Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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
21: XML XBRL Instance -- flr-20201231_htm XML 6.04M
143: EXCEL IDEA Workbook of Financial Reports XLSX 206K
17: EX-101.CAL XBRL Calculations -- flr-20201231_cal XML 423K
18: EX-101.DEF XBRL Definitions -- flr-20201231_def XML 1.74M
19: EX-101.LAB XBRL Labels -- flr-20201231_lab XML 3.30M
20: EX-101.PRE XBRL Presentations -- flr-20201231_pre XML 2.21M
16: EX-101.SCH XBRL Schema -- flr-20201231 XSD 299K
145: JSON XBRL Instance as JSON Data -- MetaLinks 743± 1.12M
146: ZIP XBRL Zipped Folder -- 0001628280-21-003360-xbrl Zip 962K
This letter will confirm the Agreement between Carlos Hernandez, (the “Consultant”), and FDEE Consulting, Inc., (the "Company").
I. Scope of Services: The Consultant agrees to render advisory and consultation services to the Company as and when the Company may from time to time request. Each assignment will be made in writing with a description of the assignment
and schedule for completion. Consulting services to be provided under this Agreement include Consultant assisting the Company in the orderly transition of Employee’s knowledge, duties, and responsibilities to others, providing advice, and cooperating with requests for assistance related to any litigation or disputes involving the Company, its subsidiaries, parents, related entities, or joint ventures, as may be requested by the Company or its legal counsel, regarding any matter, dispute or controversy of which Consultant has or may have reason to have knowledge, information, or expertise. Consultant’s cooperation in connection
with such claims or actions shall include being available to meet with counsel to prepare for discovery, a hearing, or trial and to act as a witness. If Consultant is called as a witness by the Company to give testimony (oral or written) in any matter, Consultant understands that Consultant is to answer proper questions truthfully. The payment for services referenced below (which is in lieu of and shall not be duplicative of any payment for such services referenced in that certain Retirement and Release Agreement between the Consultant and Fluor Enterprises, Inc.) is not, and shall not, be contingent upon the content of the Consultant’s testimony in the course of a hearing nor shall it be contingent on the outcome of any such hearing. The Company authorizes the Executive Chairman of Fluor Corporation’s
Board of Directors and its Chief Executive Officer, or their applicable designees, to approve written assignments to the Consultant hereunder.
In performing services under this Agreement, the Consultant shall operate as and have the status of an independent contractor and shall not act as or be an agent or employee of the Company. For this reason, all of the Consultant's activities will be at his own risk, and the Consultant shall not be entitled to, and hereby waives and disclaims any right to, benefits which Company may provide to employees of Company, including but not limited to Workers' Compensation or similar benefits or other insurance protection provided by the Company. The Consultant will make his own arrangements
for medical insurance and insurance coverage for the activities to be performed hereunder.
As an independent contractor, the Consultant will be solely responsible for determining the means, methods, time and place of performing the services subject to the Company's overall schedule requirements and maintaining interfaces necessary for the services and the Company will receive only the results of the Consultant's performance of the foregoing services.
II. Term: The term of this Agreement shall begin July 1, 2021, and shall expire on June
30, 2022 unless otherwise modified by subsequent written agreement signed by Consultant and an authorized representative of the Company.
Exhibit A: Invoices and Expense Reimbursement- Page 1
III. Payment for Services: The Company shall compensate the Consultant for the actual hours worked by the Consultant for services specifically approved
by the Company during the term of this agreement as follows:
(i)Fee: Consultant will be paid Five Hundred Thousand Dollars ($500,000) for the consulting services, which shall be paid out in quarterly payments, in arrears, of $125,000, gross;
(ii)The Consultant agrees services will not be provided in excess of 420 hours for the term of this agreement;
(iii)The Consultant agrees services will not be provided in excess of 125 hours per month for the term of this agreement;
(iv)Under
no circumstances shall Consultant work more than 40 hours in a week.
(v)The Consultant will be reimbursed for any reasonable business expenses incurred while providing services to the Company during the term of this Agreement provided that Consultant complies with the requirements set forth in Exhibit A attached to this Agreement;
(vi)Applicable taxes including FICA (Social Security and Medicare) taxes will be withheld on all payments made to Consultant. A Form W-2 for the Consultant’s 2021 and any subsequent year's consulting compensation will be provided.
