1
================================================================================

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

FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

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)

ONE ENTERPRISE DRIVE, ALISO VIEJO, CALIFORNIA 92656
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 349-2000

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

TITLE OF EACH CLASS
COMMON STOCK, $0.625 PAR VALUE

NAME OF EACH EXCHANGE ON WHICH 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 or any
amendment to this Form 10-K. [ ]

The aggregate market value of the registrant's voting stock held by
non-affiliates was $3,451,394,240 on January 12, 2000 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, $0.625 par value, outstanding as of January 12, 2000 -
76,370,706 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV incorporate certain information by reference from the
registrant's Annual Report to shareholders for the fiscal year ended October 31,
1999.

Part III incorporates certain information by reference from the
registrant's definitive proxy statement for the annual meeting of shareholders
to be held on March 8, 2000, which proxy statement will be filed no later than
120 days after the close of the registrant's fiscal year ended October 31, 1999.

================================================================================

From time to time, Fluor(R) Corporation ("Fluor" or the "Company")
makes certain comments and disclosures in reports and statements, including this
report or statements made by its officers or directors which may be
forward-looking in nature. Examples include statements related to Company
growth, the ability to appropriately handle a slowdown in the demand for
metallurgical coal, the adequacy of funds to service debt and the Company's
opinions about trends and factors which may impact future operating results.
These forward-looking statements could also involve, among other things,
statements regarding the Company's intent, belief or expectation with respect to
(i) the Company's results of operations and financial condition, (ii) the
consummation of acquisition, disposition or financing transactions and the
effect thereof on the Company's business, and (iii) the Company's plans and
objectives for future operations and expansion or consolidation.

Any forward-looking statements are subject to the risks and
uncertainties that could cause actual results of operations, financial
condition, cost reductions, acquisitions, dispositions, financing transactions,
operations, expansion, consolidation and other events to differ materially from
those expressed or implied in such forward-looking statements. Any
forward-looking statements are also subject to a number of assumptions
regarding, among other things, future economic, competitive and market
conditions generally. These assumptions would be based on facts and conditions
as they exist at the time such statements are made as well as predictions as to
future facts and conditions, the accurate prediction of which may be difficult
and involve the assessment of events beyond the Company's control. As a result,
the reader is cautioned not to rely on these forward-looking statements.

The Company wishes to caution readers that forward-looking statements,
including disclosures which use words such as the Company "believes,"
"anticipates," "expects," "estimates" and similar statements, are subject to
certain risks and uncertainties which could cause actual results of operations
to differ materially from expectations. Any forward-looking statements should be
considered in context with the various disclosures made by the Company about its
businesses, including without limitation the risk factors more specifically
described below in Item 1. Business, under the heading "Company Business Risks."

PART I

ITEM 1. BUSINESS

Fluor Corporation 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 One Enterprise Drive,
Aliso Viejo, California 92656, telephone number (949) 349-2000.

The Company is basically a holding company which owns the stock of numerous
subsidiary corporations. Except as the context otherwise requires, the terms
"Fluor" or the "Company" as used herein shall include Fluor Corporation and its
subsidiaries and divisions.

In March 1999, the Company announced a new strategic direction and the
Company was realigned into four principal business segments which the Company
refers to as Strategic Business Enterprises (each, an "SBE") each with clear
performance accountability: the Fluor Daniel(SM) segment which provides design,
engineering, procurement and construction services on a worldwide basis to an
extensive range of industrial, commercial, utility, natural resources and energy
clients; the Fluor Global Services(SM) segment which provides outsourcing and
asset management solutions to its customers; the Fluor Signature Services(SM)
segment which provides traditional business administration and support services
to the Company; and the Coal segment which produces, processes and sells
high-quality, low-sulfur steam coal for the utility industry as well as
industrial customers, and metallurgical coal for the steel industry. The Company
also operates through Fluor Constructors International, Inc. ("Fluor
Constructors") which is organized and operates separately from Fluor Daniel.
Fluor Constructors provides unionized management, construction and management
services in the United States and Canada, both independently and as a
subcontractor to Fluor Daniel, and global support to all Fluor Daniel business
units.

1
3

As part of the new strategic direction, the Company has established a
Global Development, Sales and Marketing group and has implemented a
Knowledge@Work(SM) initiative. Global Development, Sales and Marketing is an
organization which is responsible for providing global account management for
the Company's key clients. The Knowledge@Work initiative is focused on revamping
the Company's work processes and management systems. Its primary goals include
improved access to and use of Company knowledge coupled with an improved ability
to obtain up-to-date and timely information across all aspects of the Company's
business operations.

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

FLUOR DANIEL

The Fluor Daniel SBE ("Fluor Daniel") provides a full range of design,
engineering, procurement, construction and other services to clients in a broad
range of industrial and geographic markets on a worldwide basis. Fluor Daniel's
operations are organized into five business units responsible for identifying
and capitalizing on opportunities in their market segments on a global basis.
The operations of Fluor Daniel are detailed below by business unit:

Chemicals and Life Sciences: The Chemicals and Life Sciences business
unit furnishes a full line of services to the following market segments:
specialty and fine chemicals, petrochemicals, bulk pharmaceuticals, secondary
pharmaceutical manufacturing and biotechnology. A representative sample of the
projects being performed in this business unit include film processing plants
throughout China, a major petrochemical complex in the western province of Saudi
Arabia and a pharmaceutical plant for a major client in Ireland. Life Sciences
clients continue to concentrate their manufacturing capabilities in certain
tax-advantaged locations including Puerto Rico, Ireland and Singapore where
Fluor Daniel has an existing and expanding presence. In addition, the Chemicals
and Life Sciences business unit is targeting development opportunities to
leverage key customer relationships by matching available technologies with
regional market needs and feedstock availability. For example, the Chemicals and
Life Sciences business unit has recently partnered with Du Pont to license,
design and construct industrial plants using Du Pont's PET technology.

