Fluor 2011 Annual Report Download - page 68

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domestic and international projects where timing is often uncertain, it is particularly difficult to predict
whether and when we will receive a contract award. The uncertainty of contract award timing can present
difficulties in matching our workforce size with our contract needs. If an expected contract award is
delayed or not received, we could incur cost resulting from reductions in staff or redundancy of facilities
that would have the effect of reducing our profits.
Delaware law and our charter documents may impede or discourage a takeover or change of control.
Fluor is a Delaware corporation. Various anti-takeover provisions under Delaware law impose
impediments on the ability of others to acquire control of us, even if a change of control would be
beneficial to our stockholders. In addition, certain provisions of our charters and bylaws may impede or
discourage a takeover. For example:
• our Board of Directors is currently divided into three classes serving staggered three-year terms;
• stockholders may not call a special meeting or act by written consent;
• there are various restrictions on the ability of a stockholder to nominate a director for election; and
• our Board of Directors can authorize the issuance of preference shares.
These types of provisions in our charters and bylaws could also make it more difficult for a third party to
acquire control of us, even if the acquisition would be beneficial to our stockholders. Accordingly,
stockholders may be limited in the ability to obtain a premium for their shares.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Major Facilities
Operations of Fluor and its subsidiaries are conducted at both owned and leased properties in
domestic and foreign locations totaling approximately 7.2 million rentable square feet. Our executive
offices are located at 6700 Las Colinas Boulevard, Irving, Texas. As our business and the mix of structures
is constantly changing, the extent of utilization of the facilities by particular segments cannot be accurately
stated. In addition, certain owned or leased properties of Fluor and its subsidiaries are leased or subleased
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