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What changed in FLUOR CORP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of FLUOR CORP's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+369 added−347 removedSource: 10-K (2025-02-18) vs 10-K (2024-02-20)

Top changes in FLUOR CORP's 2024 10-K

369 paragraphs added · 347 removed · 274 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

82 edited+27 added−25 removed24 unchanged
Biggest changeWe believe that maintaining a good mixture within our entire business portfolio permits us to both focus on our more stable business markets and to capitalize on cyclical or emerging markets when the timing is appropriate. Client Relationships. We actively pursue relationships with new clients while also building on our long-term relationships with existing clients.
Biggest changeWe offer services across a wide range of industries globally. This diversification helps mitigate the impact of market cyclicality and enables us to strive for more consistent growth. We believe that maintaining a balanced business portfolio allows us to focus on our more stable markets while capitalizing on cyclical or emerging markets when the timing is appropriate. Client Relationships.
We believe we are one of the few companies with the size, regional presence and experience to execute large scale mining and metals projects, regardless of location. In infrastructure, we support the development of infrastructure projects with a focus on state departments of transportation.
We believe we are one of the few companies with the size, regional presence and experience to execute large scale mining and metals projects, regardless of location. In infrastructure, we support the development of projects with a focus on state departments of transportation.
We provide a broad range of services including consulting, design, planning, financial structuring, engineering and construction and operation and maintenance services often delivered under joint ventures with other companies. Continuing urbanization and the replacement and expansion of aging infrastructure in North America continues to drive project opportunities.
We provide a broad range of services, including consulting, design, planning, financial structuring, engineering, construction and operation and maintenance services, often delivered under joint ventures with other companies. Continuing urbanization and the replacement and expansion of aging infrastructure in North America continues to drive project opportunities.
Item 1. Business Fluor is building a better world by applying world-class expertise in order to solve our clients' greatest challenges. We provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to our clients around the globe. Fluor Corporation was incorporated in Delaware in September 2000.
Item 1. Business Fluor is building a better world by applying our world-class expertise to solve our clients' greatest challenges. We provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to our clients around the globe. Fluor Corporation was incorporated in Delaware in September 2000.
They are not only what we believe, they are the foundation of how we achieve our purpose to build a better world. SAFETY INTEGRITY TEAMWORK EXCELLENCE We care for each other We do what is right We work better together We deliver solutions Living Safer Together SM promotes the well-being of all people, our communities and the environment.
They are not only what we believe, they are the foundation of how we achieve our purpose to build a better world. SAFETY INTEGRITY TEAMWORK EXCELLENCE We care for each other We do what is right We work better together We deliver solutions Safer Together SM promotes the well-being of all people, our communities and the environment.
Additionally, employees can access Fluor University, our online platform, where they select from a wide variety of self-paced, online, virtual and instructor-led training courses. Topics range from our internally developed courses focused on discipline-specific training, to commercially available technical learning and general knowledge topics, such as leadership, business acumen, communication and inclusive management.
Additionally, employees can access Fluor University, our online platform, where they select from a wide variety of self-paced, online, virtual and instructor-led training courses. Topics range from our internally developed courses focused on discipline-specific training, to commercially available technical learning and general knowledge topics, such as leadership, business acumen and communication.
In LNG and power, we have participated in a wide variety of LNG developments, including liquefaction, floating LNG facilities, mid-scale LNG solutions and regasification terminals. Our work in LNG includes feasibility studies, technology evaluations, process equipment optimization and selection, basic design, front-end engineering and design, detailed EPC and start-up assistance.
In LNG and power, we have participated in a wide range of LNG developments, including liquefaction, floating LNG facilities, mid-scale LNG solutions and regasification terminals. Our work in LNG includes feasibility studies, technology evaluations, process equipment optimization and selection, basic design, front-end engineering and design, detailed EPC and start-up assistance.
General Operations Our services fall into 6 broad categories and can range from basic consulting activities, often at the early stages of a project, to complete design-build, operations and maintenance contracts. • In engineering and design , we develop solutions to address our clients’ most complex problems.
General Operations Our services fall into 6 broad categories and can range from basic consulting activities, often at the early stages of a project, to complete design-build, operations and maintenance contracts. • In engineering and design , we develop solutions to address our clients’ most complex challenges.
We also serve the fertilizer industry and provide services in the downstream metals market. Our services include conceptual and feasibility studies through detailed EPC, commissioning and startup support. Many of our opportunities are being developed in remote and logistically challenging environments, such as the Andes Mountains, Western Australia and Africa.
We also serve the fertilizer industry and provide services in the downstream metals market. Our services include conceptual and feasibility studies through detailed EPC, commissioning and startup support. Many of our opportunities are in remote and logistically challenging environments, such as the Andes Mountains, Western Australia and Africa.
In our experience, whether in an office or at a jobsite, a safe environment decreases risks, provides for the well-being of all workers, enhances 3 Table of Contents morale, improves productivity, reduces project cost and generally improves client relationships. We believe that our commitment to safety is one of our most distinguishing features. Global Execution Platform.
In our experience, whether in an office or at a jobsite, a safe environment decreases risks, provides for the well-being of all workers, enhances morale, improves productivity, reduces project cost and generally improves client relationships. We believe that our safety culture is one of our most distinguishing features. 3 Table of Contents Global Execution Platform.
Another type of lump-sum contract is a unit price contract under which we are paid a set amount for every “unit” of work performed. If we perform well under any type of lump-sum contract, we can benefit from cost savings gained from the effects of our efficiencies.
Another type of lump-sum contract is a unit price contract under which we are paid a set amount for every “unit” of work performed. If we perform well under any type of lump-sum contract, we can benefit from 7 Table of Contents cost savings gained from the effects of our efficiencies.
Prior to that, he was Senior Vice President, Operations — Energy & Chemicals from 2019 to 2021, Senior Vice President, Global Business Development — Energy & Chemicals in 2019 and Senior Vice President, Operations in Europe, Africa and the Middle East — Energy & Chemicals from 2016 to 2019. Mr. Collins joined the company in 1994. David E. Constable Mr.
Prior to that, he was Senior Vice President, Operations — Energy & Chemicals from 2019 to 2021, Senior Vice President, Global Business Development — Energy & Chemicals in 2019 and Senior Vice President, Operations in Europe, Africa and the Middle East — Energy & Chemicals from 2016 to 2019. Mr. Collins joined the company in 1994.
In our Mission Solutions segment, key competitive factors are primarily centered on performance, qualified personnel and the ability to provide the design, engineering, planning, management and project execution skills required to complete complex projects in a safe, timely, cost-efficient and compliant manner.
In our Mission Solutions segment, key competitive factors are primarily centered on performance, qualified personnel with appropriate clearance credentials and the ability to provide the design, engineering, planning, management and project execution skills required to complete complex projects in a safe, timely, cost-efficient and compliant manner.
We are frequently designated as program manager, and serve as such in cases where the client has facilities in multiple locations, complex phases in a single project location, or a large-scale investment in one facility. • We offer operations and maintenance services intended to enhance the efficiency of or extend the life of our clients’ facilities.
We are frequently designated as program manager, and serve as such in cases where the client has facilities in multiple locations, complex phases in a single project location, or a large-scale investment in one facility. 4 Table of Contents • We offer operations and maintenance services designed to enhance the efficiency or extend the life of our clients’ facilities.
By leveraging internal and third-party capabilities in key regions of the world, we help our clients achieve cost and schedule savings by reducing on-site craft needs and shifting work to inherently safer and more controlled work environments.
By leveraging internal and third-party capabilities in key regions, we help clients achieve cost and schedule savings by reducing on-site craft needs and shifting work to inherently safer and more controlled work environments.
The fee may be an incentive fee based upon achieving certain performance factors, milestones or targets; it may be a fixed amount in the contract; or it may be based upon a percentage of the cost incurred. In some cases, reimbursable contracts may be converted into lump-sum contracts.
The fee may be an incentive fee based upon achieving certain performance factors, milestones or targets; it may be a fixed amount in the contract; or it may be based upon a percentage of the cost incurred. In some cases, reimbursable contracts may be converted into lump-sum contracts. Reimbursable contracts may include significant estimated amounts of CFM.
However, if the project does not proceed as originally planned, we may not be able to recover cost overruns, which may cause us to lose money. Guaranteed maximum price contracts are reimbursable contracts except that the total fee plus the total cost cannot exceed an agreed upon guaranteed maximum price.
However, if the project does not proceed as originally planned, we strive to develop timely change orders, but we may not be able to recover cost overruns, which may cause us to lose money. Guaranteed maximum price contracts are reimbursable contracts except that the total fee plus the total cost cannot exceed an agreed upon guaranteed maximum price.
As one of the larger publicly-traded EPC companies, we have a global footprint with employees located throughout the world. Our global presence enables us to build local relationships to capitalize on opportunities as well as mobilize quickly to project sites around the world and to draw on our local knowledge and talent pools.
As one of the larger publicly traded EPC companies, we have a global footprint with employees located throughout the world. Our global presence enables us to establish local relationships, capitalize on opportunities, and mobilize quickly to project sites, leveraging our local knowledge and talent pools.
Depending upon when a project converts from reimbursable to lump-sum, our risk may be lesser because we may hold greater insight into the details 7 Table of Contents of the project scope, engineering and schedule thereby reducing the number and character of the pricing assumptions in the agreed-upon lump-sum price.
Depending upon when a project converts from reimbursable to lump-sum, our risk may lessen because we may hold greater insight into the details of the project scope, engineering and schedule thereby reducing the number and character of the pricing assumptions in the agreed-upon lump-sum price.
Our engineering services range from traditional engineering disciplines such as piping, mechanical, electrical, control systems, civil, structural and architectural to advanced engineering specialties including process engineering, chemical engineering, simulation, integrated automation processes and interactive 3-D modeling.
Our engineering services encompass traditional engineering disciplines such as piping, mechanical, electrical, control systems, civil, structural and architectural, as well as advanced engineering specialties including process engineering, chemical engineering, simulation, integrated automation processes and interactive 3-D modeling.
This may include the delivery of services to include facility management, technical facility operations, plant readiness, commissioning, start-up and maintenance technology, small capital projects, turnaround and outage services and recapitalization of facilities and infrastructure.
These services may include facility management, technical facility operations, plant readiness, commissioning, start-up and maintenance technology, small capital projects, turnaround and outage services and recapitalization of facilities and infrastructure.
We further believe that any reserves associated with future environmental costs are adequate and that any future costs will not have a material 8 Table of Contents effect on our financial position or future results of operations. Some factors, however, could result in the recognition of additional expense.
We believe that we are compliant with environmental, health and safety laws and regulations. We further believe that any reserves associated with future environmental costs are adequate and that any future costs will not have a material effect on our financial position or future results of operations. Some factors, however, could result in the recognition of additional expense.
Our sustainability charter is to conduct business with social, economic and environmental responsibility. Sustainability is integrated into our business practices, and our employees are engaged in delivery on our charter, enabling us to build and sustain the global community and provide value for our stakeholders.
Sustainability is integrated into our business practices, and our employees are engaged in delivery on our charter, enabling us to build and sustain the global community and provide value for our stakeholders.
We regularly form strategic alliances with local partners, leverage our supply chain expertise and emphasize local training programs. We also provide around-the-clock services from our distributed execution centers on a cost-efficient basis. Excellence in Execution.
We regularly form strategic alliances with local partners, utilize our supply chain expertise, and emphasize local training programs. We also provide high quality services from our distributed execution centers on a cost-efficient basis. Excellence in Execution.
We have employees in the following regions: Region % of Global Workforce North America 48 % Europe, Africa and Middle East 29 % Central and South America 5 % Asia Pacific (includes Australia) 18 % Health and Safety Safety is one of our core values.
We have employees in the following regions: Region % of Global Workforce North America 52 % Europe, Africa and Middle East 24 % Central and South America 4 % Asia Pacific (includes Australia) 20 % Health and Safety Safety is one of our core values.
We operate our business through 3 principal segments: Energy Solutions, Urban Solutions and Mission Solutions. We also have a smaller Other segment.
We operate our business through 3 principal segments: Urban Solutions, Energy Solutions and Mission Solutions. We also have smaller operations which we report as our Other segment.
Among other things, we can provide key management, staffing and management skills to clients on-site at their facilities. • We also provide a variety of fabrication and modularization services, including integrated engineering and modular fabrication and assembly, as well as modular construction and asset support services to clients around the globe from our joint ventures.
Additionally, we can provide key management, staffing and management skills to clients on-site at their facilities. • We also offer a variety of fabrication and modularization services, including integrated engineering and modular fabrication and assembly, as well as modular construction and asset support services to clients through our joint ventures.
Our 2023 safety performance, calculated in accordance with OSHA record keeping requirements, resulted in a total case incident rate of 0.29, which outperformed our goal of less than 0.38 an d was well below comparable industry benchmarks.
Our 2024 safety performance, calculated in accordance with U.S. Occupational Safety and Health Administration (OSHA) record keeping requirements, resulted in a total case incident rate of 0.31, which outperformed our goal of less than 0.38 an d was well below comparable industry benchmarks.
As of December 31, 2023, the following table summarizes contract type within our ending backlog: December 31, December 31, (in millions) 2023 2022 Reimbursable $ 22,302 76 % $ 16,500 63 % Lump-Sum and Guaranteed Maximum 7,139 24 % 9,549 37 % In accordance with industry practice, most of our contracts are subject to termination at the discretion of our client.
As of December 31, 2024, the following table summarizes contract type within our ending backlog: December 31, December 31, (in millions) 2024 2023 Reimbursable $ 22,589 79 % $ 22,302 76 % Lump-Sum and Guaranteed Maximum 5,895 21 % 7,139 24 % In accordance with industry practice, most of our contracts are subject to termination at the discretion of our client.
Through our design solutions, we can provide clients with varied offerings which can include front-end engineering, conceptual design, estimating, feasibility studies, permitting, process simulation, technology and licensing evaluation, scope definition and siting. • Project management involves managing all aspects of the effort to deliver projects on schedule and within budget, and is critical on every project.
Through our design solutions, we offer a range of services including front-end engineering, conceptual design, estimating, feasibility studies, permitting, process simulation, technology and licensing evaluation, scope definition and siting. • Project management involves managing all aspects of the effort to deliver projects on schedule and within budget, and is critical on every project.
Strategic Priorities Since January 2021, we have been guided by 4 strategic priorities for driving value creation for our shareholders: • Drive growth across our portfolio , by diversifying markets outside of the traditional oil and gas sector, including energy transition, advanced technology and life sciences, high-demand metals, infrastructure and nuclear and civil, defense and intelligence for governments; • Pursue contracts with fair and balanced commercial terms , focusing on more favorable, risk-adjusted agreements that reward Fluor for delivering value to our clients; • Reinforce financial discipline , maintaining a solid balance sheet by generating predictable cash flow and earnings with right-sized cost structure; and • Foster a high-performance culture with purpose , through excellence in execution, which brings value to all our stakeholders, and by advancing our social agenda such as our inclusion efforts and environmental sustainability.
Strategic Priorities We are guided by 4 strategic priorities for driving value creation for our shareholders: • Drive growth across our portfolio , by diversifying into markets outside of the traditional oil and gas sector, including advanced technology and life sciences, high-demand metals, energy transition, infrastructure and nuclear and civil, defense and intelligence for governments; • Pursue contracts with fair and balanced commercial terms , focusing on more favorable, risk-adjusted agreements that reward Fluor for delivering value to our clients and better share certain execution risk more equitably; • Reinforce financial discipline , protecting our capital structure by generating predictable cash flow and earnings with right-sized cost structure; and • Foster a high-performance culture of project delivery , through excellence in execution, which brings value to all our stakeholders.
