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FLUOR CORP

For the period ended Dec 31, 2024. Filed Feb 18, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 18, 2025

FLR$50.33+8.3%Stored close · as of Nov 9, 2026

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FLUOR CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTSPAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)F-2
Consolidated Statement of OperationsF-4
Consolidated Statement of Comprehensive IncomeF-5
Consolidated Balance SheetF-6
Consolidated Statement of Cash FlowsF-7
Consolidated Statement of Changes in EquityF-8
Notes to Consolidated Financial StatementsF-9

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fluor Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fluor Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Long-term revenue recognition on certain engineering and construction contracts
Description of the MatterAs described in Note 2 to the consolidated financial statements, the Company recognizes engineering and construction contract revenue over time, as services are provided to satisfy performance obligations, based on the ratio of costs incurred to date compared to total estimated contract cost. Revenue recognition under this method is subject to judgment as it requires management to prepare estimates of total contract revenue and costs to complete in-process contracts.Auditing management’s estimates of total contract revenue and costs on certain engineering and construction contracts which are structured under lump-sum contractual terms and are larger in size and longer in duration was complex and subjective, requiring considerable auditor judgment in the evaluation of subjective assumptions related to certain forecasted costs and variable consideration.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the estimation process that affect revenue recognition, including controls over management’s review of project costs yet to be incurred and variable consideration estimates. Our audit procedures included, among others, evaluating the appropriate application of the Company’s revenue recognition method; testing significant assumptions used to develop the estimated variable consideration and costs to complete; and testing the completeness and accuracy of the underlying data. To assess the reasonableness of these estimates, we performed audit procedures that included, among others, agreeing the estimates to supporting documentation; conducting interviews with project personnel; observing select project review meetings; and performing sensitivity analyses or retrospective review using historical data and trends.

/s/Ernst & Young LLP

We have served as the Company‘s auditor since 1973.

Dallas, Texas

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31,
(in millions, except per share amounts)202420232022
Revenue$16,315$15,474$13,744
Cost of revenue(15,741)(14,997)(13,389)
Gross profit574477355
G&A(203)(232)(237)
Impairment——24
Gain on pension settlement——42
Foreign currency gain (loss)92(98)25
Operating profit463147209
Interest expense(46)(60)(59)
Interest income19622894
Earnings before taxes613315244
Income tax expense (including $376 million attributable to equity method earnings in 2024)(634)(236)(171)
Net earnings (loss) before equity method earnings(21)7973
Equity method earnings2,105——
Net earnings2,0847973
Less: Net earnings (loss) attributable to NCI(61)(60)(72)
Net earnings attributable to Fluor$2,145$139$145
Less: Dividends on CPS—2939
Less: Make-whole payment on conversion of CPS—27—
Net earnings available to Fluor common stockholders$2,145$83$106
Basic EPS available to Fluor common stockholders$12.48$0.55$0.75
Diluted EPS available to Fluor common stockholders$12.30$0.54$0.73

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31,
(in millions)202420232022
Net earnings2,0847973
OCI, net of tax:
Foreign currency translation adjustment(60)99(27)
Ownership share of equity method investees' OCI(13)(7)31
Other(5)2(2)
Total OCI, net of tax(78)942
Comprehensive income2,00617375
Less: Comprehensive income (loss) attributable to NCI(57)(63)(47)
Comprehensive income attributable to Fluor$2,063$236$122

CONSOLIDATED BALANCE SHEET

(in millions, except share and per share amounts)December 31, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents ($333 and $491 related to VIEs)$2,829$2,519
Marketable securities13069
Accounts receivable, net ($92 and $135 related to VIEs)9211,137
Contract assets ($130 and $171 related to VIEs)1,138991
Other current assets ($32 and $50 related to VIEs)157347
Total current assets5,1755,063
Noncurrent assets
PP&E, net ($46 and $41 related to VIEs)494458
Investments2,828614
Deferred taxes3051
Deferred compensation trusts221241
Goodwill199206
Other assets ($17 and $127 related to VIEs)196340
Total noncurrent assets3,9681,910
Total assets$9,143$6,973
LIABILITIES AND EQUITY
Current liabilities
Accounts payable ($233 and $285 related to VIEs)$1,220$1,214
Contract liabilities ($278 and $276 related to VIEs)684639
Accrued salaries, wages and benefits ($18 and $25 related to VIEs)640653
Other accrued liabilities ($37 and $73 related to VIEs)527657
Total current liabilities3,0713,163
Long-term debt1,1041,158
Deferred taxes46870
Other noncurrent liabilities ($3 and $20 related to VIEs)508530
Contingencies and commitments
Equity
Shareholders' equity
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 169,228,759 and 170,405,512 shares in 2024 and 2023, respectively22
APIC1,1741,228
AOCI(351)(269)
Retained earnings3,124979
Total shareholders' equity3,9491,940
NCI43112
Total equity3,9922,052
Total liabilities and equity$9,143$6,973

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31,
(in millions)202420232022
OPERATING CASH FLOW
Net earnings$2,084$79$73
Adjustments to reconcile net earnings to operating cash flow:
Equity method earnings(2,105)——
Impairment——(24)
Gain on pension settlement——(42)
Depreciation and amortization737473
(Gain) loss on sales of assets (including Stork and AMECO)(14)150(35)
Stock-based compensation314819
Deferred taxes418(13)17
Changes in assets and liabilities347(114)(46)
Other(6)(12)(4)
Operating cash flow82821231
INVESTING CASH FLOW
Purchases of marketable securities(205)(426)(428)
Proceeds from sales and maturities of marketable securities145285364
Capital expenditures(164)(106)(75)
NuScale cash deconsolidated(131)——
Proceeds from sales of assets (net of cash divested)82(5)95
Investments in partnerships and joint ventures(93)(33)(53)
Return of capital from partnerships and joint ventures34819
Investing cash flow(333)(277)(78)
FINANCING CASH FLOW
Repurchase of common stock(125)——
Proceeds from issuance of 2029 Notes, net of issuance costs—560—
Capped call transactions related to 2029 Notes—(73)—
Purchases and retirement of debt(57)(249)(41)
Proceeds from NuScale de-SPAC transaction——341
Proceeds from sale of NuScale interest80—107
Dividends paid on CPS—(29)(39)
Make-whole payment on conversion of CPS—(27)—
Distributions paid to NCI(14)(53)(60)
Capital contributions by NCI—1021
Other—(12)(14)
Financing cash flow(116)127315
Effect of exchange rate changes on cash(69)18(38)
Increase in cash and cash equivalents31080230
Cash and cash equivalents at beginning of year2,5192,4392,209
Cash and cash equivalents at end of year$2,829$2,519$2,439