Oil, Gas and Power: Fluor Daniel's Oil, Gas and Power business unit is
an integrated service supplier providing a full range of design, engineering,
procurement, construction and project management services in a broad spectrum of
energy industries ranging from upstream production to refining to power
generation. Typical oil and gas projects include new facilities, upgrades,
revamps and expansions for refineries, pipeline installations and oil sands
development projects. Current projects include development of an offshore oil
field in the Timor Sea, various pipeline projects in the Caspian Sea region and
a major oil sands project in Alberta, Canada. In power generation, this business
unit designs, engineers and constructs power generation facilities predominantly
in the fossil fuel power industry through Duke/Fluor Daniel, a partnership with
Duke Energy Corp. Duke/Fluor Daniel was awarded contracts for the development of
seven new power generation facilities in fiscal year 1999.

Mining: The Mining business unit operates internationally in a wide
range of mineral markets providing services ranging from mine planning and
development, project management, technical and engineering services, resource
evaluation, geologic modeling, equipment selection, permitting, construction and
remediation. Projects being performed include the design and installation of the
longest single strand underground conveyor in the world in Colorado,
engineering, procurement and construction services for a major copper and gold
project in Indonesia, design and construction management of the world's largest
"grass roots" copper concentrator on the island of Sumbawa and construction of
the world's largest vanadium production facility located in Western Australia.

Manufacturing: The Manufacturing business unit provides comprehensive
engineering, architectural, construction, design, programming and management
services to the general manufacturing, electronics, food, beverage and consumer
products industries along with specialized construction management expertise for
the pharmaceutical and biotechnology industries. This business unit strives to
build longstanding business relationships with clients as best evidenced by its
thirty year alliance with Procter & Gamble. Current projects of the
Manufacturing business unit include wafer fabrication and processing facilities
in Malaysia, a major

2
4

electronics facility in the Philippines, a resort/hotel in Las Vegas, Nevada and
a research and development and headquarters facility for a major pharmaceutical
company in the northeastern United States.

Infrastructure: The Infrastructure business unit provides design,
engineering, procurement, construction and construction management services for
the transportation industry. In highway construction, this business unit has
completed numerous projects and the anticipated growth of public-private
ventures should serve as a platform to increase its role in this area. For
example, this business unit was recently selected by the South Carolina
Department of Transportation to provide construction and management support for
the statewide highway development program. Other localities are emulating this
innovative approach and, in concert with United States government funding of
over $200-plus billion from the TEA-21 transportation bill resulting in numerous
new transportation opportunities domestically, this business unit is
well-positioned to grow in this area. In the area of railroad construction,
numerous public/private venture projects are now under development in Europe.
The Infrastructure business unit has expanded into this area as exemplified by
its recent joint venture with Mott MacDonald in the United Kingdom to be one of
three primary suppliers of program management services to Britain's Railtrack
for a multi-billion dollar improvement project on one of England's most heavily
traveled rail lines. Finally, the need for improvement and expansion of major
airports is apparent due to global increases in air traffic. In this area, the
Infrastructure business unit has managed numerous projects including its present
involvement in a major expansion project at John F. Kennedy Airport in New York.

COMPETITION

Fluor Daniel is one of the world's larger providers of engineering,
procurement and construction services. The markets served by the business are
highly competitive and for the most part require substantial resources,
particularly highly skilled and experienced technical personnel. A large number
of companies are competing in the markets served by the business. Competition is
primarily centered on performance and the ability to provide the design,
engineering, planning, management and project execution skills required to
complete complex projects in a safe, timely and cost-efficient manner. The
Company's engineering, procurement and construction business derives its
competitive strength from its diversity, reputation for quality, technology,
cost-effectiveness, worldwide procurement capability, project management
expertise, geographic coverage, ability to meet client requirements by
performing construction on either a union or an open shop basis, ability to
execute projects of varying sizes, strong safety record and lengthy experience
with a wide range of services and technologies.

FLUOR GLOBAL SERVICES

The Fluor Global Services SBE ("Fluor Global Services") supplies a full
array of business asset and operation management services outside the
traditional engineering, procurement and construction value chain. Services
provided by Fluor Global Services include operations, maintenance and consulting
services; construction and rental equipment, contract and direct-hire staffing
services and training; and program and asset management services to industries
on a global basis. This separate enterprise was created in order to better serve
the Company's clients and to take advantage of a growing outsourcing market
across a broad range of industries. Fluor Global Services' operations are
organized into the following six business units:

American Equipment Company: American Equipment Company ("AMECO(R)")
sells, rents, services and outsources equipment for construction and industrial
needs on a global basis. In order to better serve clients, AMECO has reorganized
into three business lines: Fleet Services which provides outsourcing services to
targeted industrial markets; Site Services which provides complete rental
equipment and tool programs for capital construction projects; and Dealerships
which provide new and used equipment sales, parts and services in targeted
geographic regions.

TRS Staffing Solutions: TRS Staffing Solutions is a global enterprise
of staffing specialists that provides clients with assistance in temporary,
contract and direct hire positions specializing in information technology,
accounting and financing and engineering personnel. The temporary staffing
segment affords clients flexibility and economies in meeting client needs due to
factors which cannot be handled by a client's normal staffing by

3
5

providing temporary workers on a cost-effective basis. The contract and direct
hire segment is focused on helping clients to effectively recruit and retain
staff.

Operations & Maintenance: Operations & Maintenance furnishes repair,
renovation, replacement, predictive and preventative services to commercial,
industrial, nuclear, fossil fuel, manufacturing and oil, gas and power
facilities worldwide. In addition, it is a leading supplier of integrated
facility management for commercial and government operations, providing
on-location maintenance and operations support coupled with workplace consulting
and facility management services. The services provided by this business unit
are those that are typically outsourced by a client in that they are ancillary
to the primary business of the client. By outsourcing these services, the client
is better able to focus on its primary business activities. Many of these
contracts are evergreen in nature and can be extended for many years.

Fluor Federal Services: Fluor Federal Services(SM) is a leading
provider of services to the United States government, especially with respect to
the operation and environmental remediation of government facilities for the
United States Department of Energy and Department of Defense. These projects
tend to be extremely large, complex in nature and take many years to complete.
Examples of activities being performed by Fluor Federal Services include
environmental restoration, engineering, construction, site operations and
maintenance at government sites located in Hanford, Washington and Fernald,
Ohio.

Telecommunications: The Telecommunications business unit is a leading
provider of systems integration and project management services for the global
telecommunications market. As an example, this business unit was recently named
project manager of a $320 million project to build out a network of fiber optic
cable and point of presence units for Level 3 Communications.

