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FLUOR CORPORATION
2004 ANNUAL REPORT
for growth
a foundation
Building

Table of contents

  • Page 1
    FLUOR CORPORATION 2004 ANNUAL REPORT Building a foundation for growth

  • Page 2
    ... Report New Awards & Backlog Data Selected Financial Data Officers Board of Directors Form 10-K Fluor Corporation is one of the world's largest, publicly owned engineering, procurement, construction and maintenance organizations. Our exceptional record of dependability, expertise and safety...

  • Page 3
    ... of Power, increased earnings in 2004, with particular strength coming from our Government and Oil & Gas segments. This performance was achieved by leveraging our competitive strengths and dedication to superior execution across the full spectrum of our markets. As I previously mentioned, new awards...

  • Page 4
    ... value-added solutions, and our outstanding performance in 2004 continued that tradition. Our market opportunities continue to be broad-based. The momentum in the oil and gas market is building, and economic expansion globally is stimulating increased capital spending across a number of Fluor...

  • Page 5
    ...AND APPRECIATION Without a doubt, Fluor is a leader in the global engineering and construction industry. The work we've done in the past several years to focus our business on our core competencies and leverage strategies to expand our company has given Fluor a distinct competitive advantage in the...

  • Page 6
    ... history of providing services to the worldwide oil and gas production and processing industries. While Fluor performs projects of all sizes, it is one of the few companies with the global scope, experience and program management capabilities to handle the large, Fluor's Government business...

  • Page 7
    ... core competencies that are complementary to our EPCM operations. These include our site-based construction equipment business and our ï¬,eet management business, which supports both Fluor and third-party contractors on construction and maintenance programs globally. As engineering and construction...

  • Page 8
    ... & Gas Fluor has a legacy of serving the worldwide oil and gas production and processing industries, providing a full scope of engineering, procurement, construction (EPC) and program management services. The Oil & Gas business segment serves the spectrum of markets ranging from upstream oil and gas...

  • Page 9
    ... clean fuels and oil sands continue to lead the industry. Fluor has been tracking a significant number of major oil and gas programs in widely diverse geographic locations, including the Caspian Sea region, the former Soviet Union, the Middle East, China, West Africa and Canada. These opportunities...

  • Page 10
    ... to provide detailed engineering and procurement services for three main upgrader process units for a major oil sands project in Canada. Opportunities on additional oil sands projects are anticipated as the technical and economic viability and strategic location of this resource drives continued...

  • Page 11
    ... new awards backlog Operating Profit dollars in millions Percent of Total Operating Profit Industrial & Infrastructure Industries Served Alternative Power Chemicals Commercial & Institutional Consumer Products Life Sciences Manufacturing Microelectronics Mining Petrochemicals Telecommunications...

  • Page 12
    ...as the managing partner of the project-execution consortium, Fluor is developing a $700 million chemicals complex that will be located in the Shanghai Chemicals Industry Park (SCIP), near Shanghai, People's Republic of China. Work is under way in Team IIP's Shanghai office, Daelim's Seoul office and...

  • Page 13
    ... as a solution to state and federal Operating in rugged, remote areas of Western Australia, a joint venture team of Fluor and a local consulting engineer provided full EPCM services for BHP Billiton Iron Ore's Asset Development Projects (ADP), which included a new mine, mine infrastructure and...

  • Page 14
    ... to execute substantial work on two major communications network projects for government clients. Leveraging this experience and its United Kingdom presence, Fluor was selected in November as the preferred bidder by the U.K. Highways Agency for its National Roads Telecommunications Services (NRTS...

  • Page 15
    ... Federal Government represents a large, sustainable, long-term market, offering substantial growth opportunity. Further, this base of annuity-type work helps balance the corporation's overall business mix. 2.5 2.0 1.5 1.0 0.5 0.0 90.0 72.0 54.0 36.0 18.0 20% 02 03 04 0.0 02 03 04 Agencies...

  • Page 16
    ... Jones International (part of the Fluor Government Group) project team for an innovative design and a successful project, critical to the safety and security of the U.S. diplomatic mission in the United Arab Emirates. The Qudas Power Plant north of Baghdad, Iraq, is one of several new generators...

  • Page 17
    ... expanded its market position with the Department of State, providing design/build services for U.S. embassies and consulates worldwide. With the acquisition of the International Division of J.A. Jones in late 2003, Fluor is now the market leader for these projects, currently working on 10 embassy...

