FLUOR CORP

Previous wording

Certain statements made herein, including statements regarding our projected operating results, liquidity and backlog levels and the implementation of strategic initiatives are forward-looking in nature. Under the Private Securities Litigation Reform Act of 1995, a “safe harbor” may be provided to us for certain of these forward-looking statements. We caution readers that forward-looking statements, including disclosures which use words such as we “believe,” “anticipate,” “expect,” “estimate,” "aspire," "commit," "will," "may" and similar statements, are subject to risks and uncertainties which could cause actual results to differ materially from stated expectations. Significant factors potentially contributing to such differences include:

Current wording

Certain statements made herein, including statements regarding our projected operating results, liquidity, capital allocation plans, backlog levels and the implementation of strategic initiatives are forward-looking in nature. Under the Private Securities Litigation Reform Act of 1995, a “safe harbor” may be provided to us for certain of these forward-looking statements. We caution readers that forward-looking statements, including disclosures which use words such as we “believe,” “anticipate,” “expect,” “estimate,” "aspire," "commit," "will," "may" and similar statements, are subject to risks and uncertainties which could cause actual results to differ materially from stated expectations. Significant factors potentially contributing to such differences include:

Previous wording

In March 2024, we completed the sale of Stork's operations in continental Europe for $67 million. During the 2024 Period, we recognized a gain on sale of $11 million including de-recognition of Stork's net assets and cumulative foreign currency translation.

Current wording

In March 2024, we completed the sale of Stork's operations in continental Europe for $67 million. During 2024 YTD, we recognized a gain on sale of $11 million including de-recognition of Stork's net assets and cumulative foreign currency translation.

Previous wording

During April 2024, we also entered into a definitive sale agreement for Stork's U.K. operations, which could close in late 2024, most significantly dependent upon regulatory approval. The financial statement effects for this proposed U.K. sale did not meet the requirements for discontinued operations and held-for-sale reporting as of June 30, 2024. The transaction, as agreed to, is not expected to have a material earnings impact when consummated. After completion of the Stork U.K. sale, our operations being actively marketed will be only Stork's immaterial operations in the Middle East and in Trinidad and Tobago.

Current wording

During April 2024, we also entered into a definitive sale agreement for Stork's U.K. operations, which could close as early as the first quarter of 2025, most significantly dependent upon regulatory approval. The financial statement effects for this proposed U.K. sale did not meet the requirements for discontinued operations and held-for-sale reporting as of September 30, 2024. The transaction, as agreed to, is not expected to have a material earnings impact when consummated. After completion of the Stork U.K. sale, our Stork operations will be only the immaterial operations in the Middle East and in Trinidad and Tobago.

Previous wording

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. 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.

Current wording

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. Upon the sale of AMECO South America in 2023 YTD, we recognized a $60 million negative earnings impact, including $35 million associated with foreign currency translation.

Previous wording

In August and September 2023, we completed the issuance of the 2029 Notes and the conversion of all our CPS. In December 2023, we extinguished the remaining outstanding 2024 Notes.

Current wording

In August and September 2023, we completed the issuance of the 2029 Notes and the conversion of all our CPS, respectively. In December 2023, we extinguished the remaining outstanding 2024 Notes.

Previous wording

(3)Includes backlog of $1.0 billion and $1.3 billion for ongoing legacy projects in a loss position as of June 30, 2024 and December 31, 2023, respectively.

Current wording

(3)Includes backlog of $859 million and $1.3 billion for ongoing legacy projects in a loss position as of September 30, 2024 and December 31, 2023, respectively.

Previous wording

While we experienced reductions in demand for certain services and the delay or abandonment of ongoing or anticipated projects during the COVID pandemic, our ability to win work was not materially impacted by COVID during the 2024 Period. Although many of our projects are in a state we consider normal, we continue to deal with the effects of COVID on our operating results as our estimates are inclusive of COVID effects and the related client recoveries.

