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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED: OCTOBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-7775
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
95-0740960
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
3333 MICHELSON DRIVE, IRVINE, CALIFORNIA 92730
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 975-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $0.625 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. X
The aggregate market value of the registrant's voting stock held by
non-affiliates was $3,880,240,731 on January 18, 1995, based upon the average
between the highest and lowest sales prices of the registrant's Common Stock as
reported in the consolidated transactions reporting system.
Common Stock outstanding as of January 18, 1995 -- 87,729,129 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate certain information by reference from the
registrant's Annual Report to stockholders for the fiscal year ended October 31,
1994.
Part III incorporates certain information by reference from the
registrant's definitive proxy statement for the annual meeting of stockholders
to be held on March 14, 1995, which proxy statement will be filed no later than
120 days after the close of the registrant's fiscal year ended October 31, 1994.
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PART I
ITEM 1. BUSINESS.
Fluor Corporation ("Fluor" or the "Company") was incorporated in Delaware
in 1978 as a successor in interest to a California corporation of the same name
that was originally incorporated in 1924. Its executive offices are located at
3333 Michelson Drive, Irvine, California 92730, telephone number (714) 975-2000.
Through Fluor Daniel, Inc. and other domestic and foreign subsidiaries, the
Company provides engineering, procurement, construction, maintenance and related
technical services on a worldwide basis to an extensive range of industrial,
commercial, utility, natural resources, energy and governmental clients.
The Company maintains investments in coal-related businesses through its
ownership of A. T. Massey Coal Company, Inc. ("Massey"). In April of 1994, the
Company sold its lead business.
A summary of the Company's operations and activities by business segment
and geographic area is set forth below.
ENGINEERING AND CONSTRUCTION
The Fluor Daniel group of domestic and foreign companies ("Fluor Daniel")
provides a full range of engineering, construction and related services to
clients in a broad range of markets on a worldwide basis. The types of services
provided by Fluor Daniel, directly or through companies or partnerships jointly
owned or affiliations with other companies, include: feasibility studies,
conceptual design, engineering, procurement, project and construction
management, construction, maintenance, plant operations, technical, project
finance, quality assurance/quality control, start-up assistance, site
evaluation, licensing, consulting and environmental services.
Fluor Constructors International, Inc. ("Fluor Constructors") is organized
and operated separately from Fluor Daniel. Fluor Constructors provides
construction management, construction and maintenance services in the United
States and Canada. Fluor Constructors is the Company's union construction arm.
The engineering and construction business is conducted under various types
of contractual arrangements, including cost reimbursable (plus fixed or
percentage fee), all-inclusive rate, unit price, fixed or maximum price and
incentive fee contracts. Contracts are either competitively bid and awarded or
individually negotiated. In terms of dollar amount, the majority of contracts
are of the cost reimbursable type. In certain instances, the Company has
guaranteed facility completion by a scheduled acceptance date and/or achievement
of certain acceptance and performance testing levels. Failure to meet any such
schedule or performance requirements could result in additional costs and the
amount of such additional costs could exceed project profit margins.
The markets served by the business are highly competitive and for the most
part require substantial resources, particularly highly skilled and experienced
technical personnel. There are a large number of companies competing in the
markets served by the business. Competition is primarily centered on performance
and the ability to provide the engineering, planning and management skills
required to complete complex projects in a timely and cost efficient manner. The
engineering and construction business derives its competitive strength from its
diversity, reputation for quality, worldwide procurement capability, project
management expertise, geographic coverage, ability to meet client requirements
by performing construction on either a union or open shop basis, ability to
execute projects of varying sizes, strong safety record and lengthy experience
with a wide range of services and technologies.
Design and engineering services provided by the engineering and
construction business involve the continual development of new and improved
versions of existing processes, materials or techniques, some of which are
patented. However, none of the existing or pending patents held or licensed by
the business are considered essential to operations. Generally, the development
and improvement of processes, materials and techniques are performed as part of
design and engineering services in connection with the projects undertaken for
various clients.
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FLUOR DANIEL
Fluor Daniel's operations have been realigned into regional, industry and
specialized groups responsible for identifying and capitalizing on opportunities
in their market segments. Regional groups include Asia Pacific, the Americas,
and Europe, Africa and the Middle East which provide geographic expertise and
capability. Industry groups include Process, Industrial, and Power and
Government. Specialized groups include Diversified Services and Sales and
Marketing. The Sales and Marketing Group includes strategic planning and project
finance and provides sales and marketing support and assistance to all of the
other groups. The industry and Diversified Services groups are described in
further detail below.
Individual operating companies within the groups focus on specific clients,
industries and markets. The operating companies rely on a network of operations
centers and regional offices to provide resources and expertise in support of
project execution worldwide.
While the United States will remain an important market for Fluor Daniel's
services, increasingly the largest share of opportunities are located outside
the United States. Demand for higher living standards is driving strong economic
growth in developing economies, particularly in the Asia Pacific and Latin
American regions. Expansion of basic industries is increasing fundamental energy
requirements and infrastructure needs. Globalization of markets and geopolitical
change is also stimulating strategic investments in new production facilities in
these emerging markets.
In fiscal 1994, the Process, Power and Government, and Diversified Services
groups experienced declines in new awards and Industrial Group awards increased.
There continue to be a number of megaproject opportunities, particularly outside
the United States. The large scale and uncertain timing of these projects can
create variability in the Company's new award and backlog pattern.
The operations of Fluor Daniel are detailed below by industry group:
Process
Services provided by the Process Group include services provided through
the following operating companies: Petroleum and Petrochemicals; Production and
Pipelines; and Chemicals, Plastics and Fibers. The Delta business unit, which
provided services worldwide to E. I. du Pont de Nemours and Company under an
alliance agreement, has been merged into the Chemicals, Plastics and Fibers
operating company.
During fiscal 1994, Process Group awards included: engineering, procurement
and construction for a grass roots polymer plant in North Carolina; engineering,
procurement and construction assistance for a fluid catalytic cracking unit in
Korea; engineering, procurement and construction management for a cogeneration
project in Kansas, a gas oil hydrotreater in California, a grass roots methanol
plant in Norway, gas injection and underground gas storage in the Netherlands, a
herbicide facility in Louisiana and capacity expansion at a refinery in Mexico;
engineering and procurement for revamp of a reformer unit in Texas and a sour
gas plant and sweetening and sulphur recovery facilities, both in Canada;
procurement and construction management for a grass roots petrochemical complex
in Kuwait; engineering for an organic acid plant expansion in Texas, a refinery
upgrade and expansion in Kansas, a liquid petroleum gas plant expansion in Saudi
Arabia and oil terminals in Lithuania; construction of an ethoxylation plant in
Texas; and inspection services for a gas pipeline and facilities in Florida.
