8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): February 2, 2005

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-16129	33-0927079
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation or organization)		Number)

One Enterprise Drive
Aliso Viejo, California	92656-2606
(Address of principal executive offices)	(Zip Code)

(949) 349-2000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

     On February 2, 2005, Fluor Corporation announced its financial results for the quarter and year ended December 31, 2004. A copy of the press release (the “Earnings Release”) making this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including the exhibit, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.

     Fluor Corporation includes backlog and new awards data in the Earnings Release. Backlog is a measure of the total dollar value of work to be performed on contracts awarded and in progress. Although backlog reflects business that is considered to be firm, cancellations or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, deferrals and revised project scope and costs, both upward and downward. New awards is a measure of the total dollar value of work to be performed on contracts awarded in the period. Backlog and new awards measures are regularly reported in the construction industry.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit
Number	Description
99.1	Press Release Issued by Fluor Corporation on February 2, 2005 announcing its financial results for the quarter and year ended December 31, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 2, 2005	Fluor Corporation
	By:	/s/ D. Michael Steuert
		D. Michael Steuert
		Senior Vice President and Chief Financial Officer

FLUOR CORPORATION
INDEX OF EXHIBITS

Exhibit
Number	Description
99.1	Press Release Issued by Fluor Corporation on February 2, 2005 announcing its financial results for the quarter and year ended December 31, 2004.

EX-99.1

EXHIBIT 99.1

Fluor Corporation	Jerry Holloway/Leann Vandergrift
One Enterprise Drive	Media Relations
Aliso Viejo, California 92656-2606	949.349.7411/7420
949.349.2000 tel	Lila Churney
949.349.5014 fax	Investor Relations
	949.349.3909 tel
	949.349.5375 fax

News Release

Fluor Reports Preliminary 2004 Results with
Record New Awards and Strong Backlog Growth

ALISO VIEJO, Calif., – February 2, 2005 – Fluor Corporation (NYSE: FLR) today announced preliminary financial results for its year ended December 31, 2004. Net earnings for the 2004 year were $186.3 million, or $2.25 per share, compared with $157.5 million, or $1.95 per share, in 2003, which included a net loss from discontinued operations and an after-tax provision for the cumulative effect of a change in accounting principle totaling $22.0 million, or 28 cents per share. Revenues for 2004 increased 7 percent to $9.4 billion compared with $8.8 billion in 2003.

     Net earnings for the fourth quarter were $47.5 million, or 57 cents per share, compared with $51.4 million, or 63 cents per share, in 2003. Revenues for the quarter were $2.7 billion, up 16 percent compared with $2.4 billion a year ago.

     New awards for 2004 were a record $13.0 billion, up 31 percent from $10.0 billion in 2003. Awards in the fourth quarter continued the strong trend experienced throughout the year, increasing 43 percent to $3.4 billion, compared with $2.4 billion a year ago. Consolidated backlog grew 39 percent to $14.8 billion, compared with $10.6 billion at the end of last year, and was up from $13.7 billion at the end of the third quarter.

     “We are pleased with our overall performance in 2004,” said Chairman and Chief Executive Officer Alan Boeckmann. “We delivered earnings performance at the high end of our

guidance. This was accomplished by growing our Oil & Gas, Government, Industrial & Infrastructure and Global Services segments, offsetting the anticipated decline in Fluor’s Power business.

     “We’re particularly encouraged,” continued Boeckmann, “by the strong growth we’ve achieved in backlog this year, driven by strengthening trends in capital spending across a number of Fluor’s markets, building a solid foundation for future earnings growth. As expected, we’re starting to see renewed revenue growth, with increases year over year in both the third and fourth quarters.”

     Consolidated operating profit for the year was $410.9 million, up from $406.3 million a year ago. While revenues were up, driven by increases in Oil & Gas, Government, and Global Services, operating margins decreased to 4.4 percent from 4.6 percent in 2003. The lower margin was primarily due to the significant fall-off in Power which delivered particularly strong margins as projects completed in 2003.

