SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 1994 Commission File Number I-8889 MORRISON KNUDSEN CORPORATION SAVINGS PLAN --------------------------------------------------------- (Full Title of Plan) MORRISON KNUDSEN CORPORATION MORRISON KNUDSEN PLAZA BOISE, IDAHO 83729 ----------------------------------------------------------------------- (Name and Address of Issuer of the Securities) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Morrison Knudsen Corporation Savings Plan /s/ John Zabala Date: August 31, 1995 _____________________________________ John Zabala Plan Committee Member MORRISON KNUDSEN CORPORATION SAVINGS PLAN --------------------- FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT December 31, 1994 and 1993 MORRISON KNUDSEN CORPORATION SAVINGS PLAN TABLE OF CONTENTS Page ---- Independent Auditors' Report 2 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 3 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1994 and 1993 4 Notes to Financial Statements 5-14 Supplemental Schedules: Item 27(a) - Schedule of Assets Held for Investment Purposes as of December 31, 1994 15 Item 27(d) - Schedule of Reportable Transactions for the Year Ended December 31, 1994 16 INDEPENDENT AUDITORS' REPORT Administrative Committee Morrison Knudsen Corporation Savings Plan We have audited the accompanying statements of net assets available for benefits of the Morrison Knudsen Corporation Savings Plan (the Plan) as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in Note 3 is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. These supplemental schedules and Fund Information are the responsibility of the Plan's management. The supplemental schedules and Fund Information disclosed in Note 3 have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Boise, Idaho July 20, 1995 MORRISON KNUDSEN CORPORATION SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1994 and 1993 -------------- ASSETS 1994 1993 ------------ ------------ Cash $ 19,799 $ 12,856 Investments at fair value (Notes 3 and 9): Mutual funds 101,716,080 93,342,876 Common stock 16,207,064 23,811,256 Participant notes receivable 3,211,325 2,741,306 ------------ ------------ Total investments 121,134,469 119,895,438 ------------ ------------ Receivables: Participants' contributions 765,552 8,445 Employer's contributions 183,605 2,065 ------------ ------------ Total receivables 949,157 10,510 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $122,103,425 $119,918,804 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of these financial statements. MORRISON KNUDSEN CORPORATION SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 1994 and 1993 ---------------- 1994 1993 ------------ ------------ Participants' contributions $23,288,969 $21,756,386 Employer's contributions 5,294,752 5,205,873 Investment income - net 7,579,076 6,403,872 Net appreciation (depreciation) in fair value of investments (Note 3) (17,822,871) 7,676,752 Participants' withdrawals (16,155,305) (10,024,844) ------------ ------------ Increase in net assets 2,184,621 31,018,039 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 119,918,804 88,900,765 ------------ ------------ End of year $122,103,425 $119,918,804 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of these financial statements. MORRISON KNUDSEN CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ----------------- 1. DESCRIPTION OF THE PLAN The Morrison Knudsen Corporation (the Company) Savings Plan (the Plan) is a defined contribution plan covering all salaried employees of the Company and its subsidiaries who (1) have attained the age of 21, (2) are citizens of the United States of America, and (3) are not covered by a collective bargaining agreement. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. FORFEITURES: Forfeited amounts are first used to restore previously forfeited accounts, if the participants repay the full amount of the distribution received upon termination prior to 6 consecutive breaks in service, any remaining forfeitures are then used to offset employer's contributions. CONTRIBUTIONS: Participants can elect to contribute from 1 to 15 percent of annual eligible pre-tax compensation to the Plan. The maximum allowable annual contribution by a participant was $9,240 and $8,994 in 1994 and 1993, respectively. Such contributions are tax deferred under sections 401(a) and 401(k) of the Internal Revenue Code. Prior to January 1, 1989 participants were also permitted to make after-tax, voluntary contributions to the Plan. Compensation, as defined by the Plan, includes salaries, commissions, bonuses, and overtime pay. Compensation does not include amounts deferred into the Morrison Knudsen Deferred Compensation Plan. The Company matches, on a dollar for dollar basis, the employees contribution to the Plan up to 