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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,2025Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHAN

2、GE ACT OF 1934For the transi?on period from to Commission File Number:1-16129FLUOR CORPORATION(Exact name of registrant as specified in its charter)Delaware 33-0927079(State or other jurisdic?on of(I.R.S.Employerincorpora?on or organiza?on)Iden?fica?on No.)6700 Las Colinas Boulevard Irving,Texas 750

3、39(Address of principal execu?ve offices)(Zip Code)469-398-7000(Registrants telephone number,including area code)Securi?es registered pursuant to Sec?on 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock,$.01 par value per shareFLRNew York Stock

4、 ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Sec?on 13 or 15(d)of the Securi?es Exchange Act of 1934during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to suc

5、h filingrequirements for the past 90 days.Yes No oIndicate by check mark whether the registrant has submi?ed electronically every Interac?ve Data File required to be submi?ed pursuant to Rule 405 ofRegula?on S-T during the preceding 12 months(or for such shorter period that the registrant was requir

6、ed to submit such files).Yes No oIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller repor?ng company or anemerging growth company.See defini?ons of“large accelerated filer,”“accelerated filer,”“smaller repor?ng company”an

7、d“emerging growth company”inRule 12b-2 of the Exchange Act.(Check one):Large accelerated filerAccelerated filerNon-accelerated filerSmaller repor?ng company Emerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transi?on per

8、iod for complying with anynew or revised financial accoun?ng standards provided pursuant to Sec?on 13(a)of the Exchange Act.oIndicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of April 30,2025,164,664,708 shares of the registrants

9、 common stock,$0.01 par value,were outstanding.Table of ContentsFLUOR CORPORATIONFORM 10-QTABLE OF CONTENTSPAGEGlossary of Terms2Part I:Financial Informa?onItem 1:Condensed Consolidated Financial Statements(Unaudited)Statement of Opera?ons3Statement of Comprehensive Income4Balance Sheet5Statement of

10、 Cash Flows6Statement of Changes in Equity7Notes to Financial Statements8Item 2:Managements Discussion and Analysis of Financial Condi?on and Results of Opera?ons17Item 3:Quan?ta?ve and Qualita?ve Disclosures about Market Risk20Item 4:Controls and Procedures20Changes in Consolidated Backlog(Unaudite

11、d)22Part II:Other Informa?onItem 1:Legal Proceedings23Item 1A:Risk Factors23Item 2:Unregistered Sales of Equity Securi?es and Use of Proceeds23Item 4:Mine Safety Disclosures23Item 5:Other Informa?on23Item 6:Exhibits24Signatures251Table of ContentsGlossary of TermsThe abbrevia?ons and defini?ons set

12、forth below apply to the Fluor-specific terms used throughout this filing.Abbrevia?on/TermDefini?onFluorFluor Corpora?onNuScaleNuScale Power Corpora?onSGIStock growth incen?ve awardsStorkStork Holding B.V.and subsidiariesThe abbrevia?ons and defini?ons set forth below apply to the indicated terms us

13、ed throughout this filing.Abbrevia?on/TermDefini?on2024 10-KAnnual Report on Form 10-K for the year ended December 31,20242024 QuarterThree months ended March 31,20242025 QuarterThree months ended March 31,20253METhree months endedAOCIAccumulated other comprehensive income(loss)APICAddi?onal paid-in

14、 capitalASCAccoun?ng Standards Codifica?onASUAccoun?ng Standards UpdateCFMCustomer-furnished materialsCTACurrency transla?on adjustmentDOEU.S.Department of EnergyEPCEngineering,procurement and construc?onEPSEarnings(loss)per shareExchange ActSecuri?es Exchange Act of 1934FASBFinancial Accoun?ng Stan

15、dards BoardG&AGeneral and administra?ve expenseGAAPAccoun?ng principles generally accepted in the United StatesICFRInternal control over financial repor?ngITInforma?on technologyNCINoncontrolling interestsNMNot meaningfulOCIOther comprehensive income(loss)PP&EProperty,plant and equipmentRSURestricte

16、d stock unitsRUPORemaining unsa?sfied performance obliga?onsSECSecuri?es and Exchange CommissionTSRTotal shareholder returnVIEVariable interest en?ty2Table of ContentsPART I:FINANCIAL INFORMATIONItem 1.Financial StatementsFLUOR CORPORATIONCONDENSED CONSOLIDATED STATEMENT OF OPERATIONSUNAUDITED3MEMar

17、ch 31,(in millions,except per share amounts)20252024Revenue$3,982$3,734 Cost of revenue(3,842)(3,635)Gross profit140 99 G&A(36)(59)Foreign currency gain(loss)(13)12 Opera?ng profit91 52 Interest expense(12)(13)Interest income29 52 Earnings before taxes108 91 Income tax benefit(expense)(including$73

18、million tax benefit a?ributable to equity method loss in 2025)53(51)Net earnings before equity method earnings161 40 Equity method earnings(loss)(393)Net earnings(loss)(232)40 Less:Net earnings(loss)a?ributable to NCI9(19)Net earnings(loss)a?ributable to Fluor$(241)$59 Basic EPS$(1.42)$0.35 Diluted

19、EPS$(1.42)$0.34 The accompanying notes are an integral part of these financial statements.3Table of ContentsFLUOR CORPORATIONCONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME(LOSS)UNAUDITED3MEMarch 31,(in millions)20252024Net earnings(loss)$(232)$40 OCI,net of tax:Foreign currency transla?on

20、adjustment26(45)Other(5)Total OCI,net of tax26(50)Comprehensive income(loss)(206)(10)Less:Comprehensive income(loss)a?ributable to NCI9(19)Comprehensive income(loss)a?ributable to Fluor$(215)$9 The accompanying notes are an integral part of these financial statements.4Table of ContentsFLUOR CORPORAT

21、IONCONDENSED CONSOLIDATED BALANCE SHEETUNAUDITED(in millions,except share and per share amounts)March 31,2025December 31,2024ASSETS Current assets Cash and cash equivalents($325 and$333 related to VIEs)$2,433$2,829 Marketable securi?es($68 and$59 related to VIEs)78 130 Accounts receivable,net($89 an

22、d$92 related to VIEs)918 921 Contract assets($148 and$130 related to VIEs)1,310 1,138 Other current assets($35 and$32 related to VIEs)172 157 Total current assets4,911 5,175 Noncurrent assetsPP&E,net($44 and$46 related to VIEs)480 494 Investments2,376 2,828 Other assets($16 and$17 related to VIEs)65

23、6 646 Total noncurrent assets3,512 3,968 Total assets$8,423$9,143 LIABILITIES AND EQUITY Current liabili?esAccounts payable($254 and$233 related to VIEs)$1,323$1,220 Contract liabili?es($233 and$278 related to VIEs)580 684 Accrued salaries,wages and benefits($17 and$18 related to VIEs)516 640 Other

24、accrued liabili?es($43 and$37 related to VIEs)400 527 Total current liabili?es2,819 3,071 Long-term debt1,087 1,104 Deferred taxes412 468 Other noncurrent liabili?es455 508 Commitments and con?ngenciesEquityShareholders equityCommon stock authorized 375,000,000 shares($0.01 par value);issued and out

25、standing 166,159,352and 169,228,759 shares in 2025 and 2024,respec?vely2 2 APIC1,031 1,174 AOCI(325)(351)Retained earnings2,883 3,124 Total shareholders equity3,591 3,949 NCI59 43 Total equity3,650 3,992 Total liabili?es and equity$8,423$9,143 The accompanying notes are an integral part of these fin

26、ancial statements.5Table of ContentsFLUOR CORPORATIONCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSUNAUDITED3MEMarch 31,(in millions)20252024OPERATING CASH FLOW Net earnings(loss)$(232)$40 Adjustments to reconcile net earnings(loss)to opera?ng cash flow:Equity method(earnings)loss393 Deprecia?on and

27、 amor?za?on18 18 Gain on sales of assets(8)(11)Stock-based compensa?on12 13 Deferred taxes(80)17 Changes in assets and liabili?es(384)(190)Other(5)2 Opera?ng cash flow(286)(111)INVESTING CASH FLOWPurchases of marketable securi?es(21)(49)Proceeds from sales and maturi?es of marketable securi?es75 44

28、Capital expenditures(11)(34)Proceeds from sales of assets62 30 Investments in partnerships and joint ventures(69)(13)Inves?ng cash flow36(22)FINANCING CASH FLOWRepurchase of common stock(142)Purchase and re?rement of debt(18)(10)Other(3)(16)Financing cash flow(163)(26)Effect of exchange rate changes

29、 on cash17(25)Decrease in cash and cash equivalents(396)(184)Cash and cash equivalents at beginning of period2,829 2,519 Cash and cash equivalents at end of period$2,433$2,335 SUPPLEMENTAL INFORMATION:Cash paid for interest$19$20 Cash paid for income taxes(net of refunds)30 46 The accompanying notes

30、 are an integral part of these financial statements.6Table of ContentsFLUOR CORPORATIONCONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYUNAUDITED(in millions,except per share amounts)Common StockAPICAOCIRetainedEarningsTotal ShareholdersEquityNCITotalEquitySharesAmountBALANCE AS OF DECEMBER,2024

31、169$2$1,174$(351)$3,124$3,949$43$3,992 Net earnings(loss)(241)(241)9(232)OCI 26 26 26 Distribu?ons to NCI,net of contribu?ons 8 8 Other NCI transac?ons (1)(1)Stock-based plan ac?vity1 1 1 1 Repurchase of common stock(4)(144)(144)(144)BALANCE AS OF MARCH 31,2025166$2$1,031$(325)$2,883$3,591$59$3,650(

32、in millions,except per share amounts)Common StockAPICAOCIRetainedEarningsTotal ShareholdersEquityNCITotalEquitySharesAmountBALANCE AS OF DECEMBER 31,2023170$2$1,228$(269)$979$1,940$112$2,052 Net earnings(loss)59 59(19)40 OCI (50)(50)(50)Distribu?ons to NCI,net of contribu?ons (2)(2)Other NCI transac

33、?ons 3 3 2 5 Stock-based plan ac?vity1 (1)(1)(1)BALANCE AS OF MARCH 31,2024171$2$1,230$(319)$1,038$1,951$93$2,044 The accompanying notes are an integral part of these financial statements.7Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL STATEMENTSUNAUDITED1.Principles of Consolida?onThese finan

34、cial statements do not include footnotes and certain financial informa?on presented annually under GAAP,and therefore,should be read inconjunc?on with our 2024 10-K.Accoun?ng measurements at interim dates inherently involve greater reliance on es?mates than at year-end.Although suches?mates are base

35、d on managements most recent assessment of the underlying facts and circumstances u?lizing the most current informa?on available,ourreported results of opera?ons may not necessarily be indica?ve of results that we expect for the full year.The financial statements included herein are unaudited.We bel

36、ieve they contain all adjustments of a normal recurring nature which are necessary tofairly present our financial posi?on and our opera?ng results as of and for the periods presented.All significant intercompany transac?ons of consolidatedsubsidiaries are eliminated.Certain amounts in tables may not

37、 total or agree back to the financial statements due to immaterial rounding differences.Wehave evaluated all material events occurring subsequent to March 31,2025 through the filing date of this 10-Q.Quarters are typically 13 weeks in length but,due to our December 31 year-end,the number of weeks in

38、 a repor?ng period may vary slightly during theyear and for comparable prior year periods.We report our quarterly results of opera?ons based on periods ending on the Sunday nearest March 31,June 30and September 30,allowing for 13-week interim repor?ng periods.For clarity of presenta?on,all periods a

39、re labeled as if the periods ended on March 31,June 30 and September 30.2.Recent Accoun?ng PronouncementsIn 2025,we adopted ASU 2023-05,which requires certain joint ventures to apply a new basis of accoun?ng upon forma?on by recognizing and ini?allymeasuring most of their assets and liabili?es at fa

