FLUOR CORP - Quarter Report: 2022 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-16129

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		33-0927079
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6700 Las Colinas Boulevard
Irving,	Texas	75039
(Address of principal executive offices)		(Zip Code)

469-398-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share	FLR	New York Stock Exchange
1.750% Senior Notes due 2023	FLR 23	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of July 29, 2022, 142,082,682 shares of the registrant’s common stock, $0.01 par value, were outstanding.

Table of Contents

FLUOR CORPORATION

FORM 10-Q


TABLE OF CONTENTS			PAGE

	Glossary of Terms		2

Part I:	Financial Information
	Item 1:	Financial Statements
		Condensed Consolidated Statement of Operations (Unaudited)	3
		Condensed Consolidated Statement of Comprehensive Income (Loss) (Unaudited)	4
		Condensed Consolidated Balance Sheet (Unaudited)	5
		Condensed Consolidated Statement of Cash Flows (Unaudited)	6
		Condensed Consolidated Statement of Changes in Equity (Unaudited)	7
		Notes to Condensed Consolidated Financial Statements (Unaudited)	9
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3:	Quantitative and Qualitative Disclosures about Market Risk	35
	Item 4:	Controls and Procedures	35
	Changes in Consolidated Backlog (Unaudited)		36

Part II:	Other Information
	Item 1:	Legal Proceedings	37
	Item 1A:	Risk Factors	37
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 4:	Mine Safety Disclosures	37
	Item 6:	Exhibits	38

Signatures			39

Table of Contents

Glossary of Terms

The definitions and abbreviations set forth below apply to the indicated terms used throughout this filing.


Abbreviation/Term			Definition
2021 10-K			Annual Report on Form 10-K for the year ended December 31, 2021
2021 Period			Six months ended June 30, 2021
2021 Quarter			Three months ended June 30, 2021
2022 Period			Six months ended June 30, 2022
2022 Quarter			Three months ended June 30, 2022
3ME			Three months ended
6ME			Six months ended
AMECO			American Equipment Company, Inc.
AOCI			Accumulated other comprehensive income (loss)
APIC			Additional paid-in capital
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
CFIUS			Committee on Foreign Investment in the United States
Cont Ops			Continuing operations
COOEC			China's Offshore Oil Engineering Co., Ltd
COVID			Coronavirus pandemic
CPS			Convertible preferred stock
CTA			Currency translation adjustment
DB plan			Defined benefit pension plan
Disc Ops			Discontinued operations
DOE			U.S. Department of Energy
EPC			Engineering, procurement and construction
EPS			Earnings (loss) per share
Exchange Act			Securities Exchange Act of 1934
Fluor			Fluor Corporation
G&A			General and administrative expense
GAAP			Accounting principles generally accepted in the United States
ICFR			Internal control over financial reporting
LNG			Liquefied natural gas
LOGCAP			Logistics Civil Augmentation Program
NCI			Noncontrolling interests
NM			Not meaningful
NuScale			NuScale Power, LLC
OCI			Other comprehensive income (loss)
PP&E			Property, plant and equipment
RSU			Restricted stock units
RUPO			Remaining unsatisfied performance obligations
SEC			Securities and Exchange Commission
SGI			Stock growth incentive awards
SMR			Small modular reactor
Stork			Stork Holding B.V. and subsidiaries
VIE			Variable interest entity

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED


	3ME June 30,				6ME June 30,
(in millions, except per share amounts)	2022		2021		2022		2021
Revenue	$	3,299	$	3,684	$	6,422	$	7,031
Cost of revenue	(3,184)		(3,596)		(6,185)		(6,850)
Gross profit	115		88		237		181
G&A	(45)		(33)		(117)		(100)
Impairment	—		(101)		63		(148)
Foreign currency gain (loss)	36		(30)		18		(41)
Operating profit (loss)	106		(76)		201		(108)
Interest expense	(13)		(17)		(29)		(39)
Interest income	12		5		19		9
Earnings (loss) from Cont Ops before taxes	105		(88)		191		(138)

Income tax (expense) benefit	(32)		(2)		(63)		(5)
Net earnings (loss) from Cont Ops	73		(90)		128		(143)
Less: Net earnings (loss) from Cont Ops attributable to NCI	7		(7)		14		25
Net earnings (loss) from Cont Ops attributable to Fluor	66		(83)		114		(168)
Net earnings (loss) from Disc Ops attributable to Fluor	—		(32)		—		(33)
Net earnings (loss) attributable to Fluor	$	66	$	(115)	$	114	$	(201)
Less: Dividends on CPS	10		5		20		5
Net earnings (loss) available to Fluor common stockholders	$	56	$	(120)	$	94	$	(206)






Basic EPS available to Fluor common stockholders
Net earnings (loss) from Cont Ops	$	0.40	$	(0.62)	$	0.67	$	(1.23)
Net earnings (loss) from Disc Ops	—		(0.22)		—		(0.23)


Diluted EPS available to Fluor common stockholders
Net earnings (loss) from Cont Ops	$	0.38	$	(0.62)	$	0.66	$	(1.23)
Net earnings (loss) from Disc Ops	—		(0.22)		—		(0.23)

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED


	3ME June 30,				6ME June 30,
(in millions)	2022		2021		2022		2021
Net earnings (loss) from Cont Ops	$	73	$	(90)	$	128	$	(143)
Net earnings (loss) from Disc Ops	—		(32)		—		(33)
Net earnings (loss)	$	73	$	(122)	$	128	$	(176)

OCI, net of tax:
Foreign currency translation adjustment	(33)		(1)		(4)		1
Ownership share of equity method investees’ OCI	17		—		18		(2)
DB plan adjustments	—		1		1		3
Unrealized gain (loss) on hedges	(1)		—		(3)		(2)

Total OCI, net of tax	(17)		—		12		—
Comprehensive income (loss)	56		(122)		140		(176)
Less: Comprehensive income (loss) attributable to NCI	8		(8)		15		25
Comprehensive income (loss) attributable to Fluor	$	48	$	(114)	$	125	$	(201)

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

UNAUDITED


(in millions, except share and per share amounts)	June 30, 2022		December 31, 2021
ASSETS
Current assets
Cash and cash equivalents ($557 and $630 related to VIEs)	$	2,074	$	2,209
Marketable securities ($82 and $90 related to VIEs)	120		127
Accounts receivable, net ($175 and $173 related to VIEs)	993		1,171
Contract assets ($228 and $223 related to VIEs)	1,047		1,066
Other current assets ($32 and $28 related to VIEs)	408		608

Total current assets	4,642		5,181
Noncurrent assets
Property, plant and equipment, net ($42 and $46 related to VIEs)	478		456
Investments	560		517
Deferred taxes	58		51
Deferred compensation trusts	237		330
Goodwill	248		249
Other assets ($43 and $45 related to VIEs)	302		305

Total noncurrent assets	1,883		1,908
Total assets	$	6,525	$	7,089
LIABILITIES AND EQUITY
Current liabilities
Accounts payable ($263 and $261 related to VIEs)	$	1,020	$	1,220
Short-term debt	181		18
Contract liabilities ($268 and $351 related to VIEs)	719		945
Accrued salaries, wages and benefits ($21 and $27 related to VIEs)	564		629
Other accrued liabilities ($33 related to VIEs in both periods)	642		802

Total current liabilities	3,126		3,614
Long-term debt	980		1,174
Deferred taxes	62		67
Other noncurrent liabilities ($14 and $13 related to VIEs)	556		667

Contingencies and commitments

Temporary APIC	107		—

Equity
Shareholders’ equity
Preferred stock — authorized 20,000,000 shares ($0.01 par value); issued and outstanding — 600,000 shares in 2022 and 2021	—		—
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 142,082,682 and 141,434,771 shares in 2022 and 2021, respectively	1		1
APIC	983		967
AOCI	(355)		(366)
Retained earnings	885		791
Total shareholders’ equity	1,514		1,393
NCI	180		174
Total equity	1,694		1,567
Total liabilities and equity	$	6,525	$	7,089

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED


	6ME June 30,
(in millions)	2022		2021
OPERATING CASH FLOW
Net earnings (loss)	$	128	$	(176)
Adjustments to reconcile net earnings (loss) to operating cash flow:
Impairment	(63)		148
Depreciation and amortization	35		43
(Earnings) loss from equity method investments, net of distributions	(10)		(2)
(Gain) loss on sales of assets incl. AMECO-North America	(11)		8
Stock-based compensation	20		21
Deferred taxes	(14)		—
Net contributions to employee pension plans	—		(11)
Changes in assets and liabilities	(215)		(183)
Other	(3)		(2)
Operating cash flow	(133)		(154)

