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Delaware
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33-0927079
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(State or other jurisdiction of
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(I.R.S. Employer
|
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incorporation or organization)
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Identification No.)
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6700 Las Colinas Boulevard
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|
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Irving,
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Texas
|
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75039
|
(Address of principal executive offices)
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(Zip Code)
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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
|
Preferred Stock Purchase Rights
|
FLR
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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|
Emerging growth company
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☐
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TABLE OF CONTENTS
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Abbreviation/Term
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Definition
|
2019 10-K
|
Annual Report on Form 10-K for the year ended December 31, 2019
|
2019 Period
|
Nine months ended September 30, 2019
|
2019 Quarter
|
Three months ended September 30, 2019
|
2020 Period
|
Nine months ended September 30, 2020
|
2020 Quarter
|
Three months ended September 30, 2020
|
AOCI
|
Accumulated other comprehensive income (loss)
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
Cont Ops
|
Continuing operations
|
Corporate G&A
|
Corporate general and administrative expense
|
COVID-19
|
Coronavirus pandemic
|
Disc Ops
|
Discontinued operations
|
DOE
|
U.S. Department of Energy
|
EPC
|
Engineering, procurement and construction
|
EPS
|
Earnings per share
|
Exchange Act
|
Securities Exchange Act of 1934
|
GAAP
|
Accounting principles generally accepted in the United States
|
ICFR
|
Internal control over financial reporting
|
NCI
|
Noncontrolling interests
|
NM
|
Not meaningful
|
NuScale
|
NuScale Power, LLC
|
OCI
|
Other comprehensive income (loss)
|
Q1 2020 10-Q
|
Quarterly Report on Form 10-Q for the three months ended March 31, 2020
|
Q2 2020 10-Q
|
Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020
|
Q3 2020 10-Q
|
Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020
|
RSU
|
Restricted stock units
|
RUPO
|
Remaining unsatisfied performance obligations
|
SEC
|
Securities and Exchange Commission
|
Stork
|
Stork Holding B.V. and subsidiaries; Acquired by Fluor in 2016
|
VIE
|
Variable interest entity
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands, except per share amounts)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
$
|
3,803,210
|
|
|
$
|
4,628,578
|
|
|
$
|
12,012,759
|
|
|
$
|
12,908,594
|
|
Cost of revenue
|
3,669,535
|
|
|
4,537,327
|
|
|
11,750,224
|
|
|
13,185,793
|
|
||||
Other (income) and expenses
|
|
|
|
|
|
|
|
||||||||
Corporate general and administrative expense
|
68,085
|
|
|
11,167
|
|
|
93,770
|
|
|
119,721
|
|
||||
Impairment, restructuring and other exit costs
|
—
|
|
|
333,988
|
|
|
302,662
|
|
|
388,027
|
|
||||
Interest expense
|
17,603
|
|
|
18,984
|
|
|
53,017
|
|
|
56,490
|
|
||||
Interest income
|
(4,243
|
)
|
|
(14,088
|
)
|
|
(21,596
|
)
|
|
(41,797
|
)
|
||||
Total cost and expenses
|
3,750,980
|
|
|
4,887,378
|
|
|
12,178,077
|
|
|
13,708,234
|
|
||||
Earnings (loss) from Cont Ops before taxes
|
52,230
|
|
|
(258,800
|
)
|
|
(165,318
|
)
|
|
(799,640
|
)
|
||||
Income tax expense (benefit)
|
28,804
|
|
|
495,307
|
|
|
(6,943
|
)
|
|
434,807
|
|
||||
Net earnings (loss) from Cont Ops
|
23,426
|
|
|
(754,107
|
)
|
|
(158,375
|
)
|
|
(1,234,447
|
)
|
||||
Net earnings (loss) from Disc Ops
|
214
|
|
|
23,453
|
|
|
(92,697
|
)
|
|
6,049
|
|
||||
Net earnings (loss)
|
23,640
|
|
|
(730,654
|
)
|
|
(251,072
|
)
|
|
(1,228,398
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Less: Net earnings (loss) attributable to NCI from Cont Ops
|
4,299
|
|
|
12,445
|
|
|
20,536
|
|
|
(2,374
|
)
|
||||
Net earnings (loss) attributable to Fluor Corporation from Cont Ops
|
19,127
|
|
|
(766,552
|
)
|
|
(178,911
|
)
|
|
(1,232,073
|
)
|
||||
Net earnings (loss) attributable to Fluor Corporation from Disc Ops
|
214
|
|
|
23,453
|
|
|
(92,697
|
)
|
|
6,049
|
|
||||
Net earnings (loss) attributable to Fluor Corporation
|
$
|
19,341
|
|
|
$
|
(743,099
|
)
|
|
$
|
(271,608
|
)
|
|
$
|
(1,226,024
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share attributable to Fluor Corporation
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) from Cont Ops
|
$
|
0.14
|
|
|
$
|
(5.47
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(8.80
|
)
|
Net earnings (loss) from Disc Ops
|
—
|
|
|
0.17
|
|
|
(0.66
|
)
|
|
0.04
|
|
||||
Net earnings (loss)
|
$
|
0.14
|
|
|
$
|
(5.30
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(8.76
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share attributable to Fluor Corporation
|
|
|
|
|
|
|
|||||||||
Net earnings (loss) from Cont Ops
|
$
|
0.14
|
|
|
$
|
(5.47
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(8.80
|
)
|
Net earnings (loss) from Disc Ops
|
—
|
|
|
0.17
|
|
|
(0.66
|
)
|
|
0.04
|
|
||||
Net earnings (loss)
|
$
|
0.14
|
|
|
$
|
(5.30
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(8.76
|
)
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net earnings (loss)
|
|
$
|
23,640
|
|
|
$
|
(730,654
|
)
|
|
$
|
(251,072
|
)
|
|
$
|
(1,228,398
|
)
|
OCI, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
4,201
|
|
|
(42,332
|
)
|
|
(75,828
|
)
|
|
(14,672
|
)
|
||||
Ownership share of equity method investees’ OCI
|
|
(34
|
)
|
|
2,662
|
|
|
(18,860
|
)
|
|
(2,125
|
)
|
||||
Defined benefit plan adjustments
|
|
1,070
|
|
|
1,990
|
|
|
3,071
|
|
|
6,093
|
|
||||
Unrealized gain (loss) on derivative contracts
|
|
9,588
|
|
|
(6,294
|
)
|
|
5,883
|
|
|
(599
|
)
|
||||
Total OCI, net of tax
|
|
14,825
|
|
|
(43,974
|
)
|
|
(85,734
|
)
|
|
(11,303
|
)
|
||||
Comprehensive income (loss)
|
|
38,465
|
|
|
(774,628
|
)
|
|
(336,806
|
)
|
|
(1,239,701
|
)
|
||||
Less: Comprehensive income (loss) attributable to NCI
|
|
3,804
|
|
|
10,696
|
|
|
18,245
|
|
|
(3,917
|
)
|
||||
Comprehensive income (loss) attributable to Fluor Corporation
|
|
$
|
34,661
|
|
|
$
|
(785,324
|
)
|
|
$
|
(355,051
|
)
|
|
$
|
(1,235,784
|
)
|
(in thousands, except share and per share amounts)
|
|
September 30,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents ($559,667 and $392,772 related to VIEs)
|
|
$
|
2,093,782
|
|
|
$
|
1,997,199
|
|
Marketable securities ($66 related to VIEs in both periods)
|
|
17,514
|
|
|
7,262
|
|
||
Accounts and notes receivable, net ($235,645 and $329,548 related to VIEs)
|
|
1,083,351
|
|
|
1,217,464
|
|
||
Contract assets ($330,343 and $294,116 related to VIEs)
|
|
1,132,976
|
|
|
1,238,173
|
|
||
Other current assets ($31,791 and $32,271 related to VIEs)
|
|
386,751
|
|
|
389,565
|
|
||
Current assets held for sale
|
|
296,025
|
|
|
517,100
|
|
||
Total current assets
|
|
5,010,399
|
|
|
5,366,763
|
|
||
|
|
|
|
|
||||
Noncurrent assets
|
|
|
|
|
||||
Property, plant and equipment, net ($41,404 and $29,492 related to VIEs)
|
|
563,624
|
|
|
594,826
|
|
||
Goodwill
|
|
326,892
|
|
|
508,415
|
|
||
Investments
|
|
558,690
|
|
|
600,814
|
|
||
Deferred taxes
|
|
69,008
|
|
|
62,688
|
|
||
Deferred compensation trusts
|
|
322,445
|
|
|
341,235
|
|
||
Other assets ($41,367 and $45,425 related to VIEs)
|
|
420,592
|
|
|
491,917
|
|
||
Total noncurrent assets
|
|
2,261,251
|
|
|
2,599,895
|
|
||
Total assets
|
|
$
|
7,271,650
|
|
|
$
|
7,966,658
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable ($396,297 and $501,525 related to VIEs)
|
|
$
|
1,338,153
|
|
|
$
|
1,546,840
|
|
Short-term borrowings
|
|
42,450
|
|
|
38,728
|
|
||
Contract liabilities ($290,757 and $232,160 related to VIEs)
|
|
1,062,342
|
|
|
1,157,788
|
|
||
Accrued salaries, wages and benefits ($30,995 and $31,178 related to VIEs)
|
|
609,878
|
|
|
609,094
|
|
||
Other accrued liabilities ($72,773 and $21,088 related to VIEs)
|
|
454,206
|
|
|
470,350
|
|
||
Current liabilities related to assets held for sale
|
|
37,584
|
|
|
82,322
|
|
||
Total current liabilities
|
|
3,544,613
|
|
|
3,905,122
