0001124198false00011241982024-05-012024-05-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 1, 2024
 
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware 001-16129 33-0927079
(State or other jurisdiction of
incorporation or organization)		 (Commission File Number) (IRS Employer Identification
Number)
 
6700 Las Colinas Blvd. 
Irving,Texas75039
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (469) 398-7000

 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareFLRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                         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



Item 2.02.  Results of Operations and Financial Condition.
 
On May 3, 2024, Fluor Corporation (the “Company”) announced its financial results for the quarter ended March 31, 2024. A copy of the press release (the “Earnings Release”) making this announcement is attached hereto as Exhibit 99.1.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.
 
The Company includes backlog and new awards data in the Earnings Release. Backlog is a measure of the total dollar value of work to be performed on contracts awarded and in progress. 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. New awards measure the total dollar value of work to be performed on contracts awarded in the period. Backlog and new awards measures are regularly reported in the construction industry.

Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On May 1, 2024, at the Company's annual meeting of stockholders (the “Annual Meeting”), the Company's stockholders (i) elected Alan M. Bennett, Rosemary T. Berkery, David E. Constable, H. Paulett Eberhart, Lisa Glatch, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J. Olivera and Matthew K. Rose to the Board to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2024 Proxy Statement, as filed with the Securities and Exchange Commission on March 13, 2024 (the “2024 Proxy Statement”); and (iii) ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2024.

The final voting results for the ten director nominees described in the 2024 Proxy Statement were as follows:

Director Nominee
For
Against
Abstain
Broker Non-Votes
Alan M. Bennett
132,981,6124,709,380210,48014,217,386
Rosemary T. Berkery
134,482,3013,210,164209,00714,217,386
David E. Constable
135,786,5861,927,233187,65314,217,386
H. Paulett Eberhart
122,294,96115,395,066211,44514,217,386
Lisa Glatch137,322,149371,949207,37414,217,386
James T. Hackett
132,817,8194,872,749210,90414,217,386
Thomas C. Leppert
136,869,473827,036204,96314,217,386
Teri P. McClure
136,400,5271,278,642222,30314,217,386
Armando J. Olivera135,397,1922,276,528227,75214,217,386
Matthew K. Rose
134,404,2753,286,518210,67914,217,386

The final voting results for proposal 2 described in the 2024 Proxy Statement were as follows:

Proposal
For
Against
Abstain
Broker Non-Votes
Advisory vote to approve the Company’s executive compensation
127,174,52010,279,999446,95314,217,386

The final voting results for proposal 3 described in the 2024 Proxy Statement were as follows:

Proposal
For
Against
Abstain
Broker Non-Votes
Ratification of the appointment of Ernst & Young LLP
145,872,1055,899,821346,932–


2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit
Number		 Description
99.1 
104Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.
3

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 3, 2024
FLUOR CORPORATION
  
 By:/s/Joseph L. Brennan
  Joseph L. Brennan
  Chief Financial Officer

4


Fluor CorporationBrett TurnerExhibit 99.1
6700 Las Colinas BlvdMedia Relations
Irving, Texas 75039864.281.6976 tel
469.398.7000 main telJason Landkamer
Investor Relations
469.398.7222 tel
image_0.jpg
News Release

FLUOR REPORTS FIRST QUARTER 2024 RESULTS

•New awards of $7.0 billion, 97% reimbursable
•Ending backlog increased 28% to $32.7 billion, 80% reimbursable
•Expect divestiture of non-core businesses by end of Q2
•Company affirms its 2024 adjusted EPS and adjusted EBITDA guidance

IRVING, Texas (May 3, 2024) - Fluor Corporation (NYSE: FLR) announced financial results for its first quarter ended March 31, 2024. Revenue for the quarter was $3.7 billion and net income attributable to Fluor was $59 million, or $0.34 per diluted share. Consolidated segment profit[1] for the quarter was $118 million compared to a $15 million loss in the first quarter of 2023. Results for the quarter include $29 million in cost growth for a construction only subcontract executed by our joint venture entity in Mexico. Excluding the adjustments outlined in the reconciliation table at the end of this release, the company had adjusted EBITDA1 of $88 million and adjusted earnings per diluted share1 of $0.47 for the first quarter.


[1] Non-GAAP Financial Measure. See “Non-GAAP Financial Measures” for additional information.


“2024 is off to a good start with substantial new awards from clients in our Urban Solutions segment,” said David Constable, chairman and chief executive officer of Fluor. “This demand, which we believe is just beginning, drove our backlog to a level not achieved since 2019.”