INVESTING CASH FLOW
Purchases of marketable securities	(236)		(31)
Proceeds from the sales and maturities of marketable securities	243		23
Capital expenditures	(23)		(46)
Proceeds from sales of assets	131		43
Proceeds from sale of AMECO-North America	—		71
Investments in partnerships and joint ventures	(46)		(60)
Other	8		—
Investing cash flow	77		—

FINANCING CASH FLOW
Proceeds from issuance of CPS	—		582
Purchase and retirement of debt	(23)		(5)
Dividends paid on CPS	(20)		—
Other borrowings (debt repayments)	8		(6)
Distributions paid to NCI	(12)		(18)
Capital contributions by NCI	—		106
Taxes paid on vested restricted stock	(5)		(4)
Other	(2)		—
Financing cash flow	(54)		655

Effect of exchange rate changes on cash	(25)		11
Increase (decrease) in cash and cash equivalents	(135)		512
Cash and cash equivalents at beginning of period	2,209		2,199
Cash and cash equivalents at end of period	$	2,074	$	2,711

SUPPLEMENTAL INFORMATION:
Cash paid for interest	$	28	$	42
Cash paid for income taxes (net of refunds)	55		68

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

UNAUDITED


(in millions, except per share amounts)	Preferred Stock			Common Stock			Additional Paid-In Capital		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF MARCH 31, 2022	1	$	—	142	$	1	$	976	$	(337)	$	829	$	1,469	$	176	$	1,645
Net earnings (loss)	—	—		—	—		—		—		66		66		7		73

OCI	—	—		—	—		—		(18)		—		(18)		1		(17)
Dividends on CPS ($16.25 per share)				—	—		—		—		(10)		(10)		—		(10)
Distributions to NCI	—	—		—	—		—		—		—		—		(5)		(5)
Capital contributions by NCI	—	—		—	—		—		—		—		—		—		—
Other NCI transactions	—	—		—	—		—		—		—		—		1		1
Stock-based plan activity	—	—		—	—		7		—		—		7		—		7
BALANCE AS OF JUNE 30, 2022	1	—		142	$	1	$	983	$	(355)	$	885	$	1,514	$	180	$	1,694


(in millions, except per share amounts)	Preferred Stock			Common Stock			Additional Paid-In Capital		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2021	1	$	—	141	$	1	$	967	$	(366)	$	791	$	1,393	$	174	$	1,567
Net earnings (loss)	—	—		—	—		—		—		114		114		14		128

OCI	—	—		—	—		—		11		—		11		1		12
Dividends on CPS ($16.25 per share)	—	—		—	—		—		—		(20)		(20)		—		(20)
Distributions to NCI	—	—		—	—		—		—		—		—		(12)		(12)
Capital contributions by NCI	—	—		—	—		—		—		—		—		—		—
Other NCI transactions	—	—		—	—		1		—		—		1		3		4
Stock-based plan activity	—	—		1	—		15		—		—		15		—		15
BALANCE AS OF JUNE 30, 2022	1	—		142	$	1	$	983	$	(355)	$	885	$	1,514	$	180	$	1,694

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

UNAUDITED


(in millions, except per share amounts)	Preferred Stock			Common Stock			Additional Paid-In Capital		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF MARCH 31, 2021	—	$	—	141	$	1	$	237	$	(417)	$	1,163	$	984	$	261	$	1,245
Net earnings (loss)	—	—		—	—		—		—		(115)		(115)		(7)		(122)
OCI	—	—		—	—		—		—		—		—		—		—
Issuance of CPS	1	—		—	—		582		—		—		582		—		582
Distributions to NCI	—	—		—	—		—		—		—		—		(10)		(10)
Capital contributions by NCI	—	—		—	—		—		—		—		—		64		64
Other NCI transactions	—	—		—	—		53		—		—		53		(53)		—
Stock-based plan activity	—	—		—	—		11		—		—		11		—		11
BALANCE AS OF JUNE 30, 2021	1	$	—	141	$	1	$	883	$	(417)	$	1,049	$	1,516	$	255	$	1,771


(in millions, except per share amounts)	Preferred Stock			Common Stock			Additional Paid-In Capital		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2020	—	$	—	141	$	1	$	196	$	(417)	$	1,250	$	1,030	$	233	$	1,263
Net earnings (loss)	—	—		—	—		—		—		(201)		(201)		25		(176)
OCI	—	—		—	—		—		—		—		—		—		—
Issuance of CPS	1	—		—	—		582		—		—		582		—		582
Distributions to NCI	—	—		—	—		—		—		—		—		(18)		(18)
Capital contributions by NCI	—	—		—	—		—		—		—		—		106		106
Other NCI transactions	—	—		—	—		87		—		—		87		(91)		(4)
Stock-based plan activity	—	—		—	—		18		—		—		18		—		18
BALANCE AS OF JUNE 30, 2021	1	$	—	141	$	1	$	883	$	(417)	$	1,049	$	1,516	$	255	$	1,771

The accompanying notes are an integral part of these financial statements.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

1. Principles of Consolidation

These financial statements do not include footnotes and certain financial information presented annually under GAAP, and therefore, should be read in conjunction with our 2021 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.

The financial statements included herein are unaudited. We believe they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to June 30, 2022 through the filing date of this Q2 2022 10-Q.

Quarters are typically 13 weeks in length but, due to our December 31 year-end, the number of weeks in a reporting period may vary slightly during the year and for comparable prior year periods. We report our quarterly results of operations based on periods ending on the Sunday nearest March 31, June 30 and September 30, allowing for 13-week interim reporting periods. For clarity of presentation, all periods are labeled as if the periods ended on March 31, June 30 and September 30.

In the first quarter of 2022, we determined that our Stork business and remaining AMECO equipment business no longer met all of the requirements to be classified as Disc Ops as a result of uncertainties related to the timing of the planned sale. Therefore, both Stork and the remaining AMECO business are reported as Cont Ops for all periods presented and included in our Other segment. Further, we have remeasured the carrying value of these businesses under the held and used criteria and reversed $63 million of previously recorded impairment expense.

In the second quarter of 2022, NuScale became a public company (ticker:SMR) through a reverse recapitalization with a public shell company. We continue to control and consolidate NuScale. We will record the impacts of the transaction in our third quarter results.

2. Recent Accounting Pronouncements

We did not implement any new accounting pronouncements during the 2022 Period. However, we are currently evaluating the impact of the future disclosures that may arise under recent SEC proposals.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

3. Earnings Per Share

Potentially dilutive securities include CPS, stock options, RSUs and performance-based award units. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the if-converted and treasury stock methods. In computing diluted EPS, only securities that are actually dilutive are included.


	3ME June 30,				6ME June 30,
(in millions, except per share amounts)	2022		2021		2022		2021
Net earnings (loss) from Cont Ops attributable to Fluor	$	66	$	(83)	$	114	$	(168)
Less: Dividends on CPS	10		5		20		5
Net earnings (loss) from Cont Ops available to Fluor common stockholders	56		(88)		94		(173)
Net earnings (loss) from Disc Ops attributable to Fluor	—		(32)		—		(33)
Net earnings (loss) available to Fluor common stockholders	$	56	$	(120)	$	94	$	(206)












Weighted average common shares outstanding	142		141		142		141
Diluted effect:
CPS	27		—		—		—
Stock options, RSUs and performance-based award units	3		—		2		—
Weighted average diluted shares outstanding	172		141		144		141

Basic EPS available to Fluor common stockholders:
Net earnings (loss) from Cont Ops	$	0.40	$	(0.62)	$	0.67	$	(1.23)
Net earnings (loss) from Disc Ops	—		(0.22)		—		(0.23)

Diluted EPS available to Fluor common stockholders:
Net earnings (loss) from Cont Ops	$	0.38	$	(0.62)	$	0.66	$	(1.23)
Net earnings (loss) from Disc Ops	—		(0.22)		—		(0.23)


Anti-dilutive securities not included in shares outstanding:
CPS	—		13		27		6
Stock options, RSU and performance-based award units	3		7		3		7

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

4. Operating Information by Segment and Geographic Area


	3ME June 30,				6ME June 30,
(in millions)	2022		2021		2022		2021
Revenue
Energy Solutions	$	1,330	$	1,319	$	2,505	$	2,310
Urban Solutions	1,005		1,210		1,964		2,405
Mission Solutions	547		707		1,140		1,460
Other	417		448		813		856
Total revenue	$	3,299	$	3,684	$	6,422	$	7,031

Segment profit (loss)
Energy Solutions	$	65	$	109	$	119	$	111
Urban Solutions	8		(68)		23		(38)
Mission Solutions	28		45		86		89
Other	7		9		(5)		(6)
Total segment profit (loss)	$	108	$	95	$	223	$	156

G&A	(45)		(33)		(117)		(100)
Impairment	—		(101)		63		(148)
Foreign currency gain (loss)	36		(30)		18		(41)
Interest income (expense), net	(1)		(12)		(10)		(30)
Earnings (loss) from Cont Ops attributable to NCI	7		(7)		14		25
Earnings (loss) from Cont Ops before taxes	$	105	$	(88)	$	191	$	(138)

Energy Solutions. Segment profit in the 2022 Quarter and 2022 Period included gains of $17 million and $4 million, respectively, related to an embedded foreign currency derivative. Segment profit in the 2021 Quarter and 2021 Period included losses of $20 million and $49 million, respectively, related to the embedded derivative.

