ITEM 1. BUSINESS.
The registrant is an unincorporated association in the form of a business trust organized in Ohio under a Declaration of Trust dated August 1, 1961, as amended from time to time through July 25, 1986 (the "Declaration of Trust"), which has as its principal investment policy the purchase of interests in real estate equities. The registrant qualifies as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code.
In order to encourage efficient operation and management of its property, and after receiving a ruling from the Internal Revenue Service with respect to the proposed form of organization and operation, the registrant, in 1971, caused a management company to be organized pursuant to the laws of the State of Delaware under the name First Union Management, Inc. (the "Management Company"), to lease property from the registrant and to operate such property for its own account as a separate taxable entity. The registrant presently net leases 30 of its properties to the Management Company. The shares of the Management Company are held in trust, with the shareholders of the registrant, as exist from time to time, as contingent beneficiaries. For financial reporting purposes, the financial statements of the Management Company are combined with those of the registrant.
The registrant owns regional enclosed shopping malls, large downtown office buildings and apartment complexes. Its portfolio is diversified by type of property, geographical location, tenant mix and rental market. As of December 31, 1993, the registrant owned (in fee or pursuant to long-term ground leases under which the registrant is lessee) seven office buildings, 15 shopping malls, 50% interests in two shopping malls, six apartment complexes, a 1,100-car parking garage, and a 300-car parking facility, as well as other miscellaneous properties (see Item 2

ITEM 2. PROPERTIES -Continued
======= =======
ITEM 2. PROPERTIES - Continued NOTES
(1) The square footage shown represents gross leasable area for shopping malls and net rentable area for office buildings. The apartments are shown as number of units. The parking garage and parking facility are shown as number of parking spaces.
(2) Occupancy rates shown are as of December 31, 1993, and are based on the total square feet at each property, except apartments which are based on the number of units.
(3) The registrant obtained mortgages on the following properties subsequent to acquisition: Wyoming Valley Mall in the amount of $259,000 in 1982; Somerset Lakes Apartments in the amount of $12,000,000 in 1990; Meadows of Catalpa Apartments in the amount of $8,000,000 in 1992; Crossroads Shopping Center (St. Cloud, MN) in the amount of $35,000,000 in 1993; and Huntington Parking Garage in the amount of $9,300,000 in 1993.
(4) This property has two mortgages. Interest rates are 9.75% and 9.5%. The mortgages mature in 2000 and 2005, respectively. The 9.75% mortgage, in the principal amount of $4,084,000, has a principal repayment for 1994 of $482,000. The 9.5% mortgage, in the principal amount of $182,000, has a principal repayment for 1994 of $10,000.
(5) The total mall contains 656,000 square feet; the registrant owns 598,000 square feet, the balance being ground leased to Giant Eagle Markets, Inc. The occupancy rate at December 31, 1993 is non-inclusive of Wal-Mart which opened in January 1994. Wal-Mart is currently occupying 126,390 square feet, which increased total mall occupancy to 81% in January 1994.
(6) The total mall contains 528,000 square feet; the registrant owns 429,000 square feet, the balance being separately ground leased to Boscov Depart- ment Store, Inc.
(7) This property serves as collateral for borrowings in excess of $30 million on the registrant's $60 million five-year term loan.
(8) The total mall contains 743,000 square feet; the registrant owns 636,000 square feet, the balance being separately owned by Target Stores.
(9) The mortgage has a variable interest rate which was 5.63% at December 31, 1993. The interest is tied to LIBOR with a maximum rate of 9.5%. At maturity in 2003, a lump sum payment will be due of approximately $25,682,000.
(10) The total mall contains 425,000 square feet; the registrant owns 328,000 square feet, the balance being separately owned by an unrelated third party with Sears, Roebuck and Co. as tenant.
(11) The total mall contains 386,000 square feet; the registrant owns 291,000 square feet, the balance being separately owned by Montgomery Ward & Co., Incorporated.
(12) Highly competitive market conditions have made leasing space difficult. The registrant continues to seek tenants and alternative retail strategies for this property.
ITEM 2. PROPERTIES - Continued
(13) The total mall contains 434,000 square feet; the registrant owns 257,000 square feet, the balance being separately owned by Montgomery Ward Development Corporation.
