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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2000
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. 1-16129
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FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0927079
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
One Enterprise Drive, Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
(949) 349-2000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of each class which Registered
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Common stock, $.01 par value New York 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 $2,502,652,250 on January 17, 2001 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, $.01 par value, outstanding as of January 17, 2001--
75,701,211 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, 2000.
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 14, 2001, which proxy statement will be filed no later
than 120 days after the close of the registrant's fiscal year ended October
31, 2000.
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From time to time, Fluor(R) Corporation ("Fluor" or the "Company") makes
certain comments and disclosures in reports and statements, including this
report or statements made by its officers or directors which may be forward-
looking in nature. Examples include statements related to Company growth, the
adequacy of funds to service debt and the Company's opinions about trends and
factors which may impact future operating results. These forward-looking
statements could also involve, among other things, statements regarding the
Company's intent, belief or expectation with respect to (i) the Company's
results of operations and financial condition, (ii) the consummation of
acquisition, disposition or financing transactions and the effect thereof on
the Company's business, and (iii) the Company's plans and objectives for
future operations and expansion or consolidation.
Any forward-looking statements are subject to the risks and uncertainties
that could cause actual results of operations, financial condition, cost
reductions, acquisitions, dispositions, financing transactions, operations,
expansion, consolidation and other events to differ materially from those
expressed or implied in such forward-looking statements. Any forward-looking
statements are also subject to a number of assumptions regarding, among other
things, future economic, competitive and market conditions generally. These
assumptions would be based on facts and conditions as they exist at the time
such statements are made as well as predictions as to future facts and
conditions, the accurate prediction of which may be difficult and involve the
assessment of events beyond the Company's control. As a result, the reader is
cautioned not to rely on these forward-looking statements.
The Company wishes to caution readers that forward-looking statements,
including disclosures which use words such as the Company "believes,"
"anticipates," "expects," "estimates" and similar statements, are subject to
certain risks and uncertainties which could cause actual results of operations
to differ materially from expectations. Any forward-looking statements should
be considered in context with the various disclosures made by the Company
about its businesses, including without limitation the risk factors more
specifically described below in Item 1. Business, under the heading "Company
Risks Factors."
PART I
Item 1. Business
Fluor Corporation was incorporated in Delaware on September 11, 2000. Its
executive offices are located at One Enterprise Drive, Aliso Viejo, California
92656, telephone number (949) 349-2000. The Company is basically a holding
company which owns the stock of numerous subsidiary corporations. Except as
the context otherwise requires, the terms "Fluor" or the "Company" as used
herein shall include Fluor Corporation, its subsidiaries and divisions
thereof.
The Distribution
On November 30, 2000 (the "Distribution Date"), Fluor Corporation ("Old
Fluor") announced that it had completed a reverse spin-off transaction wherein
the Coal segment, previously operated under the A. T. Massey Coal Company,
Inc. subsidiary, was separated from the other business segments of Old Fluor.
As a result, two publicly-traded companies were created: Massey Energy Company
and a "new" Fluor Corporation referred to as the Company herein.
The separation of the two companies was accomplished through a tax-free
dividend (the "Distribution") by Old Fluor of the Company, which is a new
entity comprised of all of Old Fluor's business segments, other than those
involving the Coal segment, including the Fluor Daniel, Fluor Global Services
and Fluor Signature Services business segments (the "New Fluor Businesses").
Old Fluor, the continuing entity consisting of the Coal segment of Old Fluor,
changed its name to Massey Energy Company ("Massey"). The tax-free dividend
was declared on the Distribution Date to shareholders of record at the close
of business on November 30, 2000. Due to the relative significance of the New
Fluor Businesses, the New Fluor Businesses have been treated as the
"accounting successor" for financial reporting purposes and the Coal segment
has been classified as discontinued operations despite the legal form of the
separation resulting from the Distribution. Wherever
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references to officers and directors of the Company are made herein, these
references are deemed to mean references to Old Fluor for disclosures made for
and relevant to periods prior to the Distribution, and the Company as "new"
Fluor Corporation following the Distribution.
For purposes of effecting the Distribution and of governing certain
relationships between the Company and Massey after the Distribution, the two
companies have entered into various agreements, including a Distribution
Agreement (the "Distribution Agreement") and a Tax Sharing Agreement (the "Tax
Sharing Agreement"). The following descriptions summarize the material terms
of such agreements, but are qualified by reference to the texts of such
agreements, which are incorporated herein by this reference.
The Distribution Agreement
The Distribution Agreement entered into between Massey and the Company
provides for the transactions required to effect the Distribution, including
defining the assets and liabilities which were allocated to and assumed by the
Company and those that will remain with Massey.
In general, pursuant to the Distribution Agreement, all assets of Old Fluor
prior to the Distribution Date, other than those relating to the Coal segment,
became assets of the Company. The Distribution Agreement also provides for
assumptions of liabilities and cross-indemnities designed to allocate
financial responsibility for all liabilities arising out of or in connection
with New Fluor Businesses to the Company and all liabilities arising out of or
in connection with the Coal segment to Massey. The Company further assumed
responsibility for certain liabilities and expenses incurred by the parties in
connection with the Distribution and will indemnify Massey for liabilities
relating to past divestitures made by Old Fluor and for liabilities relating
to certain litigation in which Old Fluor is involved.
In addition, in the event that the transfers contemplated by the
Distribution Agreement are not effected on or prior to the Distribution Date,
the parties agreed to reasonably cooperate with one another to effect such
transfers in the future. Each party also agrees, subject to certain
conditions, to provide access to certain records and information to one
another.
Finally, the Distribution Agreement provides for the basis for separating
the assets of pension benefit plans of Massey and the Company that were held
in a single master trust, and transfers sponsorship of those welfare and
pension benefit plans which cover employees of the New Fluor Businesses to the
Company.
The Tax Sharing Agreement
The Tax Sharing Agreement sets forth the rights and obligations of the
Company and Massey with respect to tax matters for periods before and after
the Distribution Date. Commencing with the federal income tax return for the
year ending October 31, 2001, Old Fluor's subsidiary, A. T. Massey Coal
Company, Inc. and its subsidiaries will join Old Fluor in a single
consolidated federal income tax return.
The Tax Sharing Agreement provides that if the Company and A. T. Massey
Coal Company, Inc, and their subsidiaries are included in the same
consolidated federal income tax return for the year ending October 31, 2001,
Massey will be responsible for the tax that would have been incurred had the
Company and its subsidiaries not been so included, and the Company will be
responsible for the balance of the tax.