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in millions, except per share amounts) · Preferred Stock · Common Stock · APIC · AOCI · RetainedEarnings · Total Shareholders' Equity · NCI · TotalEquity
Shares · Amount · Shares · Amount
BALANCE AS OF DECEMBER 31, 20211$—141$1$967$(366)$791$1,393$174$1,567
Net earnings (loss)——————145145(72)73
OCI—————1—112
Dividends on CPS ($65.00 per share)——————(39)(39)—(39)
Distributions by NCI, net of capital contributions————————(39)(39)
NuScale reverse recapitalization————147——147145292
Sale of NuScale units to NCI————107——107—107
Other NCI transactions————20——20121
Stock-based plan activity——1—13—(1)12—12
BALANCE AS OF DECEMBER 31, 20221$—142$1$1,254$(365)$896$1,786$210$1,996
Net earnings (loss)——————139139(60)79
OCI—————96—96(2)94
Dividends on CPS ($48.75 per share)——————(29)(29)—(29)
Conversion of CPS to common stock (including make-whole payment)(1)—271——(27)(26)—(26)
Capped call transactions related to 2029 Notes————(73)——(73)—(73)
Distributions to NCI, net of contributions————————(43)(43)
Other NCI transactions————14——14721
Stock-based plan activity——1—33——33—33
BALANCE AS OF DECEMBER 31, 2023—$—170$2$1,228$(269)$979$1,940$112$2,052
Net earnings (loss)——————2,1452,145(61)2,084
OCI—————(82)—(82)4(78)
Distributions to NCI, net of contributions————————2929
Other NCI transactions————44——44(41)3
Stock-based plan activity——1—27——27—27
Repurchase of common stock——(2)—(125)——(125)—(125)
BALANCE AS OF DECEMBER 30, 2024—$—169$2$1,174$(351)$3,124$3,949$43$3,992

NOTES TO FINANCIAL STATEMENTS

  1. Description of Business

Fluor Corporation (“we”, “us”, “our” or “the company”) is a holding company that owns many subsidiaries and interests in joint ventures. Acting through these entities, we are one of the larger global professional services firms providing EPC, fabrication and modularization, and project management services. We provide these services to our clients in diverse industries worldwide including advanced technologies and manufacturing, chemicals, infrastructure, life sciences, LNG, mining and metals, nuclear project services, energy transition, and oil and gas production and fuels. We are also a service provider to the U.S. federal government and governments abroad.

We operate our business through 3 principal segments: Urban Solutions, Energy Solutions and Mission Solutions. We also have a smaller Other segment.

Urban Solutions provides EPC and project management services to the advanced technologies and manufacturing, life sciences, mining and metals, infrastructure industries and professional staffing services. This segment also includes our operations and maintenance business.

Energy Solutions provides EPC services for traditional oil and gas markets, including the production and fuels, chemicals, LNG and power markets. The segment serves these industries with comprehensive project life-cycle services, including expansion and modernization projects as well as in sustaining capital work. The segment also supports energy transition markets, including nuclear power and other low-carbon energy sources, asset decarbonization, carbon capture, renewable fuels, waste-to-energy, green chemicals and hydrogen.

Mission Solutions provides high-end technical solutions to the U.S. and other governments. These include, among others, the DOE, the Department of Defense, FEMA and intelligence agencies. The segment also provides services to commercial nuclear clients.

Our other operations include NuScale (prior to deconsolidation) and Stork. AMECO was fully divested in 2023 and we expect to complete the divestiture of Stork in 2025.

In the first quarter of 2024, we completed the sale of Stork's operations in continental Europe. During April 2024, we also entered into a definitive agreement to sell Stork's U.K. operations, which we completed in the first quarter of 2025. The sale did not meet the requirements for discontinued operations as of December 31, 2024 and will not have a material impact on the financial statements. In the third quarter of 2024, we decided to close our Stork operations in Trinidad and Tobago which required us to take a $7 million severance charge. After completing the wind down of the Trinidad and Tobago operations, Stork's divestiture will be complete.

NuScale has developed SMR technology that is NRC approved. Beginning in October 2024, based principally on their equity sales, we no longer met the criteria to consolidate NuScale. As a consequence, their results for all periods prior to October 2024 were consolidated, but we deconsolidated NuScale after that date and recognized a pre-tax gain of $1.6 billion in the fourth quarter of 2024, based on a stock price of $13.15 for our 126 million shares. 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 an additional pre-tax gain of $604 million for the fourth quarter of 2024. After its deconsolidation, NuScale is included in equity method earnings on our statements of operations.

  1. Significant Accounting Policies

Principles of Consolidation

The financial statements include the accounts of Fluor Corporation and its subsidiaries. All intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in 2023 and 2022 have been reclassified to conform to the 2024 presentation. Certain amounts in tables may not total or agree to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to December 31, 2024 through the filing date of the 2024 10-K.

We frequently form joint ventures or partnerships with others primarily for the execution of single contracts or projects. If a joint venture or partnership is a VIE and we are the primary beneficiary, the joint venture or partnership is consolidated and our partners' interests are recognized as NCI. As is customary in our industry, for unconsolidated construction partnerships and joint ventures, we generally recognize our proportionate share of revenue, cost and profit and use the one-line equity method for the investment. In other instances, the cost and equity methods of accounting are used, depending on our respective ownership interest and amount of influence we have over the entity, as well as other factors. At times, we also execute projects through collaborative arrangements for which we recognize our relative share of revenue and cost.

Equity Method Investment with Fair Value Option

We elected the fair value option of accounting for our investment in NuScale that would have otherwise been recorded under the equity method of accounting. 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. The changes in the fair value of our investment in NuScale are recorded quarterly in the statement of operations.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts. These estimates are based on information available through the date of the issuance of the financial statements. Therefore, actual results could differ from those estimates.

Earnings Per Share

Potentially dilutive securities include convertible debt, performance-based award units, RSUs, stock options and, prior to their conversion in 2023, our CPS. 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.