(14) The property was inundated by a flood which occurred in February 1986. The mall was subsequently rebuilt and re-opened in November 1986. In May 1992, a 60,000 square foot supermarket opened. Additionally, a temporary tenant occupied approximately 70,000 square feet as of December 31, 1993. The Trust is pursuing a mixed use strategy for this former retailing facility.
(15) The total mall contains 418,000 square feet; the registrant owns 308,000 square feet, the balance being separately ground leased to Sears, Roebuck and Co.
(16) This mortgage is interest only until maturity in December 1995.
(17) This property has two mortgages. The interest rate on both mortgages is 10%. The mortgage in the principal amount of $8,000 fully amortizes through maturity in 1994. The mortgage in the principal amount of $2,225,000 is interest only and matures in 1998.
(18) This property has two mortgages. Interest rates are 8.875% and 9.375%. The mortgages mature in 2005 and 2007, respectively. The 8.875% mortgage, in the principal amount of $930,000, has a principal repayment for 1994 of $51,000. The 9.375% mortgage, in the principal amount of $697,000, has a principal repayment for 1994 of $27,000.
(19) This property has two mortgages. Interest rates are 8.50% and 9.25%, and both mature in 2000. The 8.50% mortgage, in the principal amount of $1,579,000, has a principal repayment for 1994 of $191,000. The 9.25% mortgage, in the principal amount of $1,345,000, has a principal repayment for 1994 of $105,000.
(20) Represents a long-term leasehold estate interest which was capitalized in accordance with Statement of Financial Accounting Standards No. 13.
(21) The registrant has ground leased the land until October 30, 2011, with seven 10-year renewal options.
ITEM 2. PROPERTIES - Continued
As of December 31, 1993, the registrant owned in fee its interests in Middletown Mall, Crossroads Center (St. Cloud, Minnesota), Wyoming Valley Mall, Mall 205, Crossroads Mall (Ft. Dodge, Iowa), Westgate Towne Centre, Mountaineer Mall, Plaza 205, Peach Tree Mall, Valley Mall, Fingerlakes Mall, Fairgrounds Square Mall, Wilkes Mall, 55 Public Square Building, Henry C. Beck Building, Landmark Towers, Ninth Street Plaza, Somerset Lakes Apartments, Meadows of Catalpa Apartments, Briarwood Apartments, Woodfield Gardens Apartments, Windgate Place Apartments, Walden Village Apartments, Land - Huntington Building, and the Parking Facility. The registrant holds a leasehold estate or estates, or a fee interest and one or more leasehold estates in North Valley Mall, Valley North Mall, Two Rivers Mall, Kandi Mall, Circle Tower Building, Rockwell Avenue Building, 300 Sixth Avenue Building and the Parking Garage.
ITEM 2. PROPERTIES -Continued RENTALS FROM NET LEASES
The following table sets forth the rentals payable to the registrant for the year ended December 31, 1993, under net leases of the properties indicated:
ITEM 2. PROPERTIES -Continued
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS.
The Trust has pursued legal action agaist the State of California associated with the 1986 flood of Peach Tree Mall. In September 1991, the court ruled in favor of the Trust on the liability portion of this inverse condemnation suit, which the State of California appealed. The Trust is proceeding with its damage claim. No recognition of potential income has been made in the accompanying financial statements.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET PRICE AND DIVIDEND RECORD.
"Market Price and Dividend Record" presented on the inside front cover of registrant's 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA.
"Selected Financial Data" presented on pages 18 and 19 of registrant's 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" presented on pages 30 through 31 of registrant's 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS.
The "Combined Balance Sheets" as of December 31, 1993 and 1992, and the "Combined Statements of Income, Combined Statements of Changes in Cash, Combined Statements of Shareholders' Equity" for the years ended December 31, 1993, 1992 and 1991, of the registrant, "Notes to Combined Financial Statements" and "Report of Independent Public Accountants" are presented on pages 20 through 29 of registrant's 1993 Annual Report to Shareholders and are incorporated herein by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) DIRECTORS.
"Election of Trustees" presented on pages 1 through 4 of registrant's 1994 Proxy Statement is incorporated herein by reference.
(b) EXECUTIVE OFFICERS.
The above-named executive officers of the registrant hold office at the pleasure of the Trustees of the registrant, and until their successors are chosen and qualified.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION.
