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What changed in FLUOR CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FLUOR CORP's 2024 and 2025 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 2025 report.

+266 added−283 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in FLUOR CORP's 2025 10-K

266 paragraphs added · 283 removed · 201 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

65 edited+19 added−31 removed37 unchanged
Biggest changeStrategic 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.
Biggest changeStrategic Priorities We are guided by 4 strategic priorities for driving value creation for our shareholders: • Drive growth across our portfolio by growing our market positions in energy addition, low carbon power, LNG, sustainable chemicals, data centers, semiconductors, critical metals and minerals and national security while maintaining our industry leading position in traditional oil & gas, chemicals, commodity mining, life sciences and supporting the DOE. • Pursue contracts with fair and balanced commercial terms by focusing on pursuing contracts with more favorable, risk-adjusted terms that reward us for value, enhancing our business acumen, focusing on reimbursable terms and only considering fixed-price contracts for segments and scopes where we have a strong position and strategy for delivering expected returns. • Reinforce financial discipline by strengthening our financial position through predictable cash flow and earnings.
We believe our engineering, procurement, fabrication and construction business derives its competitive strength from our market diversity, excellence in execution, reputation for quality, technology, cost-effectiveness, worldwide procurement capability, project management expertise, geographic coverage, ability to meet client requirements by performing construction on either a union or an open shop basis, ability to execute complex projects of varying sizes, strong safety record and lengthy experience with a wide range of services and technologies.
We believe our engineering, procurement and construction business derives its competitive strength from our market diversity, excellence in execution, reputation for quality, technology, cost-effectiveness, worldwide procurement capability, project management expertise, geographic coverage, ability to meet client requirements by performing construction on either a union or an open shop basis, ability to execute complex projects of varying sizes, strong safety record and lengthy experience with a wide range of services and technologies.
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.
We 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.
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.
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 Business Group President, Urban Solutions since January 2024. Prior to that, he was President, Mining & Metals from 2017 to 2023. Mr.
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.
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.
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.
Business Segments Urban Solutions We believe that ongoing 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.
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.
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.
Competition for our Energy Solutions and Urban Solutions segments is based on an ability to provide the design, engineering, planning, management and project execution skills required to complete complex projects in a safe, timely and cost-efficient manner.
Competition for our Energy Solutions and Urban Solutions segments is based on an ability to provide the design, engineering, planning, management and project execution skills required to complete complex projects in a safe, timely and 7 Table of Contents cost-efficient manner.
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.
For advanced technologies and manufacturing, we deliver front-end engineering, program management and EPC services to a diverse range of companies globally. Our expertise 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 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.
We believe that we are compliant with environmental, health and safety requirements. 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 8 Table of Contents expense.
We provide th ese services to our clients in diverse industries worldwide including advanced technologies and manufacturing, chemicals, infrastructure, life sciences, LNG, mining and metals, nuclear project services, energy transition, and oil and gas production and fuels. We are also a service provider to the U.S. federal government and governments abroad.
We provide th ese services to our clients in diverse industries worldwide including life sciences, advanced technologies and manufacturing, data centers, mining and metals, gas and nuclear derived power, infrastructure, chemicals, LNG, and oil and gas production and fuels. We are also a service provider to the U.S. federal government and governments abroad.
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.
Regan joined the company in 2020. 11 Table of Contents 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.
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.
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.
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.
We provide a broad range of services, including consulting, design, planning, financial structuring, engineering, construction and operation and maintenance services. Continuing urbanization and the replacement and expansion of aging infrastructure in North America continues to drive project opportunities.
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.
We specialize in designing projects that incorporate lean manufacturing principles, helping clients accelerate their time to market. In life sciences, we offer front-end studies and EPC services to the pharmaceutical, biotechnology, medical device and animal health industries.
We also maintain information on our website related to our corporate governance including our Corporate Governance Guidelines, our Board Committee Charters and our Code of Business Conduct and Ethics for Members of the Board of Directors.
We also maintain information on our website related to our corporate governance including our Corporate Governance Guidelines, our Board Committee Charters and our Code of Business Conduct and Ethics for Members of the Board of Directors. Website references are provided throughout this document for convenience.
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.
Prior to that, he was Group President, Project Execution from 2021 to 2025 and Group President, Energy & Chemicals from 2019 to 2021. Mr. Fields joined the company in 1981. Kevin B. Hammonds Mr. Hammonds has been Executive Vice President and Chief Legal Officer since August 2024 and Corporate Secretary since May 2025.
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 have employees in the following regions: Region % of Global Workforce North America 58 % Europe, Africa and Middle East 17 % Central and South America 5 % Asia Pacific (includes Australia) 20 % Health and Safety Safety is one of our core values t hat guides everything we do.
In some limited markets, we are seeing hybrid contracts containing both lump-sum and reimbursable elements. For our material hybrid contracts, we split the contract and report backlog based on both the lump-sum and reimbursable elements.
For our material hybrid contracts, we split the contract and report backlog based on both the lump-sum and reimbursable elements.
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.
Compliance with Government Regulations Environmental We operate at sites around the world, including locations that involve activities related to nuclear facilities, hazardous waste, hydrocarbon production, distribution and transport, the military, and infrastructure. Some of our work takes place near environmentally sensitive areas such as wetlands, lakes and rivers.
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.
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.
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.
Prior to that, he was Group President, Corporate Development and Sustainability from 2021 to 2025, Senior Vice President, Operations — Energy & Chemicals from 2019 to 2021 and Senior Vice President, Global Business Development — Energy & Chemicals in 2019. Mr. Collins joined the company in 1994. David E. Constable Mr.
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.
General Operations Our services span 6 broad categories, from consulting activities to complete design-build, operations and maintenance contracts. • In engineering and design , we develop solutions to address our clients’ most complex challenges.
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.
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. Additionally, we can provide key management, staffing and management skills to clients on-site at their facilities.
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.
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. Our services include conceptual and feasibility studies through detailed EPC, commissioning and startup support.
We are committed to taking care of our employees and preventing injuries in our offices and project locations. Our robust programs and procedures help us mitigate the hazards inherent in the work we do. We are committed to fostering a caring, preventive culture founded on proactive action by engaged employees. We call this Safer Together SM .
We are deeply committed to protecting our employees and preventing injuries across our offices and project sites. Through robust programs and procedures, we work diligently to mitigate the hazards inherent in our operations. Our goal is to foster a caring, preventive culture built on proactive action by engaged employees. We call this commitment Safer Together SM .
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.
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. Tracey H. Cook Ms. Cook has been Executive Vice President and Chief Human Resources Officer since April 2025.
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.
Human Capital The following summarizes our human capital information as of December 31, 2025: Number of Employees Salaried employees 17,122 Craft and hourly employees 4,602 TRS agency 1,271 Total 22,995 The number of craft and hourly employees can vary in relation to the number, size and phase of execution of our projects.
Trust, accountability and fairness define our character. Collectively we thrive when we include, respect and empower one another. Our high-performance teams embrace opportunities, solve challenges and continuously improve. Competitive Strengths As a world-class provider of technical and professional services, we believe that we bring capital efficient business solutions to our clients.
Our high-performance teams embrace opportunities, solve challenges and continuously improve. Competitive Strengths As a world-class provider of technical and professional services, we believe that we bring capital efficient business solutions to our clients. We believe that our business advantages and global positioning provide us with significant competitive strengths, including: Safety.
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.
Our distributed execution centers deliver high quality services on a cost-efficient basis. Excellence in Execution. 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.
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.
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.
Total headcount reflects an 11% reduction from last year, primarily due to the sale of our Stork business in continental Europe.
Total headcount reflects an 14% reduction from last year, primarily due to the sale of our Stork business in the U.K. as well as actions taken to enhance our operational efficiency.
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.
Many of our opportunities are located in remote or logistically challenging regions, and our scale, regional presence and experience enable us to execute large scale mining and metals projects worldwide. In infrastructure, we support the development of projects with a focus on state departments of transportation.
These variations are influenced by, among other things, weather, customer spending patterns, bidding seasons, receipt of required regulatory approvals, project timing and schedules, and holidays. For example, harsher weather conditions in winter may impact our ability to complete work in parts of North America and the holiday season schedule affects our productivity during this period.
For example, harsher weather conditions in winter may impact our ability to complete work in parts of North America and the holiday season schedule affects our productivity during this period.