Ongoing projects include: engineering, procurement and construction for a
hydrochlorofluorocarbon plant in Kentucky, a grass roots polyethylene facility
in Mexico, an aspartame facility expansion in the Netherlands and an ethylene
debottlenecking project for a refinery in Texas; engineering, procurement and
construction assistance for a reformulated gasoline project in California;
engineering, procurement and construction management for a fibers line plant in
Luxembourg, a fluid catalytic cracking unit ("FCCU") revamp in Illinois, a grass
roots refinery in Thailand, a pipeline from Argentina to Chile, a delayed coker
in Venezuela, a reformulated gasoline and a clean fuels program, both in
California, and a plastics stretch project in Indiana; engineering and
procurement for a chlor-alkali/ethylene expansion of a petrochemical plant in
Saudi Arabia, a reformulated fuels project at a refinery in California, an
inter-refinery pipeline in Pennsylvania and oil production facilities in Gabon;
engineering and construction management for a grass roots nylon facility in
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Spain and a grass roots polymer facility in Singapore; engineering for an
aromatics project for a refinery in Pennsylvania, pipeline and pump stations in
Alaska, a debottlenecking project in Indonesia and for early production system
equipment, oil field production facilities, pipeline development and oil field
expansion, all in Columbia; and construction of a chemical plant in Louisiana
and a spherilene and ethylene purification facility in Texas.
Projects completed in fiscal 1994 included: engineering, procurement and
construction for fire rehabilitation of a refinery in Mississippi, a
bi-component fibers facility and expansion of a fibers facility, both in North
Carolina, a turbine generator in South Carolina, modifications to a refinery in
California, a plastics stretch project in Alabama and a filter tow facility
expansion in the United Kingdom; engineering, procurement, and construction
management for a refinery upgrade project in the Netherlands, a hydrotreater
upgrade in Canada, a field gathering and oil production system in Gabon, a
refinery revamp in Belgium, a refinery expansion in the Philippines, an
expansion of crude oil production facilities in Saudi Arabia and a
methyl-tertiary butyl ether ("MTBE") chemical complex in Saudi Arabia;
engineering and procurement for a liquid petroleum gas plant upgrade in the
United Arab Emirates, a fibers expansion plant in the Netherlands, an effluent
quality upgrade for a refinery in the United Kingdom, a hydrocracker revamp in
California, an ethoxylation project in Texas and an ethylene glycol plant in
Canada; engineering and construction management for a bulk fibers facility
expansion in Canada; engineering for pipeline inspection and right of way
services in New York, a natural gas liquids recovery facility in Nigeria, fire
rehabilitation of a gas plant in the United Arab Emirates and a tertiary-amyl
methyl ether ("TAME") unit in Texas; construction in Louisiana of gas
reinjection modules for erection in Alaska, a grass roots film facility in Ohio
and a chemical fibers plant in North Carolina; and construction management for a
polyester fiber facility in South Carolina.
Industrial
Services provided by the Industrial Group include a broad range of services
provided through the following operating companies: Mining and Metals;
Automotive and General Manufacturing; Pharmaceuticals and Biotechnology; Food
and Beverage; Commercial and Institutional Facilities; Electronics;
Infrastructure; Telecommunications; and Jaakko Poyry/Fluor Daniel which serves
the pulp and paper industry. An additional operating company is dedicated to
serving Fluor Daniel's alliance with Procter & Gamble.
During fiscal 1994, Industrial sector domestic and international contract
awards included: engineering, procurement and construction for a food processing
plant in Utah and a gold mine in Chile; engineering, procurement and
construction management for apparel distribution centers at various locations
throughout the United States, a fine chemicals manufacturing plant in Arkansas,
a grass roots silicon wafer manufacturing plant in Taiwan, de-inking and paper
recycle facilities in the United Kingdom and a copper concentrator expansion and
pipeline project in Chile; engineering and construction management for an engine
facility in New Jersey; engineering for a synthetic growth hormone facility in
Puerto Rico and a vaccine manufacturing plant in North Carolina; construction
for a paper mill environmental upgrade in Florida and a personal care product
plant in Puerto Rico; construction management for an automotive assembly plant
in Alabama, prison projects in Texas and California, a computer disk
manufacturing plant in Malaysia and a multi-product personal care facility in
the Philippines; project management for a courts/detention facility in Texas;
and general construction for an engine plant expansion in Ohio.
Ongoing projects include: engineering, procurement and construction for a
blast furnace coal injection facility in Indiana, personal care and laundry
detergent manufacturing facilities in Ohio and an emergency 911 response system
for the City of Chicago, Illinois; engineering, procurement and construction
management for a grass roots paint shop in Kentucky, a dextrose expansion
project in Illinois, a copper mine expansion in Indonesia, a copper smelter
modernization in Utah, a copper concentrator expansion in Chile, a sodium
cromoglycate facility in the United Kingdom and a paper products plant in Korea;
engineering and construction management for a tobacco facility in the
Netherlands; engineering and construction for a corn processing plant in
Illinois and several consumer products plants in Ohio; condition assessment for
facilities at 12 military installations at various locations throughout the
United States; construction for an automotive assembly plant in South Carolina
and a pulp mill modernization in Ohio; construction management for the
renovation of a turbine facility in South Carolina, a correctional facility
expansion in California, a county jail
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expansion in Texas, a tobacco processing plant expansion in North Carolina, a
pilot plant for pharmaceutical manufacturing in New Jersey and a grass roots
chemical plant in Puerto Rico; maintenance services for automotive facilities in
Hungary, Tennessee and Germany; and project management for a convention center
in North Carolina, rail stations for the Federal Transportation Administration
in New York City, rail transit for the Los Angeles County Metropolitan
Transportation Authority and highway construction in Orange County, California.
Projects completed in fiscal 1994 included: engineering, procurement and
construction for food processing plants in Florida, Georgia, South Carolina,
Texas and Wisconsin; engineering, procurement and construction management for a
building and garage upgrade in Germany, a solvent extraction electrowinning
copper processing facility in Chile, a pharmaceutical plant in Canada, a growth
factor fermentation plant in California and regional headquarters building in
Venezuela; engineering, procurement and validation for a synthetic hemoglobin
manufacturing facility in Colorado; engineering and procurement for a copper
electrorefinery in Arizona; engineering and construction management for an
automotive manufacturing plant expansion in Ohio and a tobacco facility in
Turkey; design and construction management for six embassies in Eastern Europe
for the United States Department of State; engineering for a nickel reverts
handling project in Canada and a process and enzyme system in Missouri;
construction for a newsprint mill in Tennessee and a grass roots wastewater
facility in Puerto Rico; and construction management for a weave room addition
in South Carolina, a dairy plant in Germany, airport expansions in Georgia and
Japan, a newsprint recycling plant in Australia and a biotechnology clinical
manufacturing plant in Colorado.
Power and Government
The Power and Government Group provides services through the Power
Generation, Duke/Fluor Daniel and Power Services operating companies which serve
public utilities and private power companies. The Government Services and FERMCO
operating companies serve the United States government.
During fiscal year 1994, Power and Government Group contract awards
included: engineering, procurement, construction management and start-up
assistance for coal switching modifications to a coal-fired facility in Indiana;
engineering, procurement and construction management for a fuel cell pilot plant
in California; engineering services for the United States Department of Energy
("DOE") National Engineering Laboratories in Idaho; engineering and procurement
for a waste-to-energy facility in New York; and maintenance for a 3x1270
megawatt nuclear plant in Arizona.