We have been very active for several decades in the chemicals and petrochemicals market, with major projects in the ethylene-based markets as well as in a variety of specialty chemicals. We are also active in battery chemicals projects and we execute projects to implement lower carbon solutions on existing and new chemical facilities.
We have been very active for several decades in the chemicals and petrochemicals market, with major projects in the ethylene-based markets and various specialty chemicals. We are also involved in battery chemicals projects and implementing lower carbon solutions on existing and new chemical facilities.
A large number of companies compete against us, including U.S.-based companies such as AECOM, Amentum Services, Inc., Bechtel Group, Inc., Black & Veatch, EMCOR Group, Inc., Jacobs Solutions, Inc., KBR, Inc., Kiewit Corporation, Granite Construction, Inc., Quanta Services, Inc. and V2X, Inc., and international-based companies such as ACS Actividades de Construccion y Servicios, Balfour Beatty plc, Chiyoda Corporation, Exyte GmbH, Hyundai Engineering & Construction Company, Ltd., JGC Corporation, McDermott International, Inc., Petrofac Limited, SNC-Lavalin Group, Inc., Samsung Engineering, Stantec Inc., Technip Energies N.V., Wood Group plc, and WorleyParsons Limited.
A large number of companies compete against us, including U.S.-based companies such as AECOM, Amentum Services, Inc., Bechtel Group, Inc., Black & Veatch, Burns & McDonnell, BWXT Technologies, Inc., EMCOR Group, Inc., Jacobs Solutions, Inc., KBR, Inc., Kiewit Corporation, Parsons Corporation, Turner Construction Company, V2X, Inc. and Zachry Group, and international-based companies such as ACS Actividades de Construccion y Servicios, Balfour Beatty plc, Chiyoda Corporation, Exyte GmbH, Hatch Ltd., JGC Corporation, Petrofac Limited, AtkinsRéalis, Technip Energies N.V., Wood Group plc, and WorleyParsons Limited.
We also use our investor relations website as a channel of distribution for important company information. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for e-mail alerts and RSS feeds.
These reports, and any amendments to them, are also available at the SEC's website, www.sec.gov . We also use our investor relations website as a channel of distribution for important company information. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for e-mail alerts and RSS feeds.
In mining and metals, we provide a full range of services to our clients who produce a variety of commodities, including copper, iron ore, bauxite, alumina, aluminum, steel, diamond, gold, phosphates and rare earth minerals. We support our clients as they meet the growing demand for copper and battery metals, including lithium, platinum and nickel.
In mining and metals, we provide a comprehensive range of services to clients producing various commodities, including copper, lithium, rare earth minerals, iron ore, bauxite, alumina, aluminum, steel, diamond, gold and fertilizers. We support clients in meeting the growing demand for copper and battery metals, including lithium, platinum and nickel.
We believe that our ability to execute, maintain and manage complex projects , large or small and often in geographically challenging locations, gives us a distinct competitive advantage. We strive to complete our projects meeting or exceeding all client specifications.
We believe that our ability to execute, maintain and manage complex projects , large or small and often in geographically challenging locations, gives us a distinct competitive advantage. We strive to complete our projects meeting or exceeding all client specifications. We have continued to improve our data-driven execution, which has enhanced our ability to meet our clients' needs. Market Diversity.
Brennan 56 Executive Vice President and Chief Financial Officer James R. Breuer 55 Group President, Energy Solutions Alvin C. Collins III 50 Group President, Corporate Development and Sustainability David E. Constable 62 Chairman and Chief Executive Officer Thomas P. D'Agostino 65 Group President, Mission Solutions Stacy L. Dillow 50 Executive Vice President and Chief Human Resources Officer Mark E.
Alexander 55 Group President, Energy Solutions Joseph L. Brennan 57 Executive Vice President and Chief Financial Officer James R. Breuer 56 Chief Operating Officer Alvin C. Collins III 51 Group President, Corporate Development and Sustainability David E. Constable 63 Chairman and Chief Executive Officer Thomas P. D'Agostino 66 Group President, Mission Solutions Stacy L.
Development Opportunities One of our top priorities is to provide ongoing training and development for our employees through multiple avenues. In 2023, we extended our catalog of leadership development offerings and methods of delivery. This included delivery of critical learning opportunities to our executives, project execution and functional employees based in offices, remote locations and project field assignments.
In 2024, we extended our catalog of leadership development offerings and methods of delivery. This included delivery of critical learning opportunities to our executives, project execution and functional employees based in offices, remote locations and project field assignments.
The segment's staffing services are often provided through TRS Staffing Solutions®, a global staffing specialist that provides us and third-party clients with technical, professional and craft resources either on a contract or permanent placement basis. We provide operations, maintenance and reliability services, primarily in North America, through Plant & Facility Services.
The segment's staffing services are often provided through TRS Staffing Solutions®, a global staffing specialist that supplies us and third-party clients with technical, professional and craft resources either on a contract or more permanent placement basis.
As energy and chemicals projects have become more challenging geographically, geopolitically or otherwise, we believe that clients will continue to look to us to manage such complex projects to draw upon our size, strength, global reach, experience, technical expertise and proven track record. Our role can vary with each specific project.
As energy and chemicals projects have become more geographically and geopolitically complex, we believe clients will continue to rely on us to manage these projects, leveraging our size, strength, global reach, experience, technical expertise and proven track record. Our role varies with each project.
Our profit may be in the form of a fee, a simple markup applied to labor cost incurred in performing the contract, or a combination of the two. The fee element may also vary.
Under reimbursable contracts, the client reimburses us based upon negotiated rates and fees. Our profit may be in the form of a fee, a simple markup applied to labor cost incurred in performing the contract, or a combination of the two. The fee element may also vary.
Available Information Our website address is www.fluor.com , where we provide free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the “Investor Relations” section. These reports, and any amendments to them, are also available at the SEC's website, www.s ec.gov.
Available Information Our website address is www.fluor.com , where we provide free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the “Investor Relations” section as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
Constable was appointed Chairman of the Board in May 2022. Thomas P. D'Agostino Mr. D'Agostino has been Group President, Mission Solutions since January 2021. Prior to that, he was Group President, Government from 2017 to 2021. Mr. D'Agostino joined the company in 2013. Stacy L. Dillow Ms. Dillow has been Executive Vice President and Chief Human Resources Officer since 2019.
Constable will cease to serve as Chief Executive Officer effective May 1, 2025. He will continue to serve as Executive Chairman of the Board. Thomas P. D'Agostino Mr. D'Agostino has been Group President, Mission Solutions since January 2021. Prior to that, he was Group President, Government from 2017 to 2021. Mr. D'Agostino joined the company in 2013.
We deliver solutions for nuclear security and operations, nuclear waste management and laboratory management. Additionally, we are an industry leader in nuclear remediation at governmental facilities providing site management, environmental remediation, and decommissioning of facilities and have been successful in addressing environmental and regulatory challenges associated with nuclear sites. We also provide services to commercial nuclear clients.
Additionally, we are an industry leader in nuclear remediation at governmental facilities providing site management, environmental remediation, and decommissioning of facilities, successfully addressing environmental and regulatory challenges associated with nuclear sites. We also provide services to commercial nuclear clients. In civil services, we are a partner to FEMA for disaster recovery and emergency response.
Constable has been Chief Executive Officer since January 2021, after serving as a member of Fluor's Board of Directors since 2019. He previously served as Chief Executive Officer (from 2011) and Chief Executive Officer and President (from 2014) of Sasol Ltd., an integrated energy and chemical company, until 2016. Mr. Constable first joined the company in 1982. Mr.
He previously served as Chief Executive Officer (from 2011) and Chief Executive Officer and President (from 2014) of Sasol Ltd., an integrated energy and chemical company, until 2016. Mr. Constable first joined the company in 1982. Mr. Constable was appointed Chairman of the Board in May 2022. Mr.
Brennan joined the company in 1991. James R. Breuer Mr. Breuer has been Group President, Energy Solutions since January 2021. Prior to that, he was President, Downstream — Energy & Chemicals from 2019 to 2021, Vice President and General Manager, South America — Mining & Metals from 2017 to 2019. Mr. Breuer joined the company in 1993. Alvin C.
Prior to that, he was Group President, Energy Solutions from 2021 to 2024, President, Downstream — Energy & Chemicals from 2019 to 2021 and Vice President and General Manager, South America — Mining & Metals from 2017 to 2019. Mr. Breuer joined the company in 1993. Effective May 1, 2025, Mr. Breuer will become our Chief Executive Officer. Alvin C.
We are also involved in offshore production facilities and in gas processing projects. In the downstream sector, our clients have been modernizing and modifying existing refineries to increase capacity, improve margins and reduce environmental impact. We are active in the repurposing of existing refining facilities for the production of renewable fuels.
In the upstream sector, our projects typically involve the production, processing and transporting of oil and gas, including infrastructure development for major new fields and pipelines. We are also involved in offshore production facilities and gas processing projects. In the downstream sector, our clients are modernizing and modifying existing refineries to increase capacity, improve margins and reduce environmental impact.
These activities can require us to manage, handle, remove, treat, transport and dispose of toxic, radioactive or hazardous substances, and are subject to many environmental, health and safety laws and regulations. We believe that we are compliant with all environmental, health and safety laws and regulations.
We also contract with governments to remediate hazardous materials, including chemical agents, as well as to decontaminate and decommission nuclear sites. These activities can require us to manage, handle, remove, treat, transport and dispose of toxic, radioactive or hazardous substances, and are subject to many environmental, health and safety laws and regulations.
Mission Solutions Mission Solutions provides high-end technical solutions to the U.S. and other governments. We believe the segment's nuclear and civil business holds a tier 1 position with differentiated expertise in managing complex national security missions across the Department of Energy and the National Nuclear Security Administration.
We believe the segment's nuclear and environmental business holds a tier 1 position with differentiated expertise in managing complex national security missions across the Department of Energy and the National Nuclear Security Administration. We deliver solutions for nuclear security and operations, nuclear waste management and laboratory management.
Fields 65 Group President, Project Execution Anthony Morgan 57 Group President, Urban Solutions John C. Regan 54 Executive Vice President, Controller and Chief Accounting Officer John R. Reynolds 67 Executive Vice President, Chief Legal Officer and Secretary _______________________________________________________________________________ (1) All references are to positions held with Fluor Corporation.
Dillow 51 Executive Vice President and Chief Human Resources Officer Mark E. Fields 66 Group President, Project Execution Kevin B. Hammonds 53 Executive Vice President and Chief Legal Officer Anthony Morgan 58 Group President, Urban Solutions John C. Regan 55 Executive Vice President, Controller and Chief Accounting Officer _______________________________________________________________________________ (1) All references are to positions held with Fluor Corporation.
Prior to that, he was Group President, Energy & Chemicals from 2019 to 2021, Senior Vice President, Energy & Chemicals Americas from 2017 to 2019. Mr. Fields joined the company in 1981. 11 Table of Contents Anthony Morgan Mr. Morgan has been Group President, Urban Solutions since January 2024.
Prior to that, he was Group President, Energy & Chemicals from 2019 to 2021 and Senior Vice President, Energy & Chemicals — Americas from 2017 to 2019. Mr. Fields joined the company in 1981. Kevin B. Hammonds Mr. Hammonds has been Executive Vice President and Chief Legal Officer since August 2024.
He was previously Executive Vice President and Chief Financial Officer of Alta Mesa Resources, Inc., an upstream exploration and production company, from 2019 to 2020. Mr. Regan is a Certified Public Accountant recognized by the State of Texas. John R. Reynolds Mr. Reynolds has been Executive Vice President and Chief Legal Officer since 2019 and Secretary since 2020.
Morgan joined the company in 1990. John C. Regan Mr. Regan has been Executive Vice President, Controller and Chief Accounting Officer since June 2020. He was previously Executive Vice President and Chief Financial Officer of Alta Mesa Resources, Inc., an upstream exploration and production company, from 2019 to 2020. Mr.
All officers serve in their respective capacities at the pleasure of the Board of Directors. Joseph L. Brennan Mr. Brennan has been Executive Vice President and Chief Financial Officer since July 2020. Prior to that, he was Senior Vice President and Operations Controller in 2020, Senior Vice President and Segment Controller — Energy & Chemicals from 2018 to 2020. Mr.
Brennan has been Executive Vice President and Chief Financial Officer since July 2020. Prior to that, he was Senior Vice President and Operations Controller in 2020, Senior Vice President and Segment Controller — Energy & Chemicals from 2018 to 2020. Mr. Brennan joined the company in 1991. Effective March 1, 2025, Mr.
We may be involved in providing front-end engineering, program management and final design services, construction management services, self-perform construction, or oversight of other contractors, and we may also assume responsibility for the procurement of materials, equipment and subcontractors.
We may provide front-end engineering, program management and final design services, construction management services, self-perform construction, or oversight of other contractors. We may also assume responsibility for procuring materials, equipment and subcontractors. We have the capacity to design, fabricate and construct new facilities, upgrade, optimize, modernize and expand existing facilities.
Other Matters Types of Contracts While the basic terms and conditions of the contracts that we perform may vary considerably, we typically perform our work under two broad types of contracts: (a) reimbursable contracts and (b) lump-sum or guaranteed maximum contracts. In some limited markets, we are seeing hybrid contracts containing both lump-sum and reimbursable elements.
After completing the wind down of the Trinidad and Tobago operations, Stork's divestiture will be complete. Other Matters Types of Contracts While the basic terms and conditions of the contracts that we perform may vary considerably, we typically perform our work under two broad types of contracts: (a) reimbursable contracts and (b) lump-sum or guaranteed maximum contracts.
In the power market, we provide a full range of services utilizing small modular reactor technologies, as well as conventional and advanced nuclear reactor technologies.
In the power market, we can provide a full range of services utilizing small modular and conventional nuclear reactor technologies, as well as solutions utilizing thermal power sources. Mission Solutions Mission Solutions provides high-end technical solutions to the U.S. and other governments.
The following summarizes our human capital information as of December 31, 2023: Number of Employees Salaried Employees 20,340 Craft and Hourly Employees 7,764 TRS Agency 2,083 Total 30,187 The number of craft and hourly employees can vary in relation to the number, size and phase of execution of our projects.
Human Capital The following summarizes our human capital information as of December 31, 2024: Number of Employees Salaried employees 19,296 Craft and hourly employees 5,617 TRS agency 1,953 Total 26,866 9 Table of Contents The number of craft and hourly employees can vary in relation to the number, size and phase of execution of our projects.
We are also focused on other transition markets, such as carbon capture and sequestration, blue and green hydrogen, ammonia and other low carbon solutions, as an increasing number of clients and countries implement stronger sustainable energy goals.
We are active in repurposing existing refining facilities for renewable fuel production and focusing on other transition markets, such as carbon capture and sequestration, blue and green hydrogen, ammonia and other low carbon solutions, as clients and countries implement sustainable energy goals.
We believe the ability to complete projects on a large-scale basis, especially where time to market is critical, enables us to better serve our clients and is a key competitive advantage.
We also specialize in providing validation and commissioning services, bringing new facilities online and extending the life or improving the capabilities of existing facilities. We believe our ability to complete large-scale projects, especially where time to market is critical, enables us to better serve our clients and is a key competitive advantage.
We planted 29,000 trees, including reconstituting a mangrove forest on the Philippines' coast, in addition to large scale, multi-year tree planting efforts on 4 continents. 10 Table of Contents Information about our Executive Officers The following information is being furnished with respect to our executive officers as of February 7, 2024: Name Age Position with the Company(1) Joseph L.
We provided 800,000 meals to the hungry. We planted 44,000 trees, including large scale, multi-year efforts in 4 countries. 10 Table of Contents Information about our Executive Officers The following information is being furnished with respect to our executive officers as of January 31, 2025: Name Age Position with the Company (1) Michael E.
