Corporate Responsibility2011

www.freese.com

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At Freese and Nichols, we believe in investing in the wellness of our employees, being good stewards of our resources, and giving back to the civic and professional organizations that govern our communities and professions. Simply said: this is our corporate responsibility.

The four aspects of corporate responsibility – wellness, sustainability, community service and professional service – have been a part of our culture for more than a century. Founder Major John B. Hawley believed that investing in employees and giving back to our communities would provide the foundation for successful employees and prosperous business.

Today’s leadership carries forth these traditions as essential aspects of our culture.

Wellness – We provide health and wellness programs and promote athletic activities and team building through our LiveWell Program.

Sustainability – We promote conservation of resources and support the future of sustainable civil engineering projects through charter membership in the Institute for Sustainable Infrastructure.

Community Service – We give back to the communities in which we live and work by encouraging employees to volunteer and serve those in need.

Professional Service – We support employees’ continuing education efforts and contribute to the professional communities in which we work.

In our work, communities, environment and professions, we are committed to improving the quality of life and conserving the resources we use on a daily basis. The following pages highlight a sampling of our activities in 2011.

Robert F. Pence, P.E., BCEE President and CEO Freese and Nichols, Inc.

OFFICE LOCATIONS• Fort Worth - Corporate• Austin• Corpus Christi• Dallas

• Houston/Pearland• Richardson/McKinney• San Antonio

CONTENTS

4 6 8 10WellnessAt Freese and Nichols, we value our employees, their health and the health of their families. This year, our LiveWell Program focused on expanded programs and activities to help employees maintain or regain their health.

Community ServiceAt Freese and Nichols, community service has been ingrained in our culture since our founding. Today, we believe in giving back to the organizations that serve the communities in which we live, work and play.

SustainabilityFreese and Nichols’ practice of sustainability is focused on our workplace, project environments and partnerships with clients. In our practices, we strive to meet the needs of the present without compromising the ability of future generations to meet their own needs.

Professional ServiceContinuing education has been emphasized at Freese and Nichols for more than a century. Today’s practice of learning and development focuses on employee education and giving back to the professional organizations that govern our professions.

View our full Corporate Responsibility photo gallery by scanning the code at right.

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The first initiative of our LiveWell Program was a run/walk reimbursement for organized events. All employees who participated in an organized running or walking event in 2011 were reimbursed up to $25 annually for registration fees. This initiative supported and even launched new activity among employees, both as individuals and teams.

One example includes Freese and Nichols’ participation in the Victory Over Violence Race benefitting The Women’s Center of Fort Worth. Our team has participated for three years, but this year we placed third in the fastest team category. Employees and their families participated on Freese and Nichols’ team.

The City of Richardson’s Corporate Challenge benefitting Special Olympics Texas is another annual event in which our employees team together and represent Freese and Nichols in numerous competitions between August and October. The event brings together Freese and Nichols’ employees from our DFW area offices, fostering team building and relationships across offices and groups. Our team received medals in multiple events, including a silver medal in volleyball and a gold medal in the Punt, Pass and Kick competition.

In addition, Freese and Nichols’ annual golf tournament provides a day of friendly competition and activity among employees, family and clients. Throughout the year, our employees also organized team events, including an ultimate frisbee match and an intramural basketball team to promote fitness and sportsmanship among employees.

Freese and Nichols realizes the importance of strong teams, not only throughout projects but also in our everyday work environment. We encourage employees to have a little fun and participate in events that help them understand how to work together and communicate better.

Our Southeast region offices, located in Houston and Pearland, sponsored a team building event this spring at Minute Maid Park, home of the Houston Astros, in downtown Houston. Teams competed in a Grand Slam Scavenger Hunt, following clues to areas where they had to complete specific tasks. Jeff Taylor, Southeast Division Manager, commented on the importance of the event, “Team building in the Southeast Region gives our employees the opportunity to develop working relationships in a fun setting outside the office. Our Houston and Pearland employees work together frequently, and these events are a unique opportunity to learn more about their co-workers.”