The Tax Sharing Agreement further details the Company and Massey's
responsibilities relating to the tax payments and refunds, the filing of
returns and the conduct of audits. The Tax Sharing Agreement also provides for
cooperation with respect to certain tax matters and for the exchange of
information and retention of records which may affect the tax liability of the
other party.
With regard to any federal income tax liability which might arise if the
distribution of the Company's stock is found to be a taxable transaction, the
Tax Sharing Agreement allocates liability between the parties. Generally,
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the Company will bear 60% of any such corporate tax liability and Massey will
bear 40% of any such corporate tax liability except where the liability is
attributable to one party's breach of a covenant or a change of ownership, as
described in Section 355(e) of the Internal Revenue Code with respect to one
party's stock.
Business Segments
The Company is aligned into three principal operating segments which the
Company refers to as Strategic Business Enterprises (each, an "SBE"), each
with clear performance accountability: the Fluor Daniel SM segment which
provides design, engineering, procurement and construction services on a
worldwide basis to an extensive range of industrial, commercial, utility,
natural resources and energy clients; the Fluor Global Services SM segment
which provides outsourcing and asset management solutions to its customers;
and the Fluor Signature Services SM segment which provides integrated business
administration and support services to the Company and external parties. In
addition and as noted above, a fourth segment, the Coal segment which
produces, processes and sells high-quality, low-sulfur steam coal for the
utility industry as well as industrial customers, and metallurgical coal for
the steel industry, is being reported as a discontinued operation as a result
of the Distribution. The Company also operates through Fluor Constructors
International, Inc. ("Fluor Constructors") which is organized and operates
separately from Fluor Daniel. Fluor Constructors provides unionized
management, construction and management services in the United States and
Canada, both independently and as a subcontractor to Fluor Daniel, and global
support to all Fluor Daniel business units.
A summary of the Company's operations and activities by business segment
and geographical area is set forth below.
FLUOR DANIEL
The Fluor Daniel SBE ("Fluor Daniel") provides a full range of design,
engineering, procurement, construction and other services to clients in a
broad range of industrial and geographic markets on a worldwide basis. Fluor
Daniel's operations are organized into four business units responsible for
identifying and capitalizing on opportunities in their market segments on a
global basis. The operations of Fluor Daniel are detailed below by business
unit:
Energy and Chemicals: Fluor Daniel's Energy and Chemicals business unit is
an integrated service supplier providing a full range of design, engineering,
procurement, construction and project management services in a broad spectrum
of energy and chemical industries. Specific industries served include upstream
oil and gas production, refining, petrochemical, power generation and
specialty and fine chemicals. Typical oil and gas projects include new
facilities, upgrades, revamps and expansions for refineries, pipeline
installations, offshore facilities and oil sands development projects. Current
projects include development of an offshore oil field in the Timor Sea,
various pipeline projects in the Caspian Sea region, a major oil sands project
in Alberta, Canada and a heavy oil upgrader in Venezuela. In power generation,
this business unit designs, engineers and constructs power generation
facilities predominantly in the fossil fuel power industry through Duke/Fluor
Daniel, a partnership with Duke Energy Corp. The Energy and Chemicals unit
also has responsibility for execution of the Company's work in Mexico and
Central America through ICA Fluor Daniel, a partnership between Fluor Daniel
and Grupo ICA. With regard to Chemicals, a representative sample of projects
include film processing plants throughout China and a major petrochemical
complex in the western province of Saudi Arabia.
Mining: The Mining business unit operates internationally in a wide range
of mineral markets providing services ranging from feasibility studies,
project management, materials management and logistics, technical and
engineering services, equipment selection, permitting, construction,
operations and maintenance and remediation. Projects being performed include
the engineering, procurement and construction of bitumen extraction facilities
related to the oil sands project in Alberta, Canada, a magnesium production
facility in Australia, a copper extraction facility in Arizona, a gold
production facility in South Africa and a diamond extraction plant in South
Africa.
3
Manufacturing and Life Sciences: The Manufacturing and Life Sciences
business unit provides comprehensive engineering, architectural, construction,
design and program management services to the general manufacturing,
electronics, food, beverage and consumer products industries along with
specialized construction management expertise for the pharmaceutical and
biotechnology industries. Current projects in the manufacturing area include
wafer fabrication and processing facilities in Malaysia, a major electronics
facility in the Philippines and a research and development and headquarters
facility for a major pharmaceutical company in the northeastern United States.
In the life sciences area, this unit continues to focus on clients who
concentrate their manufacturing capabilities in certain tax-advantaged
locations including Puerto Rico, Ireland and Singapore, where Fluor Daniel has
an existing and expanding presence.
Infrastructure: The Infrastructure business unit provides design,
engineering, procurement, construction and construction management and
financial services for the transportation industry. In highway construction,
this business unit has completed numerous projects including the E470 Toll
Road in Colorado. The anticipated growth of public-private ventures should
serve as a platform to increase its role in this area. This business unit was
recently selected by a southeastern state's Department of Transportation to
provide construction and management support for the statewide highway
development program. Other localities are emulating this innovative approach
in concert with United States government funding of over $200-plus billion
from the TEA-21 transportation bill resulting in numerous new transportation
opportunities domestically. In the area of railroad construction, the
Infrastructure unit is expanding into the public/private venture arena where
many projects are now under development in Europe. This is exemplified by this
unit's recent joint venture with a major contractor in the United Kingdom
which will supply program management services to Britain's Railtrack for a
multi-billion pound sterling improvement project. Finally, the need for
improvement and expansion of major airports is apparent due to global
increases in air traffic. In this area, the Infrastructure business unit has
managed numerous projects including its present involvement in a major
expansion project at an international airport in New York and a recently
completed international airport in South Korea.
Competition
Fluor Daniel is one of the world's larger providers of engineering,
procurement and construction services. 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,
including the Bechtel Group, the Washington Group and Jacobs Engineering
Group. 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 Company's engineering, procurement and construction
business derives its competitive strength from its diversity, reputation for
quality, technology, cost-effectiveness, worldwide procurement capability,
project management expertise, geographic coverage, ability to meet client
requirements by performing construction on either a union or an open shop
basis, ability to execute projects of varying sizes, strong safety record and
lengthy experience with a wide range of services and technologies.
