Annual Report — Form 10-K Filing Table of Contents
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1: 10-K Annual Report HTML 2.24M
2: EX-10.24 Material Contract HTML 140K
3: EX-10.25 Material Contract HTML 69K
4: EX-10.26 Material Contract HTML 65K
5: EX-10.27 Material Contract HTML 83K
6: EX-10.28 Material Contract HTML 87K
7: EX-10.29 Material Contract HTML 42K
8: EX-10.32 Material Contract HTML 54K
9: EX-10.48 Material Contract HTML 986K
10: EX-21.1 Subsidiaries List HTML 266K
11: EX-23.1 Consent of Expert or Counsel HTML 43K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
22: R1 Cover page HTML 106K
23: R2 Consolidated Statement of Operations HTML 144K
24: R3 Consolidated Statement of Comprehensive Income HTML 77K
(Loss)
25: R4 Consolidated Balance Sheet HTML 154K
26: R5 Consolidated Balance Sheet (Parenthetical) HTML 94K
27: R6 Consolidated Statement of Cash Flows HTML 148K
28: R7 Consolidated Statement of Changes in Equity HTML 119K
29: R8 Consolidated Statement of Changes in Equity HTML 51K
(Parenthetical)
30: R9 Description of Business HTML 48K
31: R10 Significant Accounting Policies HTML 83K
32: R11 Recent Accounting Pronouncements Recent Accounting HTML 52K
Pronouncements
33: R12 Earnings Per Share HTML 69K
34: R13 Operating Information by Segment and Geographic HTML 154K
Area
35: R14 Impairment, Restructuring and Other Exit Costs HTML 74K
36: R15 Income Taxes HTML 124K
37: R16 Supplemental Cash Flow Information HTML 58K
38: R17 Partnerships and Joint Ventures HTML 56K
39: R18 Guarantees HTML 42K
40: R19 Contingencies and Commitments HTML 54K
41: R20 Contract Assets and Liabilities HTML 58K
42: R21 Remaining Unsatisfied Performance Obligations HTML 58K
43: R22 Lines of Credit, Senior Notes and Other Borrowings HTML 55K
44: R23 Fair Value Measurements HTML 95K
45: R24 Goodwill and Intangible Assets HTML 63K
46: R25 Property, Plant and Equipment HTML 51K
47: R26 Stock-Based Compensation HTML 95K
48: R27 Retirement Plans HTML 166K
49: R28 Other Noncurrent Liabilities HTML 41K
50: R29 Leases HTML 239K
51: R30 Derivatives and Hedging HTML 72K
52: R31 Other Comprehensive Income (Loss) HTML 196K
53: R32 Discontinued Operations HTML 163K
54: R33 Quarterly Financial Data (Unaudited) HTML 116K
55: R34 Significant Accounting Policies (Policies) HTML 137K
56: R35 Significant Accounting Policies (Tables) HTML 53K
57: R36 Earnings Per Share (Tables) HTML 67K
58: R37 Operating Information by Segment and Geographic HTML 148K
Area (Tables)
59: R38 Impairment, Restructuring and Other Exit Costs HTML 69K
(Tables)
60: R39 Income Taxes (Tables) HTML 127K
61: R40 Supplemental Cash Flow Information (Tables) HTML 66K
62: R41 Partnerships and Joint Ventures (Tables) HTML 52K
63: R42 Revenue from Contract with Customer (Tables) HTML 51K
64: R43 Remaining Unsatisfied Performance Obligations HTML 43K
(Tables)
65: R44 Lines of Credit, Senior Notes and Other Borrowings HTML 49K
(Tables)
66: R45 Fair Value Measurements (Tables) HTML 94K
67: R46 Goodwill and Intangible Assets (Tables) HTML 89K
68: R47 Property, Plant and Equipment (Tables) HTML 53K
69: R48 Stock-Based Compensation (Tables) HTML 93K
70: R49 Retirement Benefits (Tables) HTML 165K
71: R50 Leases (Tables) HTML 169K
72: R51 Derivatives and Hedging (Tables) HTML 73K
73: R52 Other Comprehensive Income (Loss) (Tables) HTML 199K
74: R53 Discontinued Operations (Tables) HTML 187K
75: R54 Quarterly Financial Data (Unaudited) (Tables) HTML 107K
76: R55 Description of Business (Details) HTML 43K
77: R56 Significant Accounting Policies - Revenue HTML 47K
Recognition (Details)
78: R57 Significant Accounting Policies - Schedule of HTML 56K