Urban Solutions. Segment profit for the 2021 Quarter and 2021 Period included a project charge of $138 million (or $0.72 per share) related to procurement and subcontractor cost growth, delays and disruptions in the schedule of an infrastructure project. Further cost growth on this project resulted in additional charges of $32 million (or $0.14 per share) in the 2022 Quarter. We continue to analyze the recoverability of these costs.

Other. Segment profit (loss) for NuScale, Stork and AMECO follows:


	3ME June 30,				6ME June 30,
(in millions)	2022		2021		2022		2021
NuScale	$	(8)	$	(18)	$	(29)	$	(34)
Stork	12		14		18		17
AMECO	3		13		6		11
Segment profit (loss)	$	7	$	9	$	(5)	$	(6)

In April 2022, we sold approximately 5% of the ownership of NuScale to Japan NuScale Innovation, LLC for $107 million, subject to CFIUS review. The sale did not trigger any recognition of gain or loss because we control and consolidate NuScale before and after the sale. We have recorded $107 million as temporary APIC on the balance sheet as of June 30, 2022, which would become permanent APIC upon CFIUS approval. If CFIUS does not approve the sale, then these amounts will be repaid to the buyer.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

Total assets by segment are as follows:


(in millions)	June 30, 2022		December 31, 2021
Energy Solutions	$	936	$	1,158
Urban Solutions	987		906
Mission Solutions	583		764
Other	689		667
Corporate	3,330		3,594
Total assets	$	6,525	$	7,089

Revenue by project location follows:


	3ME June 30,				6ME June 30,
(in millions)	2022		2021		2022		2021
North America	$	2,101	$	2,187	$	4,009	$	4,254
Asia Pacific (includes Australia)	203		427		452		780
Europe	595		581		1,145		1,018
Central and South America	356		404		707		779
Middle East and Africa	44		85		109		200
Total revenue	$	3,299	$	3,684	$	6,422	$	7,031

5. Impairment

We did not recognize any impairment expense in Cont Ops during the 2022 Quarter. Impairment, included in Cont Ops, is summarized as follows:


	3ME June 30,	6ME June 30,
(in millions)		2021		2022		2021
Impairment:
Energy Solutions' equity method investment		$	—	$	—	$	26
Goodwill		—		—		13
Fair value adjustment of Stork and AMECO assets		101		(63)		109
Total impairment		$	101	$	(63)	$	148

6. Income Taxes

The effective tax rate on earnings (loss) from Cont Ops was 30.7% for the 2022 Quarter and 32.8% for the 2022 Period compared to (1.9)% and (3.5)% for the corresponding periods of 2021. A reconciliation of U.S. statutory federal income tax expense (benefit) to income tax expense follows:

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UNAUDITED


	3ME June 30				6ME June 30
(In millions)	2022		2021		2022		2021
U.S statutory federal income tax expense (benefit)	$	22	$	(19)	$	40	$	(29)
Increase (decrease) in taxes resulting from:
State and local income taxes	1		—		1		—
Valuation allowance, net	20		10		35		21
Foreign tax impact	(13)		9		(10)		11
Noncontrolling interest	(2)		2		(3)		(4)
Other	4		—		—		6
Total income tax expense (benefit)	$	32	$	2	$	63	$	5

7. Partnerships and Joint Ventures

Investments in a loss position of $271 million and $240 million were included in other accrued liabilities as of June 30, 2022 and December 31, 2021, respectively, and consisted primarily of provision for anticipated losses on a legacy infrastructure project. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts receivable, net” was $191 million and $205 million as of June 30, 2022 and December 31, 2021, respectively.

During the 2022 Quarter, we sold the majority of our interest in an infrastructure joint venture in Canada and recognized a gain of $11 million. During the 2021 Quarter, we sold our interest in an infrastructure joint venture in the U.S. and recognized a gain of $20 million. These gains were included in Urban Solutions' segment profit.

Variable Interest Entities

The aggregate carrying value of unconsolidated VIEs (classified under both "Investments” and “Other accrued liabilities”) was a net asset of $30 million and $33 million as of June 30, 2022 and December 31, 2021, respectively. Some of our VIEs have debt; however, such debt is typically non-recourse in nature. Our maximum exposure to loss as a result of our investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding necessary to satisfy the contractual obligations of the VIE. Future funding commitments as of June 30, 2022 for the unconsolidated VIEs were $58 million.

In some cases, we are required to consolidate certain VIEs. Assets and liabilities associated with the operations of our consolidated VIEs are presented on the balance sheet. The assets of a VIE are restricted for use only for the particular VIE and are not available for our general operations.

We have agreements with certain VIEs to provide financial or performance assurances to clients, as discussed elsewhere.

8. Guarantees

The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $13 billion as of June 30, 2022. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed. For lump-sum contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims. The performance guarantee obligation was not material as of June 30, 2022 and December 31, 2021.

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9. Contingencies and Commitments

We and certain of our subsidiaries are subject to litigation, claims and other commitments and contingencies arising in the ordinary course of business. Although the asserted value of these matters may be significant, we currently do not expect that the ultimate resolution of any open matters will have a material adverse effect on our financial position or results of operations.

The following disclosures for commitments and contingencies have been updated since the matter was presented in the 2021 10-K.

Since May 2018, purported shareholders have filed various complaints against Fluor and certain of its current and former executives in the U.S. District Court for the Northern District of Texas. The plaintiffs purport to represent a class of shareholders who purchased or otherwise acquired Fluor common stock from August 14, 2013 through February 14, 2020, and seek to recover damages arising from alleged violations of federal securities laws. These claims are based on statements concerning Fluor’s internal and disclosure controls, risk management, revenue recognition, and Fluor’s gas-fired power contracts, which plaintiffs assert were materially misleading. In May 2020, these complaints were consolidated into one matter. We filed a motion to dismiss the matter in July 2020. The motion was granted in part on May 5, 2021, and as a result the Court dismissed with prejudice all allegations except those related to a single statement made in 2015 about one gas-fired power contract. During 2021, we recorded a liability for the estimated resolution of the matter and we also recognized the effects of expected insurance coverage. In the first quarter 2022, we reached a proposed settlement with the plaintiffs. The proposed settlement has been preliminarily approved by the Court but is subject to and pending final approval, with a hearing currently scheduled for November 2022. No additional liability or insurance recovery has been recognized in 2022.

Since September 2018, eleven separate purported shareholders' derivative actions were filed against current and former members of the Board of Directors, as well as certain of Fluor’s current and former executives. Fluor is named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Fluor and make substantially the same factual allegations as the securities class action matter discussed above and seek various forms of monetary and injunctive relief. These actions are pending in Texas state court (District Court for Dallas County), the U.S. District Court for the District of Delaware, the U.S. District Court for the Northern District of Texas, and the Court of Chancery of the State of Delaware. Certain of these actions were consolidated and stayed. We anticipate that these matters will remain stayed until final resolution of the securities class action. While no assurance can be given as to the ultimate outcome of this matter, we do not believe it is probable that a loss will be incurred. Accordingly, we have not recorded any liability as a result of these actions.

Various wholly-owned subsidiaries of Fluor, in conjunction with a partner, TECHINT, (“Fluor/TECHINT”) performed engineering, procurement and construction management services on a cost reimbursable basis for Barrick Gold Corporation involving a gold mine and ore processing facility on a site straddling the border between Argentina and Chile. In 2013 Barrick terminated the Fluor/TECHINT agreements for convenience and not due to the performance of Fluor/TECHINT. On August 12, 2016, Barrick filed a notice of arbitration against Fluor/TECHINT, demanding damages and/or a refund of contract proceeds paid of not less than $250 million under various claims relating to Fluor/TECHINT’s alleged performance. Proceedings were suspended while the parties explored a possible settlement. In August 2019, Barrick drew down $36 million of letters of credit from Fluor/TECHINT ($24 million from Fluor and $12 million from TECHINT). Thereafter, Barrick proceeded to reactivate the arbitration. Barrick and Fluor/TECHINT have exchanged detailed statements of claim and counterclaim pursuant to which Barrick's claim against Fluor/TECHINT now totals approximately $364 million net of amounts acknowledged to be due to Fluor/TECHINT. We believe that the claims asserted by Barrick are without merit and are vigorously defending these claims. While no assurance can be given as to the ultimate outcome of this matter, we do not believe it is probable that a loss will be incurred. Accordingly, we have not recorded any liability as a result of these claims.

