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Fluor

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Industry Engineering & Construction
Employees 10,000+
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FY2015 Annual Report · Fluor
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Design. Build. Deliver.
2015 Annual Report

2015 Annual Report
2015 Annual Report

Table of Contents:
Table of Contents:

0202
0808
1010
1414
1818
2020
2222
2424
2525
2626
2727
2929

Shareholder Letter
Shareholder Letter

Company Overview
Company Overview

Oil & Gas
Oil & Gas

Industrial & Infrastructure
Industrial & Infrastructure

Government
Government

Power
Power

Global Services
Global Services

New Awards & Backlog Data
New Awards & Backlog Data

Selected Financial Data
Selected Financial Data

Board of Directors
Board of Directors

Officers
Officers

Form 10-K
Form 10-K

FLUOR CORPORATION (NYSE: FLR) is one of the largest professional services firms, 
FLUOR CORPORATION (NYSE: FLR) is one of the largest professional services firms, 
providing engineering, procurement, construction, fabrication and modularization, 
providing engineering, procurement, construction, fabrication and modularization, 
commissioning and maintenance, as well as project management services on a global 
commissioning and maintenance, as well as project management services on a global 
basis. Fluor, through its operating subsidiaries, is an integrated solutions provider 
basis. Fluor, through its operating subsidiaries, is an integrated solutions provider 
for clients in a diverse set of industries worldwide, including oil and gas, chemicals 
for clients in a diverse set of industries worldwide, including oil and gas, chemicals 
and petrochemicals, transportation, mining and metals, power, life sciences and 
and petrochemicals, transportation, mining and metals, power, life sciences and 
manufacturing. Fluor is also a service provider to the U.S. federal government and 
manufacturing. Fluor is also a service provider to the U.S. federal government and 
other governments abroad, and performs operations and maintenance activities 
other governments abroad, and performs operations and maintenance activities 
globally for major industrial clients.
globally for major industrial clients.

FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS
This annual report contains statements that may constitute forward-looking statements 
This annual report contains statements that may constitute forward-looking statements 
involving risks and uncertainties, including statements about our projected earning 
involving risks and uncertainties, including statements about our projected earning 
levels, market outlook, new awards, backlog levels, competition, the adequacy of funds 
levels, market outlook, new awards, backlog levels, competition, the adequacy of funds 
to service debt, and the implementation of strategic initiatives, including investments 
to service debt, and the implementation of strategic initiatives, including investments 
and acquisitions. These forward-looking statements reflect the Company’s current 
and acquisitions. These forward-looking statements reflect the Company’s current 
analysis of existing information as of the date of this annual report, and are subject 
analysis of existing information as of the date of this annual report, and are subject 
to various risks and uncertainties. As a result, caution must be exercised in relying 
to various risks and uncertainties. As a result, caution must be exercised in relying 
on forward-looking statements. Due to known and unknown risks, the Company’s 
on forward-looking statements. Due to known and unknown risks, the Company’s 
actual results may differ materially from our expectations or projections. Additional 
actual results may differ materially from our expectations or projections. Additional 
information concerning factors that may influence Fluor’s results can be found in the 
information concerning factors that may influence Fluor’s results can be found in the 
Form 10-K that follows this annual report, under the heading “Item 1A. Risk Factors.”
Form 10-K that follows this annual report, under the heading “Item 1A. Risk Factors.”

2/29/16   10:14 AM

Fluor Corporation
6700 Las Colinas Blvd. Irving, TX 75039

Fluor.com

45419cvr.indd   1

Design. Build. Deliver.
2015 Annual Report

2015 Annual Report
2015 Annual Report

Table of Contents:
Table of Contents:

0202
0808
1010
1414
1818
2020
2222
2424
2525
2626
2727
2929

Shareholder Letter
Shareholder Letter

Company Overview
Company Overview

Oil & Gas
Oil & Gas

Industrial & Infrastructure
Industrial & Infrastructure

Government
Government

Power
Power

Global Services
Global Services

New Awards & Backlog Data
New Awards & Backlog Data

Selected Financial Data
Selected Financial Data

Board of Directors
Board of Directors

Officers
Officers

Form 10-K
Form 10-K

FLUOR CORPORATION (NYSE: FLR) is one of the largest professional services firms, 
FLUOR CORPORATION (NYSE: FLR) is one of the largest professional services firms, 
providing engineering, procurement, construction, fabrication and modularization, 
providing engineering, procurement, construction, fabrication and modularization, 
commissioning and maintenance, as well as project management services on a global 
commissioning and maintenance, as well as project management services on a global 
basis. Fluor, through its operating subsidiaries, is an integrated solutions provider 
basis. Fluor, through its operating subsidiaries, is an integrated solutions provider 
for clients in a diverse set of industries worldwide, including oil and gas, chemicals 
for clients in a diverse set of industries worldwide, including oil and gas, chemicals 
and petrochemicals, transportation, mining and metals, power, life sciences and 
and petrochemicals, transportation, mining and metals, power, life sciences and 
manufacturing. Fluor is also a service provider to the U.S. federal government and 
manufacturing. Fluor is also a service provider to the U.S. federal government and 
other governments abroad, and performs operations and maintenance activities 
other governments abroad, and performs operations and maintenance activities 
globally for major industrial clients.
globally for major industrial clients.

FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS
This annual report contains statements that may constitute forward-looking statements 
This annual report contains statements that may constitute forward-looking statements 
involving risks and uncertainties, including statements about our projected earning 
involving risks and uncertainties, including statements about our projected earning 
levels, market outlook, new awards, backlog levels, competition, the adequacy of funds 
levels, market outlook, new awards, backlog levels, competition, the adequacy of funds 
to service debt, and the implementation of strategic initiatives, including investments 
to service debt, and the implementation of strategic initiatives, including investments 
and acquisitions. These forward-looking statements reflect the Company’s current 
and acquisitions. These forward-looking statements reflect the Company’s current 
analysis of existing information as of the date of this annual report, and are subject 
analysis of existing information as of the date of this annual report, and are subject 
to various risks and uncertainties. As a result, caution must be exercised in relying 
to various risks and uncertainties. As a result, caution must be exercised in relying 
on forward-looking statements. Due to known and unknown risks, the Company’s 
on forward-looking statements. Due to known and unknown risks, the Company’s 
actual results may differ materially from our expectations or projections. Additional 
actual results may differ materially from our expectations or projections. Additional 
information concerning factors that may influence Fluor’s results can be found in the 
information concerning factors that may influence Fluor’s results can be found in the 
Form 10-K that follows this annual report, under the heading “Item 1A. Risk Factors.”
Form 10-K that follows this annual report, under the heading “Item 1A. Risk Factors.”

2/29/16   10:14 AM

Fluor Corporation
6700 Las Colinas Blvd. Irving, TX 75039

Fluor.com

45419cvr.indd   1

Design. Build. Deliver.

In 2015, the markets we serve faced a 
number of uncertainties and challenges. 
Still, Fluor stands strong.

For several years we have been hard 
at work, giving our business an even 
broader and more stable foundation. 
We have been focused on expanding 
and integrating our offering across 
the complete life cycle of a project in 
order to deepen our client relationships 
and capture more of their capital 
and operating spend. We have been 
adding essential components to our 
self-perform construction capabilities, 
including large-scale fabrication and 
modularization and a sizeable, highly 
skilled craft workforce. We also are 
becoming a leading global provider of 
operations and maintenance services, 
allowing us to extend our involvement 
with clients far beyond the completion
of their projects. 

Fluor is optimistic about the future. 
The strategies we pursue and the 
actions we take provide the foundation 
for long-term growth. This commitment 
is why the world’s leading companies 
routinely count on us to successfully 
execute their largest and most 
challenging projects. 

They are engaging us to design. 
They are trusting us to build. 
And perhaps most importantly, 
they are seeing us deliver.

SharShareholder Refer

eholder Referenceence

Common Stock Information
At February 19, 2016, there were 
138,917,663 shares outstanding and 
approximately 5,176 shareholders of 
record of Fluor’s common stock.

Registrar and Transfer Agent
Computershare 
P.O. Box 30170
College Station, TX 77842-3170
Telephone:  (877) 870-2366 
Web: www.computershare.com

Independent Registered Public
Accounting Firm 
Ernst & Young LLP  
One Victory Park 
Suite 2000 
2323 Victory Avenue 
Dallas, TX 75219

Annual Shareholders’ Meeting
Please visit investor.fluor.com for 
information regarding the time and 
location of our shareholders’ meeting. 

Stock Trading
Fluor’s stock is traded on the  
New York Stock Exchange.   
Common stock domestic 
trading symbol: FLR

Company Contacts
Shareholders may call  
(888) 432-1745

Investor Relations: 
Geoffrey D. Telfer
(469) 398-7070

Electronic Delivery of Annual Report  
and Proxy Statements
To expedite shareholders’ receipt of 
materials, lower the costs of the annual 
meeting and conserve natural resources, 
we are offering you, as a Fluor shareholder, 
the option of viewing future Fluor Annual 
Reports and Proxy Statements on the 
Internet. Please visit investor.fluor.com to 
register and learn more about this feature.

Fluor is a registered service mark of Fluor 
Corporation.  TRS is a registered service 
mark of TRS Staffing Solutions, Inc. AMECO 
is a registered service mark of American 
Equipment Company, Inc. 3rd Gen Modular 
Execution is a service mark of Fluor.
Fluor Constructors is a service mark of
Fluor Corporation.

mance Graph
Performance Graph
Perfor

The graph to the right depicts the 
Company’s total return to shareholders from 
December 31, 2010, through December 
31, 2015, relative to the performance of 
the S&P 500 Composite Index and the 
Dow Jones Heavy Construction Industry 
Group Index (“DJ Heavy”), which is a 
published industry index. This graph 
assumes the investment of $100 on 
December 31, 2010, in each of Fluor 
Corporation, the S&P 500 Composite Index 
and the DJ Heavy, and the reinvestment 
of dividends paid since that date.

$300

$200

$100

$0

Freeport-McMoRan Cerro Verde copper mine, 
Arequipa, Peru

2015 Annual Report

Envir
onmental Benefits Statement
Environmental Benefits Statement
Environmental impact estimates were 
made using the Environmental Defense 
Paper Calculator.

For Mor
For More Infor
www.papercalculator.org

e Information V

isit: 
mation Visit: 

By using Appleton Coated Utopia TWO: XTRA
Green, Fluor saved the following resources:

Trees: 30 fully grown
Water: 14,127 gallons
Kilo-watt Hours: 3812.97 kwh
Energy: 13.6 million BTU’s
Solid Waste: 946 pounds
Greenhouse Gases: 9,304 pounds

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2010

2011

2012

2013

2014

2015

Fluor
Fluor

$100.00
$100.00

$76.56
$76.56

$90.59
$90.59

$125.02
$125.02

$95.38
$95.38

$75.50
$75.50

S&P 500

$100.00

$102.09

$118.41

$156.74

$178.21

$180.66

DJ Heavy
DJ Heavy

$100.00
$100.00

$82.12
$82.12

$99.21
$99.21

$129.67
$129.67

$96.06
$96.06

$84.45
$84.45

Design.
Design.
Build.
Build.
Deliver.
Deliver.

Fluor is consistently selected 
to handle the largest, most 
complex and most challenging 
projects in locations that 
stretch to the farthest reaches 
of our planet.

This is what we do.
This is what we do.

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2015 Annual Report

To Our Valued
Shareholders:

David T. Seaton
Chairman & Chief Executive Officer

2

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If I could write the headline for Fluor
in 2015, it would be “Stability in the 
Face of Great Uncertainty”. During 2015, 
Fluor continued on the strategic journey 
we began five years ago to become the 
integrated solutions provider of choice
for our clients, improving capital efficiency 
and cost certainty on their projects and 
delivering sustainable, profitable growth 
for our stakeholders.

Integrated Solutions
The restructuring actions we took in 2014 made us more 
competitive in 2015, even in the face of an extremely
volatile business environment. 

In their quest for greater capital efficiency and cost certainty,
our clients are increasingly looking to companies that can 
provide integrated solutions to meet their project needs.
In 2015, we took deliberate steps to add to our capabilities 
in areas that will significantly enhance our ability to provide 
solutions across the full life cycle of a project, while at the
same time giving us access to a larger share of our 
clients’ investments. 

We have focused our efforts on developing the capabilities
that our clients are telling us will most increase the value we 
bring to their projects – fabrication, self-perform construction, 
and supply chain and procurement. And we are working to 
improve the balance of our business between projects that are 
funded by capital expenditures and activities that are driven by
ongoing operating budgets, which are less impacted by volatile 
commodity prices. 

In August, we announced our intention to add to our fabrication 
capabilities through a joint venture with COOEC to own and 
operate the Zhuhai Fabrication Yard, strategically located in 
southern China. One of the world’s largest fabrication yards, 
the purpose-built Zhuhai Yard can fabricate very large modules 
and transport them to any location. Along with our existing 
fabrication capabilities in Canada, Mexico, Russia and the 
Philippines, the Zhuhai Yard expands our global fabrication 
ability for onshore and offshore projects of any size.
Fabrication helps us better control project costs and schedules, 
and provides flexibility to utilize the skills of workers around
the world. COOEC is a trusted partner with whom we have
had a 20-year relationship.

Design. Build. Deliver.

Operations and maintenance (O&M) of 
large, complex facilities has long been 
a part of Fluor’s integrated solutions 
portfolio. O&M activities are typically 
funded from ongoing operating budgets, 
which are less impacted by volatile 
commodity prices. In December, we 
announced an agreement to expand
our current O&M offerings by acquiring
Stork Holding B.V., a leading global O&M 
provider, based in the Netherlands.

Adding Stork’s capabilities to Fluor’s 
portfolio will significantly expand our 
ability to provide complete life cycle 
services to our clients. And thanks to
the addition of Stork’s talented workforce 
of more than 15,000 employees, we will 
have additional flexibility and capacity 
to increase our maintenance and direct 
construction work. The acquisition will 
provide Fluor with a consistent earnings 
stream and robust growth opportunities. 

Also in 2015, we announced the creation 
of a joint venture with Sacyr, a leading 
multinational Spanish construction 
company. The new company, Sacyr 
Fluor, will provide project management, 
engineering, procurement, construction 
management and self-perform  
construction services for the energy
and chemicals industry in Spain,
Southern Europe, North Africa and
certain countries in South America.

The combination will 

enable us to provide 

our clients with capital 

efficiencies, and increases 

opportunities for Fluor in 

markets where we have 

been underexposed.

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2015 Annual Report

8
.
8
2

1
.
5
2

8
.
1
2

9
.
4
3

5
.
2
4

7
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4
4

8
4
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4

6
0
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4

9
8
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3

2013

2014

2015

2013

2014

2015

2013

2014

2015*

Consolidated New Awards

Consolidated Backlog

Earnings Per Share

(Dollars in Billions)

(Dollars in Billions)

(Dollars)

Financial Results
Fluor’s financial results for 2015 
demonstrate the confidence our clients 
have in us, despite the impact that 
commodity prices at multi-year lows
have had on their capital expenditures.
New awards for the year were $21.8 
billion. Net earnings attributable to 
Fluor from continuing operations were 
$571 million, or $3.89 per diluted share, 
excluding a non-operating pre-tax 
expense of $240 million, or $1.04 per 
diluted share, related to the closure
of the company’s U.S. pension plan.
Our Oil & Gas business continued to 
deliver increased value to our clients, 
despite the volatility of oil prices.

Fluor’s revenue was $18.1 billion,
down from $21.5 billion the year before, 
driven primarily by the completion of 
major projects in Canada and Australia.
Backlog at year end was $44.7 billion, 
compared to $42.5 billion in 2014.

*Excludes pension settlement
expenses of $1.04.

Fluor’s balance sheet remains strong, with $2.4 billion in cash 
and marketable securities at year end, the same as the prior 
year. During 2015, we returned $635 million to shareholders by 
completing our share repurchase program with the purchase of 
$510 million worth of Fluor shares and paying out $125 million 
in dividends.

Our priorities for capital deployment remain the same – to 
use our balance sheet to fulfill our strategic goal of achieving 
sustainable, profitable growth. We will continue to look for 
opportunities that further fill out our integrated solutions 
portfolio. Equally, we will return cash to our shareholders
when it is the most appropriate course of action and does
not impact our plans for long-term growth. 

Strategic Growth in Key Markets
New project awards in 2015 continued to demonstrate the belief 
our clients have in our ability to deliver, and that our strategy to 
become the integrated solutions provider of choice is working.
Key awards in the energy sector included two engineering, 
procurement and construction packages from Kuwait National 
Petroleum Company (KNPC) for its new Al-Zour refinery in 
Kuwait. The $2.6 billion lump-sum turnkey contract extends 
our relationship with KNPC on this project that began with
a front-end engineering contract in 2004.

In the Netherlands, we transitioned from front-end engineering 
and design to undertake engineering, procurement and 
construction for a major expansion project at a client’s Rotterdam 
refinery. The project will expand the refinery’s hydrocracking 
operations to increase its ability to upgrade heavier byproducts 
into cleaner, higher-value finished products.

4

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2015 Annual Report

6

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Design. Build. Deliver.

The Outlook for 2016

Despite continuing 
economic volatility 
and uncertainty, the 
actions that we have 
taken in recent years 
have made us more 
competitive and able 
to meet our clients’ 
needs in a difficult 
global marketplace. 

While 2016 will be another challenging 
year, we are well positioned to stay the 
course on our journey to become the 
integrated solutions provider of choice
for our clients, and to deliver long-term 
value to all our stakeholders.

In reviewing this Annual Report with 
our Board of Directors, I am reminded 
of the exceptional talent we have in 
our 45,000-strong workforce around 
the world. I want to thank all of our 
employees for their dedication to 
our company and the hard work they 
put in every day to contribute to our 
success. And I want to thank our Board 
of Directors for their guidance, which is 
critical to achieving our strategic goal
of sustainable, profitable growth for
our company.

David T. Seaton
Chairman & Chief Executive Officer
Fluor Corporation | March 3, 2016

Developing Future Talent
At Fluor, our people are one of our greatest strengths.
We are recognized as an employer of choice – we were
named by Forbes as one of America’s Best Employers in 2015. 
We have a strong track record on leadership development. 
As we continue to transform our company into an integrated 
solutions provider, it is more important than ever that we have
a global pipeline of capable and experienced employees who 
can lead where growth occurs.

Developing our construction workforce is a priority. In three 
years, Fluor has amassed one of the largest construction 
workforces in the United States. After we welcome employees 
from recent project wins and acquisitions, our global craft 
workforce will exceed 30,000 people, three times greater
than a year ago. We are committed to developing the next 
generation of leaders who can continue to build on our 
company’s heritage and success in the future. In 2015, we 
piloted an executive mentoring program to help our leaders 
develop four traits that we think mark exceptional leadership – 
integrity, commitment, emotional intelligence and collaboration. 
The pilot program was a great success and will be expanded 
across the company in 2016.

Core Values
Not only is integrity the mark of an exceptional leader, it is 
also one of Fluor’s core values, along with safety, teamwork 
and excellence. Integrity is a prized asset for Fluor, and is the 
cornerstone of everything we do. We expect all our employees 
to live by our Code of Business Conduct and Ethics, and to 
demonstrate it in their behavior every day. And we remain 
strongly committed to global anti-corruption efforts. We are a 
founding member of the World Economic Forum’s Partnering 
Against Corruption Initiative (PACI).

As an extension of these core values,

I have been personally involved as chairman 

of PACI Vanguard, a community of global 

CEOs committed to advocating for a 

stronger anti-corruption agenda, and also 

co-chair the B20 Task Force on Improving 

Transparency and Anti-Corruption.

We have a deep commitment to provide a safe workplace for 
our employees and subcontractors. While we saw significant 
improvements in our Health, Safety & Environmental 
performance and advanced a number of key initiatives to 
promote greater Health, Safety & Environmental engagement 
in 2015, it is important to acknowledge that we lost two of 
our colleagues in work-related incidents. We will reinforce 
our commitment to safety in 2016, with a focus on personal 
accountability and appropriate behavior to drive a world-class 
safety culture.

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2015 Annual Report

Oil & Gas

In 2015, precipitous declines in commodity prices put significant pressure 
on our oil and gas clients. As capital budgets tightened, companies were 
compelled to stringently scrutinize their spending and carefully assess which 
projects would currently add value to their organizations and which should be 
delayed. Fluor’s strong relationships throughout this industry have given us 
visibility into this evaluation process. We know which projects are top priority, 
and we have focused our resources on pursuing them. In 2015, we saw no 
major cancellations, and we believe our diligent project selectivity and good 
client relationships have been major contributing factors. 

Despite depressed conditions, particularly 
in upstream, Fluor’s Oil & Gas business
has been stable. We attribute this
stability to our broad diversification,
both geographically and by industry 
sector. Fluor serves clients in the world’s 
major hydrocarbon regions, and for 
several years we have built strength 
in segments that provide current 
opportunities, such as downstream and 
petrochemicals. We have established 
ourselves in these areas and garnered 
significant market share through our 
current involvement with the first wave
of ethane crackers under construction.

We are now beginning to see the next 
wave being developed, and we are 
getting involved with these projects
in the preliminary phases.

Given the prevailing market environment, 
these projects likely will not move 
as quickly as originally anticipated. 
Regardless, we will remain fully engaged 
in working our backlog, nurturing our 
relationships, and targeting new 
high-potential opportunities.

2015 Major Market Milestones:

Chemicals
•  Completed the BASF Ultramid® polymerization plant and 
isononanol plant high-performance chemical production 
facilities in China. 

•  Completed the EPC on the Dow propane dehydrogenization 
unit on the Texas Gulf Coast, a significant achievement in the 
delivery of the region’s first wave of petrochemical projects. 

•  Completed our work on the Sadara chemical complex in 

Saudi Arabia, a $2.7 billion contract. 

•  Completed a major chemical complex for BASF in Germany. 
Fluor has been involved with the project at every stage from 
pre-FEED through EPCM. 

•  Renewed our global alliance with BASF for the development 
of future chemical and petrochemical plant projects. In an 
environment where operators are testing the market through 
highly competitive bidding, our clients continue to trust us as 
the preferred contractor for their most important projects.

10

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Design. Build. Deliver.

BASF TDI Complex Project, 
Ludwigshafen, Germany

Oil & Gas

2
.
0
2

7
.
9
1

New Awards

Backlog

1
.
3
1

5
.
8
2

8
.
8
2

5
6
7

0
7
6

3
.
1
1

6
4
4

2013

2014

2015

2013

2014

2015

New Awards & Backlog

(Dollars in Billions)

Segment Profit

(Dollars in Millions)

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2015 Annual Report

Pemex Tula refinery upgrade 
Hidalgo, Mexico 

Downstream
•  Awarded two EPC packages valued at $2.6 billion by 

Kuwait National Petroleum Company for key processing 
units, utilities and infrastructure on the Al-Zour oil refinery 
project. When complete, this will be one of the largest 
refineries in the world. Fluor has worked on this project
since its inception in 2004 when we performed the FEED, 
and we are pleased to have extended the relationship. 

•  Our joint venture, ICA Fluor, continued its long-standing 

relationship with Pemex in Mexico with two $1.1 billion EPC 
contracts for a major upgrade of the Tula Refinery and a 
clean diesel project at the Madero Refinery.

•  A major expansion project is underway for a client at its 
Rotterdam refinery in the Netherlands. The Fluor project 
team transitioned from the FEED to undertake engineering, 
procurement and construction for the Rotterdam Advanced 
Hydrocracker Project.

•  Completed the Quest carbon capture 
and storage project in Canada for 
Shell, which was recognized as a 2015 
Best Project by Engineering News-
Record. The project demonstrated 
Fluor’s proprietary 3rd Gen Modular 
Execution capabilities by utilizing 
69 interlocking modules that were 
assembled at the job site. Use of 
this technology helped reduce the 
project’s capital cost by 30 percent
off initial estimates.

12

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Upstream, LNG and Pipeline
•  Awarded engineering, procurement and construction 

management on the NEXUS project, a 250-mile natural gas 
pipeline in Ohio and Michigan. We see great potential in the 
pipeline market, as widespread feedstock availability drives 
the need for new transmission lines.  

•  Started up the Shah Gas Development project in the United 

Arab Emirates, in which Fluor performed the FEED and 
managed the EPC. This was a one-of-a-kind project due to 
the challenges of gathering and processing very sour gas.

•  Although most LNG projects have been delayed, we 

continued to pursue work in this important market. Fluor is 
now one of the most capable EPC companies in LNG, and 
we are currently participating in bids for some of the largest 
pending projects.

•  Completed the Malampaya offshore depletion

compression platform project ahead of schedule for
Shell in the Philippines. The facility will become the 
country’s largest source of energy.

Fabrication
•  Formed a joint venture with Offshore Oil Engineering Co., 
Ltd. (COOEC) to own, operate and manage the Zhuhai 
Fabrication Yard in China. As one of the largest yards in the 
world, this facility gives Fluor abundant capability to support 
client demands for large fabricated modules both on- and 
offshore. The venture immediately positions Fluor as a major 
modularization and fabrication provider, and allows us to 
deliver integration on an unprecedented scale.

Design. Build. Deliver.

The Outlook

Analysts predict that oil
prices will remain depressed
for most of 2016. Looking 
beyond that, we believe a 
recovery will occur, yet it is 
expected to be modest and 
gradual. With our sizeable 
backlog, extensive portfolio 
diversity, and unmatched
global footprint, Fluor is
well positioned to operate
in this environment. 

We are established in multiple links on the oil & gas energy 
chain, from upstream to chemicals, and we are present in 
major markets around the world. This breadth of capability and 
experience allows us to move beyond a project transaction 
mentality to a more strategic focus. Clients engage Fluor not 
only to build their projects, but to help them meet their greatest 
business challenges. This includes early engagement in framing 
project scope and execution, a key to our clients’ project 
sanction and our position to execute and deliver predictably.

More than ever, operators are under pressure to reduce project 
capital costs in order to make them feasible. Through integrated 
engineering, procurement, fabrication and construction 
solutions, Fluor helps them deliver. By lowering supply-chain 
costs, we are becoming much more competitive in some of the 
most fiercely cost-competitive regions around the world. We are 
providing capital efficiency, while still promising Fluor’s signature 
brand of quality, safety and reliability. This approach is how we 
are helping clients now, and how we are building our future. 
We will continue to strengthen our relationships, expand our 
integrated offerings, and pursue the most promising projects, 
with the application of our unique solutions and capabilities.

45419txt.indd   13

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2015 Annual Report

Industrial &
Infrastructure

Fluor’s industrial and infrastructure business is meeting our clients’ urgent  
need for increased capital efficiency. Clients need certainty that their
projects will be delivered on time, on budget, and at a high level of quality.
This environment is an opportunity for Fluor. Drawn by our broad capabilities
and integrated approach, clients are coming to us for innovative and
capital-efficient solutions. 

While the infrastructure business was 
challenged in 2015, we saw positive 
signs pointing forward. North America’s 
severely aged infrastructure will require 
a complete multi-decade renewal, a 
fact that was validated in 2015 with the 
passing of a federal highway funding bill. 
Fluor also continued to expand its base 
for infrastructure projects by pursuing 
work outside the United States.

In our industrial services business, 
Fluor achieved a number of significant 
wins in 2015, an indicator of increased 
manufacturing coming back to the  
United States and Europe. 

In mining, with commodity prices at 
historic lows, clients are seeking ways to 
do more with less to make their projects 
feasible. While we do not anticipate a 
rapid recovery, we are confident that 
mining will return. 

2015 Major Market 
Milestones:

Infrastructure
•  Awarded the contract for design  
and construction of the eight-mile 
Bergstrom Expressway in  
Austin, Texas.  

•  Completed the Rt. Hon. Herb Gray 
Parkway (formerly the Windsor-
Essex Parkway), connecting Ontario, 
Canada, to the U.S. Interstate system 
in Michigan. 

•  Progressed the Horseshoe Project 
in Dallas, Texas. We have reached 
the halfway point in the construction 
of this complex highway system 
designed to relieve congestion in 
the city’s center.

•  Construction continues on the  

bridge to replace the Tappan Zee 
Hudson River crossing in New York. 
The superstructure for the largest 
bridge project in the United States
is nearly complete, and the road 
deck is now being installed.

Industrial Services
•  Working on the conceptual phase of 
the Novo Nordisk project in North 
Carolina. This is part of an upward 
trend we are seeing in manufacturing 
and life sciences opportunities.  

•  Received an EPCM contract for the 
Hexcel Lindberg Project. This is a 
grassroots single polyacrylonitrile 
(PAN) line and single carbon fiber
line manufacturing facility in France. 

•  Renewed our agreement with  
Procter & Gamble to provide 
plant engineering and construction 
management services at multiple
P&G facilities across the United States. 

•  We also renewed our facilities 
management services contract
with IBM. 

•  Renewed the maintenance contract 

for the heavy-haul railway serving the 
Rio Tinto iron ore mine in Australia. 
This is Fluor’s longest continuous 
project, which was first awarded
in 1968.

14

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Industrial &
Infrastructure

New Awards

Backlog

3
.
0
1

5
.
6

2
.
7

6
.
5

3
.
3

2
.
3

Design. Build. Deliver.

8
6
4

6
8
3

7
2
2

2013

2014

2015

2013

2014

2015

New Awards & Backlog

(Dollars in Billions)

Segment Profit

(Dollars in Millions)

Horseshoe Project,
Dallas, Texas

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2015 Annual Report

Showa Denko PFC 75 Project, 
Ridgeville, South Carolina

Tappan Zee Bridge Project, 
Hudson River, New York

16

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Mining
•  Completed the Cerro Verde copper 
mine facilities expansion project in 
Peru. This is the largest one-time 
concentrator build at 240 ktpd 
(in commissioning). The project 
exceeded performance in all areas  
of safety, cost, schedule and plant 
ramp-up. Final completion is 
expected in Q1 2016.

•  Completed our iron ore expansion 

projects for BHP Billiton in Australia. 
These were part of our FAST 
joint venture.

•  Completed the integrated Ma’aden 
aluminum complex in Saudi Arabia. 
Fluor provided PMC on the project 
in addition to leading efforts to 
complete the alumina refinery
and downstream aluminium 
rolling facilities. 

•  Awarded and currently developing 

major FEED packages for large copper 
concentrator projects in Chile/Peru 
and two FEED packages for bauxite 
mines in West Africa. 

Design. Build. Deliver.

The Outlook

Populations and economies 
around the world will
continue to grow. Global 
urbanization will march
ahead at a rampant pace. 

Inevitably, these trends will increase the demand for 
commodities, which will drive growth in mining, industrial 
facilities and infrastructure. Fluor is ready to deliver. We have  
the broad capabilities and deep relationships in place now to  
be the partner of choice when economic conditions improve
and major projects are approved.

Fluor is helping clients meet their difficult challenges now, 
and we expect these efforts will further solidify our leadership 
position over the coming years. In infrastructure, we believe 
some of our greatest growth opportunities lie overseas, and 
we are working to expand our project portfolio into Canada, 
Europe, the Middle East and India. Encouraged by the recent 
agreement on a U.S. federal bill for long-term highway funding, 
we see domestic opportunities as well. 

Another positive is in Industrial Services, where we are seeing 
increased investment in manufacturing, a powerful positive 
indicator that demand for our services will increase.

For decades, Fluor has built strong relationships with the world’s 
top-tier mining companies. While today’s commodity pricing 
environment discourages large-scale expansion and capital 
spend, Fluor is assisting key Mining & Metals clients with their 
long-term planning and future capacity additions as existing 
resources dwindle. We are working with our key clients on 
several significant studies, with a view to quantifying the next 
generation of capital-efficient mine facilities. The ability to work 
closely on early-phase concepts and quantification positions 
us well for the execution phase of project development, while 
placing us in a position of being able to understand and respond 
to our clients’ changing needs.

45419txt.indd   17

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2015 Annual Report

Government

Much like commercial markets, Fluor’s government clients are facing 
formidable economic challenges. They must find ways to operate effectively 
in an ever-changing landscape of debt ceilings, budget shortfalls and major 
program cancellations. Fluor can help them successfully navigate this 
landscape in ways no other services company can. 

We bring together government experience and expertise with 
the commercial capabilities that distinguish Fluor – operational 
competencies, scalable solutions, a global footprint and supply 
chain, and execution excellence – in an integrated package 
tailored to clients in the public sector. 

We are the ideal services partner for U.S. and international 
government agencies in federal energy, environmental and 
security operations; advanced research; defense services 
and intelligence infrastructure support; construction; and job 
training, with an unmatched reputation for ethics and integrity. 

Our offerings include a wide array of services such as operations 
and management of critical government facilities and job corps 
centers; cleanup and restoration of legacy nuclear materials 
and weapons sites; federal lab management; and augmentation 
for event-driven military, humanitarian and disaster response 
efforts, as well as domestic and international clients, and those in 
classified agencies. In short, we do difficult and complex things 
in remote and challenging environments, while making things 
better for all we serve. 

While we are well differentiated, we also are keenly aware that 
our clients require the most cost-competitive solutions. During 
2015, we focused on developing pricing models that allow us 
to offer winning pricing strategies that deliver cost savings as 
well as assured long-term value. 

We have made positive strides toward the lateral 
diversification of our business by migrating the things we 
do best into new capabilities to serve adjacent markets and 
clients. A few examples include our work for the Department 
of Energy’s Strategic Petroleum Reserve, the Magnox Nuclear 
Decommissioning Agency in the United Kingdom, infrastructure 
construction in Iraq under the U.S. Foreign Military Sales 
program, and secured services with U.S. classified clients.
We continue to add competencies that allow us to expand  
that diversification into new markets, and deliver more
value and better client solutions.

2015 Major Market Milestones:

Contingency
•  Assisted the U.S. government in adapting the Logistics 

Civil Augmentation Program (LOGCAP) model to establish 
contractor support – on a regional basis – to the Combatant 
Commands (COCOMs), which are specified command 
authorities within the Department of Defense. Our success 
in Africa with the Ebola fast-response mobilization, in 
which we were able to leverage our position on an existing 
LOGCAP task order to quickly and effectively deploy to 
affected countries within a few days, played a significant 
role in our award of the AFRICOM (Africa) and SOUTHCOM 
(South America) COCOMs. This gives us the potential to be 
involved with military operations in these regions. 

Environmental / Nuclear
•  Significantly expanded our scope on the Portsmouth 
project in Ohio. Adding to our decontamination and 
decommissioning work, Fluor was awarded the EPC for 
a new 100-acre onsite facility for storage and disposal of 
radioactive waste, a project that is allowing us to create
jobs in an area with high unemployment. We have
performed permitting and licensing, and have broken
ground on the facility.  

•  Awarded a contract to manage multiple labs for Canadian 
Nuclear Laboratories. This win is the result of our strategy 
to build Fluor’s portfolio of lab work internationally and 
with the Department of Energy in the United States. 

Services
•  Awarded a contract to construct foundations and 

buildings for a munitions plant in Virginia.   

•  Continued to grow secure construction portfolio 

with work for clients in the classified space.

18

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45419txt.indd   19

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2015 Annual Report

Power

A number of factors and trends continue to drive business for the Power 
group. In North America, there is an unprecedented abundance of natural 
gas and a regulatory environment intent on reducing coal-fired generation. 
In 2015, we continued to see gas projects replacing traditional coal-fired 
power plants. We also are seeing other energy sources gaining traction, 
primarily renewables and nuclear. Fluor has the experience to succeed 
in this environment.

We are established in gas and solar 
markets, and we have become a true full-
spectrum nuclear provider. The nation’s 
top nuclear operators rely on Fluor 
for a wide range of projects, including 
construction of new facilities, handling 
maintenance and capital upgrades of 
existing facilities, providing laboratory 
services, and decommissioning closed 
units. We also continue to lead the way 
in developing the next generation of 
small modular reactor (SMR) technology 
through our NuScale business. 

2015 Major Market 
Milestones:

Gas
•  Selected for the EPC and 
commissioning for a new 
1,600-megawatt gas-fired
combined cycle plant for 
Dominion in Virginia. 

•  Fluor is currently under contract 
for over 5,300 megawatts of new
gas-fired generation, including
the three largest natural gas–fired 
combined cycle power plants in 
the United States.

Power Services
•  Awarded a five-year agreement for engineering, 

maintenance and modifications, and facility services at 
Luminant’s Comanche Peak nuclear power plant in Texas.

Nuclear
•  Awarded two subcontracts by Westinghouse with an 

aggregate value of $5 billion to manage the construction 
of two nuclear power plant projects in Georgia and South 
Carolina. This award is another demonstration of the power 
industry’s strong confidence in Fluor’s ability to manage 
construction of today’s most complex mega-projects.  

•  Continued to perform FEED work on North Anna Unit 3

for Dominion in Virginia. 

NuScale
•  Our NuScale business continued its positive progress.

We are on track to submit our application to the Nuclear 
Regulatory Commission for reactor design certification 
certification at the end of 2016. This is an important step 
in our long-term vision to secure Fluor’s future in nuclear 
energy. The Department of Energy shares our vision and has 
rewarded our commitment by funding 43% of the program, 
making Fluor the only developer of SMR technology with 
DOE funding. 

•  Through our 25 member NuScale Advisory Board, we are 
building relationships with prospective customers now so 
that we are ready to take orders for our first deployment of 
this technology. 

•  The United Kingdom has increased funding of SMR R&D with 

a goal to identify the best value SMR design technology.

20

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Design. Build. Deliver.

NuScale SMR control room simulator, 
Corvallis, Oregon

7
.
6

0
.
6

7
7

5
6

New Awards

Backlog

0
.
5 2
.
1

1
.
2

1
.
1

8
-

2013

2014

2015

2013

2014

2015*

New Awards & Backlog

Profit from Power EPCM Projects

(Dollars in Millions)

(Dollars in Millions)

0
8

3
5

6
4

1
3

2
1

8
8
8
8
-
-

2013

2014

2015

2013

2014

2015*

NuScale Investment

(Dollars in Millions)

Segment Profit

(Dollars in Millions)

The Outlook

The United States power 
grid is still heavily dependent 
on coal. Power providers are 
responding to the market and 
changing this by shutting down 
lower-efficiency coal plants and 
replacing them with new high-
efficiency combined-cycle
gas plants and nuclear facilities. 

The power sector is in the early stages 
of a multi-year investment cycle for 
building these plants. We are seeing 
multiple projects going forward every 
year, and Fluor has the strength and 
capabilities to compete for and win a 
good share of these. 

Additionally, we are vigorously seeking 
business overseas, and we expect an 
increasing portion of our future growth 
to result from international interest in gas 
plants and nuclear facilities. 

*Results include $60 million in charges related to increased costs on a gas-fired power facility in Brunswick County, Virginia.

21

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2015 Annual Report

Global Services

Global Services is key to our integrated offering across all Fluor business 
groups. Our equipment services business, AMECO, is integral to the delivery 
of major capital construction projects both for Fluor and external clients.
Our equipment, tools and asset management solutions are helping clients
drive capital efficiency. Increasingly, they rely on us for efficient fleet 
management and assured uptime, so they can focus their investments,
energy and resources on their own core businesses.

In response to the continued downturn 
in commodity markets in 2015, we took 
appropriate steps to streamline our 
business. We reduced the size of our fleet 
to optimal levels that enabled us to serve 
our clients and meet our commitments, 
while also maintaining the flexibility to 
mobilize our fleet anywhere in the world 
where volume demands it. 

We also pursued opportunities to offer 
our clients even more single-source 
integration. We added ancillary services 
that complement our traditional business, 
where our expertise can bring immediate 
value. In mining, we added hauling 
services to enhance our equipment rental 
contracts. We also added an integrated 
scaffolding offering for Fluor construction 
projects that enables cost and schedule 
efficiencies and control for projects, while 
capturing revenue that was traditionally 
contracted to outside vendors. We 
invested in larger cranes to align with 
the larger-scale demands typical of Fluor 
construction projects, and we continue to 
offer blast-resistant air shelters providing 
a sheltered, safe work environment for  
on-site craft laborers.

Our integrated staffing and workforce 
business, TRS Staffing Solutions (TRS), 
supports Fluor, its clients, and major 
businesses globally. Talented individuals 
are the most important element 
determining business profitability, and 
TRS has devoted the last 30-plus years 
to finding the talent Fluor and its clients 
need to make their businesses stand out 
as being among the best in the world. 

Today, with a workforce of more than 
4,000 contingent workers, TRS provides 
the capability to deliver a team of craft 
workers to a construction build anywhere 
in the United States, or diversified teams 
of several hundred multi-skilled disciplines 
to a construction and commissioning 
need in the Middle East. Equally, 
our expertise may be called upon to 
supply a specialist engineer or senior 
director needed at short notice to 
meet a challenging project/asset or  
business requirement.

Through a strategy of diversification
and offering our clients a flexible lower-
cost contingent workforce option, TRS 
has continued to grow through 2015, 
expanding into new geographical areas 
and new industries, and introducing new 
services for the benefit of our global 
client base.

6
0
6

1
8
5

9
9
4

2013

2014

2015

Revenue

(Dollars in Millions)

3
2
1

3
8

5
4

2013

2014

2015

Segment Profit

(Dollars in Millions)

22

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Design. Build. Deliver.

North West Redwater Refinery 
Alberta, Canada 

2015 Major Market Milestones:

The Outlook

Equipment
•  Provided integrated support for major self-perform projects across Fluor 
segments, such as Fort Hills oil sands, the North West Redwater refinery, 
Duke Energy projects, Kearl Oil Sands, and more.

•  Five-year renewal to provide fleet services for Caribbean Broilers in Jamaica.

•  Five-year renewal of a mining services contract with BHP Billiton at

Minera Escondida in Antofagasta, Chile.

•  Mining services renewals with Sierra Gorda copper-molybdenum 

mine and the Maricunga Gold Mine in Chile.

Staffing
•  TRS provided integrated support for major Fluor projects such as the SASOL 

Lake Charles refinery build, in the Middle East with KOC and KNPC in Kuwait, 
and as the managed services provider to the Fluor consortium (IXAS Zuid-Oost 
BV), which is constructing a section of highway in the Netherlands. 

•  2015 also saw TRS opening a new office in Kuala Lumpur, Malaysia,

and commencing their support for the RAPID project. 

As with all Fluor segments, 
depressed global markets
are causing ongoing project
delays, which will continue
to be a challenge for our
Global Services business.
Regardless of conditions
in 2016, we are confident
in the continued health of
our business.

We have a strong offering, a proven 
track record, and good, long-standing 
relationships. We are well-equipped to 
serve our clients now, and we are poised 
to grow when conditions improve and 
capital spend increases. We will continue 
to deliver – maintaining our scope of 
services and expanding our integrated 
offering with peripheral services – 
wherever we see opportunities.

23

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2015 Annual Report

New Awards and Backlog Data

NEW AWARDS BY SEGMENT

Year Ended December 31

2015
2015

2014

2013

($ in millions)

Oil & Gas

Industrial & Infrastructure

Government

Power

$  11,270
$  11,270

3,191
3,191

1,429 
1,429 

5,956
5,956

52%

15%

6%

27%

$  19,745

 3,280

 4,693

 1,113

69%

11%

16%

4%

$  13,082

6,457

 4,047

 1,500

52%

26%

16%

6%

Total New Awards

$  21,846
$  21,846

100%

$  28,831

100%

$  25,086

100%

NEW AWARDS BY REGION

Year Ended December 31

($ in millions)

United States

Europe, Africa and Middle East

Americas (non-U.S.)

Asia Pacific
(includes Australia)

Total New Awards

BACKLOG BY SEGMENT

Year Ended December 31

($ in millions)

Oil & Gas

Industrial & Infrastructure

Government

Power

Total Backlog

BACKLOG BY REGION
Year Ended December 31

($ in millions)

United States

Europe, Africa and Middle East

Americas (non-U.S.)

Asia Pacific
(includes Australia)

Total Backlog

2015
2015

2014

2013

$  11,343
$  11,343

6,003
6,003

 3,892
 3,892

 608 
 608 

52%

27%

18%

3%

$   8,480 

6,552

10,582

 3,217

29%

23%

37%

11%

$   9,369 

7,941

 6,271

 1,505

37%

32%

25%

6%

$  21,846
$  21,846

100%

$  28,831

100%

$  25,086

100%

2015
2015

2014

2013

$  28,796 
$  28,796 

 5,600
 5,600

 3,560
 3,560

 6,741
 6,741

64%

13%

8%

15%

$  28,493

 7,194

 4,741

 2,054

67%

17%

11%

5%

$  20,163 

 10,332 

 2,405 

 2,007 

58%

29%

7%

6%

$  44,697 
$  44,697 

100%

$  42,482 

100%

$  34,907 

100%

2015
2015

2014

2013

$  18,138 
$  18,138 

 13,351
 13,351

 10,530
 10,530

 2,678
 2,678

41%

30%

23%

6%

$  14,424 

12,211

 12,694

 3,153

34%

29%

30%

7%

$  12,664 

 11,363

 8,350

 2,530 

36%

33%

24%

7%

$  44,697
$  44,697

100%

$  42,482 

100%

$  34,907 

100%

24

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Selected Financial Data
CONSOLIDATED OPERATING RESULTS

Year Ended December 31

20152015

2014 

2013 

2012 

2011

Design. Build. Deliver.

(in millions, except per share and employee information)

Total revenue
Earnings from continuing operations before taxes
Amounts attributable to Fluor Corporation:
Earnings from continuing operations
Loss from discontinued operations, net of taxes
Net earnings

Basic earnings (loss) per share attributable 
to Fluor Corporation:

$ $ 

$ $ 

418.2
418.2
(5.7)
(5.7)
412.5
412.5

Earnings from continuing operations
Loss from discontinued operations, net of taxes
Net earnings

$ $ 

$ $ 

2.892.89
(0.04)
(0.04)
2.852.85

Diluted earnings (loss) per share attributable 
to Fluor Corporation:

Earnings from continuing operations
Loss from discontinued operations, net of taxes
Net earnings

Cash dividends per common share declared
Return on average shareholders’ equity

CONSOLIDATED FINANCIAL POSITION
Current assets
Current liabilities
Working capital
Property, plant and equipment, net
Total assets
Capitalization

3.375% Senior Notes
3.5% Senior Notes
1.5% Convertible Senior Notes
Other debt obligations
Shareholders’ equity

Total capitalization
Total debt as a percent of total capitalization
Shareholders’ equity per common share
Common shares outstanding at year end

OTHER DATA
New awards
Backlog at year end
Capital expenditures
Cash provided by operating activities
Cash provided (utilized) by investing activities
Cash utilized by financing activities
Employees at year end

Salaried employees
Craft/hourly employees

Total employees

18,143.0
$ $ 18,143.0
726.6
726.6

$ 21,531.6 
1,204.9 

$ 27,351.6 
  1,177.6 

$ 27,577.1 
733.5 

$ 23,381.4
  1,001.8

$ 

$ 

$ 

$ 

$ 

$ 
$ 

715.5 
(204.6) 
510.9 

4.54 
(1.30) 
3.24 

4.48 
(1.28) 
3.20 
0.84 
20.1% 

$ 

$ 

$ 

$ 

$ 

$ 
$ 

 667.7 
 — 
 667.7 

 4.11 
 — 
4.11 

 4.06 
 — 
4.06 
0.64 
18.6% 

$ 

$ 

$ 

$ 

$ 

$ 
$ 

456.3 
— 
456.3 

2.73 
— 
2.73 

2.71 
— 
2.71 
 0.64 
13.0% 

$ $ 

$ $ 
$ $ 

2.852.85
(0.04)
(0.04)
2.812.81
0.840.84
13.6%13.6%

$ $  5,278.3
5,278.3
2,935.4
2,935.4
2,342.9
2,342.9
892.3
892.3
7,631.5
7,631.5

497.5
497.5
495.2
495.2
——
——
2,997.3
2,997.3
3,990.0
3,990.0

$  5,758.0 
3,330.9 

2,427.1 
980.3 
8,194.4 

497.0 
494.6 
18.3 
10.4 
3,110.9 
4,131.2 

$  6,003.7 
3,407.2 

  2,596.5 
967.0 
  8,323.9 

496.6 
— 
18.4 
11.4 
3,757.0 
  4,283.4 

$  6,094.1 
3,887.1 

  2,207.0 
951.3 
  8,276.0 

496.2 
— 
18.5 
26.3 
  3,341.3 
  3,882.3 

$ 

$ 

$ 

$ 

$ 

$ 
$ 

 593.7
 —
 593.7

 3.44
 —
3.44

 3.40
 —
 3.40
 0.50
17.4%

$  5,878.7
  3,838.2 

  2,040.5
921.6
  8,268.4

495.7
—
19.5
17.8
  3,395.5
  3,928.5

$ $ 

24.9%24.9%

21.56
21.56
139.0
139.0

24.7% 

12.3% 

13.9% 

13.6%

$ 

20.93 
148.6 

$ 

23.29 
161.3 

$ 

20.58 
162.4 

$ 

20.09
169.0

$ $ 21,846.2
21,846.2
44,697.1 
44,697.1 
240.2
240.2
849.1
849.1
(66.5)
(66.5)
(728.2)
(728.2)

$ 28,831.1 
 42,481.5 
324.7 
642.6 
(199.1) 
(666.4) 

$ 25,085.6 
  34,907.1 
288.5 
788.9 
(234.6) 
(369.6) 

$ 27,129.2 
  38,199.4 
254.7 
603.8 
(13.7) 
(616.6) 

27,195
27,195
11,563
11,563
38,758
38,758

27,643 
9,865 
37,508 

29,425 
8,704 
38,129 

32,592 
8,601 
41,193 

$ 26,896.1
  39,483.7
338.2
889.7
(436.4)
(395.8)

33,252
9,835
43,087

Net earnings attributable to Fluor Corporation in 2015 included a pre-tax pension settlement charge of $240 million (or $1.04 per diluted share); a pre-tax loss 
of $60 million (or $0.26 per diluted share) (including the reversal of previously recognized profit) resulting from forecast revisions for a large gas-fired power 
plant in Brunswick County, Virginia; and a pre-tax gain of $68 million (or $0.30 per diluted share) related to the sale of 50 percent of the company’s ownership 
interest in its principal operating subsidiary in Spain to facilitate the formation of an Oil & Gas joint venture. 

See page 33 of our Form 10-K for all explanatory footnotes relating to this selected financial data.

25

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2015 Annual Report

Board of Directors

Deborah D. McWhinney
Former Chief Executive Officer and 
Chief Operating Officer of Global Enterprise 
Payments at Citigroup Inc.; Director of IHS 
Inc. and Lloyd’s Banking Group (2014) (2) (4)

Armando J. Olivera
Former President and Chief Executive 
Officer of Florida Power & Light Company; 
Director of AGL Resources, Inc.,  
Consolidated Edison, Inc.  
and Lennar Corporation (2012) (3) (4)

Matthew K. Rose
Executive Chairman, Burlington Northern  
Santa Fe, LLC; Director of AT&T, Inc.
(2014) (2) (4)

From left to right:

Lynn C. Swann
President, Swann, Inc.; Trustee of American 
Homes 4 Rent and Director of Caesars 
Entertainment Corporation (2013) (2) (3)

David T. Seaton
Chairman and Chief Executive Officer 
of the Company; Director of The Mosaic 
Company (2011) (1)

Rosemary T. Berkery 
Vice Chairman, UBS Wealth  
Management Americas; Chairman,  
UBS Bank USA (2010) 

Nader H. Sultan
Senior Partner, F & N Consulting Company; 
former Chief Executive Officer and Deputy 
Chairman of Kuwait Petroleum Corporation; 
Non-Executive Chairman of Ikarus 
Petroleum Industries Company
(2009) (2) (3) 

Peter K. Barker 
Former California Chairman, JP Morgan 
Chase & Co.; Director of Avery Dennison 
Corporation and Franklin Resources, Inc.  
(2007) (1) (2) (4) 

Peter J. Fluor
Fluor’s Lead Independent Director; 
Chairman and Chief Executive Officer 
of Texas Crude Energy, LLC; Director of 
Anadarko Petroleum Corporation and 
Cameron International Corporation 
(1984) (1) (3) (4)

Alan M. Bennett
Former President and Chief Executive  
Officer of H & R Block, Inc.; Director 
of Halliburton Company and The TJX 
Companies, Inc. (2011) (1) (2) (3)

Admiral Joseph W. Prueher
U.S. Navy (retired); former United States  
Ambassador to the People’s Republic 
of China; Director of Armada Hoffler 
Properties, Inc. and Emerson Electric Co. 
(2003) (1) (3) (4)

Years in parentheses indicate the year
each director was elected to the Board.   
(1) Executive Committee–David T. Seaton, Chairman;  
(2) Audit Committee–Peter K. Barker, Chairman;  
(3) Governance Committee–Alan M. Bennett, Chairman;   
(4)  Organization and Compensation Committee–  

Peter J.  Fluor, Chairman

26

45419txt.indd   26

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Officers

Design. Build. Deliver.

