FLUOR CORP
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-01.
0001124198-25-000027
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001124198-25-000073
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 105 current paragraphs.
54 unchanged; 32 reworded; 17 added; 4 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
•The impact of government shutdowns and spending cuts, in particular with respect to our contracts with the U.S. government;
Current report
The ultimate effect of emerging trade policies, cost escalation, and broader economic and geopolitical dynamics across our markets remains uncertain. Clients prioritizing accelerated schedules have largely maintained capital investment plans, while others facing cost pressures or low commodity prices, such as chemicals, have postponed commitments pending improved visibility. We continue to advance engineering and design work in anticipation of future investment decisions. While these delays could temper earnings growth in 2026 relative to prior assumptions, we remain focused on mitigating cost impacts on behalf of our clients and positioning for long-term opportunities. We will continue to monitor policy developments and collaborate with clients to manage risks, though the ultimate outcome of these factors cannot be determined at this time.
Current report
Revenue in the 2025 Quarter was significantly impacted by a court ruling on the long completed Santos project in Australia. We have appealed the Court decision and we are also working with our insurance carriers to address the obligations arising from the expected judgment and the costs related to the appeal. We recognized a reversal of revenue of $653 million during the 2025 Quarter, inclusive of committed insurance proceeds, representing the estimated net payment due to our customer upon judgment if no other insurance proceeds are agreed to.
Current report
We slowed our execution activities at our joint venture in Mexico beginning in the second quarter of 2025 through much of the third quarter to minimize our working capital exposure to the joint venture's primary customer. The customer has since made significant progress payments through October 2025, allowing us to begin a controlled restart of our project execution activities.
Current report
As of September 30, 2025, our investment in NuScale consisted of the 5 million unsold shares that were converted during September 2025 and 111 million ownership units in NuScale’s operating subsidiary coupled with associated voting shares of NuScale. During November 2025, we reached agreement with NuScale that includes the following general attributes:
Current report
•Conversion of all 111 million remaining ownership units into NuScale registered shares on a one-to-one basis. Immediately upon conversion, we may begin selling the converted shares subject to daily limitations that vary depending on defined blackout dates for NuScale;
Current report
•Voting covenant whereby we will agree to affirmatively support the expansion of NuScale’s authorized share count by up to 330 million shares;
Current report
•Imposition of NuScale trading limitations on any newly authorized shares through February 2026;
Current report
•50% reduction in our benefits, if any, that may arise under the tax receivable agreement with NuScale;
Current report
•Modification of our exclusivity arrangement with NuScale; and
Current report
•Various mutual releases and non-disparagement provisions.
Current report
We expect to begin our monetization under a structured sale program within days, and expect that the program could be completed by the end of April 2026. We will provide more information regarding our use of proceeds, including for income taxes arising from the conversion, once we have more information about the NuScale share price on the day of conversion.
Current report
Revenue decreased during the 2025 Quarter and 2025 Period primarily due to the reversal of previously recognized revenue of $653 million for a court ruling on the long completed Santos project in Australia as well as a decline in execution activity for Energy Solutions projects nearing completion. However, revenue in both Urban Solutions and Mission Solutions increased during the 2025 Quarter and 2025 Period due to the ramp up of execution activities on life sciences and mining projects and an increase in volume on a DOE project.
Current report
Income tax expense in the 2025 Quarter and 2025 Period was significantly impacted by a lack of recognizable benefit for the Santos ruling. We continue to seek ways to create deductibility for that matter.
Current report
During the 2025 Quarter, we converted 15 million of our NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares. We sold 10 million of those shares for net proceeds of $414 million during the 2025 Quarter. During October 2025, we sold an additional 5 million of shares in NuScale for net proceeds of $191 million.
Current report
Our operating cash flow for the 2025 Period was negatively impacted by lower earnings. Operating cash flow for the 2025 Quarter significantly improved primarily due to decreases in working capital on several large projects as well as distributions from a large Energy Solutions joint venture. During the 2025 Period, we funded $61 million on 2 consolidated infrastructure projects. We expect a significant payment will be due to Santos during the fourth quarter of 2025 upon the expected judgment from the Court over Santos’ efforts to recover costs related to a reimbursable project completed by us in 2015.
