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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements. A discussion and analysis of the operating results of 2022 compared to 2021 are included in our 2022 10-K and have not been repeated in this 10-K.

Developments in Our Business

We have retained Stork's North American operations, which largely consists of our operations and maintenance business owned by Fluor prior to our acquisition of Stork. This business, renamed Plant & Facility Services, is included in our Urban Solutions segment for all periods presented.

In March 2023, we sold our AMECO South America business, which included operations in Chile and Peru. This transaction marked the completion of the AMECO divestiture for total proceeds of $144 million, including $17 million in 2023. Previous AMECO divestitures included assets in Africa, the Caribbean, Mexico and North America. Upon the sale of AMECO South America in 2023, we recognized a $60 million negative earnings impact, including $35 million associated with foreign currency translation.

In August and September 2023, we completed the issuance of the 2029 Notes and the conversion of all our CPS. In December 2023, we discharged the remaining outstanding 2024 Notes. In doing so, we irrevocably transferred interest-bearing Treasury securities to the trustee of the 2024 Notes.

In 2023, we agreed to sell Stork's European business. This transaction is expected to close in the first half of 2024. However, the conditions imposed by the SPA prevent us from classifying the business as held-for-sale. In December 2023, we sold the Stork business in Latin America, largely for the assumption of debt by the purchaser. We recognized a $93 million negative earnings impact on sale, including $33 million associated with foreign currency translation.

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Results of Operations

YEAR ENDED DECEMBER 31,

Revenue

Segment profit (loss) $ and margin %

Gain (loss) on pension settlement — 42 (198)

Foreign currency gain (loss) (98) 25 (13)

Interest income (expense), net 168 35 (73)

Earnings (loss) from Cont Ops attributable to NCI (60) (72) 39

Earnings (loss) from Cont Ops before taxes 315 244 (346)

Income tax (expense) benefit (236) (171) (20)

Net earnings (loss) from Cont Ops 79 73 (366)

Less: Net earnings (loss) from Cont Ops attributable to NCI (60) (72) 39

Net earnings (loss) from Cont Ops attributable to Fluor 139 145 (405)

Less: Dividends on CPS 29 39 24

Less: Make-whole payment on conversion of CPS 27 — —

New awards

New awards related to projects located outside of the U.S. 76 % 46 % 61 %

Backlog (2)(3)

Backlog related to projects located outside of the U.S. 62 % 49 %

Backlog related to lump-sum projects 24 % 37 %

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

(2)Backlog represents the total amount of revenue we expect to record in the future based upon contracts that have been awarded to us. Backlog is stated in terms of gross revenues and may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs. For projects related to proportionately consolidated joint ventures, we include only our percentage ownership of each joint venture's backlog. We recognize new awards into backlog when we and our client have approved the contract (written or verbal) and are committed to perform our respective obligations. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere in this 10-K. Backlog includes the amount of revenue we expect to recognize under ongoing operations and maintenance contracts for the remainder of the current year renewal period plus up to 3 additional years if renewal is considered to be probable, while RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions.

(3)Includes backlog of $1.3 billion and $1.8 billion for legacy projects in a loss position as of December 31, 2023 and 2022, respectively.

While we experienced reductions in demand for certain services and the delay or abandonment of ongoing or anticipated projects during the COVID pandemic, our ability to win work was not materially impacted by COVID during 2023, as most of our markets and our clients' spending patterns have returned to pre-COVID norms. Although many of our projects are in a state we consider normal, we continue to deal with the effects of COVID on our operating results as our estimates are inclusive of COVID effects and client recoveries. For example, in the fourth quarter of 2023, we finalized an agreement for COVID-related relief on a single infrastructure project that caused our project level revenue assumptions to increase by $127 million.

Consolidated revenue increased in 2023 due to the ramp up of execution activities on several projects in Energy Solutions, Urban Solutions and Mission Solutions partially offset by declines in the volume of execution activity for projects which were completed or nearing completion.

Segment profit for 2023 significantly improved due to higher execution activity on several projects as well as the initial recognition of inflation-adjusted variable consideration on certain downstream projects and incentive fees on a mining project. Segment profit in 2023 further benefitted from the settlement of project claims and arbitration. Despite the improvements in segment profit in 2023, we recognized charges on 3 legacy projects for cost growth and also recognized $153 million negative earnings impact on the sales of our AMECO and Stork businesses in Latin America.

The effective tax rate on earnings from Cont Ops was 75%, 70% and (6%) for 2023, 2022 and 2021, respectively. A reconciliation of U.S. statutory federal income tax expense (benefit) to income tax expense (benefit) follows:

Year Ended December 31,

U.S. statutory federal tax expense (benefit) $ 66 $ 51 $ (73)

Increase (decrease) in taxes resulting from:

State and local income taxes 6 — 12

Goodwill Impairment — 10 36

Sale of foreign subsidiaries (10) — —

Foreign tax differential, net 48 (106) (11)

Stranded tax effects from AOCI — — (52)

Total income tax expense $ 236 $ 171 $ 20

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In 2021, the Organization for Economic Cooperation and Development announced a framework on base erosion and profit shifting. The framework includes Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations, at a minimum rate of 15%. Multiple sets of guidance have been and continue to be issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or are in the process of enacting legislation in future years. Pillar Two is expected to be applicable to us beginning January 1, 2024. We are continuing to evaluate the impacts of proposed, pending, and enacted legislation in the non-US tax jurisdictions we operate in as new guidance becomes available.

