FLUOR CORP/DE/ - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED OCTOBER 31, 1993

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM ______________________ TO _______________________

COMMISSION FILE NO. 1-7775

FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 95-0740960
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3333 MICHELSON DRIVE
IRVINE, CALIFORNIA 92730
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 975-2000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
Common Stock, $0.625 par value REGISTERED
New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---

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. X
---

The aggregate market value of the registrant's voting stock held by non-
affiliates was $3,306,756,021 on January 12, 1994, based upon the average
between the highest and lowest sales prices of the registrant's Common Stock as
reported in the consolidated transactions reporting system.

Common Stock outstanding as of January 12, 1994--82,104,868 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV incorporate certain information by reference from the
registrant's Annual Report to stockholders for the fiscal year ended October
31, 1993.

Part III incorporates certain information by reference from the registrant's
definitive proxy statement for the annual meeting of stockholders to be held on
March 8, 1994, which proxy statement will be filed no later than 120 days after
the close of the registrant's fiscal year ended October 31, 1993.

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PART I

ITEM 1. BUSINESS.

Fluor Corporation ("Fluor" or the "Company") was incorporated in Delaware in
1978 as a successor in interest to a California corporation of the same name
that was originally incorporated in 1924. Its executive offices are located at
3333 Michelson Drive, Irvine, California 92730, telephone number (714) 975-
2000.

Through Fluor Daniel, Inc. and other domestic and foreign subsidiaries, the
Company provides engineering, procurement, construction, maintenance and
related technical services on a worldwide basis to an extensive range of
industrial, commercial, utility, natural resources, energy and governmental
clients.

The Company maintains investments in coal-related businesses through its
ownership of Massey Coal Company ("Massey"). In November of 1992, the Company
announced its decision to exit its lead business and classified the business as
a discontinued operation in the Company's consolidated financial statements.

A summary of the Company's operations and activities by business segment and
geographic area is set forth below.

ENGINEERING AND CONSTRUCTION

The Fluor Daniel group of domestic and foreign companies ("Fluor Daniel")
provides a full range of engineering, construction and related services on a
worldwide basis to clients in five broad market sectors: Hydrocarbon,
Industrial, Government, Process and Power. The types of services provided by
Fluor Daniel, directly or through companies or partnerships jointly owned or
affiliations with other companies, include: feasibility studies, conceptual
design, engineering, procurement, project and construction management,
construction, maintenance, plant operations, technical, project financing,
quality assurance/quality control, start-up assistance, site evaluation,
licensing, consulting and environmental services.

Fluor Constructors International, Inc. ("Fluor Constructors") is organized
and operated separately from Fluor Daniel. Fluor Constructors provides
construction management, construction and maintenance services in the United
States and Canada. Fluor Constructors is the Company's union construction arm.

American Equipment Company, a wholly owned Fluor subsidiary, provides
construction equipment, tools and related asset management services to Fluor
Daniel, Fluor Constructors and the construction/maintenance industry at large
through strategically located support centers.

The engineering and construction business is conducted under various types of
contractual arrangements, including cost reimbursable (plus fixed or percentage
fee), all-inclusive rate, unit price, fixed or maximum price and incentive fee
contracts. Contracts are either competitively bid and awarded or individually
negotiated. In terms of dollar amount, the majority of contracts are of the
cost reimbursable type. In certain instances, the Company has guaranteed
facility completion by a scheduled acceptance date and/or achievement of
certain acceptance and performance testing levels. Failure to meet any such
schedule or performance requirements could result in costs that exceed project
profit margins.

The markets served by the business are highly competitive and for the most
part require substantial resources, particularly highly skilled and experienced
technical personnel. There are a large number of companies competing in the
markets served by the business. Competition is primarily centered on
performance and the ability to provide the engineering, planning and management
skills required to complete complex projects in a timely and cost efficient
manner. The business derives its competitive strength from its diversity,
reputation for quality, worldwide procurement capability, project management
expertise, geographic coverage, ability to meet client requirements by
performing construction on either a union or non-

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union basis, ability to execute projects of varying sizes, strong safety record
and lengthy experience with a wide range of services and technologies.

Design and engineering services provided by the business involve the
continual development of new and improved versions of existing processes,
materials or techniques, some of which are patented. However, none of the
existing or pending patents held or licensed by the business are considered
essential to operations. Generally, the development and improvement of
processes, materials and techniques are performed as part of design and
engineering services in connection with the projects undertaken for various
clients.

FLUOR DANIEL

Fluor Daniel serves five broad market sectors: Hydrocarbon, Industrial,
Government, Process and Power. Services are provided through 12 global business
units that focus on specific markets within each sector. The business units
rely on a network of operations centers and regional offices to provide
resources and expertise in support of project execution worldwide.

In the United States, services are provided primarily through Fluor Daniel,
Inc. Principal offices are located in Irvine, California; Greenville, South
Carolina; Houston (Sugar Land office), Texas; Chicago, Illinois; Anchorage,
Alaska; Tulsa, Oklahoma; and Philadelphia, Pennsylvania (Marlton, New Jersey
office). Additional North American operations are conducted through Fluor
Daniel Canada, Inc. in Canada and Fluor Daniel Caribbean, Inc. in Puerto Rico.

The international operations of the group are divided into regional areas.
The Asia Pacific region includes the following operating subsidiaries: Fluor
Daniel Australia Limited; Fluor Daniel China, Inc.; Fluor Daniel Eastern, Inc.
(Indonesia); Fluor Daniel Engineers & Constructors, Ltd. (Hong Kong); Fluor
Daniel (Japan) Inc.; Fluor Daniel (Malaysia) Sdn. Bhd.; Fluor Daniel Pacific,
Inc. (the Philippines); and Fluor Daniel Thailand, Ltd. Operating subsidiaries
for the Europe region include: Fluor Daniel B.V. (the Netherlands); Fluor
Daniel Espana, S.A. (Spain); Fluor Daniel GmbH (Germany); and Fluor Daniel
Limited (England). Operating subsidiaries for the Middle East region include
Fluor Daniel Arabia Limited. Latin American operations are conducted in
Venezuela through Tecnofluor C.A. (a company which is jointly owned with
Tecnoconsult S.A., a Venezuelan engineering company), in Mexico through ICA
Fluor Daniel (a joint equity company with Grupo ICA) and through Fluor Daniel
Chile S.A.

While the United States will remain an important market for Fluor Daniel's
services, increasingly the largest share of opportunities are located outside
the United States. Demand for higher living standards is driving strong
economic growth in developing economies, particularly in the Asia Pacific and
Latin American regions. Expansion of basic industries is increasing fundamental
energy requirements and infrastructure needs. Globalization of markets and
geopolitical change is also stimulating strategic investments in new production
facilities in these emerging markets.

Due largely to weak economies and capital spending within certain United
States, European and Middle Eastern markets, the Government, Process,
Industrial and Power sectors experienced declines in new awards in fiscal 1993
that were only partially offset by an increase in the Hydrocarbon sector. There
continue to be a number of megaproject opportunities, particularly outside the
United States. These projects develop slowly and, therefore, could create
variability in the Company's incoming order and backlog pattern.

The operations of Fluor Daniel are detailed below by market sector.

Hydrocarbon

Services provided to the Hydrocarbon sector include services for refining and
processing plants, production facilities, oil and gas transmission systems and
related facilities for petroleum, petrochemical and natural gas clients. These
services are provided through the Petroleum and Petrochemicals, and Production
and Pipelines business units.

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During fiscal 1993, Hydrocarbon sector domestic contract awards included:
pipeline inspection and right of way services in New York; engineering for an
aromatics project for a refinery in Pennsylvania and pipeline and pump stations
in Alaska; engineering and procurement for a reformulated fuels program in
California and an inter-refinery pipeline in Pennsylvania; engineering,
procurement and construction for an ethylene debottlenecking project for a
refinery in Texas and fire rehabilitation of a refinery in Mississippi; and
engineering, procurement and construction management for a reformulated
gasoline and a clean fuels program, both in California, and a fluid catalytic
cracking unit ("FCCU") revamp in Illinois.

International contract awards included: engineering for a debottlenecking
project in Indonesia, a natural gas liquids recovery facility in Nigeria, fire
rehabilitation of a gas plant in the United Arab Emirates and early production
system equipment, oil field production facilities, pipeline development and oil
field expansion, all in Colombia; engineering and procurement for a chlor-
alkali/ethylene expansion of a petrochemical plant in Saudi Arabia, an effluent
quality upgrade for a refinery in the United Kingdom and a liquid petroleum gas
plant upgrade in the United Arab Emirates; and engineering, procurement and
construction management for a refinery upgrading project in the Netherlands, a
grass roots refinery in Thailand, a hydrotreater upgrade in Canada and a field
gathering and oil production system in Gabon.