FLUOR GLOBAL SERVICES
The Fluor Global Services SBE ("Fluor Global Services") brings together a
variety of customized service capabilities that significantly broaden the
Company's participation in the total spending across the entire life cycle of
clients' asset base. In today's competitive markets, clients are focusing on
their core competencies, such as research and product development, and seeking
new and better ways to maximize the financial benefit from their non-core
assets. Working in concert with its clients, the strategic focus of Fluor
Global Services is to assist its clients in achieving a sustainable advantage
and profit growth by providing customized and integrated services that better
optimize the total life-cycle of their assets relative to their competitors.
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Fluor Global Services' operations are organized into the following seven
strategic business units:
American Equipment Company: American Equipment Company ("AMECO(R)") is a
leading full-service equipment supplier. The unit provides integrated
construction equipment, tool and fleet outsourcing solutions on a global basis
for construction projects and plant sites. AMECO has more than 50 years of
experience in the construction equipment business with one of the broadest
service offerings in the industry. With locations throughout North and South
America, AMECO supports some of the largest construction projects and plant
locations in the world.
Operations and Maintenance: Operations and Maintenance provides facility
management, maintenance, operations and asset management services to the oil
and gas, chemicals and life sciences, fossil and nuclear power, and
manufacturing industries. The unit is a leading supplier of integrated
facility management services, including on-site maintenance and operation
support services. Operations and Maintenance combines advanced management
techniques with its value-added solutions to lower operating costs and enhance
returns on its clients' plant and facilities investments. The unit is
presently providing value-added services to nearly 200 facilities and project
sites worldwide.
Fluor Federal Services: Fluor Federal Services SM is a leading provider of
project management services to the United States government, particularly to
the Department of Energy and the Department of Defense. Fluor Federal Services
presently is providing environmental restoration, engineering, construction,
site operations and maintenance services at two major Department of Energy
project sites. These sites are the Fernald Environmental Management Project,
located near Cincinnati, Ohio, and the Hanford Environmental Management
Project, located in Richland, Washington. Despite the complexity of these
projects, both sites have achieved exemplary safety and project performance
records.
Telecommunications: The Telecommunications business unit is a leading
provider of systems integration and project management services for the global
telecommunications market. Growth of domestic fiber optic and wireless
networks and the liberalization of overseas markets are escalating the demand
for the services provided by this unit. The Telecommunications unit has
organized its market focus along four distinct business lines: Wireline
Networks; Wireless Networks; Enterprise Networks; and Installation and
Maintenance. These business lines complement recognized industry segments
which collectively represent the full scope of the telecommunications market.
Building on its successful account management approach, the Telecommunications
unit is focused on expanding its base of well-capitalized target clients with
long-term programs in each of its four business lines.
Asset Management Services: Asset Management Services addresses a growing
and predominantly unmet need of companies to outsource non-core, non-
differentiating activities, and to redeploy capital into higher return
investments which directly support the companies' strategic objectives. Asset
Management Services integrates existing Company capabilities with those of the
unit's strategic partners to provide clients with full-service asset
management solutions. These solutions can include innovative off-balance sheet
asset structuring as well as state-of-the-art engineering and technology
services to maximize the performance and productivity of non-core assets.
Property Services: Property Services is positioned to capitalize on rapid
growth in the global outsourcing and telecommunications markets. The unit is
comprised of three complementary lines of business. Global Location Strategies
provides professional expertise to negotiate maximum economic incentives for
site location clients. Site Acquisition, which is presently focused on the
telecommunications market, provides a complete range of services required to
acquire sites and space for equipment and systems. Commercial Services
provides outsourcing for a comprehensive set of services for commercial
buildings. These services include provisions for building maintenance,
reception and security, reproduction, distribution, mail services and
telecommunications support.
TRS Staffing Solutions: TRS Staffing Solutions is a global enterprise of
staffing specialists that provides clients with assistance in temporary,
contract and direct hire positions. The temporary staffing unit specializes in
information technology, accounting and financing, and engineering personnel.
It provides clients flexibility and
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economies in meeting fluctuations in staffing requirements. The contract and
direct hire line of business is focused on assisting clients to more
effectively recruit and retain professional staff. To expand TRS Staffing
Solution's value proposition to clients, commencing in fiscal 2001, the unit
will be combined with Fluor Signature Services.
Competition
The markets served by each Fluor Global Services business unit, while
containing some similarities, tend also to have discrete issues particularly
impacting that unit. Each business unit has a large number of companies
competing in its markets. With respect to AMECO, which operates in numerous
markets, the equipment rental industry is highly fragmented and very
competitive, with most competitors operating in specific geographic areas. The
competition for larger capital project services is more narrow and limited to
only those capable of providing comprehensive equipment, tool and management
services. Key competitive factors in both Fluor Federal Services and
Telecommunications are 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. With respect to TRS Staffing Solutions, this is a highly
fragmented industry with over 1,000 companies competing nationally. The key
competitive factors in this business line are price, service, quality, breadth
of service, the ability to retain qualified personnel and geographical
coverage. In Operations & Maintenance, Asset Management Services and Property
Services, the barrier to entry to in these areas are both financially and
logistically low with the result that the industry is highly fragmented with
no single company being dominant. Competition is generally driven by
reputation, price and capacity to perform.
FLUOR SIGNATURE SERVICES
Fluor Signature Services SBE ("Fluor Signature Services") provides
integrated business services and business infrastructure support in the areas
of human resources, finance, accounting, safety, information technology,
knowledge management and office support services. Fluor Signature Services
brings a new approach to doing business. By streamlining operations through
web-enabled enterprise technology and assuming responsibility for the delivery
of business administration and support services, Fluor Signature Services
allows the Company's operating units to focus on their core businesses. The
individual operating units define and choose to purchase price competitive
services from Fluor Signature Services. Consolidation of these services into
one organization has resulted in reduced costs and improved quality and
customer service standards.
Competition
With respect to Fluor Signatures Services' support services that are
provided to internal business units, there is no competition which impacts its
operations except to the extent that third party vendors can provide these
support services on a more efficient basis. With respect to the support
services provided externally, this is a highly fragmented industry with
thousands of companies competing nationally. The key competitive factors in
this segment are price, service, quality, breadth of service and geographical
coverage.