Current report
During the 2025 Quarter, we sold 10 million of shares in NuScale for net proceeds of $414 million.
Removed paragraphs (4)
Previous report
The full extent of the impact of emerging trade policies, cost escalation and other economic and geopolitical factors across the various markets we operate in remains uncertain. Clients with a focus on “time to market” deliverables have remained generally committed to capital spending plans while other clients that are more sensitive to cost pressures have announced delays in capital investment decisions until greater certainty materializes. We continue to provide engineering and design work in advance of clients’ full investment decisions; however, some new awards are experiencing delays beyond our original expectations, particularly in the chemicals market. We continue to monitor trade policy developments and work with our clients on cost mitigation strategies, however, due to the evolving nature of these policies we cannot predict their ultimate impact on our business with certainty.
Previous report
We have a significant joint venture in Mexico, whose primary customer is in arrears in payment of invoices to our joint venture. As a result, we have slowed our execution activities for this customer to minimize our working capital exposure to them and we have reduced overhead. The slowed execution activities have adversely affected our second quarter results and our outlook for 2025.
Previous report
Revenue decreased slightly during the 2025 Quarter primarily driven by a decline in execution activity for several projects nearing completion and for certain projects at our joint venture in Mexico where the progress to completion has slowed pending customer payment. The decline in revenue in the 2025 Quarter was partially offset by a ramp up of execution activities on several projects. Revenue in the 2025 Period was consistent with revenue in the 2024 Period.
Previous report
Our operating cash flow is typically lower in the first half of the year due to the timing of payout of employee incentive awards from the prior year. Our operating cash flow for the 2025 Period was also negatively impacted by increases in working capital on several large projects. During the 2025 Period, we funded $25 million on a single consolidated loss infrastructure project.
Reworded paragraphs (32)
Previous wording
•Failure to accurately estimate the cost and schedule on our projects, potentially resulting in cost overruns or obligations, including those related to project delays and those caused by the performance of our clients, subcontractors, suppliers and partners;
Current wording
•Failure to accurately estimate the cost and schedule on our projects, potentially resulting in cost overruns or oblig ations, including those related to project delays and those caused by the performance of our clients, subcontractors, suppliers and partners;
Previous wording
We recognize the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their stock on our balance sheet dates, which resulted in pre-tax gains of $3.2 billion and $2.7 billion for the 2025 Quarter and 2025 Period, respectively. Our investment in NuScale consists of ownership units in NuScale’s operating subsidiary coupled with voting shares of NuScale. We have the right to collectively exchange these interests for registered and publicly-traded shares of NuScale, subject to certain timing restrictions and NuScale management’s discretion around the maximum number of exchangeable shares each period, if any. Although we use the Level 1 fair value of the publicly-traded shares, the restrictions associated with the conversion could cause the net realizable value of the investment to be different than the implied fair value. NuScale's results for the 2024 Quarter and 2024 Period were included in our Other segment as it was prior to our deconsolidation of NuScale. We expect to convert 15 million of our NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares in August 2025.
Current wording
We recognize the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their stock on our balance sheet dates, which resulted in a pre-tax loss of $401 million for the 2025 Quarter and a pre-tax gain of $2.3 billion for the 2025 Period. NuScale's results for the 2024 Quarter and 2024 Period were included in our Other segment as it was prior to our deconsolidation of NuScale. During the 2025 Quarter, we converted 15 million of our NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares. We sold 10 million of those shares for net proceeds of $414 million during the 2025 Quarter. During October 2025, we sold an additional 5 million of shares in NuScale for net proceeds of $191 million.
Previous wording
In the 2025 Period, we completed the sale of Stork's U.K. operations. The sale did not have a material impact on the financial statements. In the 2024 Period, we completed the sale of Stork's operations in continental Europe for $67 million and recognized a gain on sale of $11 million including de-recognition of Stork's net assets and cumulative foreign currency translation. After completing the wind down of the Trinidad and Tobago operations later this year, Stork's divestiture will be complete.