From left to right:

Jose-Luis Bustamante
Executive Vice President, 
Business Development and Strategy (1990) 

David T. Seaton
Chairman and Chief Executive Officer (1985)

Garry W. Flowers
Executive Vice President, 
Project Support Services (1978)

Ray F. Barnard
Executive Vice President, 
Systems and Supply Chain (2002)

Biggs C. Porter
Executive Vice President and 
Chief Financial Officer (2012)

Peter Oosterveer
Chief Operating Officer (1989)

Bruce A. Stanski
Group President, Government (2009)

Glenn C. Gilkey
Executive Vice President, Human Resources 
and Administration (1988)

Carlos M. Hernandez
Executive Vice President, Chief Legal Officer
and Secretary (2007)

This officer information is presented as of 
December 31, 2015. Years in parentheses
indicate the year each officer joined Fluor.

45419txt.indd   27

27

2/29/16   10:02 AM

2015 Annual Report

Design.
Design.
Build.
Build.
Deliver.
Deliver.

28

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2/29/16   10:02 AM

2015 Form 10-K

UNITED  STATES
SECURITIES AND EXCHANGE  COMMISSION
Washington,  D.C. 20549
Form 10-K
(cid:2) ANNUAL REPORT PURSUANT  TO  SECTION 13  OR 15(d)  OF  THE  SECURITIES  EXCHANGE  ACT  OF 1934

For the fiscal year ended December 31,  2015

or

(cid:2) TRANSITION REPORT PURSUANT TO SECTION  13  OR  15(d)  OF  THE SECURITIES  EXCHANGE  ACT

OF 1934

For the transition period from 

 to 

Commission file number: 1-16129

FLUOR CORPORATION
(Exact name of  registrant as  specified in  its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

6700 Las Colinas Boulevard
Irving, Texas
(Address of principal executive offices)

33-0927079
(I.R.S. Employer
Identification No.)

75039
(Zip  Code)

469-398-7000
(Registrant’s telephone number, including  area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, $.01 par value  per share

New York Stock  Exchange

Securities registered pursuant to  Section  12(g) of  the  Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes (cid:2) No (cid:2)

Indicate  by  check  mark  if  the  registrant  is  not  required  to  file  reports  pursuant  to  Section  13  or  Section  15(d)  of  the

Exchange Act. Yes (cid:2) No (cid:2)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange  Act  during  the  preceding  12  months  (or  for  such  shorter  period  that  the  registrant  was  required  to  file  such
reports), and (2) has  been subject to such filing requirements  for the past  90 days.  Yes (cid:2) No (cid:2)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such  shorter period  that  the registrant was required  to submit and post  such files). Yes  (cid:2) No (cid:2)

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.  (cid:2)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a  smaller  reporting  company.  See  the  definitions  of  ‘‘large  accelerated  filer,’’  ‘‘accelerated  filer’’  and  ‘‘smaller  reporting
company’’ in Rule 12b-2  of the Exchange  Act.
Large accelerated filer (cid:2)

Smaller reporting company (cid:2)
Indicate  by  check  mark  whether  the  registrant  is  a  shell  company  (as  defined  in  Rule  12b-2  of  the  Exchange  Act).

Non-accelerated  filer (cid:2)

Accelerated filer (cid:2)

Yes (cid:2) No (cid:2)

As of June 30, 2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant

was approximately $7.7 billion based on the  closing  sale  price  as  reported on the New York Stock Exchange.

Indicate  the  number  of  shares  outstanding  of  each  of  the  registrant’s  classes  of  common  stock,  as  of  the  latest

practicable date.

Class

Outstanding at February 11, 2016

Common Stock, $.01 par value  per share

138,917,663 shares

DOCUMENTS INCORPORATED BY REFERENCE

Document

Parts Into Which Incorporated

Portions of the Proxy Statement for the Annual
Meeting of Stockholders to be held on May 5,  2016
(Proxy Statement)

Part III

FLUOR CORPORATION

INDEX TO ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December  31, 2015

PART I

Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.

PART II

Item 5.

Market for Registrant’s Common  Equity,  Related Stockholder Matters  and Issuer

Item 6.
Item 7.

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis  of  Financial  Condition and Results  of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About  Market Risk . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements  with Accountants on Accounting  and Financial
Item 9.

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Directors, Executive Officers  and  Corporate  Governance . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and  Related

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and  Related Transactions, and Director Independence . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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i

Forward-Looking Information

From  time  to  time,  Fluor(cid:3)  Corporation  makes  certain  comments  and  disclosures  in  reports  and
statements, including this annual report on Form 10-K, or statements are made by its officers or directors,
that,  while  based  on  reasonable  assumptions,  may  be  forward-looking  in  nature.  Under  the  Private
Securities  Litigation  Reform  Act  of  1995,  a  ‘‘safe  harbor’’  may  be  provided  to  us  for  certain  of  these
forward-looking  statements.  We  wish  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  various  risks  and  uncertainties  which  could  cause  actual  results  of
operations to differ materially from expectations.

Any forward-looking statements that we may make are based on our current expectations and beliefs
concerning future developments and their potential effects on us. There can be no assurance that future
developments affecting us will be those anticipated by us. Any forward-looking statements are subject to
the risks, uncertainties and other factors 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.

Due  to  known  and  unknown  risks,  our  actual  results  may  differ  materially  from  our  expectations  or
projections. While most risks affect only future cost or revenue anticipated by us, some risks may relate to
accruals that have already been reflected in earnings. Our failure to receive payments of accrued revenue
or  to  incur  liabilities  in  excess  of  amounts  previously  recognized  could  result  in  a  charge  against  future
earnings. As a result, the reader is cautioned to recognize and consider the inherently uncertain nature of
forward-looking statements and not to  place  undue reliance on them.

These factors include those referenced or described in this Annual Report on Form 10-K (including in
‘‘Item  1A.  —  Risk  Factors’’).  We  cannot  control  such  risk  factors  and  other  uncertainties,  and  in  many
cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially
from those indicated by the forward-looking statements. You should consider these risks and uncertainties
when you are evaluating us and deciding whether to invest in our securities. Except as otherwise required
by law, we undertake no obligation to publicly update or revise our forward-looking statements, whether as
a result of new information, future events or  otherwise.

Defined Terms

Except  as  the  context  otherwise  requires,  the  terms  ‘‘Fluor’’  or  the  ‘‘Registrant’’  as  used  herein  are
references  to  Fluor  Corporation  and  its  predecessors  and  references  to  the  ‘‘company,’’  ‘‘we,’’  ‘‘us,’’  or
‘‘our’’ as used herein shall include Fluor  Corporation, its consolidated subsidiaries  and divisions.

Item 1. Business

PART I

Fluor  Corporation  was  incorporated  in  Delaware  on  September  11,  2000  prior  to  a  reverse  spin-off
transaction  involving  the  company’s  coal  business.  However,  through  our  predecessors,  we  have  been  in
business  for  over  a  century.  Our  principal  executive  offices  are  located  at  6700  Las  Colinas  Boulevard,
Irving, Texas 75039, and our telephone number is  (469) 398-7000.

Our common stock currently trades on the New York Stock Exchange under the ticker symbol ‘‘FLR’’.

Fluor  Corporation  is  a  holding  company  that  owns  the  stock  of  a  number  of  subsidiaries.  Acting
through  these  subsidiaries,  we  are  one  of  the  largest  professional  services  firms  providing  engineering,
procurement,  construction,  fabrication  and  modularization,  commissioning  and  maintenance  as  well  as
project management services on a global basis. We are an integrated solutions provider for our clients in a
diverse  set  of  industries  worldwide  including  oil  and  gas,  chemicals  and  petrochemicals,  transportation,
mining  and  metals,  power,  life  sciences  and  manufacturing.  We  are  also  a  service  provider  to  the  U.S.

1

federal  government  and  governments  abroad;  and  we  perform  operations  and  maintenance  activities
globally for major industrial clients.

Our  business  is  aligned  into  five  principal  segments.  The  five  segments  are  Oil  &  Gas,  Industrial  &
Infrastructure,  Government,  Global  Services  and  Power.  Fluor  Constructors  International,  Inc.,  which  is
organized  and  operates  separately  from  the  rest  of  our  business,  provides  unionized  management  and
construction  services  in  the  United  States  and  Canada,  both  independently  and  as  a  subcontractor  on
projects  in  each  of  our  segments.  Financial  information  on  our  segments,  as  defined  under  accounting
principles  generally  accepted  in  the  United  States,  is  set  forth  on  page  F-46  of  this  annual  report  on
Form  10-K  under  the  caption  ‘‘Operating  Information  by  Segment,’’  which  is  incorporated  herein  by
reference.

Competitive Strengths

As an integrated world class solutions provider of engineering, procurement, construction, fabrication,
maintenance  and  project  management  services,  we  believe  that  our  business  model  allows  us  the
opportunity  to  bring  to  our  clients  on  a  global  basis  capital  efficient  business  offerings  that  combine
excellence  in  execution,  safety,  cost  containment  and  experience.  In  that  regard,  we  believe  that  our
business strategies, which are based on certain of our core competencies, provide us with some significant
competitive advantages:

Excellence in Execution Given our proven track record of project completion and client satisfaction,
we believe that our ability to design, engineer, construct, commission and manage complex projects often
in geographically challenging locations gives us a distinct competitive advantage. We strive to complete our
projects meeting or exceeding all client specifications. In an increasingly competitive environment, we are
also  continually  emphasizing  cost  and  schedule  controls  so  that  we  meet  our  clients’  performance
requirements as well as their schedule  and budgetary  needs.

Financial  Strength We  believe  that  we  are  among  the  most  financially  sound  companies  in  our
industry. We strive to maintain a solid financial condition, placing an emphasis on having a strong balance
sheet  and  an  investment  grade  credit  rating.  Our  financial  strength  provides  us  a  valuable  competitive
advantage  in  terms  of  access  to  surety  bonding  capacity  and  letters  of  credit  which  are  critical  to  our
business. Our strong balance sheet also allows us to fund our strategic initiatives, pay dividends, repurchase
stock, pursue opportunities for growth and  better manage  unanticipated  cash flow variations.

Safety One of our core values and a fundamental business strategy is our constant pursuit of safety.
The maintenance of a safe and secure workplace is a key business driver for us and our clients. In the areas
in which we provide our services, we have delivered and continue to deliver excellent safety performance,
with our safety record being better than the industry average. In our experience, whether in an office or at
a job-site, a safe environment decreases risks, assures a proper environment for all workers, enhances their
morale  and  improves  their  productivity,  reduces  project  cost  and  generally  improves  client  relations.  We
believe that our safety record is one of  our most distinguishing features.

Global  Execution  Platform As  the  largest  U.S.-based,  publicly-traded  engineering,  procurement,
construction,  fabrication  and  maintenance  company,  we  have  a  global  footprint  with  employees  situated
throughout the world. Our global presence allows us to build local relationships that permit us to capitalize
on  opportunities  near  these  locations.  It  also  allows  us  to  mobilize  quickly  to  project  sites  around  the
world.

Market Diversity The company serves multiple markets across a broad spectrum of industries across
the  globe  and  offers  a  wide  variety  of  engineering,  procurement,  construction,  fabrication  and
modularization,  commissioning  and  maintenance  services.  We  feel  that  our  market  diversity  is  a  key
strength of our company that helps to mitigate the impact of the cyclicality in the markets we serve. Just as
important,  our  concentrated  attention  on  market  diversification  allows  us  to  achieve  more  consistent
growth  and  deliver  solid  returns.  We  believe  that  our  continued  strategy  of  maintaining  a  good  mixture
within our entire business portfolio permits us to both focus on our more stable business markets and to

2

capitalize on developing our cyclical markets when the timing is appropriate. This strategy also allows us to
better weather any downturns in a specific market by  emphasizing markets that are strong.

Client Relationships Our culture is based on putting the customer at the center of everything we do.
We  actively  pursue  relationships  with  new  clients  while  at  the  same  time  building  on  our  long-term
relationships  with  existing  clients.  We  continue  to  believe  that  long-term  relationships  with  existing,
sometimes decades-old, clients serves us well by allowing us to better understand and be more responsive
to their requirements. Regardless of whether our clients are new or have been with us for many years, our
ability to successfully foster relationships  is a  key  driver to the success of our business.

Risk  Management We  believe  that  our  ability  to  assess,  understand,  gauge,  mitigate  and  manage
project risk, especially in difficult locations or circumstances or in a complicated contracting environment,
provides  us  with  a  proven  ability  to  deliver  the  project  certainty  our  clients  demand.  We  have  an
experienced management team, and utilize a systematic and disciplined approach towards managing risks.
We  believe  that  our  comprehensive  risk  management  approach  allows  us  to  better  control  costs  and
schedule, which in turn leads to clients  who  are satisfied  with the delivered product.

Integrated  Solutions Through  our  integrated  solutions  offering,  we  can  deliver  to  clients  our  broad
range  of  engineering,  procurement,  construction,  fabrication,  equipment  services,  maintenance  and
management services and offerings in an integrated package. This approach spans the entire lifecycle of a
project  —  from  initial  scoping  and  front  end  engineering  to  construction,  fabrication,  equipment  and
supply  chain  to  post-completion  operations  and  maintenance  —  thereby  allowing  us  to  bring  our  full
breadth  of  resources  to  better  solve  client  challenges  and  create  opportunities.  Our  integrated  solutions
approach allows us to exercise better overall control of a project, in collaboration with our clients, which in
turn results in more predictable and profitable results while enhancing the value, safety and efficiencies we
can bring to a project. We believe we are one of the few industry players who have the capability to deliver
integrated solutions to our client, which we believe  is a clear  differentiator for  us.

General Operations

Our  services  fall  into  six  broad  categories:  engineering,  procurement,  construction,  fabrication,
maintenance  and  project  management.  We  offer  these  services  independently  as  well  as  on  a  fully
integrated  basis.  Our  services  can  range  from  basic  consulting  activities,  often  at  the  early  stages  of  a
project, to complete design-build and maintenance contracts.

(cid:129) In  engineering,  our  expertise  ranges  from  traditional  engineering  disciplines  such  as  piping,
mechanical,  electrical,  control  systems,  civil,  structural  and  architectural  to  advanced  engineering
specialties including process engineering, chemical engineering, simulation, enterprise integration,
integrated automation processes and interactive 3-D modeling. As part of these services, we often
provide  master  planning  and  conceptual  design  services,  which  allow  us  to  align  each  project’s
function, scope, cost and schedule with the client’s objectives in order to optimize project success.
Also  included  within  these  services  are  such  activities  as  feasibility  studies,  project  development
planning,  technology  evaluation,  risk  management  assessment,  global  siting,  constructability
reviews, asset optimization and front-end engineering.

(cid:129) Our  procurement  organization  offers  traditional  procurement  services  as  well  as  supply  chain
solutions aimed at improving product quality and performance while also reducing project cost and
schedule.  Our  clients  benefit  from  our  global  sourcing  and  supply  expertise,  global  purchasing
power,  technical  knowledge,  processes,  systems  and  experienced  global  resources.  Our  traditional
procurement  activities  include  strategic  sourcing,  material  management,  contracts  management,
buying, expediting, supplier quality inspection and  logistics.

(cid:129) In  construction,  we  mobilize,  execute,  commission  and  demobilize  projects  on  a  self-perform  or
subcontracted basis. Generally, we are responsible for the completion of a project, often in difficult
locations  and  under  challenging  circumstances.  We  are  frequently  designated  as  a  program
manager,  where  a  client  has  facilities  in  multiple  locations,  complex  phases  in  a  single  project

3

location, or a large-scale investment in a facility. Depending upon the project, we often serve as the
primary contractor or we may act as a subcontractor to another party.

(cid:129) We  also  provide  a  variety  of  fabrication  and  modularization  services,  including  integrated
engineering  and  modular  fabrication  and  assembly,  modular  construction  and  asset  support
services. We offer a range of options designed to meet the specific needs of our clients. By operating
self-perform fabrication yards in key regions of the world, our off-site fabrication solutions help our
clients  achieve  cost  and  schedule  savings  by  reducing  on-site  craft  needs  and  shifting  work  to
inherently safer and more controlled  work environments.

(cid:129) Under our operations and maintenance contracts, our clients ask us to operate and maintain large,
complex  facilities  for  them.  We  do  so  through  the  delivery  of  total  maintenance  services,  facility
management,  plant  readiness,  commissioning,  start-up  and  maintenance  technology,  small  capital
projects, turnaround and outage services, all on a global basis. Among other things, we can provide
key management, staffing and management skills to clients on-site at their facilities. Our operations
and  maintenance  activities  also  include  routine  and  outage/turnaround  maintenance  services,
general  maintenance  and  asset  management,  emissions  reduction  technologies  and  services,  and
restorative,  repair,  predictive  and  prevention  services.  In  December  2015,  we  announced  the
acquisition of Stork Holding B.V, a global provider of maintenance, modification and asset integrity
services.  Through  this  acquisition,  we  will  significantly  increase  our  operations  and  maintenance
business while also enhancing our integrated solutions capabilities. This transaction is expected to
close in the spring of 2016.

(cid:129) Project  management,  the  primary  responsibility  of  managing  all  aspects  of  the  effort  to  deliver
projects  on  schedule  and  within  budget,  is  required  on  every  project.  We  are  often  hired  as  the
overall program manager on large complex projects where various contractors and subcontractors
are  involved  and  multiple  activities  need  to  be  integrated  to  ensure  the  success  of  the  overall
project.  Project  management  services  include  logistics,  development  of  project  execution  plans,
detailed  schedules,  cost  forecasts,  progress  tracking  and  reporting,  and  the  integration  of  the
engineering, procurement and construction efforts. Project management is accountable to the client
to deliver the safety, functionality and financial performance requirements of the project.

We  operate in five principal business segments,  as described below.

Oil & Gas

Through our Oil & Gas segment, we have long served the global oil and gas production, processing,
and  chemical  and  petrochemical  industries,  as  an  integrated  solutions  provider  offering  a  full  range  of
design,  engineering,  procurement,  construction,  fabrication  and  project  management  services  to  a  broad
spectrum  of  energy-related  industries.  We  serve  a  number  of  specific  industries  including  chemicals  and
petrochemicals,  downstream  refining,  pipelines,  upstream  oil  and  gas  production,  liquefied  natural  gas
(‘‘LNG’’)  and  offshore  production.  While  we  perform  projects  that  range  greatly  in  size  and  scope,  we
believe that one of our distinguishing features is that we are one of the few companies that have the global
strength and experience to perform extremely large projects in difficult locations. As the locations of large
scale  oil,  gas  and  chemicals  projects  have  become  more  challenging  geographically,  geopolitically  or
otherwise, we believe that clients will continue to look to us based upon our size, strength, global reach,
experience and track-record to manage  their complex projects.

As the global economy becomes increasingly competitive, clients are placing more emphasis on capital
efficient project execution. Also, in many of the countries where we work, clients are requiring more local
content in their projects by mandating use of in-country talent and procurement of in-country goods and
services. To meet these challenges, we continue to expand our footprint in growth regions by establishing
local offices, forming strategic alliances with local partners, and emphasizing local training programs. We
are also increasing our use of distributed execution centers such as our offices in Manila, Cebu and New
Delhi where we can continue to provide  superior services  on a very cost-efficient basis.

4

With each specific project, our role can vary. We may be involved in providing front-end engineering,
program  management  and  final  design  services,  construction  management  services,  self-perform
construction, or oversight of other contractors and we may also assume responsibility for the procurement
of  materials,  equipment  and  subcontractors.  We  have  the  capacity  to  design  and  construct  new  facilities,
upgrade, revamp and expand existing facilities, and rebuild facilities following fires and explosions. We also
provide  consulting  services  ranging  from  feasibility  studies  to  process  assessment  to  project  finance
structuring and studies.

In the upstream sector, our clients need to develop additional and new sources of supply. Our typical
projects in the upstream sector revolve around the production, processing and transporting of oil and gas
resources, including the development of infrastructure associated with major new fields and pipelines, as
well  as  LNG  projects.  We  are  also  involved  in  offshore  production  facilities  and  in  conventional  and
unconventional gas projects in various geographical  locations.

In  the  downstream  sector,  we  continue  to  pursue  significant  global  opportunities  relating  to  refined
products.  Our  clients  are  modernizing  and  modifying  existing  refineries  to  increase  capacity  and  satisfy
environmental requirements. We continue to play a strong role in each of these markets. We also remain
focused  on  markets,  such  as  clean  fuels,  where  an  increasing  number  of  countries  are  implementing
stronger environmental standards.

In  the  chemicals  and  petrochemicals  market,  we  have  been  very  active  for  several  years  with  major
projects involving the expansion of ethylene based derivatives. The most active markets have been in the
United States, Middle East and Asia,  where there is significant  demand for  chemical products.

With  our  partner  Grupo  ICA,  we  maintain  a  joint  venture  known  as  ICA  Fluor,  through  which  we
continue to participate in the Mexican and Central American oil, gas, power, chemical and other markets.

We  are  also  focused  on  meeting  the  fabrication  and  modularization  needs  of  our  clients  through  a
range of on-site and off-site options. We provide self-perform fabrication, integrated modular engineering
fabrication and assembly, modular construction and asset support services to customers around the globe
from  our  joint  venture  yards  in  Mexico,  the  Philippines,  Russia  and  Canada.  In  2015,  we  entered  into  a
joint venture agreement to create an entity known as COOEC Fluor Heavy Industries Co., Ltd. (‘‘CFHI’’),
which will provide us with the ability to produce cost effective and very large fabrication solutions to both
the  on-shore  and  off-shore  markets,  in  a  world-class,  state-of-art  facility  located  near  Zhuhai,  China.
Through  our  procurement  services,  we  also  provide  clients  access  to  many  independent  fabrication
facilities throughout the world.

Industrial & Infrastructure

The  Industrial  &  Infrastructure  segment  provides  design,  engineering,  procurement,  construction,
operations  and  maintenance  and  project  management  services  to  the  transportation,  commercial  and
institutional,  manufacturing,  life  sciences,  mining  and  metals,  telecommunications,  microelectronics  and
water  sectors.  These  projects  often  require  application  of  our  clients’  state-of-the-art  processes  and
intellectual  knowledge.  We  focus  on  providing  our  clients  with  capital  efficiencies  through  solutions  that
seek  to  reduce  costs  and  compress  delivery  schedules.  By  doing  so,  we  are  able  to  complete  our  clients’
projects on a quick and more cost efficient basis. In addition, we also work closely with clients in these and
other  sectors,  including  clients  in  the  oil  and  gas  and  chemicals  industries,  by  providing  operations  and
maintenance services to help them achieve operational improvements at new or existing facilities thereby
allowing our clients to remain focused on  their core business functions.

In transportation, we focus on infrastructure projects, such as roads, highways, bridges and rail, with
particular  interest  in  large,  complex  projects.  We  provide  a  broad  range  of  services  including  consulting,
design, planning, financial structuring, engineering and construction, domestically and internationally. Our
projects may involve the use of public/private partnerships, which allow us to develop and finance deals in
concert with public entities for projects such as toll roads and rail lines that would not have otherwise been
undertaken,  had  only  public  funding  been  available.  And,  from  time  to  time,  we  may  also  be  an  equity

5

investor in such public/private partnership projects. As the global population continues to grow (especially
in emerging countries) and existing infrastructure continues to age (especially in developed countries), we
have won and will continue to pursue  transportation projects on a global basis.

In  manufacturing,  we  provide  design,  engineering,  procurement,  consulting,  construction  and

construction management services to  a  wide variety  of  industries.

In  life  sciences,  we  provide  design,  engineering,  procurement,  construction  and  construction
management services to the pharmaceutical and biotechnology industries. We also specialize in providing
validation and commissioning services where we not only bring new facilities into production but we also
keep  existing  facilities  operating.  The  ability  to  complete  projects  on  a  large  scale  basis,  especially  in  a
business  where  time  to  market  is  critical,  allows  us  to  better  serve  our  clients  and  is  a  key  competitive
advantage.

In  mining  and  metals,  we  provide  a  full  range  of  services  to  the  iron  ore,  copper,  diamond,  gold,
nickel, alumina, aluminum and other commodity-based industries. These services include feasibility studies
through detailed engineering, design, procurement, construction, and commissioning and start-up support.
We see many of these opportunities being developed in extreme altitudes, topographies and climates, such
as the Andes Mountains, Mongolia, Western Australia and Africa. We are one of the few companies with
the size and experience to execute large  scale mining and metals projects in these  difficult locations.

Activities  in  the  operations  and  maintenance  markets  include  providing  facility  start-up  and
management, plant and facility maintenance, operations support and asset management services to the oil
and gas, chemicals, life sciences, mining and metals, consumer products and manufacturing industries. We
are  a  leading  supplier  of  operations  and  maintenance  services,  providing  our  service  offerings  both
domestically and internationally. This business often benefits from large projects that originate in another
of  our  segments  which  can  lead  to  long-term  maintenance  or  operations  opportunities.  Conversely,  our
long-term maintenance contracts can lead to larger capital projects for our other business segments when
that need arises.

Government

Our  Government  segment  is  a  provider  of  engineering,  construction,  logistics,  base  and  facilities
operations  and  maintenance,  contingency  response  and  environmental  and  nuclear  services  to  the  U.S.
government and governments abroad. Because the U.S. and other governments are the largest purchasers
of  outsourced  services  in  the  world,  government  work  represents  an  attractive  opportunity  for  the
company.

For  the  energy  sector,  we  provide  site  management,  environmental  remediation,  decommissioning,
engineering  and  construction  services  and  have  been  very  successful  in  addressing  the  myriad
environmental and regulatory challenges associated with these sites. Fluor performs significant activities as
part  of  a  joint  venture  that  has  responsibility  for  the  Savannah  River  site  near  Aiken,  South  Carolina.
Fluor-led  teams  are  also  responsible  for  certain  decommissioning  activities  for  the  U.S.  Department  of
Energy  (‘‘DOE’’),  including  the  Gaseous  Diffusion  Plants  in  Pike  County,  Ohio  (Portsmouth)  and
Paducah, Kentucky. Additionally, a Fluor-led team is providing operations and maintenance services with
the  Department  of  Energy  at  the  Strategic  Petroleum  Reserve  in  New  Orleans,  Louisiana.  We  are  also
serving government customers outside of the United States. For example, Fluor is part of a joint venture
that is providing nuclear decommissioning services at 12 sites under the Magnox/Research Site Restoration
Limited  contract  for  the  Nuclear  Decommissioning  Authority  in  the  United  Kingdom  and  site  and  lab
management  services  for  Atomic  Energy  of  Canada  Limited  at  Chalk  River,  which  is  Canada’s  largest
research and development complex for  science and technology.

The  Government  segment  also  provides  engineering  and  construction  services,  logistics  and
life-support, as well as contingency operations support, to the defense sector. We support military logistical
and infrastructure needs around the world. Specifically, we provide life-support, engineering, procurement,
construction  and  logistical  augmentation  services  to  the  U.S.  military  and  coalition  forces  in  various

6

international locations, with a primary focus on the United States military-related activities in and around
the Middle East and more specifically in Afghanistan and Africa. Because of our strong network of global
resources, we believe we are well-situated to efficiently and effectively mobilize the resources necessary for
defense  operations,  even  in  the  most  remote  and  difficult  locations  to  both  traditional  and  U.S.
government classified customers around the world.

In combination with our subsidiary, Fluor Federal Solutions, we are a leading provider of outsourced
services  to  the  U.S.  government.  We  provide  operations  and  maintenance  services  at  military  bases  and
education and training services to the Department of Labor, particularly through Job Corps programs. In
addition,  we  provide  construction  services  to  new  and  existing  facilities  for  the  U.S.  military,  the
intelligence community and in support of foreign  military  sales programs.

The company is also providing support to the Department of Homeland Security. We are particularly
involved  in  supporting  the  U.S.  government’s  rapid  response  capabilities  to  address  security  issues  and
disaster  relief,  the  latter  primarily  through  our  long-standing  relationship  with  the  Federal  Emergency
Management Agency.

Global Services

Consistent  with  our  integrated  solutions  offerings,  the  Global  Services  segment  represents  a
combination of other operating segments that provide a wide array of solutions to support projects across
Fluor  groups  all  over  the  world.  Capabilities  within  Global  Services  include  site  equipment  and  tool
services, industrial fleet services and  staffing services.

Global Services provides Site Services(cid:3) and fleet management services through AMECO(cid:3). AMECO
provides  integrated  construction  equipment,  tool,  and  fleet  service  solutions  to  the  company  and  third
party  clients  on  a  global  basis  for  construction  projects  and  plant  sites.  AMECO  supports  large
construction  projects  and  plants  at  locations  throughout  North  and  South  America,  Africa,  the  Middle
East, Australia and Southeast Asia.

Global  Services  serves  the  staffing  market  through  TRS(cid:3).  TRS  is  a  global  enterprise  of  staffing
specialists  that  provides  the  company  and  third  party  clients  with  recruiting  and  permanent  placement
services and the placement of contract  technical professionals.

Power

In  the  Power  segment,  we  provide  a  full  range  of  services  to  the  gas  fueled,  solid  fueled,
environmental  compliance,  renewables,  nuclear  and  power  services  markets.  Our  services  include
engineering,  procurement,  construction,  program  management,  start-up  and  commissioning,  operations
and maintenance and technical services.

Through  the  gas  fueled  market,  we  offer  a  full  range  of  services  for  simple  and  combined  cycle
reference plant designs, as well as integrated gasification combined cycle (IGCC) projects. In the United
States, investment in gas fueled plants is continuing to improve, driven by coal-fired plant retirements and
low cost gas. We are also expanding our international operations in this market.

Through the solid fueled and environmental compliance markets, we offer a full range of services for
subcritical,  supercritical,  ultra-supercritical  and  circulating  fluidized  bed  (CFB)  technologies,  as  well  as
emissions  reduction  solutions  including  selective  catalytic  reduction  (SCR),  flue  gas  desulphurization
(FGD),  and  particulate  and  mercury  controls  designs.  As  part  of  our  environmental  compliance  service
offering,  we  design,  install  and  commission  emissions  reduction  equipment  in  order  to  assist  our  clients
with  environmental  guideline  compliance  which  allows  owners  to  comply  with  current  emissions
regulations. We also offer comprehensive solutions for post-combustion carbon capture and sequestration
for  solid  fueled  and  gas  fueled  facilities  on  a  global  basis,  offering  our  commercially  demonstrated
proprietary Econamine FG PlusSM CO2 capture technology.

7

In  the  renewables  market,  we  offer  a  wide  range  of  technology  choices  for  solar,  biomass  and
geothermal solutions on a global basis. For solar, we are strongly focused globally on thermal technologies
such as photovoltaic (PV) as well as concentrating solar power (CSP) applications. In the biomass market,
we  bring  proven  expertise  with  small  boiler  and  circulating  fluidized  bed  technologies  for  projects  using
woody biomass and/or agricultural waste fuels.

In  nuclear,  we  announced  in  January  2016  that  we  had  entered  into  contracting  arrangements  with
Westinghouse Electric Company to manage the construction workforce at nuclear power plants located in
Georgia and South Carolina (the ‘‘WEC Contracts’’). With these awards and our 70 years of experience in
the nuclear industry, we are strategically positioned to offer our extensive experience for new build plants,
capital modifications, extended power uprate (EPU) projects and operations and maintenance services on
a  global  basis.  We  also  continue  to  invest  in  NuScale  Power,  LLC  (‘‘NuScale’’),  an  Oregon-based  small
modular  nuclear  reactor  (‘‘SMR’’)  technology  company.  NuScale  is  a  leader  in  the  development  of  light
water, passively safe SMRs, which we believe will provide us with significant future opportunities. In 2014,
the  U.S.  Department  of  Energy  and  NuScale  entered  into  a  cooperative  agreement  whereby  the
government will reimburse certain NuScale  research and  development efforts through  2019.

Through  our  power  services  business  line,  we  offer  a  variety  of  services  to  owners  including  fossil,
renewable  and  nuclear  plant  maintenance,  facility  management,  operations  support,  asset  performance
improvement,  capital  modifications  and  improvements,  operations  readiness  and  start-up  commissioning
on a global basis. We have annual maintenance and modification contracts covering full generation fleets
within the utility generation market.

Additionally, we provide a solution to the transmission and distribution market in the United States
and South Africa. In the U.S. market, the scope of services is focused on the design and construction of
new transmission lines to connect new capacity from the renewable energy facilities to existing distribution
centers.

Other Matters

Backlog

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.  The  following  table  sets  forth  the  consolidated
backlog of the company’s segments at  December 31, 2015  and 2014:

December 31,
2015

December  31,
2014

(in millions)

Oil & Gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial & Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$28,796
5,600
3,560
—
6,770

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$44,726

$28,493
7,194
4,741
—
2,054

$42,482

(1) As of December 31, 2015 and 2014, total backlog includes $912 million and $2.1 billion, respectively,

of unfunded government contracts.

8

The following table sets forth our consolidated  backlog at December  31, 2015 and 2014  by  region:

December 31,
2015

December  31,
2014

(in millions)

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia Pacific (including Australia) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe, Africa and Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Americas (excluding the United States) . . . . . . . . . . . . . . . . . . . . . . . .

$18,167
2,678
13,351
10,530

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$44,726

$14,424
3,153
12,211
12,694

$42,482

For purposes of the preceding tables, backlog for the Industrial & Infrastructure segment includes our
operations  and  maintenance  activities  that  have  yet  to  be  performed.  U.S.  government  agencies  operate
under annual fiscal appropriations by Congress and fund various federal contracts only on an incremental
basis. With respect to backlog in our Government segment, if a contract covers multiple years, we include
the  full  contract  award,  whether  funded  or  unfunded,  excluding  option  periods.  For  our  contingency
operations, we include only those amounts for which specific task orders have been awarded. For projects
related to proportionately consolidated joint ventures, we include only our percentage ownership of each
joint venture’s backlog.

In  2016,  we  expect  to  perform  approximately  38  percent  of  our  total  backlog  reported  as  of
December 31, 2015. In comparison, during the last five years we expected to annually perform an average
of  54  percent  of  our  total  year  end  backlog  in  the  subsequent  fiscal  year.  The  primary  reason  for  the
expected decline in the pace of performance of our backlog in 2016 relative to the average expected pace
of  performance  over  the  past  five  years  is  due  to  client-driven  delays  in  the  execution  of  our  contracts.
Although  backlog  reflects  business  that  is  considered  to  be  firm,  cancellations,  deferrals  or  scope
adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project
scope  and  cost,  and  deferrals,  as  appropriate.  Due  to  additional  factors  outside  of  our  control,  such  as
changes in project schedules, we cannot predict the portion of our December 31, 2015 backlog estimated to
be performed annually subsequent to  2016.

For  additional  information  with  respect  to  our  backlog,  please  see  ‘‘Item  7.  —  Management’s

Discussion and Analysis of Financial Condition  and Results of Operations,’’ below.

Types of Contracts

While  the  basic  terms  and  conditions  of  the  contracts  that  we  perform  may  vary  considerably,
generally we perform our work under two types of contracts: (a) cost reimbursable contracts and (b) fixed-
price, lump-sum and guaranteed maximum contracts. In some markets, we are seeing ‘‘hybrid’’ contracts
containing both fixed-price and cost reimbursable elements. As of December 31, 2015, the following table
breaks  down  the  percentage  and  amount  of  revenue  associated  with  these  types  of  contracts  for  our
existing backlog:

Cost Reimbursable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed-Price, Lump-Sum and Guaranteed  Maximum . . . . . . . . . . . . . . . . . . . .

December 31, 2015

(in millions)
$34,705
$10,021

(percentage)
78%
22%

Under cost reimbursable contracts, the client reimburses our cost of performing a project and pays us
a  pre-determined  or  fixed  fee,  or  a  fee  based  upon  a  percentage  of  the  cost  incurred  in  completing  the
project.  Our  profit  may  be  in  the  form  of  a  fee,  a  simple  mark-up  applied  to  labor  cost  incurred  in
performing the contract, or a combination of the two. The fee element may also vary. The fee may be an
incentive  fee  based  upon  achieving  certain  performance  factors,  milestones  or  targets;  it  may  be  a  fixed
amount in the contract; or it may be based upon a percentage of the  cost incurred.

9

Our  Government  segment,  primarily  acting  as  a  prime  contractor  or  a  major  subcontractor  for  a
number of government programs, generally performs its services under cost reimbursable contracts subject
to applicable statutes and regulations. In many cases, these contracts include incentive fee arrangements.
The  programs  in  question  often  take  many  years  to  complete  and  may  be  implemented  by  the  award  of
many  different  contracts.  Some  of  our  government  contracts  are  known  as  indefinite  delivery  indefinite
quantity (‘‘IDIQ’’) agreements. Under these arrangements, we work closely with the government to define
the  scope  and  amount  of  work  required  based  upon  an  estimate  of  the  maximum  amount  that  the
government  desires  to  spend.  While  the  scope  is  often  not  initially  fully  defined  or  does  not  require  any
specific  amount  of  work,  once  the  project  scope  is  determined,  additional  work  may  be  awarded  to  us
without the need for further competitive  bidding.

Fixed-price  contracts  include  both  lump-sum  contracts  and  negotiated  fixed-price  contracts.  Under
lump-sum  contracts,  we  typically  bid  against  our  competitors  on  a  contract  based  upon  specifications
provided by the client. This type of contracting presents certain inherent risks including the possibility of
ambiguities  in  the  specifications  received,  or  economic  and  other  changes  that  may  occur  during  the
contract  period.  Under  negotiated  fixed-price  contracts,  we  are  selected  as  contractor  first,  and  then  we
negotiate  price  with  the  client.  Negotiated  fixed-price  contracts  frequently  occur  in  single-responsibility
arrangements  where  we  perform  some  of  the  work  before  negotiating  the  total  price  for  the  project.
Another type of fixed-price contract is a unit price contract under which we are paid a set amount for every
‘‘unit’’  of  work  performed.  If  we  perform  well  under  these  types  of  contracts,  we  can  benefit  from  cost
savings; however, if the project does not proceed as originally planned, we generally cannot recover cost
overruns except in certain limited situations.

Guaranteed  maximum  price  contracts  are  cost  reimbursable  contracts  except  that  the  total  fee  plus
the total cost cannot exceed an agreed upon guaranteed maximum price. We can be responsible for some
or all of the total cost of the project if the cost exceeds the guaranteed maximum price. Where the total
cost is less than the negotiated guaranteed maximum price, we may receive the benefit of the cost savings
based upon a negotiated agreement with  the client.

Competition

We  are  one  of  the  world’s  largest  providers  of  engineering,  procurement,  construction,  fabrication,
operations and maintenance services. The markets served by our business are highly competitive and, for
the most part, require substantial resources and highly skilled and experienced technical personnel. A large
number  of  companies  are  competing  in  the  markets  served  by  our  business,  including  U.S.-based
companies  such  as  Bechtel  Group,  Inc.,  CH2M  Hill  Companies,  Ltd.,  Jacobs  Engineering  Group,  Inc.,
KBR,  Inc.,  Kiewit  Corporation,  Granite  Construction,  Inc.  and  AECOM  Technology  Corporation,  and
international-based  companies  such  as  AMEC  Foster  Wheeler  plc,  Balfour  Beatty,  Chicago  Bridge  and
Iron  Company  N.V.,  Chiyoda  Corporation,  Hyundai  Engineering  &  Construction  Company,  JGC
Corporation, SNC-Lavalin Group, Inc.,  Samsung Engineering, Technip and WorleyParsons Limited.

In  the  engineering,  procurement,  fabrication  and  construction  arena,  which  is  served  by  our  Oil  &
Gas,  Industrial  &  Infrastructure  and  Power  segments,  competition  is  based  on  an  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.  Our  engineering,  procurement,  fabrication  and
construction  business  derives  its  competitive  strength  from  our  diversity,  excellence  in  execution,
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. In the operations and
maintenance  markets,  barriers  to  entry  are  both  financially  and  logistically  low,  with  the  result  that  the
industry  is  highly  fragmented  with  no  single  company  being  dominant.  Competition  in  those  markets  is
generally driven by reputation, price  and  the capacity  to  perform.

10

The  various  markets  served  by  the  Global  Services  segment,  while  having  some  similarities  to  the
construction and procurement arena, tend also to have discrete issues impacting individual units. Each of
the markets we serve has a large number of companies competing in its markets. The equipment sector,
which  operates  in  numerous  markets,  is  highly  fragmented  and  very  competitive,  with  a  large  number  of
competitors  mostly  operating  in  specific  geographic  areas.  The  competition  in  the  equipment  sector  for
larger capital project services is more narrow and limited to only those capable of providing comprehensive
equipment,  tool  and  management  services.  Temporary  staffing  is  a  highly  fragmented  market  with  over
1,000  companies  competing  globally.  The  key  competitive  factors  in  this  business  line  are  price,  service,
quality,  breadth  of  service  and  the  ability  to  identify  and  retain  qualified  personnel  and  geographical
coverage.

Key competitive factors in our Government segment 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.

Significant Clients

For  2015,  revenue  earned  from  agencies  of  the  U.S.  government  and  Exxon  Mobil  Corporation
accounted  for  12  percent  and  11  percent,  respectively,  of  our  total  revenue.  We  perform  work  for  these
clients  under multiple contracts and sometimes through joint venture arrangements.

Raw Materials

The principal products we use in our business include structural steel, metal plate, concrete, cable and
various electrical and mechanical components. These products and components are subject to raw material
(aluminum,  copper,  nickel,  iron  ore,  etc.)  availability  and  commodity  pricing  fluctuations,  which  we
monitor on a regular basis. We have access to numerous global supply sources and we do not foresee any
unavailability  of  these  items  that  would  have  a  material  adverse  effect  on  our  business  in  the  near  term.
However, the availability of these products, components and raw materials may vary significantly from year
to year due to various factors including client demand, producer capacity, market conditions and specific
material shortages.

Research and Development

Aside  from  our  investment  in  NuScale,  we  generally  do  not  engage  in  significant  research  and
development  efforts  for  new  products  and  services  and,  during  the  past  three  fiscal  years,  we  have  not
incurred cost for company-sponsored or client-sponsored research and development activities which would
be material, special or unusual in any of our business segments. See ‘‘Item 7. — Management’s Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations  —  Power’’  for  further  discussion  of  the
operations of NuScale.

Patents

We hold patents and licenses for certain items that we use in our operations, including those held by

NuScale. However, none is so essential that its loss would materially affect our business.

Environmental, Safety and Health Matters

In  our  business,  we  engage  in  the  design,  engineering,  construction,  construction  management,
fabrication  and  operations  and  maintenance  at  sites  throughout  the  world.  Work  at  some  of  these  sites
involves activities related to nuclear facilities, hazardous waste, hydrocarbon production, distribution and
transport, the military and infrastructure. Some of our work can be performed adjacent to environmentally
sensitive locations such as wetlands, lakes and rivers. We also contract with the U.S. federal government to
remediate hazardous materials, including chemical agents and weapons, as well as to decontaminate and
decommission nuclear sites. These activities can require us to manage, handle, remove, treat, transport and
dispose of toxic, radioactive or hazardous substances. Significant fines, penalties and other sanctions may

11

arise under environmental health and safety laws and regulations, and many of these laws call for joint and
several and/or strict liability, which can render a party liable without regard to negligence or fault of such
person.

We believe, based upon present information available to us, that we are generally compliant with all
such  environmental  health  and  safety  laws  and  regulations.  We  further  believe  that  our  accruals  with
respect to future environmental cost are adequate and any future cost will not have a material effect on our
consolidated  financial  position,  results  of  operations,  liquidity,  capital  expenditures  or  competitive
position.  Some  factors,  however,  could  result  in  additional  expenditures  or  the  provision  of  additional
accruals in expectation of such expenditures. These include the imposition of more stringent requirements
under environmental laws or regulations, new developments or changes regarding site cleanup cost or the
allocation  of  such  cost  among  potentially  responsible  parties,  or  a  determination  that  we  are  potentially
responsible for the release of hazardous  substances  at sites other than those currently identified.

Number of Employees

The following table sets forth the number of employees of Fluor and its subsidiaries engaged in our

business segments as of December 31,  2015:

Salaried Employees:

Oil & Gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial & Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Salaried . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Craft and Hourly Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number of
Employees

16,503
3,461
3,603
1,340
566
1,722

27,195
11,563

38,758

The  number  of  craft  and  hourly  employees,  who  provide  support  throughout  the  various  business
segments, varies in relation to the number, size and phase of execution of projects we have in process at
any particular time.

Executive Officers of the Registrant

The  following  information  is  being  furnished  with  respect  to  the  company’s  executive  officers  as  of

December 31, 2015:

Name

Age

Position with the Company(1)

Ray F. Barnard . . . . . . . . . . .
Jose-Luis Bustamante . . . . . .
Garry W. Flowers . . . . . . . . .
Glenn C. Gilkey . . . . . . . . . .
Carlos M. Hernandez . . . . . .
Peter Oosterveer . . . . . . . . . .
Biggs C. Porter . . . . . . . . . . .
David T. Seaton . . . . . . . . . .
Bruce A. Stanski . . . . . . . . . .

56 Executive Vice President, Systems and Supply Chain
52 Executive Vice President, Business Development and Strategy
64 Executive Vice President, Project Support  Services
57 Executive Vice President, Human Resources and Administration
61 Executive Vice President, Chief Legal  Officer and Secretary
58 Chief Operating Officer
62 Executive Vice President and Chief Financial Officer
54 Chairman and Chief Executive Officer
55 Group President, Government

(1) All references are to positions held with Fluor Corporation. All of the officers listed in the preceding

table serve in their respective capacities at  the pleasure of the Board of Directors.

12

Ray F. Barnard

Mr. Barnard has been Executive Vice President, Systems and Supply Chain since June 2014. Prior to
that,  he  was  Senior  Vice  President  and  Chief  Information  Officer  from  February  2005  to  February  2014
and Vice President, Information Technology from February 2002 to February 2005. Mr. Barnard joined the
company in 2002.

Jose-Luis Bustamante

Mr.  Bustamante  has  been  Executive  Vice  President,  Business  Development  and  Strategy  since
February  2015.  Prior  to  that,  he  was  Senior  Vice  President  of  Business  Development,  Marketing  and
Strategic  Planning  for  Oil  &  Gas  from  February  2012  to  February  2015  and  Vice  President,  Sales  from
August 2007 to February 2012. Mr. Bustamante joined the  company in 1990.

Garry W. Flowers

Mr. Flowers has been Executive Vice President, Project Support Services since February 2014 and has
also led HSE, Security and Industrial Relations since November 2003. Prior to February 2014, Mr. Flowers
was  Group  President,  Global  Services  from  January  2012  to  February  2014.  From  September  2009  to
January 2012, he was President and CEO of Savannah River Nuclear Solutions, LLC, which contracts with
the  U.S.  government  for  operations  and  maintenance  of  the  Savannah  River  nuclear  site.  Prior  to  that,
Mr.  Flowers  was  Senior  Vice  President,  HSE,  Security  and  Industrial  Relations  from  November  2003  to
September  2009;  and  Vice  President,  Industrial  Relations  from  December  1995  to  November  2003.
Mr. Flowers joined the company in 1978.

Glenn C. Gilkey

Mr. Gilkey has led Human Resources and Administration since June 2008. Prior to that, he was Vice
President, Operations from June 2006 to June 2008 and Vice President, Engineering from January 2001 to
June 2006. Mr. Gilkey joined the company in  1988 with  previous service from 1981 to 1984.

Carlos M. Hernandez

Mr. Hernandez has been Chief Legal Officer and Secretary since October 2007. Prior to joining the
company, he was General Counsel and Secretary of ArcelorMittal USA, Inc. from April 2005 to October
2007, and General Counsel and Secretary of International Steel Group Inc., from September 2004 to April
2005, prior to its acquisition by Mittal Steel Company. Mr. Hernandez joined the company  in 2007.

Peter Oosterveer

Mr.  Oosterveer  has  been  Chief  Operating  Officer  since  February  2014.  Prior  to  that,  he  was  Group
President,  Oil  &  Gas  from  March  2009  to  February  2014;  Senior  Vice  President,  Business  Line
Lead — Chemicals from February 2008 to March 2009; Senior Vice President, Operations, from February
2007  to  February  2008;  and  Vice  President,  Operations  from  January  2001  to  February  2007.
Mr. Oosterveer joined the company in 1989.

Biggs C. Porter

Mr.  Porter  has  been  Chief  Financial  Officer  since  May  2012.  Prior  to  joining  the  company,  he  was
Chief  Financial  Officer  of  Tenet  Healthcare,  Inc.  from  June  2006  to  March  2012;  Vice  President  and
Corporate  Controller  of  Raytheon  Company  from  May  2003  to  March  2006;  and  Vice  President  and
Corporate Controller of TXU Corp. from December 2000 to May 2003. Mr. Porter joined the company in
April 2012.

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David T. Seaton

Mr. Seaton has been Chief Executive Officer since February 2011 and Chairman since February 2012.
Prior  to  that,  he  was  Chief  Operating  Officer  from  November  2009  to  February  2011;  Senior  Group
President,  Oil  &  Gas,  Power  and  Government  from  March  2009  to  November  2009;  Group  President,
Oil  &  Gas  from  March  2007  to  March  2009;  Senior  Vice  President,  Corporate  Sales  Board  from
September  2005  to  March  2007;  Senior  Vice  President,  Chemicals  Business  Line  from  October  2004  to
September  2005;  and  Senior  Vice  President,  Sales  for  Oil  &  Gas  from  March  2002  to  October  2004.
Mr. Seaton joined the company in 1985.

Bruce A. Stanski

Mr. Stanski has been Group President, Government since August 2009. Prior to joining the company
in March 2009, he was President, Government and Infrastructure of KBR, Inc. from August 2007 to March
2009;  and  Executive  Vice  President  of  KBR,  Inc.’s  Government  and  Infrastructure  division  from
September 2005 to August 2007.

Available  Information

Our website address is www.fluor.com. You may obtain free electronic copies of our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those
reports on the ‘‘Investor Relations’’ portion of our website, under the heading ‘‘SEC Filings’’ filed under
‘‘Financial Information.’’ These reports are available on our website as soon as reasonably practicable after
we  electronically  file  them  with  the  Securities  and  Exchange  Commission.  These  reports,  and  any
amendments  to  them,  are  also  available  at  the  Internet  website  of  the  Securities  and  Exchange
Commission,  http://www.sec.gov.  The  public  may  also  read  and  copy  any  materials  we  file  with  the
Securities and Exchange Commission at the SEC’s Public Reference Room located at 100 F Street, N.E.,
Washington,  D.C.,  20549.  In  order  to  obtain  information  about  the  operation  of  the  Public  Reference
Room,  you  may  call  1-800-732-0330.  We  also  maintain  various  documents  related  to  our  corporate
governance  including  our  Corporate  Governance  Guidelines,  our  Board  Committee  Charters  and  our
Code  of  Business  Conduct  and  Ethics  for  Members  of  the  Board  of  Directors  on  the  ‘‘Sustainability’’
portion of our website under the heading ‘‘Corporate Governance Documents’’ filed under ‘‘Governance.’’

Item 1A. Risk Factors

We are vulnerable to the cyclical nature of  the markets we serve.