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
1,677,162
|
|
|
1,651,739
|
|
||
Deferred taxes
|
|
70,363
|
|
|
83,295
|
|
||
Other noncurrent liabilities ($10,015 and $11,366 related to VIEs)
|
|
672,828
|
|
|
742,410
|
|
||
|
|
|
|
|
||||
Contingencies and commitments
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Preferred stock — authorized 20,000,000 shares ($0.01 par value); none issued
|
|
—
|
|
|
—
|
|
||
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 140,609,216 and 140,174,400 shares in 2020 and 2019, respectively
|
|
1,403
|
|
|
1,399
|
|
||
Additional paid-in capital
|
|
177,617
|
|
|
165,314
|
|
||
AOCI
|
|
(463,316
|
)
|
|
(379,873
|
)
|
||
Retained earnings
|
|
1,413,242
|
|
|
1,700,912
|
|
||
Total shareholders’ equity
|
|
1,128,946
|
|
|
1,487,752
|
|
||
NCI
|
|
177,738
|
|
|
96,340
|
|
||
Total equity
|
|
1,306,684
|
|
|
1,584,092
|
|
||
Total liabilities and equity
|
|
$
|
7,271,650
|
|
|
$
|
7,966,658
|
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
OPERATING CASH FLOW
|
|
|
|
|
|
|
||
Net earnings (loss)
|
|
$
|
(251,072
|
)
|
|
$
|
(1,228,398
|
)
|
Adjustments to reconcile net earnings (loss) to operating cash flow:
|
|
|
|
|
||||
Impairment expense - Cont Ops
|
|
297,604
|
|
|
347,411
|
|
||
Impairment expense - Disc Ops
|
|
100,000
|
|
|
—
|
|
||
Depreciation
|
|
76,619
|
|
|
129,014
|
|
||
Amortization of intangibles
|
|
2,673
|
|
|
13,032
|
|
||
(Earnings) loss from equity method investments, net of distributions
|
|
(2,005
|
)
|
|
6,510
|
|
||
Loss on sale of investment
|
|
10,780
|
|
|
—
|
|
||
(Gain) loss on sales of assets
|
|
(828
|
)
|
|
5,690
|
|
||
Amortization of stock-based awards
|
|
11,571
|
|
|
27,513
|
|
||
Deferred compensation trust
|
|
(4,810
|
)
|
|
(36,989
|
)
|
||
Deferred compensation obligation
|
|
3,136
|
|
|
34,827
|
|
||
Deferred taxes
|
|
(23,673
|
)
|
|
316,407
|
|
||
Net retirement plan accrual (contributions)
|
|
(8,507
|
)
|
|
(1,821
|
)
|
||
Changes in assets and liabilities
|
|
(62,230
|
)
|
|
443,663
|
|
||
Other
|
|
(5,018
|
)
|
|
10,039
|
|
||
Operating cash flow
|
|
144,240
|
|
|
66,898
|
|
||
|
|
|
|
|
||||
INVESTING CASH FLOW
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(23,589
|
)
|
|
(31,165
|
)
|
||
Proceeds from the sales and maturities of marketable securities
|
|
13,339
|
|
|
197,923
|
|
||
Capital expenditures
|
|
(80,786
|
)
|
|
(140,058
|
)
|
||
Proceeds from sales of property, plant and equipment
|
|
34,964
|
|
|
56,431
|
|
||
Proceeds from sales of businesses
|
|
19,885
|
|
|
—
|
|
||
Investments in partnerships and joint ventures
|
|
(25,252
|
)
|
|
(34,502
|
)
|
||
Return of capital from partnerships and joint ventures
|
|
433
|
|
|
11,733
|
|
||
Proceeds from company owned life insurance
|
|
4,574
|
|
|
12,245
|
|
||
Other
|
|
(317
|
)
|
|
2,071
|
|
||
Investing cash flow
|
|
(56,749
|
)
|
|
74,678
|
|
||
|
|
|
|
|
||||
FINANCING CASH FLOW
|
|
|
|
|
||||
Dividends paid
|
|
(28,720
|
)
|
|
(88,708
|
)
|
||
Other borrowings
|
|
13,527
|
|
|
21,206
|
|
||
Distributions paid to NCI
|
|
(19,288
|
)
|
|
(26,123
|
)
|
||
Capital contributions by NCI
|
|
82,109
|
|
|
10,581
|
|
||
Taxes paid on vested restricted stock
|
|
(1,313
|
)
|
|
(3,572
|
)
|
||
Stock options exercised
|
|
—
|
|
|
1,466
|
|
||
Other
|
|
(356
|
)
|
|
(1,990
|
)
|
||
Financing cash flow
|
|
45,959
|
|
|
(87,140
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(36,867
|
)
|
|
(14,078
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
|
96,583
|
|
|
40,358
|
|
||
Cash and cash equivalents at beginning of period
|
|
1,997,199
|
|
|
1,764,746
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
2,093,782
|
|
|
$
|
1,805,104
|
|
(in thousands, except per share amounts)
|
Common Stock
|
Additional Paid-In Capital
|
AOCI
|
Retained
Earnings |
Total Shareholders' Equity
|
NCI
|
Total
Equity |
||||||||||||||||
Shares
|
Amount
|
||||||||||||||||||||||
BALANCE AS OF
JUNE 30, 2020 |
140,565
|
|
$
|
1,403
|
|
$
|
175,089
|
|
$
|
(478,636
|
)
|
$
|
1,393,866
|
|
$
|
1,091,722
|
|
$
|
139,172
|
|
$
|
1,230,894
|
|
Net earnings (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
19,341
|
|
19,341
|
|
4,299
|
|
23,640
|
|
|||||||
OCI
|
—
|
|
—
|
|
—
|
|
15,320
|
|
—
|
|
15,320
|
|
(495
|
)
|
14,825
|
|
|||||||
Distributions to NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,457
|
)
|
(8,457
|
)
|
|||||||
Capital contributions by NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
42,589
|
|
42,589
|
|
|||||||
Other NCI transactions
|
—
|
|
—
|
|
321
|
|
—
|
|
—
|
|
321
|
|
630
|
|
951
|
|
|||||||
Stock-based plan activity
|
44
|
|
—
|
|
2,207
|
|
—
|
|
35
|
|
2,242
|
|
—
|
|
2,242
|
|
|||||||
BALANCE AS OF
SEPTEMBER 30, 2020 |
140,609
|
|
$
|
1,403
|
|
$
|
177,617
|
|
$
|
(463,316
|
)
|
$
|
1,413,242
|
|
$
|
1,128,946
|
|
$
|
177,738
|
|
$
|
1,306,684
|
|
(in thousands, except per share amounts)
|
Common Stock
|
Additional Paid-In Capital
|
AOCI
|
Retained
Earnings |
Total Shareholders' Equity
|
NCI
|
Total
Equity |
||||||||||||||||
Shares
|
Amount
|
||||||||||||||||||||||
BALANCE AS OF
DECEMBER 31, 2019 |
140,174
|
|
$
|
1,399
|
|
$
|
165,314
|
|
$
|
(379,873
|
)
|
$
|
1,700,912
|
|
$
|
1,487,752
|
|
$
|
96,340
|
|
$
|
1,584,092
|
|
Net earnings (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
(271,608
|
)
|
(271,608
|
)
|
20,536
|
|
(251,072
|
)
|
|||||||
Cumulative adjustment for the adoption of ASC 326
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,977
|
)
|
(1,977
|
)
|
—
|
|
(1,977
|
)
|
|||||||
OCI
|
—
|
|
—
|
|
—
|
|
(83,443
|
)
|
—
|
|
(83,443
|
)
|
(2,291
|
)
|
(85,734
|
)
|
|||||||
Dividends ($0.10 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(14,120
|
)
|
(14,120
|
)
|
—
|
|
(14,120
|
)
|
|||||||
Distributions to NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(19,288
|
)
|
(19,288
|
)
|
|||||||
Capital contributions by NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
82,109
|
|
82,109
|
|
|||||||
Other NCI transactions
|
—
|
|
—
|
|
2,057
|
|
—
|
|
—
|
|
2,057
|
|
332
|
|
2,389
|
|
|||||||
Stock-based plan activity
|
435
|
|
4
|
|
10,246
|
|
—
|
|
35
|
|
10,285
|
|
—
|
|
10,285
|
|
|||||||
BALANCE AS OF
SEPTEMBER 30, 2020 |
140,609
|
|
$
|
1,403
|
|
$
|
177,617
|
|
$
|
(463,316
|
)
|
$
|
1,413,242
|
|
$
|
1,128,946
|
|
$
|
177,738
|
|
$
|
1,306,684
|
|
(in thousands, except per share amounts)
|
Common Stock
|
Additional Paid-In Capital
|
AOCI
|
Retained
Earnings |
Total Shareholders' Equity
|
NCI
|
Total
Equity |
||||||||||||||||
Shares
|
Amount
|
||||||||||||||||||||||
BALANCE AS OF
JUNE 30, 2019 |
140,174
|
|
$
|
1,399
|
|
$
|
113,043
|
|
$
|
(511,066
|
)
|
$
|
2,772,110
|
|
$
|
2,375,486
|
|
$
|
123,252
|
|
$
|
2,498,738
|
|
Net earnings (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
(743,099
|
)
|
(743,099
|
)
|
12,445
|
|
(730,654
|
)
|
|||||||
OCI
|
—
|
|
—
|
|
—
|
|
(42,225
|
)
|
—
|
|
(42,225
|
)
|
(1,749
|
)
|
(43,974
|
)
|
|||||||
Dividends ($0.21 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(29,677
|
)
|
(29,677
|
)
|
—
|
|
(29,677
|
)
|
|||||||
Distributions to NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(10,551
|
)
|
(10,551
|
)
|
|||||||
Capital contributions by NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,760
|
|
2,760
|
|
|||||||
Other NCI transactions
|
—
|
|
—
|
|
1,105
|
|
—
|
|
—
|
|
1,105
|
|
(1,721
|
)
|
(616
|
)
|
|||||||
Stock-based plan activity
|
—
|
|
—
|
|
(2,291
|
)
|
—
|
|
—
|
|
(2,291
|
)
|
—
|
|
(2,291
|
)
|
|||||||
BALANCE AS OF
SEPTEMBER 30, 2019 |
140,174
|
|
$
|
1,399
|
|
$
|
111,857
|
|
$
|
(553,291
|
)
|
$
|
1,999,334
|
|
$
|
1,559,299
|
|
$
|
124,436
|
|
$
|
1,683,735
|
|
(in thousands, except per share amounts)
|
Common Stock
|
Additional Paid-In Capital
|
AOCI
|
Retained
Earnings |
Total Shareholders' Equity
|
NCI
|
Total
Equity |
||||||||||||||||
Shares
|
Amount
|
||||||||||||||||||||||
BALANCE AS OF
DECEMBER 31, 2018 |
139,654
|
|
$
|
1,396
|
|
$
|
82,106
|
|
$
|
(543,531
|
)
|
$
|
3,294,154
|
|
$
|
2,834,125
|
|
$
|
146,128
|
|
$
|
2,980,253
|
|
Net earnings (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,226,024
|
)
|
(1,226,024
|
)
|
(2,374
|
)
|
(1,228,398
|
)
|
|||||||
Cumulative adjustment for the adoption of ASC 842
|
—
|
|
—
|
|
—
|
|
—
|
|
20,544
|
|
20,544
|
|
—
|
|
20,544
|
|
|||||||
OCI
|
—
|
|
—
|
|
—
|
|
(9,760
|
)
|
—
|
|
(9,760
|
)
|
(1,543
|
)
|
(11,303
|
)
|
|||||||
Dividends ($0.63 per share)
|
—
|
|
—
|
|
218
|
|
—
|
|
(89,340
|
)
|
(89,122
|
)
|
—
|
|
(89,122
|
)
|
|||||||
Distributions to NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(26,123
|
)
|
(26,123
|
)
|
