-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MXz9vQW+FzHOHSdiHOvm5X7l1f7peguXzKOY88YcKtWiuwN11hAyaQO3MHmcrlpu OgffYAgn1sJVm7v8AaN4Bg== 0000898430-96-000246.txt : 19960131 0000898430-96-000246.hdr.sgml : 19960131 ACCESSION NUMBER: 0000898430-96-000246 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19960129 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLUOR CORP/DE/ CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07775 FILM NUMBER: 96508409 BUSINESS ADDRESS: STREET 1: 3333 MICHELSON DR CITY: IRVINE STATE: CA ZIP: 92730 BUSINESS PHONE: 7149752000 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 10-K405 1 FORM 10-K DATED 10-31-95 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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, 1995 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 1-7775 FLUOR CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-0740960 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 3333 MICHELSON DRIVE IRVINE, CALIFORNIA 92730 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 975-2000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED New York Stock Exchange Common Stock, $0.625 par value Chicago Stock Exchange Pacific Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. X --- The aggregate market value of the registrant's voting stock held by non- affiliates was $5,161,720,169 on January 16, 1996, 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 16, 1996 -- 83,448,167 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, 1995. 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 12, 1996, which proxy statement will be filed no later than 120 days after the close of the registrant's fiscal year ended October 31, 1995. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 other diversified 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"). 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, procurement, construction, maintenance and other diversified services to clients in a broad range of industrial and geographic 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, detail engineering, procurement, project and construction management, construction, maintenance, plant operations, technical, project finance, quality assurance/quality control, start-up assistance, site evaluation, licensing, consulting, construction equipment sales and leasing, temporary technical and non-technical staffing 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. While, in terms of dollar amount, the majority of contracts are of the cost reimbursable type, there has been an increase in the volume of cost-reimbursable contracts with incentive-fee arrangements and in the volume of fixed or unit price contracts. 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. A large number of companies are competing in the markets served by the business. Competition is primarily centered on performance and the ability to provide the engineering, planning, management and project execution skills required to complete complex projects in a safe, timely and cost efficient manner. The engineering and construction business derives its competitive strength from its diversity, reputation for quality, cost-effectiveness, 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. 1 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. FLUOR DANIEL Fluor Daniel's operations are organized into geographical, industry and specialized groups responsible for identifying and capitalizing on opportunities in their market segments. Geographical 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 globally located engineering 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. The operations of Fluor Daniel are detailed below by industry group: Process Services provided by the Process Group support clients through the following operating companies: Petroleum and Petrochemicals; Production and Pipelines; and Chemicals, Plastic and Fibers. During the fiscal year 1995, the Process Group contract awards included: engineering, procurement and construction management for a single point mooring and submarine pipeline in Korea, a 90 kilometer, contract crude oil import/export pipeline, tanks, pump stations and a single point mooring buoy in Lithuania, a hydrotreater unit in Canada, an increase in capacity of two hydro desulfurization units and associated pipeline in Venezuela, modifications of a gasoline reformulation refinery in California, a fatty acids plant in the Philippines, a vinyl acetate monomer plant in Singapore, a polymer plant in England, a new film machine at an existing plant in New York and a silanes plant in Germany; engineering, procurement and construction for a cat feed hydrotreater unit in Louisiana, a 354 kilometer pipeline [with laterals] from Mariquita to Cali in Colombia, a hydrogen peroxide plant in Canada, a polypropylene plant expansion in Pennsylvania, a hydrogen peroxide plant in Texas and a chemical plant debottlenecking project in North Carolina; engineering and construction management for China's first fully refrigerated propane terminal and modification of an existing offshore dock in China; engineering and procurement for revamping of two paraxylene units in Alabama, modifications of a petroleum loading marine terminal in Alaska, a propylene splitter unit in Pennsylvania, an upgrade and expansion of a parex unit in Puerto Rico and a polystyrene plant expansion in Louisiana; program management for a nylon tire cord plant in India; construction management for an expansion and renovation of a paint pigments plant in Delaware; engineering for a polyethylene plant in Texas, three geothermal power generation facilities in Indonesia, a metaxylene unit in Texas, a petroleum refinery expansion in Abu Dhabi, a receiving terminal, pump stations, meter stations, pipelines and export terminal in Azerbaijan, a revamp and modernization of a natural 2 gas plant in Hungary, numerous small capital projects at various locations in the USA, a phosphorus plant in Germany and several small capital projects at various locations in Europe; construction of a chemical processing line conversion and a waste water treatment plant, both in South Carolina; consulting for the evaluation of existing oil pipelines and the review for an early oil export line in Azerbaijan; project management for a 200,000 barrels per day production facility with infrastructure, power generation and an 800 mile pipeline and single point mooring loading terminal in Cameroon and Chad; and inspection services for an existing pipeline from Midland to Houston, Texas and existing pipelines in Oklahoma, Kansas and Missouri. Ongoing projects include: engineering, procurement and construction management for a hydrochlorofluorocarbon plant in Kentucky, gas injection and underground gas storage in the Netherlands, a refinery in Thailand, a cogeneration project in Kansas, a gas oil hydrotreater in California, a methanol plant in Norway and a flue gas desulfurization, a synthetic oil abatement project in Canada, a polymer expansion facility in Virginia, a polymer plant in Mexico, a polymer plant capacity increase in Mexico, a chemical intermediates plant in Spain, a reformulated gasoline and a clean fuels program, both in California, a refinery upgrade in the Netherlands and a flue gas desulphurization, synthetic oil abatement project in Alberta, Canada; engineering, procurement and construction for a polymer plant in North Carolina, a fluid catalytic cracking unit in Korea; program management and procurement for a petrochemical complex in Kuwait; engineering and procurement for an oil production facility in Gabon, reformer unit revamp in Texas, filter products engineering in Tennessee, an expansion and renovation of a paint pigments plant in Delaware, a reformulated fuels project at a refinery in California and a chlor-alkali/ethylene expansion of a petrochemical plant in Saudi Arabia; construction and maintenance for evergreen small capital construction services in Tennessee and in South Carolina; evergreen capital construction and maintenance services for various chemical and fiber plants throughout the USA; engineering for a pipeline and pump stations in Alaska, an early production system equipment and an oil field production facility in Colombia, a refinery upgrade and expansion in Kansas, a cat feed hydrotreater in Louisiana, an organic acid plant expansion in Texas, a services alliance in Texas, a Kingston evergreen support in Canada, a debottlenecking project in Indonesia and a polyethylene plant in Singapore; procurement and construction management for a general facilities and utilities of a petrochemical complex in Kuwait; and construction for an oxo alcohol and a chemical plant, both in Louisiana. Projects completed in fiscal year 1995 included: engineering, procurement and construction management for a herbacide plant in Louisiana, a pipeline from Argentina to Chile, a polymer plant in Singapore, a plastics stretch project in Indiana and a fibers line plant in Luxembourg; engineering, procurement and construction for a fibers facility in North Carolina; engineering and procurement for an inter-refinery pipeline in Pennsylvania, a sour gas plant and a sweetening and sulfur recovery facility, both in Canada; engineering for pipeline development and oil field expansion in Colombia, a liquid petroleum gas plant expansion in Saudi Arabia and oil terminals in Lithuania; construction of an ethoxylation plant in Texas, a restart of a methanol plant in Texas and a spherilene and ethylene purification facility in Texas; and inspection services for a gas pipeline and facilities in Florida and a refinery aromatics project in Pennsylvania. In addition, seven projects were cancelled during fiscal 1995; a fragrance plant in Georgia, an ethylene debottlenecking project for a refinery in Texas, a fluid catalytic cracking unit revamp in Illinois, a refinery upgrade in the Netherlands, a delayed coker in Venezuela and off-site engineering support for installation of a gas- turbine generator in Great Britain. Industrial Services provided by the Industrial Group include a broad range of services provided to support clients 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; Jaakko Poyry/Fluor Daniel which serves the pulp and paper industry and PACE, the operating company dedicated to serving Fluor Daniel's alliance with Procter & Gamble. During fiscal year 1995, Industrial sector contract awards included: engineering, procurement and construction for gold mines in Chile and Papau, New Guinea, expansion of a dry conversion process facility in 3 North Carolina, rebuilding a carpet manufacturing facility in Georgia, a gelcaps facility in North Carolina, a contract manufacturing facility and corporate headquarters in North Carolina, a packaging and distribution center in Florida, expansion of various snack food plants in various locations through the United States, and a paper machine expansion in Georgia; engineering, procurement and construction management for an automotive assembly plant in Argentina, a beltway around Denver, Colorado, a copper and gold mine in Argentina, a metal aperture screen manufacturing facility expansion in New York, a silicon wafer facility in Texas and a utilities upgrade and building expansion in California; engineering and construction management for a hotel renovation in Indonesia, an expansion of a spice manufacturing facility in Australia; construction management for a nickel mine expansion in Indonesia, a train station terminal building in Kyoto, Japan and a sports facility in South Carolina; and engineering for a washing machine plant in China, an iron mine in Australia, a copper smelter and refinery in Indonesia, a paper machine rebuild in Georgia, and a paper machine addition in Wisconsin. Ongoing projects include: engineering, procurement and construction for a blast furnace coal injection facility in Indiana and an emergency 911 response system for the City of Chicago, Illinois; engineering, procurement and construction management for an iron ore pelletizing processing facility in Brazil, a copper mine expansion in Indonesia, a copper concentrator expansion in Chile, a sodium cromoglycate facility in the United Kingdom, a paper products plant in Korea, two de-inking facilities and a paper recycle facility, all in the United Kingdom, a copper expansion and pipeline project in Chile, apparel distribution centers at various locations throughout the United States, a dextrose expansion project in Illinois and a fine chemicals manufacturing plant in Arkansas; engineering and construction for a corn processing plant in Illinois and several consumer products plants in Ohio; construction for a personal care product plant in Puerto Rico, a paper mill environmental upgrade in Florida and an engine plant expansion in Ohio; construction management for a multi-product personal care facility in the Philippines, a renovation of a turbine facility in South Carolina, prison projects in Texas and California, a tobacco processing plant expansion in North Carolina, and an automotive assembly plant in Alabama; engineering for a shampoo facility in China and a wafer fabrication facility in Utah; maintenance services for automotive facilities in Hungary, Tennessee and Germany; engineering and construction management for a tobacco facility in the Netherlands, an engine removal facility in New Jersey and a vaccine manufacturing plant in North Carolina; condition assessment for facilities at twelve military installations at various locations throughout the United States; an engineering study for an automobile manufacturer to determine the feasibility of disassembling and relocating two North American automobile manufacturing facilities to China; and project management for rail stations for the Federal Transportation Administration in New York City, rail transit for the Los Angeles County Metropolitan Transportation Authority in California, highway construction in Orange County, California, and a court/detention center in Texas. Projects completed in fiscal year 1995 included: engineering, procurement and construction for a gold mine in Chile, a food processing plant in Utah, a personal care manufacturing facility in Ohio and a laundry detergent manufacturing facility in Ohio; engineering, procurement and construction management for a zinc, lead and silver mine in Australia, a silicon wafer manufacturing plant in Taiwan, a paint shop in Kentucky, a chocolate plant in China, a gold heap expansion in Peru, and a copper smelter modernization in Utah; construction management for a laundry detergent facility expansion in China, a chemical plant in Puerto Rico, a disk storage plant in Malaysia, an emergency prison program in Texas and a pilot plant for pharmaceutical manufacturing in New Jersey; engineering and construction management for a laundry detergent facility expansion in China; engineering for three products plant expansions in China and a synthetic growth hormone facility in Puerto Rico; construction for an automobile assembly plant in South Carolina and a pulp mill modernization in Ohio; and project management for a convention center in North Carolina. Power and Government The Power and Government Group provides services to clients through the Power Generation, Duke/Fluor Daniel, and Power Services operating companies which serve public utilities and private power companies throughout the world. The Government Services and FERMCO operating companies serve the United States government. 4 During the fiscal year 1995, Power and Government Group contract awards included: engineering, procurement, construction management and start up for a 2 x 600 megawatt coal fired power plant in Indonesia; operations and maintenance for a 175 megawatt diesel power plant in Indonesia; maintenance and support for a rebuild of a power plant in Texas; engineering, procurement, and construction management of a 650 megawatt combined cycle facility in Virginia; engineering and construction management for a 1200 megawatt phased combined cycle gas facility in Saudi Arabia; and engineering, procurement and construction of a 48 megawatt combined cycle plant in California, a 160 megawatt cogeneration plant in Indiana, a 240 megawatt combined cycle cogeneration plant in Louisiana and a 75 megawatt bottoming cycle and 69 kilovolt transmission line in Illinois. On-going projects include: engineering, procurement, construction management and start-up assistance for coal switching modifications to a coal-fired facility in Indiana; engineering, procurement, construction and construction management for a waste to energy facility in New York; engineering, procurement and construction management for a fuel cell pilot plant in California; environmental remediation management for the United States Department of Energy ("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 generation 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, the reconfiguration of the DOE nuclear weapons program, the DOE National Engineering Laboratories in Idaho, and a waste handling facility for the DOE, in Washington; operations and maintenance for a new 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 a 3x1,270 megawatt nuclear plant in Arizona, fossil and gas generation plants in Texas, Georgia, Louisiana, Arkansas, Mississippi, Australia, Florida, and Tennessee, and nuclear plants in South Carolina, Kansas, Missouri, Virginia, Alabama, and Texas. Projects completed in fiscal year 1995 included: a maintenance and outage support project at various sites for a southeastern power generator in Tennessee and Kentucky. Diversified Services The Diversified Services Group was created in fiscal 1994 to extend the offering of services representing the core competencies of Fluor Daniel. Typically these services have been provided within the boundaries of the traditional engineering and construction project cycle in support of Fluor Daniel. They are now offered on a stand alone basis into new and expanded areas of business outside of Fluor Daniel. Established businesses in the group which have become more focused on external markets include the following operating companies: Facility & Plant Services, which provides plant maintenance and efficiency services; TRS Staffing Solutions, which provides temporary personnel; American Equipment Company, which sells, leases, and outsources equipment for construction and industrial needs; and Environmental Services, which provides environmental engineering and remediation services. Operating companies focused on creating new businesses by expanding core competencies include Consulting, which uses Fluor Daniel resources to provide solutions to client needs that do not typically fall under traditional engineering and construction services; Fluor Daniel Technologies, which uses Fluor Daniel's extensive technical expertise to evaluate new technologies for investment; and Acquion, a provider of procurement outsourcing services and electronic catalog and ordering services. During fiscal year 1995, Diversified Services Group new awards included: a large equipment outsourcing contract at a petrochemical plant in Texas; management services for computer manufacturing plants in Arizona, Colorado and California; environmental investigation and evaluation at U.S. military facilities in Hawaii, Guam and Puerto Rico; and site remediation at a plant in Illinois. 5 Ongoing projects include: 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; environmental investigation and remediation plan services for a toxic waste site in New York; environmental investigation, remediation design, and implementation services for a chemical waste site in Ohio; 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; and engineering, procurement and construction management for an environmental remediation program for a toxic waste site in Indiana. Projects completed in fiscal year 1995 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. Shortly before the end of the fiscal year, the Company acquired Management Resources Group PLC, a London based permanent and temporary placement services company. In addition, on December 12, 1995, the Company announced plans to acquire a majority stake in Groundwater Technology, Inc. ("GTI"), a Massachusetts based environmental remediation company. The acquisition is subject to GTI's shareholders' approval as well as other customary conditions. 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 year 1995, Fluor Constructors awards included: construction and construction management services for a steam turbine project in Indiana, a polypropylene plant expansion in Pennsylvania and a hydrogen peroxide project in Canada. Ongoing projects include: construction and construction management for a reformulated gasoline project at a refinery in California, a blast furnace coal injection facility in Indiana, a hydrocracker revamp for a refinery in Delaware, a refrigerant production facility in Kentucky and a sulfur dioxide unit in Canada; construction management of a potable water supply system in Nevada, an Emergency 911 response system in Illinois and a waste to energy boiler replacement in New York; and maintenance and outage support at various plant sites for a nuclear power plant in Missouri and for fossil power plants in Louisiana, Mississippi and Arkansas. Projects completed in fiscal 1995 included: construction and construction management for expansion of an ethylene glycol plant and a coker shutdown in Canada; construction management for an aromatics project for a refinery and an inter-refinery pipeline, both in Pennsylvania; and maintenance and outage support at various plant sites for a southeastern power generator in Tennessee and Kentucky and at a nuclear power plant in Alabama. 6 BACKLOG Fluor Daniel's operating companies are organized into four major industry groups, Process, Industrial, Power and Government, and Diversified Services. The following table sets forth the consolidated backlog of Fluor's engineering and construction segment at October 31, 1995 and 1994 by business group:
1995 1994 ------------ ------------ (IN MILLIONS OF DOLLARS) Process......................................... $ 6,671 $ 7,668 Industrial...................................... 4,516 3,564 Power and Government............................ 3,275 2,369 Diversified Services............................ 263 421 ------------ ------------ $ 14,725 $ 14,022 ============ ============
The following table sets forth the consolidated backlog of Fluor's engineering and construction segment at October 31, 1995 and 1994 by region:
1995 1994 ------------ ------------ (IN MILLIONS OF DOLLARS) United States................................. $ 6,666 $ 6,802 Europe, Africa and Middle East................ 3,088 4,387 Asia Pacific.................................. 3,303 1,662 The Americas.................................. 1,668 1,171 ------------ ------------ $ 14,725 $ 14,022 ============ ============ Estimated portion not to be performed during fiscal 1996: 44% ============
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, 1995, backlog to be performed subsequent to fiscal 1996. Approximately $1.3 billion of the Power and Government backlog at October 31, 1995, is attributable to the DOE Fernald Project and subject to government funding on an annual basis, and another $1.2 billion of the Power and Government backlog is attributable to the Paiton private power project. At October 31, 1995, approximately $1.4 billion of the Process Group backlog is attributable to a project with a company affiliated with Union Carbide (the Kuwait Petrochemical Refinery). 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 17 mining complexes (14 of which include preparation plants) located in West Virginia, Kentucky and Tennessee. At October 31, 1995, two of the mining complexes were still in development and not yet producing coal. A third mining complex is idle. 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 7 primarily by utilities as fuel for power plants. Metallurgical coal is used primarily to make coke for use in the manufacture of steel. For each of the three years in the period ended October 31, 1995, the Massey Companies' production (expressed in thousands of short tons) of steam coal and metallurgical coal, respectively, was 15,756 and 11,607 for fiscal 1995, 17,120 and 7,333 for fiscal 1994, and 16,048 and 5,163 for fiscal 1993. Sales (expressed in thousands of short tons) of coal produced by the Massey Companies were 27,410 for fiscal year 1995, 23,835 for fiscal 1994 and 21,192 for fiscal 1993. 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 66% of the Massey Companies' fiscal 1995 coal production was sold under long-term contracts, 60% of which was steam coal and 40% of which was metallurgical coal. Approximately 9% of the coal tonnage sold by the Massey Companies in fiscal 1995 was sold outside of North America. 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. 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 $46.8 million which will be recognized as expense as payments are assessed. The amount expensed during fiscal 1995 approximated $2.3 million. The management of the Massey Companies estimates that, as of October 31, 1995, the Massey Companies had total recoverable reserves (expressed in thousands of short tons) of 1,499,248; 580,886 of which are assigned recoverable reserves and 918,362 of which are unassigned recoverable reserves; and 1,105,793 of which are proven recoverable reserves and 393,455 of which are probable recoverable reserves. The management of the Massey Companies estimates that approximately 37% of the total reserves listed above consist of reserves that would be considered primarily metallurgical grade coal. They also estimate that approximately 66% 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. 8 OTHER MATTERS ENVIRONMENTAL, SAFETY AND HEALTH MATTERS The Massey Companies 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 1995, Fluor expended approximately $8.9 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 $8.5 million and $5.3 million in such non-capital expenditures in fiscal 1996 and 1997, respectively. Of these expenditures, $8.1 million, $6.0 million and $2.9 million for fiscal 1995, 1996 and 1997, respectively, are (in the case of fiscal 1995) or are anticipated to be (in the case of fiscal 1996 and 1997) 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 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, 9 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. In May 1995, St. Joe received a favorable ruling from the Orange County Superior Court which ordered St. Joe's other insurer to defend St. Joe in certain environmental sites, including the Zinc Facilities. The insurer has appealed the court's order. St. Joe continues to pursue its other primary insurance carrier for additional payments. Because 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, 1995:
SALARIED CRAFT/HOURLY TOTAL -------- ------------ ------ Engineering and construction.................... 18,090 21,109 39,199 Coal............................................ 790 1,689 2,479 ------ ------ ------ 18,880 22,798 41,678 ====== ====== ======
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 1995 Annual Report to stockholders, which section is incorporated herein by reference. 10 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:
LOCATION INTEREST -------- -------- Corporate Headquarters Irvine, California......................................... Leased Engineering and Construction Offices Al Khobar, Saudi Arabia (Dhahran area)..................... Owned Anchorage, Alaska.......................................... Leased Appleton, Wisconsin........................................ Leased Asturias, Spain............................................ Leased Bakersfield, California.................................... Leased Bangkok, Thailand.......................................... Leased Beijing, People's Republic of China........................ Leased Bergen op Zoom, Netherlands................................ Leased Calgary, Canada............................................ Leased Camberley, England......................................... Leased Caracas, Venezuela......................................... Leased Charlotte, North Carolina.................................. Leased Chicago, Illinois.......................................... Leased Cincinnati, Ohio........................................... Leased Corpus Christi, Texas...................................... Leased Dallas, Texas.............................................. Leased Dubai, United Arab Emirates................................ Leased Dusseldorf, Germany........................................ Leased Golden, Colorado........................................... Leased Greenville, South Carolina................................. Owned and leased Haarlem, Netherlands....................................... Owned and leased Hanoi, Vietnam............................................. Leased Ho Chi Minh City, Vietnam.................................. Leased Hong Kong.................................................. Leased Houston (Sugar Land office), Texas......................... Owned Irvine, California......................................... Leased Jakarta, Indonesia......................................... Leased Kansas City, Missouri...................................... Leased Kuala Lumpur, Malaysia..................................... Leased Leduc, Alberta, Canada..................................... Leased Leipzig, Germany........................................... Leased Lima, Peru................................................. Leased London (Uxbridge), England................................. Leased Madrid, Spain.............................................. Leased Manchester, England........................................ Leased Manila, Philippines........................................ Leased Melbourne, Australia....................................... Leased Nashville, Tennessee....................................... Leased New Delhi, India........................................... Leased Perth, Australia........................................... Leased
11
LOCATION INTEREST -------- -------- Philadelphia, Pennsylvania (Marlton, New Jersey office)............ Leased Richmond, Virginia................................................. Leased San Juan, Puerto Rico.............................................. Leased Santiago, Chile.................................................... Leased Seoul, Korea....................................................... Leased Singapore.......................................................... Leased Tokyo, Japan....................................................... Leased Tulsa, Oklahoma.................................................... Leased Vancouver, Canada.................................................. Leased Wiesbaden, Germany................................................. Leased Washington, D.C.................................................... Leased Coal Offices (Kentucky, Tennessee, Virginia, West Virginia)..................... Owned
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 61 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 54 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. 12 Charles J. Bradley, Jr., age 60 Vice President, Human Resources and Administration since 1986; joined the Company in 1958. J. Michal Conaway, age 47 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 53 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 65 Corporate Secretary since 1992; Senior Vice President, Law, since 1984; joined the Company in 1972. EXECUTIVE OPERATING OFFICERS(1) Hugh K. Coble, age 61 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 50 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, from 1982; joined the Company in 1968. Don L. Blankenship, age 45 Chairman of the Board and Chief Executive Officer of A.T. Massey Coal Company, Inc.(3) since January, 1992; formerly President and Chief Operating Officer of that subsidiary from 1990; formerly President of Massey Coal Services, Inc.(4) from 1989; joined Rawl Sales & Processing Co.(5) in 1982. Alan L. Boeckmann, age 47 Group President, Chemical Processes and Industrial, of Fluor Daniel, Inc.(2) since January, 1996; formerly Vice President of Chemicals, Plastics & Fibers of that company from June, 1994; formerly Vice President and General Manager of that company from 1992; formerly Vice President-Engineering Services, of that company from 1989; joined the Company in 1974. Richard D. Carano, age 56 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 58 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 53 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. 13 Richard A. Flinton, age 65 Chairman of the Board of Fluor Constructors International, Inc.(6) since 1989; joined the Company in 1960. Thomas P. Merrick, age 58 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 52 Group President, Sales, Marketing and Strategic Planning of Fluor Daniel, Inc.(2) since May, 1994; formerly President, Business Units, of that company from 1993; formerly President, Hydrocarbon Sector, from 1986; joined the Company in 1970. Carel J.C. Smeets, age 56 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, from 1985; joined the Company in 1969. James C. Stein, age 52 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 47 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. 14 PART II Information for Items 5, 6 and 7 is contained in Fluor's 1995 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 1995 Annual Report to stockholders is not to be deemed filed as part of this report):
ANNUAL REPORT TO STOCKHOLDERS ITEM NO. TITLE SECTION - -------- ----- ---------------- 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
Information for Item 8 is included in Fluor's consolidated financial statements as of October 31, 1995 and 1994, and for each of the three years in the period ended October 31, 1995, and Fluor's unaudited quarterly financial data for the two year period ended October 31, 1995, 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 1995 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 1995 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, 1995. 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. 15 If a change of control were to have occurred on October 31, 1995, 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:
RESTRICTED SUPPLEMENTAL STOCK BENEFIT INDIVIDUAL OR GROUP PLANS(1) PLAN(2) ------------------- ----------- ------------ Leslie G. McCraw................................... $ 3,273,069 $1,052,401 Hugh K. Coble...................................... 2,401,306 657,751 Don L. Blankenship................................. 1,169,833 227,491 James O. Rollans................................... 1,335,547 170,618 P. Joseph Trimble.................................. 746,037 460,164 All Executive Officers (18) including the above.... $18,192,538 $3,268,607
- -------- (1) Value at October 31, 1995 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. 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, 1995. 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, 1995. 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, 1995. 16 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 21 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: 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 [filed as Exhibit 3.2 to Fluor's annual report on Form 10-K for the fiscal year ended October 31, 1994 and incorporated herein by reference] 4.1 Indenture dated July 1, 1986 between Fluor Corporation and Irving Trust Company, trustee [filed as Exhibit 4 to Registration No. 33- 6960 for the issuance of up to $250 million of debt securities and incorporated herein by reference] 4.2 Fluor Corporation Dividend Reinvestment Plan (as amended and restated June 30, 1995) EXECUTIVE COMPENSATION PLANS/PROGRAMS 10.1 Fluor Corporation and Subsidiaries Executive Incentive Compensation Plan (as amended and restated through September 15, 1988) [filed as Exhibit 10.1 to Fluor's annual report on 10-K for the fiscal year ended October 31, 1992 and incorporated herein by reference] 10.2 Fluor Executive Deferred Compensation Program (as amended and restated effective May 1, 1995) 10.3 Fluor Corporation Deferred Directors' Fees Program (as amended through November 15, 1983) [filed as Exhibit 10.4 to Fluor's quarterly report on Form 10-Q for the quarterly period ended April 30, 1995 and incorporated herein by reference] 10.4 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] 10.5 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] 10.6 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] 10.7 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] 10.8 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] 10.9 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] 10.10 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]
17 10.11 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] 10.12 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] 10.13 1988 Fluor Executive Stock Plan (as amended and restated effective December 6, 1994) 10.14 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] 10.15 Fluor Special Executive Incentive Plan (as amended effective December 6, 1994) 10.16 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] 10.17 Officer Severance Plan (effective as of March 7, 1994) [filed as Exhibit 10.19 to Fluor's annual report on Form 10-K for the fiscal year ended October 31, 1994 and incorporated herein by reference] 10.18 Directors' Achievement Award Program (effective as of December 6, 1994) 10.19 Fluor Corporation Stock Plan for Non-Employee Directors (adopted effective March 14, 1995) [filed as Exhibit 10.21 to Fluor's quarterly report on Form 10-Q for the quarterly period ended April 30, 1995 and incorporated herein by reference] 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] 13 1995 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 1995 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
(b) Reports on Form 8-K: None were filed during the last quarter of the period covered by this report. 18 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 J. M. CONAWAY January 26, 1996 By __________________________________ 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.