IV. Invoicing: Within
30 days following the end of each quarter, the Consultant will furnish the Company with an invoice detailing the time devoted to the Company's service during such quarter and a description of activities performed on behalf of the Company. All invoices must present a company code, general ledger account number and a cost object. The individual responsible for approving the Consultant’s assignments must approve all invoices submitted by Consultant before Company pays the invoice. The Company shall pay such invoice within thirty (30) days of receipt and approval. The
Company reserves the right to reject invoices more than 60 days past due.
V. Inventions, Patents and Confidential Information: Consultant shall promptly disclose to the Company all discoveries, developments, improvements, inventions and other intangible rights ("Inventions") arising from performance of Consultant's services hereunder and hereby assigns said Inventions to the Company and shall execute all documents required to complete exclusive ownership by the Company or to secure patents, if deemed appropriate in the sole discretion of the
Company.
VI. Confidential Information. The Consultant agrees that any information which he obtains while performing services in his consulting capacity concerning the business or operations of the Company, its affiliates or third parties with whom it conducts business (including, but not as a limitation, technical information) shall be used only to perform such services and shall not be disclosed to anyone outside the Company, except with the prior written authorization of the Company. Further, to the extent any such information is in written form, all such documents are considered
company property and must be returned to the Company upon termination of this Agreement. The obligations of this paragraph shall survive any termination of this Agreement and do not apply to any information which has been publicly released or is in the public knowledge or literature.
However, nothing in this agreement prohibits or restricts Consultant from either filing charges/complaints with any governmental agency or participating in an investigation or a proceeding before any governmental agency responsible for the enforcement of any local, state or federal law. In addition,
nothing in this agreement prohibits Consultant from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, Occupational Health and Safety Administration, or any agency Inspector General; (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (iii) otherwise fully participating in any whistleblower programs, including the right to receive an incentive award authorized under federal statute or regulation for information provided to the Securities & Exchange Commission or any other federal regulatory or law enforcement agency.
VII. Supplier
Expectations: The Consultant has read and understands Fluor’s Business Conduct and Ethics Expectations for Suppliers and Contractors (the Supplier Expectations) and Consultant will do nothing to violate the Supplier Expectations.
VIII. Anti-Corruption: The Consultant will not make and has not made directly or indirectly, any payments or given anything of value to any third party, including any foreign official, foreign political party or foreign party candidate in connection with the Company's activities or in obtaining or retaining business from any government agency or instrumentality. The Consultant shall promptly notify the Company if in the
course of any business for which Consultant provides or may have provided consulting services to the Company, Consultant is approached, asked or requested or offers to make any payments or giving anything of value to any third party. Additionally, Consultant agrees that during the entire term of this Agreement Consultant will not act as an agent, official, or employee of any foreign government, or foreign political party, or a candidate for foreign office, and that the fees and expenses that will be paid to Consultant under this Agreement will not be paid directly or indirectly to any such agent, official, employee, party or candidate on behalf of Company.
IX. Corporate Assets: Consultant is expected to respect the
Company's assets as he would his own. Corporate assets take many forms (land, building, equipment, etc.). Consultant is required to return any assets or related documents to Company.
X. Compliance with Law: The Consultant agrees to fully comply with the United States Foreign Corrupt Practices Act (Public Law 95-213, 95th Congress, December 19, 1977) and all other applicable State and United States Laws. The Consultant acknowledges that Fluor Corporation and its subsidiaries require their vendors and suppliers to fully comply with the laws of the United States.
XI. Use
of Substances: The Consultant understands the Company’s goal to maintain a Drug and Alcohol free environment and agrees to fully comply with the requirements set forth in Exhibit B attached to this Agreement.
XII. Entire Agreement: This Agreement consists of this letter and corresponding attachments Exhibits A & B referenced above. This Agreement, as defined in this paragraph, sets forth the full and complete understanding of the parties as of the date above stated, and supersedes any and all agreements and representations made or dated prior hereto with respect to the consulting services to be provided by Consultant. This Agreement can only be amended in writing and signed by the duly authorized representatives of the parties.
XIII. Governing
Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas.
Kindly indicate your agreement with the foregoing by executing the duplicate originals of this letter in the space below and returning a fully signed duplicate original to us.