|||||||
Capital contributions by NCI
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,581
|
|
10,581
|
|
|||||||
Other NCI transactions
|
—
|
|
—
|
|
4,188
|
|
—
|
|
—
|
|
4,188
|
|
(2,233
|
)
|
1,955
|
|
|||||||
Stock-based plan activity
|
520
|
|
3
|
|
25,345
|
|
—
|
|
—
|
|
25,348
|
|
—
|
|
25,348
|
|
|||||||
BALANCE AS OF
SEPTEMBER 30, 2019 |
140,174
|
|
$
|
1,399
|
|
$
|
111,857
|
|
$
|
(553,291
|
)
|
$
|
1,999,334
|
|
$
|
1,559,299
|
|
$
|
124,436
|
|
$
|
1,683,735
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands, except per share amounts)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Amounts attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) from Cont Ops
|
|
$
|
19,127
|
|
|
$
|
(766,552
|
)
|
|
$
|
(178,911
|
)
|
|
$
|
(1,232,073
|
)
|
Net earnings (loss) from Disc Ops
|
|
214
|
|
|
23,453
|
|
|
(92,697
|
)
|
|
6,049
|
|
||||
Net earnings (loss)
|
|
$
|
19,341
|
|
|
$
|
(743,099
|
)
|
|
$
|
(271,608
|
)
|
|
$
|
(1,226,024
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic EPS attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
|
140,598
|
|
|
140,163
|
|
|
140,465
|
|
|
140,027
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) from Cont Ops
|
|
$
|
0.14
|
|
|
$
|
(5.47
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(8.80
|
)
|
Net earnings (loss) from Disc Ops
|
|
—
|
|
|
0.17
|
|
|
(0.66
|
)
|
|
0.04
|
|
||||
Net earnings (loss)
|
|
$
|
0.14
|
|
|
$
|
(5.30
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(8.76
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
|
140,598
|
|
|
140,163
|
|
|
140,465
|
|
|
140,027
|
|
||||
Diluted effect:
|
|
|
|
|
|
|
|
|
||||||||
Stock options, RSUs, restricted stock and performance award units(1)
|
|
570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average diluted shares outstanding
|
|
141,168
|
|
|
140,163
|
|
|
140,465
|
|
|
140,027
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) from Cont Ops
|
|
$
|
0.14
|
|
|
$
|
(5.47
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(8.80
|
)
|
Net earnings (loss) from Disc Ops
|
|
—
|
|
|
0.17
|
|
|
(0.66
|
)
|
|
0.04
|
|
||||
Net earnings (loss)
|
|
$
|
0.14
|
|
|
$
|
(5.30
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(8.76
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Anti-dilutive securities not included in shares outstanding
|
|
—
|
|
|
489
|
|
|
464
|
|
|
585
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Energy & Chemicals
|
|
$
|
1,336.0
|
|
|
$
|
1,611.6
|
|
|
$
|
4,187.4
|
|
|
$
|
4,485.2
|
|
Mining & Industrial
|
|
920.9
|
|
|
1,374.0
|
|
|
3,107.8
|
|
|
3,703.6
|
|
||||
Infrastructure & Power
|
|
386.5
|
|
|
392.5
|
|
|
1,247.1
|
|
|
965.9
|
|
||||
Government
|
|
753.7
|
|
|
718.2
|
|
|
2,173.2
|
|
|
2,196.2
|
|
||||
Diversified Services
|
|
370.3
|
|
|
521.7
|
|
|
1,210.3
|
|
|
1,525.0
|
|
||||
Other
|
|
35.8
|
|
|
10.6
|
|
|
87.0
|
|
|
32.7
|
|
||||
Total revenue
|
|
$
|
3,803.2
|
|
|
$
|
4,628.6
|
|
|
$
|
12,012.8
|
|
|
$
|
12,908.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit (loss)
|
|
|
|
|
|
|
|
|
||||||||
Energy & Chemicals
|
|
$
|
94.9
|
|
|
$
|
84.7
|
|
|
$
|
129.4
|
|
|
$
|
(125.1
|
)
|
Mining & Industrial
|
|
18.2
|
|
|
56.9
|
|
|
86.7
|
|
|
129.1
|
|
||||
Infrastructure & Power
|
|
6.4
|
|
|
0.9
|
|
|
15.1
|
|
|
(188.0
|
)
|
||||
Government
|
|
25.7
|
|
|
22.4
|
|
|
67.1
|
|
|
87.2
|
|
||||
Diversified Services
|
|
7.1
|
|
|
10.5
|
|
|
7.4
|
|
|
22.2
|
|
||||
Other
|
|
(22.9
|
)
|
|
(96.6
|
)
|
|
(63.7
|
)
|
|
(200.2
|
)
|
||||
Total segment profit (loss)
|
|
$
|
129.4
|
|
|
$
|
78.8
|
|
|
$
|
242.0
|
|
|
$
|
(274.8
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate G&A
|
|
(68.1
|
)
|
|
(11.2
|
)
|
|
(93.8
|
)
|
|
(119.7
|
)
|
||||
Impairment, restructuring and other exit costs
|
|
—
|
|
|
(334.0
|
)
|
|
(302.7
|
)
|
|
(388.0
|
)
|
||||
Interest income (expense), net
|
|
(13.4
|
)
|
|
(4.9
|
)
|
|
(31.3
|
)
|
|
(14.7
|
)
|
||||
Earnings (loss) attributable to NCI from Cont Ops
|
|
4.3
|
|
|
12.5
|
|
|
20.5
|
|
|
(2.4
|
)
|
||||
Earnings (loss) from Cont Ops before taxes
|
|
$
|
52.2
|
|
|
$
|
(258.8
|
)
|
|
$
|
(165.3
|
)
|
|
$
|
(799.6
|
)
|
(in millions)
|
|
September 30,
2020 |
|
December 31,
2019 |
||||
Energy & Chemicals
|
|
$
|
1,022.3
|
|
|
$
|
1,139.3
|
|
Mining & Industrial
|
|
487.6
|
|
|
594.9
|
|
||
Infrastructure & Power
|
|
591.3
|
|
|
471.2
|
|
||
Government
|
|
572.2
|
|
|
629.1
|
|
||
Diversified Services
|
|
921.9
|
|
|
1,290.6
|
|
||
Other
|
|
49.4
|
|
|
68.5
|
|
||
Corporate
|
|
3,405.8
|
|
|
3,379.3
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
North America
|
|
$
|
2,405.2
|
|
|
$
|
2,206.5
|
|
|
$
|
7,395.9
|
|
|
$
|
6,043.3
|
|
Asia Pacific (includes Australia)
|
|
350.1
|
|
|
492.5
|
|
|
1,036.7
|
|
|
1,391.2
|
|
||||
Europe
|
|
664.2
|
|
|
605.3
|
|
|
2,128.8
|
|
|
2,573.4
|
|
||||
Central and South America
|
|
251.9
|
|
|
714.8
|
|
|
1,017.9
|
|
|
1,743.0
|
|
||||
Middle East and Africa
|
|
131.8
|
|
|
609.5
|
|
|
433.5
|
|
|
1,157.7
|
|
||||
Total revenue
|
|
$
|
3,803.2
|
|
|
$
|
4,628.6
|
|
|
$
|
12,012.8
|
|
|
$
|
12,908.6
|
|
(in millions)
|
|
Recognized to Date
|
|
Total Cost Expected to be Incurred
|
||||
Restructuring and other exit costs:
|
|
|
|
|
||||
Severance
|
|
$
|
68.9
|
|
|
$
|
70.0
|
|
Asset impairments
|
|
90.4
|
|
|
90.4
|
|
||
Entity liquidation costs (including the recognition of cumulative translation adjustments)
|
|
83.7
|
|
|
85.0
|
|
||
Other exit costs
|
|
2.1
|
|
|
5.0
|
|
||
Total restructuring and other exit costs
|
|
$
|
245.1
|
|
|
$
|
250.4
|
|
(in thousands)
|
Severance
|
Lease Exit Costs
|
Other
|
Total
|
||||||||
Balance as of December 31, 2019
|
$
|
46,303
|
|
$
|
570
|
|
$
|
307
|
|
$
|
47,180
|
|
Restructuring charges recognized during the period
|
4,219
|
|
102
|
|
737
|
|
5,058
|
|
||||
Cash payments / settlements during the period
|
(21,366
|
)
|
(640
|
)
|
(552
|
)
|
(22,558
|
)
|
||||
Currency translation
|
426
|
|
—
|
|
(1
|
)
|
425
|
|
||||
Balance as of September 30, 2020
|
$
|
29,582
|
|
$
|
32
|
|
$
|
491
|
|
$
|
30,105
|
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Impairment expense:
|
|
|
|
|
||||
Goodwill associated with the Diversified Services reporting unit
|
|
$
|
168,568
|
|
|
$
|
—
|
|
Intangible customer relationships associated with the Stork business
|
|
26,671
|
|
|
33,657
|
|
||
Equity method investments in the Energy & Chemicals business
|
|
86,096
|
|
|
256,769
|
|
||
Information technology assets
|
|
16,269
|
|
|
—
|
|
||
Total impairment expense
|
|
$
|
297,604
|
|
|
$
|
290,426
|
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Cash paid for:
|
|
|
|
|
||||
Interest
|
|
$
|
54,677
|
|
|
$
|
59,067
|
|
Income taxes (net of refunds)
|
|
29,367
|
|
|
180,005
|
|
(in millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||
Information about contract assets:
|
|
|
|
||||
Contract assets
|
|
|
|
||||
Unbilled receivables
|
$
|
737
|
|
|
$
|
851
|
|
Contract work in progress
|
396
|
|
|
387
|
|
||
Contract assets
|
$
|
1,133
|
|
|
$
|
1,238
|
|
|
|
|
|
||||
Advance billings deducted from contract assets
|
$
|
412
|
|
|
$
|
574
|
|
|
|
|
|
||||
|
Nine Months Ended
September 30, |
||||||
(in millions)
|
2020
|
|
2019
|
||||
Information about contract liabilities:
|
|
|
|
||||
Revenue recognized that was included in contract liabilities as of January 1
|
$
|
731
|
|
|
$
|
743
|
|
(in millions)
|
September 30, 2020
|
||
Within 1 year
|
$
|
12,045
|
|
1 to 2 years
|
8,117
|
|
|
Thereafter
|
5,620
|
|
|
Total remaining unsatisfied performance obligations
|
$
|
25,782
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
|
Fair Value Hierarchy
|
|
Fair Value Hierarchy
|
||||||||||||||||||||||||||||
(in thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation trusts(1)
|
|
$
|
8,733
|
|
|
$
|
8,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,719
|
|
|
$
|
7,719
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency
|
|
10,942
|
|
|
—
|
|
|
10,942
|
|
|
—
|
|
|
7,167
|
|
|
—
|
|
|
7,167
|
|
|
—
|
|
||||||||
Commodity
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency
|
|
$
|
4,495
|
|
|
$
|
—
|
|
|
$
|
4,495
|
|
|
$
|
—
|
|
|
$
|
6,561
|
|
|
$
|
—
|
|
|
$
|
6,561
|
|
|
$
|
—
|
|
Commodity
|
|
6,920
|
|
|
—
|
|
|
6,920
|
|
|
—
|
|
|
1,247
|
|
|
—
|
|
|
1,247
|
|
|
—
|
|
(1)
|
Consists of registered money market funds and an equity index fund. These investments, which are trading securities, represent the net asset value of the close of business at the end of the period based on the last trade or official close of an active market or exchange.