Consulting Services: Consulting Services provides clients with
professional advisory services and operational diagnostics to clients with a
goal that each client reaches optimum business performance.

COMPETITION

The markets served by each Fluor Global Services business unit, while
containing some similarities, tend also to have discrete issues particularly
impacting that unit. Each business unit has a large number of companies
competing in its markets. With respect to AMECO, which operates in numerous
markets, the equipment rental industry is highly fragmented and very
competitive, with most competitors operating in specific geographic areas. In
the sales and service area, the equipment distribution market consists primarily
of firms which operate dealerships representing equipment manufacturers.
Competition in the equipment arena is driven primarily by price, service and
locality to where the client's services are required. With respect to TRS
Staffing Solutions, this is a highly fragmented industry with over 100 companies
competing nationally. The key competitive factors in this segment are price,
service quality, breadth of service and geographical coverage. Key competitive
factors in both Fluor Federal Services and Telecommunications are primarily
centered on performance and the ability to provide the design, engineering,
planning, management and project execution skills required to complete complex
projects in a safe, timely and cost-efficient manner. In both Operations &
Maintenance and Consulting Services, the barrier to entry to these industries is
both financially and logistically low with the result that the industries are
highly fragmented with no single company being dominant. Competition is
generally driven by reputation, price and capacity to perform.

FLUOR SIGNATURE SERVICES

The Fluor Signature Services SBE ("Fluor Signature Services") commenced
operations effective November 1, 1999. This SBE was created primarily to provide
traditional business services and business infrastructure support to the Company
and its divisions and subsidiaries including human resource, finance,
accounting, safety, information technology, knowledge management and office
support services. Fluor Signature Services brings a new approach to doing
business. By assuming responsibility for the delivery of business administration
and support services, Fluor Signature Services will allow the Company's
operating units to focus on their core businesses. The individual operating
units will define and choose which services to purchase from Fluor

4
6

Signature Services. Consolidation of these services into one organization should
reduce costs and improve quality standards. Ultimately, such services may be
marketed to external customers.

COAL

The Coal segment, which operates through A. T. Massey Coal Company,
Inc., is headquartered in Richmond, Virginia and, with its subsidiaries that
conduct Massey's coal-related businesses, 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 22 mining complexes (20 of which include
preparation plants) located in West Virginia, Kentucky, Virginia and Tennessee.
As of October 31, 1999, one of the mining complexes was still in development and
not yet producing coal. 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, 1999, the
Massey Companies' production (expressed in thousands of short tons) of steam
coal and metallurgical coal, respectively, was 23,218 and 15,145 for fiscal year
1999, 19,611 and 18,410 for fiscal year 1998 and 19,798 and 16,757 for fiscal
year 1997. Sales (expressed in thousands of short tons) of coal produced by the
Massey Companies were 37,864 for fiscal year 1999, 37,608 for fiscal year 1998
and 35,643 for fiscal year 1997.

CONTRACTS

A large portion of the steam coal produced by the Massey Companies is sold
to domestic utilities. Metallurgical coal is sold to both foreign and domestic
steel producers. Approximately 66% of the Massey Companies' fiscal year 1999
coal production was sold under long-term contracts, 52% of which was steam coal
and 48% of which was metallurgical coal. Approximately 7% of the coal tonnage
sold by the Massey Companies in fiscal year 1999 was sold outside of North
America.

COMPETITION

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.

OTHER MATTERS

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
approximately $56.4 million which will be recognized as expensed as payments are
made. The amount expensed during fiscal year 1999 approximated $3.6 million.

RESERVES

The management of the Massey Companies estimates that, as of October 31,
1999, the Massey Companies had total recoverable reserves (expressed in millions
of short tons) of 2,087; 720 of which are assigned recoverable reserves and
1,367 of which are unassigned recoverable reserves; and 1,381 of which are
proven recoverable reserves and 706 of which are probable recoverable reserves.

The management of the Massey Companies estimates that approximately
one-third of the total reserves listed above consist of reserves that would be
considered primarily metallurgical grade coal. They also estimate that
approximately 67% 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 substantially all of the metallurgical coal reserves
could be sold as high quality steam coal, if market conditions warrant.

5
7

"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.

OTHER MATTERS

DIVESTITURES AND ACQUISITIONS

During the fiscal year ending October 1999, the Company did not engage in
any acquisitions or divestitures which when considered either independently or
collectively were material to the Company's business, taken as a whole.

NEW SERVICES

There are no new industry segments or new service areas that the Company is
currently planning to enter or that will require a material investment of
Company assets, other than as discussed herein.

RAW MATERIALS

With the exception of Massey and its coal reserves previously discussed,
raw materials are not currently a material issue with respect to any of the
Company's business segments.

PATENTS AND LICENSES

Each of the Company's business segments relies on 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 Company
or any business segment are considered essential to operations. Generally, the
development and improvement of processes, materials and techniques are performed
as part of services in connection with the projects and contracts undertaken for
various clients.

SEASONAL BUSINESS IMPLICATIONS

The Company believes that the business of each of the Company's
industry segments is not seasonal in a material or significant manner.

WORKING CAPITAL

The Company believes that there are no material, special or unusual
working capital requirements in any of the Company's business segments.

CUSTOMERS

None of the business segments of the Company is dependent upon either a
single customer or a limited number of customers in any material manner.

6
8

BACKLOG

The following table sets forth the consolidated backlog of Fluor Daniel
and Fluor Global Services segments at October 31, 1999 and 1998.

1999 1998
---- ----
(IN MILLIONS OF DOLLARS)

Fluor Daniel.................................... $ 6,770 $ 10,403
Fluor Global Services........................... 2,372 2,242
--------- ---------
$ 9,142 $ 12,645
========= =========

The following table sets forth the consolidated backlog of Fluor Daniel
and Fluor Global Services segments at October 31, 1999 and 1998 by region:

1999 1998
---- ----
(IN MILLIONS OF DOLLARS)

United States................................... $ 5,008 $ 5,911
Asia Pacific (including Australia)............... 998 2,260
Europe, Africa and Middle East.................. 1,074 2,023
The Americas.................................... 2,062 2,451
--------- ---------
$ 9,142 $ 12,645
========= =========

Estimated portion not to be performed during fiscal 2000: 21%

For purposes of the preceding tables, Fluor Global Services backlog
figures are not provided for AMECO and TRS Staffing Solutions since there is no
way to meaningfully measure backlog for these business units due to the
short-term nature of the services they provide. Similarly, backlog is not
reported for the Massey Companies because, in the Company's opinion, such
information is not necessarily meaningful because of the nature of the coal
mining business where repetitive services of a short-term nature is the norm.