Useful Lives (Details)
79: R58 Recent Accounting Pronouncements (Details) HTML 50K
80: R59 Earnings Per Share (Details) HTML 114K
81: R60 Earnings Per Share (Limited Duration Stockholder HTML 55K
Rights Agreement) (Details)
82: R61 Operating Information by Segment and Geographic HTML 177K
Area - Narrative (Details)
83: R62 Operating Information by Segment and Geographic HTML 135K
Area - External Revenue and Segment Profit (Loss)
(Details)
84: R63 Operating Information by Segment and Geographic HTML 62K
Area - Reconciliation to Consolidated Amounts
(Details)
85: R64 Operating Information by Segment and Geographic HTML 68K
Area - External Revenue and Total Assets by
Geographic Area (Details)
86: R65 Impairment, Restructuring and Other Exit Costs - HTML 74K
Narrative (Details)
87: R66 Impairment, Restructuring and Other Exit Costs - HTML 52K
Restructuring Costs (Details)
88: R67 Impairment, Restructuring and Other Exit Costs - HTML 66K
Restructuring Liability (Details)
89: R68 Impairment, Restructuring and Other Exit Costs - HTML 59K
Schedule of Impairment (Details)
90: R69 Income Taxes - Narrative (Details) HTML 76K
91: R70 Income Taxes - Income Tax Expense (Benefit) HTML 66K
(Details)
92: R71 Income Taxes - U.S. Statutory Federal HTML 68K
Reconciliation (Details)
93: R72 Income Taxes - Deferred Tax Assets and Liabilities HTML 73K
(Details)
94: R73 Income Taxes - Unrecognized Tax Benefits (Details) HTML 50K
95: R74 Income Taxes - U.S. and Foreign Earnings from HTML 49K
Continuing Operations before Taxes (Details)
96: R75 Supplemental Cash Flow Information (Details) HTML 66K
97: R76 Partnerships and Joint Ventures - Narrative HTML 72K
(Details)
98: R77 Partnerships and Joint Ventures - Summary of HTML 83K
Aggregate Financial Information (Details)
99: R78 Partnerships and Joint Ventures - Joint Venture HTML 52K
Investment Agreement (Details)
100: R79 Partnerships and Joint Ventures - Variable HTML 58K
Interest Entities (Details)
101: R80 Guarantees (Details) HTML 41K
102: R81 Contingencies and Commitments (Details) HTML 103K
103: R82 Contract Assets and Liabilities (Details) HTML 51K
104: R83 Remaining Unsatisfied Performance Obligations - HTML 52K
Schedule of Remaining Performance Obligation
(Details)
105: R84 Lines of Credit, Senior Notes and Other Borrowings HTML 51K
- Consolidated Debt (Details)
106: R85 Lines of Credit, Senior Notes and Other Borrowings HTML 116K
- Narrative (Details)
107: R86 Fair Value Measurements - Recurring Basis HTML 62K
(Details)
108: R87 Fair Value Measurements - Financial Instruments HTML 87K
Not Required to be Measured at Fair Value
(Details)
109: R88 Goodwill and Intangible Assets - Narrative HTML 58K
(Details)
110: R89 Goodwill and Intangible Assets - Schedule of Each HTML 68K
Major Intangible Asset Class (Details)
111: R90 Property, Plant and Equipment (Details) HTML 59K
112: R91 Stock-Based Compensation - Narrative (Details) HTML 112K
113: R92 Stock-Based Compensation - Restricted Stock, HTML 100K
Restricted Stock Unit and Stock Option Activity,
Terms and Significant Assumptions for Options
(Details)
114: R93 Stock-Based Compensation - Fair Value of Options HTML 52K
on Grant Date (Details)
115: R94 Stock-Based Compensation - Range of Exercise HTML 74K
Prices and Intrinsic Value Related to Options
Outstanding (Details)
116: R95 Stock-Based Compensation - VDI Units Granted HTML 49K
(Details)
117: R96 Retirement Plans - Defined Contribution Retirement HTML 43K
Plans (Details)
118: R97 Retirement Plans - Defined Benefit Pension Plan HTML 50K
Amendments and Settlement (Details)
119: R98 Retirement Plans - Net Periodic Pension Expense HTML 61K
