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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
FOR THE FISCAL YEAR ENDED OCTOBER 31, 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 NO. 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 NUMBER)
3353 MICHELSON DRIVE, IRVINE, CALIFORNIA 92698
(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
Common Stock, $0.625 par value
6.95% Notes due March 1, 2007
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NAME OF EACH EXCHANGE ON WHICH REGISTERED
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 or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by
non-affiliates was $3,163,513,424 on January 13, 1998, 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, $0.625 par value, outstanding as of January 13, 1998 --
83,115,266 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate certain information by reference from the
registrant's Annual Report to shareholders for the fiscal year ended October 31,
1997.
Part III incorporates certain information by reference from the
registrant's definitive proxy statement for the annual meeting of shareholders
to be held on March 10, 1998, which proxy statement will be filed no later than
120 days after the close of the registrant's fiscal year ended October 31, 1997.
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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
3353 Michelson Drive, Irvine, California 92698, telephone number (714) 975-2000.
Through Fluor Daniel, Inc. and other domestic and foreign subsidiaries,
the Company provides design, engineering, procurement, construction, maintenance
and other diversified services on a worldwide basis to an extensive range of
industrial, commercial, utility, natural resources, energy and governmental
clients.
The Company maintains investments in coal-related businesses through its
ownership of A. T. Massey Coal Company, Inc. ("Massey").
A summary of the Company's operations and activities by business segment
and geographic area is set forth below.
ENGINEERING AND CONSTRUCTION
The Fluor Daniel group of domestic and foreign companies ("Fluor Daniel")
provides a full range of design, engineering, procurement, construction,
maintenance and other diversified services to clients in a broad range of
industrial and geographic markets on a worldwide basis. The types of services
provided by Fluor Daniel, directly or through companies or partnerships jointly
owned or affiliations with other companies, include: feasibility studies,
conceptual design, detail engineering, procurement, project and construction
management, construction, maintenance, plant operations, technical support,
project finance, quality assurance/quality control, start-up assistance, site
evaluation, licensing, consulting, construction equipment sales and leasing,
temporary technical and non-technical staffing and environmental services.
Fluor Constructors International, Inc. ("Fluor Constructors") is organized
and operated separately from Fluor Daniel. Fluor Constructors provides
construction management, construction and maintenance services in the United
States and Canada. Fluor Constructors is the Company's union construction arm.
The engineering and construction business is conducted under various types
of contractual arrangements, including cost reimbursable (plus fixed or
percentage fee), all-inclusive rate, unit price, fixed or maximum price and
incentive fee contracts. Contracts are either competitively bid and awarded or
individually negotiated. While, in terms of dollar amount, the majority of
contracts are of the cost reimbursable type, there has been an increase in the
volume of cost-reimbursable contracts with incentive-fee arrangements and in the
volume of fixed or unit price contracts. In certain instances, the Company
guarantees facility completion by a scheduled acceptance date and/or achievement
of certain acceptance and performance testing levels. Failure to meet any such
schedule or performance requirements could result in additional costs and the
amount of such additional costs could exceed project profit margins.
The markets served by the business are highly competitive and for the most
part require substantial resources, particularly highly skilled and experienced
technical personnel. A large number of companies are competing in the markets
served by the business. Competition is primarily centered on performance and the
ability to provide the design, engineering, planning, management and project
execution skills required to complete complex projects in a safe, timely and
cost efficient manner. The engineering and construction business derives its
competitive strength from its diversity, reputation for quality,
cost-effectiveness, worldwide procurement capability, project management
expertise, geographic coverage, ability to meet client requirements by
performing construction on either a union or open shop basis, ability to execute
projects of varying sizes, strong safety record and lengthy experience with a
wide range of services and technologies.
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Design and engineering services provided by the engineering and
construction business involve the continual development of new and improved
versions of existing processes, materials or techniques, some of which are
patented. However, none of the existing or pending patents held or licensed by
the business are considered essential to operations. Generally, the development
and improvement of processes, materials and techniques are performed as part of
design and engineering services in connection with the projects undertaken for
various clients.
FLUOR DANIEL
Fluor Daniel's operations are organized into industry groups responsible
for identifying and capitalizing on opportunities in their market segments on a
global basis. Individual operating companies within the groups focus on specific
clients, industries and markets. The operating companies rely on a network of
globally located engineering offices to provide resources and expertise in
support of project execution worldwide. In addition to industry groups, Fluor
Daniel's operations also include the Global Sales and Strategies Group which is
responsible for strategic planning and provides sales and marketing support and
assistance to all of the other groups.
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. Expansion of basic industries is increasing fundamental
energy requirements and infrastructure needs. Globalization of markets and
geopolitical change is also stimulating strategic investments in new production
facilities in these emerging markets.
The operations of Fluor Daniel are detailed below by industry group:
Process
The Process Group supports clients in the following basic industries:
petroleum, petrochemicals, production, pipelines, chemicals, plastics and
fibers.
During fiscal 1997, Process Group contract awards included: engineering,
procurement and project management for a pipeline, pump stations and marine
facilities in Russia and Kazakhstan; engineering, procurement and construction
management for a floating production storage offloading vessel in Scotland, a
pipeline and production facility in Ecuador, a nylon BCF expansion in Canada, an
ethylene facility in Argentina, an acrylate monomer plant and a maleic anhydrite
facility in Germany, paper and film finishing plants, a color line plant and
utilities, siting and infrastructure for plants in China, an alliance with Witco
for specialty chemical plants worldwide, a petrochemical complex in Saudi Arabia
and a refinery upgrade in Ohio; engineering and procurement for an expansion
project in Saudi Arabia, a pipeline between Argentina and Chile, a crude
stabilization project in Kazakhstan, a natural gas pipeline in New York, a joint
venture performing work on an ethylene facility in Canada, a chlor-alkali plant
in Texas, a polypropylene complex in Canada and an ethylene and polyethylene
project in Texas; engineering for a gas gathering and injection project in Abu
Dhabi, a derivatives plant in Malaysia, an FCC expansion project in Utah, an
ethylene and polyolefins complex in Abu Dhabi and a benzene and paraxylene
project in Thailand; engineering, procurement and construction for an upgrade of
a polypropylene plant in Texas, expansion of a DNT/SAC plant in Texas, a PBT
plant in South Carolina and a polypropylene project in Texas; capital
construction and maintenance services on an evergreen basis for various chemical
and fiber plants throughout the United States; engineering and construction
management for a CCR reformer project in Texas.