2% of their annual eligible compensation. Additionally, the Company may make elective contributions to the Plan in such amounts as it determines. Elective Company contributions and participants' non-vested forfeitures are allocated to accounts established on behalf of participants in the proportion each participant's compensation bears to the total compensation of all participants. As of December 31, 1994, the Company has not made any elective contributions to the Plan. See also subsequent events discussion in Note 10. VESTING: Participants vest 100% in their salary deferral and voluntary contribution accounts. Participants vest in the Company contributions over a five year period at 20 percent per year, or upon retirement, death or disability. PAYMENT OF BENEFITS: Upon a participant's retirement, death, or separation from service, a distribution of benefits shall be made in the form of a lump sum cash payment unless an election is made to retain the account balance in the Plan. Upon a participant's retirement or separation from service, a participant, with an account balance of up to $3,500, may choose to retain their account balance in the Plan for up to one year. If a participant's account balance is $3,500 or more, the participant may retain the account balance in the Plan until age 65. 2. SUMMARY OF ACCOUNTING POLICIES The financial statements of the Plan are presented on the accrual basis of accounting. Investments are stated at fair value as determined by quoted market prices. Participant notes receivable are valued at nominal cost plus accrued interest which approximates fair value. Dividend income is recorded on the ex-dividend date. Interest is recorded as earned on the accrual basis. Purchases and sales of investments are recorded on the trade date. 3. INVESTMENT OF FUNDS AND FUND PERFORMANCE Participants' accounts are held in a trust and invested at the participants' direction in investment funds selected by the Plan's Administrative Committee (the Committee). The Committee also determines the manner in which participants may direct the investment of their accounts. Each participant must allocate Plan contributions among one or more of these investment funds in 1% increments. Except as otherwise indicated, T. Rowe Price is the investment manager for each of the investment funds. Earnings (net of administrative expenses) for each fund are allocated to a participant's account in that fund in the proportion that the value of such account has to the value of all accounts in that investment fund. The Committee has selected the following investment funds: 1. THE UNRESTRICTED STOCK FUND. The Unrestricted Stock Fund invests in common stock of the Company. This fund is not a diversified fund as its performance will depend entirely on the performance of the common stock of the Company, which may increase or decrease. Dividends received with respect to the shares held in the Unrestricted Stock Fund will be reinvested in the fund. The following table sets forth the market price per share of Common Stock of the Company, adjusted to give effect to the two-for-one stock split in May, 1992. YEAR RANGE DURING YEAR AT DECEMBER 31 ANNUAL DIVIDENDS 1984 $13.38-17.13 $17.00 $.70 1985 16.50-23.94 23.63 .74 1986 19.63-26.13 21.38 .74 1987 14.75-27.81 16.63 .74 1988 15.75-22.00 19.69 .74 1989 18.38-24.25 23.31 .74 1990 15.19-30.25 21.44 .74 1991 18.88-30.37 24.81 .74 1992 17.87-28.63 21.63 .80 1993 19.38-27.13 25.13 .80 1994 12.50-29.87 12.75 .80 Fund assets were $2,302,103 and $3,392,496 at December 31, 1994 and 1993. 2. RESTRICTED STOCK FUND. The Savings Plan also provides for a Restricted Stock Fund which is invested in common stock of the Company. Each participant in the Company's Employee Stock Ownership Plan ("ESOP") has shares of common stock of the Company allocated to their ESOP accounts based on the participant's salary deferral in the Plan's Restricted Stock Fund. Under these circumstances, the greater the investment in the Restricted Stock Fund, generally the greater the allocation in the ESOP. However, the Restricted Stock Fund is not a diversified fund as its performance will depend entirely on the performance of the common stock of the Company, which may increase or decrease. Dividends received with respect to shares held in the Restricted Stock Fund will be reinvested in the fund. Furthermore, amounts invested in the Restricted Stock Fund may not be withdrawn, except in the case of financial hardship or until a participant separates from service with the Company. The market price per share of common stock of the Company is set forth above in the discussion of the Unrestricted Stock Fund. Fund assets were $13,904,961 and $20,418,760 at December 31, 1994 and 1993. 