The  demand  for  our  services  is  dependent  upon  the  existence  of  projects  with  engineering,
procurement,  construction,  fabrication  and  management  needs.  Current  economic  conditions  and
commodity prices have adversely affected our clients’ interest in approving new projects, have reduced our
clients’ budgets for capital expenditures and have otherwise caused a slowdown in the services our clients
require. For example, we derive a substantial portion of our revenues from companies in the oil and gas
industry, a historically cyclical industry that is significantly affected by the levels and volatility of oil and gas
prices. Recent and/or continuing declines in oil or natural gas prices or activities could materially adversely
affect the demand for our services in our Oil & Gas segment. In both our Oil & Gas segment and mining
and metals business line of the Industrial & Infrastructure segment, capital expenditures by our clients may
be  influenced  by  factors  such  as  prevailing  prices  and  expectations  about  future  prices  for  underlying
commodities,  technological  advances,  the  costs  of  exploration,  production  and  delivery  of  product,
domestic and international political, military, regulatory and economic conditions and other similar factors.
In  our  Power  segment,  new  order  activity  has  continued  to  see  relatively  low  demand  for  our  services  in
power  due  to  political  and  environmental  concerns  regarding  coal-fired  power  plants  and  safety  and
environmental  concerns  in  the  nuclear  sector.  In  our  mining  and  metal  business  line  of  the  Industrial  &
Infrastructure segment, new order activity has also shown continued slowing due in part to volatility in the
commodities and capital markets, which have caused clients in this segment to re-evaluate their needs for
future  capital  improvements.  Industries  such  as  these  and  many  of  the  others  we  serve  have  historically

14

been and will continue to be vulnerable to general downturns, which in turn could materially and adversely
affect the demand for our services.

Our revenue and earnings are largely dependent on the award of new contracts which we do not directly control.

A substantial portion of our revenue and earnings is generated from large-scale project awards. The
timing  of  project  awards  is  unpredictable  and  outside  of  our  control.  Awards,  including  expansions  of
existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These
processes can be impacted by a wide variety of factors including a client’s decision to not proceed with the
development  of  a  project,  governmental  approvals,  financing  contingencies,  commodity  prices,
environmental conditions and overall market and economic conditions. We may not win contracts that we
have  bid  upon  due  to  price,  a  client’s  perception  of  our  ability  to  perform  and/or  perceived  technology
advantages held by others. Many of our competitors may be more inclined to take greater or unusual risks
or terms and conditions in a contract that we might not deem acceptable especially when the markets for
the services we typically offer are relatively soft. Because a significant portion of our revenue is generated
from large projects, our results of operations can fluctuate quarterly and annually depending on whether
and when large project awards occur and the commencement and progress of work under large contracts
already awarded. As a result, we are subject to the risk of losing new awards to competitors or the risk that
revenue may not be derived from awarded  projects  as quickly as anticipated.

We may  experience reduced profits or losses  under  contracts  if costs increase above  estimates.

Generally  our  business  is  performed  under  contracts  that  include  cost  and  schedule  estimates  in
relation to our services. Inaccuracies in these estimates may lead to cost overruns that may not be paid by
our  clients  thereby  resulting  in  reduced  profits  or  losses.  If  a  contract  is  significant  or  there  are  one  or
more  events  that  impact  a  contract  or  multiple  contracts,  cost  overruns  could  have  a  material  impact  on
our reputation or our financial results, negatively impacting our financial condition, results of operations
or cash flow. Approximately 22 percent of the dollar-value of our backlog is currently fixed-price contracts,
where  we  bear  a  significant  portion  of  the  risk  for  cost  overruns.  Reimbursable  contract  types,  such  as
those  that  include  negotiated  hourly  billing  rates,  may  restrict  the  kinds  or  amounts  of  costs  that  are
reimbursable, therefore exposing us to risk that we may incur certain costs in executing these contracts that
are  above  our  estimates  and  not  recoverable  from  our  clients.  If  we  fail  to  accurately  estimate  the
resources  and  time  necessary  for  these  types  of  contracts,  or  fail  to  complete  these  contracts  within  the
timeframes  and  costs  we  have  agreed  upon,  there  could  be  a  material  impact  on  our  financial  results  as
well as our reputation.

In  some  markets,  there  is  a  trend  towards  cost-reimbursable  contracts  with  incentive  fee
arrangements. Typically, our incentive fees are based on achievement of target completion dates or target
costs,  overall  safety  performance,  overall  client  satisfaction  and  other  performance  criteria.  If  we  fail  to
meet  such  targets  or  achieve  the  expected  performance  standards,  we  may  receive  a  lower  or  even  zero
incentive fee. In other cases, our fee will not change but we will have to continue to perform work without
additional fee until the performance criteria is achieved. In both instances, this could result in lower than
expected gross margins. Accordingly, for these and other reasons, there is no assurance that the contracts
in our backlog, assuming they produce the revenue expected, will generate gross margins at the rates we
expect or have realized in the past.

Risks  under  our  contracts  which  could  result  in  cost  overruns,  project  delays  or  other  problems  can

also include:

(cid:129) Difficulties  related  to  the  performance  of  our  clients,  partners,  subcontractors,  suppliers  or  other

third parties;

(cid:129) Changes in local laws or difficulties or  delays in  obtaining  permits,  rights of way or approvals;

(cid:129) Unanticipated technical problems, including  design or engineering issues;

15

(cid:129) Insufficient or inadequate project execution tools and systems needed to record, track, forecast and

control cost and schedule;

(cid:129) Unforeseen  increases  in  or  failures  to  properly  estimate  the  cost  of  raw  materials,  components,

equipment, labor or the inability to  timely obtain them;

(cid:129) Delays or productivity issues caused  by weather conditions;

(cid:129) Incorrect assumptions related to productivity, scheduling estimates or future economic conditions;

and

(cid:129) Project modifications creating unanticipated costs  or delays.

These risks tend to be exacerbated for longer-term contracts because there is increased risk that the
circumstances  under  which  we  based  our  original  cost  estimates  or  project  schedules  will  change  with  a
resulting  increase  in  costs.  In  many  of  these  contracts,  we  may  not  be  able  to  obtain  compensation  for
additional work performed or expenses incurred, and if a project is not executed on schedule, we may be
required  to  pay  liquidated  damages.  In  addition,  these  losses  may  be  material  and  can,  in  some
circumstances, equal or exceed the full value of the contract. In such events, our financial condition, results
of operations or cash flow could be negatively impacted.

Our backlog is subject to unexpected adjustments and cancellations and, therefore, may not be a reliable indicator of
our future revenue or earnings.

As of December 31, 2015, our backlog was approximately $44.7 billion. Our backlog generally consists
of projects for which we have an executed contract or commitment with a client and reflects our expected
revenue  from  the  contract  or  commitment,  which  is  often  subject  to  revision  over  time.  We  cannot
guarantee that the revenue projected in our backlog will be realized or profitable or will not be subject to
delay  or  suspension.  Project  cancellations,  scope  adjustments  or  deferrals  may  occur  with  respect  to
contracts reflected in our backlog and could reduce the dollar amount of our backlog and the revenue and
profits that we actually earn; or, may cause the rate at which we perform on our backlog to decrease. Most
of  our  contracts  have  termination  for  convenience  provisions  in  them  allowing  clients  to  cancel  projects
already  awarded  to  us.  In  addition,  projects  may  remain  in  our  backlog  for  an  extended  period  of  time.
During periods of economic slowdown or decreases in commodity prices, the risk of backlog projects being
suspended, delayed or cancelled generally increases. Finally, poor project or contract performance could
also  impact  our  backlog  and  profits.  Such  developments  could  have  a  material  adverse  effect  on  our
business and our profits.

Intense  competition  in  the  global  engineering,  procurement  and  construction  industry  could  reduce  our  market
share and profits.

We serve markets that are highly competitive and in which a large number of multinational companies
compete.  These  markets  can  require  substantial  resources  and  investment  in  technology  and  skilled
personnel.  We  also  see  a  continuing  influx  of  non-traditional  competitors  offering  below-market  pricing
while accepting greater risk. Competition can place downward pressure on our contract prices and profit
margins, and may force us to accept contractual terms and conditions that are not normal or customary,
thereby increasing the risk that we may have losses on such contracts. Intense competition is expected to
continue in these markets, presenting us with significant challenges in our ability to maintain strong growth
rates and acceptable profit margins. If we are unable to meet these competitive challenges, we could lose
market share to our competitors and experience an  overall reduction in  our  profits.

Current  global  economic  conditions  will  likely  affect  a  portion  of  our  client  base,  partners,  subcontractors  and
suppliers and could materially affect our  backlog  and  profits.

Current  global  economic  conditions,  including  a  decline  in  commodity  prices  and  currency
devaluations,  have  reduced  and  continue  to  negatively  impact  our  clients’  willingness  and  ability  to  fund
their  projects.  These  conditions  make  it  difficult  for  our  clients  to  accurately  forecast  and  plan  future

16

business trends and activities, thereby causing our clients to slow or even curb spending on our services, or
seek contract terms more favorable to them. Our government clients may face budget deficits or financial
sequestration  that  prohibit  them  from  funding  proposed  and  existing  projects  or  that  cause  them  to
exercise  their  right  to  terminate  our  contracts  with  little  or  no  prior  notice.  Furthermore,  any  financial
difficulties suffered by our partners, subcontractors or suppliers could increase our cost or adversely impact
project schedules. These economic conditions have reduced to some extent the availability of liquidity and
credit  to  fund  or  support  the  continuation  and  expansion  of  industrial  business  operations  worldwide.
Current  financial  market  conditions  and  adverse  credit  market  conditions  could  adversely  affect  our
clients’,  our  partners’  or  our  own  borrowing  capacity,  which  support  the  continuation  and  expansion  of
projects worldwide, and could result in contract cancellations or suspensions, project award and execution
delays, payment delays or defaults by our clients. Our ability to expand our business would be limited if, in
the future, we are unable to access sufficient credit capacity, including capital market funding, bank credit,
such as letters of credit, and surety bonding on favorable terms or at all. These disruptions could materially
impact  our  backlog  and  profits.  Finally,  our  business  has  traditionally  lagged  recoveries  in  the  general
economy, and therefore may not recover as quickly  as the economy as a whole.

We  have  international  operations  that  are  subject  to  foreign  economic  and  political  uncertainties  and  risks.
Unexpected and adverse changes in the foreign countries in which we operate could result in project disruptions,
increased cost and potential losses.

Our  business  is  subject  to  international  economic  and  political  conditions  that  change  (sometimes
frequently) for reasons which are beyond our control. As of December 31, 2015, approximately 59 percent
of our backlog consisted of revenue to be derived from projects and services to be completed outside the
United States. We expect that a significant portion of our revenue and profits will continue to come from
international projects for the foreseeable  future.

Operating in the international marketplace exposes us  to  a number  of risks  including:

(cid:129) abrupt  changes in foreign government policies, laws, treaties,  regulations or  leadership;

(cid:129) embargoes or other trade restrictions, including sanctions;

(cid:129) restrictions on currency movement;

(cid:129) tax increases;

(cid:129) currency exchange rate fluctuations;

(cid:129) changes in labor conditions and difficulties in staffing  and managing international operations;

(cid:129) U.S.  government  policy  changes  in  relation  to  the  foreign  countries  in  which  we  or  our  clients

operate;

(cid:129) international hostilities; and

(cid:129) unrest, civil strife, acts of war, terrorism and insurrection.

Also, the lack of a well-developed legal system in some of the countries where we operate may make it
difficult to enforce our contractual rights or to defend ourself against claims made by others. We operate in
countries  where  there  is  a  significant  amount  of  political  risk  including  the  Middle  East,  Kazakhstan,
Russia, China, and Argentina. In addition, military action or continued unrest could impact the supply or
pricing of oil, disrupt our operations in the region and elsewhere, and increase our security costs. Our level
of  exposure  to  these  risks  will  vary  on  each  project,  depending  on  the  location  of  the  project  and  the
particular stage of each such project. For example, our risk exposure with respect to a project in an early
development phase, such as engineering, will generally be less than our risk exposure on a project that is in
the construction phase. To the extent that our international business is affected by unexpected and adverse
foreign  economic  and  political  conditions  and  risks,  we  may  experience  project  disruptions  and  losses.
Project disruptions and losses could significantly reduce our overall revenue and  profits.

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Our use of teaming arrangements and joint ventures, which are important to our business, exposes us to risk and
uncertainty because the success of those ventures depends on the satisfactory performance by our venture partners
over whom we may have little or no control. The failure of our venture partners to perform their venture obligations
could impose additional financial and performance obligations on us that could result in reduced profits or, in some
cases, significant losses for us with respect to the venture.

In  the  ordinary  course  of  business,  and  as  has  become  increasingly  common  in  our  industry,  we
execute  specific  projects  and  otherwise  conduct  certain  operations  through  joint  ventures,  consortiums,
partnerships  and  other  collaborative  arrangements  (collectively,  ‘‘ventures’’),  including  ICA  Fluor  and
CFHI.  We  have  various  ownership  interests  in  these  ventures,  with  such  ownership  typically  being
proportionate to our decision-making and distribution rights. The ventures generally contract directly with
the third party client; however, services may be performed directly by the venture, or may be performed by
us, our partners, or a combination thereof.

Our  success  in  many  of  our  markets  is  dependent,  in  part,  on  the  presence  or  capability  of  a  local
partner.  If  we  are  unable  to  compete  alone,  or  with  a  quality  partner,  our  ability  to  win  work  and
successfully  complete  our  contracts  may  be  impacted.  Differences  in  opinions  or  views  between  venture
partners can result in delayed decision-making or failure to agree on material issues which could adversely
affect the business and operations of our ventures. In many of the countries in which we engage in joint
ventures, it may be difficult to enforce our contractual rights under the applicable joint venture agreement.

At times, we also participate in ventures where we are not a controlling party. In such instances, we
may  have  limited  control  over  venture  decisions  and  actions,  including  internal  controls  and  financial
reporting which may have an impact on our business. To the extent the controlling partner makes decisions
that negatively impact the joint venture, if internal control problems arise within the joint venture, or if our
joint venture partner has financial or operational issues, there could be a material impact on our business,
financial condition or results of operations.

From time to time in order to establish or preserve a relationship, or to better ensure venture success,
we  may  accept  risks  or  responsibilities  for  the  venture  which  are  not  necessarily  proportionate  with  the
reward we expect to receive or which may differ from risks or responsibilities we would normally accept in
our own operations. The success of these and other ventures also depends, in large part, on the satisfactory
performance  by  our  venture  partners  of  their  venture  obligations,  including  their  obligation  to  commit
working capital, equity or credit support as required by the venture and to support their indemnification
and  other  contractual  obligations.  If  our  venture  partners  fail  to  satisfactorily  perform  their  venture
obligations  the  venture  may  be  unable  to  adequately  perform  or  deliver  its  contracted  services.  Under
these circumstances, we may be required to make additional investments and provide additional services to
ensure the adequate performance and delivery by the venture of the contracted services and to meet any
performance  guarantees.  We  may  also  be  subject  to  joint  and  several  liability  for  our  venture  partners
under  the  applicable  contracts  for  venture  projects.  These  additional  obligations  could  result  in  reduced
profits or, in some cases, increased liabilities or significant losses for us with respect to the venture, and in
turn,  our  business  and  operations.  In  addition,  a  failure  by  a  venture  partner  to  comply  with  applicable
laws,  rules  or  regulations  could  negatively  impact  our  business  and  could  result  in  fines,  penalties,
suspension or in the case of government contracts even debarment.

Cyber-security breaches of our systems and information technology could adversely impact our ability to operate.

We utilize, develop, install and maintain a number of information technology systems both for us and
for  others.  Various  privacy  and  security  laws  require  us  to  protect  sensitive  and  confidential  information
from disclosure. In addition, we are bound by our client and other contracts, as well as our own business
practices,  to  protect  confidential  and  proprietary  information  (whether  it  be  ours  or  a  third  party’s
information  entrusted  to  us)  from  disclosure.  Our  computer  systems  face  the  threat  of  unauthorized
access, computer hackers, viruses, malicious code, cyber attacks and other security incursions and system
disruptions, including attempts to improperly access our confidential and proprietary information as well
as  the  confidential  and  proprietary  information  of  our  clients  and  other  business  partners.  While  we

18

endeavor to maintain industry-accepted security measures and technology to secure our computer systems,
these  systems  and  the  information  stored  on  these  systems  may  still  be  subject  to  threats.  A  party  who
circumvents our security measures could misappropriate confidential or proprietary information, or could
cause damage or interruptions to our systems. Any of these events could damage our reputation or have a
material adverse effect on our business, financial condition, results  of  operations or  cash flows.

From time to time, we are involved in litigation proceedings, potential liability claims and contract disputes which
may reduce our profits.

We  may  be  subject  to  a  variety  of  legal  proceedings,  liability  claims  or  contract  disputes  in  virtually
every  part  of  the  world.  We  engage  in  engineering  and  construction  activities  for  large  facilities  where
design, construction or systems failures can result in substantial injury or damage. In addition, the nature
of our business results in clients, subcontractors and suppliers occasionally presenting claims against us for
recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are
not contractually liable. We have been and may in the future be named as a defendant in legal proceedings
where  parties  may  make  a  claim  for  damages  or  other  remedies  with  respect  to  our  projects  or  other
matters.  During  times  of  economic  downturns,  especially  with  regard  to  commodity-based  clients,  claim
frequencies and amounts tend to increase. In proceedings when it is determined that we have liability, we
may not be covered by insurance or, if covered, the dollar amount of these liabilities may exceed our policy
limits.  In  addition,  even  where  insurance  is  maintained  for  such  exposure,  the  policies  have  deductibles
resulting in our assuming exposure for a layer of coverage with respect to any such claims. Our professional
liability coverage is on a ‘‘claims-made’’ basis covering only claims actually made during the policy period
currently  in  effect.  Any  liability  not  covered  by  our  insurance,  in  excess  of  our  insurance  limits  or,  if
covered by insurance but subject to a high deductible, could result in a significant loss for us, and reduce
our cash available for operations. In other legal proceedings, liability claims or contract disputes, we may
be covered by indemnification agreements which may at times be difficult to enforce. Even if enforceable,
it  may  be  difficult  to  recover  under  these  agreements  if  the  indemnitor  does  not  have  the  ability  to
financially  support  the  indemnity.  Litigation  and  regulatory  proceedings  are  subject  to  inherent
uncertainties, and unfavorable rulings could occur. If we were to receive an unfavorable ruling in a matter,
our business and results of operations could be materially harmed. For further information on matters in
dispute,  please  see  ‘‘14.  Contingencies  and  Commitments’’  in  the  Notes  to  Consolidated  Financial
Statements.

If we experience delays and/or defaults in client payments, we could suffer liquidity problems or we could be unable
to recover all expenditures.

Because of the nature of our contracts, we sometimes commit resources to projects prior to receiving
payments from clients in amounts sufficient to cover expenditures as they are incurred. Some of our clients
may  find  it  increasingly  difficult  to  pay  invoices  for  our  services  timely,  especially  as  commodity  prices
decrease and remain low, increasing the risk that our accounts receivable could become uncollectible and
ultimately be written off. In certain cases, our clients for our large projects are project-specific entities that
do not have significant assets other than their interests in the project. From time to time it may be difficult
for  us  to  collect  payments  owed  to  us  by  these  clients.  In  addition,  client  may  request  extension  of  the
payment terms otherwise agreed to under our contracts. Delays in client payments may require us to make
a  working  capital  investment,  which  could  impact  our  cash  flows  and  liquidity.  If  a  client  fails  to  pay
invoices  on  a  timely  basis  or  defaults  in  making  its  payments  on  a  project  in  which  we  have  devoted
significant resources, there could be a  material adverse effect  on our results of operations or liquidity.

Our  failure  to  recover  adequately  on  claims  against  project  owners,  subcontractors  or  suppliers  for  payment  or
performance could have a material effect  on our financial  results.

We occasionally bring claims against project owners for additional costs exceeding the contract price
or for amounts not included in the original contract price. Similarly, we present change orders and claims
to our subcontractors and suppliers. If we fail to properly document the nature of change orders or claims,

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or are otherwise unsuccessful in negotiating a reasonable settlement, we could incur reduced profits, cost
overruns and in some cases a loss on the project. These types of claims can often occur due to matters such
as  owner-caused  delays  or  changes  from  the  initial  project  scope,  which  result  in  additional  cost,  both
direct and indirect. From time to time, these claims can be the subject of lengthy and costly proceedings,
and it is often difficult to accurately predict when these claims will be fully resolved. When these types of
events  occur  and  unresolved  claims  are  pending,  we  may  invest  significant  working  capital  in  projects  to
cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these
types of claims could have a material adverse impact on our  liquidity and financial results.

If we guarantee the timely completion or performance standards of a project, we could incur additional cost to cover
our guarantee obligations.

In  some  instances  and  in  many  of  our  fixed-price  contracts,  we  guarantee  to  a  client  that  we  will
complete a project by a scheduled date. We sometimes warrant that a project, when completed, will also
achieve certain performance standards. From time to time, we may also assume a project’s technical risk,
which means that we may have to satisfy certain technical requirements of a project despite the fact that at
the time of project award we may not have previously produced the system or product in question. Also,
our contracts typically include limited warranties, providing assurances to clients that our completed work
will meet industry standards of quality. If we subsequently fail to complete the project as scheduled, or if
the  project  subsequently  fails  to  meet  guaranteed  performance  or  quality  standards,  we  may  be  held
responsible  under  the  guarantee  or  warranty  provisions  of  our  contract  for  cost  impacts  to  the  client
resulting from any delay or the cost to cause the project to achieve the performance standards, generally in
the  form  of  contractually  agreed-upon  liquidated  damages  or  an  obligation  to  re-perform  substandard
work. To the extent that these events occur, the total cost of the project (including any liquidated damages
we become liable to pay) could exceed our original estimates and we could experience reduced profits or,
in some cases, a loss for that project.

Our project execution activities may result in  liability for faulty engineering or similar professional  services.

Because  our  projects  are  often  technically  complex,  our  failure  to  make 

judgments  and
recommendations  in  accordance  with  applicable  professional  standards,  including  engineering  standards,
could  result  in  damages.  Our  business  involves  professional  judgments  regarding  the  planning,  design,
development,  construction,  operations  and  management  of  industrial  facilities  and  public  infrastructure.
While  we  do  not  generally  accept  liability  for  consequential  damages,  and  although  we  have  adopted  a
range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities,
a catastrophic event at one of our project sites or completed projects resulting from the services we have
performed could result in significant professional or product liability, warranty or other claims against us as
well  as  reputational  harm,  especially  if  public  safety  is  impacted.  These  liabilities  could  exceed  our
insurance limits or the fees we generate, or could impact our ability to obtain insurance in the future. In
addition, clients, subcontractors or suppliers who have agreed to indemnify us against any such liabilities or
losses might refuse or be unable to pay us. An uninsured claim, either in part or in whole, if successful and
of a material magnitude, could have  a  substantial impact on our operations.

We are dependent upon suppliers and subcontractors to complete  many of our contracts.

Much of the work performed under our contracts is actually performed by third-party subcontractors.
We also rely on third-party suppliers to provide much of the equipment and materials used for projects. If
we  are  unable  to  hire  qualified  subcontractors  or  find  qualified  suppliers,  our  ability  to  successfully
complete  a  project  could  be  impaired.  If  the  amount  we  are  required  to  pay  for  subcontractors  or
equipment and supplies exceeds what we have estimated, especially in a fixed-price type contract, we may
suffer  losses  on  these  contracts.  If  a  supplier  or  subcontractor  fails  to  provide  supplies,  technology,
equipment or services as required under a contract to us, our joint venture partner, our client or any other
party involved in the project for any reason, or provides supplies, technology, equipment or services that
are  not  an  acceptable  quality,  we  may  be  required  to  source  those  supplies,  technology,  equipment  or

20

services on a delayed basis or at a higher price than anticipated, which could impact contract profitability.
In  addition,  faulty  workmanship,  equipment  or  materials  could  impact  the  overall  project,  resulting  in
claims against us for failure to meet required project specifications. These risks may be intensified during
the current economic downturn if these suppliers or subcontractors experience financial difficulties or find
it difficult to obtain sufficient financing to fund their operations or access to bonding, and are not able to
provide the services or supplies necessary for our business. In addition, in instances where Fluor relies on a
single  contracted  supplier  or  subcontractor  or  a  small  number  of  suppliers  or  subcontractors,  if  a
subcontractor  or  supplier  were  to  fail  there  can  be  no  assurance  that  the  marketplace  can  provide
replacement  technology,  equipment,  materials  or  services  in  a  timely  basis  or  at  the  costs  we  had
anticipated.  A  failure  by  a  third-party  subcontractor  or  supplier  to  comply  with  applicable  laws,  rules  or
regulations could negatively impact our business and could result in fines, penalties, suspension or in the
case of government contracts even debarment.

Our businesses could be materially and  adversely affected by events outside  of  our  control.

Extraordinary  or  force  majeure  events  beyond  our  control,  such  as  natural  or  man-made  disasters,
could negatively impact our ability to operate or increase our costs to operate. As an example, from time to
time  we  face  unexpected  severe  weather  conditions  which  may  result  in  delays  in  our  operations;
evacuation  of  personnel  and  curtailment  of  services;  increased  labor  and  material  costs  or  shortages;
inability to deliver materials, equipment and personnel to jobsites in accordance with contract schedules;
and  loss  of  productivity.  We  may  remain  obligated  to  perform  our  services  after  any  such  natural  or
man-made  disasters,  unless  a  contract  provision  provides  us  with  relief  from  our  obligations.  The  extra
costs incurred as a result of these events may not be reimbursed by our clients. If we are not able to react
quickly  to  such  events,  or  if  a  high  concentration  of  our  projects  are  in  a  specific  geographic  region  that
suffers  from  a  natural  or  man-made  disaster,  our  operations  may  be  significantly  affected,  which  could
have  a  negative  impact  on  our  operations.  In  addition,  if  we  cannot  complete  our  contracts  on  time,  we
may be subject to potential liability claims by our clients which may reduce our profits and result in losses.

Our U.S. government contracts and contracting rights may be terminated or otherwise adversely impacted at any
time, and our inability to win or renew government contracts during regulated procurement processes could harm
our operations and reduce our projects  and revenues.

We  enter  into  significant  government  contracts,  from  time  to  time,  such  as  those  contracts  that  we
have in place with the U.S. Department of Energy and Department of Defense. U.S. government contracts
are subject to various uncertainties, restrictions and regulations, including oversight audits by government
representatives and profit and cost controls, which could result in withholding or delay of payments to us.
U.S.  government  contracts  are  also  subject  to  uncertainties  associated  with  Congressional  funding,
including  the  potential  impacts  of  budget  deficits  and  federal  sequestration.  A  significant  portion  of  our
business  is  derived  as  a  result  of  U.S.  government  regulatory,  military  and  infrastructure  priorities.
Changes  in  these  priorities,  which  can  occur  due  to  policy  changes  or  changes  in  the  economy,  could
adversely  impact  our  revenues.  For  example,  the  U.S.  government  has  continued  to  close  bases  in
Afghanistan where we have performed significant work under the Logistics Civil Augmentation Program
(‘‘LOGCAP  IV’’).  Moreover,  existing  contracts  we  are  operating  under  could  be  moved  from  one
government  department  to  another  which  could  result  in  a  termination  of  that  contract.  The  U.S.
government  is  under  no  obligation  to  maintain  program  funding  at  any  specific  level  and  funds  for  a
program may even be eliminated. Our U.S. government clients may terminate or decide not to renew our
contracts with little or no prior notice.

In  addition,  U.S.  government  contracts  are  subject  to  specific  regulations  such  as  the  Federal
Acquisition Regulation (‘‘FAR’’), the Truth in Negotiations Act, the Cost Accounting Standards (‘‘CAS’’),
the Service Contract Act and Department of Defense security regulations. Failure to comply with any of
these  regulations  and  other  government  requirements  may  result  in  contract  price  adjustments,  financial
penalties or contract termination. Our U.S. government contracts are also subject to audits, cost reviews
and  investigations  by  U.S.  government  contracting  oversight  agencies  such  as  the  U.S.  Defense  Contract

21

Audit Agency (the ‘‘DCAA’’). The DCAA reviews the adequacy of and our compliance with our internal
control systems and policies (including our labor, billing, accounting, purchasing, estimating, compensation
and management information systems). The DCAA also has the ability to review how we have accounted
for  costs  under  the  FAR  and  CAS.  The  DCAA  presents  its  report  findings  to  the  Defense  Contract
Management Agency (‘‘DCMA’’). Should the DCMA determine that we have not complied with the terms
of  our  contract  and  applicable  statutes  and  regulations,  or  if  they  believe  that  we  have  engaged  in
inappropriate accounting or other activities, payments to us may be disallowed or we could be required to
refund  previously  collected  payments.  Additionally,  we  may  be  subject  to  criminal  and  civil  penalties,
suspension  or  debarment  from  future  government  contracts,  and  qui  tam  litigation  brought  by  private
individuals on behalf of the U.S. government under the False Claims Act, which could include claims for
treble  damages.  Furthermore,  in  this  environment,  if  we  have  significant  disagreements  with  our
government  clients  concerning  costs  incurred,  negative  publicity  could  arise  which  could  adversely  affect
our  industry reputation and our ability  to  compete for new  contracts.

Most  U.S.  government  contracts  are  awarded  through  a  rigorous  competitive  process.  The  U.S.
government has increasingly relied upon multiple-year contracts with pre-established terms and conditions
that  generally  require  those  contractors  that  have  been  previously  awarded  the  contract  to  engage  in  an
additional  competitive  bidding  process  for  each  task  order  issued  under  the  contract.  Such  processes
require  successful  contractors  to  anticipate  requirements  and  develop  rapid-response  bid  and  proposal
teams  as  well  as  dedicated  supplier  relationships  and  delivery  systems  to  react  to  these  needs.  We  face
rigorous  competition  and  significant  pricing  pressures  in  order  to  win  these  task  orders.  If  we  are  not
successful in reducing costs or able to timely respond to government requests, we may not win additional
awards. Moreover, even if we are qualified to work on a government contract, we may not be awarded the
contract  because  of  existing  government  policies  designed  to  protect  small  businesses  and  under-
represented  minority  contractors.  Our  inability  to  win  or  renew  government  contracts  during  the
procurement processes could harm our operations  and reduce our  profits and revenues.

Many  of  our  U.S.  government  contracts  require  security  clearances.  Depending  upon  the  level  of
clearance  required,  security  clearances  can  be  difficult  and  time-consuming  to  obtain.  If  we  or  our
employees  are  unable  to  obtain  or  retain  necessary  security  clearances,  we  may  not  be  able  to  win  new
business,  and  our  existing  government  clients  could  terminate  their  contracts  with  us  or  decide  not  to
renew them, thus adversely affecting  our revenues.

If  one  or  more  of  our  U.S.  government  contracts  are  terminated  for  any  reason  including  for
convenience, if we are suspended or debarred from U.S. government contract work, or if payment of our
cost is disallowed, we could suffer a significant reduction  in expected  revenue and profits.

Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could weaken our
ability to win contracts, which could result  in  reduced  revenues and profits.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities
by one of our employees, agents or partners could have a significant negative impact on our business and
reputation. Such misconduct could include the failure to comply with anti-corruption, export control and
environmental regulations; federal procurement regulations, regulations regarding the pricing of labor and
other  costs  in  government  contracts  and  regulations  regarding  the  protection  of  sensitive  government
information; regulations on lobbying or similar activities; regulations pertaining to the internal control over
financial reporting; and, various other applicable laws or regulations. The precautions we take to prevent
and  detect  fraud,  misconduct  or  failures  to  comply  with  applicable  laws  and  regulations  may  not  be
effective,  and  we  could  face  unknown  risks  or  losses.  Our  failure  to  comply  with  applicable  laws  or
regulations or acts of fraud or misconduct could subject us to fines and penalties, loss of security clearance
and suspension or debarment from contracting with government agencies, which could weaken our ability
to win contracts and have a material  adverse impact on our revenues and profits.

22

Changes in our effective tax rate and tax  positions  may  vary.

We are subject to income taxes in the United States and numerous foreign jurisdictions. A change in
tax laws, treaties or regulations, or their interpretation, in any country in which we operate could result in a
higher tax rate on our earnings, which could have a material impact on our earnings and cash flows from
operations.  In  addition,  significant  judgment  is  required  in  determining  our  worldwide  provision  for
income taxes. In the ordinary course of our business, there are many transactions and calculations where
the  ultimate  tax  determination  is  uncertain.  We  are  regularly  under  audit  by  tax  authorities,  and  our  tax
estimates and tax positions could be materially affected by many factors including the final outcome of tax
audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and
related interpretations, our global mix of earnings, the realizability of deferred tax assets and changes in
uncertain tax positions. A significant increase in our tax rate could have a material adverse effect on our
profitability and liquidity.

Systems and information technology interruption, as well as new systems implementation, could adversely impact
our ability to operate and our operating results.

As  a  global  company,  we  are  heavily  reliant  on  computer,  information  and  communications
technology and related systems in order to operate. From time to time, we experience system interruptions
and delays that may be planned for upgrades or that may be unplanned. Unplanned interruptions include
natural disasters, power loss, telecommunications failures, acts of war or terrorism, acts of God, computer
viruses,  physical  or  electronic  break-ins  and  similar  events  or  disruptions.  Any  of  these  or  other  events
could cause system interruption, delays, loss of critical or sensitive data (including private data) or loss of
funds;  could  delay  or  prevent  operations  (including  the  processing  of  transactions  and  reporting  of
financial results); and could adversely affect our reputation  or  our operating results.

We continue to evaluate the need to upgrade and/or replace our systems and network infrastructure to
protect  our  computing  environment,  to  stay  current  on  vendor  supported  products  and  to  improve  the
efficiency  of  our  systems  and  for  other  business  reasons.  The  implementation  of  new  systems  and
information  technology  could  adversely 
imposing  substantial  capital
expenditures,  demands  on  management  time  and  risks  of  delays  or  difficulties  in  transitioning  to  new
systems.  And,  our  systems  implementations  may  not  result  in  productivity  improvements  at  the  levels
anticipated.  Systems  implementation  disruption  and  any  other  information  technology  disruption,  if  not
anticipated and appropriately mitigated, could have a  material adverse  effect on  our business.

impact  our  operations  by 

We  could  be  adversely  affected  by  violations  of  the  U.S.  Foreign  Corrupt  Practices  Act  and  similar  worldwide
anti-bribery laws.

The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar anti-bribery laws in
other jurisdictions generally prohibit companies and their intermediaries from making improper payments
to officials or others for the purpose of obtaining or retaining business. Our policies mandate compliance
with these anti-bribery laws. We operate in many parts of the world that have experienced corruption to
some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local
customs and practices. We train our personnel concerning anti-bribery laws and issues, and we also inform
our partners, subcontractors, suppliers, agents and others who work for us or on our behalf that they must
comply  with  anti-bribery  law  requirements.  We  also  have  procedures  and  controls  in  place  to  monitor
compliance.  We  cannot  assure  that  our  internal  controls  and  procedures  always  will  protect  us  from  the
possible reckless or criminal acts committed by our employees or agents. If we are found to be liable for
anti-bribery  law  violations  (either  due  to  our  own  acts  or  our  inadvertence,  or  due  to  the  acts  or
inadvertence  of  others  including  our  partners,  agents,  subcontractors  or  suppliers),  we  could  suffer  from
criminal  or  civil  penalties  or  other  sanctions,  including  contract  cancellations  or  debarment,  and  loss  of
reputation, any of which could have a material adverse effect on our business. Litigation or investigations
relating  to  alleged  or  suspected  violations  of  anti-bribery  laws,  even  if  ultimately  such  litigation  or
investigations  demonstrate  that  we  did  not  violate  anti-bribery  laws,  could  be  costly  and  could  divert
management’s attention away from other aspects  of our business.

23

We could be adversely impacted if we fail  to  comply with  domestic and international import and export  laws.

Our  global  operations  require  importing  and  exporting  goods  and  technology  across  international
borders  on  a  regular  basis.  Our  policies  mandate  strict  compliance  with  U.S.  and  foreign  international
trade laws. To the extent we export technical services, data and products outside of the United States, we
are  subject  to  U.S.  and  international  laws  and  regulations  governing  international  trade  and  exports
including  but  not  limited  to  the  International  Traffic  in  Arms  Regulations,  the  Export  Administration
Regulations  and  trade  sanctions  against  embargoed  countries,  which  are  administered  by  the  Office  of
Foreign  Assets  Control  with  the  Department  of  Treasury.  From  time  to  time,  we  identify  certain
inadvertent or potential export or related violations. These violations may include, for example, transfers
without  required  governmental  authorization.  A  failure  to  comply  with  these  laws  and  regulations  could
result  in  civil  or  criminal  sanctions,  including  the  imposition  of  fines,  the  denial  of  export  privileges  and
suspension or debarment from participation in  U.S. government contracts.

Past and future environmental, safety and health regulations could impose significant additional cost on us that
reduce our profits.

We are subject to numerous environmental laws and health and safety regulations. Our projects can
involve  the  handling  of  hazardous  and  other  highly  regulated  materials,  including  nuclear  and  other
radioactive  materials,  which,  if  improperly  handled  or  disposed  of,  could  subject  us  to  civil  and  criminal
liabilities. It is impossible to reliably predict the full nature and effect of judicial, legislative or regulatory
developments  relating  to  health  and  safety  regulations  and  environmental  protection  regulations
applicable  to  our  operations.  The  applicable  regulations,  as  well  as  the  technology  and  length  of  time
available  to  comply  with  those  regulations,  continue  to  develop  and  change.  The  cost  of  complying  with
rulings  and  regulations,  satisfying  any  environmental  remediation  requirements  for  which  we  are  found
responsible,  or  satisfying  claims  or  judgments  alleging  personal  injury,  property  damage  or  natural
resource damages as a result of exposure to or contamination by hazardous materials, including as a result
of  commodities  such  as  lead  or  asbestos-related  products,  could  be  substantial,  may  not  be  covered  by
insurance, could reduce our profits and therefore could  materially impact our future operations.

In  addition,  risks  associated  with  nuclear  projects,  due  to  their  size,  construction  duration  and
complexity,  may  be  increased  by  new  and  modified  permitting,  licensing  and  regulatory  approvals  and
requirements that can be even more stringent and time consuming than similar conventional projects. Our
company,  along  with  our  investment  in  NuScale,  is  subject  to  a  number  of  regulations  such  as  the  U.S.
Nuclear Regulatory Commission and non-U.S. regulatory bodies, such as the International Atomic Energy
Commission and the European Union, which can have a substantial effect on our nuclear operations and
investments. Delays in receiving necessary approvals, permits or licenses, the failure to maintain sufficient
compliance  programs,  and  other  problems  encountered  during  construction  (including  changes  to  such
regulatory requirements) could significantly increase our costs or have an adverse effect on our results of
operations, our return on investments, our  financial position  and our cash flow.

A  substantial  portion  of  our  business  is  generated  either  directly  or  indirectly  as  a  result  of  federal,
state, local and foreign laws and regulations related to environmental matters. A reduction in the number
or  scope  of  these  laws  or  regulations,  or  changes  in  government  policies  regarding  the  funding,
implementation or enforcement of such laws and regulations, could significantly reduce the size of one of
our  markets and limit our opportunities for growth or reduce our revenue below  current levels.

If  we  do  not  have  adequate  indemnification  for  our  nuclear  services,  it  could  adversely  affect  our  business  and
financial condition.

We  provide  services  to  the  U.S.  Department  of  Energy  and  the  nuclear  energy  industry  in  the
on-going  maintenance  and  modification  of  nuclear  facilities  as  well  as  decontamination  and
decommissioning  activities  of  nuclear  plants.  The  Price-Anderson  Act  generally  indemnifies  parties
performing  services  to  nuclear  power  plants  and  Department  of  Energy  contractors;  however,  not  all
activities  we  engage  in  on  behalf  of  our  clients  are  covered.  Thus,  if  the  Price-Anderson  Act

24

indemnification protections do not apply to our services, or if the exposure occurs outside of the United
States in a region that does not have protections comparable to the Price-Anderson Act, our business and
financial condition could be adversely affected by our client’s refusal to contract with us, by our inability to
obtain commercially reasonable insurance or third party indemnification, or by the potentially significant
monetary damages we could incur.

Through a joint venture, we also provide services to the United Kingdom’s Nuclear Decommissioning
Agency (‘‘NDA’’) relating to the clean up and decommissioning of certain public sector sites in the United
Kingdom. Indemnification provisions under the Nuclear Installations Act of 1965 available to nuclear site
licensees, the Atomic Energy Authority and the Crown, and contractual indemnification from the NDA do
not  apply  to  every  liability  that  we  might  incur  while  performing  services  for  the  NDA.  If  the  Nuclear
Installations Act of 1965 and contractual indemnification provisions do not apply to our services or if our
exposure occurs outside of the United Kingdom, our business and financial condition could be adversely
affected.

Foreign currency risks could have an adverse  impact on company revenue, earnings and/or  backlog.

Certain of our contracts subject us to foreign currency risk, particularly when project contract revenue
is denominated in a currency different than the contract costs. In addition, our operational cash flows and
cash  balances,  though  predominately  held  in  U.S.  dollars,  may  consist  of  different  currencies  at  various
points in time in order to execute our project contracts globally and meet transactional requirements. We
may  attempt  to  minimize  our  exposure  to  foreign  currency  risk  by  obtaining  contract  provisions  that
protect  us  from  foreign  currency  fluctuations  and/or  by  implementing  hedging  strategies  utilizing
derivatives as hedging instruments. However, these actions may not always eliminate all foreign currency
risk, and as a result our profitability  on certain  projects  could be affected.

Our monetary assets and liabilities denominated in nonfunctional currencies are subject to currency
fluctuations when measured period to period for financial reporting purposes. In addition, the U.S. dollar
value  of  our  backlog  may  from  time  to  time  increase  or  decrease  significantly  due  to  foreign  currency
volatility. We may also be exposed to limitations on our ability to reinvest earnings from operations in one
country to fund our operations in other countries.

The  company’s  reported  revenue  and  earnings  of  foreign  subsidiaries  could  be  affected  by  foreign
currency volatility. Revenue, cost and earnings of foreign subsidiaries with functional currencies other than
the U.S. dollar are translated into U.S. dollars for reporting purposes. If the U.S. dollar appreciates against
a foreign subsidiary’s non-U.S. dollar functional currency, the company would report less revenue, cost and
earnings  in  U.S.  dollars  than  it  would  have  had  the  U.S.  dollar  depreciated  against  the  same  foreign
currency or if there had been no change  in the exchange rate.

Our business may be negatively impacted  if we are  unable  to adequately  protect  intellectual property rights.

Our success is dependent, in part, on our ability to differentiate our services through our technologies
and  know-how.  This  success  includes  the  ability  of  companies  in  which  we  invest,  such  as  NuScale  to
protect their intellectual property rights. We rely principally on a combination of patents, copyrights, trade
secrets, confidentiality agreements and other contractual arrangements to protect our interests. However,
these methods only provide a limited amount of protection and may not adequately protect our interests.
This can be especially true in certain foreign countries that do not protect intellectual property rights to the
same  extent  as  the  laws  of  the  United  States.  We  cannot  provide  assurances  that  others  will  not
independently  develop  technology  substantially  similar  to  our  trade  secret  technology  or  that  we  can
successfully preserve our intellectual property rights in the future. Our intellectual property rights could be
invalidated, circumvented, challenged or infringed upon. Litigation to determine the scope of intellectual
property rights, even if ultimately successful, could be costly and could divert management’s attention away
from other aspects of our business.

In  addition,  our  clients  or  other  third  parties  may  also  provide  us  with  their  technology  and
intellectual  property.  There  is  a  risk  that  we  may  not  sufficiently  protect  our  or  their  information  from

25

improper  use  or  dissemination  and,  as  a  result,  could  be  subject  to  claims  and  litigation  and  resulting
liabilities,  loss  of  contracts  or  other  consequences  that  could  have  an  adverse  impact  on  our  business,
financial condition and results of operation.

We also hold licenses from third parties which may be utilized in our business operations. If we are no
longer  able  to  license  such  technology  on  commercially  reasonable  terms  or  otherwise,  our  business  and
financial performance could be adversely affected.

Our continued success requires us to hire  and retain qualified  personnel.

The  success  of  our  business  is  dependent  upon  being  able  to  attract  and  retain  personnel,  including
engineers,  project  management  and  craft  employees  around  the  globe,  who  have  the  necessary  and
required  experience  and  expertise,  and  who  will  perform  these  services  at  a  reasonable  and  competitive
rate. Competition for these and other experienced personnel is intense. It may be difficult to attract and
retain  qualified  individuals  with  the  expertise  and  in  the  timeframe  demanded  by  our  clients.  In  certain
geographic areas, for example, we may not be able to satisfy the demand for our services because of our
inability to successfully hire and retain qualified personnel. Also, it may be difficult to replace personnel
who hold government granted eligibility that may be required to obtain certain government projects and/or
who have significant government contract experience.

As some of our executives and other key personnel approach retirement age, we need to provide for
smooth  transitions,  which  may  require  that  we  devote  time  and  resources  to  indentify  and  integrate  new
personnel  into  these  leadership  roles  and  other  key  positions.  If  we  are  unable  to  attract  and  retain  a
sufficient number of skilled personnel or effectively implement appropriate succession plans, our ability to
pursue  projects  may  be  adversely  affected,  the  costs  of  executing  our  existing  and  future  projects  may
increase and our financial performance  may  decline.

In addition, the cost of providing our services, including the extent to which we utilize our workforce,
affects our profitability. For example, the uncertainty of contract award timing can present difficulties in
matching our workforce size with our contracts. If an expected contract award is delayed or not received,
we could incur costs resulting from excess staff, reductions in staff, or redundancy of facilities that could
have a material adverse impact on our business, financial conditions and results  of operations.

Our employees work on projects that are inherently dangerous and in locations where there are high security risks,
and a failure to maintain a safe work site  could result in  significant losses.

We often work on large-scale and complex projects, frequently in geographically remote or high risk
locations  that  are  subject  to  political,  social  or  economic  risks,  or  war  or  civil  unrest.  In  those  locations
where we have employees or operations, we may expend significant efforts and incur substantial security
costs to maintain the safety of our personnel. In addition, our project sites can place our employees and
others  near  large  equipment,  dangerous  processes  or  substances  or  highly  regulated  materials,  and  in
challenging  environments.  Safety  is  a  primary  focus  of  our  business  and  is  critical  to  our  reputation  and
performance. Often, we are responsible for safety on the project sites where we work. Many of our clients
require that we meet certain safety criteria to be eligible to bid on contracts, and some of our contract fees
or  profits  are  subject  to  satisfying  safety  criteria.  Unsafe  work  conditions  also  have  the  potential  of
increasing  employee  turnover,  increasing  project  costs  and  raising  our  operating  costs.  If  we  fail  to
implement appropriate safety procedures and/or if our procedures fail, our employees or others may suffer
injuries  or  even  loss  of  life,  the  completion  of  a  project  could  be  delayed  and  we  could  experience
investigations  or  litigation.  Although  we  maintain  functional  groups  whose  primary  purpose  is  to
implement effective health, safety and environmental procedures throughout our company, the failure to
comply  with  such  procedures,  client  contracts  or  applicable  regulations  could  subject  us  to  losses  and
liability. And, despite these activities, in these locations and at these sites, we cannot guarantee the safety
of our personnel, nor damage to or loss  of  work,  equipment  or supplies.

26

We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions,
and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business
or achieve our growth objectives.

Our  ongoing  ability  to  generate  cash  is  important  for  the  funding  of  our  continuing  operations,
making  acquisitions,  investing  in  joint  ventures  and  the  servicing  of  our  indebtedness.  To  the  extent  that
existing cash balances and cash flow from operations, together with borrowing capacity under our existing
credit facilities, are insufficient to make investments or acquisitions or provide needed working capital, we
may require additional financing from other sources. Our ability to obtain such additional financing in the
future will depend in part upon prevailing capital market conditions, as well as conditions in our business
and our operating results; and those factors may affect our efforts to arrange additional financing on terms
that are acceptable to us. Furthermore, if global economic, political or other market conditions adversely
affect the financial institutions which provide credit to us, it is possible that our ability to draw upon our
credit  facilities  may  be  impacted.  If  adequate  funds  are  not  available,  or  are  not  available  on  acceptable
terms,  we  may  not  be  able  to  make  future  investments,  take  advantage  of  acquisitions  or  other
opportunities, or respond to competitive  challenges.

We may be unable to win new contract awards if we cannot provide clients with letters of credit, bonds or other
security or credit enhancements.

In certain of our business lines it is industry practice for customers to require surety bonds, letters of
credit, bank guarantees or other forms of credit enhancement. Surety bonds, letters of credit or guarantees
indemnify our clients if we fail to perform our obligations under our contracts. Historically, we have had
strong  surety  bonding  capacity  due  to  our  industry  leading  credit  rating,  but,  bonding  is  provided  at  the
surety’s sole discretion. In addition, because of the overall limitations in worldwide bonding capacity, we
may find it difficult to find sufficient surety bonding capacity to meet our total surety bonding needs. With
regard  to  letters  of  credit,  while  we  have  had  adequate  capacity  under  our  existing  credit  facilities,  any
capacity  that  may  be  required  in  excess  of  our  credit  limits  would  be  at  our  lenders’  sole  discretion  and
therefore is not certain. Failure to provide credit enhancements on terms required by a client may result in
an inability to compete for or win a project.

Any acquisitions, dispositions or other investments  may  present risks or uncertainties.

We have made and expect to continue to pursue selective acquisitions or dispositions of businesses, or
investments in strategic business opportunities. We cannot provide assurances that we will be able to locate
suitable acquisitions or investments, or that we will be able to consummate any such transactions on terms
and conditions acceptable to us, or that such transactions will be successful. Acquisitions may bring us into
businesses  we  have  not  previously  conducted  or  jurisdictions  where  we  have  had  little  to  no  prior
operations experience and thus expose us to additional business risks that are different from those we have
traditionally experienced. We also may encounter difficulties identifying all significant risks during our due
diligence  activities  or  integrating  acquisitions  and  successfully  managing  the  growth  we  expect  to
experience from these acquisitions. We may not be able to successfully cause a buyer of a divested business
to  assume  the  liabilities  of  that  business  or,  even  if  such  liabilities  are  assumed,  we  may  have  difficulties
enforcing our rights, contractual or otherwise, against the buyer. We may invest in companies or businesses
that  fail,  causing  a  loss  of  all  or  part  of  our  investment.  In  addition,  if  we  determine  that  an
other-than-temporary decline in the fair value exists for a company in which we have invested, we may have
to write down that investment to its fair value and recognize the related write-down as an investment loss.
For cases in which we are required under the equity method or the proportionate consolidation method of
accounting to recognize a proportionate share of another company’s income or loss, such income or loss
may impact our earnings.

27

Although we expect to realize certain benefits as a result of our acquisitions, there is a possibility that we may be
unable to successfully integrate our businesses in order to realize the anticipated benefits of these acquisitions or do
so within the intended timeframe.

As a result of recent acquisitions or acquisitions that are in progress, or those that may occur in the
future,  we  have  been  and  will  continue  to  devote  significant  management  attention  and  resources  to
integrating the business practices and operations of companies we acquire. Difficulties we may encounter
in the integration process include:

(cid:129) A delay in the integration of management  teams, strategies, operations, products and  services;

(cid:129) Diversion of the attention of management as a result of the  acquisition;

(cid:129) The consequences of a change in tax treatment, including the costs of integration and compliance,

and the possibility that the anticipated benefits of  the acquisition will not be realized;

(cid:129) Differences in corporate culture and management philosophies;

(cid:129) The ability to retain key personnel;

(cid:129) The challenges of integrating complex systems, technology, networks and other assets into ours in a

way that minimizes any adverse effects on  the business; and

(cid:129) Potential  unknown  liabilities  and  unforeseen  increased  expenses  or  delays  associated  with  the

acquisition, including the costs to integrate beyond current estimates.

Any  of  these  factors  could  affect  each  company’s  ability  to  maintain  business  relationships  or  our
ability  to  achieve  the  anticipated  benefits  of  the  acquisition,  or  could  reduce  our  earnings  or  otherwise
adversely affect our business and financial results.

Our actual results could differ from the assumptions and  estimates  used to prepare our financial statements.