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Freese and Nichols has been a long-time supporter of workplace wellness by providing activities, incentives and educational opportunities that focus on helping employees maintain or regain their health. In 2011, we responded to positive feedback from 2010’s wellness initiatives and provided additional enhancements to our wellness program, LiveWell.

LiveWell focuses on helping employees live healthier, happier lives. Through our established wellness program and activities over the past few years, our employees have increased awareness of their health, and many have made significant lifestyle changes.

In 2011, Freese and Nichols hosted a series of Lunch-N-Learn Programs titled Lose and Win. The program was offered in all offices, and participants in Fort Worth were asked to make a commitment to attend four of the six meetings. The kick-off meeting featured a pedometer giveaway and, each week, participants were faced with a step challenge to become more active throughout their day. Those who recorded their daily step count with their pedometer were entered in drawings throughout the program.

In addition, Weight Watchers at Work returned to the Fort Worth office in 2011. Employees, spouses and friends were eligible to participate in the program, which included 17 weekly on-site meetings, access to online Weight Watchers eTools, and support and guidance from a trained Weight Watchers staff member. At the program’s conclusion, the group lost approximately 175 pounds. Another Weight Watchers at Work program began in the fall of 2011 and continued into 2012.

LiveWell Focuses on Employee Health

Athletic Events Promote Fitness

Team Building Scores Home Run

Top: Freese and Nichols’ Corporate Challenge softball team completing post-game handshakes

Inset left: Freese and Nichols’ Austin office teamed with clients for the Water for People Charity Volleyball Tournament

Inset right: Freese and Nichols’ team members for the ultimate frisbee match

“Team building ... gives our employees the opportunity to develop working relationships in a fun setting outside the office.” – Jeff Taylor, Southeast Division Manager

WELLNESS

Nick Lester and Ryan Opgenorth competed in the Victory Over

Violence Race in Fort Worth

Kevin Johnson, Kat Ytem, Katie Hogan and Ben McWhorter

won a gold medal in the Corporate Challenge’s Punt,

Pass and Kick competition

Jeff Payne and his family attended an employee picnic at Six Flags

Southeast Region team building event in Houston

Southeast Region family picnic in Missouri City

Last year, Freese and Nichols’ in-house sustainability initiative aimed to reduce paper consumption through double-sided printing, electronic PDF files, black and white defaults on copiers, and “bring your own handouts” for meetings.

As a result of instituting these practices in October 2010, we’ve reduced our paper consumption from copiers by 32 percent. This equates to 134 pieces of paper per month per employee or approximately 94 trees per year. In addition, we switched to recycled paper that contains 30 percent recycled content.

Further, our Accounting Group uses electronic routing for invoices. Use of electronic files for contracts and billing has reduced the number of hardcopy contracts by one-half and hardcopy client invoices by more than one-third. Our Construction Services Group uses electronic bidding saving time and money for our company, clients and contractors.

Freese and Nichols’ sustainability practices also extend to our projects. As part of our program management of DFW Airport’s $2-billion Terminal Renewal Improvement Program, we implemented an electronic plan review process that has reduced printing requirements by over 90 percent. We also utilize electronic practices during the construction process via use of iPads to access and update electronic data in the field.

We believe the changes we make today will impact future generations, and we will continue on our journey to become more sustainable in the workplace.

Getting Greener in the Workplace: One Year Later

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The Colorado River Municipal Water District (CRMWD) will launch its first water reclamation plant in 2012 with the goal to “reclaim 100 percent of the water, 100 percent of the time.” Freese and Nichols is lead consultant on this $13.6 million project that includes design and construction of the plant and transmission facilities.

Challenged by lower water supply and extended periods of low rainfall, the Permian Basin of West Texas has faced a long-term drought since 1996. CRMWD has practiced water reuse for three decades and is increasing its reclamation practices through new concepts on this project.