DISCONTINUED COAL SEGMENT
During fiscal 2000, the Coal segment, which operated through A. T. Massey
Coal Company, Inc. and its subsidiaries, was headquartered in Richmond,
Virginia. As a result of the Distribution, on November 30, 2000, the Coal
segment ceased to be part of the Company's continuing operations and reported
results, and is now reported as a discontinued operation. The Coal segment is
now operated by Massey, is a publicly-traded company listed on the New York
Stock Exchange and files reports with the Securities and Exchange Commission.
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OTHER MATTERS
Backlog
The following table sets forth the consolidated backlog of Fluor Daniel and
Fluor Global Services segments at October 31, 2000 and 1999.
2000 1999
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(In Millions of Dollars)
Fluor Daniel....................................... $ 6,730 $ 6,770
Fluor Global Services.............................. 3,282 2,372
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$ 10,012 $ 9,142
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The following table sets forth the consolidated backlog of Fluor Daniel and
Fluor Global Services segments at October 31, 2000 and 1999 by region:
2000 1999
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(In Millions of Dollars)
United States...................................... $ 5,680 $ 5,008
Asia Pacific (Including Australia)................. 682 998
Europe, Africa And Middle East..................... 862 1,074
The Americas....................................... 2,788 2,062
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$ 10,012 $ 9,142
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Estimated portion not to be performed during 2001: 28%
For purposes of the preceding tables, Fluor Global Services backlog figures
are not provided for AMECO or TRS Staffing Solutions, or for the Fluor
Signature Services segment since there is no way to meaningfully measure
backlog for these business units due to the nature of the services they
provide.
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,
2000 backlog estimated to be performed subsequent to 2001.
For additional information with respect to the Company's backlog, please
see Management's Discussion and Analysis contained in Fluor's 2000 Annual
Report to shareholders, which information is incorporated herein by this
reference (and except for this section and other sections specifically
incorporated herein by this reference in Items 1 through 8 of this report,
Fluor's 2000 Annual Report to shareholders is not deemed to be filed as part
of this report).
Government Contracts
Fluor Global Services, predominantly through the Fluor Federal Services
business unit, is a prime contractor or a major subcontractor for a number of
United States government programs. Generally, the programs in question may
take many years to complete and may be implemented by the award of many
different contracts. Despite the fact that these programs are generally
awarded on a multi-year basis, the funding for the programs is generally
approved on an annual basis by Congress. The government is under no obligation
to maintain funding at any specific level, or funds for a program may even be
eliminated thereby significantly curtailing or stopping a program. The
government also has the right to terminate its contracts at any time for
convenience. However, the government is required to equitably adjust a
contract for additions or reduction in scope and, in the event of termination,
a contractor may also receive some allowance for profit on work performed.
7
Contracts and business with the government are also subject to a number of
socio-economic and other requirements as well as certain procurement
regulations. If a contractor fails to comply with the requirements and
regulations, it could lead to suspension or even debarment from government
contracting. Finally, government contracting and the continued funding of
programs is also subject to a variety of factors beyond the Company's control
such as political developments both domestically and internationally, budget
considerations and changes in procurement policies.
Raw Materials
Raw Materials and the components necessary for the conduct of the Company's
businesses are generally available from numerous sources. The Company does not
foresee any unavailability of raw materials and components which would have a
material adverse effect on its businesses in the near term.
Research and Development
While the Company engages in research and development efforts both on
current projects and in the development of new products and services, the
Company believes that during the past three fiscal years, it has not incurred
costs for Company-sponsored research and development activities which would be
material, special or unusual in any of the Company's business segments, other
than research and development activities associated with the Company's
Knowledge@Work initiative. The Knowledge@Work initiative is focused on
revamping the Company's work processes and management services. Its primary
goals include improved access to and use of Company knowledge coupled with an
improved ability to obtain up-to-date and timely information across all
aspects of the Company's business operations. The Company plans to complete
implementation of the Knowledge@Work initiative in calendar 2001.
Environmental, Safety and Health Matters
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 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 continuing business
segments as of October 31, 2000:
Salaried Craft/hourly Total
-------- ------------ ------
Fluor Daniel.................................... 12,347 16,680 29,027
Fluor Global Services........................... 7,563 8,228 15,791
Fluor Signature Services........................ 1,558 0 1,558
Corporate....................................... 737 0 737
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TOTAL........................................... 22,205 24,908 47,113
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Operations by Business Segment and Geographical Area
The financial information for business segments and geographic areas is
included in the Operations by Business Segment and Geographical Area section
of the Notes to Consolidated Financial Statements in Fluor's 2000 Annual
Report to shareholders, which section is incorporated herein by reference.
8
Company Risk Factors
Some of the Company's Contracts Create Significant Cost Overrun Risks. The
Company conducts its business under various types of contractual arrangements.
In terms of dollar amount, the majority of contracts are of the cost-
reimbursable type where the risk of cost increase belongs to the client.
However, approximately forty percent of the Company's contracts are guaranteed
maximum, lump sum or unit priced contracts, where the Company bears all or a
significant portion of the risk for cost overruns. Contract prices are
established in part on estimates which are subject to a number of assumptions,
such as assumptions regarding future economic conditions, price, availability
of labor, equipment and materials and other exigencies which may affect
project schedule or cost. If these estimates prove inaccurate, or
circumstances change, cost overruns may occur. The Company's results of
operations and financial condition could be materially adversely affected by
cost overruns.
Project Performance Problems Could Result in Additional Costs. In certain
instances, the Company guarantees to a customer that it will complete a
project by a scheduled date or that the facility will achieve certain
performance standards. If the project or facility subsequently fails to meet
the schedule or performance standards, the Company could incur additional
costs. Depending on the nature of the project performance problem, the Company
may not be able to recover the additional costs, which could exceed revenues
realized from a project. Therefore, if the Company experiences a project
performance problem, the Company's results of operations and financial
condition could be materially adversely affected.
The Receipt of Future Contract Awards is Uncertain. Estimates of future
performance depend on, among other matters, the Company's estimates as to
whether and when it will receive certain new contract awards. While these
estimates are based upon good faith judgment, these estimates can be
unreliable and may frequently change based on new facts as they become
available. In the case of large-scale domestic and international projects
where timing is often uncertain, it is particularly difficult to predict
whether and when the Company will receive a contract award. The uncertainty of
contract award timing can present difficulties in matching workforce size with
contract needs. In some cases, the Company maintains and bears the cost of a
ready workforce that is larger than called for under existing contracts in
anticipation of future workforce needs under expected contract awards. If an
expected contract award is delayed or not received, the Company would incur
costs that could have a material adverse effect on the Company's results of
operations and financial condition.