Ongoing projects in fiscal 1997 include: engineering, procurement and
construction management for a hydrotreater in Canada, a hydrodesulfurization
unit in Korea, a methanol plant in Norway, crude oil import/export pipeline,
tanks, oil pump stations and terminal in Lithuania, a polystyrene plant
expansion in Louisiana, a gas turbine generator in the Philippines, an ethylene
plant expansion in Saudi Arabia, a fluid catalytic cracker unit in Texas, a
L.S.D. hydrofiner in Canada, an export terminal expansion project in Scotland, a
pipeline and export terminal in Azerbaijan, a LNG upstream facility, offshore
gas platform, subsea and onshore pipelines in Trinidad, a refrigerated storage
tank in New Hampshire, a carbon graphite expansion in South Carolina and a resin
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coating plant in Great Britain; engineering, procurement and construction for a
polymer expansion facility in Virginia, a new film machine in an existing plant
in New York, debottlenecking of existing facilities and an expanded lube oil
plant in Indonesia, an upgrade of a residue hydrocracker in the Slovak Republic,
a polymer extrusion expansion in Louisiana, a PTA plant in the Netherlands and a
new PET facility in Mississippi; engineering and procurement for a CDU unit
revamp in Poland, a gas plant modification in England and a gas field
development including low temperature separation unit compression and control
facilities in the Netherlands; engineering and construction management for a
refinery modernization in Poland; construction management for a lube oil revamp
in Germany, an ethylene unit revamp in Louisiana, a paraxylene decoupling and
revamp in Alabama, a paraxylene unit in Korea and expansion and renovation of a
paint pigments plant in Delaware; engineering for numerous maintenance shutdowns
at various locations in the United States, a receiving terminal, pump stations,
meter stations, pipelines and export terminal in Azerbaijan, a debottlenecking
project in Indonesia, three geothermal power generation facilities in Indonesia,
a metaxylene unit in Texas, evergreen engineering support for Du Pont in Canada
and Europe, a polyethylene plant in Texas, a petroleum refinery expansion in Abu
Dhabi, a propylene recovery project in Pennsylvania, an ethoxics and ethanol
amines plant in Louisiana, an organic acids plant in Louisiana, a nylon facility
in China, a polylactide facility in Nebraska, a carbon black expansion in China,
a heavy oil upgrader in Venezuela, a nitrogen generation complex in Mexico and a
latex relocation in Thailand; construction and maintenance for evergreen small
capital construction services in Tennessee and South Carolina and for various
chemical and fiber plants throughout the United States; construction for an oxo
alcohol and a chemical plant both in Louisiana and a chemical line conversion
and waste water treatment plant both in South Carolina; project management for a
nylon tire cord plant in India and a 200,000 barrel a day production facility
with infrastructure, power generation and an 800 mile pipeline and single point
mooring loading terminal in Africa; a services alliance in Texas and for
numerous small capital projects at various locations in the United States.
Projects completed in fiscal 1997 include: engineering, procurement and
construction management for a 180 mile ethylene pipeline in Texas, an increase
in capacity of two hydrodesulfurization units and associated pipeline in
Venezuela, a gas oil hydrotreater in California and a gas injection and
underground storage facility in the Netherlands; engineering, procurement and
construction for a cat feed hydrotreater in Louisiana, a fluid catalytic cracker
unit in Korea, a vinyl acetate monomer plant in Singapore, a refinery upgrade in
the Netherlands, a hydrochlorofluorocarbon plant in Kentucky, a polypropylene
plant expansion in Pennsylvania and a hydrogen peroxide plant in Texas;
engineering, procurement, construction and program management for a
petrochemical complex in Kuwait; engineering and procurement for a 15 mile gas
pipeline with terminal in Mexico, an acrylate facility expansion in Texas, a
revamp of two paraxylene units in Alabama, a new propylene splitter unit in
Pennsylvania, a 354 kilometer pipeline with laterals from Mariquita to Cali in
Colombia, an oil production facility in Gabon and four offshore platforms in
Venezuela; procurement and construction management for general facilities and
utilities of a petrochemical complex in Kuwait; engineering for an expansion of
six existing crude oil pipeline pump stations in Colombia, an early production
system equipment and an oil field production facility in Colombia and a filter
products facility in Tennessee; project management for an offshore gas
compression platform and subsea pipeline in Vietnam; evergreen capital
construction and maintenance services for various chemical and fiber plants
throughout the United States.
Industrial
The Industrial Group provides a broad range of services by supporting
clients in the following industries: mining and metals, automotive and general
manufacturing, electronics, pharmbio, fine chemicals, food, beverage and
consumer products, commercial and institutional facilities, infrastructure,
telecommunications and forest products. The Industrial Group also supports
clients through ADP Marshall which provides professional services in
architecture, engineering and construction management in the electronics
industry and other industries, and through PACE, the operating company
dedicated to serving Fluor Daniel's alliance with Procter & Gamble.
During fiscal 1997, Industrial Group contract awards included:
construction management for an auto assembly plant in Brazil, a film
manufacturing facility, a passenger terminal, a prison, an office park, a wafer
processing facility, an office facility, an image masking operation facility,
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multiple clean room renovations, fit ups and expansions, a wafer fabrication
facility, the extension of an existing UTD facility, all in the United States,
an airport in South Korea, a concrete facility in Taiwan, a test/assembly plant
in Ireland and a tobacco facility in Malaysia; engineering, procurement and
construction of a nickel/cobalt mine and integrated processing facility in
Australia, a production facility and a snack food facility in the United States
and a copper mine in Peru; engineering, procurement and construction management
for a grassroots micromill, continuing work in an ongoing alliance with Aluminum
Company of America, an underground conveyor and crushing facility, a copper mine
expansion, a beta carotene production facility, a botulinum toxin facility, a
salt manufacturing facility, two snack food facilities and a beverage production
facility, all in the United States and a grassroots gold mine and a
conveyor/crusher refurbishment in Chile; engineering and construction management
for an export facility in China; engineering for billet conditioning, a pilot
plant production facility, an outsourcing contract for outside plant engineering
services and a bovine somatotrophin manufacturing facility in the United States
and for certain capital projects in Chile; construction of a snack food
facility in the United States.
