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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________to______________
Commission File Number: 1-7775
FLUOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-0740960
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3353 Michelson Drive, Irvine, CA 92698
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(Address of principal executive offices)
(714) 975-2000
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(Registrant's telephone number, including area code)
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
As of May 31, 1997 there were 83,917,984 shares of common stock outstanding.
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FLUOR CORPORATION
FORM 10-Q
April 30, 1997
TABLE OF CONTENTS PAGE
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PART I: FINANCIAL INFORMATION
Condensed Consolidated Statement of Operations for the Three Months
Ended April 30, 1997 and 1996.................................................... 2
Condensed Consolidated Statement of Operations for the Six Months
Ended April 30, 1997 and 1996.................................................... 3
Condensed Consolidated Balance Sheet at April 30, 1997 and
October 31, 1996................................................................. 4
Condensed Consolidated Statement of Cash Flows for the Six
Months Ended April 30, 1997 and 1996............................................. 6
Notes to Condensed Consolidated Financial Statements............................. 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................ 9
Changes in Backlog............................................................... 15
PART II: OTHER INFORMATION................................................................ 16
SIGNATURES................................................................................... 18
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Part I: Financial Information
FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended April 30, 1997 and 1996
UNAUDITED
In thousands, except per share amounts 1997 1996
- --------------------------------------------------------------------------------------
REVENUES $ 3,185,833 $ 2,582,229
COSTS AND EXPENSES
Cost of revenues 3,259,669 2,477,175
Corporate administrative and general expenses 3,197 11,334
Interest expense 6,982 3,475
Interest income (5,608) (6,837)
-----------------------------
Total Costs and Expenses 3,264,240 2,485,147
-----------------------------
(LOSS) EARNINGS BEFORE INCOME TAXES (78,407) 97,082
INCOME TAX BENEFIT (EXPENSE) 8,273 (33,382)
-----------------------------
NET (LOSS) EARNINGS $ (70,134) $ 63,700
=============================
NET (LOSS) EARNINGS PER SHARE $ (.83) $ .75
=============================
DIVIDENDS PER COMMON SHARE $ .19 $ .17
=============================
SHARES USED TO CALCULATE (LOSS)
EARNINGS PER SHARE 84,038 84,664
=============================
See Accompanying Notes.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Six Months Ended April 30, 1997 and 1996
UNAUDITED
In thousands, except per share amounts 1997 1996
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REVENUES $ 6,619,894 $ 4,984,643
COSTS AND EXPENSES
Cost of revenues 6,586,956 4,780,517
Corporate administrative and general expenses 14,067 24,597
Interest expense 12,524 6,916
Interest income (10,871) (14,232)
-----------------------------
Total Costs and Expenses 6,602,676 4,797,798
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EARNINGS BEFORE INCOME TAXES 17,218 186,845
INCOME TAX EXPENSE 25,317 65,697
-----------------------------
NET (LOSS) EARNINGS $ (8,099) $ 121,148
=============================
NET (LOSS) EARNINGS PER SHARE $ (.10) $ 1.43
=============================
DIVIDENDS PER COMMON SHARE $ .38 $ .34
=============================
SHARES USED TO CALCULATE (LOSS)
EARNINGS PER SHARE 83,962 84,536
=============================
See Accompanying Notes.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
April 30, 1997 and October 31, 1996
UNAUDITED
April 30, October 31,
$ in thousands 1997 1996*
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ASSETS
Current Assets
Cash and cash equivalents $ 233,996 $ 246,964
Marketable securities 39,059 69,378
Accounts and notes receivable 835,618 742,547
Contract work in progress 567,873 561,490
Deferred taxes 50,615 50,157
Inventory and other current assets 186,992 126,287
--------------------------
Total current assets 1,914,153 1,796,823
--------------------------
Property, Plant and Equipment (net of accumulated
depreciation, depletion and amortization of $903,610
and $821,212, respectively) 1,804,977 1,677,662
Investments and goodwill, net 206,358 192,879