There have been no substantive changes to the disclosures for the following commitments and contingencies since the matter was presented in the 2021 10-K.

Fluor Australia Ltd., our wholly-owned subsidiary (“Fluor Australia”), completed a cost reimbursable engineering, procurement and construction management services project for Santos Ltd. (“Santos”) involving a large network of natural gas gathering and processing facilities in Queensland, Australia. On December 13, 2016, Santos filed an action in Queensland Supreme Court against Fluor Australia, asserting various causes of action and seeking damages and/or a refund of contract proceeds paid of approximately AUD $1.47 billion. Santos has joined Fluor to the matter on the basis of a parent company

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UNAUDITED

guarantee issued for the project. We believe that the claims asserted by Santos are without merit and we are vigorously defending these claims. While no assurance can be given as to the ultimate outcome of this matter, we do not believe it is probable that a loss will be incurred. Accordingly, we have not recorded any liability as a result of this action.

Fluor Limited, our wholly-owned subsidiary (“Fluor Limited”), and Fluor Arabia Limited, a partially-owned subsidiary

(“Fluor Arabia”), completed cost reimbursable engineering, procurement and construction management services for Sadara Chemical Company (“Sadara”) involving a large petrochemical facility in Jubail, Kingdom of Saudi Arabia. On August 23, 2019, Fluor Limited and Fluor Arabia Limited commenced arbitration proceedings against Sadara after it refused to pay invoices totaling approximately $100 million due under the contracts. As part of the arbitration proceedings, Sadara has asserted various counterclaims for damages and/or a refund of contract proceeds paid totaling approximately $574 million against Fluor Limited and Fluor Arabia Limited. We believe that the counterclaims asserted by Sadara are without merit and are vigorously defending these claims. While no assurance can be given as to the ultimate outcome of the counterclaims, we do not believe it is probable that a loss will be incurred in excess of amounts reserved for this matter. Accordingly, we have not recorded any further liability as a result of the counterclaims.

Other Matters

We periodically evaluate our positions and the amounts recognized with respect to all our claims and back charges. As of both June 30, 2022 and December 31, 2021, we had recorded $215 million of claim revenue for costs incurred to date. Additional costs, which will increase the claim revenue balance over time, are expected to be incurred in future periods. We had no material disputed back charges to suppliers or subcontractors as of June 30, 2022 and December 31, 2021.

Our operations are subject to and affected by federal, state and local laws and regulations regarding the protection of the environment. We maintain reserves for potential future environmental cost where such obligations are either known or considered probable, and can be reasonably estimated. We believe that our reserves with respect to future environmental cost are adequate and such future cost will not have a material effect on our financial position or results of operations.

In February 2020, we announced that the SEC is conducting an investigation and has requested documents and information related to projects for which we recorded charges in the second quarter of 2019. In April 2020 and January 2022, Fluor received subpoenas from the U.S. Department of Justice (“DOJ”) seeking documents and information related to the second quarter 2019 charges; certain of the projects associated with those charges; and certain project accounting, financial reporting and governance matters. Such inquiries are ongoing, and we have continued to respond to the SEC and DOJ and cooperate in these investigations.

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UNAUDITED

10. Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:


(in millions)	June 30, 2022		December 31, 2021
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts	$	817	$	822
Contract work in progress - lump-sum contracts	230		244


Contract assets	$	1,047	$	1,066

Advance billings deducted from contract assets	$	228	$	208

	6ME June 30,
(in millions)	2022		2021
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	$	741	$	840

11. Remaining Unsatisfied Performance Obligations

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


(in millions)	June 30, 2022
Within 1 year	$	10,028
1 to 2 years	5,368
Thereafter	2,512
Total RUPO	$	17,908

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UNAUDITED

12. Debt and Letters of Credit

Debt consisted of the following:


(in millions)	June 30, 2022		December 31, 2021
Borrowings under credit facility	$	—	$	—

Current:
2023 Notes	$	153	$	—
Other borrowings	28		18
Total current	$	181	$	18
Long-term:
Senior Notes
2023 Notes	$	—	$	193


2024 Notes	381		381
Unamortized discount on 2024 Notes	(1)		(1)
Unamortized deferred financing costs	(1)		(1)
2028 Notes	600		600
Unamortized discount on 2028 Notes	(1)		(1)
Unamortized deferred financing costs	(3)		(3)
Other long-term borrowings	5		6
Total long-term	$	980	$	1,174

Credit Facility

As of June 30, 2022, letters of credit totaling $338 million were outstanding under our $1.8 billion credit facility, which matures in February 2025. The credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.0, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.2 billion, defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. The credit facility also contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of June 30, 2022, we had availability to borrow $785 million under our credit facility.

Uncommitted Lines of Credit

As of June 30, 2022, letters of credit totaling $960 million were outstanding under uncommitted lines of credit.

Senior Notes

In June 2022, we redeemed $23 million of outstanding 2023 Notes. In June 2021, we redeemed $5 million of outstanding 2023 and 2024 Notes. The gains and losses on these redemptions were not material.

13. Convertible Preferred Stock

Second quarter CPS dividends of $10 million were paid in May 2022. In July 2022, our Board of Directors approved the payment of third quarter CPS dividends of $10 million, payable in August 2022.

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UNAUDITED

shares of our common stock at the conversion rate, subject to certain conditions (and, if such conversion occurs prior to May 20, 2024, the payment of a cash make-whole premium). The most significant condition to our ability to force a conversion prior to May 2024 is the requirement that our common stock trade above $28.92 for 20 consecutive trading days. We estimate that the cash make-whole payment would have been $96 million at June 30, 2022 (assuming we minimally exceeded the minimum trading price to invoke the conversion). If a make-whole fundamental change, as defined in the certificate of designations for the CPS, occurs, we will in certain circumstances be required to increase the conversion rate for a holder who elects to convert shares of CPS in connection with such make-whole fundamental change.

14. Fair Value Measurements

The following table delineates assets and liabilities that are measured at fair value on a recurring basis:


	June 30, 2022								December 31, 2021
	Fair Value Hierarchy								Fair Value Hierarchy
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trusts(1)	$	10	$	10	$	—	$	—	$	12	$	12	$	—	$	—
Derivative assets(2)
Foreign currency	16		—		16		—		15		—		15		—
Commodity	14		—		14		—		5		—		5		—

Liabilities:
Derivative liabilities(2)
Foreign currency	$	11	$	—	$	11	$	—	$	7	$	—	$	7	$	—

_________________________________________________________

(1) Consists of registered money market funds and an equity index fund. These investments, which are trading securities, represent the net asset value at the close of business of the period based on the last trade or official close of an active market or exchange.

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

We have measured assets and liabilities held for sale and certain other impaired assets at fair value on a nonrecurring basis. The following summarizes information about financial instruments that are not required to be measured at fair value:


		June 30, 2022				December 31, 2021
(in millions)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash(1)	Level 1	$	1,286	$	1,286	$	1,295	$	1,295
Cash equivalents(2)	Level 2	788		788		914		914
Marketable securities(2)	Level 2	120		120		127		127
Notes receivable, including noncurrent portion(3)	Level 3	9		9		11		11
Liabilities:
2023 Senior Notes(4)	Level 2	$	153	$	152	$	193	$	196
2024 Senior Notes(4)	Level 2	379		368		379		399
2028 Senior Notes(4)	Level 2	596		525		596		630
Other borrowings, including noncurrent portion(5)	Level 2	33		33		24		24

_________________________________________________________

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

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UNAUDITED

(2) The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value.

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

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

(5) Other borrowings represent bank loans and other financing arrangements which mature within one year. The carrying amount of borrowings under these arrangements approximates fair value because of the short-term maturity.

15. Stock-Based Compensation

Our executive and director stock-based compensation plans are described more fully in the 2021 10-K. In the 2022 and 2021 Periods, RSUs totaling 415,356 and 596,391, respectively, were granted to executives and directors at a weighted-average grant date fair value of $22.36 and $18.67 per share, respectively, and generally vest over three years. RSUs granted to directors in 2022 and 2021 vested upon grant.