3. THE STABLE VALUE FUND. The Stable Value Fund invests primarily in a portfolio of GICs, BICs and SICs, issued by U.S. and Canadian insurance companies, banks and other issuers deemed to be creditworthy by T. Rowe Price. Fund assets were $30,969,188 and $31,734,434 at December 31, 1994 and 1993. 4. INTERNATIONAL STOCK FUND. The International Stock Fund invests in common stocks of non-United States companies. The portfolio is both geographically and industrially diversified around the world. However, like any international undertaking, the International Stock Fund can be subject to risks and market cycles that cannot be controlled by the economic policies of the United States. In addition, investment returns do not necessarily parallel those realized through domestic investments. Fund assets were $6,578,740 and $5,178,697 at December 31, 1994 and 1993. 5. NEW ASIA FUND. The New Asia Fund invests in companies in the newly emerging countries of Asia and the Pacific Basin. Its goal is to take advantage of the expected new growth opportunities in these countries which are in an earlier, more dynamic stage of development than more mature economies such as Japan. It is the most aggressive international fund offered. Fund assets were $3,299,430 and $2,574,435 at December 31, 1994 and 1993. 6. GROWTH STOCK FUND. The Growth Stock Fund invests primarily in common stocks of growth companies chosen by T. Rowe Price. The Growth Stock Fund invests almost exclusively in common stocks and tends to have a price per share that is somewhat less stable than that of the Equity Income Fund. Fund assets were $14,137,055 and $14,107,936 at December 31, 1994 and 1993. 7. NEW ERA FUND. The New Era Fund focuses on companies which own or develop natural resources like gold, oil, chemicals, forest products and other basic commodities. It is designed to provide an inflation hedge with the potential for high capital growth. Fund assets were $365,799 and $172,196 at December 31, 1994 and 1993. 8. NEW HORIZONS FUND. The New Horizons Fund invests primarily in the common stock of emerging growth companies. Investing in emerging growth companies can be quite risky, and the New Horizons Fund can experience a high level of price volatility. Fund assets were $5,452,599 and $5,023,236 at December 31, 1994 and 1993. 9. NEW INCOME FUND. The New Income Fund invests in investment-grade debt securities. Focus is on longer-term U.S. Government issues, finance industry bonds and other securities. The average maturity of the portfolio is adjusted based on interest rate forecasts. Fund assets were $346,626 and $316,701 at December 31, 1994 and 1993. 10. PRIME RESERVE FUND. The Prime Reserve Fund invests in a diversified portfolio of domestic and foreign U.S. dollar-denominated money market securities rated within the two highest credit categories assigned by established rating agencies or, if not rated, of equivalent investment quality as determined by T. Rowe Price. At least 65% of the Prime Reserve Fund total assets is maintained in prime money market instruments with the highest credit category assigned by an established rating agency. No further deposits were allowed to be made to the Prime Reserve Fund after December 31, 1989. Fund assets were $3,028,066 and $2,907,801 at December 31, 1994 and 1993. 11. SMALL-CAP VALUE FUND. The Small-Cap Value Fund targets small-capitalization company stocks, which provide higher returns than large-capitalization companies, but with greater risk. The Fund seeks to reduce this risk through in-depth research to target small-cap companies whose values are not reflected in their stock prices. Fund assets were $1,889,893 and $1,423,535 at December 31, 1994 and 1993. 12. EQUITY INDEX FUND. The Equity Index Fund invests in common stocks that compose the Standard & Poor's 500 Stock Index. It seeks capital appreciation and performance in line with the overall U.S. stock market. Fund assets were $791,317 and $586,649 at December 31, 1994 and 1993. 13. GLOBAL GOVERNMENT BOND FUND. The Global Government Bond Fund diversifies its assets across a wide range of high-quality foreign and U.S. Government bonds. This is the most conservative international fund offered and is designed to take a prudent approach to delivering the highest yields available from government bonds worldwide. Fund assets were $93,836 and $75,900 at December 31, 1994 and 1993. 14. U.S. TREASURY MONEY FUND. The U.S. Treasury Money Fund invests exclusively in securities guaranteed by the full faith and credit of the U.S. Government. The Fund generates income and provides capital protection. Fund assets were $2,223,448 and $1,373,802 at December 31, 1994 and 1993. 15. GROWTH AND INCOME FUND. The Growth and Income Fund searches out opportunities in undervalued, out-of-favor stocks in order to provide both capital growth and current income. It is expected to be less volatile than stocks in general. Fund assets were $2,010,211 and $1,673,131 at December 31, 1994 and 1993. 