Other 310,209 284,362
--------------------------
$4,235,697 $3,951,726
==========================
(Continued On Next Page)
* Amounts at October 31, 1996 have been derived from audited financial
statements.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
April 30, 1997 and October 31, 1996
UNAUDITED
April 30, October 31,
$ in thousands 1997 1996*
- ---------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts and notes payable $ 613,672 $ 704,186
Commercial paper 899 29,916
Advance billings on contracts 538,741 445,807
Accrued salaries, wages and benefit plans 321,319 290,426
Other accrued liabilities 199,133 175,026
Current portion of long-term debt 2,691 207
-----------------------------
Total current liabilities 1,676,455 1,645,568
-----------------------------
Long-term debt 300,464 2,967
Deferred taxes 54,772 42,632
Other noncurrent liabilities 572,122 590,833
Commitments and Contingencies
Shareholders' Equity
Capital stock
Preferred - authorized 20,000,000
shares without par value; none issued
Common - authorized 150,000,000
shares of $0.625 par value; issued and outstanding -
83,914,134 shares and 83,791,197
shares, respectively 52,446 52,369
Additional capital 578,288 573,037
Retained earnings 1,037,565 1,077,559
Unamortized executive stock plan expense (31,054) (32,538)
Cumulative translation adjustments (5,361) (701)
-----------------------------
Total shareholders' equity 1,631,884 1,669,726
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$ 4,235,697 $ 3,951,726
=============================
See Accompanying Notes.
*Amounts at October 31, 1996 have been derived from audited financial
statements.
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FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended April 30, 1997 and 1996
UNAUDITED
$ in thousands 1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings $ (8,099) $ 121,148
Adjustments to reconcile net earnings to cash
provided by operating activities:
Depreciation, depletion and amortization 117,643 88,644
Deferred taxes 17,117 12,801
Change in operating assets and liabilities (63,206) 27,519
Other, net (15,879) (18,281)
-------------------------
Cash provided by operating activities 47,576 231,831
-------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (257,656) (206,491)
E & C businesses acquired (32,989) (50,468)
Proceeds from sales/maturities of marketable securities 30,319 55,395
Purchase of marketable securities -- (55,541)
Proceeds from sale of property, plant and equipment 15,598 13,425
Investments, net (7,903) (13,313)
Trust fund contribution (22,593) --
Other, net 7,578 (2,595)
-------------------------
Cash utilized by investing activities (267,646) (259,588)
-------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 300,098 --
(Decrease) increase in short-term borrowings (61,591) 9,613
Payments on long-term debt -- (16,543)
Cash dividends paid (31,895) (28,382)
Common stock repurchased (15,433) --
Stock options exercised 14,628 15,731
Other, net 1,295 (278)
-------------------------
Cash provided (utilized) by financing activities 207,102 (19,859)
-------------------------
Decrease in cash and cash equivalents (12,968) (47,616)
Cash and cash equivalents at beginning of period 246,964 292,934
-------------------------
Cash and cash equivalents at end of period $ 233,996 $ 245,318
=========================
See Accompanying Notes.
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FLUOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1) The condensed consolidated financial statements do not include footnotes
and certain financial information normally presented annually under
generally accepted accounting principles and, therefore, should be read
in conjunction with the company's October 31, 1996 annual report on Form
10-K. Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year-end. The results of
operations for the three and six months ended April 30, 1997 are not
necessarily indicative of results that can be expected for the full
year.
The condensed consolidated financial statements included herein are
unaudited; however, they contain all adjustments (consisting of normal
recurring accruals) which, in the opinion of the company, are necessary
to present fairly its consolidated financial position at April 30, 1997
and its consolidated results of operations and cash flows for the three
and six months ended April 30, 1997 and 1996. As more fully described in
Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A"), the company recorded provisions totaling $118.2
million during the second quarter of 1997. These included provisions for
estimated losses on certain contracts and adjustments to project-related
investments and accounts receivable.