1


First quarter new awards were $7.0 billion compared to $3.2 billion a year ago. Ending consolidated backlog improved to $32.7 billion compared to $25.6 billion a year ago. General and administrative expenses for the first quarter of 2024 were $59 million compared to $62 million for the same period last year. Fluor’s cash and marketable securities at the end of the quarter were $2.3 billion, not including $120 million in cash and marketable securities attributable to NuScale.

Outlook

We are not providing forward-looking guidance for U.S. GAAP net earnings or U.S. GAAP earnings per share, or a quantitative reconciliation of adjusted EBITDA or adjusted EPS guidance, because we are unable to predict with reasonable certainty all of the components required to provide such reconciliation without unreasonable efforts, which are uncertain and could have a material impact on GAAP reported results for the guidance period. See “Non-GAAP Financial Measures” for additional information.

The company affirms its 2024 adjusted EBITDA guidance of $600 to $700 million and adjusted EPS of $2.50 to $3.00 per share. Guidance for 2024 is based on the volume of awards received over the past 12 months, and the strength of our prospect pipeline, including significant life sciences and semiconductor opportunities. Adjusted EPS and adjusted EBITDA guidance exclude items similar to those outlined in the reconciliation table at the end of this release.


Business Segments

Energy Solutions reported a profit of $68 million in the first quarter compared to $88 million in the first quarter of 2023. Results for the quarter reflect $29 million in cost growth for delays, craft labor and material escalation on a construction only subcontract executed by our joint venture entity in Mexico. The joint venture is working with the client to establish a commercial resolution to project impacts. The company has also reached substantial completion on the legacy offshore project for Shell and are handing the FPSO platform over to the client later this month. Revenue for the quarter decreased to $1.4 billion from $1.6 billion a year ago. New awards in the quarter totaled $716 million, compared to $712 million in the first quarter of 2023. Ending backlog was $9.3 billion compared to $8.6 billion a year ago.
2




Urban Solutions reported a profit of $50 million in the first quarter compared to a $20 million loss in the first quarter of 2023. Results reflect increased execution activities on multiple projects in life sciences, metals and semiconductors. Revenue for the first quarter increased to $1.5 billion from $1.2 billion a year ago. New awards for the quarter increased to $4.9 billion from $1.8 billion a year ago. Awards for the quarter include a $3.2 billion EPCM award for the full notice to proceed on the Eli Lilly manufacturing facility in Indiana that broke ground in 2023, approximately $740 million for Fluor’s portion of the Centinela copper-gold mining operation in Chile, and a renewal of a maintenance services alliance agreement supported by Fluor for over 40 years. Ending backlog increased nearly 75% to $18.6 billion compared to $10.7 billion a year ago.


Mission Solutions reported a profit of $22 million in the first quarter compared to $7 million in the first quarter of 2023. Revenue for the first quarter decreased to $601 million from $649 million a year ago. New awards for the quarter totaled $1.1 billion, compared to $331 million in the first quarter of 2023, and include a $409 million contract for the Air Force Contract Augmentation Program V. Ending backlog was $4.4 billion compared to $5.2 billion a year ago. Backlog does not reflect ongoing contributions from projects related to our equity method investments.



The Other segment, which includes the remaining Stork and AMECO businesses and Fluor’s 55% ownership in NuScale, reported revenue of $222 million and a loss of $22 million. Segment results for the quarter include $31 million for NuScale expenses and a gain of $11 million from the sale of Stork’s continental operations in Europe. In the second quarter of 2024, the company may complete the sale of Stork’s operations in the U.K., based upon our entry into a definitive sale agreement.


Conference Call

Fluor will host a conference call at 8:30 a.m. Eastern on Friday, May 3, 2024 which will be webcast live and can be accessed by logging onto investor.fluor.com. The call will also be accessible by telephone at 888-800-3960 (U.S./Canada) or +1 646-307-1852. The conference ID is 4438700.
3



A replay of the webcast will be available for 30 days.