SIGNATURE TITLE DATE PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR: L. G. MCCRAW Director, Chairman January 26, 1996 - ------------------------------------- of the Board and L. G. McCraw Chief Executive Officer PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: J. M. CONAWAY Vice President and January 26, 1996 - ------------------------------------- Chief Financial J. M. Conaway Officer OTHER DIRECTORS: * Director January 26, 1996 - ------------------------------------- C. A. Campbell, Jr. * Director January 26, 1996 - ------------------------------------- H. K. Coble * Director January 26, 1996 - ------------------------------------- P. J. Fluor * Director January 26, 1996 - ------------------------------------- D. P. Gardner * Director January 26, 1996 - ------------------------------------- W. R. Grant * Director January 26, 1996 - ------------------------------------- B. R. Inman * Director January 26, 1996 - ------------------------------------- R. V. Lindsay
19
SIGNATURE TITLE DATE * Director January 26, 1996 - ------------------------------------- V. S. Martinez * Director January 26, 1996 - ------------------------------------- B. Mickel * Director January 26, 1996 - ------------------------------------- M. R. Seger *By__________________________________ R. M. Bukaty, Attorney-in-fact
Manually signed Powers of Attorney authorizing L. N. Fisher, R. M. Bukaty and P. J. Trimble and each of them, to sign the annual report on Form 10-K for the fiscal year ended October 31, 1995 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. 20 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 1995 Annual Report to stockholders: Consolidated Balance Sheet at October 31, 1995 and 1994 Consolidated Statement of Earnings for the years ended October 31, 1995, 1994 and 1993 Consolidated Statement of Cash Flows for the years ended October 31, 1995, 1994 and 1993 Consolidated Statement of Shareholders' Equity for the years ended October 31, 1995, 1994 and 1993 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. 21 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ----------- ------------ 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 [filed as Exhibit 3.2 to Fluor's annual report on Form 10-K for the fiscal year ended October 31, 1994 and incorporated herein by reference] 4.1 Indenture dated July 1, 1986 between Fluor Corporation and Irving Trust Company, trustee [filed as Exhibit 4 to Registration No. 33-6960 for the issuance of up to $250 million of debt securities and incorporated herein by reference] 4.2 Fluor Corporation Dividend Reinvestment Plan (as amended and restated June 30, 1995) EXECUTIVE COMPENSATION PLANS/PROGRAMS 10.1 Fluor Corporation and Subsidiaries Executive Incentive Compensation Plan (as amended and restated 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 Executive Deferred Compensation Program (as amended and restated effective May 1, 1995) 10.3 Fluor Corporation Deferred Directors' Fees Program (as amended through November 15, 1983) [filed as Exhibit 10.4 to Fluor's quarterly report on Form 10-Q for the quarterly period ended April 30, 1995 and incorporated herein by reference] 10.4 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] 10.5 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] 10.6 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] 10.7 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] 10.8 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] 10.9 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] 10.10 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]
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ----------- ------------ 10.11 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] 10.12 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] 10.13 1988 Fluor Executive Stock Plan (as amended and restated effective December 6, 1994) 10.14 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] 10.15 Fluor Special Executive Incentive Plan (as amended effective December 6, 1994) 10.16 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] 10.17 Officer Severance Plan (effective as of March 7, 1994) [filed as Exhibit 10.19 to Fluor's annual report on Form 10-K for the fiscal year ended October 31, 1994 and incorporated herein by reference] 10.18 Directors' Achievement Award Program (effective as of December 6, 1994) 10.19 Fluor Corporation Stock Plan for Non-Employee Directors (adopted effective March 14, 1995) [filed as Exhibit 10.21 to Fluor's quarterly report on Form 10-Q for the quarterly period ended April 30, 1995 and incorporated herein by reference] 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 herein by reference] 13 1995 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 1995 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
EX-4.2 2 FLUOR DIVIDEND REINVESTMENT PLAN Exhibit 4.2 Dividend Reinvestment Plan Fluor Corporation Amended June 30, 1995 KEY PLAN FEATURES The Plan The Plan offers Fluor shareholders the opportunity to conveniently reinvest their dividends in shares of Fluor Common Stock without payment of a service fee or brokerage commission. Dividend Reinvestment Dividends paid by Fluor to you as a participating shareholder in the Plan are automatically applied toward the purchase of additional Fluor Common Stock. All fees and brokerage commissions are paid by Fluor. The Bank (Chemical Bank) purchases both full and fractional shares for your Account which means the entire amount of your dividend is utilized. In order to participate in the Plan, all shares registered in your name must be enrolled in the Plan and you must enroll with and maintain a minimum balance of not less than 50 shares in your Account. If your Account does not maintain a minimum balance of at least 50 shares, your Account will be terminated without further notice. In such event, your Account shares will be sold and a check for the net proceeds will be mailed to you. Optional Cash Investments In addition to reinvesting your dividends, you may elect to purchase additional shares of Fluor Common Stock for cash in any amount from a minimum of $100 per monthly investment to a maximum of $10,000 per quarter (Optional Cash Investments). You must participate in the Dividend Reinvestment portion of the Plan to make Optional Cash Investments. A three dollar ($3) service fee is charged for each check or money order processed by the Bank. Payment of this fee will be split equally between you and Fluor ($1.50 each). You are also responsible for a brokerage commission of seven cents ($0.07) per share multiplied by the number of shares of Fluor Common Stock purchased for your Account. Shares purchased with Optional Cash Investments will be credited to your Account less fees and commissions required to be paid by you. 1 To make an Optional Cash Investment, mail a check or money order payable to Chemical Bank, together with the remittance slip which is part of your Account statement, to the address indicated on the statement. Optional Cash Investments may be made monthly, and must be received at least two business days prior to either (i) the 15th day of any month during which dividends are not paid (or if that is not a business day, then on the first business day thereafter), or (ii) the quarterly dividend payment date during any month dividends are paid. Although the actual dividend payment dates vary, these dates have historically occurred between the 10th and 21st days of January, April, July and October of each year. Optional Cash Investments not received within this time period will be held until and invested at the next purchase date. Plan Purchases of Fluor Common Stock The purchase of shares of Fluor Common Stock will generally occur on either (i) the 15th day of any month dividends are not paid, or (ii) the dividend payment date mentioned above, as applicable. The price of shares acquired for each Account will be equal to the average price for all shares purchased by the Bank as agent for all Participants in the Plan during the month that such shares are purchased. Plan Account Statements After the quarterly dividends and Optional Cash Investments are reinvested in shares of Fluor Common Stock, the Bank will send you a detailed year-to-date statement of your Account. The statement includes all amounts invested on your behalf, the number of shares and fractional shares credited to your Account, the purchase price of those shares and the total number of shares you hold in your Account. Tax Information Reinvested dividends are treated by the IRS in the same manner as cash dividends and are taxable. The payment of service fees and brokerage commissions by Fluor on your behalf is considered income to you and reported as such to the IRS. If you are subject to backup withholding tax on dividends under the Plan, or you are a foreign stockholder whose dividends are subject to United States income tax withholding, the amount of the tax to be withheld is deducted from the amount of the dividends and only the reduced amount is reinvested in Fluor Common Stock. 2 At year end, the Bank provides you with summary information for tax purposes. Custody of Shares All shares purchased under the Plan are held for you in your Account by the Bank. Upon written request, the Bank will send you a certificate for any full shares credited to your Account and a check for any fractional share. You must pay a service fee of five dollars ($5) per certificate requested by sending a check or money order payable to Chemical Bank. You may also elect to have the Bank provide custodial service for the shares of Fluor Common Stock that you already own by sending your share certificates to Chemical Bank at the address indicated below, either by registered or certified mail, return receipt requested. Voting Rights Before each shareholder meeting, the Bank will mail a proxy card to you for the shares held in your Account. Your shares will be voted as you direct. If you properly sign and return the proxy card but otherwise provide no instruction, your Account shares will be voted as recommended by Fluor's Board of Directors. If you do not return your proxy, the shares in your Account will not be voted. Sale of Plan Account Shares You may sell shares of Fluor Common Stock directly from your Account at any time through a written request directing the Bank to sell a specified number of shares of stock from your Account. Sales of shares generally occur within seven calendar days of receipt by Chemical Bank of your instruction to sell shares. The Bank will remit the proceeds to you as soon as practicable, less a fifteen dollar ($15) service fee and applicable brokerage commissions. Participation in the Plan Subject to the minimum holding requirements, all holders of record of Fluor Common Stock may join the Plan at any time. To begin participating, complete an authorization card and mail it to the Bank in the postage-paid envelope provided for your convenience. If you are a shareholder of record and you have not received an authorization card, contact the Bank at the address below. 3 If your shares are registered in the name of someone holding the shares on your behalf (e.g., in the name of a broker, bank or other nominee) and you want to participate in the Plan, you must either make appropriate arrangements with your broker, bank or other registered holder to participate in the Plan, or you must become the holder of record by having the shares transferred to your own name. Your authorization card must be received by the Bank prior to a dividend record date for participation in the plan to begin effective with that quarterly dividend payment. Although the actual record dates for Fluor dividends vary, historically these dates have occurred between the 20th and 30th days of December, March, June and September of each year. Withdrawal from the Plan You may withdraw from the Plan at any time by notifying the Bank in writing and mailing a check or money order of five dollars ($5) per certificate requested. Upon withdrawal, the Bank will send you a certificate for the full number of shares held in your Account and a check for any fractional share. Alternatively, you may direct the Bank to sell your shares, upon which the Bank will remit to you the cash proceeds less the fifteen dollar ($15) service fee and brokerage commissions applicable to the sale of Account shares. Additional Plan Information If you have questions regarding the Plan please contact: Chemical Bank Fluor Dividend Reinvestment Plan J.A.F. Building P.O. Box 3069 New York, New York 10116-3069 Telephone: (800) 813-2847 4 Dividend Reinvestment Plan Terms and Conditions 1. As agent for each participating shareholder ("Participant") of Fluor Corporation ("Fluor"), Chemical Bank (the "Bank") will carry out the Terms and Conditions of the Fluor Corporation Dividend Reinvestment Plan (the "Plan") set forth below. 2. To elect to participate in the Plan, a shareholder must submit to the Bank a completed and signed authorization card ("Authorization"). The Authorization must include the name (or names in the case of a joint tenancy or trust, etc.) of the Participant exactly as the name or names are registered and appear on the certificate. Pursuant to receiving such Authorization, the Bank will establish an account under the Plan ("Account") for each Participant and will credit to the Account of each Participant cash received by the Bank from either of the following sources: (i) cash dividends payable to the Participant on all shares of Fluor Common Stock registered in the Participant's name, pursuant to paragraph 3 below; and (ii) Optional Cash Investments delivered to the Bank by the Participant, pursuant to paragraph 4 below. 3. All cash dividends payable to the Participant on shares of Fluor Common Stock registered in the Participant's name are applied toward the purchase of additional Fluor Common Stock. Stock purchases are made by the Bank and the newly acquired shares credited to the Participant's Account. All fees and brokerage commissions are paid by Fluor. The Plan does not permit partial reinvestment, nor does the Plan permit the Participant to designate a portion or percentage of the cash dividend to be applied toward reinvestment. Under the Plan, the Bank reinvests all cash dividends on all shares registered in the Participant's name except where it is clearly established to the Bank that the Participant is holding Fluor shares for several beneficial owners. An Authorization for dividend reinvestment must be received by the Bank prior to a quarter's dividend record date for participation in the Plan to begin effective with that quarterly dividend payment. Although the actual record dates for Fluor dividends vary, historically these dates have occurred between the 20th and 30th days of December, March, June and September. 5 In order to participate in the Plan, all shares registered in a Participant's name must be enrolled in the Plan, and all Participants must enroll with and maintain a balance of not less than 50 shares in their Account. If a Participant's Account does not maintain a minimum balance of at least 50 shares, the Participant's Account will be terminated without further notice. In such event, Participant's Account shares will be sold and a check for the net proceeds (less applicable fees pursuant to paragraphs 14 and 15 below), will be mailed to the Participant. 4. The Participant may elect to purchase additional shares of Fluor Common Stock for cash in any amount from a minimum amount of one hundred dollars ($100) per monthly investment to an aggregate maximum amount of ten thousand dollars ($10,000) per quarter ("Optional Cash Investments"). The Participant must be participating in the Dividend Reinvestment portion of the Plan to make Optional Cash Investments. A service fee in the amount of three dollars ($3) is charged by the Bank for each check or money order processed. Payment of this fee will be split equally between the Participant and Fluor ($1.50 each). A brokerage commission of seven cents ($0.07) per share multiplied by the number of shares purchased is also payable by the Participant. Shares purchased with Optional Cash Investments will be credited to the Participant's Account less the fees and commissions required to be paid by the Participant. Optional Cash Investments must be received by the Bank at least two business days prior to either (i) the 15th day of any month during which dividends are not paid (or if that day is not a business day, then on the first business day after such date), or (ii) the quarterly dividend payment date during any month dividends are paid. The dividend payment dates have historically occurred between the 10th and 21st days of January, April, July and October. Optional Cash Investments not received within the time period will be held until and invested at the next purchase date. No interest will be paid on Optional Cash Investments received by the Bank. If Fluor does not pay a dividend on its regular date, Cash Investments sent by the Participant to the Bank will be invested as though such dividend had been paid. Optional Cash Investments should be made payable to Chemical Bank, drawn against United States banks and in United States dollars, and mailed directly, together with the remittance slip which is part of the Participant's Account statement, to the address 6 indicated on the statement. Checks drawn against non-United States banks must have the United States currency imprinted on the check. Optional Cash Investments sent to any other address will not be considered validly delivered. If any check is returned unpaid for any reason, the Bank will consider the request for investment of such money null and void and shall immediately remove from the Participant's Account any shares purchased upon the prior credit of such money. The Bank shall thereupon be entitled to sell these shares to satisfy any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of such uncollected amounts, the Bank shall be entitled to sell such additional shares from the Participant's Account to satisfy the uncollected balance. 5. The Bank will invest all cash credited to the Participant's Account for the purchase of full and fractional shares of Fluor Common Stock. Dividends received from Account shares and Optional Cash Investments may be aggregated and commingled with the funds credited to all other Accounts of all other Participants. No interest will be payable on such funds. 6. The Bank will generally reinvest the cash credited to the Participant's Account on either (i) the 15th day of any month dividends are not paid, or (ii) the dividend payment date, as applicable, except where necessary to comply with applicable provisions of the federal securities laws or the rules and regulations of the Securities and Exchange Commission. If any suspension of trading of shares of Fluor Common Stock by any agency or governmental body remains effective for 30 consecutive days, the Bank shall return all cash in the Participant's Account to the Participant after such thirtieth day. Optional Cash Investments received during any 30 day suspension period will be returned as soon as practicable. 7. The Bank will purchase shares for the Participant's Account on any securities exchange or national market system where shares of Fluor Common Stock are traded, in the over-the-counter market or in negotiated transactions. Purchases may be made on such terms as to price, delivery and otherwise, and may be executed through such brokers or dealers, as the Bank may determine. The price at which the Bank shall be deemed to have acquired shares for the 7 Participant's Account shall be the average price, excluding brokerage commissions and any other costs of purchase, of all shares purchased by it as agent for all Participants in the Plan during the month that such shares are purchased. No Participant shall have any authority or power to direct the time or price at which said shares may be purchased and the Bank shall have no responsibility as to the value of the Fluor shares acquired or held for the Participant's Account. 8. Following each purchase, the Bank will mail a statement to each Participant summarizing the year-to-date transactions in the Participant's Account, indicating, among other things, the cash dividends and Optional Cash Investments received, the amounts reinvested, the number of shares and fractional shares credited to the Participant's Account, the average cost per share and the total number of shares in the Account. Current year Account statements are provided at no charge to the Participant; however, a Participant must pay a fee of twenty dollars ($20) if requesting copies of statements from a prior calendar year. 9. It is understood that the reinvestment of dividends does not relieve the Participant of any income tax which may be payable on such dividends. It is understood that the payment by Fluor of service fees and brokerage commissions is considered income to the Participant and reported as such to the IRS. If a Participant is subject to United States backup withholding tax on dividends, or is a foreign shareholder whose dividends are subject to United States income tax withholding, the amount of the tax to be withheld will be deducted from the amount of the dividends and only the reduced amount will be reinvested in Fluor Common Stock. Statements of account for said participants indicate the amount withheld. At year end, the Bank provides each Participant with summary information for tax purposes at no charge to the Participant. 10. Certificates will ordinarily not be issued for shares acquired under the Plan unless the Bank is so requested by the Participant in writing or until such Account is terminated as provided in Paragraph 15 below. Upon written request, the Bank will send certificates for any full shares credited to the Participant's Account. No certificates for fractional shares will be issued. A service fee of five dollars ($5) per certificate requested must be paid by the Participant 8 by mailing a check or money order payable to Chemical Bank. 11. The Participant may elect, at no additional cost, to deposit certificates for shares of Fluor Common Stock with the Bank for safekeeping. The Bank will credit the Participant's Account with the number of shares deposited and will treat them in all respects in the same manner as shares purchased for the Participant's Account. All certificates should be sent to the Bank by either registered or certified mail, return receipt requested. The Participant bears the risk of loss in transit. 12. Shares of Fluor Common Stock held in a Participant's Account may not be pledged or assigned. The Participant must request that the shares be withdrawn and a certificate be delivered to the Participant for these purposes. 13. All proxy solicitation materials will be sent by the Bank to Participants. The Bank will vote Account shares as the Participant directs. If no instructions are indicated on a properly signed and returned proxy card, the Participant's Account shares will be voted in accordance with the recommendations of the Company's Board of Directors to the extent permitted by applicable laws and regulations thereunder. If the proxy card is not returned, the Participant's Account shares will not be voted. 14. If requested in writing, the Bank will sell a Participant's Account shares generally within seven calendar days of receipt of the request and promptly remit the proceeds to the Participant, less a fifteen dollar ($15) service fee and applicable brokerage commissions. Requests to sell Account shares must indicate the number of shares to be sold and not the dollar amount to be attained. The Participant selling shares should be aware that prices may fluctuate during the period between a request for sale, receipt by the bank of the request and ultimate sale in the open market. The Participant bears the risk of any price change. 15. A Participant may terminate participation in the Plan at any time by giving written notice to the Bank. Such notice shall be effective upon receipt by the Bank; however, if notice of termination is received by the Bank after a dividend record date, such notice will not be effective until dividends paid for 9 that record date have been credited to the Participant's Account. Fluor may, in its sole judgment, direct the Bank to terminate a Participant from the Plan at any time if Fluor deems the practices of the Participant are not consistent with the intent of the Plan. Upon termination, the Bank will promptly send the Participant a certificate for the full shares in the Participant's Account and a check in an amount equal to the value of any fractional shares based upon the then current market price of a full share. A service fee of five dollars ($5) per certificate requested must be paid by the Participant by mailing a check or money order to Chemical Bank. The Bank may, at its discretion and without notice, terminate any Account having a balance of less than fifty shares by payment in cash. 16. The Board of Directors of Fluor or any designated committee thereof, reserves the right to amend, suspend, modify or terminate the Plan at any time, but such action shall have no retroactive effect that would prejudice the interest of the Participants. Notice of such action will be sent to the last address of record for all Participants. 17. Any election, notice, request, instruction, or withdrawal which by any provision of the Plan is required or permitted to be given or made by the Participant to the Bank, shall be written and shall be deemed to be given or made when received by the Bank. Such direction shall be mailed postage prepaid to: Chemical Bank Fluor Dividend Reinvestment Plan J.A.F. Building P.O. Box 3069 New York, New York 10116-3069 Telephone: (800) 813-2847 10 18. Fluor and/or Chemical Bank shall not be liable hereunder for any action taken, suffered or omitted in good faith including without limitation, any claim of liability arising under the following: (i) failure to terminate the Participant's Account upon the Participant's death or otherwise prior to the receipt of written notice of such death; (ii) termination accompanied by documentation deemed satisfactory by the Bank; (iii) prices at which shares are purchased or sold for the Participant's Account; (iv) timing and terms on which such purchases and sales are made; or (v) market value or any fluctuation in the market value after purchase of shares or sale of shares for the Participant's Account. 