10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

Or

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

For the transition period from          to          

Commission File Number:  1-16129

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		33-0927079
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
6700 Las Colinas Boulevard
Irving,	Texas	75039
(Address of principal executive offices)		(Zip Code)

469-398-7000

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share	FLR	New York Stock Exchange

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

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

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

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

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

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

As of April 28, 2023, 143,237,347 shares of the registrant’s common stock, $0.01 par value, were outstanding.

FLUOR CORPORATION

FORM 10-Q

TABLE OF CONTENTS			PAGE
	Glossary of Terms		2
Part I:	Financial Information
	Item 1:	Condensed Consolidated Financial Statements (Unaudited)
		Statement of Operations	3
		Statement of Comprehensive Income (Loss)	4
		Balance Sheet	5
		Statement of Cash Flows	6
		Statement of Changes in Equity	7
		Notes to Financial Statements	8
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3:	Quantitative and Qualitative Disclosures about Market Risk	28
	Item 4:	Controls and Procedures	28
	Changes in Consolidated Backlog (Unaudited)		29
Part II:	Other Information
	Item 1:	Legal Proceedings	30
	Item 1A:	Risk Factors	30
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 4:	Mine Safety Disclosures	30
	Item 6:	Exhibits	31
Signatures			32

1

Glossary of Terms

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

Abbreviation/Term	Definition
2022 10-K	Annual Report on Form 10-K for the year ended December 31, 2022
2022 Quarter	Three months ended March 31, 2022
2023 Quarter	Three months ended March 31, 2023
3ME	Three months ended
AMECO	American Equipment Company, Inc.
AOCI	Accumulated other comprehensive income (loss)
APIC	Additional paid-in capital
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
CFM	Customer-furnished materials
COVID	Coronavirus pandemic
CPS	Convertible preferred stock
CTA	Currency translation adjustment
DB plan	Defined benefit pension plan
DOE	U.S. Department of Energy
DOJ	U.S. Department of Justice
EPC	Engineering, procurement and construction
EPS	Earnings (loss) per share
Exchange Act	Securities Exchange Act of 1934
Fluor	Fluor Corporation and subsidiaries
G&A	General and administrative expense
GAAP	Accounting principles generally accepted in the United States
ICFR	Internal control over financial reporting
IT	Information technology
LNG	Liquefied natural gas
NCI	Noncontrolling interests
NM	Not meaningful
NRC	U.S. Nuclear Regulatory Commission
NuScale	NuScale Power Corporation
OCI	Other comprehensive income (loss)
PP&E	Property, plant and equipment
RSU	Restricted stock units
RUPO	Remaining unsatisfied performance obligations
SEC	Securities and Exchange Commission
SGI	Stock growth incentive awards
SMR	Small modular reactor
Stork	Stork Holding B.V. and subsidiaries
TSR	Total shareholder return
VIE	Variable interest entity

2

PART I:  FINANCIAL INFORMATION

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED

	3ME March 31,
(in millions, except per share amounts)	2023		2022
Revenue	$	3,752	$	3,122
Cost of revenue	(3,790)		(2,999)
Gross profit (loss)	(38)		123
G&A	(62)		(71)
Impairment	—		63
Foreign currency loss	(41)		(19)
Operating profit (loss)	(141)		96
Interest expense	(16)		(16)
Interest income	57		7
Earnings (loss) before taxes	(100)		87
Income tax expense	(30)		(31)
Net earnings (loss)	(130)		56
Less: Net earnings (loss) attributable to NCI	(23)		8
Net earnings (loss) attributable to Fluor	$	(107)	$	48
Less: Dividends on CPS	10		10
Net earnings (loss) available to Fluor common stockholders	$	(117)	$	38
Basic EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Diluted EPS available to Fluor common stockholders	$	(0.82)	$	0.27

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

3

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED

	3ME March 31,
(in millions)	2023		2022
Net earnings (loss)	$	(130)	$	56
OCI, net of tax:
Foreign currency translation adjustment	46		29
Ownership share of equity method investees’ OCI	(1)		1
DB plan adjustments	1		1
Unrealized gain (loss) on hedges	—		(2)
Total OCI, net of tax	46		29
Comprehensive income (loss)	(84)		85
Less: Comprehensive income (loss) attributable to NCI	(23)		8
Comprehensive income (loss) attributable to Fluor	$	(61)	$	77