Foreign Currency Translation

Our reporting currency is the U.S. dollar. For our international subsidiaries, the functional currency is typically the currency of the primary economic environment in which each subsidiary operates. Translation gains and losses are recorded in OCI. Gains and losses from remeasuring foreign currency transactions into the functional currency are recognized in earnings.

Revenue Recognition

Engineering and construction contracts. We recognize engineering and construction contract revenue over time as we provide services to satisfy our performance obligations. We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services on a single project. Cost of revenue includes an allocation of depreciation and amortization. Where applicable, CFM, labor and equipment as well as subcontractor materials, labor and equipment, are included in revenue and cost of revenue when we believe that we are acting as a principal rather than as an agent (i.e., we integrate the materials, labor and equipment into the deliverables promised to the customer). CFM are only included in revenue and cost when the contract includes construction activity and we have visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. If we lose visibility mid-project with respect to cost or receipt, we cease recognizing future CFM but do not de-recognize previous amounts of CFM. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on engineering and construction contracts are typically due within 30 to 45 days of billing, depending on the contract.

Service Contracts. For the majority of our operations and maintenance contracts, revenue is recognized when services are performed and contractually billable. For all other service contracts, we recognize revenue over time using the cost-to-cost percentage-of-completion method. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Customer payments on service contracts are typically due within 30 to 90 days of billing, depending on the contract.

Warranties. We generally provide limited duration warranties for work performed under our contracts. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts.

Practical Expedients. If we have a right to consideration from a customer in an amount that corresponds directly with the value of our performance completed to date (a service contract in which we bill a fixed amount for each hour of service provided), we recognize revenue in the amount to which we have a right to invoice for services performed. We do not adjust the contract price for the effects of a significant financing component where, at contract inception, the period between service provision and customer payment will be 1 year or less. We exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by us from our customers (use taxes, value added taxes, some excise taxes).

RUPO. RUPO represents a measure of the value of work to be performed on contracts awarded and in progress. Although RUPO reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPO is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. RUPO includes estimates of CFM in those instances where the criteria for recognition have been satisfied. For ongoing operations and maintenance contracts, RUPO includes only contracts with definite terms and substantive termination provisions.

Project Estimates

Due to the nature of our industry, there is significant complexity in our estimation of total expected revenue and cost, for which we must make significant judgments. Our contracts with our customers may contain several types of variable consideration, including claims, unpriced change orders, award and incentive fees, liquidated damages and penalties or other provisions that can either increase or decrease the contract price to arrive at estimated revenue. Certain variable consideration, such as award and incentive fees, generally are earned upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled upon completion of a project. We include estimated amounts in the transaction price to the extent it is probable we will realize that amount. Our estimates of variable consideration and our determination of its inclusion in project revenue are based on an assessment of our anticipated performance and other information that may be available to us.

At a project level, we have specific practices and procedures to review our estimate of total revenue and cost. Each project team reviews the progress and execution of our performance obligations, which impact the project’s accounting outcome. As part of this process, the project team reviews information such as any outstanding key contract matters, progress towards completion and the related program schedule and identified risks and opportunities. The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our project estimates, which can change from period to period due to a variety of factors including:

Complexity in original design;

Extent of changes from original design;

Different site conditions than assumed in our bid;

The productivity, availability and skill level of labor;

Weather conditions when executing a project;

The technical maturity of the technologies involved;

Length of time to complete the project;

Availability and cost of equipment and materials;

Subcontractor and joint venture partner performance;

Expected costs of warranties; and

Our ability to recover for additional contract costs.

We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. If we estimate that a project will have costs in excess of revenue, we recognize the total loss in the period it is identified.

Contract Assets and Liabilities

Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) and contract work in progress (typically for fixed-price contracts). Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are recognized as accounts receivable when they are billed. Advances that are payments on account of contract assets are deducted from contract assets. We anticipate that substantially all incurred cost associated with contract assets as of December 31, 2024 will be billed and collected within 1 year. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date.

Segment Reporting

Our Chief Executive Officer is our CODM. Segment profit is an earnings measure that our CODM utilizes to assess segment performance and allocate resources. Segment profit is calculated as revenue less cost of revenue and earnings attributable to NCI.

We incur cost and expenses and hold certain assets at the corporate level which relate to our business as a whole. Certain of these amounts are allocated to our business segments by various methods, largely on the basis of estimated usage or on pro rata revenue. Total assets not allocated to segments and held in "Corporate and other" primarily include cash, marketable securities, income-tax related assets, deferred compensation trust assets and corporate property, plant and equipment.

Variable Interest Entities

We assess our partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. We consider a partnership or joint venture a VIE if it has any of the following characteristics:

(a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support,

(b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or

(c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

We regularly reassess our initial determination of whether the partnership or joint venture is a VIE. The majority of our partnerships and joint ventures qualify as VIEs because the total equity investment is typically nominal and not sufficient to permit the entity to finance its activities without additional subordinated financial support.

We also perform a qualitative assessment of each identified VIE to determine if we are its primary beneficiary. We conclude that we are the primary beneficiary and consolidate the VIE if we have both:

(a) the power to direct the economically significant activities of the entity and

(b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.

We consider the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if we are the primary beneficiary. We also consider all parties that have direct or implicit variable interests when determining whether we are the primary beneficiary. Management's assessment of who is the primary beneficiary of a VIE is regularly undertaken.

Cash and Cash Equivalents

Cash and cash equivalents include securities with maturities of 3 months or less at the date of purchase.

Marketable Securities

Marketable securities consist of time deposits placed with investment grade banks with original maturities greater than 3 months, which are typically held-to-maturity because we have the intent and ability to hold them until maturity. Held-to-maturity securities are carried at amortized cost. The cost of securities sold is determined by using the specific identification method. Marketable securities are assessed at least annually for other-than-temporary impairment.