16. SHORT-TERM BOND FUND. The Short-Term Bond Fund invests in short- and intermediate-term securities, focusing on high-quality Treasuries, CDs and finance industry bonds. It is designed to yield higher-than-money market income and offers more stability than longer term bond funds. Fund assets were $314,932 and $262,586 at December 31, 1994 and 1993. 17. HIGH YIELD FUND. The High Yield Fund invests aggressively in a wide range of medium-to-lower quality, longer term bonds. It is designed for investors seeking the highest yielding opportunities in the bond market and is the highest yielding corporate fund offered. It is expected to be the most volatile. Fund assets were $659,457 and $608,080 at December 31, 1994 and 1993. 18. NEW AMERICA GROWTH FUND. The New America Growth Fund invests in companies in the financial services, health care, travel and leisure, food service, airline, media, and computer software industries, as well as other companies in the service sector. Fund assets were $2,327,023 and $2,101,296 at December 31, 1994 and 1993. 19. SCIENCE & TECHNOLOGY FUND. The Science and Technology Fund invests in a wide range of industries, including computers, genetic engineering, communications, health care and waste management. Fund assets were $6,301,175 and $4,267,732 at December 31, 1994 and 1993. 20. U.S. TREASURY INTERMEDIATE FUND. The U.S. Treasury Intermediate Fund invests in Government securities featuring higher-than-money market income, more stability than long-term bonds and maximum credit safety. Fund assets were $569,101 and $555,736 at December 31, 1994 and 1993. 21. U.S. TREASURY LONG-TERM FUND. The U.S. Treasury Long-Term Fund invests primarily in long-term Treasury bonds to provide high income and maximum credit safety. It is expected to earn the highest yields and have the greatest price swings of any of the offered Treasury Funds. Fund assets were $486,192 and $407,752 at December 31, 1994 and 1993. 22. GNMA FUND. The GNMA Fund invests in mortgage-backed securities that are 100 percent guaranteed for timely payment of principal and interest by the U.S. Treasury. The Fund's share price and yield are not guaranteed. This Fund seeks the highest current income that is consistent with preserving the investor's capital and providing maximum credit protection. Fund assets were $552,102 and $538,291 at December 31, 1994 and 1993. 23. EQUITY INCOME FUND. The Equity Income Fund invests primarily in dividend-paying common stocks of companies chosen by T. Rowe Price. This fund also has the flexibility to invest in corporate, government and municipal bonds, preferred stock warrants and options. Fund assets were $15,058,349 and $14,469,607 at December 31, 1994 and 1993. 24. CAPITAL APPRECIATION FUND. The Capital Appreciation Fund invests in undervalued and out-of-favor stocks and balances its aggressive approach with prudent risk management. The Fund has the flexibility to move into short-term money market investments during times of market uncertainty. The Fund's primary goal is capital growth. Fund assets were $1,101,989 and $820,186 at December 31, 1994 and 1993. 25. INTERNATIONAL BOND FUND. The International Bond Fund invests primarily in high-quality government and corporate bonds issued in foreign currencies. It is designed to provide high current income, capital growth potential and the benefits of diversifying investments worldwide. Fund assets were $478,120 and $405,213 at December 31, 1994 and 1993. 26. EUROPEAN STOCK FUND. The European Stock Fund invests primarily in European companies in markets and sectors which have strong growth potential. The Fund's goal is long-term capital appreciation. Fund assets were $790,848 and $488,766 at December 31, 1994 and 1993. 27. SPECTRUM INCOME FUND. The Spectrum Income Fund is invested in a variety of income instruments, including Treasuries, GNMAs, high-quality bonds, high-yield bonds, foreign issues and dividend-producing stocks. It offers broad diversification in meeting long-term goals. Fund assets were $656,619 and $507,028 at December 31, 1994 and 1993. 