Our results were significantly impacted by evolving foreign currency rates in 2023. During 2023, the U.S. dollar depreciated against the Euro, British Pound and Canadian Dollar.

Our profit margin percentages may be favorably or unfavorably impacted by a change in the amount of CFM recorded. We record revenue on a gross basis, including CFM when we have concluded that we are a principal with respect to such materials and services.

The increase in backlog resulted from significant new awards booked during 2023 in Energy Solutions and Urban Solutions. In 2024, we expect to perform approximately half of our ending 2023 backlog.

Impairment

Impairment expense, included in Cont Ops, for 2022 and 2021 is summarized as follows:

Year Ended December 31,

Impairment:

Goodwill associated with Stork and AMECO $ 40 $ 13

Energy Solutions' equity method investments — 28

IT assets — 16

Fair value adjustment of Stork and AMECO assets (63) 233

Total impairment $ (24) $ 290

We did not recognize any material impairment expense in 2023. During 2022, we reversed $63 million in impairment originally 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.

Gain (Loss) on Pension Settlement

In 2021, we settled the majority of the obligations of our then largest DB plan, which provided retirement benefits to certain employees in the Netherlands, and recognized a loss on settlement of $198 million. In 2022, we finalized the settlement of the remaining obligations of this plan and recognized a gain on settlement of $42 million.

Segment Operations

We are one of the larger global professional services firms providing EPC, fabrication and modularization, and project management services.

Energy Solutions

Revenue in 2023 increased due to the ramp up of execution activities on our refinery projects in Mexico, chemicals projects in China and mid-scale LNG projects. These increases to revenue were partially offset by a decline in execution activity for projects nearing completion and lower revenue on an LNG project.

Segment profit in 2023 improved significantly primarily due to the initial recognition of inflation-adjusted variable consideration on certain downstream projects and due to increased execution activities on those same projects as well as construction activities on a large LNG project and the effects of favorable foreign currency remeasurement, partially offset by charges totaling $91 million for cost growth and schedule extension on a large upstream legacy project and a charge for the net arbitration result of a longstanding claim. Segment profit in 2023 also included a loss of $17 million on embedded foreign currency derivatives compared to a loss of $3 million in 2022. The increase in segment profit margin in 2023 reflects these same factors.

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New awards and backlog increased in 2023 due to awards for reimbursable EPCM contracts for 2 large chemicals projects in North America as well as a chemicals project in Poland.

Results for the fourth quarter of 2023. Segment profit in the fourth quarter of 2023 declined compared to 2022 primarily due to a large project nearing completion as well as an adjustment of $33 million for cost growth and schedule extension on the large upstream legacy project.

Urban Solutions

Revenue in 2023 increased due to the ramp up of execution activities on several recently awarded projects including a large metals project in the U.S., two life sciences projects and a semiconductor project as well as the settlement of a claim on an international bridge project. The revenue increases in 2023 were partially offset by declines in the volume of execution activity for projects nearing completion including a large mining project.

Segment profit in 2023 significantly improved. Segment profit in 2023 includes the settlement of a claim on an international bridge project compared to the recognition of $54 million in cost growth and delay mitigation costs on the same project in 2022. In 2023, we also recognized a discretionary incentive fee award on a completed mining project as well as a benefit from the favorable outcome of arbitration on a separate mining project. The increase in segment profit in 2023 compared to 2022 was also due to an $86 million charge recognized in 2022 for additional rework and schedule delays on a highway project recognized in 2022. Segment profit in 2023 also includes a favorable determination on a claim on a legacy infrastructure project. Earlier in 2023, we recognized a $59 million charge on this project for rework associated with subcontractor design errors and related schedule impacts, and we recognized a similar charge of $35 million in 2022. The increase in segment profit margin in 2023 reflects these same factors.

New awards significantly increased in 2023 due to awards for a large mining project, a metals project and a life sciences project. Backlog increased during 2023 due to the new award activity. Our staffing business does not report new awards or backlog.

Results for the fourth quarter of 2023. Segment profit in the fourth quarter of 2023 significantly increased compared to 2022 due to the settlement of a claim on an international bridge project and a favorable determination on a legacy infrastructure project.

Mission Solutions

Revenue increased in 2023 due to increased execution activities for 3 DOE contracts, 2 defense contracts,a nuclear power project that was recently terminated and FEMA hurricane support. The increase in revenue was partially offset by the completion of a contingency and humanitarian support project in 2022 and an airfield construction project in early 2023.

The decline in segment profit was substantially driven by a $30 million charge recognized in the first half of 2023 for cost growth associated with additional schedule delays on a weapons facility project as well as the completion of the 2 projects mentioned above, which offset contributions from projects with increased execution activities. We are conducting our due diligence to recover cost growth that has resulted from directed and constructive changes from the client on the weapons facility project.

New awards decreased during 2023 due to a large award booked in the prior year for a 4-year contract extension on the DOE Savannah River Site. The decline in backlog during 2023 resulted from work performed outpacing new award activity. Backlog included $2.7 billion and $3.9 billion of unfunded government contracts as of December 31, 2023 and 2022, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated.

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Other

Other includes the operations of NuScale, Stork and the remaining AMECO business prior to their sale.