|
(2)
|
Foreign currency and commodity derivatives are estimated using pricing models with market-based inputs, which take into account the present value of estimated future cash flows.
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||
(in thousands)
|
Fair Value
Hierarchy
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash(1)
|
Level 1
|
|
$
|
1,055,169
|
|
|
$
|
1,055,169
|
|
|
$
|
1,014,138
|
|
|
$
|
1,014,138
|
|
Cash equivalents(2)
|
Level 2
|
|
1,038,613
|
|
|
1,038,613
|
|
|
983,061
|
|
|
983,061
|
|
||||
Marketable securities(3)
|
Level 2
|
|
17,514
|
|
|
17,514
|
|
|
7,262
|
|
|
7,262
|
|
||||
Notes receivable, including noncurrent portion(4)
|
Level 3
|
|
24,179
|
|
|
24,179
|
|
|
28,117
|
|
|
28,117
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
2016 Senior Notes(5)
|
Level 2
|
|
$
|
579,357
|
|
|
$
|
490,543
|
|
|
$
|
557,185
|
|
|
$
|
562,399
|
|
2014 Senior Notes(5)
|
Level 2
|
|
495,960
|
|
|
439,540
|
|
|
495,240
|
|
|
510,145
|
|
||||
2018 Senior Notes(5)
|
Level 2
|
|
594,976
|
|
|
513,954
|
|
|
594,502
|
|
|
609,918
|
|
||||
Other borrowings, including noncurrent portion(6)
|
Level 2
|
|
49,319
|
|
|
49,319
|
|
|
43,540
|
|
|
43,540
|
|
(1)
|
Cash consists of bank deposits. Carrying amounts approximate fair value.
|
(2)
|
Cash equivalents consist of held-to-maturity time deposits with maturities of three months or less at the date of purchase. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments.
|
(3)
|
Marketable securities consist of held-to-maturity time deposits with original maturities greater than three months that will mature within one year. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value.
|
(4)
|
Notes receivable are carried at net realizable value which approximates fair value. Factors considered in determining the fair value include the credit worthiness of the borrower, current interest rates, the term of the note and any collateral pledged as security. Notes receivable are periodically assessed for impairment.
|
(5)
|
The fair value of the Senior Notes was estimated based on the quoted market prices for these issues as of the end of the period.
|
(6)
|
Other borrowings primarily represent bank loans and other financing arrangements which mature within one year. The carrying amount of borrowings under these arrangements approximates fair value because of the short-term maturity.
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
Location of Component
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost
|
Cost of revenue
|
|
$
|
4,632
|
|
|
$
|
3,917
|
|
|
$
|
13,391
|
|
|
$
|
11,846
|
|
Interest cost
|
Corp G&A
|
|
2,530
|
|
|
4,832
|
|
|
7,312
|
|
|
14,731
|
|
||||
Expected return on assets
|
Corp G&A
|
|
(6,723
|
)
|
|
(8,068
|
)
|
|
(19,419
|
)
|
|
(24,540
|
)
|
||||
Amortization of prior service credit
|
Corp G&A
|
|
(231
|
)
|
|
(220
|
)
|
|
(667
|
)
|
|
(667
|
)
|
||||
Recognized net actuarial loss
|
Corp G&A
|
|
1,484
|
|
|
2,529
|
|
|
4,286
|
|
|
7,736
|
|
||||
Net periodic pension expense
|
|
|
$
|
1,692
|
|
|
$
|
2,990
|
|
|
$
|
4,903
|
|
|
$
|
9,106
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
(in thousands)
|
|
Balance Sheet
Location
|
|
September 30,
2020 |
|
December 31,
2019 |
|
Balance Sheet
Location
|
|
September 30,
2020 |
|
December 31,
2019 |
||||||||
Foreign currency contracts
|
|
Other current assets
|
|
$
|
7,076
|
|
|
$
|
2,871
|
|
|
Other accrued liabilities
|
|
$
|
3,105
|
|
|
$
|
1,585
|
|
Commodity contracts
|
|
Other current assets
|
|
—
|
|
|
10
|
|
|
Other accrued liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency contracts
|
|
Other assets
|
|
3,219
|
|
|
3,757
|
|
|
Noncurrent liabilities
|
|
1,390
|
|
|
4,747
|
|
||||
Total
|
|
|
|
$
|
10,295
|
|
|
$
|
6,638
|
|
|
|
|
$
|
4,495
|
|
|
$
|
6,332
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Cash Flow Hedges (in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Foreign currency contracts
|
$
|
10,112
|
|
|
$
|
(8,611
|
)
|
|
$
|
6,115
|
|
|
$
|
(4,285
|
)
|
Commodity contracts
|
—
|
|
|
1,767
|
|
|
(108
|
)
|
|
1,766
|
|
||||
|
$
|
10,112
|
|
|
$
|
(6,844
|
)
|
|
$
|
6,007
|
|
|
$
|
(2,519
|
)
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Cash Flow Hedges (in thousands)
|
|
Location of Gain (Loss)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Foreign currency contracts
|
|
Cost of revenue
|
|
$
|
943
|
|
|
$
|
(288
|
)
|
|
$
|
1,482
|
|
|
$
|
(1,134
|
)
|
Commodity contracts
|
|
Cost of revenue
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
||||
Interest rate contracts
|
|
Interest expense
|
|
(419
|
)
|
|
(262
|
)
|
|
(1,258
|
)
|
|
(786
|
)
|
||||
Total
|
|
|
|
$
|
524
|
|
|
$
|
(550
|
)
|
|
$
|
124
|
|
|
$
|
(1,920
|
)
|
|
|
Three Months Ended
September 30, 2020 |
|
Three Months Ended
September 30, 2019 |
||||||||||||||||||||
(in thousands)
|
|
Before-Tax
Amount |
|
Tax
Benefit (Expense) |
|
Net-of-Tax
Amount |
|
Before-Tax
Amount |
|
Tax
Benefit (Expense) |
|
Net-of-Tax
Amount |
||||||||||||
OCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
4,201
|
|
|
$
|
—
|
|
|
$
|
4,201
|
|
|
$
|
(47,577
|
)
|
|
$
|
5,245
|
|
|
$
|
(42,332
|
)
|
Ownership share of equity method investees’ OCI
|
|
(1,287
|
)
|
|
1,253
|
|
|
(34
|
)
|
|
3,593
|
|
|
(931
|
)
|
|
2,662
|
|
||||||
Defined benefit plan adjustments
|
|
1,070
|
|
|
—
|
|
|
1,070
|
|
|
2,126
|
|
|
(136
|
)
|
|
1,990
|
|
||||||
Unrealized gain (loss) on derivative contracts
|
|
11,328
|
|
|
(1,740
|
)
|
|
9,588
|
|
|
(8,031
|
)
|
|
1,737
|
|
|
(6,294
|
)
|
||||||
Total OCI
|
|
15,312
|
|
|
(487
|
)
|
|
14,825
|
|
|
(49,889
|
)
|
|
5,915
|
|
|
(43,974
|
)
|
||||||
Less: OCI attributable to NCI
|
|
(495
|
)
|
|
—
|
|
|
(495
|
)
|
|
(1,749
|
)
|
|
—
|
|
|
(1,749
|
)
|
||||||
OCI attributable to Fluor Corporation
|
|
$
|
15,807
|
|
|
$
|
(487
|
)
|
|
$
|
15,320
|
|
|
$
|
(48,140
|
)
|
|
$
|
5,915
|
|
|
$
|
(42,225
|
)
|
|
|
Nine Months Ended
September 30, 2020 |
|
Nine Months Ended
September 30, 2019 |
||||||||||||||||||||
(in thousands)
|
|
Before-Tax
Amount |
|
Tax
Benefit (Expense) |
|
Net-of-Tax
Amount |
|
Before-Tax
Amount |
|
Tax
Benefit (Expense) |
|
Net-of-Tax
Amount |
||||||||||||
OCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
|
$
|
(75,828
|
)
|
|
$
|
—
|
|
|
$
|
(75,828
|
)
|
|
$
|
(19,956
|
)
|
|
$
|
5,284
|
|
|
$
|
(14,672
|
)
|
Ownership share of equity method investees’ OCI
|
|
(18,707
|
)
|
|
(153
|
)
|
|
(18,860
|
)
|
|
(3,302
|
)
|
|
1,177
|
|
|
(2,125
|
)
|
||||||
Defined benefit plan adjustments
|
|
3,071
|
|
|
—
|
|
|
3,071
|
|
|
6,518
|
|
|
(425
|
)
|
|
6,093
|
|
||||||
Unrealized gain (loss) on derivative contracts
|
|
6,751
|
|
|
(868
|
)
|
|
5,883
|
|
|
(1
|
)
|
|
(598
|
)
|
|
(599
|
)
|
||||||
Total OCI
|
|
(84,713
|
)
|
|
(1,021
|
)
|
|
(85,734
|
)
|
|
(16,741
|
)
|
|
5,438
|
|
|
(11,303
|
)
|
||||||
Less: OCI attributable to NCI
|
|
(2,291
|
)
|
|
—
|
|
|
(2,291
|
)
|
|
(1,543
|
)
|
|
—
|
|
|
(1,543
|
)
|
||||||
OCI attributable to Fluor Corporation