Current wording
In the 2025 Period, we completed the sale of Stork's U.K. operations for $61 million. The sale did not have a material impact on the financial statements. In the 2024 Period, we completed the sale of Stork's operations in continental Europe for $67 million and recognized a gain on sale of $11 million including de-recognition of Stork's net assets and cumulative foreign currency translation. Our divestiture of the Stork business is substantially complete.
Previous wording
(2)Backlog at June 30, 2025 was level with backlog at December 31, 2024. We booked a multi-billion award for a life sciences project during the 2025 Period. We booked significant project adjustments related to scope increases on several large projects during the 2025 Quarter and scope reductions on 2 large projects in the first quarter of 2025. Backlog may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods. Although backlog reflects business that isconsidered to be firm, cancellations, deferrals or scope adjustments may occur.
Current wording
(2)Backlog at September 30, 2025 approximated backlog at December 31, 2024. We booked a multi-billion award for a life sciences project during the 2025 Period. We booked significant project adjustments related to scope increases on several large projects during the second quarter of 2025 and scope reductions on 2 large projects in the first quarter of 2025. Backlog may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur.
Previous wording
(3)Includes backlog of $556 million and $702 million for ongoing legacy projects in a loss position as of June 30, 2025 and December 31, 2024, respectively.
Current wording
(3)Includes backlog of $394 million and $702 million for ongoing legacy projects in a loss position as of September 30, 2025 and December 31, 2024, respectively.
Previous wording
Earnings before taxes decreased during the 2025 Quarter and 2025 Period driven by cost growth on 3 infrastructure projects for subcontracted design errors, price escalation and schedule impacts; a decline in execution activity for certain projects at our joint venture in Mexico where the progress to completion has slowed pending customer payment; and the recognition of an arbitration loss on a project in Mexico that was completed in 2021, partially offset by an increase in execution activities on life sciences projects awarded in the last 18 months.
Current wording
Earnings before taxes decreased during the 2025 Quarter and 2025 Period due to the same factors that impacted revenue above as well as an adjustment for delay-related effects on an infrastructure project. Earnings before taxes in the 2025 Period were also impacted by cost growth on 3 infrastructure projects for subcontracted design errors, price escalation and schedule impacts.
Previous wording
Net earnings excluding amounts attributable to equity method earnings were as follows:
Current wording
Net earnings (loss) excluding amounts attributable to equity method earnings (loss) were as follows:
Previous wording
The effective tax rate on earnings, including equity method earnings, was 24% for both the 2025 Quarter and the 2025 Period compared to 29% for the 2024 Quarter and 36% for the 2024 Period. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:
Current wording
The effective tax rate on earnings, including equity method earnings, was 20% for the 2025 Quarter and 26% for the 2025 Period compared to 71% for the 2024 Quarter and 44% for the 2024 Period. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:
Previous wording
In July 2025, the OBBB Act, which includes a broad range of U.S. tax reforms, was signed into law. We continue to assess its impact, but do not expect the OBBB Act to have a material impact on our consolidated results.
Current wording
In July 2025, the OBBB Act, which includes a broad range of U.S. tax reforms, was signed into law. The OBBB Act did not have a material impact on our consolidated results.
Previous wording
Beginning in January 2024, many non-US tax jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion Model Rules, also known as Pillar Two. Pillar Two establishes a global minimum tax of 15% on large multinational corporations. We considered the applicable tax law changes in the countries in which we operate and have determined that there is no material impact to our tax provision for the 2025 Quarter. We will continue to evaluate the impact of these tax law changes on future periods.
Current wording
Beginning in January 2024, many non-US tax jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion Model Rules, also known as Pillar Two. Pillar Two establishes a global minimum tax of 15% on large multinational corporations. We considered the applicable tax law changes in the countries in which we operate and have determined that there is no material impact to our tax provision for the 2025 Quarter or 2025 Period. We will continue to evaluate the impact of these tax law changes on future periods.
Previous wording
Revenue increased during the 2025 Quarter and 2025 Period due to the ramp up of execution activities on life sciences projects awarded in the last 18 months and a mining project. The increase in revenue during the 2025 Period was further driven by revenue growth on a large metals project and a large mining project.