Stock options for the purchase of 250,656 and 481,626 shares at a weighted-average exercise price of $21.90 and $17.96 per share were awarded to executives during the 2022 and 2021 Periods, respectively. The options granted in 2022 and 2021 generally vest over three years and expire ten years after the grant date.

Performance-based award units totaling 426,957 and 613,868 were awarded to Section 16 officers during the 2022 and 2021 Periods, respectively. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter. These awards are earned based on achievement of EPS and return on invested capital goals over three one-year periods, and earned or modified based on our three-year cumulative total shareholder return relative to companies in the S&P 500 on the date of the award. For the majority of awards, generally only one-third of the units awarded in any given year are deemed to be granted each year of the 3-year vesting periods. During 2022, the following units were granted based upon the establishment of performance targets:


	Performance-based Award Units Granted in 2022	Weighted Average Grant Date Fair Value Per Share
2022 Performance Award Plan	142,319	$24.07
2021 Performance Award Plan	204,623	$24.48
2020 Performance Award Plan	385,455	$22.04

For awards granted under the 2022, 2021 and 2020 performance award plans, the number of units are adjusted at the end of each performance period based on achievement of certain performance targets and market conditions, as defined in the award agreements.

SGI awards granted to executives vest and become payable at a rate of one-third of the total award each year.


	Location in Statement of Operations	3ME June 30,				6ME June 30,
(in millions)		2022		2021		2022		2021
Compensation expense related to SGI awards	G&A	$	1	$	(1)	$	11	$	31

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UNAUDITED


(in millions)	June 30, 2022		December 31, 2021
Liabilities associated with SGI awards	$	49	$	73

16. Other Comprehensive Income (Loss)

The components of OCI follow:


	3ME June 30, 2022						3ME June 30, 2021
(in millions)	Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount		Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount
OCI:
Foreign currency translation adjustments	$	(33)	$	—	$	(33)	$	(1)	$	—	$	(1)
Ownership share of equity method investees’ OCI	21		(4)		17		(1)		1		—
DB plan adjustments	—		—		—		1		—		1
Unrealized gain (loss) on hedges	(1)		—		(1)		1		(1)		—
Total OCI	(13)		(4)		(17)		—		—		—
Less: OCI attributable to NCI	1		—		1		—		—		—
OCI attributable to Fluor	$	(14)	$	(4)	$	(18)	$	—	$	—	$	—


	6ME June 30, 2022						6ME June 30, 2021
(in millions)	Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount		Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount
OCI:
Foreign currency translation adjustments	$	(4)	$	—	$	(4)	$	1	$	—	$	1
Ownership share of equity method investees’ OCI	21		(3)		18		(3)		1		(2)
DB plan adjustments	1		—		1		2		1		3
Unrealized gain (loss) on hedges	(4)		1		(3)		(2)		—		(2)
Total OCI	14		(2)		12		(2)		2		—
Less: OCI attributable to NCI	1		—		1		—		—		—
OCI attributable to Fluor	$	13	$	(2)	$	11	$	(2)	$	2	$	—

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NOTES TO FINANCIAL STATEMENTS

UNAUDITED

The changes in AOCI balances follow:


(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of March 31, 2022	$	(270)	$	(55)	$	(17)	$	5	$	(337)
OCI before reclassifications	(34)		10		—		(4)		(28)
Amounts reclassified from AOCI	—		7		—		3		10
Net OCI	(34)		17		—		(1)		(18)
Balance as of June 30, 2022	$	(304)	$	(38)	$	(17)	$	4	$	(355)

Attributable to NCI:
Balance as of March 31, 2022	$	(3)	$	—	$	—	$	—	$	(3)
OCI before reclassifications	1		—		—		—		1
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	1		—		—		—		1
Balance as of June 30, 2022	$	(2)	$	—	$	—	$	—	$	(2)


(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of December 31, 2021	$	(299)	$	(56)	$	(18)	$	7	$	(366)
OCI before reclassifications	(5)		10		1		(2)		4
Amounts reclassified from AOCI	—		8		—		(1)		7
Net OCI	(5)		18		1		(3)		11
Balance as of June 30, 2022	$	(304)	$	(38)	$	(17)	$	4	$	(355)

Attributable to NCI:
Balance as of December 31, 2021	$	(3)	$	—	$	—	$	—	$	(3)
OCI before reclassifications	1		—		—		—		1
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	1		—		—		—		1
Balance as of June 30, 2022	$	(2)	$	—	$	—	$	—	$	(2)

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NOTES TO FINANCIAL STATEMENTS

UNAUDITED


(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of March 31, 2021	$	(258)	$	(56)	$	(117)	$	14	$	(417)
OCI before reclassifications	(1)		—		—		5		4
Amounts reclassified from AOCI	—		—		1		(5)		(4)
Net OCI	(1)		—		1		—		—
Balance as of June 30, 2021	$	(259)	$	(56)	$	(116)	$	14	$	(417)

Attributable to NCI:
Balance as of March 31, 2021	$	(4)	$	—	$	—	$	—	$	(4)
OCI before reclassifications	(1)		—		—		—		(1)
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	(1)		—		—		—		(1)
Balance as of June 30, 2021	$	(5)	$	—	$	—	$	—	$	(5)


(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of December 31, 2020	$	(261)	$	(54)	$	(119)	$	17	$	(417)
OCI before reclassifications	2		(2)		—		6		6
Amounts reclassified from AOCI	—		—		3		(9)		(6)
Net OCI	2		(2)		3		(3)		—
Balance as of June 30, 2021	$	(259)	$	(56)	$	(116)	$	14	$	(417)

Attributable to NCI:
Balance as of December 31, 2020	$	(4)	$	—	$	—	$	—	$	(4)
OCI before reclassifications	(1)		—		—		—		(1)
Amounts reclassified from AOCI	—		—		—		—		—
Net other comprehensive income (loss)	(1)		—		—		—		(1)
Balance as of June 30, 2021	$	(5)	$	—	$	—	$	—	$	(5)

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UNAUDITED

Information about reclassifications out of AOCI follows:


		3ME June 30,				6ME June 30,
(in millions)	Location in Statement of Operations	2022		2021		2022		2021
Component of AOCI:
Ownership share of equity method investees’ OCI	Cost of revenue	$	(7)	$	—	$	(8)	$	—
Income tax benefit	Income tax expense (benefit)	—		—		—		—
Net of tax		$	(7)	$	—	$	(8)	$	—

DB plan adjustments	G&A	$	—	$	(1)	$	—	$	(2)
Income tax benefit	Income tax expense (benefit)	—		—		—		(1)
Net of tax		$	—	$	(1)	$	—	$	(3)

Unrealized gain (loss) on derivative contracts:
Commodity and foreign currency contracts	Various accounts(1)	$	(4)	$	7	$	1	$	12
Interest rate contracts	Interest expense	—		—		—		(1)
Income tax benefit	Income tax expense (benefit)	1		(2)		—		(2)
Net of tax		$	(3)	$	5	$	1	$	9

(1)Gains and losses on commodity and foreign currency derivative contracts were reclassified to "Cost of revenue" and "G&A".

17. Discontinued Operations

In May 2021, we sold the North American operations of the AMECO equipment business for $71 million and recognized a loss on the sale of $27 million. The results for the sold operations are reported in Disc Ops in the 2021 Period.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

AMECO Disc Ops information follows:


(in millions)	3ME June 30, 2021			6ME June 30, 2021
Revenue		$	13		$	29
Cost of revenue		(21)			(37)
Gross Profit		(8)			(8)
G&A		—			—
Impairment expense		—			—
Loss on sale of AMECO North America		(25)			(25)
Foreign currency gain (loss)		—			—
Operating profit		(33)			(33)
Interest (expense) income, net		—			—
Earnings (loss) before taxes from Disc Ops		(33)			(33)
Income tax (expense) benefit		1			—
Net earnings (loss) from Disc Ops		(32)			(33)
Less: Net earnings (loss) from Disc Ops attributable to NCI		—			—
Net earnings (loss) from Disc Ops attributable to Fluor		$	(32)		$	(33)

Our cash flow information for the 2021 Period included the following activities related to AMECO Disc Ops:


(in millions)	6ME June 30, 2021
Capital expenditures		$	(11)

In our 2021 10-K, we reported additional AMECO operations and Stork operations in Disc Ops. These operations are still being marketed but no longer qualify for all Disc Ops criteria. They are now reported in Cont Ops, unless or until such time that they re-qualify for Disc Ops.