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.
We believe we have the ability to assess, mitigate and manage project risk, particularly in challenging locations or circumstances. 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.
The various forms of protection are relied upon to support our technology offerings, such as our carbon capture and sulfur recovery service offerings. Seasonality 8 Table of Contents Our operations can be subject to seasonal and other variations.
The various forms of protection are relied upon to support our technology offerings, such as our carbon capture and sulfur recovery service offerings. Seasonality Our operations can be subject to seasonal and other variations. These variations are influenced by, among other things, weather, customer spending patterns, bidding seasons, receipt of required regulatory approvals, project timing and schedules, and holidays.
Significant Clients For 2024, revenue earned from agencies of the U.S. government accounted for 16% of our total revenue. We perform work for these government agencies under multiple contracts and sometimes through joint venture arrangements. No other client accounted for more than 10 percent of our revenues in 2024.
Significant Clients For 2025, revenue earned from agencies of the U.S. government accounted for 17% of our total revenue. We perform work for these government agencies under multiple contracts and sometimes through joint venture arrangements. Additionally, revenue from a single Urban Solutions' customer spanning multiple projects amounted to 15% of our revenue in 2025.
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.
Item 1. Business Fluor is dedicated to building a better world by applying our world-class expertise to solve our clients' greatest challenges. We deliver professional and technical solutions that emphasize safety, operational excellence and capital efficiency for our 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.
We deliver solutions for nuclear security and operations, fuels enrichment, nuclear waste management and laboratory management. As an industry leader in nuclear remediation, we oversee site management, environmental remediation and decommissioning at government facilities, effectively addressing environmental and regulatory challenges. In civil services, we are a partner to FEMA for disaster recovery and emergency response.
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.
In 2025, Fluor and our Fluor Foundation contributed $5 million to global charitable initiatives, improving communities where we live and operate. 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 2025.
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.
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 2025, our employees received over 220,000 ho urs of training through Fluor University.
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.
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. Trust, accountability and fairness define our character. Collectively we thrive when we include, respect and empower one another.
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.
Prior to that, he was Chief Operating Officer from 2024 to 2025, Business Group President, Energy Solutions from 2021 to 2024 and President, Downstream — Energy & Chemicals from 2019 to 2021. Mr. Breuer joined the company in 1993. Alvin C. Collins III Mr. Collins has been Business Group President, Mission Solutions since March 2025.
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.
Morgan joined the company in 1990. John C. Regan Mr. Regan has been Executive Vice President and Chief Financial Officer since March 2025. Prior to that, he was Executive Vice President, Controller and Chief Accounting Officer from 2020 to 2025. Mr. Regan is a Certified Public Accountant recognized by the State of Texas. Mr.
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.
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 Our Energy Solutions segment offers EPC services for traditional oil and gas markets, including upstream, fuels, chemicals, LNG and power markets.
Whether our clients are new or have been with us for many decades, our ability to successfully foster and maintain relationships remains a key strength. Risk Management. We believe we have the ability to assess, mitigate and manage project risk, particularly in challenging locations or circumstances.
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. Whether our clients are new or have been with us for many decades, our ability to successfully foster and maintain relationships remains a key strength. Risk Management.
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.
Downstream, we help clients upgrade refineries for greater capacity, efficiency and sustainability, and we repurpose facilities for renewable fuels and low carbon solutions. 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.
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.
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 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.
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 serve clients in these industries with comprehensive project life-cycle services, including expansion and modernization projects as well as in sustaining capital work. Our extensive skill set also supports energy transition markets, including nuclear power and other low-carbon energy sources, asset decarbonization, carbon capture, renewable fuels, green chemicals and hydrogen.
All officers serve in their respective capacities at the pleasure of the Board of Directors. Michael E. Alexander Mr. Alexander has been Group President, Energy Solutions since August 2024. Prior to that, he was President, Chemicals from 2019 to 2024 and President, Energy & Chemicals — Americas in 2019. He joined the company in 1991. Joseph L. Brennan Mr.
Alexander has been Group President, Project Execution since November 2025. Prior to that he was Business Group President, Energy Solutions from 2024 to 2025. Prior to that, he was President, Chemicals from 2019 to 2024 and President, Energy & Chemicals — Americas in 2019. He joined the company in 1991. 10 Table of Contents Pierre Bechelany Mr.
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.
Maintaining a safe and secure workplace is a key business driver for us and our clients. In our experience, whether in an office or at a jobsite, our commitment to safety reduces risks, supports the well-being of our workforce, 3 Table of Contents enhances morale, improves productivity, reduces project costs and strengthens client relationships.
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.
Through our charitable partners and the volunteerism of our employees, we delivered 594,000 hours of STEM (science, technology, engineering and math) instruction and provided workforce development to 5,500 individuals to help inspire and prepare the next-generation workforce. We provided 940,000 meals to the hungry. We planted 58,500 trees, including large scale, multi-year efforts in 5 countries.
We 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 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 actively cultivate new relationships while also building on our long-term relationships with existing clients.
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.
We have extensive experience in gas-fired power plants. Mission Solutions Mission Solutions delivers advanced technical services to the U.S. and other governments. 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 DOE and the National Nuclear Security Administration.
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.
As of December 31, 2025, the following table summarizes contract type within our ending backlog: 6 Table of Contents December 31, December 31, (in millions) 2025 2024 Reimbursable $ 20,713 81 % $ 22,589 79 % Lump-Sum and Guaranteed Maximum 4,823 19 % 5,895 21 % Under reimbursable contracts, the client reimburses us based upon negotiated rates and fees.
In 2024, our employees received nearly 213,000 ho urs of training through Fluor University, up 60% compared to 2023. In 2024, we also rolled out comprehensive global initiatives targeted specifically for managers, including quarterly webinars on talent topics, monthly orientation training for new managers and a standardized resource toolkit for consistent talent development.
We also offer comprehensive global initiatives targeted specifically for managers, including webinars on talent topics, monthly orientation training for new managers and a standardized resource toolkit for consistent talent development. 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.
However, through our predecessors, we have been in business for more than 110 years, providing services that have formed the essential building blocks of development and progress over that time. We believe we are poised to continue helping our clients meet similar needs into the foreseeable future.
Incorporated in Delaware in September 2000, Fluor and its predecessors have served clients for over 110 years, consistently supporting development and progress. We believe we are poised to continue helping our clients meet similar needs into the foreseeable future. Through our subsidiaries and joint ventures, we stand among the world's leading professional services firms, offering EPC and project management services.
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.
Bechelany has been Business Group President, Energy Solutions since November 2025. Prior to that, he was President, LNG and Power — Energy Solutions from 2024 to 2025 and President, LNG — Energy Solutions from 2020 to 2023. He joined the company in 2010. James R. Breuer Mr. Breuer has been Chief Executive Officer since May 2025.
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.
Our operations are organized into 3 principal segments: Urban Solutions, Energy Solutions and Mission Solutions. Additional activities are reported under our Other segment.
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.
Constable has been Executive Chairman of the Board since May 2022. He was previously Chief Executive Officer of the company from January 2021 to May 2025, and has served as a member of Fluor's Board of Directors since 2019.
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.
Beyond physical safety, we champion overall employee wellbeing. We provide resources such as mental health awareness campaigns, our global Employee Assistance Program, site-specific wellbeing programs and training in suicide prevention and mental health first aid. 9 Table of Contents In 2025, our safety performance, calculated in accordance with U.S.
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.
Occupational Safety and Health Administration (OSHA) record keeping requirements, achieved a total case incident rate of 0.36, surpassing our goal of less than or equal to 0.38 and outperforming comparable industry benchmarks. Development Opportunities One of our top priorities is to provide ongoing training and development for our employees through multiple avenues.
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.
Hammonds 54 Chief Legal Officer and Corporate Secretary Anthony Morgan 59 Business Group President, Urban Solutions John C. Regan 56 Chief Financial Officer _______________________________________________________________________________ (1) All references are to positions held with Fluor Corporation. All officers serve in their respective capacities at the pleasure of the Board of Directors. Michael E. Alexander Mr.
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.
In 2025, we continued to make progress on our strategic priorities. As of December 31, 2025, 81% of our backlog is reimbursable. Our Core Values Our Core Values serve as our behavioral compass, guiding all of our actions. They are not only what we believe, they are the foundation of how we achieve our purpose to build a better world.