Research and Development

NuScale is a research and development operation associated with the licensing and commercialization of SMR technology. Costs incurred by NuScale are expensed as incurred, net of qualifying DOE reimbursements. Beginning in October 2024, we record our investment in NuScale as an equity method investment, but prior to that time we consolidated their research and development costs into our segment results. Aside from NuScale, we generally do not engage in significant research and development activities.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Leasehold improvements are amortized over the shorter of their economic lives or the lease terms. Depreciation is calculated using the straight-line method over the following ranges of estimated useful service lives, in years:

Estimated Useful Service Lives
Buildings20 – 40
Building and leasehold improvements6 – 20
Machinery and equipment2 – 10
Furniture and fixtures2 – 10

Goodwill

Goodwill is not amortized but is subject to at-least-annual impairment tests during the fourth quarter. For impairment testing, goodwill is allocated to the applicable reporting units based on the current reporting structure. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount. If so, we perform a quantitative test, and if the carrying amount of a reporting unit exceeds its fair value, we recognize an impairment loss. Interim impairment testing of goodwill is performed if indicators of potential impairment exist. Such indicators may include the results of operations of certain businesses and geographies and the performance of our stock price.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax filings. We evaluate the realizability of our deferred tax assets and record a valuation allowance to reduce deferred tax assets to amounts that are more likely than not to be realized. The factors used to assess the likelihood of realization are our forecast of future taxable income and available tax planning strategies that could be implemented to realize such assets. Failure to achieve forecasted taxable income could affect the ultimate realization of deferred tax assets and could adversely impact our future effective tax rate.

Income tax positions are recognized when they meet a more-likely-than-not recognition threshold. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized upon such determination. We recognize potential interest and penalties related to unrecognized tax positions as a component of income tax expense.

Judgment is required in determining the provision for income taxes as we consider our worldwide taxable earnings and the impact of the continuing audit process conducted by relevant tax authorities. The final outcome of any audits could differ materially from amounts recognized by us. We account for the GILTI effects in the period that is subject to such tax.

Embedded Derivatives

We attempt to limit foreign currency exposure in most of our contracts by denominating contract revenue in the currencies in which cost is incurred. In certain limited circumstances, foreign currency payment provisions could be deemed embedded derivatives. If an embedded foreign currency derivative is identified, the derivative is bifurcated from the host contract and the change in fair value is recognized through earnings.

Concentrations of Credit Risk

Accounts receivable and all contract work in progress are from clients in various industries and locations throughout the world. Most contracts require payments as the projects progress or, in certain cases, advance payments. We generally do not require collateral, but in most cases can place liens against the project assets or terminate the contract, if a material default occurs. We evaluate the counterparty credit risk as part of our bidding process, our project risk review process and in determining the appropriate level of reserves during project execution. We maintain reserves for potential credit losses and generally such losses have been minimal and within management's estimates.

We have cash and marketable securities on deposit with major banks throughout the world. Such deposits are placed with high quality institutions and the amounts invested in any single institution are limited to the extent possible in order to minimize concentration of counterparty credit risk.

Our counterparties for derivatives are large financial institutions selected based on profitability, strength of balance sheet, credit ratings and capacity for timely payment of financial commitments. There are no significant concentrations of credit risk with any individual counterparty related to our derivative contracts.

We monitor the credit quality of our counterparties and establish reserves for any significant credit risk losses.

Stock-Based Compensation

Generally, our annual grant of stock-based awards to employees are made on a broad basis in the first quarter and to our Board of Directors in the second quarter. Our stock plans provide for grants of performance-based award units, RSUs and nonqualified or incentive stock options. Grants of performance-based units awarded to Section 16 officers, RSUs and stock options can only be settled in company stock and are accounted for as equity awards.

All expense under stock-based awards is recognized based on the fair values of the awards. The grant date fair value of performance-based award units is determined by adjusting the closing price of our common stock on the date of grant for the effect of market conditions. The fair value of grants of RSUs is determined using the closing price of our common stock on the date of grant. Stock option awards have exercise prices equal to the grant date market price of our stock. Stock-based compensation expense is generally recognized over the required service period, or over a shorter period when the grantee is or becomes retirement eligible.

We also grant SGI awards and performance-based awards to non-Section 16 executives which are settled in cash. These awards are classified as liabilities and remeasured at fair value through expense at the end of each reporting period until the awards are settled.

Leases

We recognize right-of-use assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

Our right-of use assets and lease liabilities primarily relate to office facilities, equipment used in connection with long-term construction contracts and other personal property. Certain of our facility and equipment leases include one or more options to renew, with renewal terms that can extend the lease term up to 10 years. The exercise of lease renewal options is at our discretion. Renewal periods are included in the expected lease term if we are reasonably certain we will exercise them. Certain leases also include options to purchase the leased property. None of our lease agreements contain material residual value guarantees or material restrictions or covenants.

Long-term leases (leases with terms greater than 12 months) are recorded as liabilities at the present value of the minimum lease payments not yet paid. We use our incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Certain lease contracts contain nonlease components such as maintenance, utilities, fuel and operator services. We recognize both the lease component and nonlease components as a single lease component for all right-of-use assets.

Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The majority of our short-term leases relate to equipment used on construction projects. We enter into these leases at periodic rental rates for an unspecified duration and typically have a termination-for-convenience provision.

  1. Recent Accounting Pronouncements

In 2024, we adopted ASU 2023-07, which addresses significant segment expenses and other items such as the title of our CODM. The adoption of this ASU did not have any impact on our consolidated results.

During 2023, the FASB 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 ventures formed on or after January 1, 2025. We do not expect this ASU will have a material impact on our financial statements.

During 2023, the FASB issued ASU 2023-09, which requires us to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes and to provide more details in our rate reconciliation about items that meet a quantitative threshold. ASU 2023-09 is effective for annual reporting beginning in 2025. We are currently evaluating the impact this ASU will have on our financial statements, but do not expect it to have any impact to our consolidated results.

During 2024, the FASB issued ASU 2024-03 on the disaggregation of income statement expenses or "DISE." This ASU requires additional footnote disclosure of the details of certain income statement expense line items, without changing amounts reported on the consolidated income statement. ASU 2024-03 is first effective for our annual reporting for 2027 and for our quarterly reporting beginning in 2028. We do not expect this ASU to have any impact on our consolidated results.

In October 2024, the FASB issued a proposed ASU to make targeted improvements to the guidance on internal use software to address specific issues raised by stakeholders. The proposed ASU will require entities to use judgment in evaluating when to recognize software costs. A final ASU is expected to be issued in 2025.