Ongoing projects include: engineering for a tertiary-amyl methyl ether
("TAME") unit in Texas; construction in Louisiana of gas reinjection modules
for erection in Alaska; engineering and procurement for a hydrocracker revamp
in California and oil production facilities in Gabon; engineering, procurement
and construction for modifications to a refinery in California; engineering,
procurement and construction assistance for a reformulated gasoline project in
California; and engineering, procurement and construction management for a
refinery upgrading project in the Netherlands, a refinery revamp in Belgium, a
refinery expansion in the Philippines, a pipeline from Argentina to Chile, a
delayed coker in Venezuela and expansion of crude oil production facilities in
Saudi Arabia.

Projects completed in fiscal 1993 included: engineering studies for an oil
pipeline in the Caspian Sea region and various refinery projects in Mexico;
engineering for an alkylation plant revamp and propylene splitter, both in the
United Kingdom, a butane upgrading project and a low sulfur diesel facility,
both in Texas, and a gas injection project in the Netherlands; engineering and
procurement for an offshore oil/gas production facility in the Netherlands and
two naphtha hydrotreaters, one in Minnesota and one in Kentucky; engineering,
procurement and construction for a vinyl acetate plant and a MTBE plant, both
in Texas, a polystyrene plant in China and a diesel hydrotreater in Utah;
engineering, procurement and construction assistance for fire rehabilitation of
a refinery in California; and engineering, procurement and construction
management for a continuous catalytic reformer ("CCR") in Kentucky and a
hydrocracker and catalytic reformer in Texas.

Industrial

Services provided to the Industrial sector include facility maintenance and
operations services as well as a broad range of services to the
telecommunications, transportation, commercial and criminal justice, asbestos
abatement, defense and aerospace, electronics, automotive, general
manufacturing, mining, metals and pulp and paper industries. These services are
provided through the Facility and Plant Services, Pulp and Paper, Mining and
Metals and Industrial business units. As of January, 1993, Fluor Daniel
established a partnership with the United States operations of Jaakko Poyry of
Finland, a pulp and paper engineering and design firm, in an effort to improve
the Pulp and Paper business unit's strategic position when this market
recovers.

During fiscal 1993, Industrial sector domestic contract awards included:
condition assessment for facilities at 12 military installations at various
locations throughout the United States; maintenance for an automotive
manufacturing facility in Tennessee; construction for the modernization of a
pulp mill in Ohio; construction management for a correctional facility
expansion in California, a county jail expansion in Texas and renovation of a
turbine facility and a weave room addition, both in South Carolina; engineering
and

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procurement for a copper electrorefinery in Arizona; engineering and
construction management for an automotive manufacturing plant expansion in
Ohio; engineering, procurement and construction for a blast furnace coal
injection facility in Indiana; and engineering, procurement and construction
management for a grass roots paint shop in Kentucky.

International contract awards during fiscal 1993 included: engineering for a
nickel reverts handling project in Canada; and engineering, procurement and
construction management for a building and garage upgrade in Germany.

Ongoing projects include: construction for an automotive assembly plant in
South Carolina and a newsprint mill in Tennessee; construction management for
a newsprint recycling plant in Australia and airport expansions in Georgia and
Japan; project management for rail transit for the Los Angeles County
Metropolitan Transportation Authority, rail stations for the Federal
Transportation Administration in New York City, a telecommunications upgrade
project for the United States Agency for International Development in Egypt, a
convention center in North Carolina and highway construction in Orange County,
California; maintenance services for a refinery in Mississippi, a tire
manufacturing facility in Tennessee, computer manufacturing plants in Florida,
Texas and North Carolina and automotive facilities in Germany and Hungary;
design and construction management for six embassies in Eastern Europe for the
United States Department of State; engineering, procurement and construction
for an emergency 911 response system for the City of Chicago, Illinois; and
engineering, procurement and construction management for a paper products
plant in Korea, a copper smelter modernization in Utah, a copper mine
expansion in Indonesia and a copper concentrator expansion and solvent
extraction electrowinning copper processing facility, both in Chile.

Projects completed in fiscal 1993 included: operations and maintenance for
the National Aeronautics and Space Administration ("NASA") Johnson Space
Center in Texas; facility maintenance and support services for Lawrence
Livermore National Laboratory in California; project management for highway
construction in California Department of Transportation District 12;
engineering and construction management for a pulp and paper mill in the
United Kingdom and a research and development facility in Arizona;
engineering, procurement and construction for an automobile air bag propellant
plant in Arizona; and engineering, procurement and construction management for
a zinc plant and a copper smelter in Canada, an aluminum cold rolling mill
expansion in Kentucky and an aluminum smelter in Australia (a joint venture
with SNC Lavalin Inc. of Canada and Crooks, Mitchell, Peacock, Stewart, Pty
Limited (CMPS) of Australia).

Government

Services provided to the Government sector include services for projects
involving nuclear and other fuel cycles, nuclear waste disposal and hazardous
waste cleanup, treatment, abatement and removal. Clients include federal,
state and local agencies, quasi-governmental entities and organizations in
private industry and other government prime contractors. These services are
provided through the Advanced Technology and Environmental Services business
units.

During fiscal 1993, Government sector contract awards included:
environmental investigation at various military installations for the United
States Army Corps of Engineers.

Ongoing projects include: environmental remediation management for the
United States Department of Energy ("DOE") former uranium processing plant in
Ohio (the "Fernald Project"); engineering for a DOE waste vitrification plant
in Washington, the DOE nuclear waste repository program and the
reconfiguration of the DOE nuclear weapons program; engineering and
construction management for the DOE Strategic Petroleum Reserve in Louisiana
and for various radar and weather stations located throughout the United
States for the National Oceanic and Atmospheric Administration; environmental
investigation and remediation plan services for a toxic waste site for a
private client in New York; remedial investigation and feasibility studies for
the United States Army Corps of Engineers Hazardous and Toxic Waste Agency's

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environmental program; management and operation services for the Naval
Petroleum and Oil Shale Reserves program for the DOE in Colorado, Utah and
Wyoming; environmental investigation, remediation design and implementation
services for a chemical waste site for a private client in Ohio; and
engineering, procurement, construction management and program management for an
environmental remediation program for a toxic waste site for a group of private
clients in Indiana.

Process

Services provided to the Process sector include services to the food,
beverages, consumer products, synthetic fiber, film, plastics, pharmaceutical,
biotechnology and chemicals industries. These services are provided through the
Chemicals and Plastics, Process and Delta business units. Delta provides work
services worldwide to E.I. du Pont de Nemours and Company under an alliance
agreement.

During fiscal 1993, Process sector domestic contract awards (excluding Delta)
included: engineering for a process and enzyme system in Missouri; construction
of a chemical plant in Louisiana; construction management for a polyester fiber
facility in South Carolina; engineering and procurement for a ethoxylation
project in Texas; engineering, procurement and construction of a
hydrochlorofluorocarbon plant in Kentucky, a plastics stretch project in
Alabama and a food processing plant in Georgia; and engineering, procurement
and construction management of a plastics stretch project in Indiana, a
dextrose expansion project in Illinois and a growth factor fermentation plant
in California.

International contract awards included: construction of a grass roots
wastewater facility in Puerto Rico; construction management for a dairy plant
in Germany and a grass roots chemical facility in Puerto Rico; engineering,
procurement and construction for a grass roots polyethylene facility in Mexico;
and engineering, procurement and construction management for a sodium
cromoglycate facility in the United Kingdom and a regional headquarters
building in Venezuela.

Ongoing projects include: construction of a spherilene and ethylene
purification facility in Texas and a chemical fibers plant in North Carolina;
engineering and procurement for an ethylene glycol plant in Canada;
construction management for a pilot plant for pharmaceutical manufacturing in
New Jersey, a tobacco processing plant expansion in North Carolina and a
biotechnology clinical manufacturing facility in Colorado; engineering and
construction for several consumer products facilities in Ohio and a corn
processing plant in Illinois; engineering, procurement and validation for a
synthetic hemoglobin manufacturing facility in Colorado; engineering and
construction management for two tobacco facilities, one in Turkey and one in
the Netherlands; engineering, procurement and construction for an aspartame
facility expansion in the Netherlands, a filter tow facility expansion in the
United Kingdom, an edible food casing facility in South Carolina, personal care
and laundry detergent manufacturing facilities in Ohio and food processing
plants in Texas, Wisconsin, Florida and Georgia; and engineering, procurement,
and construction management for a pharmaceutical plant in Canada and an MTBE
chemical complex in Saudi Arabia.