Certain 1996 amounts have been reclassified to conform with the 1997
presentation.
(2) 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 are included when the effect of the
potential exercise of stock options is dilutive.
(3) Inventories comprise the following:
April 30, October 31,
$ in thousands 1997 1996
------------------------------------------------------------------------
Coal $40,237 $28,809
Supplies and other 54,448 45,118
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$94,685 $73,927
====================
(4) Cash paid for interest was $2.8 million and $3.8 million for the six
month periods ended April 30, 1997 and 1996, respectively. Income tax
payments, net of refunds, were $54.3 million and $53.3 million during
the six month periods ended April 30, 1997 and 1996, respectively.
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(5) During the three month period ended April 30, 1997, the company recorded
a $19.9 million charge related to the implementation of certain cost
reduction initiatives. The charge provides for personnel and facility
related costs. See MD&A for further discussion.
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FLUOR CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is provided to increase understanding of,
and should be read in conjunction with, the condensed consolidated financial
statements and accompanying notes and the company's October 31, 1996 annual
report on Form 10-K.
FORWARD-LOOKING INFORMATION
Any of the comments in this Form 10-Q that refer to the company's estimated or
future results, including its estimates of the cost savings from its previously
announced cost reduction program and its statements concerning the adequacy of
its provisions for estimated future losses on projects or investments, are
forward-looking and reflect the company's current analysis of existing trends
and information. Actual results may differ materially from current expectations
or projections based on a number of factors affecting the company's businesses.
These factors include, in the case of the cost savings estimates, the ability to
achieve estimated staff reductions while maintaining workflow in the functional
areas affected and to sublease vacated facilities within anticipated time frames
at anticipated sublease rent levels. Other risk factors affecting the company's
estimated or future results include, but are not limited to, cost overruns on
fixed, maximum or unit-priced contracts, contract performance risk, the
uncertain timing of awards and contracts, credit risk, risks associated with
government funding of contracts, market conditions impacting realization of
investments, market conditions in the domestic and international coal market,
and the state of the economic and political conditions worldwide. These
forward-looking statements represent the company's judgment only as of the date
of this Form 10-Q. As a result, the reader is cautioned not to rely on these
forward-looking statements. The company disclaims any intent or obligation to
update these forward-looking statements.
Additional information concerning these and other factors can be found in press
releases as well as the Company's public periodic filings with the Securities
and Exchange Commission, including the discussion under the heading "Certain
Factors and Trends Affecting Fluor and Its Businesses--Forward-Looking
Statements" in the company's Form 8-K filed May 6, 1997, which is hereby
incorporated by reference and attached hereto as Exhibit 99.1.
RESULTS OF OPERATIONS
Revenues increased 23 percent and 33 percent, respectively, for the three and
six month periods ended April 30, 1997 compared with the same periods of 1996.
For the three and six month periods ended April 30, 1997, the company reported
net losses of $70.1 million and $8.1 million, respectively, compared with net
earnings of $63.7 million and $121.1 million, respectively, for the comparable
periods in 1996. Results for the three and six month periods ended April 30,
1997 were favorably impacted by lower corporate administrative and general
expenses. The company's Engineering and Construction segment reported
operating losses of $110.3 million and $36.3 million, respectively, for the
three and six months periods ended April 30, 1997.
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ENGINEERING AND CONSTRUCTION
Revenues for the Engineering and Construction segment increased 25 percent and
35 percent, respectively, for the three and six month periods ended April 30,
1997 compared with the same periods of 1996, due primarily to an increase in
the volume of work performed. The increase in work performed is primarily a
result of the increase in new awards in recent periods.
Despite the growth in revenues, the segment reported operating losses of $110.3
million and $36.3 million, respectively, for the three and six month periods
ended April 30, 1997. The comparable periods in 1996 had operating profits of
$74.0 million and $147.0 million, respectively. Operating margins for the
three and six month periods ended April 30, 1997 were adversely impacted by a
variety of factors, including lower incentive fees earned during the quarter,
delays in the full release of certain projects, a reduction in the rates billed
for United States Government work and competitive pricing within certain
operating companies.