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 its October 31,
1999 backlog estimated to be performed subsequent to fiscal year 2000.

For additional information with respect to the Company's backlog,
please see Management's Discussion and Analysis contained in Fluor's 1999 Annual
Report to shareholders, which information is incorporated herein by this
reference (and except for this section and other sections specifically
incorporated herein by this reference in Items 1 through 8 of this report,
Fluor's 1999 Annual Report to shareholders is not deemed to be filed as part of
this report).

GOVERNMENT CONTRACTS

Fluor Global Services, predominantly through the Fluor Federal Services
business unit, is a prime contractor or a major subcontractor for a number of
United States government programs. Generally, the programs in question may take
many years to complete and may be implemented by the award of many different
contracts. Despite the fact that these programs are generally awarded on a
multi-year basis, the funding for the programs is generally approved on an
annual basis by Congress. The government is under no obligation to maintain
funding at any specific level, or funds for a program may even be eliminated
thereby significantly curtailing or stopping a program. The government also has
the right to terminate its contracts at any time for convenience. However, the
government is required to equitably adjust a contract for additions or reduction
in scope and, in the event of termination, a contractor may also receive some
allowance for profit on work performed.

Contracts and business with the government are also subject to a number
of socio-economic and other requirements as well as certain procurement
regulations. If a contractor fails to comply with the requirements and

7
9

regulations, it could lead to suspension or even debarment from government
contracting. Finally, government contracting and the continued funding of
programs is also subject to a variety of factors beyond the Company's control
such as political developments both domestically and internationally, budget
considerations and changes in procurement policies.

RESEARCH AND DEVELOPMENT

While the Company engages in research and development efforts both on current
projects and in the development of new products and services, the Company
believes that during the past three fiscal years, it has not incurred costs for
Company-sponsored research and development activities which would be material,
special or unusual in any of the Company's business segments, other than
research and development activities associated with the Company's Knowledge@Work
initiative.

ENVIRONMENTAL, SAFETY AND HEALTH MATTERS

On October 20, 1999, the United States District Court for the Southern
District of West Virginia ("District Court") issued an injunction which
prohibits the construction of valley fills over both intermittent and perennial
stream segments as part of mining operations. While the Massey Companies are not
a party to this litigation, virtually all mining operations (including those of
the Massey Companies) utilize valley fills to dispose of excess materials mined
during coal production. This decision is now under appeal to the Fourth Circuit
Court of Appeals and the District Court has issued a stay of its decision
pending the outcome of the appeal. Based upon the current state of the appeal,
the Company does not believe that the Massey Companies mining operations will be
materially affected while the appeal is pending. If and to the extent that the
District Court's decision is upheld and legislation is not passed which limits
the impact of the decision, all or a portion of the Massey Companies' mining
operations could be affected. The potential impact to the Massey Companies
arising from this proceeding is currently not estimable.

The Massey Companies are affected by and comply with federal, state and
local laws and regulations relating to environmental protection and plant and
mine safety and health, 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; Black Lung Benefits Revenue Act of 1977; and Black Lung
Benefits Reform Act of 1977. The Massey Companies are also affected by acid rain
legislation, which is generally believed to benefit prices for low sulfur coal.
The Massey Companies intend to continue to evaluate and pursue, in appropriate
circumstances, the acquisition of additional low sulfur coal reserves.

It is impossible to predict the full impact of future judicial,
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.

In fiscal year 1999, the Massey Companies expended approximately $11.4
million to comply with environmental, health and safety laws and regulations,
none of which expenditures were capitalized. The Massey Companies anticipate
making $6.8 million and $8.9 million in such non-capital expenditures in fiscal
2000 and 2001, respectively. Of these expenditures, $10.3 million, $5.6 million
and $7.8 million for fiscal 1999, 2000 and 2001, respectively, were or are
anticipated to be for surface reclamation. Existing financial reserves are
believed to be adequate to cover actual and anticipated reclamation
expenditures.

The Company believes, based upon present information available to it,
that its accruals with respect to future environmental costs are adequate and
such future costs will not have a material effect on the Company's consolidated
financial position, results of operations or liquidity. However, the imposition
of more stringent requirements under environmental laws or regulations, new
developments or changes regarding site cleanup costs or the allocation of such
costs among potentially responsible parties, or a determination that the Company
is potentially responsible for the release of hazardous substances at sites
other than those currently identified, could result in additional expenditures
or the provision of additional accruals in expectation of such expenditures.

8
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, 1999:

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

Fluor Daniel ............. 18,147 13,547 31,694
Fluor Global Services .... 6,011 12,581 18,592
Massey Companies ......... 1,039 2,151 3,190
Corporate ................ 85 0 85
------ ------ ------
TOTAL .................... 25,282 28,279 53,561
====== ====== ======

OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHICAL AREA

The financial information for business segments and geographic areas is
included in the Operations by Business Segment and Geographical Area section of
the Notes to Consolidated Financial Statements in Fluor's 1999 Annual Report to
shareholders, which section is incorporated herein by reference.

COMPANY BUSINESS RISKS

Cost Overrun Risks Associated with Fixed, Maximum or Unit Priced
Contracts. A substantial portion of the Company's 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. While, in terms of dollar amount, the majority of
contracts are of the cost-reimbursable type, there has been an increase in the
volume of fixed, maximum, unit-priced and incentive fee contracts. Under fixed,
maximum or unit priced contracts, the Company agrees to perform the contract for
a fixed price, and, as a result, benefit from potential cost savings. At the
same time, however, the Company bears the risk for most cost overruns. Under
fixed price incentive contracts, the Company bears some or all of the risk of
costs exceeding the negotiated ceiling price and shares with the customer any
cost savings up to a negotiated ceiling price. Contract prices are established
in part on cost estimates which are subject to a number of assumptions, such as
assumptions regarding future economic conditions, price and availability of
labor, equipment and materials, applicable law, weather delays or civil unrest
labor disruptions. If, in the future, these estimates prove inaccurate, or
circumstances change, cost overruns may occur. Significant cost overruns could
have a material adverse effect on the Company's results of operations and
financial condition.