Projects completed in fiscal 1993 included: engineering for two biotechnology
fermentation facilities, one in Pennsylvania and one in Puerto Rico;
construction of a grass roots additives facility in Alabama; construction
management for a veterinary vaccines manufacturing facility in Nebraska;
engineering and construction for a parenteral and solid dosage facility in
Puerto Rico; engineering and construction management for laundry and
dishwashing detergent manufacturing facilities in Ohio and a boiler in
Illinois; engineering and construction management for a liquid chemical
facility in Ohio; engineering, procurement and construction for the remodel of
an existing acetone recovery facility in the United Kingdom, a cellulose
acetate plant in Tennessee, a chemical plant expansion in the United Kingdom, a
grass roots food additive facility in Iowa, a food processing plant in Kentucky
and an ibuprofen plant in Texas; and engineering, procurement and construction
management for a grass roots biochemical manufacturing facility in Washington
and various cleaning solution manufacturing plants in the United States.

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Delta contract awards for 1993 included: engineering and procurement for a
fibers expansion plant in Holland; engineering, procurement and construction
for a bi-component fibers facility in North Carolina and a turbine generator
in South Carolina; and engineering, procurement and construction management
for a fibers line plant in Luxembourg.

Delta ongoing projects include: evergreen construction and supplemental
maintenance for various chemical and fibers facilities in the United States;
technical services for various chemical and fibers plants in Canada;
construction for a grass roots film facility in Ohio; engineering and
construction management for a grass roots nylon facility in Spain, a bulk
fibers facility expansion in Canada and a grass roots polymer facility in
Singapore; and engineering, procurement and construction for expansion of a
fibers facility in North Carolina.

Delta projects completed in fiscal 1993 included: technical services for
several petrochemical plant expansions in Texas; engineering, procurement and
construction management for a specialty chemicals facility in France;
engineering, procurement and construction for an X-ray film line facility
expansion in North Carolina; and engineering, procurement and construction
management for a grass roots flame retardant fiber facility in Spain.

Power

Services provided to the Power sector include comprehensive services for
utility and non-utility clients in the power generation industry utilizing
nuclear, fossil, hydroelectric, geothermal, waste and bio-fuel generating
technologies. These services are provided through the Power business unit
which includes the Duke/Fluor Daniel partnership concentrating on coal-fired
plants.

During fiscal year 1993, Power sector contract awards included: detailed
engineering for a molten carbonate fuel cell demonstration project in
California and a substation retrofit in Illinois; a five year general services
agreement for an Ohio utility; and engineering, procurement and construction
for a diesel power plant in the Philippines. In addition, a significant number
of existing maintenance and plant modification contracts were renewed in
fiscal 1993.

Ongoing projects include: maintenance and outage support at various plant
sites for a southeastern power generator in Tennessee and Kentucky;
maintenance for nuclear plants in Virginia, South Carolina and Kansas;
maintenance for fossil and gas generation plants in Texas, Louisiana, South
Carolina, Georgia and Australia; operation and maintenance for a 130 megawatt
cogeneration facility in Virginia; engineering and procurement for a 600
megawatt fossil plant repowering in New Jersey; engineering for a laboratory
facility upgrade and nuclear engineering services for a utility, both in
Illinois; engineering for emission monitoring equipment for various power
generating sites of utilities in Texas, Louisiana, Mississippi and Arkansas;
engineering, design and procurement for a 385 megawatt pulverized coal plant
in South Carolina; nuclear, substation and engineering support services
contract for an Illinois utility; and engineering and construction management
for a transmission and distribution system for an Ohio utility.

Projects completed in fiscal 1993 included: nuclear maintenance services for
a utility in North Carolina; nuclear engineering services for a Minnesota
utility; engineering for replacement of steam generators for a nuclear plant
in Connecticut; and engineering, procurement and construction for a 105
megawatt diesel-powered facility in the Philippines.

FLUOR CONSTRUCTORS

Fluor Constructors is organized and operated separately from Fluor Daniel.
Fluor Constructors provides unionized construction management, construction
and maintenance services in the United States and Canada, both independently
and as a subcontractor to Fluor Daniel.

During fiscal 1993, Fluor Constructors contract awards included:
construction management for an aromatics project for a refinery and an inter-
refinery pipeline, both in Pennsylvania, and a blast furnace coal

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injection facility in Indiana; and construction and construction management
for a reformulated gasoline project in California.

Ongoing projects include: maintenance and outage support at various plant
sites for a southeastern power generator in Tennessee and Kentucky;
maintenance for nuclear power plants in Missouri, Florida and Alabama;
construction management for a potable water supply system facility in Nevada,
an Emergency 911 response system in Illinois and a copper smelter in Canada;
and construction and construction management for an ethylene glycol plant
expansion in Canada and fossil power plants in Louisiana, Mississippi and
Arkansas.

Projects completed in fiscal 1993 included: construction and construction
management for replacement of steam generators for a nuclear plant in
Connecticut and two naphtha hydrotreaters, one in Minnesota and one in
Kentucky; construction management for a component test facility for the NASA
Stennis Space Center in Mississippi and environmental improvements to a zinc
plant in Canada; and maintenance for a nuclear power plant in Illinois.

BACKLOG

The following table sets forth the consolidated backlog of Fluor's
engineering and construction segment at October 31, 1993 and 1992 (grouped by
business sector):

1993 1992
------- -------
(IN MILLIONS OF
DOLLARS)

Hydrocarbon............. $ 6,198 $ 4,087
Industrial.............. 2,706 2,889
Government.............. 2,520 2,948
Process................. 2,441 3,648
Power................... 889 1,134
------- -------
$14,754 $14,706
======= =======
Estimated portion not to
be performed in fiscal
1994: 55%
===

The dollar amount of the backlog is not necessarily indicative of the future
earnings of Fluor related to the performance of such work. Although backlog
represents only business which is considered to be firm, there can be no
assurance that cancellations or scope adjustments will not occur. Due to
additional factors outside of Fluor's control, such as changes in project
schedules, Fluor cannot predict with certainty the portion of backlog not to
be performed in fiscal 1994.

Approximately $2.5 billion of the Hydrocarbon sector backlog is attributable
to two projects for companies affiliated with Royal Dutch Shell (the Rayong
Refinery project in Thailand and the Pernis Refinery in the Netherlands).
Approximately $2 billion of the Government sector backlog is attributable to
the DOE Fernald Project and subject to government funding determined on an
annual basis.

During fiscal 1993, the backlog of certain business units was reclassified
to reflect an internal realignment of these units between the five market
sectors. This resulted in reclassifying approximately $1 billion of business
in the food and beverage products area from the Industrial sector to the
Process sector. Balances at October 31, 1992 and 1993 have been restated to
conform with the current business unit alignment.

COAL INVESTMENT

A. T. Massey Coal Company, Inc., which is headquartered in Richmond,
Virginia, and its subsidiaries conduct Massey's coal-related businesses and
are collectively referred to herein as the "Massey Companies."

The Massey Companies produce, process and sell bituminous, low sulfur coal
of steam and metallurgical grades from 15 mining complexes (11 of which
include preparation plants) located in West Virginia,

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Kentucky and Tennessee. At October 31, 1993, two of the mining complexes were
still in development and not yet producing coal. A third mining complex is idle
pending negotiation of a labor agreement.

Operations at certain of the facilities are conducted in part through the use
of independent contract miners. The Massey Companies also purchase and resell
coal produced by unrelated companies. Steam coal is used primarily by utilities
as fuel for power plants. Metallurgical coal is used primarily to make coke for
use in the manufacture of steel.

For each of the three years in the period ended October 31, 1993, the Massey
Companies' (a) production (expressed in thousands of short tons) of steam coal
and metallurgical coal, respectively, was 16,048 and 5,163 for fiscal 1993,
13,832 and 3,867 for fiscal 1992, and 13,472 and 3,421 for fiscal 1991, and (b)
sales (expressed in thousands of short tons) of coal produced by it and others,
respectively, were 21,192 and 2,302 for fiscal 1993, 17,538 and 4,402 for
fiscal 1992, and 16,982 and 6,578 for fiscal 1991.

A large portion of the steam coal produced by the Massey Companies is sold to
domestic utilities under long-term contracts. Metallurgical coal is sold to
both foreign and domestic steel producers. Approximately 41% of the Massey
Companies' fiscal 1993 coal production was sold under long-term contracts, 88%
of which was steam coal and 12% of which was metallurgical coal. Approximately
11% of the coal tonnage sold by the Massey Companies in fiscal 1993 was sold on
the export market.