In civil services, we are a partner to FEMA for disaster recovery and emergency response. In defense, we deliver operations and maintenance, global logistics, EPC, life support and operations of mission-critical facilities across U.S. military service organizations. We can rapidly mobilize people and equipment to deliver solutions across the globe and often in the harshest environments.
In our national security business, we deliver operations and maintenance, global logistics, EPC, life support and operations of mission-critical facilities across U.S. military service organizations. We can rapidly mobilize people and equipment to deliver solutions globally, often in harsh environments. We are capable of delivering solutions to our military clients irrespective of the location or the speed required.
Our clients draw upon our global sourcing and supply expertise, global purchasing power, technical knowledge, processes, systems and experienced global resources. Our procurement activities include strategic sourcing, material management, contracts management, buying, expediting, supplier quality inspection and logistics. • In construction , we mobilize, execute and commission projects on a self-perform and/or subcontracted basis.
Our procurement activities include strategic sourcing, material management, contracts management, buying, expediting, supplier quality inspection and logistics. • In construction , we mobilize, execute and commission projects on a self-perform and/or subcontracted basis. We are generally responsible for project completion, often in difficult locations and under challenging circumstances.
In 2023, we continued to make progress on our strategic priorities. 65% of our revenue in 2023 was from outside of our traditional oil and gas markets. As of December 31, 2023, 76% of our backlog is reimbursable.
In 2024, we made substantial progress on our strategic priorities. Notably, 78% of our revenue was derived from markets outside of our traditional oil and gas markets. As of December 31, 2024, 79% of our backlog is reimbursable. Our Core Values Our Core Values serve as our behavioral compass, guiding all of our actions.
Through our charitable partners and the volunteerism of our employees, we delivered nearly 1 million hours of STEM (science, technology, engineering and math) instruction and workforce development to 238,000 individuals to help develop the next-generation workforce. We provided 706,000 meals to the hungry.
We have longstanding global programs and local efforts tailored to the needs of the communities where we operate. Through our charitable partners and the volunteerism of our employees, we delivered more than 740,000 hours of STEM (science, technology, engineering and math) instruction and provided workforce development to 7,100 individuals to help inspire and prepare the next-generation workforce.
We believe that long-term relationships with existing clients serve us well by allowing us to better understand and be more responsive to their requirements. Regardless of whether our clients are new or have been with us for many decades, our ability to successfully foster relationships is a key strength. Risk Management.
We actively pursue relationships with new clients while also building on our long-term relationships with existing clients. We believe that long-term relationships with existing clients serve us well by allowing us to better understand and be more responsive to their requirements.
Prior to that, he was Vice President and Senior Managing General Counsel from 2017 to 2019. Mr. Reynolds joined the company in 1985.
Prior to that, he was Senior Vice President, Managing General Counsel from 2020 to 2024 and Vice President, General Counsel from 2014 to 2020. He joined the company in 1996. Anthony Morgan Mr. Morgan has been Group President, Urban Solutions since January 2024. Prior to that, he was President, Mining & Metals from 2017 to 2023. Mr.
Our experience spans a wide variety of market segments, including advanced materials, data centers, fast-moving consumer goods, food and beverage, semiconductors, smart batteries and specialty products. We specialize in designing projects that incorporate lean manufacturing concepts while also satisfying clients' sustainability goals.
For the advanced technologies and manufacturing market, we provide front-end engineering, program management and EPC services to a diverse range of companies globally. Our experience spans a wide variety of market segments, including advanced materials, data centers, semiconductors, smart batteries, fast-moving consumer goods, food and beverage and specialty products.
We believe we have the ability to assess, mitigate and manage project risk, especially in difficult locations or circumstances. We have an experienced management and execution team, and utilize a systematic and disciplined approach towards identifying, assessing and managing risks. We believe that our risk management approach helps us control costs and meet clients' schedules. Sustainability.
Our experienced management and execution team employs a systematic and disciplined approach to identifying, assessing and managing risks. We believe that this risk management approach helps us control costs and adhere to clients' schedules. Sustainability. Our sustainability charter is to conduct business with social, economic and environmental responsibility.
Business Segments Energy Solutions We are a partner in the production of safer, cleaner and sustainable solutions to meet the world's increasing energy and chemicals demand. Our Energy Solutions segment provides EPC services for the production and fuels, chemicals, LNG and power markets.
In North America, Plant & Facility Services provides clients with a comprehensive suite of outsourced and consultative reliability and maintenance services, focusing on power generation and the industrial manufacturing sector. Energy Solutions We are a partner in the production of safer, cleaner and sustainable solutions to meet the world's increasing energy and chemicals demand.
We also provide resources to improve employee wellbeing including various mental health awareness campaigns, our global Employee Assistance Program, site-specific wellbeing programs, and suicide prevention and mental health first aid training. Inclusion We are committed to fostering an inclusive workplace where everyone feels they belong, have a voice and are valued for who they are and what they contribute.
We also provide resources to improve employee wellbeing including mental health awareness campaigns, our global Employee Assistance Program, site-specific wellbeing programs, and suicide prevention and mental health first aid training. Development Opportunities One of our top priorities is to provide ongoing training and development for our employees through multiple avenues.
NuScale has developed SMR technology that is NRC approved, which we believe will be important in the development of light water, passively safe SMRs. They remain an early-stage business that bears significant expenses and losses to advance toward commercialization of their reactor technology. NuScale's success could yield opportunities for EPCM in our principal business segments.
They remain an early-stage business that bears significant expenses and losses to advance toward commercialization of their reactor technology. NuScale's success is yielding opportunities for our Energy Solutions segment. Beginning in October 2024, based principally on their equity sales, we no longer met the criteria to consolidate NuScale.
Our pursuit of balanced contractual risk often permits us to recoup inflationary or market-based raw material price increases from our clients, even under otherwise lump-sum contracts. Compliance with Government Regulations We operate at sites throughout the world, some of which involve activities related to nuclear facilities, hazardous waste, hydrocarbon production, distribution and transport, the military and infrastructure.
Compliance with Government Regulations Environmental, Health and Safety We operate at sites throughout the world, some of which involve activities related to nuclear facilities, hazardous waste, hydrocarbon production, distribution and transport, the military and infrastructure. Some of our work can be performed adjacent to environmentally sensitive locations such as wetlands, lakes and rivers.
We selectively execute non-nuclear power projects, typically in connection with energy transition or infrastructure facilities. 5 Table of Contents Urban Solutions We believe that continued urbanization will drive demand for innovative and sustainable solutions in advanced technologies and manufacturing, life sciences, mining and metals, infrastructure and professional staffing project teams.
Business Segments Urban Solutions We believe that continued urbanization is driving demand for innovative and sustainable solutions in advanced technologies and manufacturing, life sciences, mining and metals, infrastructure and professional staffing project teams. Urban Solutions includes businesses to meet our clients' needs in these evolving and growing markets.
We serve the oil, gas, chemical and power industries with full project life-cycle services, including expansion and modernization projects as well as in sustaining capital work. We have an extensive skill set that is focused on energy transition markets, including asset decarbonization, carbon capture, renewable fuels, waste-to-energy, green chemicals, hydrogen, nuclear power and other low-carbon energy sources.
Our Energy Solutions segment offers EPC services for traditional oil and gas markets, including the production and fuels, chemicals, LNG and power markets. We serve clients in these industries with comprehensive project life-cycle services, including expansion and modernization projects as well as in sustaining capital work.
We are often hired as the overall program manager on large complex projects where various contractors and subcontractors are involved and multiple activities need to be integrated into an execution plan to ensure the success of the overall project.
We are often hired as the overall program manager for large, complex projects involving multiple contractors and subcontractors, requiring the integration of various activities into a cohesive execution plan. Our project management services include logistics, development of project execution plans, detailed schedules, cost forecasts, progress tracking and reporting, and the integration of EPC efforts.
Community Responsibility To foster a high-performance culture with purpose, we offer our employees robust and enriching opportunities to help meet our goal of building a better world. For more than 70 years, our employee giving and volunteering program, Fluor Cares, has empowered employees to give back to the communities where we live and work.
Community Responsibility As part of our culture, we offer our employees robust and enriching opportunities to help meet our goal of building a better world. In 2024, Fluor and our Fluor Foundation contributed $5 million to global charitable initiatives, improving communities where we live and operate.
We believe we can deliver solutions to our military clients irrespective of the location or the speed required. We believe we have unmatched capabilities in this regard. For our intelligence clients, we have more than 600 security-cleared personnel providing critical solutions such as data center management, operations and maintenance of secure facilities and technology platform services.
We also offer a bench of security-cleared personnel providing critical solutions to clients in the intelligence community, including data center management, operations and maintenance of secure facilities and technology platform services. We construct and renovate secure facilities around the world for various agencies in support of their enduring missions.
In life sciences, we provide front end studies and EPC services to the pharmaceutical, biotechnology, medical device and animal health industries. We also specialize in providing validation and commissioning services where we not only bring new facilities online, but we also extend the life, or improve capabilities, of existing facilities.
We specialize in designing projects that incorporate lean manufacturing concepts and our clients focus on solutions that accelerate time to market. In life sciences, we offer front-end studies and EPC services to the pharmaceutical, biotechnology, medical device and animal health industries.
In such situations, our contracts typically provide for the payment of fees earned through the date of termination and the reimbursement of other costs incurred including demobilization costs. Under reimbursable contracts, the client reimburses us based upon negotiated rates and pays us a pre-determined fee, or a fee based upon a percentage of the cost incurred in completing the project.
In such situations, our contracts typically provide for the payment of fees earned through the date of termination and the reimbursement of other costs incurred including demobilization costs. During 2024, we saw elevated client-directed cancellations and deferrals when compared to recent years, which impacted our fourth quarter results and are expected to impact the first half of 2025.
In 2023, Fluor and our Fluor Foundation contributed $4.2 million to community initiatives and programs with the majority of funding allocated to programs that support underserved minorities and women. Through Fluor Cares, we empower our employees to invest in organizations and causes that best resonate with them.
Through our employee giving and volunteering program, Fluor Cares, we empower our employees to invest in organizations and causes that resonate with them. This employee-driven giving and volunteering effort contributed an additional $5 million in 2024. Further, employees volunteered nearly 49,000 hours to enrich the lives of their neighbors in need.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOperating in the international marketplace exposes us to a number of risks including: • abrupt changes in government policies, laws, treaties (including those impacting trade), regulations or leadership; • embargoes or other trade restrictions, including sanctions; • restrictions on currency movement; • tax or tariff changes and withholding requirements; • currency exchange rate fluctuations; • changes in labor conditions and difficulties in staffing and managing international operations, including logistical and communication challenges; • U.S. government trade or other policy changes in relation to the foreign countries in which we operate; • other regional, social, political and economic instability, including recessions and other economic crises; • natural disasters and public health crises, including pandemics; • expropriation and nationalization of our assets; • international hostilities, such as the ongoing conflict between Russia and Ukraine, which has resulted in the imposition by the U.S. and other nations of restrictive actions against Russia and certain banks, companies and individuals; and • unrest, civil strife, acts of war, terrorism and insurrection. 17 Table of Contents The lack of a well-developed legal system in some of the countries where we operate may make it difficult to enforce our contractual rights or to defend ourself against claims made by others.
Biggest changeOperating in the international marketplace exposes us to a number of risks including: • abrupt changes in government policies, laws, treaties (including those impacting trade), regulations or leadership; • embargoes or other trade restrictions, including sanctions; • restrictions on currency movement; • tax or tariff changes (including the Proposed Tariffs) and withholding requirements; • currency exchange rate fluctuations; • changes in labor conditions and difficulties in staffing and managing international operations, including logistical and communication challenges; 18 Table of Contents • U.S. government trade or other policy changes in relation to the foreign countries in which we operate; • other regional, social, political and economic instability, including recessions and other economic crises; • natural disasters and public health crises, including pandemics; • expropriation and nationalization of our assets or projects; • international hostilities, such as the ongoing Russia-Ukraine conflict and political and economic instability and conflict in the Middle East; and • other unrest, civil strife, acts of war, terrorism and insurrection.
If we are unable to employ a sufficient number of skilled personnel or effectively implement appropriate succession plans, our ability to pursue projects may be adversely affected, the costs of executing our existing and future projects may increase. In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability.
If we are unable to employ a sufficient number of skilled personnel or effectively implement appropriate succession plans, our ability to pursue projects may be adversely affected and the costs of executing our existing and future projects may increase. In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability.
Unsafe work conditions also have the potential of increasing employee turnover, increasing project costs and raising our operating costs. If we fail to implement appropriate safety procedures and/or if our procedures fail, our employees or others may suffer injuries or loss of life, the completion of a project could be delayed and we could experience investigations or litigation.
Unsafe work conditions also have the potential of increasing employee turnover, increasing project costs and raising our operating costs. If we fail to implement appropriate safety procedures or if our procedures fail, our employees or others may suffer injuries or loss of life, the completion of a project could be delayed and we could experience investigations or litigation.
Such actions also involve significant costs and require time and attention of our management, which may divert attention from other business operations. Because of these challenges, as well as market conditions or other factors, anticipated divestitures may take longer or be costlier or generate fewer benefits than expected and may not be completed at all.
Such actions also involve significant costs and require time and attention from our management, which may divert attention from other business operations. Because of these challenges, as well as market conditions or other factors, anticipated divestitures may take longer or be costlier or generate fewer benefits than expected and may not be completed at all.
In the ordinary course of business in our industry, we execute specific projects and otherwise conduct certain operations through joint ventures, partnerships and other collaborative arrangements (collectively, "ventures"). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights.
In the ordinary course of business in our industry, we execute projects and otherwise conduct certain operations through joint ventures, partnerships and other collaborative arrangements (collectively, "ventures"). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights.
The nature of our contracts, particularly our lump-sum contracts, subject us to risks associated with delays and cost overruns, which may not be recoverable and may result in reduced profits or losses that could have a material impact on us.
The nature of our contracts, particularly our lump-sum contracts, subject us to risks associated with delays and cost overruns, which may not be fully recoverable and may result in reduced profits or losses that could have a material impact on us.
From time to time, in order to establish or preserve a relationship, or to better ensure venture success, we may accept risks or responsibilities for the venture that are not necessarily proportionate with the reward we expect to receive or that may differ from risks or responsibilities we would normally accept in our own operations.
From time to time, in order to establish or preserve a client relationship, or to better ensure venture success, we may accept risks or responsibilities for the venture that are not necessarily proportionate with the reward we expect to receive or that may differ from risks or responsibilities we would normally accept in our own operations.
There is no guarantee that current oil prices will be sufficient to justify clients' capital expenditures, and the timing and extent of any future improvements in demand remain uncertain.
There is no guarantee that current oil and gas prices will be sufficient to justify clients' capital expenditures, and the timing and extent of any future improvements in demand remain uncertain.
If we are found to be liable for anti-bribery law violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others including our partners, agents, subcontractors or suppliers), we could suffer from criminal or civil penalties or other sanctions, including contract cancellations or debarment, and damaged reputation, any of which could have a material adverse effect on our business.
If we are found to be liable for anti-bribery law violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others including our partners, agents, subcontractors or suppliers), we could suffer from criminal or civil penalties or other sanctions, including contract cancellations or debarment, and damaged reputation, any of which could have a material adverse effect on us.
For letters of credit, we have historically had adequate capacity under our existing credit facilities, but any capacity that may be required in excess of our credit limits would be at our lenders' sole discretion. Failure to provide credit enhancements on terms required by a client may result in an inability to compete for or win a project.