for Defined Benefit Pension Plans (Details)
120: R99 Retirement Plans - Assumptions for Determining HTML 64K
Projected Benefit Obligation and Net Periodic Cost
of Defined Benefit Pension Plans (Details)
121: R100 Retirement Plans - Target and Weighted Average HTML 63K
Actual Allocations and Benefit Pension Plans
(Details)
122: R101 Retirement Plans - Fair Value Measurements and HTML 110K
Expected Benefit Payments for Defined Benefit
Pension Plans (Details)
123: R102 Retirement Plans - Change in Projected Benefit HTML 118K
Obligation and Plan Assets and Funded Status of
Defined Benefit Pension Plans (Details)
124: R103 Retirement Plans - Multiemployer Pension Plans HTML 41K
(Details)
125: R104 Other Noncurrent Liabilities (Details) HTML 46K
126: R105 Leases - Narrative (Details) HTML 50K
127: R106 Leases - Components of Lease Expense (Details) HTML 60K
128: R107 Leases - Information Related to Right-of-Use HTML 99K
Assets and Lease Liabilities (Details)
129: R108 Leases - Supplemental Information Related to HTML 66K
Leases (Details)
130: R109 Leases - Remaining Lease Payments (Details) HTML 87K
131: R110 Derivatives and Hedging - Narrative (Details) HTML 46K
132: R111 Derivatives and Hedging - Notional Amounts and HTML 57K
Fair Values (Details)
133: R112 Derivatives and Hedging - Gains (Losses) HTML 57K
Associated with Cash Flow Hedges (Details)
134: R113 Other Comprehensive Income (Loss) - Tax Effects of HTML 74K
Components of Other Comprehensive Income (Loss)
(Details)
135: R114 Other Comprehensive Income (Loss) - Changes in HTML 107K
AOCI Balances by Component (Details)
136: R115 Other Comprehensive Income (Loss) - Significant HTML 94K
Items Reclassified Out of AOCI (Details)
137: R116 Discontinued Operations - Narrative (Details) HTML 53K
138: R117 Discontinued Operations - Earnings From HTML 80K
Discontinued Operations (Details)
139: R118 Discontinued Operations - Assets and Liabilities HTML 129K
Held for Sale (Details)
140: R119 Discontinued Operations - Consolidated Statements HTML 55K
of Cash Flows for the Discontinued Operations
(Details)
141: R120 Quarterly Financial Data (Unaudited) - Summary of HTML 116K
Quarterly Results of Operations (Details)
142: R121 Quarterly Financial Data (Unaudited) - Narrative HTML 86K
(Details)
144: XML IDEA XML File -- Filing Summary XML 266K
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On behalf of Fluor Enterprises, Inc. (“Fluor” or the “Company”), I am very pleased to offer you the position of Chief Executive Officer. If you accept this offer, your start date will be January 1, 2021
or another mutually agreed upon date. This letter summarizes the terms and conditions of your employment, should you accept this offer. We would like to have your response by October 30, 2020. Accordingly, this offer will expire at midnight on October 30, 2020 if it is not accepted before then.
All forms of compensation referred to in this offer letter are in USD and subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You will continue to serve on the Board of Directors as an employee director after your start date (subject to annual election the same as now), and any ongoing compensation as a non-employee director will cease upon your start date. Also, for any forms of compensation or benefits where Company service is a factor,
your prior service as a Fluor employee will be counted.
Base Salary
Your starting annual base salary will be $1,350,000, less applicable withholding, which will be paid bi-weekly. Your salary will be reviewed on an annual basis in the first fiscal quarter of each year consistent with our annual executive compensation review.