  • Page 18
    ...of core competencies and service 02 03 04 02 capabilities. Offering an integrated project execution approach to clients, services include operations and maintenance (O&M), equipment, tool and asset management services, temporary staffing, construction and global procurement. In addition to the value...

  • Page 19
    ... E P O RT 17 Operating profit for Global Services in 2004 was $100 million, modestly above last year. Financial performance reï¬,ects reduced company-wide construction support activity early in the year as a number of power and oil and gas projects were completed. This trend began to reverse with...

  • Page 20
    ... Served Coal-Fired Generation Gas-Fired Generation Oil-Fired Generation Plant Betterment/ Environmental New Awards & Backlog dollars in billions new awards backlog Operating Profit dollars in millions Percent of Total Operating Profit Power 1.2 1.0 0.8 0.6 0.4 0.2 0.0 120.0 100.0 80.0 60...

  • Page 21
    ... the union craft arm of Fluor Corporation, providing construction management and direct-hire construction expertise in support of Fluor's operating businesses in North America. Additionally, FCII supports the staffing of international construction projects and has employees working around the world...

  • Page 22
    ... AT I O N 2 0 0 4 A N N U A L R E P O RT New Awards and Backlog Data NEW AWARDS BY SEGMENT 20 2004 Dollars Percent 2003 Dollars Percent 2002 Dollars Percent Year ended December 31 (in millions) Oil & Gas Industrial & Infrastructure Government Global Services Power Total new awards $ 3,587 5,038...

  • Page 23
    ... and the current portion of long-term debt. In November 2000, a spin-off distribution to shareholders was effected which separated then existing Fluor Corporation into two publicly traded companies - new Fluor ("Fluor" or the "company") and Massey Energy Company ("Massey"). Massey's results of...

  • Page 24
    ... Group President, Global Services (1980) John L. Hopkins Group President, Government (1984) Robert A. McNamara Senior Group Executive (1978) D. Michael Steuert Senior Vice President and Chief Financial Officer (2001) Mark A. Stevens Group Executive, Project Risk (1975) OTHER CORPORATE OFFICERS...

  • Page 25
    ... 57, is chairman and chief executive officer of Texas Crude Energy, Inc. He is Fluor's lead independent director and served as the company's non-executive chairman of the Board during fiscal 1998. He also serves as a director of Devon Energy Corporation. (1984) (1) (3) (4) Dr. David P. Gardner 71...

  • Page 26
    ... and supplementary data. PART II: OUR FINANCIAL PERFORMANCE PART III: OUR MANAGEMENT A listing of our executive officers with brief biographies. Also directs readers to our proxy statement for the details on our board of directors and executive compensation. PART IV: EXHIBITS A listing of exhibits...

  • Page 27
    ...le number 1-16129 n FLUOR CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation or organization) One Enterprise Drive, Aliso Viejo, California (Address of principal executive offices) (949) 349-2000 33-0927079 (I.R.S. Employer...

  • Page 28
    FLUOR CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2004 Page Item Item Item Item 1. 2. 3. 4. PART I Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders PART II 1 15 16 16 Item 5. Item Item Item Item Item Item 6....

  • Page 29
    ...ve segments are Oil & Gas, Industrial & Infrastructure, Government, Global Services and Power. Fluor Constructors International, Inc. which is organized and operates separately from our business segments, provides unionized management and construction services in the United States and Canada, both...

  • Page 30
    ... studies, project development planning, technology evaluation, risk management assessment, global siting, constructability reviews, asset optimization and front-end engineering. Our procurement team offers traditional procurement services as well as new strategic sourcing and supply processes that...

  • Page 31
    ... resources, processes and technology, market knowledge and experience, and volume-leveraged pricing to the company and third parties. Power In the Power segment, we design and construct new power generation facilities, mostly in the fossil fuel power industry. We perform a full range of services...

  • Page 32
    ... of the Oil & Gas, Industrial & Infrastructure, Government, Global Services and Power segments at December 31, 2004 and 2003 by region. December 31, December 31, 2004 2003 (in millions) United States Asia Pacific (including Australia Europe, Africa and Middle East The Americas Total $ 5,418...

  • Page 33
    ... as contractor first, and then we negotiate price with the client. These types of contracts generally occur where we commence work before a final price is agreed upon. Under lump sum contracts, we competitively bid based upon specifications provided by the client, agreeing to develop a project at...

  • Page 34
    ... Washington Group International, and international companies such as Foster-Wheeler, Technip and AMEC. In the engineering and construction arena, our competition is primarily centered on performance and the ability to provide the design, engineering, planning, management and project execution skills...