40、ir value.The guidance does not apply to joint ventures that may be propor?onately consolidated and thosethat are collabora?ve arrangements.The adop?on did not have any impact on our consolidated results.During 2023,the FASB issued ASU 2023-09,which requires us to disclose income taxes paid,net of re

41、funds,disaggregated by federal,state and foreigntaxes and to provide more details in our rate reconcilia?on about items that meet a quan?ta?ve threshold.ASU 2023-09 is effec?ve for annual repor?ngbeginning in 2025.We are currently evalua?ng the impact this ASU will have on our financial statements,b

42、ut do not expect it to have any impact to ourconsolidated results.During 2024,the FASB issued ASU 2024-03 on the disaggrega?on of income statement expenses or DISE.This ASU requires addi?onal footnotedisclosure of the details of certain income statement expense line items,without changing amounts re

43、ported on the consolidated income statement.ASU2024-03 is first effec?ve for our annual repor?ng for 2027 and for our quarterly repor?ng beginning in 2028.We do not expect this ASU to have any impact onour consolidated results.In October 2024,the FASB issued a proposed ASU to make targeted improveme

44、nts to the guidance on internal use so?ware to address specific issuesraised by stakeholders.The proposed ASU will require en?es to use judgment in evalua?ng when to recognize so?ware costs.A final ASU is expected to beissued in 2025.8Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL STATEMENTSUN

45、AUDITED3.Earnings Per SharePoten?ally dilu?ve securi?es include conver?ble debt,stock op?ons,RSUs and performance-based award units.Diluted EPS reflects the assumedexercise or conversion of all dilu?ve securi?es using the if-converted and treasury stock methods.In compu?ng diluted EPS,only securi?es

46、 that are actuallydilu?ve are included.3MEMarch 31,(in millions,except per share amounts)20252024Net earnings(loss)a?ributable to Fluor$(241)$59 Weighted average common shares outstanding169 171 Diluted effect:Stock op?ons,RSUs and performance-based award units2Conver?ble debtWeighted average dilute

47、d shares outstanding169 173 Basic EPS$(1.42)$0.35 Diluted EPS$(1.42)$0.34 An?-dilu?ve securi?es not included in shares outstanding:Stock op?ons,RSUs and performance-based award units3 2(1)Holders of our 2029 Notes may convert their notes at a conversion price of$45.37 per share when the stock price

48、exceeds$58.98 for 20 of the last 30 dayspreceding quarter end.Upon conversion,we will repay the principal amount of the notes in cash and may elect to convey the conversion premium in cash,shares of our common stock or a combina?on of both.The conversion feature of our 2029 Notes has a dilu?ve impac

49、t on EPS when the average market priceof our common stock exceeds the conversion price of$45.37 per share for the quarter.During the 2025 and 2024 Quarters,the weighted average price of ourcommon stock was below the minimum conversion price.(1)9Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL ST

50、ATEMENTSUNAUDITED4.Opera?ng Informa?on by Segment and Geographic Area3MEMarch 31,(in millions)20252024RevenueUrban Solu?ons$2,157$1,479 Energy Solu?ons1,206 1,432 Mission Solu?ons597 601 Other22 222 Total revenue$3,982$3,734 Cost of revenueUrban Solu?ons$(2,081)$(1,427)Energy Solu?ons(1,158)(1,363)M

51、ission Solu?ons(590)(575)Other(13)(270)Total cost of revenue$(3,842)$(3,635)Segment profit(loss)Urban Solu?ons$70$50 Energy Solu?ons47 68 Mission Solu?ons5 22 Other9(22)Total segment profit$131$118 G&A(36)(59)Foreign currency gain(loss)(13)12 Interest income(expense),net17 39 Earnings(loss)a?ributab

52、le to NCI9(19)Earnings before taxes$108$91 Intercompany revenue for our professional staffing business,excluded from revenue above$58$81 Urban Solu?ons.Segment profit increased in the 2025 Quarter due to an increase in execu?on ac?vi?es on life sciences projects awarded in the last 18months and a la

53、rge metals project as well as a decrease in cost due to design op?miza?on on a highway project.We also recognized profit on a metals projectupon a change in percentage of comple?on due to a change in scope.The increase in segment profit was par?ally offset by the effects of unfavorable foreigncurren

54、cy movements on an interna?onal bridge project.Energy Solu?ons.Segment profit declined during the 2025 Quarter due to projects nearing comple?on and the impact of reserves taken for a jointventure project in Mexico completed in 2019,par?ally offset by profit recogni?on on a chemicals project upon a

55、change in percentage of comple?on due to aclient directed change in scope.Segment profit in the 2024 Quarter was adversely impacted by$29 million(or$0.12 per share)in cost growth on aconstruc?on only subcontract executed by our joint venture in Mexico.Mission Solu?ons.Segment profit declined during

56、the 2025 Quarter compared to the 2024 Quarter due to an addi?onal reserve of$28 million(or$0.16per share)resul?ng from a recent ruling on a long-standing claim on a project completed in 2019 par?ally offset by volume-related growth on a DOE project.10Table of ContentsFLUOR CORPORATIONNOTES TO FINANC

57、IAL STATEMENTSUNAUDITEDOther.Other included the opera?ons of NuScale prior to deconsolida?on in the fourth quarter of 2024 and the opera?ons of the Stork businesses priorto their sale.In the 2025 Quarter,we completed the sale of Storks opera?ons in the U.K.and recognized a gain on sale of$7 million

58、compared to an$11 million gain on the sale of Storks opera?ons in con?nental Europe in the 2024 Quarter.We expect results from our Other segment to be immaterial for2025.Total assets by segment are as follows:(in millions)March 31,2025December 31,2024Urban Solu?ons$1,661$1,472 Energy Solu?ons735 729

59、 Mission Solu?ons784 734 Other1,795 2,338 Corporate3,448 3,870 Total assets$8,423$9,143 Revenue by project loca?on follows:3MEMarch 31,(in millions)20252024North America$2,653$2,372 Asia Pacific(includes Australia)316 443 Europe842 772 Central and South America139 67 Middle East and Africa32 80 Tota

60、l revenue$3,982$3,734 5.Income TaxesThe effec?ve tax rate on earnings for the 2025 Quarter was(49)%compared to 56%for the 2024 Quarter.A reconcilia?on of U.S.statutory federalincome tax expense to income tax expense follows:3MEMarch 31,(In millions)20252024U.S statutory federal income tax(benefit)ex

61、pense(60)$19 Increase(decrease)in taxes resul?ng from:State and local income taxes,net of federal income tax effects(7)1 Valua?on allowance,net2(4)Foreign tax impacts7 7 Noncontrolling interest(2)4 Reserve for uncertain tax posi?ons(3)17 Other adjustments10 7 Total income tax(benefit)expense$(53)$51

62、 11Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL STATEMENTSUNAUDITED6.Partnerships and Joint VenturesMany of our partnership and joint venture agreements provide for capital calls to fund opera?ons,as necessary.Investments in a loss posi?on of$206 million and$292 million were included in othe

63、r accrued liabili?es as of March 31,2025 and December 31,2024,respec?vely,and consisted primarily ofprovision for an?cipated losses on 2 legacy infrastructure projects.Accounts receivable related to work performed for unconsolidated partnerships and jointventures included in“Accounts receivable,net”

64、was$192 million and$175 million as of March 31,2025 and December 31,2024,respec?vely.Variable Interest En?esThe aggregate carrying value of unconsolidated VIEs(classified under both Investments”and“Other accrued liabili?es”)was a net asset of$2.0 billionand$2.4 billion as of March 31,2025 and Decemb

65、er 31,2024,respec?vely.Some of our VIEs have debt;however,such debt is typically non-recourse to us.Our maximum exposure to loss as a result of our investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of theinvestment and future funding necessary to sa?sfy t

66、he contractual obliga?ons of the VIE.Future funding commitments as of March 31,2025 for theunconsolidated VIEs were$48 million.We are required to consolidate certain VIEs.Assets and liabili?es associated with the opera?ons of our consolidated VIEs are presented on the balancesheet.The assets of a VI

67、E are restricted for use only for the par?cular VIE and are not available for our general opera?ons.We have agreements with certainVIEs to provide financial or performance assurances to clients,as discussed elsewhere.7.GuaranteesThe maximum poten?al amount of future payments that we could be require

68、d to make under outstanding performance guarantees,which representsthe remaining cost of work to be performed,was es?mated to be$15 billion as of March 31,2025.For cost reimbursable contracts,amounts that maybecome payable pursuant to guarantee provisions are normally recoverable from the client for

69、 work performed.For lump-sum contracts,the performanceguarantee amount is the cost to complete the contracted work,less amounts remaining to be billed to the client under the contract.Remaining billableamounts could be greater or less than the cost to complete.In those cases where costs exceed the r

70、emaining amounts payable under the contract,we mayhave recourse to third par?es,such as owners,partners,subcontractors or vendors for claims.The performance guarantee obliga?on was not material as ofMarch 31,2025 and December 31,2024.8.Con?ngencies and CommitmentsWe and certain of our subsidiaries a

71、re subject to li?ga?on,claims and other commitments and con?ngencies,including ma?ers arising in the ordinarycourse of business,of which the asserted value may be significant.We record accruals in the financial statements for con?ngencies when we determine thatan unfavorable outcome is probable and

72、the amount of the loss can be reasonably es?mated.While there is at least a reasonable possibility that other lossesmay be incurred in excess of amounts accrued,management is unable to es?mate the possible loss or range of loss or has determined such amounts to beimmaterial,except as otherwise noted

73、 below.At present,except as set forth below,we do not expect that the ul?mate resolu?on of any open ma?ers willhave a material adverse effect on our financial posi?on or results of opera?ons.However,legal proceedings and regulatory and governmental ma?ers aresubject to inherent uncertain?es,and unfa

74、vorable rulings or other events could occur.Unfavorable outcomes could involve substan?al monetary damages,fines,penal?es and other expenditures.An unfavorable outcome might result in a material adverse impact on our business,results of opera?ons or financialposi?on.We might also enter into an agree

75、ment to se?le one or more such ma?ers if we determine such se?lement is in the best interests of ourstakeholders,and any such se?lement could include substan?al payments.The following disclosures for commitments and con?ngencies have been updated since the ma?er was presented in the 2024 10-K.Fluor

76、Enterprises,Inc.,our wholly-owned subsidiary,(“Fluor”)in conjunc?on with a partner,Balfour Bea?y Infrastructure,Inc.,(“Balfour”)formed ajoint venture known as Prairie Link Constructors JV(“PLC”)and,through it,contracted with the North Texas Tollway Authority(“NTTA”)to provide design andbuild service

77、s for an extension of the NTTAs President George Bush Turnpike highway(“Project”),which was completed in 2012.In October 2022,the NTTAserved PLC,Fluor and Balfour with a pe?on,filed at Dallas County Court,demanding damages of an unquan?fied amount under various claims rela?ng toalleged breaches of c

78、ontract in rela?on to retaining walls along the Project.In November 2024,the12Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL STATEMENTSUNAUDITEDjury issued a$280 million verdict in favor of NTTA.In March 2025,the court issued a final judgment,awarding NTTA$280 million plus interest of$133 mill

79、ionand legal costs,thereby totaling approximately$415 million.The designs in ques?on were performed by subcontractors to PLC,and these subcontractors owecontractual du?es to defend and indemnify PLC from liability arising from their work.In April 2025,following a mul?-party media?on,a se?lement inpr

80、inciple was reached resolving NTTAs claims against PLC and PLCs claims against several of its subcontractors in rela?on to the Project,the terms of whichare being finalized.Taking into account expected contribu?ons by PLCs subcontractors,Balfour and insurers,we recognized an$84 million impact to ear

81、ningsto reduce the net liability to the ul?mate se?lement amount,inclusive of expected insurance proceeds.There have been no substan?ve changes to the disclosures for the following commitments and con?ngencies since the ma?er was presented in the 202410-K.Fluor Australia Ltd.,our wholly-owned subsid