28. SPECTRUM GROWTH FUND. The Spectrum Growth Fund invests in domestic and international stocks with growth and income potential, and money market securities to add stability. It primarily seeks capital growth and, secondarily, income by diversifying investment. Fund assets were $1,233,965 and $762,150 at December 31, 1994 and 1993. Investments that represent 5 percent or more of the Plan's net assets are separately identified below: December 31, 1994 December 31, 1993 ----------------- ----------------- Number of Fair Number of Fair Shares Value Shares Value -------- ----- -------- ----- Investments at Fair Value Stable Value Fund 30,969,188 $30,969,188 31,734,434 $31,734,434 Equity Income Fund 942,325 15,058,349 869,045 14,469,607 Growth Stock Fund 753,976 14,137,055 690,888 14,107,936 Morrison Knudsen Corporation Restricted Stock Fund 1,090,585 13,904,961 812,687 20,418,760 International Stock Fund 581,161 6,578,740 Science & Technology Fund 291,182 6,301,175 During 1994 and 1993, the Plan's investments (including investments bought, sold, and held during the year) (depreciated) appreciated in value by $(17,822,871) and $7,676,752, respectively, as follows: 1994 1993 ---- ---- Mutual Funds ($ 4,042,493) $4,867,770 Common Stock ( 13,780,378) 2,808,982 ------------- ---------- ($17,822,871) $7,676,752 ------------- ---------- ------------- ---------- Following is a statement of changes in net assets available for benefits by fund at December 31, 1994 and 1993. YEAR ENDED DECEMBER 31, 1994 Participant Directed Funds -------------- ------------ ------------- -------- --------------- -------- ------------- ----------- Unrestricted Restricted Participant Stable International New Growth New Stock Stock Notes Rec. Value Stock Asia Stock Era ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $640,618 $7,490,031 $2,749,619 $1,042,337 $778,097 $1,310,716 $79,506 Employer's Contributions 254,806 878,426 308,790 245,745 432,443 27,304 Investment income - net 122,445 689,486 1,821,627 414,993 359,881 1,287,166 22,262 Net appreciation (depreciation) in fair value of investments (1,827,660) (11,952,718) 0 (485,264) (1,015,018) (1,154,395) (11,366) Participants' withdrawals (503,467) (2,778,164) (272,599) (4,968,492) (604,233) (353,467) (1,511,918) (22,922) Interfund transfers 222,865 37,564 742,618 (1,246,426) 723,420 709,757 (334,893) 98,819 ------------- ------------- ----------- ------------- ----------- ------------ ------------ --------- Increase (decrease) in net assets (1,090,393) (6,513,799) 470,019 (765,246) 1,400,043 724,995 29,119 193,603 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 3,392,496 20,418,760 2,741,306 31,734,434 5,178,697 2,574,435 14,107,936 172,196 ------------- ------------- ----------- ------------- ----------- ------------ ------------ --------- End of year $2,302,103 $13,904,961 $3,211,325 $30,969,188 $6,578,740 $3,299,430 $14,137,055 $365,799 ------------- ------------- ----------- ------------- ----------- ------------ ------------ --------- ------------- ------------- ----------- ------------- ----------- ------------ ------------ --------- -------------- ------------- ----------- ----------- ----------- ------------ ---------- ----------- New New Prime Small-Cap Equity Global U.S. Growth & Horizons Income Reserve Value Index Govt. Bond Treasury Income ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $774,792 $101,832 $352,409 $440,132 $206,960 $32,723 $600,935 $610,376 Employer's Contributions 291,545 28,978 112,234 143,006 78,386 9,248 286,842 195,240 Investment income - net 493,804 24,646 111,311 143,707 31,206 5,023 69,378 113,696 Net appreciation (depreciation) in fair value of investments (455,565) (31,014) 0 (167,617) (20,279) (7,085) 0 (115,887) Participants' withdrawals (541,629) (29,820) (576,989) (181,584) (71,099) (6,253) (264,809) (251,861) Interfund transfers (133,584) (64,697) 121,300 88,714 (20,506) (15,720) 157,300 (214,484) ------------- ------------ ------------ ------------ ---------- ------------ ------------ ----------- Increase (decrease) in net assets 429,363 29,925 120,265 466,358 204,668 17,936 849,646 337,080 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 5,023,236 316,701 2,907,801 1,423,535 586,649 75,900 1,373,802 1,673,131 ------------- ------------ ------------ ------------ ---------- ------------ ------------ ----------- End of year $5,452,599 $346,626 $3,028,066 $1,889,893 $791,317 $93,836 $2,223,448 $2,010,211 ------------- ------------ ------------ ------------ ---------- ------------ ------------ ----------- ------------- ------------ ------------ ------------ ---------- ------------ ------------ ----------- ----------- ---------- ----------- ------------ ------------ ------------- ---------- -------------- S/T High New Science & US Treasury US Treasury Ginnie Equity Bond Yield America Technology Intermediate Long-Term Mae Income ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $103,063 $235,784 $647,077 $1,247,102 $173,221 $133,762 $151,765 $1,558,398 Employer's Contributions 34,663 79,298 205,635 449,070 67,931 65,535 53,078 508,371 Investment income - net 16,498 62,466 53,295 99,137 35,612 32,298 39,386 1,247,972 Net appreciation (depreciation) in fair value of investments (24,809) (115,348) (218,303) 748,285 (46,945) (57,122) (47,051) (588,771) Participants' withdrawals (54,912) (111,524) (244,710) (617,274) (129,385) (66,186) (59,982) (1,502,144) Interfund transfers (22,157) (99,299) (217,267) 107,123 (87,069) (29,847) (123,385) (635,084) ----------- ----------- ---------- ------------ ------------ ------------ ------------ ------------- Increase (decrease) in net assets 52,346 51,377 225,727 2,033,443 13,365 78,440 13,811 588,742 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 262,586 608,080 2,101,296 4,267,732 555,736 407,752 538,291 14,469,607 ----------- ----------- ---------- ------------ ------------ ------------ ------------ ------------- End of year $314,932 $659,457 $2,327,023 $6,301,175 $569,101 $486,192 $552,102 $15,058,349 ----------- ----------- ---------- ------------ ------------ ------------ ------------ ------------- ----------- ----------- ---------- ------------ ------------ ------------ ------------ ------------- ------------ ----------------- ----------- -------------- ------------ ------------- --------------- Capital International European Spectrum Spectrum Appreciation Bond Stock Income Growth Other Total ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $259,856 $114,923 $156,261 $221,728 $317,839 $757,107 $23,288,969 Employer's Contributions 78,922 43,789 57,152 65,412 111,363 181,540 5,294,752 Investment income - net 90,241 37,290 13,531 45,555 95,162 7,579,076 Net appreciation (depreciation) in fair value of investments (54,881) (43,937) 8,620 (56,461) (82,280) (17,822,871) Participants' withdrawals (74,511) (62,571) (48,802) (104,849) (139,149) (16,155,305) Interfund transfers (17,824) (16,587) 115,320 (21,794) 168,880 6,943 0 -------------- -------------- ------------- ------------- ------------- ------------- --------------- Increase (decrease) in net assets 281,803 72,907 302,082 149,591 471,815 945,590 2,184,621 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 820,186 405,213 488,766 507,028 762,150 23,366 119,918,804 -------------- -------------- ------------- ------------- ------------- ------------- --------------- End of year $1,101,989 $478,120 $790,848 $656,619 $1,233,965 $968,956 $122,103,425 -------------- -------------- ------------- ------------- ------------- ------------- --------------- -------------- -------------- ------------- ------------- ------------- ------------- --------------- -------------- -------------- -------------- -------------- ------------- ------------ Unrestricted Restricted Participant Stable International New Stock Stock Notes Rec. Value Stock Asia ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $657,036 $7,713,826 $3,092,811 $693,114 $355,191 Employer's Contributions 288,107 1,164,412 256,887 115,939 Investment Income - net 107,440 486,077 1,956,058 125,164 50,228 Net appreciation (depreciation) in fair value of investments 447,213 2,361,769 0 1,211,624 739,804 Participants' withdrawals (324,451) (1,485,746) (114,775) (4,532,535) (205,339) (96,816) Interfund transfers (344,091) 40 2,856,081 (3,601,539) 51,640 954,126 ----------- ------------ ----------- ------------ ----------- ------------ Increase (decrease) in net assets 829,256 9,075,966 2,741,306 (1,920,793) 2,133,090 2,118,472 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 2,563,240 11,342,794 0 33,655,227 3,045,607 455,963 ----------- ------------ ----------- ------------ ----------- ------------ End of year $3,302,496 $20,418,780 $2,741,306 $31,734,434 $5,178,097 $2,574,495 ----------- ------------ ----------- ------------ ----------- ------------ ----------- ------------ ----------- ------------ ----------- ------------ ------------ ------------ ------------- ----------- ------------ S/T High New Science & US Treasury Bond Yield America Technology Intermediate ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $102,651 $215,957 $524,656 $950,992 $201,186 Employer's Contributions 41,091 75,075 191,330 360,648 80,536 Investment Income - net 13,582 40,122 83,700 491,291 28,893 Net appreciation (depreciation) in fair value of investments (194) 37,832 183,315 134,243 6,261 Participants' withdrawals (7,948) (43,925) (79,231) (151,273) (99,901) Interfund transfers (56,679) 76,959 319,678 1,256,631 (7,762) ------------ ------------ ------------- ----------- ------------ Increase (decrease) in net assets 92,503 402,020 1,223,448 3,042,532 209,033 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 170,083 206,060 877,848 1,226,200 346,703 ------------ ------------ ------------- ----------- ------------ End of year $262,688 $606,000 $2,101,296 $4,267,732 $665,738 ------------ ------------ ------------- ----------- ------------ ------------ ------------ ------------- ----------- ------------ ----------- ------------ ------------ ------------- ----------- ------------ Growth New New New Prime Small-Cap Stock Era Horizons Income Reserve Value ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $1,362,003 $56,208 $787,244 $155,852 $244,967 $370,808 Employer's Contributions 508,080 24,067 299,339 30,606 110,578 