Ongoing projects include: environmental remediation management for the DOE
former uranium processing plant in Ohio (the "Fernald Project"); engineering,
design and procurement for a 385 megawatt pulverized coal plant in South
Carolina; engineering and construction for emission monitoring equipment for
various power generating sites of utilities in Arkansas, Louisiana, Mississippi
and Texas; engineering and construction management for various radar and weather
stations located throughout the United States for the National Oceanic and
Atmospheric Administration; engineering for a laboratory facility upgrade in
Illinois, a nuclear utility in Illinois, a DOE waste vitrification plant in
Washington, the DOE nuclear waste repository program and the reconfiguration of
the DOE nuclear weapons program; operation and maintenance for a 130 megawatt
cogeneration facility in Virginia; management and operation services for the
Naval Petroleum and Oil Shale Reserves program for the DOE in Colorado, Utah and
Wyoming; maintenance for fossil and gas generation plants in Texas, Georgia,
Louisiana, Arkansas, Mississippi, Australia, Florida and Tennessee; maintenance
for nuclear plants in South Carolina, Kansas, Virginia and Texas; and
maintenance and outage support at various plant sites for a southeastern power
generator in Tennessee and Kentucky.
Projects completed in fiscal 1994 included: engineering and construction
management for the DOE Strategic Petroleum Reserve in Louisiana; and engineering
and procurement for a 600 megawatt fossil plant repowering in New Jersey.
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Diversified Services
The Diversified Services Group was created in fiscal 1994 to expand
existing businesses, to support Fluor Daniel's operating companies and to expand
the core competencies of Fluor Daniel beyond the limits of the traditional
engineering and construction project cycle into new areas of business.
Existing businesses in the group include the following operating companies:
Facility and Plant Services; TRS International, which provides temporary
personnel; American Equipment Company, which sells and leases construction tools
and equipment to Fluor Daniel, Fluor Constructors and the
construction/maintenance industry; and Environmental Services. Operating
companies and functional areas dedicated primarily to support other Fluor Daniel
operating companies include Construction, Project Execution Services, Project of
the Future and Continuous Performance Improvement. Operating companies focused
on expanding core competencies include Consulting, which will focus on providing
solutions to client needs that do not typically fall under traditional
engineering and construction services; Technology, which will evaluate
investment opportunities in technology; and Acquion, which is dedicated to
procurement services.
During fiscal 1994, Diversified Services Group contract awards included:
design and installation of a computerized maintenance system for a petroleum
company in Indonesia; and training services for pre-start up of an automotive
assembly plant in Alabama.
Ongoing projects include: engineering, procurement, construction management
and program management for an environmental remediation program for a toxic
waste site in Indiana; environmental investigation, feasibility studies and
remediation for the United States Army Environmental Center, the United States
Army Corps of Engineers and the United States Environmental Protection Agency;
environmental investigation, remediation design and implementation services for
a chemical waste site in Ohio; environmental investigation and remediation plan
services for a toxic waste site in New York; and maintenance for a tire
manufacturing facility in Tennessee, a petrochemical plant in Texas, computer
manufacturing plants in Florida, Texas and North Carolina and a refinery in
Mississippi.
FLUOR CONSTRUCTORS
Fluor Constructors is organized and operated separately from Fluor Daniel.
Fluor Constructors provides unionized construction management, construction and
maintenance services in the United States and Canada, both independently and as
a subcontractor to Fluor Daniel, and global support to all Fluor Daniel industry
and regional groups.
During fiscal 1994, Fluor Constructors awards included: construction and
construction management for a hydrocracker revamp for a refinery in Delaware and
a waste-to-energy facility in New York; and construction management for a coker
shutdown and sulfur dioxide unit, both in Canada.
Ongoing projects include: construction and construction management for an
ethylene glycol plant expansion in Canada and a reformulated gasoline project at
a refinery in California; construction management for an aromatics project for a
refinery and an inter-refinery pipeline, both in Pennsylvania, a blast furnace
coal injection facility in Indiana, a potable water supply system in Nevada and
an Emergency 911 response system for the City of Chicago, Illinois; maintenance
and outage support at various plant sites for a southeastern power generator in
Tennessee and Kentucky; and maintenance for nuclear power plants in Missouri and
Alabama and fossil power plants in Louisiana, Mississippi and Arkansas.
Projects completed in fiscal 1994 included: construction management for a
copper smelter in Canada; and maintenance for a nuclear power plant in Florida.
BACKLOG
During fiscal 1994, as part of its ongoing reengineering effort, Fluor
Daniel realigned its operating companies into four major industry groups:
Process, Industrial, Power and Government, and Diversified
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Services. Backlog balances at October 31, 1993, have been reclassified to
conform with the current operating company alignment.
The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1994 and 1993 by business
group:
1994 1993
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(IN MILLIONS OF
DOLLARS)
Process................................................ $ 7,668 $ 7,430
Industrial............................................. 3,564 3,449
Power and Government................................... 2,369 3,212
Diversified Services................................... 421 663
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$14,022 $14,754
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The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1994 and 1993 by region:
1994 1993
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(IN MILLIONS OF
DOLLARS)
United States.......................................... $ 6,802 $ 9,045
Europe, Africa and Middle East......................... 4,387 3,178
Asia Pacific........................................... 1,662 1,679
The Americas........................................... 1,171 852
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$14,022 $14,754
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Estimated portion not to be performed during
fiscal 1995:.................................... 54%
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The dollar amount of the backlog is not necessarily indicative of the
future earnings of Fluor related to the performance of such work. Although
backlog represents only business which is considered to be firm, there can be no
assurance that cancellations or scope adjustments will not occur. Due to
additional factors outside of Fluor's control, such as changes in project
schedules, Fluor cannot predict with certainty the portion of its October 31,
1994, backlog to be performed subsequent to fiscal 1995.
At October 31, 1994, three significant projects contributed approximately
$3.3 billion of backlog to the Process Group. Two of these projects are with
companies affiliated with Royal Dutch Shell (the Rayong Refinery project in
Thailand and the Pernis Refinery in the Netherlands) and the third project is
with a company affiliated with Union Carbide (the Kuwait Petrochemical
Refinery). Approximately $1.6 billion of the Power and Government backlog at
October 31, 1994, is attributable to the DOE Fernald Project and subject to
government funding determined on an annual basis.
COAL INVESTMENT
A. T. Massey Coal Company, Inc., which is headquartered in Richmond,
Virginia, and its subsidiaries conduct Massey's coal-related businesses and are
collectively referred to herein as the "Massey Companies."
The Massey Companies produce, process and sell bituminous, low sulfur coal
of steam and metallurgical grades from 16 mining complexes (14 of which include
preparation plants) located in West Virginia, Kentucky and Tennessee. At October
31, 1994, two of the mining complexes were still in development and not yet
producing coal. A third mining complex is idle pending negotiation of a labor
agreement.
Operations at certain of the facilities are conducted in part through the
use of independent contract miners. The Massey Companies also purchase and
resell coal produced by unrelated companies. Steam coal is used primarily by
utilities as fuel for power plants. Metallurgical coal is used primarily to make
coke for use in the manufacture of steel.
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For each of the three years in the period ended October 31, 1994, the
Massey Companies' production (expressed in thousands of short tons) of steam
coal and metallurgical coal, respectively, was 17,120 and 7,333 for fiscal 1994,
16,048 and 5,163 for fiscal 1993, and 13,832 and 3,867 for fiscal 1992. Sales
(expressed in thousands of short tons) of coal produced by the Massey Companies
and others, respectively, were 23,835 and 1,284 for fiscal 1994, 21,192 and
2,302 for fiscal 1993, and 17,538 and 4,402 for fiscal 1992.
