flr-20230930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-16129

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		33-0927079
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

469-398-7000

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of October 31, 2023, 170,375,090 shares of the registrant’s common stock, $0.01 par value, were outstanding.

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FLUOR CORPORATION

FORM 10-Q


TABLE OF CONTENTS			PAGE

	Glossary of Terms		2

Part I:	Financial Information
	Item 1:	Condensed Consolidated Financial Statements (Unaudited)
		Statement of Operations	3
		Statement of Comprehensive Income (Loss)	4
		Balance Sheet	5
		Statement of Cash Flows	6
		Statement of Changes in Equity	7
		Notes to Financial Statements	9
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3:	Quantitative and Qualitative Disclosures about Market Risk	29
	Item 4:	Controls and Procedures	30
	Changes in Consolidated Backlog (Unaudited)		31

Part II:	Other Information
	Item 1:	Legal Proceedings	32
	Item 1A:	Risk Factors	32
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 4:	Mine Safety Disclosures	33
	Item 5:	Other Information	33
	Item 6:	Exhibits	34

Signatures			35

Table of Contents

Glossary of Terms

The definitions and abbreviations set forth below apply to the indicated terms used throughout this filing.


Abbreviation/Term			Definition
2022 10-K			Annual Report on Form 10-K for the year ended December 31, 2022
2022 Period			Nine months ended September 30, 2022
2022 Quarter			Three months ended September 30, 2022
2023 Period			Nine months ended September 30, 2023
2023 Quarter			Three months ended September 30, 2023
3ME			Three months ended
9ME			Nine months ended
AMECO			American Equipment Company, Inc.
AOCI			Accumulated other comprehensive income (loss)
APIC			Additional paid-in capital
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
ATLS			Advanced technologies & life sciences
CFM			Customer-furnished materials
COVID			Coronavirus pandemic
CPS			Convertible preferred stock
CTA			Currency translation adjustment
DB plan			Defined benefit pension plan
DOE			U.S. Department of Energy
DOJ			U.S. Department of Justice
EPC			Engineering, procurement and construction
EPS			Earnings (loss) per share
Exchange Act			Securities Exchange Act of 1934
Fluor			Fluor Corporation
G&A			General and administrative expense
GAAP			Accounting principles generally accepted in the United States
ICFR			Internal control over financial reporting
IT			Information technology
LNG			Liquefied natural gas
NCI			Noncontrolling interests
NM			Not meaningful
NuScale			NuScale Power, LLC
OCI			Other comprehensive income (loss)
PP&E			Property, plant and equipment
RSU			Restricted stock units
RUPO			Remaining unsatisfied performance obligations
SEC			Securities and Exchange Commission
SGI			Stock growth incentive awards
SMR			Small modular reactor
Stork			Stork Holding B.V. and subsidiaries
TSR			Total shareholder return
VIE			Variable interest entity

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PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED


	3ME September 30,				9ME September 30,
(in millions, except per share amounts)	2023		2022		2023		2022
Revenue	$	3,963	$	3,612	$	11,654	$	10,034
Cost of revenue	(3,712)		(3,627)		(11,243)		(9,812)
Gross profit (loss)	251		(15)		411		222
G&A	(56)		(30)		(177)		(146)
Impairment	—		—		—		63
Foreign currency gain (loss)	23		34		(62)		51
Operating profit (loss)	218		(11)		172		190
Interest expense	(14)		(14)		(47)		(43)
Interest income	56		28		166		47
Earnings before taxes	260		3		291		194

Income tax expense	(79)		(27)		(172)		(89)
Net earnings (loss)	181		(24)		119		105
Less: Net earnings (loss) attributable to NCI	(25)		(46)		(42)		(31)
Net earnings attributable to Fluor	$	206	$	22	$	161	$	136
Less: Dividends on CPS	10		10		29		29
Less: Make-whole payment on conversion of CPS	27		—		27		—
Net earnings available to Fluor common stockholders	$	169	$	12	$	105	$	107

Basic EPS available to Fluor common stockholders	$	1.18	$	0.08	$	0.73	$	0.75
Diluted EPS available to Fluor common stockholders	1.15		0.08		0.72		0.74

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED


	3ME September 30,				9ME September 30,
(in millions)	2023		2022		2023		2022


Net earnings (loss)	$	181	$	(24)	$	119	$	105

OCI, net of tax:
Foreign currency translation adjustment	(25)		(32)		40		(35)
Ownership share of equity method investees’ OCI	—		14		(4)		31


Other	(1)		(5)		1		(8)
Total OCI, net of tax	(26)		(23)		37		(12)
Comprehensive income (loss)	155		(47)		156		93
Less: Comprehensive income (loss) attributable to NCI	(22)		(46)		(39)		(31)
Comprehensive income (loss) attributable to Fluor	$	177	$	(1)	$	195	$	124