Prior to that, she was Head of Supply Chain Transformation, Southeast Asia and Australasia at Unilever, a consumer goods company, from 2018 to 2019. Ms. Dillow first joined the company in 1996. Mark E. Fields Mr. Fields has been Group President, Project Execution since January 2021.
Prior to that, he was Director of Technical Accounting and Internal Reporting from 2019 to 2025. Mr. Elliott is a Certified Public Accountant recognized by the State of Texas. Mr. Elliott joined the company in 2019. Mark E. Fields Mr. Fields has been Group President, Strategic Projects since November 2025.
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Acting through our many subsidiaries and interests in joint ventures, we are one of the larger global professional services firms providing EPC, fabrication and modularization, and project management services.
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Our capital allocation priorities include investing in our people and growth markets, maintaining low debt leverage and returning capital to shareholders. • Foster a high-performance culture of project delivery by using A.I. and technology to improve cost and schedule, to support quality project execution and delivering results for our clients.
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We believe that our business advantages and global positioning provide us with significant competitive strengths, including: Safety. Maintaining a safe and secure workplace is a key business driver for us and our clients.
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Our safety culture is a defining feature of our organization. Global Execution Platform. As a leading publicly traded EPC firm, our global footprint enables us to build local relationships, seize opportunities and rapidly mobilize resources to project sites worldwide. We regularly form strategic alliances with local partners, utilize our supply chain expertise and emphasize local training programs.
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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.
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We continue to improve our approach to data-driven execution and the use of A.I. and other technologies, which has enhanced our ability to meet our clients' needs. Market Diversity. We 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.
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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.
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We excel at delivering large, complex projects in challenging locations, and as energy and chemicals work becomes more globally and geopolitically complex, clients rely on our expertise and proven global capabilities. Our role is tailored to each project's requirements. We may provide front-end engineering, program management and final design services; construction management and self-perform construction; or oversight of other contractors.
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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.
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We also manage procurement of materials, equipment and subcontractors. Our capabilities include designing and constructing new facilities, as well as upgrading, optimizing, modernizing and expanding existing ones. Additionally, we offer consulting services ranging from feasibility studies and process assessments to project finance structuring.
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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.
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In production and fuels, we deliver projects across the oil and gas value chain, including production, processing, refining and energy transition initiatives. Our upstream work covers field development, pipelines, offshore facilities and gas 5 Table of Contents processing.
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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.
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We are also involved in battery chemicals projects and implementing lower carbon solutions on existing and new chemical facilities. In LNG, we have participated in a wide range of developments, including liquefaction, floating LNG facilities, mid-scale LNG solutions and regasification terminals.
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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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

63 edited+6 added−13 removed181 unchanged
Biggest changeDepartment of Defense. U.S. government contracts are subject to various uncertainties, restrictions and regulations, including oversight audits by government agencies and profit and cost controls, which could result in withholding or delay of payments to us. U.S. government contracts are also subject to uncertainties associated with congressional funding, including the potential impacts of budget deficits, government shutdowns and federal sequestration.
Biggest changeU.S. government contracts are subject to various uncertainties, including, but not limited to: • significant delays in funding appropriations, reductions in spending and changes in budgetary priorities that could reduce demand for our services, cancel or delay federal projects, and result in the closure of federal facilities and significant personnel reductions; • disruptions to departments or agencies (including as result of budget deficits, government shutdowns and federal sequestration) that could interrupt communications with departments and agencies, result in program cancellations, disruptions and/or stop work orders, limit the government’s ability to make timely payments, and limit our ability to perform under existing contracts and compete for new projects; • oversight audits by government agencies and profit and cost controls, which could result in withholding or delay of payments to us; and • changes in the federal administration and/or congressional leadership and other policy and economic changes that could adversely impact us.
We may also face material risks from the potential reversal or modification of these regulations, and reversal or material modification of these regulations could could lead to the loss of time and resources already invested to prepare for these requirements. Many of these costs may not be recoverable from our clients. We may be unsuccessful in implementing our strategic initiatives.
We may also face material risks from the potential reversal or modification of these regulations, and reversal or material modification of these regulations could lead to the loss of time and resources already invested to prepare for these requirements. Many of these costs may not be recoverable from our clients. We may be unsuccessful in implementing our strategic initiatives.
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.
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 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.
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 Indebtedness and Other Credit Related Risks • Adverse credit and financial market conditions, including 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.
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. As a result, we may receive lower fees or lose our ability to earn incentive fees.
These and other risks have in the past, and may in the future, result in our failure to achieve contractual cost or schedule commitments, or to satisfy safety performance, overall client satisfaction or other performance criteria. As a result, we may receive lower fees or lose our ability to earn incentive fees.
Our indebtedness could have important consequences, including but not limited to: • increasing our vulnerability to general adverse economic and industry conditions; • requiring us to dedicate a substantial portion of our operating cash flow to servicing our debt, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes; and • limiting our flexibility in planning for, or reacting to, challenges and opportunities, and changes in our businesses and the markets in which we operate.
Our indebtedness could have important consequences, including but not limited to: • increasing our vulnerability to general adverse economic and industry conditions; 24 Table of Contents • requiring us to dedicate a substantial portion of our operating cash flow to servicing our debt, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes; and • limiting our flexibility in planning for, or reacting to, challenges and opportunities, and changes in our businesses and the markets in which we operate.
Operating 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.
Operating 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 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.
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.
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 and tariffs 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, tariffs, 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 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; 14 Table of Contents • Poor performance of our clients, partners, subcontractors, suppliers or other third parties; • Delays or productivity issues caused by climate-related events or other natural disasters; and • Changes in local laws or difficulties or delays in obtaining permits, rights of way or other governmental approvals.
Such restrictions affect or will affect and, in many respects, limit or prohibit, among other things, our ability and the ability of some of our subsidiaries to: • incur additional indebtedness; • create liens; • pay dividends and make other distributions in respect of our equity securities; • make investments or other restricted payments; 24 Table of Contents • sell assets; • enter into transactions with affiliates; and • effect mergers or consolidations.
Such restrictions affect or will affect and, in many respects, limit or prohibit, among other things, our ability and the ability of some of our subsidiaries to: • incur additional indebtedness; • create liens; • pay dividends and make other distributions in respect of our equity securities; • make investments or other restricted payments; • sell assets; • enter into transactions with affiliates; and • effect mergers or consolidations.
Awards, including expansions of existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors including a client's decision to not proceed with the development of a project, governmental approvals, financing contingencies (including governmental support), oil and gas prices, environmental conditions and overall market and economic conditions.
Awards, including expansions of existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors including a client's decision to not proceed with the development of a project, governmental approvals, financing contingencies (including governmental support), commodity prices, environmental conditions and overall market and economic conditions.
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.
For example, concerns about climate and environmental matters 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 and environmental matters 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.
These types of claims can occur due to matters such as owner-caused delays or changes from the initial project scope, which result in additional cost. These claims can result in lengthy and costly proceedings, and it is often difficult to accurately predict when these claims will be fully resolved.
These types of claims can occur due to matters such as owner-caused delays or changes from the initial project scope, which result in additional cost. These claims can result in lengthy and costly proceedings, and it is often difficult to 25 Table of Contents accurately predict when these claims will be fully resolved.
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.
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.
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.
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, tariffs, slow growth or recession, changes to governments' fiscal or monetary policy and high interest rates), low or volatile oil and gas prices or other commodity prices, political uncertainties and currency fluctuations.
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.
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.
Our efforts to protect information on our network and put technical and/or contractual measures in place to protect information exchanges with other third parties with whom we work may be unsuccessful, and we cannot control or manage the safety and security of any third-party computing environment.
Our efforts to protect information on our network and put 16 Table of Contents technical and/or contractual measures in place to protect information exchanges with other third parties with whom we work may be unsuccessful, and we cannot control or manage the safety and security of any third-party computing environment.
We are subject to numerous environmental laws and health and safety regulations. Our projects can involve the handling of hazardous and other highly regulated materials, including nuclear and other radioactive materials, which, if improperly handled or disposed of, could subject us to civil and criminal liabilities.
We are subject to numerous environmental laws and health and safety regulations. Our projects can involve the handling of hazardous and other highly regulated materials, including nuclear and other radioactive materials, which, if 26 Table of Contents improperly handled or disposed of, could subject us to civil and criminal liabilities.
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 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.