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FLUOR CORPORATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements and our 2021 10-K. Except as the context otherwise requires, 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 include Fluor, its consolidated subsidiaries and joint ventures.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

•Repercussions of events beyond our control, such as severe weather conditions, natural disasters, pandemics, political crises or other catastrophic events, that may significantly affect operations, result in higher cost or subject the company to contract claims by our clients;

•The severity and duration of the COVID pandemic and actions by governments, businesses and others in response to the pandemic;

•The cyclical nature of many of the markets we serve and our clients' vulnerability to economic downturns, such as recessions, which may result in decreased capital investment and reduced demand for our services;

•Our failure to receive anticipated new contract awards and the related impact on our operations;

•Failure to accurately estimate the cost and schedule on our projects, potentially resulting in cost overruns or obligations, including those related to project delays and those caused by the performance of our clients, subcontractors, suppliers and partners;

•Intense competition in the global EPC industry, which can place downward pressure on our contract prices and profit margins and may increase our contractual risks;

•Failure of our joint venture partners to perform their venture obligations, which could impact the success of those ventures and impose additional financial and performance obligations on us;

•Cybersecurity breaches of our systems and information technology;

•Civil unrest, security issues, labor conditions and other unforeseeable events in the countries in which we do business;

•Project cancellations, scope adjustments or deferrals, or foreign currency fluctuations, that could reduce the amount of our backlog and the revenue and profits that we earn;

•Differences between our actual results and the assumptions and estimates used to prepare our financial statements;

•Client delays or defaults in making payments;

•Failure of our suppliers or subcontractors to provide supplies or services at the agreed-upon levels or times;

•The inability to hire and retain qualified personnel;

•The potential impact of changes in tax laws and other tax matters including, but not limited to, those from foreign operations, the realizability of our deferred tax assets and the ongoing audits by tax authorities;

•Our ability to secure appropriate insurance;

•The failure to be adequately indemnified for our nuclear services;

•The loss of business from one or more significant clients;

•The availability of credit and financial assurances plus restrictions imposed by credit facilities, both for us and our clients, suppliers, subcontractors or other partners;

•Adverse results in existing or future litigation, regulatory proceedings or dispute resolution proceedings (including claims for indemnification), or claims against project owners, subcontractors or suppliers;

•Failure of our employees, agents or partners to comply with laws, which could result in harm to our reputation and reduced profits or losses;

•The impact of new or changing legal requirements, as well as past and future environmental, health and safety regulations including climate change regulations; and

•The risks associated with acquisitions, dispositions or other investments, including the failure to successfully integrate acquired businesses.

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Any forward-looking statements that we may make are based on our current expectations and beliefs concerning future developments and their potential effects on us. There is no assurance that future developments affecting us will be those presently anticipated by us.

Additional information concerning these and other factors can be found in our press releases and periodic filings with the SEC, including the 2021 10-K. These filings are available publicly on the SEC’s website at http://www.sec.gov, on our website at http://investor.fluor.com or upon request from our Investor Relations Department at (469) 398-7070. We cannot control such risk factors and other uncertainties, and in many cases, cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. These risks and uncertainties should be considered when evaluating Fluor and deciding whether to invest in our securities. Except as otherwise required by law, we undertake no obligation to publicly update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

Results of Operations

In the first quarter of 2022, we determined that our Stork business and remaining AMECO equipment business no longer met all of the requirements to be classified Disc Ops. Therefore, both Stork and the remaining AMECO business are reported as Cont Ops for all periods presented and included in our Other segment.

In May 2022, NuScale completed a merger with Spring Valley Acquisition Corp. and related private investment transactions. We will continue to consolidate the combined company (ticker:SMR), although we expect cash and NCI balances will be higher than before the merger.

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	3ME June 30,						6ME June 30,
(in millions)	2022			2021			2022			2021
Revenue
Energy Solutions	$	1,330		$	1,319		$	2,505		$	2,310
Urban Solutions	1,005			1,210			1,964			2,405
Mission Solutions	547			707			1,140			1,460
Other	417			448			813			856
Total revenue	$	3,299		$	3,684		$	6,422		$	7,031

Segment profit (loss) $ and margin %
Energy Solutions	$	65	4.9%	$	109	8.3%	$	119	4.8%	$	111	4.8%
Urban Solutions	8		0.8%	(68)		(5.6)%	23		1.2%	(38)		(1.6)%
Mission Solutions	28		5.1%	45		6.4%	86		7.5%	89		6.1%
Other	7		NM	9		NM	(5)		NM	(6)		NM
Total segment profit (loss) $ and margin %(1)	$	108	3.3%	$	95	2.6%	$	223	3.5%	$	156	2.2%

G&A	(45)			(33)			(117)			(100)
Impairment	—			(101)			63			(148)
Foreign currency gain (loss)	36			(30)			18			(41)
Interest expense, net	(1)			(12)			(10)			(30)
Earnings (loss) from Cont Ops attributable to NCI	7			(7)			14			25
Earnings (loss) from Cont Ops before taxes	105			(88)			191			(138)
Income tax (expense) benefit	(32)			(2)			(63)			(5)
Net earnings (loss) from Cont Ops	$	73		$	(90)		$	128		$	(143)
Less: Net earnings (loss) from Cont Ops attributable to NCI	7			(7)			14			25
Net earnings (loss) from Cont Ops attributable to Fluor	$	66		$	(83)		$	114		$	(168)

Less: Dividends on CPS	10			5			20			5
Net earnings (loss) from Cont Ops available to Fluor common stockholders	$	56		$	(88)		$	94		$	(173)

New awards
Energy Solutions	$	1,339		$	661		$	2,021		$	2,270
Urban Solutions	1,943			617			2,541			1,679
Mission Solutions	52			92			438			1,084
Other	216			326			476			547
Total new awards	$	3,550		$	1,696		$	5,476		$	5,580

New awards related to projects located outside of the U.S.							54%			71%

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Backlog (in millions)	June 30, 2022		December 31, 2021
Energy Solutions	$	8,421	$	9,324
Urban Solutions	7,711		7,048
Mission Solutions	1,863		2,562
Other	1,524		1,866
Total backlog	$	19,519	$	20,800

Backlog related to projects located outside of the U.S.	61%		65%
Backlog related to lump-sum projects	57%		59%

(1)Total segment profit (loss) is a non-GAAP financial measure. We believe that total segment profit (loss) provides a meaningful perspective on our results as it is the aggregation of individual segment profit (loss) measures that we use to evaluate and manage our performance.

During the first quarter of 2022, we suspended any new investment in our Russian operations. We have evaluated our financial exposure through June 30, 2022 and do not believe that, should existing conditions in Eastern Europe persist, we would have a material impairment of our assets. Our backlog on projects in the impacted region is not significant to future revenue or margin. We continue to monitor the circumstances in Eastern Europe and wind down our existing contractual obligations while complying with all regulatory limitations placed on new and existing business for projects and clients based in the region.

We experienced reductions in demand for certain services and the delay or abandonment of ongoing or anticipated projects following the COVID pandemic and steep decline in oil prices in early 2020. Although oil prices have rebounded, our energy clients have yet to respond with elevated capital expenditures. We continue to deal with the effects of COVID in 2022 including impacts on our productivity, our ability to mobilize our workforce on certain projects and supply chain disruption at our global suppliers' facilities and our fabrication yard in China. Our estimates reflect our best assessment of project results inclusive of continuing COVID effects (including client recoveries), which have been dynamic as our projects have seen changes in prevailing regulations.

During the 2022 Quarter and 2022 Period, consolidated revenue declined due to volume declines on projects which were completed or nearing completion in the Urban Solutions and Mission Solutions segments combined with client delays on anticipated new awards. The revenue declines in the 2022 Period were partially offset by the ramp up of execution activities on a refinery project in Mexico and a recently awarded LNG project.

Segment profit for the 2022 Quarter remained flat compared to the 2021 Quarter despite project charges recognized on certain infrastructure projects. Segment profit for the 2022 Period increased primarily due to a significant project charge recognized in the 2021 Period for procurement and subcontractor cost growth, delays and disruptions in the schedule of an infrastructure project.

During the 2022 Period, we reversed $63 million in impairment recognized in 2021 when our Stork and AMECO businesses were classified as held for sale due primarily to remeasurement under held and used impairment criteria, for which CTA balances are excluded from carrying value. If our Stork and AMECO businesses are sold or if they meet the held for sale criteria again, we might re-recognize some or all of the impairment expense related to remeasurement. During the 2021 Period, we recognized impairment on goodwill and one equity method investment in the Energy Solutions segment and we also recorded fair value adjustments to our Stork and AMECO businesses which were classified as held for sale in 2021.

Our results in the 2022 Quarter were significantly impacted by evolving currency translation rates. During the 2022 Quarter, the U.S. dollar appreciated significantly against the Euro and the British Pound.