Massey is among the five largest marketers of coal in the United States. The
coal market is a mature market with many strong competitors. Competition is
primarily dependent upon coal price, transportation cost, producer reliability
and characteristics of coal available for sale. The management of Massey
considers Massey to be generally well-positioned with respect to these factors
in comparison to its principal competitors.

On February 22, 1993, the Massey Companies acquired certain assets in Pike
County, Kentucky, from Pittston Coal Company, including an estimated 32 million
tons of undeveloped coal reserves and three million tons of developed coal
reserves with related preparation plant and mining facilities. Since the
undeveloped coal reserves are strategically located near existing mining and
coal processing facilities of the Massey Companies, development capital
requirements will be modest. The economic life of the existing Massey
operations in the vicinity will be significantly extended by this acquisition.

On November 15, 1993, the Massey Companies acquired the assets of W-P Coal
Company located in Logan County, West Virginia. Major components of the W-P
Coal acquisition include approximately 40 million tons of reserves and a modern
preparation plant. Simultaneously with the acquisition, the Massey Companies
entered into a long-term coal supply agreement with Wheeling Pittsburgh Steel
Corporation, a W-P Coal Company affiliate.

Recently passed acid rain legislation is generally anticipated to benefit
prices for low sulfur coal. Massey intends to continue to evaluate and pursue,
in appropriate circumstances, the acquisition of additional low sulfur coal
reserves.

The Coal Industry Retiree Health Benefits Act of 1992 (the "Act") provides
that certain retired coal miners who were members of the United Mine Workers of
America, along with their spouses, are guaranteed health care benefits. The
Massey Companies' obligation under the Act is currently estimated to aggregate
$64 million which will be recognized as expense as payments are assessed.

The management of the Massey Companies estimates that, as of October 31,
1993, the Massey Companies had total recoverable reserves (expressed in
thousands of short tons) of 1,088,601; 456,810 of which are assigned
recoverable reserves and 631,791 of which are unassigned recoverable reserves;
and 799,287 of which are proven recoverable reserves and 289,314 of which are
probable recoverable reserves.

The management of the Massey Companies estimates that approximately 29% of
the total reserves listed above consist of reserves that would be considered
primarily metallurgical grade coal. They also estimate

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that approximately 63% of all reserves contain less than 1% sulfur. A portion
of the steam coal reserves could be beneficiated to metallurgical grade by
coal preparation plants, and a portion of the metallurgical coal reserves
could be sold as high quality steam coal, if market conditions warrant.

"Reserves" means that part of a coal deposit which could be economically and
legally extracted or produced at the time of the reserve determination.
"Recoverable reserves" means coal which is recoverable by the use of existing
equipment and methods under federal and state laws now in effect. "Assigned
recoverable reserves" means reserves which can reasonably be expected to be
mined from existing or planned mines and processed in existing or planned
plants. "Unassigned recoverable reserves" means reserves for which there are
no specific plans for mining and which will require for their recovery
substantial capital expenditures for mining and processing facilities. "Proven
recoverable reserves" refers to deposits of coal which are substantiated by
adequate information, including that derived from exploration, current and
previous mining operations, outcrop data and knowledge of mining conditions.
"Probable recoverable reserves" refers to deposits of coal which are based on
information of a more preliminary or limited extent or character, but which
are considered likely.

DISCONTINUED LEAD OPERATION

In November 1992, the Company announced its decision to exit its lead
business, conducted primarily through The Doe Run Company ("Doe Run"). As a
result, the Company's lead segment has been classified as a discontinued
operation in the Company's consolidated financial statements. During 1993, the
Company made substantial progress toward the disposition of the lead business.
While the outcome of such disposition cannot be determined with certainty at
this time, management's intent to dispose of the lead business remains
unaltered and management believes that a disposal will be accomplished during
fiscal 1994.

OTHER MATTERS

ENVIRONMENTAL, SAFETY AND HEALTH MATTERS

The Company's natural resource operations are affected by federal, state and
local laws and regulations regarding environmental protection and plant and
mine safety and health. It is impossible to predict the full impact of future
legislative or regulatory developments on such operations, because the
standards to be met, as well as the technology and length of time available to
meet those standards, continue to develop and change.

Under the federal Clean Air Act, as amended, which is applicable to Doe
Run's lead smelters, the Environmental Protection Agency ("EPA") is authorized
to promulgate ambient air quality standards for certain identified pollutants.
Each state is required to develop an implementation plan that is designed to
achieve such ambient air quality standards through emission limitations and
related requirements. Upon approval by the EPA, these state implementation
plans become federally enforceable. The State of Missouri is required to
develop implementation plans to control lead emissions from the two Doe Run
lead smelters. An implementation plan was approved by the State for the Buick
smelter on June 24, 1993, and has been submitted to EPA for approval. The
Buick plan requires installation of various projects, but only if the primary
smelter portion of the facility is to be operated. A supplemental
implementation plan was approved for the Herculaneum smelter on June 24, 1993,
and has also been submitted to EPA for approval. The Herculaneum plan requires
the installation of $2.5 million in additional capital projects, with a final
completion date of October, 1994.

In September 1988, the EPA listed primary lead smelter surface impoundment
solids as a hazardous waste under the federal Resource Conservation and
Recovery Act. In anticipation of the final issuance of EPA regulations, the
Company is in the process of eliminating surface impoundments (all of which
are located at its Buick smelter). This corrective action was substantially
completed by the end of fiscal 1993.

9

The Company believes that with completion of this corrective action, the
Company will be in compliance with final EPA regulations when issued.

The Company is affected by and complies with other federal, state and local
laws relating to environmental protection, safety and health applicable to all
or part of its natural resource operations, including but not limited to the
federal Surface Mining Control and Reclamation Act of 1977; Occupational Safety
and Health Act; Mine Safety and Health Act of 1977; Water Pollution Control
Act, as amended by the Clean Water Act of 1977; Toxic Substances Control Act;
Black Lung Benefits Revenue Act of 1977; and Black Lung Benefits Reform Act of
1977.

In fiscal 1993, Fluor made approximately $5.4 million in expenditures to
comply with environmental, health and safety laws and regulations in connection
with its coal investment, none of which were capital expenditures. Fluor
anticipates making $11.3 million and $8.9 million in such non-capital
expenditures in fiscal 1994 and 1995, respectively. Of these expenditures, $3.7
million, $9.6 million and $7.2 million for fiscal 1993, 1994 and 1995,
respectively, are (in the case of fiscal 1993) or are anticipated to be (in the
case of fiscal 1994 and 1995) for surface reclamation. Existing reserves are
believed to be adequate to cover actual and anticipated surface reclamation
expenditures. Other expenditures will be expensed as incurred.

In fiscal 1993, Fluor made approximately $4.3 million in capital expenditures
and $3.2 million in other expenditures to comply with environmental, health and
safety laws and regulations in connection with its discontinued lead business.

Other

In 1986, the California North Coast Regional Water Quality Control Board for
the State of California requested that the Company perform a site investigation
of a property in Northern California designated as a hazardous waste site under
the California Hazardous Waste Control Act. The Company formerly owned the
property. The California Environmental Protection Agency has assumed lead
agency status for any required remedial action at the site. The Company signed
a Consent Order to perform a remedial investigation/feasibility study that will
determine the extent of contamination for purposes of determining the remedial
action required to remedy and/or remove the contamination.

St. Joe Minerals Corporation ("St. Joe"), a wholly owned subsidiary of Fluor,
is participating as a potentially responsible party at several different sites
pursuant to proceedings under the Comprehensive Environmental Response,
Compensation and Liability Act ("Superfund"). Other parties have also been
identified as potentially responsible parties at all but one of these sites,
and many of these parties have shared in the costs associated with the sites.
Investigative and/or remedial activities are ongoing at each site. In 1987, St.
Joe sold its zinc mining and smelting division to Zinc Corporation of America
("ZCA"). As part of the agreement, St. Joe and Fluor agreed to indemnify ZCA
for certain environmental liabilities arising from operations conducted prior
to the sale. During the 1993 fiscal year, ZCA has made claims under this
indemnity against St. Joe for anticipated environmental expenditures at three
of its major operating facilities. These claims are the subject of ongoing
discussions between St. Joe, ZCA and other potentially responsible parties,
including parties who have given similar contractual indemnities to St. Joe.
St. Joe has initiated a proceeding against certain of its insurance carriers
alleging that the investigative and remediation costs incurred by St. Joe in
connection with its environmental proceedings are covered by insurance. This
proceeding is in its early stages and no credit or offset for any such coverage
has been taken into account by Fluor in establishing its reserves for future
environmental costs.