Current wording

While we experienced reductions in demand for certain services and the delay or abandonment of ongoing or anticipated projects during the COVID pandemic, our ability to win work was not materially impacted by COVID during 2024 YTD. Although many of our projects are in a state we consider normal, we continue to deal with the effects of COVID on our operating results as our estimates are inclusive of COVID effects and the related client recoveries.

Previous wording

The effective tax rate was 28.5% for the 2024 Quarter and 36.4% for the 2024 Period compared to 48.1% for the 2023 Quarter and 300.0% for the 2023 Period. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

Current wording

The effective tax rate was 70.9% for the 2024 Quarter and 44.0% for 2024 YTD compared to 30.4% for the 2023 Quarter and 59.1% for 2023 YTD. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

Previous wording

During the 2024 Quarter, we received a refund of $77 million, including interest, from the IRS attributable to the 2013 tax year that was originally recognized as a receivable in 2020 pursuant to the CARES Act. Tax refunds of $82 million remain unpaid but are anticipated to be received later in 2024.

Current wording

During 2024 YTD, we received a refund of $169 million, including interest, from the IRS attributable to the 2013 tax year that was originally recognized as a receivable in 2020 pursuant to the CARES Act.

Previous wording

Beginning in January 2024, many non-US tax jurisdictions have enacted or 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 2024 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 2024 Quarter. We will continue to evaluate the impact of these tax law changes on future periods.

Previous wording

Revenue declined slightly in the 2024 Quarter and 2024 Period primarily due to a decline in execution activity for several projects nearing completion partially offset by the ramp up of execution activities on chemicals projects in China and Canada.

Current wording

Revenue declined during the 2024 Quarter and 2024 YTD primarily due to a decline in execution activity for several projects nearing completion as well as revenue on inflation-adjusted variable consideration recognized in the prior year periods. The decreases in revenue during the 2024 Quarter and 2024 YTD were partially offset by the ramp up of execution activities on chemicals projects in Canada and China.

Previous wording

Segment profit declined in the 2024 Quarter and 2024 Period primarily due to lower contributions from a large project in the late stages of execution. We recognized a positive forecast adjustment upon the negotiation of change orders on the same project in the 2023 Quarter and 2023 Period. Segment profit in the 2024 Quarter and 2024 Period was also impacted by a decline in the volume of execution activity for projects completed or nearing completion as well as cost growth on a construction only subcontract executed by our joint venture in Mexico resulting in a $39 million charge during the 2024 Period. The decline in segment profit during the 2024 Quarter and 2024 Period was partially offset by final negotiations and handover of a large upstream legacy project which was completed during the 2024 Quarter. We recorded $34 million for cost growth on the now-completed project during 2023 Quarter and 2023 Period. Segment profit in the 2024 Quarter and 2024 Period also included gains of $20 million and $27 million, respectively, on embedded foreign currency derivatives compared to losses of $8 million and $47 million, respectively, in the 2023 Quarter and 2023 Period. The change in segment profit margins in the 2024 Quarter and 2024 Period reflect these same factors.

Current wording

Segment profit declined in the 2024 Quarter and 2024 YTD primarily due to the initial recognition of inflation-adjusted variable consideration on certain downstream projects during the 2023 Quarter and 2023 YTD. Segment profit in 2024 YTD was also impacted by lower contributions from a large project in the late stages of execution. We recognized a positive adjustment upon the negotiation of change orders on the same project in 2023 YTD. Further, cost growth on a construction-only subcontract executed by our joint venture in Mexico resulted in a $57 million charge during 2024 YTD. The decrease in segment profit during 2024 YTD was partially offset by final negotiations and handover of a large upstream legacy project which was completed during the second quarter of 2024. We recorded $58 million for cost growth on the now-completed project during 2023 YTD. Segment profit in the 2024 Quarter and 2024 YTD also included gains of $20 million and $47 million, respectively, on embedded foreign currency derivatives compared to a gain of $24 million in the 2023 Quarter and a loss of $23 million in 2023 YTD. The changes in segment profit margin in the 2024 Quarter and 2024 YTD reflect these same factors.