Risk of Additional Costs Incurred by Project Performance Problems. In
certain instances, the Company guarantees to a customer that it will complete a
project by a scheduled date or that the facility will achieve certain
performance standards. If the project or facility subsequently fails to meet the
schedule or performance standards, the Company could incur additional costs.
Depending on the nature of the project performance problem, the additional costs
incurred may be non-recoverable which could exceed revenues realized from a
project. Therefore, if the Company experiences a project performance problem,
there could be a material adverse effect on the Company's results of operations
and financial condition.

Uncertainty of Future Contract Awards. Estimates of future performance
depend on, among other matters, the Company's estimates as to whether and when
it will receive certain new contract awards. While these estimates are based
upon good faith judgment, these estimates can be unreliable and may frequently
change based on new facts as they become available. In the case of large-scale
domestic and international projects where timing is often uncertain, it is
particularly difficult to predict whether and when the Company will receive a
contract award. The uncertainty of contract award timing can present
difficulties in matching workforce size with contract needs. In some cases, the
Company maintains and bears the cost of a ready workforce that is larger than
called for under existing contracts in anticipation of future workforce needs
under expected contract awards. If an expected contract award is delayed or not
received, the Company would incur costs that could have a material adverse
effect on the Company's results of operations and financial condition.

Uncertainty of When the Company Might Receive Project Revenues. The time at
which the Company receives revenue from engineering and construction projects
can be affected by a number of factors outside of the Company's control.
Depending upon external conditions, a client may either cancel a project, put it
on hold or extend the schedule. Also, the realization of revenues may be
impacted by future economic conditions, price and availability of labor,
equipment and materials, applicable law, weather delays, civil unrest or labor
disruptions. If revenue that the Company expects to receive from a project is
either delayed or not received, there could be a material adverse effect on the
Company's results of operations and financial condition.

9
11

Uncertainties Associated with Government Contracts. A number of the
Company's contracts are government contracts. Typically, government contracts
are subject to various restrictions and uncertainties such as oversight audits
by government representatives and profit and cost controls. In some cases,
government contracts are exposed to the uncertainties associated with
Congressional funding. In addition, government contracts are subject to specific
procurement regulations and a variety of other socio-economic requirements. The
Company must comply with these government regulations and requirements, as well
as, various statutes related to employment practices, environmental protection,
recordkeeping and accounting. The Company's failure to comply with any of these
regulations, requirements and statutes could lead to suspension from government
contracting or subcontracting for a period of time. In the event one of the
Company's government contracts is terminated for any reason, or if the Company
is suspended from government contract work, there could be a material adverse
effect on the Company's results of operations and financial condition.

Backlog Not Indicative of Future Earnings. The dollar amount of the
Company's backlog, as stated at any given time, is not necessarily indicative of
future earnings. Cancellations or scope adjustments may occur with respect to
contracts reflected in the Company's backlog. In the event that the Company
experiences significant cancellations or scope adjustments in backlog contracts,
there could be a material adverse effect on the Company's results of operations
and financial condition.

Future Environmental, Safety and Health Requirements Could Affect
Financial Condition. It is impossible to reliably predict the full nature and
impact of future judicial, legislative or regulatory developments relating to
the environmental protection, safety and health requirements applicable to the
Company's operations (particularly with respect to coal operations). The
requirements to be met, as well as the technology and length of time available
to meet those requirements, continue to develop and change. To the extent that
the costs associated with meeting those requirements are substantial, there
could be a material adverse effect on the Company's results of operations and
financial condition.

Fluctuation in the Production and Sale of Coal. Coal production and
sales are subject to a variety of factors relating to operations, geology,
transportation, environmental laws and regulations, judicial decisions and
weather. These factors routinely cause the Massey Companies' coal production and
sales to fluctuate, sometimes negatively. For example, labor disruptions may
adversely affect coal production. Similarly, transportation delays may adversely
affect coal sales. Such disruptions and delays lead to increased production
costs and, therefore, could have a material adverse effect on the Company's
results of operations and financial condition.

Uncertainties Associated with Global Economic and Political Conditions.
The Company's businesses are subject to fluctuations in demand and to changing
economic and political conditions, not only domestically, but internationally,
which are beyond the Company's control. In particular, the Company's engineering
and construction and coal businesses are global and are affected by market
conditions outside of the United States. These businesses are often subject to,
among other matters, foreign government policies and regulations, embargoes,
United States government policies and international hostilities. Although the
Company tries to reduce exposure to uncertain international market conditions,
the Company is unable to completely predict or control the amount and mix of
business and sales. To the extent that international businesses are affected by
unexpected international market conditions, there could be a material adverse
effect on the Company's results of operations and financial condition.

Foreign Exchange Risks. Because the Company's functional currency is
the U.S. dollar, non-U.S. operations sometimes face the additional risk of
fluctuating currency values and exchange rates, hard currency shortages and
controls on currency exchange. The Company attempts to limit its exposure to
foreign currency fluctuations in

10
12

contracts by requiring client payments in U.S. dollars or other currencies that
correspond to the currency in which project costs are incurred. Changes in the
value of foreign currencies could have a material adverse effect on the
Company's results of operations and financial condition.

Intense Competition Poses Challenges to Profitability. The Company serves
markets that are highly competitive and in which a large number of multinational
companies compete. In particular, the engineering and construction and coal
markets are highly competitive and require substantial resources and capital
investment in equipment, technology and skilled personnel. Competition also
impacts the Company's contract prices and profit margins. Intense competition is
expected to continue in these markets, presenting the Company with significant
challenges in its ability to maintain strong growth rates and acceptable profit
margins. In the event that the Company is unable to meet these competitive
challenges, there could be a material adverse effect on the Company's results of
operations and financial condition.