     Corporate G&A expense for the year was reduced by 6 percent to $133.7 million compared with a year ago. Fluor’s financial condition remains strong, with cash and securities of $614 million at year-end. With $130 million of commercial paper outstanding, the debt-to-total capital ratio was 27 percent.

Outlook

     Looking ahead to 2005, Fluor continues to see a favorable outlook for new project prospects. With few exceptions, the major markets that Fluor serves are in a positive part of their business cycle, and the company is well positioned to capitalize on broad-based, strengthening capital spending trends. With $14.8 billion in backlog, the company is positioned to continue to grow revenues and earnings over the next several years. During the year, the

company began work on a significant number of new multi-year projects. Given the profit lag associated with the slow ramp-up of new projects and variability associated with the timing of future new awards, the company’s guidance for 2005 at this early point in the year remains in the range of $2.30 to $2.60 per share.

Business Segments

     Fluor’s Oil & Gas segment reported strong operating profit for the year of $149.9 million, an increase of 24 percent compared with $121.2 million in 2003. Revenues for the segment increased 21 percent to $3.2 billion, while the operating margin increased slightly to 4.7 percent from 4.6 percent a year ago. These improved results reflect the significant ramp-up in new awards throughout 2003 and 2004 for both upstream and downstream projects globally, and substantial progress on major upstream projects in Russia and the Caspian Sea region.

     Operating profit in 2004 for Fluor’s Industrial & Infrastructure segment increased 4 percent to $65.6 million compared with $62.8 million last year. Revenues declined 12 percent to $2.3 billion, impacted by the residual effect of a lower level of new awards in the second half of 2003, along with slower startup of certain new projects. Operating margin increased to 2.9 percent from 2.4 percent in 2003. This improvement reflects a larger proportion of high-margin infrastructure work in the overall mix of the segment. While there was an increase in margins, the year was impacted by an estimated project loss on a transportation project.

     Fluor’s Government segment posted a 74 percent increase in operating profit for the year to $83.5 million. The significant growth in the operating profit was driven by a 34 percent increase in revenues to $2.3 billion and an improvement in the operating margin to 3.7 percent from 2.8 percent last year. The year-over-year improvement in revenues, operating profit and

margin were mainly due to reconstruction activity in Iraq and strong performance on environmental remediation programs for the Department of Energy.

     Operating profit for the Global Services segment in 2004 was $98.3 million, modestly above last year’s $96.9 million. A 16 percent increase in revenues to $1.3 billion was mainly driven by higher work performed on operations and maintenance projects. The operating margin declined to 7.7 percent compared with 8.7 percent a year ago, mainly due to lower levels of company-wide construction activity, which impacted the segment’s construction equipment business.

     Fluor’s Power segment reported $13.6 million in operating profit, a reduction from $77.3 million in 2003. Consistent with the completion of a major cycle of investment in power projects, revenues and operating margin for the power segment declined significantly, as expected. Results were further impacted by costs associated with the startup and commissioning of a waste-coal power plant.

Preliminary Results

     The financial information in this announcement reflects the company’s preliminary results subject to completion of the annual audit. Audited financial results will appear in Fluor’s Form 10-K, which will be filed on or before March 16, 2005.

Fourth Quarter and Year-End Conference Call

     Fluor will host a conference call at 5:00 a.m. Pacific Standard Time on Thursday, February 3, which will be webcast live on the internet and can be accessed by logging onto http://investor.fluor.com. The webcast will be archived for 30 days following the call.

About Fluor Corporation

     Fluor Corporation (NYSE: FLR) provides services on a global basis in the fields of engineering, procurement, construction, operations, maintenance and project management. Headquartered in Aliso Viejo, California, Fluor is a FORTUNE 500 company with revenues of $9.4 billion in 2004. For more information, visit www.fluor.com.