Consultant will be reimbursed for all pre-approved reasonable and necessary travel and other business related expenses. Reimbursed expenses must: (a) be associated with the performance of services on behalf of Company, (b) be in compliance with Internal Revenue Service regulations, federal, state and other applicable laws, and (c) not otherwise be compensated from other sources. Consultants who travel at the request of the Company must have documented approval from the
Company Representative identified in the Consulting Agreement (“Company Representative”) before incurring any costs for travel for which Consultant will seek reimbursement.
Failure to comply with each of the above guidelines may result in non-reimbursement of travel and business related expenses.
II.Travel and Other Reimbursable Expenses
The following expenses are reimbursable when approved by the responsible Company Representative:
i.Air Travel
1.Coach class accommodations must be used for domestic travel in the United
States.
2.Consultant is not permitted to travel internationally to perform services under this agreement.
3.Consultant should plan and ticket travel at least 14 days in advance whenever possible to take advantage of cost savings opportunities.
4.Consultant must provide a detailed itinerary for each airline ticket fee displayed on the invoice.
ii.Vehicle Rental
1.Intermediate or mid-size automobiles or smaller are authorized.
iii.Personal
Automobile Travel
1.Consultants using a personal automobile for business travel on behalf of the Company will be reimbursed at the standard mileage reimbursement rate as approved by the Internal Revenue Service. The Consultant is responsible for insurance coverage. No maintenance costs of any kind or fuel charges will be reimbursed.
iv.Hotels
1.Consultants will be reimbursed for accommodations at reasonably priced hotels.
2.It is the Consultant’s responsibility to learn the hotel’s room cancellation requirements and to notify the hotel directly in time to make the cancellations.
Exhibit A: Invoices and Expense Reimbursement- Page 1
Consultant will not be reimbursed for fees that may be incurred for failure to cancel a reservation .
v.Meals
1.Meal charges must be reasonable.
2.Reimbursement for meals will only be made in conjunction with out of town travel.
Exhibit
A: Invoices and Expense Reimbursement- Page 2
I.Time Charges
Fluor will pay only for the actual time necessary to complete a function. Actual time must be charged and there shall be no rounding of a time charge to the next half-hour or quarter-hour.
No reimbursement will be allowed for any time spent in complying with these requirements, nor will Consultant be compensated for any time
devoted to the preparation of billing invoices.
II.Invoicing
Backup documentation or receipts for expenses in excess of $25.00 is required. Company requires that expenses be identified by date incurred and category, e.g., travel, meals, etc. Each expense item must be sufficiently detailed to enable Company to determine the exact nature, purpose, and necessity of each expense.
Within 30 days following the end of each month, the Consultant will furnish the Company with an invoice detailing the time devoted to the Company's service
during such month and a description of activities performed on behalf of the Company. All invoices must present a company code, general ledger account number and a cost object. Consultant shall include expenses on the invoice.
Each invoice requires a certification that the Consultant has reviewed the invoice and believes that it accurately reports the time and expenses reasonably and necessarily incurred and directly related to the services performed under the Consulting Agreement, and, further, that the invoice complies with these Billing Requirements.
The individual responsible for approving the Consultant’s assignments must approve all invoices submitted by Consultant before Company pays the invoice. The
Company shall pay such invoice within thirty (30) days of receipt and approval. The Company reserves the right to reject invoices more than 60 days past due.
Exhibit B: Drugs and Alcohol
I.Guidelines
The
Company prohibits the possession, use, manufacture, distribution, dispensation or presence of drugs and alcohol on Company premises or in the performance of consulting services provided by Consultant pursuant to the Consultant Agreement and as explained in detail below.
II.Chemical Screening
The Company may request that Consultant be screened for use of drugs and/or alcohol if Consultant is suspected of being under the influence of drugs and/or alcohol due to uncharacteristic behavior, mood swings, inability to appropriately respond to questions, the odor of alcohol on the breath or person, inappropriate of aggressive behavior, etc.
III.Prohibited
Conduct
Prohibited conduct may include, but is not limited to the following:
i.Possessing, using, distributing, or dispensing drugs and alcohol while performing consulting services for the Company (on or off Company property).
ii.Receiving a non-negative illicit substances screen result for drugs or alcohol.
iii.Refusing to submit to chemical screening upon request.
iv.Attempting to
subvert / avoid chemical screening by means of sample substitution, adulteration or intentionally providing insufficient specimen quantity.
Dates Referenced Herein and Documents Incorporated by Reference