"Compensation of Trustees" and "Executive Compensation", presented on page 4 and pages 7 through 10, respectively, of registrant's 1994 Proxy Statement are incorporated herein by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
"Security Ownership of Trustees, Officers and Others" presented on page 6 of registrant's 1994 Proxy Statement is incorporated herein by reference.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
(1) FINANCIAL STATEMENTS:
Combined Balance Sheets - December 31, 1993 and 1992 (incorporated by reference to page 20 of registrant's 1993 Annual Report to Shareholders).
Combined Statements of Income - For the Years Ended December 31, 1993, 1992 and 1991 (incorporated by reference to page 21 of registrant's 1993 Annual Report to Shareholders).
Combined Statements of Changes in Cash - For the Years Ended December 31, 1993, 1992 and 1991 (incorporated by reference to page 22 of registrant's 1993 Annual Report to Shareholders).
Combined Statements of Shareholders' Equity - For the Years Ended December 31, 1993, 1992 and 1991 (incorporated by reference to page 23 of registrant's 1993 Annual Report to Shareholders).
Notes to Combined Financial Statements (incorporated by reference to pages 24 through 28 of registrant's 1993 Annual Report to Shareholders).
Report of Independent Public Accountants (incorporated by reference to page 29 of registrant's 1993 Annual Report to Shareholders).
(2) FINANCIAL STATEMENT SCHEDULES:
Report of Independent Public Accountants on Financial Statement Schedules.
SCHEDULE IX - Short-Term Borrowings.
SCHEDULE XI - Real Estate and Accumulated Depreciation.
SCHEDULE XII - Mortgage Loans on Real Estate.
All Schedules, other than IX, XI and XII, are omitted, as the information is not required or is otherwise furnished.
(b) EXHIBITS.
Exhibit (10)(a) - Share Purchase Agreement dated as of December 31, 1983 between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 2-88719).
Exhibit (10)(b) - First Amendment to Share Purchase Agreement dated as of December 10, 1985 between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-2818).
Exhibit (10)(c) - Second Amendment to Share Purchase Agreement dated as of December 9, 1986 between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-11524).
Exhibit (10)(d) - Third Amendment to Share Purchase Agreement dated as of December 2, 1987 between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-19812).
Exhibit (10)(e) - Fourth Amendment to Share Purchase Agreement dated as of December 7, 1988, between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-26758).
Exhibit (10)(f) - Fifth Amendment to Share Purchase Agreement dated as of November 29, 1989, between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-33279).
Exhibit (10)(g) - Sixth Amendment to Share Purchase Agreement dated as of November 28, 1990, between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-38754).
Exhibit (10)(h) - Seventh Amendment to Share Purchase Agreement dated as of November 27, 1991, between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-45355).
Exhibit (10)(i) - Eighth Amendment to Share Purchase Agreement dated as of November 30, 1992, between registrant and First Union Management, Inc., (incorporated by reference to Registration Statement No. 33-57756).
Exhibit (11) - Statements Re: Computation of Per Share Earnings.
Exhibit (12) - Statements Re: Computation of Ratios.
Exhibit (13) - 1993 Annual Report to Shareholders.
Exhibit (23) - Consent of Independent Public Accountants.
Exhibit (24) - Powers of Attorney.
(c) REPORTS ON FORM 8-K.
None.
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.
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
By: /S/James C. Mastandrea _____________________________ James C. Mastandrea, Chairman, President and Chief Executive Officer
March 21, 1994
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 Chairman, President March 21, 1994 and Chief Executive Officer /S/James C. Mastandrea ________________________ James C. Mastandrea
Principal Financial Officer Executive Vice- March 21, 1994 President and Chief Financial Officer /S/Gregory D. Bruhn ________________________ Gregory D. Bruhn
Principal Financial and Senior Vice President- March 21, 1994 Accounting Officer Controller
/S/John J. Dee ________________________ John J. Dee
TRUSTEES: ) DATE ) *Otes Bennett, Jr. ) ) *William E. Conway ) ) *Allen H. Ford ) ) *Russell R. Gifford ) ) March 21, 1994 *James C. Mastandrea ) ) ) ) ) *By: /S/Paul F. Levin ) _________________________________ ) Paul F. Levin, Attorney-in-fact )
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To First Union Real Estate Equity and Mortgage Investments:
We have audited in accordance with generally accepted auditing standards, the combined financial statements included in the registrant's 1993 Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 1, 1994. Our audit was made for the purpose of forming an opinion on those combined statements taken as a whole. The schedules listed under Item 14(a)(2) on page 15 are the responsibility of management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic combined financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic combined financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio, February 1, 1994.