The water reclamation program is the first of its kind in North America and includes:

• Intercepting up to 2.5 million gallons per day of filtered secondary effluent

• Transferring effluent to an adjacent treatment site• Using membrane filtration, reverse osmosis and advanced oxidation

to treat water prior to blending with raw surface water

Three separate water reclamation projects, the first to go live in 2012, will yield a potential net average of 13 million gallons of water per day. Reclaimed water from this project will provide up to 15 percent of blended raw water in pipelines and will be distributed to a service area population of approximately 350,000 throughout cities such as Big Spring, Snyder, Odessa and Midland.

Conservation of resources is a priority at Freese and Nichols, and we support the development and implementation of sustainable practices to enhance our environmental commitment on projects. We implemented the U.S. Green Building Council’s guidelines for facility design and construction standards, and our staff includes 19 LEED®-accredited professionals and three LEED® Green Associates. Today’s sustainability practices are expanding to include sustainable land design through the SITESTM Initiative and sustainable civil engineering projects as part of the EnvisionTM Program.

The American Society of Civil Engineers, American Public Works Association and American Council of Engineering Companies have joined forces to develop a rating system named EnvisionTM for civil infrastructure projects. The Institute for Sustainable Infrastructure (ISI) is the organization that will implement and oversee EnvisionTM. Applicable to a wide range of civil engineering projects, the program extends sustainability to the vast engineering fields in which we work on a daily basis – water/wastewater systems, roadways, and dams and levees, to name a few.

As we work toward continued project sustainability for our clients, we find this program a valuable asset to the engineering field. Freese and Nichols is an active participant in EnvisionTM as a charter member of ISI with five employees providing leadership and feedback on the Board of Directors Advisory Council.

Top: Freese and Nichols designed the new student center for Central Texas College to LEED® standards.

Inset left and right: Freese and Nichols’ design improvements to Coombs Creek and Stevens Park Golf Course included live crib walls, live staking and riffle pool creation.

CRMWD’s water reclamation program is the first of its kind in

North America. The program will provide 15 percent of blended

raw water in CRMWD’s pipelines.

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SUSTAINABILITY

Since October 2010, we’ve reduced our

paper consumption from copiers by 32 percent,

saving 94 trees per year.

Envisioning the Future of Sustainability

Aiming for 100 Percent Water Reclamation

In our support of sustainability guidelines for

civil engineering projects, we have

joined the Institute for Sustainable

Infrastructure as a charter member.

Congratulations to the following professionals who earned LEED® accreditation in the past year:

Jeremy Rice, LEED® Green Associate

Tim Sansone, EIT, LEED® Green Associate

Misty Tomison, EIT, LEED® Green Associate

Developing Tomorrow’s LeadersFreese and Nichols understands that the young scholars of today will become the leaders of tomorrow. We are committed to providing programs, services and resources to schools and educational providers.

Freese and Nichols reaches out to support and encourage schools in our community. Through Fort Worth Independent School District’s Adopt-a-School Program, we host top reader lunches and provide volunteers and speakers for school events at South Hills Elementary School and Wedgewood Middle School in Fort Worth. In addition, this year marked our 15th year as a host in the Vital Link Program, a week-long, summer internship for upcoming seventh grade students to connect the classroom to the workplace. In recognition of our commitment to schools, Freese and Nichols was awarded the Golden Achievement Award for Partnership Excellence for the 2010-2011 school year. We are humbled to see how our active support of programs in local schools can provide resources for future generations.

This year, Freese and Nichols also sponsored both a Young Women’s Career Day and a Young Men’s Career Day. Relatives and close friends of Freese and Nichols’ employees attended the separate events for a real-world look into careers offered at Freese and Nichols. With inspiring lectures, adventurous site visits, hands-on projects and employee office tours, the students were encouraged to dream big. In addition, attendees learned about the importance of volunteerism, mentoring, life-long learning, and self respect and value. This unique experience inspired and encouraged the young men and women, as well as equipped them with tools to succeed in their future personal and professional lives.