82、iary(“Fluor Australia”),completed a cost reimbursable engineering,procurement and construc?onmanagement services project for Santos Ltd.(“Santos”)involving a large network of natural gas gathering and processing facili?es in Queensland,Australia.On December 13,2016,Santos filed an ac?on in Queenslan

83、d Supreme Court(the“Court”)against Fluor Australia,asser?ng various causes of ac?on andseeking damages and/or a refund of contract proceeds paid of AUD$1.47 billion.Santos has joined Fluor to the ma?er on the basis of a parent companyguarantee issued for the project.In March 2023,a panel of 3 refere

84、es appointed by the Court(the Panel”)issued a dra?,non-binding report se?ng forthrecommenda?ons to the Court regarding liability and damages in the lawsuit.A?er considera?on of further submissions by the par?es,the Panel finalized itsreport on July 14,2023.The Panels report has no legal effect unles

85、s it is adopted by the Court through an adop?on hearing,and the Court can accept orreject,in whole or in part,the Panels recommenda?ons.In the final report,the Panel recommended judgment for Fluor on one of Santoss damages claimsthat Santos contends has an approximate value of AUD$700 million,and re

86、commended judgment for Santos on other claims that the Panel valued atapproximately AUD$790 million excluding interest and costs.While the project contract contains a liability cap of approximately AUD$236 million,the Panelfound that the liability cap did not apply to Santoss claims.Fluor has made a

87、n applica?on to have the Court set aside the reference to the Panel and thePanels recommenda?ons on several procedural and substan?ve grounds,including in rela?on to apparent bias of the referees,a failure to comply with theorder which established the reference to the Panel and a lack of procedural

88、fairness.In July 2023,the Court held oral argument on that applica?on andreserved its decision.Pursuant to an applica?on by Santos to adopt the Panels report,the Court then held an adop?on hearing in February and March 2024at which Fluor contended that the Court should not adopt the Panels recommend

89、a?on based on numerous grounds,including the Panels failure to apply theprojects liability cap.The Court also reserved its decision at the close of the adop?on hearing.We await the Courts decisions on Fluors applica?on to setaside the reference and Santoss applica?on to adopt the Panels report.9.Con

90、tract Assets and Liabili?esThe following summarizes informa?on about our contract assets and liabili?es:(in millions)March 31,2025December 31,2024Informa?on about contract assets:Contract assetsUnbilled receivables-reimbursable contracts$1,265$1,050 Contract work in progress-lump-sum contracts45 88

91、Contract assets$1,310$1,138 3MEMarch 31,(in millions)20252024Informa?on about contract liabili?es:Revenue recognized that was included in contract liabili?es as of January 1$367$278 13Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL STATEMENTSUNAUDITEDWe periodically evaluate our project forecas

92、ts and the amounts recognized with respect to claims.We include es?mated amounts for claims in projectrevenue to the extent it is probable we will realize those amounts.As of March 31,2025 and December 31,2024,we had recorded$230 million and$244 million,respec?vely,of revenue associated with claims

93、for costs incurred to date.Addi?onal costs,which will increase this balance over?me,areexpected to be incurred in future periods.We had up to$29 million and$23 million of back charges that may be disputed as of March 31,2025 andDecember 31,2024,respec?vely.10.Remaining Unsa?sfied Performance Obliga?

94、onsWe es?mate that our RUPO will be sa?sfied over the following periods:(in millions)March 31,2025Within 1 year$15,166 1 to 2 years7,062 Therea?er4,993 Total RUPO$27,221 11.Debt and Le?ers of CreditDebt consisted of the following:(in millions)March 31,2025December 31,2024Borrowings under credit faci

95、lity$Senior Notes2028 Notes(4.250%Senior Notes)525 543 Unamor?zed discount and deferred financing costs(2)(2)2029 Notes(1.125%Conver?ble Senior Notes)575 575 Unamor?zed deferred financing costs(11)(12)Total debt$1,087$1,104 Credit FacilityAs of March 31,2025,le?ers of credit totaling$465 million wer

96、e outstanding under our$2.2 billion credit facility,which matures in February 2028.Thiscredit facility contains customary financial covenants,including a debt-to-capitaliza?on ra?o that cannot exceed 0.60 to 1.00,a limita?on on the aggregateamount of debt of the greater of$750 million or 750 million

97、 for our subsidiaries,and a minimum liquidity threshold of$1.2 billion,all as defined in theamended credit facility,which may be reduced to$1.0 billion upon the repayment of debt.The credit facility also contains provisions that will require us toprovide collateral to secure the facility should we b

98、e downgraded to BB by S&P and Ba2 by Moodys,such collateral consis?ng broadly of our U.S.assets.Borrowings under the facility,which may be denominated in USD,EUR or GBP,bear interest at a base rate,plus an applicable borrowing margin.As ofMarch 31,2025,we had not made any borrowings under our credit

99、 facility line and maintained a borrowing capacity of$856 million.Uncommi?ed Lines of CreditAs of March 31,2025,le?ers of credit totaling$941 million were outstanding under uncommi?ed lines of credit.Redemp?on of 2028 NotesDuring the 2025 and 2024 Quarters,we redeemed$18 million and$10 million,respe

100、c?vely,of the aggregate outstanding 2028 Notes,with animmaterial impact on earnings in both periods.14Table of ContentsFLUOR CORPORATIONNOTES TO FINANCIAL STATEMENTSUNAUDITED12.Fair Value MeasurementsThe following table delineates assets and liabili?es that are measured at fair value on a recurring

101、basis:March 31,2025December 31,2024 Fair Value HierarchyFair Value Hierarchy(in millions)TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Assets:Investment in NuScale$1,790$1,790$2,266$2,266$Trading securi?es4 4 18 18 _(1)We recognize the fair value of our investment in NuScale on a mark-to-marke

102、t basis based upon the prevailing price of their stock on our balance sheetdates,which resulted in a pre-tax loss of$477 million for the 2025 Quarter.Our investment in NuScale consists of ownership units in NuScales opera?ngsubsidiary coupled with non-economic vo?ng shares of NuScale.We have the rig

103、ht to collec?vely exchange these interests for registered and publicly-traded shares of NuScale,subject to certain?ming restric?ons and NuScale managements discre?on around the maximum number of exchangeableshares each period,if any.(2)Consists of registered money market funds and an equity index fu

104、nd held in deferred compensa?on trusts.These investments represent the net assetvalue at the close of business of the period based on the last trade or official close of an ac?ve market or exchange.The following summarizes informa?on about financial instruments that are not required to be measured a

105、t fair value:March 31,2025December 31,2024(in millions)Fair ValueHierarchyCarryingValueFairValueCarryingValueFairValueAssets:CashLevel 1$1,644$1,644$1,613$1,613 Cash equivalentsLevel 2789 789 1,216 1,216 Marketable securi?esLevel 278 78 130 130 Notes receivable,including noncurrent por?onLevel 39 9

106、9 9 Liabili?es:2028 Senior NotesLevel 2$523$501$541$517 2029 Senior NotesLevel 2564 611 563 725 _(1)Cash consists of bank deposits.Carrying amounts approximate fair value.(2)Cash equivalents and marketable securi?es primarily consists of?me deposits.Carrying amounts approximate fair value because of

107、 the short-termmaturity of these instruments.Amor?zed cost is not materially different from the fair value.(3)Notes receivable are carried at net realizable value which approximates fair value.Factors considered in determining the fair value include the creditworthiness of the borrower,current inter

108、est rates,the term of the note and any collateral pledged as security.Notes receivable are periodically assessedfor impairment.(4)The fair value of the Senior Notes was es?mated based on quoted market prices and Level 2 inputs.(1)(2)(1)(2)(2)(3)(4)(4)15Table of ContentsFLUOR CORPORATIONNOTES TO FINA

109、NCIAL STATEMENTSUNAUDITED13.Stock-Based Compensa?onOur execu?ve and director stock-based compensa?on plans are described more fully in the 2024 10-K.Equity AwardsPerformance-based award units totaling 273,564 and 272,844 were awarded to most officers,including all Sec?on 16 officers,during 2025 and

110、2024Quarters,respec?vely.These awards generally cliff vest a?er 3 years and contain annual performance condi?ons for each of the 3 years of the ves?ng period.Under GAAP,performance-based elements of such awards are not deemed granted un?l the performance targets have been established.The performance

111、targets for each year are generally established in the first quarter.For awards granted under the 2025 performance award plan,70%of the award is earned based on achievement of earnings before taxes targets overthree 1-year periods and 30%of the award is earned based on our 3-year cumula?ve TSR rela?

112、ve to companies in the S&P 500 on the date of the award.Forawards granted under the 2024 and 2023 performance award plan,80%of the award is earned based on achievement of earnings before taxes targetsoverthree 1-year periods and 20%of the award is earned based on our3-year cumula?ve TSR rela?ve to c

113、ompanies in the S&P 500 on the date of the award.The performance component of these awards is deemed granted when targets are set while the TSR component of these awards is deemed granted uponissuance.During the 2025 Quarter,the following units were granted based upon the establishment of performanc

114、e targets:Performance-basedAward Units Granted in2025Weighted AverageGrant DateFair ValuePer Share2025 Performance Award Plan145,904$37.122024 Performance Award Plan72,756$39.752023 Performance Award Plan73,271$39.75For awards granted under these performance award plans,the number of units are adjus

115、ted at the end of each performance period based ona?ainment of certain performance targets and on market condi?ons,pursuant to the terms of the award agreements.As of March 31,2025,there were200,416 shares associated with performance awards that had been awarded to employees,but which are not deemed

116、 granted due to the underlyingperformance targets having not yet been established.Liability AwardsSGI awards granted to execu?ves vest and become payable at a rate of 1/3 of the total award each year.Performance-based awards were awarded tonon-Sec?on 16 execu?ves and will be se?led in cash.Loca?on i

117、n Statement of Opera?ons3MEMarch 31,(in millions)20252024SGI awardsG&A$(3)$5 Performance-based awards for non-Sec?on 16 execu?vesG&A3 8 Liabili?es(in millions)Loca?on on Balance SheetMarch 31,2025December 31,2024SGI awardsAccrued salaries,wages and benefits andother noncurrent liabili?es$26$51 Perfo

118、rmance-based awards for non-Sec?on 16 execu?vesAccrued salaries,wages and benefits andother noncurrent liabili?es24 30 16Table of ContentsFLUOR CORPORATIONItem 2.Managements Discussion and Analysis of Financial Condi?on and Results of Opera?onsThe following discussion and analysis should be read in

119、conjunc?on with our financial statements and our 2024 10-K.Except as the context otherwiserequires,the terms Fluor or the Registrant,as used herein,are references to Fluor and references to the company,we,us,or our,as used herein,shall includeFluor,its consolidated subsidiaries and joint ventures.CA

120、UTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSCertain statements made herein,including statements regarding our projected opera?ng results,liquidity,capital alloca?on plans,backlog levels and theimplementa?on of strategic ini?a?ves are forward-looking in nature.Under the Private Securi?es L

121、i?ga?on Reform Act of 1995,a“safe harbor”may beprovided to us for certain of these forward-looking statements.We cau?on readers that forward-looking statements,including disclosures which use wordssuch as we“believe,”“an?cipate,”“expect,”“es?mate,”aspire,commit,will,may and similar statements,are su

122、bject to risks and uncertain?es whichcould cause actual results to differ materially from stated expecta?ons.Significant factors poten?ally contribu?ng to such differences include:The cyclical nature of many of the markets we serve and our clients vulnerability to poor economic condi?ons,such as inf

123、la?on,slow growth orrecessions,which may result in decreased capital investment and reduced demand for our services;Our failure to receive an?cipated new contract awards and the related impact on our opera?ons;Failure to accurately es?mate the cost and schedule on our projects,poten?ally resul?ng in

124、 cost overruns or obliga?ons,including those related toproject delays and those caused by the performance of our clients,subcontractors,suppliers and partners;Intense compe?on in the global EPC industry,which can place downward pressure on our contract prices and profit margins and may increase ourc