Ongoing projects include: engineering, procurement and construction for a
copper and gold mine in Indonesia, a paper machine expansion in Georgia, an
ethanol facility in Canada, a vaccine manufacturing facility in Maryland, an
Emergency 911 response system for Chicago, Illinois and a food processing plant
expansion in Tennessee; engineering, procurement and construction management for
a grassroots copper and gold mine in Argentina, expansion of an iron ore
pelletizing processing facility in Brazil, a copper mine expansion in Indonesia,
a beltway around Denver, Colorado, a copper mine addition, a grassroots copper
mine and a potassium chloride plant expansion in Chile, a battery acid plant in
Saudi Arabia, a wafer facility in Washington, a bulk pharmaceuticals
manufacturing facility in Ireland, a vitamin manufacturing facility in New
Jersey, expansion and rebuild of various snack food plants in the United States,
a multi-product personal care facility in China and a cellular site buildout for
eight cities in the United States; engineering and procurement for a food
additive processing plant in Ohio; engineering and construction of pet foods
facilities in the United States; engineering and construction management for a
hotel renovation in Indonesia, a sports facility in South Carolina, a tobacco
facility in the Netherlands, a court/detention center in Texas and a propylated
starch facility in Indianapolis; construction management for a prison in
California, a tobacco processing plant in North Carolina, a multi-product
personal care facility in the Philippines, a nickel mine expansion in Indonesia,
a specialty steel mill in Pennsylvania, an HVAC upgrade to a distribution
facility in Mississippi, a convention center in Arkansas, a conferencing center
in Florida, a hotel renovation in California and major infrastructure for a
university in Saudi Arabia; engineering for an iron mine in Australia, a
grassroots micro mill in Nevada, a grassroots gold mine in Venezuela, a melt
shop facility in Indiana, an aluminum recycle mill in the United States, a
grassroots copper mine in Canada, a vitamin manufacturing facility in Texas, an
engineering alliance for a multi-product facility in California, a grassroots
solid dosage pharmaceutical plant in Oklahoma and a high speed rail project in
Florida; construction of a distribution warehouse in South Carolina and a
camcorder/laptop battery facility in Florida; project management for rail
stations for the Federal Transportation Administration in New York City and for
highway construction in Orange County, California; and project management for
rail transit recompetition in Los Angeles, California.
Projects completed in fiscal 1997 included: engineering, procurement and
construction for a wafer facility in the Philippines, a dyno/tank farm expansion
in South Carolina, a grassroots gold mine in Chile, a gold mine in Papua New
Guinea, a dry conversion process facility in North Carolina, rebuilding a carpet
manufacturing facility in Georgia, a contract manufacturing facility and
corporate headquarters in North Carolina and a packaging and distribution space
in a brown sugar facility in Florida; engineering, procurement and construction
management for a fine chemicals retrofit project in Tennessee, a gold heap leach
expansion in Peru, an automotive transaxle facility expansion in Ohio, an
automotive assembly plant in Argentina, apparel distribution centers at various
locations throughout the United States, a silicon wafer facility in Texas and
Phase 2 of a six city cellular buildout and an eight city cellular buildout in
the United States; engineering and construction of an engine plant expansion in
Ohio and a tile expansion facility in Mississippi; engineering and construction
management for a vaccine manufacturing plant in North Carolina; engineering and
procurement for a petro-sulfur forming plant in Canada; construction management
for a parking and athletic facility in Florida, the retail expansion for a
petroleum company in Colorado, a hotel in Indonesia, a correctional facility
expansion in California, the renovation of a turbine facility in South Carolina
and a train station terminal building in Kyoto, Japan; engineering for a general
services steel mill in the United States, a SX/EW copper mine in Chile, tool
hook-up in a wafer facility in Thailand, a potent compound bulk manufacturing
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facility in Georgia; construction for a personal care product plant in Puerto
Rico; maintenance services for an automotive facility in Tennessee; an
engineering study for a tableting facility in the former Soviet Union.
Power and Government
The Power and Government Group provides services to public electric
utilities, private power companies and the United States government. The
Duke/Fluor Daniel partnership provides services to the fossil fuel power
industry.
During fiscal 1997, Power and Government Group contract awards included:
engineering, procurement and construction for a heat recovery coke plant, a 95
megawatt power block plus flue gas de-sulfurization unit in Indiana, a 111
megawatt combined cycle cogeneration facility in Thailand and a 3X65 megawatt
coal plant in Indonesia; engineering, procurement, construction and program
management for a national laboratory in New Mexico; engineering and construction
management of a 115 kilovolt transmission facility in Washington; operations and
maintenance for a 2X50 megawatt cogeneration plant in China; assistance in
operations assessment for a coal plant in China; operations and/or maintenance
and support services for a 764 megawatt nuclear plant in Nebraska; engineering
for Federal Emergency Management Agency infrastructure support services
throughout the United States; renewals of contracts for maintenance services
for nuclear power plants in Arizona, Texas and South Carolina.
Ongoing projects include: engineering, procurement and construction for a
300 megawatt combined cycle plant in Saudi Arabia; engineering, procurement and
construction management for a cogeneration plant in Great Britain; procurement,
engineering, construction management and start-up for a 2X600 megawatt coal
fired power plant in Indonesia; operations and maintenance for a 175 megawatt
diesel system in Indonesia, a 130 megawatt cogeneration facility in Virginia and
a 151 megawatt facility in Delaware; engineering for a laboratory facility
upgrade in Illinois; maintenance for fossil and gas plants in South Carolina,
North Carolina, Texas, Georgia, Arkansas, Australia, South Africa, California,
Louisiana and Mississippi and renewal and maintenance for nuclear plants in
Maryland, South Carolina, Kansas, Missouri, Virginia, Texas, Maryland and
Arizona; management and integration contractor for a major United States
Department of Energy ("DOE") facility ("Hanford") in Washington; additional DOE
funding for engineering and design for nuclear materials storage plant under a
reconfiguration project in Nevada; engineering and construction management for
various radar and weather stations located throughout the United States for the
National Oceanic and Atmospheric Administration; engineering for the
reconfiguration of the DOE weapons program, the DOE National Engineering
Laboratories in Idaho and a waste handling facility for the DOE at Hanford;
environmental remediation management for the DOE former uranium processing plant
in Ohio (the "Fernald Project"); management and operation services for the
Naval Petroleum and Oil Shale Reserves program for the DOE in Colorado, Utah and
Wyoming.