Timing of Receipt of Project Revenues Is Uncertain. A number of factors
outside of the Company's control can affect the time at which the Company
receives revenue from projects. Depending upon external conditions, a client
may either cancel a project, put it on hold or extend the schedule. Also,
future economic conditions, price and availability of labor, equipment and
materials, applicable law, weather delays, civil unrest or labor disruptions
may impact the realization of revenue. If revenue that the Company expects to
receive from a project is either delayed or not received, there could be a
material adverse effect on the Company's results of operations and financial
condition.
The Distribution Could Impact Future Results. As a result of the
Distribution, the Coal segment will no longer be included in the Company's
operations and reported results. A significant portion of Old Fluor's revenues
and profits were derived from the Coal segment from which the Company will no
longer benefit. In addition, under the Distribution Agreement and the Tax
Sharing Agreement, the Company has agreed to indemnify Massey for claims and
liabilities relating to the New Fluor Businesses which arose before or after
the Distribution and claims and liabilities relating to Old Fluor (exclusive
of those relating to the Coal segment) which arose prior to the Distribution.
In the event that significant claims and liabilities arise, and if the Company
has the responsibility for such claims and liabilities, there could be a
material adverse effect on the Company's results of operations and financial
condition.
The Distribution Could Impact Shareholder Value. Upon completion of the
Distribution, an adjustment was made to the vested and unvested stock options,
and unvested restricted stock grants previously granted to Company employees
(collectively, the "Grants") as well as stock appreciation rights ("SARs") in
order to preserve the intrinsic value of the Grants and SARs. These
adjustments retained the ratio of the exercise price to the market price
immediately before and after the Distribution and resulted in increasing the
number of Grants
9
and SARs. At fiscal year end, there were approximately 6,807,710 Grants
outstanding, including those granted to employees, officers and others who
remained affiliated with Massey after the Distribution. Effective December 1,
2000, the day after the Distribution Date, after taking into account the
adjustments described in this paragraph and exclusive of Massey employees,
officers and others solely affiliated with Massey, there were approximately
10,596,349 Grants outstanding to employees, directors and officers of, and
others affiliated with Fluor. Similarly, at fiscal year end, there were
approximately 1,565,201 SARs outstanding, including those granted to employees
of and others affiliated with Massey. Effective December 1, 2000, the day
after the Distribution Date, after taking into account the adjustments
described in this paragraph and exclusive of Massey employees, officers and
others affiliated solely with Massey, there were approximately 2,169,951 SARs
outstanding to employees, directors and officers of, and others affiliated
with Fluor. The increase in the number of SARs outstanding may impact the
earnings of the Company and the increase in the number of Grants outstanding
may potentially result in a dilution in the ownership interests of current
shareholders.
The Distribution Could Result in Significant Tax Risks to the
Company. Prior to the Distribution, Old Fluor received a ruling (the "Ruling")
from the Internal Revenue Service (the "IRS") that the Distribution qualified
as a tax-free spin-off under Section 355 of the Internal Revenue Code of 1986,
as amended (the "Code"). The Ruling was granted based upon certain
representations made by Old Fluor. While the Company is not aware of any facts
or circumstances that would cause those representations to be incorrect or
incomplete, if those representations were incomplete or incorrect in a
material respect, it is possible that the Ruling would no longer be valid. In
such event, the potential corporate tax resulting therefrom could be
substantial and could have a material adverse effect on the financial position
of the Company. In addition, under the Ruling, neither the Company nor Massey
may, for up to two years following the Distribution Date, engage in certain
business combinations that would constitute a change of more than 50% of the
equity interest in either company. If either Massey or the Company fails to
conform to the requirements of the Ruling and, if pursuant to the Tax Sharing
Agreement, the Company is responsible for the liability related thereto, a
substantial tax liability to the Company would result, which could have a
material adverse impact on the Company's results of operations and financial
condition.
Government Contracts Expose the Company to Uncertainties. A number of the
Company's contracts are government contracts, including those described above
for the Fernald Environmental Management Project and the Hanford Environmental
Management Project. Typically, government contracts are subject to various
restrictions and uncertainties such as oversight audits by government
representatives and profit and cost controls. In some cases, government
contracts are exposed to the uncertainties associated with Congressional
funding. In addition, government contracts are subject to specific procurement
regulations and a variety of other socio-economic requirements. The Company
must comply with these government regulations and requirements, as well as,
various statutes related to employment practices, environmental protection,
recordkeeping and accounting. The Company's failure to comply with any of
these regulations, requirements and statutes could lead to suspension from
government contracting or subcontracting for a period of time. If one of the
Company's government contracts is terminated for any reason, or if the Company
is suspended from government contract work, there could be a material adverse
effect on the Company's results of operations and financial condition.
The Amount of Backlog is Not Indicative of Future Earnings. The dollar
amount of the Company's backlog, as stated at any given time, is not
necessarily indicative of future earnings. Project cancellations or scope
adjustments may occur with respect to contracts reflected in the Company's
backlog. In the event that the Company experiences significant cancellations
or scope adjustments in backlog contracts, there could be a material adverse
effect on the Company's results of operations and financial condition.
Future Environmental, Safety and Health Requirements Could Affect Financial
Condition. It is impossible to reliably predict the full nature and impact of
future judicial, legislative or regulatory developments relating to the
environmental protection, safety and health requirements applicable to the
Company's operations. The requirements to be met, as well as the technology
and length of time available to meet those requirements,
10
continue to develop and change. To the extent that the costs associated with
meeting those requirements are substantial, there could be a material adverse
effect on the Company's results of operations and financial condition.
Global Economic and Political Conditions Create Uncertainties. The
Company's businesses are subject to fluctuations in demand and to changing
economic and political conditions, not only domestically, but internationally,
which are beyond the Company's control. In particular, the Company's
engineering and construction and coal businesses are global and are affected
by market conditions outside of the United States. These businesses are often
subject to, among other matters, foreign government policies and regulations,
embargoes, United States government policies and international hostilities.
Although the Company tries to reduce exposure to uncertain international
market conditions, the Company is unable to completely predict or control the
amount and mix of business and sales. To the extent that international
businesses are affected by unexpected international market conditions, there
could be a material adverse effect on the Company's results of operations and
financial condition.