Non-GAAP Financial Measures

This news release contains discussions of consolidated segment profit (loss), adjusted net earnings, adjusted EPS and adjusted EBITDA that are non-GAAP financial measures under SEC rules. Segment profit (loss) is calculated as revenue less cost of revenue and earnings attributable to noncontrolling interests. The company believes that segment profit (loss) provides a meaningful perspective on its business results as it is the aggregation of individual segment profit measures that the company utilizes to evaluate and manage its business performance. Adjusted net earnings is defined as net earnings from core operations excluding NuScale profit (loss) and the impacts of foreign exchange fluctuations, impairments and certain items that management believes are unrelated to actual normalized operational performance. Net earnings from core operations is net earnings attributable to Fluor excluding the results of our remaining Stork and AMECO businesses that are no longer classified as discontinued operations but that continue to be marketed for sale or that have been sold. Adjusted EPS is defined as adjusted net earnings divided by adjusted weighted average diluted shares outstanding. Adjusted weighted average diluted shares outstanding assumes the conversion of our convertible preferred stock. Adjusted EBITDA is defined as net earnings from operations before interest, income taxes, depreciation and amortization (EBITDA), further adjusted by the same items excluded from adjusted net earnings. The company believes adjusted net earnings, adjusted EPS and adjusted EBITDA allow investors to evaluate the company’s ongoing earnings on a normalized basis and make meaningful period-over-period comparisons. However, non-GAAP measures have limitations as analytical tools and should not be considered in isolation from or a substitute for measures of financial performance prepared in accordance with U.S. GAAP. In addition, these non-GAAP measures are not necessarily comparable to similarly titled measures reported by other companies. Reconciliations of consolidated segment profit (loss), adjusted net earnings, adjusted EPS and adjusted EBITDA to the most comparable GAAP measures are included in the press release tables. The company is unable to provide a reconciliation of its adjusted EPS and adjusted EBITDA guidance to the most comparable GAAP measure without unreasonable efforts because it is unable to predict with reasonable certainty all of the components required to provide such reconciliation, including the impact of foreign exchange
4


fluctuations, which are uncertain and could have a material impact on GAAP reported results for the guidance period.


About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 30,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $15.5 billion in 2023 and is ranked 303 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years. For more information, please visit Fluor.com or follow Fluor on Facebook, LinkedIn, X and YouTube.

Forward-Looking Statements: This release may contain forward-looking statements (including without limitation statements to the effect that the Company or its management "will," "believes," "expects," “anticipates,” "plans" or other similar expressions). These forward-looking statements, including statements relating to strategic and operation plans, future growth, new awards, backlog, earnings and the outlook for the company’s business.

Actual results may differ materially as a result of a number of factors, including, among other things, the cyclical nature of many of the markets the Company serves; the Company's failure to receive new contract awards; cost overruns, project delays or other problems arising from project execution activities, including the failure to meet cost and schedule estimates; intense competition in the industries in which we operate; the inability to hire and retain qualified personnel; failure of our joint venture or other partners to perform their obligations; the failure of our suppliers, subcontractors and other third parties to adequately perform services under our contracts; cyber-security breaches; possible information technology interruptions; foreign economic and political uncertainties; client cancellations of, or scope adjustments to, existing contracts; failure to maintain safe worksites and international security risks; risks or uncertainties associated with events outside of our control, including weather conditions, pandemics, public health crises, political crises or other catastrophic events; the use of estimates in preparing our financial statements; client delays or defaults in making payments; uncertainties, restrictions and regulations impacting our government contracts; the potential impact of certain tax matters; the Company's ability to secure appropriate insurance; liabilities associated with the performance of nuclear services; foreign currency risks; the loss of one or a few clients that account for a significant portion of the Company's revenues; failure to adequately protect intellectual property rights; climate change, natural disasters and related environmental issues; increasing scrutiny with respect to sustainability practices; risks related to our indebtedness; the availability of credit and restrictions imposed by credit facilities, both for the Company and our clients, suppliers, subcontractors or other partners; possible limitations on bonding or letter of credit capacity; failure to obtain favorable results in existing or future litigation and regulatory proceedings, dispute resolution proceedings or claims,
5


including claims for additional costs; failure by us or our employees, agents or partners to comply with laws; new or changing legal requirements, including those relating to environmental, health and safety matters; and restrictions on possible transactions imposed by our charter documents and Delaware law. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections.




6


SUMMARY OF FINANCIALS AND U.S. GAAP RECONCILIATION OF CONSOLIDATED SEGMENT PROFIT (LOSS)(1)
THREE MONTHS ENDED MARCH 31,
(in millions)20242023
Revenue
Energy Solutions$1,432 $1,612 
Urban Solutions1,479 1,208 
Mission Solutions601 649 
Other222 283 
Total revenue$3,734 $3,752 
Segment profit (loss) $ and margin %
Energy Solutions$68 4.7%$88 5.5%
Urban Solutions50 3.4%(20)(1.7)%
Mission Solutions22 3.7%7 1.1%
Other(22)NM(90)NM
Total segment profit (loss) $ and margin %$118 3.2%$(15)(0.4)%
G&A(59)(62)
Foreign currency gain (loss)12 (41)
Interest income (expense), net39 41 
Earnings (loss) attributable to NCI(19)(23)
Earnings (loss) before taxes91 (100)
Income tax expense(51)(30)
Net earnings (loss)40 (130)
Less: Net earnings (loss) attributable to NCI(19)(23)
Net earnings (loss) attributable to Fluor$59 $(107)
New awards
Energy Solutions$716 $712 
Urban Solutions4,873 1,775 
Mission Solutions1,145 331 
Other284 416 
Total new awards$7,018 $3,234 
New awards related to projects located outside of the U.S.27%53%
(in millions)March 31,
2024		March 31,
2023
Backlog
Energy Solutions$9,259 $8,558 
Urban Solutions18,603 10,656 
Mission Solutions4,389 5,238 
Other488 1,171 
Total backlog$32,739 $25,623 
Backlog related to projects located outside of the U.S.56%49%
Backlog related to reimbursable projects80%64%
(1) Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences.