125、ontractual risks;The inability to hire and retain qualified personnel;Failure of our joint venture partners to perform their venture obliga?ons,which could impact the success of those ventures and impose addi?onalfinancial and performance obliga?ons on us;Failure of our suppliers or subcontractors t

126、o provide supplies or services at the agreed-upon levels or?mes;Cybersecurity breaches of our systems and informa?on technology;Exposure to poli?cal and economic risks in different countries,including tariffs and trade policies,geopoli?cal events and conflicts,civil unrest,security issues,labor cond

127、i?ons and other unforeseeable events in the countries in which we do business;Project cancella?ons,scope adjustments or deferrals,or foreign currency fluctua?ons,that could reduce the amount of our backlog and the revenueand profits that we earn;Repercussions of events beyond our control,such as sev

128、ere weather condi?ons,natural disasters,pandemics,poli?cal crises or other catastrophicevents,that may significantly affect opera?ons,result in higher cost or subject the company to contract claims by our clients;Differences between our actual results and the assump?ons and es?mates used to prepare

129、our financial statements;Earnings vola?lity due to recurring fair value measurements of our investment in NuScale;Client delays or defaults in making payments;The poten?al impact of changes in tax laws and other tax ma?ers including,but not limited to,those from foreign opera?ons,the realizability o

130、f ourdeferred tax assets and the ongoing audits by tax authori?es;Our ability to secure appropriate insurance;The loss of business from one or more significant clients;The inability to adequately protect our intellectual property rights;The availability of credit and financial assurances plus restri

131、c?ons imposed by credit facili?es,both for us and our clients,suppliers,subcontractors orother partners;Adverse results in exis?ng or future li?ga?on,regulatory proceedings or dispute resolu?on proceedings(including claims for indemnifica?on),orclaims against project owners,subcontractors or supplie

132、rs;Failure of our employees,agents or partners to comply with laws,which could result in harm to our reputa?on and reduced profits or losses;The impact of new or changing legal requirements,as well as past and future environmental,health and safety regula?ons including climate changeregula?ons;andTh

133、e risks associated with our strategic ini?a?ves,including disposi?ons.Any forward-looking statements that we may make are based on our current expecta?ons and beliefs concerning future developments and theirpoten?al effects on us.There is no assurance that future developments affec?ng us will be tho

134、se presently an?cipated by us.Addi?onal informa?on concerning these and other factors can be found in our press releases and periodic filings with the SEC,including the 2024 10-K.These filings are available publicly on the SECs website at h?p:/www.sec.gov,on our website at h?p:/ or upon request from

135、 our InvestorRela?ons Department at(469)398-7222.We cannot control such risk factors and other uncertain?es,and in many cases,cannot predict the risks anduncertain?es that could cause actual results to differ materially from those indicated by the forward-looking statements.These risks and uncertain

136、?es shouldbe considered when evalua?ng Fluor and deciding whether to invest in our securi?es.Except as otherwise required by law,we undertake no obliga?on topublicly update or revise our forward-looking statements,whether as a result of new informa?on,future events or otherwise.Results of Opera?onsI

137、n the 2025 Quarter,we completed the sale of Storks U.K.opera?ons.The sale did not have a material impact on the financial statements.In the 2024Quarter,we completed the sale of Storks opera?ons in con?nental Europe for$67 million and recognized a gain on sale of$11 million including de-recogni?on of

138、 Storks net assets and cumula?ve foreign currency transla?on.A?er comple?ng the wind down of the Trinidad and Tobago opera?ons later thisyear,Storks dives?ture will be complete.We recognize the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their

139、 stock on our balance sheetdates,which resulted in a pre-tax loss of$477 million for the 2025 Quarter.Our investment in NuScale consists of ownership units in NuScales opera?ngsubsidiary coupled with non-economic vo?ng shares of NuScale.We have the right to collec?vely exchange these interests for r

140、egistered and publicly-tradedshares of NuScale,subject to certain?ming restric?ons and NuScale managements discre?on around the maximum number of exchangeable shares eachperiod,if any.Although we use the Level 1 fair value of the publicly-traded shares,the restric?ons associated with the conversion

141、could cause the netrealizable value of the investment to be different than the implied fair value.NuScales results for the 2024 Quarter were included in our Other segment as itwas prior to our deconsolida?on of NuScale.3MEMarch 31,(in millions)20252024RevenueUrban Solu?ons$2,157$1,479 Energy Solu?on

142、s1,206 1,432 Mission Solu?ons597 601 Other22 222 Total revenue$3,982$3,734 Segment profit(loss)$and margin%Urban Solu?ons$70 3.2%$50 3.4%Energy Solu?ons47 3.9%68 4.7%Mission Solu?ons5 0.8%22 3.7%Other9 40.9%(22)NMTotal segment profit$and margin%$131 3.3%$118 3.2%G&A(36)(59)Foreign currency gain(loss

143、)(13)12 Interest income(expense),net17 39 Earnings(loss)a?ributable to NCI9(19)Earnings before taxes108 91 Income tax benefit(expense)(including$73 million tax benefit a?ributable to equity method loss in 2025)53(51)Net earnings before equity method earnings161 40 Equity method earnings(loss)(393)Ne

144、t earnings(loss)(232)40 Less:Net earnings(loss)a?ributable to NCI9(19)Net earnings(loss)a?ributable to Fluor$(241)$59 New awardsUrban Solu?ons$5,330$4,873 Energy Solu?ons315 716 Mission Solu?ons164 1,145 Other2 284 Total new awards$5,811$7,018 New awards related to projects located outside of the U.

145、S.10%27%(in millions)March 31,2025December 31,2024Backlog Urban Solu?ons$20,150$17,749 Energy Solu?ons6,161 7,605 Mission Solu?ons2,397 2,727 Other10 403 Total backlog$28,718$28,484 Backlog related to projects located outside of the U.S.42%55%Backlog related to reimbursable projects79%79%(1)Total se

146、gment profit and margin are non-GAAP financial measures.We believe that total segment profit provides a meaningful perspec?ve on our resultsas it is the aggrega?on of individual segment profit measures that we use to evaluate and manage our performance.(2)Backlog at March 31,2025 was level with back

147、log at December 31,2024.We booked a mul?-billion award for a life sciences project during the 2025Quarter.However,we also adjusted backlog on 2 large projects due to reduc?ons in scope and the associated CFM.Backlog may include significantes?mated amounts of third-party,subcontracted,CFM and pass-th

148、rough costs.We do not report new awards or backlog for projects related to our(1)(2)(3)equity method investments even though these awards may be significant contributors to earnings in future periods.Although backlog reflects businessthat is considered to be firm,cancella?ons,deferrals or scope adju

149、stments may occur.(3)Includes backlog of$585 million and$702 million for ongoing legacy projects in a loss posi?on as of March 31,2025 and December 31,2024,respec?vely.Revenue increased during the 2025 Quarter primarily driven by a ramp up of execu?on ac?vi?es on several large projects in our Urban

150、Solu?onssegment par?ally offset by revenue declines in Energy Solu?ons.Earnings before taxes improved in the 2025 Quarter driven by the ramp up of execu?on ac?vi?es on Urban Solu?ons projects discussed above as wellas a reduc?on in G&A for stock-based compensa?on par?ally offset by a decline in net

151、interest income and a foreign currency loss.Net earnings excluding amounts a?ributable to equity method earnings were as follows:3ME(in millions)March 31,2025Earnings before taxes$108 Income tax benefit53 Less:Income tax benefit a?ributable to equity method loss(73)Income tax expense and effec?ve ta

152、x rate,excluding amount a?ributable to equity method loss(20)19%Net earnings excluding amount a?ributable to equity method loss$88 Equity method loss$(393)Income tax benefit and effec?ve tax rate a?ributable to equity method loss73 19%Equity method loss,net of related income tax benefit$(320)Net ear

153、nings/(loss)$(232)The effec?ve tax rate on earnings for the 2025 Quarter was(49)%compared to 56%for the 2024 Quarter.A reconcilia?on of U.S.statutory federalincome tax expense to income tax expense follows:3MEMarch 31,(In millions)20252024U.S statutory federal income tax(benefit)expense$(60)$19 Incr

154、ease(decrease)in taxes resul?ng from:State and local income taxes,net of federal income tax effects(7)1 Valua?on allowance,net2(4)Foreign tax impacts7 7 Noncontrolling interest(2)4 Reserve for uncertain tax posi?ons(3)17 Other adjustments10 7 Total income tax(benefit)expense$(53)$51 Beginning in Jan

155、uary 2024,many non-US tax jurisdic?ons have enacted or are in the process of enac?ng legisla?on to adopt a minimum effec?ve taxrate described in the Global An?-Base Erosion Model Rules,also known as Pillar Two.Pillar Two establishes a global minimum tax of 15%on largemul?na?onal corpora?ons.We consi

156、dered the applicable tax law changes in the countries in which we operate and have determined that there is no materialimpact to our tax provision for the 2025 Quarter.We will con?nue to evaluate the impact of these tax law changes on future periods.Our profit margin percentages may be favorably or

157、unfavorably impacted by a change in the amount of CFM recorded.We record revenue on a grossbasis,including CFM when we have concluded that we are a principal with respect to such materials and services,though the?ming of CFM receipt cansignificantly impact comple?on percentage.Segment Opera?onsUrban

158、 Solu?onsRevenue significantly increased in the 2025 Quarter due to the ramp up of execu?on ac?vi?es on life sciences projects awarded in the last 18 months aswell as revenue growth on a large metals project and a large mining project.The increase in 2025 revenue was further driven by progression to

159、 comple?on ona metals project in which there was a change in scope and removal of CFM.Segment profit increased in the 2025 Quarter due to an increase in execu?on ac?vi?es on life sciences projects awarded in the last 18 months and alarge metals project as well as a decrease in cost due to design op?

160、miza?on on a highway project.We also recognized profit on a metals project upon achange in percentage of comple?on due to a reduc?on in scope.The increase in segment profit was par?ally offset by the effects of unfavorable foreigncurrency movements on an interna?onal bridge project.Segment profit ma

161、rgin in the 2025 Quarter was consistent with the 2024 Quarter.New awards increased during the 2025 Quarter due to a large EPC award for a second mul?-billion dollar pharmaceu?cal facility in Indiana and aconstruc?on contract for State Highway 6 in Texas.Backlog increased during the 2025 Quarter due

162、to these 2 large awards.Our staffing business does notreport new awards or backlog.Energy Solu?onsRevenue decreased during the 2025 Quarter due to a decline in execu?on ac?vity for several projects nearing comple?on par?ally offset by the ramp upof execu?on ac?vi?es on a chemicals project in Canada

163、and a ba?eries project in Poland.Segment profit and profit margin declined during the 2025 Quarter due to projects nearing comple?on and the impact of reserves taken for a jointventure project in Mexico completed in 2019,par?ally offset by profit recogni?on on a chemicals project upon a change in pe

164、rcentage of comple?on due to aclient directed change in scope.Segment profit and segment profit margin in the 2024 Quarter was adversely impacted by$29 million in cost growth on aconstruc?on only subcontract executed by our joint venture in Mexico.New awards declined during the 2025 Quarter compared

165、 to the 2024 Quarter.Backlog declined during the 2025 Quarter due to the execu?on paceexceeding new award ac?vity.Mission Solu?onsRevenue in the 2025 Quarter was level with revenue in the 2024 Quarter.Revenue growth due to increased volume on a DOE project and FEMAhurricane relief efforts was offset

166、 by revenue declines resul?ng from reduced volume on a different DOE project and the recogni?on of an addi?onal reserveresul?ng from a recent ruling on a long-standing claim on a project completed in 2019.Segment profit and profit margin declined during the 2025 Quarter compared to the 2024 Quarter

167、due to an addi?onal reserve of$28 million resul?ngfrom a recent ruling on a long-standing claim on a project completed in 2019 par?ally offset by volume-related growth on a DOE project.New awards declined during the 2025 Quarter compared to the 2024 Quarter.Backlog included$369 million and$665 milli

168、on of unfunded governmentcontracts as of March 31,2025 and December 31,2024,respec?vely.Unfunded backlog reflects our es?mate of future revenue under awarded governmentcontracts for which funding has not yet been appropriated.We do not report new awards or backlog for projects related to our equity

169、method investmentseven though these awards may be significant contributors to earnings in future periods.OtherNuScales results for the 2024 Quarter were included in our Other segment as it was prior to our deconsolida?on of NuScale in October 2024.In the2025 Quarter,we completed the sale of Storks o

170、pera?ons in the U.K.and recognized a gain on sale of$7 million compared to an$11 million gain on the saleof Storks opera?ons in con?nental Europe in the 2024 Quarter.We expect results from our Other segment to be immaterial for 2025.G&A3MEMarch 31,(in millions)20252024G&ACompensa?on$24$43 Legal&prof

171、essional fees3 3 Exit costs2 5 Facili?es 2 Other7 6 G&A$36$59 The decrease in compensa?on expense in the 2025 Quarter was primarily driven by lower stock-based compensa?on,largely resul?ng from a decreasein our stock price and corresponding TSR metrics between December 31,2024 and March 31,2025.Cri?

