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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 18, 2020

 

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

  

Delaware   001-16129   33-0927079
(State or other jurisdiction of
incorporation or organization) 		  (Commission File Number)   (IRS Employer Identification
Number)

 

6700 Las Colinas Blvd.
Irving, Texas 		  75039
(Address of principal executive offices)   (Zip Code)

 

(469) 398-7000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value per share FLR New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On March 18, 2020, Fluor Corporation (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

 

The NYSE informed the Company that, under NYSE rules, the Company will have six months from March 18, 2020 to file the 2019 Form 10-K with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its 2019 Form 10-K. If the Company fails to file the 2019 Form 10-K before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

 

As the Company reported in its Form 12b-25 filed with the SEC on March 3, 2020, the Company is reviewing its prior period reporting and related controls, as well as completing its preparation of the 2019 financial statements. A special committee of the Board of Directors is independently conducting the review with the assistance of external advisors. The committee has not reached any conclusions because the review is ongoing. Consequently, the Company is not in a position to file the 2019 Form 10-K. The Company continues to work expeditiously to conclude the review and will file the 2019 Form 10-K as soon as practicable.

 

On March 19 2020, the Company issued a press release regarding receipt of the notice from the NYSE. The press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)        Exhibits.

 

Exhibit
Number 		  Description
99.1   Press Release issued by Fluor Corporation on March 19, 2020.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

March 19, 2020 FLUOR CORPORATION
     
  By: /s/ John R. Reynolds
    John R. Reynolds
    Executive Vice President, Chief Legal Officer

 

 

 

Exhibit 99.1

 

Fluor Corporation Brian Mershon
6700 Las Colinas Blvd Media Relations
Irving, Texas 75039 469.398.7621 tel
   
469.398.7000 main tel Jason Landkamer
  Investor Relations
469.398.7222 tel

 

 
News Release

 

Fluor Receives NYSE Notice Regarding Delayed Form 10-K Filing

 

IRVING, Texas (March 19, 2020) – Fluor Corporation (NYSE: FLR) today announced that it received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The notice has no immediate effect on the listing of the Company’s stock on the NYSE.

 

The NYSE informed the Company that, under NYSE rules, the Company will have six months from March 18, 2020 to file the 2019 Form 10-K with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its 2019 Form 10-K. If the Company fails to file the 2019 Form 10-K before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

 

 

 

Page 2 of 2

 

 

 

As the Company reported in its Form 12b-25 filed with the SEC on March 3, 2020, the Company is reviewing its prior period reporting and related controls, as well as completing its preparation of the 2019 financial statements. A special committee of the Board of Directors is independently conducting the review with the assistance of external advisors. The committee has not reached any conclusions because the review is ongoing. Consequently, the Company is not in a position to file the 2019 Form 10-K. The Company continues to work expeditiously to conclude the review and will file the 2019 Form 10-K as soon as practicable.

 

About Fluor Corporation

 

Founded in 1912, Fluor Corporation (NYSE: FLR) is a global engineering, procurement, fabrication, construction and maintenance company that transforms the world by building prosperity and empowering progress. Fluor serves its clients by designing, building and maintaining safe, well executed, capital-efficient projects around the world. With headquarters in Irving, Texas, Fluor ranks 164 on the Fortune 500 list with revenue of $19.2 billion in 2018 and has more than 47,000 employees worldwide. For more information, please visit www.fluor.com or follow Fluor on Facebook, Twitter, LinkedIn and YouTube.

 

Forward-Looking Statements: This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, Fluor’s expectations as to the outcome of its review of its financial statements.

 

These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from management’s current expectations include, among other things, the discovery of additional information relevant to the internal review; the conclusions of the special committee (and the timing of the conclusions) concerning matters relating to the internal review; the timing of the review by, and the conclusions of, Fluor’s independent registered public accounting firm regarding the internal review and Fluor’s financial statements; the possibility that additional errors may be identified; and the risk that the completion and filing of the Form 10-K will take longer than expected. Caution must be exercised in relying on these and other forward-looking statements. Additional information concerning these and other factors can be found in the Company's public periodic filings with the Securities and Exchange Commission, including the discussion under the heading "Item 1A. Risk Factors" in the Company's Form 10-K filed on February 21, 2019. Such filings are available either publicly or upon request from Fluor's Investor Relations Department: (469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.