19. These Terms and Conditions and the provisions of the Authorization shall be governed by the laws of the State of New York. 11 EX-10.2 3 FLUOR EXEC DEFFERRED COMP PROGRAM EXHIBIT 10.2 FLUOR EXECUTIVE DEFERRED COMPENSATION PROGRAM FLUOR EXECUTIVE DEFERRED COMPENSATION PROGRAM THIS INSTRUMENT, executed and made effective as of May 1, 1995 by FLUOR CORPORATION, a Delaware corporation, evidences an amendment and restatement of the terms of the Fluor Executive Deferred Compensation Program (formerly known as the Fluor Corporation and Subsidiaries Executive Deferred Compensation Program) adopted for the benefit of certain key employees of Fluor Corporation and its subsidiaries. WITNESSETH: WHEREAS, the Company has heretofore maintained three separate deferred compensation programs for its key employees, this Plan which covered deferrals of incentive compensation, the Fluor Corporation and Subsidiaries Executive Deferred Salary Program (the "Deferred Salary Program") which covered the deferral of salary and other related amounts and the Fluor Excess Benefit Plan ("Excess Benefit Plan") which provides deferrals to compensate for benefits which would otherwise be lost to highly compensated employees as a result of the contribution and benefit limitations imposed by ERISA; and WHEREAS, the Company now desires to combine all of the three foregoing unfunded deferred compensation programs for its key employees into a single program by (a) combining the Deferred Salary Program (including, without limitation, the excess 401(k) accounts previously maintained as a part of this program) with and into this Plan thereby merging all the accounts previously maintained under that Deferred Salary Program with and into this Plan and (b) by transferring the key employee accruals previously maintained under the Excess Benefit Plan from the Excess Benefit Plan into this Plan; and WHEREAS, the Company now desires, in addition to consolidating all of the key employee deferred compensation programs into this Plan to amend and restate the terms and conditions of the Plan; NOW, THEREFORE, the Company hereby declares the current terms and conditions of the Fluor Executive Deferred Compensation Program (formerly known as the Fluor Corporation and Subsidiaries Executive Deferred Compensation Program) to be, as of May 1, 1995, as follows: ARTICLE I THE PLAN 1.1. NAME. This Plan shall be known as the "Fluor Executive Deferred Compensation Program". 1.2 PURPOSE. This Plan is adopted for the purpose of providing eligible executive employees with a means to satisfy future financial needs and also for the purpose of providing such employees with retirement and other benefits which, because of various 2 contribution and benefit accrual limitations, cannot be provided for them under the tax qualified retirement, profit sharing and savings plans in which such employee is a participant. The Company intends that the Plan constitute an unfunded "top hat" plan maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees under applicable provisions of ERISA. 1.3 PLAN ADMINISTRATION. The Plan shall be administered by the Committee in accordance with the following: (a). The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following: (i) To determine all questions relating to the eligibility of employees to participate; (ii) To construe and interpret the terms and provisions of this Plan; (iii) To compute and certify to the amount and kind of benefits payable to Participants or their Beneficiaries; (iv) To maintain all records that may be necessary for the administration of the Plan; 3 (v) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as the Committee may determine or as shall be required by law; (vi) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof; and (vii) To appoint a plan administrator or any other agent, and to delegate to such person such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe. (b) The Committee shall have full discretion to make factual determinations as may be necessary and to construe and interpret the terms and provisions of this Plan, which interpretation or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform manner and in full accordance with any and all laws applicable to the Plan. (c) To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all Plan matters relating to the Participants, their death or other cause of termination, and such other pertinent facts as the Committee may require. 4 ARTICLE II DEFINITIONS 2.1 DEFINITIONS. Accrual Accounts - shall mean a Participant's Excess Benefit Accrual Account and - ---------------- Pre-Effective Date Excess Benefit Accrual Accounts, if any. Beneficiary - The beneficiary designated by the Participant under the Fluor - ----------- Employees' Retirement Plan or, if no such designation has been made, then as designated on a form provided by the Participant's corporate employer, or, in the absence of any designation, the personal representative of the Participant's estate. Board - shall mean the Board of Directors of Fluor Corporation. - ----- Change of Control - "Change of Control" of the Company shall be deemed to have - ----------------- occurred if, (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Company having twenty-five percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company. 5 Code - shall mean the Internal Revenue Code of 1986, as amended. - ---- Committee - shall mean the Executive Compensation Committee of the Company. - --------- Company - shall mean Fluor Corporation. - ------- Crediting Options - shall mean the crediting options shown on Schedule A, as - ------------------ modified from time to time. Crediting Rate - shall mean for each Crediting Option, an amount equal to the - ------------------------------------------------------- ---------------------- rate, expressed as a percent, of gain or loss on the assets of such Crediting - ----------------------------------------------------------------------------- Option during a month as determined in accordance with Schedule A. - ------------------------------------------------------------------ Deferral Account - shall mean collectively, a Participant's Deferred Incentive - ---------------- Award Account, Deferred Salary Account, Pre-Effective Date Deferral Account, the Pre-Effective Date Deferred Salary Accounts and the Pre-1986 Deferral Accounts. Deferred Incentive Award Account - shall have the meaning set forth in Section - -------------------------------- 6.1 hereof. Deferred Salary Account - shall have the meaning set forth in Section 6.1 - ----------------------- hereof. Effective Date - shall mean May 1, 1995. - -------------- 6 Eligible Employee - shall mean any employee of the Company or its subsidiaries - ----------------- who (a) is eligible to participate in the Retirement Plan or has been specifically designated as eligible for participation in this Plan by the Committee and (b) is a member of the Executive Management Team. ERISA - shall mean the Employee Retirement Income Security Act of 1974, as - ----- amended. Excess Benefit Accrual Account - shall have the meaning set forth in Section 6.2 - ------------------------------ hereof. Excess 401(k) Account - shall mean the accounts maintained pursuant to the Prior - --------------------- Plan to compensate for lost benefits under the Savings Plan that were attributable to the annual contribution limitations of section 401(k) of the Code. Executive Management Team - shall mean those employees who have been determined - ------------------------- to have been eligible to participate in the Fluor Corporation and Subsidiaries Executive Incentive Compensation Program or in other similar management incentive compensation programs of the Company or any of its subsidiaries. Fiscal Year - shall mean the twelve month period ending on October 31 of each - ----------- year. Incentive Award - shall mean awards made pursuant to the terms of the Fluor - --------------- Corporation and Subsidiaries Executive Incentive Compensation Program, the Fluor Special Executive Incentive 7 Plan, the Directors' Achievement Award Program and any other incentive compensation program for management and other highly compensated employees which the Committee determines to be eligible for participation in this Plan. Normal Retirement Age - shall mean 65 years of age. - --------------------- Participant - shall mean any Eligible Employee who has one or more Deferral - ----------- Accounts and/or one or more Accrual Accounts under this Plan. Plan - shall mean the Fluor Executive Deferred Compensation Program the terms of - ---- which are set forth herein. Pre-1986 Deferral Account - shall have the meaning set forth in Section 6.1 - ------------------------- hereof. Pre-Effective Date Deferral Account - shall have the meaning set forth in - ----------------------------------- Section 6.1 hereof. Pre-Effective Date Deferred Salary Account - shall have the meaning set forth in - ------------------------------------------ Section 6.1 hereof. Pre-Effective Date Excess Benefit Accrual Account - shall have the meaning set - ------------------------------------------------- forth in Section 6.2 hereof. 8 Prior Plan - shall mean the Fluor Corporation and Subsidiaries Executive - ---------- Deferred Salary Program. Retirement Plan - shall mean the Fluor Corporation Employees' Retirement Plan. - --------------- Salary - shall mean the base salary regularly paid to an employee including the - ------ employee's deferrals under Sections 401(k) and 125 of the Code. Savings Plan - shall mean the Fluor Corporation Salaried Employees' Savings - ------------ Investment Plan. Termination of Service - Termination of the full-time employee/employer - ---------------------- relationship between a Participant and Fluor Corporation or any of its subsidiaries by reason of retirement, death, resignation, involuntary termination, permanent total disability or change in status to a part-time employee, as these terms are defined for purposes of the Retirement Plan. ARTICLE III PARTICIPATION 3.1 SALARY DEFERRALS. Any Eligible Employee who is a member of the Executive Management Team will, for the period of such membership, be entitled to defer all or a 9 portion of Salary pursuant to the provisions of Section 4.2(a) hereof for so long as he remains an Eligible Employee. 3.2 INCENTIVE AWARD DEFERRALS. Any Eligible Employee who earns an Incentive Award which becomes payable after the Effective Date will be entitled to defer such Incentive Award or portion thereof pursuant to the provisions of Section 4.2(b) hereof. 3.3 EXISTING ACCOUNTS. All undistributed account balances in the Prior Plan as of the Effective Date are hereby transferred to and made a part of this Plan. The Prior Plan is hereby merged into this Plan as of the Effective Date and all benefits previously payable under the Prior Plan shall be paid solely from this Plan. Any such account balances will be subject to Adjustment pursuant to the terms of Section 7.1 hereof and, subject to the deferral period or periods previously elected by the Employee, will be maintained, determined and distributed in accordance with the terms hereof. All undistributed account balances of Eligible Employees under the Fluor Excess Benefit Plan as of the Effective Date are hereby transferred to and made a part of this Plan and such account balances will be subject to Adjustment pursuant to the terms of Section 7.1 hereof. On and after the Effective Date all benefits previously payable to Eligible Employees under the Fluor Excess Benefit Plan shall be paid solely under this Plan. 10 3.4 EXCESS BENEFIT ACCRUALS. As of the last day of each calendar year each Eligible Employee shall be entitled to receive an Excess Benefit Accrual if and to the extent earned in accordance with the provisions of Section 5.1 hereof. ARTICLE IV DEFERRALS 4.1 AMOUNTS SUBJECT TO DEFERRAL. Subject to the effect of any previously authorized or required deductions, reductions or income or employment tax withholdings applicable to such compensation, an Eligible Employee may elect to defer all or any portion of his Salary or any Incentive Award. 4.2 TIMING AND MECHANICS OF ELECTION. (a). Salary - The amount of Salary to be deferred for future payroll ------ periods must be specified by the Eligible Employee in writing to his corporate employer as a fixed percentage of Salary. Such deferral election shall be effective with the first payroll period beginning after receipt of the election by the Company and will continue in effect (excluding the two payroll periods where no reductions or deductions are taken) until a subsequent election or termination of the election is received by the Company, which change or termination shall also be effective as of the first payroll 11 period beginning after receipt of such election or termination. The deferral percentage so specified may not be changed, terminated or re- initiated more often than once every six months. (b). Incentive Awards - The amount of any Incentive Award to be deferred ---------------- must be specified by the Eligible Employee in writing to his corporate employer no later than the end of the fiscal period(s) for which performance is measured in determining the amount of the Incentive Award. The amount to be deferred may be specified either as a fixed dollar amount or as a percentage of the Incentive Award. Such amount or percentage, once specified, is irrevocable as to such Incentive Award. 4.3 DEFERRAL PERIODS. Unless otherwise specified by the Eligible Employee at the time of his deferral election, payment of such amounts shall be deferred until such Eligible Employee's Termination of Service. The Eligible Employee may specify a deferral period which may not extend beyond the date upon which such Eligible Employee reaches age 70 1/2. If a specific deferral period has been selected, the deferral period shall end upon the earlier to occur of (a) the Eligible Employee's Termination of Service or (b) expiration of the specified deferral period. 12 ARTICLE V OTHER ACCRUALS 5.1 EXCESS BENEFIT ACCRUALS. As of each December 31 the Company shall credit the Excess Benefit Accrual Account of each Eligible Employee with an amount equal to the excess of the amount of company contributions which would have been allocated to such Eligible Employee's account under the Retirement Plan for the calendar year but for the limitations imposed by Sections 401 and 415 of the Code over the actual amount of company contributions allocated to his accounts under such plans for the calendar year. At the end of each calendar month, the Company shall credit the Excess Benefit Accrual Account of each Eligible Employee with an amount equal to the excess of (a) the amount of Company contributions which would have been made to the account of such Eligible Employee for such month under Section 5.1 and Article IV of the Savings Plan, but for the limitations imposed by Sections 401 and 415 of the Code over (b) the actual amount of Company contributions allocated to his accounts for such month pursuant to such Article VI; provided however, that such amounts will be so credited only if such Eligible Employee elects, prior to beginning of any such month to defer an additional portion of his Salary which is equal to the amount by which the amounts contributed on behalf of such Eligible Employee pursuant to Section 5.1 of the Savings Plan for such month were reduced by reason of the limitations imposed by Sections 401 and 415 of the Code. 13 5.2 COMPENSATING ACCRUALS. Each Eligible Employee who elects to defer all or a portion of his Salary pursuant to Section 4.2(a) hereof will also be credited with additional accruals to his Deferred Salary Account to compensate for reductions in Company Retirement Plan and Savings Plan contributions that result from such Salary deferral. Such accruals shall be calculated as follows: (a). As of the end of each calendar year there shall be credited to the account of each Eligible Employee, an additional amount that is equal to the amount by which Company contributions to such Eligible Employee's accounts in the Retirement Plan were reduced by reason of Salary deferrals made under this Plan. (b). At the end of each calendar month there shall be credited to the account of each Eligible Employee an additional amount that is equal to the amount by which Company contributions made under Article VI of the Savings Plan for such month to the account of such Eligible Employee are reduced by reason of Salary deferrals made under this Plan. ARTICLE VI MAINTENANCE OF ACCOUNTS 6.1 DEFERRAL ACCOUNTS. The Company shall maintain one or more of the following separate deferral accounts, as applicable, for Eligible Employees: (1). a Deferred 14 Incentive Award Account to which shall be credited all amounts of Incentive Awards which have been deferred by such Eligible Employee pursuant to the provisions of Section 4.2(b) hereof; (2) a Pre-Effective Date Deferral Account which shall include all undistributed amounts relating to Incentive Awards as to which a deferral election had been made prior to the Effective Date, but not including deferred amounts of Incentive Awards for Fiscal Years ending on or before October 31, 1985; and (3) a Pre-1986 Deferral Account which shall include all undistributed amounts relating to Incentive Awards for Fiscal Years ending on or before October 31, 1985; (4) a Pre- Effective Date Deferred Salary Account to which shall be credited the balance as of the Effective Date of the amount standing to the credit of such Eligible Employee under the Prior Plan, reduced by the amount attributable to the Excess 401(k) Account maintained under such Prior Plan; and (5) a Deferred Salary Account to which shall be credited all amounts of Salary deferred on and after the Effective Date and all amounts credited such Eligible Employee pursuant to Section 5.2 hereof. 6.2 EXCESS BENEFIT ACCRUAL ACCOUNTS. The Company shall maintain the following separate accrual accounts, as applicable, for Eligible Employees: (1) a Pre-Effective Date Excess Benefit Accrual Account to which shall be credited as of the Effective Date all amounts then standing to the credit of such Eligible Employees in the Fluor Excess Benefit Plan, and in the Excess 401(k) Account of the Prior Plan; and (2) an Excess Benefit Accrual Account to which shall be credited all amounts accruing for the benefit of such Eligible Employee pursuant to Section 5.1 hereof. 15 6.3 ADJUSTMENTS. Each account of a Participant established pursuant to Sections 6.1 and 6.2 hereof shall be adjusted monthly to reflect any gains and/or losses thereon (the "Adjustment") in accordance with the provisions of Section 7.1 hereof. ARTICLE VII CREDITING OPTIONS 7.1 CREDITING OPTIONS. The Company has selected the crediting options described in Schedule A any of which may be changed, modified or deleted, or additional investment options may be added, from time to time by the Committee (the "Crediting Options"), provided however, that (a) the Five Year T-Bill Option will remain available for Pre-Effective Date Deferral Accounts, Pre-Effective Date Deferred Salary Accounts and Pre-Effective Date Excess Benefit Accrual Accounts and, until the end of the 1995 fiscal year, for Salary Deferrals put into place prior to the Effective Date; and (b) the Fluor Average Interest Factor option shall always remain available for Pre-1986 Deferral Accounts. At the time that an Eligible Employee first becomes a Participant, the Participant shall allocate deferrals among the Crediting Options that will be used as a measure of the investment performance of the contents of each of his Deferral and Accrual Accounts on a form provided by the Committee. In making this designation, the Participant may specify that all or any 10% multiple of each of his Deferral and Accrual Accounts be deemed to be invested in one or more of the Crediting Options. Each 16 Participant will be able to reallocate the Crediting Options for each of his Deferral and Accrual Accounts once every six months in 10% multiples on a form provided by the Committee. Said reallocation will be effective as of the first day of the month following the month in which the form is received by the Committee. Until a Participant delivers a new Crediting Options form to the Committee, his prior Crediting Options shall control. If a Participant fails to select a Crediting Option for deferrals or accruals made after the Effective Date he shall be deemed to have elected the Money Market Option. The Company shall use the Participant's Crediting Option designations as the basis for calculating the Adjustment component of each Deferral and Accrual Account. If a Participant changes his or her Crediting Option designations, then such change shall supersede the previous designation effective the first business day of the month following the month the change is made. The Company shall begin crediting the Participant's Deferral Accounts with the amount deferred by the Participant on the last day of the month in which the Salary or Incentive Award would have otherwise been paid. The monthly Adjustment shall be determined as follows: As of the last day of each month in which any amount remains credited to any Deferral Account or Accrual Account of a Participant, each portion of such accounts deemed invested in a particular crediting option shall either be credited or debited with an amount equal to that determined by multiplying the balance of such portion of such account as of the last day of the preceding month by the Return Rate for that month for the applicable Investment Option. As to the applicable amount distributed, the Company shall cease crediting or debiting Adjustments to the 17 Participant's Deferral and/or Accrual Accounts on the last day of the month of the applicable distribution event set forth in Articles VIII and IX (the "Valuation Date"). Allocation of investment selections shall be made among the Crediting Options. A Participant shall have absolutely no ownership interest in any Crediting Option. The Company shall be the sole owner of (if any) funds invested in any such Investment Option, as well as all amounts accounted for in the Deferral and Accrual Accounts, all of which shall at all times be subject to the claims of the Company's creditors. A Participant shall be entitled to payment of an amount equal to the amount in each of his Deferral and Accrual Accounts in accordance with Articles VIII and IX hereof. ARTICLE VIII ACCOUNT DISTRIBUTIONS 8.1 NO DEFERRAL PERIOD SPECIFIED. With respect to any Accrual Account and those portions of any Deferral Account (including, any Adjustments related thereto) as to which no specific deferral period has been selected by the Participant at the time of deferral: (a). The lump sum payment or the first installment will be paid on or before December 31 of the year of termination; provided however, that the Company may in its sole discretion elect to defer payment thereof until January of the succeeding year. 18 (b). In the event of installment payments, the second installment will be paid in January following the year in which the first installment was paid and all remaining installments will be paid annually in January. (c). Payment in cash in one lump sum or in annual installments will be at the sole discretion of the Participant's corporate employer. The number of installment payments will not exceed twenty. (d). In the event of the death of a Participant prior to commencement of any payments hereunder, payments will be made to his Beneficiary in accordance with the foregoing provisions. In the event of the death of a Participant after commencement of benefit payments in installments but prior to payment of his entire entitlement, payment may be made to his Beneficiary in one lump sum or by continuation of installments at the discretion of the Participant's corporate employer. In the event installments continue to the Beneficiary, they will continue to be subject to Adjustment under Section 7.1 hereof. 8.2 SPECIFIED DEFERRAL PERIOD. With respect to those portions of any Deferral Account (including any Adjustments related thereto) as to which a specified deferral period has been selected by a Participant at the time of deferral: 19 (a). Entitlement to payment will occur upon the earlier of the (i) Participant's Termination of Service or (ii) upon expiration of the specific deferral period. (b). All payments will be made in a lump sum in cash unless the Participant, at the time of deferral, designates that the deferred amount be paid in a specified number (not to exceed twenty) of annual installments. (c). The lump sum payment or the first installment payment will be paid on or before December 31 of the year of entitlement; provided however, that the Company may in its sole discretion elect to defer payment thereof until January of the succeeding year. (d). If a Participant's entitlement is paid in installments, the second installment payment will be paid during January of the year following the year in which the first installment was paid and all remaining installments will be paid annually in the month of January. (e). In the event of the death of a Participant prior to commencement of any payments hereunder, payments will be made to his Beneficiary in accordance with the foregoing provisions. In the event of the death of a Participant after commencement of benefit payments in installments but prior to payment of his entire entitlement, payment may be made to his Beneficiary in one lump sum or by 20 continuation of the installments all at the discretion of the Participant's corporate employer. If a Participant has received his entire entitlement under one or more, but less than all of his deferral elections, and dies prior to commencement of payments under one or more unpaid deferral elections he shall be considered to have died prior to the commencement of any payments hereunder. In the event installments continue to the Beneficiary, they will continue to be subject to Adjustment pursuant to Section 7.1 hereof until distributed. ARTICLE IX OTHER DISTRIBUTION EVENTS 9.1 CHANGE OF CONTROL. Notwithstanding any other Section hereof, if a Participant's employment with the Company or its subsidiaries terminates for any reason other than death, within the two-year period beginning on the date that a Change of Control of the Company occurs, then the Company shall pay to the Participant within the first fifteen (15) days of the month following such termination a lump sum distribution of all of his Deferral Accounts and Accrual Accounts. If the Participant dies after termination of employment but before payment of any amount under this Section, then such amount shall be paid to the Beneficiary within the first fifteen (15) days of the month following the Participant's death. 21 9.2 UNFORESEEABLE EMERGENCY. (a). A distribution of a portion of a Participant's Deferral Accounts and Accrual Accounts because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need. Whether an Unforeseeable Emergency has occurred will be determined solely by the Committee. Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Committee upon written request by a Participant. (b). An "Unforeseeable Emergency" is defined as a severe financial hardship to the Participant caused by sudden and unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in Code Section 152(a)), loss of the Participant's property due to casualty, or other extraordinary and unforeseeable circumstances caused by a result of events beyond the Participant's control. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any event, any distribution under this Section shall not exceed the amount required by the Participant to resolve the hardship after (i) reimbursement or compensation through insurance or otherwise, (ii) obtaining liquidation of the Participant's assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension of deferrals under the Plan. 22 9.3 WITHDRAWALS. A Participant may elect by filing with the Company a form specified by the Committee, to receive an amount equal to ninety percent of his Deferral Accounts and Accrual Accounts at any time prior to his Termination of Service. If a Participant makes an election described in this Section 9.3 the balance of the Participant's Deferral Accounts not distributed to the Participant shall be forfeited to the Company; the amount to which he is entitled under this Section 9.3 shall be distributed to the Participant in a single lump sum as soon as administratively practical following such election; the Participant shall be prohibited from participating in deferral portions of the Plan for the balance of the Fiscal Year in which this distribution is made and the following Fiscal Year; any elections previously made pursuant to Section 4.2 of this Plan shall cease to be effective. ARTICLE X MISCELLANEOUS PROVISIONS 10.1 PARTICIPANT RIGHTS IN THE UNFUNDED PLAN. Any liability of the Company to any Participant with respect to any benefit shall be based solely upon the contractual obligations created by the Plan; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company. The Company's obligations under this agreement shall be an unfunded and unsecured promise to pay. No Participant or his designated beneficiaries shall have any rights under the Plan other than those of a 23 creditor of the Company. Assets segregated or identified by the Company for the purpose of paying benefits pursuant to the Plan remain general corporate assets subject to the claims of the Company's creditors. 10.2 NON-ASSIGNABILITY. Neither the Participant nor his Beneficiary shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void and the Company shall thereupon have no further liability to such Participant or such Beneficiary hereunder. No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by any creditor of any Participant or Beneficiary for the payment of debt, judgment or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of the Participant, his designated Beneficiary or any other beneficiary hereunder. 10.3 TERMINATION OR AMENDMENT OF PLAN. The Company retains the right, at any time and in its sole discretion, to amend or terminate the Plan, in whole or in part. Any amendment of the Plan shall be approved by the Board, shall be in writing, and shall be communicated to the Participants. Notwithstanding the above, the Committee shall have the authority to change the requirements of eligibility or to modify the Crediting Options hereunder. No amendment of the Plan shall materially impair or curtail the Company's contractual obligations arising from deferral elections previously made or for benefits 24 accrued prior to such amendment. Notwithstanding any other provision herein to the contrary, in the event of Plan termination, payment of Deferral and Accrual Accounts shall occur not later than the last business day of the month following the month in which the termination is made effective. 10.4 CONTINUATION OF EMPLOYMENT. This Plan shall not be deemed to constitute a contract of employment between the Company and a Participant. Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or affect the right of the Company or any Subsidiary to terminate the employment of any Participant at any time with or without cause. 10.5 RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor the Company makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax or other implications or effects of this Plan. 10.6 WITHHOLDING. The Company shall withhold from or offset against any payment or accrual made under the Plan any taxes the Company determines it is required to withhold by applicable federal, state or local laws. 10.7 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any other incentive or other compensation plans in effect for the Company or any subsidiary, nor 25 shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any subsidiary. 10.8 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the successors and assigns of the Company. 10.9 SINGULAR, PLURAL; GENDER. Wherever appropriate in this Plan, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. 10.10 CONTROLLING LAW. The Plan shall be governed by and construed in accordance with the internal law, without regard to conflict of law principles, of the State of California to the extent not pre-empted by the laws of the United States of America. 26 EX-10.13 4 1988 FLUOR EXECUTIVE STOCK PLAN EXHIBIT 10.13 FLUOR CORPORATION 1988 FLUOR EXECUTIVE STOCK PLAN AS AMENDED AND RESTATED EFFECTIVE DECEMBER 6, 1994 TABLE OF CONTENTS ARTICLE I......................................................... 1 Sec. 1.1 DEFINITIONS......................................... 1 ARTICLE II........................................................ 3 Sec. 2.1 NAME................................................ 3 Sec. 2.2 PURPOSE............................................. 3 Sec. 2.3 EFFECTIVE DATE...................................... 4 Sec. 2.4 LIMITATIONS......................................... 4 Sec. 2.5 OPTIONS, AWARDS AND RIGHTS GRANTED UNDER PLAN....... 4 ARTICLE III....................................................... 5 Sec. 3.1 ELIGIBILITY......................................... 5 ARTICLE IV........................................................ 5 Sec. 4.1 DUTIES AND POWERS OF COMMITTEE...................... 5 Sec. 4.2 MAJORITY RULE....................................... 5 Sec. 4.3 COMPANY ASSISTANCE.................................. 5 ARTICLE V......................................................... 6 Sec. 5.1 OPTION GRANT AND AGREEMENT.......................... 6 Sec. 5.2 PARTICIPATION LIMITATION............................ 6 Sec. 5.3 OPTION PRICE........................................ 6 Sec. 5.4 OPTION PERIOD....................................... 6 Sec. 5.5 OPTION EXERCISE..................................... 6 Sec. 5.6 NONTRANSFERABILITY OF OPTION........................ 7 Sec. 5.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT.. 7 Sec. 5.8 RIGHTS AS STOCKHOLDER............................... 9 ARTICLE VI........................................................ 9 Sec. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT.......... 9 Sec. 6.2 CONSIDERATION FOR ISSUANCE.......................... 9 Sec. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER.............. 10 Sec. 6.4 LAPSE OF RESTRICTIONS............................... 10 Sec. 6.5 RIGHTS AS STOCKHOLDER............................... 10 ARTICLE VII....................................................... 11 Sec. 7.1 STOCK CERTIFICATES.................................. 11 ARTICLE VIII...................................................... 11 Sec. 8.1 RIGHTS GRANTS AND AGREEMENTS........................ 11 Sec. 8.2 RIGHTS PERIOD....................................... 13 Sec. 8.3 RIGHTS EXERCISE..................................... 13 Sec. 8.4 NONTRANSFERABILITY OF RIGHTS........................ 13
i TABLE OF CONTENTS Sec. 8.5 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT.. 13 Sec. 8.6 NO RIGHTS AS STOCKHOLDER............................ 15 ARTICLE IX........................................................ 15 Sec. 9.1 STOCK PAYMENT....................................... 15 ARTICLE X......................................................... 15 Sec. 10.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN..... 15 ARTICLE XI........................................................ 16 Sec. 11.1 ADJUSTMENT PROVISIONS............................... 16 Sec. 11.2 CONTINUATION OF EMPLOYMENT.......................... 16 Sec. 11.3 COMPLIANCE WITH GOVERNMENT REGULATIONS.............. 16 Sec. 11.4 PRIVILEGES OF STOCK OWNERSHIP....................... 17 Sec. 11.5 WITHHOLDING......................................... 17 Sec. 11.6 NONTRANSFERABILITY.................................. 17 Sec. 11.7 OTHER COMPENSATION PLANS............................ 17 Sec. 11.8 PLAN BINDING ON SUCCESSORS.......................... 17 Sec. 11.9 SINGULAR, PLURAL; GENDER............................ 17 Sec. 11.10 HEADINGS, ETC., NO PART OF PLAN..................... 18
ii ARTICLE I DEFINITIONS Sec. 1.1 DEFINITIONS ----------- As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly indicates to the contrary: (a) "Award" shall mean an award of Restricted Stock pursuant to the provisions of Article VI hereof. (b) "Awardee" shall mean an Eligible Employee to whom Restricted Stock has been awarded hereunder. (c) "Board" shall mean the Board of Directors of the Company. (d) "Change of Control" of the Company shall be deemed to have occurred if, (i) a third person, including a 'group' as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Company having twenty-five percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. (f) "Committee" shall mean the Organization and Compensation Committee of the Board. (g) "Company" shall mean Fluor Corporation. (h) "Eligible Employee" shall mean an employee who is an officer of the Company or any Subsidiary or who is a member of the Executive Management Team of the Company and its Subsidiaries. (i) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (j) "Executive Management Team" shall mean those employees who have been determined to be eligible to participate in the Fluor Corporation and Subsidiaries 1 Executive Incentive Compensation Program or in other similar management incentive compensation programs of any Subsidiary. (k) "Fair Market Value" shall mean the average of the highest price and the lowest price per share at which the Stock is sold in the regular way on the New York Stock Exchange on the day an Option is granted hereunder or, in the absence of any reported sales on such day, the first preceding day on which there were such sales. (l) "Grantee" shall mean an Eligible Employee to whom Rights have been granted hereunder. (m) "Incentive Stock Option" shall mean an incentive stock option, as defined under Section 422A of the Code and the regulations thereunder to purchase Stock. (n) "Nonqualified Stock Option" shall mean a stock option other than an Incentive Stock Option to purchase Stock. (o) "Option" shall mean an option to purchase Stock granted pursuant to the provisions of Article V hereof and refers to both Incentive Stock Options and Nonqualified Stock Options. (p) "Optionee" shall mean an Eligible Employee to whom an Option has been granted hereunder. (q) "Plan" shall mean the 1988 Fluor Executive Stock Plan, the current terms of which are set forth herein. (r) "Prior Plans" shall mean the 1971 Fluor Stock Option Plan, the 1977 Fluor Executive Stock Plan, the 1981 Fluor Executive Stock Plan and the 1982 Fluor Executive Stock Option Plan. (s) "Restricted Stock" shall mean Stock that may be awarded to an Eligible Employee by the Committee pursuant to Article VI hereof, which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or achievement of preestablished performance objectives. (t) "Return on Average Shareholders' Equity" shall mean, for any fiscal year, the percentage amount reported as "Return on Average Shareholders Equity" in the "Highlights" section of the Company's Annual Report to Stockholders for such fiscal year. 2 (u) "Restricted Stock Agreement" shall mean the agreement between the Company and the Awardee with respect to Restricted Stock awarded hereunder. (v) "Rights" shall mean Stock Appreciation Rights granted as provided herein. (w) "Stock" shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities. (x) "Stock Appreciation Right" or "Right" shall mean a right granted pursuant to Article VIII hereof to receive a number of shares of Stock or, in the discretion of the Committee, an amount of cash or a combination of shares and cash, based on the increase in the Fair Market Value of the shares subject to the Right. (y) "Stock Appreciation Rights Agreement" shall mean the agreement between the Company and the Grantee evidencing the grant of Rights as provided herein. (z) "Stock Option Agreement" shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Stock hereunder. (aa) "Stock Payment" shall mean a payment in shares of Stock to replace all or any portion of the compensation (other than base salary) that would otherwise become payable to any Eligible Employee of the Company. (bb) "Subsidiary" shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly or indirectly, by the Company or any partnership or joint venture in which either the Company or such a corporation is at least a twenty percent (20%) equity participant. (cc) "Ten Year Treasury Yield" shall mean, for any fiscal period, the daily average percent per annum yield for U. S. Government Securities - 10 year Treasury constant maturities, as published in the Federal Reserve statistical release or any successor publication. ARTICLE II GENERAL Sec. 2.1 NAME ---- This Plan shall be known as the "1988 Fluor Executive Stock Plan". Sec. 2.2 PURPOSE ------- The purpose of the Plan is to advance the interests of the Company and its stockholders by affording to Eligible Employees of the Company and its Subsidiaries an opportunity to acquire or 3 increase their proprietary interest in the Company by the grant to such employees of Options, Awards or Rights under the terms set forth herein. By thus encouraging such employees to become owners of Company shares and by granting such employees with a form of cash incentive compensation which is measured by the increase in market value of Company shares, the Company seeks to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends. Sec. 2.3 EFFECTIVE DATE -------------- The Plan shall become effective upon its approval by the holders of a majority of the shares of Stock of the Company represented at an annual or special meeting of the stockholders of the Company. Sec. 2.4 LIMITATIONS ----------- Subject to adjustment pursuant to the provisions of Section 11.1 hereof, the aggregate number of shares of Stock which may either be issued as Awards, subject to Options or issued pursuant to the exercise of Options, or reflected in grants of Stock Appreciation Rights shall not exceed the sum of (a) 5,500,000 plus (b) that number of shares represented by options, awards or rights under Prior Plans which expire or are otherwise terminated at any time after the original effective date of this Plan. Any such shares may be either authorized and unissued shares or shares issued and thereafter acquired by the Company. No Eligible Employee may receive more than fifteen percent (15%) of the aggregate number of shares of Stock which may be issued as Awards, subject to Options or issued pursuant to the exercise of Options or reflected in grants of Stock Appreciation Rights. Sec. 2.5 OPTIONS, AWARDS AND RIGHTS GRANTED UNDER PLAN --------------------------------------------- Shares of Stock with respect to which an Option granted hereunder shall have been exercised, and shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in Section 6.3 hereof shall have lapsed and shares of Stock reflected in a Stock Appreciation Right, to the extent that such Right has become exercisable, shall not again be available for Option, Award or Rights grant hereunder. If Options or Rights granted hereunder shall expire or terminate for any reason without being wholly exercised, or if Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 6.3 hereof, new Options, Awards or Rights may be granted hereunder covering the number of shares to which such Option or Rights expiration or termination or Restricted Stock acquisition relates. 4 ARTICLE III PARTICIPANTS Sec. 3.1 ELIGIBILITY ----------- Any Eligible Employee shall be eligible to participate in the Plan; provided, however, that no member of the Committee shall be eligible to participate. The Committee may grant Options, Awards or Rights to any Eligible Employee in accordance with such determinations as the Committee from time to time in its sole discretion shall make. ARTICLE IV ADMINISTRATION Sec. 4.1 DUTIES AND POWERS OF COMMITTEE ------------------------------ The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have sole discretion and authority to determine from among Eligible Employees those to whom and the time or times at which Options, Rights or Awards may be granted, the number of shares of Stock to be subject to each Option or Award, the number of Rights to be awarded and the period for the exercise of such Option or Rights which need not be the same for each grant hereunder. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Stock Option Agreement, Stock Appreciation Rights Agreement and Restricted Stock Agreement, and to make all other determinations necessary or advisable in the administration of the Plan. Sec. 4.2 MAJORITY RULE ------------- A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee. Sec. 4.3 COMPANY ASSISTANCE ------------------ The Company shall supply full and timely information to the Committee on all matters relating to eligible employees, their employment, death, retirement, disability or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. 5 ARTICLE V OPTIONS Sec. 5.1 OPTION GRANT AND AGREEMENT -------------------------- Each Option granted hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Stock Option Agreement dated as of the date of grant and executed by the Company and the Optionee, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 5.2 PARTICIPATION LIMITATION ------------------------ The Committee shall not grant an Incentive Stock Option to any employee for such number of shares of Stock that, immediately after the grant, the total number of shares of Stock owned or subject to Options exercisable by and/or Awards outstanding in the hands of such employee (or by such persons whose shares such employee is considered as owning pursuant to the provisions of the second succeeding sentence) exceed ten percent of the total combined voting power of all classes of stock of the Company. This restriction does not apply if, at the time such Incentive Stock Option is granted, the Incentive Stock Option purchase price is at least 110% of the Fair Market Value on the date of grant and the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. For purposes of this Section 5.2, an employee shall be considered as owning the stock owned, directly or indirectly, by or for his brothers and sisters (whether by the whole or half blood), spouse, ancestors and lineal descendants; and the stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries. Sec. 5.3 OPTION PRICE ------------ The purchase price of Stock under each Option will be determined by the Committee but may not be less than the Fair Market Value on the date of grant. Sec. 5.4 OPTION PERIOD ------------- Each Option granted hereunder must be granted within ten years from the effective date of the Plan. The period for the exercise of each Option shall be determined by the Committee, but in no instance shall such period exceed ten years from the date of grant of the Option. Sec. 5.5 OPTION EXERCISE --------------- (a) Options granted hereunder may not be exercised unless and until the Optionee shall have been or remained in the employ of the Company or its Subsidiaries for one year from and after the date such Option was granted, except as otherwise provided in Section 5.7 hereof. 6 (b) Options may be exercised with respect to whole shares only, for such shares of Stock and within the period permitted for the exercise thereof as determined by the Committee, and shall be exercised by written notice of intent to exercise the Option with respect to a specified number of shares delivered to the Company at its principal office in the State of California, and payment in full to the Company at said office of the amount of the Option price for the number of shares of Stock with respect to which the Option is then being exercised. The purchase price may be paid by the assignment and delivery to the Company of shares of Stock or a combination of cash and shares of Stock equal in value to the exercise price. Any shares assigned and delivered to the Company in payment or partial payment of the purchase price will be valued at their Fair Market Value on the exercise date. (c) The Fair Market Value of the Stock at the date of grant for which any employee may exercise Incentive Stock Options in any calendar year under the Plan (or any other stock option plan of the Company adopted after December 31, 1986) may not exceed $100,000. Sec. 5.6 NONTRANSFERABILITY OF OPTION ---------------------------- No Option shall be transferred by an Optionee otherwise than by a will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA. During the lifetime of an Optionee, the Option shall be exercisable only by him. Sec. 5.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT --------------------------------------------------- (a) If, prior to a date one year from the date on which an Option shall have been granted, the Optionee's employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Optionee, the Optionee's right to exercise such Option shall terminate and all rights thereunder shall cease; provided, however, that if the Optionee shall die, retire or become permanently and totally disabled, as determined in accordance with applicable Company personnel policies, or if the Optionee's employment with the Company or its Subsidiaries shall be terminated within two years after a Change of Control of the Company and such termination occurs prior to a date one year from the date on which an Option shall have been granted, such Option shall become exercisable in full on the date of such death, retirement, disability or termination of employment. (b) If, on or after one year from the date on which an Option shall have been granted, an Optionee's employment with the Company or its Subsidiaries shall be terminated for any reason other than death, retirement or permanent total disability, or within two years following a Change of Control of the Company, the Optionee shall have the right, during the period ending three months after such 7 termination, to exercise such Option to the extent that it was exercisable at the date of such termination and shall not have been exercised, subject, however, to the provisions of Section 5.4 hereof. (c) Upon termination of an Optionee's employment with the Company or its Subsidiaries by reason of retirement or permanent total disability, as determined in accordance with applicable Company personnel policies, or within two years following a Change of Control of the Company, such Optionee shall have the right, during the period ending three years after such termination, to exercise his Option in full, without regard to any installment exercise provisions, to the extent that it shall not have been exercised, subject, however, to the provisions of Section 5.4 hereof. (d) If an Optionee shall die (i) while in the employ of the Company or its Subsidiaries, or (ii) within three months after termination of employment where such termination did not occur either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, or (iii) within three years after termination of employment where such termination occurred either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, the executor or administrator of the estate of the decedent or the person or persons to whom an Option granted hereunder shall have been validly transferred by the executor or the administrator pursuant to a will or the laws of descent and distribution shall have the right, during the period ending three years after the date of the Optionee's death, to exercise the Optionee's Option (A) in full, without regard to any installment exercise provisions, to the extent that it shall not have been exercised, if the Optionee shall have died while in the employ of the Company or its Subsidiaries or within three years after termination of employment where such termination occurred either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, or (B), to the extent that it was exercisable at the date of the Optionee's death and shall not have been exercised, if the Optionee shall have died within three months after termination of employment where such termination did not occur by reason of either retirement or permanent total disability or within two years following a Change of Control of the Company, subject, however, to the provisions of Section 5.4 hereof. (e) No transfer of an Option by the Optionee by a will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Option. 8 (f) The foregoing notwithstanding, the Committee may elect, in its sole discretion, to make grants of Options which have provisions regarding the effect of death or other termination of employment which are different than those set forth in paragraphs (a) through (d) of this Section 5.7, provided that such provisions do not materially increase the benefits that would otherwise accrue to an Optionee under paragraphs (a) through (d) of Section 5.7. Sec. 5.8 RIGHTS AS STOCKHOLDER --------------------- An Optionee or a transferee of an Option shall have no rights as a stockholder with respect to any shares subject to such Option prior to the purchase of such shares by exercise of such Option as provided herein. ARTICLE VI AWARDS Sec. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT ------------------------------------------ The Committee may grant Awards of Restricted Stock to Awardees. No Awards may be made during any fiscal year unless, for the preceding fiscal year, Return on Average Shareholders' Equity exceeded the Ten Year Treasury Yield by more than three percentage points. Each Award granted hereunder must be granted within ten years from the effective date of the Plan and shall be evidenced by minutes of a meeting or the written consent of the Committee. The Committee shall from time to time establish various Award grade levels which shall set forth the maximum number of shares which may be awarded annually to each Eligible Employee in each grade level. The Committee shall have the sole discretion and authority to make an Award to an Eligible Employee of less than the maximum number of shares applicable to his assigned grade level or to make no Award at all to any such Eligible Employee. In no event shall the total number of shares of Restricted Stock awarded to an Eligible Employee in any fiscal year exceed 15,000. The Awardee shall be entitled to receive the Stock subject to such Award only if the Company and the Awardee, within 30 days after the date of the Award, enter into a written Restricted Stock Agreement dated as of the date of the Award, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 6.2 CONSIDERATION FOR ISSUANCE -------------------------- No shares of Restricted Stock shall be issued to an Awardee hereunder unless and until the Committee shall have determined that consideration has been received by the Company, in the form of labor performed for or services actually rendered to the Company by the Awardee, having a fair value of not less than the then fair market value of a like number of shares of Stock subject to all of the herein provided conditions and restrictions applicable to Restricted Stock, but in no event less than the par value of such shares. 