172、cal Accoun?ng Policies and Es?matesThere have been no material changes in our cri?cal accoun?ng policies and es?mates from those disclosed in our 2024 10-K.Recent Accoun?ng PronouncementsItem is described more fully in the Notes to Financial Statements.17Table of ContentsLIQUIDITY AND CAPITAL RESOUR

173、CESOur liquidity arises from available cash and cash equivalents and marketable securi?es,cash generated fromopera?ons,capacity under our credit facility and,when necessary,access to capital markets.We have commi?ed and uncommi?ed lines of credit availablefor revolving loans and le?ers of credit.We

174、believe that for at least the next 12 months,an?cipated cash generated from opera?ons,along with our unusedcredit capacity and cash posi?on,is sufficient to support opera?ng requirements and debt maturi?es.We regularly review our sources and uses of liquidityand may pursue opportuni?es to address ou

175、r liquidity needs that arise.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 byMoodys,which is a one notch downgrade from both agencies current ra?ngs.If we are required to provide collateral,it wo

176、uld consist broadly of liens on ourU.S.assets.As of March 31,2025,le?ers of credit totaling$465 million were outstanding under our$2.2 billion credit facility,which matures in February 2028.Thiscredit facility contains customary financial covenants,including a debt-to-capitaliza?on ra?o that cannot

177、exceed 0.60 to 1.00,based upon total shareholdersequity excluding AOCI,a limita?on on the aggregate amount of debt of the greater of$750 million or 750 million for our subsidiaries,and a minimumliquidity threshold of$1.2 billion,all as defined in the amended credit facility,which may be reduced to$1

178、.0 billion upon the repayment of debt.Borrowingsunder the facility,which may be denominated in USD,EUR or GBP,bear interest at a base rate,plus an applicable borrowing margin.As of March 31,2025 andthrough the issuance of this 10-Q,we had not made any borrowings under our credit facility.We have a s

179、ublimit of up to$1.0 billion in aggregate cashadvances and financial le?ers of credit available to us under our credit facility with a current borrowing capacity of$856 million.Cash and cash equivalents combined with marketable securi?es were$2.5 billion and$3.0 billion as of March 31,2025 and Decem

180、ber 31,2024,respec?vely.Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execu?on ac?vi?es.Non-U.S.cashand cash equivalents amounted to$1.1 billion as of both March 31,2025 and December 31,2024.Non-U.S.cash and cash equivalents exclude deposits

181、ofU.S.legal en?es that are invested in offshore,overnight accounts or short-term?me deposits,to which there is unrestricted access.In evalua?ng our liquidity needs,we consider cash and cash equivalents held by our consolidated variable interest en?es(joint ventures andpartnerships).These amounts(whi

182、ch totaled$325 million and$333 million as of March 31,2025 and December 31,2024,respec?vely)were not necessarilyreadily available for general purposes.We do not include our share of cash held by our propor?onately consolidated joint ventures and partnerships in ourconsolidated cash balances even tho

183、ugh these amounts may be significant.We also consider the extent to which client advances(which totaled$48 millionand$79 million as of March 31,2025 and December 31,2024,respec?vely)are likely to be sustained or consumed over the near term for project execu?onac?vi?es and the cash flow requirements

184、of our various foreign opera?ons.In some cases,it may not be financially efficient to move cash and cashequivalents between countries due to statutory dividend limita?ons and/or adverse tax consequences.We did not consider any cash to be permanentlyreinvested outside the U.S.as of March 31,2025 and

185、December 31,2024,other than unremi?ed earnings required to meet our working capital and long-term investment needs in non-U.S.foreign jurisdic?ons where we operate.In the 2025 Quarter,we used$142 million to repurchase and cancel 3,576,745 shares of common stock under our repurchase program.Over 24,0

186、00,000shares could s?ll be purchased under the repurchase program as of March 31,2025.Between April 1,2025 and April 25,2025,we repurchased and canceledapproximately 1.5 million shares of our common stock for$51 million.We expect to repurchase approximately$150 million of our stock during the second

187、quarter of 2025 and approximately$300 million of our stock during the la?er half of 2025.18Table of ContentsCash Flows3MEMarch 31,(in millions)20252024OPERATING CASH FLOW$(286)$(111)INVESTING CASH FLOWProceeds from sales and maturi?es(purchases)of marketable securi?es54(5)Capital expenditures(11)(34

188、)Proceeds from sale of assets62 30 Investments in partnerships and joint ventures(69)(13)Inves?ng cash flow36(22)FINANCING CASH FLOWRepurchase of common stock(142)Purchase and re?rement of debt(18)(10)Other(3)(16)Financing cash flow(163)(26)Effect of exchange rate changes on cash17(25)Increase(decre

189、ase)in cash and cash equivalents(396)(184)Cash and cash equivalents at beginning of period2,829 2,519 Cash and cash equivalents at end of period$2,433$2,335 Cash paid during the period for:Interest$19$20 Income taxes(net of refunds)30 46 Opera?ng Ac?vi?esCash flows from opera?ng ac?vi?es result prim

190、arily from our core EPC ac?vi?es and are affected by our earnings level and changes in working capitalassociated with such ac?vi?es.Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules onour projects.These levels are also impacted b

191、y the stage of comple?on and commercial terms of engineering and construc?on projects,as well as ourexecu?on of our projects compared to their budget.Working capital requirements also vary by project and the payments terms agreed to with our clients,vendors and subcontractors.Most contracts require

192、payments as the projects progress.Addi?onally,certain projects receive advance payments from clients.A typical trend for our lump-sum projects is to have higher cash balances during the ini?al phases of execu?on due to deposits paid to us which then diminishtoward the end of the construc?on phase.As

193、 a result,our cash posi?on is reduced as customer advances are u?lized,unless they are replaced by advanceson other projects.We maintain cash reserves and borrowing facili?es to provide addi?onal working capital in the event that a projects net opera?ng cashou?lows exceed its available cash balances

194、.As of March 31,2025,our backlog included$585 million for ongoing legacy projects in a loss posi?on,includingapproximately$189 million of es?mated unfunded losses associated therewith.The comparable amounts at December 31,2024 were$702 million of backlogand$237 million of unfunded losses.Our opera?n

195、g cash flow is typically lower in the first quarter of each year due to the?ming of payout of employee incen?ve awards from the prior year.Our opera?ng cash flow for the 2025 and 2024 Quarters was also nega?vely impacted by increases in working capital on several large projects.19Table of ContentsIn

196、ves?ng Ac?vi?esWe hold cash in bank deposits and marketable securi?es which are governed by our investment policy.This policy focuses on,in order of priority,thepreserva?on of capital,maintenance of liquidity and maximiza?on of yield.These investments may include money market funds,bank deposits pla

197、ced withhighly-rated financial ins?tu?ons,repurchase agreements that are fully collateralized by U.S.Government-related securi?es,high-grade commercial paperand high quality short-term and medium-term fixed income securi?es.Capital expenditures in 2025 primarily related to investments in IT compared

198、 to expenditures for improvements to our new office lease in Houston aswell as construc?on equipment on infrastructure projects in 2024.Net proceeds from sales of assets during the 2025 Quarter included$61 million from the sale of Storks U.K.opera?ons compared to$29 million fromthe sale of Storks Eu

199、ropean business in the 2024 Quarter.We received addi?onal proceeds of$38 million from the sale of Stork Europe in April 2024.Investments in unconsolidated partnerships and joint ventures in the 2025 Quarter included$55 million in funding on a loss project for aninfrastructure joint venture.Financing

200、 Ac?vi?esWe have a stock repurchase program,authorized by our Board of Directors,to purchase shares in the open market or privately nego?ated transac?onsat our discre?on.In November 2024,the Board authorized an addi?onal 20,000,000 shares to the repurchase program.During 2025 Quarter,we repurchased3

201、,576,745 shares of common stock under the repurchase program for total considera?on of$142 million.As of March 31,2025,over 24,000,000 shares coulds?ll be purchased under the repurchase program.During the 2025 and 2024 Quarters,we redeemed$18 million and$10 million,respec?vely,of the aggregate outst

202、anding 2028 Notes,with animmaterial impact on earnings in both periods.Le?ers of CreditAs of March 31,2025,le?ers of credit totaling$465 million were outstanding under commi?ed lines of credit.As of March 31,2025,le?ers of credittotaling$941 million were outstanding under uncommi?ed lines of credit

203、including le?ers of credit totaling$344 million for two lump-sum projects in Kuwaitthat are substan?ally complete except for the resolu?on of unapproved change orders and extension of?me claims.Le?ers of credit are ordinarily providedto indemnify our clients if we fail to perform our obliga?ons unde

204、r our contracts.Surety bonds may be used as an alterna?ve to le?ers of credit.GuaranteesThe maximum poten?al amount of future payments that we could be required to make under outstanding performance guarantees,which representsthe remaining cost of work to be performed,was es?mated to be$15 billion a

205、s of March 31,2025.Financial guarantees,made in the ordinary course of business in certain limited circumstances,are entered into with financial ins?tu?ons and othercredit grantors and generally obligate us to make payment in the event of a default by the borrower.These arrangements generally requir

206、e the borrower topledge collateral to support the fulfillment of the borrowers obliga?on.Item 3.Quan?ta?ve and Qualita?ve Disclosures about Market RiskThere have been no material changes to market risk during 2025 Quarter.Accordingly,our disclosures provided in the 2024 10-K remain relevant.Item 4.C

207、ontrols and ProceduresEvalua?on of Disclosure Controls and ProceduresBased on their evalua?on as of the end of the period covered by this report,our principal execu?ve officer and principal financial officer have concludedthat our disclosure controls and procedures(as defined in Rules 13a-15(e)or 15

208、d-15(e)of the Exchange Act)are effec?ve as required by paragraph(b)ofRule 13a-15 or Rule 15d-15 of the Exchange Act.20Table of ContentsChanges in Internal Control over Financial Repor?ngThere were no changes to our ICFR that occurred during the period covered by this report that have materially affe

209、cted,or are reasonably likely tomaterially affect,our ICFR.21Table of ContentsFLUOR CORPORATIONCHANGES IN CONSOLIDATED BACKLOGUNAUDITED3MEMarch 31,(in millions)20252024Backlog,January 1$28,484$29,441 New awards5,811 7,018 Adjustments and cancella?ons,net(1,619)(20)Work performed(3,958)(3,700)Backlog

210、,March 31$28,718$32,739 22Table of ContentsPART II:OTHER INFORMATIONItem 1.Legal ProceedingsAs part of our normal business ac?vi?es,we are party to a number of legal proceedings and other ma?ers in various stages of development.Managementperiodically assesses our liabili?es and con?ngencies in conne

211、c?on with these ma?ers based upon the latest informa?on available.We disclose materialpending legal proceedings pursuant to SEC rules and other pending ma?ers as we may determine to be appropriate.Addi?onal informa?on on ma?ers in dispute may be found in Part I,Item 1 of this Q1 2025 10-Q.Item 1A.Ri