When making contract proposals, 19 Table of Contents we rely heavily on our estimates of costs and timing to complete the associated projects, as well as assumptions regarding technical issues, but those estimates and assumptions may ultimately prove to be incorrect.
When making contract proposals, we rely heavily on our estimates of costs and timing to complete the associated projects, as well as assumptions regarding technical issues, but those estimates and assumptions may ultimately prove to be incorrect.
Compliance with such regulations and the associated potential costs is complicated by various countries and regions following different approaches to the regulation of climate change. 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.
Compliance with such regulations and the associated potential costs is complicated by various countries and regions following different approaches to the regulation of climate and environmental matters. Increasing scrutiny and changing expectations from stakeholders with respect to sustainability practices may impose additional costs on us or expose us to reputational harm or other risks.
The fair value of our investment in NuScale is subject to the fluctuations of NuScale's stock price, which may subject our consolidated earnings to volatility.
The fair value of our investment in NuScale is subject to the fluctuations of NuScale's stock price, which subjects our consolidated earnings to volatility.
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.
Our efforts to mitigate our business risks associated with climate-related events and natural disasters cannot eliminate those risks, and we recognize that there are inherent climate-related and environmental 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.
The safeguards we have implemented, including policies and procedures, governance reviews, technical measures where feasible, and contractual obligations relating to the ethical use of AI, may not be adequate or effective, and we cannot guarantee or control how third parties with whom we do business may utilize AI, which may increase our risk and exposure relating to confidentiality and information security and information accuracy.
The safeguards we have implemented, including policies and procedures, governance reviews, technical measures where feasible, and contractual obligations relating to the ethical use of AI, may not be adequate or effective, and we cannot guarantee or control how third parties with whom we do business may utilize AI, which subjects us to increased risk and exposure relating to confidentiality and information security and information accuracy.
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.
There is no guarantee that current commodity prices will be sufficient to justify clients' capital expenditures, and the timing and extent of any future improvements in demand remain uncertain.
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.
Risks Related to Indebtedness and Other Credit Related Risks Adverse credit and financial market conditions, including high interest rates, could impair our clients', our partners' and our own borrowing capacity, which could negatively affect us.
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 also monitor the financial health of our insurance providers. Our insurance is purchased from a number of leading providers, often in layered insurance or quota share arrangements.
To the extent that our international business is affected by unexpected and adverse foreign economic and political conditions and risks, we may experience project disruptions and losses. Our backlog is subject to unexpected adjustments and cancellations.
To the extent that our international business is affected by unexpected and adverse foreign economic and political conditions and risks, we may experience project disruptions and losses. 18 Table of Contents Our backlog is subject to unexpected adjustments and cancellations.
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.
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.
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.
To the extent we are unable to meet these competitive challenges, we could experience reduced profitability. Our ability to operate profitably requires us to hire and retain qualified personnel.
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.
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. 12 Table of Contents • If we experience delays or defaults in client payments, we could be negatively impacted. • Contracts with or funded by the U.S. federal government pose additional risks compared to contracts with or wholly-funded by private sector clients. • 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-related events, 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 harm or other risks. • We may be unsuccessful in implementing our strategic initiatives.
The insurance we maintain that specifically covers cybersecurity threats may not sufficiently cover all types of losses or claims that we might experience, including losses from reputational harm or the costs to improve security against future similar threats or losses arising from the computing environments and systems managed by others.
The insurance we maintain that specifically covers cybersecurity threats may not sufficiently cover all types of losses or claims that we might experience, including losses from delays in our ability to provide services to our customers, reputational harm or the costs to improve security against future similar threats or losses arising from the computing environments and systems managed by others.
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.
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. 21 Table of Contents Foreign currency risks could have an adverse impact on us.
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.
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.
In addition, our credit facility requires us to maintain specified financial covenants. A breach of any of these covenants could result in a default. If a default occurs, the relevant lenders could elect to accelerate payments due.
In addition, our credit facility requires us to maintain specified financial covenants. A breach of any of these covenants could result in a default. If a default occurs, the relevant lenders could elect to accelerate payments due or decline access to the facility for further borrowings.
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.
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.
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 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.
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.
In addition, adverse credit and financial market conditions, including 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 us.
Areas requiring development of significant estimates include: • determination of profitability; • recognition of project incentives, awards, change orders, claims or other variable consideration we expect to receive; • estimated amounts for project losses, warranty costs, contract close-out or other costs; • income tax provisions and related valuation allowances; and • accruals for other estimated liabilities, including litigation and insurance reserves and receivables.
Areas requiring development of significant estimates include: • determination of profitability; • recognition of project incentives, awards, change orders, claims or other variable consideration we expect to receive; • estimated amounts for project losses, warranty costs, contract close-out or other costs; • income tax provisions and related valuation allowances; and • accruals for other estimated liabilities, including litigation and insurance reserves and receivables. 19 Table of Contents Estimates are based on reasonable assumptions and experience, but are only estimates.
Item 1A. Risk Factors We operate in a complex and rapidly changing global environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and stock price. The risks described below highlight some of the factors that have affected and could affect us in the future.
Item 1A. Risk Factors We operate in a complex and rapidly changing global environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and stock price.
Climate-related events, such as increased frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, and other natural disasters, may have short-term, intermediate and long-term impacts on our business, financial condition and results of operation.
Climate-related events, natural disasters and related environmental issues could have a material adverse impact on us. Climate-related events, such as the frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, and other natural disasters, may have short-term, intermediate and long-term impacts on our business, financial condition and results of operation.
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.
The end markets 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. The award and timing of projects is unpredictable and driven by our clients.
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.
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.
We may not win contracts that we have bid on due to price, a client's perception of our ability to perform and/or perceived technology advantages held by others.
We do not always win contracts that we have bid on for a variety of reasons such as price, a client's perception of our ability to perform and/or perceived technology advantages held by others.
Accordingly, a natural disaster has the potential to disrupt our and our clients’ businesses and may cause us to experience work stoppages, supply chain disruptions, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of cover, legal liability and reputational losses.
Accordingly, a natural disaster has the potential to disrupt our and our clients’ businesses and may cause us to experience work stoppages, supply chain disruptions, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of cover, legal liability and reputational losses. 22 Table of Contents Further, climate-related and environmental risks span across the full spectrum of the markets we serve.
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.
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 us. Safeguards designed to protect against unavailability or loss of data may not be sufficient.
Datasets used to train or develop AI systems may be insufficient, of inferior quality, or contain biased information. Our AI governance review process and self-imposed requirement to implement safeguards before adopting AI may not be adequate to protect against these risks and challenges. Additionally, the laws and regulations concerning the use of AI continue to evolve.
Our AI governance review process and self-imposed requirement to implement safeguards before adopting AI may not be adequate to protect against 17 Table of Contents these risks and challenges. Additionally, the laws and regulations concerning the use of AI continue to evolve.
If such third party exceeds the scope of the license grant, and if we are unable to detect unauthorized use of our IP or otherwise take appropriate steps to enforce our rights, our revenue and margins will be adversely impacted, and the value of our IP portfolio may be adversely affected. 22 Table of Contents Climate change, natural disasters and related environmental issues could have a material adverse impact on us.
If such third party exceeds the scope of the license grant, and if we are unable to detect unauthorized use of our IP or otherwise take appropriate steps to enforce our rights, our revenue and margins will be adversely impacted, and the value of our IP portfolio may be adversely affected.
For example, the Corporate Sustainability Reporting Directive in the European Union as well as new sustainability-related disclosure requirements in U.S. states and other jurisdictions require companies to provide significantly expanded sustainability and other climate-related disclosures.
For example, the Corporate Sustainability Reporting Directive in the European Union as well as new sustainability-related disclosure requirements in U.S. states and other jurisdictions require companies to provide significantly expanded sustainability and other climate-related disclosures. Requirements from the SEC, European or other regulators may require us to incur significant costs to comply and distract our management and Board of Directors.
A change in tax laws, treaties or regulations, or their interpretation, in any country in which we operate could change our overall tax rate, which could have a material impact on our results of operations.
A change in tax laws, treaties or regulations, or their interpretation, in any country in which we operate could change our overall tax rate, which could have a material impact on our results of operations. In addition, significant judgment is required in determining our worldwide provision for income taxes and our judgments could prove inaccurate.