  • Page 35
    ... currently identified. Number of Employees The following table sets forth the number of employees of Fluor and its subsidiaries engaged in our continuing business segments as of December 31, 2004: Total Employees Oil & Gas Industrial & Infrastructure Government Global Services Power Other...

  • Page 36
    ... Chief Legal Officer and Secretary Senior Vice President, Human Resources and Administration Group President, Global Services Group President, Government Senior Group Executive Vice President and Controller Senior Vice President and Chief Financial Officer Group Executive, Project Risk Except...

  • Page 37
    ..., Commercial Strategy & Risk since October, 2003; formerly Group Executive, Global Services from 2002; formerly Senior Executive, Sales, Marketing & Strategic Planning from 2001; formerly, President, Energy & Chemicals from 1997; joined the company in 1975. Available Information Our web site address...

  • Page 38
    ... these events occur, the total costs of the project would exceed our original estimates and we could experience reduced profits or, in some cases, a loss for that project. The nature of our engineering and construction business exposes us to potential liability claims and contract disputes which...

  • Page 39
    ... serve. The demand for our services and products is dependent upon the existence of projects with engineering, procurement, construction and management needs. Although downturns can impact our entire business, our telecommunications and power markets exemplify businesses that are cyclical in nature...

  • Page 40
    ... Group International, Parsons Engineering, CH2M Hill Companies, CB&I, Foster Wheeler, Technip and AMEC. In particular, the engineering and construction markets are highly competitive and require substantial resources and capital investment in equipment, technology and skilled personnel. Competition...

  • Page 41
    ..., it is possible that the ruling would no longer be valid. In such event, we could incur a significant corporate tax liability that could have a material adverse effect on our financial condition. Past and future environmental, safety and health regulations could impose significant additional...

  • Page 42
    ... from reductions in staff or redundancy of facilities that would have the effect of reducing our profits. Our credit facilities restrict our ability and the ability of some of our subsidiaries to engage in certain business activities. On July 28, 2004, we entered into a new senior unsecured credit...

  • Page 43
    ...existing facilities: Location United States and Canada: Aliso Viejo, CA Calgary, Canada Charlotte, North Carolina Greenville, South Carolina Houston (Sugar Land), Texas Long Beach, California Richland, Washington Rumford, Rhode Island San Juan, Puerto Rico Tucson, Arizona Vancouver, Canada...

  • Page 44
    ...'s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol ''FLR.'' The following table sets forth for the quarters indicated the high and low sales prices of our common stock, as reported in the...

  • Page 45
    ... compensation plans not approved by shareholders(2) Total 1,427,306 $31.37 3,737,298 1,434,648 2,861,954 $35.69 $33.53 0 3,737,298 (1) Consists of the 2000 Non-Employee Director Plan (as amended in 2004 with shareholder-approval) and the 2003 Executive Performance Incentive Plan, both...

  • Page 46
    ... on average shareholders' equity Cash dividends per common share CONSOLIDATED FINANCIAL POSITION Current assets Current liabilities Working capital Property, plant and equipment, net Total assets Capitalization Short-term debt* Long-term debt Shareholders' equity Total capitalization Total debt...

  • Page 47
    ...tax, relating to prior years was reported in the first quarter of 2003 as the cumulative effect of a change in accounting principle. During 2004, the company exercised options to purchase both the Aliso Viejo ($100 million) and Calgary ($29 million) engineering and office facilities. These amounts...

  • Page 48
    ...subsidy to sponsors of retirement health care plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In May 2004, the FASB issued Staff Position 106-2, ''Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization...

  • Page 49
    ... deferred pending determination of the impact on contract price. Backlog in the engineering and construction industry is a measure of the total dollar value of work to be performed on contracts awarded and in progress. Although backlog reï¬,ects business that is considered to be firm, cancellations...

  • Page 50
    ...ts The company accounts for its defined benefit pension plans in accordance with Statement of Financial Accounting Standards No. 87, ''Employers' Accounting for Pensions,'' as amended (SFAS 87). As permitted by SFAS 87, changes in retirement plan obligations and assets set aside to pay benefits...

  • Page 51
    ... and transportation projects and other facilities. The Government segment provides project management, engineering, construction, and contingency response services to the United States government. The Global Services segment includes operations and maintenance, construction equipment, temporary staf...