|
|
$
|
(82,422
|
)
|
|
$
|
(1,021
|
)
|
|
$
|
(83,443
|
)
|
|
$
|
(15,198
|
)
|
|
$
|
5,438
|
|
|
$
|
(9,760
|
)
|
(in thousands)
|
Foreign
Currency Translation |
|
Ownership
Share of Equity Method Investees’ OCI |
|
Defined
Benefit Plans |
|
Unrealized
Gain (Loss) on Derivative Contracts |
|
AOCI, Net
|
||||||||||
Attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of June 30, 2020
|
$
|
(321,183
|
)
|
|
$
|
(54,282
|
)
|
|
$
|
(97,196
|
)
|
|
$
|
(5,975
|
)
|
|
$
|
(478,636
|
)
|
OCI before reclassifications
|
4,696
|
|
|
(171
|
)
|
|
—
|
|
|
10,112
|
|
|
14,637
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
137
|
|
|
1,070
|
|
|
(524
|
)
|
|
683
|
|
|||||
Net OCI
|
4,696
|
|
|
(34
|
)
|
|
1,070
|
|
|
9,588
|
|
|
15,320
|
|
|||||
Balance as of September 30, 2020
|
$
|
(316,487
|
)
|
|
$
|
(54,316
|
)
|
|
$
|
(96,126
|
)
|
|
$
|
3,613
|
|
|
$
|
(463,316
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Attributable to NCI:
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of June 30, 2020
|
$
|
(6,847
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,847
|
)
|
OCI before reclassifications
|
(495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(495
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net OCI
|
(495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(495
|
)
|
|||||
Balance as of September 30, 2020
|
$
|
(7,342
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,342
|
)
|
(in thousands)
|
Foreign
Currency Translation |
|
Ownership
Share of Equity Method Investees’ OCI |
|
Defined
Benefit Plans |
|
Unrealized
Gain (Loss) on Derivative Contracts |
|
AOCI, Net
|
||||||||||
Attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2019
|
$
|
(242,950
|
)
|
|
$
|
(35,456
|
)
|
|
$
|
(99,197
|
)
|
|
$
|
(2,270
|
)
|
|
$
|
(379,873
|
)
|
OCI before reclassifications
|
(73,537
|
)
|
|
(19,270
|
)
|
|
—
|
|
|
6,007
|
|
|
(86,800
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
410
|
|
|
3,071
|
|
|
(124
|
)
|
|
3,357
|
|
|||||
Net OCI
|
(73,537
|
)
|
|
(18,860
|
)
|
|
3,071
|
|
|
5,883
|
|
|
(83,443
|
)
|
|||||
Balance as of September 30, 2020
|
$
|
(316,487
|
)
|
|
$
|
(54,316
|
)
|
|
$
|
(96,126
|
)
|
|
$
|
3,613
|
|
|
$
|
(463,316
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Attributable to NCI:
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of December 31, 2019
|
$
|
(5,051
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,051
|
)
|
OCI before reclassifications
|
(2,291
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,291
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net OCI
|
(2,291
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,291
|
)
|
|||||
Balance as of September 30, 2020
|
$
|
(7,342
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,342
|
)
|
(in thousands)
|
Foreign
Currency Translation |
|
Ownership
Share of Equity Method Investees’ OCI |
|
Defined
Benefit Plans |
|
Unrealized
Gain (Loss) on Derivative Contracts |
|
AOCI, Net
|
||||||||||
Attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of June 30, 2019
|
$
|
(282,346
|
)
|
|
$
|
(28,459
|
)
|
|
$
|
(200,546
|
)
|
|
$
|
285
|
|
|
$
|
(511,066
|
)
|
OCI before reclassifications
|
(40,583
|
)
|
|
2,518
|
|
|
—
|
|
|
(6,844
|
)
|
|
(44,909
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
144
|
|
|
1,990
|
|
|
550
|
|
|
2,684
|
|
|||||
Net OCI
|
(40,583
|
)
|
|
2,662
|
|
|
1,990
|
|
|
(6,294
|
)
|
|
(42,225
|
)
|
|||||
Balance as of September 30, 2019
|
$
|
(322,929
|
)
|
|
$
|
(25,797
|
)
|
|
$
|
(198,556
|
)
|
|
$
|
(6,009
|
)
|
|
$
|
(553,291
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Attributable to NCI:
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of June 30, 2019
|
$
|
(3,495
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,495
|
)
|
OCI before reclassifications
|
(1,749
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,749
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net OCI
|
(1,749
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,749
|
)
|
|||||
Balance as of September 30, 2019
|
$
|
(5,244
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,244
|
)
|
(in thousands)
|
Foreign
Currency Translation |
|
Ownership
Share of Equity Method Investees’ OCI |
|
Defined
Benefit Plans |
|
Unrealized
Gain (Loss) on Derivative Contracts |
|
AOCI, Net
|
||||||||||
Attributable to Fluor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2018
|
$
|
(309,800
|
)
|
|
$
|
(23,672
|
)
|
|
$
|
(204,649
|
)
|
|
$
|
(5,410
|
)
|
|
$
|
(543,531
|
)
|
OCI before reclassifications
|
(13,129
|
)
|
|
(2,552
|
)
|
|
—
|
|
|
(2,519
|
)
|
|
(18,200
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
427
|
|
|
6,093
|
|
|
1,920
|
|
|
8,440
|
|
|||||
Net OCI
|
(13,129
|
)
|
|
(2,125
|
)
|
|
6,093
|
|
|
(599
|
)
|
|
(9,760
|
)
|
|||||
Balance as of September 30, 2019
|
$
|
(322,929
|
)
|
|
$
|
(25,797
|
)
|
|
$
|
(198,556
|
)
|
|
$
|
(6,009
|
)
|
|
$
|
(553,291
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Attributable to NCI:
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2018
|
$
|
(3,701
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,701
|
)
|
OCI before reclassifications
|
(1,543
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,543
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net OCI
|
(1,543
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,543
|
)
|
|||||
Balance as of September 30, 2019
|
$
|
(5,244
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,244
|
)
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
|
Location in Statement of Operations
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Component of AOCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ownership share of equity method investees’ OCI
|
|
Cost of revenue
|
|
$
|
(183
|
)
|
|
$
|
(192
|
)
|
|
$
|
(547
|
)
|
|
$
|
(569
|
)
|
Income tax benefit
|
|
Income tax expense (benefit)
|
|
46
|
|
|
48
|
|
|
137
|
|
|
142
|
|
||||
Net of tax
|
|
|
|
$
|
(137
|
)
|
|
$
|
(144
|
)
|
|
$
|
(410
|
)
|
|
$
|
(427
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit plan adjustments
|
|
Corporate G&A
|
|
$
|
(1,070
|
)
|
|
$
|
(2,126
|
)
|
|
$
|
(3,071
|
)
|
|
$
|
(6,518
|
)
|
Income tax benefit
|
|
Income tax expense (benefit)
|
|
—
|
|
|
136
|
|
|
—
|
|
|
425
|
|
||||
Net of tax
|
|
|
|
$
|
(1,070
|
)
|
|
$
|
(1,990
|
)
|
|
$
|
(3,071
|
)
|
|
$
|
(6,093
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity and foreign currency contracts
|
|
Various accounts(1)
|
|
$
|
943
|
|
|
$
|
(496
|
)
|
|
$
|
1,346
|
|
|
$
|
(1,958
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
(419
|
)
|
|
(419
|
)
|
|
(1,258
|
)
|
|
(1,258
|
)
|
||||
Income tax benefit
|
|
Income tax expense (benefit)
|
|
—
|
|
|
365
|
|
|
36
|
|
|
1,296
|
|
||||
Net of tax
|
|
|
|
$
|
524
|
|
|
$
|
(550
|
)
|
|
$
|
124
|
|
|
$
|
(1,920
|
)
|
(1)
|
Gains and losses on commodity and foreign currency derivative contracts were reclassified to "Cost of revenue" and "Corporate G&A".