  1. Earnings Per Share
Year Ended December 31,
(in millions, except per share amounts)202420232022
Net earnings attributable to Fluor$2,145$139$145
Less: Dividends on CPS—2939
Less: Make-whole payment on conversion of CPS—27—
Net earnings available to Fluor common stockholders$2,145$83$106
Weighted average common shares outstanding172150142
Dilutive effect:
CPS———
Performance-based award units, RSUs and stock options233
Convertible debt (1)———
Weighted average diluted shares outstanding174153145
Basic EPS available to Fluor common stockholders$12.48$0.55$0.75
Diluted EPS available to Fluor common stockholders$12.30$0.54$0.73
Anti-dilutive securities not included in shares outstanding:
CPS—2027
Performance-based award units, RSUs and stock options123
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 has 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 2024, the weighted average price of our common stock exceeded $45.37 resulting in the addition of 575,000 shares to diluted shares outstanding. During 2023, the weighted average price of our common stock was below 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.

  1. Operating Information by Segment and Geographic Area
Year Ended December 31,
(in millions)202420232022
Revenue
Urban Solutions$7,239$5,262$4,373
Energy Solutions5,9766,3075,872
Mission Solutions2,5942,6552,289
Other5061,2501,210
Total revenue$16,315$15,474$13,744
Cost of revenue
Urban Solutions$(6,931)$(4,978)$(4,407)
Energy Solutions(5,715)(5,942)(5,573)
Mission Solutions(2,427)(2,525)(2,141)
Other(668)(1,552)(1,268)
Total cost of revenue$(15,741)$(14,997)$(13,389)
Segment profit (loss)
Urban Solutions$304$268$17
Energy Solutions256381301
Mission Solutions153116136
Other(78)(228)(27)
Total segment profit$635$537$427
G&A(203)(232)(237)
Impairment——24
Gain (loss) on pension settlement——42
Foreign currency gain (loss)92(98)25
Interest income (expense), net15016835
Earnings (loss) attributable to NCI(61)(60)(72)
Earnings before taxes$613$315$244
Depreciation (all but Corporate included in segment profit)
Urban Solutions$27$10$9
Energy Solutions24——
Mission Solutions533
Other81918
Corporate94243
Total depreciation$73$74$73
Capital expenditures
Urban Solutions$21$20$14
Energy Solutions———
Mission Solutions344
Other61521
Corporate1346736
Total capital expenditures$164$106$75
(in millions)December 31, 2024December 31, 2023
Total assets
Urban Solutions$1,472$1,211
Energy Solutions7291,053
Mission Solutions734577
Other2,338509
Corporate3,8703,623
Total assets$9,143$6,973
Goodwill
Urban Solutions$129$129
Energy Solutions1313
Mission Solutions5858
Other—6
Total goodwill$199$206

Urban Solutions. Segment profit increased in 2024 due to the ramp up of several recently awarded projects, partially offset by cost growth on an infrastructure project. Segment profit in 2024 included an agreement to the terms of a change order on a legacy infrastructure project compared to a $59 million (or $0.34 per share) charge for rework associated with subcontractor design errors and related schedule impacts on the same project during 2023. Further, segment profit in 2023 included the favorable settlement of a claim on an international bridge project.

Energy Solutions. The revenue of 2 customers each amounted to 10% of our consolidated revenue during 2023. The revenue of a single customer amounted to 14% of our consolidated revenue during 2022.

Segment profit declined in 2024 primarily due to the initial recognition of inflation-adjusted variable consideration on certain downstream projects during 2023. Segment profit in 2024 was also impacted by cost growth related to schedule delays and reduced productivity on 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. Further, cost growth on a construction-only subcontract executed by our joint venture in Mexico resulted in charges totaling $66 million (or $0.26 per share) during 2024. The decrease in segment profit during 2024 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 $91 million (or $0.53 per share) for cost growth on the now-completed project during 2023. Segment profit in 2024 also included gains of $47 million on embedded foreign currency derivatives compared to a loss of $17 million in 2023.

Mission Solutions. Revenue from work performed for various agencies of the U.S. government amounted to 16%,9% and 16% of our consolidated revenue during 2024, 2023 and 2022, respectively.

Segment profit and profit margin significantly improved during 2024 which reflected a $30 million (or $0.17 per share) charge for cost growth associated with schedule delays on a weapons facility project during 2023 that is now complete. The increase in segment profit and profit margin in 2024 was further driven by an increase in execution activities on a DOE contract partially offset by the cancellation of a project in 2023.

Other. Other includes the operations of NuScale prior to deconsolidation and the operations of the remaining Stork and AMECO business prior to their sale. Segment profit (loss) follows:

YEAR ENDED DECEMBER 31,
(in millions)202420232022
NuScale$(100)$(106)$(73)
Stork23(55)45
AMECO(1)(67)1
Segment profit (loss)(78)$(228)$(27)

Beginning in October 2024, based principally on their equity sales, we no longer met the criteria to consolidate NuScale. As a consequence, their results for all periods prior to October 2024 were consolidated, but we deconsolidated NuScale after that date and recognized a pre-tax gain of $1.6 billion in the fourth quarter of 2024, based on a stock price of $13.15 for our 126 million shares. 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 an additional pre-tax gain of $604 million for the fourth quarter of 2024. These fair value changes are not included in segment profit.

In December 2023, we sold the Stork business in Latin America, largely for the assumption of debt by the purchaser. We recognized a $93 million negative earnings impact on sale, including $31 million of cash transferred to the buyer and $33 million associated with foreign currency translation.

During March 2024, 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.

During April 2024, we also entered into a definitive agreement to sell Stork's U.K. operations, which we completed in the first quarter of 2025. The sale did not meet the requirements for discontinued operations as of December 31, 2024 and will not have a material impact on the financial statements.

During December 2024, we completed the sale of Stork's operations in the Middle East. After completion of the wind down of immaterial operations in Trinidad and Tobago, expected in the first quarter of 2025, the Stork divestiture will be complete.

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 in 2023. Previous AMECO divestitures included assets in Africa, the Caribbean, Mexico and North America. Upon the sale of AMECO South America in 2023, we recognized a negative earnings impact of $60 million, including $35 million associated with foreign currency translation.