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

UNAUDITED


(in millions, except share and per share amounts)	September 30, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents ($563 and $706 related to VIEs)	$	2,421	$	2,439
Marketable securities ($10 and $130 related to VIEs)	64		185
Accounts receivable, net ($170 and $196 related to VIEs)	1,174		1,109
Contract assets ($165 and $186 related to VIEs)	1,063		915
Other current assets ($32 and $30 related to VIEs)	338		396

Total current assets	5,060		5,044
Noncurrent assets
Marketable securities, noncurrent	114		—
Property, plant and equipment, net ($40 and $45 related to VIEs)	443		447
Investments	751		584
Deferred taxes	50		34
Deferred compensation trusts	225		234
Goodwill	206		206
Other assets ($112 and $54 related to VIEs)	314		278

Total noncurrent assets	2,103		1,783
Total assets	$	7,163	$	6,827
LIABILITIES AND EQUITY
Current liabilities
Accounts payable ($275 and $253 related to VIEs)	$	1,197	$	1,017
Short-term debt and current portion of long-term debt	18		152
Contract liabilities ($318 and $352 related to VIEs)	661		742
Accrued salaries, wages and benefits ($21 and $24 related to VIEs)	611		626
Other accrued liabilities ($52 and $46 related to VIEs)	653		679

Total current liabilities	3,140		3,216
Long-term debt	1,425		978
Deferred taxes	73		73
Other noncurrent liabilities ($34 and $54 related to VIEs)	503		564

Commitments and contingencies

Equity
Shareholders’ equity
Preferred stock — authorized 20,000,000 shares ($0.01 par value); issued and outstanding — 600,000 shares in 2022	—		—
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 170,373,444 and 142,322,247 shares in 2023 and 2022, respectively	2		1
APIC	1,212		1,254
AOCI	(331)		(365)
Retained earnings	1,000		896
Total shareholders’ equity	1,883		1,786
NCI	139		210
Total equity	2,022		1,996
Total liabilities and equity	$	7,163	$	6,827

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED


	9ME September 30,
(in millions)	2023		2022
OPERATING CASH FLOW
Net earnings	$	119	$	105
Adjustments to reconcile net earnings to operating cash flow:
Impairment	—		(63)
Depreciation and amortization	57		55
(Earnings) loss from equity method investments, net of distributions	(14)		(14)
(Gain) loss on sales of assets (including AMECO-South America in 2023)	58		(15)
Stock-based compensation	37		19
Deferred taxes	(14)		(10)
Changes in assets and liabilities	(334)		(88)
Other	(5)		(4)
Operating cash flow	(96)		(15)

INVESTING CASH FLOW
Purchases of marketable securities	(250)		(313)
Proceeds from sales and maturities of marketable securities	260		286
Capital expenditures	(71)		(38)
Proceeds from sales of assets (including AMECO-South America in 2023)	23		29
Investments in partnerships and joint ventures	(13)		(47)
Other	5		19
Investing cash flow	(46)		(64)

FINANCING CASH FLOW
Proceeds from issuance of 2029 Notes, net of issuance costs	560		—
Capped call transactions related to 2029 Notes	(73)		—
Purchases and retirement of debt	(249)		(23)
Proceeds from NuScale de-SPAC transaction	—		341
Proceeds from sale of NuScale interest	—		107
Dividends paid on CPS	(29)		(29)
Make-whole payment on conversion of CPS	(27)		—

Distributions paid to NCI	(41)		(15)
Capital contributions by NCI	5		—

Other	(15)		(3)
Financing cash flow	131		378

Effect of exchange rate changes on cash	(7)		(72)
Increase (decrease) in cash and cash equivalents	(18)		227
Cash and cash equivalents at beginning of period	2,439		2,209
Cash and cash equivalents at end of period	$	2,421	$	2,436

SUPPLEMENTAL INFORMATION:
Cash paid for interest	$	46	$	43
Cash paid for income taxes (net of refunds)	129		71

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

UNAUDITED


(in millions, except per share amounts)	Preferred Stock			Common Stock			APIC		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF JUNE 30, 2023	1	$	—	143	$	1	$	1,267	$	(302)	$	831	$	1,797	$	173	$	1,970
Net earnings (loss)	—	—		—	—		—		—		206		206		(25)		181

OCI	—	—		—	—		—		(29)		—		(29)		3		(26)
Dividends on CPS ($16.25 per share)	—	—		—	—		—		—		(10)		(10)		—		(10)
Conversion of CPS to common stock (including make-whole payment)	(1)	—		27	1		—		—		(27)		(26)		—		(26)
Capped call transactions related to 2029 Notes	—	—		—	—		(73)		—		—		(73)		—		(73)
Distributions to NCI, net of contributions	—	—		—	—		4		—		—		4		(12)		(8)