A large portion of the steam coal produced by the Massey Companies is sold
to domestic utilities under long-term contracts. Metallurgical coal is sold to
both foreign and domestic steel producers. Approximately 53% of the Massey
Companies' fiscal 1994 coal production was sold under long-term contracts, 71%
of which was steam coal and 29% of which was metallurgical coal. Approximately
8% of the coal tonnage sold by the Massey Companies in fiscal 1994 was sold on
the export market.
Massey is among the five largest marketers of coal in the United States.
The coal market is a mature market with many strong competitors. Competition is
primarily dependent upon coal price, transportation cost, producer reliability
and characteristics of coal available for sale. The management of Massey
considers Massey to be generally well-positioned with respect to these factors
in comparison to its principal competitors.
On October 15, 1994, the Massey Companies acquired certain assets in Boone
and Raleigh Counties, West Virginia, from Peabody Coal Company, including two
preparation plants, related mining facilities and an estimated 146 million tons
of both metallurgical and low sulfur steam coal reserves. The Massey Companies
also acquired four metallurgical coal supply agreements serviced from the
property, including a long-term supply agreement with a major steel producer.
Recently passed acid rain legislation is generally anticipated to benefit
prices for low sulfur coal. Massey intends to continue to evaluate and pursue,
in appropriate circumstances, the acquisition of additional low sulfur coal
reserves.
The Coal Industry Retiree Health Benefits Act of 1992 (the "Act") provides
that certain retired coal miners who were members of the United Mine Workers of
America, along with their spouses, are guaranteed health care benefits. The
Massey Companies' obligation under the Act is currently estimated to aggregate
$52 million which will be recognized as expense as payments are assessed. The
amount expensed during fiscal 1994 approximated $4 million.
The management of the Massey Companies estimates that, as of October 31,
1994, the Massey Companies had total recoverable reserves (expressed in
thousands of short tons) of 1,411,265; 569,374 of which are assigned recoverable
reserves and 841,891 of which are unassigned recoverable reserves; and 1,053,154
of which are proven recoverable reserves and 358,111 of which are probable
recoverable reserves.
The management of the Massey Companies estimates that approximately 35% of
the total reserves listed above consist of reserves that would be considered
primarily metallurgical grade coal. They also estimate that approximately 67% of
all reserves contain less than 1% sulfur. A portion of the steam coal reserves
could be beneficiated to metallurgical grade by coal preparation plants, and
substantially all of the metallurgical coal reserves could be sold as high
quality steam coal, if market conditions warrant.
"Reserves" means that part of a coal deposit which could be economically
and legally extracted or produced at the time of the reserve determination.
"Recoverable reserves" means coal which is recoverable by the use of existing
equipment and methods under federal and state laws now in effect. "Assigned
recoverable reserves" means reserves which can reasonably be expected to be
mined from existing or planned mines and processed in existing or planned
plants. "Unassigned recoverable reserves" means reserves for which there are no
specific plans for mining and which will require for their recovery substantial
capital expenditures for mining and processing facilities. "Proven recoverable
reserves" refers to deposits of coal which are substantiated by adequate
information, including that derived from exploration, current and previous
mining operations, outcrop data and knowledge of mining conditions. "Probable
recoverable reserves" refers to deposits of coal which are based on information
of a more preliminary or limited extent or character, but which are considered
likely.
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SALE OF LEAD BUSINESS
In November 1992, the Company announced its decision to exit its lead
business, conducted primarily through The Doe Run Company ("Doe Run"). As a
result, the Company's lead segment was classified as a discontinued operation in
the Company's consolidated financial statements. In April 1994, the lead
business was sold to an affiliate of a private investment company for
consideration consisting of both cash and deferred payments. Proceeds included
$52 million cash on the date of the closing and deferred amounts to be paid in
installments over periods ranging from five to eight years.
OTHER MATTERS
ENVIRONMENTAL, SAFETY AND HEALTH MATTERS
The Massey Companies, the Company's coal investment and only remaining
natural resource operation, are affected by and comply with federal, state and
local laws and regulations relating to environmental protection and plant and
mine safety and health, including but not limited to the federal Surface Mining
Control and Reclamation Act of 1977; Occupational Safety and Health Act; Mine
Safety and Health Act of 1977; Water Pollution Control Act, as amended by the
Clean Water Act of 1977; Black Lung Benefits Revenue Act of 1977; and Black Lung
Benefits Reform Act of 1977. It is impossible to predict the full impact of
future legislative or regulatory developments on such operations, because the
standards to be met, as well as the technology and length of time available to
meet those standards, continue to develop and change.
In fiscal 1994, Fluor expended approximately $5.3 million to comply with
environmental, health and safety laws and regulations in connection with its
coal investment, none of which were capital expenditures. Fluor anticipates
making $12.2 million and $8.3 million in such non-capital expenditures in fiscal
1995 and 1996, respectively. Of these expenditures, $2.6 million, $9.2 million
and $5.6 million for fiscal 1994, 1995 and 1996, respectively, are (in the case
of fiscal 1994) or are anticipated to be (in the case of fiscal 1995 and 1996)
for surface reclamation. Existing reserves are believed to be adequate to cover
actual and anticipated surface reclamation expenditures. Other expenditures will
be expensed as incurred.
Other
In 1986, the California North Coast Regional Water Quality Control Board
for the State of California requested that the Company perform a site
investigation of a property in Northern California designated as a hazardous
waste site under the California Hazardous Waste Control Act. The Company
formerly owned the property. The California Environmental Protection Agency has
assumed lead agency status for any required remedial action at the site. The
Company signed a Consent Order to perform a remedial investigation/feasibility
study that will determine the extent of contamination for purposes of
determining the remedial action required to remedy and/or remove the
contamination.
The sale by Fluor of its lead business included St. Joe Minerals
Corporation ("St. Joe") and its environmental liabilities for several different
lead mining, smelting and other lead related environmental sites. As a condition
of the St. Joe sale, however, Fluor retained responsibility for certain non-lead
related environmental liabilities arising out of St. Joe's former zinc mining
and smelting division, but only to the extent that such liabilities are not
covered by St. Joe's comprehensive general liability insurance. These
liabilities arise out of three zinc facilities located in Bartlesville,
Oklahoma; Monaca, Pennsylvania; and Balmat, New York (the "Zinc Facilities").
In 1987, St. Joe sold its zinc mining and smelting division to Zinc
Corporation of America ("ZCA"). As part of the sale agreement, St. Joe and Fluor
agreed to indemnify ZCA for certain environmental liabilities arising from
operations conducted at the Zinc Facilities prior to the sale. During fiscal
year 1993, ZCA made claims under this indemnity as well as under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
against St. Joe for past and future environmental expenditures at the Zinc
Facilities. In fiscal year 1994, ZCA filed suit against St. Joe and Fluor, among
others, seeking compensation for environmental expenditures at the Zinc
Facilities. In fiscal year 1994, Fluor and St. Joe, among others, executed a
settlement agreement with ZCA which, among other things, cancels the indemnity
previously
8
10
provided to ZCA and limits environmental expenditures at the Zinc Facilities for
which St. Joe would be responsible to no more than approximately $10 million.