YEAR ENDED DECEMBER 31,

Segment profit (loss) $ (228) $ (27) $ (31)

Less: DOE reimbursable expenses 64 74 69

Less: Attributable to NCI 76 32 31

NuScale profit (loss) $ (106) $ (73) $ (69)

Segment profit in 2023 includes a $60 million negative earnings impact on the sale of our AMECO South America business (including $35 million for foreign currency translation) and a $93 million negative earnings impact on the sale of our Stork business in Latin America (including cash paid to the buyer of $31 million and $33 million for foreign currency translation). In January 2024, NuScale announced austerity measures to reduce cost including a workforce reduction, which is expected to lessen NuScale's losses in future periods.

G&A

YEAR ENDED DECEMBER 31,

G&A

SEC investigation / Internal review costs 1 38 27

Exit costs 6 7 —

Reserve for legacy legal claims 3 5 —

Gain on sale of land and buildings — (11) (13)

The increase in compensation expense in 2023 was driven by higher performance-based compensation, including annual bonus projections and the effects of our higher stock price on stock-based liability awards.

Net Interest Income (Expense)

The increase in net interest income during 2023 was primarily due to an increase in interest rates earned on cash deposits including at our joint ventures in Canada and Mexico as well as the interest savings following the redemption of the 2023 Notes. Interest income was also favorably impacted by the purchase of treasury securities at a discount to their face amount using proceeds from the issuance of the 2029 Notes. These securities were irrevocably transferred to the trustee of the 2024 Notes in making their discharge.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are described in the notes to our financial statements. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available through the date of the issuance of the financial statements and, accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of our financial statements apply to the following critical accounting policies:

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Revenue Recognition for Long-Term Contracts. We recognize our engineering and construction contract revenue over time as we provide services to satisfy our performance obligations. We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost. Use of the cost-to-cost measure of progress requires us to prepare estimates of total expected revenue and cost to complete our projects.

CFM are included in revenue and cost of revenue when (1) we believe that we are acting as a principal rather than as an agent, (2) the contract includes construction activity and (3) we have visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. If we lose visibility mid-project, we cease recognizing future CFM but do not de-recognize previous amounts of CFM.

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

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

•Complexity in original design;

•Extent of changes from original design;

•Different site conditions than assumed in our bid;

•The productivity, availability and skill level of labor;

•Limitations associated with workforce distancing;

•Weather conditions when executing a project;

•The technical maturity of the technologies involved;

•Length of time to complete the project;

•Availability and cost of equipment and materials;

•Subcontractor and joint venture partner performance;

•Expected costs of warranties; and

•Our ability to recover for additional contract costs.

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

Fair Value Measurements. We are required to use fair value measurement techniques with inputs that require the use of estimates and involve significant judgment. These circumstances include:

•Impairment testing of goodwill and indefinite-lived intangibles when quantitative analysis is deemed necessary

•Impairment testing of long-lived assets when impairment indicators are present

•Impairment testing of investments as part of other than temporary impairment assessments when impairment indicators are present

•Fair value assessments of businesses held for sale that are reported at fair value less cost to sell

When performing quantitative fair value or impairment evaluations, we estimate the fair value of our assets by considering the results of either or both income-based and market-based valuation approaches. Under the income approach, we prepare a discounted cash flow valuation model using recent forecasts and compare the estimated fair value of each asset

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to its carrying value. Cash flow forecasts are discounted using the appropriate weighted-average cost of capital at the date of evaluation. The weighted-average cost of capital is comprised of the cost of equity and the cost of debt with a weighting for each that reflects our current capital structure which can be significantly impacted by volatility in interest rates as seen during 2023. Preparation of long-term forecasts involve significant judgments involving consideration of our backlog, expected future awards, customer attrition, working capital assumptions, and general market trends and conditions. Significant changes in these forecasts or any valuation assumptions, such as the discount rate selected, could affect the estimated fair value of our assets and could result in impairment expenses. Under the market approach, we consider market information such as multiples of comparable publicly traded companies and/or completed sales transactions to develop or validate our fair value conclusions, when appropriate and available.

Recent Accounting Pronouncements

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

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, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.

Our credit facility contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, which is a one notch downgrade from both agencies' current ratings. If we are required to provide collateral, it would consist broadly of liens on our U.S. assets.

In August 2023, we issued $575 million of 1.125% Convertible Senior Notes due August 15, 2029 and received net proceeds of $560 million. Concurrently, we entered into capped call transactions with certain banks for $73 million. We believe the entry into the capped call transactions provides us with significant protection against the potential dilution associated with the 2029 Notes. In August 2023, we completed a tender offer in which we repurchased $115 million of outstanding 2024 Notes using the proceeds from the issuance of the 2029 Notes. In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million using cash on hand.

In December 2023, we extinguished the remaining outstanding $266 million principal amount of our 2024 Notes through a legal discharge, whereby we irrevocably transferred $262 million in interest-bearing Treasury securities to the trustee of the 2024 Notes. These securities will yield sufficient principal and interest over their remaining term to permit the trustee to satisfy the remaining principal and interest due on the 2024 Notes. Thus, we are no longer the primary obligor under the 2024 Notes.