Forward-Looking Statements: This release contains forward-looking statements, including, without limitation, statements relating to the preliminary financial results of the Company pending completion of the Company’s audit, future backlog, revenue and earnings growth opportunities, expected performance of the Company’s business and the expansion of the markets which the Company serves. The forward-looking statements are based on current management expectations and involve risks and uncertainties. Actual results may differ materially as a result of a number of factors, including, among other things: differing financial results upon completion of the Company’s audit; failure to achieve projected backlog, revenue and/or earnings levels; the timely and successful implementation of strategic initiatives; customer cancellations of, or scope adjustments to, existing contracts; difficulties or delays incurred in the execution of contracts; decreased capital investment or expenditures, or a failure to make anticipated increased capital investment or expenditures, by the Company’s clients including our oil, gas, transportation, industrial, infrastructure and government clients; the Company’s failure to receive anticipated new contract awards; increased liability risks in any of the markets the Company serves; the Company’s inability to successfully convert front-end engineering services into future project awards; the cyclical nature of many of the markets the Company serves; and, changes in global business, economic, political and social conditions. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections.

Additional information concerning these and other factors can be found in press releases as well as the Company’s public periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1. Business — Company Risk Factors” in the Company’s Form 10-K filed on March 15, 2004. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department: (949) 349-3909. The Company disclaims any intent or obligation to update its forward-looking statements in light of new information or future events.

FLUOR CORPORATION
CONSOLIDATED FINANCIAL RESULTS (PRELIMINARY)
(in millions, except per share amounts)
Unaudited

THREE MONTHS ENDED DECEMBER 31	2004			2003
Revenues	$	2,739.9		$	2,364.5
Costs and Expenses:
Cost of Revenues		2,623.0			2,249.5
Corporate G&A		49.2			39.9
Net Interest Income		(2.5	)		(1.1	)
Total Costs and Expenses		2,669.7			2,288.3
Earnings before Income Taxes		70.2			76.2
Income Tax Expense		22.7			24.8
Net Earnings	$	47.5		$	51.4
Basic Earnings per Share
Net Earnings		.58			.64
Weighted Average Shares		82.3			80.4
Diluted Earnings per Share
Net Earnings		.57			.63
Weighted Average Shares		83.4			81.6
New Awards	$	3,369.0		$	2,353.3
Backlog	$	14,765.8		$	10,607.1
Work Performed	$	2,686.6		$	2,315.7

YEAR ENDED DECEMBER 31	2004			2003
Revenues	$	9,380.3		$	8,805.7
Costs and Expenses:
Cost of Revenues		8,969.4			8,399.4
Corporate G&A		133.7			141.5
Net Interest Income		(3.5	)		(3.2	)
Total Costs and Expenses		9,099.6			8,537.7
Earnings from Continuing Operations before Income Taxes		280.7			268.0
Income Tax Expense		94.4			88.5
Earnings from Continuing Operations		186.3			179.5
Loss from Discontinued Operations		—			(11.6	)
Cumulative Effect of Change in Accounting Principle		—			(10.4	)
Net Earnings	$	186.3		$	157.5
Basic Earnings (Loss) per Share
Earnings from Continuing Operations	$	2.28		$	2.25
Loss from Discontinued Operations		.00			(.15	)
Cumulative Effect of Change in Accounting Principle		.00			(.13	)
Net Earnings		2.28			1.97
Weighted Average Shares		81.6			79.8
Diluted Earnings (Loss) per Share
Earnings from Continuing Operations	$	2.25		$	2.23
Loss from Discontinued Operations		.00			(.15	)
Cumulative Effect of Change in Accounting Principle		.00			(.13	)
Net Earnings		2.25			1.95
Weighted Average Shares		82.8			80.5
New Awards	$	13,028.6		$	9,976.0
Backlog	$	14,765.8		$	10,607.1
Work Performed	$	9,185.5		$	8,635.3

FLUOR CORPORATION
(PRELIMINARY)
Unaudited

SELECTED BALANCE SHEET ITEMS
($ in millions, except per share amounts)

	DECEMBER 31, 2004			DECEMBER 31, 2003
Cash and Cash Equivalents	$	613.7		$	496.5
Total Current Assets		2,788.8			2,213.6
Total Assets		4,046.6			3,449.5
Total Short-Term Debt		129.9			221.5
Total Current Liabilities		1,856.7			1,829.1
Long-term Debt		347.6			44.7
Shareholders’ Equity		1,325.4			1,081.5
Total Debt to Capitalization %		26.5	%		19.7	%
Shareholders’ Equity Per Share	$	15.68		$	13.17