Projects completed in fiscal 1997 included: engineering, procurement and
construction for a 160 megawatt cogeneration plant in Indiana, a 240 megawatt
combined cycle cogeneration plant in Louisiana, rebuilding of a fire damaged 650
megawatt combined cycle facility in Virginia and a 75 megawatt bottoming cycle
and 69 kilovolt transmission line in Illinois; engineering for a DOE waste
vitrification plant at Hanford; maintenance and support for a rebuild of a power
plant in Texas; maintenance for fossil and gas generation plants in Florida and
Tennessee.
Diversified Services
The Diversified Services Group was created in fiscal 1994 to expand
certain services provided by Fluor Daniel beyond the boundaries of the
traditional engineering and construction project cycle. These services have
typically been provided to projects in support of Fluor Daniel and have
developed into core skills. They are now offered on a standalone basis to new
clients and markets as well as traditional clients and markets external to Fluor
Daniel.
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The groups providing services include Facility & Plant Services, which
provides plant maintenance, management and efficiency services as well as plant
maintenance software; TRS Staffing Solutions, which provides technical,
professional and clerical temporary personnel as well as permanent placements;
American Equipment Company, which sells, leases and outsources equipment for
construction and industrial needs; Environmental Services, which provides
environmental engineering and construction services; and Fluor Daniel GTI, Inc.
(55% owned by Fluor Daniel) which provides environmental remediation services.
ACQUION, a provider of electronic catalog and ordering services, was sold.
During fiscal 1997, Diversified Services Group acquisitions included: the
acquisition by American Equipment Company of 100% of J. W. Burress, Inc., a
Virginia-based equipment rental company with branches in the Southeast; 100% of
SMA Equipment Company, a California-based heavy equipment sales and rental
company with operations throughout California; 100% of SMA/Stith Equipment, a
Georgia-based heavy equipment rental company with operations throughout Georgia;
65% of Maquinaria Panamericana, S.A. de C.V., an equipment rental company with
branches in Central Mexico; and the acquisition by TRS Staffing Solutions of
100% of First Legal, Ltd., a London-based permanent and temporary placement
services firm that specializes in legal staffing.
During fiscal 1997, Diversified Services Group dispositions included: the
sale of 100% of ACQUION, a provider of electronic catalog and ordering services.
During fiscal 1997, Diversified Services Group new awards included: an
equipment services agreement to provide all support equipment, operator training
and operators to mining sites in Chile, Indonesia and Peru and engineering for a
United States Air Force Center in Texas.
Ongoing projects include: an equipment outsourcing contract at a
petrochemical plant in Texas; maintenance for a tire manufacturing facility in
Tennessee, a petrochemical plant in Texas, a refinery in Mississippi, an
automobile manufacturing facility in Tennessee, computer manufacturing
facilities in Florida, Texas, North Carolina, Arizona, Colorado and California
and a vehicle manufacturing facility in Argentina; 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; engineering, procurement and construction
management for an environmental remediation program for a toxic waste site in
Indiana, the closure of a former ore processing site in Colorado and for a
former zinc smelter and refinery in the United States; engineering for an
alliance with Witco; environmental investigation and evaluation at U.S. military
facilities in Hawaii, Guam and Puerto Rico; site remediation at a plant in
Illinois.
Projects completed in fiscal 1997 included: computerized maintenance
system for a steel maker in Utah and glass products manufacturer at various
locations in the United States and a computerized maintenance system and
training services for a refinery in Asia.
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 1997, Fluor Constructors contract awards included:
construction and construction management services for a gas plant and pipeline
expansion in California, a refinery upgrade in Ohio and a cogeneration plant in
Indiana.
Ongoing projects include: maintenance and outage support at various plant
sites for a nuclear power plant in Missouri and for fossil fuel power plants in
Louisiana, Mississippi and Arkansas.
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Projects completed in fiscal 1997 included: construction and construction
management for steam turbine project in Indiana and a wafer fabrication facility
located in Camas, Washington; and maintenance and outage support for a nuclear
power plant in Maryland.
BACKLOG
The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1997 and 1996 by industry
group:
1997 1996
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(IN MILLIONS OF DOLLARS)
Process ...................... $ 6,384 $ 4,903
Industrial ................... 5,178 6,496
Power and Government ......... 2,092 3,621
Diversified Services ......... 716 737
------- -------
$14,370 $15,757
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The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1997 and 1996 by region:
1997 1996
------- -------
(IN MILLIONS OF DOLLARS)
United States........................ $ 5,665 $ 7,326
Asia Pacific (including Australia)... 3,959 4,402
Europe, Africa and Middle East ...... 3,828 2,677
The Americas ........................ 918 1,352
------- -------
$14,370 $15,757
======= =======
Estimated portion not to be performed during fiscal 1998: 30%
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,
1997 backlog estimated to be performed subsequent to fiscal 1998.
Approximately $1.5 billion of the Process Group's backlog at October 31,
1997, is attributable to the Yanpet project in Saudi Arabia. The decrease in the
Industrial Group's backlog at October 31, 1997 when compared with October 31,
1996 is due primarily to lower mining and metals awards activity in 1997.
Backlog in the Power and Government Group declined in fiscal 1997 compared with
fiscal 1996 primarily due to work performed at the DOE Fernald project and the
Paiton project. In addition, backlog in the Power and Government Group was
further affected by changes in new awards reporting for the Hanford project.
Previously, in fiscal 1996, Fluor recognized a $1.0 billion new award for the
Hanford project based upon the initial authorization for the project, which
represented the estimated total value of the work to be performed for the entire
project during fiscal 1997. In the fourth quarter of fiscal 1997, based upon
experience gained in 1997 regarding the DOE's fee determination procedures for
the Hanford project, Fluor recognized a new award of $220 million representing
only its estimated proportionate share of the work to be performed at the
Hanford site in 1998.