ITEM 2. PROPERTIES

Major Facilities

Operations of Fluor and its subsidiaries are conducted in both owned and
leased properties totaling approximately 7.0 million square feet. 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 location and
general character of the major existing facilities, exclusive of mines, coal
preparation plants and their adjoining offices:

LOCATION INTEREST PURPOSE
- -------- -------- -------

UNITED STATES AND CANADA:

Aliso Viejo, California Leased Fluor Corporate Headquarters and Fluor Daniel and Fluor
Global Services Operations
Calgary, Canada Leased Fluor Daniel Canada Operations
Charlotte, North Carolina Leased Duke/Fluor Daniel Operations
Cincinnati, Ohio Leased Fluor Daniel Operations and Procter & Gamble Alliance
Greenville, South Carolina Owned and Leased Fluor Daniel, Fluor Global Services and AMECO Operations
Houston (Sugar Land office), Texas Owned Fluor Daniel and Fluor Global Services Operations
Irvine, California Leased Fluor Signature Services Operations
Pasadena, Texas Owned AMECO Offices and Yard
Philadelphia, Pennsylvania Leased Fluor Daniel and Fluor Global Services Operations
(Marlton, New Jersey office)
Richland, Washington Leased Fluor Federal Services Operations
Riverside, California Owned AMECO Offices and Yard
Rumford, Rhode Island Leased Fluor Daniel Operations
San Juan, Puerto Rico Leased Fluor Daniel Operations
Tucson, Arizona Leased Fluor Daniel Operations
Vancouver, Canada Leased Fluor Daniel Wright Operations
Washington, D.C.

THE AMERICAS: Leased Fluor Daniel Operations
Caracas, Venezuela Leased Fluor Daniel (Tecnofluor) Operations
Mexico City, Mexico Leased ICA Fluor Daniel Operations
Monterey, Mexico Owned AMECO Offices and Yard
Santiago, Chile Owned and Leased Fluor Daniel Chile and AMECO Operations

EUROPE, AFRICA AND MIDDLE EAST:
Al Khobar, Saudi Arabia (Dhahran Owned Fluor Daniel Arabia Operations
area)
Asturias, Spain Owned Fluor Daniel Espana Operations
Camberley, England Leased Fluor Daniel Limited Operations
Haarlem, Netherlands Owned and Leased Fluor Daniel Operations
Sandton, South Africa Leased Fluor Daniel Southern Africa Operations

11
13

LOCATION INTEREST PURPOSE
- -------- -------- -------

ASIA AND ASIA PACIFIC:

Jakarta, Indonesia Leased Fluor Daniel Eastern, Inc. Operations
Manila, Philippines Owned and Leased Fluor Daniel Inc. Philippines Operations
Melbourne, Australia Leased Fluor Daniel Pty Ltd. Operations
New Dehli, India Leased Fluor Daniel India Private Ltd. Operations

COAL OFFICES:

Richmond, Virginia Owned A. T. Massey Operations
Charleston, West Virginia Leased A. T. Massey Operations

Coal Properties

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

ITEM 3. LEGAL PROCEEDINGS

Disputes have arisen between a subsidiary of Fluor Daniel and its
client, Anaconda Nickel, over the Murrin Murrin Nickel Cobalt project located in
Western Australia. Both parties have initiated the dispute resolution process
under the contract. Anaconda's primary contention is that the process design,
through which pressurized and super heated metal slurry flows through a series
of depressurization flash vessels, is defective and incapable of proper
operation. Anaconda further contends that the Company falsely represented that
the process technology employed in the flash vessel design was commercially
proven which Anaconda contends has caused it to lose the benefit of insurance
coverage underwritten by Lloyds of London. Anaconda also contends that it has
suffered other consequential losses, such as loss of profit, for which it seeks
payment from the Company. Anaconda contends that the Company is liable to
Anaconda in the total amount of A$300 million.

The Company vigorously disputes and denies Anaconda's allegations.
Among other things, the Company contends that Anaconda has and continues to
improperly operate the facility causing the flash vessels to fail. When Anaconda
complied with the written operating procedures, the flash vessels operated
properly and continuously. Moreover, the Company contends that Anaconda has
failed to supply the contractually guaranteed feedstock, adversely affecting the
performance of the facility. With respect to the alleged loss of insurance
coverage, the Company contends that it made no representations whatsoever
regarding the flash tank process design, and that, in any event, Anaconda has
not, in fact, lost any insurance coverage, in as much as coverage is being
determined by arbitration currently underway in London between Anaconda and
Lloyds of London. The Company rejects Anaconda's claim of loss of profit, in as
much as the Company has complied with the applicable standards care in the
industry and otherwise, the contract between the Company and Anaconda contains a
waiver of consequential damages, such as loss of profit.

The Company has provided notice to all applicable insurance carriers of
the disputes between the parties. The Company's primary errors and omissions
insurer has provided a favorable coverage determination with respect to the
alleged design defects. If and to the extent that these problems are ultimately
determined to be the responsibility of the Company, the Company anticipates
recovering a substantial portion of this amount from available insurance. For
additional discussion, see Contingencies and Commitments in the Notes to
Consolidated Financial Statements in Fluor's 1999 Annual Report to shareholders,
which section is incorporated herein by this reference.

In addition, Fluor and its subsidiaries, incident to their normal
business activities, are parties to a number of other legal proceedings and
other matters in various stages of development. While the Company cannot predict
the outcome of these proceedings, in the opinion of the Company and based on
reports of counsel, any liability arising from 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 after giving effect to
provisions already recorded.

12
14

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

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT(1)

PHILIP J. CARROLL, JR., age 62

Director since July 1998; Chairman of the Board and Chief Executive
Officer since July 1998; formerly President and Chief Executive Officer of Shell
Oil Company from 1993.

DENNIS W. BENNER, age 58

Vice President and Chief Information Officer since November 1994;
formerly Vice President and General Manager, Information for TRW from 1992.

DON L. BLANKENSHIP, age 49

Director since 1996; Chairman of the Board and Chief Executive Officer
of A.T. Massey Coal Company, Inc.(2) since 1992; joined Rawls Sales & Processing
Co.(3) in 1982.

ALAN L. BOECKMANN, age 51

President and Chief Executive Officer, Fluor Daniel, since March 1999;
formerly Group President, Energy and Chemicals from January, 1996; formerly
President, Plastics and Fibers from 1994; joined the Company in 1979 with
previous service from 1974 to 1977.