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	3ME June 30,				6ME June 30,
(In millions)	2022		2021		2022		2021
U.S statutory federal income tax expense (benefit)	$	22	$	(19)	$	40	$	(29)
Increase (decrease) in taxes resulting from:
State and local income taxes	1		—		1		—
Valuation allowance, net	20		10		35		21
Foreign tax impact	(13)		9		(10)		11
Noncontrolling interest	(2)		2		(3)		(4)
Other	4		—		—		6
Total income tax expense (benefit)	$	32	$	2	$	63	$	5

The decline in backlog during the 2022 Period primarily resulted from work performed outpacing new award activity.Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere. RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions.

Segment Operations - Comparisons of the 2022 Quarter to the 2021 Quarter and the 2022 Period to the 2021 Period

Energy Solutions

Revenue for the 2022 Quarter remained flat compared to the 2021 Quarter. Revenue for the 2022 Period increased due to the ramp up of execution activities on a refinery project in Mexico and a recently awarded LNG project partially offset by declines in the volume of execution activity for projects nearing completion.

Segment profit for the 2022 Quarter declined because the 2021 Quarter benefitted from the negotiation of change orders, scope increases and cost improvements on numerous projects as well as the reversal of a previously reserved receivable. Segment profit for the 2022 Quarter included foreign currency impacts, cost growth and estimated recoveries on a legacy upstream project mostly offset by gains related to embedded foreign currency derivatives. Segment profit for the 2022 Period remained flat compared to the 2021 Period. The change in segment profit margin reflects the same factors affecting segment profit.

New awards in the 2022 Quarter increased due to a large award for a chemicals project in China and a refinery upgrade project in Mexico. New awards in the 2022 Period decreased due to incremental awards for a refinery project in Mexico booked in the 2021 Period. Backlog decreased during the 2022 Period due to a lack of significant new awards.

Urban Solutions

Revenue for the 2022 Quarter and 2022 Period decreased primarily due to the completion of a mining project in Australia, a metals project in Canada and data center projects in Europe. The revenue declines in the 2022 Quarter and 2022 Period were partially offset by increased execution activities on a life sciences project.

Segment profit for the 2022 Quarter and 2022 Period improved compared to the prior year periods due to a significant project charge of $138 million recognized in the 2021 Quarter for procurement and subcontractor cost growth, delays and disruptions in the schedule of an infrastructure project. Further cost growth on this legacy project resulted in additional charges of $32 million in the 2022 Quarter. We continue to analyze the recoverability of these costs. We also recognized charges on two other legacy infrastructure projects during the 2022 Quarter resulting from cost growth and re-work. The project charges recognized in the 2022 Quarter were partially offset by favorable forecast revisions on an infrastructure project nearing completion. During the 2022 Quarter, we sold the majority of our interest in an infrastructure joint venture in Canada and recognized a gain of $11 million. During the 2021 Quarter, we sold our interest in an infrastructure joint venture in the U.S. and recognized a gain of $20 million. The change in segment profit margin reflects the same factors affecting segment profit.

New awards in 2022 Quarter and 2022 Period increased due to large awards for a mining project in Australia and a highway project in Texas as well as an incremental award for early procurement and construction activities on a semiconductor facility in the U.S. Backlog increased during the 2022 Period due to the new award activity.

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Mission Solutions

Revenue for the 2022 Quarter and 2022 Period decreased primarily due to the completion of a DOE contract in the prior year and the closure of LOGCAP in Afghanistan. The revenue decline in the 2022 Period was partially offset by execution activities on a project to provide contingency and humanitarian support for Afghan evacuees in the United States as well as the favorable resolution of close out items on a completed Army Corps of Engineers project.

The decrease in segment profit for the 2022 Quarter and 2022 Period was substantially driven by the completion of the DOE contract in the prior year and the closure of LOGCAP in Afghanistan as well as higher than anticipated performance-based fees and the release of COVID cost reserves in the prior year periods. The segment profit decline in the 2022 Period was partially offset by execution activities on the project to provide contingency and humanitarian support for Afghan evacuees in the United States as well as the favorable resolution of close out items on the completed Army Corps of Engineers project. The change in segment profit margin reflects the same factors affecting segment profit.

New awards in the 2022 Period decreased due to extensions on two of our DOE contracts booked in the 2021 Period. Backlog decreased during the 2022 Period due to the delay of new awards. Backlog included $76 million and $445 million of unfunded government contracts as of June 30, 2022 and December 31, 2021, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated.

Other

Other includes the operations of NuScale, Stork and the remaining AMECO business.


	3ME June 30,				6ME June 30,
(in millions)	2022		2021		2022		2021
NuScale (1)	$	(8)	$	(18)	$	(29)	$	(34)
Stork	12		14		18		17
AMECO	3		13		6		11
Segment profit (loss)	$	7	$	9	$	(5)	$	(6)

(1) NuScale expenses included in the determination of segment profit were as follows:
NuScale expenses	$	(16)	$	(43)	$	(62)	$	(80)
Less: DOE Reimbursable expenses	7		16		30		32
NuScale expenses, net	(9)		(27)		(32)		(48)
Less: Attributable to NCI	1		9		3		14
NuScale profit (loss)	$	(8)	$	(18)	$	(29)	$	(34)

G&A


	3ME June 30,				6ME June 30,
(in millions)	2022		2021		2022		2021
G&A
Compensation	$	17	$	24	$	71	$	81
SEC investigation	6		1		12		4
Reserve for legacy legal claims	5		—		5		—
Facilities	3		4		9		7
Exit costs	4		—		4		—
Other	10		4		16		8
G&A	$	45	$	33	$	117	$	100

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Net Interest Expense

The decrease in net interest expense during the 2022 Quarter and 2022 Period was primarily due to the redemption of $509 million of 2023 and 2024 Notes in the latter half of 2021 and an increase in interest rates on cash deposits. The decrease in net interest expense during the 2022 Period was further driven by costs incurred to refinance our credit facility in the 2021 Period.

Recent Accounting Pronouncements

Item is described more fully in the Notes to Financial Statements.

Litigation and Matters in Dispute Resolution

Item is described more fully in the Notes to Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from

operations, capacity under our credit facilities and, when necessary, access to capital markets. We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.

As of June 30, 2022, letters of credit totaling $338 million were outstanding under our $1.8 billion credit facility, which matures in February 2025. The credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.2 billion, all as defined in the amended credit facility. The credit facility also contains provisions that will require us to provide collateral if we are downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of liens on our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of June 30, 2022, we had availability to borrow $785 million under our credit facility.

We expect to address the maturities currently scheduled for the first quarter of 2023 and fourth quarter of 2024 through available liquidity, cash generated by our operations or via a new securities issue.

Cash and cash equivalents combined with marketable securities were $2.2 billion as of June 30, 2022 and $2.3 billion as of December 31, 2021. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $996 million and $992 million as of June 30, 2022 and December 31, 2021, respectively. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access.

In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $557 million and $630 million as of June 30, 2022 and December 31, 2021, respectively) were not necessarily readily available for general purposes. We do not include our share of cash held by our proportionately consolidated joint ventures and partnerships in our consolidated cash balances even though these amounts may be significant. We also consider the extent to which client advances (which totaled $117 million and $127 million as of June 30, 2022 and December 31, 2021, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. In some cases, it may not be financially efficient to move cash and cash equivalents between countries due to statutory dividend limitations and/or adverse tax consequences. We did not consider any cash to be permanently reinvested outside the U.S. as of June 30, 2022 and December 31, 2021, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.

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Cash Flows


	6ME June 30,
(in millions)	2022		2021
OPERATING CASH FLOW	$	(133)	$	(154)

INVESTING CASH FLOW
Proceeds from sales and maturities (purchases) of marketable securities	7		(8)
Capital expenditures	(23)		(46)
Proceeds from sales of assets	131		43
Proceeds from sale of AMECO-North America	—		71
Investments in partnerships and joint ventures	(46)		(60)
Other	8		—
Investing cash flow	77		—

FINANCING CASH FLOW
Proceeds from issuance of CPS	—		582
Purchase and retirement of debt	(23)		(5)
Dividends paid	(20)		—
Other borrowings (debt repayments)	8		(6)
Distributions paid to NCI	(12)		(18)
Capital contributions by NCI	—		106
Other	(7)		(4)
Financing cash flow	(54)		655

Effect of exchange rate changes on cash	(25)		11
Increase (decrease) in cash and cash equivalents	(135)		512
Cash and cash equivalents at beginning of period	2,209		2,199
Cash and cash equivalents at end of period	$	2,074	$	2,711

Cash paid during the period for:
Interest	$	28	$	42
Income taxes (net of refunds)	55		68

Operating Activities

Cash flows from operating activities result primarily from our EPC activities and are affected by our earnings levels and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project and the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of June 30, 2022, our backlog included $1.2 billion for loss projects which may have a negative impact on our operating cash flow in future periods.