Current wording
Revenue increased during the 2025 Quarter and 2025 Period due to the ramp up of execution activities on recently awarded life sciences projects and a mining project. The increase in revenue during the 2025 Period was further driven by revenue growth on a large metals project and a large mining project.
Previous wording
Segment profit in the 2025 Quarter and 2025 Period included forecast adjustments totaling $54 million for cost growth on 3 infrastructure projects related to subcontracted design errors, price escalation and schedule impacts partially offset by a refinement of our expected recovery from claims against our subcontractors on these same projects. Segment profit in the 2025 Quarter and 2025 Period also included an increase in execution activities on life sciences projects awarded in the last 18 months. Segment profit during the 2025 Period included profit on a metals project upon a change in percentage of completion due to a reduction in scope. Comparatively, segment profit in the 2024 Quarter and 2024 Period included the favorable resolution of a change order on a different legacy infrastructure project. The changes in segment profit margin in the 2025 Quarter and 2025 Period reflect these same factors.
Current wording
Segment profit in the 2025 Quarter and 2025 Period decreased due to an adjustment of $25 million for delay-related effects on an infrastructure project partially offset by a favorable negotiation with a designer on a separate infrastructure project as well as the ramp up of recently awarded projects in life sciences and mining. Segment profit in the 2025 Period also included forecast adjustments totaling $54 million for cost growth on 3 infrastructure projects related to subcontracted design errors, price escalation and schedule impacts partially offset by a refinement of our expected recovery from claims against our subcontractors on these same projects. The changes in segment profit margin in the 2025 Quarter and 2025 Period reflect these same factors.
Previous wording
New awards decreased during the 2025 Quarter and 2025 Period. New awards booked during the 2025 Quarter included an incremental award on a life sciences project. Backlog at June 30, 2025 was consistent with backlog at December 31, 2024. Our staffing business does not report new awards or backlog.
Current wording
New awards increased during the 2025 Quarter compared to the 2024 Quarter due to incremental awards on a mining project and a life sciences project booked in the 2025 Quarter. Backlog increased during the 2025 Period due to a large EPC award for a second multi-billion dollar pharmaceutical facility in Indiana booked during the first quarter of 2025. Our staffing business does not report new awards or backlog.
Previous wording
Revenue decreased during the 2025 Quarter and 2025 Period due to a decline in execution activity for several projects nearing completion and for certain projects at our joint venture in Mexico where the progress to completion has slowed pending customer payment. These declines in revenue were partially offset by the ramp up of execution activities on a batteries project in Poland and a chemicals project in Canada.
Current wording
Revenue decreased during the 2025 Quarter and 2025 Period primarily due to the reversal of previously recognized revenue of $653 million for a court ruling on the long completed Santos project in Australia that will require payment to our customer once the judgment is entered. The revenue decrease was further driven by a decline in execution activity for several projects nearing completion and for certain projects at our joint venture in Mexico where we slowed our execution activities beginning in the second quarter of 2025 through much of the third quarter pending customer payment. The customer has since made significant progress payments through October 2025, allowing us to begin a controlled restart of our project execution activities. The declines in revenue were partially offset by the ramp up of execution activities on a batteries project in Poland and a chemicals project in Canada.
Previous wording
Segment profit and profit margin declined during the 2025 Quarter and 2025 Period due to a decline in execution activity for several projects nearing completion and for certain projects at our joint venture in Mexico where the progress to completion has slowed pending customer payment and the recognition of $31 million for an arbitration ruling on a fabrication project at our joint venture in Mexico that was completed in 2021. The decline in segment profit during the 2025 Period was partially offset by profit recognition on a chemicals project upon a change in percentage of completion due to a client directed change in scope. Segment profit and segment profit margin in the 2024 Period was adversely impacted by $39 million in cost growth on a construction only subcontract executed by our joint venture in Mexico. Segment profit in the 2025 Quarter and 2025 Period also included losses of $11 million and $13 million, respectively, on embedded foreign currency derivatives compared to gains of $20 million and $27 million, respectively, in the 2024 Quarter and 2024 Period. In July 2025, we and our joint venture partners concluded negotiations for COVID recovery on LNG Canada, with no material impact on earnings.