Expenses incurred and payments made under the settlement agreement would be made
over the span of at least five years, if not longer.
Fluor and St. Joe, among others, are currently prosecuting cost recovery
actions under CERCLA against other potentially responsible parties for the
Bartlesville facility. In addition, St. Joe has initiated legal proceedings
against certain of its insurance carriers alleging that the investigative and
remediation costs, for which St. Joe is or may be responsible, including costs
incurred prior to the sale of St. Joe and costs related to the Zinc Facilities,
are covered by insurance. A portion of any recoveries received from the
insurance carriers would be, pursuant to the St. Joe sale agreement, for the
benefit of Fluor. In January 1995, St. Joe executed a settlement agreement with
one of its primary insurance carriers that provided coverage for a minor portion
of the applicable coverage periods. St. Joe continues to pursue its other
primary insurance carrier for additional payments. In as much as the insurance,
as well as the cost recovery, proceedings remain in the early stages of
litigation, no credit or offset (other than for amounts actually received in
settlement), has been taken into account by Fluor in establishing its reserves
for future environmental costs.
The Company believes, based upon present information available to it, that
its reserves with respect to future environmental costs are adequate, and that
such future costs will not have a material effect on the Company's consolidated
financial condition, results of operations or liquidity. However, the imposition
of more stringent requirements under environmental laws or regulations, new
developments or changes regarding site cleanup costs or the allocation of such
costs among potentially responsible parties, or a determination that the Company
is potentially responsible for the release of hazardous substances at sites
other than those currently identified, could result in additional expenditures,
or the provision of additional reserves in expectation of such expenditures.
NUMBER OF EMPLOYEES
The following table sets forth the number of salaried and craft/hourly
employees of Fluor and its subsidiaries engaged in Fluor's business segments as
of October 31, 1994:
SALARIED CRAFT/HOURLY TOTAL
-------- ------------ ------
Engineering and construction......................... 16,433 21,420 37,853
Coal................................................. 655 1,299 1,954
-------- ------------ ------
17,088 22,719 39,807
======= ============ ======
OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA
The financial information for business segments and geographic areas is
included in the Operations by Business Segment and Geographic Area section of
the Notes to Consolidated Financial Statements in Fluor's 1994 Annual Report to
stockholders, which section is incorporated herein by reference.
ITEM 2. PROPERTIES.
Major Facilities
Operations of Fluor and its subsidiaries are conducted in both owned and
leased properties. In addition, certain owned or leased properties of Fluor and
its subsidiaries are leased or subleased to third party tenants. The following
table describes the general character of the major existing facilities,
exclusive of mines, coal preparation plants and their adjoining offices:
LOCATION INTEREST
---------------------------------------------------------- ------------------
UNITED STATES
Corporate Headquarters
Irvine, California................................... Leased
9
11
LOCATION INTEREST
---------------------------------------------------------- ------------------
Engineering and Construction Offices
Anchorage, Alaska.................................... Leased
Appleton, Wisconsin.................................. Leased
Bakersfield, California.............................. Leased
Charlotte, North Carolina............................ Leased
Chicago, Illinois.................................... Leased
Cincinnati, Ohio..................................... Leased
Corpus Christi, Texas................................ Leased
Dallas, Texas........................................ Leased
Falls Church, Virginia............................... Leased
Golden, Colorado..................................... Leased
Greenville, South Carolina........................... Owned and leased
Houston (Sugar Land office), Texas................... Owned
Irvine, California................................... Leased
Kansas City, Missouri................................ Leased
Nashville, Tennessee................................. Leased
Philadelphia, Pennsylvania (Marlton,
New Jersey office)................................... Leased
Richmond, Virginia................................... Leased
Tulsa, Oklahoma...................................... Leased
Washington, D.C...................................... Leased
Coal Offices............................................ Owned
(Kentucky, Tennessee, Virginia, West Virginia)
FOREIGN
Engineering and Construction Offices
Al Khobar, Saudi Arabia (Dhahran area)............... Owned
Asturias, Spain...................................... Leased
Bangkok, Thailand.................................... Leased
Beijing, People's Republic of China.................. Leased
Bergen op Zoom, Netherlands.......................... Leased
Calgary, Canada...................................... Leased
Camberley, England................................... Leased
Dubai, United Arab Emirates.......................... Leased
Dusseldorf, Germany.................................. Leased
Haarlem, Netherlands................................. Owned and leased
Ho Chi Minh City, Vietnam............................ Leased
Hong Kong............................................ Leased
Jakarta, Indonesia................................... Leased
Kuala Lumpur, Malaysia............................... Leased
Leipzig, Germany..................................... Leased
London (Uxbridge), England........................... Leased
Madrid, Spain........................................ Leased
Manchester, England.................................. Leased
Manila, Philippines.................................. Leased
Melbourne, Australia................................. Leased
New Delhi, India..................................... Leased
10
12
LOCATION INTEREST
---------------------------------------------------------- ------------------
Perth, Australia..................................... Leased
San Juan, Puerto Rico................................ Leased
Santiago, Chile...................................... Leased
Seoul, Korea......................................... Leased
Singapore............................................ Leased
Tokyo, Japan......................................... Leased
Vancouver, Canada.................................... Leased
Wiesbaden, Germany................................... Leased
Coal Properties
See Item 1, Business, of this report for additional information regarding
the coal operations and properties of Fluor.
ITEM 3. LEGAL PROCEEDINGS.
Fluor and its subsidiaries, incident to their business activities, are
parties to a number of legal proceedings in various stages of development,
including but not limited to those described below. The majority of these
proceedings, other than environmental proceedings, involve matters as to which
liability, if any, of Fluor or its subsidiaries would be adequately covered by
insurance. With respect to litigation outside the scope of applicable insurance
coverage and to the extent insured claims may exceed liability limits, it is the
opinion of the management of Fluor, based on reports of counsel, that these
matters individually and in the aggregate will not have a material adverse
effect upon the consolidated financial position or results of operations of
Fluor.
In July 1987, four lawsuits were filed against R. T. Vanderbilt Company,
Inc., Gouverneur Talc Company, Inc., St. Joe and Fluor for personal injury and
wrongful death allegedly due to asbestos, talc and silicon exposure in certain
New York mines. Subsequent to July 1987, 16 additional lawsuits have been filed.
All of these suits (representing a total of 213 plaintiffs) have been filed with
the New York Supreme Court, St. Lawrence County, New York. The total damages
claimed in these cases, referred to as Bailey, Baker, Beane, et al. v. R. T.
Vanderbilt Company, Inc., et al. (the claims have not been consolidated), are
$287 million against all defendants. Plaintiffs also seek an unspecified amount
of punitive damages against all defendants.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT(1)
LESLIE G. MCCRAW, age 60
Director since 1984; Chairman of Executive Committee and member of
Governance Committee. Chairman of the Board since 1991; Chief Executive Officer
since 1990; formerly Vice Chairman of the Board from 1990; formerly President
from 1988; joined the Company in 1975.
DENNIS W. BENNER, age 53
Vice President and Chief Information Officer since November, 1994; formerly
Vice President and General Manager, Information, and Vice President and General
Manager, Target Marketing Services, for TRW from 1992 and 1986, respectively.