Annual Incentive
Your annual incentive award will be determined consistent with the annual incentive plan applied to other Fluor executive officers based on a target amount commensurate with your position that will be reviewed annually. Your target annual incentive is 150% of your base salary or $2,025,000, gross. Your incentive opportunity range is from zero to 200% of target based on your individual
performance and the overall results of Fluor Corporation. Annual incentives are awarded on a fiscal year basis payable within 90 days following the close of the fiscal year. Incentives for FY2021 are expected to be paid in Q1 of 2022 based on actual performance in FY2021.
Cash Transition and Relocation Payment
Subject to the clawback provision set forth below, you will receive a Cash Transition and Relocation Payment of $1,000,000, gross, to be paid on January 8, 2020. Please note all applicable taxes and withholdings will apply to this payment.
If you voluntarily terminate employment with the
Company within twelve (12) months of your start date, you will be obligated to repay the Company, the net of taxes amount of the Cash Transition and Relocation Payment. To the extent permitted by applicable law, by signing below, you authorize the Company to deduct any amounts due from your final paycheck (including, without limitation, from any benefit or accrued vacation balance). If such a deduction from the final paycheck is
insufficient to reimburse the Company for the amount owed, you understand you remain personally liable for the remaining balance and agree to repay Fluor for the remaining balance within ten (10) days of your last day of employment.
Relocation Expenses
You will be reimbursed for travel expenses associated with house hunting, temporary housing costs, and moving expenses related to your relocation from Florida to the Dallas, Texas area in accordance with Company policy. If you decide to sell your current residence as part of your relocation, you will not be reimbursed for commission expenses or closing costs related to the sale.
Regular
Long-Term Incentive (LTI) Award
Fluor will recommend to the Organization and Compensation Committee of the Board of Directors (“OCC”) your participation in the LTI plan for fiscal-year 2021. LTI awards emphasize long-term Company performance and management’s alignment with shareholder value creation through continued commitment to profitable growth and cost efficiencies. We will recommend a LTI award of $9,350,000 for fiscal 2021, which is: (i) subject to approval by the OCC; (ii) subject to your signing the corresponding LTI agreements, which along with the plan documents, provide additional details of the corresponding awards, restrictions, and vesting requirements. It is anticipated that your 2021 LTI award will be made at the same time as other Fluor executive officers in a comparable form, as determined by the OCC.
You will continue to be eligible
for the LTI awards consistent with other Fluor executive officers while you remain employed by the Company. The design and target values associated with LTI awards are reviewed by the OCC each year so the components, timing and/or award values may vary.
Sign-On Equity Award
In connection with your appointment as CEO, you will receive $5,000,000 in equity awards based on the award-date value, as follows:
(i) $2,500,000 in stock options with a ratable five year vesting period (vesting in 20% installments on the anniversary date of the award subject to your continued employment) and a ten year term, with vested shares becoming exercisable
only if the closing price of the common stock on the date of award appreciates by at least 25% for any period of 20 consecutive trading days before the end of the five year vesting period and otherwise forfeited at that time (number of shares to be determined by the Black-Scholes value using the closing price on the date of award); and
(ii) $2,500,000 of time-based restricted stock units with a five year vesting period vesting in 20% installments on the anniversary date of the award subject to your continued employment (number of shares to be determined by the closing price of the stock on the date of award).
The above-referenced Sign-on Equity Award is: (i) made pursuant to NYSE rules for new-hire inducement equity outside Fluor’s shareholder-approved stock plan; (ii) subject to approval by the OCC; and
(iii) subject to your signing a stock option agreement and a restricted stock unit agreement which, along with the governing plan documents, provide details of the corresponding awards and their respective restrictions and vesting requirements. You should note that the retirement-acceleration provisions applicable to regular stock option and restricted stock unit awards will not apply to the Sign-on Equity, which is for the purpose of encouraging your employment retention.
It is anticipated that this Sign-on Equity Award will be made at the next OCC meeting after employment commences, but no later than January 8, 2021 or as soon as allowed if we are in a closed period.
At-Will Employment
Your employment
relationship with Fluor will be “at-will.” This means that your employment with Fluor is not for any specified period of time and that either you or Fluor can terminate the employment relationship at any time, for any or no reason, with
or without cause, and with or without notice, subject to restrictions under any applicable law. Nothing contained in this letter or in any Company policy or benefit is intended, nor should it be construed, to alter the at-will relationship that Fluor and its employees maintain with one
another.