9 Sec. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER -------------------------------------- Each share of Stock received pursuant to each Restricted Stock Agreement shall be subject to acquisition by Fluor Corporation, and may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares of Stock represented by the Restricted Stock Agreement shall be held in book entry form with the Company's transfer agent until the restrictions lapse in accordance with the conditions established by the Committee pursuant to Section 6.4 hereof, or until the shares of stock are forfeited pursuant to paragraph (c) of this Section 6.3. Notwithstanding the foregoing, the Awardee may request that, prior to the lapse of the restrictions or forfeiture of the shares, certificates evidencing such shares be issued in his name and delivered to him, and each such certificate shall bear the following legend: "The shares of Fluor Corporation common stock evidenced by this certificate are subject to acquisition by Fluor Corporation, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Agreement by and between Fluor Corporation and the registered owner of such shares." (b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Section 6.3. (c) Unless the Committee in its discretion determines otherwise, upon an Awardee's termination of employment for any reason, all of the Awardee's Restricted Stock remaining subject to restriction shall be acquired by the Company effective as of the date of such termination of employment. Upon the occurrence or non-occurence of such other events as shall be determined by the Committee and specified in the Awardee's Restricted Stock Agreement relating to any such Restricted Stock, all of such Restricted Stock remaining subject to restriction shall be acquired by the Company upon the occurrence or non-occurrence of such event. Sec. 6.4 LAPSE OF RESTRICTIONS --------------------- The restrictions imposed upon Restricted Stock under Section 6.3 above will lapse in accordance with such conditions as are determined by the Committee and set forth in the Restricted Stock Agreement. Sec. 6.5 RIGHTS AS STOCKHOLDER --------------------- Subject to the provisions of Section 6.3 hereof, upon the issuance to the Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of a stockholder with respect to 10 such Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. ARTICLE VII STOCK CERTIFICATES Sec. 7.1 STOCK CERTIFICATES ------------------ The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder or any portion thereof, or received as Restricted Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to fulfillment of all of the following conditions: (a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed; (b) the completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall in its sole discretion deem necessary or advisable; (c) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the exercise of the Option or the execution of the Restricted Stock Agreement as the Committee from time to time may establish for reasons of administrative convenience. ARTICLE VIII GRANT AND EXERCISE OF RIGHTS Sec. 8.1 RIGHTS GRANTS AND AGREEMENTS ---------------------------- The Committee may approve the grant of Rights related or unrelated to Options, subject to the following terms and conditions: (a) A Stock Appreciation Right may be granted: (i) at any time if unrelated to an Option; (ii) only at the time of grant if related to an Option. (b) A Stock Appreciation Right grant in connection with an Option will entitle the holder of the related Option, upon exercise of the Stock Appreciation Right, to 11 surrender such Option, or any portion thereof to the extent unexercised, with respect to the number of shares as to which such Stock Appreciation Right is exercised, and to receive payment of an amount computed pursuant to Sec. 8.1(d). Such Option will, to the extent surrendered, then cease to be exercisable. (c) Subject to Section 8.1(g), a Stock Appreciation Right granted in connection with an Option hereunder will be exercisable at such time or times, and only to the extent that a related Option is exercisable, and will not be transferable except to the extent that such related Option may be transferable. (d) Upon the exercise of a Stock Appreciation Right related to an Option, the holder will be entitled to receive payment of an amount determined by multiplying: (i) The difference obtained by subtracting the purchase price of a share of Stock specified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of such Stock Appreciation Right, by (ii) The number of shares as to which such Stock Appreciation Right has been exercised. (e) The Committee may grant Stock Appreciation Rights unrelated to Options. Section 8.1(d) shall be used to determine the amount payable at exercise under such Stock Appreciation Right except that, in lieu of the price specified in the related option, the initial share value specified in the award, which may not be less than the Fair Market Value on the date of the award, shall be used. (f) Payment of the amount determined under Section 8.1(d) or (e) may be made solely in whole shares of Stock in a number determined at their Fair Market Value on the date of exercise of the Stock Appreciation Right or, alternatively, at the sole discretion of the Committee, solely in cash or in a combination of cash and shares as the Committee deems advisable. If the Committee decides to make full payment in shares of Stock, and the amount payable results in a fractional share, payment for the fractional share will be made in cash. Notwithstanding the foregoing, payment of the amount determined under Section 8.1(d) or (e) shall be made solely in cash if the Awardee is an "officer" of the Company for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). (g) The Committee may, at the time a Stock Appreciation Right is granted, impose such conditions on the exercise of the Stock Appreciation Right as may be required to satisfy the requirements of Rule 16b-3 of the Exchange Act (or any other comparable provisions in effect at the time or times in question). Without limiting the generality of the foregoing, the Committee may determine that a Stock Appreciation Right may be exercised only during the period beginning on the third 12 business day and ending on the twelfth business day following the publication of the Company's quarterly and annual summarized financial data. (h) The date of the grant shall be the date of such Committee action. Each grant shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Stock Appreciation Rights Agreement dated as of the date of the grant and executed by the Grantee and the Company, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 8.2 RIGHTS PERIOD ------------- The period for the exercise of each Right granted hereunder shall be determined by the Committee, but in no instance shall such period exceed ten years from the date of grant. Sec. 8.3 RIGHTS EXERCISE --------------- (a) Rights granted hereunder may not be exercised unless and until the Grantee shall have been or remained in the employ of the Company or its Subsidiaries for one year from and after the date of grant of such Rights, except as otherwise provided in Section 8.5 hereof. (b) Rights granted hereunder may be exercised with respect to whole Rights only, in such number as determined by the Committee, and shall be exercised by written notice of intent to exercise with respect to a specified number of Rights delivered to the Company at its principal office in the State of California. Sec. 8.4 NONTRANSFERABILITY OF RIGHTS ---------------------------- No Rights granted hereunder shall be transferred by a Grantee otherwise than by a will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA. During the lifetime of a Grantee, such Rights shall be exercisable only by him. Sec. 8.5 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT --------------------------------------------------- (a) If, prior to a date one year from the date on which Rights shall have been granted, the Grantee's employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Grantee, the Grantee's right to exercise such Rights shall terminate and all rights thereunder shall cease; provided, however, that if the Grantee shall die, retire, or become permanently and totally disabled, as determined in accordance with applicable Company personnel policies, or if the Grantee's employment with the Company or its Subsidiaries shall be terminated within two years after a Change of Control of 13 the Company and such termination occurs prior to a date one year from the date on which such Rights shall have been granted, such Rights shall become exercisable in full on the date of such death or disability. (b) If, on or after one year from the date on which Rights shall have been granted, a Grantee's employment with the Company or its Subsidiaries shall be terminated for any reason other than death, retirement or permanent total disability, or within two years following a Change of Control of the Company, the Grantee shall have the right, during the period ending three months after such termination, to exercise such Rights to the extent that they were exercisable at the date of such termination and shall not have been exercised, subject, however, to the provisions of Section 8.2 hereof. (c) Upon termination of a Grantee's employment with the Company or its Subsidiaries by reason of retirement or permanent total disability, as determined in accordance with applicable Company personnel policies, or within two years following a Change of Control of the Company, such Grantee shall have the right, during the period ending three years after such termination, to exercise his Rights in full, without regard to any installment exercise provisions, to the extent that they shall not have been exercised, subject, however, to the provisions of Section 8.2 hereof. (d) If a Grantee shall die (i) while in the employ of the Company or its Subsidiaries, or (ii) within three months after termination of employment where such termination did not occur either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, or (iii) within three years after termination of employment where such termination occurred either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, the executor or administrator of the estate of the decedent or the person or persons to whom Rights granted hereunder shall have been validly transferred by the executor or the administrator pursuant to a will or the laws of descent and distribution shall have the right, during the period ending three years after the date of the Grantee's death, to exercise the Grantee's Rights (A) in full, without regard to any installment exercise provisions, to the extent that they shall not have been exercised, if the Grantee shall have died while in the employ of the Company or its Subsidiaries or within three years after termination of employment where such termination occurred either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, or (B) to the extent that they were exercisable at the date of the Grantee's death and shall not have been exercised, if the Grantee shall have died within three months after termination of employment where such termination did not occur by reason of either retirement or permanent total disability or within two years following a Change of Control of the Company, subject, however, to the provisions of Section 8.2 hereof. 14 (e) No transfer of Rights by a Grantee by a will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Rights. (f) The foregoing notwithstanding, the Committee may elect, in its sole discretion, to make grants of Rights which have provisions regarding the effect of death or other termination of employment which are different than those set forth in paragraphs (a) through (d) of this Section 8.5, provided that such provisions do not materially increase the benefits that would otherwise accrue to a Grantee under paragraphs (a) through (d) of Section 8.5. Sec. 8.6 NO RIGHTS AS STOCKHOLDER ------------------------ Nothing herein contained shall be deemed to give any Grantee any rights as a stockholder of the Company. ARTICLE IX STOCK PAYMENT Sec. 9.1 STOCK PAYMENT ------------- The Committee may approve payments of Stock to any Eligible Employee for all or any portion of the compensation (other than base salary) that would otherwise become payable to such Eligible Employee in cash. ARTICLE X TERMINATION, AMENDMENT AND MODIFICATION OF PLAN Sec. 10.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN ----------------------------------------------- The Board may at any time, upon recommendation of the Committee, terminate, and may at any time and from time to time and in any respect amend or modify, the Plan, provided, however, that no such action of the Board without approval of the stockholders of the Company may: (a) increase the total number of shares of Stock subject to the Plan except as contemplated in Section 11.1 hereof; (b) materially increase the benefits accruing to participants under the Plan; (c) withdraw the administration of the Plan from the Committee; or 15 (d) permit any person while a member of the Committee to be eligible to receive an Option, Right or Restricted Stock under the Plan; and provided further, that no termination, amendment or modification of the Plan shall in any manner affect any Stock Option Agreement, Restricted Stock Agreement or Stock Appreciation Rights Agreement theretofore executed pursuant to the Plan without the consent of such Optionee, Awardee or Grantee. ARTICLE XI MISCELLANEOUS Sec. 11.1 ADJUSTMENT PROVISIONS --------------------- (a) Subject to Section 11.1(b) below, if the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Section 2.4, (ii) the number and kind of shares or other securities subject to the outstanding Options, Awards and Grants, and (iii) the price for each share or other unit of any other securities subject to outstanding Options or Grants without change in the aggregate purchase price or value as to which such Options or Grants remain exercisable. (b) Adjustments under Section 11.1(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments. Sec. 11.2 CONTINUATION OF EMPLOYMENT -------------------------- Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Eligible Employee any right to continue in the employ of the Company or any Subsidiary or affect the right of the Company or any Subsidiary to terminate the employment of any Eligible Employee at any time with or without cause. Sec. 11.3 COMPLIANCE WITH GOVERNMENT REGULATIONS -------------------------------------- No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules, and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Stock pursuant 16 hereto, the Company may require the employee to take any reasonable action to comply with such requirements. Sec. 11.4 PRIVILEGES OF STOCK OWNERSHIP ----------------------------- No employee and no beneficiary or other person claiming under or through such employee will have any right, title, or interest in or to any shares of Stock allocated or reserved under the Plan or subject to any Option, Right or Award except as to such shares of Stock, if any, that have been issued to such employee. Sec. 11.5 WITHHOLDING ----------- The Company may make such provisions as it deems appropriate to withhold any taxes the Company determines it is required to withhold in connection with any Option, Award or Right. The Company may require the employee to satisfy any relevant tax requirements before authorizing any issuance of Stock to the employee. Such settlement may be made in cash or Stock. Sec. 11.6 NONTRANSFERABILITY ------------------ An Option, Award or Right may be exercised during the life of the employee solely by the employee or the employee's duly appointed guardian or personal representative. No Option, Award or Right and no other right under the Plan, contingent or otherwise, will be assignable or subject to any encumbrance, pledge, or charge of any nature. Sec. 11.7 OTHER COMPENSATION PLANS ------------------------ The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any Subsidiary. Sec. 11.8 PLAN BINDING ON SUCCESSORS -------------------------- The Plan shall be binding upon the successors and assigns of the Company. Sec. 11.9 SINGULAR, PLURAL; GENDER ------------------------ Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. 17 Sec. 11.10 HEADINGS, ETC., NO PART OF PLAN ------------------------------- Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. 18 EX-10.15 5 FLUOR SPECIAL EXEC INCENTIVE PLAN EXHIBIT 10.15 FLUOR SPECIAL EXECUTIVE INCENTIVE PLAN As Amended and Restated Effective December 6, 1994 ARTICLE I DEFINITIONS Sec. 1.1 DEFINITIONS ----------- As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly, indicates to the contrary: (a) "Awards" shall mean Long-Term Incentive Awards, Performance Incentive Awards and Restricted Unit Awards as provided herein. (b) "Board" shall mean the Board of Directors of the Company. (c) "Change of Control" of the Company shall be deemed to have occurred if, (i) a third person, including a 'group' as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Company having twenty-five percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company. (d) "Committee" shall mean the Organization and Compensation Committee of the Board. (e) "Company" shall mean Fluor Corporation. (f) "Eligible Employee" shall mean an employee who is an officer of the Company or any Subsidiary or who is a member of the Executive Management Team of the Company and its Subsidiaries. (g) "Executive Management Team" shall mean those employees who, at the time of the making of an Award hereunder, have been determined to be eligible to participate in the Fluor Corporation and Subsidiaries Executive Incentive Compensation Program or in other similar management incentive compensation programs of the Company or a Subsidiary. (h) "Fair Market Value" shall mean the average of the highest price and the lowest price per share at which the Stock is sold in the regular way on the New York Stock Exchange on the day such value is to be determined hereunder or, in the absence of any reported sales on such day, the first preceding day on which there were such sales. 1 (i) "Grantee" shall mean an Eligible Employee to whom Awards have been granted hereunder. (j) "Long-Term Incentive Award" shall mean amounts awarded pursuant to Article V hereof. (k) "Performance Incentive Award" shall mean amounts awarded pursuant to Article VI hereof. (l) "Plan" shall mean the Fluor Special Executive Incentive Plan, the terms of which are set forth herein. (m) "Restricted Unit Award" shall mean amounts awarded pursuant to Article VII hereof. (n) "Return on Average Shareholders' Equity" shall mean, for any fiscal year, the percentage amount reported as "Return on Average Shareholders Equity" in the "Highlights" section of the Company's Annual Report to Stockholders for such fiscal year. (o) "Stock" shall mean the common stock of the Company or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities. (p) "Subsidiary" shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly or indirectly, by the Company. (q) "Ten Year Treasury Yield" shall mean, for any fiscal period, the daily average percent per annum yield for U. S. Government Securities - 10 year Treasury constant maturities, as published in the Federal Reserve statistical release or any successor publication. ARTICLE II THE PLAN Sec. 2.1 NAME ---- This plan shall be known as the "Fluor Special Executive Incentive Plan". Sec. 2.2 PURPOSE ------- The purpose of the Plan is to advance the interests of the Company and its shareholders by providing Eligible Employees who can directly and significantly influence the profits of the 2 Company and therefore the market value of its Stock with two forms of cash incentive compensation (Long-Term Incentive Awards and Performance Incentive Awards) which are based upon the attainment of specified performance objectives and with another form of cash compensation (Restricted Unit Awards) which is designed to compensate for the income and employment tax withholding arising from the lapse of restrictions on shares of restricted stock granted to such Eligible Employees. Restricted Unit Awards are intended to encourage executive stock ownership by eliminating the need to dispose of a portion of any newly vested restricted shares to pay the withholding amounts. Sec. 2.3 EFFECTIVE DATE AND DURATION --------------------------- The Plan shall become effective as of April 27, 1987. The Awards granted hereunder must be awarded on or before October 31, 1999. ARTICLE III PARTICIPANTS Sec. 3.1 ELIGIBILITY ----------- Any Eligible Employee of the Company or its Subsidiaries shall be eligible to participate in the Plan; provided, however, that no member of the Committee shall be eligible to participate. ARTICLE IV ADMINISTRATION Sec. 4.1 DUTIES AND POWERS OF COMMITTEE ------------------------------ The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have sole discretion and authority to determine from among Eligible Employees those to whom and the time or times at which Awards may be granted, the amount of such Awards and the terms and conditions upon which such Awards shall become earned and payable. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable in the administration of the Plan. Sec. 4.2 MAJORITY RULE ------------- A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee. 3 Sec. 4.3 COMPANY ASSISTANCE ------------------ The Company shall supply full and timely information to the Committee on all matters relating to eligible employees, their employment, death, retirement, disability or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. ARTICLE V LONG-TERM INCENTIVE AWARDS Sec. 5.1 LONG-TERM INCENTIVE AWARD GRANT AND AGREEMENT --------------------------------------------- Each Long-Term Incentive Award made hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Agreement dated as of the date of grant and executed by the Company and the Grantee which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 5.2 DETERMINATION OF LONG-TERM INCENTIVE AWARDS ------------------------------------------- In advance of the granting each Long-Term Incentive Award hereunder the Committee shall: (a) Establish the specific threshold, target and maximum earnings level (which may be characterized either in terms of net earnings or earnings excluding certain items such as interest, taxes, depreciation or amortization) which must be attained over a three fiscal year period in order for such Award (or portion thereof) to become earned by the Grantee and payable by the Company; and (b) Establish a graded series of Award levels which shall designate the amount to be paid to Grantees at each such level if either the threshold, target or maximum earnings level is achieved, and assign an Award grade level for each Grantee. If the threshold target is not achieved, no Award will be payable to the Grantee. If the maximum target or more is achieved, then the Award shall be the maximum Award amount for the Grantee's grade level. If an earnings amount between the threshold and target earnings level is achieved, then the amount of the Award shall be corresponding prorata amount between the threshold Award amount and the target Award amount. If an earnings amount between the target level and maximum earnings level is achieved, then the amount of the Award shall be the corresponding prorata amount between the target Award amount and the maximum Award amount. The maximum amount of any Award shall be $600,000.00. 4 Sec. 5.3 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT -------------------------------------------------- If, prior to the date on which any Long-Term Incentive Award becomes earned and payable, the Grantee's employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Grantee, then the Grantee's rights with respect to that portion of the Long-Term Incentive Award which has not been earned as of the date of such termination shall immediately terminate and all rights thereunder shall cease; provided, however, that if such termination of employment shall occur as a result of the Grantee's death or permanent and total disability, as determined in accordance with applicable Company personnel policies, or if the Grantee's employment with the Company or its Subsidiaries shall be terminated within two years after a Change of Control of the Company and such termination occurs prior to a date on which a Long-Term Incentive Award would have become earned and payable, such Award shall become earned and payable in accordance with its original terms and conditions notwithstanding such termination. ARTICLE VI PERFORMANCE INCENTIVE AWARDS Sec. 6.1 PERFORMANCE INCENTIVE AWARD GRANT AND AGREEMENT ----------------------------------------------- Each Award made hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Agreement dated as of the date of grant and executed by the Company and the Grantee which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 6.2 CONDITIONS OF PERFORMANCE INCENTIVE AWARDS ------------------------------------------ In granting each Performance Incentive Award hereunder the Committee shall: (a) Establish minimum, target and maximum amounts which may become earned by the Grantee and payable by the Company; and (b) Establish the period over which the performance of the Grantee and that of his operating unit will be measured, as well as the period for which the Grantee must remain in the employ of the Company or its subsidiaries in order for it to subsequently become earned by the Employee and payable by the Company. Sec. 6.3 AMOUNT OF AWARD --------------- The amount of the Award shall be determined by the Company in its sole discretion based upon its evaluation of the Grantee's performance and that of his operating unit during the performance period established by the Committee. 