212、sk FactorsThere have been no material changes from our risk factors as disclosed in the 2024 10-K.Item 2.Unregistered Sales of Equity Securi?es and Use of Proceeds(c)The following table provides informa?on for the quarter ended March 31,2025 about purchases by the company of equity securi?es that ha

213、ve beenregistered pursuant to Sec?on 12 of the Exchange Act.Issuer Purchases of Equity Securi?esPeriodTotal Numberof SharesPurchasedAveragePrice Paidper ShareTotal Numberof SharesPurchased asPart of PubliclyAnnounced Plansor ProgramsMaximumNumber ofShares that MayYet Be PurchasedUnder the Plans orPr

214、ogram January 1 January 31,2025494,574$49.92 494,574 27,665,239 February 1 February 28,2025583,904 42.74 583,904 27,081,335 March 1 March 31,20252,498,267 36.87 2,498,267 24,583,068 Total3,576,745$39.63 3,576,745 _(1)The share repurchase program was originally announced on November 3,2011 and,as ame

215、nded,totaled 66,000,000 shares as of March 31,2025,including 20,000,000 shares incrementally authorized by the Board in November 2024.We may repurchase shares from?me to?me in open market orprivately nego?ated transac?ons,including through pre-arranged trading programs,at our discre?on,subject to ma

216、rket condi?ons and other factorsand at such?me and in amounts that we deem appropriate.The share repurchase program has no fixed expira?on date.Item 4.Mine Safety DisclosuresInforma?on concerning mine safety viola?ons or other regulatory ma?ers required by Sec?on 1503(a)of the Dodd-Frank Wall Street

217、 Reform andConsumer Protec?on Act and Item 104 of Regula?on S-K(17 CFR 229.104)is included in Exhibit 95.1 to this report.Item 5.Other Informa?onDuring the quarter ended March 31,2025,no director or officer(as defined in Rule 16a-1(f)under the Exchange Act)adopted or terminated any Rule10b5-1 tradin

218、g arrangements or non-Rule 10b5-1 trading arrangements(in each case,as defined in Item 408(a)of Regula?on S-K).(1)23Table of ContentsItem 6.ExhibitsEXHIBIT INDEXExhibitDescrip?on3.1Amended and Restated Cer?ficate of Incorpora?on of the registrant(incorporated by reference to Exhibit 3.1 to the regis

219、trants CurrentReport on Form 8-K(Commission file number 1-16129)filed on May 8,2012).3.2Amended and Restated Bylaws of the registrant(incorporated by reference to Exhibit 3.1 to the registrants Current Report on Form 8-K(Commission file number 1-16129)filed on November 4,2022).10.1$2,200,000 Fourth

220、Amended and Restated Revolving Loan and Le?er of Credit Facility Agreement dated as of February 14,2025,amongFluor Corpora?on,the Lenders thereunder,BNP Paribas,as Administra?ve Agent and an Issuing Lender,Bank of America,N.A.,as Syndica?onAgent,and Ci?bank,N.A.and Wells Fargo Bank,Na?onal Associa?o

221、n,as Co-Documenta?on Agents.*31.1Cer?fica?on of Chief Execu?ve Officer pursuant to Sec?on 302 of the Sarbanes-Oxley Act of 2002.*31.2Cer?fica?on of Chief Financial Officer pursuant to Sec?on 302 of the Sarbanes-Oxley Act of 2002.*32.1Cer?fica?on of Chief Execu?ve Officer pursuant to Sec?on 906 of th

222、e Sarbanes-Oxley Act of 2002.*32.2Cer?fica?on of Chief Financial Officer pursuant to Sec?on 906 of the Sarbanes-Oxley Act of 2002.*95.1Mine Safety Disclosure.*101.INSInline XBRL Instance Document.*101.SCHInline XBRL Taxonomy Extension Schema Document.*101.CALInline XBRL Taxonomy Extension Calcula?on

223、 Linkbase Document.*101.LABInline XBRL Taxonomy Extension Label Linkbase Document.*101.PREInline XBRL Taxonomy Extension Presenta?on Linkbase Document.*101.DEFInline XBRL Taxonomy Extension Defini?on Linkbase Document.*104The cover page from the Companys Q1 2025 10-Q for the three months ended March

224、 31,2025,forma?ed in Inline XBRL(included in theExhibit 101 a?achments).*_*New exhibit filed with this report.24Table of ContentsSIGNATURESPursuant to the requirements of the Exchange Act,the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto dulyauthorize

225、d.FLUOR CORPORATION Date:May 1,2025By:/s/John C.ReganJohn C.ReganChief Financial Officer(Principal Financial&Accoun?ng Officer)25Exhibit 10.1EXECUTION COPY$2,200,000,000FOURTH AMENDED AND RESTATEDREVOLVING LOAN AND LETTER OF CREDIT FACILITY AGREEMENTamongFLUOR CORPORATION,as the Borrower,BNP PARIBAS

226、,as Administrative Agent and an Issuing Lender,BANK OF AMERICA,N.A.as Syndication Agent,CITIBANK,N.A.and WELLS FARGO BANK,NATIONAL ASSOCIATIONas Co-Documentation Agents,andTHE LENDERS PARTY HERETOFebruary 14,2025BNP PARIBAS SECURITIES CORP.,BofA SECURITIES,INC.,CITIBANK,N.A.and WELLS FARGO SECURITIE

227、S,LLCas Joint Bookrunners and Joint Lead ArrangersBNP PARIBASand BofA SECURITIES,INC.,as Co-Sustainability Coordinators|US-DOCS155608121.9|TABLE OF CONTENTSARTICLE I DEFINITIONS 1SECTION 1.01.Definitions.1SECTION 1.02.Other Definitional Provisions.39SECTION 1.03.Amendment and Restatement of Existing

228、 Credit Agreement 40SECTION 1.04.Pro Forma Calculations 41SECTION 1.05.Interest Rates;Benchmark Notification 41SECTION 1.06.Letter of Credit Amounts 41SECTION 1.07.Divisions 42SECTION 1.08.Exchange Rates;Currency Equivalents 42ARTICLE II REVOLVING ADVANCES AND LETTERS OF CREDIT 42SECTION 2.01.Revolv

229、ing Advances.42SECTION 2.02.Making the Revolving Advances.43SECTION 2.03.Repayment of Revolving Advances.44SECTION 2.04.Optional and Mandatory Prepayments of Revolving Advances;Voluntary Termination or Reduction ofCommitments.44SECTION 2.05.Interest on Revolving Advances.45SECTION 2.06.Conversion an

230、d Continuation of Revolving Advances.52SECTION 2.07.Issuance of Letters of Credit.53SECTION 2.08.Participations in Letters of Credit.55SECTION 2.09.Reimbursement in Respect of Letters of Credit.55SECTION 2.10.Disbursement Procedures for Letters of Credit;Reporting.57SECTION 2.11.Interest on LC Disbu

231、rsements and Reimbursement of Other Amounts.57SECTION 2.12.Cash Collateralization.57SECTION 2.13.Obligations.60SECTION 2.14.General Provisions as to Payments.60SECTION 2.15.Computation of Interest and Fees.61SECTION 2.16.Taxes;Net Payments.61SECTION 2.17.Increased Costs.64SECTION 2.18.Illegality.65S

232、ECTION 2.19.Fees.65SECTION 2.20.Evidence of Debt.66SECTION 2.21.Use of Proceeds.67SECTION 2.22.Defaulting Lenders.67SECTION 2.23.Replacement of Lenders.68SECTION 2.24.Incremental Commitments.69SECTION 2.25.Extension of Maturity Date.71SECTION 2.26.ESG Amendment 73ARTICLE III CONDITIONS PRECEDENT 74S

233、ECTION 3.01.Closing Date.74SECTION 3.02.Conditions to All Revolving Advances and Letters of Credit.75ARTICLE IV REPRESENTATIONS AND WARRANTIES 75iSECTION 4.01.Corporate Existence and Power.75SECTION 4.02.Corporate and Governmental Authorization;Contravention.75SECTION 4.03.Binding Effect.76SECTION 4

234、.04.Financial Information.76SECTION 4.05.Litigation.76SECTION 4.06.Compliance with ERISA.76SECTION 4.07.Taxes.76SECTION 4.08.Material Subsidiaries.76SECTION 4.09.Not an Investment Company;Margin Regulations.77SECTION 4.10.Business of the Borrower;Use of Proceeds.77SECTION 4.11.No Misleading Statemen

235、ts.77SECTION 4.12.Environmental Matters.77SECTION 4.13.No Default.78SECTION 4.14.Sanctions;AML Laws and Anti-Corruption Laws.78SECTION 4.15.Liens 78SECTION 4.16.Solvency 78SECTION 4.17.Security Interest in Collateral 78SECTION 4.18.Properties 78SECTION 4.19.Insurance 79SECTION 4.20.Affected Financia

236、l Institution 78ARTICLE V COVENANTS 79SECTION 5.01.Information.79SECTION 5.02.Payment of Obligations.81SECTION 5.03.Maintenance of Property;Insurance.81SECTION 5.04.Conduct of Business and Maintenance of Existence.81SECTION 5.05.Compliance with Laws.82SECTION 5.06.Keeping of Records;Inspection of Pr

237、operty,Books and Records.82SECTION 5.07.Financial Covenants.82SECTION 5.08.Liens.82SECTION 5.09.Consolidations,Mergers,Fundamental Changes and Sales of Assets.83SECTION 5.10.Payment of Taxes,Etc.85SECTION 5.11.Pari-passu Obligations.85SECTION 5.12.Further Assurances.85SECTION 5.13.Use of Proceeds.86

238、SECTION 5.14.Subsidiary Guarantors;Collateral 86SECTION 5.15.Debt 88SECTION 5.16.Investments,Loans,Advances,Guarantees and Acquisitions 90SECTION 5.17.Swap Agreements 91SECTION 5.18.Transactions with Affiliates 91SECTION 5.19.Restricted Payments 92SECTION 5.20.Restrictive Agreements 93SECTION 5.21.S

239、ubordinated Debt and Amendments to Subordinated Debt Documents 93ARTICLE VI DEFAULTS 94SECTION 6.01.Events of Default.94SECTION 6.02.Remedies.96iiSECTION 6.03.Application of Payments 97ARTICLE VII THE ADMINISTRATIVE AGENT 98SECTION 7.01.Appointment and Authorization.98SECTION 7.02.Rights as a Lender

240、.100SECTION 7.03.Reliance by Administrative Agent.100SECTION 7.04.Delegation of Duties.101SECTION 7.05.Exculpatory Provisions.101SECTION 7.06.Indemnification.102SECTION 7.07.Non-Reliance on Administrative Agent and Other Lenders.102SECTION 7.08.Resignation and Removal of Administrative Agent.103SECT

241、ION 7.09.Agent With Respect to Cash Collateral Accounts.104SECTION 7.10.Collateral Matters.104SECTION 7.11.Credit Bidding.105SECTION 7.12.Certain ERISA Matters.106SECTION 7.13.No Other Duties,etc.107SECTION 7.14.Secured Banking Services Obligations;Secured Swap Obligations;and Secured Bilateral LCOb

242、ligations 107SECTION 7.15.Erroneous Payments 108ARTICLE VIII MISCELLANEOUS 109SECTION 8.01.Notices.109SECTION 8.02.No Waivers.110SECTION 8.03.Expenses;Indemnification.110SECTION 8.04.Sharing of Set-Offs.111SECTION 8.05.Amendments and Waivers.112SECTION 8.06.Successors and Assigns.114SECTION 8.07.Col

243、lateral.118SECTION 8.08.Governing Law.118SECTION 8.09.Counterparts;Effectiveness.118SECTION 8.10.Confidentiality.119SECTION 8.11.Captions.121SECTION 8.12.Severability.121SECTION 8.13.Integration.121SECTION 8.14.Consent To Jurisdiction;Waiver Of Venue.121SECTION 8.15.Service of Process.122SECTION 8.1