In addition, provisions of $91.4 million for estimated losses on certain
contracts were recognized in the second quarter of 1997. Approximately 75
percent of the contract provisions pertain to cost overruns on one fixed price
project for the construction of a power plant located outside the United States.
As discussed below, a provision on this project had been established in the
first quarter of 1997. In Management's Discussion and Analysis of Financial
Condition and Results of Operations in the Form 10-Q for the first quarter, the
company indicated that there were ongoing uncertainties associated with this
project and stated that evaluation of cost implications and recoupment
opportunities would continue in the second quarter. There were substantial
unexpected difficulties encountered on this project including significant
ongoing design changes, long delays in approval of drawings and vendors and
resulting low productivity in the field. By the end of the second quarter,
these difficulties were substantially resolved as to the first phase of the
project and rendered more predictable as to the second phase of the project.
Accordingly, the company recorded an additional provision to recognize the
estimated total amount of the loss under the contract. In addition, other
projects were identified to be loss contracts in the second quarter and,
accordingly, loss provisions were recorded. None of these provisions for
additional projects individually exceeded $5 million.
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Additionally, during the second quarter of 1997, the company recorded $26.8
million in provisions for the impairment, abandonment or sale of certain project
related investments and joint ventures, and doubtful accounts receivable, none
of which individually exceeded $5 million. These included the anticipated sale
of the company's interest in a joint venture within the pulp and paper industry,
a write down of an equity investment obtained in exchange for services rendered
to an environmental technology company and certain other project joint ventures
where it was determined in the second quarter that the Company's investment is
not expected to be realized due to poor market conditions or cancellation of the
project concerned.
Second quarter 1997 results also include a $19.9 million charge related to
implementation of certain cost reduction initiatives. This charge consists of
personnel related and lease costs for excess facilities. To date, the company
has initiated action to downsize, consolidate or close 17 of its more than 80
offices and has consolidated industry operating companies from 24 to 17.
Additional charges may be taken later in the year as additional actions are
initiated. Upon full implementation of the cost reduction initiatives, the
company believes that annualized savings of $100 million can be achieved. The
company anticipates that the cash flow impact of the costs to implement these
savings initiatives will not have a material impact on current or future
periods.
The six months ended April 30, 1997 includes first quarter contract related
provisions totaling $21.0 million for previously reported cost overruns on two
fixed price power projects. As discussed above, an additional provision on one
of the fixed price power projects located outside the United States was
recognized in the second quarter of 1997. The loss in the first quarter on this
project reflected additional costs then identified to be incurred on the first
phase of the project arising primarily from bad weather, lack of timely site
access, unexpected design changes and low labor productivity. The loss on the
other project, which is located in the United States and was due primarily to
startup problems, craft employee turnover and operation of the plant control
system, is not expected to exceed the provision recorded in the first quarter.
The company also recognized in the first quarter a credit totaling $25.0 million
related to a previously reported adjustment to certain actuarially determined
insurance accruals. The insurance accrual adjustment was due primarily to
improvement in loss experience resulting from the company's safety program,
resulting in an excess accrual position. The company believes that the accrued
liability at both January 31, 1997 and April 30, 1997 represents the best
estimate of its insurance liability.
New awards for the three and six months ended April 30, 1997 were $3.2 billion
and $6.8 billion, respectively, compared with $3.0 billion and $6.0 billion for
the same periods of 1996. Approximately 75 percent and 59 percent, respectively,
of new awards for the three and six months ended April 30, 1997 were for
projects located outside the United States. New awards in the Process Group for
the second quarter of 1997 were $2.6 billion and included a $1.9 billion award
for the engineering, procurement and construction management of the Yanpet
project, a petrochemical complex to be constructed in Saudi Arabia. The
remainder of other new awards in the second quarter of 1997 consisted of smaller
sized projects located primarily in the United States. New awards in the
Industrial Group for the second quarter of 1996 were $1.8 billion and included a
$558 million mining project located in Indonesia. The large size and uncertain
timing of significant new awards can create variability in the company's awards
pattern, consequently, future award trends are difficult to predict with
certainty.