Foreign Currency Fluctuations Could Adversely Affect Company's Operating
Results. Because the Company's functional currency is the U.S. dollar, non-
U.S. operations sometimes face the additional risk of fluctuating currency
values and exchange rates, hard currency shortages and controls on currency
exchange. The Company attempts to limit its exposure to foreign currency
fluctuations in contracts by requiring client payments in U.S. dollars or
other currencies that correspond to the currency in which project costs are
incurred. Changes in the value of foreign currencies could have a material
adverse effect on the Company's results of operations and financial condition.
Intense Competition Poses Challenges to Profitability. The Company serves
markets that are highly competitive and in which a large number of
multinational companies compete such as the Bechtel Group, the Washington
Group and Jacobs Engineering Group. In particular, the engineering and
construction markets are highly competitive and require substantial resources
and capital investment in equipment, technology and skilled personnel.
Competition also impacts the Company's contract prices and profit margins.
Intense competition is expected to continue in these markets, presenting the
Company with significant challenges in its ability to maintain strong growth
rates and acceptable profit margins. In the event that the Company is unable
to meet these competitive challenges, there could be a material adverse effect
on the Company's results of operations and financial condition.
Competition and Other Factors in AMECO's Equipment Business Could Impact
the Company's Operating Results: AMECO, one of the subsidiaries in the Fluor
Global Services strategic business enterprise, derives its revenues from
equipment rental and sales. This industry is highly fragmented, competitive
and is rapidly consolidating. Many of AMECO's competitors are more
geographically diverse and have greater name recognition than AMECO. There can
be no assurance that AMECO will not encounter increased competition from
existing competitors or new market entrants that will be significantly larger
or have greater marketing and other resources than AMECO. In addition, to the
extent existing or future competitors seek to gain or retain market share by
reducing prices, AMECO may be required to lower its prices and rates, thereby
adversely affecting operating results. The Company has also announced its
intention to transact the dealership activities of AMECO. In the event such a
transaction occurred, and if the sales price was less than the book value for
the dealerships, the Company might be required to report a loss resulting from
the transaction. The Company's results of operations and financial condition
could be materially adversely affected by such events.
11
Item 2. Properties
Major Facilities
Operations of Fluor and its subsidiaries are conducted in both owned and
leased properties totaling approximately 7.0 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:
Location Interest Purpose
-------- -------- -------
United States and Canada:
Aliso Viejo, California Leased Fluor Corporate
Headquarters and Fluor
Daniel and Fluor Global
Services Operations
Calgary, Canada Leased Fluor Daniel Canada
Operations
Charlotte, North Carolina Leased Duke/Fluor Daniel
Operations
Cincinnati, Ohio Leased Fluor Daniel Operations
Greenville, South Carolina Owned and Leased Fluor Daniel, Fluor
Global Services and
AMECO Operations
Houston (Sugar Land office), Texas Owned Fluor Daniel and Fluor
Global Services
Operations
Irvine, California Leased Fluor Signature Services
Operations
Pasadena, Texas Owned AMECO Offices and Yard
Richland, Washington Leased Fluor Federal Services
Operations
Rumford, Rhode Island Leased Fluor Daniel Operations
San Juan, Puerto Rico Leased Fluor Daniel Operations
Tucson, Arizona Leased Fluor Daniel Operations
Vancouver, Canada Leased Fluor Daniel Wright
Operations
The Americas:
Caracas, Venezuela Leased Fluor Daniel Operations
Mexico City, Mexico Leased ICA Fluor Daniel
Operations
Monterey, Mexico Owned AMECO Offices and Yard
Santiago, Chile Owned and Leased Fluor Daniel Chile and
AMECO Operations
Europe, Africa and Middle East:
Al Khobar, Saudi Arabia (Dhahran area) Owned Fluor Daniel Arabia
Operations
Asturias, Spain Owned Fluor Daniel Espana
Operations
Camberley, England Leased Fluor Daniel Limited
Operations
Haarlem, Netherlands Owned and Leased Fluor Daniel Operations
Sandton, South Africa Leased Fluor Daniel Southern
Africa Operations
Asia and Asia Pacific:
Jakarta, Indonesia Leased Fluor Daniel Eastern,
Inc. Operations
Manila, Philippines Owned and Leased Fluor Daniel Inc.
Philippines Operations
Melbourne, Australia Leased Fluor Daniel Pty Ltd.
Operations
New Dehli, India Leased Fluor Daniel India
Private Ltd. Operations
Item 3. Legal Proceedings
Disputes have arisen between a subsidiary of Fluor Daniel and its client,
Anaconda Nickel, over the Murrin Murrin Nickel Cobalt project located in
Western Australia. Both parties have initiated the dispute resolution process
under the contract. Anaconda's primary contention is that the process design,
through which pressurized and super heated metal slurry flows through a series
of depressurization flash vessels, is defective and incapable of proper
operation. Anaconda also contends that the plant suffers from numerous other
defects and that it has suffered consequential losses, such as loss of profit,
for which it seeks payment from the Company. Anaconda contends that Old Fluor
is liable to Anaconda in the total amount of A$1billion, A$600 million of
which is
12
alleged consequential damages. Under the Distribution Agreement, if Old Fluor
is found liable, the Company would be responsible for any liability resulting
therefrom.
The Company vigorously disputes and denies Anaconda's allegations. Among
other things, the Company contends that Anaconda has and continues to
improperly operate the facility causing the flash vessels to fail. When
Anaconda complied with the written operating procedures, the flash vessels
operated properly and continuously. Moreover, the Company contends that
Anaconda has failed to supply the contractually guaranteed feedstock, adversely
affecting the performance of the facility. With respect to the alleged loss of
insurance coverage, the Company contends that it made no representations
whatsoever regarding the flash tank process design, and that, in any event,
Anaconda has not, in fact, lost any insurance coverage, inasmuch as coverage is
being determined by arbitration currently underway in London between Anaconda
and Lloyds of London. The Company rejects Anaconda's claim of loss of profit,
inasmuch as the Company has complied with the applicable standards of care in
the industry and irrespective of this, the contract between the Company and
Anaconda contains a waiver of consequential damages, such as loss of profit.