In  preparing  our  financial  statements,  we  are  required  under  U.S.  generally  accepted  accounting
principles to make estimates and assumptions as of the date of the financial statements. These estimates
and assumptions affect the reported values of assets, liabilities, revenue and expenses, and the disclosure of
contingent assets and liabilities. Areas requiring  significant estimates by our management include:

(cid:129) recognition  of  contract  revenue,  costs,  profits  or 

losses 

in  applying  the  principles  of

percentage-of-completion accounting;

(cid:129) recognition of revenues related to  project incentives or awards we expect to receive;

(cid:129) recognition of recoveries under contract  change orders or claims;

(cid:129) estimated amounts for expected project losses, warranty  costs, contract close-out  or other costs;

(cid:129) collectability of billed and unbilled accounts receivable and the need and amount of any allowance

for doubtful accounts;

(cid:129) asset valuations;

(cid:129) income tax provisions and related valuation  allowances;

(cid:129) determination of expense and potential liabilities under pension and other post-retirement benefit

programs; and

(cid:129) accruals for other estimated liabilities, including  litigation and insurance revenues/reserves.

Our actual business and financial results could differ from our estimates of such results, which could

have a material negative impact on our  financial condition  and  reported results of operations.

28

It  can be very difficult or expensive to obtain the insurance we need for our business operations.

As part of business operations we maintain insurance both as a corporate risk management strategy
and to satisfy the requirements of many of our contracts. Although in the past we have been generally able
to cover our insurance needs, there can be no assurances that we can secure all necessary or appropriate
insurance  in  the  future,  or  that  such  insurance  can  be  economically  secured.  For  example,  catastrophic
events  can  result  in  decreased  coverage  limits,  more  limited  coverage,  increased  premium  costs  or
deductibles.  We  also  monitor  the  financial  health  of  the  insurance  companies  from  which  we  procure
insurance, and this is one of the factors we take into account when purchasing insurance. Our insurance is
purchased  from  a  number  of  the  world’s  leading  providers,  often  in  layered  insurance  or  quota  share
arrangements.  If  any  of  our  third  party  insurers  fail,  abruptly  cancel  our  coverage  or  otherwise  cannot
satisfy their insurance requirements to us, then our overall risk exposure and operational expenses could
be increased and our business operations  could be interrupted.

We may  be affected by market or regulatory responses to  climate change.

Growing  concerns  about  climate  change  may  result  in  the  imposition  of  additional  environmental
regulations.  Legislation,  international  protocols  or  treaties,  regulation  or  other  restrictions  on  emissions
could affect our clients, including those who (a) are involved in the exploration, production or refining of
fossil fuels such as our Oil & Gas segment clients, (b) emit greenhouse gases through the combustion of
fossil fuels, including some of our Power segment clients or (c) emit greenhouse gases through the mining,
manufacture, utilization or production of materials or goods. Such legislation or restrictions could increase
the costs of projects for us and our clients or, in some cases, prevent a project from going forward, thereby
potentially  reducing  the  need  for  our  services  which  could  in  turn  have  a  material  adverse  effect  on  our
operations  and  financial  condition.  However,  legislation  and  regulation  regarding  climate  change  could
also increase the pace of development of carbon capture and storage projects, alternative transportation,
alternative  energy  facilities,  such  as  wind  farms,  or  incentivize  increased  implementation  of  clean  fuel
projects  which  could  positively  impact  the  demand  for  our  services.  We  cannot  predict  when  or  whether
any of these various legislative and regulatory proposals may become law or what their effect will be on us
and our customers.

In the event we make acquisitions using our stock as consideration, stockholders’ ownership percentage would be
diluted.

We  intend  to  grow  our  business  not  only  organically  but  also  potentially  through  acquisitions.  One
method of paying for acquisitions or to otherwise fund our corporate initiatives is through the issuance of
additional equity securities. If we do issue additional equity securities, the issuance would have the effect of
diluting our earnings per share and stockholders’ percentage ownership.

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:

(cid:129) stockholders may not act by written consent;

(cid:129) there are various restrictions on the ability of a stockholder to call a special meeting or to nominate

a director for election; and

(cid:129) our Board of Directors can authorize the issuance of  preferred  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.

29

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  7.4  million  rentable  square  feet.  Our  executive
offices are located at 6700 Las Colinas Boulevard, Irving, Texas. As our business and the mix of structures
are  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  to  third  party  tenants.  While  we  have  operations  worldwide,  the  following  table  describes  the
location and general character of our  more significant existing facilities:

Location

United States:

Interest

Greenville, South Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned and Leased
Houston (Sugar Land), Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased
Irving, Texas (Corporate Headquarters) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Southern California (Aliso Viejo, Irvine  and Long Beach) . . . . . . . . . . . . . . . . Leased

Canada:

Calgary, Alberta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned and Leased
Vancouver, British Columbia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased

Latin America:

Buenos  Aires, Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased
Mexico City, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased
Santiago, Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned and Leased

Europe, Africa and Middle East:

Al Khobar, Saudi Arabia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Amsterdam, the Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Farnborough, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned and Leased
Gliwice, Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Johannesburg, South Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased

Asia/Asia Pacific:

Cebu, the Philippines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased
Manila, the Philippines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned and Leased
New Delhi, India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased
Perth, Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased
Shanghai, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased

We also lease or own a number of sales, administrative and field construction offices, warehouses and
equipment yards strategically located throughout the world. In addition, through various joint ventures, we
fabricate in Mexico, Canada, the Philippines and Russia and, commencing  in 2016, in  China.

Item 3. Legal Proceedings

Fluor and its subsidiaries, as part of their normal business activities, are parties to a number of legal
proceedings  and  other  matters  in  various  stages  of  development.  Management  periodically  assesses  our
liabilities and contingencies in connection with these matters based upon the latest information available.
We  disclose  material  pending  legal  proceedings  pursuant  to  Securities  and  Exchange  Commission  rules
and other pending matters as we may  determine to be appropriate.

30

For  information  on  legal  proceedings  and  matters  in  dispute,  see  ‘‘14.  Contingencies  and

Commitments’’ in the Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’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  Consolidated  Transactions  Reporting  System,  and  the  cash  dividends  paid  per  share  of
common stock.

Year Ended December 31, 2015

Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First  Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31, 2014

Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First  Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common Stock

Price Range

High

Low

Dividends
Per Share

$50.91
$53.48
$62.26
$61.06

$69.69
$79.20
$79.93
$83.93

$40.61
$40.70
$52.72
$51.80

$55.60
$66.52
$72.70
$73.32

$0.21
$0.21
$0.21
$0.21

$0.21
$0.21
$0.21
$0.21

Any  future  cash  dividends  will  depend  upon  our  results  of  operations,  financial  condition,  cash
requirements, availability of surplus and such other factors as our Board of Directors may deem relevant.
See ‘‘Item 1A. — Risk Factors.’’

At February 11, 2016, there were 138,917,663 shares outstanding and 5,180 stockholders of record of
the  company’s  common  stock.  The  company  estimates  there  were  an  additional  188,534  stockholders
whose shares were held by banks, brokers or other financial institutions at February 8, 2016.

31

Issuer  Purchases of Equity Securities

The  following  table  provides  information  as  of  the  three  months  ended  December  31,  2015  about
purchases by the company of equity securities that are registered by the company pursuant to Section 12 of
the Exchange Act.

Period

Total Number
of Shares
Purchased(1)

Average Price
Paid per
Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs

October 1–October 31, 2015 . . . . . . . . .
November 1–November 30, 2015 . . . . .
December 1–December 31, 2015 . . . . . .

744,777
773,500
1,698,180

Total . . . . . . . . . . . . . . . . . . . . . . . .

3,216,457

$44.01
48.31
47.04

$46.65

744,777
773,500
1,698,180

3,216,457

Maximum
Number of
Shares that May
Yet Be Purchased
Under  Plans  or
Programs(2)

4,284,549
3,511,049
1,812,869

(1) Consists  of  3,216,457  shares  of  company  stock  repurchased  and  canceled  by  the  company  under  its

stock repurchase program for total consideration of $150 million.

(2) The share repurchase program was originally announced on November 3, 2011 for 12,000,000 shares
and  was  subsequently  amended  on  February  6,  2013,  February  6,  2014  and  November  18,  2014  to
increase  the  size  of  the  program  by  8,000,000  shares,  6,000,000  shares  and  10,000,000  shares,
respectively. As of December 31, 2015, we had 1,812,869 shares remaining available for purchase. On
February 4, 2016, the Board of Directors approved an increase of 10,000,000 shares to the program.
The  company  continues  to  repurchase  shares  from  time  to  time  in  open  market  transactions  or
privately negotiated transactions, including through pre-arranged trading programs, at its discretion,
subject  to  market  conditions  and  other  factors  and  at  such  time  and  in  amounts  that  the  company
deems appropriate.

32

Item 6. Selected Financial Data

The following table presents selected financial data for the last five years. This selected financial data
should  be  read  in  conjunction  with  the  consolidated  financial  statements  and  related  notes  included  in
‘‘Item 15. — Exhibits and Financial Statement Schedules.’’ Amounts are expressed in millions, except for
per  share and employee information:

CONSOLIDATED OPERATING RESULTS

Total  revenue
Earnings  from continuing operations  before taxes

Amounts  attributable to Fluor Corporation:
Earnings  from continuing operations(1)
Loss  from discontinued operations, net of taxes

Net  earnings(1)

Basic earnings (loss) per share attributable to Fluor

Corporation:
Earnings  from continuing operations(1)
Loss  from discontinued operations, net of taxes

Net earnings(1)

Diluted  earnings (loss) per share attributable to Fluor

Corporation:
Earnings  from continuing operations(1)
Loss from discontinued operations, net of taxes

Net  earnings(1)

Cash  dividends  per common share declared

Return on average shareholders’ equity(2)

CONSOLIDATED FINANCIAL POSITION
Current assets
Current liabilities

Working capital

Property, plant and equipment, net
Total assets
Capitalization

3.375% Senior Notes
3.5% Senior Notes
1.5% Convertible Senior Notes
Other debt obligations
Shareholders’ equity

Total  capitalization

Year Ended December 31,

2015

2014

2013

2012

2011

$18,114.0
726.6

$21,531.6
1,204.9

$27,351.6
1,177.6

$27,577.1
733.5

$23,381.4
1,001.8

$

$

$

$

$

$

$

418.2
(5.7)

715.5
(204.6)

412.5

$

510.9

2.89
(0.04)

2.85

2.85
(0.04)

2.81

0.84

$

$

$

$

$

4.54
(1.30)

3.24

4.48
(1.28)

3.20

0.84

$

$

$

$

$

$

$

667.7
—

667.7

4.11
—

4.11

4.06
—

4.06

0.64

$

$

$

$

$

$

$

456.3
—

456.3

2.73
—

2.73

2.71
—

2.71

0.64

$

$

$

$

$

$

$

593.7
—

593.7

3.44
—

3.44

3.40
—

3.40

0.50

13.6%

20.1%

18.6%

13.0%

17.4%

$ 5,278.3
2,935.4

$ 5,758.0
3,330.9

$ 6,003.7
3,407.2

$ 6,094.1
3,887.1

$ 5,878.7
3,838.2

2,342.9

892.3
7,631.5

497.5
495.2
—
—
2,997.3

3,990.0

2,427.1

980.3
8,194.4

497.0
494.6
18.3
10.4
3,110.9

4,131.2

2,596.5

967.0
8,323.9

496.6
—
18.4
11.4
3,757.0

4,283.4

2,207.0

951.3
8,276.0

496.2
—
18.5
26.3
3,341.3

3,882.3

2,040.5

921.6
8,268.4

495.7
—
19.5
17.8
3,395.5

3,928.5

Total debt as a percent of total capitalization

24.9%

24.7%

12.3%

13.9%

13.6%

Shareholders’ equity per common share

Common shares outstanding at year end

OTHER DATA

New  awards
Backlog  at year end(3)
Capital  expenditures
Cash  provided by operating activities
Cash  utilized  by investing activities
Cash  utilized  by financing activities
Employees at  year end
Salaried  employees
Craft/hourly employees

Total employees

$

21.56

$

20.93

$

23.29

$

20.58

$

20.09

139.0

148.6

161.3

162.4

169.0

$21,846.2
44,726.1
240.2
849.1
(66.5)
(728.2)

$28,831.1
42,481.5
324.7
642.6
(199.1)
(666.4)

$25,085.6
34,907.1
288.5
788.9
(234.6)
(369.6)

$27,129.2
38,199.4
254.7
603.8
(13.7)
(616.6)

$26,896.1
39,483.7
338.2
889.7
(436.4)
(395.8)

27,195
11,563

38,758

27,643
9,865

37,508

29,425
8,704

38,129

32,592
8,601

41,193

33,252
9,835

43,087

(1)

Net  earnings  attributable  to  Fluor  Corporation  in  2015  included  a  pre-tax  pension  settlement  charge  of  $240  million  (or
$1.04  per  diluted  share),  a  pre-tax  loss  of  $60  million  (or  $0.26  per  diluted  share)  (including  the  reversal  of  previously

33

recognized profit) resulting from forecast revisions for a  large gas-fired power plant in Brunswick County, Virginia, and a
pre-tax gain of $68 million (or $0.30 per diluted share) related to the sale of 50 percent of the company’s ownership interest
in  its  principal  operating  subsidiary  in  Spain  to  facilitate  the  formation  of  an  Oil  &  Gas  joint  venture.  Net  earnings
attributable to Fluor Corporation in 2015 also included an after-tax loss from discontinued operations of $6 million (or $0.04
per  diluted  share)  resulting  from  the  settlement  of  lead  exposure  cases  related  to  the  previously  divested  lead  business  of
St. Joe Minerals Corporation and The Doe Run Company in Herculaneum, Missouri and the payment of legal fees incurred
in connection with a pending indemnification action against the buyer of the lead business for these settlements and others.
The  tax  effect associated with this loss was $3  million.

Net  earnings  attributable  to  Fluor  Corporation  in  2014  included  an  after-tax  loss  from  discontinued  operations  of
$205 million (or $1.28 per diluted share) in connection with the reassessment of estimated loss contingencies related to the
divested  lead business. The tax effect associated with this loss was $112 million.

Net earnings attributable to Fluor Corporation in 2013 included pre-tax income of $57 million (or $0.22 per diluted share)
resulting from the favorable resolution of various issues with the U.S. government related to 2001 - 2013. Of this amount,
$31 million was the result of resolving challenges as to the reimbursability of certain costs, $11 million was the result of a
favorable court ruling that resolved certain disputed items and $15 million was related to the closeout and final disposition of
other  matters.

Net earnings attributable to Fluor Corporation in 2012 included pre-tax charges of $416 million (or $1.57 per diluted share)
for the Greater Gabbard Offshore Wind Farm Project (‘‘Greater Gabbard Project’’), a pre-tax gain of $43 million (or $0.16
per  diluted  share)  on  the  sale  of  the  company’s  unconsolidated  interest  in  a  telecommunications  company  located  in  the
United Kingdom and tax benefits of $43 million ($0.25 per diluted share) associated with the net reduction of tax reserves
for  various domestic and international  disputed items and a U.S. Internal Revenue Service  (‘‘IRS’’) settlement.

Net earnings attributable to Fluor Corporation in 2011 included pre-tax charges of $60 million (or $0.21 per diluted share)
for the Greater Gabbard Project.

See ‘‘Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ on pages 34 to 52
and Notes to Consolidated Financial Statements on pages F-8 to F-50 for additional information relating to significant items
affecting the results of operations for 2013 -  2015.

(2)

(3)

Return on average shareholders’ equity is calculated based on net earnings from continuing operations attributable to Fluor
Corporation divided by the average shareholders’ equity of the five most recent quarters.

The  company  began  including  the  unfunded  portion  of  multi-year  government  contract  new  awards  in  its  backlog  as  of
December  31,  2013  to  be  more  comparable  to  industry  practice.  As  a  result  of  this  change,  total  backlog  included
$912  million,  $2.1  billion  and  $983  million  of  unfunded  government  contracts  as  of  December  31,  2015,  2014  and  2013,
respectively.

Item 7. Management’s Discussion and Analysis  of Financial Condition and  Results  of  Operations

Introduction

The following discussion and analysis is provided to increase the understanding of, and should be read
in  conjunction  with,  the  Consolidated  Financial  Statements  and  accompanying  Notes.  For  purposes  of
reviewing  this  document,  ‘‘segment  profit’’  is  calculated  as  revenue  less  cost  of  revenue  and  earnings
attributable  to  noncontrolling  interests  excluding:  corporate  general  and  administrative  expense;  interest
expense;  interest  income;  domestic  and  foreign  income  taxes;  other  non-operating  income  and  expense
items; and loss from discontinued operations. For a reconciliation of total segment profit to earnings from
continuing operations before taxes, see ‘‘16. Operations by Business Segment and Geographical Area’’ in
the Notes to Consolidated Financial  Statements.

Results of Operations

Consolidated revenue for 2015 was $18.1 billion compared to $21.5 billion for 2014. This decrease was
principally  due  to  a  significant  decline  in  project  execution  activities  in  the  mining  and  metals  and
infrastructure  business  lines  of  the  Industrial  &  Infrastructure  segment  and  lower  revenue  from  project
execution  activities  for  certain  large  upstream  projects  progressing  to  completion  in  the  Oil  &  Gas
segment.

Consolidated revenue for 2014 was $21.5 billion compared to $27.4 billion for 2013. This decrease was
primarily due to reduced volume in the mining and metals business line of the Industrial & Infrastructure
segment.

34

Earnings from continuing operations before taxes for 2015 decreased 40 percent to $727 million from
$1.2 billion in 2014 primarily due to a pre-tax pension settlement charge of $240 million (discussed below).
The  decrease  in  earnings  from  continuing  operations  before  taxes  in  2015  also  reflected  reduced
contributions  from  the  mining  and  metals  and  infrastructure  business  lines  of  the  Industrial  &
Infrastructure segment, as well as the Power and Global Services segments. These declines were partially
offset by higher contributions from the Oil &  Gas segment and a  $68 million  pre-tax gain related  to  the
sale  of  50  percent  of  the  company’s  ownership  interest  in  its  principal  operating  subsidiary  in  Spain  to
facilitate the formation of an Oil & Gas joint  venture.

Earnings from continuing operations before taxes for 2014 of $1.2 billion were up modestly compared
to 2013. Improved contributions from the Oil & Gas segment during 2014 were offset by lower earnings in
the  Industrial  &  Infrastructure,  Government  and  Global  Services  segments.  Improvements  in  the  Oil  &
Gas segment were primarily due to higher project execution activities on several petrochemical projects on
the  Gulf  Coast  of  the  United  States  and  various  international  projects  in  the  upstream  market.  These
improvements  were  offset  by  a  lower  volume  of  project  execution  activities  in  the  mining  and  metals
business  line;  a  reduction  in  project  execution  activities  for  the  Logistics  Civil  Augmentation  Program
(‘‘LOGCAP  IV’’)  for  the  U.S.  Army  in  Afghanistan,  and  reduced  contribution  from  the  equipment
business line.

During 2015, the company settled the remaining obligations associated with the U.S. defined benefit
pension plan (the ‘‘U.S. plan’’). Plan participants received vested benefits from the plan assets by electing
either  a  lump-sum  distribution,  roll-over  contribution  to  other  defined  contribution  or  individual
retirement  plans,  or  an  annuity  contract  with  a  third-party  provider.  As  a  result  of  the  settlement,  the
company was relieved of any further obligation. During 2015, the company recorded a pension settlement
charge of $240 million which consisted primarily of unrecognized actuarial losses included in accumulated
other comprehensive loss.

As discussed in Note 2 of the Notes to Consolidated Financial Statements, the company recorded a
loss from discontinued operations of $205 million (net of taxes of $112 million) during 2014 in connection
with  the  reassessment  of  estimated  loss  contingencies  related  to  the  lead  business  of  St.  Joe  Minerals
Corporation (‘‘St. Joe’’) and The Doe Run Company (‘‘Doe Run’’) in Herculaneum, Missouri, which are
discontinued  operations.  In  1994,  the  company  sold  its  interests  in  St.  Joe  and  Doe  Run,  along  with  all
liabilities  associated  with  the  lead  business,  pursuant  to  a  sale  agreement  in  which  the  buyer  agreed  to
indemnify the company for those liabilities. During 2015, the company recorded a loss from discontinued
operations of $6 million (net of taxes of $3 million) resulting from the settlement of lead exposure cases
related to the divested lead business and the payment of legal fees incurred in connection with a pending
indemnification action against the buyer  of the  lead  business  for these settlements and  others.

The  effective  tax  rate  on  earnings  from  continuing  operations  was  33.8  percent,  29.3  percent  and
30.1  percent  for  2015,  2014  and  2013,  respectively.  The  2015  rate  was  impacted  unfavorably  by  foreign
losses  without  a  tax  benefit,  partially  offset  by  benefits  resulting  from  an  IRS  settlement  for  tax  years
2004  -  2005  and  the  conclusion  of  an  IRS  audit  for  tax  years  2009  -  2011.  The  2014  rate  was  impacted
favorably by the release of previously unrecognized tax positions related to the conclusion of an IRS audit
for  tax  years  2006  -  2008,  the  reversal  of  certain  valuation  allowances,  and  the  domestic  production
activities  deduction.  The  2013  rate  was  impacted  favorably  by  research  tax  credits  and  the  domestic
production activities deduction which were partially offset by a foreign loss without a tax benefit. Factors
affecting the effective tax rates for 2013 - 2015 are discussed further under ‘‘— Corporate, Tax and Other
Matters’’ below.

Diluted  earnings  per  share  from  continuing  operations  in  2015  were  $3.89,  excluding  the  pension
settlement  charge  of  $1.04  per  diluted  share.  Diluted  earnings  per  share  from  continuing  operations  in
2015  were  $2.85,  including  the  pension  settlement  charge.  Diluted  earnings  per  share  from  continuing
operations  were  $4.48  and  $4.06  in  2014  and  2013,  respectively.  In  addition  to  the  pension  settlement
charge, the decrease in 2015 earnings was driven by the lower performance of the segments noted above in
the  discussion  of  earnings  from  continuing  operations  before  taxes.  The  impact  of  having  fewer

35

outstanding  shares  due  to  the  repurchase  of  common  stock  slightly  offset  the  reduction  in  earnings.  The
principal reason for the 2014 increase was the improved performance of the segments noted above. Other
contributing factors to the 2014 increase included reduced earnings attributable to noncontrolling interests
in 2014 compared to 2013, a lower share count resulting from the repurchase of common stock and a more
favorable effective tax rate in 2014.

The company’s results reported by foreign subsidiaries with non-U.S. dollar functional currencies are
affected  by  foreign  currency  volatility.  When  the  U.S.  dollar  appreciates  against  the  non-U.S.  dollar
functional  currencies  of  these  subsidiaries,  the  company’s  reported  revenue,  cost  and  earnings,  after
translation  into  U.S.  dollars,  are  lower  than  what  they  would  have  been  had  the  U.S.  dollar  depreciated
against the same foreign currencies or if there had been  no change  in the exchange rates.

The company’s margins, in some cases, may be favorably or unfavorably impacted by a change in the
mix of work performed or a change in the amount of customer-furnished materials, which are accounted
for as pass-through costs. During 2015 and 2014, the Oil & Gas segment experienced higher segment profit
margin  that  was  partially  due  to  a  shift  in  the  mix  of  work  from  lower  margin  construction  activities  to
higher  margin  engineering  activities.  This  shift  corresponds  to  an  increase  in  the  volume  of  project
execution  activities  for  projects  that  are  in  the  earlier  stages  of  the  project  life  cycle  compared  to  prior
years. Also during 2014, the Industrial & Infrastructure segment experienced higher segment profit margin
because of a significantly lower content of customer-furnished materials compared  to  the prior year.

The  Oil  &  Gas  segment  remains  well  positioned  for  new  project  activity  in  downstream  and
petrochemical markets; however, declining oil prices since the latter part of 2014 have affected the timing
of  new  awards  and  the  pace  of  execution  on  certain  existing  projects.  In  the  Industrial  &  Infrastructure
segment, mining and metals business has continued to slow as major capital investment decisions by most
mining  customers  have  been  deferred.  Revenue  in  the  Government  segment  continues  to  be  adversely
impacted by reduced project execution activities of LOGCAP IV in  Afghanistan.

In  December  2015,  the  company  signed  an  agreement  with  U.K.-based  private  equity  firm  Arle
Capital  Partners  to  acquire  100  percent  of  Stork  Holding  B.V.  (‘‘Stork’’),  based  in  the  Netherlands,  for
A695 million (or approximately $755 million), including the assumption of debt and other liabilities. Stork
is a global provider of maintenance, modification and asset integrity services associated with large existing
industrial  facilities  in  the  oil  and  gas,  chemicals,  petrochemicals,  industrial  and  power  markets.  The
acquisition  is  expected  to  close  in  the  first  half  of  2016  and  is  subject  to  regulatory  approvals  and
consultation procedures. The company intends to use existing sources of liquidity, including existing lines
of credit to initially finance the transaction and expects to secure long-term financing through the issuance
of debt in international markets.

Consolidated  new  awards  for  2015  were  $21.8  billion  compared  to  $28.8  billion  in  2014  and
$25.1 billion in 2013. The Oil & Gas and Power segments were the major contributors to the new award
activity  during  2015.  The  major  contributors  of  new  award  activity  during  2014  were  the  Oil  &  Gas  and
Government  segments.  The  Oil  &  Gas  and  Industrial  &  Infrastructure  segments  were  the  significant
drivers of new award activity during 2013. Approximately 48 percent of consolidated new awards for 2015
were for projects located outside of the  United States compared to 71 percent for 2014.

Consolidated  backlog  was  $44.7  billion  as  of  December  31,  2015,  $42.5  billion  as  of  December  31,
2014, and $34.9 billion as of December 31, 2013. The higher backlog at the end of 2015 was primarily due
to significant new awards in the Power segment, partially offset by declines in backlog in the mining and
metals business line of the Industrial & Infrastructure segment and the Government segment. Backlog was
negatively impacted by approximately $3.0 billion in 2015 due to a strengthening U.S. dollar compared to
most major foreign currencies. The higher backlog at the end of 2014 was primarily due to significant new
awards in the Oil & Gas and Government segments, partially offset by a decline in backlog in the mining
and  metals  business  line  of  the  Industrial  &  Infrastructure  segment.  As  of  December  31,  2015,
approximately 59 percent of consolidated backlog related to projects located outside of the United States
compared to 66 percent as of December  31,  2014.

36

For a more detailed discussion of operating performance of each business segment, corporate general
and  administrative  expense  and  other  items,  see  ‘‘—  Segment  Operations’’  and  ‘‘—  Corporate,  Tax  and
Other Matters’’ below.

Non-GAAP Financial Measures

‘‘Results of Operations’’ contains a discussion of diluted earnings per
share from continuing operations, excluding certain expenses relating to the settlement of the U.S. defined
benefit  pension  plan,  that  would  be  deemed  a  non-GAAP  financial  measure.  The  company  believes  the
exclusion  of  this  unusual  item  allows  investors  to  evaluate  the  company’s  ongoing  earnings  and  make
meaningful period-over-period comparisons.

Discussion of Critical Accounting Policies  and Estimates

The  company’s  discussion  and  analysis  of  its  financial  condition  and  results  of  operations  is  based
upon  its  Consolidated  Financial  Statements,  which  have  been  prepared  in  accordance  with  accounting
principles  generally  accepted  in  the  United  States.  The  company’s  significant  accounting  policies  are
described  in  the  Notes  to  Consolidated  Financial  Statements.  The  preparation  of  the  Consolidated
Financial  Statements  requires  management  to  make  estimates  and  judgments  that  affect  the  reported
amounts  of  assets,  liabilities,  revenue  and  expenses,  and  related  disclosure  of  contingent  assets  and
liabilities. Estimates are based on information available through the date of the issuance of the financial
statements and, accordingly, actual results in future periods could differ from these estimates. Significant
judgments  and  estimates  used  in  the  preparation  of  the  Consolidated  Financial  Statements  apply  to  the
following critical accounting policies:

is 

on 

revenue 

recognized 

Engineering 

and  Construction  Contracts Contract 

the
percentage-of-completion  method  based  on  contract  cost  incurred  to  date  compared  to  total  estimated
contract  cost.  Contracts  are  generally  segmented  between  types  of  services,  such  as  engineering  and
construction, and accordingly, gross margin related to each activity is recognized as those separate services
are  rendered.  The  percentage-of-completion  method  of  revenue  recognition  requires  the  company  to
prepare estimates of cost to complete for contracts in progress. In making such estimates, judgments are
required to evaluate contingencies such as potential variances in schedule and the cost of materials, labor
cost and productivity, the impact of change orders, liability claims, contract disputes and achievement of
contractual  performance  standards.  Changes  in  total  estimated  contract  cost  and  losses,  if  any,  are
recognized in the period they are determined. Pre-contract costs are expensed as incurred. The majority of
the company’s engineering and construction contracts provide for reimbursement on a cost-plus, fixed-fee
or  percentage-fee  basis.  As  of  December  31,  2015,  78  percent  of  the  company’s  backlog  was  cost
reimbursable while 22 percent was for fixed-price, lump-sum or guaranteed maximum contracts. In certain
instances,  the  company  provides  guaranteed  completion  dates  and/or  achievement  of  other  performance
criteria.  Failure  to  meet  schedule  or  performance  guarantees  could  result  in  unrealized  incentive  fees  or
liquidated damages. In addition, increases in contract cost can result in non-recoverable cost which could
exceed  revenue  realized  from  the  projects.  The  company  generally  provides  limited  warranties  for  work
performed  under  its  engineering  and  construction  contracts.  The  warranty  periods  typically  extend  for  a
limited  duration  following  substantial  completion  of  the  company’s  work  on  a  project.  Historically,
warranty  claims  have  not  resulted  in  material  costs  incurred,  and  any  estimated  costs  for  warranties  are
included in the individual project cost estimates  for purposes  of accounting for long-term contracts.

The  company  has  made  claims  arising  from  the  performance  under  its  contracts.  The  company
recognizes revenue, but not profit, for certain claims (including change orders in dispute and unapproved
change orders in regard to both scope and price) when it is determined that recovery of incurred costs is
probable  and  the  amounts  can  be  reliably  estimated.  Under  ASC  605-35-25,  these  requirements  are
satisfied when (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs
were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies
in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of
the work performed, and (d) evidence supporting the claim is objective and verifiable. Cost, but not profit,
associated with unapproved change orders is accounted for in revenue when it is probable that the cost will
be  recovered  through  a  change  in  the  contract  price.  In  circumstances  where  recovery  is  considered

37

probable,  but  the  revenue  cannot  be  reliably  estimated,  cost  attributable  to  change  orders  is  deferred
pending  determination  of  the  impact  on  contract  price.  If  the  requirements  for  recognizing  revenue  for
claims or unapproved change orders are met, revenue is recorded only to the extent that costs associated
with the claims or unapproved change orders have been incurred. The company periodically evaluates its
position and the amounts recognized in revenue with respect to all its claims. As of December 31, 2015 and
2014,  the  company  had  recorded  $30  million  and  $21  million,  respectively,  of  claim  revenue  for  costs
incurred to date and such costs are included in contract work in progress. Additional costs are expected to
be  incurred  in  future  periods.  The  company  believes  the  ultimate  recovery  of  incurred  and  future  costs
related to these claims is probable in accordance  with ASC 605-35-25.

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 reflects business that is considered
to  be  firm,  cancellations,  deferrals  or  scope  adjustments  may  occur.  Backlog  is  adjusted  to  reflect  any
known project cancellations, revisions  to  project scope and cost, and deferrals,  as appropriate.

Engineering  and  Construction  Partnerships  and  Joint  Ventures Certain  contracts  are  executed  jointly
through  partnership  and  joint  venture  arrangements  with  unrelated  third  parties.  Generally,  these
arrangements are characterized by a 50 percent or less ownership interest that requires only a small initial
investment.  The  arrangements  are  often  formed  for  the  single  business  purpose  of  executing  a  specific
project and allow the company to share  risks  and secure  specialty  skills required  for project execution.

The company evaluates each partnership and joint venture at inception to determine if it qualifies as a
variable  interest  entity  (‘‘VIE’’)  under  ASC  810,  ‘‘Consolidation.’’  A  variable  interest  entity  is  an  entity
used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity
investors  who  are  not  required  to  provide  sufficient  financial  resources  for  the  entity  to  support  its
activities  without  additional  subordinated  financial  support.  The  majority  of  the  company’s  partnerships
and  joint  ventures  qualify  as  VIEs  because  the  total  equity  investment  is  typically  nominal  and  not
sufficient  to  permit  the  entity  to  finance  its  activities  without  additional  subordinated  financial  support.
Upon  the  occurrence  of  certain  events  outlined  in  ASC  810,  the  company  reassesses  its  initial
determination of whether the partnership or joint venture is a VIE.

The  company  also  evaluates  whether  it  is  the  primary  beneficiary  of  each  VIE  and  consolidates  the
VIE if the company has both (a) the power to direct the economically significant activities of the entity and
(b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially
be  significant  to  the  VIE.  The  company  considers  the  contractual  agreements  that  define  the  ownership
structure,  distribution  of  profits  and  losses,  risks,  responsibilities,  indebtedness,  voting  rights  and  board
representation of the respective parties in determining whether it qualifies as the primary beneficiary. The
company also considers all parties that have direct or implicit variable interests when determining whether
it is the primary beneficiary. In most cases, the company does not qualify as the primary beneficiary. When
the  company  is  determined  to  be  the  primary  beneficiary,  the  VIE  is  consolidated.  As  required  by
ASC  810,  management’s  assessment  of  whether  the  company  is  the  primary  beneficiary  of  a  VIE  is
continuously performed.

For partnerships and joint ventures in the construction industry, unless full consolidation is required,
the  company  generally  recognizes  its  proportionate  share  of  revenue,  cost  and  profit  in  its  Consolidated
Statement  of  Earnings  and  uses  the  one-line  equity  method  of  accounting  in  the  Consolidated  Balance
Sheet,  which  is  a  common  application  of  ASC  810-10-45-14  in  the  construction  industry.  The  most
significant  application  of  the  proportionate  consolidation  method  is  in  the  Oil  &  Gas,  Industrial  &
Infrastructure  and  Government  segments.  The  cost  and  equity  methods  of  accounting  are  also  used,
depending on the company’s respective ownership interest and amount of influence on the entity, as well
as  other  factors.  At  times,  the  company  also  executes  projects  through  collaborative  arrangements  for
which  the company recognizes its relative share  of  revenue  and  cost.

Deferred Taxes and Uncertain Tax Positions Deferred tax assets and liabilities are recognized for the
expected  future  tax  consequences  of  events  that  have  been  recognized  in  the  company’s  financial
statements or tax returns. As of December 31, 2015, the company had deferred tax assets of $751 million

38

which  were  partially  offset  by  a  valuation  allowance  of  $167  million  and  further  reduced  by  deferred  tax
liabilities of $189 million. The valuation allowance reduces certain deferred tax assets to amounts that are
more likely than not to be realized. The allowance for 2015 primarily relates to the deferred tax assets on
certain  net  operating  loss  carryforwards  for  U.S.  and  non-U.S.  subsidiaries.  The  company  evaluates  the
realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of
such  allowance,  if  necessary.  The  factors  used  to  assess  the  likelihood  of  realization  are  the  company’s
forecast  of  future  taxable  income  and  available  tax  planning  strategies  that  could  be  implemented  to
realize  the  net  deferred  tax  assets.  Failure  to  achieve  forecasted  taxable  income  in  the  applicable  taxing
jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in
the company’s effective tax rate on future earnings.

Income  tax  positions  must  meet  a  more-likely-than-not  recognition  threshold  to  be  recognized.
Income  tax  positions  that  previously  failed  to  meet  the  more-likely-than-not  threshold  are  recognized  in
the  first  subsequent  financial  reporting  period  in  which  that  threshold  is  met.  Previously  recognized  tax
positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent
financial  reporting  period  in  which  that  threshold  is  no  longer  met.  The  company  recognizes  potential
interest  and  penalties  related  to  unrecognized  tax  benefits  within  its  global  operations  in  income  tax
expense.

Retirement Benefits The company accounts for its defined benefit pension plans in accordance with
ASC 715-30, ‘‘Defined Benefit Plans — Pension.’’ As required by ASC 715-30, the unfunded or overfunded
projected benefit obligation is recognized in the company’s financial statements. Assumptions concerning
discount  rates,  long-term  rates  of  return  on  plan  assets  and  rates  of  increase  in  compensation  levels  are
determined based on the current economic environment in each host country at the end of each respective
annual  reporting  period.  The  company  evaluates  the  funded  status  of  each  of  its  retirement  plans  using
these current assumptions and determines the appropriate funding level considering applicable regulatory
requirements, tax deductibility, reporting considerations and other factors. Assuming no changes in current
assumptions, the company expects to contribute up to $15 million to its international plans in 2016, which
is expected to be in excess of the minimum funding required. If the discount rates were reduced by 25 basis
points,  plan liabilities would increase by approximately $48 million.

Segment Operations

The  company  provides  professional  services  in  the  fields  of  engineering,  procurement,  construction,
fabrication and modularization, commissioning and maintenance, as well as project management services,
on a global basis and serves a diverse set of industries worldwide. The five principal business segments are:
Oil & Gas, Industrial & Infrastructure, Government, Global Services and Power. For more information on
the business segments see ‘‘Item 1. — Business’’ above.

Oil & Gas

Revenue and segment profit for the Oil  & Gas segment are summarized as  follows:

(in millions)

Revenue

Segment profit

Year Ended December 31,

2015

2014

2013

$10,040.2

$11,524.6

$11,620.5

764.5

670.2

445.8

Revenue  in  2015  decreased  by  13  percent  compared  to  2014,  primarily  due  to  reduced  volume  of
project execution activities for certain large upstream projects that were completed or nearing completion,
including  a  coal  bed  methane  project  in  Australia  and  two  oil  sands  facilities  in  Canada.  This  revenue
decline  was  partially  offset  by  an  increase  in  project  execution  activities  for  numerous  petrochemical
projects on the Gulf Coast of the United States and downstream projects across various regions. Revenue
in  2014  was  essentially  level  with  2013  due  to  an  increase  in  project  execution  activities  for  several

39

petrochemical projects on the Gulf Coast of the United States offset by a reduction in project execution
activities for certain large projects that  were completed or progressing  to  completion  during  2014.

Segment profit in 2015 increased 14 percent compared to 2014, primarily due to higher contributions
associated  with  the  increase  in  project  execution  activities  for  numerous  downstream  projects  across
various  regions,  which  more  than  offset  the  reduced  contributions  from  the  upstream  projects  that  were
completed or nearing completion. Segment profit in 2014 increased 50 percent compared to 2013 primarily
due to higher project execution activities related to several petrochemical projects on the Gulf Coast of the
United States and various international  projects in the  upstream market.

Segment  profit  margin  was  7.6  percent  in  2015,  compared  to  5.8  percent  in  2014  and  3.8  percent  in
2013. The current year improvement was largely attributable to the continued shift in the mix of work from
lower margin construction activities to higher margin engineering activities and positive contributions from
the upstream projects that were completed or nearing completion. Segment profit margin in 2015 further
benefited from the company’s cost optimization activities. The increase in segment profit margin in 2014
was predominantly due to increased contributions from certain upstream projects that were completed or
progressing  to  completion  during  2014  and  a  shift  in  the  mix  of  work  from  lower  margin  construction
activities  to  higher  margin  engineering  activities.  This  shift  corresponds  to  an  increase  in  the  volume  of
project execution activities for projects that are in the earlier stages of the project life cycle as compared to
the prior years.

During 2015, the company recognized a $68 million pre-tax non-operating gain related to the sale of
50  percent  of  the  company’s  ownership  interest  in  its  principal  operating  subsidiary  in  Spain  to  facilitate
the formation of an Oil & Gas joint  venture, which  was  excluded from segment  profit above.

New  awards  in  the  Oil  &  Gas  segment  were  $11.3  billion  in  2015,  $19.7  billion  in  2014  and
$13.1 billion in 2013. New awards in 2015 included a refinery project in Kuwait; a large, domestic natural
gas transmission project; further production and chemical work in Canada; and additional refinery projects
in  Europe  and  the  United  States.  New  awards  in  2014  included  a  significant  amount  of  the  engineering,
procurement  and  construction  value  of  a  liquefied  natural  gas  facility  in  Canada;  refinery  projects  in
Kuwait, Malaysia, Mexico and Argentina; an oil sands project in Canada; and a petrochemical complex on
the  Gulf  Coast  of  the  United  States.  New  awards  in  2013  included  two  petrochemical  facilities  in  North
America, an upstream project in Russia, a grassroots upgrader project in Canada and additional releases
on a gas processing project in Kazakhstan.

Backlog  for  the  Oil  &  Gas  segment  was  $28.8  billion  as  of  December  31,  2015,  $28.5  billion  as  of
December 31, 2014 and $20.2 billion as of December 31, 2013. The growth in backlog during 2014 resulted
from the higher levels of new award activity during 2014, as mentioned above. The segment remains well
positioned  for  new  project  activity,  particularly  in  downstream  and  petrochemical  markets;  however,  the
continued decline in oil prices since the latter part of 2014 have affected the timing of new awards and the
pace of  execution on certain existing  projects.

Total  assets  in  the  segment  were  $1.5  billion  as  of  December  31,  2015  and  $1.7  billion  as  of

December 31, 2014.

Industrial & Infrastructure

Revenue and segment profit for the Industrial & Infrastructure segment are summarized as follows:

(in millions)

Revenue

Segment profit

Year Ended December 31,

2015

2014

2013

$4,070.6

$5,909.8

$10,987.0

227.4

385.6

468.0

Revenue  in  2015  decreased  31  percent  compared  to  2014,  primarily  due  to  the  reduced  project
execution activities in the mining and metals business line, as well as declines in the infrastructure business
line.  Revenue  in  2014  decreased  46  percent  compared  to  2013,  primarily  due  to  reduced  volume  in  the
mining and metals business line.

40

Segment profit decreased 41 percent in 2015 compared to 2014 due to reduced contributions from the
mining  and  metals  and  infrastructure  business  lines,  partially  offset  by  higher  contributions  from  the
industrial services business line. Segment profit decreased 18 percent in 2014 compared to 2013 primarily
due  to  lower  contributions  related  to  the  lower  project  execution  activities  in  the  mining  and  metals
business line, which was partially offset by the favorable impact of the achievement of progress milestones
for certain domestic transportation projects totaling $76 million and project close-out activities for various
mining projects totaling $70 million.

Segment  profit  margin  in  2015  was  5.6  percent  compared  to  6.5  percent  in  2014.  The  reduction  in
segment profit margin was primarily due to the prior period benefiting favorably from the completion of a
domestic transportation project. Segment profit margin increased to 6.5 percent in 2014 from 4.3 percent
in  2013  because  2013  had  a  significantly  higher  content  of  customer-furnished  materials,  which  are
accounted for as pass-through costs.

New  awards  in  the  Industrial  &  Infrastructure  segment  were  $3.2  billion  during  2015,  $3.3  billion
during 2014 and $6.5 billion during 2013. New awards in 2015 included awards in the industrial services,
mining and metals and infrastructure business lines; and included a highway project in Texas. New awards
in 2014 were primarily in the mining and metals and industrial services business lines and included a large
manufacturing facility in the United States. New awards in 2013 included the Tappan Zee Bridge project in
New York, a road project in Texas and a new award for the continued expansion of a large copper project
in Peru. The decrease in new awards since 2013 is primarily due to reduced opportunities in the mining and
metals  business  line.  This  decline  is  attributable  to  the  deferral  of  major  capital  investment  decisions  by
some mining customers due to project cost escalation, softening commodity demand and project-specific
circumstances.  The  timing  of  when  capital  investment  by  these  mining  customers  could  resume  is
uncertain, and the weakened mining  market conditions could be prolonged.

Ending  backlog  for  the  segment  decreased  to  $5.6  billion  for  2015  from  $7.2  billion  for  2014  and
$10.3 billion for 2013. This decline was primarily due to the work off of backlog outpacing the new award
activity  in  the  mining  and  metals  and  infrastructure  business  lines.  The  mining  and  metals  business  line
continues to experience the deferral of major capital investment decisions by some mining customers as a
result of softening commodity demand.

Total assets in the Industrial & Infrastructure segment were $766 million as of December 31, 2015 and

$848 million as of December 31, 2014.

Government

Revenue and segment profit for the Government segment  are summarized as  follows:

(in millions)

Revenue

Segment profit

Year Ended December 31,

2015

2014

2013

$2,557.4

$2,511.9

$2,749.1

83.1

92.7

161.4

Revenue  in  2015  increased  2  percent  compared  to  2014  primarily  due  to  the  increased  project
execution  activities  for  a  multi-year  nuclear  decommissioning  project  in  the  United  Kingdom  (the
‘‘Magnox  RSRL  Project’’),  the  Paducah  Gaseous  Diffusion  Plant  Project  and  the  Strategic  Petroleum
Reserve  Project,  all  awarded  in  2014.  These  increases  were  largely  offset  by  a  reduction  in  project
execution  activities  associated  with  LOGCAP  IV  in  Afghanistan.  Revenue  in  2014  decreased  9  percent
compared  to  2013,  primarily  due  to  the  reduction  in  project  execution  activities  associated  with
LOGCAP  IV.  Revenue  in  2014  benefited  from  project  execution  activities  for  the  projects  mentioned
above  that  were  awarded  during  2014.  Revenue  in  2014  also  benefited  from  increased  volume  for  the
Savannah  River  Site  Management  and  Operating  Project  in  South  Carolina  (the  ‘‘Savannah  River
Project’’),  which  contributed  lower  revenue  in  2013  as  a  result  of  the  federal  government’s  budget
sequestration.

41

Segment  profit  for  2015  decreased  10  percent  compared  to  2014,  primarily  due  to  the  decline  in
project execution activities for LOGCAP IV. This decline was partially offset by higher contributions from
increased project execution activities for the Magnox RSRL Project, the Paducah Gaseous Diffusion Plant
Project  and  the  Strategic  Petroleum  Reserve  Project,  as  well  as  improved  contributions  from  a  base
operations  support  services  contract.  Segment  profit  for  2014  decreased  43  percent  compared  to  2013,
primarily due to the resolution in the prior year of several non-recurring matters with the U.S. government
that  favorably  affected  segment  profit  in  2013,  as  well  as  the  reduction  in  project  execution  activities  for
LOGCAP IV.

Segment profit margin was 3.3 percent, 3.7 percent and 5.9 percent for the years ended December 31,
2015,  2014  and  2013,  respectively.  The  decrease  in  2015  was  primarily  attributable  to  lower  margin
contributions from contracts awarded during 2014 and the continued decline in project execution activity
on  the  LOGCAP  IV  program.  The  decline  in  2014  was  primarily  attributable  to  the  aforementioned
favorable resolution of certain non-recurring matters with the U.S. government in 2013, along with lower
margin contributions from contracts awarded during 2014.

New awards were $1.4 billion during 2015, $4.7 billion during 2014 and $4.1 billion during 2013. New
awards during 2015, which included awards for the extension of LOGCAP IV programs, as well as awards
for services construction and base operations support programs, declined in comparison to prior years due
to the inclusion of large multi-year nuclear decommissioning projects in new awards during both 2014 and
2013. New awards increased during 2014 primarily due to new awards for the Magnox RSRL Project, the
Strategic Petroleum Reserve Project and the Paducah Gaseous Diffusion Plant Project, offset by reduced
new award activity for LOGCAP IV, the Savannah River Project and a gaseous diffusion plant project in
Portsmouth, Ohio.

Backlog  was  $3.6  billion  as  of  December  31,  2015,  $4.7  billion  as  of  December  31,  2014  and
$2.4 billion as of December 31, 2013. Total backlog included $912 million, $2.1 billion and $983 million of
unfunded  government  contracts  as  of  December  31,  2015,  2014  and  2013,  respectively.  The  decrease  in
backlog in 2015 resulted from continued project execution activities on several existing projects outpacing
new award activity. The increase in backlog in 2014 was primarily attributable to the same factors above
that contributed to the increase in new awards.

Total  assets  in  the  Government  segment  were  $495  million  as  of  December  31,  2015  compared  to

$540 million as of December 31, 2014.

Global Services

Revenue and segment profit for the Global Services segment  are summarized as  follows:

(in millions)

Revenue

Segment profit

Year Ended December 31,

2015

2014

2013

$499.1

$581.2

$605.8

45.2

82.6

123.0

Revenue  in  2015  decreased  14  percent  compared  to  2014,  primarily  due  to  volume  declines  in  the
equipment  business  line’s  operations  in  Mexico,  Africa  and  Afghanistan.  Revenue  in  2014  decreased
modestly compared to 2013 principally due to the equipment business line’s reduced activities supporting
mining projects in Latin America and Africa, as well as reduced volume in Afghanistan. The 2014 decline
was partially offset by revenue improvement in the equipment business line’s U.S. and Mexico operations.

Segment  profit  in  2015  decreased  45  percent  compared  to  the  prior  year,  principally  due  to  volume
declines  in  the  equipment  business  line’s  operations  in  Afghanistan  and  Africa,  as  well  as  lower
contributions from equipment business line operations in Latin America. Segment profit in 2014 decreased
33 percent compared to 2013, primarily as the result of reduced contributions from the equipment business
line in Latin America, Afghanistan and Africa, with the slowdown of mining activities and the completion
of various projects. Segment profit in 2014 was further negatively impacted by certain equipment carrying

42

costs,  including  depreciation,  that  were  incurred  after  project  completion,  but  before  the  equipment  was
sold. These decreases in segment profit more than offset an increase in contributions from the equipment
business line’s operations in the United States.

Segment  profit  margin  was  9.1  percent,  14.2  percent  and  20.3  percent  for  the  years  ended
December  31,  2015,  2014  and  2013,  respectively.  The  decline  in  segment  profit  margin  in  2015  was
primarily  attributable  to  the  same  factors  discussed  above  that  affected  segment  profit.  The  decrease  in
segment profit margin in 2014 was substantially due to the same factors that affected segment revenue and
profit, as well as the impact of a favorable resolution of disputed amounts in the equipment and temporary
staffing business line in 2013. The equipment, temporary staffing and supply chain solutions business lines
do not report backlog or new awards.

Total  assets  in  the  Global  Services  segment  were  $688  million  as  of  December  31,  2015  and

$782 million as of December 31, 2014.

Power

Revenue and segment profit (loss) for the Power segment  are summarized as  follows:

(in millions)

Revenue

Segment profit (loss)

Year Ended December 31,

2015

2014

2013

$946.7

$1,004.1

$1,389.2

(88.0)

31.3

11.7

Revenue  in  2015  decreased  6  percent  compared  to  2014,  principally  due  to  a  decrease  in  project
execution activities for a solar energy project in California and a large gas-fired plant in Brunswick County,
Virginia.  The  overall  revenue  decline  was  partially  offset  by  increased  project  execution  activities  for
several  projects  in  the  early  stages  of  project  execution,  including  a  gas-fired  power  plant  in  Greensville
County, Virginia and two large gas-fired power plants in South Carolina and Florida. Revenue in 2014 was
28 percent lower compared to 2013, primarily due to a decrease in project execution activities on two solar
power  projects  in  the  western  United  States  and  a  gas-fired  power  plant  in  Texas,  all  of  which  reached
substantial completion during 2014. The overall revenue decline in 2014 was partially offset by a significant
increase in project execution activities for  the gas-fired power  plant  in Brunswick County, Virginia.

Segment profit for 2015 decreased significantly compared to 2014. Segment profit in 2015 included a
loss of $60 million (including the reversal of previously recognized profit) resulting from forecast revisions
for the gas-fired power plant in Brunswick County, Virginia, and an increase in NuScale expenses, net of
qualified reimbursable expenditures. The overall decline in segment profit was partially offset by increased
contributions from several projects in the early stages of project execution, as mentioned above. Segment
profit for 2014 increased significantly compared to 2013 principally due to greater contributions from an
increase  in  project  execution  activities  for  the  gas-fired  power  plant  in  Virginia  and  from  the  substantial
completion  of  the  gas-fired  power  plant  in  Texas,  as  well  as  reduced  NuScale  expenses,  net  of  qualified
reimbursable  expenditures,  as  discussed  below.  The  overall  increase  was  partially  offset  by  reduced
contributions  from  various  projects  that  were  completed  or  progressing  to  completion  during  2014,
including the two solar power projects  in  the western  United States.