Additionally, the at-will status of your employment cannot be altered by any oral statement or alleged oral agreement. Although the Company reserves the right to change from time-to-time other terms, conditions, and benefits of employment, the at-will nature of your employment with the Company is one aspect of our employment relationship that will not change. The only way the at-will nature of our employment relationship can be changed is by way of an express written agreement, signed by you and the Executive Chair of Fluor Corporation’s Board of Directors or the current Lead Independent Director. Accordingly, no statement from other Company officers or in any Company policy can change the at-will nature
of your employment.
Human Resources Policies
During your employment with Fluor, you will be covered by its Human Resources Policies, as may be amended from time to time, and your home base office will be in Irving, Texas. Following is a summary description of some of the Company policies and the benefits offered by Fluor. For a detailed description of benefits available to you while employed by Fluor, please refer to the new-hire benefits information provided by local HR.
In addition, you will be covered by, and required to comply with, the Company’s executive
compensation policies, including but not limited to, ownership guidelines, clawback requirements, hedging and pledging prohibitions, and change in control and retirement provisions.
Although a summary of benefits is being provided, please note that any plans described in this letter are subject to the specific terms and provisions of the legal documents governing these plans. Provisions of the plans as established in the plan documents are the sole source for interpretation and administration. Any conflict between the summary set forth in this letter and the Plan documents will be resolved in favor of the Plan documents. Additionally, the Company reserves the right to modify, amend, or delete any Company policy or benefit at any time, with or without notice.
Executive
Deferred Compensation Plan (EDCP)
Starting from your date of hire you will be eligible to participate in this program, which has been designed to help you manage your tax obligations and plan for financial security. Your first eligible participation period will begin on your date of hire. You must enroll within 30 days of your hire date with Fluor through Prudential, our program administrator, if you wish to participate for 2021.
Participation in this plan is voluntary. Amounts deferred under the plan may be deferred until termination, retirement, or for other specified periods of time as allowed by the plan, and will accrue interest based on the allocation of your EDCP balance among the available crediting options.
You will be eligible immediately to participate in the 401(k) SIP. You may elect to defer a percentage of your base salary up to IRS maximums. After one year of service, including any prior service, the Company makes matching contributions of 100% of your contributions up to a maximum equal to 5% of your base salary earnings, subject to IRS maximums. You are immediately 100% vested in the full value of your contributions and the matching contributions within your SIP account. You decide where to invest your account from among a variety of funds with
varying objectives. The maximum contribution limits may be adjusted for inflation. Check www.irs.gov for updates.
If you have funds in a retirement savings account from a previous employer, you may rollover the funds provided they are from a qualified plan and constitute a rollover contribution under the applicable IRS Code.
An additional
feature of the SIP is a loan option. This feature allows you to borrow up to 50% of your vested account balance to a maximum of $50,000.
Discretionary Company SIP Contribution
In addition, based on financial performance, the Company may make an annual discretionary contribution to your SIP account. The amount of the contribution is based on years of service and is dependent on the overall financial performance of the Company. Employees will receive awards based on a percentage of their eligible base salary. The vesting schedule for participants is 100% after three years of service.
Years
of Service
Discretionary Company Contributions
1 – 9
Up to 4% of your eligible compensation
10 – 19
Up to 5% of your eligible compensation
20 – 29
Up to 6% of your eligible compensation
30+
Up to 7% of your eligible compensation
Executive Physical Examination Program
As a member of the Executive Management
Team, you will be eligible for an annual allowance for an annual executive physical examination in an amount that is consistent with Company policy for other executive officers and commensurate with your level.
Executive Financial Planning Program
As a member of the Executive Management Team, you will be eligible for an annual reimbursement for financial planning services, in an amount consistent with Company policy for executives at your level, to enable you to review your current and future financial requirements with an outside financial advisor. We encourage you to seek qualified professional advice in meeting your overall financial objectives.
Executive Car Allowance
You
will also be eligible for a monthly car allowance that is consistent with amounts paid to other similarly situated executive officers of the Company. This car allowance will be paid through the payroll system.