Previous wording

New awards were lower in the 2024 Quarter and 2024 Period compared to 2023. Backlog declined during the 2024 Period due to the execution pace exceeding new award activity.

Current wording

New awards were lower in the 2024 Quarter and 2024 YTD compared to 2023. New awards booked during the 2024 Quarter included a full notice to proceed on a downstream project in Mexico. Backlog declined during 2024 YTD due to the execution pace exceeding new award activity.

Previous wording

Revenue in the 2024 Quarter and 2024 Period significantly increased primarily due to the ramp up of execution activities on several recently awarded projects including a large metals project, two life sciences projects, a green steel project and a large mining project as well as the agreement to the terms of a change order on a legacy infrastructure project. The revenue increases in the 2024 Quarter and 2024 Period were slightly offset by declines in the volume of execution activity for projects completed or nearing completion including a life sciences project and a large mining project.

Current wording

Revenue in the 2024 Quarter and 2024 YTD significantly increased primarily due to the ramp up of execution activities on several recently awarded projects including two life sciences projects, a large metals project, a large mining project and a green steel project. The revenue increases in the 2024 Quarter and 2024 YTD were slightly offset by declines in the volume of execution activity for projects completed or nearing completion including a large mining project and a life sciences project.

Previous wording

Segment profit significantly improved in the 2024 Quarter and 2024 Period due to an increase in execution activities on advanced technology projects and a life sciences project. Segment profit in the 2024 Quarter and 2024 Period included the agreement to the terms of a change order on a legacy infrastructure project compared to a $59 million charge for rework associated with subcontractor design errors and related schedule impacts on the same project during the 2023 Period. The changes in segment profit margin in the 2024 Quarter and 2024 Period reflect these same factors.

Current wording

Segment profit remained flat during the 2024 Quarter compared to the 2023 Quarter. Profit from recently awarded projects such as a life sciences project, a large metals project, a large mining project and 2 advanced technology projects made up for a decrease in profit from 2 completed mining projects. Segment profit significantly improved in 2024 YTD compared to 2023 YTD. Segment profit in 2024 YTD included an agreement to the terms of a change order on a legacy infrastructure project compared to a $59 million charge for rework associated with subcontractor design errors and related schedule impacts on the same project during 2023 YTD. The changes in segment profit margin in the 2024 Quarter and 2024 YTD reflect these same factors.

Previous wording

New awards increased during the 2024 Quarter and 2024 Period. New awards booked during the 2024 Quarter included an incremental award on a large metals project. Backlog significantly increased during the 2024 Period due to a large life sciences award booked during the first quarter of 2024. Our staffing business does not report new awards or backlog.

Current wording

New awards decreased during the 2024 Quarter compared to the 2023 Quarter. However, new awards significantly increased during 2024 YTD compared to 2023 YTD due to a large life sciences project booked during the first quarter of 2024 and an incremental award on a large metals project booked during the second quarter of 2024. Backlog significantly increased during 2024 YTD due to these 2 large awards. Our staffing business does not report new awards or backlog.

Previous wording

Revenue remained flat in the 2024 Quarter compared to the 2023 Quarter. Revenue recognized for a recently awarded defense contract largely replaced a revenue decline resulting from the cancellation of a nuclear power project in 2023. Revenue declined slightly in the 2024 Period due to lower contributions from a DOE contract and the aforementioned power project cancellation in 2023 partially offset by increased execution activities on a DOE contract and the recently awarded defense contract.

Current wording

Revenue declined slightly in the 2024 Quarter and 2024 YTD compared to the 2023 Quarter and 2023 YTD. Revenue growth on 2 DOE contracts during the 2024 Quarter largely replaced revenue declines resulting from reduced volume on a different DOE contract as well as the cancellation of a nuclear power project in 2023. Revenue declined during 2024 YTD due to the aforementioned power project cancellation in 2023, the completion of an airfield construction project and reduced contributions from a DOE contract partially offset by execution activities for a recently awarded defense contract.

Previous wording

Segment profit remained flat in the 2024 Quarter compared to the 2023 Quarter. Segment profitand profit margin were higher in the 2024 Period compared to the 2023 Period that included a $30 million charge for cost growth associated with schedule delays on a weapons facility project that is substantially complete.