As of December 31, 2023, letters of credit totaling $477 million were outstanding under our $1.8 billion credit facility, which matures in February 2026 and was amended in August 2023 to permit the issuance of the 2029 Notes. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.2 billion, all as defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of December 31, 2023 and through the issuance of this 10-K, we had not made any borrowings under our credit facility. We have a sublimit of up to $1.0 billion in aggregate cash advances and financial letters of credit available to us under our credit facility with a current borrowing capacity of $775 million.

Cash and cash equivalents combined with marketable securities were $2.6 billion as of both December 31, 2023 and 2022. Cash balances as of December 31, 2023 and 2022 include cash and cash equivalents and marketable securities held by NuScale of $118 million and $338 million, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $1.1 billion as of both December 31, 2023 and 2022. 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.

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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 $491 million and $706 million as of December 31, 2023 and 2022, respectively) were not necessarily readily available for general purposes. We do not include our share of cash held by our proportionately consolidated joint ventures and partnerships in our consolidated cash balances even though these amounts may be significant. We also consider the extent to which client advances (which totaled $80 million and $102 million as of December 31, 2023 and 2022, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. 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 December 31, 2023 and 2022, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.

Year Ended December 31,

INVESTING CASH FLOW

Capital expenditures (106) (75) (75)

Proceeds from sales of assets (net of cash divested) (5) 95 146

Investments in partnerships and joint ventures (33) (53) (80)

FINANCING CASH FLOW

Proceeds from issuance of 2029 Notes, net of issuance costs 560 — —

Capped call transactions related to 2029 Notes (73) — —

Purchases and retirement of debt (249) (41) (525)

Proceeds from NuScale de-SPAC transaction — 341 —

Proceeds from sale of NuScale interest — 107 —

Proceeds from issuance of CPS — — 582

Dividends paid on CPS (29) (39) (19)

Make-whole payment on conversion of CPS (27) — —

Distributions paid to NCI (53) (60) (109)

Capital contributions by NCI 10 21 202

Effect of exchange rate changes on cash 18 (38) (15)

Increase in cash and cash equivalents 80 230 10

Cash and cash equivalents at beginning of year 2,439 2,209 2,199

Cash and cash equivalents at end of year $ 2,519 $ 2,439 $ 2,209

Cash paid during the year for:

Income taxes (net of refunds) 169 99 75

Noncash investing and financing activities:

Debt assumed by buyer of Stork Latin America 19 — —

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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 payment terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of December 31, 2023, our backlog included $1.3 billion for loss projects, including $344 million of estimated unfunded losses associated therewith. The comparable amounts in 2022 were $1.8 billion of backlog and $454 million of unfunded losses.

Our operating cash flow for 2023 was positively impacted by cash settlements on certain project claims and disputes and cash distributions from 2 of our largest proportionately consolidated joint ventures and negatively impacted by increases in working capital on several large projects and higher tax payments. We also funded an estimated $129 million on loss projects during 2023. Our operating cash flow is typically lower in the first quarter of each year due to the timing of payout of employee incentive awards from the prior year. In 2024, we expect to receive a significant tax refund.

Investing Activities

2023 investing activities were significantly impacted by the purchase of U.S. Treasury securities which were subsequently transferred to the trustee of the 2024 Notes in discharging them.

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

Capital expenditures were primarily related to construction equipment on certain infrastructure projects as well as expenditures for facilities and investments in IT.

Proceeds from sales of assets (net of cash divested) during 2023 included proceeds of $17 million for the sale of our AMECO South America business as well as $31 million in cash divested as part of the sale of the Stork business in Latin America.

Investments in unconsolidated partnerships and joint ventures in 2023 included capital contributions to a Mission Solutions joint venture and 3 infrastructure joint ventures.

Financing Activities

In August 2023, we issued $575 million of 1.125% Convertible Senior Notes (the “2029 Notes”) due August 15, 2029 and received net proceeds of $560 million. Interest on the 2029 Notes is payable semi-annually on February 15 and August 15, beginning on February 15, 2024. The conversion rate for the 2029 Notes is 22.0420 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $45.37 per share. Holders may convert their 2029 Notes any time before May 2029 under the following conditions:

•if the last reported price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $58.98 on each applicable trading day;

•during the 5-business day period after any 5-consecutive trading day period in which the trading price of the 2029 Notes was less than 98% of the product of the last reported stock price and the conversion rate;

•if we call any or all of the 2029 Notes for redemption; or

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

In addition, holders may convert their 2029 Notes any time beginning in May 2029 and prior to maturity without regard to the foregoing circumstances. Upon any conversion, we will repay the principal amount of the notes in cash and may elect

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to convey the conversion premium in any combination of cash and shares of our common stock. Certain events could cause the conversion rate to increase, including a make-whole fundamental change or redemption, but in no event will the conversion rate for a single note exceed 29.2056 shares of our common stock, other than for customary adjustments described in the applicable indenture.

After August 2026, we may elect to redeem up to all of the outstanding 2029 Notes if our common stock has a prevailing per share closing price in excess of $58.98. In such election, all principal would be settled in cash and could result in a make-whole premium if the holders also elect to convert. We may elect to pay any make-whole premium in any combination of cash and shares of our common stock.