  • Page 52
    ... higher content of project completions combined with improved execution performance. A major project that has reached mechanical completion in the Oil & Gas segment is the Hamaca Crude Upgrader Project (''Hamaca'') located in Jose, Venezuela. Hamaca is a $1.1 billion lump sum project (including $92...

  • Page 53
    ...2003 and the lower level of work performed on these new awards that were in the early stages of project execution where activity is focused on engineering and project planning. Total assets in the Oil & Gas segment increased to $665 million at December 31, 2004 compared with $508 million at December...

  • Page 54
    ... an embassy project in Brazil and new awards for task orders in Iraq. Revenue in all periods includes work for ongoing environmental restoration, engineering, construction, site operations and maintenance services at two major DOE sites: the Fernald Environmental Management Project (''Fernald'') in...

  • Page 55
    ... following a strong cycle of power plant construction activity. As a result of a shift in the markets served by and the types of projects awarded to ICA Fluor, commencing in the third quarter of 2004, its operating results, new awards and backlog are included in the Oil & Gas segment rather than...

  • Page 56
    ... project located in Western Australia. Fluor Australia paid the equivalent of approximately US$120 million to end all remaining claims under both the first and second phases of arbitration, including any appeals. The payment had no material effect on the company's consolidated financial position...

  • Page 57
    ... with the procurement, engineering and construction of the Rabigh Combined Cycle Power Plant in Saudi Arabia. Subsequent to a motion to compel arbitration of the matter, the company initiated arbitration proceedings in New York under the American Arbitration Association international rules. The...

  • Page 58
    ... construction of new power plants. The dissolution is not expected to have a material impact on future operating cash ï¬,ows. The company also used significant cash in 2004 and 2003 to fund ongoing work and the change orders that are in the dispute resolution process relating to the Hamaca project...

  • Page 59
    ... increase in operating assets and liabilities totaling approximately $56 million in 2004 and $126 million in 2003 relating to work in the Government segment, primarily in connection with start-up and ongoing activities on the CETAC and AFCAP projects in the Middle East in 2004 and 2003, as well as...

  • Page 60
    ...was advanced to the company by Duke/Fluor Daniel (see discussion above). As customer advances are used in project execution and not replaced by advances on new projects, the company's cash position will be reduced. Cash has also been required to fund work performed on the Hamaca project in Venezuela...

  • Page 61
    ... for engineering and project execution office facilities in Sugar Land, Texas, the United Kingdom and various other domestic and international locations. Guarantees In the ordinary course of business, the company enters into various agreements providing financial or performance assurances...

  • Page 62
    ... Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the ''Exchange Act'') refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed...

  • Page 63
    ...-K and has been posted on the investor relations portion of our website, at www.ï¬,uor.com. Shareholders may request a free copy of our Code of Business Conduct and Ethics from: Fluor Corporation Attention: Investor Relations One Enterprise Drive Aliso Viejo, California 92656 (949) 349-2000 We have...

  • Page 64
    Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this item is included in the Stock Ownership and Stock-Based Holdings of Executive Officers and Directors and Executive Compensation and Other Information sections of our...

  • Page 65
    ... Program, as amended and restated effective January 1, 2002(8) Directors' Life Insurance Summary(1) Fluor Executives' Supplemental Benefit Plan(1) Fluor Corporation Retirement Plan for Outside Directors(1) Executive Severance Plan(10) 2001 Key Employee Performance Incentive Plan(7) 2001 Fluor Stock...

  • Page 66
    ... U.S.C. Section 1350* Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350* * New exhibit filed with this report. (1) Filed as the same numbered exhibit to the Registrant's Registration Statement...

  • Page 67
    ... 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 By: /s/ D. MICHAEL STEUERT D. Michael Steuert, Senior Vice President and Chief Financial Officer March 4, 2005...

  • Page 68
    FLUOR CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Management's Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm: Report on Internal Control over Financial Reporting Report on the Financial Statements ...

  • Page 69
    ... effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The company's internal control over financial reporting is a process designed, as defined in Rule 13a-15(f) under the Securities and Exchange Act...

  • Page 70
    ... Accounting Firm on Internal Control over Financial Reporting Board of Directors and Shareholders Fluor Corporation We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Fluor Corporation maintained effective...

  • Page 71
    ... with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Fluor Corporation's internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control - Integrated Framework issued by the Committee...

  • Page 72
    ...EARNINGS (LOSS) PER SHARE Continuing operations Discontinued operations Cumulative effect of change in accounting principle Net earnings SHARES USED TO CALCULATE EARNINGS PER SHARE Basic Diluted See Notes to Consolidated Financial Statements. $ 2004 Year Ended December 31 2003 2002 $ 8,805,703 8,399...