|
|
|
Three Months Ended
September 30, 2020 |
|
Three Months Ended
September 30, 2019 |
||||||||||||||||||||
(in thousands)
|
|
AMECO
|
|
Other
|
|
Total
|
|
AMECO
|
|
Other
|
|
Total
|
||||||||||||
Revenue
|
|
$
|
58,236
|
|
|
$
|
—
|
|
|
$
|
58,236
|
|
|
$
|
73,102
|
|
|
$
|
—
|
|
|
$
|
73,102
|
|
Cost of revenue
|
|
54,218
|
|
|
—
|
|
|
54,218
|
|
|
70,545
|
|
|
—
|
|
|
70,545
|
|
||||||
Corporate general and administrative expense
|
|
13
|
|
|
2,057
|
|
|
2,070
|
|
|
40
|
|
|
(27,848
|
)
|
|
(27,808
|
)
|
||||||
Interest expense (income), net
|
|
14
|
|
|
—
|
|
|
14
|
|
|
(107
|
)
|
|
—
|
|
|
(107
|
)
|
||||||
Total cost and expenses
|
|
54,245
|
|
|
2,057
|
|
|
56,302
|
|
|
70,478
|
|
|
(27,848
|
)
|
|
42,630
|
|
||||||
Earnings (loss) before taxes from Disc Ops
|
|
3,991
|
|
|
(2,057
|
)
|
|
1,934
|
|
|
2,624
|
|
|
27,848
|
|
|
30,472
|
|
||||||
Income tax expense (benefit)
|
|
1,720
|
|
|
—
|
|
|
1,720
|
|
|
581
|
|
|
6,438
|
|
|
7,019
|
|
||||||
Net earnings (loss) from Disc Ops
|
|
2,271
|
|
|
(2,057
|
)
|
|
214
|
|
|
2,043
|
|
|
21,410
|
|
|
23,453
|
|
|
|
Nine Months Ended
September 30, 2020 |
|
Nine Months Ended
September 30, 2019 |
||||||||||||||||||||
(in thousands)
|
|
AMECO
|
|
Other
|
|
Total
|
|
AMECO
|
|
Other
|
|
Total
|
||||||||||||
Revenue
|
|
$
|
169,441
|
|
|
$
|
—
|
|
|
$
|
169,441
|
|
|
$
|
197,708
|
|
|
$
|
—
|
|
|
$
|
197,708
|
|
Cost of revenue
|
|
147,000
|
|
|
—
|
|
|
147,000
|
|
|
211,913
|
|
|
—
|
|
|
211,913
|
|
||||||
Corporate general and administrative expense
|
|
64
|
|
|
11,438
|
|
|
11,502
|
|
|
189
|
|
|
(22,929
|
)
|
|
(22,740
|
)
|
||||||
Impairment of assets held for sale
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense (income), net
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||
Total cost and expenses
|
|
247,038
|
|
|
11,438
|
|
|
258,476
|
|
|
211,822
|
|
|
(22,929
|
)
|
|
188,893
|
|
||||||
Earnings (loss) before taxes from Disc Ops
|
|
(77,597
|
)
|
|
(11,438
|
)
|
|
(89,035
|
)
|
|
(14,114
|
)
|
|
22,929
|
|
|
8,815
|
|
||||||
Income tax expense (benefit)
|
|
3,662
|
|
|
—
|
|
|
3,662
|
|
|
(2,535
|
)
|
|
5,301
|
|
|
2,766
|
|
||||||
Net earnings (loss) from Disc Ops
|
|
(81,259
|
)
|
|
(11,438
|
)
|
|
(92,697
|
)
|
|
(11,579
|
)
|
|
17,628
|
|
|
6,049
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
(in thousands)
|
|
AMECO
|
Other
|
Total from Disc Ops
|
Other Assets and Liabilities from Cont Ops
|
Total
|
|
AMECO
|
Other
|
Total from Disc Ops
|
Other Assets and Liabilities from Cont Ops
|
Total
|
||||||||||||||||||||
Accounts and notes receivable, net
|
|
$
|
37,083
|
|
$
|
15,925
|
|
$
|
53,008
|
|
$
|
49
|
|
$
|
53,057
|
|
|
$
|
69,126
|
|
$
|
15,925
|
|
$
|
85,051
|
|
$
|
17,513
|
|
$
|
102,564
|
|
Contract assets
|
|
2,501
|
|
—
|
|
2,501
|
|
—
|
|
2,501
|
|
|
3,497
|
|
—
|
|
3,497
|
|
3,779
|
|
7,276
|
|
||||||||||
Other current assets
|
|
45,438
|
|
—
|
|
45,438
|
|
3,004
|
|
48,442
|
|
|
54,116
|
|
—
|
|
54,116
|
|
8,112
|
|
62,228
|
|
||||||||||
Current assets held for sale
|
|
$
|
85,022
|
|
$
|
15,925
|
|
$
|
100,947
|
|
$
|
3,053
|
|
$
|
104,000
|
|
|
$
|
126,739
|
|
$
|
15,925
|
|
$
|
142,664
|
|
$
|
29,404
|
|
$
|
172,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Property, plant and equipment, net
|
|
$
|
111,307
|
|
$
|
—
|
|
$
|
111,307
|
|
$
|
45,740
|
|
$
|
157,047
|
|
|
$
|
232,792
|
|
$
|
—
|
|
$
|
232,792
|
|
$
|
64,792
|
|
$
|
297,584
|
|
Goodwill
|
|
37
|
|
—
|
|
37
|
|
—
|
|
37
|
|
|
12,338
|
|
—
|
|
12,338
|
|
9,295
|
|
21,633
|
|
||||||||||
Investments
|
|
—
|
|
—
|
|
—
|
|
7,468
|
|
7,468
|
|
|
—
|
|
—
|
|
—
|
|
7,293
|
|
7,293
|
|
||||||||||
Other assets
|
|
8,870
|
|
—
|
|
8,870
|
|
18,603
|
|
27,473
|
|
|
5,868
|
|
—
|
|
5,868
|
|
12,654
|
|
18,522
|
|
||||||||||
Noncurrent assets held for sale(1)
|
|
$
|
120,214
|
|
$
|
—
|
|
$
|
120,214
|
|
$
|
71,811
|
|
$
|
192,025
|
|
|
$
|
250,998
|
|
$
|
—
|
|
$
|
250,998
|
|
$
|
94,034
|
|
$
|
345,032
|
|
Total assets held for sale
|
|
$
|
205,236
|
|
$
|
15,925
|
|
$
|
221,161
|
|
$
|
74,864
|
|
$
|
296,025
|
|
|
$
|
377,737
|
|
$
|
15,925
|
|
$
|
393,662
|
|
$
|
123,438
|
|
$
|
517,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Accounts payable
|
|
$
|
14,559
|
|
$
|
18
|
|
$
|
14,577
|
|
$
|
176
|
|
$
|
14,753
|
|
|
$
|
24,692
|
|
$
|
—
|
|
$
|
24,692
|
|
$
|
6,702
|
|
$
|
31,394
|
|
Contract liabilities
|
|
139
|
|
—
|
|
139
|
|
25
|
|
164
|
|
|
4,466
|
|
—
|
|
4,466
|
|
25
|
|
4,491
|
|
||||||||||
Accrued salaries, wages and benefits
|
|
5,938
|
|
—
|
|
5,938
|
|
145
|
|
6,083
|
|
|
8,913
|
|
—
|
|
8,913
|
|
919
|
|
9,832
|
|
||||||||||
Other accrued liabilities
|
|
10,322
|
|
—
|
|
10,322
|
|
229
|
|
10,551
|
|
|
9,451
|
|
—
|
|
9,451
|
|
11,562
|
|
21,013
|
|
||||||||||
Current liabilities held for sale
|
|
$
|
30,958
|
|
$
|
18
|
|
$
|
30,976
|
|
$
|
575
|
|
$
|
31,551
|
|
|
$
|
47,522
|
|
$
|
—
|
|
$
|
47,522
|
|
$
|
19,208
|
|
$
|
66,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Noncurrent liabilities held for sale(1)
|
|
$
|
6,033
|
|
$
|
—
|
|
$
|
6,033
|
|
$
|
—
|
|
$
|
6,033
|
|
|
$
|
4,272
|
|
$
|
—
|
|
$
|
4,272
|
|
$
|
11,320
|
|
$
|
15,592
|
|
Total liabilities held for sale
|
|
$
|
36,991
|
|
$
|
18
|
|
$
|
37,009
|
|
$
|
575
|
|
$
|
37,584
|
|
|
$
|
51,794
|
|
$
|
—
|
|
$
|
51,794
|
|
$
|
30,528
|
|
$
|
82,322
|
|
(1)
|
Noncurrent assets and liabilities held for sale were classified as current as we expect to complete the sale of the AMECO business within the first half of 2021.