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

4

FLUOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

UNAUDITED

(in millions, except share and per share amounts)	March 31, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents ($642 and $706 related to VIEs)	$	2,137	$	2,439
Marketable securities ($132 and $130 related to VIEs)	174		185
Accounts receivable, net ($149 and $196 related to VIEs)	1,088		1,109
Contract assets ($172 and $186 related to VIEs)	1,063		915
Other current assets ($25 and $30 related to VIEs)	375		396
Total current assets	4,837		5,044
Noncurrent assets
PP&E, net ($44 and $45 related to VIEs)	434		447
Investments	612		584
Deferred taxes	34		34
Deferred compensation trusts	226		234
Goodwill	206		206
Other assets ($77 and $54 related to VIEs)	281		278
Total noncurrent assets	1,793		1,783
Total assets	$	6,630	$	6,827
LIABILITIES AND EQUITY
Current liabilities
Accounts payable ($240 and $253 related to VIEs)	$	1,068	$	1,017
Short-term debt and current portion of long-term debt	16		152
Contract liabilities ($380 and $352 related to VIEs)	765		742
Accrued salaries, wages and benefits ($22 and $24 related to VIEs)	574		626
Other accrued liabilities ($46 related to VIEs in both periods)	743		679
Total current liabilities	3,166		3,216
Long-term debt	978		978
Deferred taxes	84		73
Other noncurrent liabilities ($43 and $54 related to VIEs)	495		564
Commitments and contingencies
Equity
Shareholders’ equity
Preferred stock — authorized 20,000,000 shares ($0.01 par value); issued and outstanding —600,000 shares in 2023 and 2022	—		—
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 143,237,347 and 142,322,247 shares in 2023 and 2022, respectively	1		1
APIC	1,257		1,254
AOCI	(319)		(365)
Retained earnings	780		896
Total shareholders’ equity	1,719		1,786
NCI	188		210
Total equity	1,907		1,996
Total liabilities and equity	$	6,630	$	6,827

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

5

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

	3ME March 31,
(in millions)	2023		2022
OPERATING CASH FLOW
Net earnings (loss)	$	(130)	$	56
Adjustments to reconcile net earnings to operating cash flow:
Impairment	—		(63)
Depreciation and amortization	18		15
(Earnings) loss from equity method investments, net of distributions	—		(3)
Loss (gain) on sales of assets (including AMECO-South America in 2023)	58		—
Stock-based compensation	16		13
Deferred taxes	12		1
Changes in assets and liabilities	(133)		(203)
Other	(2)		(4)
Operating cash flow	(161)		(188)
INVESTING CASH FLOW
Purchases of marketable securities	(71)		(158)
Proceeds from the sales and maturities of marketable securities	82		82
Capital expenditures	(20)		(10)
Proceeds from sales of assets (including AMECO-South America in 2023)	22		3
Investments in partnerships and joint ventures	(2)		(24)
Other	2		2
Investing cash flow	13		(105)
FINANCING CASH FLOW
Purchases and retirement of debt	(137)		—
Dividends paid on CPS	(10)		(10)
Other borrowings (debt repayments)	2		7
Distributions paid to NCI	—		(7)
Capital contributions by NCI	1		—
Taxes paid on vested restricted stock	(10)		(5)
Other	(7)		(1)
Financing cash flow	(161)		(16)
Effect of exchange rate changes on cash	7		13
Increase (decrease) in cash and cash equivalents	(302)		(296)
Cash and cash equivalents at beginning of period	2,439		2,209
Cash and cash equivalents at end of period	$	2,137	$	1,913
SUPPLEMENTAL INFORMATION:
Cash paid for interest	$	19	$	20
Cash paid for income taxes (net of refunds)	24		14

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

6

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

UNAUDITED

(in millions, except per share amounts)	Preferred Stock			Common Stock			APIC		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2022	1	$	—	142	$	1	$	1,254	$	(365)	$	896	$	1,786	$	210	$	1,996
Net earnings (loss)	—	—		—	—		—		—		(107)		(107)		(23)		(130)
OCI	—	—		—	—		—		46		—		46		—		46
Capital contributions by NCI	—	—		—	—		—		—		—		—		1		1
Other NCI transactions	—	—		—	—		2		—		—		2		—		2
Stock-based compensation	—	—		1	—		1		—		(9)		(8)		—		(8)
BALANCE AS OF MARCH 31, 2023	1	$	—	143	$	1	$	1,257	$	(319)	$	780	$	1,719	$	188	$	1,907

(in millions, except per share amounts)	Preferred Stock			Common Stock			APIC		AOCI		Retained Earnings		Total Shareholders' Equity		NCI		Total Equity
	Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2021	1	$	—	141	$	1	$	967	$	(366)	$	791	$	1,393	$	174	$	1,567
Net earnings (loss)	—	—		—	—		—		—		48		48		8		56
OCI	—	—		—	—		—		29		—		29		—		29
Distributions to NCI, net of capital contributions	—	—		—	—		—		—		—		—		(7)		(7)
Other NCI transactions	—	—		—	—		1		—		—		1		1		2
Stock-based compensation	—	—		1	—		8		—		(10)		(2)		—		(2)
BALANCE AS OF MARCH 31, 2022	1	$	—	142	$	1	$	976	$	(337)	$	829	$	1,469	$	176	$	1,645

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

7

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. Principles of Consolidation

These financial statements do not include footnotes and certain financial information presented annually under GAAP, and therefore, should be read in conjunction with our 2022 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.