Our U.S. government clients may terminate or decide not to renew our contracts with little or no prior notice. In addition, U.S. government contracts are subject to specific regulations such as the Federal Acquisition Regulation ("FAR"), the Truth in Negotiations Act, the Cost Accounting Standards ("CAS"), the Service Contract Act and Department of Defense security regulations.
In addition, U.S. government contracts are subject to specific regulations such as the Federal Acquisition Regulation ("FAR"), the Truth in Negotiations Act, the Cost Accounting Standards ("CAS"), the Service Contract Act and Department of Defense security regulations. Failure to comply with any of these regulations and other government requirements may result in contract price adjustments, financial penalties or contract termination.
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.
Increased labor costs can also impact our customers' decision making with respect to the viability or timing of certain projects, which could result in project delays or cancellations and in turn have a material adverse impact on us. 15 Table of Contents 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 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.
Our ability to successfully execute strategic initiatives, including plans to monetize our remaining stake in NuScale, is subject to various risks and uncertainties, which may negatively impact the realization of expected benefits.
The DCAA reviews the adequacy of, and our compliance with, our internal controls and policies (including our labor, billing, accounting, purchasing, estimating, compensation and management information systems). The DCAA also has the ability to review how we have accounted for costs under the FAR and CAS. The DCAA presents its findings to the Defense Contract Management Agency ("DCMA").
The DCAA also has the ability to review how we have accounted for costs under the FAR and CAS. The DCAA presents its findings to the Defense 20 Table of Contents Contract Management Agency ("DCMA").
In addition, as costs related to our workforce are dependent on market conditions, inflationary pressure has increased, and may continue to increase, labor costs in certain geographic areas.
Loss of the services of, or failure to recruit, qualified technical and management personnel, could limit our ability to successfully complete existing projects and compete for new projects. In addition, as costs related to our workforce are dependent on market conditions, inflationary pressure has increased, and may continue to increase, labor costs in certain geographic areas.
Our clients could face increased costs to maintain their assets, which could result in reduced profitability and fewer resources for strategic investment. These types of physical risks could in turn lead to transitional risks (i.e., the degree to which society responds to the threat of climate change).
These types of physical risks could in turn lead to transitional risks (i.e., the degree to which society responds to climate and environmental matters).
Changes in U.S. government priorities by the new U.S. presidential administration or congressional leadership, or other policy changes or economic changes, could adversely impact us. The U.S. government is under no obligation to maintain program funding at any specific level, and funds for a program may even be eliminated.
The U.S. government is under no obligation to maintain program funding at any specific level, and funds for a program may even be eliminated. Our U.S. government clients may terminate or decide not to renew our contracts with little or no prior notice.
Failure to comply with any of these regulations and other government requirements may result in contract price adjustments, financial penalties or contract termination. Our U.S. government contracts are also subject to audits, cost reviews and investigations by U.S. government oversight agencies such as the U.S. Defense Contract Audit Agency (the "DCAA").
Our U.S. government contracts are also subject to audits, cost reviews and investigations by U.S. government oversight agencies such as the U.S. Defense Contract Audit Agency (the "DCAA"). The DCAA reviews the adequacy of, and our compliance with, our internal controls and policies (including our labor, billing, accounting, purchasing, estimating, compensation and management information systems).
Any liability not covered by our insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could have a material adverse impact on us. 25 Table of Contents In other legal or regulatory proceedings, liability claims or contract disputes, we may be covered by indemnification agreements that may at times be difficult to enforce.
Our professional liability coverage is on a "claims-made" basis covering only claims actually made during the policy period. Any liability not covered by our insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could have a material adverse impact on us.
Some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors, events or contingencies have occurred in the past or their likelihood of occurring in the future.
Even if enforceable, it may be difficult to recover under these agreements if the indemnitor does not have the ability to financially support the indemnity. Litigation and regulatory proceedings are subject to inherent uncertainties, and unfavorable rulings could occur, including for monetary damages.
In other legal or regulatory proceedings, liability claims or contract disputes, we may be covered by indemnification agreements that may at times be difficult to enforce. Even if enforceable, it may be difficult to recover under these agreements if the indemnitor does not have the ability to financially support the indemnity.
The new U.S. presidential administration has mentioned plans to implement tariffs on U.S. imports generally, with higher rates for select U.S. trade partners (collectively, the "Proposed Tariffs"). We cannot predict the outcome of changing trade policies or other unanticipated economic or political conditions, nor can we predict the timing, strength or duration of any worldwide economic recovery or downturn.
We cannot predict the outcome of changing trade policies or other unanticipated economic or political conditions, nor can we predict the timing, strength or duration of any worldwide economic recovery or downturn. Following contract award, we may also encounter significant expense, delay, contract modification or even contract loss.
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.
The direct physical risks that climate-related events and environmental issues pose, such as rising sea levels and temperatures, and acute events, such as hurricanes, droughts and wildfires, are common to each of these industries. Our clients could face increased costs to maintain their assets, which could result in reduced profitability and fewer resources for strategic investment.
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. We have a significant portfolio of government contracts, including those that we have in place with the DOE and U.S.
Contracts with or funded by the U.S. government pose additional risks compared to contracts with or wholly-funded by private sector clients. We have a significant portfolio of U.S. federal government contracts, including those that we have in place with the DOE and DOD.
Removed
Following contract award, we may also encounter significant expense, delay, contract modification or even contract loss.
Added
In evaluating our business, you should carefully consider the following discussion of material risks, events and uncertainties that make an investment in us speculative or risky in addition to other information in this Annual Report on Form 10-K. The risks described below highlight some of the factors that have affected and could affect us in the future.
Removed
Loss of the services of, or failure to recruit, qualified technical and management personnel, including a preference by some candidates to work remotely, could limit our ability to successfully complete existing projects and compete for new projects.
Added
The disclosures below reflect our beliefs and opinions as to factors, events or contingencies that could materially and adversely affect us and our securities in the future.
Removed
Increased labor costs can also impact our customers' decision making with respect to the viability or timing of certain projects, which could result in project delays or cancellations and in turn have a material adverse impact on us.
Added
Additionally, it may take considerable time for us to investigate and evaluate the full impact of a cybersecurity breach or cyber-attack, which may inhibit our ability to provide prompt, full and reliable information about cybersecurity incidents to our clients, regulators and the public.
Removed
A significant reduction in federal 20 Table of Contents government spending or a change in budgetary priorities could reduce demand for our services, cancel or delay federal projects, and result in the closure of federal facilities and significant personnel reductions.
Added
Datasets used to train or develop AI systems may be insufficient, of inferior quality, or contain biased, or incorrect or incomplete information. The use of AI subjects us to additional risk and liability exposure relating to confidentiality, intellectual property infringement, and client use restrictions.
Removed
In particular, international operations could adversely be affected by the Organization for Economic Co-operation and Development (OECD) 's proposed international taxation reform and introduction of a global minimum tax. In addition, significant judgment is required in determining our worldwide provision for income taxes and our judgments could prove inaccurate.
Added
We cannot predict the trading price of shares of NuScale's common stock and the market value of the NuScale shares are subject to market volatility and other factors beyond the control of us or NuScale, including general economic, financial and business 23 Table of Contents conditions.
Removed
Requirements from the SEC, European or other regulators may require us to incur 23 Table of Contents significant costs to comply and distract our management and Board of Directors.
Added
We intend to complete the sale of our shares in NuScale by the end of Q2 2026, but there can be no assurance regarding the ultimate timing of such monetization process. Unanticipated developments could delay, prevent of otherwise adversely affect the monetization process, including but not limited to financial market conditions .
Removed
Our failure to realize the anticipated benefits, which may be due to our inability to execute, competition, economic conditions, and other risks described herein, could have a material adverse effect on us.
Removed
Divesting businesses involves risks and uncertainties, such as the difficulty separating assets related to such businesses from the businesses we retain, employee distraction, and the need to obtain regulatory approvals and other third-party consents, which potentially disrupts customer and vendor relationships.
Removed
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.
Removed
If we are unable to complete the divestitures or to successfully transition divested businesses, our business and financial results could be negatively impacted.
Removed
If we dispose of a business, w e may not be able to successfully cause a buyer of a divested business to assume the liabilities of that business or, even if such liabilities are assumed, we may have difficulties enforcing our rights, contractual or otherwise, against the buyer.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity Risk Management and Strategy We maintain a cybersecurity program designed to assess, identify and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity and availability of our information systems. Dedicated security, privacy, information governance and compliance professionals administer the program with oversight by our senior management team.