244、6.No Advisory or Fiduciary Responsibility.122SECTION 8.17.WAIVER OF TRIAL BY JURY.123SECTION 8.18.Interest Rate Limitation.123SECTION 8.19.Judgment Currency.123SECTION 8.20.USA Patriot Act.124SECTION 8.21.Acknowledgement Regarding Any Supported QFCs.124SECTION 8.22.Acknowledgement and Consent to Bai

245、l-In of Affected Financial Institutions.125SECTION 8.23.Appointment for Perfection 125SECTION 8.24.Release of Subsidiary Guarantors 125iiiARTICLE IX BORROWER GUARANTEE 126LIST OF EXHIBITS AND SCHEDULESEXHIBIT A INTENTIONALLY OMITTEDEXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTEXHIBIT C FORM

246、OF SECRETARY/ASSISTANT SECRETARY CERTIFICATEEXHIBIT D FORM OF NOTICE OF REVOLVING BORROWINGEXHIBIT E FORM OF NOTICE OF CONVERSION/CONTINUATIONEXHIBIT F FORM OF REVOLVING NOTEEXHIBIT G-1 FORM OF U.S.TAX COMPLIANCE CERTIFICATEEXHIBIT G-2 FORM OF U.S.TAX COMPLIANCE CERTIFICATEEXHIBIT G-3 FORM OF U.S.TA

247、X COMPLIANCE CERTIFICATEEXHIBIT G-4 FORM OF U.S.TAX COMPLIANCE CERTIFICATEEXHIBIT H FORM OF APPLICATIONSCHEDULE 1.01(a)COMMITMENTS AND APPLICABLE PERCENTAGESSCHEDULE 1.01(b)EXISTING LETTERS OF CREDITSCHEDULE 1.01(C)SUSTAINABILITY TABLE AND SUSTAINABILITY PRICING ADJUSTMENTSSCHEDULE 5.08 EXISTING LIE

248、NSSCHEDULE 5.15 EXISTING DEBTSCHEDULE 5.18 EXISTING TRANSACTIONS WITH AFFILIATESSCHEDULE 5.20 EXISTING RESTRICTIVE AGREEMENTSivFOURTH AMENDED AND RESTATEDREVOLVING LOAN AND LETTER OF CREDIT FACILITY AGREEMENTFOURTH AMENDED AND RESTATED REVOLVING LOAN AND LETTER OF CREDIT FACILITY AGREEMENT(asamended

249、,restated,amended and restated,supplemented or otherwise modified from time to time,this“Agreement”)dated as of February 14,2025 among FLUOR CORPORATION,the LENDERS party hereto from time to time,and BNP PARIBAS,as Administrative Agent and anIssuing Lender.WHEREAS,the Borrower,the lenders party ther

250、eto and BNP Paribas,as administrative agent thereunder,are currently party to thatcertain U.S.$1,800,000,000 Third Amended and Restated Revolving Loan and Letter of Credit Facility Agreement,dated as of February 17,2022,(as amended,supplemented or otherwise modified prior to the date hereof,the“Exis

251、ting Credit Agreement”).WHEREAS,the Borrower,the Lenders and the Administrative Agent have agreed to enter into this Agreement in order to(i)amend andrestate the Existing Credit Agreement in its entirety;(ii)re-evidence the“Obligations”under,and as defined in,the Existing Credit Agreement,which shal

252、l be repayable in accordance with the terms of this Agreement;and(iii)set forth the terms and conditions under which the Lenderswill,from time to time,make loans and extend other financial accommodations to or for the benefit of the Borrower.WHEREAS,it is the intent of the parties hereto that this A

253、greement not constitute a novation of the obligations and liabilities of theparties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities,but that thisAgreement amend and restate in its entirety the Existing Credit Agreement and

254、 modify and re-evidence the obligations and liabilities of theBorrower outstanding thereunder,which shall be payable in accordance with the terms hereof.WHEREAS,it is also the intent of the Borrower to confirm that all obligations under the applicable“Loan Documents”(as referred toand defined in the

255、 Existing Credit Agreement)shall continue in full force and effect as modified or restated by the Loan Documents(as referredto and defined herein)and that,from and after the Closing Date,all references to the“Credit Agreement”contained in any such existing“LoanDocuments”shall be deemed to refer to t

256、his Agreement.NOW,THEREFORE,in consideration of the premises and the mutual covenants contained herein,the parties hereto agree that theExisting Credit Agreement is hereby amended and restated as follows:ARTICLE IDEFINITIONSSECTION 1.01.Definitions.The following terms,as used herein,have the followi

257、ng meanings:“Acquisition”means(i)any acquisition(whether by purchase,merger,consolidation or otherwise)or series of related acquisitions by theBorrower or any Subsidiary of(a)all or substantially all the assets of(or all or substantially all the assets constituting a business unit,division,product o

258、r line of business of)any Person or(b)all or substantially all the Equity Interests in a Person or division or line of business of a Person.1“Additional Commitment Lender”has the meaning specified in Section 2.25(d).“Adjusted Daily Simple RFR”means,(i)with respect to any RFR Rate Revolving Borrowing

259、 denominated in Pounds Sterling,aninterest rate per annum equal to(a)the Daily Simple RFR for Pounds Sterling,plus(b)0.0326%,and(ii)with respect to any RFR RateRevolving Borrowing denominated in Dollars,an interest rate per annum equal to(a)the Daily Simple RFR for Dollars,plus(b)0.10%;provided that

260、,if the Adjusted Daily Simple RFR as so determined would be less than the Floor,such rate shall be deemed to be equal to theFloor for the purposes of this Agreement.“Adjusted EURIBO Rate”means,with respect to any Term Benchmark Rate Revolving Borrowing denominated in euro for any InterestPeriod,an i

261、nterest rate per annum equal to(a)the EURIBO Rate for such Interest Period multiplied by(b)the Statutory Reserve Rate;providedthat,if the Adjusted EURIBO Rate as so determined would be less than the Floor,such rate shall be deemed to be equal to the Floor for thepurposes of this Agreement.“Adjusted

262、Term CORRA Rate”means,with respect to any Term Benchmark Rate Revolving Borrowing denominated in CanadianDollars for any Interest Period,an interest rate per annum equal to(a)the Term CORRA for such Interest Period,plus(b)0.29547%for a onemonth Interest Period or 0.32138%for a three month Interest P

263、eriod;provided that,if the Adjusted Term CORRA Rate as so determined wouldbe less than the Floor,such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.“Adjusted Term SOFR Rate”means,with respect to any Term Benchmark Rate Revolving Borrowing denominated in Dollars for

264、 anyInterest Period,an interest rate per annum equal to(a)the Term SOFR Rate for such Interest Period,plus(b)0.10%;provided that,if theAdjusted Term SOFR Rate as so determined would be less than the Floor,such rate shall be deemed to be equal to the Floor for the purposes ofthis Agreement.“Administr

265、ative Agent”means BNPP(including its branches and affiliates),in its capacity as administrative agent under any of the LoanDocuments,or any successor administrative agent.“Administrative Agents Account”means the account of the Administrative Agent in respect of any Foreign Loan Currency as theAdmini

266、strative Agent shall specify in writing to the Credit Parties from time to time.“Affected Financial Institution”means(a)any EEA Financial Institution or(b)any UK Financial Institution.“Affiliate”means,as to any Person at any date,any other Person that,directly or indirectly,Controls,is Controlled by

267、 or is undercommon Control with such Person as of such date.“Aggregate Commitments”means the Commitments of all the Lenders,which as of the Closing Date is$2,200,000,000,as such amountmay be increased or reduced from time to time,as the case may be,pursuant to the terms and conditions hereof.“Agreed

268、 Currencies”means,collectively,the Agreed Loan Currencies and the Foreign LC Currencies.“Agreed Loan Currencies”means,collectively,Dollars and Foreign Loan Currencies.2“Agreement”has the meaning assigned to such term in the introductory paragraph.“Ancillary Document”has the meaning specified in Sect

269、ion 8.09.“Applicable LC Sublimit”means with respect to any Issuing Lender,such amount as agreed to in writing by the Borrower and suchIssuing Lender as such amount may be decreased or increased from time to time with the written consent of the Borrower,the AdministrativeAgent and such Issuing Lender

270、.“Applicable Percentage”means,with respect to any Lender at any time,the percentage(carried out to the ninth decimal place)of theAggregate Commitments represented by such Lenders Commitment at such time.If the Commitment of each Lender and the obligation of theIssuing Lenders to issue Letters of Cre

271、dit have been terminated pursuant to Section 6.02 or if the Commitments have expired,then theApplicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect,givingeffect to any subsequent assignments.The initial Applicable Percentage

272、 of each Lender is set forth opposite the name of such Lender onSchedule 1.01(a)or in the Assignment and Assumption Agreement or Incremental Joinder Agreement or other documentation contemplatedhereby pursuant to which such Lender becomes a party hereto,as applicable.“Applicable Rate”means,from time

273、 to time,the following rates per annum,based upon the Ratings as set forth below:Applicable Rate for Revolving AdvancesPricing LevelRatingsS&P/MoodysApplicable Rate forCommitment FeesTerm Benchmark RateRevolving Advances and RFRRate Revolving AdvancesBase Rate Revolving Advances1BBB+/Baa1 or better1

274、2.5 bps112.5 bps12.5 bps2BBB/Baa215.0 bps125.0 bps25.0 bps3BBB-/Baa320.0 bps150.0 bps50.0 bps4BB+/Ba125.0 bps162.5 bps62.5 bps5BB/Ba2 or worse30.0 bps187.5 bps87.5 bps3Pricing LevelRatingsS&P/MoodysApplicable Rate for FinancialLettersof CreditApplicable Rate for PerformanceLettersof Credit1BBB+/Baa1

275、 or better112.5 bps67.0 bps2BBB/Baa2125.0 bps72.5 bps3BBB-/Baa3150.0 bps87.0 bps4BB+/Ba1162.5 bps95.0 bps5BB/Ba2 or worse187.5 bps109.0 bps“Ratings”means the ratings of the non-credit-enhanced,senior unsecured long-term debt of the Borrower as set forth by S&P and Moodys;provided that if no such rat

276、ing is available,“Ratings”shall mean the Borrowers issuer rating from Moodys andthe Borrowers corporate credit rating from S&P;provided further that(a)if the respective Ratings issued by the foregoingrating agencies differ by one level,then the Pricing Level for the higher of such Ratings shall appl

277、y(with the Rating for PricingLevel 1 being the highest and the Rating for Pricing Level 5 being the lowest);(b)if there is a split in Ratings of more than onelevel,then the Pricing Level that is one level higher than the Pricing Level of the lower Rating shall apply;(c)if the Borrowerhas only one Ra

278、ting,the Pricing Level for that Rating shall apply;and(d)if the Borrower does not have any Rating,PricingLevel 5 shall apply.Initially,the Applicable Rate shall be determined based upon the Ratings specified in the certificate delivered pursuant toSection 3.01(a)(iv).Thereafter,each change in the Ap

279、plicable Rate resulting from a publicly announced change in the Ratingsshall be effective,in the case of an upgrade or downgrade,during the period commencing on the date of the publicannouncement thereof and ending on the date immediately preceding the effective date of the next such change.“Applica

280、tion”means a letter of credit application substantially in the form of Exhibit H(with such modifications,or in such other form,as may be reasonably acceptable to the applicable Issuing Lender)required by the applicable Issuing Lender and acceptable to the Borrower forthe issuance of letters of credi

281、t generally.“Approved Fund”means any Fund that is administered or managed by(a)a Lender,(b)an Affiliate of a Lender or(c)an entity or anAffiliate of an entity that administers or manages a Lender.“Assignment and Assumption Agreement”means an assignment and assumption agreement entered into by a Lend

282、er and an assignee(with the consent of any party whose consent is required by Section 8.06(b),and accepted by the Administrative Agent,substantially in the formof Exhibit B attached hereto or any other form approved by the Administrative Agent.“Augmenting Lender”has the meaning specified in Section

