FLR 10-K Annual Report Dec. 31, 2020 | Alphaminr
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FLR 10-K Fiscal year ended Dec. 31, 2020

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FLUOR CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem Is Described More Fully in The Notes To Financial StatementsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit3.1 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on May8, 2012). 3.2 Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit3.2 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on February9, 2016). 3.3 Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on March 25, 2020). 4.1 Senior Debt Securities Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of September8, 2011 (incorporated by reference to Exhibit4.3 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on September8, 2011). 4.2 First Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of September13, 2011 (incorporated by reference to Exhibit4.4 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on September13, 2011). 4.3 Second Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of June22, 2012 (incorporated by reference to Exhibit4.2 to the registrant's Registration Statement on FormS-3 (Commission file number 333-182283) filed on June22, 2012). 4.4 Third Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of November25, 2014 (incorporated by reference to Exhibit4.1 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on November25, 2014). 4.5 Fourth Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of March21, 2016 (incorporated by reference to Exhibit4.3 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on March21, 2016). 4.6 Fifth Supplemental Indenture between Fluor Corporation and Wells Fargo Bank, National Association, as trustee, dated as of August 29, 2018 (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on August 29, 2018). 4.7 Description ofSecurities (incorporated by reference to Exhibit 4.7 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on September 25, 2020). 4.8 Rights Agreement dated as of March 25, 2020, by and between Fluor Corporation and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit B the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on March 25, 2020). 4.9 Amendment to Rights Agreement dated as of July 29, 2020, by and between Fluor Corporation and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K (commission file number 1-16129) filed on August 3, 2020). 4.10 Second Amendment to Rights Agreement dated as of December 22, 2020, by and between Fluor Corporation and Computershare Trust Company, N.A. as rights agent (incorporated by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K (commission file number 1-16129) filed on December 28, 2020). 10.1 Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.1 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on May3, 2013).** 10.2 Form of Option Agreement (2015 grants) under the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.26 to the registrant's Quarterly Report on Form10-Q (Commission file number 1-16129) filed on April30, 2015).** 10.3 Form of Option Agreement (2017 grants) under the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.6 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February17, 2017).** 10.4 Form of Value Driver Incentive Award Agreement (for the senior team, with a post-vesting holding period) under the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.7 to the registrant's Quarterly Report on Form10-Q (Commission file number 1-16129) filed on May5, 2016).** 10.5 Form of Value Driver Incentive Award Agreement (2017 grants) under the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.9 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February17, 2017).** 10.6 Form of Restricted Stock Unit Agreement (for the senior team, with a post-vesting holding period) under the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.10 to the registrant's Quarterly Report on Form10-Q (Commission file number 1-16129) filed on May5, 2016).** 10.7 Form of Restricted Stock Unit Agreement (2017 grants) under the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (incorporated by reference to Exhibit10.14 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February17, 2017).** 10.8 Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit10.1 to the registrant's Registration Statement on FormS-8 (Commission file number 333-217653) filed on May4, 2017).** 10.9 Form of Restricted Stock Unit Agreement under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.15 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on May 3, 2018).** 10.10 Form of Restricted Stock Unit Agreement (2020 grant) under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on December 10, 2020).** 10.11 Form of Option Agreement under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.16 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on May 3, 2018).** 10.12 Form of Option Agreement (2020 grant) under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on December 10, 2020).** 10.13 Form of Value Driver Incentive Award Agreement under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.17 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on May 3, 2018).** 10.14 Form of Performance Award Agreement (2020 grant) under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on December 10, 2020).** 10.15 Form of Stock Growth Incentive Award Agreement (2020 grant) under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on December 10, 2020).** 10.16 Fluor Corporation 2020 Performance Incentive Plan (incorporated by reference to Exhibit 99.1 to the registrant's Registration Statement on Form S-8 (Commission file number 333-251426) filed on December 17, 2020.** 10.17 Fluor Executive Deferred Compensation Plan, as amended and restated effective April21, 2003 (incorporated by reference to Exhibit10.5 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February29, 2008).** 10.18 Fluor 409A Executive Deferred Compensation Program, as amended and restated effective January1, 2017 (incorporated by reference to Exhibit10.16 to the registrant's Quarterly Report on Form10-Q (Commission file number 1-16129) filed on November2, 2017).