JAKE EASTON III, age 52

Vice President, Strategic Planning since March 1999; formerly
President, Strategic Planning Group from 1998; formerly Group President, Fluor
Daniel, Inc.(4) from 1997; formerly President, Petroleum and Petrochemicals from
1994; joined the Company in 1975.

LAWRENCE N. FISHER, age 55

Senior Vice President, Law and Secretary, since 1996; formerly Vice
President, Corporate Law and Assistant Secretary from 1984; joined the Company
in 1974.

FREDERICK J. GRIGSBY, JR., age 52

Senior Vice President, Human Resources and Administration, since
January 1999; formerly Vice President of Human Resources, Thermo King
Corporation from 1995; formerly Director of HR WorkSource, Westinghouse Electric
Corporation from 1993; joined the Company in 1999.

RALPH F. HAKE, age 50

Executive Vice President and Chief Financial Officer, since June 1999;
formerly Senior Executive Vice President and Chief Financial Officer of
Whirlpool Corporation from 1997; formerly Senior Executive Vice President of
Global Operations from 1996; formerly Executive Vice President, North American
Appliance Group from 1992; joined the Company in 1999.

JOHN L. HOPKINS, age 46

President, Global Development, Sales and Marketing, since November
1999; formerly Senior Vice President, Sales and Marketing from 1999; formerly
Group President, Global Chemicals from 1998; formerly President, Chemicals,
Plastics and Fibers from 1995; joined the Company in 1984.

13
15

JAMES O. ROLLANS, age 57

Director since 1997; President and Chief Executive Officer of Fluor
Signature Services since March 1999; formerly Chief Financial Officer from 1998;
formerly Chief Administrative Officer from 1994; formerly Senior Vice President
from 1992; joined the Company in 1982.

JAMES C. STEIN, age 56

Director since 1997; President and Chief Executive Officer of Fluor
Global Services since March 1999; formerly President and Chief Operating
Officer, Fluor Daniel, Inc.(4) from 1997; formerly Group President, Diversified
Services, of Fluor Daniel, Inc.(4) from 1994; joined the Company in 1964.

- ----------------
(1) Except where otherwise indicated, all references are to positions held with
Fluor.

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

(3) Rawl Sales & Processing Co. is a wholly-owned subsidiary of A. T. Massey.

(4) Fluor Daniel, Inc. by virtue of name change filed in October 1999 is now
known as Fluor Enterprises, Inc.

PART II

Information for Items 5, 6, 7 and 7a is contained in Fluor's 1999
Annual Report to shareholders, which information is incorporated herein by
reference:

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

ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... Shareholders' Reference

ITEM 6. Selected Financial Data..................................... Selected Financial Data

ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... Management's Discussion and Analysis

ITEM 7A. Quantitative and Qualitative Discussions
about Market Risk........................................... Management's Discussion 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, 1999 and 1998 and for each of the three years in
the period ended October 31, 1999 and Fluor's unaudited quarterly financial data
for the two year period ended October 31, 1999, 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
unaudited Quarterly Financial Data sections of Fluor's 1999 Annual Report to
shareholders, which are incorporated herein by reference. The report of
independent auditors on Fluor's consolidated financial statements is in the
Management's and Independent Auditors' Reports section of Fluor's 1999 Annual
Report to shareholders and is also incorporated herein by reference.

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

Not Applicable.

14
16

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" in Part I, following Item 4.
Other information required by this item is included in the Biographical section
of the Election of Directors portion of the definitive proxy statement pursuant
to Regulation 14A, involving the election of directors, which is incorporated
herein by reference and will be filed with the Securities and Exchange
Commission (the "Commission") not later than 120 days after the close of Fluor's
fiscal year ended October 31, 1999.

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
10.22 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 shareholders) 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 of the Company 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, 1999, 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:

RESTRICTED SUPPLEMENTAL
INDIVIDUAL OR GROUP STOCK PLANS(1) BENEFIT PLAN(2)
------------------- -------------- ---------------

Philip J. Carroll, Jr.................................... $403,622 $1,512,827
Don L. Blankenship....................................... 1,413,510 454,982
James C. Stein........................................... 559,237 523,229
James O. Rollans......................................... 705,723 601,714
Alan L. Boeckmann........................................ 221,020 341,237
All Executive Officers (11) including the above.......... $4,337,249 $4,373,576

- -----------------

(1) Value at October 31, 1999 of previously awarded restricted stock which
would vest upon change of control.

(2) Lump sum entitlement of previously awarded benefits which would vest upon
change of control.

Further disclosure required by this item is included in the
Organization and Compensation Committee Report on Executive Compensation and
Executive Compensation and Other Information sections of the definitive proxy
statement pursuant to Regulation 14A, involving the election of directors, which
is incorporated herein by reference and will be filed not later than 120 days
after the close of Fluor's fiscal year ended October 31, 1999.

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

Information required by this item is included in the Stock Ownership
section of the Election of Directors portion of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required by this item is included in the Other Matters
section of the Election of Directors portion of the definitive proxy statement
pursuant to Regulation 14A, involving the election of directors, which is
incorporated herein by reference and will be filed not later than 120 days after
the close of Fluor's fiscal year ended October 31, 1999.

15
17

PART IV

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

(a) Documents filed as part of this report:

1. Financial Statements: The following financial statements are contained
in Fluor's 1999 Annual Report to shareholders:

Consolidated Balance Sheet at October 31, 1999 and 1998

Consolidated Statement of Earnings for the years ended October 31,
1999, 1998 and 1997

Consolidated Statement of Cash Flows for the years ended October 31,
1999, 1998 and 1997

Consolidated Statement of Shareholders' Equity for the years ended
October 31, 1999, 1998 and 1997

Notes to Consolidated Financial Statements

See Part II, Item 8 of this report for information regarding the
incorporation by reference herein of such financial statements.

2. Financial Statement Schedules: All 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.

3. Exhibits:

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 October 10, 1999) of Fluor
Corporation

4.1 Fluor Corporation Dividend Reinvestment Plan (as amended and restated
June 30, 1995) [filed as Exhibit 4.2 to Fluor's annual report on Form
10-K for the fiscal year ended October 31, 1995 and incorporated herein
by reference]

4.2 Indenture dated as of February 18, 1997 between Fluor Corporation and
Banker's Trust Company, trustee [filed as Exhibit 4 to Form S-3,
Registration No. 333-18315 for the issuance of up to $350 million of
debt securities and incorporated herein by this reference].