For letters of credit, we have historically had adequate capacity under our existing credit facility, but any capacity that may be required in excess of our credit limits would be at our lenders' sole discretion. Failure to provide credit enhancements on terms required by a client may result in an inability to compete for or win a project.
Some of the work performed under our contracts is performed by third-party subcontractors. We also rely on third-party suppliers to provide much of the equipment and materials used for projects. If we are unable to hire qualified subcontractors or find qualified suppliers, our ability to successfully or timely complete a project could be impaired.
Some of the work performed under our contracts is performed by third-party subcontractors. We also rely on third-party suppliers to provide much of the equipment and materials used for projects. If we are unable to hire qualified subcontractors or find qualified suppliers, our ability to successfully or timely complete a project could be impacted.
Failure to comply with applicable laws or regulations or acts of fraud or misconduct could subject us to fines and penalties, cancellation of contracts, loss of security clearance and suspension or debarment from contracting with government agencies, which could damage our reputation, weaken our ability to win contracts and have a material adverse impact on our revenues and profits.
Failure to comply with applicable laws or regulations or acts of fraud or misconduct could subject us to fines and penalties, cancellation of contracts, loss of security clearance and suspension or debarment from contracting with government agencies, which could damage our reputation, weaken our ability to win contracts and have a material adverse impact on us.
The success of our business is dependent upon being able to attract, develop and retain personnel, including engineers, project management, craft employees and management, who have the necessary and required experience and expertise, and who will perform these services at a reasonable and competitive rate. Competition for experienced personnel is intense.
The success of our business is dependent upon being able to attract, develop and retain personnel, including engineers, project management, craft employees and management, who have the necessary and required experience and expertise, and who will perform these services at a reasonable and competitive rate. Competition for experienced personnel can be intense.
To the extent that existing cash balances and operating cash flow, together with borrowing capacity under our credit facilities, are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources.
To the extent that existing cash balances and operating cash flow, together with borrowing capacity under our credit facility, are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources.
Extraordinary or force majeure events beyond our control, such as natural or man-made disasters, severe weather conditions, public health crises, supply chain disruption, political crises or other catastrophic events, could negatively impact our ability to operate or increase our costs to operate.
Extraordinary or force majeure events beyond our control, such as natural or man-made disasters, severe weather conditions, public health crises, supply chain disruption, geopolitical conflicts, political crises or other catastrophic events, could negatively impact our ability to operate or increase our costs to operate.
In addition, while we may create and publish voluntary disclosures regarding ESG matters, many of the statements in those voluntary disclosures are based on expectations and assumptions that may not be representative of current or actual risks, including the costs associated therewith.
In addition, while we may create and publish voluntary disclosures regarding sustainability matters, many of the statements in those voluntary disclosures are based on expectations and assumptions that may not be representative of current or actual risks, including the costs associated therewith.
While we have programs and initiatives in place related to our ESG practices, investors may decide to reallocate capital or to not commit capital as a result of their assessment of our practices. In addition, our clients may require that we adhere to varying ESG standards.
While we have programs and initiatives in place related to our sustainability practices, investors may decide to reallocate capital or to not commit capital as a result of their assessment of our practices. In addition, our clients may require that we adhere to varying sustainability standards.
In addition, we may need to incur additional debt in the future in the ordinary course of business. Although the terms of our credit agreements and our bond indentures allow us to incur additional debt, there are limitations which may preclude us from incurring the desired amount.
In addition, we may need to incur additional debt in the future in the ordinary course. Although the terms of our credit agreements and our indentures allow us to incur additional debt, there are limitations which may preclude us from incurring the desired amount.
For example, the uncertainty of contract award timing can present difficulties in matching our workforce size with project needs. If an expected contract award is delayed or not received, we could incur costs resulting from excess staff, reductions in staff, or redundancy of facilities that could have a material adverse impact on us.
For example, the uncertainty of contract award timing and unexpected award cancellations can present difficulties in matching our workforce size with project needs. If an expected contract award is delayed or not received, we could incur costs resulting from excess staff, reductions in staff, or redundancy of facilities that could have a material adverse impact on us.
This can be especially true in certain foreign countries where intellectual property does not have equivalent protections as in the U.S., or when our joint venture partner is a competitor who will gain access to our procedures and know-how while working with us in the performance of services.
This can be especially true in certain foreign countries where IP does not have equivalent protections as in the U.S., or when our joint venture partner is a competitor who will gain access to our procedures and know-how while working with us in the performance of services.
Competition places downward pressure on our contract prices and profit margins, and could cause us to accept contractual terms and conditions that are not normal or customary, thereby increasing the risk of losses on such contracts. Intense competition is expected to continue in our markets, presenting us with challenges to maintain acceptable profit margins.
Competition places downward pressure on our contract prices and profit margins, and could cause us to accept contractual terms and conditions that are not normal or customary, thereby increasing the risk of reduced profitability on such contracts. Intense competition is expected to continue in our markets, presenting us with challenges to maintain acceptable profit margins.
Estimates are based on management's reasonable assumptions and experience, but are only estimates. Our actual business and financial results could differ from our estimates of such results due to changes in facts and circumstances, which could have a material negative impact on our financial condition and results of operations. Further, we recognize contract revenue as work on a contract progresses.
Estimates are based on reasonable assumptions and experience, but are only estimates. Our actual business and financial results can differ from our estimates of such results due to changes in facts and circumstances, which can have a material negative impact on our financial condition and results of operations. Further, we recognize contract revenue as work on a contract progresses.
Foreign Corrupt Practices Act and similar worldwide anti-bribery laws. • We could be adversely impacted if we fail to comply with domestic and international import and export laws. • Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could impair our ability to compete for contracts. • New or changing legal requirements could adversely affect us. • Past and future environmental, safety and health regulations could impose significant additional costs on us.
Foreign Corrupt Practices Act and similar worldwide anti-bribery laws. • We could be adversely impacted if we fail to comply with domestic and international import and export laws. • Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could impair our ability to compete for contracts. • New or changing legal requirements could adversely affect us. 13 Table of Contents • Past and future environmental, safety and health regulations could impose significant additional costs on us.
In addition, a failure by a venture partner to comply with applicable regulations could negatively impact our business and reputation and could result in fines, penalties, suspension or, in the case of government contracts, even debarment. We are dependent upon suppliers and subcontractors to complete many of our contracts.
In addition, a failure by a venture partner to comply with applicable regulations could negatively impact our business and reputation and could result in fines, penalties, suspension or, in the case of government contracts, even debarment. 16 Table of Contents We are dependent upon suppliers and subcontractors to complete many of our contracts.
Further, the risks caused by climate change span across the full spectrum of the industries we serve. The direct physical risks that climate change poses through chronic environmental changes, such as rising sea levels and temperatures, and acute events, such as hurricanes, droughts and wildfires, is common to each of these industries.
Further, the risks caused by climate change span across the full spectrum of the markets we serve. The direct physical risks that climate change poses through chronic environmental changes, such as rising sea levels and temperatures, and acute events, such as hurricanes, droughts and wildfires, are common to each of these industries.
Thus, if the Price-Anderson Act indemnification protections do not apply to our services, or if the exposure occurs outside of the U.S. in a region that does not have protections comparable to the Price-Anderson Act, our business and financial condition could be adversely affected by our client's refusal to contract with us, by our inability to obtain commercially reasonable insurance or third party indemnification, or by the potentially significant monetary damages we could incur.
Thus, if the Price-Anderson Act indemnification protections do not apply to our services, or if the exposure occurs outside of the U.S. in a region that does not have protections comparable to the Price-Anderson Act, we could be adversely affected by our client's refusal to contract with us, by our inability to obtain commercially reasonable insurance or third-party indemnification, or by the potentially significant monetary damages we could incur.
Our failure to comply with investor or client standards, which are evolving, or if we are perceived to not have responded appropriately to the growing concern for these issues could also cause reputational harm to our business and could have a material adverse effect on us.
Our failure to comply with investor or client standards, which are evolving and may differ, or if we are perceived to not have responded appropriately to the growing concern for, or opposition to, these issues could also cause reputational harm to our business and could have a material adverse effect on us.
These types of provisions in our charters and bylaws could also make it more difficult for a third party to acquire us, even if the acquisition would be beneficial to our equity holders. Item 1B. Unresolved Staff Comments None.
These types of provisions in our charters and bylaws could also make it more difficult for a third party to acquire us, even if the acquisition would be beneficial to our equity holders. 27 Table of Contents Item 1B. Unresolved Staff Comments None.
These risks could result in project delays, cost overruns or other problems and can include the following: • Evolving estimates related to productivity, scheduling estimates or future economic conditions, including with respect to the impacts of inflation on lump-sum contracts; • Unanticipated technical problems, including design or engineering issues; • Inaccurate representations of site conditions and unanticipated changes in the project execution plan; • Project modifications creating unanticipated costs or delays and failure to properly manage project modifications; • Inability to achieve guaranteed performance or quality standards with regard to engineering, construction or project management obligations; • Insufficient or inadequate project execution tools and systems needed to record, track, forecast and control cost and schedule; • Reliance on historical cost and/or execution data that is not representative of current economic and/or execution conditions; • Failure to accurately estimate the timing and cost of projects, including due to inflation, supply chain disruption, rising construction costs or unforeseen increases in the cost of labor; • Unanticipated increases in the cost of raw materials, components or equipment, including due to inflation or the imposition of import tariffs; • Failure to properly make judgments in accordance with applicable professional standards, including engineering standards; • Failure to properly assess and update appropriate risk mitigation strategies and measures; • Poor performance of our clients, partners, subcontractors, suppliers or other third parties; • Delays or productivity issues caused by weather; and • Changes in local laws or difficulties or delays in obtaining permits, rights of way or approvals. 14 Table of Contents These and other risks have in the past, and may in the future, result in our failure to achieve contractual cost or schedule commitments, safety performance, overall client satisfaction or other performance criteria.
These risks could result in project delays, cost overruns or other problems and can include the following: • Evolving estimates related to productivity, scheduling estimates or future economic conditions, including with respect to the impacts of inflation on lump-sum contracts; 14 Table of Contents • Unanticipated technical problems, including design or engineering issues; • Inaccurate representations of site conditions and unanticipated changes in the project execution plan; • Project modifications creating unanticipated costs or delays and failure to properly manage project modifications; • Inability to achieve guaranteed performance or quality standards with regard to engineering, construction or project management obligations; • Insufficient or inadequate project execution tools and systems needed to record, track, forecast and control cost and schedule; • Reliance on historical cost and/or execution data that is not representative of current economic and/or execution conditions; • Failure to accurately estimate the timing and cost of projects, including due to inflation, supply chain disruption, rising construction costs or unforeseen increases in the cost of labor; • Unanticipated increases in the cost of raw materials, components or equipment, including due to inflation or the imposition of import tariffs, including the Proposed Tariffs; • Failure to properly make judgments in accordance with applicable professional standards, including engineering standards; • Failure to properly assess and update appropriate risk mitigation strategies and measures; • Poor performance of our clients, partners, subcontractors, suppliers or other third parties; • Delays or productivity issues caused by weather; and • Changes in local laws or difficulties or delays in obtaining permits, rights of way or approvals.
If we are unable to compete alone, or with a quality partner, our ability to win work and successfully complete our contracts may be impacted. Differences in opinions or views between venture partners can result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of our ventures.
If we are unable to compete alone, or with a quality partner, our ability to win work and successfully execute our projects may be impacted. Differences in opinions or views between venture partners can result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of our ventures.
Furthermore, if we have significant 19 Table of Contents disagreements with our government clients concerning costs incurred, negative publicity could arise, which could adversely affect our industry reputation and our ability to compete for new contracts in the government arena or otherwise. Most U.S. government contracts are awarded through a rigorous competitive process.
Furthermore, if we have significant disagreements with our government clients concerning costs incurred, negative publicity could arise, which could adversely affect our industry reputation and our ability to compete for new contracts in the government arena or otherwise. Most U.S. government contracts are awarded through a rigorous competitive process.
Unexpected and adverse changes in the foreign countries in which we operate could result in project disruptions, increased cost and potential losses. • Our backlog is subject to unexpected adjustments and cancellations. • Our employees work on projects that are inherently dangerous and in locations where there are high security risks, and a failure to maintain a safe work site could result in significant losses. 12 Table of Contents • Our businesses could be materially and adversely affected by events outside of our control. • Our actual results could differ from the estimates used to prepare our financial statements. • If we experience delays or defaults in client payments, we could be negatively impacted. • Our U.S. government contracts and contracting rights may be terminated or otherwise adversely impacted at any time, and our inability to win or renew government contracts during regulated procurement processes could harm our operations and reduce our projects and revenues. • Our effective tax rate and tax positions may vary. • It can be very difficult and expensive to obtain the insurance we need for our business operations. • If we do not have adequate indemnification for our nuclear services, it could adversely affect our business and financial condition. • Foreign currency risks could have an adverse impact on us. • The loss of one or a few clients could have an adverse effect on us. • Our business may be negatively impacted if we are unable to adequately protect intellectual property rights. • Climate change, natural disasters and related environmental issues could have a material adverse impact on us. • Increasing scrutiny and changing expectations from stakeholders with respect to sustainability practices may impose additional costs on us or expose us to reputational or other risks. • We may be unsuccessful in implementing our strategic initiatives.
Unexpected and adverse changes in the foreign countries in which we operate could result in project disruptions, increased cost and potential losses. • Our backlog is subject to unexpected adjustments and cancellations. • Our employees work on projects that are inherently dangerous and in locations where there are high security risks, and a failure to maintain a safe work site could result in significant losses. • Our businesses could be materially and adversely affected by events outside of our control. • Our actual results could differ from the estimates used to prepare our financial statements. • Our earnings are subject to volatility due to recurring fair value measurements of our investment in NuScale. • If we experience delays or defaults in client payments, we could be negatively impacted. • Our U.S. government contracts and contracting rights may be terminated or otherwise adversely impacted at any time, and our inability to win or renew government contracts during regulated procurement processes could harm our operations and reduce our projects and revenues. • Our effective tax rate and tax positions may vary. • It can be very difficult and expensive to obtain the insurance we need for our business operations. • If we do not have adequate indemnification for our nuclear services, it could adversely affect our business and financial condition. • Foreign currency risks could have an adverse impact on us. • The loss of one or a few clients could have an adverse effect on us. • Our business may be negatively impacted if we are unable to adequately protect IP rights. • Climate change, natural disasters and related environmental issues could have a material adverse impact on us. • Increasing scrutiny and changing expectations from stakeholders with respect to sustainability practices may impose additional costs on us or expose us to reputational or other risks. • We may be unsuccessful in implementing our strategic initiatives.
Our ability to generate cash is important for the funding of our operations, investing in ventures, the servicing of our indebtedness, paying dividends and making acquisitions.
Our ability to access cash is important for the funding of our operations, investing in ventures, the servicing of our indebtedness, paying dividends and making acquisitions.
The ventures generally contract directly with our client; however, services may be performed directly by the venture, or may be performed by us, our partners, or a combination thereof. 15 Table of Contents Our success in many markets is impacted by the pre sence or capability of our partners.
The ventures generally contract directly with our client; however, services may be performed directly by the venture, or may be performed by us, our partners, or a combination thereof. Our success in many markets is impacted by the pre sence or capability of our partners.
If we are no longer able to license such technology on commercially reasonable terms or otherwise, we could be adversely affected. When we license our intellectual property to third parties, the scope of such license grant is generally limited.
If we are no longer able to license such technology on commercially reasonable terms or otherwise, we could be adversely affected. When we license our IP to third parties, the scope of such license grant is generally limited.
For example, in our Energy Solutions segment, capital expenditures by our clients are influenced by factors such as prevailing hydrocarbon prices and expectations about future prices for underlying commodities, technological advances, the costs of exploration, production and delivery of product, domestic and international political, military, regulatory and economic conditions and other similar factors.