We CAN Do It!CANstruction® is an international effort that supports local and regional competitions to challenge architects, engineers, interior designers and students to create huge sculptures made from cans of food. The Fort Worth area CANstruction® competition food structures are donated to the Tarrant Area Food Bank to serve families in need in Tarrant County and 13 surrounding counties (after exhibition and judging). As a result, thousands of local hungry people are fed, a greater awareness of the issues surrounding hunger is brought home to the public, and a spotlight is placed on the design and construction industry giving back to the communities it helps build.

Freese and Nichols holds an internal fund raising campaign each year to raise money for the cans needed to complete the team’s structure. Employees donate $10 for a case of cans, and in a typical year, the campaign raises approximately $4,000-$5,000, enough money to build the structure.

Freese and Nichols has participated in CANstruction® for 11 consecutive years and has received recognition for our CANstructures® at the local and national level. We have been honored with the Structural Integrity Award, Jurors’ Favorite Award and People’s Choice Award locally, and we have competed at the national level twice, winning awards in 2003 and 2006.

Summary of Community InvolvementCommunity service is a firm tradition and one of our firm’s guiding principles: we give back to our communities. Through partnerships with non-profit organizations, the Freese and Nichols team does more than serve our communities; we are stewards for them. We build relationships, dedicate time and take action in the communities we serve. Currently, 45 Freese and Nichols employees serve in leadership positions for civic organizations.

As we celebrated Freese and Nichols’ 110-year anniversary in 2004, we asked employees to record their community service hours. The program was such a great success that we decided to continue logging community service hours as an annual program.

In 2010, our 116th year of service, we recognized community service volunteers as a group at our annual meeting, and for each employee who met or exceeded 116 community service hours, Freese and Nichols donated $116 to the charitable organization of their choice.

BY THE NUMBERS, 2010Organizations served 217Hours volunteered 7,520Hours volunteered since 2004 50,339

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Top: Nilza Boldenow (second from right) shows participants around a project site in Fort Worth as part of Freese and Nichols’ Young Women’s Career Day

Inset left: Freese and Nichols’ Austin office delivered needed supplies to the Austin Disaster Relief Network warehouse in response to wildfires in the Bastrop area.

Inset right: Bob Nichols (back row, fourth from left) was awarded the 2011 Trail of Honor-Path of Lifetime Service Award by the Ozark Trails Boy Scout Council in Springfield, Missouri

Freese and Nichols’ 2011 CANstruction® entry, based on

the virually popular Angry Birds game, won Jurors’ favorite.

The Corpus Christi office built a home access ramp as part of

the RAMP IT UP! program

The Pearland and Houston offices participated in a Trash

Bash for Buffalo Bayou

Dallas employees volunteered at Union Gospel Mission

COMMUNITY SERVICE Since 2007, Freese and Nichols has donated more than

30,421 cans to CANstruction®.

Culture of Continuous LearningAt Freese and Nichols, we have been emphasizing education for more than a century. Founder Major John B. Hawley began the tradition in the mid-1890s by offering financial support to students and employees pursuing higher education. He believed that continuing education was essential to a professional career, and today, this belief is integral to our culture.

Freese and Nichols University (FN University), our in-house education and training program, continues our founder’s emphasis on education as a life-long process. Our employees can enroll in more than 150 classes ranging from communication and teamwork to software and technology, as well as quarterly Continuous Improvement lunch programs, project management certification, professional ethics workshops, and management training and leadership development.

In addition, our tuition reimbursement program gives eligible employees the opportunity to pursue approved college-level courses and degrees. We also support professional certification and licensing by providing reimbursement for exam application and fees, as well as spot bonuses and company-wide recognition.

The practices of Major Hawley laid the groundwork for the professional success and advancement of our employees. The value received from learning opportunities in the classroom benefits our employees’ professions and our firm as a whole.

Freese and Nichols extends the benefit of FN University to clients through in-house classes and seminars. Our subject matter experts present relevant and valuable information on topics such as fluvial geomorphology, biological nutrient removal, municipal CIP funding and construction management.