10.1 Fluor Corporation and Subsidiaries Executive Incentive Compensation
Plan (as amended and restated through September 15, 1988) [filed as
Exhibit 10.2 to Fluor's quarterly report on Form 10-Q for the quarterly
period ended July 31, 1996 and incorporated herein by reference]

10.2 Fluor Executive Deferred Compensation Program (as amended and restated
effective May 1, 1997) [filed as Exhibit 10.2 to Fluor's annual report
on Form 10-K for the fiscal year ended October 31,1997 and incorporated
herein by this reference]

10.3 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]

10.4 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]

16
18

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

10.5 Executive Tax Services Plan (as amended and restated effective
September 8, 1998)

10.6 Executive Personal Financial Counseling Plan (as amended effective
September 7, 1998)

10.7 Company Automobile Policy Summary (effective as of July 1, 1998)

10.8 Fluor Executives' Supplemental Benefit Plan (as amended by First
Amendment effective November 15, 1983 as further amended and restated
effective as of May 1, 1999)

10.9 1988 Fluor Executive Stock Plan (as amended and restated effective
December 6, 1994) [filed as Exhibit 10.13 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1995 and incorporated
herein by reference]

10.10 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]

10.11 Fluor Special Executive Incentive Plan (as amended effective December
6, 1994) [filed as Exhibit 10.15 to Fluor's annual report on Form 10-K
for the fiscal year ended October 31, 1995 and incorporated herein by
reference]

10.12 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]

10.13 Executive Severance Plan (amended and restated effective as of July 21,
1999)

10.14 Fluor Corporation Stock Plan for Non-Employee Directors (adopted
effective March 14, 1995) [filed as Exhibit 10.21 to Fluor's quarterly
report on Form 10-Q for the quarterly period ended April 30, 1995 and
incorporated herein by reference]

10.15 1996 Fluor Executive Stock Plan (effective March 12, 1996 as amended
December 10, 1996) [filed as Exhibit 10.20 to Fluor's annual report on
Form 10-K for the fiscal year ended October 31, 1996 and incorporated
herein by this reference]

10.16 Fluor Corporation Restricted Stock Plan for Non-Employee Directors
[filed as Exhibit 10.1 to Fluor's quarterly report as Form 10-Q for the
quarterly period ended April 30, 1997 and incorporated herein by this
reference]

10.17 Employment Agreement between Fluor Corporation and Philip J. Carroll,
Jr. dated as of July 1, 1998 [filed as Exhibit 10.19 to Fluor's annual
report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated herein by this reference]

10.18 Employment Agreement between Fluor Corporation, A.T. Massey Coal
Company, Inc. and Don L. Blankenship dated as of October 1, 1998 [filed
as Exhibit 10.20 to Fluor's annual report on Form 10-K for the fiscal
year ended October 31, 1998 and incorporated herein by this reference]

10.19 Special Successor and Development Retention Program between Fluor
Corporation and Don L. Blankenship dated as of September 1998 [filed as
Exhibit 10.21 to Fluor's annual report on Form 10-K for the fiscal year
ended October 31, 1998 and incorporated herein by this reference]

10.20 Special Retention Program between Fluor Corporation and James O.
Rollans dated September 24, 1999

10.21 Fluor Corporation 1999 Executive Performance Incentive Plan (effective
March 1999) [filed as Exhibit 10.1 to Fluor's quarterly report on Form
10-Q for the quarterly period ending April 30, 1999 and incorporated
herein by this reference]

13 Certain provisions of 1999 Annual Report to shareholders (with the
exception of the information incorporated by reference into Items 1, 5,
6, 7, 7A and 8 of this report, Fluor's 1999 Annual Report to
shareholders is not deemed to be filed as part of this report)

21 Fluor Corporation Subsidiaries

23 Consent of Independent Auditors

24 Manually signed Powers of Attorney executed by certain Fluor directors

27 Financial Data Schedule

(b) Reports on Form 8-K: None were filed during the last quarter of the
period covered by this report.

17
19

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 26, 2000

By: /s/ R. F. Hake
-------------------------------------
R. F. Hake, Executive 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:

/s/ P. J. Carroll, Jr. Chief Executive Officer January 26, 2000
- --------------------------------------------------
P. J. Carroll, Jr.

PRINCIPAL FINANCIAL OFFICER:
Executive Vice President and Chief
/s/ R. F. Hake Financial Officer January 26, 2000
- --------------------------------------------------
R. F. Hake

PRINCIPAL ACCOUNTING OFFICER

/s/ V. L. Prechtl Vice President and Controller January 26, 2000
- --------------------------------------------------
V. L. Prechtl

18
20

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

OTHER DIRECTORS:

* Director January 26, 2000
- --------------------------------------------------
D. L. Blankenship

* Director January 26, 2000
- --------------------------------------------------
C. A. Campbell, Jr.

* Director January 26, 2000
- --------------------------------------------------
P. J. Fluor, Jr.

* Director January 26, 2000
- --------------------------------------------------
D. P. Gardner

* Director January 26, 2000
- --------------------------------------------------
T. L. Gossage

* Director January 26, 2000
- --------------------------------------------------
B. R. Inman

* Director January 26, 2000
- --------------------------------------------------
V. S. Martinez

* Director January 26, 2000
- --------------------------------------------------
D. R. O'Hare

* Director January 26, 2000
- --------------------------------------------------
Lord Renwick, K.C.M.G.

* Director January 26, 2000
- --------------------------------------------------
M. R. Seger

* Director January 26, 2000

- --------------------------------------------------
J. O. Rollans

* Director January 26, 2000
- --------------------------------------------------
J. C. Stein

By: /s/ L. N. Fisher January 26, 2000
------------------------------------------
L. N. Fisher
Attorney-in-fact

Manually signed Powers of Attorney authorizing L. N. Fisher, D. E.
Miller and E. P. Helm and each of them, to sign the annual report on Form 10-K
for the fiscal year ended October 31, 1999 and any amendments thereto as
attorneys-in-fact for certain directors and officers of the registrant are
included herein as Exhibits 24.

19
21

EXHIBIT INDEX

SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
- ------- ----------------------------------------------------------------------- ------------