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy We maintain a cybersecurity program designed to assess, identify and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity and availability of our information systems. Security, privacy, information governance and compliance professionals are assigned to administer the program with oversight by our senior management team.
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.
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 of senior executiv es.
Employees receive training on how to spot and report cyber risks and events through our global cybersecurity awareness program. In addition, we hold cybersecurity risk insurance. We engage outside experts to evaluate and review our cybersecurity programs. These external reviews include regular audits, threat assessments, vulnerability scans, simulated attacks and other advice regarding information security practices.
Employees receive training on how to spot and report cyber risks and events through our global cybersecurity awareness program. In addition, we hold cybersecurity risk insurance. 27 Table of Contents We engage outside experts to evaluate and review our cybersecurity programs. These external reviews include regular audits, threat assessments, vulnerability scans, simulated attacks and other advice regarding information security practices.
Additional information on cybersecurity risks we face can be found in Item 1A of this 10-K, which should be read in conjunction with the foregoing information.
Additional information on cybersecurity risks we face can be found in Item 1A of this 10-K, which should be read in conjunction with the foregoing information. 28 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThese 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.
Biggest changeItem 2. Properties Major Facilities Our global operations span 3.7 million rentable square feet across both owned and leased properties. 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.
While 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
While we maintain a global presence, the following summarizes our more significant existing facilities: Location Interest United States: Greenville, South Carolina Owned and Leased 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 and Leased Asia and Pacific Region: Manila, Philippines Owned and Leased New Delhi, India Leased Perth, Australia Leased Shanghai, China Leased
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.
Additionally, some of our properties are leased or subleased to third-party tenants. In addition to our significant facilities, we lease or own a number of individually smaller offices, warehouses and equipment yards strategically located worldwide.
Removed
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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report. 30 Table of Contents PART II
Biggest changeItem 4. Mine Safety Disclosures Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report. 29 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDollars, 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]
Biggest changeDollars, for the calendar years ended December 31, 2021, 2022, 2023, 2024 and 2025 of $100 invested on December 31, 2020 in our common stock, the S&P MidCap 400 Index and the Dow Jones Heavy Construction Industry Group Index.
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").
Issuer Purchases of Equity Securities The following table provides information for the 3 months ended December 31, 2025 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").
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.
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.
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.
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, 2026, there were 2,859 stockholders of record of our common stock.
(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.
(2) The share repurchase program was originally announced on November 3, 2011 and, as amended, totals 66,000,000 shares as of December 31, 2025. The Board approved an increase to the program by an additional 30,000,000 shares in February 2026.
Performance Graph Set forth below is a performance graph comparing the cumulative total return (assuming reinvestment of dividends), in U.S.
The share repurchase program has no fixed expiration date. 30 Table of Contents Performance Graph Set forth below is a performance graph comparing the cumulative total return (assuming reinvestment of dividends), in U.S.
Period 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.
Period 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, 2025 — $ — — 19,226,397 November 1 – November 30, 2025 3,298,033 42.36 3,298,033 15,928,364 December 1 – December 31, 2025 5,862,419 42.47 5,862,419 10,065,945 Total 9,160,452 $ 42.43 9,160,452 _______________________________________________________________________________ (1) Consists of 9,160,452 shares of stock repurchased and canceled by us under our stock repurchase program for total consideration of $389 million.
Added
Year Ended December 31, 2020 2021 2022 2023 2024 2025 Fluor Corporation $ 100.00 $ 155.10 $ 217.03 $ 245.27 $ 308.83 $ 248.15 S&P MidCap 400 Index $ 100.00 $ 124.73 $ 108.37 $ 126.13 $ 143.65 $ 154.40 Dow Jones Heavy Construction Industry Group Index $ 100.00 $ 149.33 $ 170.68 $ 204.36 $ 287.15 $ 387.57 Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

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

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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.
Biggest changeThe sale is expected to close in 2026, subject to the conditions in the agreement. 32 Table of Contents Results of Operations YEAR ENDED DECEMBER 31, (in millions) 2025 2024 2023 Revenue (1) Urban Solutions $ 9,200 $ 7,239 $ 5,262 Energy Solutions 3,554 5,976 6,307 Mission Solutions 2,720 2,594 2,655 Other 29 506 1,250 Total revenue $ 15,503 $ 16,315 $ 15,474 Segment profit (loss) $ and margin % Urban Solutions $ 205 2.2 % $ 304 4.2 % $ 268 5.1 % Energy Solutions (414) NM 256 4.3 % 381 6.0 % Mission Solutions 94 3.5 % 153 5.9 % 116 4.4 % Other 6 NM (78) NM (228) NM Total segment profit (loss) $ and margin % (2) $ (109) (0.7) % $ 635 3.9 % $ 537 3.5 % G&A (196) (203) (232) Foreign currency gain (loss) (62) 92 (98) Interest income (expense), net 67 150 168 Earnings (loss) attributable to NCI (11) (61) (60) Earnings (loss) before taxes (311) 613 315 Income tax benefit (expense) (including $92 million and $(376) million attributable to equity method earnings in 2025 and 2024, respectively) 39 (634) (236) Net earnings (loss) before equity method earnings (272) (21) 79 Equity method earnings 210 2,105 — Net earnings (loss) (62) 2,084 79 Less: Net earnings (loss) attributable to NCI (11) (61) (60) Net earnings (loss) attributable to Fluor (51) 2,145 139 Less: Dividends on CPS — — 29 Less: Make-whole payment on conversion of CPS — — 27 Net earnings (loss) available to Fluor common stockholders $ (51) $ 2,145 $ 83 New awards Urban Solutions $ 8,688 $ 9,493 $ 10,141 Energy Solutions 1,421 3,246 6,871 Mission Solutions 1,847 1,910 1,055 Other — 474 1,461 Total new awards $ 11,956 $ 15,123 $ 19,528 New awards related to projects located outside of the U.S. 26 % 38 % 76 % (in millions) December 31, 2025 December 31, 2024 Backlog (3)(4) Urban Solutions $ 18,746 $ 17,749 Energy Solutions 4,601 7,605 Mission Solutions 2,189 2,727 Other — 403 Total backlog $ 25,536 $ 28,484 Backlog related to projects located outside of the U.S. 40 % 55 % Backlog related to reimbursable projects 81 % 79 % 33 Table of Contents (1) In addition to the measurements under GAAP, we measure our performance by analyzing trends in adjusted net revenue (and related margin), which we determine by reducing GAAP revenue to exclude at-cost revenue associated with reimbursable contracts for the following elements, where applicable: • amounts associated with unaffiliated subcontractor project costs that are billed to clients without meaningful markup; • amounts associated with costs of material that are billed to clients without meaningful markup; and • costs of CFM that are procured by our clients and which do not give rise to meaningful markup to our billings to clients.
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.
If we lose visibility mid-project, we cease recognizing 37 Table of Contents 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.
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.
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, 2025 and through the issuance of this 10-K, we had not made any borrowings under our credit line.
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.
Litigation and Matters in Dispute Resolution Item is described 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.
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.
This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, based upon total shareholders' equity excluding AOCI, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.1 billion, all as defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt.
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.
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 2024 compared to 2023 are included in our 2024 10-K and have not been repeated in this 10-K.
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.
We also consider the extent to which client advances (which totaled $14 million and $79 million as of December 31, 2025 and 2024, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations.
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.
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 $14 billion as of December 31, 2025.
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.
As of December 31, 2025, letters of credit totaling $918 million were outstanding under uncommitted lines of credit including letters of credit totaling $347 million for two lump-sum projects in Kuwait that are substantially complete except for the resolution of unapproved change orders and extension of time claims.
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.
Investments in partnerships and joint ventures in 2024 included capital contributions to an infrastructure joint venture, an Energy Solutions joint venture and a Mission Solutions joint venture. Return of capital from partnerships and joint ventures in 2024 included capital distribution from an infrastructure joint venture.
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.
We have a sub-limit of up to $1.0 billion in aggregate cash advances and financial letters of credit available to us under our credit facility with a current borrowing capacity of $901 million. Cash and cash equivalents combined with marketable securities were $2.2 billion and $3.0 billion as of December 31, 2025 and 2024, 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.