For example, capital expenditures by our clients are influenced by factors such as prevailing hydrocarbon prices and expectations about future prices for underlying commodities, technological advances, the costs of exploration, production and delivery of product, domestic and international political, military, regulatory and economic conditions and other similar factors.
Legal and Regulatory Risks • We are involved in litigation and regulatory proceedings, potential liability claims and contract disputes that may have a material impact on our financial condition and results of operations. • Our failure to recover adequately on claims against project owners, subcontractors or suppliers for payment or performance could have a material effect on our financial results. • We could be adversely affected by violations of the U.S.
Legal and Regulatory Risks • We are involved in litigation and regulatory proceedings, potential liability claims and contract disputes that may have a material impact on us. • Our failure to recover adequately on claims against project owners, subcontractors or suppliers for payment or performance could have a material effect on us. • We could be adversely affected by violations of the U.S.
Foreign currency risks could have an adverse impact on us. Our contracts m ay subject us to foreign currency risk, particularly when project revenue is denominated in a currency different than the expected costs. Contracts may be denominated in different currencies at various points in time as a project progresses.
Foreign currency risks could have an adverse impact on us. Our contracts m ay subject us to foreign currency risk, particularly when project revenue is denominated in a currency different from its expected costs. Contracts may be denominated in different currencies at various points in time as a project progresses.
Our employees, contractors and joint venture partners are subject to confidentiality obligations, but this protection may be inadequate to deter or prevent misappropriation of our confidential information and/or infringement of our intellectual property rights.
Our employees, contractors and joint venture partners are subject to confidentiality obligations, but this protection may be inadequate to deter or prevent misappropriation of our confidential information and/or infringement of our IP rights.
Future changes in our tax rate or adverse changes in tax laws could have a material adverse effect on our profitability and liquidity. We may also be exposed to limitations on our ability to reinvest earnings from operations in one country to fund our operations in other countries due to tax laws in different jurisdictions.
Future changes in our tax rate or adverse changes in tax laws could have a material adverse effect on us. We may also be exposed to limitations on our ability to reinvest earnings from operations in one country to fund our operations in other countries due to tax laws in different jurisdictions.
Our clients' interest in approving new projects, budgets for capital expenditures and need for our services have in the past been, and may in the future be, adversely affected by, among other things, poor economic conditions (including inflation, slow growth or recession, changes to governments' fiscal or monetary policy and higher interest rates), low oil prices, political uncertainties and currency fluctuations.
Our clients' interest in approving new projects, budgets for capital expenditures and need for our services have in the past been, and may in the future be, adversely affected by, among other things, poor economic conditions (including inflation, slow growth or recession, changes to governments' fiscal or monetary policy and increasing or continued high interest rates), low or volatile oil and gas prices, political uncertainties and currency fluctuations.
For example, growing concerns about climate change may result in activism, protests, legislation, international 21 Table of Contents protocols or treaties, regulation or other restrictions on greenhouse gas emissions or that otherwise seek to address climate change that could affect our clients, including those who (a) are involved in the exploration, production or refining of fossil fuels, such as our Energy Solutions clients, (b) emit greenhouse gases through the combustion of fossil fuels or (c) emit greenhouse gases through the mining, manufacture, utilization or production of materials or goods.
For example, concerns about climate change may result in activism, protests, legislation, international protocols or treaties, regulation or other restrictions on greenhouse gas emissions or that otherwise seek to address climate change that could affect our clients, including those who (a) are involved in the exploration, production or refining of hydrocarbons, such as our Energy Solutions clients, (b) emit greenhouse gases through the combustion of hydrocarbons or (c) emit greenhouse gases through the mining, manufacture, utilization or production of materials or goods.
We are subject to a number of regulations such as those from the U.S. Nuclear Regulatory Commission and non-U.S. regulatory bodies, such as the International Atomic Energy Commission and the European Union, which can have a substantial effect on our nuclear operations and investments.
We are subject to a number of regulations such as those from the U.S. Nuclear Regulatory Commission and non-U.S. regulatory bodies, such as the International Atomic Energy Commission and the European Union, which can have a substantial effect on our nuclear-related projects.
Such misconduct could include the failure to comply with anti-corruption, export control and environmental regulations; federal procurement regulations, regulations regarding the pricing of labor and other costs in government contracts and regulations regarding the protection of sensitive government information; regulations on lobbying or similar activities; regulations pertaining to the internal control over financial reporting; and various other applicable laws or regulations.
Such misconduct could include the failure to comply with anti-corruption, export control and environmental regulations; federal procurement regulations, regulations regarding the pricing of labor and other costs in government contracts and regulations regarding the protection of sensitive government information; regulations on lobbying or similar activities; regulations pertaining to the ICFR; and various other applicable laws or regulations.
We also monitor the financial health of our insurance. Our insurance is purchased from a number of leading providers, often in layered insurance or quota share arrangements.
We also monitor the financial health of our insurance providers. Our insurance is purchased from a number of leading 21 Table of Contents providers, often in layered insurance or quota share arrangements.
We have announced a number of strategic initiatives, including plans to divest our remaining Stork operations and reduce our ownership of NuScale. Our ability to successfully execute these initiatives is subject to various risks and uncertainties, including regulatory intervention, which may negatively impact the realization of expected benefits.
We have announced a number of strategic initiatives, including plans to reduce our ownership of NuScale and to finalize the divestitures of Stork. Our ability to successfully execute these initiatives is subject to various risks and uncertainties, including regulatory intervention, which may negatively impact the realization of expected benefits.
The policies and precautions we take to prevent and detect fraud, misconduct or failures to comply with applicable laws and regulations may not be effective, and we could face u nknown risks or losses.
The policies and precautions we take to prevent and detect fraud, 26 Table of Contents misconduct or failures to comply with applicable laws and regulations may not be effective, and we could face u nknown risks or losses.
Furthermore, if global economic, industry, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible that our ability to establish or draw upon our credit facilities, or refinance borrowings as they mature, may be impacted.
Furthermore, if global economic, industry, political or other market conditions adversely affect the financial institutions that provide credit to us, our ability to establish or draw upon our credit facility, or refinance borrowings as they mature, may be impacted.
While we have and require the maintenance of reasonable safeguards designed to protect against unavailability or loss of data, these safeguards may not be sufficient. We may be required to incur significant costs to protect against or alleviate damage caused by systems interruptions and delays, which could have a material adverse effect on our business and results of operations.
Safeguards designed to protect against unavailability or loss of data may not be sufficient. We may be required to incur significant costs to protect against or alleviate damage caused by systems interruptions and delays, which could have a material adverse effect on our business and results of operations.
During periods of economic slowdown, or decreases and/or instability in oil prices, the risk of projects being suspended, delayed or canceled generally increases. Finally, poor project or contract performance could also impact our backlog and profits. Such developments could have a material adverse effect on our business and our profits.
During periods of economic slowdown, or decreases and/or instability in oil and gas prices, the risk of projects being suspended, delayed or canceled generally increases. Finally, poor project execution could also impact our backlog and profits. Such developments could have a material adverse effect on us.
Our clients require broad ownership rights in the work product and other materials we deliver. If we are unable to retain ownership of our intellectual property and improvements thereto, it may affect our ability to provide similar services to other clients in the future, which ultimately, could have a material adverse effect on our operations.
Our clients require broad ownership rights in the work product and other materials we deliver. If we are unable to retain ownership of our IP and improvements thereto, it may affect our ability to provide similar services and other projects in the future, which could have a material adverse effect on us.
We cannot predict when or whether any of these legislative proposals may become law or what effect will be on us and our clients. We may also incur additional expenses implementing U.S. and international regulations requiring additional disclosures regarding GHG emissions and/or broader ESG-related factors.
We cannot predict when or whether any of these legislative proposals may become law or what effect they will have on us and our clients. We will also continue to incur additional expenses implementing U.S. and international regulations requiring additional disclosures regarding GHG emissions and/or broader sustainability-related factors.
If we are not successful in containing costs or able to timely respond to government requests, we may not win additional awards. Moreover, even if we are qualified to work on a government contract, we may be impacted in our pursuit of work by government policies designed to protect small businesses and under- represented minority contractors.
If we are not successful in containing costs or able to timely respond to government requests, we may not win additional awards. Moreover, even if we are qualified to work on a government contract, we may be impacted in our pursuit of work by government policies designed to protect small businesses or certain other types of contractors.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. In addition, we expect that there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability matters. In addition, there are increasing and inconsistent levels of regulation, disclosure-related and otherwise, with respect to sustainability matters.
For example, changes to U.S. policies related to global trade and tariffs in recent years, and responsive changes in policy by foreign jurisdictions, have resulted in uncertainty surrounding the future of the global economy as well as retaliatory trade measures implemented by other countries.
For example, changes to U.S. policies related to global trade and tariffs, and responsive changes in policy by foreign jurisdictions, have resulted in the past and may result in future uncertainty surrounding the global economy as well as retaliatory trade measures implemented by other countries.
While our policies mandate compliance with these anti-bribery laws, we operate in many parts of the world that have experienced corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.
We operate in many parts of the world that have experienced corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices, and our policies mandating compliance with these anti-bribery laws may not be effective.
The implementation of new systems and IT could adversely impact our operations by imposing substantial capital expenditures, demands on management time and risks of delays or difficulties in transitioning to new systems. Our systems implementations also may not result in productivity improvements at the levels anticipated.
The implementation of new technology systems and tools could adversely impact our operations by imposing substantial capital expenditures, demands on management time, risks of delays, complications in setup or configuration or other difficulties in transitioning to new systems. Our systems implementations also may not result in productivity improvements at the levels anticipated.
In addition, organizations that provide ratings information to investors on ESG matters may have unfavorable views on us, which may lead to negative sentiment.
In addition, organizations that provide ratings information to investors on sustainability matters may have unfavorable views on us, which may lead to negative sentiment or divestment.
Legal and Regulatory Risks We are involved in litigation and regulatory proceedings, potential liability claims and contract disputes that may have a material impact on our financial condition and results of operations. We are subject to a variety of legal or regulatory proceedings, liability claims or contract disputes.
Legal and Regulatory Risks We are involved in litigation and regulatory proceedings, potential liability claims and contract disputes that may have a material impact on us. We are subject to a variety of legal or regulatory proceedings, liability claims or contract disputes.
Any of these or other events could cause system interruptions, delays, loss of critical or sensitive data (including personal or financial data) or loss of funds; could delay or prevent operations (including the processing of transactions and reporting of financial results); and could adversely affect our reputation or our operating results.
Any of these or other events could cause system interruptions, delays, loss of critical or sensitive data (including personal or financial data) or loss of funds; could delay or prevent operations (including 17 Table of Contents the processing of transactions and reporting of financial results); and could adversely affect us.
If we do issue additional equity securities, the issuance may dilute our earnings per share and stockholders' percentage ownership. Delaware law and our charter documents may impede or discourage a takeover or change of control. Fluor is a Delaware corporation.
If we do issue additional equity securities, the issuance may dilute our earnings per share and stockholders' percentage ownership, to the extent that our existing shareholders do not participate in the issuance. Delaware law and our charter documents may impede or discourage a takeover or change of control. Fluor is a Delaware corporation.
This includes the ability to protect intellectual property rights. We utilize a combination of patents, copyrights, trade secrets, confidentiality agreements and other contractual arrangements to protect our interests. However, these methods only provide limited protection and may not adequately protect our interests.
We utilize a combination of patents, copyrights, trade secrets, confidentiality agreements and other contractual arrangements to protect our interests. However, these methods only provide limited protection and may not adequately protect our interests.
Industries served by that segment and many of the others we serve have historically been and will continue to be vulnerable to general downturns, which in turn could materially and adversely affect the demand for our services. 13 Table of Contents Our revenue and earnings are largely dependent on new awards.
Industries served by that segment and many of the others we serve have historically been and will continue to be vulnerable to general downturns, which in turn could materially and adversely affect the demand for our services. Our revenue and earnings are largely dependent on new awards. The awarding and timing of projects is unpredictable and driven by our clients.
In addition, adverse credit and financial market conditions, including increasing or continued high interest rates, also adversely affect our clients' and our partners' borrowing capacity, which could result in contract cancellations or suspensions, project award and execution delays, payment delays or defaults by our clients. These disruptions could materially impact our backlog and profits.
In addition, adverse credit and financial market conditions, including increasing or continued high interest rates potentially as a result to the Proposed Tariffs, also adversely affect our clients' and our partners' borrowing capacity, which could result in contract cancellations or suspensions, project award and execution delays, payment delays or defaults by our clients. These disruptions could materially impact us.
Expectations and requirements evolve rapidly and are largely out of our control, and our ESG initiatives and disclosures in response to such expectations and requirements may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), change in demand for certain services, enhanced compliance or disclosure obligations, or other adverse impacts to our business or results of operations.
Expectations and requirements evolve rapidly, vary in their support for or rejection of such matters, and are largely out of our control, and our sustainability initiatives and disclosures in response to such expectations and requirements may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting, litigation and insurance), change in demand for certain services, change in our competitiveness, enhanced or modified compliance or disclosure obligations, or other adverse impacts to our business or results of operations, including reputational harm.
The loss of business from a significant client could have a material adverse effect on our business, financial position and results of operations. Our business may be negatively impacted if we are unable to adequately protect intellectual property rights. Our success is impacted by our ability to differentiate our services through our technologies and know-how.
The loss of business from a significant client could have a material adverse effect on us. Our business may be negatively impacted if we are unable to adequately protect IP rights. Our success is impacted by our ability to differentiate our services through our technologies and know-how. This includes the ability to protect IP rights.
While we seek to mitigate our business risks associated with climate change, we recognize that there are inherent climate related risks regardless of where we conduct our businesses. For example, a catastrophic natural disaster could negatively impact any of our office locations and the locations of our clients.
Our efforts to mitigate our business risks associated with climate change cannot eliminate those risks, and we recognize that there are inherent climate related risks regardless of where we conduct our businesses. For example, a catastrophic natural disaster could negatively impact any of our office locations and our project locations.
Unplanned interruptions could result from natural disasters, power loss, telecommunications failures, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error and similar events or disruptions.
Unplanned interruptions could result from natural disasters, power loss, telecommunications failures, acts of war or terrorism, errors or other defects in the design or implementation of the applicable system, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error and similar events or disruptions.
Risks Related to Indebtedness and other Credit Related Risks • Adverse credit and financial market conditions, including increasing or continued high interest rates, could impair our clients', our partners' and our own borrowing capacity, which could negatively affect us. • Our indebtedness could lead to adverse consequences or adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, and any refinancing of this debt could be at significantly higher interest rates. • We may be unable to win new contract awards if we cannot provide clients with financial assurances.
Risks Related to Indebtedness and Other Credit Related Risks • Adverse credit and financial market conditions, including increasing or continued high interest rates, could impair our clients', our partners' and our own borrowing capacity, which could negatively affect us. • The agreements governing our debt contain a number of restrictive covenants that limit our ability to engage in activities that may be in our interest or that create shareholder value. • Our indebtedness could lead to adverse consequences or adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, and any refinancing of this debt could be at significantly higher interest rates. • We may be unable to win new contract awards if we cannot provide clients with financial assurances.
Risks Related to our Operations • We are vulnerable to the cyclical nature of the markets we serve. • Our revenue and earnings are largely dependent on new awards. • The nature of our contracts, particularly our lump-sum contracts, subject us to risks associated with delays and cost overruns, which may not be recoverable and may result in reduced profits or losses that could have a material impact on us. • Intense competition in the EPC industry can impact our revenue and profits. • Our ability to grow requires us to hire and retain qualified personnel. • The success of teaming arrangements and joint ventures depends on the satisfactory performance by our venture partners over whom we may have little or no control, and the failure of those partners to perform their obligations could impose additional obligations on us that could have a material impact on us. • We are dependent upon suppliers and subcontractors to complete many of our contracts. • Cybersecurity breaches of our systems and IT could adversely impact us. • Systems and IT interruption, as well as new systems implementation, could adversely impact our ability to operate. • We have international operations that are subject to foreign economic and political uncertainties and risks.