The Company does not believe that the claims or proceedings identified in the
two preceding paragraphs, either individually or in the aggregate, will have a
material adverse impact upon its operations or financial condition.

10

NUMBER OF EMPLOYEES

The following table sets forth the number of salaried and craft/hourly
employees of Fluor and its subsidiaries engaged in Fluor's business segments as
of October 31, 1993:

SALARIED CRAFT/HOURLY TOTAL
-------- ------------ ------

Engineering and construction................ 17,215 19,886 37,101
Coal........................................ 544 887 1,431
------ ------ ------
17,759 20,773 38,532
====== ====== ======

OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA

The financial information for business segments and geographic areas is
included in the Operations by Business Segment and Geographic Area section of
the Notes to Consolidated Financial Statements in Fluor's 1993 Annual Report to
stockholders, which section is incorporated herein by reference.

ITEM 2. PROPERTIES.

Major Facilities

Operations of Fluor and its subsidiaries are conducted in both owned and
leased properties. In addition, certain owned or leased properties of Fluor and
its subsidiaries are leased or subleased to third party tenants. The following
table describes the general character of the major existing facilities,
exclusive of mines, coal preparation plants and their adjoining offices:

LOCATION INTEREST
-------- --------

UNITED STATES

Corporate Headquarters
Irvine, California Leased

Engineering and Construction Offices
Anchorage, Alaska Leased
Appleton, Wisconsin Leased
Bakersfield, California Leased
Charlotte, North Carolina Leased
Chicago, Illinois Leased
Cincinnati, Ohio Leased
Corpus Christi, Texas Leased
Dallas, Texas Leased
Dayton, Ohio Leased
Denver, Colorado Leased
Greenville, South Carolina Owned and leased
Houston (Sugar Land office), Texas Owned
Irvine, California Leased
Kansas City, Missouri Leased
Philadelphia, Pennsylvania (Marlton, New Jersey office) Leased
Richmond, Virginia Leased
Tulsa, Oklahoma Leased
Washington, D.C. Leased

Coal Offices (Kentucky, Tennessee, Virginia, West Virginia) Owned

11

LOCATION INTEREST
-------- --------

FOREIGN

Engineering and Construction Offices
Al Khobar, Saudi Arabia (Dhahran area) Owned
Asturias, Spain Leased
Bangkok, Thailand Leased
Beijing, People's Republic of China Leased
Bergen op Zoom, Netherlands Leased
Calgary, Canada Leased
Camberley, England Leased
Dubai, United Arab Emirates Leased
Dusseldorf, Germany Leased
Haarlem, Netherlands Owned and leased
Hong Kong Leased
Jakarta, Indonesia Leased
Jeddah, Saudi Arabia Leased
Kuala Lumpur, Malaysia Leased
Leipzig, Germany Leased
London (Uxbridge), England Leased
Madrid, Spain Leased
Manchester, England Leased
Manila, Philippines Leased
Melbourne, Australia Leased
Perth, Australia Leased
San Juan, Puerto Rico Leased
Santiago, Chile Leased
Seoul, Korea Leased
Singapore Leased
Tokyo, Japan Leased
Vancouver, Canada Leased
Wiesbaden, Germany Leased

Coal Properties

See Item 1, Business, of this report for additional information regarding
the coal operations and properties of Fluor.

ITEM 3. LEGAL PROCEEDINGS.

Fluor and its subsidiaries, incident to their business activities, are
parties to a number of legal proceedings in various stages of development,
including but not limited to those described below. The majority of these
proceedings, other than environmental proceedings, involve matters as to which
liability, if any, of Fluor or its subsidiaries would be adequately covered by
insurance. With respect to litigation outside the scope of applicable
insurance coverage and to the extent insured claims may exceed liability
limits, it is the opinion of the management of Fluor, based on reports of
counsel, that these matters individually and in the aggregate will not have a
material adverse effect upon the consolidated financial position or results of
operations of Fluor.

In July 1987, four lawsuits were filed against R. T. Vanderbilt Company,
Inc., Gouverneur Talc Company, Inc., St. Joe and Fluor for personal injury and
wrongful death allegedly due to asbestos, talc and silicon exposure in certain
New York mines. Subsequent to July 1987, 16 additional lawsuits have been
filed. All of these suits (representing a total of 213 plaintiffs) have been
filed with the New York Supreme Court, St. Lawrence County, New York. The
total damages claimed in these cases, referred to as Bailey, Baker, Beane, et
al. v. R. T. Vanderbilt Company, Inc., et al. (the claims have not been
consolidated), are $287 million against all defendants. Plaintiffs also seek
an unspecified amount of punitive damages against all defendants.

12

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

Executive Officers of the Registrant(1)

Leslie G. McCraw, age 59

Director since 1984; Chairman of Executive Committee and member of
Nominating Committee.

Chairman of the Board since 1991; Chief Executive Officer since 1990;
formerly Vice Chairman of the Board from 1990; formerly President from
1988; joined the Company in 1975.

Vincent L. Kontny, age 56

Director since 1988; member of Executive Committee.

Chief Operating Officer since 1991; President since 1990; President of
Fluor Daniel, Inc.(2) since 1988; joined the Company in 1965.

Charles J. Bradley, Jr., age 58

Vice President, Human Resources and Administration since 1986; joined the
Company in 1958.

J. Michal Conaway, age 45

Vice President-Finance since January 4, 1993; formerly Vice President and
Chief Financial Officer of National Gypsum Company and its parent,
Aancor Holdings, Inc., from 1988.

James O. Rollans, age 51

Senior Vice President and Chief Financial Officer since June, 1992;
formerly Vice President, Corporate Communications from 1982; joined the
Company in 1982.

P. Joseph Trimble, age 63

Corporate Secretary since December, 1992; Senior Vice President-Law since
1984; joined the Company in 1972.

Executive Operating Officers(1)

Hugh K. Coble, age 59

Director since 1984; member of Executive Committee.

Group President of Fluor Daniel, Inc.(2) since 1986; joined the Company
in 1966.

Gerald M. Glenn, age 51

Director since 1989; member of Executive Committee.

Group President of Fluor Daniel, Inc.(2) since 1986; joined the Company
in 1964.

Don L. Blankenship, age 43

Chairman of the Board and Chief Executive Officer of A. T. Massey Coal
Company, Inc.(3) since January, 1992; President of that subsidiary since
1990; formerly Chief Operating Officer of that subsidiary from 1990;
formerly President of Massey Coal Services, Inc.(4) from 1989; formerly
Executive Vice President of that subsidiary from 1988; joined Rawl Sales
& Processing Co.(5) in 1982.

13

Richard A. Flinton, age 63

Chairman of the Board of Fluor Constructors, Inc.(6) since 1989; formerly
President of that subsidiary from 1988; joined the Company in 1957.

Jeffrey L. Zelms, age 49

Chief Executive Officer of The Doe Run Company(7) since August, 1992;
President of that company since 1986; joined St. Joe Minerals
Corporation in 1970.
- --------
(1) Except where otherwise indicated, all references are to positions held
with Fluor.

(2) Fluor Daniel, Inc. is a wholly owned subsidiary of Fluor which provides
design, engineering, procurement, construction management and technical
services to a wide range of industrial, commercial, utility, natural
resources, energy and governmental clients.

(3) A. T. Massey Coal Company, Inc. is an indirectly wholly-owned subsidiary
of Fluor which, along with its subsidiaries, conducts Fluor's coal-related
investment.

(4) Massey Coal Services, Inc. is a wholly owned subsidiary of A. T. Massey
Coal Company, Inc.

(5) Rawl Sales & Processing Co. is a wholly owned subsidiary of A. T. Massey
Coal Company, Inc.

(6) Fluor Constructors, Inc., a wholly owned subsidiary of Fluor, provides
construction and maintenance services to a variety of clients.

(7) In November 1992, Fluor announced its decision to exit its lead business,
conducted primarily through The Doe Run Company, and classified it as a
discontinued operation in its consolidated financial statements.