  • Page 73
    FLUOR CORPORATION CONSOLIDATED BALANCE SHEET (in thousands, except share amounts) ASSETS CURRENT ASSETS Cash and cash equivalents Accounts and notes receivable Contract work in progress Deferred taxes Other current assets Total current assets PROPERTY, PLANT AND EQUIPMENT Land Buildings and ...

  • Page 74
    ... taxes Stock option tax benefit Retirement plan accrual (contribution), net Unbilled fees receivable Special provision, net of cash payments Provisions for impairment of assets Changes in operating assets and liabilities, excluding effects of business acquisitions/dispositions Gain on sale of...

  • Page 75
    FLUOR CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY Additional Capital Unamortized Executive Stock Plan Expense Accumulated Other Comprehensive Income (Loss) Retained Earnings (in thousands, except per share amounts) Shares Amount Total BALANCE AT DECEMBER 31, 2001 Comprehensive ...

  • Page 76
    ..., labor and equipment, are included in revenues and cost of revenues when management believes that the company is responsible for the ultimate acceptability of the project. Contracts are segmented between types of services, such as engineering and construction, and accordingly, gross margin related...

  • Page 77
    ...) effective for the company's calendar year 2002. Under SFAS 142, goodwill is no longer amortized but is subject to annual impairment tests. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the current reporting structure. During 2004, the company...

  • Page 78
    ...by Accounting Principles Board (APB) Opinion No. 25, ''Accounting for Stock Issued to Employees,'' and related interpretations (APB 25). Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the company's stock at the date of the grant over...

  • Page 79
    ... Operations In September 2001, the Board of Directors approved a plan to dispose of certain non-core elements of the company's construction equipment and temporary staffing operations. In June 2003, the company completed the sale of the last equipment dealership operation resulting in cash proceeds...

  • Page 80
    ...business groups from Philip Services Corporation. The acquired businesses, which have been named Plant Performance Services (''P2S''), expand and strengthen the O&M services business component of the Global Services segment and complement the company's core engineering, procurement, and construction...

  • Page 81
    ... the operating results of these businesses from the dates of acquisition. Pro forma results of operations have not been presented because the effects of these acquisitions were not material on either an individual or aggregate basis to the company's consolidated results of operations. Consolidated...

  • Page 82
    FLUOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Income Taxes The income tax expense (benefit) included in the Consolidated Statement of Earnings is as follows: Year Ended December 31 2004 2003 2002 (in thousands) Current: Federal Foreign State and local Total current ...

  • Page 83
    ... as follows: 2004 (in thousands) Year Ended December 31 2003 2002 U.S. statutory federal tax expense Increase (decrease) in taxes resulting from: Valuation allowance State and local income taxes Items without tax effect, net Tax return adjustments and settlements Foreign Sales Corporation tax bene...

  • Page 84
    ... are as follows: December 31 2004 2003 (in thousands) Deferred tax assets: Accrued liabilities not currently deductible: Employee compensation and benefits Employee time-off accrual Project performance and general reserves Workers' compensation insurance accruals Tax credit carryforwards Tax basis...

  • Page 85
    ... to retired employees under these plans are generally based upon length of service, age and/or a percentage of qualifying compensation. The defined benefit pension plans are primarily related to domestic and international engineering and construction salaried employees and U.S. craft employees. In...

  • Page 86
    ... in Australia, Germany, the United Kingdom, the Netherlands and the United States. These assumptions are based on the then current economic environment in each host country at the end of each respective annual reporting period. The company uses December 31 as the measurement date for its plans. 2004...

  • Page 87
    ... and funded status of all of the company's defined benefit pension plans: December 31 2004 2003 (in thousands) Change in pension benefit obligation Benefit obligation at beginning of period Service cost Interest cost Employee contributions Currency translation Actuarial loss Benefits paid Bene...

  • Page 88
    ... 31, 2004, 2003 and 2002 was determined in accordance with the current terms of the company's health care plans, together with relevant actuarial assumptions and health care cost trend rates projected at annual rates ranging from 10 percent in 2005 down to 5 percent in 2010 and beyond. The effect of...

  • Page 89
    ... $0.3 million for the second half of 2004. The preceding information does not include amounts related to benefit plans applicable to employees associated with certain contracts with the U.S. Department of Energy because the company is not responsible for the current or future funded status of these...