SCHEDULE IX -----------
SHORT-TERM BORROWINGS --------------------- (IN THOUSANDS, EXCEPT PERCENTAGES)
SCHEDULE XI -----------
REAL ESTATE AND ACCUMULATED DEPRECIATION ---------------------------------------- AS OF DECEMBER 31, 1993 ----------------------- (IN THOUSANDS)
SCHEDULE XI ----------- - Continued
The following is a reconciliation of real estate assets and accumulated depreciation for the years ended December 31, 1993, 1992 and 1991:
Schedule XII
MORTGAGE LOANS ON REAL ESTATE AS OF DECEMBER 31, 1993 (IN THOUSANDS, EXCEPT FOR PAYMENT TERMS AND FOOTNOTES)


ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS:
Foster Wheeler Corporation was incorporated under the laws of the State of New York in 1900. Executive offices of Foster Wheeler Corporation are at Perryville Corporate Park, Clinton, New Jersey, 08809-4000 (Telephone (908) 730-4000). Except as the context otherwise requires, the term "Foster Wheeler" as used herein includes Foster Wheeler Corporation and its subsidiaries.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS:
Incorporated by reference to Note 16 on page 35 in the Notes to Financial Statements in Foster Wheeler's Annual Report to Stockholders for the year ended December 31, 1993.
NARRATIVE DESCRIPTION OF BUSINESS:
Commencing in 1993, the activities of the Corporation have been redefined to focus on three core business groups covering Engineering and Construction, Energy Equipment and Power Systems. Prior to 1993, the Industrial and Environmental Group was reported as a separate segment. Those companies previously reported within the Industrial and Environmental Group have been reclassified as follows: Glitsch International, Inc. is now considered part of the Energy Equipment Group; Thermacote Welco Company, which was sold in September 1993, Barsotti's Inc. and Ullrich Copper, Inc. are aggregated as part of Corporate and Financial Services. Certain reclassifications have been made to conform prior years' data to the current presentation. These reclassifications had no impact on the previously reported consolidated earnings of the Corporation.
The three business groups are: the Engineering and Construction Group that consists primarily of the design, engineering and construction of process plants and fired heaters for oil refineries, synthetic fuels, and chemical producers; the Energy Equipment Group that consists mainly of the design and fabrication of steam generators and condensers, and suppliers of mass-transfer equipment, tower packings and industrial wire mesh; and the Power Systems Group engaged in the owning, leasing to, or operation for third parties of solid waste-to-energy and cogeneration plants. Foster Wheeler markets its services and products through a staff of sales and marketing personnel and through a network of sales representatives. The businesses of its industry groups are not seasonal nor are they dependent on a single customer or a very few customers. No one customer accounts for 10 percent or more of Foster Wheeler's consolidated revenues, although in any given year one customer could contribute significantly to such revenues.
The materials used in Foster Wheeler's manufacturing and construction operations are obtained from both domestic and foreign sources. Materials, which consist mainly of steel products and manufactured items, are heavily dependent on foreign sources, particularly on overseas projects.
Generally, lead time for delivery of materials does not presently constitute a problem.
Foster Wheeler owns and licenses patents, trademarks and know-how which are used in each of its industry groups. Such licenses, patents and trademarks are of varying durations. No industry group of the Corporation is materially dependent upon any particular or related group of patents, trademarks or licenses. Foster Wheeler has licensed companies throughout the world to manufacture marine and stationary steam generators and related equipment and certain of its other products. Principal licensees are in Japan, the Netherlands, Italy, Spain, Portugal, Norway and England.
For the most part, Foster Wheeler products are custom designed and manufactured and are not produced for inventory. As is the practice in the Engineering and Construction Group and Energy Equipment Group, customers often make a down payment at the time a contract is entered into, and continue to make progress payments until the contract is completed and the work has been accepted as meeting contract guarantees.
The Engineering and Construction Group backlog at the end of 1993 was $2.7 billion. Refinery upgrading and reconfiguration projects continue to be the major sources of new orders for the Group with strong markets in the Pacific Rim and the Middle East. The Energy Equipment Group backlog at the end of 1993 was $890.5 million.