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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 20 mining complexes (19 of which include
preparation plants) located in West Virginia, Kentucky, Virginia and Tennessee.
At October 31, 1997, one of the mining complexes was still in development and
not yet producing coal.
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.
For each of the three years in the period ended October 31, 1997, the
Massey Companies' production (expressed in thousands of short tons) of steam
coal and metallurgical coal, respectively, was 19,798 and 16,757 for fiscal
1997, 17,578 and 13,616 for fiscal 1996 and 15,790 and 11,634 for fiscal 1995.
Sales (expressed in thousands of short tons) of coal produced by the Massey
Companies were 35,643 for fiscal year 1997, 31,091 for fiscal year 1996 and
27,410 for fiscal 1995.
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 61% of the Massey
Companies' fiscal 1997 coal production was sold under long-term contracts, 60%
of which was steam coal and 40% of which was metallurgical coal. Approximately
14% of the coal tonnage sold by the Massey Companies in fiscal 1997 was sold
outside of North America.
Massey is among the five largest marketers of coal in the United States.
The coal market is a mature market with many strong competitors. Competition is
primarily dependent upon coal price, transportation cost, producer reliability
and characteristics of coal available for sale. The management of Massey
considers Massey to be generally well-positioned with respect to these factors
in comparison to its principal competitors.
Recently passed acid rain legislation is generally anticipated to benefit
prices for low sulfur coal. Massey intends to continue to evaluate and pursue,
in appropriate circumstances, the acquisition of additional low sulfur coal
reserves.
The Coal Industry Retiree Health Benefits Act of 1992 (the "Act") provides
that certain retired coal miners who were members of the United Mine Workers of
America, along with their spouses, are guaranteed health care benefits. The
Massey Companies' obligation under the Act is currently estimated to aggregate
approximately $42 million which will be recognized as expensed as payments are
made. The amount expensed during fiscal 1997 approximated $7.0 million.
The management of the Massey Companies estimates that, as of October 31,
1997, the Massey Companies had total recoverable reserves (expressed in
thousands of short tons) of 1,763,475; 740,775 of which are assigned recoverable
reserves and 1,022,700 of which are unassigned recoverable reserves; and
1,286,946 of which are proven recoverable reserves and 476,529 of which are
probable recoverable reserves.
The management of the Massey Companies estimates that approximately 36% 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.
10
11
"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.
OTHER MATTERS
ENVIRONMENTAL, SAFETY AND HEALTH MATTERS
The Massey Companies are affected by and comply with federal, state and
local laws and regulations relating to environmental protection and plant and
mine safety and health, including but not limited to the federal Surface Mining
Control and Reclamation Act of 1977; Occupational Safety and Health Act; Mine
Safety and Health Act of 1977; Water Pollution Control Act, as amended by the
Clean Water Act of 1977; Black Lung Benefits Revenue Act of 1977; and Black Lung
Benefits Reform Act of 1977. It is impossible to predict the full impact of
future legislative or regulatory developments on such operations, because the
standards to be met, as well as the technology and length of time available to
meet those standards, continue to develop and change.
In fiscal 1997, Massey expended approximately $7.1 million to comply with
environmental, health and safety laws and regulations, none of which were
capitalized. Massey anticipates making $10.3 million and $9.8 million in such
non-capital expenditures in fiscal 1998 and 1999, respectively. Of these
expenditures, $5.1 million, $6.5 million and $5.9 million for fiscal 1997, 1998
and 1999, respectively, were or are anticipated to be for surface reclamation.
Existing financial reserves are believed to be adequate to cover actual and
anticipated reclamation expenditures.
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.
In 1994, Fluor completed the sale of its lead business. 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 Company believes, based upon present information available to it, that
its accruals with respect to future environmental costs are adequate and such
future costs will not have a material effect on the Company's consolidated
financial position, results of operations or liquidity. However, the imposition
11
12
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 accruals 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, 1997:
SALARIED CRAFT/HOURLY TOTAL
-------- ------------ -----
Engineering and Construction 30,347 27,364 57,711
Coal ....................... 1,045 1,923 2,968
------ ------ ------
31,392 29,287 60,679
====== ====== ======
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 1997 Annual Report to
shareholders, 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 totaling approximately 7.1 million square feet. 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 location and
general character of the major existing facilities, exclusive of mines, coal
preparation plants and their adjoining offices:
LOCATION INTEREST PURPOSE
-------- -------- -------
UNITED STATES AND CANADA:
Irvine, California Leased Fluor Corporate Headquarters and Fluor Daniel Operations
Calgary, Canada Leased Fluor Daniel Canada Operations
Charlotte, North Carolina Leased Duke/Fluor Daniel Operations
Chicago, Illinois Leased Fluor Daniel Operations
Cincinnati, Ohio Leased Fluor Daniel Operations and Procter & Gamble Alliance (PACE)
Greenville, South Carolina Owned and Leased Fluor Daniel and American Equipment Operations
Houston (Sugar Land office), Texas Owned Fluor Daniel Operations
Pasadena, Texas Owned American Equipment Offices and Yard
Philadelphia, Pennsylvania Leased Fluor Daniel Operations
(Marlton, New Jersey Office)
Richland, Washington Leased Fluor Daniel Hanford Operations
Riverside, California Owned American Equipment Offices and Yard
Riverside, Illinois Owned American Equipment Offices and Yard
Tucson, Arizona Leased ADP Marshall Operations
Tulsa, Oklahoma Leased Williams Brothers Operations
Vancouver, Canada Leased Fluor Daniel Wright Operations
Washington, D.C. Leased Fluor Daniel Operations
12
13
LOCATION INTEREST PURPOSE
-------- -------- -------
THE AMERICAS:
Caracas, Venezuela Leased Tecnofluor Operations
Mexico City, Mexico Leased ICA Fluor Daniel Operations
Monterey, Mexico Owned American Equipment Offices and Yard
Santiago, Chile Owned and Leased Fluor Daniel and American Equipment Operations
EUROPE, AFRICA AND MIDDLE EAST:
Al Khobar, Saudi Arabia (Dhahran area) Owned Fluor Daniel Operations
Asturias, Spain Leased Fluor Daniel Operations
Camberley, England Leased Fluor Daniel Operations
Haarlem, Netherlands Owned and Leased Fluor Daniel Operations
Sandton, South Africa Leased Fluor Daniel Operations
ASIA PACIFIC:
Manila, Philippines Leased Fluor Daniel Operations
Melbourne, Australia Leased Fluor Daniel Operations
COAL OFFICES:
Richmond, Virginia Owned A. T. Massey Operations
Charleston, West Virginia Leased A. T. Massey Operations
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.