5 Sec. 6.4 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT -------------------------------------------------- If, prior to the date on which any Incentive Award becomes earned and payable, the Grantee's employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Grantee, then the Grantee's rights with respect to that portion of the Award which has not been earned as of the date of such termination shall immediately terminate and all rights thereunder shall cease; provided, however, that if such termination of employment shall occur as a result of the Grantee's death or permanent and total disability, as determined in accordance with applicable Company personnel policies, or if the Grantee's employment with the Company or its Subsidiaries shall be terminated within two years after a Change of Control of the Company and such termination occurs prior to a date on which an Award would have become earned and payable, such Award shall become earned and payable in accordance with its original terms and conditions notwithstanding such termination. ARTICLE VII RESTRICTED UNIT AWARDS Sec. 7.1 RESTRICTED UNIT AWARD GRANT AND AGREEMENT ----------------------------------------- Each Restricted Unit Award granted hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Agreement dated as of the date of grant and executed by the Company and the Grantee, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. A Restricted Unit Award of Restricted Units may only be made in connection with an Award of Restricted Stock pursuant to the 1988 Fluor Executive Stock Plan. No Awards of Restricted Units may be made during any fiscal year unless, for the preceding fiscal year, Return on Average Shareholders' Equity exceeded the Ten Year Treasury Yield by more than three percentage points. Sec. 7.2 DETERMINATION OF AWARD AMOUNT ---------------------- In advance of the granting of each Restricted Unit Award hereunder the Committee shall: (a) Establish various Award grade levels (which levels shall be the same as those established by the Committee for concurrent Awards of Restricted Stock made pursuant to the 1988 Fluor Executive Stock Plan) that shall designate the maximum number of Restricted Units which may be awarded annually to a Grantee in each Award grade level. The number of Restricted Units for each Award grade level shall be calculated by reference to the applicable federal and state income and employment withholding tax rates; and (b) Assign an Award grade level for each Grantee which shall correspond to the Award grade level assigned to such Grantee in connection with the concurrent granting to him of Restricted Stock pursuant to the 1988 Fluor Executive Stock 6 Plan. The Committee shall have the sole discretion and authority to make an Award of less than the maximum number of Units for a Grantee's assigned grade level or to make no Award at all to such Eligible Employee. In no event shall the total number of Restricted Units granted to any Eligible Employee in any fiscal year exceed 10,000. Sec. 7.3 AWARD TERMS AND CONDITIONS -------------------------- Each Restricted Unit shall have a value equal to the Fair Market Value on the date that such Award, or portion thereof, becomes earned and payable. Each award shall become earned and payable in ten equal increments on each of the ten succeeding anniversary dates following the date of the Award, or upon such other terms and conditions as may be determined by the Committee. The proceeds of each Award shall be applied in payment of applicable federal and state income and employment withholding taxes arising from the lapse of restrictions on the related restricted stock and from such Award (or portion thereof) becoming earned and payable, with the balance, if any, to be remitted to the Grantee. If the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in the number of Restricted Units subject to outstanding Awards. Such adjustments will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. Sec. 7.4 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT -------------------------------------------------- Except as otherwise established by the Committee in determining the terms and conditions of a particular Restricted Units Award, if, prior to the date on which the Restricted Units, or any portion thereof becomes earned and payable, the Grantee's employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Grantee, then the Grantee's rights with respect to that portion of the Award which has not been earned as of the date of such termination shall immediately terminate and all rights thereunder shall cease. ARTICLE VIII TERMINATION, AMENDMENT AND MODIFICATION OF PLAN Sec. 8.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN ----------------------------------------------- The Board may at any time, upon recommendation of the Committee, terminate, and may at any time and from time to time and in any respect amend or modify, the Plan; provided, 7 however, that no termination, amendment or modification of the Plan shall in any manner affect any Awards theretofore granted under the Plan without the consent of the Grantee. ARTICLE IX MISCELLANEOUS Sec. 9.1 NONTRANSFERABILITY OF AWARDS ---------------------------- No Awards granted hereunder shall be transferred by a Grantee otherwise than by will or the laws of descent and distribution. During the lifetime of a Grantee, such Awards shall be payable only to the Grantee. Sec. 9.2 EMPLOYMENT ---------- Nothing in the Plan or in any Awards granted hereunder shall confer upon any employee the right to continue in the employ of the Company or any Subsidiary. Sec. 9.3 OTHER COMPENSATION PLANS ------------------------ The adoption of the Plan shall not affect any stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any Subsidiary. Sec. 9.4 PLAN BINDING ON SUCCESSORS -------------------------- The Plan shall be binding upon the successors and assigns of the Company. Sec. 9.5 SINGULAR, PLURAL GENDER ----------------------- Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. Sec. 9.6 HEADINGS, ETC., NOT PART OF PLAN -------------------------------- Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. 8 EX-10.18 6 DIRECTORS ACHIEVEMENT AWARD PROGRAM EXHIBIT 10.18 DIRECTORS' ACHIEVEMENT AWARD PROGRAM Adopted as of December 6, 1994 ARTICLE I DEFINITIONS Sec. 1.1 DEFINITIONS ----------- As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly, indicates to the contrary: (a) "Awards" shall mean amounts awarded pursuant to Article V hereof. (b) "Board" shall mean the Board of Directors of the Company. (c) "Change of Control" of the Company shall be deemed to have occurred if, (i) a third person, including a 'group' as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Company having twenty-five percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company. 1 (d) "Committee" shall mean the Organization and Compensation Committee of the Board. (e) "Company" shall mean Fluor Corporation. (f) "Eligible Employee" shall mean an employee who is a member of the Company's leadership team as determined from time to time by the Chief Executive Officer of the Company. (g) "Grantee" shall mean an Eligible Employee to whom Awards have been granted hereunder. (h) "Incentive Plan" shall mean the Fluor Special Executive Incentive Plan. (i) "Plan" shall mean the Directors' Achievement Award Program, the terms of which are set forth herein. (j) "Subsidiary" shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly or indirectly, by the Company. 2 (k) "Stock Plan" shall mean the 1988 Executive Stock Plan and any successor stock plan which is adopted by the Board and approved by a vote of the shareholders of the Company. ARTICLE II THE PLAN Sec. 2.1 NAME ---- This plan shall be known as the "Directors' Achievement Award Program". Sec. 2.2 PURPOSE ------- The purpose of the Plan is to advance the interests of the Company and its shareholders by providing Eligible Employees who can directly and significantly influence the profits of the Company and therefore the market value of its Stock with a form of cash incentive compensation ("Awards") which becomes payable upon the attainment of specified performance objectives. As part of the program, Eligible Employees may also be granted shares of restricted stock under the Stock Plan, related restricted units under the Incentive Plan, and stock options under the Stock Plan, all on such terms and conditions as the Committee shall determine. Sec. 2.3 EFFECTIVE DATE AND DURATION --------------------------- The Plan shall become effective as of December 6, 1994. The Awards granted hereunder must be awarded on or before October 31, 2000. 3 ARTICLE III PARTICIPANTS Sec. 3.1 ELIGIBILITY ----------- Any Eligible Employee of the Company or its Subsidiaries shall be eligible to participate in the Plan; provided, however, that no member of the Committee shall be eligible to participate. ARTICLE IV ADMINISTRATION Sec. 4.1 DUTIES AND POWERS OF COMMITTEE ------------------------------ The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have sole discretion and authority to determine from among Eligible Employees those to whom and the time or times at which Awards may be granted, the amount of such Awards and the terms and conditions upon which such Awards shall become earned and payable. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable in the administration of the Plan. Sec. 4.2 MAJORITY RULE ------------- A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without 4 a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee. Sec. 4.3 COMPANY ASSISTANCE ------------------ The Company shall supply full and timely information to the Committee on all matters relating to eligible employees, their employment, death, retirement, disability or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. ARTICLE V AWARDS Sec. 5.1 AWARD GRANT AND AGREEMENT ------------------------- Each Award to be made hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Agreement dated as of the date of grant and executed by the Company and the Grantee which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 5.2 DETERMINATION OF AWARDS ------------------------ In advance of the granting each Award hereunder the Committee shall: 5 (a) Establish the specific earnings level or levels (which may be characterized either in terms of net earnings or earnings excluding certain items such as interest, taxes, depreciation or amortization) which must be attained within a specified period in order for such Award (or portion thereof) to become earned by the Grantee and payable by the Company; and (b) Establish a graded series of Award levels which shall designate the amount to be paid to Grantees at each such level if the earnings level is achieved during the specified period, and assign an Award grade level for each Grantee. If the earnings level is not achieved during the specified period, no Award will be payable to the Grantee. In the event of a reduction in a Grantee's responsibilities subsequent to the grant of an Award, the Committee shall have sole discretion and authority at any time prior to the earning of the Award to reduce such Grantee's assigned Award grade level or to discontinue such Grantee's further participation in such Award. In the event of any such reduction or discontinuance, the amount of the Eligible Employee's Award shall be adjusted proportionately based on the number of months during the specified period that the Eligible Employee is assigned by the Committee to each of the various Award Levels, and to reflect the portion of the specified period that the Grantee's participation in the Award has been discontinued. The maximum amount of any Award shall be $2,500,000. 6 Sec. 5.3 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT -------------------------------------------------- Except as otherwise established by the Committee in determining the terms and conditions of a particular Award, if, prior to the date on which an Award (or applicable portion thereof) becomes earned and payable, the Grantee's employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Grantee, then the Grantee's rights with respect to any Award which has not become earned and payable as of the date of such termination shall immediately terminate and all rights thereunder shall cease. ARTICLE VI TERMINATION, AMENDMENT AND MODIFICATION OF PLAN Sec. 6.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN ----------------------------------------------- The Board may at any time, upon recommendation of the Committee, terminate, and may at any time and from time to time and in any respect amend or modify, the Plan; provided, however, that except as otherwise provided herein, no termination, amendment or modification of the Plan shall in any manner affect any Awards theretofore granted under the Plan without the consent of the Grantee. 7 ARTICLE VII MISCELLANEOUS Sec. 7.1 NONTRANSFERABILITY OF AWARDS ---------------------------- No Awards granted hereunder shall be transferred by a Grantee otherwise than by will or the laws of descent and distribution. During the lifetime of a Grantee, such Awards shall be payable only to the Grantee. Sec. 7.2 EMPLOYMENT ---------- Nothing in the Plan or in any Awards granted hereunder shall confer upon any employee the right to continue in the employ of the Company or any Subsidiary. Sec. 7.3 OTHER COMPENSATION PLANS ------------------------ The adoption of the Plan shall not affect any stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any Subsidiary. Sec. 7.4 PLAN BINDING ON SUCCESSORS -------------------------- The Plan shall be binding upon the successors and assigns of the Company. 8 Sec. 7.5 SINGULAR, PLURAL GENDER ----------------------- Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. Sec. 7.6 HEADINGS, ETC., NOT PART OF PLAN -------------------------------- Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. 9 EX-13 7 FLUOR 1995 ANNUAL REPORT EXHIBIT 13 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. In 1995, revenues included $1.5 billion from subsidiaries of Shell Oil Company related primarily to two projects that were awarded in 1993. 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 which is net of related liabilities. Corporate assets are principally cash and cash equivalents, marketable securities, nontrade receivables and in 1993 include $172.8 million related to discontinued operations. Engineering services for international projects are often performed within the United States or 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. OPERATIONS BY BUSINESS SEGMENT
Revenues Operating Profit $ in millions 1995 1994 1993 1995 1994 1993 - ------------------------------------------------------------------------------------------------- ------------------------------ Engineering and Construction $ 8,451.6 $ 7,717.6 $ 7,133.6 $ 286.0 $ 259.1 $ 220.6 Coal 849.8 767.7 716.6 111.0 95.2 70.7 ------------------------------- ------------------------------ $ 9,301.4 $ 8,485.3 $ 7,850.2 $ 397.0 $ 354.3 $ 291.3 =============================== ==============================
Depreciation, Depletion Identifiable Assets Capital Expenditures and Amortization $ in millions 1995 1994 1993 1995 1994 1993 1995 1994 1993 - -------------------------------------------------------- -------------------------------- -------------------------------- Engineering and Construction $ 1,572.6 $ 1,288.5 $ 1,144.7 $ 137.1 $ 72.5 $ 60.6 $ 62.9 $ 47.1 $ 52.5 Coal 1,191.2 1,076.5 926.3 181.8 228.8 110.9 83.7 66.8 58.8 Corporate 465.1 459.8 517.9 - - - 0.4 0.4 0.5 -------------------------------- -------------------------------- -------------------------------- $ 3,228.9 $ 2,824.8 $ 2,588.9 $ 318.9 $ 301.3 $ 171.5 $ 147.0 $ 114.3 $ 111.8 ================================ ================================ ================================
OPERATIONS BY GEOGRAPHIC AREA
Revenues Operating Profit Identifiable Assets $ in millions 1995 1994 1993 1995 1994 1993 1995 1994 1993 - -------------------------------------------------------- -------------------------------- --------------------------------- United States $ 5,814.5 $ 6,100.3 $ 5,628.1 $ 297.4 $ 284.9 $ 237.8 $ 2,764.2 $ 2,463.1 $ 2,262.2 Europe 1,637.2 1,166.4 994.2 27.7 23.5 15.6 204.3 147.5 127.6 Central and South America 801.2 197.8 144.4 9.6 14.9 6.2 92.3 41.9 31.1 Asia Pacific 780.0 673.2 422.4 49.4 12.8 13.8 84.2 107.5 69.7 Canada 238.0 258.0 225.8 5.7 12.1 9.2 62.5 44.6 65.5 Middle East 29.6 89.1 434.5 5.0 2.4 2.1 21.1 20.1 32.7 Other 0.9 0.5 0.8 2.2 3.7 6.6 0.3 0.1 0.1 -------------------------------- -------------------------------- --------------------------------- $ 9,301.4 $ 8,485.3 $ 7,850.2 $ 397.0 $ 354.3 $ 291.3 $ 3,228.9 $ 2,824.8 $ 2,588.9 ================================ ================================ =================================
- --------------- Included in United States revenues are export sales to unaffiliated customers of $679.6 million in 1995, $857.1 million in 1994 and $1,090.3 million in 1993. The following table reconciles business segment operating profit with the earnings before taxes:
$ in millions 1995 1994 1993 - ----------------------------------------------------------------------------- Operating profit $ 397.0 $ 354.3 $ 291.3 Interest income, net 19.5 4.7 0.1 Corporate administrative and general expense (48.6) (47.9) (43.7) Other items, net (5.7) (7.8) (5.5) ---------------------------------------- Earnings before taxes $ 362.2 $ 303.3 $ 242.2 ========================================
Fluor 49 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: Corporate Secretary Fluor Corporation 3333 Michelson Drive Irvine, California 92730 (714) 975-2000 REGISTRAR AND TRANSFER AGENT Chemical Mellon Shareholder Services, L.L.C. 300 S. Grand Avenue 4th Floor Los Angeles, California 90071 and Chemical Mellon Shareholder Services, L.L.C. 85 Challenger Road Overpeck Centre Ridgefield Park, New Jersey 07660 For change of address, lost dividends, or lost stock certificates, write or telephone: Chemical Mellon Shareholder Services, L.L.C. P. O. Box 590 Ridgefield Park, New Jersey 07660 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 about February 1. Fluor's annual meeting of stockholders will be held at 9:00 a.m. on March 12, 1996, at the Fluor Daniel offices, 100 Fluor Daniel Drive, Greenville, South Carolina. 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. COMMON STOCK INFORMATION At December 31, 1995, there were 83,395,916 shares outstanding and approximately 15,000 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 Report System. COMMON STOCK AND DIVIDEND INFORMATION
Dividends Price Range per Share High Low - ---------------------------------------------------------- Fiscal 1995 First Quarter $ 0.15 $ 50 3/4 $ 41 1/4 Second Quarter 0.15 52 1/4 45 1/2 Third Quarter 0.15 59 1/2 49 1/8 Fourth Quarter 0.15 59 1/2 54 3/8 ------ $ 0.60 Fiscal 1994 First Quarter $ 0.13 $ 45 7/8 $ 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 1/8 46 3/8 ------ $ 0.52
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 also may be made in additional Fluor shares ranging from a minimum of $100 per month to a maximum of $10,000 per quarter. For details on the Plan, contact Fluor's agent, Chemical Mellon Shareholder Services, L.L.C. (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 Mellon Shareholder Services, L.L.C. 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 COMPANY CONTACTS Shareholders may call (800)854-0441 Stockholder Services: Lawrence N. Fisher (714)975-6961 Investor Relations: Lila J. Churney (714)975-3909 Fluor's investor relations activities are dedicated to providing investors with complete and timely information. All investor questions are welcome. [PHOTO OF LILA J. CHURNEY] Design: Dula Gerrie Design Photography: Walter Urie Illustrations: Kevin Sprouls, Mark McIntosh Lithography: Lithographics, Inc. [RECYCLE LOGO] This Annual Report was printed on recycled paper. SELECTED FINANCIAL DATA
In millions, except per share amounts 1995 1994 1993 1992 1991 1990 1989 1988 - ----------------------------------------------------------------------------------------------------------------------------- CONSOLIDATED OPERATING RESULTS Revenues $ 9,301.4 $ 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 362.2 303.3 242.2 215.4 228.4 153.6 135.6 62.0 Earnings from continuing operations, net 231.8 192.4 166.8 135.3 153.1 119.4 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 231.8 192.4 166.8 5.8 164.1 154.6 112.7 60.2 Earnings per share Continuing operations 2.78 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 $ 2.78 $ 2.32 $ 2.03 $ 0.07 $ 2.01 $ 1.90 $ 1.40 $ 0.75 Return on average shareholders' equity 17.6% 17.1% 17.4% 0.6% 20.2% 23.3% 21.5% 14.2% Cash dividends per common share $ 0.60 $ 0.52 $ 0.48 $ 0.40 $ 0.32 $ 0.24 $ 0.14 $ 0.02 CONSOLIDATED FINANCIAL POSITION Current assets $ 1,411.6 $ 1,258.4 $ 1,309.1 $ 1,138.6 $ 1,159.5 $ 1,222.8 $ 1,036.4 $ 1,001.0 Current liabilities 1,238.6 1,021.3 930.9 845.4 848.2 984.0 797.7 786.1 --------------------------------------------------------------------------------------------- Working capital 173.0 237.1 378.2 293.2 311.3 238.8 238.7 214.9 Property, plant and equipment, net 1,435.8 1,274.4 1,100.9 1,046.9 1,092.7 925.3 775.3 729.8 Total assets 3,228.9 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 2.9 24.4 59.6 61.3 75.7 57.6 62.5 95.0 Shareholders' equity 1,430.8 1,220.5 1,044.1 880.8 900.6 741.3 589.9 467.1 --------------------------------------------------------------------------------------------- Total capitalization $ 1,433.7 $ 1,244.9 $ 1,103.7 $ 942.1 $ 976.3 $ 798.9 $ 652.4 $ 562.1 Percent of total capitalization Long-term debt 0.2% 2.0% 5.4% 6.5% 7.8% 7.2% 9.6% 16.9% Shareholders' equity 99.8% 98.0% 94.6% 93.5% 92.2% 92.8% 90.4% 83.1% Shareholders' equity per common share $ 17.20 $ 14.79 $ 12.72 $ 10.81 $ 11.10 $ 9.22 $ 7.39 $ 5.91 Common shares outstanding at October 31 83.2 82.5 82.1 81.5 81.1 80.4 79.8 79.1 OTHER DATA New awards $10,257.1 $ 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 14,724.9 14,021.9 14,753.5 14,706.0 11,181.3 9,557.8 8,360.9 6,658.6 Capital expenditures 318.9 301.3 171.5 287.0 159.7 155.7 139.2 86.3 Cash provided by operating activities $ 369.1 $ 458.6 $ 188.7 $ 306.1 $ 219.0 $ 353.1 $ 265.1 $ 17.7
- --------------- See Management's Discussion and Analysis on pages 30 to 33 and Notes to Consolidated Financial Statements on pages 39 to 49 for information relating to significant items affecting the results of operations. The quarterly dividend was increased from $.02 per share to $.04 per share in the second quarter of 1989, to $.06 per share in the first quarter of 1990, to $.08 per share in the first quarter of 1991, to $.10 per share in the first quarter of 1992, to $.12 per share in the first quarter of 1993, to $.13 per share in the first quarter of 1994, to $.15 per share in the first quarter of 1995 and to $.17 per share in the first quarter of 1996. Fluor 29 FINANCIAL TABLE OF CONTENTS 30 Management Discussion and Analysis 34 Consolidated Balance Sheet 36 Consolidated Statement of Earnings 37 Consolidated Statement of Cash Flows 38 Consolidated Statement of Shareholders' Equity 39 Notes to Consolidated Financial Statements 49 Segment Information 50 Reports of Management and Independent Auditors 51 Quarterly Financial Data 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 Net earnings were $232 million in 1995 compared with $192 million in 1994 and $167 million in 1993. The related earnings per share were $2.78 in 1995 compared with $2.32 in 1994 and $2.03 in 1993. 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. ENGINEERING AND CONSTRUCTION SEGMENT Total new awards were $10.3 billion in 1995 compared with $8.1 billion in 1994 and $8.0 billion in 1993. Consistent with the company's continuing long-term goal of broad geographic diversity, 56 percent of 1995 new awards came from projects located outside the United States, compared with 61 percent in 1994 and 54 percent in 1993. The following table sets forth new awards for each of the company's business groups:
$ in millions / Year ended October 31, 1995 1994 1993 - --------------------------------------------------------------------------- Process $ 3,859 38% $ 4,432 55% $ 5,439 68% Industrial 4,313 42 2,948 37 1,828 23 Power/Government 1,873 18 516 6 527 6 Diversified Services 212 2 176 2 207 3 ---------------------------------------------- Total new awards $ 10,257 100% $ 8,072 100% $ 8,001 100% ============================================== U.S. $ 4,495 44% $ 3,165 39% $ 3,686 46% Outside U.S. 5,762 56 4,907 61 4,315 54 ---------------------------------------------- Total new awards $ 10,257 100% $ 8,072 100% $ 8,001 100% ==============================================