114,783 Investment Income - net 780,943 11,788 711,225 17,501 77,272 43,473 Net appreciation (depreciation) in fair value of investments 1,152,699 6,902 143,132 4,199 (2) 154,966 Participants' withdrawals (779,935) (11,430) (228,434) (31,936) (943,783) (49,926) Interfund transfers (857,682) (11) 151,907 (23,174) (464,528) 359,919 ----------- ------------ ------------ ------------- ----------- ------------ Increase (decrease) in net assets 2,153,886 87,510 1,844,413 153,046 (375,476) 966,043 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 11,954,048 84,666 3,178,823 163,655 3,263,277 435,492 ----------- ------------ ------------ ------------- ----------- ------------ End of year $14,107,936 $172,196 $5,023,238 $316,701 $2,907,801 $1,423,535 ----------- ------------ ------------ ------------- ----------- ------------ ----------- ------------ ------------ ------------- ----------- ------------ ----------- ------------ ------------ ------------- ------------- ------------ US Treasury Ginnie Equity Capital International European Long-Term Mae Income Appreciation Bond Stock ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $149,701 $153,679 $1,622,292 $268,492 $141,641 $124,827 Employer's Contributions 70,842 65,040 579,082 78,393 50,340 42,642 Investment Income - net 29,658 35,729 1,048,616 32,313 39,139 2,807 Net appreciation (depreciation) in fair value of investments 2,866 (5,857) 852,533 49,822 16,449 78,880 Participants' withdrawals (22,073) (78,116) (922,735) (56,364) (33,923) (16,300) Interfund transfers (16,689) (64,321) (1,063,195) 111,421 (112,480) 31,551 ----------- ------------ ------------ ------------- ----------- ------------ Increase (decrease) in net assets 214,305 106,154 2,096,573 472,077 101,166 204,216 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 193,447 432,137 12,373,034 348,109 304,047 224,558 ----------- ------------ ------------ ------------- ----------- ----------- End of year $407,752 $536,291 $14,469,607 $820,188 $405,213 $486,708 ----------- ------------ ------------ ------------- ----------- ----------- ----------- ------------ ------------ ------------- ----------- ----------- ----------- ------------ ------------ ------------- Equity Global U.S. Growth & Index Govt. Bond Treasury Income ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $241,897 $43,824 $565,635 $576,164 Employer's Contributions 83,615 9,937 262,807 171,698 Investment Income - net 12,977 5,230 25,918 91,003 Net appreciation (depreciation) in fair value of investments 27,893 211 0 42,168 Participants' withdrawals (28,369) (7,118) (105,139) (57,833) Interfund transfers (56,641) (19,358) 26,467 320,066 ----------- ------------ ----------- ------------- Increase (decrease) in net assets 281,062 32,726 796,688 1,143,566 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 306,597 43,174 576,114 529,548 ----------- ------------ ----------- ------------- End of year $506,649 $75,900 $1,373,802 $1,673,131 ----------- ------------ ----------- ------------- ----------- ------------ ----------- ------------- ----------- ------------ ----------- ------------- Spectrum Spectrum Income Growth Other Total ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO: Participants' Contributions $220,299 $223,568 ($48,175) $21,756,386 Employer's Contributions 61,911 71,376 (9,238) 5,206,873 Investment Income - net 31,051 54,876 6,403,872 Net appreciation (depreciation) in fair value of investments 8,006 48,470 7,676,752 Participants' withdrawals (65,459) (44,309) (10,024,844) Interfund transfers 47,241 120,215 10,408 0 ----------- ------------ ----------- ------------- Increase (decrease) in net assets 293,048 466,198 (47,005) 31,018,039 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 213,960 295,954 70,371 88,900,765 ----------- ------------ ----------- ------------- End of year $507,028 $762,150 $23,300 $119,918,804 ----------- ------------ ----------- ------------- ----------- ------------ ----------- ------------- 4. WITHDRAWALS PAYABLE As of December 31, 1994 and 1993, net assets available for benefits included benefits of $553,660 and $771,843, respectively, due to participants who have withdrawn from participation in the Plan. 5. TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated March 29, 1988, that the Plan is qualified under Section 401(a) of the Internal Revenue Code and, accordingly, income of the Plan is exempt from Federal income taxes under provisions of section 501(a) of the Code. The Plan Administrator and its qualified tax counsel do not anticipate that changes in the Plan after the date of the amendments covered by the Internal Revenue Service determination letter will affect the qualified status of the Plan. 6. PLAN TERMINATION Although the Company has not expressed any intent to do so, the Company retains the right under the Plan to discontinue contributions to or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, participants become 100% vested in their accounts. 