PART II

Information for Items 5, 6 and 7 is contained in Fluor's 1993 Annual Report
to stockholders, which information is incorporated herein by reference (and
except for these sections, and sections incorporated herein by reference in
Items 1 and 8 of this report, Fluor's 1993 Annual Report to stockholders is
not to be deemed filed as part of this report):

ANNUAL REPORT TO
ITEM NO. TITLE STOCKHOLDERS SECTION
-------- ----- --------------------

ITEM 5. Market for Registrant's Common Equity and
Related Stockholder Matters................ Stockholders' Reference
ITEM 6. Selected Financial Data..................... Selected Financial Data
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Management's Discussion
Operations................................. and Analysis
ITEM 8. Financial Statements and Supplementary Data

Information for Item 8 is included in Fluor's consolidated financial
statements as of October 31, 1993 and 1992, and for each of the three years in
the period ended October 31, 1993, and Fluor's unaudited quarterly financial
data for the two year period ended October 31, 1993, in the Consolidated
Financial Statements (including the Consolidated Balance Sheet, Consolidated
Statement of Earnings, Consolidated Statement of Cash Flows, Consolidated
Statement of Shareholders' Equity and Notes to Consolidated Financial
Statements) and Quarterly Financial Data sections of Fluor's 1993 Annual
Report to stockholders, which are incorporated herein by reference. The report
of management and independent auditors on Fluor's consolidated financial
statements is in the Reports of Management and Independent Auditors section of
Fluor's 1993 Annual Report to stockholders, also incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not Applicable.

14

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information concerning Fluor's executive officers is included under the
caption "Executive Officers of the Registrant" following Part I, Item 4. Other
information required by this item has been omitted because Fluor will file with
the Securities and Exchange Commission (the "Commission") a definitive proxy
statement pursuant to Regulation 14A, involving the election of directors, not
later than 120 days after the close of Fluor's fiscal year ended October 31,
1993.

ITEM 11. EXECUTIVE COMPENSATION.

Fluor maintains certain employee benefit plans and programs in which its
executive officers and directors are participants. Copies of these plans and
programs are set forth or incorporated by reference as Exhibits 10.1 through
10.18 inclusive to this report. Certain of these plans and programs provide for
payment of benefits or for acceleration of vesting of benefits upon the
occurrence of a change of control of Fluor as that term is defined in such
plans and programs. The amounts payable thereunder would represent an increased
cost to be paid by Fluor (and indirectly by its stockholders) in the event of a
change in control of Fluor. This increased cost would be a factor to be taken
into account by a prospective purchaser in determining whether, and at what
price, it would seek control of the Company and whether it would seek the
removal of then existing management.

If a change of control were to have occurred on October 31, 1993, the
additional amounts payable by Fluor, either in cash or in stock, if each of the
five most highly compensated executive officers and all executive officers as a
group were thereupon involuntarily terminated without cause would be as
follows:

FLUOR CORPORATION RESTRICTED SUPPLEMENTAL
CHANGE OF CONTROL STOCK BENEFIT
INDIVIDUAL OR GROUP COMPENSATION PLAN(1) PLANS(2) PLAN(3)
------------------- -------------------- ---------- ------------

Don L. Blankenship............. $ 1,143,450 $ 370,173 $ 227,491
Hugh K. Coble.................. 2,534,527 1,405,716 397,883
Gerald M. Glenn................ 2,534,527 972,562 227,491
Vincent L. Kontny.............. 3,217,757 1,666,972 392,422
Leslie G. McCraw............... 4,709,696 2,207,068 795,766
All Executive Officers (11)
including the above........... $19,356,917 $8,289,084 $2,702,990

--------
(1) Payable in cash.
(2) Value at October 31, 1993 of previously awarded restricted stock which
would vest upon change of control.
(3) Lump sum entitlement of previously awarded benefits which would vest
upon change of control.

Further disclosure regarding this item has been omitted because Fluor will
file with the Commission a definitive proxy statement pursuant to Regulation
14A, involving the election of directors, not later than 120 days after the
close of Fluor's fiscal year ended October 31, 1993.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

This item has been omitted because Fluor will file with the Commission a
definitive proxy statement pursuant to Regulation 14A, involving the election
of directors, not later than 120 days after the close of Fluor's fiscal year
ended October 31, 1993.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

This item has been omitted because Fluor will file with the Commission a
definitive proxy statement pursuant to Regulation 14A, involving the election
of directors, not later than 120 days after the close of Fluor's fiscal year
ended October 31, 1993.

15

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) 1. Financial Statements: The financial statements required to
be filed hereunder are listed on page 20 hereof. See Part
II, Item 8 of this report for information regarding the
incorporation by reference herein of such financial
statements.
2. Financial Statement Schedules: The financial statement
schedules required to be filed hereunder are listed on
page 20 hereof.
3. Exhibits:
3.1 Restated Certificate of Incorporation of Fluor
Corporation [filed as Exhibit 3.1 to Fluor's annual
report on Form 10-K for the fiscal year ended October
31, 1987 and incorporated herein by reference]
3.2 Restated Bylaws (as amended effective September 13,
1993) of Fluor Corporation
4.1 Indenture dated July 1, 1986 between Fluor
Corporation and Irving Trust Company, trustee [filed
as Exhibit 4 to Registration No. 33-6960 for the
issuance of up to $250 million of debt securities and
incorporated herein by reference]
4.2 Fluor Corporation Dividend Reinvestment Plan
(effective as of January 1, 1994)

EXECUTIVE COMPENSATION PLANS/PROGRAMS

10.1 Fluor Corporation and Subsidiaries Executive
Incentive Compensation Plan (as amended through
September 15, 1988) [filed as Exhibit 10.1 to Fluor's
annual report on Form 10-K for the fiscal year ended
October 31, 1992 and incorporated herein by
reference]
10.2 Fluor Corporation and Subsidiaries Executive Deferred
Compensation Program (as amended through November 15,
1982) [filed as Exhibit 10.2 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31,
1982 and incorporated herein by reference]
10.3 Fluor Corporation and Subsidiaries Executive Deferred
Salary Program (as amended through July 8, 1986)
[filed as Exhibit 10.3 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1986
and incorporated herein by reference]
10.4 Fluor Corporation Deferred Directors' Fees Program
(as amended through November 15, 1983) [filed as
Exhibit 10.3 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1983 and
incorporated herein by reference]
10.5 1977 Fluor Executive Stock Plan (as amended by
Amendment No. 4 effective December 9, 1986) [filed as
Exhibit 10.6 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.6 1981 Fluor Executive Stock Plan (as amended by
Amendment No. 3 effective December 9, 1986) [filed as
Exhibit 10.9 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.7 1982 Fluor Executive Stock Option Plan (as amended by
Amendment No. 2 effective December 9, 1986) [filed as
Exhibit 10.10 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.8 Fluor Executives' Health Plan Summary [filed as
Exhibit 10.11 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1985 and
incorporated herein by reference]
10.9 Directors' Life Insurance Summary [filed as Exhibit
10(i) to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1980 and incorporated
herein by reference]
10.10 Executive Tax Services Plan (as amended and effective
as of November 1, 1993)

16

10.11 Executive Personal Financial Counseling Plan (as amended
and effective as of November 1, 1993)
10.12 Company Automobile Policy Summary [filed as Exhibit
10.15 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1989 and incorporated
herein by reference]
10.13 Fluor Excess Benefit Plan (as amended by Second
Amendment effective December 9, 1986) [filed as
Exhibit 10.16 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1986 and
incorporated herein by reference]
10.14 Fluor Executives' Supplemental Benefit Plan (as
amended by First Amendment effective November 15,
1983) [filed as Exhibit 10.16 to Fluor's annual
report on Form 10-K for the fiscal year ended October
31, 1983 and incorporated herein by reference]
10.15 1988 Fluor Executive Stock Plan (as amended and
restated effective March 9, 1993)
10.16 Fluor Corporation Change of Control Compensation Plan
(as amended and restated by Second Amendment
effective October 1, 1989) [filed as Exhibit 10.19 to
Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1989 and incorporated herein
by reference]
10.17 Fluor Special Executive Incentive Plan (effective as
of April 27, 1987) [filed as Exhibit 10.27 to Fluor's
annual report on Form 10-K for the fiscal year ended
October 31, 1987 and incorporated herein by
reference]
10.18 Retirement Plan for Outside Directors (effective as
of May 1, 1992) [filed as Exhibit 10.18 to Fluor's
annual report on Form 10-K for the fiscal year ended
October 31, 1992 and incorporated herein by reference]

OTHER CONTRACTS

10.19 Concourse Lease dated as of July 26, 1985 between
Fluor Corporation and Fluor Engineers, Inc. (an
entity now having the corporate name of Fluor Daniel,
Inc.) with respect to a portion of the International
Headquarters facility located in Irvine, California,
formerly owned by Fluor (the "Irvine facility");
Schedule of substantially identical Building Pod
Lease and Corporate Tower Lease; and Assignment of
Master Leases dated July 26, 1985, assigning Fluor's
lessor interest to Crow Winthrop Operating
Partnership ("CWOP") [filed as Exhibit 10.21 to
Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1985 and incorporated herein
by reference]
10.20 Amendment to Master Leases by and between CWOP, Fluor
Daniel, Inc. and Fluor Corporation dated as of
November 1, 1989 with respect to the Irvine facility
[filed as Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1991
and incorporated here in by reference]
13 1993 Annual Report to stockholders (with the
exception of the information incorporated by
reference into Items 1, 5, 6, 7 and 8 of this report,
Fluor's 1993 Annual Report to stockholders is not
deemed to be filed as part of this report)
21 Fluor Corporation Subsidiaries
23 Consent of Independent Auditors -- Ernst & Young
24.1 Manually signed Power of Attorney executed by certain
Fluor directors and officers
Manually signed Powers of Attorney executed by
24.2 certain Fluor directors

(b) Reports on Form 8-K:
None were filed during the last quarter of the period covered by this
report; however, on December 23, 1993, the Company filed a Form 8-K
reporting action by the Board of Directors to accelerate the
expiration of the Preferred Share Purchase Rights from November 30,
1997 to November 30, 1993.