Operating Information by Geographic Area

Revenue by project locationYear Ended December 31, · Total AssetsAs of December 31,
(in millions)20242023202220242023
North America$11,089$10,514$8,819$7,459$5,034
Asia Pacific (includes Australia)1,8371,7441,138710686
Europe2,6892,2682,240568724
Central and South America4847411,338133175
Middle East and Africa216207209273354
Total$16,315$15,474$13,744$9,143$6,973
  1. Income Taxes

The components of income tax expense (benefit) recognized in continuing operations are as follows:

Year Ended December 31,
(in millions)202420232022
Current:
Federal$(10)$(3)$1
Foreign214240148
State and local13125
Total current217249154
Deferred:
Federal326——
Foreign19(13)17
State and local72——
Total deferred417(13)17
Total income tax expense$634$236$171

A reconciliation of U.S. statutory federal tax expense to total income tax expense follows:

Year Ended December 31,
(in millions)202420232022
U.S. statutory federal tax expense (includes equity method earnings)$571$66$51
Increase (decrease) in taxes resulting from:
State and local income taxes666—
Goodwill Impairment——10
Sale of foreign subsidiaries—(10)—
NCI131315
Foreign tax differential, net5348(106)
Valuation allowance, net(97)122194
Other, net28(9)7
Total income tax expense$634$236$171

Deferred taxes reflect the tax effects of differences between the amounts recorded as assets and liabilities for financial reporting purposes and the amounts recognized for income tax purposes. The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows:

December 31,
(in millions)20242023
Deferred tax assets:
Accrued liabilities not currently deductible:
Employee compensation and benefits$98$105
Project and non-project reserves5020
Revenue recognition4451
Net operating loss carryforward362399
Tax basis of investment in excess of book basis, net135156
U.S. foreign tax credit carryforward663611
AOCI2942
Other9264
Total deferred tax assets1,4731,448
Valuation allowance(1,241)(1,340)
Deferred tax assets, net$232$108
Deferred tax liabilities:
Book basis of property and equipment in excess of tax basis(52)(19)
Book basis of investments in excess of tax basis(546)(33)
Dividend withholding on unremitted foreign earnings(59)(60)
Other(13)(15)
Total deferred tax liabilities(670)(127)
Deferred tax liabilities, net of deferred tax assets$(438)$(19)

As of December 31, 2024, we are indefinitely reinvested only with respect to unremitted earnings required to meet our working capital and long-term investment needs in the foreign jurisdictions where we operate. Beyond those limits, we expect current earnings to be available for distribution. Deferred tax liabilities of approximately $26 million have not been recorded with respect to unremitted earnings that are considered indefinitely reinvested, primarily associated with foreign withholding and income taxes that would be due upon remittance. We have no intention of initiating any actions that would lead to taxation of the earnings deemed indefinitely reinvested.

As of December 31, 2024, tax credit carryforwards and tax loss carryforwards are as follows:

(in millions)Federal FTCState NOLsForeign NOLs
Expiration periods:
2025-2029$266$4$28
2030-203431711765
2035-2044792182
Indefinite—3241,207

During 2024 and 2023, we were in a 3-year cumulative loss on a jurisdictional basis in the Netherlands and the U.K. Such cumulative loss constitutes significant negative evidence (with regards to future taxable income) for assessing likelihood of realization. We also considered positive evidence but concluded it did not outweigh this significant negative evidence of a 3-year cumulative loss. Accordingly, we recognized non-cash charges to tax benefit of $44 million and tax expense of $30 million against certain net foreign deferred tax assets during 2024 and 2023, respectively. In 2024, the U.S. is no longer in a cumulative loss position and we recognized a $2.2 billion deferred gain from the NuScale deconsolidation and remeasurement. For income tax purposes, we recognized $531 million U.S. net deferred tax liability. Accordingly, $153 million of the valuation allowances were released since we determined certain deferred tax assets can be realized by reduction of taxes payable on taxable income when the deferred NuScale gain will be recognized. However, we maintained the valuation allowance on U.S. federal foreign tax credits, capital loss carryforwards, and certain state net operating loss carryforwards due to our assessment indicating these assets likely will not be realized. In 2023, the U.S. was in a cumulative loss position and we recognized a non-cash charge of $92 million to record a valuation allowance against net U.S. deferred tax assets.

In the normal course of business, we are subject to examination by taxing authorities worldwide, including such major jurisdictions as Australia, Canada, Chile, the Netherlands, the United Kingdom, and the United States. Although we believe our reserves for our tax positions are reasonable, the outcome of tax audits could be materially different, both favorably and unfavorably. With a few exceptions, we are no longer subject to U.S. federal, state and local, or foreign income tax examinations for years before 2012.

A summary of unrecognized tax benefits follows:

(in millions)20242023
Balance at beginning of year$52$49
Change in tax positions of prior years153
Change in tax positions of current year——
Reduction in tax positions for statute expirations(1)—
Reduction in tax positions for audit settlements(33)—
Balance at end of year$33$52

If recognized, the total amount of unrecognized tax benefits as of December 31, 2024 and 2023, would favorably impact the effective tax rates by $15 million and $36 million, respectively. We had $22 million and $20 million of accrued interest and penalties as of December 31, 2024 and 2023, respectively. We do not anticipate any significant changes to the unrecognized tax benefits within the next twelve months.

U.S. and foreign earnings (loss) before taxes are as follows:

Year Ended December 31,
(in millions)202420232022
United States$1,589$185$(465)
Foreign1,129130709
Total$2,718$315$244
  1. Supplemental Cash Flow Information

The changes in assets and liabilities included in operating cash flow follow:

Year Ended December 31,
(in millions)202420232022
(Increase) decrease in:
Accounts and notes receivable, net$90$(87)$22
Contract assets(227)(72)133
Other current assets159(12)192
Other assets40(111)159
Increase (decrease) in:
Accounts payable76218(175)
Contract liabilities109(120)(135)
Accrued liabilities3179(155)
Other liabilities69(9)(87)
Increase (decrease) in cash due to changes in assets and liabilities$347$(114)$(46)
Cash paid during the year for:
Interest$42$53$54
Income taxes (net of refunds)1316999
Noncash investing and financing activities:
Marketable securities transferred to trustee to discharge the 2024 Notes$—$262$—
Debt assumed by buyer of Stork Latin America—19—
  1. 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 $292 million and $307 million were included in other accrued liabilities as of December 31, 2024 and 2023, respectively, and consisted primarily of provision for anticipated losses on 2 legacy infrastructure projects. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in "Accounts and notes receivable, net" were $175 million and $174 million as of December 31, 2024 and 2023, respectively.