13
14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT(1)
OFFICE OF THE CHAIRMAN(1)
DON L. BLANKENSHIP, age 47
Director since September 1996; Appointed to Office of the Chairman,
December 1997; Chairman of the Board and Chief Executive Officer of A.T. Massey
Coal Company, Inc.(3) since January 1992; formerly President and Chief Operating
Officer of that subsidiary from 1990; formerly President of Massey Coal
Services, Inc.(4) from 1989; joined Rawl Sales & Processing Co.(5) in 1982.
JAMES C. STEIN, age 54
Director since December 1997; Appointed to Office of the Chairman,
December 1997; President and Chief Operating Officer, Fluor Daniel, Inc.(2)
since March 1997; formerly Group President, Diversified Services, of Fluor
Daniel, Inc. 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.
JAMES O. ROLLANS, age 55
Director since December 1997; Appointed Office of the Chairman, December
1997; 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.
OTHER EXECUTIVE OFFICERS OF REGISTRANT
DENNIS W. BENNER, age 56
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 62
Vice President, Human Resources and Administration since 1986; joined the
Company in 1958.
LILA J. CHURNEY, age 45
Vice President, Investor Relations since December 1994; joined the
company in 1980.
J. MICHAL CONAWAY, age 49
Senior Vice President and Chief Financial Officer since December 1996;
formerly 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.
LAWRENCE N. FISHER, age 53
Senior Vice President, Law and Secretary, since March 1996; formerly Vice
President, Corporate Law and Assistant Secretary from 1984; joined the Company
in 1974.
14
15
CHARLES R. OLIVER, JR., age 54
Group President, Regions, Sales and Strategic Planning of Fluor Daniel,
Inc.(2) since December 1997; formerly Group President, Europe, Africa, Middle
East and India of that company since March 1997; formerly Group President,
Sales, Marketing and Strategic Planning of Fluor Daniel, Inc.(2) since May 1994;
formerly President, Business Units, of that company from 1993; formerly
President, Hydrocarbon Sector, from 1986; joined the Company in 1970.
- ----------
(1) Except where otherwise indicated, all references are to positions held
with Fluor.
(2) Fluor Daniel, Inc., which provides design, engineering, procurement,
construction management, maintenance and other diversified services to a
wide range of industrial, commercial, utility, natural resources, energy
and governmental clients, is an indirectly wholly-owned subsidiary of
Fluor.
(3) A. T. Massey Coal Company, Inc. ("A. T. Massey"), is an indirectly
wholly-owned subsidiary of Fluor which, along with A. T. Massey's
subsidiaries, conducts A. T. Massey's coal-related businesses.
(4) Massey Coal Services, Inc. is a wholly-owned subsidiary of A. T. Massey.
(5) Rawl Sales & Processing Co. is a wholly-owned subsidiary of A. T. Massey.
15
16
PART II
Information for Items 5, 6 and 7 is contained in Fluor's 1997 Annual
Report to shareholders, 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 1997 Annual Report to shareholders is not
to be deemed filed as part of this report):
ITEM NO. TITLE ANNUAL REPORT TO SHAREHOLDERS SECTION
- -------- ----- -------------------------------------
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................................... Shareholders' 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 7A. Quantitative and Qualitative Discussions about Market Risk................ 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, 1997 and 1996 and for each of the three years in
the period ended October 31, 1997 and Fluor's unaudited quarterly financial data
for the two year period ended October 31, 1997, 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
unaudited Quarterly Financial Data sections of Fluor's 1997 Annual Report to
shareholders, 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 1997 Annual
Report to shareholders and is 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" in Part I, following 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, 1997.
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
16
17
10.21 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 shareholders) 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 of the Company 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.
If a change of control were to have occurred on October 31, 1997, the
additional amounts payable by Fluor, either in cash or in stock, if each of the
five most highly compensated executive officers and all executive officers as a
group were thereupon involuntarily terminated without cause would be as follows:
RESTRICTED SUPPLEMENTAL
STOCK BENEFIT
INDIVIDUAL OR GROUP PLANS(1) PLAN(2)
------------------- ---------- -----------
Leslie G. McCraw............................................ $3,027,384 $ 1,391,800
Don L. Blankenship.......................................... 963,137 284,364
James C. Stein.............................................. 780,121 113,746
James O. Rollans............................................ 1,090,417 170,618
J. Michal Conaway........................................... 415,559 113,746
All Executive Officers (10) including the above............. $8,213,460 $2,518,453
- ------------------
(1) Value at October 31, 1997 of previously awarded restricted stock which
would vest upon change of control.
(2) Lump sum entitlement of previously awarded benefits which would vest upon
change of control.
Further disclosure required by this item is included in the Organization
and Compensation Committee Report on Executive Compensation and Executive
Compensation and Other Information sections of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1997.
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, 1997.
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, 1997.
17
18
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 23 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 27, 1998) of Fluor
Corporation
4.1 Indenture dated July 1, 1986 between Fluor Corporation and Irving
Trust Company, trustee [filed as Exhibit 4 to Registration No.
33-6960 for the issuance of up to $250 million of debt securities and
incorporated herein by reference]
4.2 Fluor Corporation Dividend Reinvestment Plan (as amended and restated
June 30, 1995) [filed as Exhibit 4.2 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]
4.3 Indenture dated as of February 18, 1997 between Fluor Corporation and
Banker's Trust Company, trustee [filed as Exhibit 4 to Form S-3,
Registration No. 333-18315 for the issuance of up to $350 million of
debt securities and incorporated herein by this reference].