7


SUMMARY OF CASH FLOW INFORMATION
Three Months Ended
March 31,
(in millions)20242023
OPERATING CASH FLOW$(111)$(161)
INVESTING CASH FLOW
Proceeds from sales and maturities (purchases) of marketable securities(5)11 
Capital expenditures(34)(20)
Proceeds from sale of assets (including AMECO-South America in 2023)30 22 
Investments in partnerships and joint ventures(13)(2)
Other— 2 
Investing cash flow(22)13 
FINANCING CASH FLOW
Purchases and retirement of debt(10)(137)
Dividends paid on CPS— (10)
Other(16)(14)
Financing cash flow(26)(161)
Effect of exchange rate changes on cash(25)7 
Increase (decrease) in cash and cash equivalents(184)(302)
Cash and cash equivalents at beginning of period2,519 2,439 
Cash and cash equivalents at end of period$2,335 $2,137 
Cash paid during the period for:
Interest$20 $19 
Income taxes (net of refunds)46 24 























8


RECONCILIATION OF U.S. GAAP NET EARNINGS (LOSS) TO ADJUSTED NET EARNINGS AND U.S. GAAP EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE (1)
THREE MONTHS ENDED MARCH 31,
(In millions, except per share amounts)20242023
Net earnings (loss) attributable to Fluor$59 $(107)
Less: Dividends on CPS— 10
Net earnings (loss) available to Fluor common stockholders$59 $(117)
Exclude: Stork and AMECO businesses marketed for sale8 64
Exclude: Tax expense on Stork and AMECO— — 
Net earnings (loss) from core operations*67 (53)
Add (less):
Dividends on CPS$— $10 
NuScale (profit) loss31 26 
ICA Fluor embedded derivatives(7)39 
Tax expense (benefit) on ICA Fluor embedded derivatives2 (11)
Foreign currency (gain) loss(12)41 
Tax expense (benefit) on Canadian foreign currency gain/loss2 1 
Tax expense (benefit) on Mexican foreign currency gain/loss(2)(10)
SEC investigation — 5 
Adjusted Net Earnings$81 $48 
Diluted EPS available to Fluor common stockholders$0.34 $(0.82)
Adjusted EPS$0.47 $0.28 
Weighted average diluted shares outstanding173142 
Assumed conversion of CPS— 27 
Assumed issuance of shares under equity awards2 5 
Adjusted weighted average diluted shares outstanding175174
*Core operations excludes the results of our Stork business and remaining AMECO equipment business that no longer meet all of the requirements to be classified discontinued operations but that continue to be marketed for sale.
(1) Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences.




9


RECONCILIATION OF U.S. GAAP NET EARNINGS (LOSS) TO ADJUSTED EBITDA (1)
THREE MONTHS ENDED MARCH 31,
(in millions)20242023
Net earnings (loss) attributable to Fluor$59 $(107)
Interest income(39)(41)
Tax expenses51 30 
Depreciation & amortization18 18 
EBITDA$89 $(100)
Adjustments:
Other: NuScale, Stork and AMECO expenses$18 $86 
Energy Solutions: Embedded foreign currency derivative (gains)/losses(7)39 
G&A: Foreign currency (gain) loss(12)41 
G&A: SEC investigation— 5 
Adjusted EBITDA$88 $71 
(1) Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences.


10
v3.24.1.u1
Cover Document
May 01, 2024
Cover [Abstract]  
Entity Address, Address Line One 6700 Las Colinas Blvd.
Title of 12(b) Security Common Stock, $.01 par value per share
Entity Address, Postal Zip Code 75039
Entity Registrant Name FLUOR CORPORATION
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date May 01, 2024
Entity File Number 001-16129
Entity Tax Identification Number 33-0927079
City Area Code 469
Local Phone Number 398-7000
Trading Symbol FLR
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Address, City or Town Irving,
Entity Address, State or Province TX
v3.24.1.u1
Cover Non-printing
May 01, 2024
Cover [Abstract]  
Entity Central Index Key 0001124198
Amendment Flag false
Fluor (PK) (USOTC:FLRAP)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Fluor (PK) Charts.
Fluor (PK) (USOTC:FLRAP)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Fluor (PK) Charts.