CHARLES J. BRADLEY, Jr., age 59
Vice President, Human Resources and Administration since 1986; joined the
Company in 1958.
11
13
J. MICHAL CONAWAY, age 46
Vice President and Chief Financial Officer since May, 1994; formerly Vice
President, Finance, from 1993; formerly Vice President and Chief Financial
Officer of National Gypsum Company and its parent, Aancor Holdings, Inc., from
1988.
JAMES O. ROLLANS, age 52
Chief Administrative Officer since May, 1994; Senior Vice President since
1992; formerly Chief Financial Officer from 1992; formerly Vice President,
Corporate Communications, from 1982; joined the Company in 1982.
P. JOSEPH TRIMBLE, age 64
Corporate Secretary since 1992; Senior Vice President, Law, since 1984;
joined the Company in 1972.
EXECUTIVE OPERATING OFFICERS(1)
HUGH K. COBLE, age 60
Director since 1984. Vice Chairman since April, 1994; formerly Group
President of Fluor Daniel, Inc.(2) from 1986; joined the Company in 1966.
DENNIS G. BERNHART, age 49
Group President, The Americas, of Fluor Daniel, Inc.(2) since May, 1994;
formerly President, Latin America, Middle East and Africa, of that company from
1993; formerly Vice President, Sales, of that company from 1982; joined the
Company in 1968.
DON L. BLANKENSHIP, age 44
Chairman of the Board and Chief Executive Officer of A. T. Massey Coal
Company, Inc.(3) since 1992; formerly President and Chief Operating Officer of
that company from 1990; formerly President of Massey Coal Services, Inc.(4) from
1989; joined Rawl Sales & Processing Co.(5) in 1982.
RICHARD D. CARANO, age 55
Group President, Asia/Pacific, of Fluor Daniel, Inc.(2) since May, 1994;
formerly President, Asia/Pacific, of that company from 1993; formerly Vice
President, Sales, of that company from 1987; joined the Company in 1970.
E. DAVID COLE, JR., age 57
Group President, Process, of Fluor Daniel, Inc.(2) since May, 1994;
formerly Vice President, Petroleum and Petrochemicals, of that company from
1987; joined the Company in 1965.
CHARLES R. COX, age 52
Group President, Industrial, of Fluor Daniel, Inc.(2) since May, 1994;
formerly President, Operations Centers, of that company from 1989; joined the
Company in 1969.
RICHARD A. FLINTON, age 64
Chairman of the Board of Fluor Constructors International, Inc.(6) since
1989; joined the Company in 1960.
12
14
THOMAS P. MERRICK, age 57
Vice President, Strategic Planning, of Fluor Daniel, Inc.(2) since May,
1994; formerly Vice President, Technology, of that company from 1993; formerly
Vice President, Government Sales, of that company from 1989; joined the Company
in 1984.
CHARLES R. OLIVER, JR., age 51
Group President, Sales and Marketing, of Fluor Daniel, Inc.(2) since May,
1994; formerly President, Business Units, of that company from 1993; formerly
President, Hydrocarbon Sector, of that company from 1986; joined the Company in
1970.
CAREL J.C. SMEETS, age 55
Group President, Europe, Africa and Middle East, of Fluor Daniel, Inc.(2)
since May, 1994; formerly Vice President, European Operations, of that company
from 1991; formerly Vice President and Managing Director, the Netherlands, of
that company from 1985; joined the Company in 1969.
JAMES C. STEIN, age 51
Group President, Diversified Services, of Fluor Daniel, Inc.(2) since May,
1994; formerly President, Business Units, of that company from 1993; formerly
President, Industrial Sector, of that company from 1986; joined the Company in
1964.
RICHARD M. TEATER, age 46
Group President, Power and Government, of Fluor Daniel, Inc.(2) since May,
1994; formerly President, Power, of that company from 1993; formerly Vice
President, Power Marketing, of that company from 1990; formerly Vice President,
Industrial Marketing, of that company from 1988; joined the Company in 1980.
- ---------------
(1) Except where otherwise indicated, all references are to positions held with
Fluor.
(2) Fluor Daniel, Inc. is a wholly owned subsidiary of Fluor which provides
design, engineering, procurement, construction management and technical
services to a wide range of industrial, commercial, utility, natural
resources, energy and governmental clients.
(3) A. T. Massey Coal Company, Inc. is an indirectly wholly-owned subsidiary of
Fluor which, along with its subsidiaries, conducts Fluor's coal-related
investment.
(4) Massey Coal Services, Inc. is a wholly owned subsidiary of A. T. Massey Coal
Company, Inc.
(5) Rawl Sales & Processing Co. is a wholly owned subsidiary of A. T. Massey
Coal Company, Inc.
(6) Fluor Constructors International, Inc., a wholly owned subsidiary of Fluor,
provides construction and maintenance services to a variety of clients.
13
15
PART II
Information for Items 5, 6 and 7 is contained in Fluor's 1994 Annual Report
to stockholders, which information is incorporated herein by reference (and
except for these sections, and sections incorporated herein by reference in
Items 1 and 8 of this report, Fluor's 1994 Annual Report to stockholders is not
to be deemed filed as part of this report):
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, 1994 and 1993, and for each of the three years in
the period ended October 31, 1994, and Fluor's unaudited quarterly financial
data for the two year period ended October 31, 1994, in the Consolidated
Financial Statements (including the Consolidated Balance Sheet, Consolidated
Statement of Earnings, Consolidated Statement of Cash Flows, Consolidated
Statement of Shareholders' Equity and Notes to Consolidated Financial
Statements) and Quarterly Financial Data sections of Fluor's 1994 Annual Report
to stockholders, which are incorporated herein by reference. The report of
independent auditors on Fluor's consolidated financial statements is in the
Reports of Management and Independent Auditors section of Fluor's 1994 Annual
Report to stockholders, also incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning Fluor's executive officers is included under the
caption "Executive Officers of the Registrant" following Part I, Item 4. Other
information required by this item is included in the Biographical section of the
Election of Directors portion of the definitive proxy statement pursuant to
Regulation 14A, involving the election of directors, which is incorporated
herein by reference and will be filed with the Securities and Exchange
Commission (the "Commission") not later than 120 days after the close of Fluor's
fiscal year ended October 31, 1994.
ITEM 11. EXECUTIVE COMPENSATION.
Fluor maintains certain employee benefit plans and programs in which its
executive officers and directors are participants. Copies of these plans and
programs are set forth or incorporated by reference as Exhibits 10.1 through
10.19 inclusive to this report. Certain of these plans and programs provide for
payment of benefits or for acceleration of vesting of benefits upon the
occurrence of a change of control of Fluor as that term is defined in such plans
and programs. The amounts payable thereunder would represent an increased cost
to be paid by Fluor (and indirectly by its stockholders) in the event of a
change in control of Fluor. This increased cost would be a factor to be taken
into account by a prospective purchaser in determining whether, and at what
price, it would seek control of the Company and whether it would seek the
removal of then existing management.