Old Fluor has provided notice to all applicable insurance carriers of the
disputes between the parties. If and to the extent that these problems are
ultimately determined to be the responsibility of the Company, the Company
anticipates recovering a substantial portion of this amount from available
insurance previously maintained by Old Fluor. For additional discussion, see
Contingencies and Commitments in the Notes to Consolidated Financial Statements
in Fluor's 2000 Annual Report to shareholders, which section is incorporated
herein by this reference.
In addition, Fluor and its subsidiaries, incident to their normal business
activities, are parties to a number of other legal proceedings and other
matters in various stages of development. While the Company cannot predict the
outcome of these proceedings, in the opinion of the Company and based on
reports of counsel, any liability arising from 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 after giving effect to
provisions already recorded.
Item 4. Submission of Matters to a Vote of Security Holders
The Company did not submit any matters to a vote of security holders during
the fourth quarter of 2000.
Executive Officers of the Registrant(1)
Philip J. Carroll, Jr., age 63
Director since July 1998; Chairman of the Board and Chief Executive Officer
since July 1998; formerly President and Chief Executive Officer of Shell Oil
Company from 1993.
Alan L. Boeckmann, age 52
President and Chief Executive Officer, Fluor Daniel, since March 1999;
formerly Group President, Energy and Chemicals from 1996; formerly President,
Chemicals, Plastics and Fibers from 1994; joined the Company in 1979 with
previous service from 1974 to 1977.
Lawrence N. Fisher, age 56
Senior Vice President, Law and Secretary, since 1996; formerly Vice
President, Corporate Law and Assistant Secretary from 1984; joined the Company
in 1974.
Lisa Glatch, age 38
Senior Vice President, Human Resources & Administration, since November
2000; formerly Los Angeles Operations Manager, Jacobs Engineering Group since
April 2000; formerly Vice President and Corporate Account Manager, Fluor
Corporation since August 1999; formerly Vice President and Top Aide to Fluor
Daniel
13
Chief Executive since January 1999; formerly Vice President of Global
Automation since 1997; formerly Project Director/Manager since 1993; joined
the Company in 1986.
Ralph F. Hake, age 51
Executive Vice President and Chief Financial Officer, since June 1999;
formerly Senior Executive Vice President and Chief Financial Officer of
Whirlpool Corporation from 1997; formerly Senior Executive Vice President of
Global Operations of Whirlpool Corporation from 1996; formerly Executive Vice
President, North American Appliance Group of Whirlpool Corporation from 1992;
joined the Company in 1999.
Stephen M. Johnson, age 49
Senior Vice President, Global Development, Marketing and Strategy since
March 2000; formerly, Vice President Global Development from November 1999;
formerly, Vice President, Sales of Fluor Daniel from 1995; joined the Company
in 1973.
James O. Rollans, age 58
Director since 1997; President and Chief Executive Officer of Fluor
Signature Services since March 1999; formerly Chief Financial Officer from
1998; formerly Chief Administrative Officer from 1994; formerly Senior Vice
President from 1992; joined the Company in 1982.
James C. Stein, age 57
Director since 1997; President and Chief Executive Officer of Fluor Global
Services since March 1999; formerly President and Chief Operating Officer,
Fluor Daniel, Inc.(2) from 1997; formerly Group President, Diversified
Services, of Fluor Daniel, Inc.(2) from 1994; joined the Company in 1964.
- --------
(1) Except where otherwise indicated, all references are to positions held
with Fluor Corporation.
(2) Fluor Daniel, Inc. by virtue of name change filed in October 1999 is now
known as Fluor Enterprises, Inc.
14
PART II
Information for Items 5, 6, 7 and 7A is contained in Fluor's 2000 Annual
Report to shareholders, which information is incorporated herein by reference:
Annual Report to Shareholders
Item No. Title 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, 2000 and 1999 and for each of the three years in
the period ended October 31, 2000 and Fluor's unaudited quarterly financial
data for the two year period ended October 31, 2000, 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 2000
Annual Report to shareholders, which are incorporated herein by reference. The
report of independent auditors on Fluor's consolidated financial statements is
in the Management's and Independent Auditors' Reports section of Fluor's 2000
Annual Report to shareholders and is also incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no changes in, or disagreements with, accountants on
accounting and financial disclosure.
15
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, 2000.
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 10.3 through
10.18 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, 2000, based on
plans and programs then in effect, 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
Individual or Group Stock Plans (1) Benefit Plan (2)
------------------- --------------- ----------------
Philip J. Carroll, Jr. .................. $ 880,983 $1,739,750
Alan L. Boeckmann........................ 2,336,411 347,237
Ralph F. Hake............................ 247,180 227,491
James C. Stein........................... 509,088 691,971
James O. Rollans......................... 591,765 691,791
All Executive Officers (8) including the
above................................... $4,837,018 $3,798,374
- --------
(1) Value at October 31, 2000 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. Lump sum benefit based on age except for Mr. Hake and
Mr. Boeckmann, where age 55 was used.
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, 2000.
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, 2000.
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, 2000.
16
PART IV
Item 14. Exhibit, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
1. Financial Statements: The following financial statements are contained in
the Company's 2000 Annual Report to shareholders:
Consolidated Statement of Earnings for the years ended October 31, 2000,
1999 and 1998
Consolidated Balance Sheet at October 31, 2000 and 1999
Consolidated Statement of Cash Flows for the years ended October 31, 2000,
1999 and 1998
Consolidated Statement of Shareholders' Equity for the years ended October
31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
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:
Exhibit Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of the
registrant (1)
3.2 Amended and Restated Bylaws of the registrant (1)
10.1 Distribution Agreement between the registrant, Fluor Corporation, and
Fluor Corporation (2)
10.2 Tax Sharing Agreement between the Fluor Corporation and A.T. Massey
Coal Company, Inc. (3)
10.3 Employment Agreement, dated as of July 1, 1998, between Fluor
Corporation and Philip J. Carroll (1)
10.4 Special Retention Program, dated September 24, 1999, between Fluor
Corporation and James O. Rollans (1)
10.5 Special Retention Program, dated September 24, 1999, between Fluor
Corporation and James C. Stein (1)
10.6 Special Retention Program, dated March 7, 2000, between Fluor
Corporation and Alan L. Boeckmann (1)
10.7 Fluor Corporation 2000 Executive Performance Incentive Plan (4)
10.8 Fluor Corporation 2000 Restricted Stock Plan for Non-Employee
Directors (5)
10.9 Fluor Corporation Executive Incentive Compensation Plan (1)
10.10 Fluor Executive Deferred Compensation Plan (1)
10.11 Fluor Executive's Supplemental Medical Plan (1)
10.12 Directors' Life Insurance Summary (1)
10.13 Fluor Executives' Supplemental Benefit Plan (1)
10.14 Fluor Special Executive Incentive Plan (1)
10.15 Fluor Corporation Retirement Plan for Outside Directors (1)
10.16 Executive Severance Plan (1)
17
Exhibit Description
------- -----------
10.17 1982 Fluor Shadow Stock Plan (1)
10.18 1997 Fluor Stock Appreciation Rights Plan (1)
13 Certain portions of 2000 Annual Report to shareholders (with the
exception of the information incorporated by reference into Items 1,
5, 6, 7, 7A and 8 of this report, Fluor's 2000 Annual Report to
shareholders is not deemed to be filed as a part of this report)
21 Subsidiaries of the registrant
23 Consent of Independent Auditors
24 Manually signed Powers of Attorney executed by certain Fluor directors
- --------
(1) Filed as the same numbered exhibit to the Registrant's Registration
Statement on Form 10/A (Amendment No. 1) filed on November 30, 2000 and
incorporated herein by reference.