In connection with the 2029 Notes offering, we entered into capped call transactions with certain banks. The capped call transactions are not part of the terms of the 2029 Notes and are accounted for as separate transactions. As the capped call options are indexed to our own stock, they were recorded in shareholders’ equity and are not accounted for as derivatives. The cost of the capped call transactions was $73 million which was recorded as a permanent reduction to APIC, and will not be subject to periodic remeasurement. The strike price of the capped call options corresponds to the conversion price of the 2029 Notes of $45.37 per share. The capped call options are expected to offset potential dilution to our common stock upon conversion of any 2029 Notes and/or offset any cash payments we are required to make for any conversion premium if our stock price is greater than $45.37. The upper limit of the capped calls is $68.48 per share. If our stock price exceeds $68.48, there would be unmitigated dilution and/or no offset of any cash payments attributable to the amount by which our stock exceeds the cap price. We will not be required to make any cash payments to option counterparties upon the exercise of capped call options, but we will be entitled to receive from them shares of our common stock or an amount of cash based on the amount by which the market price of our common stock exceeds the strike price of the capped calls.

In August 2023, we completed a tender offer in which we repurchased $115 million of outstanding 2024 Notes, excluding accrued interest, for consideration of $975.03 per $1,000 principal amount of the notes. In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million. In June 2022, we redeemed €22 million of outstanding 2023 Notes for $23 million.

In September 2023, we exercised our mandatory conversion rights on our CPS in which each of the outstanding shares of CPS converted to 44.9585 shares of our common stock, plus a cash payment of $45.23 per CPS for a make-whole premium. The total make-whole premium amounted to $27 million, approximately $2 million less than the remaining undiscounted guaranteed dividend stream. First, second and third quarter CPS dividends of $10 million were paid in February, May and August 2023. Upon conversion, all dividends on the CPS have ceased. There was no obligation for accumulated but unpaid dividends after the last record date.

As a result of the reverse recapitalization, NuScale recognized cash of $341 million during 2022, consisting of $235 million in PIPE funding and $145 million in cash in trust, partially offset by transaction costs of $39 million. In April 2022, we sold approximately 5% of the ownership of NuScale to Japan NuScale Innovation, LLC for $107 million.

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in 2023 related to a Mission Solutions joint venture and 2 infrastructure joint ventures.

We have a common stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of December 31, 2023, over 10 million shares could still be purchased under the existing stock repurchase program, although we do not have any immediate intent to begin such repurchases.

Letters of Credit

As of December 31, 2023, letters of credit totaling $477 million were outstanding under committed lines of credit. As of December 31, 2023, letters of credit totaling $918 million were outstanding under uncommitted lines of credit including letters of credit totaling $345 million for two lump-sum projects in Kuwait that are substantially complete except for the resolution of unapproved change orders and extension of time claims. 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

The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $15 billion as of December 31, 2023.

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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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have cash and marketable securities on deposit with major banks throughout the world. Such deposits are placed with high quality institutions and the amounts invested in any single institution are limited to the extent possible in order to minimize concentration of counterparty credit risk. Marketable securities may consist of time deposits, registered money market funds, U.S. agency securities, U.S. Treasury securities, commercial paper, non-U.S. government securities and corporate debt securities. We have not incurred any credit risk losses related to deposits in cash or investments in marketable securities.

Certain of our contracts are subject to foreign currency risk. We limit exposure to foreign currency fluctuations in most of our contracts through provisions that specify client payments in currencies corresponding to the currency in which cost is expected to be incurred. As a result, we generally have limited situations in which we have to mitigate foreign currency exposure with derivatives.

Our results reported by foreign subsidiaries with non-U.S. dollar functional currencies are also affected by foreign currency volatility. When the U.S. dollar appreciates against the non-U.S. dollar functional currencies of these subsidiaries, our reported revenue, cost and earnings, after translation into U.S. dollars, are lower than what they would have been had the U.S. dollar depreciated against the same foreign currencies or if there had been no change in the exchange rates.

Our long-term debt typically features a fixed-rate coupon. The fees we pay on our outstanding letters of credit are also fixed rates based on our credit spread. Therefore, our exposure to floating interest rates is not material. However, in the future, any new debt issuances could be exposed to increasing interest rates or feature floating interest rates.

Item 8. Financial Statements and Supplementary Data

The information required by this Item is submitted as a separate section of this Form 10-K as described in Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As defined in Rule 13a-15 and 15d-15 of the Exchange Act, our management, with the participation of our CEO and CFO, is responsible for establishing and maintaining disclosure controls and procedures. These controls and procedures should be designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the CEO and CFO, to allow timely decisions regarding required disclosure.

Based on their evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate ICFR that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Our management, including our CEO and CFO, conducted an assessment of the effectiveness of our ICFR as of December 31, 2023 based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) and concluded that our ICFR was effective.

Ernst & Young LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our ICFR. Their report follows this management report.

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Changes in Internal Control over Financial Reporting

There have been no changes in our ICFR during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our ICFR.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fluor Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Fluor Corporation’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Fluor Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

February 20, 2024

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Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors, Executive Officers, Promoters and Control Persons

The information required by Paragraph (a), and Paragraphs (c) through (g) of Item 401 of Regulation S-K (except for information required by Paragraphs (d) — (f) of that Item to the extent the required information pertains to our executive officers) and Item 405 of Regulation S-K will be set forth in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year (our "Proxy Statement") and is incorporated herein by reference. The information required by Paragraph (b) of Item 401 of Regulation S-K, as well as the information required by Paragraphs (d) — (f) of that Item to the extent the required information pertains to our executive officers, is set forth herein at Part I, Item 1 of this 2023 10-K under the heading "Information about our Executive Officers."