In 2026, we expect to execute approximately half of our ending 2025 backlog. (4) Includes backlog of $255 million and $702 million for legacy projects in a loss position as of December 31, 2025 and 2024, respectively.
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.
We did not consider any cash to be permanently reinvested outside the U.S. as of December 31, 2025 and 2024, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate. In 2025, we sold 15 million of our NuScale shares for net proceeds of $605 million.
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.
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.
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.
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. In August 2023, we issued our 1.125% Convertible Senior Notes (the “2029 Notes”).
We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost.
We recognize our engineering and construction contract revenue over time as we provide services to satisfy our performance obligations. We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost.
Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere in this 10-K.
Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere in this 10-K.
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.
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.
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.
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 in 2025 primarily related to investments in IT compared to expenditures for improvements to our new office lease in Houston in 2024.
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.
Cash and cash equivalents held by our consolidated variable interest entities (which totaled $328 million and $333 million as of December 31, 2025 and 2024, respectively) were not necessarily readily available for general purposes.
We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities.
We believe that for at least the next 12 months, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.
We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs. Our credit facility contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, which is a one notch downgrade from both agencies' current ratings.
Our credit facility contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, which is a one notch downgrade from both agencies' current ratings. If we were required to provide collateral, it would consist broadly of liens on our U.S. assets.
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 may subject our consolidated earnings to volatility. No estimates are used in the determination of the fair value of our investment in NuScale.
We elected the fair value option of accounting for our investment in NuScale that would have otherwise been recorded under the equity method of accounting. We recognize the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their stock on our balance sheet dates, which may subject our consolidated earnings to volatility.
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.
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 2025 related to 2 consolidated infrastructure projects and a Mission Solutions joint venture. Distributions in 2024 related to the same Mission Solutions joint venture.
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.
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. 35 Table of Contents Segment Operations Urban Solutions Revenue increased in 2025 due to the ramp up of execution activities on life sciences and mining and metal projects.
Certain events could cause the conversion rate to increase, including a make-whole fundamental change or redemption, but in no event will the conversion rate for a single note exceed 29.2056 shares of our common stock, other than for customary adjustments described in the applicable indenture.
Certain events could cause the conversion rate to increase, including a make-whole fundamental change or redemption, but in no event will the conversion rate for a single note exceed 29.2056 shares of our common stock, other than for customary adjustments described in the applicable indenture. 41 Table of Contents After August 2026, we may elect to redeem up to all of the outstanding 2029 Notes if our common stock has a prevailing per share closing price in excess of $58.98.
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.
The OBBB Act did not have a material impact on our consolidated results. Our results were significantly impacted by evolving foreign currency rates in 2025. During 2025, the U.S. dollar depreciated 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.
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.
Financing Activities We have an ongoing stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. During 2025, we repurchased 18 million shares of common stock under the repurchase program for total consideration of $754 million.
A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects.
Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase.
Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods.
We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods. Results for the fourth quarter of 2025.
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.
Earnings before taxes decreased during 2025 due to the same factors that impacted revenue above as well as cost growth on 3 infrastructure projects for subcontracted design errors, price escalation and schedule impacts. 34 Table of Contents Net earnings (loss) excluding amounts attributable to equity method earnings were as follows: YEAR ENDED DECEMBER 31, (in millions) 2025 2024 Earnings (loss) before taxes $ (311) $ 613 Income tax benefit (expense ) 39 (634) Less: Income tax benefit (expense) attributable to equity method earnings 92 (376) Income tax expense and effective tax rate, excluding amount attributable to equity method earnings (53) (17) % (258) 42 % Net earnings (loss) excluding amount attributable to equity method earnings $ (364) $ 355 Equity method earnings $ 210 $ 2,105 Income tax benefit (expense) and effective tax rate attributable to equity method earnings 92 (44) % (376) 18 % Equity method earnings, net of related income tax expense $ 302 $ 1,729 Net earnings (loss) $ (62) $ 2,084 The effective tax rate on earnings, including equity method earnings, was 39%, 103% and 75% for 2025, 2024 and 2023, respectively.
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.
Net proceeds from sales of assets during 2025 included $61 million from the sale of Stork's U.K. operations compared to $67 million from the sale of Stork's European business in 2024.
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.
In February 2026, we completed the sale of 71 million shares for proceeds of $1.35 billion. 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.
Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget.
These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project as well as the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress.
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.
We are targeting approximately $1.4 billion in share repurchases in 2026, including $500 million in the first quarter. 39 Table of Contents Year Ended December 31, (in millions) 2025 2024 2023 OPERATING CASH FLOW (1) $ (387) $ 828 $ 212 INVESTING CASH FLOW Proceeds from the sale of NuScale shares 605 — — Proceeds from sales and maturities (purchases) of marketable securities 75 (60) (141) Capital expenditures (50) (164) (106) NuScale cash deconsolidated — (131) — Proceeds from sales of assets (net of cash divested) 63 82 (5) Investments in partnerships and joint ventures (278) (93) (33) Return of capital from partnerships and joint ventures 22 34 8 Other — (1) — Investing cash flow 437 (333) (277) FINANCING CASH FLOW Repurchase of common stock (754) (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 (37) (57) (249) Proceeds from NuScale share issuance (net of issuance fees) — 80 — Dividends paid on CPS — — (29) Make-whole payment on conversion of CPS — — (27) Distributions paid to NCI (64) (14) (53) Capital contributions by NCI 65 — 10 Other (7) — (12) Financing cash flow (797) (116) 127 Effect of exchange rate changes on cash 53 (69) 18 Increase (decrease) in cash and cash equivalents (694) 310 80 Cash and cash equivalents at beginning of year 2,829 2,519 2,439 Cash and cash equivalents at end of year $ 2,135 $ 2,829 $ 2,519 (1) Operating cash flow in 2025 included a payment of $642 million to Santos, net of insurance recoveries, for a judgment related to a reimbursable project completed by us in 2015.
The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available through the date of the issuance of the financial statements and, accordingly, actual results in future periods could differ from these estimates.
Our significant accounting policies are described in the notes to our financial statements. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
In December 2024, we repurchased 2,353,280 shares of common stock under the repurchase program for total consideration of $125 million. As of December 31, 2024, over 28,000,000 shares could still be purchased under the repurchase program. Key provisions of our debt and debt-related matters are described in the notes to the financial statements.
As of December 31, 2025, over 10 million shares could still be purchased under the repurchase program which was expanded by 30 million shares by our board in February 2026. Key provisions of our debt and debt-related matters are described in the notes to the financial statements.
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.
G&A YEAR ENDED DECEMBER 31, (in millions) 2025 2024 2023 G&A Compensation $ 99 $ 143 $ 165 Severance and restructuring costs 43 13 11 Legal & professional fees 24 13 10 Facilities 7 15 14 Reserve for legacy legal claims 4 — 3 Other 19 19 29 G&A $ 196 $ 203 $ 232 The decrease in compensation expense in 2025 was primarily driven by lower stock price-driven compensation and performance-based compensation.
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.
In such election, all principal would be settled in cash and could result in a make-whole premium if the holders also elect to convert. We may elect to pay any make-whole premium in any combination of cash and shares of our common stock. In connection with the 2029 Notes offering, we entered into capped call transactions with certain banks.
New awards booked during 2024 included a full notice to proceed on a downstream project in Mexico. Backlog declined during 2024 due to the execution pace exceeding new award activity. Results for the fourth quarter of 2024.
Backlog declined during 2025 due to the execution pace exceeding new award activity. Results for the fourth quarter of 2025. Segment profit in the fourth quarter of 2025 was consistent with the fourth quarter of 2024.
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.
Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $820 million and $1.1 billion as of December 31, 2025 and 2024.
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.
However, revenue in both Urban Solutions and Mission Solutions increased in 2025 due to the ramp up of execution activities on life sciences and mining and metals projects and an increase in volume on a DOE project.
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.
As of December 31, 2025, our backlog included $255 million for ongoing legacy projects in a loss position, including approximately $212 million of estimated unfunded losses associated therewith. The comparable amounts in 2024 were $702 million of backlog and $237 million of unfunded losses.
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.
During 2025, we recognized severance and exit costs primarily related to certain international office closures. Net Interest Income (Expense) The decrease in net interest income during 2025 was primarily due to a decrease in interest rates as well as cash balances at certain of our larger joint ventures.