283、2.24.4“Availability Period”means the period from and including the Closing Date to the earliest of(a)the Maturity Date,(b)the date oftermination of the Aggregate Commitments pursuant to Section 2.04(c),and(c)the date of termination of the commitment of each Lender tomake Revolving Advances and of th

284、e obligation of the Issuing Lenders to issue Letters of Credit pursuant to Section 6.02.“Available Tenor”means,as of any date of determination and with respect to the then-current Benchmark for any Agreed LoanCurrency,as applicable,any tenor for such Benchmark(or component thereof)or payment period

285、for interest calculated with reference to suchBenchmark(or component thereof),as applicable,that is or may be used for determining the length of an Interest Period for any term rate orotherwise,for determining any frequency of making payments of interest calculated pursuant to this Agreement as of s

286、uch date and notincluding,for the avoidance of doubt,any tenor for such Benchmark that is then-removed from the definition of“Interest Period”pursuant toSection 2.05(f)(ii)(E).“Bail-In Action”means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect

287、 of anyliability of an Affected Financial Institution.“Bail-In Legislation”means,(a)with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of theEuropean Parliament and of the Council of the European Union,the implementing law,regulation,rule or requirement for such E

288、EA MemberCountry from time to time which is described in the EU Bail-In Legislation Schedule and(b)with respect to the United Kingdom,Part I of theUnited Kingdom Banking Act 2009(as amended from time to time)and any other law,regulation or rule applicable in the United Kingdomrelating to the resolut

289、ion of unsound or failing banks,investment firms or other financial institutions or their affiliates(other than throughliquidation,administration or other insolvency proceedings).“Banking Services”means each and any of the following bank services provided to the Borrower or any Subsidiary by any Len

290、der orany of its Affiliates:(a)credit cards for commercial customers(including,without limitation,commercial credit cards and purchasing cards),(b)stored value cards,(c)merchant processing services and(d)treasury management services(including,without limitation,controlleddisbursement,automated clear

291、inghouse transactions,return items,any direct debit scheme or arrangement,overdrafts and interstate depositorynetwork services).“Banking Services Agreement”means any agreement entered into by the Borrower or any Subsidiary in connection with BankingServices.“Banking Services Provider”means any Perso

292、n that either(a)is a party to or provider of any Banking Services Agreement with theBorrower or any of its Subsidiaries at the time it(or its Affiliate)becomes a Lender(including on the Closing Date)or(b)at the time it entersinto or provides a Banking Services Agreement,is a Lender or an Affiliate o

293、f a Lender,in either case in its capacity as a party to such BankingServices Agreement.“Bankruptcy Code”means Title 11 of the United States Code entitled“Bankruptcy”,as now and hereafter in effect,or any successorstatute.“Base Rate”means,for any day,a rate per annum equal to the greatest of(a)the Pr

294、ime Rate in effect on such day,(b)the NYFRB Ratein effect on such day plus of 1%and(c)the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S.GovernmentSecurities Business Days prior to such day(or if such day is not a U.S.Government Securities Business Day,the immediately p

295、receding U.S.Government Securities Business Day)plus 1%;provided that,for the purpose of this5definition,the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 6:00 a.m.,New YorkCity time,on such day(or any amended publication time for the Term SOFR R

296、eference Rate,as specified by the CME Term SOFRAdministrator in the Term SOFR Reference Rate methodology).Any change in the Base Rate due to a change in the Prime Rate,the NYFRBRate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Ra

297、te,the NYFRBRate or the Adjusted Term SOFR Rate,respectively.If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.05(f)(ii)(for the avoidance of doubt,only until the Benchmark Replacement has been determined pursuant to Section 2.05(f)(ii)(B),then the Base Rateshall

298、be the greater of clauses(a)and(b)above and shall be determined without reference to clause(c)above.For the avoidance of doubt,if theBase Rate as determined pursuant to the foregoing would be less than 1.00%,such rate shall be deemed to be 1.00%for purposes of thisAgreement.“Base Rate Revolving Adva

299、nce”means a Revolving Advance that bears interest at a rate determined by reference to the Base Rate.AllBase Rate Revolving Advances shall be denominated in Dollars.“Base Rate Revolving Borrowing”means a borrowing consisting of simultaneous Revolving Advances bearing interest at a ratedetermined by

300、reference to the Base Rate.“Benchmark”means,initially,with respect to any(i)RFR Rate Revolving Advance in any Agreed Loan Currency,the applicableRelevant Rate for such Agreed Loan Currency or(ii)Term Benchmark Rate Revolving Advance,the Relevant Rate for such Agreed LoanCurrency;provided that,if a B

301、enchmark Transition Event,and the related Benchmark Replacement Date have occurred with respect to theapplicable Relevant Rate or the then-current Benchmark for such Agreed Loan Currency,then“Benchmark”means the applicable BenchmarkReplacement to the extent that such Benchmark Replacement has replac

302、ed such prior benchmark rate pursuant to Section 2.05(f)(ii)(B).“Benchmark Replacement”means,for any Available Tenor,the first alternative set forth in the order below that can be determined by theAdministrative Agent for the applicable Benchmark Replacement Date;provided that,in the case of any Rev

303、olving Advance denominated in aForeign Loan Currency,“Benchmark Replacement”shall mean the alternative set forth in(2)below:(1)in the case of any Revolving Advance denominated in Dollars,the Adjusted Daily Simple SOFR;(2)the sum of:(a)the alternate benchmark rate that has been selected by the Admini

304、strative Agent and the Borrower as thereplacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to(i)any selection orrecommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or(ii)an

305、y evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-currentBenchmark for syndicated credit facilities denominated in the applicable Agreed Loan Currency at such time in the United States and(b)the related Benchmark Replacement Adjustment;pro

306、vided that if the Benchmark Replacement as determined pursuant the foregoing would be less than the Floor,the BenchmarkReplacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.6“Benchmark Replacement Adjustment”means,with respect to any replacement o

307、f the then-current Benchmark with an UnadjustedBenchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement,thespread adjustment,or method for calculating or determining such spread adjustment,(which may be a positive or negati

308、ve value or zero)that hasbeen selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to(i)any selectionor recommendation of a spread adjustment,or method for calculating or determining such spread adjustment,for the replacement of suchBe

309、nchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable BenchmarkReplacement Date and/or(ii)any evolving or then-prevailing market convention for determining a spread adjustment,or method for calculatingor determining such spread adjustment,fo

310、r the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement forsyndicated credit facilities denominated in the applicable Agreed Loan Currency at such time.“Benchmark Replacement Conforming Changes”means,with respect to any Benchmark Replacement and/or Term Benchmark Rat

311、eRevolving Advance denominated in Dollars,any technical,administrative or operational changes(including changes to the definition of“BaseRate,”the definition of“Business Day,”the definition of“U.S.Government Securities Business Day”,the definition of“RFR Business Day”,the definition of“Interest Peri

312、od,”timing and frequency of determining rates and making payments of interest,timing of borrowing requests orprepayment,conversion or continuation notices,length of lookback periods,the applicability of breakage provisions,and other technical,administrative or operational matters)that the Administra

313、tive Agent decides may be appropriate to reflect the adoption and implementation ofsuch Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent withmarket practice(or,if the Administrative Agent decides that adoption of any port

314、ion of such market practice is not administratively feasible or ifthe Administrative Agent determines that no market practice for the administration of such Benchmark exists,in such other manner ofadministration as the Administrative Agent decides is reasonably necessary in connection with the admin

315、istration of this Agreement and the otherLoan Documents).“Benchmark Replacement Date”means,with respect to any Benchmark,the earliest to occur of the following events with respect tosuch then-current Benchmark:(1)in the case of clause(1)or(2)of the definition of“Benchmark Transition Event,”the later

316、 of(a)the date of the public statementor publication of information referenced therein and(b)the date on which the administrator of such Benchmark(or the publishedcomponent used in the calculation thereof)permanently or indefinitely ceases to provide all Available Tenors of such Benchmark(orsuch com

317、ponent thereof);or (2)in the case of clause(3)of the definition of“Benchmark Transition Event,”the first date on which such Benchmark(or thepublished component used in the calculation thereof)has been or,if such Benchmark is a term rate,all Available Tenors of suchBenchmark(or component thereof)have

318、 been determined and announced by the regulatory supervisor for the administrator of suchBenchmark(or such component thereof)to be no longer representative;provided that such non-representativeness will be determined byreference to the most recent statement or publication referenced in such clause(3

319、)and even if such Benchmark(or component thereof)or,if such Benchmark is a term rate,any Available Tenor of such Benchmark(or such component thereof)continues to be provided onsuch date.7 For the avoidance of doubt,(i)if the event giving rise to the Benchmark Replacement Date occurs on the same day

320、as,but earlier than,the Reference Time in respect of any determination,the Benchmark Replacement Date will be deemed to have occurred prior to theReference Time for such determination and(ii)the“Benchmark Replacement Date”will be deemed to have occurred in the case ofclause(1)or(2)with respect to an

321、y Benchmark upon the occurrence of the applicable event or events set forth therein with respect to allthen-current Available Tenors of such Benchmark(or the published component used in the calculation thereof).“Benchmark Transition Event”means,with respect to any Benchmark,the occurrence of one or

322、more of the following events withrespect to such then-current Benchmark:(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark(or the publishedcomponent used in the calculation thereof)announcing that such administrator has ceased or will cease to

323、provide all Available Tenors ofsuch Benchmark(or such component thereof),permanently or indefinitely;provided that,at the time of such statement or publication,there is no successor administrator that will continue to provide such Benchmark(or such component thereof)or,if such Benchmark is aterm rat

324、e,any Available Tenor of such Benchmark(or such component thereof);(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark(or thepublished component used in the calculation thereof),the FRB,the NYFRB,the CME Term SOFR Administrator,the

325、 central bank forthe Agreed Currency applicable to such Benchmark,an insolvency official with jurisdiction over the administrator for such Benchmark(or such component),a resolution authority with jurisdiction over the administrator for such Benchmark(or such component)or a courtor an entity with sim

326、ilar insolvency or resolution authority over the administrator for such Benchmark(or such component),in each casewhich states that the administrator of such Benchmark(or such component)has ceased or will cease to provide such Benchmark(or suchcomponent thereof)or,if such Benchmark is a term rate,all

327、 Available Tenors of such Benchmark(or such component thereof)permanently or indefinitely;provided that,at the time of such statement or publication,there is no successor administrator that willcontinue to provide such Benchmark(or such component thereof)or,if such Benchmark is a term rate,any Avail

328、able Tenor of suchBenchmark(or such component thereof);or (3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark(or thepublished component used in the calculation thereof)announcing that such Benchmark(or such component thereof)or,if

329、suchBenchmark is a term rate,all Available Tenors of such Benchmark(or such component thereof)are no longer,or as of a specified futuredate will no longer be,representative.For the avoidance of doubt,a“Benchmark Transition Event”will be deemed to have occurred with respect to any Benchmark if apubli

330、c statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of suchBenchmark(or the published component used in the calculation thereof).“Benchmark Unavailability Period”means,with respect to any Benchmark,the period(if any)(x)beginning at

331、 the time that aBenchmark Replacement Date pursuant to clauses(1)or(2)of that definition has occurred if,at such time,no Benchmark Replacement hasreplaced such then-current Benchmark for8all purposes hereunder and under any Loan Document in accordance with Section 2.05(f)(ii)and(y)ending at the time

332、 that a BenchmarkReplacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section2.05(f)(ii).“Beneficial Ownership Certification”means a certification regarding beneficial ownership or control as required by the BeneficialOwnershi

333、p Regulation.“Beneficial Ownership Regulation”means 31 C.F.R.1010.230.“Benefit Plan”means any of(a)an“employee benefit plan”(as defined in Section 3(3)of ERISA)that is subject to Title I of ERISA,(b)a“plan”as defined in Section 4975 of the Code to which Section 4975 of the Code applies,and(c)any Person whose assets include(forpurposes of the Plan Asset Regulations or otherwise for purposes of Titl