Segment profit margin in 2015 decreased over 2014 due to the same factors that drove the decrease in
segment  profit  during  2015.  Segment  profit  margin  improved  during  2014  primarily  due  to  increased
contributions  resulting  from  the  substantial  completion  of  the  two  solar  projects  and  the  Texas  gas-fired
power plant noted above and reduced  NuScale expenses, net of  qualified  reimbursable expenditures.

The  Power  segment  includes  the  operations  of  NuScale,  which  are  primarily  research  and
development  activities.  In  May  2014,  NuScale  entered  into  a  Cooperative  Agreement  establishing  the
terms  and  conditions  of  a  funding  award  totaling  $217  million  under  the  DOE’s  Small  Modular  Reactor
Licensing Technical Support Program. This cost-sharing award requires NuScale to use the DOE funds to
cover  first-of-a-kind  engineering  costs  associated  with  small  modular  reactor  design  development  and

43

certification.  The  DOE  is  to  provide  cost  reimbursement  for  up  to  43  percent  of  qualified  expenditures
incurred during the period from June 1, 2014 to May 31, 2019. The Cooperative Agreement also provided
for  reimbursement  of  pre-award  costs  incurred  from  September  18,  2013  to  May  31,  2014,  which  were
recognized in the second quarter of 2014. The company recognizes the cost-sharing award as a reduction of
‘‘Total cost of revenue’’ in the Consolidated Statement of Earnings and, correspondingly, as an increase to
segment profit in the period for which the related costs are recognized. NuScale expenses, net of qualified
reimbursable expenditures, included in the determination of segment profit, were $80 million, $46 million
and $53 million for 2015, 2014 and 2013, respectively.

New  awards  were  $6.0  billion  in  2015,  including  a  $5.0  billion  award  from  Westinghouse  Electric
Company  to  manage  the  construction  workforce  at  two  Westinghouse  nuclear  power  plants  projects  in
Georgia  and  South  Carolina  on  a  cost-plus,  fixed-fee  basis  and  a  gas-fired  power  plant  in  Florida.  New
awards  of  $1.1  billion  in  2014  included  a  nuclear  power  plant  maintenance  project  in  California  and  a
gas-fired  power  plant  project  in  South  Carolina.  New  awards  of  $1.5  billion  in  2013  included  a  natural
gas-fired power plant project in Virginia. Backlog was $6.8 billion as of December 31, 2015, $2.1 billion as
of December 31, 2014 and $2.0 billion as of  December 31,  2013.

Total assets in the Power segment were $208 million as of December 31, 2015 and $179 million as of

December 31, 2014.

Corporate, Tax and Other Matters

Corporate For  the  three  years  ended  December  31,  2015,  2014  and  2013,  corporate  general  and
administrative expenses were $168 million, $183 million and $175 million, respectively. The decline in 2015
resulted  primarily  from  reductions  in  stock  price-driven  compensation  expense  and  organizational
realignment  expenses  as  compared  to  2014.  For  2014,  organizational  realignment  expenses  more  than
offset lower compensation expense.

Net interest expense was $28 million, $11 million and $12 million for the years ended December 31,
2015, 2014 and 2013, respectively. Interest expense increased in 2015 due to the issuance of $500 million of
3.5% Senior Notes in November 2014.

Tax The effective tax rate on earnings from continuing operations was 33.8 percent, 29.3 percent and
30.1  percent  for  2015,  2014  and  2013,  respectively.  The  2015  rate  was  impacted  unfavorably  by  foreign
losses  without  a  tax  benefit,  partially  offset  by  benefits  resulting  from  an  IRS  settlement  for  tax  years
2004  -  2005  and  the  conclusion  of  an  IRS  audit  for  tax  years  2009  -  2011.  The  2014  rate  was  impacted
favorably by the release of previously unrecognized tax positions related to the conclusion of an IRS audit
for  tax  years  2006  -  2008,  the  reversal  of  certain  valuation  allowances,  and  the  domestic  production
activities  deduction.  The  2013  rate  was  impacted  favorably  by  research  tax  credits  and  the  domestic
production activities deduction which were  partially offset by a foreign loss without a tax benefit.

Litigation and Matters in Dispute Resolution

See ‘‘14. Contingencies and Commitments’’ below in the Notes to Consolidated Financial Statements.

Liquidity and Financial Condition

Liquidity is provided by available cash and cash equivalents and marketable securities, cash generated
from  operations,  credit  facilities  and  access  to  capital  markets.  The  company  has  committed  and
uncommitted  lines  of  credit  totaling  $5.8  billion,  which  may  be  used  for  revolving  loans  and  letters  of
credit. The company believes that for at least the next 12 months, cash generated from operations, along
with  its  unused  credit  capacity  of  $4.1  billion  and  substantial  cash  position,  is  sufficient  to  support
operating requirements. However, the company regularly reviews its sources and uses of liquidity and may
pursue  opportunities  to  increase  its  liquidity  position.  The  company’s  conservative  financial  strategy  and
consistent  performance  have  earned  it  strong  credit  ratings,  resulting  in  competitive  advantage  and
continued access to the capital markets. As of December 31, 2015, the company was in compliance with all

44

its  covenants  related  to  its  debt  agreements.  The  company’s  total  debt  to  total  capitalization
(‘‘debt-to-capital’’)  ratio  as  of  December  31,  2015  was  24.9  percent  compared  to  24.7  percent  as  of
December 31, 2014.

Cash Flows

Cash and cash equivalents were $1.9 billion as of December 31, 2015 compared to $2.0 billion as of
December  31,  2014.  Cash  and  cash  equivalents  combined  with  current  and  noncurrent  marketable
securities were $2.4 billion as of both December 31, 2015 and 2014. Cash and cash equivalents are held in
numerous  accounts  throughout  the  world  to  fund  the  company’s  global  project  execution  activities.
Non-U.S. cash and cash equivalents amounted to $1.3 billion and $1.1 billion as of December 31, 2015 and
2014,  respectively.  Non-U.S.  cash  and  cash  equivalents  exclude  deposits  of  U.S.  legal  entities  that  are
either swept into overnight, offshore accounts or invested in offshore, short-term time deposits, to which
there is unrestricted access.

In  evaluating  its  liquidity  needs,  the  company  considers  cash  and  cash  equivalents  held  by  its
consolidated  VIEs  (joint  ventures  and  partnerships).  These  amounts  (which  totaled  $290  million  and
$353  million  as  of  December  31,  2015  and  2014,  respectively,  as  reflected  in  the  Consolidated  Balance
Sheet)  were  not  necessarily  readily  available  for  general  purposes.  In  its  evaluation,  the  company  also
considers  the  extent  to  which  the  current  balance  of  its  advance  billings  on  contracts  (which  totaled
$754  million  and  $569  million  as  of  December  31,  2015  and  2014,  respectively,  as  reflected  in  the
Consolidated Balance Sheet) is likely to be sustained or consumed over the near term for project execution
activities  and  the  cash  flow  requirements  of  its  various  foreign  operations.  In  some  cases,  it  may  not  be
financially  efficient  to  move  cash  and  cash  equivalents  between  countries  due  to  statutory  dividend
limitations  and/or  adverse  tax  consequences.  The  company  did  not  consider  any  cash  to  be  permanently
reinvested overseas as of December 31, 2015 and 2014 and, as a result, has accrued the U.S. deferred tax
liability on foreign earnings, as appropriate.

Operating Activities

Cash  flows  from  operating  activities  result  primarily  from  earnings  sources  and  are  affected  by
changes in operating assets and liabilities which consist primarily of working capital balances for projects.
Working capital levels vary from year to year and are primarily affected by the company’s volume of work.
These levels are also impacted by the mix, stage of completion and commercial terms of engineering and
construction  projects,  as  well  as  the  company’s  execution  of  its  projects  within  budget.  Working  capital
requirements also vary by project and relate to clients in various industries and locations throughout the
world. Most contracts require payments as the projects progress. The company evaluates the counterparty
credit  risk  of  third  parties  as  part  of  its  project  risk  review  process.  The  company  maintains  adequate
reserves for potential credit losses and generally such losses have been minimal and within management’s
estimates. Additionally, certain projects receive advance payments from clients. A normal trend for these
projects is to have higher cash balances during the initial phases of execution which then level out toward
the  end  of  the  construction  phase.  As  a  result,  the  company’s  cash  position  is  reduced  as  customer
advances are worked off, unless they are replaced by advances on other projects. The company maintains
cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net
operating cash outflows exceed its available cash  balances.

During  2015,  working  capital  decreased  primarily  due  to  a  decrease  in  accounts  receivable  and
contract  work  in  progress  and  an  increase  in  advance  billings  partially  offset  by  an  increase  in  prepaid
income taxes. Specific factors related to these drivers include:

(cid:129) A decrease in accounts receivable in the Oil & Gas segment, primarily related to collections for a

coal bed methane gas project in Australia.

(cid:129) A decrease in contract work in progress in the Oil & Gas and Industrial & Infrastructure segments
that  resulted  primarily  from  normal  project  execution  activities.  A  significant  contributor  to  the

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decrease  in  contract  work  in  progress  in  the  Oil  &  Gas  segment  was  a  major  mine  replacement
project in Canada.

(cid:129) An  increase  in  advance  billings  in  the  Oil  &  Gas  segment  which  was  the  result  of  normal  project

execution activities for several projects  including  an upstream  project in  Russia.

During  2014,  working  capital  increased  primarily  due  to  an  increase  in  accounts  receivable  and
decreases  in  accounts  payable  and  advance  billings  partially  offset  by  a  decrease  in  contract  work  in
progress. Significant drivers of these  fluctuations were:

(cid:129) An  increase  in  accounts  receivable  in  the  Oil  &  Gas  segment.  The  higher  accounts  receivable
balance  in  2014  resulted  primarily  from  normal  billing  activities  for  various  projects  and  was  not
indicative of any significant collection or  liquidity issues.

(cid:129) A decrease in accounts payable in the Oil & Gas segment. The lower accounts payable balance in
2014 resulted primarily from normal invoicing and payment activities. A significant contributor to
the decrease in accounts payable in the Oil & Gas segment was a major mine replacement project in
Canada.

(cid:129) Decreases  in  advance  billings  in  both  the  Industrial  &  Infrastructure  and  Government  segments
which were the result of normal project execution activities for several projects including a gaseous
diffusion plant project in Portsmouth, Ohio.

(cid:129) A  decrease  in  contract  work  in  progress  in  the  Oil  &  Gas  segment  that  resulted  primarily  from
normal  project  execution  activities.  A  significant  contributor  to  the  decrease  in  contract  work  in
progress in the Oil & Gas segment was a coal bed  methane  gas project in Australia.

During  2013,  working  capital  increased  primarily  due  to  a  decrease  in  accounts  payable,  partially

offset by a decrease in contract work in progress. Significant drivers of these fluctuations were:

(cid:129) Decreases in accounts payable in the Oil & Gas and Government segments that were partially offset
by  an  increase  in  the  Industrial  &  Infrastructure  segment.  The  lower  accounts  payable  balance  in
2013 resulted primarily from normal invoicing and payment activities. A significant contributor to
the  decrease  in  accounts  payable  in  the  Oil  &  Gas  segment  was  an  oil  sands  facility  project  in
Canada. A significant contributor to the decrease in accounts payable in the Government segment
was the LOGCAP IV project.

(cid:129) Decreases  in  contract  work  in  progress  in  the  Oil  &  Gas  and  Government  segments  that  were
partially  offset  by  an  increase  in  the  Industrial  &  Infrastructure  segment.  These  fluctuations
primarily resulted from normal project execution activities. A significant contributor to the decrease
in contract work in progress in the Oil & Gas segment was the oil sands facility project in Canada,
and  a  significant  contributor  to  the  decrease  in  contract  work  in  progress  in  the  Government
segment was the LOGCAP IV project. The increase in contract work in progress in the Industrial &
Infrastructure segment was primarily due to the timing  of billing activities for  certain  projects.

Cash  provided  by  operating  activities  was  $849  million,  $643  million  and  $789  million  in  2015,  2014
and  2013,  respectively.  The  improvement  in  cash  flows  from  operating  activities  in  2015  resulted  from
favorable year-over-year changes in working capital, partially offset by cash outflows totaling $316 million
associated  with  discontinued  operations  as  discussed  below.  The  decrease  in  cash  flows  from  operating
activities in 2014 was primarily attributable to a significantly larger net increase in working capital in 2014
compared  to  2013,  with  the  largest  contributor  being  a  decrease  in  contract  work  in  progress  for
LOGCAP IV in the Government segment during 2013.

Income  tax  payments  were  $250  million,  $228  million  and  $269  million  in  2015,  2014  and  2013,

respectively.

Cash from operating activities is used to provide contributions to the company’s defined contribution
and defined benefit pension plans. Contributions into the defined contribution plans during 2015, 2014 and
2013  were  $146  million,  $150  million  and  $151  million,  respectively.  The  company  contributed

46

approximately $58 million, $63 million and $13 million into its defined benefit pension plans during 2015,
2014 and 2013, respectively. Company contributions to defined benefit pension plans during 2015 primarily
related  to  additional  funding  to  settle  the  U.S.  plan.  Company  contributions  to  defined  benefit  pension
plans were higher during 2014 in order to achieve targeted funding levels. Assuming no changes in current
assumptions, the company expects to contribute up to $15 million in 2016 to international defined benefit
pension  plans,  which  is  expected  to  be  in  excess  of  the  minimum  funding  required.  The  accumulated
benefit  obligation  exceeded  plan  assets  for  the  Netherlands  plan  as  of  December  31,  2015.  Plan  assets
exceeded the accumulated benefit obligation for each of the other non-U.S plans as of December 31, 2015.
The accumulated benefit obligation exceeded plan assets for the U.S. plan as of December 31, 2014. Plan
assets  exceeded  the  accumulated  benefit  obligation  for  each  of  the  company’s  non-U.S  plans  as  of
December 31, 2014.

In May 2014, NuScale entered into a Cooperative Agreement establishing the terms and conditions of
a  multi-year  funding  award  totaling  $217  million  under  the  DOE’s  Small  Modular  Reactor  Licensing
Technical Support Program. For further discussion of the Cooperative Agreement, see ‘‘Power’’  above.

During  2014,  the  company  recorded  a  loss  from  discontinued  operations  in  connection  with  the
reassessment  of  estimated  loss  contingencies  related  to  the  previously  divested  lead  business  of  St.  Joe
Minerals  Corporation  and  The  Doe  Run  Company  in  Herculaneum,  Missouri.  In  October  2014,  the
company entered into a settlement agreement with counsel for a number of plaintiffs, and in January 2015,
the  company  paid  $306  million  pursuant  to  the  settlement  agreement.  See  Note  14  of  the  Notes  to
Consolidated Financial Statements for  further discussion  of  this matter.

Investing Activities

Cash  utilized  by  investing  activities  amounted  to  $67  million,  $199  million  and  $235  million  during
2015, 2014 and 2013, respectively. The primary investing activities included purchases, sales and maturities
of  marketable  securities;  capital  expenditures;  disposals  of  property,  plant  and  equipment;  business
acquisitions;  and  investments  in  and  sales  of  partnerships  and  joint  ventures.  Investing  activities  in  2013
also included the consolidation of a VIE that had previously been accounted for using the proportionate
consolidation method in which cash for this VIE was not required to be consolidated.

The  company  holds  cash  in  bank  deposits  and  marketable  securities  which  are  governed  by  the
company’s  investment  policy.  This  policy  focuses  on,  in  order  of  priority,  the  preservation  of  capital,
maintenance of liquidity and maximization of yield. These investments include money market funds which
invest in U.S. Government-related securities, bank deposits placed with highly-rated financial institutions,
repurchase  agreements  that  are  fully  collateralized  by  U.S.  Government-related  securities,  high-grade
commercial paper and high quality short-term and medium-term fixed income securities. During 2015 and
2014, proceeds from sales and maturities of marketable securities exceeded purchases of such securities by
$25  million  and  $9  million,  respectively.  During  2013,  purchases  of  marketable  securities  exceeded
proceeds from sales and maturities of such securities by $10 million. The company held combined current
and noncurrent marketable securities of $418 million and $449 million as of December 31, 2015 and 2014,
respectively.

Capital  expenditures  of  $240  million,  $325  million  and  $288  million  during  2015,  2014  and  2013,
respectively,  primarily  related  to  construction  equipment  associated  with  equipment  operations  in  the
Global  Services  segment,  as  well  as  expenditures  for  land  and  facilities  and  investments  in  information
technology. Proceeds from the disposal of property, plant and equipment of $94 million, $106 million and
$74  million  during  2015,  2014  and  2013,  respectively,  primarily  related  to  the  disposal  of  construction
equipment associated with the equipment operations in  the Global Services segment.

During  2015,  the  company  sold  two  office  buildings  located  in  California  for  net  proceeds  of
$82 million and subsequently entered into a twelve year lease with the purchaser. The resulting gain on the
sale of the property was approximately $58 million, of which $7 million was recognized during the fourth
quarter  of  2015  and  included  in  corporate  general  and  administrative  expense  in  the  Consolidated

47

Statement  of  Earnings.  The  remaining  gain  of  approximately  $51  million  was  deferred  and  will  be
amortized over the life of the lease on  a  straight-line basis.

During  2015,  the  company  sold  50%  of  its  ownership  of  Fluor  S.A.,  its  principal  Spanish  operating
subsidiary,  to  Sacyr  Industrial,  S.L.U.  for  a  cash  purchase  price  of  approximately  $46  million,  subject  to
certain  purchase  price  adjustments.  The  company  deconsolidated  the  subsidiary  and  recorded  a  pre-tax
non-operating gain of $68 million during 2015, which was determined based on the proceeds received on
the  sale  and  the  estimated  fair  value  of  the  company’s  retained  50%  noncontrolling  interests,  less  the
carrying  value of the net assets associated  with the former subsidiary.

During  2014,  the  company  sold  its  interest  in  two  joint  ventures  in  the  Industrial  &  Infrastructure
segment for $44 million. The company had a 10 percent interest in both joint ventures and accounted for
these investments using the equity method.

The  company  continues  to  make  investments  in  partnerships  or  joint  ventures  primarily  for  the
execution  of  single  contracts  or  projects.  Investments  in  unconsolidated  partnerships  and  joint  ventures
were $91 million, $39 million and $27  million in 2015,  2014 and  2013, respectively.

In  August  2015,  the  company  entered  into  an  agreement  to  form  COOEC  Fluor  Heavy
Industries Co., Ltd. (‘‘CFHI’’), a joint venture in which the company will have a 49% ownership interest
and  Offshore  Oil  Engineering  Co.,  Ltd.,  a  subsidiary  of  China  National  Offshore  Oil  Corporation,  will
have  a  51%  ownership  interest.  Through  CFHI,  the  two  companies  will  own,  operate  and  manage  the
Zhuhai  Fabrication  Yard  in  China’s  Guangdong  province.  Under  the  agreement,  the  company  has
committed  to  make  an  initial  cash  investment  of  $350  million  after  all  necessary  approvals  are  received,
which is targeted for early 2016, with a $140 million additional investment targeted for the third quarter of
2016.

In  December  2015,  the  company  signed  an  agreement  with  U.K.-based  private  equity  firm  Arle
Capital  Partners  to  acquire  100  percent  of  Stork  Holding  B.V.  (‘‘Stork’’),  based  in  the  Netherlands,  for
A695 million (or approximately $755 million), including the assumption of debt and other liabilities. Stork
is a global provider of maintenance, modification and asset integrity services associated with large existing
industrial  facilities  in  the  oil  and  gas,  chemicals,  petrochemicals,  industrial  and  power  markets.  The
acquisition  is  expected  to  close  in  the  first  half  of  2016  and  is  subject  to  regulatory  approvals  and
consultation procedures. The company intends to use existing sources of liquidity, including existing lines
of credit to initially finance the transaction and expects to secure long-term financing through the issuance
of debt in international markets.

Financing Activities

Cash  utilized  by  financing  activities  during  2015,  2014  and  2013  of  $728  million,  $666  million  and
$370  million,  respectively,  included  company  stock  repurchases,  company  dividend  payments  to
stockholders,  proceeds  from  the  issuance  of  senior  notes,  repayments  of  debt  and  distributions  paid  to
holders  of noncontrolling interests.

The  company  has  a  common  stock  repurchase  program,  authorized  by  the  Board  of  Directors,  to
purchase  shares  in  open  market  or  privately  negotiated  transactions  at  the  company’s  discretion.  The
company repurchased 10,104,988 shares, 13,331,402 shares and 2,591,557 shares of common stock under its
current  and  previously  authorized  stock  repurchase  programs  resulting  in  cash  outflows  of  $510  million,
$906  million  and  $200  million  in  2015,  2014  and  2013,  respectively.  As  of  December  31,  2015,
approximately 1,812,869 shares could still be purchased under the existing stock repurchase program. On
February 4, 2016, the Board of Directors  approved  an increase of  10,000,000 shares  to  the program.

During  2014,  the  company’s  Board  of  Directors  authorized  the  payment  of  quarterly  dividends  of
$0.21 per share (compared to quarterly dividends of $0.16 per share in 2013). Quarterly cash dividends are
typically paid during the month following the quarter in which they are declared. The payment and level of
future  cash  dividends  is  subject  to  the  discretion  of  the  company’s  Board  of  Directors.  Dividends  of
$125 million, $126 million and $79 million, were paid during 2015,  2014 and 2013, respectively.

48

In  November  2014,  the  company  issued  $500  million  of  3.5%  Senior  Notes  (the  ‘‘2014  Notes’’)  due
December 15, 2024 and received proceeds of $491 million, net of underwriting discounts. Interest on the
2014  Notes  is  payable  semi-annually  on  June  15  and  December  15  of  each  year,  and  began  on  June  15,
2015. Prior to September 15, 2024, the company may redeem the 2014 Notes at a redemption price equal
to 100 percent of the principal amount, plus a ‘‘make whole’’ premium described in the indenture. On or
after September 15, 2024, the company may redeem the 2014 Notes at 100 percent of the principal amount
plus accrued and unpaid interest, if any,  to  the date of purchase.

In September 2011, the company issued $500 million of 3.375% Senior Notes (the ‘‘2011 Notes’’) due
September 15, 2021 and received proceeds of $492 million, net of underwriting discounts. Interest on the
2011 Notes is payable semi-annually on March 15 and September 15 of each year, and began on March 15,
2012. The company may, at any time, redeem the 2011 Notes at a redemption price equal to 100 percent of
the principal amount, plus a ‘‘make whole’’  premium described  in the indenture.

For both the 2014 Notes and the 2011 Notes, if a change of control triggering event occurs, as defined
by the terms of the respective indentures, the company will be required to offer to purchase the 2014 Notes
and the 2011 Notes at a purchase price equal to 101 percent of their principal amount, plus accrued and
unpaid interest, if any, to the date of purchase. The company is generally not limited under the indentures
governing the 2014 Notes and the 2011 Notes in its ability to incur additional indebtedness provided the
company is in compliance with certain restrictive covenants, including restrictions on liens and restrictions
on sale and leaseback transactions.

In  February  2004,  the  company  issued  $330  million  of  1.5%  Convertible  Senior  Notes  (the  ‘‘2004
Notes’’)  due  February  15,  2024  and  received  proceeds  of  $323  million,  net  of  underwriting  discounts.  In
December 2004, the company irrevocably elected to pay the principal amount of the 2004 Notes in cash.
The 2004 Notes were convertible if a specified trading price of the company’s common stock (the ‘‘trigger
price’’) was achieved and maintained for a specified period. The trigger price condition was satisfied during
the year ended December 31, 2014, and the 2004 Notes were therefore classified as short-term debt as of
December 31, 2014. During 2014, holders converted less than $0.1 million of the 2004 Notes in exchange
for the principal balance owed in cash plus 1,750 shares of the company’s common stock. During the first
half of 2015, holders converted $8 million of the 2004 Notes in exchange for the principal balance owed in
cash plus 167,674 shares of the company’s common stock at a conversion rate of 37.0997 shares per each
$1,000  principal  amount  of  the  2004  Notes.  On  May  7,  2015,  the  company  redeemed  the  remaining
$10 million of outstanding 2004 Notes at a redemption price equal to 100 percent of the principal amount
plus accrued and unpaid interest up  to  (but excluding) May 7,  2015.

In  the  first  quarter  of  2013,  the  company  redeemed  its  5.625%  Municipal  Bonds  for  $18  million,  or
100%  of  their  principal  amount,  and  also  paid  $9  million  on  the  remaining  balances  of  various  notes
payable that were assumed in connection  with the  2012 acquisition of an equipment company.

Distributions  paid  to  holders  of  noncontrolling  interests  represent  cash  outflows  to  partners  of
consolidated  partnerships  or  joint  ventures  created  primarily  for  the  execution  of  single  contracts  or
projects.  Distributions  paid  were  $59  million,  $138  million  and  $125  million  in  2015,  2014  and  2013,
respectively.  Distributions  in  2015  primarily  related  to  two  transportation  joint  venture  projects  in  the
United States and an iron ore joint venture project in Australia. Distributions in 2014 primarily related to
two  transportation  joint  venture  projects  in  the  United  States  and  a  mining  joint  venture  project  in
Argentina. Distributions in 2013 primarily related to the iron ore joint venture project in Australia. Capital
contributions by joint venture partners were $5 million, $3 million and $2 million in 2015, 2014 and 2013,
respectively.

Effect of Exchange Rate Changes on Cash

Unrealized translation gains and losses resulting from changes in functional currency exchange rates
are  reflected  in  the  cumulative  translation  component  of  accumulated  other  comprehensive  loss.  During
2015,  2014  and  2013,  most  major  foreign  currencies  weakened  against  the  U.S.  dollar  resulting  in
unrealized  translation  losses  of  $166  million,  $197  million  and  $75  million,  respectively,  of  which

49

$98 million, $68 million and $56 million, respectively, related to cash held by foreign subsidiaries. The cash
held in foreign currencies will primarily be used for project-related expenditures in those currencies, and
therefore the company’s exposure to exchange gains  and  losses  is generally mitigated.

Off-Balance Sheet Arrangements

As  of  December  31,  2015,  the  company  had  a  combination  of  committed  and  uncommitted  lines  of
credit  that  totaled  $5.8  billion.  These  lines  may  be  used  for  revolving  loans  and  letters  of  credit.  The
committed  lines  of  credit  consist  of  a  $1.7  billion  Revolving  Loan  and  Letter  of  Credit  Facility  and  a
$1.8 billion Revolving Loan and Letter of Credit Facility. Both facilities mature in May 2019. The company
may utilize up to $1.75 billion in the aggregate of the combined $3.5 billion committed lines of credit for
revolving loans, which may be used for acquisitions and/or general purposes. Each of the credit facilities
may  be  increased  up  to  an  additional  $500  million  subject  to  certain  conditions,  and  contains  customary
financial and restrictive covenants, including a maximum ratio of consolidated debt to tangible net worth of
one-to-one  and  a  cap  on  the  aggregate  amount  of  debt  of  $750  million  for  the  company’s  subsidiaries.
Borrowings under both facilities bear interest at rates based on the Eurodollar Rate or an alternative base
rate, plus an applicable borrowing margin.

Letters of credit are provided in the ordinary course of business primarily to indemnify the company’s
clients if the company fails to perform its obligations under its contracts. As of December 31, 2015, letters
of credit and borrowings totaling $1.7 billion were outstanding under these committed and uncommitted
lines of credit. As an alternative to letters of credit, surety bonds are used as a form of credit enhancement.

Guarantees, Inflation and Variable Interest Entities

Guarantees

In  the  ordinary  course  of  business,  the  company  enters  into  various  agreements  providing
performance  assurances  and  guarantees  to  clients  on  behalf  of  certain  unconsolidated  and  consolidated
partnerships,  joint  ventures  and  other  jointly  executed  contracts.  These  agreements  are  entered  into
primarily  to  support  the  project  execution  commitments  of  these  entities.  The  performance  guarantees
have  various  expiration  dates  ranging  from  mechanical  completion  of  the  project  being  constructed  to  a
period extending beyond contract completion in certain circumstances. The maximum potential amount of
future payments that the company could be required to make under outstanding performance guarantees,
which  represents  the  remaining  cost  of  work  to  be  performed  by  or  on  behalf  of  third  parties  under
engineering  and  construction  contracts,  was  estimated  to  be  $19.3  billion  as  of  December  31,  2015.
Amounts that may be required to be paid in excess of estimated cost to complete contracts in progress are
not estimable. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee
provisions are normally recoverable from the client for work performed under the contract. For lump-sum
or fixed-price contracts, the performance guarantee amount is the cost to complete the contracted work,
less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be
greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable
under  the  contract,  the  company  may  have  recourse  to  third  parties,  such  as  owners,  co-venturers,
subcontractors  or  vendors  for  claims.  The  company  assessed  its  performance  guarantee  obligation  as  of
December  31,  2015  and  2014  in  accordance  with  ASC  460,  ‘‘Guarantees,’’  and  the  carrying  value  of  the
liability was not material.

Financial  guarantees,  made  in  the  ordinary  course  of  business  in  certain  limited  circumstances,  are
entered  into  with  financial  institutions  and  other  credit  grantors  and  generally  obligate  the  company  to
make  payment  in  the  event  of  a  default  by  the  borrower.  These  arrangements  generally  require  the
borrower to pledge collateral to support the  fulfillment  of the borrower’s  obligation.

50

Inflation

Although inflation and cost trends affect the company, its engineering and construction operations are
generally  protected  by  the  ability  to  fix  the  company’s  cost  at  the  time  of  bidding  or  to  recover  cost
increases  in  cost  reimbursable  contracts.  The  company  has  taken  actions  to  reduce  its  dependence  on
external  economic  conditions;  however,  management  is  unable  to  predict  with  certainty  the  amount  and
mix of future business.

Variable Interest Entities

In the normal course of business, the company forms partnerships or joint ventures primarily for the
execution  of  single  contracts  or  projects.  The  company  evaluates  each  partnership  and  joint  venture  to
determine  whether  the  entity  is  a  VIE.  If  the  entity  is  determined  to  be  a  VIE,  the  company  assesses
whether it is the primary beneficiary and  needs  to  consolidate the entity.

For  further  discussion  of  the  company’s  VIEs,  see  ‘‘Discussion  of  Critical  Accounting  Policies  and

Estimates’’ above and Note 15 to the Consolidated  Financial  Statements.

Contractual Obligations

Contractual obligations as of December  31, 2015 are  summarized  as follows:

Contractual Obligations

Total

1 year or less

2–3 years

4–5  years Over 5 years

Payments Due by Period

(in millions)
Debt:

3.375% Senior Notes
3.5% Senior  Notes
Interest on debt obligations(1)

Operating leases(2)
Capital  leases
Uncertain tax  positions(3)
Joint venture contributions(4)
Pension minimum funding(5)
Other post-employment  benefits
Other compensation-related obligations(6)
Total

$ 497
495
253
280
7
21
505
56
19
426
$2,559

$ —
—
34
64
4
—
490
13
4
61
$670

$ —
—
69
87
3
—
15
21
6
97
$298

$ —
—
69
53
—
—
—
22
4
69
$217

$ 497
495
81
76
—
21
—
—
5
199
$1,374

(1)

Interest is based on the borrowings that are presently outstanding and the timing of payments indicated in
the above table.

(2) Operating  leases  are  primarily  for  engineering  and  project  execution  office  facilities  in  Texas,  California,
the United Kingdom and various other U.S and international locations, equipment used in connection with
long-term construction  contracts and other  personal property.

(3) Uncertain  tax  positions  taken  or  expected  to  be  taken  on  an  income  tax  return  may  result  in  additional
payments  to  tax  authorities.  The  total  amount  of  the  accrual  for  uncertain  tax  positions  related  to  the
company’s  effective  tax  rate  is  included  in  the  ‘‘Over  5  years’’  column  as  the  company  is  not  able  to
reasonably estimate the timing of potential future payments. If a tax authority agrees with the tax position
taken  or  expected  to  be  taken  or  the  applicable  statute  of  limitations  expires,  then  additional  payments
would not be necessary.

(4)

In August 2015, the company entered into an agreement to form COOEC Fluor Heavy Industries Co., Ltd.
(‘‘CFHI’’),  a  joint  venture  in  which  the  company  will  have  a  49%  ownership  interest  and  Offshore  Oil
Engineering Co., Ltd., a subsidiary of China National Offshore Oil Corporation, will have a 51% ownership
interest. Through CFHI, the two companies will own, operate and manage the Zhuhai Fabrication Yard in
China’s  Guangdong  province.  Under  the  agreement,  the  company  has  committed  to  make  an  initial  cash
investment of $350 million after all necessary approvals are received, which is targeted for early 2016, with a
$140 million additional  investment targeted for the third  quarter  of 2016.

51

(5) The company generally provides funding to its international pension plans to at least the minimum required
by  applicable  regulations.  In  determining  the  minimum  required  funding,  the  company  utilizes  current
actuarial assumptions and exchange rates to forecast estimates of amounts that may be payable for up to
five  years  in  the  future.  In  management’s  judgment,  minimum  funding  estimates  beyond  a  five-year  time
horizon  cannot  be  reliably  estimated.  Where  minimum  funding  as  determined  for  each  individual  plan
would not achieve a funded status to the level of accumulated benefit obligations, additional discretionary
funding  may  be  provided  from  available  cash  resources.  As  discussed  in  Note  5  of  the  Notes  to
Consolidated Financial  Statements, the U.S. pension plan was settled in 2015.

(6)

Principally  deferred executive compensation.

Item 7A. Quantitative and Qualitative Disclosures about Market  Risk

Cash and marketable securities are deposited with major banks throughout the world. Such deposits
are placed with high quality institutions and the amounts invested in any single institution are limited to
the  extent  possible  in  order  to  minimize  concentration  of  counterparty  credit  risk.  Marketable  securities
consist  of  time  deposits,  registered  money  market  funds,  U.S.  agency  securities,  U.S.  Treasury  securities,
commercial paper, international government securities and corporate debt securities. The company has not
incurred any credit risk losses related  to  deposits in cash and marketable securities.

Certain of the company’s contracts are subject to foreign currency risk. The company limits exposure
to  foreign  currency  fluctuations  in  most  of  its  engineering  and  construction  contracts  through  provisions
that  require  client  payments  in  currencies  corresponding  to  the  currency  in  which  cost  is  incurred.  As  a
result,  the  company  generally  does  not  need  to  hedge  foreign  currency  cash  flows  for  contract  work
performed. However, in cases where revenue and expenses are not denominated in the same currency, the
company may hedge its exposure, if material and if an  efficient market exists,  as discussed below.

The company utilizes derivative instruments to mitigate certain financial exposures, including currency
and commodity price risk associated with engineering and construction contracts, currency risk associated
with  monetary  assets  and  liabilities  denominated  in  nonfunctional  currencies  and  risk  associated  with
interest  rate  volatility.  As  of  December  31,  2015,  the  company  had  total  gross  notional  amounts  of
$793 million of foreign currency contracts of less than four years duration and total gross notional amounts
of $9 million of commodity contracts of less than two years duration. The company’s historical gains and
losses associated with derivative instruments have typically been immaterial, and have largely mitigated the
exposures being hedged. The company does not enter into derivative transactions for speculative purposes.

The company’s results reported by foreign subsidiaries with non-U.S. dollar functional currencies are
also affected by foreign currency volatility. When the U.S. dollar appreciates against the non-U.S. dollar
functional  currencies  of  these  subsidiaries,  the  company’s  reported  revenue,  cost  and  earnings,  after
translation  into  U.S.  dollars,  are  lower  than  what  they  would  have  been  had  the  U.S.  dollar  depreciated
against the same foreign currencies or if there had been  no change  in the exchange rates.

The  company’s  long-term  debt  obligations  typically  carry  a  fixed-rate  coupon,  and  therefore,  its

exposure to interest rate risk is not material.

Item 8. Financial Statements and Supplementary  Data

The  information  required  by  this  Item  is  submitted  as  a  separate  section  of  this  Form  10-K.  See

‘‘Item 15. — Exhibits and Financial Statement Schedules’’  below.

Item 9. Changes in and Disagreements with Accountants  on Accounting and Financial  Disclosure

None.

52

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and  Procedures

Based  on  their  evaluation  as  of  December  31,  2015,  which  is  the  end  of  the  period  covered  by  this
annual report on Form 10-K, our principal executive officer and principal financial officer have concluded
that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange
Act) are effective as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the  Exchange Act.

Management’s Report on Internal Control Over Financial Reporting

Our  management  is  responsible  for  establishing  and  maintaining  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  Exchange  Act,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting
and  the  preparation  of  consolidated  financial  statements  for  external  purposes  in  accordance  with
generally accepted accounting principles  in  the United States.

In  connection  with  the  preparation  of  the  company’s  annual  consolidated  financial  statements,
management of the company has undertaken an assessment of the effectiveness of the company’s internal
control over financial reporting based on criteria established in Internal Control — Integrated Framework
issued  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission  (the  2013  COSO
framework).  Management’s  assessment  included  an  evaluation  of  the  design  of  the  company’s  internal
control  over  financial  reporting  and  testing  of  the  operational  effectiveness  of  the  company’s  internal
control over financial reporting. Based on this assessment, management has concluded that the company’s
internal control over financial reporting was  effective as of  December 31,  2015.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Ernst  &  Young  LLP,  the  independent  registered  public  accounting  firm  that  audited  the  company’s
consolidated  financial  statements  included  in  this  annual  report  on  Form  10-K,  has  issued  an  attestation
report on the effectiveness of the company’s internal control over financial reporting which appears below.

53

Attestation Report of the Independent Registered  Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED  PUBLIC  ACCOUNTING FIRM

The Board of Directors and Shareholders  of Fluor  Corporation

We  have  audited  Fluor  Corporation’s  internal  control  over  financial  reporting  as  of  December  31,
2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee
of  Sponsoring  Organizations  of  the  Treadway  Commission  (2013  framework)  (the  COSO  criteria).  Fluor
Corporation’s  management  is  responsible  for  maintaining  effective  internal  control  over  financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting included in
the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the company’s internal control over financial reporting based  on our audit.

We  conducted  our  audit  in  accordance  with  the  standards  of  the  Public  Company  Accounting
Oversight  Board  (United  States).  Those  standards  require  that  we  plan  and  perform  the  audit  to  obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in
all  material  respects.  Our  audit  included  obtaining  an  understanding  of  internal  control  over  financial
reporting,  assessing  the  risk  that  a  material  weakness  exists,  testing  and  evaluating  the  design  and
operating  effectiveness  of  internal  control  based  on  the  assessed  risk,  and  performing  such  other
procedures  as  we  considered  necessary  in  the  circumstances.  We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

A  company’s  internal  control  over  financial  reporting  is  a  process  designed  to  provide  reasonable
assurance  regarding  the  reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for
external  purposes  in  accordance  with  generally  accepted  accounting  principles.  A  company’s  internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the  transactions  and  dispositions  of  the
assets  of  the  company;  (2)  provide  reasonable  assurance  that  transactions  are  recorded  as  necessary  to
permit  preparation  of  financial  statements  in  accordance  with  generally  accepted  accounting  principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, Fluor Corporation maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2015, based on the  COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Fluor Corporation as of December 31, 2015 and
2014, and the related consolidated statements of earnings, comprehensive income, cash flows and changes
in equity for each of the three years in the period ended December 31, 2015 of Fluor Corporation and our
report dated February 18, 2016 expressed an unqualified  opinion thereon.

/s/Ernst & Young LLP

Dallas, Texas
February 18, 2016

54

Changes  in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fourth quarter
of  the  fiscal  year  ending  December  31,  2015  that  have  materially  affected,  or  are  reasonably  likely  to
materially affect, our internal control  over financial reporting.

Item 9B. Other Information

None.

Item 10. Directors, Executive Officers and Corporate Governance

Directors, Executive Officers, Promoters and Control Persons

PART III

The  information  required  by  Paragraph  (a),  and  Paragraphs  (c)  through  (g)  of  Item  401  of
Regulation  S-K  (except  for  information  required  by  Paragraphs  (d)  —  (f)  of  that  Item  to  the  extent  the
required information pertains to our executive officers) and Item 405 of Regulation S-K is set forth in the
section entitled ‘‘Election of Directors — Biographical Information, including Experience, Qualifications,
Attributes and Skills’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in our definitive
proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our
fiscal year and is incorporated herein by reference. The information required by Paragraph (b) of Item 401
of Regulation S-K , as well as the information required by Paragraphs (d) — (f) of that Item to the extent
the  required  information  pertains  to  our  executive  officers,  is  set  forth  in  Part  I,  Item  1  of  this  Annual
Report on Form 10-K under the heading  ‘‘Executive Officers  of  the Registrant.’’

Code of Ethics

We have long maintained and enforced a Code of Business Conduct and Ethics that applies to our chief
executive  officer,  chief  financial  officer,  and  principal  accounting  officer  and  controller.  A  copy  of  our
Code of Business Conduct and Ethics, as amended, has been posted on the ‘‘Sustainability’’ — ‘‘Ethics and
Compliance’’ portion of our website,  www.fluor.com.

We  have  disclosed  and  intend  to  continue  to  disclose  any  changes  or  amendments  to  our  code  of
ethics or waivers from our code of ethics applicable to our chief executive officer, chief financial officer,
and principal accounting officer and  controller by posting  such changes or waivers  to  our website.

Corporate Governance

We  have  adopted  Corporate  Governance  Guidelines,  which  are  available  on  our  website  at
www.fluor.com  under  the  ‘‘Sustainability’’  portion  of  our  website  under  the  heading  ‘‘Corporate
Governance  Documents’’  filed  under  ‘‘Governance.’’  Information  regarding  the  Audit  Committee  is
hereby  incorporated  by  reference  from  the  information  contained  in  the  section  entitled  ‘‘Corporate
Governance  —  Board  of  Directors  Meetings  and  Committees  —  Audit  Committee’’  in  our  Proxy
Statement.

Item 11. Executive Compensation

Information required by this item is included in the following sections of our Proxy Statement for our
2016  annual  meeting  of  stockholders: 
‘‘Organization  and  Compensation  Committee  Report,’’
‘‘Compensation  Committee  Interlocks  and  Insider  Participation,’’  ‘‘Executive  Compensation’’  and
‘‘Director  Compensation,’’  as  well  as  the  related  pages  containing  compensation  tables  and  information,
which  information is incorporated herein  by reference.

55

Item 12. Security Ownership of Certain Beneficial  Owners and Management and Related  Stockholder

Matters

Equity Compensation Plan Information

The  following  table  provides  information  as  of  December  31,  2015  with  respect  to  the  shares  of

common stock that may be issued under the company’s equity compensation plans:

Plan Category

Equity compensation plans

(a)

(b)

(c)

Number of securities to be Weighted average Number of  securities available for

issued upon exercise of
outstanding options,
warrants and rights

exercise  price of
outstanding  options,
warrants and rights

future issuance  under  equity
compensation  plans (excluding
securities listed in column  (a))

approved by stockholders(1) . . . .

3,971,526

Equity compensation plans not

approved by stockholders . . . . .

—

Total . . . . . . . . . . . . . . . . . . . . . .

3,971,526

$62.25

—

$62.25

8,813,005

—

8,813,005

(1) Consists of the 2014 Restricted Stock Plan for Non-Employee Directors, under which no securities are
currently  issuable  upon  exercise  of  outstanding  options,  warrants  or  rights,  but  under  which
465,211  shares  remain  available  for  future  issuance;  the  2003  Executive  Performance  Incentive  Plan
(the  ‘‘2003  Plan’’),  under  which  339,433  shares  are  currently  issuable  upon  exercise  of  outstanding
options, warrants and rights, but under which no shares remain available for future issuance; and the
Amended and Restated 2008 Executive Performance Incentive Plan, under which 3,632,093 shares are
currently  issuable  upon  exercise  of  outstanding  options,  warrants  and  rights,  and  under  which
8,347,794 shares remain available for issuance.

The  additional  information  required  by  this  item  is  included  in  the  ‘‘Stock  Ownership  and
Stock-Based  Holdings  of  Executive  Officers  and  Directors’’  and  ‘‘Stock  Ownership  of  Certain  Beneficial
Owners’’ sections of our Proxy Statement for our 2016 annual meeting of stockholders, which information
is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required by this item is included in the ‘‘Certain Relationships and Related Transactions’’
and ‘‘Board Independence’’ sections of the ‘‘Corporate Governance’’ portion of our Proxy Statement for
our  2016 annual meeting of stockholders, which  information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information  required  by  this  item  is  included  in  the  ‘‘Ratification  of  Appointment  of  Independent
Registered  Public  Accounting  Firm’’  section  of  our  Proxy  Statement,  which  information  is  incorporated
herein by reference.

56

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this annual report  on Form 10-K:

PART IV

1.

Financial Statements:

Our consolidated financial statements at December 31, 2015 and 2014 and for each of the three years
in the period ended December 31, 2015 and the notes thereto, together with the report of the independent
registered public accounting firm on those consolidated financial statements are hereby filed as part of this
annual report on Form 10-K, beginning  on page F-1.

2.

Financial Statement Schedules:

No financial statement schedules are presented 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

EXHIBIT INDEX

3.1

3.2

4.1

4.2

4.3

4.4

10.1

10.2

10.3

Amended  and  Restated  Certificate  of  Incorporation  of  the  registrant  (incorporated  by
reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 8, 2012).

Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to
the registrant’s Current Report on Form 8-K filed on  February 9, 2016).

Senior Debt Securities Indenture between Fluor Corporation and Wells Fargo Bank, National
Association,  as  trustee,  dated  as  of  September  8,  2011  (incorporated  by  reference  to
Exhibit 4.3 to the registrant’s Current  Report on  Form 8-K filed  on September  8, 2011).

First  Supplemental  Indenture  between  Fluor  Corporation  and  Wells  Fargo  Bank,  National
Association,  as  trustee,  dated  as  of  September  13,  2011  (incorporated  by  reference  to
Exhibit 4.4 to the registrant’s Current  Report on  Form 8-K filed  on September  13, 2011).

Second Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National
Association, as trustee, dated as of June 22, 2012 (incorporated by reference to Exhibit 4.2 to
the registrant’s Form S-3ASR filed on June  22, 2012).

Third  Supplemental  Indenture  between  Fluor  Corporation  and  Wells  Fargo  Bank,  National
Association,  as  trustee,  dated  as  of  November  25,  2014  (incorporated  by  reference  to
Exhibit 4.1 to the registrant’s Current  Report on  Form 8-K filed  on November 25, 2014).

Fluor  Corporation  2001  Fluor  Stock  Appreciation  Rights  Plan,  as  amended  and  restated  on
November  1,  2007  (incorporated  by  reference  to  Exhibit  10.12  to  the  registrant’s  Annual
Report on Form 10-K filed on February 29, 2008).

Fluor Corporation 2003 Executive Performance Incentive Plan, as amended and restated as of
March  30,  2005  (incorporated  by  reference  to  Exhibit  10.15  to  the  registrant’s  Quarterly
Report on Form 10-Q filed on May 5, 2005).

Form  of  Compensation  Award  Agreements  for  grants  under  the  Fluor  Corporation  2003
Executive  Performance  Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.16  to  the
registrant’s Quarterly Report on Form 10-Q filed on November  9, 2004).

57

Exhibit

Description

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

Fluor  Corporation  Amended  and  Restated  2008  Executive  Performance  Incentive  Plan
(incorporated  by  reference  to  Exhibit  10.1  to  the  registrant’s  Current  Report  on  Form  8-K
filed on May 3, 2013).

Form of Stock Option Agreement under the Fluor Corporation Amended and Restated 2008
Executive  Performance  Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.28  to  the
registrant’s Quarterly Report on Form 10-Q filed on May 10, 2010).

Form  of  Option  Agreement  under  the  Fluor  Corporation  Amended  and  Restated  2008
Executive  Performance  Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.26  to  the
registrant’s Quarterly Report on Form 10-Q filed on April 30, 2015).

Form  of  Value  Driver  Incentive  Award  Agreement  (for  the  senior  team)  under  the  Fluor
Corporation  Amended  and  Restated  2008  Executive  Performance  Incentive  Plan
(incorporated by reference to Exhibit 10.24 to the registrant’s Quarterly Report on Form 10-Q
filed on April 30, 2015).

Form of Value Driver Incentive Award Agreement (for non-senior executives) under the Fluor
Corporation  Amended  and  Restated  2008  Executive  Performance  Incentive  Plan
(incorporated by reference to Exhibit 10.25 to the registrant’s Quarterly Report on Form 10-Q
filed on April 30, 2015).

Form  of  Restricted  Stock  Unit  Agreement  under  the  Fluor  Corporation  Amended  and
Restated  2008  Executive  Performance  Incentive  Plan  (incorporated  by  reference  to
Exhibit 10.27 to the registrant’s Quarterly  Report on  Form 10-Q  filed on April  30, 2015).

Form  of  Non-U.S.  Stock  Growth  Incentive  Award  Agreement  under  the  Fluor  Corporation
Amended  and  Restated  2008  Executive  Performance  Incentive  Plan  (incorporated  by
reference to Exhibit 10.28 to the registrant’s Quarterly Report on Form 10-Q filed on April 30,
2015).

Fluor  Executive  Deferred  Compensation  Plan,  as  amended  and  restated  effective  April  21,
2003  (incorporated  by  reference  to  Exhibit  10.5  to  the  registrant’s  Annual  Report  on
Form 10-K filed on February 29, 2008).

Fluor  409A  Executive  Deferred  Compensation  Program,  as  amended  and  restated  effective
January 1, 2014 (incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report
on Form 10-K filed on February 18, 2014).

Fluor Executives’ Supplemental Benefit Plan (incorporated by reference to Exhibit 10.8 to the
registrant’s Annual Report on Form 10-K filed  on February 29,  2008).

Executive Severance Plan (incorporated by reference to Exhibit 10.7 to the registrant’s Annual
Report on Form 10-K filed on February 22, 2012).

Summary  of  Fluor  Corporation  Non-Management  Director  Compensation  (incorporated  by
reference  to  Exhibit  10.10  to  the  registrant’s  Annual  Report  on  Form  10-K  filed  on
February 18, 2015).

Fluor Corporation 2014 Restricted Stock Plan for Non-Employee Directors (incorporated by
reference  to  Exhibit  10.1  to  the  registrant’s  Registration  Statement  on  Form  S-8  filed  on
May 1, 2014).

Form of Restricted Stock Unit Agreement under the Fluor Corporation 2014 Restricted Stock
Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.2 to the registrant’s
Quarterly Report on Form 10-Q filed on  July 30,  2015).

58

Exhibit

Description

10.18

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

Fluor  Corporation  Deferred  Directors’  Fees  Program,  as  amended  and  restated  effective
January 1, 2002 (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report
on Form 10-K filed on March 31, 2003).

Fluor Corporation 409A Director Deferred Compensation Program, as amended and restated
effective as of January 1, 2015 (incorporated by reference to Exhibit 10.11 to the registrant’s
Annual  Report on Form 10-K filed on February 18,  2015).

Directors’  Life  Insurance  Summary  (incorporated  by  reference  to  Exhibit  10.12  to  the
registrant’s Registration Statement on Form 10/A (Amendment No. 1) filed on November 22,
2000).

Form  of  Indemnification  Agreement  entered  into  between  the  registrant  and  each  of  its
directors and executive officers (incorporated by reference to Exhibit 10.21 to the registrant’s
Annual  Report on Form 10-K filed on February 25,  2009).

Form  of  Change  in  Control  Agreement  entered  into  between  the  registrant  and  each  of  its
executive officers (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report
on Form 8-K filed on June 29, 2010).

Revolving Loan and Letter of Credit Facility Agreement dated as of November 9, 2012, among
Fluor  Corporation,  the  Lenders  thereunder,  BNP  Paribas,  as  Administrative  Agent  and  an
Issuing  Lender,  Bank  of  America,  N.A.,  as  Syndication  Agent,  and  Citibank,  N.A.  and  The
Bank  of  Tokyo  —  Mitsubishi  UFJ,  Ltd.,  as  Co-Documentation  Agents  (incorporated  by
reference  to  Exhibit  10.29  to  the  registrant’s  Annual  Report  on  Form  10-K  filed  on
February 20, 2013).