Stock-based plan activity	—	—		—	—		14		—		—		14		—		14
BALANCE AS OF SEPTEMBER 30, 2023	—	—		170	$	2	$	1,212	$	(331)	$	1,000	$	1,883	$	139	$	2,022


(in millions, except per share amounts)	Preferred Stock			Common Stock			APIC		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2022	1	$	—	142	$	1	$	1,254	$	(365)	$	896	$	1,786	$	210	$	1,996
Net earnings (loss)	—	—		—	—		—		—		161		161		(42)		119

OCI	—	—		—	—		—		34		—		34		3		37
Dividends on CPS ($48.75 per share)	—	—		—	—		—		—		(30)		(30)		—		(30)
Conversion of CPS to common stock (including make-whole payment)	(1)	—		27	1		—		—		(27)		(26)		—		(26)
Capped call transactions related to 2029 Notes	—	—		—	—		(73)		—		—		(73)		—		(73)
Distributions to NCI, net of contributions	—	—		—	—		—		—		—		—		(36)		(36)

Other NCI transactions	—	—		—	—		8		—		—		8		4		12
Stock-based plan activity	—	—		1	—		23		—		—		23		—		23
BALANCE AS OF SEPTEMBER 30, 2023	—	—		170	$	2	$	1,212	$	(331)	$	1,000	$	1,883	$	139	$	2,022

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

UNAUDITED


(in millions, except per share amounts)	Preferred Stock			Common Stock			APIC		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF JUNE 30, 2022	1	$	—	142	$	1	$	983	$	(355)	$	885	$	1,514	$	180	$	1,694
Net earnings (loss)	—	—		—	—		—		—		22		22		(46)		(24)
OCI	—	—		—	—		—		(23)		—		(23)		—		(23)
Dividends on CPS ($16.25 per share)	—	—		—	—		—		—		(9)		(9)		—		(9)
Distributions to NCI, net of capital contributions	—	—		—	—		—		—		—		—		(3)		(3)

NuScale reverse recapitalization	—	—		—	—		147		—		—		147		145		292
Other NCI transactions	—	—		—	—		—		—		—		—		(3)		(3)
Stock-based plan activity	—	—		—	—		(1)		—		—		(1)		—		(1)
BALANCE AS OF SEPTEMBER 30, 2022	1	$	—	142	$	1	$	1,129	$	(378)	$	898	$	1,650	$	273	$	1,923


(in millions, except per share amounts)	Preferred Stock			Common Stock			APIC		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2021	1	$	—	141	$	1	$	967	$	(366)	$	791	$	1,393	$	174	$	1,567
Net earnings (loss)	—	—		—	—		—		—		136		136		(31)		105
OCI	—	—		—	—		—		(12)		—		(12)		—		(12)
Dividends on CPS ($48.75 per share)	—	—		—	—		—		—		(29)		(29)		—		(29)
Distributions to NCI, net of capital contributions	—	—		—	—		—		—		—		—		(15)		(15)

NuScale reverse recapitalization	—	—		—	—		147		—		—		147		145		292
Other NCI transactions	—	—		—	—		1		—		—		1		—		1
Stock-based plan activity	—	—		1	—		14		—		—		14		—		14
BALANCE AS OF SEPTEMBER 30, 2022	1	$	—	142	$	1	$	1,129	$	(378)	$	898	$	1,650	$	273	$	1,923

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

1. Principles of Consolidation

These financial statements do not include footnotes and certain financial information presented annually under GAAP, and therefore, should be read in conjunction with our 2022 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.

The financial statements included herein are unaudited. We believe they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to September 30, 2023 through the filing date of this Q3 2023 10-Q.

Quarters are typically 13 weeks in length but, due to our December 31 year-end, the number of weeks in a reporting period may vary slightly during the year and for comparable prior year periods. We report our quarterly results of operations based on periods ending on the Sunday nearest March 31, June 30 and September 30, allowing for 13-week interim reporting periods. For clarity of presentation, all periods are labeled as if the periods ended on March 31, June 30 and September 30.

2. Recent Accounting Pronouncements

We did not implement any new accounting pronouncements during the 2023 Period. However, we are evaluating the impact of the future disclosures that may arise under recent SEC and other promulgators' recently finalized rules and outstanding proposals, some of which will require new disclosures beginning with our next 10-K filing.

In the 2023 Period, the SEC approved listing standards proposed by the New York Stock Exchange that require listed companies to recover or “clawback” incentive-based compensation erroneously received by current and former executive officers in the event of a restatement to previously issued financial information. We are required to amend our clawback policy by December 2023, but do not expect the adoption will have any impact on our financial statements.