The financial statements included herein are unaudited. We believe they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to March 31, 2023 through the filing date of this Q1 2023 10-Q.

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

2. Recent Accounting Pronouncements

We did not implement any new accounting pronouncements during the 2023 Quarter. However, we are evaluating the impact of the future disclosures that may arise under recent SEC and other promulgators' proposals.

3. Earnings Per Share

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

	3ME March 31,
(in millions, except per share amounts)	2023		2022
Net earnings (loss) attributable to Fluor	$	(107)	$	48
Less: Dividends on CPS	10		10
Net earnings (loss) available to Fluor common stockholders	(117)		38
Weighted average common shares outstanding	142		142
Dilutive effect:
CPS	—		—
Stock options, RSUs and performance-based award units	—		2
Weighted average diluted shares outstanding	142		144
Basic EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Diluted EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Anti-dilutive securities not included in shares outstanding:
CPS	27		27
Stock options, RSUs and performance-based award units	5		3

8

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

4. Operating Information by Segment and Geographic Area

We have 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. Beginning in the 2023 Quarter, this business line, renamed Plant & Facility Services, is included in our Urban Solutions segment for all periods presented.

	3ME March 31,
(in millions)	2023		2022
Revenue
Energy Solutions	$	1,612	$	1,174
Urban Solutions	1,208		1,061
Mission Solutions	649		593
Other	283		294
Total revenue	$	3,752	$	3,122
Segment profit (loss)
Energy Solutions	$	88	$	54
Urban Solutions	(20)		17
Mission Solutions	7		58
Other	(90)		(14)
Total segment profit (loss)	$	(15)	$	115
G&A	(62)		(71)
Impairment	—		63
Foreign currency loss	(41)		(19)
Interest income (expense), net	41		(9)
Earnings (loss) attributable to NCI	(23)		8
Earnings (loss) before taxes	$	(100)	$	87

Energy Solutions. Segment profit in the 2023 Quarter included a favorable foreign currency remeasurement effect totaling $22 million (or $0.09 per share) on a project with multiple currencies. Segment profit in the 2023 Quarter and 2022 Quarter included expense of $39 million and $13 million, respectively, related to embedded foreign currency derivatives.

Urban Solutions. Segment profit in the 2023 Quarter included a $59 million (or $0.34 per share) charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project. Intercompany revenue for our professional staffing business, excluded from the amounts shown above, was $69 million and $60 million for the 2023 Quarter and 2022 Quarter, respectively.

Mission Solutions. Segment profit in the 2023 Quarter included a $21 million (or $0.12 per share) charge for cost growth resulting from government directed change orders and the associated schedule delays on a weapons facility project.

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

	3ME March 31,
(in millions)	2023		2022
NuScale(1)	$	(29)	$	(21)
Stork	1		4
AMECO	(62)		3
Segment profit (loss)	$	(90)	$	(14)

(1) As of March 31, 2023, we had an approximate 56% ownership in NuScale.

9

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

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

Total assets by segment are as follows:

(in millions)	March 31, 2023		December 31, 2022
Energy Solutions	$	1,021	$	967
Urban Solutions	1,215		1,170
Mission Solutions	572		485
Other	516		583
Corporate	3,306		3,622
Total assets	$	6,630	$	6,827

Revenue by project location follows:

	3ME March 31,
(in millions)	2023		2022
North America	$	2,651	$	1,908
Asia Pacific (including Australia)	324		249
Europe	512		549
Central and South America	221		351
Middle East and Africa	44		65
Total revenue	$	3,752	$	3,122

5.    Impairment

We did not recognize any material impairment expense during the 2023 Quarter. During the 2022 Quarter, 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.

10

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

6. Income Taxes

The effective tax rate on earnings for the 2023 Quarter was (30.1)% compared to 35.4% for the 2022 Quarter. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

	3ME March 31
(In millions)	2023		2022
U.S. statutory federal tax expense (benefit)	$	(21)	$	18
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax effects	(3)		1
Valuation allowance	52		16
Foreign tax effects	8		2
Noncontrolling interest	5		(2)
Sale of AMECO South America	(10)		—
Other adjustments	(1)		(4)
Total income tax expense	$	30	$	31

7. Partnerships and Joint Ventures

Many of our partnership and joint venture agreements provide for capital calls to fund operations, as necessary. Investments in a loss position of $379 million and $312 million were included in other accrued liabilities as of March 31, 2023 and December 31, 2022, respectively, and consisted primarily of provision for anticipated losses on legacy infrastructure projects. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts receivable, net” was $190 million and $185 million as of March 31, 2023 and December 31, 2022, respectively.

