As reported by the Company’ FORM 10-Q for the quarterly period ended June 30, 2005, tthe company has consummated settlement of an action in which the plaintiffs alleged that certain Fluor officers and directors violated the Securities Exchange Act of 1934 by providing false or misleading statements about the company’s business and prospects. These complaints purported to be class action complaints brought on behalf of purchasers of the company’s stock during the period from May 22, 1996 through February 18, 1997. During the first quarter of 2005 the company, its insurer and the plaintiffs reached an agreement to settle this proceeding for $18 million without any admission of company liability, of which $16 million was paid by the company’s insurers. The remaining $2 million had been previously provided, and therefore, did not affect operating results for the first half of 2005. A hearing to confirm the settlement was held on June 27, 2005 and the court approved the settlement on June 29, 2005.

According to the docket, on August 6, 2002, the plaintiff filed a Notice of Appeal in response to Judge Alicemarie H. Stotler’s Order dismissing the Third Consolidated Amended Complaint. On January 27, 2004, the Court entered the Mandate by the Ninth Circuit Court of Appeals reversing and remanding the action. On February 11, 2004, the plaintiff soon after filed a Fourth Consolidated Amended Complaint. A Stipulation of Settlement was filed and on March 31, 2005, Judge Alicemarie H. Stotler preliminarily approved the settlement. A hearing is set for June 27, 2005.

The original complaint alleges Fluor Corporation lied to shareholders about the company's financial condition in order to temporarily boost its stock price to trigger executive bonuses, a lawsuit filed Friday alleges. The suit, filed in federal court in Santa Ana, accuses the construction and engineering company and its top executives of hiding massive cost overruns at two power-plant sites. The company continued to perform well both on the bottom line and on Wall Street, landing the company's top executives incentive pay.