In the 2023 Quarter, the Financial Accounting Standards Board issued ASU 2023-05, which requires certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. The guidance does not apply to joint ventures that may be proportionately consolidated and those

that are collaborative arrangements. ASU 2023-05 is effective for joint venture with a formation date on or after January 1, 2025. We do not expect this ASU will have a material impact on our financial statements.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

3. Earnings Per Share

Potentially dilutive securities include CPS, convertible debt, stock options, RSUs and performance-based award units. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the if-converted and treasury stock methods. In computing diluted EPS, only securities that are actually dilutive are included.


	3ME September 30,				9ME September 30,
(in millions, except per share amounts)	2023		2022		2023		2022
Net earnings attributable to Fluor	$	206	$	22	$	161	$	136
Less: Dividends on CPS	10		10		29		29
Less: Make-whole payment on conversion of CPS	27		—		27		—
Net earnings available to Fluor common stockholders	169		12		105		107

Weighted average common shares outstanding	144		142		143		142
Diluted effect:
CPS	—		—		—		—
Stock options, RSUs and performance-based award units	3		3		3		2
Convertible debt (1)	—		—		—		—
Weighted average diluted shares outstanding	147		145		146		144

Basic EPS available to Fluor common stockholders	$	1.18	$	0.08	$	0.73	$	0.75
Diluted EPS available to Fluor common stockholders	$	1.15	$	0.08	$	0.72	$	0.74

Anti-dilutive securities not included in shares outstanding:
CPS	26		27		27		27
Stock options, RSUs and performance-based award units	2		3		2		3
Stock delivered under capped call options (2)	—		—		—		—

(1) Holders of our 2029 Notes may convert their notes at a conversion price of $45.37 per share when the stock price exceeds $58.98 for 20 of the last 30 days preceding quarter end. Upon conversion, we will repay the principal amount of the notes in cash and may elect to convey the conversion premium in cash, shares of our common stock or a combination of both. The conversion feature of our 2029 Notes will have a dilutive impact on EPS when the average market price of our common stock exceeds the conversion price of $45.37 per share for the quarter. During the 2023 Quarter, the weighted average price per share of our common stock was less than the minimum conversion price.

(2) Diluted shares outstanding does not include the impact of the capped call options we entered into concurrently with the issuance of the 2029 Notes, as the effect is always anti-dilutive. If shares are delivered to us under the capped calls, those shares will offset the dilutive effect of the shares that we would issue upon conversion of the 2029 Notes.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

4. Operating Information by Segment and Geographic Area

We have decided to retain Stork's North American operations, which largely consists of our operations and maintenance business owned by Fluor prior to our acquisition of Stork. Beginning in 2023, this business line, which was previously a part of the "Other" segment, was renamed Plant & Facility Services, and is included in our Urban Solutions segment for all periods presented.


	3ME September 30,				9ME September 30,
(in millions)	2023		2022		2023		2022
Revenue
Energy Solutions	$	1,553	$	1,592	$	4,886	$	4,097
Urban Solutions	1,431		1,084		3,842		3,279
Mission Solutions	655		639		2,009		1,779
Other	324		297		917		879
Total revenue	$	3,963	$	3,612	$	11,654	$	10,034

Segment profit (loss)
Energy Solutions	$	177	$	59	$	355	$	177
Urban Solutions	66		(50)		121		(21)
Mission Solutions	38		29		84		115
Other	(5)		(7)		(108)		(18)
Total segment profit	$	276	$	31	$	452	$	253

G&A	(56)		(30)		(177)		(146)
Impairment	—		—		—		63
Foreign currency gain (loss)	23		34		(62)		51
Interest income (expense), net	42		14		120		4
Earnings (loss) attributable to NCI	(25)		(46)		(42)		(31)
Earnings before taxes	$	260	$	3	$	291	$	194

Intercompany revenue for our professional staffing business, excluded from revenue above	$	77	$	64	$	221	$	185

Energy Solutions. Segment profit for the 2023 Quarter and 2023 Period significantly improved. Both periods benefitted from the initial recognition of cost recovery entitlements on several fixed price projects. Segment profit for the 2023 Quarter also included a gain of $24 million on embedded foreign currency derivatives compared to a loss of $5 million in the 2022 Quarter. Segment profit for the 2023 Period included the ramp up of execution activities on our refinery projects in Mexico as well as the effects of favorable foreign currency remeasurement. Despite the overall increase in segment profit, the 2023 Period included charges of $58 million (or $0.34 per share) for cost growth on a large upstream legacy project.