Variable Interest Entities

The aggregate carrying value of unconsolidated VIEs (classified under both "Investments" and "Other accrued liabilities") was a net asset of $2.4 billion and $91 million as of December 31, 2024 and 2023, respectively. Some of our VIEs have debt; however, such debt is typically non-recourse to us. 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 December 31, 2024 for the unconsolidated VIEs were $48 million.

We are required to consolidate certain VIEs. Assets and liabilities associated with the operations of our consolidated VIEs are presented on our 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.

  1. Guarantees

In the ordinary course of business, we enter into various agreements providing performance assurances and guarantees to our clients on behalf of certain unconsolidated and consolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support project execution commitments. Performance guarantees have various expiration dates ranging from mechanical completion to a period extending beyond contract completion. 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 December 31, 2024. 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 payable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims. The performance guarantees obligation wasnot material as of December 31, 2024 and 2023.

In certain limited circumstances, financial guarantees are entered into with financial institutions and other credit grantors and generally obligate us to make payment in the event of a default by the borrower. These arrangements generally require the borrower to pledge collateral to support the fulfillment of the borrower's obligation.

  1. Contingencies and Commitments

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.

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 3 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 onone 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 approximately AUD $790 million excluding interest and costs. 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 and reserved its decision. Pursuant to an application by Santos to adopt the Panel’s report, the Court then held an adoption hearing in February and March 2024 at which Fluor contended 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. The Court also reserved its decision at the close of the adoption hearing. We await the Court’s decisions on Fluor’s application to set aside the reference and Santos’s application to adopt the Panel’s report.

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 for an extension of the NTTA’s President George Bush Turnpike highway (“Project”), which was completed 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 in relation to retaining walls along the Project. In November 2024, the jury issued a $280 million verdict in favor of NTTA. The NTTA has moved to enter the verdict as a judgment which could include pre-judgment interest for a currently indeterminable amount. PLC has opposed the NTTA’s motion and the court has not yet issued a decision on that motion. The Company believes that the jury verdict does not accurately reflect the evidence at trial and is evaluating all options to set aside or reduce the verdict and, if necessary, appeal any final judgment if and when the court enters a judgment. The designs in question were performed by subcontractors to PLC, and these subcontractors owe contractual duties to defend and indemnify PLC from liability arising from their work. Fluor believes that the subcontractors breached those duties, and Fluor and its joint venture partner are vigorously pursuing these rights against them. Separately, the Company believes that it is entitled to coverage for its ultimate share of any residual liability for this matter under its professional liability insurance, subject to self-insured retention and other customary policy terms. The applicable accounting standards require the jury verdict to be measured independently from the expected and entitled recoveries, which resulted in the recognition of a charge of $116 million within equity method earnings during the fourth quarter of 2024 but without any offsetting recovery for the indemnity duties owed to PLC by the subcontractors.

  1. Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:

December 31,
(in millions)20242023
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts$1,050$854
Contract work in progress - lump sum contracts88137
Contract assets$1,138$991
Year Ended December 31,
20242023
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1$511$616

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 December 31, 2024 and 2023, we had recorded $773 million and $531 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 $23 million and $24 million of back charges that may be disputed as of December 31, 2024 and 2023.

  1. Remaining Unsatisfied Performance Obligations

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

(in millions)December 31, 2024
Within 1 year$15,917
1 to 2 years7,111
Thereafter3,256
Total RUPO$26,284
  1. Debt and Letters of Credit

Debt consisted of the following:

December 31,
(in millions)20242023
Borrowings under credit facility$—$—
Senior Notes
2028 Notes (4.250% Senior Notes)$543$600
Unamortized discount and deferred financing costs(2)(3)
2029 Notes (1.125% Convertible Senior Notes)575575
Unamortized deferred financing costs(12)(14)
Total debt$1,104$1,158

Credit Facility

As of December 31, 2024, letters of credit totaling $483 million were outstanding under our $1.8 billion credit facility, which was amended in February 2025 to increase the facility to $2.2 billion and extend the maturity to February 2028. The prior and amended 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. 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, or GBP, bear interest at a base rate, plus an applicable borrowing margin. As of December 31, 2024, we had not made any borrowings under our credit line and maintained a borrowing capacity of $834 million.

Uncommitted Lines of Credit

As of December 31, 2024, letters of credit totaling $944 million were outstanding under uncommitted lines of credit.

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 5-business day period after any 5-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

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

In addition, holders may convert their 2029 Notes any time beginning in May 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 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 permanent reduction to APIC, and will not be subject to periodic remeasurement. 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.

2028 Notes

In August 2018, we issued $600 million of 4.250% Senior Notes due in September 2028 ("2028 Notes") and received proceeds of $595 million. Interest on the 2028 Notes is payable semi-annually in March and September. Prior to June 2028, we may redeem the 2028 Notes at a redemption price equal to 100% of the principal amount, plus a “make whole” premium described in the indenture. After June 2028, the 2028 Notes can be redeemed at par plus accrued interest. A change of control (as defined by the terms of the indenture) could require us to repay them at 101% of the principal amount, plus accrued interest. We are permitted to incur additional indebtedness if we are in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions. During 2024, we redeemed $57 million of aggregate outstanding 2028 Notes, with an immaterial earnings impact.

  1. 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. Upon conversion, all dividends on the CPS ceased.

  1. Fair Value Measurements

The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 — quoted prices in active markets for identical assets and liabilities

Level 2 — inputs other than quoted prices in active markets for identical assets and liabilities that are observable, either directly or indirectly

Level 3 — unobservable inputs

We perform procedures to verify the reasonableness of pricing information received from third parties for significant assets and liabilities classified as Level 2. The following table delineates assets and liabilities that are measured at fair value on a recurring basis:

December 31, 2024 · December 31, 2023
Fair Value HierarchyFair Value Hierarchy
(in millions)TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Investment in NuScale$2,266$2,266$—$—$—$—$—$—
Trading securities(1)1818——1212——
Derivative assets(2)
Foreign currency————6—6—
Commodity————1—1—
Liabilities:
SMR warrants(3)$—$—$—$—$12$6$6$—
Derivative liabilities(2)
Foreign currency1—1—3—3—
Commodity1—1—1—1—

(1)Consists of registered money market funds and an equity index fund held in deferred compensation trusts. These investments represent the net asset value at the close of business of the period based on the last trade or official close of an active market or exchange.