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. Process Group new awards have declined in both 1995 and 1994 compared with 1993 reflecting the uneven impact on new award trends created by large project awards in 1993 and 1994. Growth in the Industrial Group's backlog the past two years is due primarily to significant activity in the automotive, and mining and metals operating sectors, along with continued growth in demand for consumer products, particularly in developing countries. The recent growth in the Power/Government Group in 1995 is due primarily to an award totaling over $1.0 billion relating to a power plant to be constructed in Paiton, Indonesia. This follows a two-year decline in the Power/Government Group's backlog that reflected 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. The company continues to enhance its growth potential by diversifying and entering new industrial and geographic markets. The Diversified Services Group is expanding by developing services to be marketed directly to clients that previously have been provided as support for engineering and construction projects while also capitalizing on emerging international markets. In most cases, the businesses in Diversified Services carry profit margins higher than traditional engineering and construction projects. Additionally, because of the more purely service nature of these businesses, they generally do not generate significant backlog. 30 Fluor Backlog at October 31, 1995, 1994 and 1993 was $14.7 billion, $14.0 billion and $14.8 billion, respectively. Although backlog reflects business which is considered to be firm, cancellations or scope adjustments do occur. Backlog has been adjusted to reflect project cancellations, deferrals, and revised project scope and cost, both upwards and downwards. The net reduction in backlog from project adjustments and cancellations for the year ended October 31, 1995 was $1,176 million, compared with $1,130 million and $844 million for the years ended October 31, 1994 and 1993, respectively. Engineering and Construction revenues increased to $8.5 billion in 1995 compared with $7.7 billion in 1994 and $7.1 billion in 1993 due primarily to increases in the volume of work performed. Domestic revenues declined slightly in 1995, reflecting both the company's geographic diversification and a continued slow down in domestic growth. Export revenues declined in 1995 compared with 1994 and 1993 as the result of a planned shift to providing a higher percentage of engineering services in the company's international offices. In 1995, revenues included $1.5 billion from subsidiaries of Shell Oil Company related primarily to two projects that were awarded in 1993. Engineering and Construction operating profits increased 10 percent to $286 million in 1995, compared with $259 million in 1994 and $221 million in 1993 due primarily to an increase in the volume of work performed, partially offset by higher levels of investment spending for strategic business development. Margins improved slightly in 1995 over 1994 and 1993 and 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 through its global network of offices, allowing greater use of high-value engineering centers located in lower cost areas of the world. Additionally, the establishment of new work processes and on-site engineering and procurement has contributed to increased cost efficiencies. In 1995, the company intensified its acquisition efforts. Consistent with the company's goals for strategic long-term growth, in 1995 several acquisitions and investment arrangements were completed that provide the company with long-term earnings growth potential together with near-term profitability. In December 1995, the company announced an agreement with Groundwater Technology, Inc. ("GTI") wherein the company will acquire an approximate 55 percent ownership interest in GTI. The acquisition, subject to GTI shareholder approval, will broaden the company's level of environmental services. All acquisitions have been accounted for under the purchase method of accounting and results of operations have been included in the company's consolidated financial statements from the respective acquisition dates. If these acquisitions had been made at the beginning of 1995 or 1994, pro forma results of operations would not have differed materially from actual results. COAL SEGMENT Revenues and operating profit from Coal operations in 1995 were $850 million and $111 million, respectively, compared with $768 million and $95 million in 1994. Revenues and operating profit in 1993 were $717 million and $71 million. Revenues increased in 1995 due primarily to increased sales volume of produced metallurgical coal, which more than offset lower demand for steam coal due to last year's mild winter weather conditions. Metallurgical coal sales have increased due to strong demand by steel producers and the capturing of a larger market share. The Coal segment provides a high quality metallurgical coal that is attractive to steel producers. Purchased coal sales and margins in 1995 were immaterial as purchased coal volume has been replaced with produced coal from reserves acquired in recent years. Accordingly, purchased coal sales are netted with related cost of revenues in 1995. Prior periods have not been restated. Operating profit increased 17 percent in 1995 due primarily to the increased sales volume of metallurgical coal which has a higher gross margin than steam coal. The increase in revenues in 1994 compared with 1993 is due primarily to increased sales volume of produced coal sales together with a slight increase in sales price. Sales volume increased due to strong demand for metallurgical coal by the steel industry more than offsetting a decline in steam coal due to mild weather conditions. Sales of purchased coal declined as the result of a planned shift to produced coal which carries a higher profit margin. 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. 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. Fluor 31 OTHER Net interest income increased in 1995 compared with 1994 due largely to higher rates of return on short-term investments and the prepayment of a 13.5 percent $34.7 million note in the first quarter of 1995. Interest income increased in 1994 compared with 1993 due primarily to higher average investable funds and interest rates, whereas the lower interest expense was attributable to reduced debt. Corporate administrative and general expense increased slightly in 1995 compared with 1994 due primarily to higher performance-driven compensation plan expense partially offset by lower corporate overhead. 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. The effective tax rate on earnings from continuing operations for 1995 is essentially unchanged compared with 1994 and 1993, after excluding the reversal of $12.6 million of income tax liabilities in 1993. Effective November 1, 1994, the company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115). The adoption of SFAS No. 115 had no material impact on the company's consolidated results of operations or financial position. In October 1995, the company adopted Statement of Financial Accounting Standards No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments" (SFAS No. 119) which requires various disclosures about financial instruments and related transactions. These disclosures have been incorporated in the Notes to Consolidated Financial Statements where appropriate. Management of financial risk is centralized to facilitate the use and control of derivative instruments by providing support to management and operating units in developing, executing, tracking and controlling hedging programs. All programs are reviewed and approved by senior management before implementation. 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. On December 20, 1994 the Mexican government announced a major devaluation to the peso. Although the peso has experienced continued volatility in recent months, the company believes that its investment in ICA Fluor Daniel has not been permanently impaired as prospects remain for long-term engineering and construction work in Mexico. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS No. 121). Although adoption of SFAS No. 121 is not required until 1997, the company will implement the new accounting standard in the first quarter of 1996. Such implementation will not have a material effect on the company's consolidated results of operations or financial position. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123). SFAS No. 123 establishes financial accounting and reporting standards for stock-based compensation plans and to transactions in which an entity issues its equity instruments to acquire goods and services from nonemployees. The new accounting standards prescribed by SFAS No. 123 are optional, and the company may continue to account for its plans under previous accounting standards. The company does not expect to adopt the new accounting standards, consequently, SFAS 123 will not have a material impact on the company's consolidated results of operations or financial position. However, pro forma disclosures of net earnings and earnings per share must be made as if the SFAS No. 123 accounting standards had been adopted. Adoption of SFAS No. 123 is not required by the company until 1997. DISCONTINUED OPERATIONS In 1994, the company completed the sale of its Lead business 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 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. 32 Fluor 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 five years. FINANCIAL POSITION AND LIQUIDITY The decrease in cash flows from operating activities in 1995 is due primarily to increases in operating assets and liabilities. However, over the three years ended in 1995, increases in receivables and contract work in progress were more than offset by increases in certain project related short-term liabilities, primarily advance billings on contracts. These changes in operating assets and liabilities 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 1995 compared with 1994 and 1993 is primarily attributable to increased capital expenditures, acquisitions by Engineering and Construction operations and the establishment of a deferred compensation trust totaling approximately $22 million in 1995. Massey's capital expenditures and business acquisitions have been directed toward the acquisition of high-quality, low-sulfur coal to benefit from increased demand due to the Clean Air Act. Investing activity in 1994 included the initial pretax proceeds from the sale of the Lead business. Cash utilized by financing activities consisted primarily of dividend payments and the prepayment of certain long-term debt. The long-term debt to capitalization ratio at October 31, 1995 was less than 1.0 percent, compared with 2.0 percent and 5.4 percent at October 31, 1994 and 1993, respectively. The 1995 ratio decreased due to the classification of a $23.6 million note due in September 1996 as a current maturity 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 $30 million and $20 million, respectively, outstanding at October 31, 1995 and 1994. Cash dividends increased to $49.7 million ($.60 per share) in 1995 from $42.8 million ($.52 per share) in 1994 and $39.3 million ($.48 per share) in 1993. Quarterly dividends have been increased in each of the past two years to the current level of $.17 per share. 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 on 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. Fluor 33 CONSOLIDATED BALANCE SHEET
$ in thousands / At October 31, 1995 1994 - ---------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 292,934 $ 374,468 Marketable securities 137,758 117,618 Accounts and notes receivable 470,104 318,672 Contract work in progress 362,910 308,877 Inventories 63,284 52,703 Deferred taxes 55,088 56,967 Other current assets 29,593 29,158 --------------------------- Total current assets 1,411,671 1,258,463 --------------------------- PROPERTY, PLANT AND EQUIPMENT Land 62,309 59,779 Buildings and improvements 312,981 313,512 Machinery and equipment 1,063,547 763,992 Mining properties and mineral rights 590,145 561,574 Construction in progress 37,402 89,725 --------------------------- 2,066,384 1,788,582 Less accumulated depreciation, depletion and amortization 630,573 514,145 --------------------------- Net property, plant and equipment 1,435,811 1,274,437 --------------------------- OTHER ASSETS Goodwill, net of accumulated amortization of $11,778 and $8,885, respectively 33,303 18,009 Investments 88,488 53,587 Other 259,633 220,272 --------------------------- Total other assets 381,424 291,868 --------------------------- $ 3,228,906 $ 2,824,768 ===========================
34 Fluor
$ in thousands / At October 31, 1995 1994 - ---------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts and notes payable $ 372,301 $ 333,244 Commercial paper 29,937 19,957 Advance billings on contracts 393,438 220,101 Accrued salaries, wages and benefit plan liabilities 232,863 199,506 Other accrued liabilities 185,731 210,511 Current portion of long-term debt 24,375 38,001 --------------------------- Total current liabilities 1,238,645 1,021,320 --------------------------- LONG-TERM DEBT DUE AFTER ONE YEAR 2,873 24,366 NONCURRENT LIABILITIES Deferred taxes 44,211 45,199 Other 512,363 513,427 --------------------------- Total noncurrent liabilities 556,574 558,626 --------------------------- 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 1995 - 83,164,866 shares and in 1994 - 82,507,568 shares 51,978 51,567 Additional capital 538,503 498,804 Retained earnings (since October 31, 1987) 866,305 684,249 Unamortized executive stock plan expense (26,865) (14,472) Cumulative translation adjustment 893 308 --------------------------- Total shareholders' equity 1,430,814 1,220,456 --------------------------- $ 3,228,906 $ 2,824,768 ===========================
See Notes to Consolidated Financial Statement. Fluor 35 CONSOLIDATED STATEMENT OF EARNINGS
In thousands, except per share amounts / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------ REVENUES Engineering and construction services $ 8,451,626 $ 7,717,542 $ 7,133,578 Coal 849,758 767,725 716,591 ---------------------------------------- Total revenues 9,301,384 8,485,267 7,850,169 ---------------------------------------- COST OF REVENUES Engineering and construction services 8,171,351 7,466,274 6,918,464 Coal 738,725 672,527 645,911 ---------------------------------------- Total cost of revenues 8,910,076 8,138,801 7,564,375 OTHER (INCOME) AND EXPENSE Corporate administrative and general expense 48,636 47,855 43,682 Interest expense 13,385 16,861 19,982 Interest income (32,927) (21,549) (20,070) ---------------------------------------- Total cost and expenses 8,939,170 8,181,968 7,607,969 ---------------------------------------- EARNINGS BEFORE TAXES 362,214 303,299 242,200 INCOME TAX EXPENSE 130,446 110,900 75,400 ======================================== NET EARNINGS $ 231,768 $ 192,399 $ 166,800 ======================================== EARNINGS PER SHARE $ 2.78 $ 2.32 $ 2.03 ======================================== SHARES USED TO CALCULATE EARNINGS PER SHARE 83,428 82,796 82,282 ========================================
See Notes to Consolidated Financial Statements. 36 Fluor CONSOLIDATED STATEMENT OF CASH FLOWS
In thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 231,768 $ 192,399 $ 166,800 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation, depletion and amortization 146,957 114,258 111,793 Discontinued operations - (4,287) (34,184) Deferred taxes 1,709 2,801 (6,082) Changes in operating assets and liabilities 9,408 141,723 (61,430) Other, net (20,732) 11,715 11,812 ------------------------------------ Cash provided by operating activities 369,110 458,609 188,709 ------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (318,942) (236,623) (158,822) Payments for purchase of coal companies - (38,164) (10,700) (Purchase) sale of marketable securities, net (20,140) (20,283) 50,249 Investments (16,667) 214 (13,561) Acquisitions (16,230) - - Proceeds from sale of property, plant and equipment 17,406 18,271 9,841 Initial pretax cash proceeds from sale of discontinued operations - 51,869 - Other, net (29,221) (1,172) 8,626 ------------------------------------ Cash utilized by investing activities (383,794) (225,888) (114,367) ------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid (49,712) (42,828) (39,340) Payments on long-term debt (35,604) (1,994) (45,689) Increase (decrease) in short-term borrowings 9,980 (10,096) 96 Stock options exercised 9,757 11,946 8,709 (Decrease) increase in note payable to affiliate - (30,000) 30,000 Other, net (1,271) (125) (8,620) ------------------------------------ Cash utilized by financing activities (66,850) (73,097) (54,844) ------------------------------------ (Decrease) increase in cash and cash equivalents (81,534) 159,624 19,498 Cash and cash equivalents at beginning of year 374,468 214,844 195,346 ------------------------------------ Cash and cash equivalents at end of year $ 292,934 $ 374,468 $ 214,844 ====================================
See Notes to Consolidated Financial Statements. Fluor 37 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Unamortized In thousands, except per share amounts Common Stock Executive Cumulative Year ended October 31, 1993, 1994 and -------------------- Additional Retained Stock Plan Translation 1995 Shares Amount Capital Earnings Expense Adjustment Total - ---------------------------------------------------------------------------------------------------------------------------------- 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 $2,268) 3,548 3,548 ------------------------------------------------------------------------------------------- BALANCE AT OCTOBER 31, 1994 82,508 51,567 498,804 684,249 (14,472) 308 1,220,456 ------------------------------------------------------------------------------------------- Net earnings 231,768 231,768 Cash dividends ($.60 per share) (49,712) (49,712) Exercise of stock options, net 264 165 9,592 9,757 Stock option tax benefit 2,460 2,460 Amortization of executive stock plan expense 3,684 3,684 Issuance of restricted stock, net 393 246 20,320 (16,077) 4,489 Tax benefit from reduction of valuation allowance for deferred tax assets 7,327 7,327 Translation adjustment (net of deferred taxes of $374) 585 585 ------------------------------------------------------------------------------------------- BALANCE AT OCTOBER 31, 1995 83,165 $ 51,978 $ 538,503 $ 866,305 $ (26,865) $ 893 $1,430,814 ===========================================================================================
See Notes to Consolidated Financial Statements. 38 Fluor 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 1994 and 1993 amounts have been reclassified to conform with the 1995 presentation. 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 in which 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, 1995 will be billed and collected in 1996. 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. MARKETABLE SECURITIES Effective November 1, 1994, the company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115) which requires that the carrying value of debt and equity securities be adjusted according to guidelines based on their classification as held-to-maturity, available-for-sale or trading. Management determines classification at the time of purchase and reevaluates its appropriateness at each balance sheet date. The company's investments primarily include short-term, highly liquid investment grade securities. All investment securities are considered to be available-for-sale and carried at fair value. As of October 31, 1995 and November 1, 1994 there were no material gross unrealized gains or losses as the carrying value of the security portfolio approximated fair value. Gross realized gains and losses on sales of securities for the year ended October 31, 1995 were not material. The cost of securities sold is based on the specific identification method. As of October 31, 1995 approximately $69.2 million of securities mature within the year, $61.8 million mature in the next one to three years and approximately $6.8 million mature after three years. Fluor 39 INVENTORIES Coal inventories are stated at the lower of cost, using the last-in, first-out (LIFO) method, or net realizable value. Supplies and other are valued on the average cost method. Inventories comprise:
$ in thousands / At October 31, 1995 1994 - -------------------------------------------------------------------------- Coal $ 28,874 $ 24,289 Supplies and other 34,410 28,414 ------------------------ $ 63,284 $ 52,703 ========================
LONG-LIVED ASSETS In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS No. 121). Although adoption of SFAS No. 121 is not required until 1997, the company will implement the new accounting standard in the first quarter of 1996. Such implementation will not have a material effect on the company's consolidated results of operations or financial position. DERIVATIVE FINANCIAL INSTRUMENTS In 1995, the company adopted Statement of Financial Accounting Standards No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments" (SFAS No. 119) which requires various disclosures about financial instruments and related transactions. These disclosures have been incorporated in the Notes to Consolidated Financial Statements where appropriate. The company's utilization of derivative financial instruments is substantially limited to the use of forward exchange contracts to hedge foreign currency transactions. The unrealized gains and losses are deferred and included in the measurement of the related foreign currency transaction. The amount of any gain or loss on these contracts in 1995 was immaterial. The contracts are of varying duration, none of which extend beyond December 1, 1999. 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, 1995, the company had $82.4 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 (primarily 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 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. 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. 40 Fluor CONSOLIDATED STATEMENT OF CASH FLOWS 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 fair market value and 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:
$ in thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------- Decrease (increase) in: Accounts and notes receivable $ (141,505) $ 73,905 $ (80,223) Contract work in progress (52,488) (2,626) (87,143) Inventories (10,581) (18,042) (1,529) Other current assets 6,292 (8,493) 8,136 Increase (decrease) in: Accounts payable 35,334 43,523 90,720 Advance billings on contracts 172,062 25,406 20,286 Accrued liabilities 294 28,050 (11,677) -------------------------------------- Change in operating assets and liabilities $ 9,408 $ 141,723 $ (61,430) ====================================== Cash paid during the year for: Interest expense $ 7,672 $ 12,830 $ 20,152 Income tax payments, net $ 121,508 $ 81,306 $ 89,469 --------------------------------------
ACQUISITIONS AND DISPOSITIONS In December 1995, the company announced an agreement with Groundwater Technology, Inc. ("GTI") wherein the company will acquire an approximate 55 percent ownership interest in GTI. The acquisition, subject to shareholder approval, will broaden the company's level of environmental services. During 1995, the company completed certain acquisitions in connection with its goals for strategic long-term growth. All acquisitions have been accounted for under the purchase method of accounting and results of operations have been included in the company's consolidated financial statements from the respective acquisition dates. If these acquisitions had been made at the beginning of 1995 or 1994, pro forma results of operations would not have differed materially from actual results. The following summarizes 1995 acquisitions: - -Management Resources Group, plc, a privately held company headquartered in London, England that provides permanent and temporary placement services for accounting, information technology and office personnel. - -Anderson DeBartolo Pan, Inc., a privately held U.S. company providing professional services in engineering, architectural and construction management to the microelectronics market and the health care, hospitality and sports facilities industries. - -A majority interest in Prosynchem S.A., a privately held company headquartered in Gliwice, Poland that provides engineering and construction services to clients in the petroleum, petrochemicals, chemicals and environmental industries in Poland and other Eastern European countries. From time to time, the company enters into investment arrangements that are related to its Engineering and Construction business. During 1995, the company invested approximately $13 million in such arrangements, the majority of which related to ongoing investments in an equity fund that focuses on energy related projects and a company formed for the development and operation of a gas transmission pipeline system in Cali, Colombia. In 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. The company has currently invested approximately $22 million in this joint venture. Massey Coal purchased three coal mining companies in 1994, for consideration totaling $68 million, consisting of $65 million of property, plant and equipment and mining property and mineral rights and $3 million of working capital and other assets. In 1993, Massey Coal purchased a coal mining company for consideration totaling $14 million, consisting of $13 million of property, plant and equipment and mining property and mineral rights and $1 million of working capital and other assets. On April 7, 1994, the company completed the sale of its Lead business 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 closing of the sale had no impact on the company's earnings beyond what was originally recognized when the Lead business was discontinued in 1992. Revenues from the Lead business were $71 million for the five month period through the date of sale in 1994 and $121 million for the year ended October 31, 1993. Fluor 41 INCOME TAXES The income tax expense (benefit) included in the Consolidated Statement of Earnings is as follows:
$ in thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------- Current: Federal $ 88,762 $ 58,420 $ 58,489 Foreign 26,803 37,151 23,490 State and local 13,172 12,528 12,124 ----------------------------------- Total current 128,737 108,099 94,103 ----------------------------------- Tax liability reversal - - (12,621) ----------------------------------- Deferred: Federal (10,776) (2,145) (1,634) Foreign 11,953 4,673 (3,939) State and local 532 273 (509) ----------------------------------- Total deferred 1,709 2,801 (6,082) ----------------------------------- Total income tax expense $ 130,446 $ 110,900 $ 75,400 ===================================
The income tax expense (benefit) applicable to continuing operations and discontinued operations is as follows:
$ in thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------- Provision for continuing operations: Current $ 128,737 $ 133,870 $ 110,917 Tax liability reversal - - (12,621) Deferred 1,709 (22,970) (22,896) ----------------------------------- Total provision for continuing operations 130,446 110,900 75,400 ----------------------------------- Provision for discontinued operations: Current - (25,771) (16,814) Deferred - 25,771 16,814 ----------------------------------- Total provision for discontinued operations - - - ----------------------------------- Total income tax expense $ 130,446 $ 110,900 $ 75,400 ===================================
The discontinued operation tax provision activity for 1994 and 1993 results from the recognition of income tax return benefits associated with the operations and disposal of the company's Lead business. A reconciliation of U.S. statutory federal income tax to the income tax expense on the earnings from continuing operations is as follows:
$ in thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------- U.S. statutory federal income tax expense $ 126,775 $ 106,155 $ 84,358 Increases (decreases) in taxes resulting from: State and local income taxes 9,288 8,498 5,205 Effect of non-U.S. tax rates 5,682 7,412 6,173 Depletion (10,497) (9,560) (5,256) Tax liability reversal - - (12,621) Other, net (802) (1,605) (2,459) ----------------------------------- Total income tax expense - continuing operations $ 130,446 $ 110,900 $ 75,400 ===================================
42 Fluor Deferred taxes reflect the tax effects of differences between the amounts recorded as assets and liabilities for financial reporting purposes and the amounts recorded for income tax purposes. The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows:
$ in thousands / At October 31, 1995 1994 - ---------------------------------------------------------------------------- Deferred tax assets: Accrued liabilities not currently deductible $ 156,925 $ 169,899 Tax basis of building in excess of book basis 23,149 24,260 Other 79,120 52,272 -------------------------- Total deferred tax assets 259,194 246,431 Valuation allowance for deferred tax assets (44,397) (51,724) -------------------------- Deferred tax assets, net 214,797 194,707 -------------------------- Deferred tax liabilities: Coal mining property book basis in excess of tax basis (93,633) (95,818) Tax on unremitted non-U.S. earnings (34,688) (28,685) Other (75,599) (58,436) -------------------------- Total deferred tax liabilities (203,920) (182,939) -------------------------- Net deferred tax assets $ 10,877 $ 11,768 ==========================