Urban Solutions. Segment profit for the 2023 Quarter and 2023 Period significantly improved. Segment profit in the 2023 Quarter includes an incentive fee award on a large mining project that is nearing completion as well as a favorable arbitration outcome on a separate mining project whereas segment profit in the 2022 Quarter included charges related to cost growth and schedule delays on three legacy infrastructure projects. Segment profit in the 2023 Period included a $59 million (or $0.34 per share) charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project. Segment profit for the 2022 Period included an $86 million (or $0.50 per share) charge for additional rework and schedule delays on a highway project, a $54 million (or $0.23 per share) charge for cost growth and delay mitigation costs on an international bridge project and a $35 million (or $$0.20 per share) charge for subcontractor cost escalation and productivity estimates on the LAX Automated People Mover project.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

Mission Solutions. Segment profit improved in the 2023 Quarter driven by execution for FEMA hurricane support. Additionally, the 2022 Quarter included an incremental charge for cost growth on a weapons facility project. Segment profit in the 2023 Period included a $30 million (or $0.17 per share) charge for cost growth resulting from additional schedule delays on the weapons facility project. We are conducting our due diligence to recover cost growth that has resulted from directed and constructive changes from the client on the project.

Other. Segment profit (loss) for NuScale, Stork and AMECO follows:


	3ME September 30,				9ME September 30,
(in millions)	2023		2022		2023		2022
NuScale(1)	$	(19)	$	(15)	$	(71)	$	(44)
Stork	14		4		25		16
AMECO	—		4		(62)		10
Segment profit (loss)	$	(5)	$	(7)	$	(108)	$	(18)

(1) As of September 30, 2023, we had an approximate 55% ownership in NuScale.

In March 2023, we sold our AMECO South America business, which included operations in Chile and Peru. This transaction marked the completion of the AMECO divestiture for total proceeds of $144 million, including $17 million during the 2023 Period. Previous AMECO divestitures included assets in Africa, the Caribbean, Mexico and North America. Upon the sale of AMECO South America in the 2023 Period, we recognized a $60 million negative earnings impact, including $35 million associated with foreign currency translation.

Total assets by segment are as follows:


(in millions)	September 30, 2023		December 31, 2022
Energy Solutions	$	1,259	$	967
Urban Solutions	1,191		1,170
Mission Solutions	537		485
Other	593		583
Corporate	3,583		3,622
Total assets	$	7,163	$	6,827

Revenue by project location follows:


	3ME September 30,				9ME September 30,
(in millions)	2023		2022		2023		2022
North America	$	2,609	$	2,317	$	8,022	$	6,326
Asia Pacific (includes Australia)	442		351		1,203		803
Europe	640		559		1,682		1,704
Central and South America	201		327		599		1,034
Middle East and Africa	71		58		148		167
Total revenue	$	3,963	$	3,612	$	11,654	$	10,034

5. Impairment

We did not recognize any material impairment expense during the 2023 Period. During the 2022 Period, we reversed $63 million in impairment originally recognized in 2021 when our Stork and AMECO businesses were classified as held for sale, due primarily to remeasurement under held and used impairment criteria, for which CTA balances are excluded from carrying value.

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6. Income Taxes

The effective tax rate on earnings was 30.4% for the 2023 Quarter and 59.1% for the 2023 Period compared to 939.2% for the 2022 Quarter and 46.0% for the 2022 Period. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:


	3ME September 30				9ME September 30
(In millions)	2023		2022		2023		2022
U.S statutory federal income tax expense	$	55	$	1	$	61	$	41
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax effects	3		1		1		3
Valuation allowance, net	18		15		94		50
Foreign tax impacts	(2)		—		14		(11)
Noncontrolling interest	5		10		9		6
Sale of AMECO South America	—		—		(10)		—

Other adjustments	—		—		3		—
Total income tax expense	$	79	$	27	$	172	$	89

7. Partnerships and Joint Ventures

Many of our partnership and joint venture agreements provide for capital calls to fund operations, as necessary. Investments in a loss position of $342 million and $312 million were included in other accrued liabilities as of September 30, 2023 and December 31, 2022, respectively, and consisted primarily of provision for anticipated losses on two legacy infrastructure projects. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts receivable, net” was $173 million and $185 million as of September 30, 2023 and December 31, 2022, respectively.

Variable Interest Entities

The aggregate carrying value of unconsolidated VIEs (classified under both "Investments” and “Other accrued liabilities”) was a net asset of $14 million and $46 million as of September 30, 2023 and December 31, 2022, respectively. Some of our VIEs have debt; however, such debt is typically non-recourse in nature. Our maximum exposure to loss as a result of our investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding necessary to satisfy the contractual obligations of the VIE. Future funding commitments as of September 30, 2023 for the unconsolidated VIEs were $57 million.

We are required to consolidate certain VIEs. Assets and liabilities associated with the operations of our consolidated VIEs are presented on the balance sheet. The assets of a VIE are restricted for use only for the particular VIE and are not available for our general operations. We have agreements with certain VIEs to provide financial or performance assurances to clients, as discussed elsewhere.