Current wording

Segment profit and profit margin improved during the 2024 Quarter due to an increase in execution activities on the 2 DOE contracts discussed above. Segment profit and profit margin significantly improved during 2024 YTD compared to 2023 YTD that included a $30 million charge for cost growth associated with schedule delays on a weapons facility project that was completed in October 2024.

Previous wording

New awards decreased during the 2024 Quarter compared to the 2023 Quarter. However, new awards increased during the 2024 Period due to task order contracts awarded under the Air Force Contract Augmentation Program V. Backlog included $2.1 billion and $2.7 billion of unfunded government contracts as of June 30, 2024 and December 31, 2023, 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. For example, our new awards and backlog will not reflect the Pantex management and operations contract, recently awarded to a joint venture in which we have significant influence but a noncontrolling interest. The estimated value of the contract to the joint venture is $30 billion, if all of the 5-year options are exercised.

Current wording

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. For example, our new awards and backlog will not reflect the Pantex management and operations contract, recently awarded to a joint venture in which we have significant influence but a noncontrolling interest. The estimated value of the contract to the joint venture is $30 billion, if all of the 5-year options are exercised.

Previous wording

Segment profit in the 2024 Period includes an $11 million gain on the sale of Stork's operations in continental Europe. We expect to consummate the sale of Stork's U.K. operations in late 2024, upon receipt of regulatory approval for the proposed transaction.

Current wording

Segment profit in the 2024 Quarter includes a $7 million charge for severance expected upon liquidation of a non-European Stork location. Segment profit in 2024 YTD includes an $11 million gain on the sale of Stork's operations in continental Europe. We expect to consummate the sale of Stork's U.K. operations as early as the first quarter of 2025, upon receipt of regulatory approval for the proposed transaction.

Previous wording

Segment profit in the 2023 Period includes the $60 million negative earnings impact upon the sale of our AMECO South America business, including $35 million for foreign currency translation.

Current wording

Segment profit in 2023 YTD includes the $60 million negative earnings impact upon the sale of our AMECO South America business, including $35 million for foreign currency translation.

Previous wording

As of June 30, 2024, letters of credit totaling $429 million were outstanding under our $1.8 billion credit facility, which matures in February 2026. 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 $1.2 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, 2024 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 $831 million.

Current wording

As of September 30, 2024, letters of credit totaling $483 million were outstanding under our $1.8 billion credit facility, which matures in February 2026. 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 $1.2 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, 2024 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 $758 million.

Previous wording

Cash and cash equivalents combined with marketable securities were $2.7 billion and $2.6 billion as of June 30, 2024 and December 31, 2023, respectively. Cash balances as of June 30, 2024 and December 31, 2023 include cash and cash equivalents and marketable securities held by NuScale of $132 million and $118 million, 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 $1.2 billion as of both June 30, 2024 and December 31, 2023. 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 $3.0 billion and $2.6 billion as of September 30, 2024 and December 31, 2023, respectively. Cash balances as of September 30, 2024 and December 31, 2023 include cash and cash equivalents and marketable securities held by NuScale of $131 million and $118 million, 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 $1.4 billion and $1.1 billion as of September 30, 2024 and December 31, 2023, respectively. 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 $526 million and $491 million as of June 30, 2024 and December 31, 2023, 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 $47 million and $80 million as of June 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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 $518 million and $491 million as of September 30, 2024 and December 31, 2023, 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 $64 million and $80 million as of September 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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

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 and the payments 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, 2024, our backlog included $1.0 billion for ongoing legacy projects in a loss position, including approximately $200 million of estimated unfunded losses associated therewith. The comparable amounts in December 31, 2023 were $1.3 billion of backlog and $344 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 and the payments 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, 2024, our backlog included $859 million for ongoing legacy projects in a loss position, including approximately $270 million of estimated unfunded losses associated therewith. The comparable amounts in December 31, 2023 were $1.3 billion of backlog and $344 million of unfunded losses.