Our operating cash flow for the 2022 Period was negatively impacted by increases in working capital on several large projects, most of which occurred in the first quarter. Operating cash flow for the 2022 Quarter significantly improved compared to the first quarter of 2022 as working capital levels remained stable. Our operating cash flow for the 2021 Period was negatively impacted by increased funding of COVID-19 costs on our projects, higher cash payments of G&A and increased tax payments.

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During the 2021 Period, we contributed $12 million into our DB plans, primarily our Dutch DB plan which was settled in late 2021.

Investing Activities

We hold cash in bank deposits and marketable securities which are governed by our investment policy. This policy focuses on, in order of priority, the preservation of capital, maintenance of liquidity and maximization of yield. These investments may include money market funds, bank deposits placed with highly-rated financial institutions, repurchase agreements that are fully collateralized by U.S. Government-related securities, high-grade commercial paper and high quality short-term and medium-term fixed income securities.

Capital expenditures in the 2022 and 2021 Periods were primarily related to construction equipment on certain infrastructure projects as well as expenditures for facilities and investments in information technology.

In April 2022, we sold approximately 5% of the ownership of NuScale to Japan NuScale Innovation, LLC for $107 million, which will become final after CFIUS' review. Proceeds from sales of assets during the 2022 Period includes the NuScale sale as well as the sale of the majority of our interest in an infrastructure joint venture in Canada. Proceeds from sales of assets during the 2021 Period includes the sale of our 10% ownership interest in an infrastructure joint venture in the U.S.

Investments in unconsolidated partnerships and joint ventures in the 2022 Period included capital contributions to a Mission Solutions joint venture and an infrastructure joint venture. Investments in unconsolidated partnerships and joint ventures in the 2021 Period included a $26 million capital contribution to COOEC Fluor, which satisfied our contractual funding requirements, as well as capital contributions to a Mission Solutions joint venture.

Financing Activities

Cumulative cash dividends on the CPS are payable at an annual rate of 6.5% quarterly in arrears on February 15, May 15, August 15 and November 15, upon declaration of the dividend by our Board of Directors. Dividends accumulate from the most recent date on which dividends have been paid. First and second quarter CPS dividends of $10 million were paid in February and May 2022. In July 2022, our Board of Directors approved the payment of third quarter CPS dividends of $10 million, payable in August 2022.

Each share of CPS is convertible at the holder's option at any time into 44.9585 shares of our common stock per share of CPS. The conversion rate is subject to certain customary adjustments, but no payment or adjustment for accumulated but unpaid dividends will be made upon conversion, subject to certain limited exceptions. The CPS may not be redeemed by us; however, we may, at any time on or after May 20, 2022, elect to cause all outstanding shares of CPS to be converted into shares of our common stock at the conversion rate, subject to certain conditions (and, if such conversion occurs prior to May 20, 2024, the payment of a cash make-whole premium). The most significant condition to our ability to force a conversion prior to May 2024 is the requirement that our common stock trade above $28.92 for 20 consecutive trading days. We estimate that the cash make-whole payment would have been $96 million at June 30, 2022 (assuming we minimally exceed the minimum trading price to invoke the conversion). If a make-whole fundamental change, as defined in the certificate of designations for the CPS, occurs, we will in certain circumstances be required to increase the conversion rate for a holder who elects to convert shares of CPS in connection with such make-whole fundamental change.

In June 2022, we redeemed $23 million of outstanding 2023 Notes. In June 2021, we redeemed $5 million of outstanding 2023 and 2024 Notes.

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in the 2022 Period related to joint ventures in all our segments. Distributions in the 2021 Period primarily related to a transportation joint venture project in the U.S.

Capital contributions by NCI during the 2021 Period primarily related to new investments totaling $100 million by NuScale's NCI holders.

We have a common stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of June 30, 2022, over 10 million shares could still be purchased under the existing stock repurchase program, although we don't have any immediate intent to begin such repurchases.

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Off-Balance Sheet Arrangements

Letters of Credit

As of June 30, 2022, letters of credit totaling $338 million were outstanding under committed lines of credit, and letters of credit totaling $960 million were outstanding under uncommitted lines of credit. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.

Guarantees

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

Sustainability

Our sustainability mission envisions meeting the needs of our clients while conducting business in an environmentally and socially responsible manner. We consistently apply prudent governance principles to the benefit of current and future generations, thereby creating value for all stakeholders. Every day, we help clients safeguard the environment, conserve energy, protect lives, and strengthen the economies and social structures of communities in which our employees work and live.

As a key priority for our sustainability program, we have committed to reduce our greenhouse gas emissions. Early in 2021, we committed to achieving net zero emissions for Scopes 1 and 2 absolute greenhouse gas emissions by the end of 2023, and we believe we are on track to meet that objective.

We have a Sustainability Committee to oversee our sustainability policies, strategies and programs. The Sustainability Committee includes representatives from each of our business segments, as well as a cross-functional team of subject matter experts from communications, health, safety and environmental, human resources, supply chain, investor relations and legal, who serve as advisors to the Sustainability Committee. In furtherance of our Board of Directors' commitment to sustainability, our Board of Directors and Governance Committee reviews and receives reports from management on our sustainability efforts.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to market risk during the 2022 Period. Accordingly, the disclosures provided in the 2021 10-K remain relevant.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) are effective as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act.

Changes in Internal Control over Financial Reporting

There were no changes to our ICFR that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our ICFR.

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FLUOR CORPORATION

CHANGES IN CONSOLIDATED BACKLOG

UNAUDITED


	3ME June 30,
(in millions)	2022		2021
Backlog, April 1	$	19,254	$	25,973
New awards	3,550		1,696
Adjustments and cancellations, net (1)	(36)		(880)
Work performed	(3,249)		(3,636)
Backlog, June 30	$	19,519	$	23,153


	6ME June 30,
(in millions)	2022		2021
Backlog, January 1	$	20,800	$	25,569
New awards	5,476		5,580
Adjustments and cancellations, net (1)	(434)		(1,066)
Work performed	(6,323)		(6,930)
Backlog, June 30	$	19,519	$	23,153

(1) During the 2021 Quarter, we removed $1 billion from backlog due to the cancellation of a steel project in North America. During the 2021 Period, we removed an additional $1 billion from backlog due to the cancellation of a chemicals project.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

As part of our normal business activities, we are party to a number of legal proceedings and other matters in various stages of development. Management periodically assesses our liabilities and contingencies in connection with these matters based upon the latest information available. We disclose material pending legal proceedings pursuant to SEC rules and other pending matters as we may determine to be appropriate.

Additional information on matters in dispute may be found in Item 8 of the 2021 10-K and Part I, Item 1 of this Q2 2022 10-Q.

Item 1A. Risk Factors

There have been no material changes from our risk factors as disclosed in the 2021 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information for the quarter ended June 30, 2022 about purchases by the company of equity securities that have been registered pursuant to Section 12 of the Exchange Act.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Program (1)
April 1 — April 30, 2022	—	$	—	—	10,513,093
May 1 — May 31, 2022	—	—		—	10,513,093
June 1 — June 30, 2022	—	—		—	10,513,093
Total	—	$	—	—

_________________________________________________________

(1) The share repurchase program, as amended, totals 34,000,000 shares. We may repurchase shares from time to time in open market or privately negotiated transactions, including through pre-arranged trading programs, at our discretion, subject to market conditions and other factors and at such time and in amounts that we deem appropriate.

Item 4. Mine Safety Disclosures

None.

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Item 6. Exhibits

EXHIBIT INDEX


Exhibit						Description
3.1						Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on May 8, 2012).
3.2						Certificate of Designations, Preferences, and Rights of Series A 6.50% Cumulative Perpetual Convertible Preferred Stock of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on May 18, 2021).
3.3						Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on April 19 , 20 22 ).
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS						Inline XBRL Instance Document.*
101.SCH						Inline XBRL Taxonomy Extension Schema Document.*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.*
104						The cover page from the Company's Q2 2022 10-Q for the three and six months ended June 30, 2022, formatted in Inline XBRL (included in the Exhibit 101 attachments).*

_______________________________________________________________________

* New exhibit filed with this report.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			FLUOR CORPORATION


Date:	August 5, 2022	By:	/s/ Joseph L. Brennan
			Joseph L. Brennan
			Chief Financial Officer

Date:	August 5, 2022	By:	/s/ John C. Regan
			John C. Regan
			Chief Accounting Officer