** 10.19 Executive Severance Plan (incorporated by reference to Exhibit10.7 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February22, 2012).** 10.20 Retention Award, dated November 26, 2019, granted to Alan L.Boeckmann(incorporated by reference to Exhibit 10.17 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on September 25, 2020).** 10.21 Retention Award, dated November 14, 2019, granted to Carlos M.Hernandez(incorporated by reference to Exhibit 10.18 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on September 25, 2020).** 10.22 Retirement and Release Agreement, effective September 10, 2019, between the registrant and David T. Seaton (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16129) filed on October 31, 2019).** 10.23 Retirement and Release Agreement, effective October 11, 2019, between the registrant and Bruce A. Stanski(incorporated by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on September 24, 2020).** 10.24 Retirement and Release Agreement, effective October 30, 2020, between the registrant and Carlos M. Hernandez.* ** 10.25 Consulting Agreement, effective July 1, 2021, between FDEE Consulting, Inc. and Carlos M. Hernandez.* ** 10.26 Offer Letter, dated October 30, 2020, between the registrant and David E. Constable.* ** 10.27 Option Agreement, dated December 23, 2020, between the registrant and David E. Constable.* ** 10.28 Restricted Stock Unit Agreement, dated December 23, 2020, between the registrant and David E. Constable.* ** 10.29 Summary of Fluor Corporation Non-Management Director Compensation.* 10.30 Form of Restricted Stock Unit Agreement granted to directors under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit10.19 to the registrant's Quarterly Report on Form10-Q (Commission file number 1-16129) filed on August3, 2017).** 10.31 Form of Restricted Stock Unit Agreement granted to directors (2018 grant) under the Fluor Corporation 2017 Performance Incentive Plan (incorporated by reference to Exhibit10.25 to the registrant's Quarterly Report on Form10-Q (Commission file number 1-16129) filed on August2, 2018).** 10.32 Form of Restricted Stock Unit Agreement granted to directors (2020 grant) under the Fluor Corporation 2020 Performance Incentive Plan.* ** 10.34 Fluor Corporation 409A Director Deferred Compensation Program, as amended and restated effective as of November2, 2016 (incorporated by reference to Exhibit10.22 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February17, 2017).** 10.36 Form of Indemnification Agreement entered into between the registrant and each of its directors and executive officers (incorporated by reference to Exhibit10.21 to the registrant's Annual Report on Form10-K (Commission file number 1-16129) filed on February25, 2009). 10.37 Form of Change in Control Agreement entered into between the registrant and each of its executive officers (incorporated by reference to Exhibit10.1 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on June29, 2010).** 10.38 $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016, among Fluor Corporation, FluorB.V., the Lenders thereunder, BNP Paribas, as Administrative Agent and an Issuing Lender, Bank of America, N.A., as Syndication Agent, and Citibank, N.A. and The Bank of Tokyo Mitsubishi UFJ,Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit10.1 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on March2, 2016). 10.39 Amendment No. 1, dated as of August 20, 2018, to $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit10.1 to the registrants Current Report on Form8-K (Commission file number 1-16129) filed on August23, 2018). 10.40 Amendment No. 2, dated as of April 2, 2020, to $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on April 3, 2020). 10.41 Amendment No. 3, dated as of July 7, 2020, to $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on July 8, 2020). 10.42 Amendment No. 4, dated as of September 17, 2020, to $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on September 21, 2020). 10.43 $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016, among Fluor Corporation, FluorB.V., the Lenders thereunder, BNP Paribas, as Administrative Agent and an Issuing Lender, Bank of America, N.A., as Syndication Agent, and Citibank, N.A. and The Bank of Tokyo Mitsubishi UFJ,Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit10.2 to the registrant's Current Report on Form8-K (Commission file number 1-16129) filed on March2, 2016). 10.44 Amendment No.1, dated as of August20, 2018, to $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit10.2 to the registrants Current Report on Form8-K (Commission file number 1-16129) filed on August23, 2018). 10.45 Amendment No. 2, dated as of April 2, 2020, to $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on April 3, 2020). 10.46 Amendment No. 3, dated as of July 7, 2020, to $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on July 8, 2020). 10.47 Amendment No. 4, dated as of September 17, 2020, to $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016, among Fluor Corporation, Fluor B.V., the financial institutions party thereto and BNP Paribas, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on September 21, 2020). 10.48 $1,650,000 Second Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 19, 2021, among Fluor Corporation, the Lenders thereunder, BNP Paribas, as Administrative Agent and an Issuing Lender, Bank of America, N.A., as Syndication Agent, and Citibank, N.A. and Wells Fargo Bank, National Association, as Co-DocumentationAgents.* 21.1 Subsidiaries of the registrant.* 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.* 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.* 32.1 Certification of Chief Executive Officer pursuant to Rule13a-14(b) or Rule15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section1350. of Chief Executive Officer pursuant to Rule13a-14(b) or Rule15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section1350.* 32.2 Certification of Chief Financial Officer pursuant to Rule13a-14(b) or Rule15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section1350.*