  • Page 90
    ... fees currently charged for similar agreements or on the estimated cost to terminate or settle the obligations. ) ) ) ) ) Financing Arrangements In July 2004, the company entered into a new, five-year, $800 million Senior Credit Facility. The agreement replaced existing facilities totaling $700...

  • Page 91
    ... of $55.94. Subsequent to December 31, 2004, the conversion price has been exceeded. If the company's stock price is in excess of the conversion price as of March 31, 2005, the company will then use the treasury stock method of accounting for the excess of the market stock price over $55.94 in F-24

  • Page 92
    ...pay the principal amount of the debt in cash, previously reported diluted EPS for the first, second, and third quarters of 2004 will not change as a result of the consensus on Issue 04-8. Certain of the company's engineering office facilities, located in Aliso Viejo, California and Calgary, Canada...

  • Page 93
    FLUOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The company has deferred compensation and retirement arrangements for certain key executives which generally provide for payments upon retirement, death or termination of employment. At December 31, 2004 and 2003, $258 million ...

  • Page 94
    ... shares which may be granted by the Committee under the company's various stock plans, as either stock options, on a sharefor-share basis, or restricted stock, on the basis of one share for each 1.75 available shares. At December 31, 2004, options outstanding have exercise prices between $17 and $45...

  • Page 95
    ... with the procurement, engineering and construction of the Rabigh Combined Cycle Power Plant in Saudi Arabia. Subsequent to a motion to compel arbitration of the matter, the company initiated arbitration proceedings in New York under the American Arbitration Association international rules. The...

  • Page 96
    ... Crude Upgrader Project (''Hamaca'') located in Jose, Venezuela. Hamaca is a $1.1 billion lump sum project (including $92 million of approved change orders) of Grupo Alvica (''GA''), a joint venture including Fluor Daniel (80 percent) and Inelectra C.A. (20 percent), to design and build a petroleum...

  • Page 97
    ...Litigation U.S.D.C., Central District, Southern Division, California Plaintiffs in this action are alleging that certain Fluor officers and directors violated the Securities Exchange Act of 1934 by providing false or misleading statements about the company's business and prospects. These complaints...

  • Page 98
    ... 31, 2004. The Global Services segment includes operations and maintenance, equipment and temporary staffing services and the company's global sourcing and procurement services business. The Power segment provides professional services to engineer, construct and maintain power generation facilities...

  • Page 99
    .... In addition, Global Services provides temporary staffing specializing in technical, professional and administrative personnel for projects in all segments. The Government segment provides project management services to the United States government, particularly to the Department of Energy. The...

  • Page 100
    FLUOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Operating Information by Segment Year Ended December 31 2004 2003 2002 (in millions) External revenues Oil & Gas Industrial & Infrastructure Government Global Services Power Total external revenues Operating profit Oil & Gas ...

  • Page 101
    ...expense items reported in corporate administrative and general expense: Year Ended December 31 2004 2003 2002 (in millions) Guarantee obligation Enterprise resource management system reevaluation charges Investment impairment Gain from insurance company demutualization Gains from sales of portfolio...

  • Page 102
    ... reported as corporate administrative and general expense. This reclassification increased previously reported segment operating profit in the following amounts: Oil & Gas, $4.4 million; Industrial & Infrastructure, $3.5 million; and Global Services, $1.3 million. The third quarter of 2004...

  • Page 103
    ... 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Alan L. Boeckmann, certify that: 1. I have reviewed this annual report on Form 10-K of Fluor Corporation; 2. Based on my knowledge, this report does not contain any...

  • Page 104
    ... 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, D. Michael Steuert, certify that: 1. I have reviewed this annual report on Form 10-K of Fluor Corporation; 2. Based on my knowledge, this report does not contain any...

  • Page 105
    ...32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350 In connection with the Annual Report of Fluor Corporation (the ''Company'') on Form 10-K for the period ended December 31, 2004, as filed with...

  • Page 106
    ...32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350 In connection with the Annual Report of Fluor Corporation (the ''Company'') on Form 10-K for the period ended December 31, 2004, as filed with...

  • Page 107
    ...TRS Staffing Solutions, Inc. AMECO is a registered service mark of American Equipment Company. Site Services and Fleet Outsourcing are service marks of American Equipment Company. Fluor Constructors International, Inc., J.A. Jones and Plant Performance Services are service marks of Fluor Corporation...

  • Page 108
    Fluor Corporation One Enterprise Drive Aliso Viejo, CA 92656 Features available to you on www.ï¬,uor.com Investor Relations