Foster Wheeler had a backlog of firm orders as of December 31, 1993 of $3,884,100,000 as compared to a backlog as of December 25, 1992 of $3,806,800,000. The elapsed time from the award of a contract to completion of performance may be up to four years. The amount of backlog at December 31, 1993 should not necessarily be considered indicative of Foster Wheeler's total revenues for 1994, since contracts may under certain circumstances be accelerated or delayed and new orders booked in 1994 may be billed during that year.
The backlog by major industry segments as of December 31, 1993 and December 25, 1992 is as follows:
The Power Systems projects consist of the following:
* Includes Recycling.
For waste-to-energy (resource recovery) projects, generally, it takes approximately two to three years from award of a contract and the signing of a service agreement with a community to the beginning of construction.
Many companies compete in the Engineering and Construction segment of Foster Wheeler's business. Management estimates, based on industrial publications, that it is among the ten largest of the many large and small companies engaged in the design and construction of petroleum refineries and chemical plants. In the manufacture of refinery and chemical plant equipment, neither Foster Wheeler nor any other single company contributes a large percentage of the total volume of such business.
In the Energy Equipment Group, Foster Wheeler competes in the United States with three major and a number of smaller manufacturers of coal, oil, and gas-fired steam generating equipment, and, based on a review of trade association materials, it is third largest in this area. Its two major competitors are Combustion Engineering, Inc., a wholly owned subsidiary of ABB Asea Brown Boveri, Ltd.; and Babcock and Wilcox Co., a wholly owned subsidiary of J. Ray McDermott & Co., Inc. It competes in the United States with seven or more manufacturers of condensers, feedwater heaters and heat transfer equipment, and is among the largest of these manufacturers.
For the most part, contracts are awarded on the basis of price, delivery, performance and service.
Foster Wheeler is continually engaged in research and development efforts both in performance and analytical services on current projects and in development of new products and processes. During 1993, approximately $8,350,000, and in 1992 and 1991, $6,900,000 and $7,500,000, respectively, was spent on Foster Wheeler sponsored research activities. During the same periods, approximately $40,850,000, $32,300,000, and $27,200,000, respectively, was spent on customer sponsored research.
Foster Wheeler and its domestic subsidiaries are subject to certain Federal, state and local environmental, occupation health and product safety laws. Foster Wheeler believes all its operations are in compliance with such laws and does not anticipate any material capital expenditures or adverse effect on earnings in maintaining compliance with such laws.
Foster Wheeler had approximately 9,350 full-time employees on December 31, 1993. Following is a tabulation of the number of full-time employees of Foster Wheeler in each of its industry segments for the past three years:
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES:
Incorporated by reference to Note 16 on page 35 in the Notes to Financial Statements in Foster Wheeler's Annual Report to Stockholders for the year ended December 31, 1993.
ITEM 2.

ITEM 2. PROPERTIES
COMPANY AND (INDUSTRY SEGMENT*)
COMPANY AND (INDUSTRY SEGMENT*)
COMPANY AND (INDUSTRY SEGMENT*)
COMPANY AND (INDUSTRY SEGMENT*)
(1) Portion leased or subleased to a responsible tenant. (2) Entire facility leased to a responsible tenant, with a portion being subleased back to Foster Wheeler subsidiaries. (3) 50% ownership interest.
With the exception of the New York Office of the Corporation, locations of less than 10,000 square feet are not listed. Except as noted above, the properties set forth are held in fee. All or part of listed locations may be leased or subleased to other affiliates. All properties are in good condition and adequate for their intended use.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
Incorporated by reference to Note 12 on page 33 in the Notes to Financial Statements in Foster Wheeler's Annual Report to Stockholders for the year ended December 31, 1993.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 4(A) EXECUTIVE OFFICERS OF THE REGISTRANT
In accordance with General Instruction G (3) of Form 10-K information regarding executive officers is included in PART I.