17

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

FLUOR CORPORATION

January 27, 1994 By J.O. Rollans
___________________________________
J.O. Rollans
Senior Vice President and
Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT 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:

* Director, Chairman of the January 27, 1994
- ----------------------------- Board and Chief Executive
L. G. McCraw Officer

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

J. O. Rollans Senior Vice President and January 27, 1994
- ----------------------------- Chief Financial Officer
J. O. Rollans

OTHER DIRECTORS:
* Director January 27, 1994
- -----------------------------
H. K. Coble
* Director January 27, 1994
- -----------------------------
P. J. Fluor
* Director January 27, 1994
- -----------------------------
D. P. Gardner
* Director January 27, 1994
- -----------------------------
G. M. Glenn
* Director January 27, 1994
- -----------------------------
W. R. Grant
* Director January 27, 1994
- -----------------------------
B. R. Inman

18

SIGNATURE TITLE DATE
--------- ----- ----

* Director January 27, 1994
- -----------------------------
V. L. Kontny
* Director January 27, 1994
- -----------------------------
R. V. Lindsay
* Director January 27, 1994
- -----------------------------
V. S. Martinez
* Director January 27, 1994
- -----------------------------
E. M. Massey
* Director January 27, 1994
- -----------------------------
B. Mickel
* Director January 27, 1994
- -----------------------------
M. R. Seger
* Director January 27, 1994
- -----------------------------
D. S. Tappan, Jr.

L. N. Fisher
*By ___________________________
L. N. Fisher,
Attorney-in-fact

Manually signed Powers of Attorney authorizing L. N. Fisher, A. M. Oldham and
P. J. Trimble and each of them, to sign the annual report on Form 10-K for the
fiscal year ended October 31, 1993 and any amendments thereto as attorneys-in-
fact for certain directors and officers of the registrant are included herein
as Exhibits 24.1 and 24.2.

19

FLUOR CORPORATION

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES

ITEM 14(A)

1.Financial Statements

The following financial statements are contained in Fluor's 1993 Annual
Report to stockholders:

Consolidated Balance Sheet at October 31, 1993 and 1992

Consolidated Statement of Earnings for year ended October 31, 1993, 1992
and 1991

Consolidated Statement of Cash Flows for year ended October 31, 1993,
1992 and 1991

Consolidated Statement of Shareholders' Equity for year ended October 31,
1993, 1992 and 1991

Notes to Consolidated Financial Statements

2.Financial Statement Schedules Form 10-K Page

II Consolidated amounts receivable from related
parties and underwriters, promoters and employees
other than related parties--year ended October 31,
1993 and 1992......................................
21

V Consolidated property, plant and equipment--year
ended October 31, 1993, 1992 and 1991..............
22

VI Consolidated accumulated depreciation, depletion
and amortization of property, plant and
equipment--year ended October 31, 1993, 1992 and
1991...............................................
23

VII Consolidated guarantees of securities of other
issuers as of October 31, 1993.....................
24

All other schedules have been omitted 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.

20

FLUOR CORPORATION

SCHEDULE II--CONSOLIDATED AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES

YEAR ENDED OCTOBER 31, 1993 AND 1992

BALANCE AT
END OF PERIOD
BALANCE AT ----------------
BEGINNING NOT
NAME OF DEBTOR OF PERIOD ADDITIONS DEDUCTIONS CURRENT CURRENT
-------------- ---------- --------- ---------- ------- --------

Year ended October 31, 1993
Don L. Blankenship (1)......... $300,000 $ -- $-- $20,000 $280,000
======== ======== ==== ======= ========
Year ended October 31, 1992
Don L. Blankenship (1)......... $ -- $300,000 $-- $ -- $300,000
======== ======== ==== ======= ========

- --------
(1) As of October 31, 1993, Fluor held a non-interest bearing note, payable in
five annual installments and secured by a second deed of trust on a
residence. On January 11, 1994, the balance of the note was fully repaid.

21

FLUOR CORPORATION

SCHEDULE V--CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT

YEAR ENDED OCTOBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

BALANCE AT BALANCE AT
BEGINNING ADDITIONS RETIREMENTS TRANSFERS END OF
OF PERIOD AT COST OR SALES AND OTHER (1) PERIOD
---------- --------- ----------- ------------- ----------

Year ended October 31,
1993
Land.................. $ 61,581 $ 622 $ (56) $ (3,280) $ 58,867
Buildings and improve-
ments................ 294,944 17,477 (1,011) (6,844) 304,566
Machinery and equip-
ment................. 569,349 99,021 (36,521) 11,969 643,818
Mining properties and
mineral rights....... 449,966 48,379 (43) 1,157 499,459
Construction in pro-
gress................ 40,091 6,038 (10,254) 35,875
---------- -------- -------- --------- ----------
Total............... $1,415,931 $171,537 $(37,631) $ (7,252) $1,542,585
========== ======== ======== ========= ==========
Year ended October 31,
1992
Land.................. $ 67,873 $ 1,248 $ (187) $ (7,353) $ 61,581
Buildings and improve-
ments................ 273,840 12,795 (415) 8,724 294,944
Machinery and equip-
ment................. 554,584 159,719 (30,999) (113,955) 569,349
Mining properties and
mineral rights....... 488,732 85,009 (123,775) 449,966
Construction in pro-
gress................ 89,720 28,275 (77,904) 40,091
---------- -------- -------- --------- ----------
Total............... $1,474,749 $287,046 $(31,601) $(314,263) $1,415,931
========== ======== ======== ========= ==========
Year ended October 31,
1991
Land.................. $ 66,101 $ 1,699 $ (39) $ 112 $ 67,873
Buildings and improve-
ments................ 130,030 6,208 (2,328) 139,930 273,840
Machinery and equip-
ment................. 472,770 67,633 (23,525) 37,706 554,584
Mining properties and
mineral rights....... 485,407 3,160 (66) 231 488,732
Construction in pro-
gress................ 53,634 81,018 (949) (43,983) 89,720
---------- -------- -------- --------- ----------
Total............... $1,207,942 $159,718 $(26,907) $ 133,996 $1,474,749
========== ======== ======== ========= ==========

- --------
(1) Amounts in 1992 primarily include the reclassification of the lead business
to net assets of discontinued operations and the purchase of certain
partnership interests which owned the Company's Greenville, South Carolina
engineering office. Amounts in 1991 include the purchase of certain
partnership interests which owned the the Company's Sugar Land, Texas
engineering office. Transfers of construction in progress were: zero, zero
and $.1 million to land; $2.5 million, $37.6 million and $3.1 million to
buildings and improvements; $7.7 million, $33.7 million and $40.6 million
to machinery and equipment; zero, zero and $.2 million to mining properties
and mineral rights in 1993, 1992 and 1991, respectively.

Maintenance and repairs expense for continuing operations totaled $62.1 million
in 1993, $51.7 million in 1992 and $52.9 million in 1991.