7. RELATED PARTY TRANSACTIONS The Company incurred approximately $128,335 and $110,523 of general and administrative expenses of the Plan for 1994 and 1993, respectively. 8. UNALLOCATED ASSETS At December 31, 1994 and 1993, contributions receivable of $949,157 and $10,510 respectively, were not allocated to participant accounts. 9. PARTICIPANT NOTES RECEIVABLE Beginning January 1, 1993, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lessor of $50,000 or 50 percent of their account balance. Loan transactions are treated as transfers between the investment funds and the Participant Notes Fund. Loan terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate of one percent above prime at the time of the loan. The interest rate varies from 7.0 to 8.25 percent for participants' notes outstanding at December 31, 1994. Principal and interest are paid ratably through bi-weekly payroll deductions. 10. SUBSEQUENT EVENTS Participants who contributed to the Plan's restricted stock fund were eligible for an allocation of shares in the Employee Stock Ownership Plan (ESOP) not to exceed 3% of participant's eligible compensation. Effective March 31, 1995, due to the depletion of unallocated shares in the ESOP, the entire 5% was matched in cash to any participant in the Plan who contributed at least 5% of their total salary to the Plan at that time. Effective February 22, 1995, the Restricted Stock Fund established in 1990 was renamed the MK Stock Fund with restrictions lifted from this fund. Effective May 31, 1995, the Company's fiduciary insurance carrier was changed from the Aetna Casualty and Surety Company to the National Union Fire Insurance Company. SCHEDULE 1 MORRISON KNUDSEN CORPORATION SAVINGS PLAN ITEM 27 (A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 Identity of Description of Borrower Investment Cost Current Value -------- ---------- ---- ------------- Common Stock - ------------ Morrison Knudsen Corporation(1) Unrestricted Stock $ 3,809,906 $ 2,302,103 Morrison Knudsen Corporation(2) Restricted Stock 23,969,005 13,904,961 ----------- ---------- $ 27,778,911 $ 16,207,064 ------------ ------------ ------------ ------------ MUTUAL FUNDS T. Rowe Price Stable Value Fund $ 30,969,188 $ 30,969,188 T. Rowe Price International Stock Fund 6,259,700 6,578,740 T. Rowe Price New Asia Fund 3,651,404 3,299,430 T. Rowe Price Growth Stock Fund 13,570,407 14,137,055 T. Rowe Price New Era Fund 375,796 365,799 T. Rowe Price New Horizons Fund 5,501,632 5,452,599 T. Rowe Price New Income Fund 370,442 346,626 T. Rowe Price Prime Reserve Fund 3,028,066 3,028,066 T. Rowe Price Small-Cap Value Fund 1,921,982 1,889,893 T. Rowe Price Equity Index Fund 780,067 791,317 T. Rowe Price Global Government Bond Fund 101,085 93,836 T. Rowe Price U.S. Treasury Money Fund 2,223,448 2,223,448 T. Rowe Price Growth and Income Fund 2,079,703 2,010,211 T. Rowe Price Short-Term Bond Fund 336,298 314,932 T. Rowe Price High Yield Fund 728,620 659,457 T. Rowe Price New America Growth Fund 2,332,936 2,327,023 T. Rowe Price Science & Technology Fund 5,426,957 6,301,175 T. Rowe Price U.S. Treasury Inter. Fund 605,530 569,101 T. Rowe Price U.S. Treasury Long-Term Fund 534,052 486,192 T. Rowe Price GNMA Fund 594,373 552,102 T. Rowe Price Equity Income Fund 14,177,670 15,058,349 T. Rowe Price Capital Appreciation Fund 1,127,626 1,101,989 T. Rowe Price International Bond Fund 512,837 478,120 T. Rowe Price European Stock Fund 734,313 790,848 T. Rowe Price Spectrum Income Fund 701,315 656,619 T. Rowe Price Spectrum Growth Fund 1,289,545 1,233,965 ------------ ------------ $ 99,934,992 $101,716,080 ------------ ------------ ------------ ------------ Participant Notes Receivable Promissory Notes $ 3,211,325 $ 3,211,325 ------------ ------------ ------------ ------------ <FN> (1) There were 180,557 shares of Morrison Knudsen Corporation stock held at December 31, 1994. (2) There were 1,090,585 shares of Morrison Knudsen Corporation stock held at December 31, 1994. SCHEDULE 2 MORRISON KNUDSEN CORPORATION SAVINGS PLAN ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS SERIES OF SECURITY TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS AT THE BEGINNING OF THE YEAR YEAR ENDED DECEMBER 31, 1994 Identity of Description of Purchase Selling Cost of Net Gain Party Involved Asset Price Price Asset or (Loss) - ------------------------------------------------------------------------------------------------------------------- Morrison Knudsen Corporation: Restricted Stock Stock $8,232,905 $8,232,905 - T. Rowe Price: Pooled Stable Value Fund Investment $7,101,571 $7,101,571 - T. Rowe Price: Pooled Stable Value Fund Investment $7,866,817 $7,866,817 -