Risks Related to our Operations • We are vulnerable to the cyclical nature of the markets we serve. • Our revenue and earnings are largely dependent on new awards. • The nature of our contracts, particularly our lump-sum contracts, subject us to risks associated with delays and cost overruns, which may not be fully recoverable and may result in reduced profits or losses that could have a material 12 Table of Contents impact on us. • Intense competition in the EPC industry can impact our revenue and profits. • Our ability to operate profitably requires us to hire and retain qualified personnel. • The success of teaming arrangements and joint ventures depends on the satisfactory performance by our venture partners over whom we may have little or no control, and the failure of those partners to perform their obligations could impose additional obligations on us that could have a material impact on us. • We are dependent upon suppliers and subcontractors to complete many of our contracts. • Cybersecurity breaches of our systems and IT could adversely impact us. • Systems and IT interruption, as well as new systems implementation, could adversely impact our ability to operate. • We may use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations. • We have international operations that are subject to foreign economic and political uncertainties and risks.
If internal control problems arise within a venture, or if our venture partners have financial or operational issues, there could be a material impact on our business, financial condition or results of operations.
If internal control problems arise within a venture, or if our venture partners have financial or operational issues, there could be a material impact on us.
Although we have a safety function to implement effective health, safety and environmental procedures throughout our company, the failure to comply with such procedures, client contracts or applicable regulations could subject us to losses and liability.
The safety function we rely on to implement effective health, safety and environmental procedures throughout our company may be ineffective, and the failure to comply with such procedures, client contracts or applicable regulations could subject us to losses and liability.
These factors could have a material adverse effect on us. 23 Table of Contents We may be unable to win new contract awards if we cannot provide clients with financial assurances. It is a common industry practice for clients to require us to provide surety bonds, letters of credit, bank guarantees or other forms of financial assurance as credit enhancements.
We may be unable to win new contract awards if we cannot provide clients with financial assurances. It is a common industry practice for clients to require us to provide surety bonds, letters of credit, bank guarantees or other forms of financial assurance as credit enhancements.
To the extent we are unable to meet these competitive challenges, we could experience reduced profitability. Our ability to grow requires us to hire and retain qualified personnel.
To the extent we are unable to meet these competitive challenges, we could experience reduced profitability. 15 Table of Contents Our ability to operate profitably requires us to hire and retain qualified personnel.
Investors, clients and other stakeholders have increasingly focused on the ESG practices of companies, including practices with respect to human capital, emissions and environmental impact and political spending.
Investors, clients, governments and other stakeholders have continued to focus on the sustainability practices of companies, including practices with respect to human capital, emissions and environmental impact and political spending.
We are heavily reliant on computer, information and communications technology and related systems, some of which are hosted by third party providers. From time to time, we experience system interruptions and delays that may be planned for upgrades or that may be unplanned.
Systems and IT interruption, as well as new systems implementation, could adversely impact our ability to operate. We are heavily reliant on computer, information and communications technology and related systems, some of which are hosted by third-party providers. From time to time, we experience system interruptions and delays that may be planned for upgrades or that may be unplanned.
Litigation and regulatory proceedings are subject to inherent uncertainties, and unfavorable rulings could occur, including for monetary damages. If we were to receive an unfavorable ruling in a matter, our business and results of operations could be materially harmed. Such proceedings can also be costly, time-consuming, disruptive to operations and distracting to management, regardless of the outcome.
If we were to receive an unfavorable ruling in a matter, our business and results of operations could be materially harmed. Such proceedings can also be costly, time-consuming, disruptive to operations and distracting to management, regardless of the outcome.
The extra costs incurred as a result of these events may not be reimbursed by our clients. If we are not able to react quickly to such events, or if a high concentration of our projects are impacted by such an event, our operations may be adversely affected.
If we are not able to react quickly to such events, or if a high concentration of our projects is impacted by such an event, our operations may be adversely affected.
If our operating performance declines, or if we are unable to comply with any covenant, we may need to obtain amendments to our credit agreements or waivers from the lenders to avoid default.
If our operating performance declines, or if we are unable to comply with any covenant, we may need to obtain amendments to our credit agreements or waivers from the lenders to avoid default. These factors could have a material adverse effect on us.
Our backlog generally consists of projects for which we have an executed contract or commitment with a client and reflects our expected revenue from the contract or commitment, which is often subject to revision over time. We cannot guarantee that the revenue projected in our backlog will be realized or profitable or will not be subject to delay or suspension.
Our backlog generally consists of projects for which we have an executed contract or commitment with a client and reflects our expected revenue from the contract or commitment, which is often subject to revision over time.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe rely on vendors to notify us in a timely manner of material cybersecurity in cidents, by virtue of the documents governing their relationship with us or applicable law. 26 Table of Contents Governance Cybersecurity is overseen by our Board of Directors with assistance from the Audit Committee.
Biggest changeGovernance Cybersecurity is overseen by our Board of Directors with assistance from the Audit Committee.
We regularly conduct incident response exercises with key stakeholders. To manage risks associated with third-party service providers, we typically require new vendors with access to our computing environment or sensitive data to undergo a risk assessment from our information security team. We conduct periodic reviews of these vendors to evaluate compliance with our cybersecurity policies.
We regularly conduct incident response exercises with key stakeholders. To manage risks associated with third-party service providers, we typically require new vendors with access to our computing environment or access to confidential or sensitive data to undergo a risk assessment from our information security team. We conduct periodic reviews of these vendors to evaluate compliance with our cybersecurity policies.
Our Audit Committee, which is responsible for oversight of cybersecurity risks, periodically reviews and discusses with management, including the Chief Information Officer, risk issues associated with cybersecurity and policies and controls intended to mitigate those risks.
Our Audit Committee, which is responsible for oversight of cybersecurity risks, periodically reviews and discusses with management, including the Chief Information Officer ("CIO") and the Chief Information Security Officer ("CISO"), risk issues associated with cybersecurity and policies and controls intended to mitigate those risks.
Our CISO receives ongoing updates from his team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our CISO reports to our Chief Information Officer, who meets with our Audit Committee at least annually to discuss cybersecurity risk and related issues.
Our CISO receives ongoing updates from his team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our CISO meets with our Audit Committee at least annually to discuss cybersecurity risk and related issues.
Our Chief Information Security Officer (“CISO”), who has extensive cybersecurity knowledge and skills gained from over 25 years of work experience, heads the team responsible for cybersecurity. Our CISO’s team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards and processes.
Our CISO, who has extensive cybersecurity knowledge and skills gained from over 25 years of work experience, heads the team responsible for cybersecurity. Our CISO’s team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards and processes.
This framework is designed with the goal of enabling the response team to take actions to monitor, mitigate and remediate such incidents in a timely manner. Cybersecurity incidents are regularly reported to the Chief Information Officer and certain critical events are reported to the CEO and the crisis management team comprised of senior executiv es.
This framework aims to enable the response team to take actions to monitor, mitigate and remediate such incidents in a timely manner. Cybersecurity incidents are regularly reported to the CIO and CISO and certain critical events are reported to the CEO and the crisis management team comprised 28 Table of Contents of senior executiv es.
We strive to ensure that our contracts with such vendors require them to maintain security controls in line with industry best practices, applicable laws and our policies.
We strive to ensure that our contracts with such vendors require them to maintain security controls in line with industry best practices, applicable laws and our policies. We rely on vendors to notify us in a timely manner of material cybersecurity in cidents, by virtue of the documents governing their relationship with us or applicable law.

Item 2. Properties

Properties — owned and leased real estate

2 edited+2 added−2 removed0 unchanged
Biggest changeWhile we have operations worldwide, the following summarizes our more significant existing facilities: 27 Table of Contents Location Interest United States: Greenville, South Carolina Owned Houston & Sugar Land, Texas Leased Irving, Texas (Corporate Headquarters) Owned Southern California (Aliso Viejo and Long Beach) Leased Canada: Calgary, Alberta Owned Vancouver, British Columbia Leased Latin America: Santiago, Chile Owned and Leased Europe, Africa and Middle East: Al Khobar, Saudi Arabia Owned Amsterdam, the Netherlands Owned Farnborough, England Owned and Leased Gliwice, Poland Owned Johannesburg, South Africa Leased Utrecht, the Netherlands Leased Asia and Pacific Region: Manila, the Philippines Owned and Leased New Delhi, India Leased Perth, Australia Leased Shanghai, China Leased In addition, we lease or own a number of individually insignificant offices, warehouses and equipment yards strategically located throughout the world.
Biggest changeWhile we maintain a global presence, the following summarizes our more significant existing facilities: Location Interest United States: Greenville, South Carolina Owned Houston, Texas Leased Irving, Texas (Corporate Headquarters) Owned Southern California (Aliso Viejo and Long Beach) Leased Canada: Calgary, Alberta Owned Vancouver, British Columbia Leased Latin America: Santiago, Chile Owned and Leased Europe, Africa and the Middle East: Al Khobar, Saudi Arabia Owned Amsterdam, Netherlands Owned Farnborough, England Owned and Leased Gliwice, Poland Owned Johannesburg, South Africa Leased Asia and Pacific Region: Manila, Philippines Owned and Leased New Delhi, India Leased Perth, Australia Leased Shanghai, China Leased 29 Table of Contents
We also own or lease fabrication yards in China and Mexico through various joint ventures.
In addition to our significant facilities, we lease or own a number of individually smaller offices, warehouses and equipment yards strategically located worldwide. We also own or lease fabrication yards in China and Mexico through various joint ventures.
Removed
Item 2. Properties Major Facilities Our operations are conducted at both owned and leased properties in U.S. and foreign locations totaling approximately 7.1 million rentable square feet, which is comparable to last year. Our executive offices are located at 6700 Las Colinas Boulevard, Irving, Texas.
Added
Item 2. Properties Major Facilities Our global operations span 3.7 million rentable square feet across both owned and leased properties, reflecting a strategic 52% reduction from last year. This decrease is primarily due to our exit from the Sugar Land, Texas facility and the sale of our Stork business in continental Europe.
Removed
As our business frequently changes, the extent of utilization of the facilities by particular segments cannot be accurately stated. In addition, certain of our properties are leased or subleased to third party tenants.
Added
These actions underscore our ongoing commitment to optimizing our footprint and enhancing operational efficiency. Our executive offices are located at 6700 Las Colinas Boulevard, Irving, Texas. Given the dynamic nature of our business, the extent of facility utilization by specific segment varies and cannot be precisely stated. Additionally, some of our properties are leased or subleased to third-party tenants.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeFor information on legal proceedings and matters in dispute, see the Consolidated Financial Statements in this report. Item 4. Mine Safety Disclosures None. 28 Table of Contents PART II
Biggest changeFor information on legal proceedings and matters in dispute, see the Consolidated Financial Statements in this report.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−0 removed2 unchanged
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs (1) October 1–October 31, 2023 — $ — — 10,513,093 November 1–November 30, 2023 — — — 10,513,093 December 1–December 31, 2023 — — — 10,513,093 Total — $ — — _______________________________________________________________________________ (1) The share repurchase program, as amended, totals 34,000,000 shares.
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs (2) October 1 – October 31, 2024 — $ — — 10,513,093 November 1 – November 30, 2024 — — — 30,513,093 December 1 – December 31, 2024 2,353,280 53.05 2,353,280 28,159,813 Total 2,353,280 $ — 2,353,280 _______________________________________________________________________________ (1) Consists of 2,353,280 shares of stock repurchased and canceled by us under our stock repurchase program for total consideration of $125 million.
Issuer Purchases of Equity Securities The following table provides information for the 3 months ended December 31, 2023 about purchases by the company of equity securities that have been registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Issuer Purchases of Equity Securities The following table provides information for the 3 months ended December 31, 2024 about purchases by the company of equity securities that have been registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Any future cash dividends will depend upon our results of operations, financial condition, cash requirements and such other factors as our Board of Directors may deem relevant. At January 31, 2024, there were 3,842 st ockholders of record of our common stock.
Any future cash dividends will depend upon our results of operations, financial condition, cash requirements and such other factors as our Board of Directors may deem relevant. At January 31, 2025, there were 3,426 st ockholders of record of our common stock.
We may repurchase shares from time to time in open market transactions or privately negotiated transactions, including through pre-arranged trading programs, at our discretion, subject to market conditions and other factors and at such time and in amounts that we deem appropriate.
We may repurchase shares from time to time in open market or privately negotiated transactions, including through pre-arranged trading programs, at our discretion, subject to market conditions and other factors and at such time and in amounts that we deem appropriate. The share repurchase program has no fixed expiration date.
Dollars, for the calendar years ended December 31, 2019, 2020, 2021, 2022 and 2023 of $100 invested on December 31, 2018 in our common stock, the S&P MidCap 400 Index and the Dow Jones Heavy Construction Industry Group Index. 29 Table of Contents Year Ended December 31, 2018 2019 2020 2021 2022 2023 Fluor Corporation $ 100.00 $ 58.07 $ 51.70 $ 80.19 $ 112.21 $ 126.81 S&P MidCap 400 Index $ 100.00 $ 126.09 $ 143.39 $ 178.85 $ 155.42 $ 180.90 Dow Jones Heavy Construction Industry Group Index $ 100.00 $ 133.82 $ 162.88 $ 243.89 $ 280.60 $ 337.69 Item 6. [Reserved]
Dollars, for the calendar years ended December 31, 2020, 2021, 2022, 2023 and 2024 of $100 invested on December 31, 2019 in our common stock, the S&P MidCap 400 Index and the Dow Jones Heavy Construction Industry Group Index. 31 Table of Contents Year Ended December 31, 2019 2020 2021 2022 2023 2024 Fluor Corporation $ 100.00 $ 85.49 $ 132.60 $ 185.55 $ 209.69 $ 264.03 S&P MidCap 400 Index $ 100.00 $ 113.65 $ 141.76 $ 123.19 $ 143.38 $ 163.30 Dow Jones Heavy Construction Industry Group Index $ 100.00 $ 121.42 $ 181.81 $ 209.17 $ 251.72 $ 354.86 Item 6. [Reserved]
Added
(2) The share repurchase program was originally announced on November 3, 2011 and, as amended, totals 66,000,000 shares as of December 31, 2024, including 20,000,000 shares incrementally authorized by the Board in November 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

56 edited+29 added−41 removed29 unchanged
Biggest changeWe recognized a $93 million negative earnings impact on sale, including $33 million associated with foreign currency translation. 30 Table of Contents Results of Operations YEAR ENDED DECEMBER 31, (in millions) 2023 2022 2021 Revenue Energy Solutions $ 6,307 $ 5,872 $ 4,956 Urban Solutions 5,262 4,373 4,832 Mission Solutions 2,655 2,289 3,063 Other 1,250 1,210 1,305 Total revenue $ 15,474 $ 13,744 $ 14,156 Segment profit (loss) $ and margin % Energy Solutions $ 381 6.0 % $ 301 5.1 % $ 250 5.0 % Urban Solutions 268 5.1 % 17 0.4 % 41 0.9 % Mission Solutions 116 4.4 % 136 5.9 % 155 5.1 % Other (228) NM (27) NM (31) NM Total segment profit $ and margin % (1) $ 537 3.5 % $ 427 3.1 % $ 415 2.9 % G&A (232) (237) (226) Impairment — 24 (290) Gain (loss) on pension settlement — 42 (198) Foreign currency gain (loss) (98) 25 (13) Interest income (expense), net 168 35 (73) Earnings (loss) from Cont Ops attributable to NCI (60) (72) 39 Earnings (loss) from Cont Ops before taxes 315 244 (346) Income tax (expense) benefit (236) (171) (20) Net earnings (loss) from Cont Ops 79 73 (366) Less: Net earnings (loss) from Cont Ops attributable to NCI (60) (72) 39 Net earnings (loss) from Cont Ops attributable to Fluor 139 145 (405) Less: Dividends on CPS 29 39 24 Less: Make-whole payment on conversion of CPS 27 — — Net earnings (loss) from Cont Ops available to Fluor common stockholders $ 83 $ 106 $ (429) New awards Energy Solutions $ 6,871 $ 6,512 $ 3,313 Urban Solutions 10,141 6,900 2,877 Mission Solutions 1,055 5,347 2,718 Other 1,461 1,056 1,062 Total new awards $ 19,528 $ 19,815 $ 9,970 New awards related to projects located outside of the U.S. 76 % 46 % 61 % (in millions) December 31, 2023 December 31, 2022 Backlog (2)(3) Energy Solutions $ 9,722 $ 9,134 Urban Solutions 14,848 10,270 Mission Solutions 3,945 5,666 Other 926 979 Total backlog $ 29,441 $ 26,049 Backlog related to projects located outside of the U.S. 62 % 49 % Backlog related to lump-sum projects 24 % 37 % 31 Table of Contents (1) Total segment profit is a non-GAAP financial measure.