|
•
|
The severity and duration of the COVID-19 pandemic and actions by governments, businesses and individuals in response to the pandemic;
|
•
|
The cyclical nature of many of the markets we serve, including our commodity-based business lines, and our client’s vulnerability to downturns, which may result in decreased capital investment or expenditures and reduced demand for our services;
|
•
|
Our failure to receive anticipated new contract awards and the related impact on revenue, earnings, staffing levels and cost;
|
•
|
Failure to accurately estimate the cost and schedule for our contracts, resulting in cost overruns or liabilities, including those related to project delays and those caused by the performance of our clients, subcontractors, suppliers and joint venture or teaming partners;
|
•
|
Failure to remediate material weaknesses in our internal controls over financial reporting or the failure to maintain an effective system of internal controls;
|
•
|
Failure to prepare and timely file our periodic reports, which limits our access to public markets to raise debt and equity capital and restricts our ability to issue equity securities;
|
•
|
The restatement of certain of our previously issued consolidated financial statements, which may result in unanticipated costs and may affect investor confidence and our reputation;
|
•
|
Intense competition in the global engineering, procurement and construction industry, which can place downward pressure on our contract prices and profit margins and may increase our contractual risks;
|
•
|
Failure to obtain favorable results in existing or future litigation, regulatory proceedings or dispute resolution proceedings (including claims for indemnification), or claims against project owners, subcontractors or suppliers;
|
•
|
Failure of our joint venture partners to perform their venture obligations, which could impact the success of those ventures and impose additional financial and performance obligations on us, resulting in reduced profits or losses;
|
•
|
Cybersecurity breaches of our systems and information technology;
|
•
|
Civil unrest, security issues, labor conditions and other unforeseeable events in the countries in which we do business, resulting in unanticipated losses;
|
•
|
Changes in global business, economic (including currency risk), political and social conditions;
|
•
|
Project cancellations, scope adjustments or deferrals, or foreign currency fluctuations, that could reduce the amount of our backlog and the revenue and profits that we earn;
|
•
|
Failure to maintain safe work sites;
|
•
|
Repercussions of events beyond our control, such as severe weather conditions, natural disasters, pandemics, political crises or other catastrophic events, that may significantly affect operations, result in higher cost or subject the company to liability claims by our clients;
|
•
|
Differences between our actual results and the assumptions and estimates used to prepare our financial statements;
|
•
|
Client delays or defaults in making payments;
|
•
|
Failure of our suppliers or subcontractors to provide supplies or services at the agreed-upon levels or times;
|
•
|
The availability of credit and restrictions imposed by credit facilities, both for the company and our clients, suppliers,
|
•
|
Possible limitations of bonding or letter of credit capacity;
|
•
|
Failure to successfully implement our strategic and operational initiatives;
|
•
|
The risks associated with acquisitions, dispositions or other investments, including the failure to successfully integrate acquired businesses;
|
•
|
Uncertainties, restrictions and regulations impacting our government contracts;
|
•
|
The potential impact of changes in tax laws and other tax matters including, but not limited to, those from foreign operations, the realizability of our deferred tax assets and the ongoing audits by tax authorities;
|
•
|
Possible systems and information technology interruptions;
|
•
|
The impact of anti-bribery and international trade laws and regulations;
|
•
|
Failure of our employees, agents or partners to comply with laws, which could result in harm to our reputation and reduced profits or losses;
|
•
|
The impact of new or changing legal requirements, as well as past and future environmental, health and safety regulations including climate change regulations;
|
•
|
The failure to be adequately indemnified for our nuclear services;
|
•
|
Foreign exchange risks;
|
•
|
The loss of business from one or more significant clients;
|
•
|
The failure to adequately protect intellectual property rights;
|
•
|
Impairments to goodwill, investments, deferred tax assets or other intangible assets; and
|
•
|
Restrictions on possible transactions imposed by our charter documents, Delaware law and our stockholder rights agreement.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
|
$
|
1,336.0
|
|
|
|
$
|
1,611.6
|
|
|
|
$
|
4,187.4
|
|
|
|
$
|
4,485.2
|
|
|
||||
Mining & Industrial
|
|
920.9
|
|
|
|
1,374.0
|
|
|
|
3,107.8
|
|
|
|
3,703.6
|
|
|
||||||||
Infrastructure & Power
|
|
386.5
|
|
|
|
392.5
|
|
|
|
1,247.1
|
|
|
|
965.9
|
|
|
||||||||
Government
|
|
753.7
|
|
|
|
718.2
|
|
|
|
2,173.2
|
|
|
|
2,196.2
|
|
|
||||||||
Diversified Services
|
|
370.3
|
|
|
|
521.7
|
|
|
|
1,210.3
|
|
|
|
1,525.0
|
|
|
||||||||
Other
|
|
35.8
|
|
|
|
10.6
|
|
|
|
87.0
|
|
|
|
32.7
|
|
|
||||||||
Revenue
|
|
$
|
3,803.2
|
|
|
|
$
|
4,628.6
|
|
|
|
$
|
12,012.8
|
|
|
|
$
|
12,908.6
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment profit (loss) $ and margin %
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
|
$
|
94.9
|
|
7.1
|
%
|
|
$
|
84.7
|
|
5.3
|
%
|
|
$
|
129.4
|
|
3.1
|
%
|
|
$
|
(125.1
|
)
|
(2.8
|
)%
|
Mining & Industrial
|
|
18.2
|
|
2.0
|
%
|
|
56.9
|
|
4.1
|
%
|
|
86.7
|
|
2.8
|
%
|
|
129.1
|
|
3.5
|
%
|
||||
Infrastructure & Power
|
|
6.4
|
|
1.7
|
%
|
|
0.9
|
|
0.2
|
%
|
|
15.1
|
|
1.2
|
%
|
|
(188.0
|
)
|
(19.5
|
)%
|
||||
Government
|
|
25.7
|
|
3.4
|
%
|
|
22.4
|
|
3.1
|
%
|
|
67.1
|
|
3.1
|
%
|
|
87.2
|
|
4.0
|
%
|
||||
Diversified Services
|
|
7.1
|
|
1.9
|
%
|
|
10.5
|
|
2.0
|
%
|
|
7.4
|
|
0.6
|
%
|
|
22.2
|
|
1.5
|
%
|
||||
Other
|
|
(22.9
|
)
|
(64.0
|
)%
|
|
(96.6
|
)
|
NM
|
|
(63.7
|
)
|
(73.2
|
)%
|
|
(200.2
|
)
|
NM
|
||||||
Total segment profit (loss) $ and margin % (1)
|
|
$
|
129.4
|
|
3.4
|
%
|
|
$
|
78.8
|
|
1.7
|
%
|
|
$
|
242.0
|
|
2.0
|
%
|
|
$
|
(274.8
|
)
|
(2.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate G&A
|
|
(68.1
|
)
|
|
|
(11.2
|
)
|
|
|
(93.8
|
)
|
|
|
(119.7
|
)
|
|
||||||||
Impairment, restructuring and other exit costs
|
|
—
|
|
|
|
(334.0
|
)
|
|
|
(302.7
|
)
|
|
|
(388.0
|
)
|
|
||||||||
Interest expense, net
|
|
(13.4
|
)
|
|
|
(4.9
|
)
|
|
|
(31.3
|
)
|
|
|
(14.7
|
)
|
|
||||||||
Earnings (loss) attributable to NCI from Cont Ops
|
|
4.3
|
|
|
|
12.5
|
|
|
|
20.5
|
|
|
|
(2.4
|
)
|
|
||||||||
Earnings (loss) from Cont Ops before taxes
|
|
52.2
|
|
|
|
(258.8
|
)
|
|
|
(165.3
|
)
|
|
|
(799.6
|
)
|
|
||||||||
Income tax expense (benefit)
|
|
28.8
|
|
|
|
495.3
|
|
|
|
(6.9
|
)
|
|
|
434.8
|
|
|
||||||||
Net earnings (loss) from Cont Ops
|
|
$
|
23.4
|
|
|
|
$
|
(754.1
|
)
|
|
|
$
|
(158.4
|
)
|
|
|
$
|
(1,234.4
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New awards
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
|
$
|
141.2
|
|
|
|
$
|
256.3
|
|
|
|
1,880.8
|
|
|
|
1,990.7
|
|
|
||||||
Mining & Industrial
|
|
268.2
|
|
|
|
118.8
|
|
|
|
2,598.0
|
|
|
|
1,335.5
|
|
|
||||||||
Infrastructure & Power
|
|
682.6
|
|
|
|
1,992.7
|
|
|
|
751.2
|
|
|
|
2,542.2
|
|
|
||||||||
Government
|
|
187.8
|
|
|
|
1,130.1
|
|
|
|
1,813.1
|
|
|
|
1,853.5
|
|
|
||||||||
Diversified Services
|
|
468.5
|
|
|
|
259.8
|
|
|
|
1,087.4
|
|
|
|
1,643.4
|
|
|
||||||||
Other
|
|
—
|
|
|
|
0.5
|
|
|
|
—
|
|
|
|
152.1
|
|
|
||||||||
Total new awards
|
|
$
|
1,748.3
|
|
|
|
$
|
3,758.2
|
|
|
|
$
|
8,130.5
|
|
|
|
$
|
9,517.4
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New awards related to projects located outside of the U.S.
|
|
|
|
|
|
|
|
54%
|
|
|
40%
|
|
(1)
|
Total segment profit (loss) is a non-GAAP financial measure. We believe that total segment profit (loss) provides a meaningful perspective on our results as it is the aggregation of individual segment profit (loss) measures that we use to evaluate and manage our performance.
|
Backlog
|
|
September 30,
2020 |
|
December 31,
2019 |
||||
Energy & Chemicals
|
|
$
|
11,609.2
|
|
|
$
|
14,128.9
|
|
Mining & Industrial
|
|
4,777.6
|
|
|
5,383.9
|
|
||
Infrastructure & Power
|
|
5,577.7
|
|
|
6,079.4
|
|
||
Government
|
|
3,353.4
|
|
|
3,556.1
|
|
||
Diversified Services
|
|
2,311.1
|
|
|
2,541.6
|
|
||
Other
|
|
145.2
|
|
|
244.0
|
|
||
Total backlog
|
|
$
|
27,774.2
|
|
|
$
|
31,933.9
|
|
|
|
|
|
|
||||
Backlog related to projects located outside of the U.S.
|
|
63%
|
|
67%
|
||||
Backlog related to lump-sum projects
|
|
53%
|
|
52%
|
•
|
$298 million for impairments of goodwill, intangible assets, investments and other assets;
|
•
|
$55 million for current expected credit losses associated with Energy & Chemical clients;
|
•
|
$52 million for project positions for potential COVID-19 related schedule delays and associated cost growth; and
|
•
|
$100 million for impairments of assets held for sale (included in Disc Ops), of which $12 million related to goodwill.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Corporate G&A
|
|
|
|
|
|
|
|
||||||||
Compensation
|
$
|
12.9
|
|
|
$
|
5.2
|
|
|
$
|
58.3
|
|
|
$
|
73.0
|
|
Foreign currency (gains) losses
|
30.4
|
|
|
(13.9
|
)
|
|
(14.5
|
)
|
|
4.2
|
|
||||
Legal and accounting fees associated with the 2020 internal review
|
18.7
|
|
|
—
|
|
|
32.1
|
|
|
—
|
|
||||
Other
|
6.1
|
|
|
19.9
|
|
|
17.9
|
|
|
42.5
|
|
||||
Corporate G&A
|
$
|
68.1
|
|
|
$
|
11.2
|
|
|
$
|
93.8
|
|
|
$
|
119.7
|
|
•
|
Impairment testing of investments as part of other than temporary impairment assessments when impairment indicators are present
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
OPERATING CASH FLOW
|
|
$
|
144,240
|
|
|
$
|
66,898
|
|
|
|
|
|
|
||||
INVESTING CASH FLOW
|
|
|
|
|
||||
Proceeds from sales and maturities (purchases) of marketable securities
|
|
(10,250
|
)
|
|
166,758
|
|
||
Capital expenditures
|
|
(80,786
|
)
|
|
(140,058
|
)
|
||
Proceeds from sales of property, plant and equipment
|
|
34,964
|
|
|
56,431
|
|
||
Proceeds from sales of businesses
|
|
19,885
|
|
|
—
|
|
||
Investments in partnerships and joint ventures
|
|
(25,252
|
)
|
|
(34,502
|
)
|
||
Return of capital from partnerships and joint ventures
|
|
433
|
|
|
11,733
|
|
||
Proceeds from company owned life insurance
|
|
4,574
|
|
|
12,245
|
|
||
Other
|
|
(317
|
)
|
|
2,071
|
|
||
Investing cash flow
|
|
(56,749
|
)
|
|
74,678
|
|
||
|
|
|
|
|
||||
FINANCING CASH FLOW
|
|
|
|
|
||||
Dividends paid
|
|
(28,720
|
)
|
|
(88,708
|
)
|
||
Other borrowings
|
|
13,527
|
|
|
21,206
|
|
||
Distributions paid to NCI
|
|
(19,288
|
)
|
|
(26,123
|
)
|
||
Capital contributions by NCI
|
|
82,109
|
|
|
10,581
|
|
||
Other
|
|
(1,669
|
)
|
|
(4,096
|
)
|
||
Financing cash flow
|
|
45,959
|
|
|
(87,140
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(36,867
|
)
|
|
(14,078
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
|
96,583
|
|
|
40,358
|
|
||
Cash and cash equivalents at beginning of period
|
|
1,997,199
|
|
|
1,764,746
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
2,093,782
|
|
|
$
|
1,805,104
|
|
•
|
Decreases in accounts receivables in the Infrastructure & Power, Government and Diversified Services segments, which resulted primarily from normal project execution activities.