Code of Ethics

We have long maintained and enforced a Code of Business Conduct and Ethics that applies to all employees, including our CEO, CFO and CAO. A copy of our Code of Business Conduct and Ethics, as amended, has been posted on the "Sustainability" — "Ethics and Compliance" portion of our website (www.fluor.com).

We have disclosed and intend to continue to disclose any changes or amendments to our code of ethics or waivers from our code of ethics applicable to our CEO, CFO and CAO by posting such changes or waivers to our website.

Corporate Governance

We have adopted corporate governance guidelines, which are available under "Sustainability" on our website (www.fluor.com). Information regarding the Audit Committee is hereby incorporated by reference from the information that will be contained in our Proxy Statement.

Item 11. Executive Compensation

Information required by this item will be included in our Proxy Statement, which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides information as of December 31, 2023 with respect to the shares of common stock that may be issued under our equity compensation plans:

Equity compensation plans not approved by stockholders(2) 336,784 $16.55(3) —

_______________________________________________________________________________

(1)Consists of (a) the Amended and Restated 2008 Executive Performance Incentive Plan, under which 1,686,044 shares are issuable upon exercise of outstanding options, and under which no shares remain for future issuance; (b) the 2017 Performance Incentive Plan, under which 1,258,429 shares are issuable upon exercise of outstanding options, and under which no shares remain available for issuance; (c) the 2020 Performance Incentive Plan, under which 910,716 shares are issuable upon exercise of outstanding options, 864,071 shares are issuable upon vesting of outstanding RSUs, 1,315,580 shares are issuable if specified performance targets are met under outstanding performance-based award units, and under which 8,364,067 remain available for issuance; (d) 11,974, 30,082 and 57,582 vested RSUs under the 2008 Executive Performance Plan, 2017 Performance Incentive Plan and 2020 Performance Incentive Plan, respectively, that were deferred by non-associate directors participating in the 409A Director Deferred Compensation Program that are

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distributable in the form of shares; and (e) 193,563 vested RSUs and performance-based award units deferred by executive officers under the 2008 Executive Performance Incentive Plan.

(2)Consists of inducement awards made to Mr. David E. Constable in connection with his appointment as CEO in 2021.

(3)Weighted-average exercise price of outstanding options only.

The additional information required by this item will be included in our Proxy Statement, which information is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required by this item will be included in our Proxy Statement, which information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information required by this item will be included in our Proxy Statement, which information is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)Documents filed as part of this 2023 10-K:

1.Financial Statements:

Our consolidated financial statements at December 31, 2023 and 2022 and for each of the 3 years in the period ended December 31, 2023, together with the report of our independent registered public accounting firm on those consolidated financial statements are hereby filed as part of this 2023 10-K, beginning on page F-1.

2.Financial Statement Schedules:

No financial statement schedules are presented since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

3.Exhibits:

EXHIBIT INDEX

Exhibit Description

4.8 Form of 1.125% Convertible Senior Note due 2029 (included in Exhibit 4.7).

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Exhibit Description

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Exhibit Description

21.1 Subsidiaries of the registrant.*

23.1 Consent of Independent Registered Public Accounting Firm.*

97.1 Compensation Recoupment (Clawback) Policy for Executive Officers.* **

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.*

_______________________________________________________________________________

* Exhibit filed with this report.

** Management contract or compensatory plan or arrangement.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statement of Operations for the years ended December 31, 2023, 2022 and 2021, (ii) the Consolidated Balance Sheet at December 31, 2023 and December 31, 2022, (iii) the Consolidated Statement of Cash Flows for

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the years ended December 31, 2023, 2022 and 2021 and (iv) the Consolidated Statement of Equity for the years ended December 31, 2023, 2022 and 2021.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 2023 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

FLUOR CORPORATION

By: /s/ JOSEPH L. BRENNAN

Joseph L. Brennan,Chief Financial Officer

February 20, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this 2023 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Signature Title Date

Principal Executive Officer and Director:

/s/ DAVID E. CONSTABLE

David E. Constable Chairman and Chief Executive Officer February 20, 2024

Principal Financial Officer:

/s/ JOSEPH L. BRENNAN

Joseph L. Brennan Chief Financial Officer February 20, 2024

Principal Accounting Officer:

/s/ JOHN C. REGAN

John C. Regan Chief Accounting Officer February 20, 2024

Other Directors:

/s/ ALAN M. BENNETT

Alan M. Bennett Director February 20, 2024

/s/ ROSEMARY T. BERKERY

Rosemary T. Berkery Director February 20, 2024

/s/ H. PAULETT EBERHART

H. Paulett Eberhart Director February 20, 2024

/s/ LISA GLATCH

Lisa Glatch Director February 20, 2024

/s/ JAMES T. HACKETT

James T. Hackett Director February 20, 2024

/s/ THOMAS C. LEPPERT

Thomas C. Leppert Director February 20, 2024

/s/ TERI P. MCCLURE

Teri P. McClure Director February 20, 2024

/s/ ARMANDO J. OLIVERA

Armando J. Olivera Director February 20, 2024

/s/ MATTHEW K. ROSE

Matthew K. Rose Director February 20, 2024

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FLUOR CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F-2