Biggest changeAfter its deconsolidation, NuScale is included in equity method earnings on our statement of operations. 32 Table of Contents Results of Operations YEAR ENDED DECEMBER 31, (in millions) 2024 2023 2022 Revenue Urban Solutions $ 7,239 $ 5,262 $ 4,373 Energy Solutions 5,976 6,307 5,872 Mission Solutions 2,594 2,655 2,289 Other 506 1,250 1,210 Total revenue $ 16,315 $ 15,474 $ 13,744 Segment profit (loss) $ and margin % Urban Solutions $ 304 4.2 % $ 268 5.1 % $ 17 0.4 % Energy Solutions 256 4.3 % 381 6.0 % 301 5.1 % Mission Solutions 153 5.9 % 116 4.4 % 136 5.9 % Other (78) NM (228) NM (27) NM Total segment profit $ and margin % (1) $ 635 3.9 % $ 537 3.5 % $ 427 3.1 % G&A (203) (232) (237) Impairment — — 24 Gain on pension settlement — — 42 Foreign currency gain (loss) 92 (98) 25 Interest income (expense), net 150 168 35 Earnings (loss) attributable to NCI (61) (60) (72) Earnings before taxes 613 315 244 Income tax expense (including $376 million attributable to equity method earnings in 2024) (634) (236) (171) Net earnings before equity method earnings (21) 79 73 Equity method earnings 2,105 — — Net earnings 2,084 79 73 Less: Net earnings (loss) attributable to NCI (61) (60) (72) Net earnings attributable to Fluor 2,145 139 145 Less: Dividends on CPS — 29 39 Less: Make-whole payment on conversion of CPS — 27 — Net earnings available to Fluor common stockholders $ 2,145 $ 83 $ 106 New awards Urban Solutions $ 9,493 $ 10,141 $ 6,900 Energy Solutions 3,246 6,871 6,512 Mission Solutions 1,910 1,055 5,347 Other 474 1,461 1,056 Total new awards $ 15,123 $ 19,528 $ 19,815 New awards related to projects located outside of the U.S. 38 % 76 % 46 % (in millions) December 31, 2024 December 31, 2023 Backlog (2)(3) Urban Solutions $ 17,749 $ 14,848 Energy Solutions 7,605 9,722 Mission Solutions 2,727 3,945 Other 403 926 Total backlog $ 28,484 $ 29,441 Backlog related to projects located outside of the U.S. 55 % 62 % Backlog related to reimbursable projects 79 % 76 % 33 Table of Contents (1) Total segment profit and margin are non-GAAP financial measures.
Working capital requirements also vary by project and the payment terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients.
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.
We did not consider any cash to be permanently reinvested outside the U.S. as of December 31, 2023 and 2022, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.
We did not consider any cash to be permanently reinvested outside the U.S. as of December 31, 2024 and 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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our financial statements. A discussion and analysis of the operating results of 2022 compared to 2021 are included in our 2022 10-K and have not been repeated in this 10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our financial statements. A discussion and analysis of the operating results of 2023 compared to 2022 are included in our 2023 10-K and have not been repeated in this 10-K.
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; • Limitations associated with workforce distancing; • 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.
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.
If we lose visibility mid-project, we cease recognizing future CFM but do not de-recognize previous amounts of CFM. 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.
If we lose visibility mid-project, we cease recognizing future CFM but do not de-recognize previous amounts of CFM. 37 Table of Contents 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.
Significant judgments and estimates used in the preparation of our financial statements apply to the following critical accounting policies: 35 Table of Contents Revenue Recognition for Long-Term Contracts. We recognize our engineering and construction contract revenue over time as we provide services to satisfy our performance obligations.
Significant judgments and estimates used in the preparation of our financial statements apply to the following critical accounting policies: Revenue Recognition for Long-Term Contracts. We recognize our engineering and construction contract revenue over time as we provide services to satisfy our performance obligations.
Under the income approach, we prepare a discounted cash flow valuation model using recent forecasts and compare the estimated fair value of each asset 36 Table of Contents to its carrying value. Cash flow forecasts are discounted using the appropriate weighted-average cost of capital at the date of evaluation.
Under the income approach, we prepare a discounted cash flow valuation model using recent forecasts and compare the estimated fair value of each asset to its carrying value. Cash flow forecasts are discounted using the appropriate weighted-average cost of capital at the date of evaluation.
Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of December 31, 2023 and through the issuance of this 10-K, we had not made any borrowings under our credit facility.
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 and through the issuance of this 10-K, we had not made any borrowings under our credit line.
We also consider the extent to which client advances (which totaled $80 million and $102 million as of December 31, 2023 and 2022, 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.
We also consider the extent to which client advances (which totaled $79 million and $80 million as of December 31, 2024 and 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.
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.
The prior and amended 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.
Backlog is stated in terms of gross revenues and may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs. For projects related to proportionately consolidated joint ventures, we include only our percentage ownership of each joint venture's backlog.
Backlog is stated in terms of gross revenues and may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs as well as other forms of variable consideration. For projects related to proportionately consolidated joint ventures, we include only our percentage ownership of each joint venture's backlog.
The weighted-average cost of capital is comprised of the cost of equity and the cost of debt with a weighting for each that reflects our current capital structure which can be significantly impacted by volatility in interest rates as seen during 2023.
The weighted-average cost of capital is comprised of the cost of equity and the cost of debt with a weighting for each that reflects our current capital structure which can be impacted by volatility in interest rates.
Litigation and Matters in Dispute Resolution Item is described more fully in the Notes to Financial Statements. LIQUIDITY AND CAPITAL RESOURCES Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from operations, capacity under our credit facilities and, when necessary, access to capital markets.
Litigation and Matters in Dispute Resolution Item is described more fully in the Notes to Financial Statements. 38 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from operations, capacity under our credit facility and, when necessary, access to capital markets.
As of December 31, 2023, letters of credit totaling $918 million were outstanding under uncommitted lines of credit including letters of credit totaling $345 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.
As of December 31, 2024, letters of credit totaling $944 million were outstanding under uncommitted lines of credit including letters of credit totaling $344 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.
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 $775 million. Cash and cash equivalents combined with marketable securities were $2.6 billion as of both December 31, 2023 and 2022.
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 $834 million. Cash and cash equivalents combined with marketable securities were $3.0 billion and $2.6 billion as of December 31, 2024 and 2023, respectively.
In August 2023, we completed a tender offer in which we repurchased $115 million of outstanding 2024 Notes, excluding accrued interest, for consideration of $975.03 per $1,000 principal amount of the notes. In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million.
During 2024, we redeemed $57 million of aggregate outstanding 2028 Notes. During 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million and completed a tender offer in which we repurchased $115 million of outstanding 2024 Notes, excluding accrued interest, for consideration of $975.03 per $1,000 principal amount of the notes.
Net Interest Income (Expense) The increase in net interest income during 2023 was primarily due to an increase in interest rates earned on cash deposits including at our joint ventures in Canada and Mexico as well as the interest savings following the redemption of the 2023 Notes.
Net Interest Income (Expense) The decrease in net interest income during 2024 was primarily due to a decrease in 2024 interest rates earned on cash deposits including at our joint ventures in Canada and Mexico as well as the interest savings following the extinguishment of our 2024 Notes at the end of 2023.
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 December 31, 2023, our backlog included $1.3 billion for loss projects, including $344 million of estimated unfunded losses associated therewith.
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 December 31, 2024, our backlog included $702 million for ongoing legacy projects in a loss position, including approximately $237 million of estimated unfunded losses associated therewith.
Letters of Credit As of December 31, 2023, letters of credit totaling $477 million were outstanding under committed lines of credit.
Letters of Credit As of December 31, 2024, letters of credit totaling $483 million were outstanding under committed lines of credit.
Year Ended December 31, (in millions) 2023 2022 2021 OPERATING CASH FLOW $ 212 $ 31 $ 25 INVESTING CASH FLOW Proceeds from sales and maturities (purchases) of marketable securities (141) (64) (104) Capital expenditures (106) (75) (75) Proceeds from sales of assets (net of cash divested) (5) 95 146 Investments in partnerships and joint ventures (33) (53) (80) Other 8 19 (9) Investing cash flow (277) (78) (122) FINANCING CASH FLOW Proceeds from issuance of 2029 Notes, net of issuance costs 560 — — Capped call transactions related to 2029 Notes (73) — — Purchases and retirement of debt (249) (41) (525) Proceeds from NuScale de-SPAC transaction — 341 — Proceeds from sale of NuScale interest — 107 — Proceeds from issuance of CPS — — 582 Dividends paid on CPS (29) (39) (19) Make-whole payment on conversion of CPS (27) — — Distributions paid to NCI (53) (60) (109) Capital contributions by NCI 10 21 202 Other (12) (14) (9) Financing cash flow 127 315 122 Effect of exchange rate changes on cash 18 (38) (15) Increase in cash and cash equivalents 80 230 10 Cash and cash equivalents at beginning of year 2,439 2,209 2,199 Cash and cash equivalents at end of year $ 2,519 $ 2,439 $ 2,209 Cash paid during the year for: Interest $ 53 $ 54 $ 90 Income taxes (net of refunds) 169 99 75 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 — — 38 Table of Contents Operating Activities Cash flows from operating activities result primarily from our EPC activities and are affected by our earnings levels and changes in working capital associated with such activities.
We will continue to repurchase shares of our stock throughout 2025 to return capital to our shareholders. 39 Table of Contents Year Ended December 31, (in millions) 2024 2023 2022 OPERATING CASH FLOW $ 828 $ 212 $ 31 INVESTING CASH FLOW Proceeds from sales and maturities (purchases) of marketable securities (60) (141) (64) 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 ventures 34 8 19 Other (1) — — 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 interest 80 — 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 — 10 21 Other — (12) (14) Financing cash flow (116) 127 315 Effect of exchange rate changes on cash (69) 18 (38) Increase in cash and cash equivalents 310 80 230 Cash and cash equivalents at beginning of year 2,519 2,439 2,209 Cash and cash equivalents at end of year $ 2,829 $ 2,519 $ 2,439 Cash paid during the year for: Interest $ 42 $ 53 $ 54 Income taxes (net of refunds) 13 169 99 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 — Operating Activities 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.
These investments may include money market funds, bank deposits placed with highly-rated financial institutions, repurchase agreements that are fully collateralized by U.S. Government-related securities, high-grade commercial paper and high quality short-term and medium-term fixed income securities. Capital expenditures were primarily related to construction equipment on certain infrastructure projects as well as expenditures for facilities and investments in IT.
These investments may include money market funds, bank deposits placed with highly-rated financial institutions, repurchase agreements that are fully collateralized by U.S. Government-related securities, high-grade commercial paper and high quality short-term and medium-term fixed income securities.
G&A YEAR ENDED DECEMBER 31, (in millions) 2023 2022 2021 G&A Compensation $ 165 $ 145 $ 164 SEC investigation / Internal review costs 1 38 27 Facilities 14 16 14 Exit costs 6 7 — Reserve for legacy legal claims 3 5 — Severance 5 1 8 Gain on sale of land and buildings — (11) (13) Other 38 36 26 G&A $ 232 $ 237 $ 226 The increase in compensation expense in 2023 was driven by higher performance-based compensation, including annual bonus projections and the effects of our higher stock price on stock-based liability awards.
G&A YEAR ENDED DECEMBER 31, (in millions) 2024 2023 2022 G&A Compensation $ 143 $ 165 $ 145 Facilities 15 14 16 Exit costs 13 6 7 SEC investigation — 1 38 Reserve for legacy legal claims — 3 5 Severance — 5 1 Gain on sale of land and buildings — — (11) All other 32 38 36 G&A $ 203 $ 232 $ 237 The decrease in compensation expense in 2024 was primarily driven by lower performance-based compensation.
Cash balances as of December 31, 2023 and 2022 include cash and cash equivalents and marketable securities held by NuScale of $118 million and $338 million, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities.
Our cash balance as of December 31, 2023 includes cash held by NuScale of $118 million. With the deconsolidation of NuScale beginning in October 2024, cash balances held by NuScale are no longer included in our cash and cash equivalents. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities.
Urban Solutions Revenue in 2023 increased due to the ramp up of execution activities on several recently awarded projects including a large metals project in the U.S., two life sciences projects and a semiconductor project as well as the settlement of a claim on an international bridge project.
Urban Solutions Revenue in 2024 significantly increased compared to 2023 primarily due to the ramp up of execution activities on several recently awarded projects including two life sciences projects, a large metals project, a green steel project and a large mining project.
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 2023 related to a Mission Solutions joint venture and 2 infrastructure joint ventures.
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 related to a Mission Solutions joint venture. During 2024, prior to deconsolidation, NuScale received $80 million in proceeds from the issuance of their common stock.
We may elect to pay any make-whole premium in any combination of cash and shares of our common stock. 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.
We may elect to pay any make-whole premium in any combination of cash and shares of our common stock. 41 Table of Contents In connection with the 2029 Notes offering, we entered into capped call transactions with certain banks. The strike price of the capped call options corresponds to the conversion price of the 2029 Notes of $45.37 per share.
Treasury securities which were subsequently transferred to the trustee of the 2024 Notes in discharging them. We hold cash in bank deposits and marketable securities which are governed by our investment policy. This policy focuses on, in order of priority, the preservation of capital, maintenance of liquidity and maximization of yield.
We also funded an estimated $99 million on loss projects during 2024. Investing Activities We hold cash in bank deposits and marketable securities which are governed by our investment policy. This policy focuses on, in order of priority, the preservation of capital, maintenance of liquidity and maximization of yield.
Upon any conversion, we will repay the principal amount of the notes in cash and may elect 39 Table of Contents to convey the conversion premium in any combination of cash and shares of our common stock.
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.
These amounts (which totaled $491 million and $706 million as of December 31, 2023 and 2022, 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.
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 $333 million and $491 million as of December 31, 2024 and 2023, respectively) were not necessarily readily available for general purposes.
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.
In August 2023, we issued our 1.125% Convertible Senior Notes (the “2029 Notes”). 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.
Under the market approach, we consider market information such as multiples of comparable publicly traded companies and/or completed sales transactions to develop or validate our fair value conclusions, when appropriate and available. Recent Accounting Pronouncements Item is described more fully in the Notes to Financial Statements.