The company established a valuation allowance to reduce certain deferred tax assets to amounts that are more likely than not to be realized. Some 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 1995 and 1994, reductions in the valuation allowance resulted in an increase to additional capital of $7.3 million and $3.7 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, 1995, because the company intends to keep those earnings reinvested indefinitely. United States and foreign earnings from continuing operations before taxes are as follows:
$ in thousands / Year ended October 31, 1995 1994 1993 - ----------------------------------------------------------------------------- United States $ 249,776 $ 196,397 $ 175,835 Foreign 112,438 106,902 66,365 ----------------------------------- Total $ 362,214 $ 303,299 $ 242,200 ===================================
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 1992. 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. Fluor 43 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 $69 million in 1995 and $67 million in both 1994 and 1993, 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 pension plans are primarily related to international engineering and construction operations, U.S. craft employees and coal operations. Net periodic pension income for defined benefit pension plans includes the following components:
$ in thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------ Service cost incurred during the period $ 12,385 $ 14,310 $ 11,528 Interest cost on projected benefit obligation 21,578 20,275 18,494 Income and gains on assets invested (50,776) (7,907) (74,228) Net amortization and deferral 11,198 (34,255) 39,295 ---------------------------------- Net periodic pension income $ (5,615) $ (7,577) $ (4,911) ==================================
The following assumptions were used in the determination of net periodic cost:
Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------- Discount rates 7.75-9.25% 7.0-8.0% 8.5-9.5% Rates of increase in compensation levels 4.0-6.25% 3.5-5.0% 5.0-6.0% Expected long-term rates of return on assets 6.75-10.25% 6.0-10.0% 7.5-10.0%
The following table sets forth the funded status of the defined benefit pension plans:
$ in thousands / At October 31, 1995 1994 - ------------------------------------------------------------------------------- Actuarial present value of benefit obligations: Vested benefit obligation $ 253,444 $ 212,011 Nonvested benefit obligation 9,708 10,433 -------------------------- Accumulated benefit obligation $ 263,152 $ 222,444 ========================== Plan assets at fair value (primarily listed stocks and bonds) $ 427,145 $ 392,129 Projected benefit obligation (307,759) (263,038) -------------------------- Plan assets in excess of projected benefit obligation 119,386 129,091 Unrecognized net loss (gain) 1,962 (13,682) Unrecognized net asset at implementation (18,590) (20,640) -------------------------- Pension asset recognized in the Consolidated Balance Sheet $ 102,758 $ 94,769 ==========================
- -------------- Amounts shown above at October 31, 1995 and 1994 exclude the projected benefit obligation of $117 million and $109 million, respectively, and an equal amount of associated plan assets relating to discontinued operations. In recognition of the current interest rate environment, as of October 31, 1995 the company adjusted the discount rates used in the determination of its benefit obligations to 6.75-8.5 percent, the expected long-term rates of return to 5.75-9.5 percent and the rates of salary increases to 3.25-5.5 percent. 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, 1995, 1994 and 1993. 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 $47 million at October 31, 1995, which will be recognized as expense as payments are assessed. The expense recorded for such benefits approximated $2 million for the year ended October 31, 1995, and $4 million in each of the years ended October 31, 1994 and 1993. 44 Fluor 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. The accumulated postretirement benefit obligation at October 31, 1995 and 1994 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 1996 down to 5 percent in 2005 and beyond. The effect of a one-percent annual increase in these assumed cost trend rates would increase the accumulated postretirement benefit obligation and the aggregate of the annual service and interest costs by approximately 11 percent. Net periodic postretirement benefit cost includes the following components:
$ in thousands / Year ended October 31, 1995 1994 1993 - ------------------------------------------------------------------------------- Service cost incurred during the period $ 1,172 $ 1,352 $ 1,017 Interest cost on accumulated postretirement benefit obligation 4,899 4,153 4,633 ---------------------------------- Net periodic postretirement benefit cost $ 6,071 $ 5,505 $ 5,650 ==================================
The following table sets forth the plans' funded status and accumulated postretirement benefit obligation which has been fully accrued in the company's Consolidated Balance Sheet:
$ in thousands / At October 31, 1995 1994 - ------------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $ 51,787 $ 44,517 Fully eligible active participants 4,821 4,853 Other active plan participants 14,705 10,713 Unrecognized gain (loss) (6,426) 3,667 ------------------------ Accrued postretirement benefit obligation $ 64,887 $ 63,750 ========================
The discount rate used in determining the accumulated postretirement benefit obligation was 7.5 percent and 8.5 percent at October 31, 1995 and 1994, respectively. The above information does not include amounts related to benefit plans applicable to employees associated with certain contracts with the U.S. Department of Energy because the company is not responsible for the current or future funded status of these plans. FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair value of the company's financial instruments are as follows:
1995 1994 $ in thousands / At October 31, Carrying Amount Fair Value Carrying Amount Fair Value - ----------------------------------------------------------------------------------------------------- Assets: Cash and cash equivalents $ 292,934 $ 292,934 $ 374,468 $ 374,468 Marketable securities 137,758 137,758 117,618 119,555 Notes receivable including noncurrent portion 83,515 86,769 104,117 105,088 Long-term investments 30,990 32,127 15,811 16,616 Liabilities: Commercial paper and notes payable 29,937 29,937 19,957 19,957 Long-term debt including current portion 27,248 28,420 62,367 64,405 Other noncurrent financial liabilities 2,572 2,572 2,691 2,691 Off-balance sheet financial instruments: Foreign currency contract obligations - (2,146) - 219 Letters of credit - 572 - 740 Line of credit - 997 - 1,384
Fluor 45 Fair values were determined as follows: 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. Marketable securities and long-term investments are based on quoted market prices for these or similar instruments. Long-term notes receivable are estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. The fair value of long-term debt, including current portion, is estimated based on quoted market prices for the same or similar issues or on the current rates offered to the company for debt of the same maturities. Other noncurrent financial liabilities consist primarily of deferred payments, for which cost approximates fair value. Foreign currency contract obligations are estimated by obtaining quotes from brokers. 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. LONG-TERM DEBT Long-term debt comprises:
$ in thousands / At October 31, 1995 1994 - ------------------------------------------------------------------------------- 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, prepaid in 1995 - 34,701 Other notes 3,604 4,022 ----------------------- 27,248 62,367 Less: Current portion 24,375 38,001 ----------------------- Long-term debt due after one year $ 2,873 $ 24,366 =======================
Long-term debt maturities are as follows: 1997, $2.7 million; 1998, 1999 and 2000, no maturities; and $.2 million thereafter. All long-term debt (including current portion) outstanding at October 31, 1995, bears interest at fixed rates. 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 $974 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, 1995, no amounts were outstanding under the committed lines of credit. As of that date, $213 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 $30 million and $20 million at October 31, 1995 and 1994, respectively. The commercial paper was issued at a discount with an effective interest rate of 5.8 percent and 5.0 percent in 1995 and 1994, respectively. Maturities ranged from 14 to 90 days in 1995 and 9 to 90 days in 1994. The weighted average maturities were 14 and 16 days at October 31, 1995 and 1994, respectively. The maximum and average balances outstanding for the years ended October 31, 1995 and 1994 were $75 million and $21 million, respectively, and $53 million and $24 million, respectively, with weighted average interest rates of 5.9 percent and 3.6 percent, respectively. OTHER NONCURRENT LIABILITIES The company maintains appropriate levels of insurance for business risks. Insurance coverages contain various deductible amounts for which the company provides accruals based on the aggregate of the liability for reported claims and an actuarially determined estimated liability for claims incurred but not reported. Other noncurrent liabilities include $108.1 million and $112.1 million at October 31, 1995 and 1994, respectively, relating to these liabilities. 46 Fluor 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. In 1995, the company issued 561,000 options that will vest only if certain performance related conditions are met. 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 405,089 and 52,560 shares in 1995 and 1994, respectively. The following table summarizes stock option activity:
Price Per Stock Options Share - ---------------------------------------------------------------------------- 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 Granted 2,034,270 43-59 Expired or cancelled (23,834) 35-51 Exercised (266,336) 12-51 --------------------------- OUTSTANDING AT OCTOBER 31, 1995 3,815,606 $ 12-59 =========================== Exercisable at: October 31, 1994 1,358,986 $ 12-44 October 31, 1995 1,406,583 $ 12-51 --------------------------- Available for grant at: October 31, 1994 2,610,047* October 31, 1995 230,992* --------------
* 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. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123). SFAS No. 123 establishes financial accounting and reporting standards for stock-based compensation plans and to transactions in which an entity issues its equity instruments to acquire goods and services from nonemployees. The new accounting standards prescribed by SFAS No. 123 are optional, and the company may continue to account for its plans under previous accounting standards. The company does not expect to adopt the new accounting standards, consequently, SFAS No. 123 will not have a material impact on the company's consolidated results of operations or financial position. However, pro forma disclosures of net earnings and earnings per share must be made as if the SFAS No. 123 accounting standards had been adopted. Adoption of SFAS No. 123 is not required by the company until 1997. LEASE OBLIGATIONS Net rental expense amounted to $67 million, $60 million, and $69 million in 1995, 1994, and 1993, 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 noncancelable leases are as follows:
$ in thousands / October 31, 1995 - --------------------------------------------------------------------------- 1996 $ 26,685 1997 26,835 1998 24,247 1999 15,841 2000 6,278 Thereafter 34,682
At October 31, 1995 and 1994, obligations under capital leases of approximately $5 million and $6 million, respectively, are included in other noncurrent liabilities. Fluor 47 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 a default by the borrower. Most arrangements require the borrower to pledge collateral in the form of property, plant and equipment which is deemed adequate to recover amounts the company might be required to pay. As of October 31, 1995, the company had extended financial guarantees on behalf of certain clients and other unrelated third parties totaling $47.1 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 ZCA filed suit against St. Joe and the company among others, seeking compensation for 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 five 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 consummated a settlement with one of its primary insurance carriers that provided coverage for a minor portion of the applicable coverage periods. In May 1995, St. Joe received a favorable ruling from the Orange County Superior Court which ordered St. Joe's other primary insurance carrier to provide a defense to St. Joe for certain environmental liabilities, including the Zinc facilities. This insurer has appealed the Superior Court's order. 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 such future costs will not have a material effect on the company's consolidated financial position, results of operations or liquidity. However, the imposition of more stringent requirements under environmental laws or regulations, new developments or changes regarding site cleanup costs or the allocation of such costs among potentially responsible parties, or a determination that the company is potentially responsible for the release of hazardous substances at sites other than those currently identified, could result in additional expenditures, or the provision of additional reserves in expectation of such expenditures. 48 Fluor 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 operation. 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 Chairman of the Board and Vice President and Chief Executive Officer Chief Financial Officer INDEPENDENT AUDITORS Board of Directors and Shareholders Fluor Corporation We have audited the accompanying consolidated balance sheet of Fluor Corporation as of October 31, 1995 and 1994, and the related consolidated statements of earnings, cash flows, and shareholders' equity for each of the three years in the period ended October 31, 1995. 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, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 1995, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Orange County, California November 28, 1995 Fluor 50 QUARTERLY FINANCIAl DATA (Unaudited) The following is a summary of the quarterly results of operations:
First Second Third Fourth $ in thousands, except per share amounts Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------------------------------- 1995 Revenues $ 2,059,626 $ 2,229,313 $ 2,436,831 $ 2,575,614 Gross margin 84,931 95,342 100,946 110,089 Earnings before taxes 79,124 86,984 94,579 101,527 Net earnings 50,323 55,322 60,152 65,971 Earnings per share $ 0.61 $ 0.66 $ 0.72 $ 0.79 ============================================================ 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 ============================================================
Fluor 51 EX-21 8 FLUOR CORP SUBSIDIARIES EXHIBIT 21 FLUOR CORPORATION SUBSIDIARIES Organized Name of Company Under Laws of =============== ============= FLUOR CORPORATION (Subsidiaries 1) Delaware American Equipment Company, Inc. S. Carolina A & E Acquisition Corporation Ohio 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 Fluor Constructors International, Inc. California Fluor Constructors Canada Ltd. Canada Fluor Constructors Indonesia, Inc. California Fluor Management and Technical Services, Inc. California Fluor Daniel America, Ltda. California Fluor Daniel, Inc. California ADP Fluor Daniel, Inc. Arizona Anderson DeBartolo Pan, Inc. Delaware ADP/Marshall, LLC (2) Delaware Efdee Connecticut Architects, Inc. Connecticut 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 1 Organized Name of Company Under Laws of =============== ============= Fluor Corporation FD Engineers & Constructors, Inc. Fluor Daniel, Inc. (continued) Fluor Chile, Inc. California Fluor Daniel Chile Ingenieria y Construccion S.A. Chile Ingenieria y Construcciones Fluor Daniel Chile Limitada Chile Fluor Colombia Limited Delaware Fluor Cyprus Limited Cyprus Fluor Daniel, a Professional Architectural Corporation Louisiana Fluor Daniel/AG&P, Inc. (3) Philippines Fluor Daniel A&E Services, Inc. California Fluor Daniel Alaska, Inc. Alaska Fluor Daniel B.V. Netherlands Acquion B.V. Netherlands Fluor Daniel Consultants B.V. Netherlands Fluor Daniel Engineering and Construction Services Limited Turkey International Refinery Contractors C.V.(4) Netherlands International Refinery Contractors B.V.(5) Netherlands Prochem S.A.(6) Poland Prosynchem Sp.z o.o. Poland Surplus International Management Services (SIMS) B.V. Netherlands Technical Resource 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 Facility & Plant Services, Inc. S. Carolina Fluor Daniel Export Services, Inc. Delaware Fluor Daniel International (Malaysia) Sdn. Bhd. Malaysia 2 Organized Name of Company Under Laws of =============== ============= Fluor Corporation FD Engineers & Constructors, Inc. Fluor Daniel, Inc. Fluor Daniel Caribbean, Inc.(continued) 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 Fluor Daniel Coal Services International, Inc. Delaware Fluor Daniel Construction Company California Fluor Daniel Development Corporation California Crown Energy Company New Jersey Fluor Daniel Modesto, Inc. California Gloucester Limited, Inc. California Gloucester Limited II, Inc. California Tarrant Energy, Inc. California Fluor Daniel Eastern, Inc. California P.T. Fluor Daniel Indonesia Indonesia Fluor Daniel Energy Investments, Inc. Delaware Fluor Daniel Engineers & Constructors, Inc. Delaware Fluor Daniel Project Consultants (Shenzhen) Co., Ltd. P.R.C. Fluor Daniel Engineers & Consultants Ltd. Mauritius Fluor Daniel Engineers & Constructors, Ltd. California AEC International, Ltd. (3) Korea Project Administrative Services, Limited(5) Hong Kong Fluor Daniel Environmental Services, Inc. California Fluor Daniel Espana, S.A. California Daniel International (Saudi Arabia) Ltd. Saudi Arabia Fluor Arabia Limited (5) Saudi Arabia Fluor Daniel Eurasia, Inc. California Fluor Daniel Florida Rail, Inc. Delaware Fluor Daniel GmbH West Germany Fluor Daniel Group, Inc. Delaware Fluor Daniel Hanford Project (FDHP), Inc. Washington Fluor Daniel Hanford Project FHP California Fluor Daniel India, Inc. California Fluor Daniel Inspection Services, Inc. California Fluor Daniel International Limited U.K. Fluor Daniel Limited U.K. 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 3 Organized Name of Company Under Laws of =============== ============= Fluor Corporation FD Engineers & Constructors, Inc. Fluor Daniel, Inc. (continued) Fluor Daniel Mexico S.A. California Ameco Services, S. de R.L. de C.V. Mexico ICA-Fluor Daniel, S. de R.L. de C.V. (7) Mexico TRS International Group, S. de R.L. de C.V Mexico Fluor Daniel Mining & Metals, Ltd. California Fluor Daniel Pty. Ltd. Australia Civil and Mechanical Maintenance Pty. Ltd. Australia Fluor Daniel Constructors Pty. Ltd. Australia Fluor Daniel Power & Maintenance Services Pty. Ltd. Australia Fluor Daniel (Qld) Pty. Ltd. Australia TRS International Services Pty. Ltd. Australia Fluor Daniel New Zealand Limited California Fluor Daniel (NPOSR), Inc. Delaware Fluor Daniel Overland Express, Inc. Delaware Fluor Daniel Overseas, Inc. California Fluor Daniel P.R.C., Ltd. California Fluor Daniel Pacific, Inc. California Fluor Daniel Properties Limited U.K. Fluor Daniel Pulp & Paper, Inc. California Fluor Daniel Resources, Inc. California Fluor Daniel S.A. France Fluor Daniel, 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. (8) Venezuela Tecnoconsult Ingenieros Consultores, S.A. (8) 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 4 Organized Name of Company Under Laws of =============== ============= Fluor Corporation FD Engineers & Constructors, Inc. Fluor Daniel, Inc. (continued) Fluor Technical Services Limited California Fluor Texas, Inc. Texas Fluor Venezuela, S.A. Venezuela Fluorven Limited California Knightsford Limited Guernsey Nutmeg Valley Resources, Inc. California Ranhill-Fluor Daniel Sdn. Bhd. Malaysia Red Tower Limited Guernsey Rippleshell Limited Guernsey 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 Williams Brothers International Limited Guernsey Williams Brothers Process Services, Inc. Delaware Wilmore/Fluor Modesto LLC (5) California Wireless Engineering Services Group, LLC (5) Delaware Wright Engineers, Inc. Nevada Fluor Daniel Telecommunications Corporation California Fluor Real Estate Services, Inc. Delaware Indo-Mauritian Affiliates Limited Mauritius Strategic Organizational Systems Enterprises, Inc. California Strategic Organizational Systems Construction Division, Inc. California Strategic Organizational Systems Environmental Division, Inc. Oklahoma Strategic Organizational Systems Environmental Division, Inc. Louisiana Strategic Organizational Systems Environmental 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 Staffing Solutions, 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 (9) Nigeria 5 Organized Name of Company Under Laws of =============== ============= Fluor Corporation (continued) Fluor Daniel Venture Group, Inc. California Fluor Carson, Inc. California Fluor Daniel Asia, Inc. California P.T. Nusantara Power Services (2) Indonesia Fluor Gulf Communications, Inc. California Micogen Inc. California Micogen Limited I, Inc. California Micogen Limited II, Inc. California Palmetto Energy, Inc. Florida Soli.Flo LLC (5) Delaware Springfield Resource Recovery, Inc. Mass. Fluor Distribution Companies, Inc. California Fluor Mideast Limited California Fluor (Nigeria) Limited Nigeria Fluor Oil and Gas Corporation California Coquina Petroleum Inc. Delaware Fluor Reinsurance Investments, Inc. Delaware FRES, Inc. Delaware Micogen Limited III, Inc. California Middle East Fluor California Pinnacle Insurance Co., Inc. Hawaii 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 Green Valley Coal Company W. Virginia Goals Coal Company W. Virginia Haden Farms, Inc. Virginia Hazy Ridge Coal Company W. Virginia Hopkins Creek Coal Company Kentucky 6 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. 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 Continuity Venture Capital Corp. 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 Preferred Management Capital Corp. W. Virginia Rawl Sales Venture Capital Corp. W. Virginia Sprouse Creek Venture Capital Corp. W. Virginia Support Mining Company W. Virginia 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 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 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) 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 White Buck Coal Company W. Virginia Williams Mountain Coal Company W. Virginia Wyomac Coal Company, Inc. W. Virginia Compania Minera San Jose del Peru S.A. Peru Mineral Resource Development Corporation Delaware Robil International Corporation Delaware St. Joe Erzbergbaugesellschaft m.b.H. Austria St. Joe Exploracion Minera Inc. Delaware St. Joe Exploracion Minera Inc. y Cia., S.R.C. Spain St. Joe Exploration Inc. Delaware St. Joe Luisito de Oro Inc. Delaware St. Joe Luisito de Oro Inc. y Cia. S.R.C. Spain St. Joe Minera de Espana, S.A. Spain St. Joe South Pacific Pty. Limited Australia St. Joe Bonaparte Pty. Limited Australia St. Joe International Petroleum Corporation Delaware St. Joe Petroleum Corporation Delaware St. Joe Egypt Exploration Corporation Delaware St. Joe Petroleum Egypt Corporation Delaware St. Joe Petroleum-Holland, Inc. Delaware St. Joe Petroleum (Netherlands) Corporation Delaware St. Joe Petroleum (Papua New Guinea) Corporation Delaware St. Joe Petroleum (U.K.) Corporation Delaware 8 Organized Name of Company Under Laws of =============== ============= Fluor Corporation SJM Holding Corporation (continued) St. Joe Minerals Corporation & Cia. Brazil Coral Empreendimentos e Participacoes Ltda. 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) 40% ownership (3) 51% ownership (4) 49.50% ownership (5) 50% ownership (6) 30% ownership (7) 49% ownership (8) 19.99% ownership (9) 60% ownership 9 EX-23 9 CONSENT OF IND AUDITORS - ERNST & YOUNG LLP 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 28, 1995, included in the 1995 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 28, 1995, with respect to the consolidated financial statements of Fluor Corporation incorporated by reference in the Annual Report on Form 10-K for the year ended October 31, 1995. Orange County, California January 25, 1996 EX-24.1 10 POWER OF ATTORNEY - FLUOR DIRECTORS/OFFICERS 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, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. Principal Executive Officer and Director: ___________________________ Director, Chairman of the Board L. G. McCraw and Chief Executive Officer Principal Financial and Accounting Officer: ___________________________ Vice President and J. M. Conaway Chief Financial Officer EX-24.2 11 POWER OF ATTORNEY - FLUOR DIRECTORS 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, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ C. A. Campbell, Jr. 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, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ H. K. Coble POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ P. J. Fluor POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ D. P. Gardner POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ W. R. Grant POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ B. R. Inman POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ R. V. Lindsay POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ V. S. Martinez POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ B. Mickel POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and appoint L. N. FISHER, R. M. BUKATY, 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, 1995, 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 18th day of January, 1996. _________________________ M. R. Seger EX-27 12 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE Consolidated Balance Sheet at October 31, 1995 and the Consolidated Statement of Earnings for the twelve months ended October 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS OCT-31-1995 OCT-31-1995 292,934 137,758 470,104 0 63,284 1,411,671 2,066,384 630,573 3,228,906 1,238,645 2,873 0 0 51,978 1,378,836 3,228,906 0 9,301,384 0 8,910,076 0 0 13,385 362,214 130,446 231,768 0 0 0 231,768 2.78 2.78
-----END PRIVACY-ENHANCED MESSAGE-----