8. Guarantees

The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $16 billion as of September 30, 2023. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed. For lump-sum contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts

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payable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims. The performance guarantee obligation was not material as of September 30, 2023 and December 31, 2022.

9. Commitments and Contingencies

We and certain of our subsidiaries are subject to litigation, claims and other commitments and contingencies, including matters arising in the ordinary course of business, of which the asserted value may be significant. We record accruals in the financial statements for contingencies when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While there is at least a reasonable possibility that a loss may be incurred in any of the matters identified below, including a loss in excess of amounts accrued, management is unable to estimate the possible loss or range of loss or has determined such amounts to be immaterial. At present, except as set forth below, we do not expect that the ultimate resolution of any open matters will have a material adverse effect on our financial position or results of operations. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable outcomes could involve substantial monetary damages, fines, penalties and other expenditures. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position. We might also enter into an agreement to settle one or more such matters if we determine such settlement is in the best interests of our stakeholders, and any such settlement could include substantial payments.

The following disclosures for commitments and contingencies have been updated since the matter was presented in the 2022 10-K.

Fluor Australia Ltd., our wholly-owned subsidiary (“Fluor Australia”), completed a cost reimbursable engineering, procurement and construction management services project for Santos Ltd. (“Santos”) involving a large network of natural gas gathering and processing facilities in Queensland, Australia. On December 13, 2016, Santos filed an action in Queensland Supreme Court (the “Court”) against Fluor Australia, asserting various causes of action and seeking damages and/or a refund of contract proceeds paid of AUD $1.47 billion. Santos has joined Fluor to the matter on the basis of a parent company guarantee issued for the project. In March 2023, a panel of three referees appointed by the Court (the "Panel”) issued a draft, non-binding report setting forth recommendations to the Court regarding liability and damages in the lawsuit. After consideration of further submissions by the parties, the Panel finalized its report on July 14, 2023. The Panel’s report has no legal effect unless it is adopted by the Court through an adoption hearing, and the Court can accept or reject, in whole or in part, the Panel’s recommendations. In the final report, the Panel recommended judgment for Fluor on one of Santos’s damages claims that Santos contends has an approximate value of AUD $700 million, and recommended judgment for Santos on other claims that the Panel valued at AUD $790 million. While the project contract contains a liability cap of approximately AUD $236 million, the Panel found that the liability cap did not apply to Santos’s claims. Fluor has made an application to have the Court set aside the reference to the Panel and the Panel’s recommendations on several procedural and substantive grounds, including in relation to apparent bias of the referees, a failure to comply with the order which established the reference to the Panel and a lack of procedural fairness. In July 2023, the Court held oral argument on that application. We do not expect a decision until after the Court holds an adoption hearing, which is scheduled for February 2024. At any adoption hearing, Fluor will contend that the Court should not adopt the Panel’s recommendation based on numerous grounds, including the Panel’s failure to apply the project’s liability cap.

Fluor Limited, our wholly-owned subsidiary (“Fluor Limited”), and Fluor Arabia Limited, a partially-owned subsidiary (“Fluor Arabia”), completed cost reimbursable engineering, procurement and construction management services for Sadara Chemical Company (“Sadara”) involving a large petrochemical facility in Jubail, Kingdom of Saudi Arabia. On August 23, 2019, Fluor Limited and Fluor Arabia Limited commenced arbitration proceedings against Sadara after it refused to pay invoices totaling approximately $100 million due under the contracts. As part of the arbitration proceedings, Sadara asserted various counterclaims for damages and/or a refund of contract proceeds paid totaling $574 million against Fluor Limited and Fluor Arabia Limited. In August 2023, the arbitration panel issued an award on the majority of our invoice claims and on a small portion of Sadara's claims. Based on our current assessment of the award, we recorded a charge of $14 million in the 2023 Quarter to reflect the expected net settlement with Sadara for all non-interest claims. Additionally, after October 2023, we expect to collect and recognize as income $3 million associated with interest arising from the arbitration award. Both Fluor and Sadara have requested clarifications regarding the arbitration award, which also may result in adjustments in future quarters.

Since September 2018, eleven separate purported shareholders' derivative actions were filed against current and former members of the Board of Directors, as well as certain of Fluor’s current and former executives. Fluor was named as a nominal defendant in the actions. These derivative actions purported to assert claims on behalf of Fluor and made substantially the same factual allegations as the securities class action matter which was resolved in 2022, as previously disclosed in our 2022 10-K, and sought various forms of monetary and injunctive relief. These actions were pending in Texas state court (District

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Court for Dallas County), the U.S. District Court for the District of Delaware, the U.S. District Court for the Northern District of Texas, and the Court of Chancery of the State of Delaware. In April 2023, the parties reached an agreement for a global settlement of these matters. The settlement received final court approval in September 2023. All matters have now been dismissed.