Amendment  No.  1  dated  as  of  May  28,  2014  to  that  certain  Revolving  Loan  and  Letter  of
Credit  Facility  Agreement  dated  as  of  November  9,  2012,  among  Fluor  Corporation,  the
Lenders  thereunder,  BNP  Paribas,  as  Administrative  Agent  and  an  Issuing  Lender,  Bank  of
America,  N.A.,  as  Syndication  Agent,  and  Citibank,  N.A.  and  The  Bank  of  Tokyo  —
Mitsubishi  UFJ,  Ltd.,  as  Co-Documentation  Agents  (incorporated  by  reference  to
Exhibit 10.24 to the registrant’s Quarterly  Report on  Form 10-Q  filed on July 31, 2014).

Amendment No. 2 dated as of November 25, 2014 to that certain Revolving Loan and Letter
of  Credit  Facility  Agreement  dated  as  of  November  9,  2012  (as  amended  May  28,  2014),
among Fluor Corporation, the Lenders thereunder, BNP Paribas, as Administrative Agent and
an Issuing Lender, Bank of America, N.A., as Syndication Agent, and Citibank, N.A. and The
Bank  of  Tokyo  —  Mitsubishi  UFJ,  Ltd.,  as  Co-Documentation  Agents  (incorporated  by
reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on December 1,
2014).

Revolving  Loan  and  Letter  of  Credit  Facility  Agreement  dated  as  of  May  28,  2014,  among
Fluor  Corporation,  the  Lenders  thereunder,  BNP  Paribas,  as  Administrative  Agent  and  an
Issuing  Lender,  Bank  of  America,  N.A.,  as  Syndication  Agent,  and  Citibank,  N.A.  and  The
Bank  of  Tokyo  —  Mitsubishi  UFJ,  Ltd.,  as  Co-Documentation  Agents  (incorporated  by
reference to Exhibit 10.25 to the registrant’s Quarterly Report on Form 10-Q filed on July 31,
2014).

Amendment No. 1 dated as of November 25, 2014 to that certain Revolving Loan and Letter
of Credit Facility Agreement dated as of May 28, 2014, among Fluor Corporation, the Lenders
thereunder, BNP Paribas, as Administrative Agent and an Issuing Lender, Bank of America,
N.A.,  as  Syndication  Agent,  and  Citibank,  N.A.  and  The  Bank  of  Tokyo  —  Mitsubishi
UFJ,  Ltd.,  as  Co-Documentation  Agents  (incorporated  by  reference  to  Exhibit  10.1  to  the
registrant’s Current Report on Form 8-K  filed  on December 1,  2014).

59

Exhibit

Description

10.28

10.29

10.30

21.1

23.1

31.1

31.2

32.1

32.2

Offer  of  Employment  Letter  from  Fluor  Corporation  to  Biggs  C.  Porter  (incorporated  by
reference to Exhibit 10.38 to the registrant’s Quarterly Report on Form 10-Q filed on May 3,
2012).

Retention  Award  granted  to  David  R.  Dunning  on  September  26,  2013  (incorporated  by
reference  to  Exhibit  10.36  to  the  registrant’s  Annual  Report  on  Form  10-K  filed  on
February 18, 2014).

Consulting  Agreement  between  Fluor  Corporation  and  David  R.  Dunning  (incorporated  by
reference to Exhibit 10.31 to the registrant’s Quarterly Report on Form 10-Q filed on April 30,
2015).

Subsidiaries of the registrant.*

Consent of Independent Registered  Public Accounting  Firm.*

Certification of Chief Executive  Officer of Fluor  Corporation.*

Certification of Chief Financial Officer of Fluor Corporation.*

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.*

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.*

101.INS

XBRL Instance Document.*

101.SCH XBRL Taxonomy Extension Schema Document.*

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.*

101.LAB XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.*

101.DEF XBRL Taxonomy Extension Definition Linkbase  Document.*

* New exhibit filed with this report.

Attached  as  Exhibit  101  to  this  report  are  the  following  documents  formatted  in  XBRL  (Extensible
Business  Reporting  Language):  (i)  the  Consolidated  Statement  of  Earnings  for  the  years  ended
December  31,  2015,  2014  and  2013,  (ii)  the  Consolidated  Balance  Sheet  at  December  31,  2015  and
December  31,  2014,  (iii)  the  Consolidated  Statement  of  Cash  Flows  for  the  years  ended  December  31,
2015,  2014  and  2013  and  (iv)  the  Consolidated  Statement  of  Equity  for  the  years  ended  December  31,
2015, 2014 and 2013.

60

Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934,  the
registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

SIGNATURES

FLUOR CORPORATION

By:

/s/ BIGGS C. PORTER

Biggs C. Porter,
Executive Vice President
and Chief Financial Officer

February 18, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K
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/ DAVID T. SEATON

David T. Seaton

Chairman and Chief
Executive Officer

February 18, 2016

Principal Financial Officer and Principal
Accounting Officer:

/s/ BIGGS C. PORTER

Biggs C. Porter

Other Directors:

/s/ PETER K. BARKER

Peter K. Barker

/s/ ALAN M. BENNETT

Alan M. Bennett

/s/ ROSEMARY T. BERKERY

Rosemary T. Berkery

/s/ PETER J. FLUOR

Peter  J. Fluor

/s/ DEBORAH D. MCWHINNEY

Deborah D. McWhinney

/s/ ARMANDO J. OLIVERA

Armando J. Olivera

Executive Vice President
and Chief Financial Officer

February 18, 2016

February 18, 2016

February 18, 2016

February 18, 2016

February 18, 2016

February 18, 2016

February 18, 2016

Director

Director

Director

Director

Director

Director

61

Signature

/s/ JOSEPH W. PRUEHER

Joseph W. Prueher

/s/ MATTHEW K. ROSE

Matthew K. Rose

/s/ NADER H. SULTAN

Nader H. Sultan

/s/ LYNN C. SWANN

Lynn C. Swann

Title

Director

Director

Director

Director

Date

February 18, 2016

February 18, 2016

February 18, 2016

February 18, 2016

62

FLUOR CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Changes in  Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PAGE

F-2

F-3

F-4

F-5

F-6

F-7

F-8

F-1

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Shareholders  of Fluor Corporation

We have audited the accompanying consolidated balance sheets of Fluor Corporation as of December 31,
2015 and 2014, and the related consolidated statements of earnings, comprehensive income, cash flows and
changes  in  equity  for  each  of  the  three  years  in  the  period  ended  December  31,  2015.  These  financial
statements  are  the  responsibility  of  the  Company’s  management.  Our  responsibility  is  to  express  an
opinion on these financial statements  based on our  audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material  misstatement.  An  audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the  accounting  principles  used  and  significant  estimates  made  by
management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In  our  opinion,  the  financial  statements  referred  to  above  present  fairly,  in  all  material  respects,  the
consolidated financial position of Fluor Corporation at December 31, 2015 and 2014, and the consolidated
results of its operations and its cash flows for each of the three years in the period ended December 31,
2015, in conformity with U.S. generally  accepted accounting principles.

We  also  have  audited,  in  accordance  with  the  standards  of  the  Public  Company  Accounting  Oversight
Board  (United  States),  Fluor  Corporation’s  internal  control  over  financial  reporting  as  of  December  31,
2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring  Organizations  of  the  Treadway  Commission  (2013  framework)  and  our  report  dated
February 18, 2016 expressed an unqualified opinion  thereon.

/s/Ernst & Young LLP

Dallas, Texas
February 18, 2016

F-2

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF EARNINGS

(in thousands, except per share amounts)

TOTAL REVENUE

TOTAL COST OF REVENUE

OTHER (INCOME) AND EXPENSES

Gain related to a  partial sale of a subsidiary
Pension settlement charge
Corporate general and administrative  expense
Interest expense
Interest income

Total cost and expenses

Year Ended December 31,

2015

2014

2013

$18,114,048

$21,531,577

$27,351,573

17,019,352

20,132,544

25,986,382

(68,162)
239,896
168,329
44,770
(16,689)

—
—
182,711
29,681
(18,268)

—
—
175,148
26,887
(14,443)

17,387,496

20,326,668

26,173,974

EARNINGS FROM  CONTINUING OPERATIONS  BEFORE

TAXES

INCOME TAX EXPENSE

726,552
245,888

1,204,909
352,815

1,177,599
354,573

EARNINGS FROM  CONTINUING OPERATIONS

480,664

852,094

823,026

LOSS FROM DISCONTINUED OPERATIONS, NET OF  TAX

(5,658)

(204,551)

—

NET EARNINGS

LESS: NET  EARNINGS  ATTRIBUTABLE  TO

NONCONTROLLING INTERESTS

NET EARNINGS ATTRIBUTABLE  TO  FLUOR

CORPORATION

AMOUNTS  ATTRIBUTABLE TO FLUOR CORPORATION

Earnings from continuing operations
Loss from discontinued operations,  net  of  tax

Net earnings

BASIC EARNINGS (LOSS) PER SHARE  ATTRIBUTABLE  TO

FLUOR CORPORATION
Earnings from continuing operations
Loss from discontinued operations,  net  of  tax

Net earnings

DILUTED EARNINGS  (LOSS)  PER  SHARE  ATTRIBUTABLE

TO FLUOR CORPORATION
Earnings from continuing operations
Loss from discontinued operations,  net  of  tax

Net earnings

SHARES USED  TO  CALCULATE  EARNINGS PER  SHARE

Basic
Diluted

475,006

647,543

823,026

62,494

136,634

155,315

$

$

$

$

$

$

$

412,512

418,170
(5,658)

412,512

2.89
(0.04)

2.85

2.85
(0.04)

2.81

$

$

$

$

$

$

$

510,909

715,460
(204,551)

510,909

4.54
(1.30)

3.24

4.48
(1.28)

3.20

$

$

$

$

$

$

$

667,711

667,711
—

667,711

4.11
—

4.11

4.06
—

4.06

144,805
146,722

157,487
159,616

162,566
164,354

DIVIDENDS DECLARED PER SHARE

$

0.84

$

0.84

$

0.64

See Notes to Consolidated Financial  Statements.

F-3

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands)

NET EARNINGS

OTHER COMPREHENSIVE INCOME  (LOSS),  NET  OF TAX:

Foreign currency translation adjustment
Ownership share of equity method investees’ other comprehensive

income (loss)

Defined benefit pension and postretirement plan  adjustments
Unrealized gain (loss) on derivative contracts
Unrealized loss on available-for-sale securities

TOTAL OTHER COMPREHENSIVE  INCOME (LOSS),  NET OF

TAX

COMPREHENSIVE INCOME

LESS: COMPREHENSIVE INCOME ATTRIBUTABLE  TO

NONCONTROLLING INTERESTS

COMPREHENSIVE INCOME ATTRIBUTABLE TO FLUOR

Year Ended December 31,

2015

2014

2013

$ 475,006

$ 647,543

$823,026

(104,595)

(125,809)

(46,901)

(7,513)
162,615
(126)
(211)

1,838
(66,848)
(2,064)
(437)

10,745
(5,573)
1,384
(778)

50,170

(193,320)

(41,123)

525,176

454,223

781,903

61,227

129,325

154,543

CORPORATION

$ 463,949

$ 324,898

$627,360

See Notes to Consolidated Financial Statements.

F-4

FLUOR CORPORATION

CONSOLIDATED BALANCE SHEET

(in thousands, except share and per share amounts)

ASSETS

CURRENT ASSETS
Cash  and cash equivalents ($289,991 and $352,996 related  to variable  interest  entities

(‘‘VIEs’’))

Marketable securities, current ($70,176 and $14,082 related to  VIEs)
Accounts and  notes receivable, net ($186,833 and $193,565 related to  VIEs)
Contract work in progress ($178,826  and $166,334 related  to VIEs)
Deferred taxes
Other current assets ($27,362 and $38,848 related to  VIEs)

Total  current assets

PROPERTY, PLANT AND EQUIPMENT
Land
Buildings  and improvements
Machinery  and  equipment
Furniture and fixtures
Construction in progress

Less accumulated depreciation

Net property, plant and equipment ($70,247 and $77,579 related to  VIEs)

OTHER ASSETS
Marketable securities, noncurrent
Goodwill
Investments
Deferred taxes
Deferred compensation trusts
Other ($24,141 and $24,003  related to VIEs)

Total other assets

TOTAL ASSETS

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Trade accounts payable ($178,139 and $213,837 related to  VIEs)
Convertible senior notes and other borrowings
Advance billings on contracts ($188,484 and $151,321  related  to VIEs)
Accrued salaries, wages and benefits ($47,526 and $51,749 related to  VIEs)
Other accrued liabilities ($25,384 and $21,709 related  to  VIEs)

Total current liabilities

LONG-TERM DEBT DUE AFTER ONE YEAR
NONCURRENT LIABILITIES
CONTINGENCIES AND COMMITMENTS

EQUITY

Shareholders’ equity

Capital stock

Preferred — authorized 20,000,000 shares ($0.01 par value), none  issued
Common — authorized 375,000,000 shares ($0.01  par  value); issued and  outstanding  —

139,018,309 and 148,633,640 shares in 2015  and 2014,  respectively

Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings

Total shareholders’ equity

Noncontrolling interests

Total equity

TOTAL LIABILITIES AND EQUITY

See Notes to Consolidated Financial Statements.

December 31,
2015

December  31,
2014

$1,949,886
197,092
1,203,024
1,376,471
172,887
378,927

5,278,287

72,244
434,213
1,252,615
135,701
43,644

1,938,417
1,046,077

892,340

220,634
111,646
337,930
221,945
360,725
207,999

$1,993,125
105,131
1,471,705
1,587,275
340,223
260,588

5,758,047

84,274
454,641
1,305,623
142,961
73,962

2,061,461
1,081,198

980,263

343,644
112,952
189,805
201,004
405,022
203,692

1,460,879

1,456,119

$7,631,506

$8,194,429

$1,266,509
—
754,037
669,592
245,214

2,935,352

992,664
589,991

$1,422,084
28,742
569,418
725,586
585,023

3,330,853

991,685
648,061

—

—

1,390
—
(432,775)
3,428,732

2,997,347
116,152

3,113,499

1,486
—
(484,212)
3,593,597

3,110,871
112,959

3,223,830

$7,631,506

$8,194,429

F-5

FLUOR CORPORATION
CONSOLIDATED STATEMENT OF CASH  FLOWS

(in thousands)

CASH FLOWS  FROM  OPERATING  ACTIVITIES

Year Ended December 31,

2015

2014

2013

Net earnings
Adjustments to reconcile net earnings to cash  provided (utilized) by operating

$ 475,006

$ 647,543

$ 823,026

activities:

Loss from  discontinued  operations, net of  taxes
Pension  settlement charge
Depreciation of fixed  assets
Amortization of  intangibles
Loss (gain) on sale of equity  method investments
(Earnings)  loss  from  equity method  investments, net of distributions
Gain related to a partial sale of  a subsidiary
Gain on  sale  of  property,  plant and equipment
Amortization of  stock-based awards
Deferred compensation trust
Deferred compensation obligation
Statute expirations and tax  settlements
Deferred taxes
Excess  tax benefit from stock-based plans

Net retirement plan accrual (contributions)
Changes  in operating assets and liabilities
Cash  outflows from discontinued operations
Other items

Cash  provided by operating  activities

CASH FLOWS  FROM  INVESTING ACTIVITIES

Purchases of marketable securities
Proceeds  from the sales and maturities  of  marketable securities
Capital  expenditures
Proceeds  from disposal of property, plant and equipment
Proceeds  from sale  of buildings
Proceeds  from a partial sale of a subsidiary
Proceeds  from sales of  equity method investments
Investments  in  partnerships and  joint  ventures
Consolidation of  a variable interest entity
Acquisitions
Other items

Cash  utilized by investing activities

CASH FLOWS  FROM  FINANCING  ACTIVITIES

Repurchase of common stock
Dividends  paid
Proceeds  from issuance  of 3.5% Senior Notes
Debt  and credit facility  issuance costs
Repayment  of  5.625%  Municipal Bonds
Repayment  of  convertible  debt and other borrowings
Distributions paid  to noncontrolling interests
Capital  contributions by noncontrolling  interests
Taxes paid on vested  restricted stock
Stock  options exercised
Excess  tax benefit from stock-based plans
Other items

Cash  utilized by financing activities

Effect of exchange rate  changes on cash

Increase (decrease)  in  cash and cash equivalents
Cash  and cash equivalents at beginning  of  year

Cash and  cash equivalents at end  of  year

See  Notes to Consolidated Financial  Statements.

F-6

5,658
239,896
188,700
1,038
—
(1,597)
(68,162)
(31,272)
61,053
44,298
(6,854)
(7,827)
4,675
—
(37,805)
303,896
(316,195)
(5,376)

204,551
—
191,701
893
2,158
1,295
—
(33,878)
48,232
(16,614)
14,755
(19,331)
62,084
(4,089)
(40,093)
(408,861)
(8,058)
286

—
—
206,331
767
(2,370)
15,030
—
(24,509)
42,909
(55,504)
56,550
—
(29,708)
(6,668)
10,586
(261,596)
—
14,062

849,132

642,574

788,906

(386,021)
411,380
(240,220)
94,323
82,082
45,566
—
(91,078)
—
—
17,461

(410,508)
419,398
(324,704)
105,872
—
—
44,000
(38,687)
—
—
5,514

(492,633)
482,376
(288,487)
74,028
—
—
3,005
(27,057)
24,675
(23,075)
12,558

(66,507)

(199,115)

(234,610)

(509,658)
(125,204)
—
—
—
(28,425)
(58,986)
5,254
(8,400)
1,780
—
(4,591)

(906,083)
(126,218)
494,595
(7,685)
—
(74)
(138,041)
3,336
(11,475)
24,189
4,089
(3,049)

(200,052)
(78,716)
—
—
(17,795)
(8,640)
(124,853)
1,697
(11,404)
52,838
6,668
10,688

(728,230)

(666,416)

(369,569)

(97,634)

(67,500)

(55,686)

(43,239)
1,993,125

(290,457)
2,283,582

129,041
2,154,541

$1,949,886

$1,993,125

$2,283,582

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands, except  per share  amounts) Shares Amount

Common Stock

Additional
Paid-In
Capital

Accumulated
Other

Total

Comprehensive Retained
Earnings
Income (Loss)

Shareholders’ Noncontrolling

Equity

Interests

Total
Equity

BALANCE AS OF DECEMBER 31,  2012

162,360

$1,624

$

Net earnings
Other comprehensive loss
Dividends ($0.64  per share)
Distributions to noncontrolling interests
Capital contributions by  noncontrolling

interests

Other noncontrolling interest  transactions
Stock-based plan activity
Repurchase of common stock
Debt  conversions

—
—
—
—

—
—
1,518
(2,592)
2

—
—
—
—

—
—
15
(26)
—

—

—
—
—
—

—
(975)
93,832
(79,946)
—

$(257,850)

$3,597,521

$3,341,295

$ 85,799

$3,427,094

—
(40,351)
—
—

—
—
—
—
—

667,711
—
(104,488)
—

—
—
—
(120,080)
—

667,711
(40,351)
(104,488)
—

—
(975)
93,847
(200,052)
—

155,315
(772)
—
(124,853)

1,697
6,650
—
—
—

823,026
(41,123)
(104,488)
(124,853)

1,697
5,675
93,847
(200,052)
—

BALANCE AS OF DECEMBER 31,  2013

161,288

$1,613

$ 12,911

$(298,201)

$4,040,664

$3,756,987

$ 123,836

$3,880,823

Net earnings
Other comprehensive loss
Dividends ($0.84  per share)
Distributions to noncontrolling interests
Capital contributions by  noncontrolling

interests

Other noncontrolling interest transactions
Stock-based plan activity
Repurchase of common stock
Debt  conversions

—
—
—
—

—
—
675
(13,331)
2

—
—
—
—

—
—
6
(133)
—

BALANCE AS OF DECEMBER 31,  2014

148,634

$1,486

$

Net earnings
Other comprehensive  income (loss)
Dividends ($0.84  per share)
Distributions to noncontrolling interests
Capital contributions by  noncontrolling

interests

Other noncontrolling interest transactions
Stock-based plan activity
Repurchase of common stock
Debt  conversions

—
—
—
—

—
—
321
(10,105)
168

—
—
—
—

—
—
5
(101)
—

—
751
66,919
(80,581)
—

—

—
—
—
—

—
334
54,656
(54,789)
(201)

—
—
—
—

—
(186,011)
—
—

510,909
—
(132,608)
—

—
—
—
(825,369)
1

510,909
(186,011)
(132,608)
—

—
751
66,925
(906,083)
1

136,634
(7,309)
—
(138,041)

3,336
(5,497)
—
—
—

647,543
(193,320)
(132,608)
(138,041)

3,336
(4,746)
66,925
(906,083)
1

—
—
—
—
—

$(484,212)

$3,593,597

$3,110,871

$ 112,959

$3,223,830

—
51,437
—
—

—
—
—
—
—

412,512
—
(122,609)
—

—
—
—
(454,768)
—

412,512
51,437
(122,609)
—

—
334
54,661
(509,658)
(201)

62,494
(1,267)
—
(58,986)

5,254
(4,302)
—
—
—

475,006
50,170
(122,609)
(58,986)

5,254
(3,968)
54,661
(509,658)
(201)

BALANCE AS OF DECEMBER 31,  2015

139,018

$1,390

$

—

$(432,775)

$3,428,732

$2,997,347

$ 116,152

$3,113,499

See Notes to Consolidated  Financial  Statements.

F-7

FLUOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL  STATEMENTS

1. Major Accounting Policies

Principles of Consolidation

The  financial  statements  include  the  accounts  of  Fluor  Corporation  and  its  subsidiaries  (‘‘the
company’’). The company frequently forms joint ventures or partnerships with unrelated third parties for
the execution of single contracts or projects. The company assesses its joint ventures and partnerships at
inception  to  determine  if  any  meet  the  qualifications  of  a  variable  interest  entity  (‘‘VIE’’)  in  accordance
with Accounting Standards Codification (‘‘ASC’’) 810, ‘‘Consolidation.’’ If a joint venture or partnership is
a  VIE  and  the  company  is  the  primary  beneficiary,  the  joint  venture  or  partnership  is  fully  consolidated
(see ‘‘15. Partnerships and Joint Ventures’’ below). For partnerships and joint ventures in the construction
industry, unless full consolidation is required, the company generally recognizes its proportionate share of
revenue, cost and profit in its Consolidated Statement of Earnings and uses the one-line equity method of
accounting in the Consolidated Balance Sheet, which is a common application of ASC 810-10-45-14 in the
construction  industry.  The  cost  and  equity  methods  of  accounting  are  also  used,  depending  on  the
company’s respective ownership interest and amount of influence on the entity, as well as other factors. At
times,  the  company  also  executes  projects  through  collaborative  arrangements  for  which  the  company
recognizes its relative share of revenue  and cost.

All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts
in 2014 and 2013 have been reclassified to conform to the 2015 presentation. Management has evaluated
all material events occurring subsequent to the date of the financial statements up to the filing date of this
annual report on Form 10-K.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted
in  the  United  States  requires  management  to  make  estimates  and  assumptions  that  affect  reported
amounts.  These  estimates  are  based  on  information  available  through  the  date  of  the  issuance  of  the
financial statements. Therefore, actual  results could differ from those estimates.

Cash and Cash Equivalents

Cash  and  cash  equivalents  include  securities  with  maturities  of  three  months  or  less  at  the  date  of
purchase.  Securities  with  maturities  beyond  three  months  are  classified  as  marketable  securities  within
current and noncurrent assets.

Marketable Securities

Marketable  securities  consist  of  time  deposits  placed  with  investment  grade  banks  with  original
maturities greater than three months, which by their nature are typically held to maturity, and are classified
as  such  because  the  company  has  the  intent  and  ability  to  hold  them  to  maturity.  Held-to-maturity
securities  are  carried  at  amortized  cost.  The  company  also  has  investments  in  debt  securities  which  are
classified  as  available-for-sale  because  the  investments  may  be  sold  prior  to  their  maturity  date.
Available-for-sale securities are carried at fair value. The cost of securities sold is determined by using the
specific  identification method. Marketable  securities are assessed for other-than-temporary  impairment.

Engineering and Construction Contracts

The 

company 

recognizes  engineering  and 

the
percentage-of-completion  method,  based  primarily  on  contract  cost  incurred  to  date  compared  to  total
estimated  contract  cost.  Cost  of  revenue  includes  an  allocation  of  depreciation  and  amortization.
Customer-furnished  materials,  labor  and  equipment  and,  in  certain  cases,  subcontractor  materials,  labor

revenue  using 

construction 

contract 

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

and equipment, are included in revenue and cost of revenue when management believes that the company
is  responsible  for  the  ultimate  acceptability  of  the  project.  Contracts  are  generally  segmented  between
types  of  services,  such  as  engineering  and  construction,  and  accordingly,  gross  margin  related  to  each
activity is recognized as those separate services are rendered. Changes to total estimated contract cost or
losses, if any, are recognized in the period in which they are determined. Pre-contract costs are expensed as
incurred.  Revenue  recognized  in  excess  of  amounts  billed  is  classified  as  a  current  asset  under  contract
work in progress. Advances that are payments on account of contract work in progress of $343 million and
$471 million as of December 31, 2015 and 2014, respectively, have been deducted from contract work in
progress.  Amounts  billed  to  clients  in  excess  of  revenue  recognized  to  date  are  classified  as  a  current
liability  under  advance  billings  on  contracts.  The  company  anticipates  that  substantially  all  incurred  cost
associated with contract work in progress as of December 31, 2015 will be billed and collected in 2016. The
company  recognizes  revenue,  but  not  profit,  for  certain  significant  claims  (including  change  orders  in
dispute  and  unapproved  change  orders  in  regard  to  both  scope  and  price)  when  it  is  determined  that
recovery  of  incurred  cost  is  probable  and  the  amounts  can  be  reliably  estimated.  Under  ASC  605-35-25,
these requirements are satisfied when the contract or other evidence provides a legal basis for the claim,
additional costs were caused by circumstances that were unforeseen at the contract date and not the result
of  deficiencies  in  the  company’s  performance,  claim-related  costs  are  identifiable  and  considered
reasonable in view of the work performed, and evidence supporting the claim is objective and verifiable.
Cost,  but  not  profit,  associated  with  unapproved  change  orders  is  accounted  for  in  revenue  when  it  is
probable  that  the  cost  will  be  recovered  through  a  change  in  the  contract  price.  In  circumstances  where
recovery is considered probable but the revenue cannot be reliably estimated, cost attributable to change
orders  is  deferred  pending  determination  of  the  impact  on  contract  price.  If  the  requirements  for
recognizing  revenue  for  claims  or  unapproved  change  orders  are  met,  revenue  is  recorded  only  to  the
extent  that  costs  associated  with  the  claims  or  unapproved  change  orders  have  been  incurred.  The
company generally provides limited warranties for work performed under its engineering and construction
contracts. The warranty periods typically extend for a limited duration following substantial completion of
the company’s work on a project. Historically, warranty claims have not resulted in material costs incurred,
and any estimated costs for warranties are included in the individual project cost estimates for purposes of
accounting for long-term contracts.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Leasehold improvements are amortized over the
shorter of their economic lives or the lease terms. Depreciation is calculated using the straight-line method
over the following ranges of estimated useful  service lives, in  years:

(cost in thousands)

Buildings
Building and leasehold improvements
Machinery and equipment
Furniture and fixtures

Goodwill and Intangible Assets

December 31,

2015

2014

$ 276,161
158,052
1,252,615
135,701

$ 281,852
172,789
1,305,623
142,961

Estimated
Useful
Service
Lives

20 – 40
6 – 20
2 – 10
2 – 10

Goodwill is not amortized but is subject to annual impairment tests. Interim testing for impairment is
performed  if  indicators  of  potential  impairment  exist.  For  purposes  of  impairment  testing,  goodwill  is
allocated to the applicable reporting units based on the current reporting structure. When testing goodwill
for  impairment  quantitatively,  the  company  first  compares  the  fair  value  of  each  reporting  unit  with  its

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

carrying  amount.  If  the  carrying  amount  of  a  reporting  unit  exceeds  its  fair  value,  a  second  step  is
performed to measure the amount of potential impairment. In the second step, the company compares the
implied fair value of reporting unit goodwill with the carrying amount of the reporting unit’s goodwill. If
the  carrying  amount  of  reporting  unit  goodwill  exceeds  the  implied  fair  value  of  that  goodwill,  an
impairment loss is recognized. During 2015, the company completed its annual goodwill impairment test in
the first quarter and quantitatively determined that none of the goodwill was impaired. Goodwill for each
of the company’s segments is shown in ‘‘16. Operations  by Business Segment  and Geographical  Area.’’

The  company  had  intangible  assets  with  a  carrying  value  of  $24  million  and  $23  million  as  of
December 31, 2015 and 2014, respectively. Intangible assets with indefinite lives are not amortized but are
subject  to  annual  impairment  tests.  Interim  testing  for  impairment  is  also  performed  if  indicators  of
potential  impairment  exist.  An  intangible  asset  with  an  indefinite  life  is  impaired  if  its  carrying  value
exceeds  its  fair  value.  As  of  December  31,  2015,  none  of  the  company’s  intangible  assets  with  indefinite
lives were impaired. Intangible assets with finite lives are amortized on a straight-line basis over the useful
lives of those assets, ranging from one year to ten years.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events
that have been recognized in the company’s financial statements or tax returns. The company evaluates the
realizability of its deferred tax assets and maintains a valuation allowance, if necessary, to reduce certain
deferred tax assets to amounts that are more likely than not to be realized. The factors used to assess the
likelihood  of  realization  are  the  company’s  forecast  of  future  taxable  income  and  available  tax  planning
strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted
taxable  income  in  the  applicable  taxing  jurisdictions  could  affect  the  ultimate  realization  of  deferred  tax
assets and could result in an increase in the company’s effective tax  rate on future  earnings.

Income  tax  positions  must  meet  a  more-likely-than-not  recognition  threshold  to  be  recognized.
Income  tax  positions  that  previously  failed  to  meet  the  more-likely-than-not  threshold  are  recognized  in
the  first  subsequent  financial  reporting  period  in  which  that  threshold  is  met.  Previously  recognized  tax
positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent
financial  reporting  period  in  which  that  threshold  is  no  longer  met.  The  company  recognizes  potential
interest  and  penalties  related  to  unrecognized  tax  benefits  within  its  global  operations  in  income  tax
expense.

Judgment  is  required  in  determining  the  consolidated  provision  for  income  taxes  as  the  company
considers  its  worldwide  taxable  earnings  and  the  impact  of  the  continuing  audit  process  conducted  by
various  tax  authorities.  The  final  outcome  of  these  audits  by  foreign  jurisdictions,  the  Internal  Revenue
Service  and  various  state  governments  could  differ  materially  from  that  which  is  reflected  in  the
Consolidated Financial Statements.

Derivatives and Hedging

The  company  limits  exposure  to  foreign  currency  fluctuations  in  most  of  its  engineering  and
construction contracts through provisions that require client payments in currencies corresponding to the
currencies  in  which  cost  is  incurred.  Certain  financial  exposure,  which  includes  currency  and  commodity
price risk associated with engineering and construction contracts, currency risk associated with monetary
assets  and  liabilities  denominated  in  nonfunctional  currencies  and  risk  associated  with  interest  rate
volatility,  may  subject  the  company  to  earnings  volatility.  In  cases  where  financial  exposure  is  identified,
the  company  generally  implements  a  hedging  strategy  utilizing  derivative  instruments  as  hedging
instruments to mitigate the risk. These hedging instruments are designated as either fair value or cash flow
hedges  in  accordance  with  ASC  815,  ‘‘Derivatives  and  Hedging.’’  The  company  formally  documents  its

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

hedge relationships at inception, including identification of the hedging instruments and the hedged items,
as  well  as  its  risk  management  objectives  and  strategies  for  undertaking  the  hedge  transaction.  The
company  also  formally  assesses,  both  at  inception  and  at  least  quarterly  thereafter,  whether  the  hedging
instruments are highly effective in offsetting changes in the fair value of the hedged items. The fair values
of  all  hedging  instruments  are  recognized  as  assets  or  liabilities  at  the  balance  sheet  date.  For  fair  value
hedges, the effective portion of the change in the fair value of the hedging instrument is offset against the
change  in  the  fair  value  of  the  underlying  asset  or  liability  through  earnings.  For  cash  flow  hedges,  the
effective  portion  of  the  hedging  instrument’s  gain  or  loss  due  to  changes  in  fair  value  is  recorded  as  a
component of accumulated other comprehensive income (loss) (‘‘AOCI’’) and is reclassified into earnings
when  the  hedged  item  settles.  Any  ineffective  portion  of  a  hedging  instrument’s  change  in  fair  value  is
immediately  recognized  in  earnings.  The  company  does  not  enter  into  derivative  instruments  for
speculative  purposes.  Under  ASC  815,  in  certain  limited  circumstances,  foreign  currency  payment
provisions  could  be  deemed  embedded  derivatives.  If  an  embedded  foreign  currency  derivative  is
identified,  the  derivative  is  bifurcated  from  the  host  contract  and  the  change  in  fair  value  is  recognized
through earnings.

The  company  maintains  master  netting  arrangements  with  certain  counterparties  to  facilitate  the
settlement of derivative instruments; however, the company reports the fair value of derivative instruments
on a gross basis.

Concentrations of Credit Risk

Accounts  receivable  and  all  contract  work  in  progress  are  from  clients  in  various  industries  and
locations  throughout  the  world.  Most  contracts  require  payments  as  the  projects  progress  or,  in  certain
cases, advance payments. The company generally does not require collateral, but in most cases can place
liens against the property, plant or equipment constructed or terminate the contract, if a material default
occurs. The company evaluates the counterparty credit risk of third parties as part of its project risk review
process  and  in  determining  the  appropriate  level  of  reserves.  The  company  maintains  adequate  reserves
for potential credit losses and generally such losses have been minimal and within management’s estimates.

Cash and marketable securities are deposited with major banks throughout the world. Such deposits
are placed with high quality institutions and the amounts invested in any single institution are limited to
the extent possible in order to minimize concentration of  counterparty credit risk.

The company’s counterparties for derivative contracts are large financial institutions selected based on
profitability,  strength  of  balance  sheet,  credit  ratings  and  capacity  for  timely  payment  of  financial
commitments.  There  are  no  significant  concentrations  of  credit  risk  with  any  individual  counterparty
related to our derivative contracts.

The  company  monitors  the  credit  quality  of  its  counterparties  and  has  not  incurred  any  significant

credit risk losses related to its deposits  or derivative contracts.

Stock-Based Plans

The  company  applies  the  provisions  of  ASC  718,  ‘‘Compensation  —  Stock  Compensation,’’  in  its
accounting  and  reporting  for  stock-based  compensation.  ASC  718  requires  all  stock-based  payments  to
employees, including grants of employee stock options, to be recognized in the income statement based on
their  fair  values.  All  unvested  options  outstanding  under  the  company’s  option  plans  have  grant  prices
equal to the market price of the company’s stock on the dates of grant. Compensation cost for restricted
stock and restricted stock units is determined based on the fair market value of the company’s stock at the
date of grant. Compensation cost for stock appreciation rights is determined based on the change in the
fair market value of the company’s stock during the period. Stock-based compensation expense is generally
recognized over the required service period, or over a shorter period when employee retirement eligibility

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

is  a  factor.  Certain  awards  that  may  be  settled  in  cash  or  company  stock  are  classified  as  liabilities  and
remeasured at fair value at the end of each reporting period until the  awards are settled.

Other Comprehensive Income (Loss)

ASC  220, 

‘‘Comprehensive  Income,’’  establishes  standards 

for  reporting  and  displaying
comprehensive income and its components in the consolidated financial statements. The company reports
the cumulative foreign currency translation adjustments, unrealized gains and losses on available-for-sale
securities  and  derivative  contracts,  ownership  share  of  equity  method  investees’  other  comprehensive
income  (loss),  and  adjustments  related  to  defined  benefit  pension  and  postretirement  plans,  as
components of accumulated other comprehensive income  (loss).

The tax effects of the components of other comprehensive  income (loss) are as follows:

2015

2014

2013

Year Ended December 31,

(in thousands)

Other comprehensive  income  (loss):

Foreign currency  translation

Tax
Before-Tax (Expense) Net-of-Tax Before-Tax (Expense) Net-of-Tax Before-Tax (Expense) Net-of-Tax
Benefit

Amount

Amount

Amount

Amount

Amount

Amount

Benefit

Benefit

Tax

Tax

adjustment

$(166,487) $ 61,892

$(104,595) $(197,361) $ 71,552

$(125,809) $(74,538)

$27,637

$(46,901)

Ownership share  of  equity
method investees’ other
comprehensive  income  (loss)

Defined benefit pension  and

(12,226)

4,713

(7,513)

5,892

(4,054)

1,838

13,117

(2,372)

10,745

postretirement  plan adjustments

257,414

(94,799)

162,615

(106,957)

40,109

(66,848)

(8,917)

3,344

(5,573)

Unrealized gain (loss)  on
derivative contracts

Unrealized loss on

available-for-sale  securities

Total other comprehensive  income

(loss)

Less: Other comprehensive loss
attributable to noncontrolling
interests

Other comprehensive  income  (loss)
attributable to Fluor  Corporation

(302)

(337)

176

126

(126)

(2,837)

(211)

(700)

773

263

(2,064)

2,171

(787)

1,384

(437)

(1,244)

466

(778)

78,062

(27,892)

50,170

(301,963)

108,643

(193,320)

(69,411)

28,288

(41,123)

(1,267)

—

(1,267)

(7,309)

—

(7,309)

(772)

—

(772)

$ 79,329

$(27,892) $ 51,437

$(294,654) $108,643

$(186,011) $(68,639)

$28,288

$(40,351)

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The changes in AOCI balances by component (after-tax) for the year ended December 31, 2015 are as

follows:

(in thousands)

Attributable to Fluor Corporation:
Balance as  of December 31, 2014

Other comprehensive loss before

reclassifications

Amount reclassified from AOCI

Net other comprehensive income

(loss)

Ownership
Share of
Equity Method
Investees’ Other
Comprehensive
Income (Loss)

Foreign
Currency
Translation

Defined
Benefit
Pension and
Postretirement
Plans

Unrealized
Gain (Loss)
on Derivative
Contracts

Unrealized
Gain  (Loss)
on Available- Comprehensive

Accumulated
Other

for-Sale
Securities

Income
(Loss), Net

$(119,416)

$(30,436)

$(325,145)

$(8,954)

$(261)

$(484,212)

(109,361)
6,208

(9,000)
1,487

(5,382)
167,997

(3,260)
2,959

(103,153)

(7,513)

162,615

(301)

(116)
(95)

(211)

$(472)

(127,119)
178,556

51,437

$(432,775)

Balance as  of December 31, 2015

$(222,569)

$(37,949)

$(162,530)

$(9,255)

Attributable to Noncontrolling

Interests:

Balance as of December 31, 2014

Other comprehensive loss before

reclassifications

Amount reclassified from AOCI

Net other comprehensive income

(loss)

$

1,328

$

(1,442)
—

(1,442)

Balance as of December 31, 2015

$

(114)

$

—

—
—

—

—

$

$

—

—
—

—

—

$ (685)

$ —

$

643

(101)
276

175

—

—

(1,543)
276

(1,267)

$ (510)

$ —

$

(624)

The changes in AOCI balances by component (after-tax) for the year ended December 31, 2014 are as

follows:

(in thousands)

Attributable to Fluor Corporation:
Balance as  of December 31, 2013

Other comprehensive loss before

reclassifications

Amount reclassified from AOCI

Net other comprehensive income

(loss)

Ownership
Share of
Equity Method
Investees’ Other
Comprehensive
Income (Loss)

Foreign
Currency
Translation

Defined
Benefit
Pension and
Postretirement
Plans

Unrealized
Gain (Loss)
on Derivative
Contracts

Unrealized
Gain  (Loss)
on Available- Comprehensive

Accumulated
Other

for-Sale
Securities

Income
(Loss), Net

$

(164)

$(32,274)

$(258,297)

$(7,642)

$ 176

$(298,201)

(119,252)
—

(7,958)
9,796

(74,924)
8,076

(119,252)

1,838

(66,848)

(2,151)
839

(1,312)

$(8,954)

(349)
(88)

(437)

$(261)

(204,634)
18,623

(186,011)

$(484,212)

Balance as  of December 31, 2014

$(119,416)

$(30,436)

$(325,145)

Attributable to Noncontrolling

Interests:

Balance as of December 31, 2013

Other comprehensive loss before

reclassifications

Amount reclassified from AOCI

Net other  comprehensive loss

$

7,885

(6,557)
—

(6,557)

Balance as of December 31, 2014

$

1,328

$

$

—

—
—

—

—

$

$

—

—
—

—

—

$

67

$ —

$

7,952

(795)
43

(752)

—

—

(7,352)
43

(7,309)

$ (685)

$ —

$

643

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The changes in AOCI balances by component (after-tax) for the year ended December 31, 2013 are as

follows:

Ownership
Share of
Equity Method
Investees’ Other
Comprehensive
Income (Loss)

Foreign
Currency
Translation

Defined
Benefit
Pension and
Postretirement
Plans

Unrealized
Gain (Loss)
on Derivative
Contracts

Unrealized
Gain  (Loss)
on Available- Comprehensive

Accumulated
Other

for-Sale
Securities

Income
(Loss), Net

$ 45,899

$(43,019)

$(252,724)

$(8,960)

$ 954

$(257,850)

(46,063)
—

10,745
—

(13,655)
8,082

(2,536)
3,854

(in thousands)

Attributable to Fluor Corporation:
Balance as of December 31, 2012

Other comprehensive income (loss)

before reclassifications

Amount reclassified from AOCI

Net other comprehensive income

(loss)

(46,063)

10,745

(5,573)

1,318

Balance as  of December 31, 2013

$

(164)

$(32,274)

$(258,297)

$(7,642)

Attributable to Noncontrolling

Interests:

Balance as of December 31, 2012

$ 8,723

Other comprehensive income (loss)

before reclassifications

Amount reclassified from AOCI

Net other comprehensive income

(loss)

(838)
—

(838)

Balance as of December 31, 2013

$ 7,885

$

$

—

—
—

—

—

$

$

—

—
—

—

—

$

$

1

62
4

66

67

(652)
(126)

(778)

$ 176

(52,161)
11,810

(40,351)

$(298,201)

$ —

$

8,724

—

—

(776)
4

(772)

$ —

$

7,952

During  2015,  2014  and  2013,  functional  currency  exchange  rates  for  most  of  the  company’s

international operations weakened against  the  U.S. dollar,  resulting in  unrealized translation losses.

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The  significant  items  reclassified  out  of  AOCI  and  the  corresponding  location  and  impact  on  the

Consolidated Statement of Earnings are as follows:

Location in Consolidated
Statements of Earnings

Year Ended December 31,

2015

2014

2013

(in thousands)

Component of AOCI:

Foreign currency translation adjustment

Income  tax benefit

Net of tax

Ownership share  of equity method investees’ other

comprehensive  loss

Income  tax benefit

Net of tax

Gain related to a partial
sale of a subsidiary
Income tax expense

Total cost of revenue
Income tax expense

Defined  benefit pension  plan adjustments
Income  tax benefit

Various accounts(1)
Income tax expense

$ (9,932)
3,724

$ (6,208)

$

$

— $
—

— $

$ (1,487)
—

$(15,662)
5,866

$ (1,487)

$ (9,796)

$

$

—
—

—

—
—

—

$(268,795)
100,798

$(12,922)
4,846

$(12,931)
4,849

$(167,997)

$ (8,076)

$ (8,082)

Net of tax

Unrealized gain (loss) on derivative  contracts:
Commodity and foreign currency contracts
Interest  rate contracts
Income  tax benefit (net)

Net of tax:

Less: Noncontrolling  interests

Net of tax and noncontrolling interests

Unrealized gain on  available-for-sale  securities

Income tax expense

Net of tax

Total cost of revenue
Interest expense
Income tax expense

Net earnings attributable to
noncontrolling interests

$ (3,490)
(1,678)
1,933

$

255
(1,678)
541

$ (4,502)
(1,678)
2,322

(3,235)

(882)

(3,858)

(276)

(43)

(4)

$ (2,959)

$

(839)

$ (3,854)

Corporate general and
administrative expense
Income tax expense

$

$

152
(57)

95

$

$

140
(52)

88

$

$

202
(76)

126

(1) Defined  benefit  pension  plan  adjustments  were  reclassified  primarily  to  total  cost  of  revenue,  corporate  general  and

administrative expense and pension  settlement charge.

Recent Accounting Pronouncements

New  accounting  pronouncements 

implemented  by  the  company  during  2015  or  requiring

implementation in future periods are discussed  below  or in the related notes, where  appropriate.

In the second quarter of 2015, the company adopted Accounting Standards Update (‘‘ASU’’) 2015-08,
‘‘Pushdown Accounting: Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115,’’
which  provides  an  acquired  entity  with  an  option  to  apply  pushdown  accounting  in  its  separate  financial
statements  upon  acquisition.  The  adoption  of  ASU  2015-08  did  not  have  an  impact  on  the  company’s
financial position, results of operations  or  cash flows.

In  the  first  quarter  of  2015,  the  company  adopted  ASU  2014-11,  ‘‘Repurchase-to-Maturity
Transactions, Repurchase Financings, and Disclosures,’’ which makes limited amendments to the guidance
in  ASC  860,  ‘‘Transfers  and  Servicing,’’  on  accounting  for  certain  repurchase  agreements  (‘‘repos’’).  The
ASU (1) requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

than  as  sales  with  forward  repurchase  agreements);  (2)  eliminates  accounting  guidance  on  linked
repurchase financing transactions; and (3) expands disclosure requirements related to certain transfers of
financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending
transactions and repurchase-to-maturity transactions) accounted for as secured borrowings. The adoption
of ASU 2014-11 did not have a material impact on the company’s financial position, results of operations
or cash flows.

In the first quarter of 2015, the company adopted ASU 2014-08, ‘‘Reporting Discontinued Operations
and Disclosures of Disposals of Components of an Entity,’’ which amends the definition of a discontinued
operation  and  requires  entities  to  provide  additional  disclosures  about  disposal  transactions  that  do  not
meet  the  discontinued  operations  criteria.  This  ASU  requires  discontinued  operations  treatment  for
disposals of a component or group of components of an entity that represent a strategic shift that has or
will have a major impact on an entity’s operations or financial results. ASU 2014-08 also expands the scope
of  ASC  205-20,  ‘‘Discontinued  Operations,’’  to  disposals  of  equity  method  investments  and  acquired
businesses  held  for  sale.  ASU  2014-08  applies  to  disposals  that  occur  after  December  31,  2014.  For
transactions  that  have  been  classified  as  discontinued  operations  for  periods  prior  to  the  adoption  of
ASU 2014-08, the company will continue to present the operating results as discontinued operations in the
Consolidated Statements of Earnings. The adoption of ASU 2014-08 did not have a material impact on the
company’s financial position, results of  operations or cash  flows.

In the first quarter of 2015, the company adopted ASU 2014-05, ‘‘Service Concession Arrangements.’’
This  ASU  clarifies  that,  unless  certain  circumstances  are  met,  operating  entities  should  not  account  for
certain concession arrangements with public-sector entities as leases and should not recognize the related
infrastructure  as  property,  plant  and  equipment.  The  adoption  of  ASU  2014-05  did  not  have  a  material
impact on the company’s financial position, results of  operations or cash  flows.

In  January  2016,  the  Financial  Accounting  Standards  Board  (‘‘FASB’’)  issued  ASU  2016-01,
‘‘Financial  Instruments  —  Overall  —  Recognition  and  Measurement  of  Financial  Assets  and  Financial
Liabilities.’’ This ASU requires entities to measure equity investments that do not result in consolidation
and are not accounted for under the equity method at fair value and recognize any changes in fair value in
net  income  unless  the  investments  qualify  for  a  practicability  exception.  ASU  2016-01  is  effective  for
interim and annual reporting periods beginning after December 15, 2017. Management does not expect the
adoption  of  ASU  2016-01  to  have  a  material  impact  on  the  company’s  financial  position,  results  of
operations or cash flows.

In November 2015, the FASB issued ASU 2015-17, ‘‘Balance Sheet Classification of Deferred Taxes.’’
This  ASU  requires  entities  to  classify  all  deferred  tax  assets  and  liabilities  as  noncurrent  on  the  balance
sheet  instead  of  separating  deferred  taxes  into  current  and  noncurrent.  ASU  2015-17  is  effective  for
interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted as of
the beginning of an interim or annual reporting period. The company plans to adopt ASU 2015-17 during
the  first  quarter  of  2016.  Management  does  not  expect  the  adoption  of  ASU  2015-17  to  have  a  material
impact on the company’s financial position, results of  operations or cash  flows.

In  September  2015,  the  FASB  issued  ASU  2015-16,  ‘‘Simplifying  the  Accounting  for  Measurement-
Period Adjustments.’’ This ASU requires an acquirer in a business combination to recognize adjustments
to provisional amounts that are identified during the measurement period in the reporting period in which
the adjustment amounts are determined. ASU 2015-16 is effective for interim and annual reporting periods
beginning  after  December  15,  2015,  and  should  be  applied  prospectively  to  adjustments  to  provisional
amounts that occur after the effective date. Management does not expect the adoption of ASU 2015-16 to
have a material impact on the company’s  financial position,  results of operations or cash flows.

In August 2015, the FASB issued ASU 2015-15, ‘‘Presentation and Subsequent Measurement of Debt
Issuance  Costs  Associated  with  Line-of-Credit  Arrangements  —  Amendments  to  SEC  Paragraphs

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Pursuant  to  Staff  Announcement  at  June  18,  2015  EITF  Meeting  (SEC  Update),’’  which  clarifies  the
presentation  and  measurement  of  debt  issuance  costs  incurred  in  connection  with  line  of  credit
arrangements. The SEC staff has indicated that they would not object to an entity deferring and presenting
debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over
the  term  of  the  line  of  credit  arrangement.  ASU  2015-15  is  effective  upon  adoption  of  ASU  2015-03.
Management does not expect the adoption of ASU 2015-15 to have a material impact on the company’s
financial position, results of operations  or  cash flows.

In August 2015, the FASB issued ASU 2015-14, ‘‘Revenue from Contracts with Customers — Deferral
of  the  Effective  Date’’  which  deferred  the  effective  date  of  ASU  2014-09  by  one  year.  ASU  2014-09,
‘‘Revenue  from  Contracts  with  Customers,’’  outlines  a  single  comprehensive  model  for  entities  to  use  in
accounting  for  revenue  arising  from  contracts  with  customers  and  supersedes  most  current  revenue
recognition  guidance,  including  industry-specific  guidance.  ASU  2014-09  outlines  a  five-step  process  for
revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and also
requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash
flows from contracts with customers. Major provisions include determining which goods and services are
distinct  and  require  separate  accounting,  how  variable  consideration  (which  may  include  change  orders
and  claims)  is  recognized,  whether  revenue  should  be  recognized  at  a  point  in  time  or  over  time  and
ensuring the time value of money is considered in the transaction price. The company will now be required
to adopt ASU 2014-09 for interim and annual reporting periods beginning after December 15, 2017. Early
adoption  is  permitted  as  of  interim  and  annual  reporting  periods  beginning  after  December  15,  2016.
ASU 2014-09 can be applied either retrospectively to each prior period presented or as a cumulative-effect
adjustment  as  of  the  date  of  adoption.  Management  is  currently  evaluating  the  impact  of  adopting
ASU 2014-09 on the company’s financial position, results  of operations  and  cash flows.

In  April  2015,  the  FASB  issued  ASU  2015-05,  ‘‘Customer’s  Accounting  for  Fees  Paid  in  a  Cloud
Computing Arrangement.’’ This ASU clarifies the circumstances under which a cloud computing customer
would  account  for  the  arrangement  as  a  license  of  internal-use  software.  ASU  2015-05  is  effective  for
interim and annual reporting periods beginning after December 15, 2015. Management does not expect the
adoption  of  ASU  2015-05  to  have  a  material  impact  on  the  company’s  financial  position,  results  of
operations or cash flows.