14
16
If a change of control were to have occurred on October 31, 1994, the
additional amounts payable by Fluor, either in cash or in stock, if each of the
five most highly compensated executive officers and all executive officers as a
group were thereupon involuntarily terminated without cause would be as follows:
RESTRICTED SUPPLEMENTAL
STOCK BENEFIT
INDIVIDUAL OR GROUP(3) PLANS(1) PLAN(2)
---------------------- ----------- -------------
Leslie G. McCraw........................................ $ 2,979,039 $ 915,131
Hugh K. Coble........................................... 1,821,931 457,566
Don L. Blankenship...................................... 698,512 227,491
James O. Rollans........................................ 761,434 170,618
P. Joseph Trimble....................................... 540,932 400,143
All Executive Officers (18) including the above......... $10,811,942 $ 2,668,531
- ---------------
(1) Value at October 31, 1994 of previously awarded restricted stock which would
vest upon change of control.
(2) Lump sum entitlement of previously awarded benefits which would vest upon
change of control.
(3) The column formerly reporting cash payments under the Fluor Corporation
Change of Control Compensation Plan ("Plan") has been deleted because the
Company's Board of Directors elected not to renew the agreements under the
Plan which expired in fiscal 1994.
Further disclosure required by this item is included in the Organization
and Compensation Committee Report on Executive Compensation and Executive
Compensation and Other Information sections of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is included in the Stock Ownership
section of the Election of Directors portion of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is included in the Other Matters section
of the Election of Directors portion of the definitive proxy statement pursuant
to Regulation 14A, involving the election of directors, which is incorporated
herein by reference and will be filed not later than 120 days after the close of
Fluor's fiscal year ended October 31, 1994.
15
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements: The financial statements required to be filed
hereunder are listed on page 20 hereof. See Part II, Item 8 of this
report for information regarding the incorporation by reference
herein of such financial statements.
2. Financial Statement Schedules: All schedules have been omitted
since the required information is not present or not present in
amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated
financial statements and notes thereto.
3. Exhibits:
3.1 Restated Certificate of Incorporation of Fluor Corporation [filed as
Exhibit 3.1 to Fluor's annual report on Form 10-K for the fiscal year
ended October 31, 1987 and incorporated herein by reference]
3.2 Restated Bylaws (as amended effective January 19, 1995) of Fluor
Corporation
4.1 Fluor Corporation Dividend Reinvestment Plan (effective as of January 1,
1994) [filed as Exhibit 4.2 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1993 and incorporated herein by
reference]
EXECUTIVE COMPENSATION PLANS/PROGRAMS
10.1 Fluor Corporation and Subsidiaries Executive Incentive Compensation Plan
(as amended through September 15, 1988) [filed as Exhibit 10.1 to
Fluor's annual report on Form 10-K for the fiscal year ended October 31,
1992 and incorporated herein by reference]
10.2 Fluor Corporation and Subsidiaries Executive Deferred Compensation
Program (as amended through November 15, 1982) [filed as Exhibit 10.2 to
Fluor's annual report on Form 10-K for the fiscal year ended October 31,
1982 and incorporated herein by reference]
10.3 Fluor Corporation and Subsidiaries Executive Deferred Salary Program (as
amended through July 8, 1986) [filed as Exhibit 10.3 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.4 Fluor Corporation Deferred Directors' Fees Program (as amended through
November 15, 1983) [filed as Exhibit 10.3 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1983 and incorporated
herein by reference]
10.5 1977 Fluor Executive Stock Plan (as amended by Amendment No. 4 effective
December 9, 1986) [filed as Exhibit 10.6 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1986 and incorporated
herein by reference]
10.6 1981 Fluor Executive Stock Plan (as amended by Amendment No. 3 effective
December 9, 1986) [filed as Exhibit 10.9 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1986 and incorporated
herein by reference]
10.7 1982 Fluor Executive Stock Option Plan (as amended by Amendment No. 2
effective December 9, 1986) [filed as Exhibit 10.10 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.8 Fluor Executives' Health Plan Summary [filed as Exhibit 10.11 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1985
and incorporated herein by reference]
16
18
10.9 Directors' Life Insurance Summary [filed as Exhibit 10(i) to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1980
and incorporated herein by reference]
10.10 Executive Tax Services Plan (as amended and effective as of November 1,
1993) [filed as Exhibit 10.10 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1993 and incorporated herein by
reference]
10.11 Executive Personal Financial Counseling Plan (as amended and effective
as of November 1, 1993) [filed as Exhibit 10.11 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1993 and incorporated
herein by reference]
10.12 Company Automobile Policy Summary [filed as Exhibit 10.15 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1989
and incorporated herein by reference]
10.13 Fluor Excess Benefit Plan (as amended by Second Amendment effective
December 9, 1986) [filed as Exhibit 10.16 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1986 and incorporated
herein by reference]
10.14 Fluor Executives' Supplemental Benefit Plan (as amended by First
Amendment effective November 15, 1983) [filed as Exhibit 10.16 to
Fluor's annual report on Form 10-K for the fiscal year ended October 31,
1983 and incorporated herein by reference]
10.15 1988 Fluor Executive Stock Plan (as amended and restated effective
October 1, 1993) [filed as Exhibit 10.15 to Fluor's quarterly report on
Form 10-Q for the quarterly period ended April 30, 1994 and incorporated
herein by reference]
10.16 Fluor Corporation Change of Control Compensation Plan (as amended and
restated by Second Amendment effective October 1, 1989) [filed as
Exhibit 10.19 to Fluor's annual report on Form 10-K for the fiscal year
ended October 31, 1989 and incorporated herein by reference]
10.17 Fluor Special Executive Incentive Plan (as amended effective October 1,
1993) [filed as Exhibit 10.17 to Fluor's quarterly report on Form 10-Q
for the quarterly period ended April 30, 1994 and incorporated herein by
reference]
10.18 Retirement Plan for Outside Directors (effective as of May 1, 1992)
[filed as Exhibit 10.18 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by reference]
10.19 Officer Severance Plan (effective as of March 7, 1994)
OTHER CONTRACTS
10.20 Concourse Lease dated as of July 26, 1985 between Fluor Corporation and
Fluor Engineers, Inc. (an entity now having the corporate name of Fluor
Daniel, Inc.) with respect to a portion of the International
Headquarters facility located in Irvine, California, formerly owned by
Fluor (the "Irvine facility"); Schedule of substantially identical
Building Pod Lease and Corporate Tower Lease; and Assignment of Master
Leases dated July 26, 1985, assigning Fluor's lessor interest to Crow
Winthrop Operating Partnership ("CWOP") [filed as Exhibit 10.21 to
Fluor's annual report on Form 10-K for the fiscal year ended October 31,
1985 and incorporated herein by reference]
10.21 Amendment to Master Leases by and between CWOP, Fluor Daniel, Inc. and
Fluor Corporation dated as of November 1, 1989 with respect to the
Irvine facility [filed as Exhibit 10.19 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1991 and incorporated here in
by reference]
17
19
13 1994 Annual Report to stockholders (with the exception of the
information incorporated by reference into Items 1, 5, 6, 7 and 8 of
this report, Fluor's 1994 Annual Report to stockholders is not deemed to
be filed as part of this report)
21 Fluor Corporation Subsidiaries
23 Consent of Independent Auditors -- Ernst & Young LLP
24.1 Manually signed Power of Attorney executed by certain Fluor directors
and officers
24.2 Manually signed Powers of Attorney executed by certain Fluor directors
27 Financial Data Schedule
(b) Reports on Form 8-K:
None were filed during the last quarter of the period covered by this
report.