In February 2020, we announced that the SEC was conducting an investigation and requested documents and information related to projects for which we recorded charges in the second quarter of 2019. In April 2020 and January 2022, Fluor received subpoenas from the U.S. DOJ seeking documents and information related to the second quarter 2019 charges; certain of the projects associated with those charges; and certain project accounting, financial reporting and governance matters. In May 2023, the DOJ advised that it had closed its investigation and does not intend to bring charges. In September 2023, we entered into a settlement agreement with the SEC resolving the investigation and agreed to pay a civil penalty of $15 million. We had previously established reserves sufficient to fund the settlement. Therefore, the settlement did not have a material impact on our results during the 2023 Quarter.

Various wholly-owned subsidiaries of Fluor, in conjunction with a partner, TECHINT, (“Fluor/TECHINT”) performed engineering, procurement and construction management services on a cost reimbursable basis for Barrick Gold Corporation involving a gold mine and ore processing facility on a site straddling the border between Argentina and Chile. In 2013 Barrick terminated the Fluor/TECHINT agreements for convenience and not due to the performance of Fluor/TECHINT. On August 12, 2016, Barrick filed a notice of arbitration against Fluor/TECHINT, demanding damages and/or a refund of contract proceeds paid of not less than $250 million under various claims relating to Fluor/TECHINT’s alleged performance. Proceedings were suspended while the parties explored a possible settlement. In August 2019, Barrick drew down $36 million of letters of credit from Fluor/TECHINT ($24 million from Fluor and $12 million from TECHINT). Thereafter, Barrick proceeded to reactivate the arbitration. Barrick and Fluor/TECHINT exchanged detailed statements of claim and counterclaim pursuant to which Barrick's claim against Fluor/TECHINT totaled $364 million net of amounts acknowledged to be due to Fluor/TECHINT. In September 2023, the arbitration panel issued an award generally in favor of Fluor/TECHINT. In October 2023, Fluor/TECHINT and Barrick entered into an agreement to effect the arbitration award and release all claims among the parties. We recognized a gain of $12 million in the 2023 Quarter associated with the non-interest component and expect to recognize an additional $11 million on the interest component in the fourth quarter of 2023.

Fluor Enterprises Inc., our wholly-owned subsidiary, (“Fluor”) in conjunction with a partner, Balfour Beatty Infrastructure, Inc., (“Balfour”) formed a joint venture known as Prairie Link Constructors JV (“PLC”) and, through it, contracted with the North Texas Tollway Authority (“NTTA”) to provide design and build services in relation to the extension of the NTTA’s President George Bush Turnpike highway (“Project”). PLC completed the Project in 2012. In October 2022, the NTTA served PLC, Fluor and Balfour with a petition, filed at Dallas County Court, demanding damages of an unquantified amount under various claims relating to alleged breaches of contract and or negligence in relation to retaining walls along the Project. In its initial disclosures as part of the litigation, the NTTA stated that its damages are expected to exceed $100 million and that damages will be calculated by experts and provided in the normal course of the litigation. In September 2023, the NTTA provided an expert report that included calculations of damages, consisting of costs to repair sixty-five retaining walls, estimated at $227 million. We have answered the petition and asserted claims for, among other things, indemnity from subcontractors.

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10. Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:


(in millions)	September 30, 2023		December 31, 2022
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts	$	908	$	738
Contract work in progress - lump-sum contracts	155		177


Contract assets	$	1,063	$	915

Advance billings deducted from contract assets	$	211	$	220

	9ME September 30,
(in millions)	2023		2022
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	$	566	$	812

We periodically evaluate our project forecasts and the amounts recognized with respect to our claims and unapproved change orders. We include estimated amounts for claims and unapproved change orders in project revenue to the extent it is probable we will realize those amounts. As of September 30, 2023 and December 31, 2022, we had recorded $648 million and $498 million, respectively, of revenue associated with claims and unapproved change orders for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had up to $20 million of back charges that may be disputed as of September 30, 2023, but none as of December 31, 2022.

11. Remaining Unsatisfied Performance Obligations

We estimate that our RUPO will be satisfied over the following periods:


(in millions)	September 30, 2023
Within 1 year	$	12,599
1 to 2 years	7,500
Thereafter	3,978
Total RUPO	$	24,077

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12. Debt and Letters of Credit

Debt consisted of the following:


(in millions)	September 30, 2023		December 31, 2022
Borrowings under credit facility	$	—	$	—

Current:
2023 Notes	$	—	$	138
Other borrowings	18		14
Total current	$	18	$	152
Long-term:
Senior Notes
2024 Notes	266		381
Unamortized discount and deferred financing costs	—		(1)
2028 Notes	600		600
Unamortized discount and deferred financing costs	(3)		(4)
2029 Notes	575		—
Unamortized deferred financing costs	(15)		—
Other long-term borrowings	2		2
Total long-term	$	1,425	$	978

Credit Facility

As of September 30, 2023, letters of credit totaling $422 million were outstanding under our $1.8 billion credit facility, which matures in February 2026 and was amended in August 2023 to permit the issuance of the 2029 Notes. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.5 billion, all as defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. The credit facility also contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of September 30, 2023, we had not made any borrowings under our credit facility and maintained a borrowing capacity of $797 million.