Current wording
Segment profit and profit margin declined during the 2025 Quarter and 2025 Period due to the same factors that impacted revenue above partially offset by an increase on a large project nearing completion. Segment profit and profit margin in the 2025 Period was also impacted by the recognition of $31 million for an arbitration ruling on a fabrication project at our joint venture in Mexico that was completed in 2021. Segment profit and segment profit margin in the 2024 Period was adversely impacted by $57 million in cost growth on a construction-only subcontract executed by our joint venture in Mexico.
Previous wording
Revenue increased during the 2025 Quarter and 2025 Period primarily due to an increase in project execution volumes across certain of our DOE projects as well as increased volume associated with FEMA hurricane relief efforts, partially offset by revenue declines resulting from reduced volume on a DOD project. Revenue for the 2025 Period included the recognition of an additional reserve resulting from a recent ruling on a long-standing claim on a project completed in 2019.
Current wording
Revenue increased during the 2025 Quarter and 2025 Period primarily due to an increase in project execution volume associated with a construction project for the DOE and hurricane relief efforts for FEMA, partially offset by reduced volumes on a DOE project and a DOD project. The 2025 Quarter also included the recognition of allowances for certain questioned and disputed costs on a DOD project and revenue associated with the favorable resolution of a long-standing claim. Revenue for the 2025 Period reflected the recognition of revenue reserves resulting from a ruling on a long-standing claim for a project completed in 2019.
Previous wording
Segment profit and profit margin declined during the 2025 Quarter due to a decline in execution activity for a DOD project as well as increased legal costs, partially offset by an increase in earnings from DOE projects and newly awarded DOE and DOD projects accounted for under the equity method of accounting. Segment profit and profit margin declined during the 2025 Period primarily due to an additional reserve of $28 million resulting from a recent ruling on a long-standing claim on a project completed in 2019.
Current wording
Segment profit and profit margin declined during the 2025 Quarter due to the recognition of allowances for certain questioned and disputed costs on a DOD project mostly offset by the favorable resolution on a long-standing claim. Segment profit and profit margin declined during the 2025 Period primarily due to the recognition of revenue reserves of $28 million resulting from a ruling on a long-standing claim on a project completed in 2019.
Previous wording
New awards declined during the 2025 Period compared to the 2024 Period. New awards booked during the 2025 Quarter included short-term extensions at two DOE sites and additional funding for ongoing hurricane relief efforts. Backlog included $38 million and $665 million of unfunded government contracts as of June 30, 2025 and December 31, 2024, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods.
Current wording
New awards increased during the 2025 Quarter and 2025 Period. New awards in the 2025 Quarter included a six-year contract to extend our presence at the Portsmouth Gaseous Diffusion Plant in Ohio. Backlog included $1.1 billion and $665 million of unfunded government contracts as of September 30, 2025 and December 31, 2024, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated. We do not report new awards or backlog for projects related to our equity method investments even though
Previous wording
NuScale's results for the 2024 Quarter and 2024 Period were included in our Other segment as it was prior to our deconsolidation of NuScale in October 2024. In the 2025 Period, we completed the sale of Stork's operations in the U.K. and recognized a gain on sale of $7 million compared to an $11 million gain on the sale of Stork's operations in continental Europe in the 2024 Period. We expect results from our Other segment to be immaterial for 2025.
Current wording
NuScale's results for the 2024 Quarter and 2024 Period were included in our Other segment as it was prior to our deconsolidation of NuScale in October 2024. In the 2025 Period, we completed the sale of Stork's operations in the U.K. and recognized a gain on sale of $7 million compared to an $11 million gain on the sale of Stork's operations in continental Europe in the 2024 Period. We expect results from our Other segment to be immaterial for 2025 and beyond.
Previous wording
The decrease in compensation expense in the 2025 Quarter and 2025 Period was primarily driven by lower performance-based compensation.
Current wording
The decrease in compensation expense in the 2025 Period was primarily driven by lower stock price-driven compensation and performance-based compensation. During the 2025 Quarter, we recognized severance and exit costs primarily related to certain international office closures.