|
•
|
Decreases in contract assets in the Energy & Chemicals and Mining & Industrial segments, which resulted primarily from normal project execution activities.
|
•
|
Decreases in accounts payable in the Energy & Chemicals, Mining & Industrial, Infrastructure & Power and Diversified Services segments, which resulted primarily from normal invoicing and payment activities for several projects.
|
•
|
A decrease in contract liabilities in the Other segment, which resulted primarily from normal project execution activities.
|
•
|
Decreases in accounts receivable which resulted primarily from normal billing and collections for several projects in the Mining & Industrial segment as well as the LOGCAP IV program in Afghanistan in the Government segment.
|
•
|
Decreases in contract assets which resulted primarily from normal project execution activities for several projects in the Energy & Chemicals, Mining & Industrial, Infrastructure & Power and Government segments.
|
•
|
Increases in contract liabilities resulting from loss provisions and forecast adjustments for several projects in the Energy & Chemicals and Other segments.
|
•
|
Decreases in accounts payable which resulted primarily from normal invoicing and payment activities for several projects in the Energy & Chemicals, Mining & Industrial, Infrastructure & Power, Government and Diversified Services segments.
|
•
|
taking personnel actions, including separations, for individuals involved on projects for which errors were identified;
|
•
|
reinforcing existing policies, including those policies that are critical to the generation of accounting information, to provide further assurance that the financial statements are subject to additional project-level controls; and
|
•
|
conducting expanded training on ethical behavior and internal certification at the project level, at the segment level and at the corporate office.
|
|
|
Three Months Ended
September 30, |
||||||
(in millions)
|
|
2020
|
|
2019
|
||||
Backlog, July 1
|
|
$
|
29,033.1
|
|
|
$
|
35,480.0
|
|
New awards
|
|
1,748.3
|
|
|
3,758.2
|
|
||
Adjustments and cancellations, net (1)
|
|
774.4
|
|
|
(425.6
|
)
|
||
Work performed
|
|
(3,781.6
|
)
|
|
(4,561.5
|
)
|
||
Backlog, September 30
|
|
$
|
27,774.2
|
|
|
$
|
34,251.1
|
|
|
|
Nine Months Ended
September 30, |
||||||
(in millions)
|
|
2020
|
|
2019
|
||||
Backlog, January 1
|
|
$
|
31,933.9
|
|
|
$
|
40,050.7
|
|
New awards
|
|
8,130.5
|
|
|
9,517.4
|
|
||
Adjustments and cancellations, net (1)
|
|
(357.4
|
)
|
|
(2,570.9
|
)
|
||
Work performed
|
|
(11,932.8
|
)
|
|
(12,746.1
|
)
|
||
Backlog, September 30
|
|
$
|
27,774.2
|
|
|
$
|
34,251.1
|
|
(1)
|
Adjustments and cancellations, net during the 2019 Period included an adjustment to remove certain contracts associated with our joint venture in Mexico that were suspended during the 2019 Period, as well as other project scope adjustments and cancellations.
|
(c)
|
The following table provides information for the quarter ended September 30, 2020 about purchases by the company of equity securities that are registered by the company pursuant to Section 12 of the Exchange Act.
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum
Number of
Shares that May
Yet Be Purchased
under the Plans or
Program (1)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
July 1, 2020 — July 31, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
10,513,093
|
|
August 1, 2020 — August 31, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,513,093
|
|
|
September 1, 2020 — September 30, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,513,093
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
The share repurchase program was originally announced on November 3, 2011 for 12,000,000 shares and has been amended to increase the size of the program by an aggregate 34,000,000 shares, most recently in February 2016 with an increase of 10,000,000 shares. We continue to repurchase shares from time to time in open market transactions or privately negotiated transactions, including through pre-arranged trading programs, at our discretion, subject to market conditions and other factors and at such time and in amounts that we deem appropriate.
|
Item 6.
|
Exhibits
|
Exhibit
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
*
|
New exhibit filed with this report.
|
**
|
Management contract or compensatory plan or arrangement.
|
|
|
|
FLUOR CORPORATION
|
|
|
|
|
|
|
|
|
Date:
|
December 10, 2020
|
By:
|
/s/ Joseph L. Brennan
|
|
|
|
Joseph L. Brennan
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date:
|
December 10, 2020
|
By:
|
/s/ John C. Regan
|
|
|
|
John C. Regan
|
|
|
|
Chief Accounting Officer
|
(a)
|
The RSUs shall be held in book entry form by the Company until (1) the restrictions set forth herein lapse in accordance with the provisions of Section 4, at which time the RSUs will be converted to Shares, or (2) the RSUs are forfeited pursuant to Section 4 hereof.
|
(b)
|
No such RSUs may be sold, transferred or otherwise alienated or hypothecated so long as such RSUs are subject to the restrictions provided for in this Agreement.
|
(c)
|
The Company may impose such other restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of the vesting of the RSUs, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other stockholders of the Company and (iii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers.
|
(a)
|
the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
|
(b)
|
the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
|
(c)
|
all decisions with respect to future grants, if any, shall be at the sole discretion of the Company;
|
(d)
|
the Grantee’s participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
|
(e)
|
the Grantee is participating voluntarily in the Plan;
|
(f)
|
RSU awards and resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
|
(g)
|
RSU awards and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;
|
(h)
|
in the event that the Grantee is not an employee of the Company, this award of RSUs shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
|
(i)
|
the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty;
|
(j)
|
in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed to have waived any entitlement to pursue such claim; and
|
(k)
|
the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.
|
(a)
|
the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
|
(b)
|
the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or Options, or benefits in lieu of Shares or Options, even if Shares or Options have been granted repeatedly in the past;
|
(c)
|
all decisions with respect to future grants, if any, shall be at the sole discretion of the Company;
|
(d)
|
the Grantee’s participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
|
(e)
|
the Grantee is participating voluntarily in the Plan;
|
(f)
|
Option grants and resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
|
(g)
|
Option grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;
|
(h)
|
in the event that the Grantee is not an employee of the Company, this grant of Options shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Options shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
|
(i)
|
the future value of the Shares is unknown, may increase or decrease from the date of grant or exercise of the Option and cannot be predicted with certainty;
|
(j)
|
in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination or diminution in value of this Option resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed to have waived any entitlement to pursue such claim; and
|
(k)
|
the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.
|
(a)
|
the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
|
(b)
|
the grant of Performance Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Awards, or benefits in lieu of Performance Awards, even if Performance Awards have been granted repeatedly in the past;
|
(c)
|
all decisions with respect to future grants, if any, shall be at the sole discretion of the Company;
|
(d)
|
the Grantee’s participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
|
(e)
|
the Grantee is participating voluntarily in the Plan;
|
(f)
|
Performance Awards and resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
|
(g)
|
Performance Awards and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;
|
(h)
|
in the event that the Grantee is not an employee of the Company, this Performance Award shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Performance Award shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
|
(i)
|
in consideration of this Performance Award, no claim or entitlement to compensation or damages shall arise from termination or diminution in value of this Performance Award resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed to have waived any entitlement to pursue such claim;
|
(j)
|
the Company may impose such other restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of the vesting of the Performance Award, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other Shareholders and (iii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers; and
|
(k)
|
the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.
|
Section 13.
|
EXECUTION OF AWARD AGREEMENT
|
1.
|
Definitions.
|
a.
|
“Peer Companies” (and each, a “Peer Company”) means the companies in the S&P 500 Index on [GRANT DATE].
|
b.
|
“Beginning Price” means, with respect to the Company and any other Peer Company, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending with the last trading day before the beginning of the Performance Period. For the purpose of determining Beginning Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock as of the applicable ex-date.
|
c.
|
“Ending Price” means, with respect to the Company and any other Peer Company, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day of the Performance Period. For the purpose of determining Ending Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock as of the applicable ex-date.
|
2.
|
Calculation of TSR.
|
a.
|
“TSR” shall be determined with respect to the Company and any other Peer Company by dividing: (a) the sum of (i) the difference obtained by subtracting the applicable Beginning Price from the applicable Ending Price plus (ii) all dividends and other distributions during the Performance Period by (b) the applicable Beginning Price. Any noncash distributions shall be valued at fair market value. For the purpose of determining TSR, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock as of the applicable ex-date.
|
b.
|
With respect to the computation of TSR, Beginning Price, and Ending Price, there shall also be an equitable and proportionate adjustment to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of any stock split, stock dividend or reverse stock split occurring during the Performance Period (or during the applicable 20-day period in determining Beginning Price or Ending Price, as the case may be).
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3.
|
Treatment of Peer Transactions during the Performance Period.
|
a.
|
In the event a Peer Company becomes bankrupt, the bankrupt company will remain in the peer group positioned at the bottom of the group.
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b.
|
In the event of a merger, acquisition or business combination transaction of a Peer Company in which the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Company.
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c.
|
In the event of a merger, acquisition or business combination transaction of a Peer Company, a “going private” transaction or similar event involving a Peer Company, in each case where the Peer Company is not the surviving entity or is no longer publicly traded, the company shall no longer be a Peer Company.
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4.
|
Comparative TSR.
|
Date:
|
December 10, 2020
|
|
By:
|
/s/ Carlos M. Hernandez
|
|
|
|
|
Carlos M. Hernandez
|
|
|
|
|
Chief Executive Officer
|
Date:
|
December 10, 2020
|
|
By:
|
/s/ Joseph L. Brennan
|
|
|
|
|
Joseph L. Brennan
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 10, 2020
|
|
By:
|
/s/ Carlos M. Hernandez
|
|
|
|
|
Carlos M. Hernandez
|
|
|
|
|
Chief Executive Officer
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 10, 2020
|
|
By:
|
/s/ Joseph L. Brennan
|
|
|
|
|
Joseph L. Brennan
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|