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The following table sets forth backlog for each of the company's Engineering and
Construction groups:
April 30, October 31, April 30,
$ in millions 1997 1996 1996
- -----------------------------------------------------------
Process $ 6,812 $ 4,903 $ 6,296
Industrial 5,706 6,496 5,318
Power/Government 2,949 3,621 3,054
Diversified Services 670 737 694
---------------------------------
Total backlog $16,137 $15,757 $15,362
=================================
U.S $ 6,400 $ 7,326 $ 6,576
Outside U.S. 9,737 8,431 8,786
---------------------------------
Total backlog $16,137 $15,757 $15,362
=================================
The increase in the Process Group's backlog at April 30, 1997 compared with
October 31, 1996 was due primarily to the Yanpet Project. The reduction in
backlog since October 31, 1996 in the Industrial Group reflects lower new awards
in the first six months of 1997 compared with the last six months of 1996, which
included the $1 billion Batu Hijau Project. Backlog in the Power/Government
Group declined from October 31, 1996 compared with April 30, 1997 due primarily
to the work performed on the Hanford environmental cleanup project and the
Paiton power project. Backlog is adjusted both upward and downward as required
to reflect project cancellations, deferrals and revised project scope and cost.
These adjustments were not significant for the three and six months ended April
30, 1997 and 1996, respectively.
COAL
Revenues increased 9 percent and 13 percent, respectively, for the three and six
month periods ended April 30, 1997 compared with the same periods of 1996. These
increases were due primarily to increased sales volume of both metallurgical and
steam coal, partially offset by lower steam coal prices. The increase in
metallurgical coal revenues reflects an increased market share of sales to steel
producers. Steam coal revenues increased due primarily to higher demand from
electric utility customers. Gross profit and operating profit increased for the
three and six months ended April 30, 1997 compared with the same periods of 1996
due primarily to the increased sales volume of both steam and metallurgical coal
and lower costs of both steam and metallurgical coal.
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OTHER
Net interest for the three and six months ended April 30, 1997 decreased
compared with the same periods of 1996 due primarily to lower interest earning
assets in addition to higher interest bearing liabilities outstanding during
the periods.
Corporate administrative and general expenses decreased $8.1 million and $10.5
million, respectively, for the three and six month periods ended April 30, 1997
compared with the same periods of 1996. The reduction in expense is due
primarily to adjustments made to stock-related and performance-based
compensation plans.
The effective tax rates for the three and six month periods ended April 30, 1997
were materially impacted by foreign based project and restructuring losses which
are not expected to receive tax benefit. If these losses are excluded for tax
rate determination purposes, there is no significant difference between the
effective tax rate and the statutory rate for the three and six month periods
ended April 30, 1997.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS No. 128).
SFAS No. 128 redefines the standards for computing earnings per share and is
effective for the company's fiscal year 1998. The company believes adoption of
the new standards will not have a material impact on future earnings per share
calculations.
FINANCIAL POSITION AND LIQUIDITY
The company's financial position remains strong with cash, cash equivalents and
marketable securities of $273.1 million at April 30, 1997 and a long-term debt
to total capital ratio of 16 percent.
The company expects to have adequate resources available from operating cash
flows, cash and short-term investments, revolving credit and other banking
facilities, capital market sources and commercial paper to provide for its
capital needs for the foreseeable future. Operating activities generated $47.6
million in cash during the six month period ended April 30, 1997, compared with
$231.8 million during the same period in 1996. The decrease in cash generated
from operating activities is due primarily to a decrease in operating assets and
liabilities as well as the company's lower operating results. Operating working
capital during 1996 was favorably impacted by a large customer advance. The
change in operating assets and liabilities from period to period is affected by
the mix, stage of completion, and commercial terms of engineering and
construction projects.