Previous wording
operations, capacity under our credit facility and, when necessary, access to capital markets. We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs that arise.
Current wording
Ourliquidity arises from available cash and cash equivalents and marketable securities, cash generated from operations, proceeds from the sales of NuScale shares, capacity under our credit facility and, when necessary, access to capital markets. We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.
Previous wording
As of June 30, 2025, letters of credit totaling $463 million were outstanding under our $2.2 billion credit facility, which matures in February 2028. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, based upon total shareholders' equity excluding AOCI, 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 $1.1 billion, all as defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. Borrowings under the facility, which may be denominated in USD, EUR or GBP, bear interest at a base rate, plus an applicable borrowing margin. As of June 30, 2025 and through the issuance of this 10-Q, we had not made any borrowings under our credit facility. We have a sublimit of up to $1.0 billion in aggregate cash advances and financial letters of credit available to us under our credit facility with a current borrowing capacity of $852 million.
Current wording
As of September 30, 2025, letters of credit totaling $409 million were outstanding under our $2.2 billion credit facility, which matures in February 2028. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, based upon total shareholders' equity excluding AOCI, 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 $1.1 billion, all as defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. Borrowings under the facility, which may be denominated in USD, EUR or GBP, bear interest at a base rate, plus an applicable borrowing margin. As of September 30, 2025 and through the issuance of this 10-Q, we had not made any borrowings under our credit facility. We have a sub-limit of up to $1.0 billion in aggregate cash advances and financial letters of credit available to us under our credit facility with a current borrowing capacity of $902 million.
Previous wording
Cash and cash equivalents combined with marketable securities were $2.3 billion and $3.0 billion as of June 30, 2025 and December 31, 2024, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $880 million as of June 30, 2025 and $1.1 billion as of December 31, 2024. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access.
Current wording
Cash and cash equivalents combined with marketable securities were $2.8 billion and $3.0 billion as of September 30, 2025 and December 31, 2024, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $903 million as of September 30, 2025 and $1.1 billion as of December 31, 2024. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access.
Previous wording
In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $401 million and $333 million as of June 30, 2025 and December 31, 2024, respectively) were not necessarily readily available for general purposes. We do not include our share of cash held by our proportionately consolidated joint ventures and partnerships in our consolidated cash balances even though these amounts may be significant. We also consider the extent to which client advances (which totaled $46 million and $79 million as of June 30, 2025 and December 31, 2024, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. In some cases, it may not be financially efficient to move cash and cash equivalents between countries due to statutory dividend limitations and/or adverse tax consequences. We did not consider any cash to be permanently reinvested outside the U.S. as of June 30, 2025 and December 31, 2024, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.
Current wording
In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $355 million and $333 million as of September 30, 2025 and December 31, 2024, respectively) were not necessarily readily available for general purposes. We do not include our share of cash held by our proportionately consolidated joint ventures and partnerships in our consolidated cash balances even though these amounts may be significant. We also consider the extent to which client advances (which totaled $20 million and $79 million as of September 30, 2025 and December 31, 2024, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. In some cases, it may not be financially efficient to move cash and cash equivalents between countries due to statutory dividend limitations and/or adverse tax consequences. We did not consider any cash to be permanently reinvested outside the U.S. as of September 30, 2025 and December 31, 2024, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.
Previous wording
In the 2025 Period, we used $295 million to repurchase and cancel 7.6 million shares of common stock under our repurchase program. Over 20 million shares could still be purchased under the repurchase program as of June 30, 2025. Between July 1, 2025 and July 25, 2025, we repurchased and canceled approximately 0.8 million shares of our common stock for $41 million. We are targeting the repurchase $150 million to $200 million of our stock during the latter half of 2025.
Current wording
In the 2025 Period, we used $365 million to repurchase and cancel 9 million shares of common stock under our repurchase program. Over 19 million shares could still be purchased under the repurchase program as of September 30, 2025. We are targeting the repurchase of approximately $800 million of our stock for the period from November 2025 through February 2026, primarily using our operating cash flow and with proceeds from the NuScale shares that we converted in September 2025. We expect to use a substantial portion of prospective monetization from the November 2025 conversion toward additional share repurchases after February 2026, which amount we expect will hinge on the proceeds emanating from the monetization process.