Club Membership
The Company will pay on your behalf, or reimburse you for, membership fees payable in connection with your membership in one country club of your choice.
Indemnification
During and after your employment, the Company
will indemnify you in your capacity as an executive officer and member of the Board to the maximum extent permitted under the Company’s charter, by-laws, and applicable law. To implement this provision, the Company shall execute and deliver to you its standard form of indemnification agreement for officers and directors after commencement of your employment.
Time Off With Pay (TOWP)
You will be eligible to accrue Time off with Pay (TOWP). The TOWP weekly accrual rate is based on the total number of years of continuous service as verified with TOWP Accrual Date. An
employee earns 0.09625 hours for every hour paid up
to a maximum of 7.70 hours per pay period during the first four years of Continuous Service. An employee earns 0.11550 hours for every hour paid up to a maximum of 9.24 hours per pay period beginning on the fifth through nineteenth year of Continuous Service. An employee earns 0.13475 hours for every hour paid up to a maximum of 10.78 hours per pay period beginning on the twentieth year of Continuous Service and each year thereafter.
You
may use TOWP hours for payment of any time off from work you take; in addition, you will be required to use TOWP hours for facility closure dates (e.g. holidays, etc). TOWP will not accrue during any unpaid time off (with the exception of an approved short-term disability). TOWP accruals are capped at 2,080.
Please refer to Fluor U.S. Policy HR-301 for further details on TOWP.
Group Health, Dental, Vision, Life and Disability Insurance
In accordance with the standard Company benefit offerings, you will be provided with Basic Employee Life insurance, Long Term Disability coverage, and Business Travel Accident insurance. In addition, you may purchase medical, dental, vision, and additional life insurance for yourself and your dependents. You have the option to purchase
short-term disability coverage for yourself. Monthly premiums are based on the options you select. Should you choose to elect coverage, it will begin on your first day of employment, provided you enroll within 31 days of your hire date.
Wellness Program
A wellness program is available to help employees improve their health and earn incentives to reduce the cost of their medical insurance premiums. A package will be provided to explain all benefit choices available to you.
Other Employee Benefits and Services
Other benefits available include Tuition Reimbursement Program, automatic enrollment in programs such as Employee and Family Assistance Program, Vision Discount Program and "Benefits For You Plus" Employee
Discounts and Services Programs; and eligibility for voluntary benefits such as Critical Illness Insurance, Legal Services, and Auto/Home Insurance as well as Tax Savings Accounts, which give you the ability to pay qualifying medical, dental, vision and child/elder care expenses with pre-tax dollars.
Contingencies
The Immigration Reform and Control Act of 1986 requires Fluor to verify and record both your identity and right to work in the United States. Accordingly, this offer of employment is contingent on your being able to satisfy the requirements of the law on or before your first day of work.
In addition, this offer of employment is contingent upon your successful completion of a pre-employment chemical screen test to be conducted by e-Screen. This screening must be completed
prior to your first day of work. Instructions for completing this screening will be provided.
This offer of employment is also contingent upon your ability to work for the Company without restrictions from any previous employer. By accepting this offer, you confirm and represent that you are under no obligation or arrangement (including any restrictive covenants with any prior employer or any other entity) that would prevent you from becoming an employee of the Company or that would adversely impact your ability to perform the expected services on behalf of the
Company. You also confirm and represent that you have not taken (or failed to return) in an unauthorized manner any confidential, proprietary, or trade secret information belonging to a prior employer or any other entity, and that you will never use or disclose such
information to Fluor (or any of its employees, agents or affiliates) or attempt to induce Fluor (or any of its employees, agents or affiliates) to use such information.
I hope
that you will accept this offer and look forward to a productive and mutually beneficial working relationship. Please let me know if you have any questions about any of the matters outlined in this letter. I will do what I can to either answer your questions myself or to have your questions answered by H.R.
If you wish to accept this offer of employment with Fluor, please return a signed copy of this offer letter me. Please note that by signing this offer letter, you also acknowledge that no other promises or representations have been made to you about your employment with Fluor other than those contained in this offer letter.