OTHER ITEMS
($ in millions)

	Three Months Ended				Year Ended
	December 31				December 31
	2004		2003		2004		2003
Depreciation **	$	23.5	$	19.8	$	87.0	$	79.7
Capital Expenditures **		35.6		31.6		104.4		79.2

** Continuing operations only.

BUSINESS SEGMENT FINANCIAL REVIEW
($ in millions)

THREE MONTHS ENDED DECEMBER 31	2004		2003
Revenues
Oil & Gas	$	933.3	$	708.6
Industrial & Infrastructure		776.6		611.9
Government		571.8		605.1
Global Services		383.3		284.1
Power		74.9		154.8
Total revenues	$	2,739.9	$	2,364.5

Operating Profit / Margin %	$			%			$		%
Oil & Gas	$	47.3			5.1		$	36.1		5.1
Industrial & Infrastructure		23.3			3.0			17.9		2.9
Government		20.0			3.5			15.7		2.6
Global Services		29.5			7.7			27.8		9.8
Power		(3.2	)		(4.2	)		17.5		11.3
Total operating profit / margin %	$	116.9			4.3		$	115.0		4.9

YEAR ENDED DECEMBER 31	2004		2003
Revenues
Oil & Gas	$	3,207.3	$	2,647.0
Industrial & Infrastructure		2,295.9		2,597.4
Government		2,270.5		1,693.8
Global Services		1,280.2		1,108.3
Power		326.4		759.2
Total revenues	$	9,380.3	$	8,805.7

Operating Profit / Margin %	$		%		$		%
Oil & Gas	$	149.9		4.7	$	121.2		4.6
Industrial & Infrastructure		65.6		2.9		62.8		2.4
Government		83.5		3.7		48.1		2.8
Global Services		98.3		7.7		96.9		8.7
Power		13.6		4.2		77.3		10.2
Total operating profit / margin %	$	410.9		4.4	$	406.3		4.6

FLUOR CORPORATION
Supplemental Fact Sheet (PRELIMINARY)
Unaudited

NEW AWARDS
($ in millions)

THREE MONTHS ENDED DECEMBER 31	2004				2003				% Chg
Oil & Gas	$	730	22	%	$	752	32	%		-3	%
Industrial & Infrastructure		1,119	33	%		483	21	%		132	%
Government		406	12	%		540	23	%		-25	%
Global Services		617	18	%		408	17	%		51	%
Power		497	15	%		170	7	%		193	%
TOTAL NEW AWARDS	$	3,369	100	%	$	2,353	100	%		43	%

YEAR ENDED DECEMBER 31	2004				2003				% Chg
Oil & Gas	$	3,587	27	%	$	3,686	37	%		-3	%
Industrial & Infrastructure		5,038	39	%		2,558	26	%		97	%
Government		2,254	17	%		1,995	20	%		13	%
Global Services		1,538	12	%		1,252	12	%		23	%
Power		612	5	%		485	5	%		26	%
TOTAL NEW AWARDS	$	13,029	100	%	$	9,976	100	%		31	%

BACKLOG TRENDS
($ in millions)

AS OF DECEMBER 31	2004				2003				% Chg
Oil & Gas	$	4,778	33	%	$	3,420	32	%		40	%
Industrial & Infrastructure		5,658	38	%		3,273	31	%		73	%
Government		1,520	10	%		1,488	14	%		2	%
Global Services		2,258	15	%		1,821	17	%		24	%
Power		552	4	%		605	6	%		-9	%
TOTAL BACKLOG	$	14,766	100	%	$	10,607	100	%		39	%
United States	$	5,418	37	%	$	5,041	48	%		7	%
The Americas		3,781	25	%		1,190	11	%		218	%
Europe, Africa and the Middle East		4,708	32	%		3,871	36	%		22	%
Asia Pacific		859	6	%		505	5	%		70	%
TOTAL BACKLOG	$	14,766	100	%	$	10,607	100	%		39	%