In April 2015, the FASB issued ASU 2015-03, ‘‘Simplifying the Presentation of Debt Issuance Costs.’’
This  ASU  changes  the  presentation  of  debt  issuance  costs  on  the  balance  sheet  by  requiring  entities  to
present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03
is  effective  for  interim  and  annual  reporting  periods  beginning  after  December  15,  2015.  Management
does  not  expect  the  adoption  of  ASU  2015-03  to  have  a  material  impact  on  the  company’s  financial
position, results of operations or cash flows.

In February 2015, the FASB issued ASU 2015-02, ‘‘Amendments to the Consolidation Analysis.’’ This
ASU  amends  the  consolidation  guidance  for  VIEs  and  general  partners’  investments  in  limited
partnerships  and  modifies  the  evaluation  of  whether  limited  partnerships  and  similar  legal  entities  are
VIEs  or  voting  interest  entities.  ASU  2015-02  is  effective  for  interim  and  annual  reporting  periods
beginning after December 15, 2015. Management does not expect the adoption of ASU 2015-02 to have a
material impact on the company’s financial position, results of operations or cash flows.

In  January  2015,  the  FASB  issued  ASU  2015-01,  ‘‘Simplifying  Income  Statement  Presentation  by
Eliminating the Concept of Extraordinary Items.’’ Under this ASU, an entity will no longer be allowed to
separately disclose extraordinary items, net of tax, in the income statement after income from continuing
operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective
for  interim  and  annual  reporting  periods  beginning  after  December  15,  2015  with  early  adoption
permitted. Upon adoption, the company may elect prospective or retrospective application. Management

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

does  not  expect  the  adoption  of  ASU  2015-01  to  have  a  material  impact  on  the  company’s  financial
position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, ‘‘Disclosure of Uncertainties about an Entity’s Ability
to  Continue  as  a  Going  Concern.’’  This  ASU  requires  management  to  perform  interim  and  annual
assessments of an entity’s ability to continue as a going concern within one year of the date the financial
statements  are  issued  and  to  provide  certain  disclosures  if  conditions  or  events  raise  substantial  doubt
about  the  entity’s  ability  to  continue  as  a  going  concern.  ASU  2014-15  is  effective  for  annual  reporting
periods  ending  after  December  15,  2016  and  subsequent  interim  reporting  periods.  The  adoption  of
ASU 2014-15 will not have any impact on the company’s financial position, results of operations or cash
flows.

In June 2014, the FASB issued ASU 2014-12, ‘‘Accounting for Share-Based Payments When the Terms
of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period.’’
This  ASU  requires  that  a  performance  target  that  affects  vesting,  and  that  could  be  achieved  after  the
requisite service period, be treated as a performance condition. ASU 2014-12 is effective for interim and
annual reporting periods beginning after December 15, 2015. Management does not expect the adoption of
ASU 2014-12 to have a material impact on the company’s financial position, results of operations or cash
flows.

2. Discontinued Operations

During 2014, the company recorded an after-tax loss from discontinued operations of $205 million in
connection  with  the  reassessment  of  estimated  loss  contingencies  related  to  the  lead  business  of  St.  Joe
Minerals Corporation and The Doe Run Company in Herculaneum, Missouri, which the company sold in
1994.  The  tax  effect  associated  with  this  loss  was  $112  million.  During  2015,  the  company  recorded  an
after-tax  loss  from  discontinued  operations  of  $6  million  resulting  from  the  settlement  of  lead  exposure
cases  related  to  the  divested  lead  business  and  the  payment  of  legal  fees  incurred  in  connection  with  a
pending indemnification action against the buyer of the lead business for these settlements and others. The
tax effect associated with this loss was $3  million.

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

3. Consolidated Statement of Cash Flows

The changes in operating assets and liabilities as shown in the Consolidated Statement of Cash Flows

are comprised of:

(in thousands)

(Increase) decrease in:

Accounts and notes receivable, net
Contract work in progress
Other current assets
Other assets

Increase (decrease) in:

Trade accounts payable
Advance billings on contracts
Accrued liabilities
Other liabilities

Increase (decrease) in cash due to changes  in operating assets

and liabilities

Cash paid during the year for:

Interest
Income taxes (net of refunds)

4.

Income Taxes

Year Ended December 31,

2015

2014

2013

$190,141
80,742
(13,191)
(62,396)

$(336,109) $ (98,744)
101,158
102,417
(26,204)

50,570
28,482
44,580

(57,317)
243,996
(38,529)
(39,550)

(153,515)
(63,594)
31,697
(10,972)

(274,418)
(29,043)
(83,613)
46,851

$303,896

$(408,861) $(261,596)

$ 40,585
249,921

$ 23,509
228,471

$ 22,585
268,889

The  income  tax  expense  (benefit)  included  in  the  Consolidated  Statement  of  Earnings  from

continuing operations is as follows:

(in thousands)

Current:

Federal
Foreign
State and local

Total current

Deferred:
Federal
Foreign
State and  local

Total deferred

Total income tax expense

Year Ended December 31,

2015

2014

2013

$ 22,465
203,125
15,623

$126,490
151,240
13,001

$200,608
168,894
14,779

241,213

290,731

384,281

8,867
(5,630)
1,438

74,037
(10,353)
(1,600)

(29,873)
2,054
(1,889)

4,675

62,084

(29,708)

$245,888

$352,815

$354,573

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

A reconciliation of U.S. statutory federal  income  tax expense  to  income  tax  expense is as follows:

(in thousands)

U.S. statutory federal tax expense

Increase (decrease) in taxes resulting  from:

State and local income taxes
Other permanent  items, net
Noncontrolling interests
Foreign losses, net
Valuation allowance, net
Statute expirations and tax authority settlements
Other changes to unrecognized tax positions
Other, net

Total income tax expense

Year Ended December 31,

2015

2014

2013

$254,293

$421,718

$412,159

11,518
(5,828)
(21,873)
55,796
(41,545)
(7,827)
491
863

7,670
(9,378)
(47,822)
27,660
(36,523)
(19,331)
5,574
3,247

7,802
(17,517)
(54,359)
(18,568)
15,305
—
9,261
490

$245,888

$352,815

$354,573

Deferred  taxes  reflect  the  tax  effects  of  differences  between  the  amounts  recorded  as  assets  and
liabilities  for  financial  reporting  purposes  and  the  amounts  recorded  for  income  tax  purposes.  The  tax
effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows:

(in thousands)

Deferred tax assets:

Accrued liabilities not currently deductible:
Employee compensation and benefits
Employee time-off accrual
Project and non-project reserves
Accrual for discontinued operations
Workers’ compensation insurance accruals

Revenue recognition
Net operating loss carryforward
Other comprehensive loss
Other

Total deferred tax assets
Valuation allowance for deferred tax  assets

Deferred tax assets, net

Deferred tax liabilities:

Book basis of property, equipment and other capital  costs in  excess  of tax

basis

Residual U.S. tax on unremitted non-U.S.  earnings
Revenue recognition
Other

Total deferred tax liabilities

Deferred tax assets, net of deferred tax liabilities

F-20

December 31,

2015

2014

$ 124,300
92,507
22,270
2,389
12,083
—
184,475
258,618
54,896

$ 53,672
92,901
27,520
110,714
13,122
36,890
236,138
288,494
47,977

751,538
(167,360)

907,428
(208,905)

$ 584,178

$ 698,523

(45,611)
(95,823)
(17,518)
(30,394)

(53,750)
(85,669)
—
(17,877)

(189,346)

(157,296)

$ 394,832

$ 541,227

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The  company  had  non-U.S.  net  operating  loss  carryforwards,  related  to  various  jurisdictions,  of
approximately  $890  million  as  of  December  31,  2015.  Of  the  total  losses,  $840  million  can  be  carried
forward indefinitely and $50 million will begin to expire in various jurisdictions starting in 2016.

The company maintains a valuation allowance to reduce certain deferred tax assets to amounts that
are more likely than not to be realized. The valuation allowance for 2015 and 2014 is primarily due to the
deferred  tax  assets  established  for  certain  net  operating  loss  carryforwards  and  certain  reserves  on
investments. The net decrease in the valuation allowance during 2015 was primarily due to realization of
deferred tax assets as a result of utilization of net operating  losses carryforwards  in the current  year.

The  company  conducts  business  globally  and,  as  a  result,  the  company  or  one  or  more  of  its
subsidiaries  files  income  tax  returns  in  the  U.S.  federal  jurisdiction  and  various  state  and  foreign
jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities
throughout  the  world,  including  such  major  jurisdictions  as  Australia,  Canada,  the  Netherlands,  South
Africa, the United Kingdom and the United States. Although the company believes its reserves for its tax
positions are reasonable, the final outcome of tax audits could be materially different, both favorably and
unfavorably.  With  a  few  exceptions,  the  company  is  no  longer  subject  to  U.S.  federal,  state  and  local,  or
non-U.S.  income tax examinations for years before 2012.

During  2015,  the  company  reached  a  settlement  on  certain  issues  with  the  U.S.  Internal  Revenue
Service (‘‘IRS’’) for tax years 2004 - 2005 and concluded an audit with the IRS for tax years 2009 - 2011,
which  resulted  in  a  net  reduction  in  tax  expense  of  $8  million.  During  2014,  the  company  concluded  an
audit with the IRS for tax years 2006 - 2008. This resulted in a net reduction in tax expense of $19 million.

The unrecognized tax benefits as of December 31, 2015 and 2014 were $42 million and $34 million, of
which $21 million and $25 million, if recognized, would have favorably impacted the effective tax rates at
the  end  of  2015  and  2014,  respectively.  The  company  does  not  anticipate  any  significant  changes  to  the
unrecognized tax benefits within the  next  twelve  months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits including interest

and penalties is as follows:

(in thousands)

Balance at beginning of year

Change in tax positions of prior years
Change in tax positions of current year
Reduction in tax positions for statute  expirations
Reduction in tax positions for audit settlements

Balance at end of  year

2015

2014

$ 33,972
18,860
—
(539)
(10,090)

$ 54,054
6,727
3,600
(2,275)
(28,134)

$ 42,203

$ 33,972

The company recognizes accrued interest and penalties related to unrecognized tax benefits in income
tax expense. The company had $8 million of accrued interest and penalties as of each December 31, 2015
and 2014.

U.S. and foreign earnings from continuing  operations  before taxes  are  as follows:

(in thousands)

United States
Foreign

Total

Year Ended December 31,

2015

2014

2013

$ 12,520
714,032

$ 332,497
872,412

$ 303,070
874,529

$726,552

$1,204,909

$1,177,599

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Earnings from continuing operations before taxes in the United States decreased in 2015 compared to
2014  primarily  due  to  a  pre-tax  pension  settlement  charge  of  $240  million  (discussed  in  Note  5  below).
Earnings from continuing operations before taxes in foreign jurisdictions decreased in 2015 compared to
2014  primarily  due  to  lower  contributions  from  the  mining  and  metals  business  line  of  the  Industrial  &
Infrastructure segment. Earnings from continuing operations before taxes in the United States increased in
2014 compared to 2013 primarily due to higher contributions from the Oil & Gas segment. Earnings from
continuing operations before taxes in foreign jurisdictions decreased modestly in 2014 compared to 2013
primarily  due  to  lower  contributions  from  the  mining  and  metals  business  line  of  the  Industrial  &
Infrastructure segment.

5. Retirement Benefits

The  company  sponsors  contributory  and  non-contributory  defined  contribution  retirement  and
defined  benefit  pension  plans  for  eligible  employees  worldwide.  Domestic  and  international  defined
contribution  retirement  plans  are  available  to  eligible  salaried  and  craft  employees.  Contributions  to
defined contribution retirement plans are based on a percentage of the employee’s eligible compensation.
The  company  recognized  expense  of  $146  million,  $150  million  and  $151  million  associated  with
contributions to its defined contribution retirement plans during 2015, 2014 and 2013, respectively. Certain
defined benefit pension plans are available to eligible international salaried employees. A defined benefit
pension  plan  was  previously  available  to  U.S.  salaried  and  craft  employees;  however,  the  U.S.  defined
benefit  pension  plan  (the  ‘‘U.S.  plan’’)  was  terminated  on  December  31,  2014  (see  further  discussion
below).  Contributions  to  defined  benefit  pension  plans  are  at  least  the  minimum  amounts  required  by
applicable  regulations.  Benefit  payments  under  these  plans  are  generally  based  upon  length  of  service
and/or a percentage of qualifying compensation.

The  company’s  Board  of  Directors  previously  approved  amendments  to  freeze  the  accrual  of  future
service-related  benefits  for  salaried  participants  of  the  U.S.  plan  as  of  December  31,  2011  and  craft
participants of the U.S. plan as of December 31, 2013. During the fourth quarter of 2014, the company’s
Board of Directors approved an amendment to terminate the U.S. plan effective December  31, 2014. In
December  2015,  the  company  settled  the  remaining  obligations  associated  with  the  U.S.  plan.  Plan
participants  received  vested  benefits  from  the  plan  assets  by  electing  either  a  lump-sum  distribution,
roll-over contribution to other defined contribution or individual retirement plans, or an annuity contract
with  a  third-party  provider.  As  a  result  of  the  settlement,  the  company  was  relieved  of  any  further
obligation.  During  2015,  the  company  recorded  a  pension  settlement  charge  of  $251  million,  of  which
$11  million  was  reimbursable  and  included  in  ‘‘Total  cost  of  revenue’’  and  $240  million  was  recorded  as
‘‘Pension settlement charge’’ in the Consolidated Statement of Earnings. The settlement charge consisted
primarily of unrecognized actuarial losses included in AOCI. The settlement of the plan obligations did not
have a material impact on the company’s  cash position.

The  company’s  defined  benefit  pension  plan  in  the  Netherlands  was  closed  to  new  participants  on
December  31,  2013.  This  change  did  not  have  a  material  impact  on  the  pension  obligation  or  the
accumulated  other  comprehensive  income  balance  of  the  plan.  The  company  previously  approved  an
amendment  to  freeze  the  accrual  of  future  service-related  benefits  for  eligible  participants  of  the  U.K.
pension plan as of April 1, 2011.

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Net  periodic  pension  expense  for  the  U.S.  and  non-U.S.  defined  benefit  pension  plans  included  the

following components:

U.S. Pension Plan

Year Ended December 31,

Non-U.S. Pension Plans

Year Ended December 31,

(in thousands)

2015

2014

2013

2015

2014

2013

Service cost
Interest cost
Expected return  on assets
Amortization of prior service cost/

(credits)

Recognized net actuarial loss
Loss on settlement/(gain on

curtailment)

$ 6,800
16,116
(19,711)

$ 3,800
31,675
(30,105)

$ 6,453
29,100
(30,975)

$ 20,517
26,511
(49,066)

$ 16,217
34,536
(48,077)

$ 15,390
32,176
(46,420)

867
9,714

750
4,435

103
6,039

(814)
7,681

—
7,738

—
6,788

250,946

—

(309)

390

—

—

Net periodic pension expense

$264,732

$ 10,555

$ 10,411

$ 5,219

$ 10,414

$ 7,934

The ranges of assumptions indicated below cover defined benefit pension plans in the United States,
the  Netherlands,  the  United  Kingdom,  Australia  and  the  Philippines  and  are  based  on  the  economic
environment in each host country at the end of each respective annual reporting period. The discount rate
for  the  U.S.  plan  was  determined  based  on  assumptions  which  reflected  the  intended  settlement  of  the
plan  in  2015.  Benefits  that  were  assumed  to  be  settled  as  lump-sum  payments  to  plan  participants  were
estimated  using  interest  rates  prescribed  by  law.  Benefits  that  were  assumed  to  be  settled  through  an
annuity purchase were estimated using a blend of U.S. Treasury and high-quality corporate bond discount
rates. The discount rates for the non-U.S. defined benefit pension plans were determined primarily based
on a hypothetical yield curve developed from the yields on high quality corporate and government bonds
with durations consistent with the pension obligations in those countries. The expected long-term rate of
return on asset assumptions utilizing historical returns, correlations and investment manager forecasts are
established  for  each  major  asset  category  including  public  U.S.  and  international  equities,  U.S.  private
equities and debt securities.

For determining projected benefit

obligation at year-end:
Discount rates
Rates of increase in compensation

U.S. Pension Plan

December 31,

Non-U.S. Pension Plans

December 31,

2015

2014

2013

2015

2014

2013

N/A 1.95% 4.95% 2.35-5.50% 2.20-5.00% 3.55-5.50%

levels

N/A

N/A

N/A 2.25-7.00% 2.25-8.00% 2.25-9.00%

For determining net periodic cost for

the year:
Discount rates
Rates of increase in compensation

1.95% 4.95% 4.05% 2.20-5.00% 3.55-5.00% 3.60-6.00%

levels

N/A

N/A

N/A 2.25-8.00% 2.25-9.00% 2.25-9.00%

Expected long-term rates of return

on assets

2.95% 4.55% 4.25% 4.90-7.00% 4.75-7.00% 5.00-7.00%

The company evaluates the funded status of each of its retirement plans using the above assumptions
and  determines  the  appropriate  funding  level  considering  applicable  regulatory  requirements,  tax
deductibility,  reporting  considerations  and  other  factors.  The  funding  status  of  the  plans  is  sensitive  to

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

changes  in  long-term  interest  rates  and  returns  on  plan  assets,  and  funding  obligations  could  increase
substantially if interest rates fall dramatically or returns on plan assets are below expectations. Assuming
no changes in current assumptions, the company expects to contribute up to $15 million to international
plans  in  2016,  which  is  expected  to  be  in  excess  of  the  minimum  funding  required.  If  the  discount  rates
were  reduced  by  25  basis  points,  plan  liabilities  for  the  non-U.S.  plans  would  increase  by  approximately
$48 million.

The  following  table  sets  forth  the  target  allocations  and  the  weighted  average  actual  allocations  of

plan  assets:

Asset category:
Debt securities
Equity securities
Other

Total

U.S. Plan
Assets
December 31,

Non-U.S. Plan
Assets
December 31,

Target Allocation

2015

2014

Target Allocation

2015

2014

95% - 100%
0% - 5%
0% - 5%

N/A
N/A
N/A

N/A

93%
2%
5%

100%

65% -  75%
20%  - 30%
0%  - 10%

70%
27%
3%

71%
25%
4%

100% 100%

The  company’s  investment  strategy  is  to  maintain  asset  allocations  that  appropriately  address  risk
within  the  context  of  seeking  adequate  returns.  Investment  allocations  are  determined  by  each  plan’s
investment  committee  and/or  trustees.  In  the  case  of  certain  non-U.S.  plans,  asset  allocations  may  be
affected  by  local  regulations.  Long-term  allocation  guidelines  are  set  and  expressed  in  terms  of  a  target
range  allocation  for  each  asset  class  to  provide  portfolio  management  flexibility.  Short-term  deviations
from  these  allocations  may  exist  from  time  to  time  for  tactical  investment  or  strategic  implementation
purposes.

Investments  in  debt  securities  are  used  to  provide  stable  investment  returns  while  protecting  the
funding  status  of  the  plans.  Investments  in  equity  securities  are  utilized  to  generate  long-term  capital
appreciation to mitigate the effects of increases in benefit obligations resulting from inflation, longer life
expectancy and salary growth. While most of the company’s plans are not prohibited from investing in the
company’s common stock or debt securities,  there are no such direct investments at the present time.

Plan  assets  included  investments  in  common  or  collective  trusts,  which  offer  efficient  access  to
diversified investments across various asset categories. The estimated fair value of the investments in the
common  or  collective  trusts  represents  the  net  asset  value  of  the  shares  or  units  of  such  funds  as
determined by the issuer. A redemption notice period of no more than 30 days is required for the plans to
redeem  certain  investments  in  common  or  collective  trusts.  At  the  present  time,  there  are  no  other
restrictions on how the plans may redeem  their  investments.

Debt  securities  are  comprised  of  corporate  bonds,  government  securities  and  common  or  collective
trusts,  with  underlying  investments  in  corporate  bonds,  government  and  asset  backed  securities  and
interest rate swaps. Corporate bonds primarily consist of investment-grade rated bonds and notes, of which
no  significant  concentration  exists  in  any  one  rating  category  or  industry.  Government  securities  include
international  government  bonds,  some  of  which  are  inflation-indexed.  Corporate  bonds  and  government
securities  are  valued  based  on  pricing  models,  which  are  determined  from  a  compilation  of  primarily
observable market information, broker quotes in non-active markets or similar assets. As of December 31,
2014,  debt  securities  held  by  the  U.S.  plan  consisted  entirely  of  common  or  collective  trusts,  with
underlying investments in corporate bonds and government securities.

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Equity  securities  are  diversified  across  various  industries  and  are  comprised  of  common  stocks  of
international companies as well as common or collective trusts with underlying investments in common and
preferred stocks. Publicly traded corporate equity securities are valued based on the last trade or official
close of an active market or exchange on the last business day of the plan’s year. Securities not traded on
the  last  business  day  are  valued  at  the  last  reported  bid  price.  As  of  both  December  31,  2015  and  2014,
direct investments in equity securities, excluding common or collective trusts, were concentrated primarily
in international securities held by the company’s  non-U.S.  pension plans.

The U.S. plan held investments in limited partnerships as of December 31, 2014. Limited partnerships
were  valued  at  the  plan’s  proportionate  share  of  the  estimated  fair  value  of  the  underlying  net  assets  as
determined  by  the  general  partners.  The  limited  partnerships  were  classified  as  Level  3  investments,  as
defined below. In anticipation of the plan settlement, the company purchased $10 million in investments in
limited  partnerships  from  the  U.S.  plan  during  the  third  quarter  of  2015,  as  allowed  under  a  prohibited
transaction exemption with the U.S. Department of Labor. The purchase price approximated the fair value
of  the  investments  as  of  September  30,  2015.  The  company’s  investments  in  the  limited  partnerships  are
accounted for as cost method investments.

Other is primarily comprised of common or collective trusts, short-term investment funds and foreign
currency  contracts.  Common  or  collective  trusts  hold  underlying  investments  in  commodities,  foreign
currency contracts and real estate (2014 only). Common or collective trusts with underlying investments in
real  estate  were  classified  as  Level  3  investments  as  of  December  31,  2014  and  subsequently  sold  during
2015. The estimated fair value of foreign  currency contracts is  determined from broker quotes.

The  fair  value  hierarchy  established  by  ASC  820,  ‘‘Fair  Value  Measurement,’’  prioritizes  the  use  of

inputs used in valuation techniques into the following three levels:

(cid:129) Level 1  — quoted prices in active markets  for identical assets and  liabilities
(cid:129) Level 2  — inputs other than quoted prices in active markets  for identical assets  and liabilities that

are observable, either directly or indirectly

(cid:129) Level 3  — unobservable inputs

The  company  measures  and  reports  assets  and  liabilities  at  fair  value  utilizing  pricing  information
received  from  third  parties.  The  company  performs  procedures  to  verify  the  reasonableness  of  pricing
information received for significant assets  and liabilities classified  as Level 2.

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The following table presents, for each of the fair value hierarchy levels required under ASC 820-10,
the plan assets and liabilities of the company’s U.S. and non-U.S. defined benefit pension plans that are
measured at fair value on a recurring  basis as of December 31,  2015 and 2014:

U.S. Pension Plan

(in thousands)

Assets:

Equity securities:
Common stock
Limited Partnerships

Debt securities:

Common or collective trusts

Other:

Common or collective trusts — money  market funds

Plan assets measured at fair value, net
Plan assets not measured at fair value, net

Total plan assets, net

Non-U.S. Pension Plans

December 31, 2015

Fair Value Hierarchy

December 31, 2014

Fair Value Hierarchy

Total

Level 1

Level 2

Level 3

Total

Level 1 Level 2 Level 3

$

$

$

— $
—

— $
—

— $
—

— $
— 12,393

19 $

19 $
—

— $ —
— 12,393

—

—

— $
—

—

—

—

—

—

— 698,193

— 698,193

— 40,640

— 40,640

—

—

— $

— $

— $751,245 $

19 $738,833 $12,393

23

$751,268

(in thousands)

Assets:

Equity securities:
Common stock
Common or collective trusts

Debt securities:

Common or collective trusts
Corporate bonds
Government securities

Other:

December 31, 2015

Fair Value Hierarchy

December 31, 2014

Fair Value Hierarchy

Total

Level 1

Level 2

Level 3

Total

Level  1

Level 2

Level  3

$
242,028

2,150 $2,150 $

— $ — $

54,890 $54,890 $

— 242,028

— 200,701

— 200,701

— $ —
—

318,103
147,559
169,433

— 318,103
— 147,559
— 169,433

— 378,569
— 149,152
— 195,305

— 378,569
— 149,152
— 195,305

—
—
—

Common or collective trusts
Other assets

29,265
16,489

— 29,265
— 16,489

—
—

37,092
13,006

— 30,441
— 13,006

6,651
—

Liabilities:

Foreign currency contracts and other

(19,211)

— (19,211)

—

(11,038)

— (11,038)

—

Plan assets measured at fair value, net

$905,816 $2,150 $903,666 $ — $1,017,677 $54,890 $956,136 $6,651

Plan assets not measured at fair value,

net

Total plan assets, net

14,661

$920,477

14,456

$1,032,133

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The  following  table  presents  a  reconciliation  of  the  beginning  and  ending  balances  of  the  fair  value

measurements using significant unobservable  inputs  (Level  3):

(in thousands)

Balance at beginning of year

Actual return on plan assets:

Assets  still held at reporting date
Assets  sold during the period

Purchases
Sales
Settlements

Balance at end of  year

U.S. Pension Plan

Non-U.S.
Pension Plans

2015

2014

2015

2014

$ 12,393

$17,546

$$6,651

$7,742

— (2,454)
124
136
—
—
(2,823)
(12,529)
—
—

—
(344)
—
(6,307)
—

(886)
3
—
(208)
—

$

— $12,393

$ — $6,651

The  following  table  presents  expected  benefit  payments  for  the  non-U.S.  defined  benefit  pension

plans:

(in thousands)

Year Ended December 31,

2016
2017
2018
2019
2020
2021 — 2025

Non-U.S.
Pension Plans

$ 30,892
31,897
32,511
34,491
36,390
193,659

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Measurement  dates  for  the  company’s  U.S.  and  non-U.S.  defined  benefit  pension  plans  are
December  31.  The  following  table  sets  forth  the  change  in  projected  benefit  obligation,  plan  assets  and
funded status of the U.S. and non-U.S. plans:

(in thousands)

Change in projected benefit obligation

Benefit obligation at beginning of year
Service cost
Interest cost
Employee contributions
Currency translation
Actuarial (gain) loss
Plan amendments
Benefits paid
Settlements
Other

U.S. Pension Plan

Non-U.S. Pension Plans

December 31,

December 31,

2015

2014

2015

2014

$ 815,368
6,800
16,116
—
—
(40,050)
—
(22,068)
(768,185)
(7,981)

$686,977
3,800
31,675
—
—
146,643
2,236
(52,199)
—
(3,764)

$1,005,138
20,517
26,511
—
(76,801)
(32,104)
—
(31,711)
—
—

$ 908,530
16,217
34,536
4,448
(110,188)
196,021
(17,921)
(26,505)
—
—

Projected benefit obligation at end of  year

— 815,368

911,550

1,005,138

Change in plan assets

Plan assets at beginning of year
Actual return on plan assets
Company contributions
Employee contributions
Currency translation
Benefits paid
Settlements
Other

Plan assets at end of year

Funded Status — (Under)/overfunded

Amounts recognized in the Consolidated Balance

Sheet
Pension assets included in other assets
Pension liabilities included in noncurrent

liabilities

Accumulated other comprehensive loss (pre-tax)

751,268
(8,034)
55,000
—
—
(22,068)
(768,185)
(7,981)

708,730
62,501
36,000
—
—
(52,199)
—
(3,764)

1,032,133
(8,349)
3,446
—
(75,042)
(31,711)
—
—

945,837
191,929
26,816
4,448
(110,392)
(26,505)
—
—

— 751,268

920,477

1,032,133

— $ (64,100) $

8,927

$

26,995

— $

— $

84,328

$

82,820

— (64,100)
— $273,832

(75,401)
$ 247,541

(55,825)
$ 250,399

$

$

$

During 2016, approximately $8 million of the amount of accumulated other comprehensive loss shown
above is expected to be recognized as components of net periodic pension expense for the non-U.S. plans.

For  the  defined  benefit  pension  plans  in  the  Netherlands  and  the  Philippines,  the  projected  benefit
obligations  exceeded  the  plan  assets.  In  the  aggregate,  these  plans  had  projected  benefit  obligations  of
$580 million and plan assets with a fair value  of  $505 million.

The  total  accumulated  benefit  obligation  for  the  non-U.S.  plans  as  of  December  31,  2015  was
$863 million. The total accumulated benefit obligation for the U.S. and non-U.S. plans as of December 31,
2014  was  $815  million  and  $937  million,  respectively.  The  accumulated  benefit  obligation  exceeded  plan
assets  for  the  Netherlands  plan  as  of  December  31,  2015.  Plan  assets  exceeded  the  accumulated  benefit
obligation  for  each  of  the  other  non-U.S  plans  as  of  December  31,  2015.  The  accumulated  benefit

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

obligation  exceeded  plan  assets  for  the  U.S.  plan  as  of  December  31,  2014.  Plan  assets  exceeded  the
accumulated benefit obligation for each  of the  company’s non-U.S plans as of December 31, 2014.

In  addition  to  the  company’s  U.S.  defined  benefit  pension  plan,  the  company  and  certain  of  its
subsidiaries provide health care and life insurance benefits for certain retired U.S. employees. The health
care and life insurance plans are generally contributory, with retiree contributions adjusted annually. The
accumulated  postretirement  benefit  obligation  as  of  December  31,  2015  and  2014  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 7.25% in 2016 down to
5%  in  2025  and  beyond.  The  effect  of  a  one  percent  annual  increase  in  these  assumed  cost  trend  rates
would  increase  the  accumulated  postretirement  benefit  obligation  and  interest  cost  by  approximately
$0.3 million and less than $0.1 million, respectively. The effect of a one percent annual decrease in these
assumed  cost  trend  rates  would  decrease  the  accumulated  postretirement  benefit  obligation  and  interest
cost by approximately $0.2 million and less  than  $0.1 million, respectively.

Net periodic postretirement benefit cost  included the  following  components:

(in thousands)

Service cost
Interest cost
Expected return on assets
Amortization of prior service cost
Recognized net actuarial loss

Net periodic postretirement benefit cost

Year Ended
December 31,

2015

2014

2013

$ — $ — $ —
351
388
335
—
—
—
—
—
—
341
151
40

$375

$539

$692

The following table sets forth the change in  the accumulated  postretirement benefit  obligation:

(in thousands)

Change in accumulated postretirement  benefit obligation

Benefit obligation at beginning of year
Service cost
Interest cost
Employee contributions
Actuarial (gain)  loss
Benefits paid

Benefit obligation at end of year

Funded status — (Under)/overfunded

Year Ended
December 31,

2015

2014

$11,310
—
335
543
(1,722)
(1,735)

$ 12,629
—
388
356
(252)
(1,811)

$ 8,731

$ 11,310

$ (8,731) $(11,310)

Unrecognized net actuarial gains totaling $1 million as of December 31, 2015 and unrecognized net
actuarial  losses  totaling  $1  million  as  of  December  31,  2014  were  classified  in  accumulated  other
comprehensive loss. The accumulated postretirement benefit obligation classified in current liabilities was
approximately  $2  million  as  of  both  December  31,  2015  and  2014.  The  remaining  balance  of  the
accumulated postretirement benefit obligation was classified in  noncurrent liabilities  for both years.

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The discount rate used in determining the accumulated postretirement benefit obligation was 3.45%
as of December 31, 2015 and 3.25% as of December 31, 2014. The discount rate used for the accumulated
postretirement obligation was determined by discounting the expected future benefit payments using yields
based on a portfolio of high quality corporate bonds having maturities that are consistent with the expected
timing of future payments to plan participants. Benefit payments, as offset by retiree contributions, are not
expected to change significantly in the future.

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  (‘‘DOE’’)  because  the  company  is
not responsible for the current or future  funded status of these plans.

In addition to the company’s defined benefit pension plans discussed above, the company participates
in multiemployer pension plans for its union construction and maintenance craft employees. Contributions
are  based  on  the  hours  worked  by  employees  covered  under  various  collective  bargaining  agreements.
Company  contributions  to  these  multiemployer  pension  plans  were  $22  million,  $23  million  and
$19  million  during  2015,  2014  and  2013,  respectively.  The  company  does  not  have  any  significant  future
obligations  or  funding  requirements  related  to  these  plans  other  than  the  ongoing  contributions  that  are
paid as hours are worked by plan participants. None of these multiemployer pension plans are individually
significant to the company.

6.

Fair Value of Financial Instruments

The  fair  value  hierarchy  established  by  ASC  820,  ‘‘Fair  Value  Measurement,’’  prioritizes  the  use  of

inputs used in valuation techniques into the following three levels:

(cid:129) Level 1  — quoted prices in active markets  for identical assets and  liabilities
(cid:129) Level 2  — inputs other than quoted prices in active markets  for identical assets  and liabilities that

are observable, either directly or indirectly

(cid:129) Level 3  — unobservable inputs

The  company  measures  and  reports  assets  and  liabilities  at  fair  value  utilizing  pricing  information
received  from  third  parties.  The  company  performs  procedures  to  verify  the  reasonableness  of  pricing
information received for significant assets  and liabilities classified  as Level 2.

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The following table presents, for each of the fair value hierarchy levels required under ASC 820-10,
the company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31,
2015 and 2014:

—

—
—

(in thousands)

Assets:

Cash and cash equivalents(1)
Marketable securities, current(2)
Deferred compensation trusts(3)
Marketable securities,

noncurrent(4)
Derivative assets(5)

December 31, 2015

Fair Value Hierarchy

December 31, 2014

Fair Value Hierarchy

Total

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

$ 19,161 $19,161 $

— $ — $ 14,419 $14,419 $

87,763
60,003

—
60,003

87,763
—

—
—

80,706
94,893

—
94,893

— $ —
—
—

80,706
—

220,634

— 220,634

— 343,644

— 343,644

Commodity contracts
Foreign currency contracts

341
8,439

—
—

341
8,439

—
—

561
180

—
—

561
180

Liabilities:

Derivative liabilities(5)

Commodity contracts
Foreign currency contracts

$

2,510 $ — $
14,138

—

2,510 $ — $ 2,290 $ — $
14,138

4,392

—

—

2,290 $ —
—
4,392

(1) Consists  primarily  of  registered  money  market  funds  valued  at  fair  value.  These  investments  represent  the  net

asset value of the shares of such funds  as  of  the  close  of  business at the end  of  the  period.

(2) Consists  of  investments  in  U.S.  agency  securities,  U.S.  Treasury  securities  and  corporate  debt  securities  with
maturities  of  less  than  one  year  that  are  valued  based  on  pricing  models,  which  are  determined  from  a
compilation of primarily observable  market  information, broker quotes  in  non-active  markets  or similar  assets.

(3) Consists  primarily  of  registered  money  market  funds  and  an  equity  index  fund  valued  at  fair  value.  These
investments, which are trading securities, represent the net asset value of the shares of such funds as of the close
of business at the end  of the  period based  on  the  last  trade  or official  close  of  an  active  market  or exchange.

(4) Consists  of  investments  in  U.S.  agency  securities,  U.S.  Treasury  securities  and  corporate  debt  securities  with
maturities ranging from one year to three years that are valued based on pricing models, which are determined
from a compilation of primarily observable market information, broker quotes in non-active markets or similar
assets.

(5)

See  ‘‘7.  Derivatives  and  Hedging’’  for  the  classification  of  commodity  and  foreign  currency  contracts  in  the
Consolidated  Balance  Sheet.  Commodity  and  foreign  currency  contracts  are  estimated  using  standard  pricing
models with market-based inputs, which  take  into  account  the present value  of  estimated future  cash  flows.

All of the company’s financial instruments carried at fair value are included in the table above. All of
the  above  financial  instruments  are  available-for-sale  securities  except  for  those  held  in  the  deferred
compensation  trusts  (which  are  trading  securities)  and  derivative  assets  and  liabilities.  The  company  has
determined  that  there  was  no  other-than-temporary  impairment  of  available-for-sale  securities  with
unrealized  losses,  and  the  company  expects  to  recover  the  entire  cost  basis  of  the  securities.  The
available-for-sale securities are made up of the following security types as of December 31, 2015: money
market funds of $19 million, U.S. agency securities of $18 million, U.S. Treasury securities of $102 million
and  corporate  debt  securities  of  $189  million.  As  of  December  31,  2014,  available-for-sale  securities
consisted  of  money  market  funds  of  $14  million,  U.S.  agency  securities  of  $73  million,  U.S.  Treasury
securities  of  $107  million  and  corporate  debt  securities  of  $245  million.  The  amortized  cost  of  these
available-for-sale  securities  is  not  materially  different  from  the  fair  value.  During  2015,  2014  and  2013,
proceeds  from  sales  and  maturities  of  available-for-sale  securities  were  $336  million,  $274  million  and
$346 million, respectively.

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

In addition to assets and liabilities that are measured at fair value on a recurring basis, the company is
required  to  measure  certain  assets  and  liabilities  at  fair  value  on  a  nonrecurring  basis.  See  Note  17  for
further discussion of a nonrecurring fair  value measurement  related to a  partial sale of a subsidiary.

The  carrying  values  and  estimated  fair  values  of  the  company’s  financial  instruments  that  are  not

required to be measured at fair value in the  Consolidated  Balance Sheet  are as follows:

(in thousands)

Assets:

Cash(1)
Cash equivalents(2)
Marketable securities, current(3)
Notes receivable, including
noncurrent portion(4)

Liabilities:

Fair Value
Hierarchy

December 31, 2015

December 31, 2014

Carrying Value

Fair Value

Carrying Value

Fair  Value

Level 1
Level 2
Level 2

$1,073,756
856,969
109,329

$1,073,756
856,969
109,329

$1,224,834
753,872
24,425

$1,224,834
753,872
24,425

Level 3

19,182

19,182

19,284

19,284

3.375% Senior Notes(5)
3.5% Senior Notes(5)
1.5% Convertible Senior Notes(5)
Other borrowings(6)

Level 2
Level 2
Level 2
Level 2

$ 497,486
495,178
—
—

$ 506,466
499,402
—
—

$ 497,045
494,640
18,324
10,418

$ 510,465
498,914
40,826
10,418

(1) Cash consists of bank deposits. Carrying amounts  approximate fair value.

(2) Cash equivalents consist of held-to-maturity time deposits with maturities of three months or less at
the date of purchase. The carrying amounts of these time deposits approximate fair value because of
the short-term maturity of these instruments.

(3) Marketable  securities,  current  consist  of  held-to-maturity  time  deposits  with  original  maturities
greater  than  three  months  that  will  mature  within  one  year.  The  carrying  amounts  of  these  time
deposits  approximate  fair  value  because  of  the  short-term  maturity  of  these  instruments.  Amortized
cost is not materially different from the fair value.

(4) Notes receivable are carried at net realizable value which approximates fair value. Factors considered
by the company in determining the fair value include the credit worthiness of the borrower, current
interest  rates,  the  term  of  the  note  and  any  collateral  pledged  as  security.  Notes  receivable  are
periodically assessed for impairment.

(5) The fair value of the 3.375% Senior Notes, 3.5% Senior Notes and 1.5% Convertible Senior Notes are

estimated based on quoted market prices for similar issues.

(6) Other  borrowings  as  of  December  31,  2014  primarily  represent  amounts  outstanding  under  a
short-term  credit  facility.  The  carrying  amount  of  borrowings  under  this  credit  facility  approximates
fair value because of the short-term maturity.

7. Derivatives and Hedging

As  of  December  31,  2015,  the  company  had  total  gross  notional  amounts  of  $793  million  of  foreign
currency  contracts  and  $9  million  of  commodity  contracts  outstanding  relating  to  engineering  and
construction  contract  obligations  and  monetary  assets  and  liabilities  denominated  in  nonfunctional
currencies.  The  foreign  currency  contracts  are  of  varying  duration,  none  of  which  extend  beyond
December  2019.  The  commodity  contracts  are  of  varying  duration,  none  of  which  extend  beyond

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

December 2017. The impact to earnings due to hedge ineffectiveness was immaterial for the years ended
December 31, 2015, 2014 and 2013.

The fair values of derivatives designated as hedging instruments under ASC 815 as of December 31,

2015 and 2014 were as follows:

Asset Derivatives

Liability Derivatives

(in thousands)

Balance Sheet
Location

Commodity contracts
Foreign currency contracts
Commodity contracts
Foreign currency contracts

Other current assets
Other current assets
Other assets
Other assets

Total

December 31, December 31,

2015

$ 326
6,865
15
1,574

$8,780

2014

$365
128
196
52

$741

Balance Sheet
Location

December  31, December  31,

2015

2014

Other accrued liabilities
Other accrued liabilities
Noncurrent liabilities
Noncurrent  liabilities

$ 2,195
12,381
315
1,757

$16,648

$1,362
3,721
928
671

$6,682

The  pre-tax  net  gains  (losses)  recognized  in  earnings  associated  with  the  hedging  instruments
designated as fair value hedges for the years ended December 31, 2015, 2014 and 2013 were as  follows:

Fair Value Hedges (in thousands)

Location of Gain  (Loss)

2015

2014

2013

Foreign currency contracts

Corporate general  and  administrative  expense

$(5,191) $(3,322) $2,885

The  pre-tax  amount  of  gain  (loss)  recognized  in  earnings  on  hedging  instruments  for  the  fair  value
hedges  noted  in  the  table  above  offset  the  amount  of  gain  (loss)  recognized  in  earnings  on  the  hedged
items in the same locations in the Consolidated Statement of  Earnings.

The  after-tax  amount  of  gain  (loss)  recognized  in  OCI  and  reclassified  from  AOCI  into  earnings
associated  with  the  derivative  instruments  designated  as  cash  flow  hedges  for  the  years  ended
December 31, 2015, 2014 and 2013 was as follows:

After-Tax Amount of Gain
(Loss) Recognized in OCI

After-Tax Amount of Gain
(Loss) Reclassified from
AOCI into Earnings

Cash Flow Hedges (in thousands)

2015

2014

2013

Location  of Gain (Loss)

2015

2014

2013

Commodity contracts
Foreign currency contracts
Interest rate contracts

$ (728) $ (881) $
(2,532)
—

(1,270)
—

265 Total cost of  revenue $ (385) $

(2,801) Total cost of  revenue

—

Interest  expense

(1,525)
(1,049)

(59) $
269
(1,049)

50
(2,855)
(1,049)

Total

$(3,260) $(2,151) $(2,536)

$(2,959) $ (839) $(3,854)

8.

Financing Arrangements

As  of  December  31,  2015,  the  company  had  a  combination  of  committed  and  uncommitted  lines  of
credit  that  totaled  $5.8  billion.  These  lines  may  be  used  for  revolving  loans  and  letters  of  credit.  The
committed  lines  of  credit  consist  of  a  $1.7  billion  Revolving  Loan  and  Letter  of  Credit  Facility  and  a
$1.8 billion Revolving Loan and Letter of Credit Facility. Both facilities mature in May 2019. The company
may utilize up to $1.75 billion in the aggregate of the combined $3.5 billion committed lines of credit for
revolving loans, which may be used for acquisitions and/or general purposes. Each of the credit facilities
may  be  increased  up  to  an  additional  $500  million  subject  to  certain  conditions,  and  contain  customary
financial and restrictive covenants, including a maximum ratio of consolidated debt to tangible net worth of
one-to-one  and  a  cap  on  the  aggregate  amount  of  debt  of  $750  million  for  the  company’s  subsidiaries.
Borrowings under both facilities bear interest at rates based on the Eurodollar Rate or an alternative base
rate, plus an applicable borrowing margin.

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Letters of credit are provided in the ordinary course of business primarily to indemnify the company’s
clients if the company fails to perform its obligations under its contracts. As of December 31, 2015, letters
of credit and borrowings totaling $1.7 billion were outstanding under these committed and uncommitted
lines of credit. As an alternative to letters of credit, surety bonds are used as a form of credit enhancement.

Consolidated debt consisted of the following:

(in thousands)

Current:

1.5% Convertible Senior Notes
Other borrowings

Long-Term:

3.375% Senior Notes
3.5% Senior Notes

December 31,

2015

2014

$

— $ 18,324
10,418
—

$497,486
495,178

$497,045
494,640

In  November  2014,  the  company  issued  $500  million  of  3.5%  Senior  Notes  (the  ‘‘2014  Notes’’)  due
December 15, 2024 and received proceeds of $491 million, net of underwriting discounts. Interest on the
2014  Notes  is  payable  semi-annually  on  June  15  and  December  15  of  each  year,  and  began  on  June  15,
2015. Prior to September 15, 2024, the company may redeem the 2014 Notes at a redemption price equal
to 100 percent of the principal amount, plus a ‘‘make whole’’ premium described in the indenture. On or
after September 15, 2024, the company may redeem the 2014 Notes at 100 percent of the principal amount
plus accrued and unpaid interest, if any,  to  the date of purchase.

In September 2011, the company issued $500 million of 3.375% Senior Notes (the ‘‘2011 Notes’’) due
September 15, 2021 and received proceeds of $492 million, net of underwriting discounts. Interest on the
2011 Notes is payable semi-annually on March 15 and September 15 of each year, and began on March 15,
2012. The company may, at any time, redeem the 2011 Notes at a redemption price equal to 100 percent of
the principal amount, plus a ‘‘make whole’’  premium described  in the indenture.

For both the 2014 Notes and the 2011 Notes, if a change of control triggering event occurs, as defined
by the terms of the respective indentures, the company will be required to offer to purchase the 2014 Notes
and the 2011 Notes at a purchase price equal to 101 percent of their principal amount, plus accrued and
unpaid interest, if any, to the date of purchase. The company is generally not limited under the indentures
governing the 2014 Notes and the 2011 Notes in its ability to incur additional indebtedness provided the
company is in compliance with certain restrictive covenants, including restrictions on liens and restrictions
on sale and leaseback transactions.

In  February  2004,  the  company  issued  $330  million  of  1.5%  Convertible  Senior  Notes  (the  ‘‘2004
Notes’’)  due  February  15,  2024  and  received  proceeds  of  $323  million,  net  of  underwriting  discounts.  In
December 2004, the company irrevocably elected to pay the principal amount of the 2004 Notes in cash.
The 2004 Notes were convertible if a specified trading price of the company’s common stock (the ‘‘trigger
price’’) was achieved and maintained for a specified period. The trigger price condition was satisfied during
the year ended December 31, 2014, and the 2004 Notes were therefore classified as short-term debt as of
December 31, 2014. During 2014, holders converted less than $0.1 million of the 2004 Notes in exchange
for the principal balance owed in cash plus 1,750 shares of the company’s common stock. During the first
half of 2015, holders converted $8 million of the 2004 Notes in exchange for the principal balance owed in
cash plus 167,674 shares of the company’s common stock at a conversion rate of 37.0997 shares per each
$1,000  principal  amount  of  the  2004  Notes.  On  May  7,  2015,  the  company  redeemed  the  remaining
$10 million of outstanding 2004 Notes at a redemption price equal to 100 percent of the principal amount
plus accrued and unpaid interest up  to  (but excluding) May 7,  2015.

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

During 2013, the company established a short-term credit facility to purchase land and construction
equipment  associated  with  the  equipment  operations  in  the  Global  Services  segment.  Outstanding
borrowings under the facility were $10 million as of December 31, 2014. All borrowings under the facility
were  repaid  during  2015;  therefore,  no  borrowings  were  outstanding  under  the  credit  facility  as  of
December 31, 2015.

As of December 31, 2015, the company was in compliance with all of the financial covenants related to

its  debt agreements.

9. Other Noncurrent Liabilities

The  company  has  deferred  compensation  and  retirement  arrangements  for  certain  key  executives
which generally provide for payments upon retirement, death or termination of employment. The deferrals
can  earn  either  market-based  fixed  or  variable  rates  of  return,  at  the  option  of  the  participants.  As  of
December  31,  2015  and  2014,  $372  million  and  $428  million,  respectively,  of  obligations  related  to  these
plans  were  included  in  noncurrent  liabilities.  To  fund  these  obligations,  the  company  has  established
non-qualified trusts, which are classified as noncurrent assets. These trusts primarily hold company-owned
life insurance policies, reported at cash surrender value, and marketable equity securities, reported at fair
value.  These  trusts  were  valued  at  $361  million  and  $405  million  as  of  December  31,  2015  and  2014,
respectively.  Periodic  changes  in  value  of  these  trust  investments,  most  of  which  are  unrealized,  are
recognized in earnings, and serve to mitigate changes to obligations included in noncurrent liabilities which
are also reflected in earnings.

The  company  maintains  appropriate  levels  of  insurance  for  business  risks,  including  workers
compensation and general liability. Insurance coverages contain various retention amounts for which the
company  provides  accruals  based  on  the  aggregate  of  the  liability  for  reported  claims  and  an  actuarially
determined estimated liability for claims incurred but not reported. Other noncurrent liabilities included
$26 million and $27 million as of December 31, 2015 and 2014, respectively, relating to these liabilities. For
certain professional liability risks the company’s retention amount under its claims-made insurance policies
does not include an accrual for claims incurred but not reported because there is insufficient claims history
or  other  reliable  basis  to  support  an  estimated  liability.  The  company  believes  that  retained  professional
liability amounts are manageable risks and are not expected to have a material adverse impact on results of
operations or financial position.

10. Stock-Based Plans

The  company’s  executive  stock-based  plans  provide  for  grants  of  nonqualified  or  incentive  stock
options,  restricted  stock  awards  or  units,  stock  appreciation  rights  and  performance-based  Value  Driver
Incentive  (‘‘VDI’’)  units.  All  executive  stock-based  plans  are  administered  by  the  Organization  and
Compensation Committee of the Board of Directors (‘‘Committee’’) comprised of outside directors, none
of  whom  are  eligible  to  participate  in  the  executive  plans.  Recorded  compensation  cost  for  stock-based
payment  arrangements,  which  is  generally  recognized  on  a  straight-line  basis,  totaled  $36  million,
$45  million  and  $54  million  for  the  years  ended  December  31,  2015,  2014  and  2013,  respectively,  net  of
recognized tax benefits of $21 million, $27 million and $32 million for the years ended 2015, 2014 and 2013,
respectively.

F-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The following table summarizes restricted stock, restricted  stock  unit and stock option activity:

Restricted Stock or
Restricted Stock Units

Stock Options

Weighted
Average
Grant Date
Fair Value
Per Share

Weighted
Average
Exercise Price
Per Share

Number

Number

Outstanding as of December 31, 2012

1,070,176

$51.96

3,233,025

$53.64

Granted
Expired or canceled
Vested/exercised

482,959
(11,104)
(564,265)

61.62
62.35
50.65

884,574
(15,607)
(1,137,285)

61.45
65.46
46.53

Outstanding as of December 31, 2013

977,766

$57.36

2,964,707

$58.63

Granted
Expired or canceled
Vested/exercised

370,014
(30,032)
(449,227)

79.06
69.17
57.08

684,486
(58,215)
(417,970)

79.19
73.33
57.67

Outstanding as of December 31, 2014

868,521

$66.35

3,173,008

$62.92

Granted
Expired or canceled
Vested/exercised

556,323
(30,484)
(456,052)

58.85
64.74
62.92

963,288
(118,356)
(46,414)

59.05
63.60
38.25

Outstanding as of December 31, 2015

938,308

$63.62

3,971,526

$62.25

Options exercisable as of December  31, 2015

2,331,002

$60.53

Remaining unvested options outstanding and

expected to vest

1,591,308

$64.70

As of December 31, 2015, there were a maximum of 8,813,005 shares available for future grant under
the company’s various stock-based plans. Shares available for future grant included shares which may be
granted  by  the  Committee  as  either  stock  options,  on  a  share-for-share  basis,  or  restricted  stock  awards,
restricted stock units and VDI units on  the basis of one share for each 2.25 available shares.

