dean R. O'Hare
------------------------
Dean R. O'Hare
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 23rd day of January, 2000.
/s/ Robin W. Renwick
-----------------------
Robin W. Renwick
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 20th day of January, 2000.
/s/ James O. Rollans
-------------------------
James O. Rollans
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as she might or
could do in person, hereby ratifying and confirming 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 his
signature as of the 21st day of January, 2000.
/s/ Martha R. Seger
-------------------------
Martha R. Seger
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Dean E. Miller, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming 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 20th day of January, 2000.
/s/ James C. Stein
-----------------------
James C. Stein