22

FLUOR CORPORATION

SCHEDULE VI--CONSOLIDATED ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT

YEAR ENDED OCTOBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND RETIREMENTS END OF
OF PERIOD EXPENSES OR SALES OTHER (1) PERIOD
---------- ---------- ----------- --------- ----------

Year ended October 31,
1993
Buildings and improve-
ments................ $ 27,927 $ 10,634 $ (732) $ (709) $ 37,120
Machinery and equip-
ment................. 287,539 79,204 (27,058) (2,608) 337,077
Mining properties and
mineral rights....... 53,580 13,653 246 67,479
-------- -------- -------- --------- --------
Total............... $369,046 $103,491 $(27,790) $ (3,071) $441,676
======== ======== ======== ========= ========
Year ended October 31,
1992
Buildings and improve-
ments................ $ 34,866 $ 15,674 $ (121) $ (22,492) $ 27,927
Machinery and equip-
ment................. 280,413 92,609 (20,014) (65,469) 287,539
Mining properties and
mineral rights....... 66,741 18,803 27 (31,991) 53,580
-------- -------- -------- --------- --------
Total............... $382,020 $127,086 $(20,108) $(119,952) $369,046
======== ======== ======== ========= ========
Year ended October 31,
1991
Buildings and improve-
ments................ $ 27,081 $ 10,422 $ (1,814) $ (823) $ 34,866
Machinery and equip-
ment................. 208,202 83,830 (10,394) (1,225) 280,413
Mining properties and
mineral rights....... 47,329 19,389 -- 23 66,741
-------- -------- -------- --------- --------
Total............... $282,612 $113,641 $(12,208) $ (2,025) $382,020
======== ======== ======== ========= ========

- --------
(1) See footnote (1) on Schedule V, Consolidated Property, Plant and Equipment
on page 22 of this Form 10-K for a discussion of items included in this
caption.

Depreciation is provided principally using the straight line method over the
following estimated useful lives: buildings and improvements 3 to 50 years;
machinery and equipment 2 to 20 years.

Amortization is provided principally using the units of production method for
mining properties and mineral rights.

23

FLUOR CORPORATION

SCHEDULE VII--CONSOLIDATED GUARANTEES OF SECURITIES OF OTHER ISSUERS

AS OF OCTOBER 31, 1993

(IN THOUSANDS)

NATURE OF ANY
DEFAULT BY ISSUER OF
SECURITIES GUARANTEED
AMOUNT OWED IN
NAME OF ISSUER BY PERSON OR AMOUNT PRINCIPAL, INTEREST,
OF SECURITIES TITLE OF ISSUE OF PERSONS IN TREASURY SINKING FUND OR
GUARANTEED BY PERSON EACH CLASS OF TOTAL AMOUNT FOR WHICH OF ISSUER REDEMPTION PROVISION,
FOR WHICH SECURITIES GUARANTEED AND STATEMENT OF SECURITIES NATURE OF OR PAYMENT OF
STATEMENT IS FILED GUARANTEED OUTSTANDING IS FILED GUARANTEED GUARANTEE DIVIDENDS
-------------------- ----------------- -------------- ------------ ------------- --------- ---------------------

Kilsby-Roberts Lease obligations/ $14,553 None None Lease payments/ None
Company Industrial Revenue Principal &
Bonds Interest
Equibank N.A. (Trustee) Pollution Control $28,670 None None Principal & None
St. Joe Minerals Corp. Bonds Series 1972 Interest
and 1977
Hartlepet Construction $29,012 None None Principal & None
Investments Limited Contract Loan Interest

SPB Limited Partnership Construction $40,245 None None Principal & None
Contract Loan Interest
DSF Corporation Construction $9,295 None None Principal & None
Contract Loan Interest
Various Lease obligations/ $4,526 None None Lease payments/ None
customers Notes and Principal &
and employees Mortgages Interest

24

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
------- -----------

3.1 Restated Certificate of Incorporation of Fluor Corporation
[filed as Exhibit 3.1 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1987 and incorporated herein
by reference]
3.2 Restated Bylaws (as amended effective September 13, 1993) of
Fluor Corporation
4.1 Indenture dated July 1, 1986 between Fluor Corporation and
Irving Trust Company, trustee [filed as Exhibit 4 to
Registration No. 33-6960 for the issuance of up to $250 million
of debt securities and incorporated herein by reference]
4.2 Fluor Corporation Dividend Reinvestment Plan (effective as of
January 1, 1994)

EXECUTIVE COMPENSATION PLANS/PROGRAMS

10.1 Fluor Corporation and Subsidiaries Executive Incentive
Compensation Plan (as amended through September 15, 1988) [filed
as Exhibit 10.1 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by
reference]
10.2 Fluor Corporation and Subsidiaries Executive Deferred
Compensation Program (as amended through November 15, 1982)
[filed as Exhibit 10.2 to Fluor's annual report on Form 10-K for
the fiscal year ended October 31, 1982 and incorporated herein
by reference]
10.3 Fluor Corporation and Subsidiaries Executive Deferred Salary
Program (as amended through July 8, 1986) [filed as Exhibit 10.3
to Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.4 Fluor Corporation Deferred Directors' Fees Program (as amended
through November 15, 1983) [filed as Exhibit 10.3 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1983 and incorporated herein by reference]
10.5 1977 Fluor Executive Stock Plan (as amended by Amendment No. 4
effective December 9, 1986) [filed as Exhibit 10.6 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1986 and incorporated herein by reference]
10.6 1981 Fluor Executive Stock Plan (as amended by Amendment No. 3
effective December 9, 1986) [filed as Exhibit 10.9 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1986 and incorporated herein by reference]
10.7 1982 Fluor Executive Stock Option Plan (as amended by Amendment
No. 2 effective December 9, 1986) [filed as Exhibit 10.10 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1986 and incorporated herein by reference]
10.8 Fluor Executives' Health Plan Summary [filed as Exhibit 10.11 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1985 and incorporated herein by reference]
10.9 Directors' Life Insurance Summary [filed as Exhibit 10(i) to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1980 and incorporated herein by reference]
10.10 Executive Tax Services Plan (as amended and effective as of
November 1, 1993)
10.11 Executive Personal Financial Counseling Plan (as amended and
effective as of November 1, 1993)
10.12 Company Automobile Policy Summary [filed as Exhibit 10.15 to
Fluor's annual report on Form 10-K for the fiscal year ended
October 31, 1989 and incorporated herein by reference]
10.13 Fluor Excess Benefit Plan (as amended by Second Amendment
effective December 9, 1986) [filed as Exhibit 10.16 to Fluor's
annual report on Form 10-K for the fiscal year ended October 31,
1986 and incorporated herein by reference]

EXHIBIT
NO. DESCRIPTION
------- -----------

10.14 Fluor Executives' Supplemental Benefit Plan (as amended by First
Amendment effective November 15, 1983) [filed as Exhibit 10.16 to
Fluor's annual report on Form 10-K for the fiscal year ended October
31, 1983 and incorporated herein by reference]
10.15 1988 Fluor Executive Stock Plan (as amended and restated effective
March 9, 1993)
10.16 Fluor Corporation Change of Control Compensation Plan (as amended and
restated by Second Amendment effective October 1, 1989) [filed as
Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1989 and incorporated
herein by reference]
10.17 Fluor Special Executive Incentive Plan (effective as of April 27,
1987) [filed as Exhibit 10.27 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1987 and incorporated herein by
reference]
10.18 Retirement Plan for Outside Directors (effective as of May 1, 1992)
[filed as Exhibit 10.18 to Fluor's annual report on Form 10-K for the
fiscal year ended October 31, 1992 and incorporated herein by
reference]

OTHER CONTRACTS

10.19 Concourse Lease dated as of July 26, 1985 between Fluor Corporation
and Fluor Engineers, Inc.
(an entity now having the corporate name of Fluor Daniel, Inc.) with
respect to a portion of the International Headquarters facility
located in Irvine, California, formerly owned by Fluor (the "Irvine
facility"); Schedule of substantially identical Building Pod Lease and
Corporate Tower Lease; and Assignment of Master Leases dated July 26,
1985, assigning Fluor's lessor interest to Crow Winthrop Operating
Partnership ("CWOP") [filed as Exhibit 10.21 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31, 1985 and
incorporated herein by reference]
10.20 Amendment to Master Leases by and between CWOP, Fluor Daniel, Inc. and
Fluor Corporation dated as of November 1, 1989 with respect to the
Irvine facility [filed as Exhibit 10.19 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1991 and incorporated
here in by reference]
13 1993 Annual Report to stockholders (with the exception of the
information incorporated by reference into Items 1, 5, 6, 7 and 8 of
this report, Fluor's 1993 Annual Report to stockholders is not deemed
to be filed as part of this report)
21 Fluor Corporation Subsidiaries
23 Consent of Independent Auditors -- Ernst & Young
24.1 Manually signed Power of Attorney executed by certain Fluor directors
and officers
24.2 Manually signed Powers of Attorney executed by certain Fluor directors