(2) Filed as Exhibit 10.1 to the Registrant's report on Form 8-K filed on
December 7, 2000 and incorporated herein by reference.
(3) Filed as Exhibit 10.2 to the Registrant's report on Form 8-K filed on
December 7, 2000 and incorporated herein by reference.
(4) Filed as Exhibit 10.1 to the Registrant's report on Form 8-K filed on
December 29, 2000 and incorporated herein by reference.
(5) Filed as Exhibit 10.2 to the Registrant's report on Form 8-K filed on
December 29, 2000 and incorporated herein by reference.
(b) Reports on Form 8-K filed during fiscal 2000: (None)
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FLUOR CORPORATION
January 29, 2001
/s/ R. F. Hake
By: _________________________________
R. F. Hake,
Executive 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/ P. J. Carroll, Jr. Chief Executive Officer January 29, 2001
____________________________________
P. J. Carroll, Jr.
Principal Financial Officer:
/s/ R. F. Hake Executive Vice President and January 29, 2001
____________________________________ Chief Financial Officer
R. F. Hake
Principal Accounting Officer:
/s/ V. L. Prechtl Vice President and January 29, 2001
____________________________________ Controller
V. L. Prechtl
Other Directors:
* Director January 29, 2001
____________________________________
C. A. Campbell, Jr.
* Director January 29, 2001
____________________________________
P. J. Fluor
* Director January 29, 2001
____________________________________
D. P. Gardner
* Director January 29, 2001
____________________________________
T. L. Gossage
* Director January 29, 2001
____________________________________
B. R. Inman
* Director January 29, 2001
____________________________________
V. S. Martinez
* Director January 29, 2001
____________________________________
D. R. O'Hare
19
Signature Title Date
--------- ----- ----
* Director January 29, 2001
____________________________________
Lord Renwick, K.C.M.G.
* Director January 29, 2001
____________________________________
M. R. Seger
* Director January 29, 2001
____________________________________
J. O. Rollans
* Director January 29, 2001
____________________________________
J. C. Stein
/s/ L. N. Fisher January 29, 2001
*By: _______________________________
L. N. Fisher
Attorney-in-fact
Manually signed Powers of Attorney authorizing L. N. Fisher and E. P. Helm
and each of them, to sign the annual report on Form 10-K for the fiscal year
ended October 31, 2000 and any amendments thereto as attorneys-in-fact for
certain directors and officers of the registrant are included herein as Exhibit
24.
20
EXHIBIT INDEX
Exhibit Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of the
registrant (1)
3.2 Amended and Restated Bylaws of the registrant (1)
10.1 Distribution Agreement between the registrant, Fluor Corporation, and
Fluor Corporation (2)
10.2 Tax Sharing Agreement between the Fluor Corporation and A.T. Massey
Coal Company, Inc. (3)
10.3 Employment Agreement, dated as of July 1, 1998, between Fluor
Corporation and Philip J. Carroll (1)
10.4 Special Retention Program, dated September 24, 1999, between Fluor
Corporation and James O. Rollans (1)
10.5 Special Retention Program, dated September 24, 1999, between Fluor
Corporation and James C. Stein (1)
10.6 Special Retention Program, dated March 7, 2000, between Fluor
Corporation and Alan L. Boeckmann (1)
10.7 Fluor Corporation 2000 Executive Performance Incentive Plan (4)
10.8 Fluor Corporation 2000 Restricted Stock Plan for Non-Employee
Directors (5)
10.9 Fluor Corporation Executive Incentive Compensation Plan (1)
10.10 Fluor Executive Deferred Compensation Plan (1)
10.11 Fluor Executive's Supplemental Medical Plan (1)
10.12 Directors' Life Insurance Summary (1)
10.13 Fluor Executives' Supplemental Benefit Plan (1)
10.14 Fluor Special Executive Incentive Plan (1)
10.15 Fluor Corporation Retirement Plan for Outside Directors (1)
10.16 Executive Severance Plan (1)
10.17 1982 Fluor Shadow Stock Plan (1)
10.18 1997 Fluor Stock Appreciation Rights Plan (1)
13 Certain portions of 2000 Annual Report to shareholders (with the
exception of the information incorporated by reference into Items 1,
5, 6, 7, 7A and 8 of this report, Fluor's 2000 Annual Report to
shareholders is not deemed to be filed as a part of this report)
21 Subsidiaries of the registrant
23 Consent of Independent Auditors
24 Manually signed Powers of Attorney executed by certain Fluor directors
- --------
(1) Filed as the same numbered exhibit to the Registrant's Registration
Statement on Form 10/A (Amendment No. 1) filed on November 30, 2000 and
incorporated herein by reference.
(2) Filed as Exhibit 10.1 to the Registrant's report on Form 8-K filed on
December 7, 2000 and incorporated herein by reference.
(3) Filed as Exhibit 10.2 to the Registrant's report on Form 8-K filed on
December 7, 2000 and incorporated herein by reference.
(4) Filed as Exhibit 10.1 to the Registrant's report on Form 8-K filed on
December 29, 2000 and incorporated herein by reference.
(5) Filed as Exhibit 10.2 to the Registrant's report on Form 8-K filed on
December 29, 2000 and incorporated herein by reference.