Previous wording
Cash flows from operating activities result primarily from our core EPC activities and are affected by our earnings level and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project as well as the payment terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of June 30, 2025, our backlog included $556 million for ongoing legacy projects in a loss position, including approximately $158 million of estimated unfunded losses associated therewith. The comparable amounts at December 31, 2024 were $702 million of backlog and $237 million of unfunded losses.
Current wording
Cash flows from operating activities result primarily from our core EPC activities and are affected by our earnings level and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project as well as the payment terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of September 30, 2025, our backlog included $394 million for ongoing legacy projects in a loss position, including approximately $117 million of estimated unfunded losses associated therewith. The comparable amounts at December 31, 2024 were $702 million of backlog and $237 million of unfunded losses.
Previous wording
Investments in partnerships and joint ventures in the 2025 Period included $85 million in funding on a proportionately consolidated loss project for an infrastructure joint venture and $33 million in funding to a separate infrastructure joint venture to make a legal settlement payment. Investments in partnerships and joint ventures in the 2024 Period included capital contributions to an infrastructure joint venture.
Current wording
Investments in partnerships and joint ventures in the 2025 Period included $120 million in funding on a proportionately consolidated loss project for an infrastructure joint venture, $38 million in funding on an Energy Solution joint venture and $33 million in funding to a separate infrastructure joint venture to make a legal settlement payment. Investments in partnerships and joint ventures in the 2024 Period included capital contributions to an infrastructure joint venture, an Energy Solutions joint venture and a Mission Solutions joint venture.
Previous wording
We have an ongoing stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. In November 2024, the Board authorized an additional 20 million shares to the repurchase program. During the 2025 Period, we repurchased 7.6 million shares of common stock under the repurchase program for total consideration of $295 million. Since we restarted the program in the fourth quarter of 2024, a total of 10 million shares have been purchased for $420 million.
Current wording
We have an ongoing stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. In November 2024, the Board authorized an additional 20 million shares to the repurchase program. During the 2025 Period, we repurchased 8.9 million shares of common stock under the repurchase program for total consideration of $365 million. Since we restarted the program in the fourth quarter of 2024, a total of 11 million shares have been purchased for $490 million.
Previous wording
During the 2025 and 2024 Periods, we redeemed $36 million and $24 million, respectively, of aggregate outstanding 2028 Notes, with an immaterial impact on earnings in both periods.
Current wording
During the 2025 and 2024 Periods, we redeemed $37 million and $44 million, respectively, of aggregate outstanding 2028 Notes, with an immaterial impact on earnings in both periods.
Previous wording
During the 2024 Period, NuScale received $45 million in proceeds from the issuance of their common stock. NuScale was a fully consolidated subsidiary at June 30, 2024.
Current wording
During the 2024 Period, NuScale received $80 million in proceeds from the issuance of their common stock. NuScale was a fully consolidated subsidiary at September 30, 2024.
Previous wording
As of June 30, 2025, letters of credit totaling $463 million were outstanding under committed lines of credit. As of June 30, 2025, letters of credit totaling $941 million were outstanding under uncommitted lines of credit including letters of credit totaling $347 million for two lump-sum projects in Kuwait that are substantially complete except for the resolution of unapproved change orders and extension of time claims. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.
Current wording
As of September 30, 2025, letters of credit totaling $409 million were outstanding under committed lines of credit. As of September 30, 2025, letters of credit totaling $918 million were outstanding under uncommitted lines of credit including letters of credit totaling $347 million for two lump-sum projects in Kuwait that are substantially complete except for the resolution of unapproved change orders and extension of time claims. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.
Previous wording
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 $14 billion as of June 30, 2025.
Current wording
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 $13 billion as of September 30, 2025.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
these awards may be significant contributors to earnings in future periods.
Current report — wording carried from elsewhere
Return of capital from partnerships and joint ventures in the 2024 Period included capital distribution from an infrastructure joint venture.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from