(2)Foreign currency and commodity derivatives are estimated using pricing models with market-based inputs, which take into account the present value of estimated future cash flows.

(3)The SMR warrant liabilities in 2023 are comprised of public and private placement warrants redeemable by SMR under certain conditions, both measured using the price of the public warrants. The private placement warrants are not publicly traded and are classified as Level 2 measurements while the public warrants are classified as Level 1.

The following summarizes information about financial instruments that are not required to be measured at fair value:

December 31, 2024 · December 31, 2023
(in millions)Fair Value HierarchyCarrying ValueFair ValueCarrying ValueFair Value
Assets:
Cash(1)Level 1$1,613$1,613$1,357$1,357
Cash equivalents(2)Level 21,2161,2161,1621,162
Marketable securities(2)Level 21301306969
Notes receivable, including noncurrent portion(3)Level 39999
Liabilities:
2028 Senior Notes(4)Level 2$541$517$597$573
2029 Senior Notes(4)Level 2563725561626

(1)Cash consists of bank deposits. Carrying amounts approximate fair value.

(2)Cash equivalents and marketable securities primarily consist of time deposits. Carrying amounts approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value.

(3)Notes receivable are carried at net realizable value which approximates fair value. Factors considered in determining the fair value include the credit worthiness of the borrower, current interest rates, the term of the note and any collateral pledged as security. Notes receivable are periodically assessed for impairment.

(4)The fair value of the Senior Notes was estimated based on quoted market prices and Level 2 inputs.

  1. Stock-Based Compensation

Equity Awards

Stock-based compensation expense for equity awards totaled $31 million, $48 million and $19 million during 2024, 2023 and 2022, respectively, with no associated tax benefits. This stock-based compensation primarily related to performance-based award units awarded to our Section 16 officers and also included the amortization of RSU and stock option awards that were not significant.

Performance-based award units totaling 272,844,274,755 and 426,957 were awarded to Section 16 officers on the day of award during 2024, 2023 and 2022, respectively. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter.

For awards granted under the 2024 and 2023 performance plans,80% of the award is earned based on achievement of earnings before tax targets over three 1-year periods and 20% of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. Awards granted under the 2022 performance plan are earned based on achievement of EPS and return on invested capital goals over three 1-year periods, and earned or modified based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. The performance component of the 2024 and 2023 awards is deemed granted when targets are set while the TSR component of these awards is deemed granted upon issuance. During the first quarter of 2024, the following units were granted based upon the establishment of performance targets:

Performance-based Award Units Granted in 2024WeightedAverageGrant DateFair ValuePer Share
2024 Performance Award Plan127,332$41.46
2023 Performance Award Plan73,271$42.09
2022 Performance Award Plan113,856$42.09

For awards granted under the 2024, 2023 and 2022 performance award plans, the number of units are adjusted at the end of each performance period based on attainment of certain performance targets and on market conditions, pursuant to the terms of the award agreements. As of December 31, 2024, there were 218,783 shares associated with performance awards that had been awarded to employees, but which are not deemed granted due to the underlying performance targets having not yet been established.

Liability Awards

We grant SGI awards in the form of stock units, determined by dividing the target amount by the closing price of our common stock at the grant date. Each stock unit represents the right to receive cash equal to the value of 1 share of our common stock upon vesting. SGI awards granted to executives vest and become payable at a rate of 1/3 of the total award each year. Performance-based awards were awarded to non-Section 16 executives and will be settled in cash.

Location in Statement of Operations · December 31,
Compensation Expense (in millions) · 2024 · 2023 · 2022
SGI awardsG&A$30$34$54
Performance-based awards for non-Section 16 executivesG&A142114
Liabilities (in millions)Location on Balance SheetDecember 31, 2024December 31, 2023
SGI awardsAccrued salaries, wages and benefits andOther noncurrent liabilities$51$58
Performance-based awards for non-Section 16 executivesAccrued salaries, wages and benefits andOther noncurrent liabilities3029
  1. Retirement Plans

DC Plans

Domestic and international DC plans are available to eligible salaried and craft employees. Company contributions to DC plans are based on an employee's eligible compensation and participation rate. We recognized expense of $145 million, $143 million and $129 million in 2024, 2023 and 2022, respectively.

DB Plans

We have no material DB plans. During 2022, we recognized a $42 million gain on pension settlement upon the completion of compensation and other items associated with our largest DB plan, which provided retirement benefits to certain employees in the Netherlands, which was terminated in December 2021.

Multiemployer Pension Plans

We participate in multiemployer pension plans for unionized construction and maintenance craft employees. Company contributions are based on the hours worked by employees covered under various collective bargaining agreements and totaled $56 million, $75 million and $51 million during 2024, 2023 and 2022, respectively. Upon withdrawal from a multiemployer plan, we may have an obligation to make additional contributions for our share of any unfunded benefit obligation, but only if we do not meet the requirements of any applicable exemptions. The preceding information does not include amounts related to benefit plans applicable to employees associated with certain contracts with the U.S. Department of Energy because we are not responsible for the current or future funding of these plans.

  1. Other Noncurrent Liabilities

We have deferred compensation plans and other retirement arrangements for executives which generally provide for payments upon retirement, death or termination of employment. As of December 31, 2024 and 2023, the obligations related to these plans totaled $251 million and $256 million, respectively, within noncurrent liabilities. To fund these obligations, we have established non-qualified trusts, which are included in noncurrent assets. These trusts hold life insurance policies and marketable securities. These trusts were valued at $221 million and $241 million as of December 31, 2024 and 2023, respectively. Periodic changes in the value of these trust investments, most of which are unrealized, are recognized in earnings, and serve to mitigate changes to the obligations which are also reflected in earnings.

We maintain appropriate levels of insurance for business risks, including workers compensation and general liability. Insurance coverages contain various retention amounts for which we provide accruals based on the aggregate of the liability for reported claims and an actuarially determined estimated liability for claims incurred but not reported. As of December 31, 2024 and 2023, insurance liabilities of $68 million and $76 million, respectively, were included in noncurrent liabilities.

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