Previous wording

Operating cash flow for the 2024 Period significantly improved despite increases in working capital on several large projects. The improvement in operating cash flow was attributable to customer payments on several large projects, distributions from joint ventures of $155 million and a refund of $77 million, including interest, from the IRS attributable to the 2013 tax year. Tax refunds of $82 million remain unpaid but are anticipated to be received later in 2024. During the 2024 Period, we funded an estimated $76 million on loss projects.

Current wording

Operating cash flow for 2024 YTD significantly improved driven by decreases in working capital on several large projects. The improvement in operating cash flow was also attributable to customer payments on several large projects, distributions from joint ventures of $252 million and a refund of $169 million, including interest, from the IRS attributable to the 2013 tax year that was originally recognized as a receivable in 2020 pursuant to the CARES Act. During 2024 YTD, we funded an estimated approximately $70 million on loss projects.

Previous wording

Capital expenditures in the 2024 Period primarily related to improvements to our new office lease in Houston compared to expenditures for construction equipment and investments in IT in the 2023 Period.

Current wording

Capital expenditures in 2024 YTD primarily related to improvements to our new office lease in Houston compared to expenditures for construction equipment and investments in IT in 2023 YTD.

Previous wording

Proceeds from sales of assets during the 2024 Period included $67 million for the sale of our Stork's European business compared to $17 million for the sale of our AMECO South America business in the 2023 Period.

Current wording

Proceeds from sales of assets during 2024 YTD included $67 million for the sale of our Stork's European business compared to $17 million for the sale of our AMECO South America business in 2023 YTD.

Previous wording

Investments in unconsolidated partnerships and joint ventures in the 2024 Period included capital contributions to an infrastructure joint venture compared to capital contributions to a Mission Solutions joint venture and two infrastructure joint ventures in the 2023 Period.

Current wording

Investments in unconsolidated partnerships and joint ventures in 2024 YTD included capital contributions to an infrastructure joint venture, an Energy Solutions joint venture and a Mission Solutions joint venture, compared to capital contributions to a Mission Solutions joint venture and two infrastructure joint ventures in 2023 YTD.

Previous wording

During the 2024 Period, we redeemed $24 million of aggregate outstanding 2028 Notes, with an immaterial earnings impact. During the 2023 Period, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

Current wording

During 2024 YTD, we redeemed $44 million of aggregate outstanding 2028 Notes, with an immaterial earnings impact. During 2023 YTD, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

Previous wording

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. CPS dividends of $20 million were paid during the 2023 Period. Upon conversion, all dividends on the CPS ceased.

Current wording

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. CPS dividends of $29 million were paid during 2023 YTD. Upon conversion, all dividends on the CPS ceased.

Previous wording

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in the 2024 Period related to a Mission Solutions joint venture. Distributions in the 2023 Period related to a Mission Solutions joint venture and an infrastructure joint venture. Capital contributions by NCI during the 2023 Period related to investments by NuScale's NCI holders.

Current wording

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in 2024 YTD related to a Mission Solutions joint venture. Distributions in 2023 YTD related to a Mission Solutions joint venture and two infrastructure joint ventures. Capital contributions by NCI during 2023 YTD related to investments by NuScale's NCI holders.

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 2024 YTD, 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

We have a common stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of June 30, 2024, over 10 million shares could still be purchased under the existing stock repurchase program.

Current wording

We have a stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of September 30, 2024, over 10 million shares could still be purchased under the existing stock repurchase program. In November 2024, the Board authorized an additional 20,000,000 shares to the repurchase program.

Previous wording

As of June 30, 2024, letters of credit totaling $429 million were outstanding under committed lines of credit. As of June 30, 2024, letters of credit totaling $927 million were outstanding under uncommitted lines of credit including letters of credit totaling $346 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, 2024, letters of credit totaling $483 million were outstanding under committed lines of credit. As of September 30, 2024, letters of credit totaling $946 million were outstanding under uncommitted lines of credit including letters of credit totaling $460 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, 2024.

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, 2024.