Consolidated Statement of Operations F-4

Consolidated Statement of Comprehensive Income (Loss) F-5

Consolidated Balance Sheet F-6

Consolidated Statement of Cash Flows F-7

Consolidated Statement of Changes in Equity F-8

Notes to Consolidated Financial Statements F-9

F-1

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fluor Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fluor Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

Critical Audit Matter

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

Long-term revenue recognition on certain engineering and construction contracts

F-2

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/s/ Ernst & Young LLP

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

Dallas, Texas

February 20, 2024

F-3

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FLUOR CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31,

Gain (loss) on pension settlement — 42 (198)

Foreign currency gain (loss) (98) 25 (13)

Interest expense (60) (59) (90)

Earnings (loss) from Cont Ops before taxes 315 244 (346)

Net earnings (loss) from Cont Ops 79 73 (366)

Less: Net earnings (loss) from Cont Ops attributable to NCI (60) (72) 39

Net earnings (loss) from Cont Ops attributable to Fluor 139 145 (405)

Net earnings (loss) from Disc Ops attributable to Fluor — — (35)

Net earnings (loss) attributable to Fluor $ 139 $ 145 $ (440)

Less: Dividends on CPS 29 39 24

Less: Make-whole payment on conversion of CPS 27 — —

Net earnings (loss) available to Fluor common stockholders $ 83 $ 106 $ (464)

Basic EPS available to Fluor common stockholders

Net earnings (loss) from Cont Ops $ 0.55 $ 0.75 $ (3.04)

Net earnings (loss) from Disc Ops — — (0.25)

Diluted EPS available to Fluor common stockholders

Net earnings (loss) from Cont Ops $ 0.54 $ 0.73 $ (3.04)

Net earnings (loss) from Disc Ops — — (0.25)

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

F-4

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FLUOR CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Year Ended December 31,

Net earnings (loss) from Cont Ops 79 73 (366)

Net earnings (loss) from Disc Ops — — (35)

OCI, net of tax:

Foreign currency translation adjustment 99 (27) (38)

Ownership share of equity method investees' OCI (7) 31 (2)

DB plan adjustments 2 5 101

Unrealized gain (loss) on hedges — (7) (9)

Total OCI, net of tax 94 2 52

Less: Comprehensive income (loss) attributable to NCI (63) (47) 40

Comprehensive income (loss) attributable to Fluor $ 236 $ 122 $ (389)

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

F-5

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FLUOR CORPORATION

CONSOLIDATED BALANCE SHEET

ASSETS

Current assets

Cash and cash equivalents ($491 and $706 related to VIEs) $ 2,519 $ 2,439

Marketable securities ($0 and $130 related to VIEs) 69 185

Other current assets ($50 and $30 related to VIEs) 347 396

Noncurrent assets

Deferred compensation trusts 241 234

LIABILITIES AND EQUITY

Current liabilities

Short-term debt and current portion of long-term debt — 152

Accrued salaries, wages and benefits ($25 and $24 related to VIEs) 653 626

Other accrued liabilities ($73 and $46 related to VIEs) 657 679

Other noncurrent liabilities ($20 and $54 related to VIEs) 530 564

Contingencies and commitments

Equity

Shareholders' equity

Total liabilities and equity $ 6,973 $ 6,827

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

F-6

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FLUOR CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31,

OPERATING CASH FLOW

Net earnings (loss) from Cont Ops $ 79 $ 73 $ (401)

(Gain) loss on pension settlement — (42) 198

Depreciation and amortization 74 73 74

Stock-based compensation 48 19 32

Changes in assets and liabilities (114) (46) (197)

INVESTING CASH FLOW

Purchases of marketable securities (426) (428) (149)

Proceeds from sales and maturities of marketable securities 285 364 45

Capital expenditures (106) (75) (75)

Proceeds from sales of assets (net of cash divested) (5) 95 146

Investments in partnerships and joint ventures (33) (53) (80)

FINANCING CASH FLOW

Proceeds from issuance of 2029 Notes, net of issuance costs 560 — —

Capped call transactions related to 2029 Notes (73) — —

Purchases and retirement of debt (249) (41) (525)

Proceeds from NuScale de-SPAC transaction — 341 —

Proceeds from sale of NuScale interest — 107 —

Proceeds from issuance of CPS — — 582

Dividends paid on CPS (29) (39) (19)

Make-whole payment on conversion of CPS (27) — —

Distributions paid to NCI (53) (60) (109)

Capital contributions by NCI 10 21 202

Effect of exchange rate changes on cash 18 (38) (15)

Increase in cash and cash equivalents 80 230 10

Cash and cash equivalents at beginning of year 2,439 2,209 2,199

Cash and cash equivalents at end of year $ 2,519 $ 2,439 $ 2,209

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

F-7

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FLUOR CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Shares Amount Shares Amount

Dividends on CPS ($32.50 per share) — — — — — — (19) (19) — (19)

Capital contributions by NCI, net of distributions — — — — — — — — 93 93

Stock-based plan activity — — — — 28 — — 28 — 28

OCI — — — — — 1 — 1 1 2

Dividends on CPS ($65.00 per share) — — — — — — (39) (39) — (39)

Distributions by NCI, net of capital contributions — — — — — — — — (39) (39)