EXECUTIVE COMPENSATION PLANS/PROGRAMS
10.1 Fluor Corporation and Subsidiaries Executive Incentive Compensation
Plan (as amended and restated through September 15, 1988) [filed as
Exhibit 10.2 to Fluor's quarterly report on Form 10-Q for the
quarterly period ended July 31, 1996 and incorporated herein by
reference]
10.2 Fluor Executive Deferred Compensation Program (as amended and
restated effective May 1, 1995) [filed as Exhibit 10.2 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,1995
and incorporated herein by this reference]
10.3 Fluor Corporation Deferred Directors' Fees Program (as amended
through November 15, 1983) [filed as Exhibit 10.4 to Fluor's
quarterly report on Form 10-Q for the quarterly period ended April
30,1995 and incorporated herein by reference]
10.4 1977 Fluor Executive Stock Plan (as amended by Amendment No. 4
effective December 9, 1986) [filed as Exhibit 10.6 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31,1986 and
incorporated herein by reference]
10.5 1981 Fluor Executive Stock Plan (as amended by Amendment No. 3
effective December 9, 1986) [filed as Exhibit 10.9 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
18
19
10.6 1982 Fluor Executive Stock Option Plan (as amended by Amendment No. 2
effective December 9, 1986) [filed as Exhibit 10.10 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.7 Fluor Executives' Health Plan Summary [filed as Exhibit 10.11 to
Fluor's annual report on Form 10-K for the fiscal year ended October
31, 1985 and incorporated herein by reference]
10.8 Directors' Life Insurance Summary [filed as Exhibit 10(i) to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1980
and incorporated herein by reference]
10.9 Executive Tax Services Plan (as amended and effective as of November
1, 1993) [filed as Exhibit 10.10 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1993 and incorporated
herein by reference]
10.10 Executive Personal Financial Counseling Plan (as amended and
effective as of November 1, 1993) [filed as Exhibit 10.11 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1993
and incorporated herein by reference]
10.11 Company Automobile Policy Summary [filed as Exhibit 10.15 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1989
and incorporated herein by reference]
10.12 Fluor Executives' Supplemental Benefit Plan (as amended by First
Amendment effective November 15, 1983) [filed as Exhibit 10.16 to
Fluor's annual report on Form 10-K for the fiscal year ended October
31, 1983 and incorporated herein by reference]
10.13 1988 Fluor Executive Stock Plan (as amended and restated effective
December 6, 1994) [filed as Exhibit 10.13 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]
10.14 Fluor Corporation Change of Control Compensation Plan (as amended and
restated by Second Amendment effective October 1, 1989) [filed as
Exhibit 10.19 to Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1989 and incorporated herein by reference]
10.15 Fluor Special Executive Incentive Plan (as amended effective December
6, 1994) [filed as Exhibit 10.15 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]
10.16 Retirement Plan for Outside Directors (effective as of May 1, 1992)
[filed as Exhibit 10.18 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by
reference]
10.17 Executive Severance Plan (effective as of April 14, 1997)
10.18 Directors' Achievement Award Program (effective as of December 6,
1994) [filed as Exhibit 10.18 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1995 and incorporated herein by
reference]
10.19 Fluor Corporation Stock Plan for Non-Employee Directors (adopted
effective March 14, 1995) [filed as Exhibit 10.21 to Fluor's
quarterly report on Form 10-Q for the quarterly period ended April
30, 1995 and incorporated herein by reference]
10.20 1996 Fluor Executive Stock Plan (effective March 12, 1996 as amended
December 10, 1996) [filed as Exhibit 10.20 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1996 and
incorporated herein by this reference]
19
20
10.21 Fluor Corporation Restricted Stock Plan for Non-Employee Directors
[filed as Exhibit 10.1 to Fluor's quarterly report as Form 10-Q for
the quarterly period ended April 30, 1997 and incorporated herein by
this reference]
OTHER CONTRACTS
10.22 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]
10.23 Amendment to Master Leases by and between CWOP, Fluor Daniel, Inc.
and Fluor Corporation dated as of November 1, 1989 with respect to
the Irvine facility [filed as Exhibit 10.19 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1991 and
incorporated herein by reference]
13 Certain portions of 1997 Annual Report to shareholders (with the
exception of the information incorporated by reference into Items 1,
5, 6, 7 and 8 of this report, Fluor's 1997 Annual Report to
shareholders 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 Powers of Attorney executed by certain Fluor
directors
27 Financial Data Schedule
99.1 Current Report on Form 8-K filed May 6, 1997
(b) Reports on Form 8-K:
None were filed during the last quarter of the period covered by
this report.
20
21
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 28, 1998
By: /s/ J. M. CONAWAY
------------------------------------
J. M. Conaway, Senior 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:
/s/ J. O. ROLLANS Director, Chief January 28, 1998
- --------------------------------------------- Administrative Officer
J. O. Rollans
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ J. M. CONAWAY Senior Vice President and Chief January 28, 1998
- --------------------------------------------- Financial Officer
J. M. Conaway
OTHER DIRECTORS:
* Director January 28, 1998
- ---------------------------------------------
D. A. Blankenship
* Director January 28, 1998
- ---------------------------------------------
C. A. Campbell, Jr.
* Director January 28, 1998
- ---------------------------------------------
P. J. Fluor
* Director January 28, 1998
- ---------------------------------------------
D. P. Gardner
* Director January 28, 1998
- ---------------------------------------------
T. L. Gossage
* Director January 28, 1998
- ---------------------------------------------
B. R. Inman
* Director January 28, 1998
- ---------------------------------------------
V. S. Martinez
21
22
SIGNATURE TITLE DATE
--------- ----- ----
* Director January 28, 1998
- ---------------------------------------------
L. G. McCraw
* Director January 28, 1998
- ---------------------------------------------
D. R. O'Hare
* Director January 28, 1998
- ---------------------------------------------
Lord Renwick, K.C.M.G.