Our firm founders were also leaders in the professional and regulatory organizations that now govern our professions. Major Hawley helped establish the Texas Section of the American Society of Civil Engineers, and our involvement in numerous organizations continues today. In addition to membership in local, state and national organizations, we encourage involvement in leadership positions to advance the fields in which we work. This year, 49 employees held leadership positions in professional organizations.

Freese and Nichols’ employees also share new practices and lessons learned on projects, often in cooperation with our clients, by contributing their time and knowledge through papers and presentations, where, annually, our employees contribute approximately 50 papers and presentations to local and national conferences.

The emphasis of giving back to our professions is a belief embraced in our culture and practiced by our employees. We believe that the amount we contribute outside our firm will benefit the future of our vocations and our leaders.

Bob Pence honored as the 2011 Leadership Fort Worth Fellow

Bob Pence accepting Freese and Nichols’ proclamation plaque from

Fort Worth’s Mayor Moncrief

Bob Pence leading the yearly Strategic Plan Roll-out

to employees

Jim Nichols at a Professional Ethics Workshop for clients and

employees in Fort Worth

Jason Afinowicz participated in the Rice Design Alliance as a

speaker in the Water Civic ForumPhoto credit: Rice Design Alliance

Tradition of Quality LeadershipUnder the leadership of President and CEO Bob Pence, P.E., BCEE, Freese and Nichols has embraced today’s success driven by quality leadership and continuous improvement. After Freese and Nichols received the Malcolm BaIdrige National Quality Award in 2010, Bob shared best practices and lessons learned via conferences, publications and even the radio throughout Texas, Oklahoma and New Mexico.

At a corporate level, Bob has championed and expanded Freese and Nichols’ support for professional education, membership in professional organizations, development of papers and presentations, attendance at conferences, and involvement in community service. Bob’s leadership also reaches the Fort Worth community. He is a familiar presence in community organizations as past chair of the local United Way campaign, and he supports public education through efforts such as serving as co-chair of the Fort Worth Independent School District’s Stay-in-School initiative.

This year, Bob was recognized as the 2011 Leadership Fort Worth Fellow. In addition, he was honored as CEO of the Year for a Private Company by the Fort Worth Business Press.

As an advocate for education and community involvement, Bob has strengthened Freese and Nichols’ foundation of professional service and implanted a lasting impression on our company and the surrounding community.

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“It has been my good fortune, during the past 40 years, to be in position to loan students money for their college work and post-graduate work.”– Major John B. Hawley, Founder, correspondence mid-1930s

This year, 49 employees held

leadership positions in professional organizations.

Inset left: Diana Thomas facilitates a Crucial Conversations class for employees in Fort Worth

Inset right: Freese and Nichols hosted a White House Business Council roundtable with business and community leaders in Fort Worth

PROFESSIONAL SERVICE

Dedication to Professional Community

Freese and Nichols has provided innova ve solu ons for Texas since 1894, when founder John Hawley became one of the state’s fi rst independent water and sewer engineers. We are a mul -discipline engineering, architecture, environmental science, construc on services and master planning fi rm with offi ces across Texas to serve our clients.

On the Cover: Freese and Nichols designed the two-span crossing over Freitag Creek in Bee Cave. The project included two limestone drop structures to stabilize stream slope and use of na ve plan ngs and live fascines to minimize erosion and promote channel stability.

On the Back: Freese and Nichols’ design and construc on of Addison’s Elevated Water Storage Tank includes wind turbines on top of the tank to generate approximately 70,000 kW/hours of energy per year, enough to power the tank and tank site, with excess energy sold back to the grid.

MissionInnova ve approaches … Prac cal results … Outstanding service

VisionBe the fi rm of choice for clients and employees

Guiding PrinciplesWe are ethicalWe deliver qualityWe are responsiveWe add valueWe improve con nuouslyWe develop professionallyWe respect othersWe appreciate our employees and clientsWe give back to our communi es