Sale of NuScale units to NCI — — — — 107 — — 107 — 107

Other NCI transactions — — — — 20 — — 20 1 21

Stock-based plan activity — — 1 — 13 — (1) 12 — 12

Net earnings (loss) — $ — — $ — $ — $ — $ 139 $ 139 $ (60) $ 79

Dividends on CPS ($48.75 per share) — — — — — — (29) (29) — (29)

Capped call transactions related to 2029 Notes — — — — (73) — — (73) — (73)

Distributions to NCI, net of contributions — — — — — — — — (43) (43)

Other NCI transactions — — — — 14 — — 14 7 21

Stock-based plan activity — — 1 — 33 — — 33 — 33

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

F-8

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. Description of Business

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

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

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

Urban Solutions provides EPC and project management services to the advanced technologies and manufacturing, life sciences, mining and metals, and infrastructure industries, as well as professional staffing services. In the first quarter of 2023, we decided to retain Stork's North American operations, which largely consists of our operations and maintenance business owned by Fluor prior to our acquisition of Stork. This business, renamed Plant & Facility Services, is included in our Urban Solutions segment for all periods presented.

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

Our other operations include AMECO, Stork and NuScale, in which we are the majority investor. NuScale has developed SMR technology that is NRC approved.

In 2023, we sold Stork's Latin American business as well as our AMECO South America operations, thereby completing the divestiture of our equipment business.

2. NuScale Reverse Recapitalization

In the second quarter of 2022, NuScale became a public company (NYSE ticker:SMR) through a reverse recapitalization with a public shell company, Spring Valley Acquisition Corporation, resulting in the net receipt of $341 million of cash and the assumption of $48 million of warrant liabilities exercisable for shares of SMR. We continue to consolidate NuScale.

3. Significant Accounting Policies

Principles of Consolidation

The financial statements include the accounts of Fluor Corporation and its subsidiaries. All intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in 2022 and 2021 have been reclassified to conform to the 2023 presentation. Certain amounts in tables may not total or agree to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to December 31, 2023 through the filing date of the 2023 10-K.

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

F-9

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

Use of Estimates

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

Earnings Per Share

Potentially dilutive securities include convertible debt, stock options, RSUs, performance-based award units and, prior to their conversion in 2023, our CPS. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the if-converted and treasury stock methods. In computing diluted EPS, only securities that are actually dilutive are included.

Foreign Currency Translation

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

Revenue Recognition

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

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

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

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

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

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

Project Estimates

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

•Complexity in original design;

•Extent of changes from original design;

•Different site conditions than assumed in our bid;

•The productivity, availability and skill level of labor;

•Limitations associated with workforce distancing;

•Weather conditions when executing a project;

•The technical maturity of the technologies involved;

•Length of time to complete the project;

•Availability and cost of equipment and materials;

•Subcontractor and joint venture partner performance;

•Expected costs of warranties; and

•Our ability to recover for additional contract costs.

Contract Assets and Liabilities

Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) and contract work in progress (typically for fixed-price contracts). Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are recognized as accounts receivable when they are billed. Advances that are payments on account of contract assets are deducted from contract assets. We anticipate that substantially all incurred cost associated with contract assets as of December 31, 2023 will be billed and collected within 1 year. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date.

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

Segment Reporting

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

Segment profit is an earnings measure that we utilize to evaluate and manage our business performance. Segment profit is calculated as revenue less cost of revenue and earnings attributable to NCI.

Variable Interest Entities

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

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

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

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

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

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

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

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

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

Cash and Cash Equivalents

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

Marketable Securities

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

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FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

Research and Development

We have a controlling interest in NuScale, a research and development operation associated with the licensing and commercialization of SMR technology. Since May 2014, NuScale has been receiving reimbursement from the DOE for certain qualified expenditures under cost-sharing award agreements that require NuScale to use the DOE funds to cover engineering costs associated with SMR design development and certification. Costs incurred by NuScale are expensed as incurred, net of qualifying DOE reimbursements, and reported in "Cost of revenue". The U.S. Nuclear Regulatory Commission approved NuScale's design certification application in August 2020. Aside from NuScale, we generally do not engage in significant research and development activities.

Property, Plant and Equipment

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

Estimated Useful Service Lives

Building and leasehold improvements 6 – 20

Machinery and equipment 2 – 10

Furniture and fixtures 2 – 10

Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite lives are not amortized but are subject to at-least-annual impairment tests during the fourth quarter. For impairment testing, goodwill is allocated to the applicable reporting units based on the current reporting structure. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount. If so, we perform a quantitative test, and if the carrying amount of a reporting unit exceeds its fair value, we recognize an impairment loss. Intangible assets with indefinite lives are impaired if their carrying value exceeds their fair value. Acquired in-process research and development associated with our investment in NuScale is considered indefinite lived until the related technology is available for commercial use.

Interim impairment testing of goodwill and intangible assets is performed if indicators of potential impairment exist. Such indicators may include the results of operations of certain businesses and geographies and the performance of our stock price.

Intangible assets with finite lives are amortized on a straight-line basis over their useful lives.

Income Taxes

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

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

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

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FLUOR CORPORATION

FLR US Equity

FLR · 10-K · period ended 2023-12-31

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

FLR US Equity☆

FLR · 10-K · period ended 2023-12-31

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

FLR US Equity