18
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FLUOR CORPORATION
January 27, 1995
By J.M. CONAWAY
---------------------------------
J. M. Conaway, Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ -----------------
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Director, Chairman of the January 27, 1995
- --------------------------------------------- Board and Chief Executive
L. G. McCraw Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
J. M. CONAWAY Vice President and Chief January 27, 1995
- --------------------------------------------- Financial Officer
J. M. Conaway
OTHER DIRECTORS:
* Director January 27, 1995
- ---------------------------------------------
H. K. Coble
* Director January 27, 1995
- ---------------------------------------------
P. J. Fluor
* Director January 27, 1995
- ---------------------------------------------
D. P. Gardner
* Director January 27, 1995
- ---------------------------------------------
W. R. Grant
* Director January 27, 1995
- ---------------------------------------------
B. R. Inman
* Director January 27, 1995
- ---------------------------------------------
R. V. Lindsay
* Director January 27, 1995
- ---------------------------------------------
V. S. Martinez
* Director January 27, 1995
- ---------------------------------------------
B. Mickel
* Director January 27, 1995
- ---------------------------------------------
M. R. Seger
*By A. M. OLDHAM
----------------------------------
A. M. Oldham,
Attorney-in-fact
Manually signed Powers of Attorney authorizing L. N. Fisher, A. M. Oldham
and P. J. Trimble and each of them, to sign the annual report on Form 10-K for
the fiscal year ended October 31, 1994 and any amendments thereto as
attorneys-in-fact for certain directors and officers of the registrant are
included herein as Exhibits 24.1 and 24.2.
19
21
FLUOR CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
ITEM 14(A)
1. FINANCIAL STATEMENTS
The following financial statements are contained in Fluor's 1994 Annual
Report to stockholders:
Consolidated Balance Sheet at October 31, 1994 and 1993
Consolidated Statement of Earnings for the years ended October 31,
1994, 1993 and 1992
Consolidated Statement of Cash Flows for the years ended October 31,
1994, 1993 and 1992
Consolidated Statement of Shareholders' Equity for the years ended
October 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements and notes thereto.
20
22
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
4.1 Fluor Corporation Dividend Reinvestment Plan (effective as of
January 1, 1994) [filed as Exhibit 4.2 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31,
1993 and incorporated herein by reference]
EXECUTIVE COMPENSATION PLANS/PROGRAMS
10.1 Fluor Corporation and Subsidiaries Executive Incentive
Compensation Plan (as amended through September 15, 1988)
[filed as Exhibit 10.1 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1992 and incorporated
herein by reference]
10.2 Fluor Corporation and Subsidiaries Executive Deferred
Compensation Program (as amended through November 15, 1982)
[filed as Exhibit 10.2 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1982 and incorporated
herein by reference]
10.3 Fluor Corporation and Subsidiaries Executive Deferred Salary
Program (as amended through July 8, 1986) [filed as Exhibit
10.3 to Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1986 and incorporated herein by
reference]
10.4 Fluor Corporation Deferred Directors' Fees Program (as
amended through November 15, 1983) [filed as Exhibit 10.3 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1983 and incorporated herein by reference]
10.5 1977 Fluor Executive Stock Plan (as amended by Amendment No.
4 effective December 9, 1986) [filed as Exhibit 10.6 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.6 1981 Fluor Executive Stock Plan (as amended by Amendment No.
3 effective December 9, 1986) [filed as Exhibit 10.9 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.7 1982 Fluor Executive Stock Option Plan (as amended by
Amendment No. 2 effective December 9, 1986) [filed as Exhibit
10.10 to Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1986 and incorporated herein by
reference]
10.8 Fluor Executives' Health Plan Summary [filed as Exhibit 10.11
to Fluor's annual report on Form 10-K for the fiscal year
ended October 31, 1985 and incorporated herein by reference]
10.9 Directors' Life Insurance Summary [filed as Exhibit 10(i) to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1980 and incorporated herein by reference]
23
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------- ---------------------
10.10 Executive Tax Services Plan (as amended and effective as of
November 1, 1993) [filed as Exhibit 10.10 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31,
1993 and incorporated herein by reference]
10.11 Executive Personal Financial Counseling Plan (as amended and
effective as of November 1, 1993) [filed as Exhibit 10.11 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1993 and incorporated herein by reference]
10.12 Company Automobile Policy Summary [filed as Exhibit 10.15 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1989 and incorporated herein by reference]
10.13 Fluor Excess Benefit Plan (as amended by Second Amendment
effective December 9, 1986) [filed as Exhibit 10.16 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.14 Fluor Executives' Supplemental Benefit Plan (as amended by
First Amendment effective November 15, 1983) [filed as
Exhibit 10.16 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1983 and incorporated herein by
reference]
10.15 1988 Fluor Executive Stock Plan (as amended and restated
effective October 1, 1993) [filed as Exhibit 10.15 to Fluor's
quarterly report on Form 10-Q for the quarterly period ended
April 30, 1994 and incorporated herein by reference]
10.16 Fluor Corporation Change of Control Compensation Plan (as
amended and restated by Second Amendment effective October 1,
1989) [filed as Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1989 and
incorporated herein by reference]
10.17 Fluor Special Executive Incentive Plan (as amended effective
October 1, 1993) [filed as Exhibit 10.17 to Fluor's quarterly
report on Form 10-Q for the quarterly period ended April 30,
1994 and incorporated herein by reference]
10.18 Retirement Plan for Outside Directors (effective as of May 1,
1992) [filed as Exhibit 10.18 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1992 and
incorporated herein by reference]
10.19 Officer Severance Plan (effective as of March 7, 1994)
OTHER CONTRACTS
10.20 Concourse Lease dated as of July 26, 1985 between Fluor
Corporation and Fluor Engineers, Inc. (an entity now having
the corporate name of Fluor Daniel, Inc.) with respect to a
portion of the International Headquarters facility located in
Irvine, California, formerly owned by Fluor (the "Irvine
facility"); Schedule of substantially identical Building Pod
Lease and Corporate Tower Lease; and Assignment of Master
Leases dated July 26, 1985, assigning Fluor's lessor interest
to Crow Winthrop Operating Partnership ("CWOP") [filed as
Exhibit 10.21 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1985 and incorporated herein by
reference]
24
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------- ---------------------
10.21 Amendment to Master Leases by and between CWOP, Fluor Daniel,
Inc. and Fluor Corporation dated as of November 1, 1989 with
respect to the Irvine facility [filed as Exhibit 10.19 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1991 and incorporated here in by reference]
13 1994 Annual Report to stockholders (with the exception of the
information incorporated by reference into Items 1, 5, 6, 7
and 8 of this report, Fluor's 1994 Annual Report to
stockholders is not deemed to be filed as part of this
report)
21 Fluor Corporation Subsidiaries
23 Consent of Independent Auditors -- Ernst & Young LLP
24.1 Manually signed Power of Attorney executed by certain Fluor
directors and officers
24.2 Manually signed Powers of Attorney executed by certain Fluor
directors
27 Financial Data Schedule