Uncommitted Lines of Credit

As of September 30, 2023, letters of credit totaling $920 million were outstanding under uncommitted lines of credit.

Issuance of 2029 Notes

In August 2023, we issued $575 million of 1.125% Convertible Senior Notes (the “2029 Notes”) due August 15, 2029 and received net proceeds of $560 million. Interest on the 2029 Notes is payable semi-annually on February 15 and August 15, beginning on February 15, 2024. The conversion rate for the 2029 Notes is 22.0420 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $45.37 per share. Holders may convert their 2029 Notes any time before May 2029 under the following conditions:

•if the last reported price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $58.98 on each applicable trading day;

•during the five-business day period after any five-consecutive trading day period in which the trading price of the 2029 Notes was less than 98% of the product of the last reported stock price and the conversion rate;

•if we call any or all of the 2029 Notes for redemption; or

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•upon the occurrence of specified events as described in the applicable indenture.

In addition, holders may convert their 2029 Notes any time beginning on May 15, 2029 and prior to maturity without regard to the foregoing circumstances. Upon any conversion, we will repay the principal amount of the notes in cash and may elect to convey the conversion premium in any combination of cash and shares of our common stock. Certain events could cause the conversion rate to increase, including a make-whole fundamental change or redemption, but in no event will the conversion rate for a single note exceed 29.2056 shares of our common stock, other than for customary adjustments described in the applicable indenture.

After August 2026, we may elect to redeem up to all of the outstanding 2029 Notes if our common stock has a prevailing per share closing price in excess of $58.98. In such election, all principal would be settled in cash and could result in a make-whole premium if the holders also elect to convert. We may elect to pay any make-whole premium in any combination of cash and shares of our common stock.

Capped Call Transactions

In connection with the 2029 Notes offering, we entered into capped call transactions with certain banks. The strike price of the capped call options corresponds to the conversion price of the 2029 Notes of $45.37 per share. The capped call options are expected to offset potential dilution to our common stock upon conversion of any 2029 Notes and/or offset any cash payments we are required to make for any conversion premium if our stock price is greater than $45.37. The upper limit of the capped calls is $68.48 per share. If our stock price exceeds $68.48, there would be unmitigated dilution and/or no offset of any cash payments attributable to the amount by which our stock exceeds the cap price. We will not be required to make any cash payments to option counterparties upon the exercise of capped call options, but we will be entitled to receive from them shares of our common stock or an amount of cash based on the amount by which the market price of our common stock exceeds the strike price of the capped calls. The capped call transactions are not part of the terms of the 2029 Notes and are accounted for as separate transactions. As the capped call options are indexed to our own stock, they are recorded in shareholders’ equity and are not accounted for as derivatives. The cost of the capped call transactions was $73 million which was recorded as a reduction to APIC, and will not be subject to periodic remeasurement.

Redemption of 2024 and 2023 Notes

In August 2023, we completed a tender offer in which we repurchased $115 million of outstanding 2024 Notes, excluding accrued interest, for consideration of $975.03 per $1,000 principal amount of the notes. The earnings effect of the tender offer was immaterial.

In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

13. Convertible Preferred Stock

In September 2023, we exercised our mandatory conversion rights on our CPS in which all of the outstanding shares of CPS converted to 44.9585 shares of our common stock, plus a cash payment of $45.23 per CPS for a make-whole premium. The total make-whole premium amounted to $27 million.

Third quarter CPS dividends of $10 million were paid in August 2023. Upon conversion, all dividends on the CPS have ceased. We have no obligation for accumulated but unpaid dividends since the last record date.

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14. Fair Value Measurements

The following table delineates assets and liabilities that are measured at fair value on a recurring basis:


	September 30, 2023								December 31, 2022
	Fair Value Hierarchy								Fair Value Hierarchy
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Marketable securities, noncurrent(1)	$	114	$	—	$	114	$	—	$	—	$	—	$	—	$	—
Deferred compensation trusts(2)	13		13		—		—		10		10		—		—
Derivative assets(3)
Foreign currency	6		—		6		—		9		—		9		—
Commodity	2		—		2		—		4		—		4		—

Liabilities:
SMR warrants (4)	$	23	$	12	$	11	$	—	$	38