During December 1996, the company filed a shelf registration statement with the
Securities and Exchange Commission for the sale of up to $400 million of debt
securities. In March 1997, $300 million of 6.95 percent notes due March 1, 2007
were issued under this filing. Proceeds were used primarily to reduce
outstanding commercial paper issued to fund operating working capital, capital
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expenditures and the repurchase of company shares.
For the six months ended April 30, 1997, capital expenditures were $257.7
million, including $156.9 million related to Massey Coal. Dividends paid in the
six months ended April 30, 1997 were $31.9 million ($.38 per share) compared
with $28.4 million ($.34 per share) for the same period of 1996.
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FLUOR CORPORATION
CHANGES IN BACKLOG
Three and Six Months Ended April 30, 1997 and 1996
($ in millions)
UNAUDITED
For the Three Months Ended April 30, 1997 1996
- -------------------------------------------------------------------
Backlog - beginning of period $ 15,976.5 $ 15,108.2
New awards 3,183.8 2,967.5
Adjustments and cancellations, net (295.7) (403.9)
Work performed (2,728.1) (2,309.8)
---------------------------
Backlog - end of period $ 16,136.5 $ 15,362.0
===========================
For the Six Months Ended April 30, 1997 1996
- -------------------------------------------------------------------
Backlog - beginning of period $ 15,757.4 $ 14,724.9
New awards 6,774.4 5,956.0
Adjustments and cancellations, net (538.9) (838.5)
Work performed (5,856.4) (4,480.4)
---------------------------
Backlog - end of period $ 16,136.5 $ 15,362.0
===========================
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PART II : Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
(a) Date of Meeting. The annual meeting of stockholders of Fluor
Corporation was held on March 11, 1997 at the Fluor Daniel
offices, Sugar Land, Texas.
(b) Election of Directors - Voting Results
Directors elected -
David P. Gardner
65,499,214 FOR
1,081,493 VOTED TO WITHHOLD AUTHORITY
Thomas L. Gossage
64,923,844 FOR
1,656,863 VOTED TO WITHHOLD AUTHORITY
William R. Grant
65,432,597 FOR
1,148,110 VOTED TO WITHHOLD AUTHORITY
Vilma S. Martinez
65,445,982 FOR
1,134,725 VOTED TO WITHHOLD AUTHORITY
Other directors continuing in office -
Don L. Blankenship
Carroll A. Campbell, Jr.
Peter J. Fluor
Bobby R. Inman
Robert V. Lindsay
Leslie G. McCraw
Buck Mickel
Martha R. Seger
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(c) Matters Voted Upon. Ratification of the appointment of Ernst &
Young LLP as auditors for the fiscal year ending October 31,
1997:
66,252,974 FOR
150,616 AGAINST
177,117 ABSTAIN
-0- BROKER NON-VOTE
Approval of the 1997 Fluor Restricted Stock Plan for non-employee
directors:
62,076,541 FOR
3,848,754 AGAINST
655,412 ABSTAIN
-0- BROKER NON-VOTE
Approval of stockholder proposal relating to Shareholder Rights
Plan:
34,520,176 FOR
22,238,448 AGAINST
1,331,932 ABSTAIN
8,490,151 BROKER NON-VOTE
(d) Terms of settlement between registrant and any other
participant. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10.1 Fluor Corporation Restricted Stock Plan for Non-Employee
Directors.
27 Financial Data Schedule.
99.1 Current Report on Form 8-K filed May 6, 1997.
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements 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
-----------------------------------------
(Registrant)
Date: June 16, 1997 /s/ J. Michal Conaway
------------- -----------------------------------------
J. Michal Conaway, Senior Vice President
and Chief Financial Officer
/s/ V.L. Prechtl
-----------------------------------------
V. L. Prechtl, Vice President and Controller
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