Restricted stock units and restricted shares issued under the plans provide that shares awarded may
not  be  sold  or  otherwise  transferred  until  service-based  restrictions  have  lapsed  and  any  performance
objectives have been attained as established by the Committee. Restricted stock units are rights to receive
shares subject to certain service and performance conditions as established by the Committee. Generally,
upon  termination  of  employment,  restricted  stock  units  and  restricted  shares  which  have  not  vested  are
forfeited. For the company’s executives, the restricted units granted in 2015, 2014 and 2013 generally vest
ratably over three years. For the company’s directors, the restricted units and shares granted in 2015, 2014
and 2013 vest or vested on the first anniversary of the grant. For the years 2015, 2014 and 2013, recognized
compensation  expense  of  $31  million,  $31  million  and  $28  million,  respectively,  is  included  in  corporate
general and administrative expense related to restricted stock awards and units. The fair value of restricted
stock that vested during 2015, 2014 and 2013 was $26 million, $35 million and $36 million, respectively. The
balance  of  unamortized  restricted  stock  expense  as  of  December  31,  2015  was  $15  million,  which  is
expected to be recognized over a weighted-average  period of 1.3 years.

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Option grant amounts and award dates are established by the Committee. Option grant prices are the
fair value of the company’s common stock at such date of grant. Options normally extend for 10 years and
become exercisable over a vesting period determined by the Committee. The options granted in 2015, 2014
and 2013 vest ratably over three years. The aggregate intrinsic value, representing the difference between
market value on the date of exercise and the option price, of stock options exercised during 2015, 2014 and
2013  was  $1  million,  $8  million  and  $29  million,  respectively.  The  balance  of  unamortized  stock  option
expense  as  of  December  31,  2015  was  $6  million,  which  is  expected  to  be  recognized  over  a  weighted-
average period of 1.2 years. Expense associated with stock options for the years ended December 31, 2015,
2014  and  2013,  which  is  included  in  corporate  general  and  administrative  expense  in  the  accompanying
Consolidated Statement of Earnings, totaled  $15 million,  $17 million and $15 million, respectively.

The fair value of options on the grant date and the significant assumptions used in the Black-Scholes

option-pricing model are as follows:

Weighted average grant date fair value
Expected life of options (in years)
Risk-free interest rate
Expected volatility
Expected annual dividend per share

December 31,

2015

2014

$16.72
5.9
1.7%
32.1%

$ 0.84

$23.04
5.8
1.8%
31.6%

$ 0.84

The computation of the expected volatility assumption used in the Black-Scholes calculations is based

on a 50/50 blend of historical and implied  volatility.

Information related to options outstanding as  of  December  31, 2015 is summarized below:

Range of Exercise Prices

$30.46 - $41.77
$42.11 - $62.50
$68.36 - $80.12

Options  Outstanding

Options Exercisable

Weighted
Average
Remaining
Contractual
Life (In Years)

Weighted
Average
Exercise Price
Per Share

3.2
7.1
6.3

6.7

$30.46
58.20
74.81

$62.25

Weighted
Average
Remaining
Contractual
Life (In Years)

Weighted
Average
Exercise Price
Per Share

3.2
5.7
5.3

5.4

$30.46
56.95
72.47

$60.53

Number
Exercisable

152,128
1,381,995
796,879

2,331,002

Number
Outstanding

152,128
2,595,955
1,223,443

3,971,526

As of December 31, 2015, options outstanding and options exercisable both had an aggregate intrinsic

value of approximately $4 million.

Performance-based VDI units issued under the plans are based on target award values. The number
of  units  awarded  is  determined  by  dividing  the  applicable  target  award  value  by  the  closing  price  of  the
company’s  common  stock  on  the  date  of  grant.  The  number  of  units  is  adjusted  at  the  end  of  each
performance period based on the achievement of certain performance criteria. The VDI awards granted in
2015, 2014 and 2013 vest after a period of approximately three years. The VDI awards granted in 2015 can
only be settled in company stock and are accounted for as equity awards in accordance with ASC 718. The
VDI awards granted in 2014 and 2013 may be settled in cash, based on the closing price of the company’s
common stock on the vesting date, or company stock. In accordance with ASC 718, the awards granted in
2014 and 2013 are classified as liabilities and remeasured at fair value at the end of each reporting period
until the awards are settled. Compensation expense of $11 million, $24 million and $43 million related to
all  VDI  units  is  included  in  corporate  general  and  administrative  expense  in  2015,  2014  and  2013,
respectively,  of  which  $14  million  was  paid  in  2015.  The  balance  of  unamortized  compensation  expense

F-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

associated  with  VDI  units  as  of  December  31,  2015  was  $11  million,  which  is  expected  to  be  recognized
over a weighted-average period of 1.9 years.

11. Earnings Per Share

Basic  EPS  is  calculated  by  dividing  net  earnings  attributable  to  Fluor  Corporation  by  the  weighted
average  number  of  common  shares  outstanding  during  the  period.  Potentially  dilutive  securities  include
employee  stock  options,  restricted  stock  units  and  shares,  VDI  units  and  the  1.5%  Convertible  Senior
Notes  (see  ‘‘8.  Financing  Arrangements’’  above  for  information  about  the  Convertible  Senior  Notes).
Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the treasury stock
method.

The calculations of the basic and diluted EPS for the years ended December 31, 2015, 2014 and 2013

under the treasury stock method are presented below:

(in thousands, except per share amounts)

Amounts attributable to Fluor Corporation:

Earnings from continuing operations
Loss from discontinued operations, net  of taxes

Net earnings

Basic EPS attributable to Fluor Corporation:

Weighted average common shares outstanding

Earnings from continuing operations
Loss from discontinued operations, net  of taxes

Net earnings

Diluted EPS attributable to Fluor Corporation:

Weighted average common shares outstanding

Diluted effect:
Employee stock options, restricted stock units  and shares and VDI

units

Conversion equivalent of dilutive convertible  debt

Weighted average diluted shares outstanding

Earnings from continuing operations
Loss from discontinued operations, net  of taxes

Net earnings

Anti-dilutive securities not included above

Year Ended December 31,

2015

2014

2013

$418,170
(5,658)

$ 715,460
(204,551)

$667,711
—

$412,512

$ 510,909

$667,711

144,805

157,487

162,566

$

$

2.89
(0.04)

2.85

$

$

4.54
(1.30)

3.24

$

$

4.11
—

4.11

144,805

157,487

162,566

1,827
90

1,719
410

1,383
405

146,722

159,616

164,354

$

$

$

$

2.85
(0.04)

2.81

3,408

$

$

4.48
(1.28)

3.20

769

4.06
—

4.06

1,436

During the years ended December 31, 2015, 2014 and 2013, the company repurchased and canceled
10,104,988; 13,331,402; and 2,591,557 shares of its common stock, respectively, under its stock repurchase
program for $510 million, $906 million,  and  $200 million,  respectively.

12. Lease Obligations

Net  rental  expense  amounted  to  approximately  $169  million,  $218  million  and  $206  million  in  the
years  ended  December  31,  2015,  2014  and  2013,  respectively.  The  company’s  lease  obligations  relate
primarily to office facilities, equipment used in connection with long-term construction contracts and other

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

personal property. Net rental expense in 2015 was lower compared to 2014, primarily due to a decrease in
rental  equipment  and  facilities  required  to  support  project  execution  activities  in  the  mining  and  metals
business  line  of  the  Industrial  &  Infrastructure  segment  as  well  as  the  Oil  &  Gas  and  Government
segments. Net rental expense in 2014 was higher compared to 2013, primarily due to an increase in rental
equipment required to support project  execution activities in the Oil & Gas segment.

The company’s obligations for minimum rentals under non-cancelable operating leases are as follows:

Year  Ended  December 31,

2016
2017
2018
2019
2020
Thereafter

(in thousands)

$64,300
51,100
35,700
28,900
24,600
75,600

In  November  2015,  the  company  sold  two  office  buildings  located  in  California  and  subsequently
entered  into  a  twelve  year  lease  with  the  purchaser.  The  resulting  gain  on  the  sale  of  the  property  was
approximately  $58  million,  of  which  $7  million  was  recognized  during  the  fourth  quarter  of  2015  and
included in corporate general and administrative expense in the Consolidated Statement of Earnings. The
remaining gain of approximately $51 million was deferred and will be amortized over the life of the lease
on a straight-line basis.

13. Noncontrolling Interests

The  company  applies  the  provisions  of  ASC  810-10-45,  which  establishes  accounting  and  reporting
standards  for  ownership  interests  in  subsidiaries  held  by  parties  other  than  the  parent,  the  amount  of
consolidated  net  earnings  attributable  to  the  parent  and  to  the  noncontrolling  interests,  changes  in  a
parent’s  ownership  interest  and  the  valuation  of  retained  noncontrolling  equity  investments  when  a
subsidiary is deconsolidated.

As required by ASC 810-10-45, the company has separately disclosed on the face of the Consolidated
Statement  of  Earnings  for  all  periods  presented  the  amount  of  net  earnings  attributable  to  the  company
and the amount of net earnings attributable to noncontrolling interests. For the years ended December 31,
2015,  2014  and  2013,  net  earnings  attributable  to  noncontrolling  interests  were  $62  million,  $137  million
and  $155  million,  respectively.  Income  taxes  associated  with  earnings  attributable  to  noncontrolling
interests  were  immaterial  in  all  periods  presented.  Distributions  paid  to  noncontrolling  interests  were
$59  million,  $138  million  and  $125  million  for  the  years  ended  December  31,  2015,  2014  and  2013,
respectively. Capital contributions by noncontrolling interests were $5 million, $3 million and $2 million for
the years ended December 31, 2015,  2014  and 2013, respectively.

14. Contingencies and Commitments

The company and certain of its subsidiaries are subject to litigation, claims, performance guarantees,
and other commitments and contingencies arising in the ordinary course of business. Although the asserted
value  of  these  matters  may  be  significant,  the  company  currently  does  not  expect  that  the  ultimate
resolution of any open matters will have a material adverse effect on its consolidated financial position or
results of operations.

F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

As of December 31, 2015, several matters were in the litigation and dispute resolution process. The

following discussion provides a background and current  status  of  these  matters:

St. Joe Minerals Matters

Since  1995,  the  company  has  been  named  as  a  defendant  in  a  number  of  lawsuits  alleging  injuries
resulting  from  the  lead  business  of  St.  Joe  Minerals  Corporation  and  The  Doe  Run  Company  in
Herculaneum,  Missouri,  which  the  company  sold  in  1994.  Until  December  2010,  substantially  all  of  the
lawsuits were settled and paid by the buyer of the business, who had agreed to indemnify the company for
all such liabilities; in all of these cases the company was fully released. Since December 2010, the company
has made payments to settle several other lawsuits relating to the lead business, including a $306 million
payment  in  January  2015.  The  company  has  filed  suit  against  the  buyer  seeking  indemnification  for  all
liabilities arising from the post-December 2010 lead exposures cases, including the January 2015 payment.

Guarantees

In  the  ordinary  course  of  business,  the  company  enters  into  various  agreements  providing
performance  assurances  and  guarantees  to  clients  on  behalf  of  certain  unconsolidated  and  consolidated
partnerships,  joint  ventures  and  other  jointly  executed  contracts.  These  agreements  are  entered  into
primarily  to  support  the  project  execution  commitments  of  these  entities.  The  performance  guarantees
have  various  expiration  dates  ranging  from  mechanical  completion  of  the  project  being  constructed  to  a
period extending beyond contract completion in certain circumstances. The maximum potential amount of
future payments that the company could be required to make under outstanding performance guarantees,
which  represents  the  remaining  cost  of  work  to  be  performed  by  or  on  behalf  of  third  parties  under
engineering  and  construction  contracts,  was  estimated  to  be  $19.3  billion  as  of  December  31,  2015.
Amounts that may be required to be paid in excess of estimated cost to complete contracts in progress are
not estimable. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee
provisions are normally recoverable from the client for work performed under the contract. For lump-sum
or fixed-price contracts, the performance guarantee amount is the cost to complete the contracted work,
less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be
greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable
under  the  contract,  the  company  may  have  recourse  to  third  parties,  such  as  owners,  co-venturers,
subcontractors  or  vendors  for  claims.  The  company  assessed  its  performance  guarantee  obligation  as  of
December  31,  2015  and  2014  in  accordance  with  ASC  460,  ‘‘Guarantees,’’  and  the  carrying  value  of  the
liability was not material.

Financial  guarantees,  made  in  the  ordinary  course  of  business  in  certain  limited  circumstances,  are
entered  into  with  financial  institutions  and  other  credit  grantors  and  generally  obligate  the  company  to
make  payment  in  the  event  of  a  default  by  the  borrower.  These  arrangements  generally  require  the
borrower to pledge collateral to support the  fulfillment  of the borrower’s  obligation.

Other Matters

The  company  has  made  claims  arising  from  the  performance  under  its  contracts.  The  company
recognizes revenue, but not profit, for certain claims (including change orders in dispute and unapproved
change orders in regard to both scope and price) when it is determined that recovery of incurred costs is
probable  and  the  amounts  can  be  reliably  estimated.  Under  ASC  605-35-25,  these  requirements  are
satisfied when (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs
were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies
in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of
the  work  performed,  and  (d)  evidence  supporting  the  claim  is  objective  and  verifiable.  The  company
periodically evaluates its position and the amounts recognized in revenue with respect to all its claims. As

F-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

of December 31, 2015 and 2014, the company had recorded $30 million and $21 million, respectively, of
claim  revenue  for  costs  incurred  to  date  and  such  costs  are  included  in  contract  work  in  progress.
Additional costs are expected to be incurred in future periods. The company believes the ultimate recovery
of incurred and future costs related to  these claims is probable in accordance  with ASC 605-35-25.

From  time  to  time,  the  company  enters  into  significant  contracts  with  the  U.S.  government  and  its
agencies.  Government  contracts  are  subject  to  audits  and  investigations  by  government  representatives
with  respect  to  the  company’s  compliance  with  various  restrictions  and  regulations  applicable  to
government contractors, including but not limited to the allowability of costs incurred under reimbursable
contracts.  In  connection  with  performing  government  contracts,  the  company  maintains  reserves  for
estimated exposures associated with these matters.

The company’s operations are subject to and affected by federal, state and local laws and regulations
regarding  the  protection  of  the  environment.  The  company  maintains  reserves  for  potential  future
environmental  cost  where  such  obligations  are  either  known  or  considered  probable,  and  can  be
reasonably  estimated.  The  company  believes,  based  upon  present  information  available  to  it,  that  its
reserves  with  respect  to  future  environmental  cost  are  adequate  and  such  future  cost  will  not  have  a
material effect on the company’s consolidated financial position, results of operations or liquidity.

In  August  2015,  the  company  entered  into  an  agreement  to  form  COOEC  Fluor  Heavy
Industries Co., Ltd. (‘‘CFHI’’), a joint venture in which the company will have a 49% ownership interest
and  Offshore  Oil  Engineering  Co.,  Ltd.,  a  subsidiary  of  China  National  Offshore  Oil  Corporation,  will
have  a  51%  ownership  interest.  Through  CFHI,  the  two  companies  will  own,  operate  and  manage  the
Zhuhai  Fabrication  Yard  in  China’s  Guangdong  province.  Under  the  agreement,  the  company  has
committed  to  make  an  initial  cash  investment  of  $350  million  after  all  necessary  approvals  are  received,
which is targeted for early 2016, with a $140 million additional investment targeted for the third quarter of
2016.

15. Partnerships and Joint Ventures

In the normal course of business, the company forms partnerships or joint ventures primarily for the
execution  of  single  contracts  or  projects.  The  majority  of  these  partnerships  or  joint  ventures  are
characterized  by  a  50  percent  or  less,  noncontrolling  ownership  or  participation  interest,  with  decision
making  and  distribution  of  expected  gains  and  losses  typically  being  proportionate  to  the  ownership  or
participation  interest.  Many  of  the  partnership  and  joint  venture  agreements  provide  for  capital  calls  to
fund operations, as necessary. Receivables related to work performed for unconsolidated partnerships and
joint  ventures  included  in  ‘‘Accounts  and  notes  receivable,  net’’  in  the  Consolidated  Balance  Sheet  were
$132 million and $113 million as of December 31,  2015 and  2014, respectively.

For  unconsolidated  partnerships  and  joint  ventures  in  the  construction  industry,  the  company
generally  recognizes  its  proportionate  share  of  revenue,  cost  and  profit  in  its  Consolidated  Statement  of
Earnings and uses the one-line equity method of accounting in the Consolidated Balance Sheet, which is a
common application of ASC 810-10-45-14 in the construction industry. The equity method of accounting is
also  used  for  other  investments  in  entities  where  the  company  has  significant  influence.  The  company’s
investments  in  unconsolidated  partnerships  and  joint  ventures  accounted  for  under  these  methods
amounted to $292 million and $172 million for the years ended December 31, 2015 and 2014, respectively,
and  were  classified  under  ‘‘Investments’’  and  ‘‘Other  accrued  liabilities’’  in  the  Consolidated  Balance
Sheet.  The  following  is  a  summary  of  aggregate,  unaudited  balance  sheet  data  for  these  unconsolidated
partnerships and joint ventures where the company’s investment is presented as a one-line equity method
investment:  As  of  December  31,  2015,  current  assets  of  $3.2  billion,  noncurrent  assets  of  $444  million,
current liabilities of $2.5 billion and noncurrent liabilities of $445 million; as of December 31, 2014, current
assets  of  $2.8  billion,  noncurrent  assets  of  $716  million,  current  liabilities  of  $2.4  billion  and  noncurrent

F-41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

liabilities  of  $741  million.  Additionally,  the  following  is  a  summary  of  aggregate,  unaudited  income
statement data for unconsolidated partnerships and joint ventures where the equity method of accounting
is used to recognize the company’s share of net earnings or losses of investees: Revenue of $961 million,
$879  million  and  $778  million  for  2015,  2014  and  2013,  respectively;  cost  of  revenue  of  $926  million,
$822 million and $796 million for 2015, 2014 and 2013, respectively; net earnings of $14 million for 2015,
net loss of $8 million for 2014 and net loss of $69  million for 2013.

In  accordance  with  ASC  810,  ‘‘Consolidation,’’  the  company  assesses  its  partnerships  and  joint
ventures  at  inception  to  determine  if  any  meet  the  qualifications  of  a  VIE.  The  company  considers  a
partnership or joint venture a VIE if either (a) the total equity investment is not sufficient to permit the
entity  to  finance  its  activities  without  additional  subordinated  financial  support,  (b)  characteristics  of  a
controlling  financial  interest  are  missing  (either  the  ability  to  make  decisions  through  voting  or  other
rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual
returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations
to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the
entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor
that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810,
the company reassesses its initial determination of whether the partnership or joint venture is a VIE. The
majority  of  the  company’s  partnerships  and  joint  ventures  qualify  as  VIEs  because  the  total  equity
investment  is  typically  nominal  and  not  sufficient  to  permit  the  entity  to  finance  its  activities  without
additional subordinated financial support.

The company also performs a qualitative assessment of each VIE to determine if the company is its
primary beneficiary, as required by ASC 810. The company concludes that it is the primary beneficiary and
consolidates the VIE if the company has both (a) the power to direct the economically significant activities
of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that
could potentially be significant to the VIE. The company considers the contractual agreements that define
the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights
and  board  representation  of  the  respective  parties  in  determining  if  the  company  is  the  primary
beneficiary.  The  company  also  considers  all  parties  that  have  direct  or  implicit  variable  interests  when
determining whether it is the primary beneficiary. As required by ASC 810, management’s assessment of
whether the company is the primary beneficiary of a VIE is continuously performed.

The net carrying value of the unconsolidated VIEs classified under ‘‘Investments’’ and ‘‘Other accrued
liabilities’’  in  the  Consolidated  Balance  Sheet  was  a  net  asset  of  $208  million  and  $107  million  as  of
December 31, 2015 and 2014, respectively. Some of the company’s VIEs have debt; however, such debt is
typically non-recourse in nature. The company’s maximum exposure to loss as a result of its investments in
unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future
funding commitments. Future funding commitments as of December 31, 2015 for the unconsolidated VIEs
were $15 million.

In  some  cases,  the  company  is  required  to  consolidate  certain  VIEs.  As  of  December  31,  2015,  the
carrying  values  of  the  assets  and  liabilities  associated  with  the  operations  of  the  consolidated  VIEs  were
$863 million and $443 million, respectively. As of December 31, 2014, the carrying values of the assets and
liabilities  associated  with  the  operations  of  the  consolidated  VIEs  were  $891  million  and  $442  million,
respectively. The assets of a VIE are restricted for use only for the particular VIE and are not available for
general operations of the company.

The  company  has  agreements  with  certain  VIEs  to  provide  financial  or  performance  assurances  to
clients. See ‘‘14. Contingencies and Commitments’’ for a further discussion of such agreements. Below is a
discussion  of  some  of  the  company’s  more  significant  or  unique  VIEs  and  related  accounting
considerations.

F-42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Interstate 95 High-Occupancy Toll (‘‘HOT’’)  Lanes Project

In  August  2012,  the  company  was  awarded  the  $925  million  Interstate  95  HOT  Lanes  Project  in
Virginia  through  a  public-private  partnership  between  the  Virginia  Department  of  Transportation
(‘‘VDOT’’)  and  95  Express  Lanes,  LLC,  a  joint  venture  in  which  the  company  had  a  10  percent  interest
and Transurban (USA) Inc. had a 90 percent interest. In 2014, the company sold its interest in 95 Express
Lanes,  LLC  to  Transurban  (USA)  Inc.  The  company  previously  accounted  for  its  ownership  interest  in
95 Express Lanes, LLC under the equity method of accounting.

VDOT owns and oversees the addition and extension of HOT lanes, interchange improvements and
construction  of  commuter  parking  lots  on  29  miles  of  I-95  in  northern  Virginia.  As  concessionaire,
Transurban  (USA)  Inc.  is  responsible  for  developing,  designing,  financing,  constructing,  maintaining  and
operating  the  improvements  and  HOT  lanes  under  a  75-year  concession  agreement.  The  construction  is
being  financed  primarily  through  grant  funding  from  VDOT,  private  activity  bonds,  a  non-recourse  loan
from  the  federal  Transportation  Infrastructure  Finance  Innovation  Act  (‘‘TIFIA’’),  which  is  administered
by the U.S. Department of Transportation,  and equity contributions from  the joint  venture members.

The  construction  of  the  improvements  and  HOT  lanes  is  being  performed  by  a  construction  joint
venture in which the company has a 65 percent interest and Lane Construction has a 35 percent interest
(‘‘Fluor-Lane 95’’). The company has evaluated its interest in Fluor-Lane 95 and has determined that it is
the  primary  beneficiary.  Accordingly,  the  company  consolidates  the  accounts  of  Fluor-Lane  95.  The
company’s  results  of  operations  included  revenue  of  $84  million  and  $268  million  from  95  Express
Lanes, LLC during the 2014 and 2013 periods in which the company had an equity interest in 95 Express
Lanes, LLC. As of December 31, 2015, the company’s financial statements included assets of $49 million
and  liabilities  of  $26  million  for  Fluor-Lane  95.  As  of  December  31,  2014,  the  company’s  financial
statements included assets of $82 million and liabilities of $64 million  for  Fluor-Lane 95.

Eagle  P3 Commuter Rail Project

In  August  2010,  the  company  was  awarded  its  $1.7  billion  share  of  the  Eagle  P3  Commuter  Rail
Project in the Denver metropolitan area. The project is a public-private partnership between the Regional
Transportation  District  in  Denver,  Colorado  (‘‘RTD’’)  and  Denver  Transit  Partners  (‘‘DTP’’),  a
wholly-owned subsidiary of Denver Transit Holdings LLC (‘‘DTH’’), a joint venture in which the company
has  a  10  percent  interest,  with  two  additional  partners  each  owning  a  45  percent  interest.  Under  the
agreement,  RTD  owns  and  oversees  the  addition  of  railways,  facilities  and  rolling  stock  for  three  new
commuter and light rail corridors in the Denver metropolitan area. RTD is funding the construction of the
railways and facilities through the issuance of $398 million of private activity bonds, as well as from various
other sources, including federal grants. RTD advanced the proceeds of the private activity bonds to DTP as
a  loan  that  is  non-recourse  to  the  company  and  will  be  repaid  to  RTD  over  the  life  of  the  concession
agreement. DTP, as concessionaire, will design, build, finance, operate and maintain the railways, facilities
and rolling stock under a 35-year concession agreement. The company has determined that DTH is a VIE
for which the company is not the primary beneficiary. DTH is accounted for under the equity method of
accounting. The company’s maximum exposure to loss relating to its investments in DTH is limited to the
carrying  value of its investment of $7 million.

The construction of the railways and facilities is being performed through subcontract arrangements
by  Denver  Transit  Systems  (‘‘DTS’’)  and  Denver  Transit  Constructors  (‘‘DTC’’),  construction  joint
ventures in which the company has an ownership interest of 50 percent and 40 percent, respectively. The
company has determined that DTS and DTC are VIEs for which the company is the primary beneficiary.
Therefore,  the  company  consolidates  the  accounts  of  DTS  and  DTC  in  its  financial  statements.  For  the
years ended December 31, 2015, 2014 and 2013, the company’s results of operations included revenue of
$251  million,  $361  million  and  $333  million,  respectively,  from  DTH.  As  of  December  31,  2015,  the

F-43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

combined carrying values of the assets and liabilities of DTS and DTC were $96 million and $42 million,
respectively.  As  of  December  31,  2014,  the  combined  carrying  values  of  the  assets  and  liabilities  of  DTS
and DTC were $108 million and $49 million, respectively. The company has provided certain performance
guarantees on behalf of DTS.

16. Operations by Business Segment and Geographic Area

The  company  provides  professional  services  in  the  fields  of  engineering,  procurement,  construction,
fabrication and modularization, commissioning and maintenance, as well as project management services,
on  a  global  basis  and  serves  a  diverse  set  of  industries  worldwide.  The  five  principal  business  segments
are: Oil & Gas, Industrial & Infrastructure, Government, Global Services and Power, as discussed further
below.

Effective January 1, 2015, the company implemented certain organizational changes that impacted the
composition  of  its  reportable  segments.  The  company’s  fabrication  activities,  previously  included  in  the
Global  Services  segment,  have  been  integrated  into  the  reporting  segments  for  which  the  activities  are
being performed, primarily the Oil & Gas segment. Additionally, certain plant engineering offices located
in Europe, Africa and the Middle East, which were previously included in the industrial services business
line of the Industrial & Infrastructure segment, have been integrated into the Oil & Gas segment. Segment
operating information for 2014 and 2013  has been recast  to reflect these organizational changes.

The  Oil  &  Gas  segment  provides  design,  engineering,  procurement,  construction,  fabrication  and
project management services for chemicals and petrochemicals, downstream refining, pipelines, upstream
oil  and  gas  production,  liquefied  natural  gas  and  offshore  production  markets.  The  revenue  of  a  single
customer and its affiliates of the Oil & Gas segment amounted to 11 percent, 15 percent and 12 percent of
the  company’s  consolidated  revenue  during  the  years  ended  December  31,  2015,  2014  and  2013,
respectively.

The  Industrial  &  Infrastructure  segment  provides  design,  engineering,  procurement,  construction,
operations  and  maintenance  and  project  management  services  to  the  transportation,  commercial  and
institutional,  manufacturing,  life  sciences,  mining  and  metals,  telecommunications,  microelectronics  and
water sectors.

The Government segment provides engineering, construction, logistics, base and facilities operations
and  maintenance,  contingency  response  and  environmental  and  nuclear  services  to  the  U.S.  government
and governments abroad. The percentage of the company’s consolidated revenue from work performed for
various agencies of the U.S. government was 12 percent, 11 percent and 10 percent during the years ended
December 31, 2015, 2014 and 2013, respectively.

The Global Services segment represents a combination of other operating segments that do not meet
the  ASC  280,  ‘‘Segment  Reporting,’’  requirements  for  separate  disclosure  or  aggregation.  The  Global
Services segment includes site equipment and tool services and industrial fleet services. In addition, Global
Services provides temporary staffing of technical, professional and administrative personnel for projects in
all segments.

The Power segment provides engineering, procurement, construction, program management, start-up
and  commissioning,  operations  and  maintenance  and  technical  services  to  the  gas  fueled,  solid  fueled,
environmental compliance, renewables, nuclear and power services markets. The Power segment includes
the  operations  of  NuScale  Power,  LLC,  the  Oregon-based  designer  of  small  modular  nuclear  reactors,
which  is managed as a separate operating segment  within the Power segment.

F-44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

The reportable segments follow the same accounting policies as those described in Major Accounting
Policies. Management evaluates a segment’s performance based upon segment profit. The company incurs
cost  and  expenses  and  holds  certain  assets  at  the  corporate  level  which  relate  to  its  business  as  a  whole.
Certain  of  these  amounts  have  been  charged  to  the  company’s  business  segments  by  various  methods,
largely  on  the  basis  of  usage.  Total  assets  not  allocated  to  segments  and  held  in  ‘‘Corporate  and  other’’
primarily  include  cash,  marketable  securities,  income-tax  related  assets,  pension  assets,  deferred
compensation trust assets and corporate property,  plant  and  equipment.

F-45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Operating Information by Segment

(in millions)

External revenue
Oil & Gas
Industrial & Infrastructure
Government
Global Services
Power

Total external revenue

Segment  profit (loss)

Oil & Gas
Industrial & Infrastructure
Government
Global Services
Power

Total segment profit

Depreciation and amortization  of fixed  assets

Oil & Gas
Industrial & Infrastructure
Government
Global Services
Power
Corporate and  other

Total depreciation and amortization  of  fixed  assets

Capital  expenditures

Oil & Gas
Industrial & Infrastructure
Government
Global Services
Power
Corporate and  other

Total capital expenditures

Total assets

Oil & Gas
Industrial & Infrastructure
Government
Global Services
Power
Corporate and  other

Total assets

Goodwill

Oil & Gas
Industrial & Infrastructure
Government
Global Services
Power

Total goodwill

F-46

Year Ended December 31,

2015

2014

2013

$10,040.2
4,070.6
2,557.4
499.1
946.7

$11,524.6
5,909.8
2,511.9
581.2
1,004.1

$11,620.5
10,987.0
2,749.1
605.8
1,389.2

$18,114.0

$21,531.6

$27,351.6

$

$

764.5
227.4
83.1
45.2
(88.0)

670.2
385.6
92.7
82.6
31.3

$

445.8
468.0
161.4
123.0
11.7

$ 1,032.2

$ 1,262.4

$ 1,209.9

$

$

$

— $
1.5
3.2
113.4
2.5
68.1

— $
2.6
5.4
111.8
1.6
70.3

188.7

$

191.7

$

— $
—
3.9
158.9
6.1
71.3

— $
8.3
2.2
224.0
2.1
88.1

$

240.2

$

324.7

$

—
1.5
9.5
117.7
1.1
76.5

206.3

—
2.9
4.1
145.3
1.3
134.9

288.5

$ 1,533.9
766.2
495.4
688.3
207.6
3,940.1

$ 1,745.3
848.2
540.1
781.9
178.6
4,100.3

$ 7,631.5

$ 8,194.4

$

$

7.1
15.6
58.0
20.3
10.6

7.1
16.9
58.0
20.4
10.6

$

111.6

$

113.0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

(cid:129) Government. Segment  profit  in  2013  included  pre-tax  income  of  $57  million  resulting  from  the
favorable  resolution  of  various  issues  with  the  U.S.  government  related  to  2001  -  2013.  Of  this
amount, $31 million was the result of resolving challenges as to the reimbursability of certain costs,
$11  million  was  the  result  of  a  favorable  court  ruling  that  resolved  certain  disputed  items  and
$15 million was related to the closeout  and  final disposition  of other matters.

(cid:129) Global  Services. During  2015,  2014  and  2013,  intercompany  revenue  for  the  Global  Services
segment, excluded from the amounts shown above, was $439 million, $531 million and $505 million,
respectively.

(cid:129) Power. Segment profit for 2015 included a loss of $60 million (including the reversal of previously
recognized profit) resulting from forecast revisions for a large gas-fired power plant in Brunswick
County, Virginia. Segment profit for 2015, 2014 and 2013 included the operations of NuScale, which
are  primarily  for  research  and  development  activities  associated  with  the  licensing  and
commercialization of small modular nuclear reactor technology. In May 2014, NuScale entered into
a  cost-sharing  agreement  with  the  DOE  establishing  the  terms  and  conditions  of  a  multi-year
funding  award  that  allows  certain  qualified  expenditures  to  be  reimbursed.  NuScale  expenses
included  in  the  determination  of  segment  profit  were  $80  million,  $46  million  and  $53  million
during 2015, 2014 and 2013, respectively. NuScale expenses for 2015 and 2014 were reported net of
qualified  reimbursable  expenses  of  $65  million  and  $38  million,  respectively.  The  company
recognizes  the  cost-sharing  award  with  the  DOE,  when  earned,  as  a  reduction  of  ‘‘Total  cost  of
revenue’’  in  the  Consolidated  Statement  of  Earnings  and,  correspondingly,  as  an  increase  to
segment profit in the period for which the related costs are recognized, with the exception of certain
pre-award  costs  which  were  recognized  in  the  second  quarter  of  2014  upon  entering  into  the
cost-sharing agreement.

Reconciliation of Total Segment Profit  to  Earnings from Continuing Operations Before Taxes

(in millions)

Total segment profit
Gain related to a partial sale of a subsidiary
Pension settlement charge
Corporate general and administrative expense
Interest income (expense), net
Earnings attributable to noncontrolling interests

Earnings from continuing operations before taxes

Year Ended December 31,

2015

2014

2013

$1,032.2
68.2
(239.9)
(168.3)
(28.1)
62.5

$1,262.4
—
—
(182.7)
(11.4)
136.6

$1,209.9
—
—
(175.1)
(12.5)
155.3

$ 726.6

$1,204.9

$1,177.6

F-47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

Operating Information by Geographic  Area

Engineering  services  for  international  projects  are  often  performed  within  the  United  States  or  a
country other than where the project is located. Revenue associated with these services has been classified
within the geographic area where the work was performed.

(in millions)

United States
Canada
Asia Pacific (includes Australia)
Europe
Central and South America
Middle East and Africa

Total

Non-Operating (Income) Expense

External Revenue
Year Ended December 31,

Total Assets
As of December 31,

2015

2014

2013

2015

2014

$ 7,857.3
2,459.3
870.4
2,509.2
2,560.4
1,857.4

$ 7,466.2
4,133.3
2,568.0
2,070.1
2,494.8
2,799.2

$ 7,295.0
6,275.8
4,503.4
2,096.3
3,509.7
3,671.4

$4,312.1
800.9
541.2
1,364.6
251.7
361.0

$4,598.4
900.4
724.7
1,178.0
371.7
421.2

$18,114.0

$21,531.6

$27,351.6

$7,631.5

$8,194.4

Non-operating income of $7 million was included in corporate general and administrative expense in
2015. Non-operating expense of $2 million was included in corporate general and administrative expense in
2013. There were no non-operating expenses during 2014.

17. Acquisitions and Divestitures

On September 30, 2015, the company sold 50% of its ownership of Fluor S.A., its principal Spanish
operating  subsidiary,  to  Sacyr  Industrial,  S.L.U.  for  a  cash  purchase  price  of  approximately  $46  million,
subject to certain purchase price adjustments. The company deconsolidated the subsidiary and recorded a
pre-tax non-operating gain of $68 million during the third quarter of 2015, which was determined based on
the sum of the proceeds received on the sale and the estimated fair value of the company’s retained 50%
noncontrolling interest, less the carrying value of the net assets associated with the former subsidiary. The
estimated fair value of the company’s retained noncontrolling interest was $44 million as of the transaction
date.  The  fair  value  was  estimated  using  a  combination  of  income-based  and  market-based  valuation
approaches  utilizing  unobservable  Level  3  inputs,  including  significant  management  assumptions  such  as
forecasted  revenue  and  operating  margins,  weighted  average  cost  of  capital  and  earnings  multiples.
Observable inputs, such as the cash consideration received for the divested share of the entity, were also
considered.

In  December  2015,  the  company  signed  an  agreement  with  U.K.-based  private  equity  firm  Arle
Capital  Partners  to  acquire  100  percent  of  Stork  Holding  B.V.  (‘‘Stork’’),  based  in  the  Netherlands,  for
A695 million (or approximately $755 million), including the assumption of debt and other liabilities. Stork
is a global provider of maintenance, modification and asset integrity services associated with large existing
industrial  facilities  in  the  oil  and  gas,  chemicals,  petrochemicals,  industrial  and  power  markets.  The
acquisition  is  expected  to  close  in  the  first  half  of  2016  and  is  subject  to  regulatory  approvals  and
consultation procedures. The company intends to use existing sources of liquidity, including existing lines
of credit to initially finance the transaction and expects to secure long-term financing through the issuance
of debt in international markets.

F-48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

18. Quarterly Financial Data (Unaudited)

The following is a summary of the quarterly results of operations:

(in millions,  except per share amounts)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Year ended December 31, 2015
Revenue
Cost of revenue
Earnings  (loss) from  continuing  operations

before  taxes

Earnings  (loss)  from continuing  operations
Loss  from discontinued  operations,  net  of

taxes

Net  earnings (loss)
Net  earnings (loss)  attributable  to  Fluor

Corporation

Basic earnings (loss) per share  attributable  to

Fluor  Corporation:
Earnings (loss) from continuing  operations
Loss from  discontinued operations,  net  of

taxes

Net  earnings  (loss)

Diluted  earnings (loss)  per  share attributable

to  Fluor  Corporation:
Earnings (loss)  from  continuing  operations
Loss from  discontinued  operations,  net  of

taxes

Net  earnings  (loss)

Year ended December  31,  2014
Revenue
Cost of revenue
Earnings  from  continuing  operations  before

taxes

Earnings  from continuing  operations
Loss  from discontinued  operations,  net  of

taxes

Net  earnings
Net  earnings attributable to Fluor

Corporation

Basic earnings (loss) per share  attributable  to

Fluor Corporation:
Earnings from  continuing  operations
Loss from discontinued  operations,  net  of

taxes

Net earnings

Diluted earnings (loss)  per  share attributable

to Fluor Corporation:
Earnings from  continuing  operations
Loss from discontinued operations,  net  of

taxes

Net earnings

$4,548.6
4,251.2

$4,810.1
4,516.1

$4,384.6
4,133.8

$4,370.7
4,118.3

248.9
165.6

—
165.6

144.1

238.8
160.7

—
160.7

148.5

278.2
186.8

(5.1)
181.7

171.3

(39.3)
(32.4)

(0.6)
(33.0)

(51.4)

$

0.98

$

1.02

$

1.22

$ (0.36)

—
0.98

0.96

—
0.96

—
1.02

1.00

—
1.00

(0.03)
1.19

1.21

(0.04)
1.17

—
(0.36)

(0.36)

—
(0.36)

$5,384.6
5,072.3

$5,251.7
4,906.4

$5,440.1
5,060.0

$5,455.2
5,093.8

271.5
193.3

—
193.3

149.1

285.3
195.2

(85.2)
110.0

77.8

343.4
228.7

(113.8)
114.9

69.5

304.7
234.9

(5.6)
229.3

214.5

$

0.93

$

1.03

$

1.17

$

1.43

—
0.93

0.92

—
0.92

(0.54)
0.49

1.02

(0.54)
0.48

(0.73)
0.44

1.15

(0.71)
0.44

(0.04)
1.39

1.41

(0.04)
1.37

Net earnings in the third quarter of 2015 included a pre-tax gain of $68 million (or $0.30 per diluted
share)  related  to  the  sale  of  50  percent  of  the  company’s  ownership  interest  in  its  principal  operating

F-49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FLUOR CORPORATION

subsidiary in Spain to facilitate the formation of an Oil & Gas joint venture. Net earnings in the third and
fourth quarters of 2015 included a pre-tax loss of $21 million (or $0.09 per diluted share) and $31 million
(or $0.14 per diluted share), respectively, resulting from forecast revisions for a large gas-fired power plant
in  Brunswick  County,  Virginia.  Net  earnings  in  the  third  and  fourth  quarters  of  2015  included  pre-tax
pension settlement charges of $9 million (or $0.04 per diluted share) and $231 million (or $1.04 per diluted
share), respectively.

Net earnings in 2014 and 2015 included losses from discontinued operations related to the previously
divested  lead  business  of  St.  Joe  Minerals  Corporation  and  The  Doe  Run  Company  in  Herculaneum,
Missouri. The 2014 losses from discontinued operations resulted from the reassessment of estimated loss
contingencies. The 2015 losses from discontinued operations resulted from the settlement of lead exposure
cases and the payment of legal fees incurred in connection with a pending indemnification action against
the buyer of the lead business for these settlements and others.

F-50

Design. Build. Deliver.

In 2015, the markets we serve faced a 
number of uncertainties and challenges. 
Still, Fluor stands strong.

For several years we have been hard 
at work, giving our business an even 
broader and more stable foundation. 
We have been focused on expanding 
and integrating our offering across 
the complete life cycle of a project in 
order to deepen our client relationships 
and capture more of their capital 
and operating spend. We have been 
adding essential components to our 
self-perform construction capabilities, 
including large-scale fabrication and 
modularization and a sizeable, highly 
skilled craft workforce. We also are 
becoming a leading global provider of 
operations and maintenance services, 
allowing us to extend our involvement 
with clients far beyond the completion
of their projects. 

Fluor is optimistic about the future. 
The strategies we pursue and the 
actions we take provide the foundation 
for long-term growth. This commitment 
is why the world’s leading companies 
routinely count on us to successfully 
execute their largest and most 
challenging projects. 

They are engaging us to design. 
They are trusting us to build. 
And perhaps most importantly, 
they are seeing us deliver.

SharShareholder Refer

eholder Referenceence

Common Stock Information
At February 19, 2016, there were 
138,917,663 shares outstanding and 
approximately 5,176 shareholders of 
record of Fluor’s common stock.

Registrar and Transfer Agent
Computershare 
P.O. Box 30170
College Station, TX 77842-3170
Telephone:  (877) 870-2366 
Web: www.computershare.com

Independent Registered Public
Accounting Firm 
Ernst & Young LLP  
One Victory Park 
Suite 2000 
2323 Victory Avenue 
Dallas, TX 75219

Annual Shareholders’ Meeting
Please visit investor.fluor.com for 
information regarding the time and 
location of our shareholders’ meeting. 

Stock Trading
Fluor’s stock is traded on the  
New York Stock Exchange.   
Common stock domestic 
trading symbol: FLR

Company Contacts
Shareholders may call  
(888) 432-1745

Investor Relations: 
Geoffrey D. Telfer
(469) 398-7070

Electronic Delivery of Annual Report  
and Proxy Statements
To expedite shareholders’ receipt of 
materials, lower the costs of the annual 
meeting and conserve natural resources, 
we are offering you, as a Fluor shareholder, 
the option of viewing future Fluor Annual 
Reports and Proxy Statements on the 
Internet. Please visit investor.fluor.com to 
register and learn more about this feature.

Fluor is a registered service mark of Fluor 
Corporation.  TRS is a registered service 
mark of TRS Staffing Solutions, Inc. AMECO 
is a registered service mark of American 
Equipment Company, Inc. 3rd Gen Modular 
Execution is a service mark of Fluor.
Fluor Constructors is a service mark of
Fluor Corporation.

mance Graph
Performance Graph
Perfor

The graph to the right depicts the 
Company’s total return to shareholders from 
December 31, 2010, through December 
31, 2015, relative to the performance of 
the S&P 500 Composite Index and the 
Dow Jones Heavy Construction Industry 
Group Index (“DJ Heavy”), which is a 
published industry index. This graph 
assumes the investment of $100 on 
December 31, 2010, in each of Fluor 
Corporation, the S&P 500 Composite Index 
and the DJ Heavy, and the reinvestment 
of dividends paid since that date.

$300

$200

$100

$0

Freeport-McMoRan Cerro Verde copper mine, 
Arequipa, Peru

2015 Annual Report

Envir
onmental Benefits Statement
Environmental Benefits Statement
Environmental impact estimates were 
made using the Environmental Defense 
Paper Calculator.

For Mor
For More Infor
www.papercalculator.org

e Information V

isit: 
mation Visit: 

By using Appleton Coated Utopia TWO: XTRA
Green, Fluor saved the following resources:

Trees: 30 fully grown
Water: 14,127 gallons
Kilo-watt Hours: 3812.97 kwh
Energy: 13.6 million BTU’s
Solid Waste: 946 pounds
Greenhouse Gases: 9,304 pounds

45419cvr.indd   2

3/1/16   3:36 PM

2010

2011

2012

2013

2014

2015

Fluor
Fluor

$100.00
$100.00

$76.56
$76.56

$90.59
$90.59

$125.02
$125.02

$95.38
$95.38

$75.50
$75.50

S&P 500

$100.00

$102.09

$118.41

$156.74

$178.21

$180.66

DJ Heavy
DJ Heavy

$100.00
$100.00

$82.12
$82.12

$99.21
$99.21

$129.67
$129.67

$96.06
$96.06

$84.45
$84.45

Design. Build. Deliver.

In 2015, the markets we serve faced a 
number of uncertainties and challenges. 
Still, Fluor stands strong.

For several years we have been hard 
at work, giving our business an even 
broader and more stable foundation. 
We have been focused on expanding 
and integrating our offering across 
the complete life cycle of a project in 
order to deepen our client relationships 
and capture more of their capital 
and operating spend. We have been 
adding essential components to our 
self-perform construction capabilities, 
including large-scale fabrication and 
modularization and a sizeable, highly 
skilled craft workforce. We also are 
becoming a leading global provider of 
operations and maintenance services, 
allowing us to extend our involvement 
with clients far beyond the completion
of their projects. 

Fluor is optimistic about the future. 
The strategies we pursue and the 
actions we take provide the foundation 
for long-term growth. This commitment 
is why the world’s leading companies 
routinely count on us to successfully 
execute their largest and most 
challenging projects. 

They are engaging us to design. 
They are trusting us to build. 
And perhaps most importantly, 
they are seeing us deliver.

SharShareholder Refer

eholder Referenceence

Common Stock Information
At February 19, 2016, there were 
138,917,663 shares outstanding and 
approximately 5,176 shareholders of 
record of Fluor’s common stock.

Registrar and Transfer Agent
Computershare 
P.O. Box 30170
College Station, TX 77842-3170
Telephone:  (877) 870-2366 
Web: www.computershare.com

Independent Registered Public
Accounting Firm 
Ernst & Young LLP  
One Victory Park 
Suite 2000 
2323 Victory Avenue 
Dallas, TX 75219

Annual Shareholders’ Meeting
Please visit investor.fluor.com for 
information regarding the time and 
location of our shareholders’ meeting. 

Stock Trading
Fluor’s stock is traded on the  
New York Stock Exchange.   
Common stock domestic 
trading symbol: FLR

Company Contacts
Shareholders may call  
(888) 432-1745

Investor Relations: 
Geoffrey D. Telfer
(469) 398-7070

Electronic Delivery of Annual Report  
and Proxy Statements
To expedite shareholders’ receipt of 
materials, lower the costs of the annual 
meeting and conserve natural resources, 
we are offering you, as a Fluor shareholder, 
the option of viewing future Fluor Annual 
Reports and Proxy Statements on the 
Internet. Please visit investor.fluor.com to 
register and learn more about this feature.

Fluor is a registered service mark of Fluor 
Corporation.  TRS is a registered service 
mark of TRS Staffing Solutions, Inc. AMECO 
is a registered service mark of American 
Equipment Company, Inc. 3rd Gen Modular 
Execution is a service mark of Fluor.
Fluor Constructors is a service mark of
Fluor Corporation.

mance Graph
Performance Graph
Perfor

The graph to the right depicts the 
Company’s total return to shareholders from 
December 31, 2010, through December 
31, 2015, relative to the performance of 
the S&P 500 Composite Index and the 
Dow Jones Heavy Construction Industry 
Group Index (“DJ Heavy”), which is a 
published industry index. This graph 
assumes the investment of $100 on 
December 31, 2010, in each of Fluor 
Corporation, the S&P 500 Composite Index 
and the DJ Heavy, and the reinvestment 
of dividends paid since that date.

$300

$200

$100

$0

Freeport-McMoRan Cerro Verde copper mine, 
Arequipa, Peru

2015 Annual Report

Envir
onmental Benefits Statement
Environmental Benefits Statement
Environmental impact estimates were 
made using the Environmental Defense 
Paper Calculator.

For Mor
For More Infor
www.papercalculator.org

e Information V

isit: 
mation Visit: 

By using Appleton Coated Utopia TWO: XTRA
Green, Fluor saved the following resources:

Trees: 30 fully grown
Water: 14,127 gallons
Kilo-watt Hours: 3812.97 kwh
Energy: 13.6 million BTU’s
Solid Waste: 946 pounds
Greenhouse Gases: 9,304 pounds

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3/1/16   3:36 PM

2010

2011

2012

2013

2014

2015

Fluor
Fluor

$100.00
$100.00

$76.56
$76.56

$90.59
$90.59

$125.02
$125.02

$95.38
$95.38

$75.50
$75.50

S&P 500

$100.00

$102.09

$118.41

$156.74

$178.21

$180.66

DJ Heavy
DJ Heavy

$100.00
$100.00

$82.12
$82.12

$99.21
$99.21

$129.67
$129.67

$96.06
$96.06

$84.45
$84.45

Design. Build. Deliver.
2015 Annual Report

2015 Annual Report
2015 Annual Report

Table of Contents:
Table of Contents:

0202
0808
1010
1414
1818
2020
2222
2424
2525
2626
2727
2929

Shareholder Letter
Shareholder Letter

Company Overview
Company Overview

Oil & Gas
Oil & Gas

Industrial & Infrastructure
Industrial & Infrastructure

Government
Government

Power
Power

Global Services
Global Services

New Awards & Backlog Data
New Awards & Backlog Data

Selected Financial Data
Selected Financial Data

Board of Directors
Board of Directors

Officers
Officers

Form 10-K
Form 10-K

FLUOR CORPORATION (NYSE: FLR) is one of the largest professional services firms, 
FLUOR CORPORATION (NYSE: FLR) is one of the largest professional services firms, 
providing engineering, procurement, construction, fabrication and modularization, 
providing engineering, procurement, construction, fabrication and modularization, 
commissioning and maintenance, as well as project management services on a global 
commissioning and maintenance, as well as project management services on a global 
basis. Fluor, through its operating subsidiaries, is an integrated solutions provider 
basis. Fluor, through its operating subsidiaries, is an integrated solutions provider 
for clients in a diverse set of industries worldwide, including oil and gas, chemicals 
for clients in a diverse set of industries worldwide, including oil and gas, chemicals 
and petrochemicals, transportation, mining and metals, power, life sciences and 
and petrochemicals, transportation, mining and metals, power, life sciences and 
manufacturing. Fluor is also a service provider to the U.S. federal government and 
manufacturing. Fluor is also a service provider to the U.S. federal government and 
other governments abroad, and performs operations and maintenance activities 
other governments abroad, and performs operations and maintenance activities 
globally for major industrial clients.
globally for major industrial clients.

FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS
This annual report contains statements that may constitute forward-looking statements 
This annual report contains statements that may constitute forward-looking statements 
involving risks and uncertainties, including statements about our projected earning 
involving risks and uncertainties, including statements about our projected earning 
levels, market outlook, new awards, backlog levels, competition, the adequacy of funds 
levels, market outlook, new awards, backlog levels, competition, the adequacy of funds 
to service debt, and the implementation of strategic initiatives, including investments 
to service debt, and the implementation of strategic initiatives, including investments 
and acquisitions. These forward-looking statements reflect the Company’s current 
and acquisitions. These forward-looking statements reflect the Company’s current 
analysis of existing information as of the date of this annual report, and are subject 
analysis of existing information as of the date of this annual report, and are subject 
to various risks and uncertainties. As a result, caution must be exercised in relying 
to various risks and uncertainties. As a result, caution must be exercised in relying 
on forward-looking statements. Due to known and unknown risks, the Company’s 
on forward-looking statements. Due to known and unknown risks, the Company’s 
actual results may differ materially from our expectations or projections. Additional 
actual results may differ materially from our expectations or projections. Additional 
information concerning factors that may influence Fluor’s results can be found in the 
information concerning factors that may influence Fluor’s results can be found in the 
Form 10-K that follows this annual report, under the heading “Item 1A. Risk Factors.”
Form 10-K that follows this annual report, under the heading “Item 1A. Risk Factors.”

2/29/16   10:14 AM

Fluor Corporation
6700 Las Colinas Blvd. Irving, TX 75039

Fluor.com

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