The executive officers of Foster Wheeler, all of whom have held executive positions with Foster Wheeler or its subsidiaries for more than the past five years, except Messrs. Bartoli, O'Brien and Whittaker, are as follows:
Each officer holds office for a term running until the Board of Directors meeting next following the Annual Meeting of Stockholders and until his/her successor is elected and qualified. There are no family relationships between the officers listed above. There are no arrangements or understandings between any of the listed officers and any other person, pursuant to which he/she was elected as an officer.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated by reference to Note 11 on page 33 in Foster Wheeler's Annual Report to Stockholders for the year ended December 31, 1993. The Corporation's common stock is traded on the New York Stock Exchange. The approximate number of stockholders of record as of December 31, 1993 was 8,008.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
(In Thousands of Dollars, Except Per Share Data)
(1) As of the beginning of 1992, the Corporation adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The effect of the accounting change at the beginning of 1992 was a charge to earnings of $91.3 million after tax and valuation allowance which amounted to $2.57 per share.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference to pages 18 to 22 in Foster Wheeler's Annual Report to Stockholders for the year ended December 31, 1993.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to the following sections of Foster Wheeler's Annual Report to Stockholders for the year ended December 31, 1993:
A. Consolidated Balance Sheet, December 31, 1993 and December 25, 1992 (page 23)
B. Consolidated Statement of Earnings for the years ended December 31, 1993; December 25, 1992; and December 27, 1991 (page 24)
C. Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 1993; December 25, 1992; and December 27, 1991 (page 25)
D. Consolidated Statement of Cash Flows for the years ended December 31, 1993; December 25, 1992; and December 27, 1991 (page 26)
E. Notes to Financial Statements (pages 27-35)
F. Report of Independent Accountants (page 24)
Schedules Required by Regulations S-X
G. Schedule V, Land, Buildings and Equipment (page 23 of Form 10-K)
H. Schedule VI, Accumulated Depreciation of Buildings and Equipment (page 24 of Form 10-K)
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to pages 2-4 of Foster Wheeler's Proxy Statement, dated March 18, 1994, for the Annual Meeting of Stockholders to be held April 25, 1994. Certain information regarding executive officers is included in Part I in accordance with General Instruction G (3) of Form 10-K.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to pages 6-12 of Foster Wheeler's Proxy Statement, dated March 18, 1994, for the Annual Meeting of Stockholders to be held April 25, 1994.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to pages 2-4 of Foster Wheeler's Proxy Statement, dated March 18, 1994, for the Annual Meeting of Stockholders to be held April 25, 1994.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1 - Financial Statements
The index to Financial Statements is incorporated in this paragraph by reference to Item 8, page 14
2 - Financial Statement Schedules
Schedule V, Land, Buildings and Equipment, page 23
Schedule VI, Accumulated Depreciation of Buildings and Equipment,
All other schedules and financial statements have been omitted because of the absence of conditions requiring them or because the required information is shown in the financial statements or the notes thereto.
(b) Reports on Form 8-K:
The following reports on Form 8-K have been filed during the period September 25 through December 31, 1993:
None
3 - The following Exhibits are required by Item 601 of Regulation S-K and by paragraph (c) of Item 14 of Form 10-K:
(2) Not applicable
(3) By-Laws of Registrant as amended through February 22, 1994 and filed as part of this report.
(4) Not applicable
(9) Not applicable
(10) Not applicable
(11) Not applicable
(12) Not applicable
(13) Except for those portions thereof which are expressly incorporated by reference in this filing, the Financial Section of the Annual Report to Stockholders of Foster Wheeler Corporation (pages 17-35) for the fiscal year ended December 31, 1993 is furnished for the information of the Commission and is not deemed "filed" as part of this filing.
(18) Not applicable
(21) Subsidiaries of the registrant (pages 18 and 19)
(22) Not applicable
(23) See consent of Independent Accountants (page 21)
(24) Not applicable
(27) Not applicable
(28) Not applicable
For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant's Registration Statements on Form S-8 Nos. 2-91384 (filed May 29, 1984), 33-34694 (filed May 2, 1990) and 33-40878 (filed May 29, 1991):
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT FOSTER WHEELER CORPORATION (PARENT) PRINCIPAL CONSOLIDATED, WHOLLY OWNED SUBSIDIARIES (DIRECTLY OR INDIRECTLY) Listed by Jurisdiction of Organization
PRINCIPAL AFFILIATED COMPANIES (PERCENT DIRECTLY OR INDIRECTLY OWNED BY FOSTER WHEELER CORPORATION)
COLUMBIA Foster Wheeler Andina, S.A., Bogota (19%)
ITALY F.FW Fiatavio Foster Wheeler Per L'Energia, S.p.A., Milan (40%) Software Technology, S.p.A., Milan (90%)
NIGERIA Foster Wheeler (Nigeria) Ltd., Lagos (60%)
TURKEY Birlesik Insaat ve Muhendislik, A.S., Istanbul (51%)
A copy of the By-Laws of the Corporation, as amended through February 22, 1994, is available upon request to the Office of the Secretary, Foster Wheeler Corporation, Perryville Corporate Park, Clinton, New Jersey 08809-4000.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of Foster Wheeler Corporation on Form S-8 (File No.'s 2- 91384, 33-34694 and 33-40878) of our report dated February 14, 1994, on our audits of the consolidated financial statements of Foster Wheeler Corporation and Subsidiaries as of December 31, 1993 and December 25, 1992, and for each of the three years in the period ended December 31, 1993, which report is incorporated by reference in this Annual Report on Form 10-K.