In December 2024, we used $125 million to repurchase and cancel 2,353,280 shares of common stock under our repurchase program. Over 28,000,000 shares could still be purchased under the repurchase program as of December 31, 2024. Between January 1, 2025 and February 14, 2025, we repurchased and canceled approximately 0.7 million shares of our common stock for $37 million.
During 2025, we used $754 million to repurchase and cancel 18 million shares of common stock under our repurchase program. Over 10 million shares could still be purchased under the repurchase program as of December 31, 2025, but in February 2026 our board authorized a 30 million share expansion to the repurchase program.
We recognize new awards into backlog when we and our client have approved the contract (written or verbal) and are committed to perform our respective obligations. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur.
We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods. We recognize new awards into backlog when we and our client have approved the contract (written or verbal) and are committed to perform our respective obligations.
Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are described in the notes to our financial statements.
Equity Method Earnings YEAR ENDED DECEMBER 31, (in millions) 2025 2024 Equity method earnings Gain (loss) on the fair value of our investment in NuScale $ (419) $ 2,221 Gain on the fair value of the forward sale contract of NuScale shares 208 — Gain on the sale of NuScale shares 336 — Other 85 (116) Equity method earnings $ 210 $ 2,105 Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
We believe that total segment profit provides a meaningful perspective on our results as it is the aggregation of individual segment profit measures that we use to evaluate and manage our performance. (2) Backlog represents the total amount of revenue we expect to record in the future based upon contracts that have been awarded to us.
We believe that total segment profit provides a meaningful perspective on our results as it is the aggregation of individual segment profit measures that we use to evaluate and manage our performance. (3) During 2025, our backlog decreased due to the execution pace exceeding new award activity. We booked a multi-billion dollar award for a life sciences project during 2025.
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.
Estimates are based on information available through the date of the issuance of the financial statements and, accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of our financial statements apply to the following critical accounting policies: Revenue Recognition for Engineering & Construction Contracts.
Letters of Credit As of December 31, 2024, letters of credit totaling $483 million were outstanding under committed lines of credit.
During 2024, prior to its deconsolidation, NuScale received $80 million in proceeds from the issuance of their common stock. Letters of Credit As of December 31, 2025, letters of credit totaling $424 million were outstanding under committed lines of credit.
Recent Accounting Pronouncements Item is described more fully in the Notes to Financial Statements.
No estimates are used in the determination of the fair value of our investment in NuScale or the forward sale contract. Recent Accounting Pronouncements Item is described in the Notes to Financial Statements.
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.
As of December 31, 2025, letters of credit totaling $424 million were outstanding under our $2.2 billion credit facility, which matures in February 2028.
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.
Our divestiture of the Stork business was substantially completed following the sale of Stork's U.K. operations in 2025. Stork's operations in continental Europe were sold in 2024. In December 2025, we reached an agreement to sell our ownership in the fabrication yard in China for approximately $122 million.
Our staffing business does not report new awards or backlog. Results for the fourth quarter of 2024.
New awards in 2025 included a large multi-billion dollar pharmaceutical facility, two significant mining projects and construction contracts for 2 infrastructure projects. Backlog increased in 2025 due to the new award activity. Our staffing business does not report new awards or backlog. Results for the fourth quarter of 2025.
We completed the sale of Stork's U.K. operations in the first quarter of 2025. With the completion of the Stork U.K. divestiture, we expect the results of this segment to be immaterial in 2025.
In 2025, we completed the sale of Stork's operations in the U.K. and recognized a gain on sale of $7 million compared to an $11 million gain on the sale of Stork's operations in continental Europe in 2024. The results from our Other segment were immaterial for 2025.
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.
Revenue decreased in 2025 primarily due to the reversal of previously recognized revenue of $643 million for a judgment on the long-completed Santos project in Australia as well as a decline in execution activity for Energy Solutions projects nearing completion.
Removed
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.
Added
We continue to see solid client engagement across our markets and a robust and diverse pipeline of opportunities, particularly where accelerated schedules and critical business needs are driving investment.
Removed
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.
Added
While some clients are pacing commitments due to cost pressures or commodity price softness, our teams are actively advancing engineering and design work so projects can move quickly once final decisions are made. These timing shifts impacted 2025 results, but we remain focused on disciplined execution, cost management, and positioning our clients for long‑term success.
Removed
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.
Added
Developments in Our Business Revenue, profit and operating cash flow in 2025 was significantly impacted by a judgment on the long completed Santos project in Australia. We have appealed the Court decision and we are also working with our insurance carriers to address the obligations arising from the judgment and the costs related to the appeal.
Removed
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.
Added
We recognized a reversal of revenue of $643 million during 2025, inclusive of committed insurance proceeds, representing the net payment to Santos made in the fourth quarter of 2025. 31 Table of Contents We slowed our execution activities at our joint venture in Mexico beginning in the second quarter of 2025 through much of the third quarter to minimize our working capital exposure to the joint venture's primary customer.
Removed
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.
Added
The customer made significant progress payments through December 2025, which allowed us to execute a controlled restart of our project execution activities.
Removed
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.
Added
Prior to November 2025, we converted 15 million of our 126 million NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares and sold all 15 million of those shares for net proceeds of $605 million.
Removed
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.
Added
We converted the remaining 111 million of our NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares upon reaching agreement with NuScale in November 2025, including the following general attributes: • Conversion of the 111 million remaining ownership units into NuScale registered shares on a one-to-one basis; • For open market sales, daily limitations on our NuScale sales that vary depending on defined blackout dates for NuScale; • Voting covenant whereby we will agree to affirmatively support the expansion of NuScale’s authorized share count by up to 330 million shares; • Imposition of NuScale trading limitations on any newly authorized shares through February 2026; • 50% reduction in our benefits, if any, that may arise under the tax receivable agreement with NuScale; • Modification of our exclusivity arrangement with NuScale; and • Various mutual releases and non-disparagement provisions.
Removed
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.
Added
In November 2025, through an indirect, wholly-owned subsidiary, we entered into a variable price forward sale agreement whereby we pledged and granted a security interest in 71 million of our remaining shares in NuScale, while maintaining continuing involvement and ownership rights, and committed to sell, convey, transfer, assign and deliver those shares at the final settlement date in the first quarter of 2026.
Removed
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.
Added
Through our bank's execution, we completed the sale of all 71 million shares of NuScale on February 13, 2026, generating total proceeds of $1.35 billion. We expect to monetize the remaining 40 million shares of NuScale via similar structured programs and expect that all remaining ownership in NuScale should be sold by the second quarter of 2026.
Removed
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.
Added
Such at-cost revenue is generally reflected in our project estimates at equivalent amounts within the revenue and cost elements. Therefore, we believe our adjusted net revenue represents the basis for which we earn fees for our professional services. Others in our industry may have similar terms that they use to similarly measure the earnings power of their services.
Removed
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.
Added
Even though our involvement with at-cost revenue elements as a principal gives rise to their inclusion in our consolidated revenue, the absence of meaningful markup to them elevates the importance of this non-GAAP analysis. During 2025 and 2024, at-cost revenue was approximately $8 billion and $7 billion, respectively (or approximately 53% and 40% of consolidated revenue).
Removed
Segment profit increased in 2024 due to the ramp up of several recently awarded projects, partially offset by cost growth on an infrastructure project.
Added
Excluding the amounts of at-cost revenue from both GAAP revenue and from project cost yields an amount that we call adjusted net margin. (2) Total segment profit and margin are non-GAAP financial measures.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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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.
Biggest changeThe fees we pay on our outstanding letters of credit are also fixed rates based on our credit ratings. Therefore, our exposure to floating interest rates is not material to interest expense. However, in the future, any new debt issuances could be exposed to increasing interest rates or feature floating interest rates. Item 8.
When the U.S. dollar appreciates against the non-U.S. dollar functional currencies of these subsidiaries, our reported revenue, cost and earnings, after translation into U.S. dollars, are lower than what they would have been had the U.S. dollar depreciated against the same foreign currencies or if there had been no change in the exchange rates.
When the U.S. dollar appreciates against the non-U.S. dollar functional currencies of these subsidiaries, our reported revenue, cost and earnings, after translation into U.S. dollars, are lower than what they would have been had the U.S. dollar depreciated against the same foreign currencies or if there had been no change in the exchange rates. 42 Table of Contents Our long-term debt typically features a fixed-rate coupon.
Added
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