FLR 10-K Annual Report Dec. 31, 2023 | Alphaminr
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FLR 10-K Fiscal year ended Dec. 31, 2023

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FLUOR CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 6. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Certificate of Designations, Preferences, and Rights of Series A 6.50% Cumulative Perpetual Convertible Preferred Stock of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on May 18, 2021). 3.4 Amended and Restated Bylaws 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 November 4, 2022). 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 Indenture, dated August 10, 2023, between Fluor Corporation and U.S. Bank Trust Company, National Association, as trustee (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 11, 2023). 4.8 Form of 1.125% Convertible Senior Note due 2029 (included in Exhibit 4.7). 4.9 Description of Securities(incorporated by reference to Exhibit4.7 to the registrant'sAnnual Report on Form 10-K (Commission file number 1-16129) filed on February 21, 2023). 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 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).** 10.5 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).** 10.6 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).** 10.7 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.** 10.8 Form of Option Agreement (2021 grant) under the Fluor Corporation 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.17 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 22, 2022).** 10.9 Form of Option Agreement (2022 grant) under the Fluor Corporation 2020 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 May 6, 2022).** 10.10 Form of Option Agreement (2023 grant) under the Fluor Corporation 2020 Performance Incentive Plan(incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16120) filed on May 5. 2023).** 10.11 Form of Restricted Stock Unit Agreement (2021 grant) under the Fluor Corporation 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.18 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 22, 2022).** 10.12 Form of Restricted Stock Unit Agreement (2022 grant) under the Fluor Corporation 2020 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 May 6, 2022).** 10.13 Form of Restricted Stock Unit Agreement (2023 grant) under the Fluor Corporation 2020 Performance Incentive Plan(incorporated by reference to Exhibit 10.2to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16120) filed on May 5. 2023).** 10.14 Form of Performance Award Agreement (2021 grant) under the Fluor Corporation 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.19 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 22, 2022).** 10.15 Form of Performance Award Agreement (2022 grant) under the Fluor Corporation 2020 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 May 6, 2022).** 10.16 Form of Performance Award (2023 grant) under the Fluor Corporation 2020 Performance Incentive Plan(incorporated by reference to Exhibit 10.3to the registrant's Quarterly Report on Form 10-Q (Commission file number 1-16120) filed on May 5. 2023).** 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 Offer Letter, dated October 30, 2020, between the registrant and David E. Constable (incorporated by reference to Exhibit 10.26 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 26, 2021).** 10.21 Option Agreement, dated December 23, 2020, between the registrant and David E. Constable (incorporated by reference to Exhibit 10.27 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 26, 2021).** 10.22 Restricted Stock Unit Agreement, dated December 23, 2020, between the registrant and David E. Constable (incorporated by reference to Exhibit 10.28 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 26, 2021).** 10.23 Summary of Fluor Corporation Non-Management Director Compensation(incorporated by reference to Exhibit 10.25 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 21, 2023). 10.24 Form of Restricted Stock Unit Agreement granted to directors under the Fluor Corporation 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.32 to the registrant's Annual Report on Form 10-K (Commission file number 1-16129) filed on February 26, 2021).** 10.26 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).** 10.28 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). 10.29 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).** 10.30 $1,800,000 Third Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 17 2022, 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-Documentation Agents (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on February 8, 2022). 10.31 Amendment No. 1 to the Third Amended and Restated Revolving Credit Agreement, dated as of August 7, 2023, by and among Fluor Corporation, the lenders party thereto from time to time, 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 August 11, 2023). 10.32 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on August 11, 2023). 21.1 Subsidiaries of the registrant.* 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 97.1 Compensation Recoupment (Clawback) Policy for Executive Officers.* **