Coopers & Lybrand
New York, New York March 25, 1994
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
Our report on the consolidated financial statements of Foster Wheeler Corporation and Subsidiaries has been incorporated by reference in this Form 10-K from page 24 of the 1993 Annual Report to Stockholders of Foster Wheeler Corporation. In connection with our audits of such financial statements, we have also audited the related financial statement schedules listed in the index on page 15 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
Coopers & Lybrand
New York, New York February 14, 1994
FOSTER WHEELER CORPORATION AND SUBSIDIARIES SCHEDULE V LAND, BUILDINGS AND EQUIPMENT THREE YEARS ENDED DECEMBER 31, 1993 (IN THOUSANDS OF DOLLARS)
(a) Exchange translation adjustment. (b) Primarily waste-to-energy and cogeneration facilities under construction by the Power Systems Group.
FOSTER WHEELER CORPORATION AND SUBSIDIARIES SCHEDULE VI ACCUMULATED DEPRECIATION OF BUILDINGS AND EQUIPMENT THREE YEARS ENDED DECEMBER 31, 1993 (IN THOUSANDS OF DOLLARS)
(a) Exchange translation adjustment.
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.
FOSTER WHEELER CORPORATION (Registrant)
Dated March 25, 1994 By /s/ Jack E. Deones -------------------- ------------------------------ Jack E. Deones Vice President and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed, as of March 25, 1994, by the following persons on behalf of the registrant, in the capacities indicated.
Signature Title --------- -----
/s/ Louis E. Azzato Director and Chairman --------------------------- Louis E. Azzato (Principal Executive Officer)
/s/ Richard J. Swift Director and President --------------------------- Richard J. Swift (Principal Operating Officer)
/s/ David J. Roberts Executive Vice President - Finance --------------------------- David J. Roberts (Principal Financial Officer)
/s/ George S. White Vice President and Controller --------------------------- George S. White (Principal Accounting Officer)
/s/ Harold E. Kennedy Director and Vice Chairman --------------------------- Harold E. Kennedy
/s/ Leland E. Boren Director --------------------------- Leland E. Boren
Director --------------------------- Martha J. Clark
/s/ Kenneth A. DeGhetto Director --------------------------- Kenneth A. DeGhetto
Signature Title --------- -----
/s/ E. James Ferland Director --------------------------- E. James Ferland
/s/ John A. Hinds Director --------------------------- John A. Hinds
/s/ Joseph J. Melone Director --------------------------- Joseph J. Melone
/s/ Frank E. Perkins Director --------------------------- Frank E. Perkins
/s/ John Timko, Jr. Director --------------------------- John Timko, Jr.
/s/ Charles Y. C. Tse Director --------------------------- Charles Y. C. Tse
/s/ Robert Van Buren Director -------------------------- Robert Van Buren
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (2) Not applicable
(3) By-Laws of Registrant as amended through February 22, 1994 and filed as part of this report.
(4) Not applicable
(9) Not applicable
(10) Not applicable
(11) Not applicable
(12) Not applicable
(13) Except for those portions thereof which are expressly incorporated by reference in this filing, the Financial Section of the Annual Report to Stockholders of Foster Wheeler Corporation (pages 17-35) for the fiscal year ended December 31, 1993 is furnished for the information of the Commission and is not deemed "filed" as part of this filing.
(18) Not applicable
(21) Subsidiaries of the registrant (pages 18 and 19)
(22) Not applicable
(23) See consent of Independent Accountants (page 21)
(24) Not applicable
(27) Not applicable
(28) Not applicable