* Director January 28, 1998
- ---------------------------------------------
M. R. Seger
* Director January 28, 1998
- ---------------------------------------------
J.C. Stein
By: /s/ R. M. BUKATY January 28, 1998
------------------------------------------
R. M. Bukaty
Attorney-in-fact
Manually signed Powers of Attorney authorizing L. N. Fisher, R. M. Bukaty
and R. R. Dryden and each of them, to sign the annual report on Form 10-K for
the fiscal year ended October 31, 1997 and any amendments thereto as
attorneys-in-fact for certain directors of the registrant are included herein
as Exhibits 24.1.
22
23
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 1997 Annual
Report to shareholders:
Consolidated Balance Sheet at October 31, 1997 and 1996
Consolidated Statement of Earnings for the years ended October 31,
1997, 1996 and 1995
Consolidated Statement of Cash Flows for the years ended October 31,
1997, 1996 and 1995
Consolidated Statement of Shareholders' Equity for the years ended
October 31, 1997, 1996 and 1995
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.
23
24
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(a) 1. Financial Statements: The financial statements required to be
filed hereunder are listed on page 23 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 27, 1998) of Fluor
Corporation
4.1 Indenture dated July 1, 1986 between Fluor Corporation and Irving
Trust Company, trustee [filed as Exhibit 4 to Registration No.
33-6960 for the issuance of up to $250 million of debt securities and
incorporated herein by reference]
4.2 Fluor Corporation Dividend Reinvestment Plan (as amended and restated
June 30, 1995) [filed as Exhibit 4.2 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]
4.3 Indenture dated as of February 18, 1997 between Fluor Corporation and
Banker's Trust Company, trustee [filed as Exhibit 4 to Form S-3,
Registration No. 333-18315 for the issuance of up to $350 million of
debt securities and incorporated herein by this reference].
EXECUTIVE COMPENSATION PLANS/PROGRAMS
10.1 Fluor Corporation and Subsidiaries Executive Incentive Compensation
Plan (as amended and restated through September 15, 1988) [filed as
Exhibit 10.2 to Fluor's quarterly report on Form 10-Q for the
quarterly period ended July 31, 1996 and incorporated herein by
reference]
10.2 Fluor Executive Deferred Compensation Program (as amended and
restated effective May 1, 1995) [filed as Exhibit 10.2 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,1995
and incorporated herein by this reference]
10.3 Fluor Corporation Deferred Directors' Fees Program (as amended
through November 15, 1983) [filed as Exhibit 10.4 to Fluor's
quarterly report on Form 10-Q for the quarterly period ended April
30,1995 and incorporated herein by reference]
10.4 1977 Fluor Executive Stock Plan (as amended by Amendment No. 4
effective December 9, 1986) [filed as Exhibit 10.6 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31,1986 and
incorporated herein by reference]
10.5 1981 Fluor Executive Stock Plan (as amended by Amendment No. 3
effective December 9, 1986) [filed as Exhibit 10.9 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
25
Exhibit
Number Description
- ------- -----------
10.6 1982 Fluor Executive Stock Option Plan (as amended by Amendment No. 2
effective December 9, 1986) [filed as Exhibit 10.10 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.7 Fluor Executives' Health Plan Summary [filed as Exhibit 10.11 to
Fluor's annual report on Form 10-K for the fiscal year ended October
31, 1985 and incorporated herein by reference]
10.8 Directors' Life Insurance Summary [filed as Exhibit 10(i) to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1980
and incorporated herein by reference]
10.9 Executive Tax Services Plan (as amended and effective as of November
1, 1993) [filed as Exhibit 10.10 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1993 and incorporated
herein by reference]
10.10 Executive Personal Financial Counseling Plan (as amended and
effective as of November 1, 1993) [filed as Exhibit 10.11 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1993
and incorporated herein by reference]
10.11 Company Automobile Policy Summary [filed as Exhibit 10.15 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31, 1989
and incorporated herein by reference]
10.12 Fluor Executives' Supplemental Benefit Plan (as amended by First
Amendment effective November 15, 1983) [filed as Exhibit 10.16 to
Fluor's annual report on Form 10-K for the fiscal year ended October
31, 1983 and incorporated herein by reference]
10.13 1988 Fluor Executive Stock Plan (as amended and restated effective
December 6, 1994) [filed as Exhibit 10.13 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]
10.14 Fluor Corporation Change of Control Compensation Plan (as amended and
restated by Second Amendment effective October 1, 1989) [filed as
Exhibit 10.19 to Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1989 and incorporated herein by reference]
10.15 Fluor Special Executive Incentive Plan (as amended effective December
6, 1994) [filed as Exhibit 10.15 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]
10.16 Retirement Plan for Outside Directors (effective as of May 1, 1992)
[filed as Exhibit 10.18 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by
reference]
10.17 Executive Severance Plan (effective as of April 14, 1997)
10.18 Directors' Achievement Award Program (effective as of December 6,
1994) [filed as Exhibit 10.18 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1995 and incorporated herein by
reference]
10.19 Fluor Corporation Stock Plan for Non-Employee Directors (adopted
effective March 14, 1995) [filed as Exhibit 10.21 to Fluor's
quarterly report on Form 10-Q for the quarterly period ended April
30, 1995 and incorporated herein by reference]
10.20 1996 Fluor Executive Stock Plan (effective March 12, 1996 as amended
December 10, 1996) (filed as Exhibit 10.20 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1996 and
incorporated herein by this reference)
26
Exhibit
Number Description
- ------- -----------
10.21 Fluor Corporation Restricted Stock Plan for Non-Employee Directors
[filed as Exhibit 10.1 to Fluor's quarterly report as Form 10-Q for
the quarterly period ended April 30, 1997 and incorporated herein by
this reference]
OTHER CONTRACTS
10.22 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]
10.23 Amendment to Master Leases by and between CWOP, Fluor Daniel, Inc.
and Fluor Corporation dated as of November 1, 1989 with respect to
the Irvine facility [filed as Exhibit 10.19 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1991 and
incorporated herein by reference]
13 Certain portions of 1997 Annual Report to shareholders (with the
exception of the information incorporated by reference into Items 1,
5, 6, 7 and 8 of this report, Fluor's 1997 Annual Report to
shareholders 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 Powers of Attorney executed by certain Fluor
directors
27 Financial Data Schedule
99.1 Current Report on Form 8-K filed May 6, 1997
(b) Reports on Form 8-K:
None were filed during the last quarter of the period covered by
this report.