Under the market approach, we consider market information such as multiples of comparable publicly traded companies and/or completed sales transactions to develop or validate our fair value conclusions, when appropriate and available. 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.
(3) Includes backlog of $1.3 billion and $1.8 billion for legacy projects in a loss position as of December 31, 2023 and 2022, respectively.
In 2025, we expect to execute approximately half of our ending 2024 backlog. (3) Includes backlog of $702 million and $1.3 billion for legacy projects in a loss position as of December 31, 2024 and 2023, respectively.
Segment profit in the fourth quarter of 2023 declined compared to 2022 primarily due to a large project nearing completion as well as an adjustment of $33 million for cost growth and schedule extension on the large upstream legacy project.
Segment profit in the fourth quarter of 2024 significantly increased which reflected $33 million for cost growth and schedule extension in 2023 on the now-completed, large upstream legacy project. Mission Solutions Revenue declined slightly during 2024 compared to 2023 primarily due to the cancellation of a project in late 2023.
Proceeds from sales of assets (net of cash divested) during 2023 included proceeds of $17 million for the sale of our AMECO South America business as well as $31 million in cash divested as part of the sale of the Stork business in Latin America.
Proceeds from sales of assets during 2024 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.
YEAR ENDED DECEMBER 31, (in millions) 2023 2022 2021 NuScale (1) $ (106) $ (73) $ (69) Stork (55) 45 32 AMECO (67) 1 6 Segment profit (loss) $ (228) $ (27) $ (31) (1) NuScale expenses included in the determination of segment profit were as follows: NuScale expenses $ (246) $ (179) $ (169) Less: DOE reimbursable expenses 64 74 69 NuScale expenses, net (182) (105) (100) Less: Attributable to NCI 76 32 31 NuScale profit (loss) $ (106) $ (73) $ (69) Segment profit in 2023 includes a $60 million negative earnings impact on the sale of our AMECO South America business (including $35 million for foreign currency translation) and a $93 million negative earnings impact on the sale of our Stork business in Latin America (including cash paid to the buyer of $31 million and $33 million for foreign currency translation).
YEAR ENDED DECEMBER 31, (in millions) 2024 2023 2022 NuScale (1) $ (100) $ (106) $ (73) Stork 23 (55) 45 AMECO (1) (67) 1 Segment profit (loss) $ (78) $ (228) $ (27) (1) NuScale expenses included in the determination of segment profit were as follows: NuScale expenses $ (196) $ (246) $ (179) Less: DOE reimbursable expenses 12 64 74 NuScale expenses, net (184) (182) (105) Less: Attributable to NCI 84 76 32 NuScale profit (loss) $ (100) $ (106) $ (73) 36 Table of Contents Segment profit in 2024 includes a $7 million charge for severance expected upon liquidation of Stork's operations in Trinidad and Tobago as well as an $11 million gain on the sale of Stork's operations in continental Europe.
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. 37 Table of Contents In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships).
Non-U.S. cash and cash equivalents amounted to $1.1 billion as of both December 31, 2024 and 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.
Our profit margin percentages may be favorably or unfavorably impacted by a change in the amount of CFM recorded. We record revenue on a gross basis, including CFM when we have concluded that we are a principal with respect to such materials and services.
We record revenue on a gross basis, including CFM when we have concluded that we are a principal with respect to such materials and services, though the timing of CFM receipt can significantly impact completion percentage.
A reconciliation of U.S. statutory federal income tax expense (benefit) to income tax expense (benefit) follows: Year Ended December 31, (in millions) 2023 2022 2021 U.S. statutory federal tax expense (benefit) $ 66 $ 51 $ (73) Increase (decrease) in taxes resulting from: State and local income taxes 6 — 12 Goodwill Impairment — 10 36 Sale of foreign subsidiaries (10) — — NCI 13 15 (7) Foreign tax differential, net 48 (106) (11) Valuation allowance, net 122 194 103 Stranded tax effects from AOCI — — (52) Other, net (9) 7 12 Total income tax expense $ 236 $ 171 $ 20 32 Table of Contents In 2021, the Organization for Economic Cooperation and Development announced a framework on base erosion and profit shifting.
A reconciliation of U.S. statutory federal tax expense to total income tax expense follows: Year Ended December 31, (in millions) 2024 2023 2022 U.S. statutory federal tax expense $ 571 $ 66 $ 51 Increase (decrease) in taxes resulting from: State and local income taxes 66 6 — Goodwill Impairment — — 10 Sale of foreign subsidiaries — (10) — NCI 13 13 15 Foreign tax differential, net 53 48 (106) Valuation allowance, net (97) 122 194 Other, net 28 (9) 7 Total income tax expense $ 634 $ 236 $ 171 In 2024, we received refunds 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.
We are required to use fair value measurement techniques with inputs that require the use of estimates and involve significant judgment.
We are required to use fair value measurement techniques with inputs that require the use of estimates and involve significant judgment for our impairment testing and in measuring held for sale assets. We estimate the fair value of our assets by considering the results of either the income-based or market-based valuation approach.
New awards significantly increased in 2023 due to awards for a large mining project, a metals project and a life sciences project. Backlog increased during 2023 due to the new award activity. Our staffing business does not report new awards or backlog. Results for the fourth quarter of 2023.
Our staffing business does not report new awards or backlog. Results for the fourth quarter of 2024.
Guarantees The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $15 billion as of December 31, 2023. 40 Table of Contents Financial guarantees, made in the ordinary course of business in certain limited circumstances, 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.
Guarantees The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $16 billion as of December 31, 2024.
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 December 31, 2023, over 10 million shares could still be purchased under the existing stock repurchase program, although we do not have any immediate intent to begin such repurchases.
Financing Activities 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. In November 2024, the Board authorized an additional 20,000,000 shares to the repurchase program.
Earlier in 2023, we recognized a $59 million charge on this project for rework associated with subcontractor design errors and related schedule impacts, and we recognized a similar charge of $35 million in 2022. The increase in segment profit margin in 2023 reflects these same factors.
Segment profit in 2024 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. Further, segment profit in 2023 included the favorable settlement of a claim on an international bridge project.
In 2022, we finalized the settlement of the remaining obligations of this plan and recognized a gain on settlement of $42 million. Segment Operations We are one of the larger global professional services firms providing EPC, fabrication and modularization, and project management services.
Segment Operations We are one of the larger technical and professional services firms providing engineering and design, project management, procurement, construction, operations and maintenance, and fabrication and modularization services.
As of December 31, 2023, letters of credit totaling $477 million were outstanding under our $1.8 billion credit facility, which matures in February 2026 and was amended in August 2023 to permit the issuance of the 2029 Notes.
If we are required to provide collateral, it would consist broadly of liens on our U.S. assets. 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.
Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or are in the process of enacting legislation in future years. Pillar Two is expected to be applicable to us beginning January 1, 2024.
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.
Consolidated revenue increased in 2023 due to the ramp up of execution activities on several projects in Energy Solutions, Urban Solutions and Mission Solutions partially offset by declines in the volume of execution activity for projects which were completed or nearing completion.
Consolidated revenue increased in 2024 primarily driven by an increase in execution activities on several recently awarded projects in our Urban Solutions segment partially offset by revenue declines in Energy Solutions and Mission Solutions.
Investments in unconsolidated partnerships and joint ventures in 2023 included capital contributions to a Mission Solutions joint venture and 3 infrastructure joint ventures. Financing Activities 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.
Investments in unconsolidated partnerships and joint ventures in 2024 included capital contributions to 3 infrastructure joint ventures and an Energy Solutions joint venture compared to capital contributions to 3 infrastructure joint ventures and a Mission Solutions joint venture in 2023. Return of capital from partnerships and joint ventures in 2024 included capital distribution from an infrastructure joint venture.
Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated. 34 Table of Contents Other Other includes the operations of NuScale, Stork and the remaining AMECO business prior to their sale.
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 in 2023 also included a loss of $17 million on embedded foreign currency derivatives compared to a loss of $3 million in 2022.
We recorded $91 million 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. The changes in segment profit margin in 2024 reflect these same factors. New awards and backlog were lower in 2024 compared to 2023.
Upon the sale of AMECO South America in 2023, we recognized a $60 million negative earnings impact, including $35 million associated with foreign currency translation. In August and September 2023, we completed the issuance of the 2029 Notes and the conversion of all our CPS. In December 2023, we discharged the remaining outstanding 2024 Notes.
Segment profit in 2023 includes a $60 million negative earnings impact on the sale of our AMECO South America business (including $35 million for foreign currency translation) and a $93 million negative earnings impact on the sale of our Stork business in Latin America (including cash paid to the buyer of $31 million and $33 million for foreign currency translation).
Segment profit for 2023 significantly improved due to higher execution activity on several projects as well as the initial recognition of inflation-adjusted variable consideration on certain downstream projects and incentive fees on a mining project. Segment profit in 2023 further benefitted from the settlement of project claims and arbitration.
Earnings before taxes significantly improved in 2024 driven by an increase in execution activities on recently awarded life sciences and mining projects as well as the completion or resolution of certain legacy projects in 2024, partially offset by declines in profit due to the recognition of inflation-adjusted variable consideration on certain projects in 2023.
The decline in segment profit was substantially driven by a $30 million charge recognized in the first half of 2023 for cost growth associated with additional schedule delays on a weapons facility project as well as the completion of the 2 projects mentioned above, which offset contributions from projects with increased execution activities.
Segment profit and profit margin significantly improved during 2024 primarily due to the recognition of a $30 million charge in 2023 for cost growth associated with schedule delays on a weapons facility project that is now complete.
Energy Solutions Revenue in 2023 increased due to the ramp up of execution activities on our refinery projects in Mexico, chemicals projects in China and mid-scale LNG projects. These increases to revenue were partially offset by a decline in execution activity for projects nearing completion and lower revenue on an LNG project.
Segment profit in the fourth quarter of 2024 significantly decreased due to the favorable settlement of a claim on an international bridge project during 2023. 35 Table of Contents Energy Solutions Revenue declined during 2024 primarily due to a decline in execution activity for several projects nearing completion, a deferral of revenue recognized on a large project due to reduced productivity and lower revenue on our refinery projects in Mexico as well as revenue on inflation-adjusted variable consideration recognized in 2023.
The increase in segment profit margin in 2023 reflects these same factors. 33 Table of Contents New awards and backlog increased in 2023 due to awards for reimbursable EPCM contracts for 2 large chemicals projects in North America as well as a chemicals project in Poland. Results for the fourth quarter of 2023.
The changes in segment profit margin in 2024 reflect these same factors. New awards in 2024 included a large life sciences project, an incremental award on a large metals project as well as several significant contract extensions for Plant & Facility Services. Backlog increased during 2024 due to these 2 large awards.
Removed
Developments in Our Business We have retained Stork's North American operations, which largely consists of our operations and maintenance business owned by Fluor prior to our acquisition of Stork. This business, renamed Plant & Facility Services, is included in our Urban Solutions segment for all periods presented.
Added
Developments in Our Business 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.
Removed
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.
Added
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.
Removed
In doing so, we irrevocably transferred interest-bearing Treasury securities to the trustee of the 2024 Notes. In 2023, we agreed to sell Stork's European business. This transaction is expected to close in the first half of 2024. However, the conditions imposed by the SPA prevent us from classifying the business as held-for-sale.
Added
After completing the wind down of the Trinidad and Tobago operations, Stork's divestiture will be complete. Beginning in October 2024, based principally on their equity sales, we no longer met the criteria to consolidate NuScale.
Removed
In December 2023, we sold the Stork business in Latin America, largely for the assumption of debt by the purchaser.
Added
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.
Removed
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 2023, as most of our markets and our clients' spending patterns have returned to pre-COVID norms.
Added
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.
Removed
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 client recoveries.
Added
The improvement in earnings before taxes in 2024 was also attributable to losses recognized in 2023 on the sales of our AMECO and Stork businesses in Latin America. Further, earnings before taxes in 2024 included a foreign currency gain compared to a loss in 2023.
Removed
For example, in the fourth quarter of 2023, we finalized an agreement for COVID-related relief on a single infrastructure project that caused our project level revenue assumptions to increase by $127 million.
Added
Net earnings excluding amounts attributable to equity method earnings were as follows: YEAR ENDED DECEMBER 31, (in millions) 2024 Earnings before taxes $ 613 Income tax expense (634) Less: Income tax expense attributable to equity method earnings 376 Income tax expense and effective tax rate, excluding amount attributable to equity method earnings (258) 42 % Net earnings excluding amount attributable to equity method earnings $ 355 Equity method earnings $ 2,105 Income tax expense and effective tax rate attributable to equity method earnings (376) 18 % Equity method earnings, net of related income tax expense $ 1,729 Net earnings $ 2,084 34 Table of Contents The effective tax rate on earnings was 103%, 75% and 70% for 2024, 2023 and 2022, respectively.
Removed
Despite the improvements in segment profit in 2023, we recognized charges on 3 legacy projects for cost growth and also recognized $153 million negative earnings impact on the sales of our AMECO and Stork businesses in Latin America. The effective tax rate on earnings from Cont Ops was 75%, 70% and (6%) for 2023, 2022 and 2021, respectively.
Added
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 in 2024. We will continue to evaluate the impact of these tax law changes on future periods. Our results were significantly impacted by evolving foreign currency rates in 2024.
Removed
The framework includes Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations, at a minimum rate of 15%. Multiple sets of guidance have been and continue to be issued.
Added
During 2024, the U.S. dollar appreciated against the Euro, British Pound, Canadian Dollar and Mexican Peso. Our profit margin percentages may be favorably or unfavorably impacted by a change in the amount of CFM recorded.
Removed
We are continuing to evaluate the impacts of proposed, pending, and enacted legislation in the non-US tax jurisdictions we operate in as new guidance becomes available. Our results were significantly impacted by evolving foreign currency rates in 2023. During 2023, the U.S. dollar depreciated against the Euro, British Pound and Canadian Dollar.
Added
Segment profit increased in 2024 due to the ramp up of several recently awarded projects, partially offset by cost growth on an infrastructure project.
Removed
The increase in backlog resulted from significant new awards booked during 2023 in Energy Solutions and Urban Solutions. In 2024, we expect to perform approximately half of our ending 2023 backlog.
Added
The decreases in revenue during 2024 were partially offset by the ramp up of execution activities on 3 chemicals projects. Segment profit declined in 2024 primarily due to the initial recognition of inflation-adjusted variable consideration on certain downstream projects during 2023.
Removed
Impairment Impairment expense, included in Cont Ops, for 2022 and 2021 is summarized as follows: Year Ended December 31, (in millions) 2022 2021 Impairment: Goodwill associated with Stork and AMECO $ 40 $ 13 Energy Solutions' equity method investments — 28 IT assets — 16 Fair value adjustment of Stork and AMECO assets (63) 233 Total impairment $ (24) $ 290 We did not recognize any material impairment expense in 2023.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−1 removed5 unchanged
Biggest changeOur long-term debt typically features a fixed-rate coupon. The fees we pay on our outstanding letters of credit are also fixed rates based on our credit spread. Therefore, our exposure to floating interest rates is not material. However, in the future, any new debt issuances could be exposed to increasing interest rates or feature floating interest rates. Item 8.
Biggest changeOur long-term debt typically features a fixed-rate coupon. The fees we pay on our outstanding letters of credit are also fixed rates based on our credit spread. Therefore, our exposure to floating interest rates is not material. However, in the future, any new debt issuances could be exposed to increasing interest rates or feature floating interest rates.
Removed
Financial Statements and Supplementary Data The information required by this Item is submitted as a separate section of this Form 10-K as described in Item 15. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.

Other FLR 10-K year-over-year comparisons