Variable Interest Entities

The aggregate carrying value of unconsolidated VIEs (classified under both "Investments” and “Other accrued liabilities”) was a net liability of $14 million as of March 31, 2023 and a net asset of $46 million as of December 31, 2022. Some of our VIEs have debt; however, such debt is typically non-recourse to us. Our maximum exposure to loss as a result of our investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding necessary to satisfy the contractual obligations of the VIE. Future funding commitments as of March 31, 2023 for the unconsolidated VIEs were $57 million.

We are required to consolidate certain VIEs. Assets and liabilities associated with the operations of our consolidated VIEs are presented on the balance sheet. The assets of a VIE are restricted for use only for the particular VIE and are not available for our general operations. We have agreements with certain VIEs to provide financial or performance assurances to clients, as discussed elsewhere.

8. Guarantees

The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $15 billion as of March 31, 2023. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed. For lump-sum contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims. The performance guarantee obligation was not material as of March 31, 2023 and December 31, 2022.

11

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

9. Commitments and Contingencies

We and certain of our subsidiaries are subject to litigation, claims and other commitments and contingencies, including matters arising in the ordinary course of business, of which the asserted value may be significant. We record accruals in the financial statements for pending legal matters when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While it is reasonably possible that a loss may be incurred in any of the matters identified below, including a loss in excess of amounts accrued, management is unable to estimate the possible loss or range of loss or has determined such amounts to be immaterial. At present, except as set forth below, we do not expect that the ultimate resolution of any open matters will have a material adverse effect on our financial position or results of operations. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable outcomes could involve substantial monetary damages, fines, penalties and other expenditures. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position. We might also enter into an agreement to settle one or more such matters if we determine such settlement is in the best interests of our stakeholders, and any such settlement could include substantial payments.

The following disclosures for commitments and contingencies have been updated since the matter was presented in the 2022 10-K.

Fluor Australia Ltd., our wholly-owned subsidiary (“Fluor Australia”), completed a cost reimbursable engineering, procurement and construction management services project for Santos Ltd. (“Santos”) involving a large network of natural gas gathering and processing facilities in Queensland, Australia. On December 13, 2016, Santos filed an action in Queensland Supreme Court (the “Court”) against Fluor Australia, asserting various causes of action and seeking damages and/or a refund of contract proceeds paid of AUD $1.47 billion. Santos has joined Fluor to the matter on the basis of a parent company guarantee issued for the project. In March 2023, a panel of three referees appointed by the Court (the "Panel”) issued a draft, non-binding report setting forth recommendations to the Court regarding liability and damages in the lawsuit. When finalized, the Panel’s report has no legal effect unless it is adopted by the Court through an adoption hearing, and the Court can accept or reject, in whole or in part, the Panel’s recommendations. In the draft report, the Panel recommended judgment for Fluor on one of Santos’s damages claims that Santos contends has an approximate value of AUD $700 million, and recommended judgment for Santos on other claims that Santos contends have a roughly equivalent damages value (although the Panel has not yet recommended a precise amount of damages with respect to these claims and the amount of any damages is the subject of further submissions to the Panel). While the project contract contains a liability cap of approximately AUD $236 million, the Panel found that the liability cap did not apply to Santos’s claims. The Panel is expected to issue a final report later in 2023, after which the Court is expected to schedule an adoption hearing. In parallel with further action by the Panel, Fluor has submitted an application to have the Court set aside the reference to the Panel and the Panel’s recommendations on several procedural and substantive grounds, including its failure to apply the project contract’s liability cap. That application is expected to be heard in the third quarter of 2023.

Since September 2018, eleven separate purported shareholders' derivative actions were filed against current and former members of the Board of Directors, as well as certain of Fluor’s current and former executives. Fluor is named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Fluor and make substantially the same factual allegations as the securities class action matter which was resolved in 2022, as previously disclosed in our 2022 10-K, and seek various forms of monetary and injunctive relief. These actions are pending in Texas state court (District Court for Dallas County), the U.S. District Court for the District of Delaware, the U.S. District Court for the Northern District of Texas, and the Court of Chancery of the State of Delaware. Certain of these actions were consolidated, and all of these matters are currently stayed. The parties have reached an agreement for a global settlement of these matters. The settlement is subject to court approval, and the parties anticipate seeking that approval from the U.S. District Court for the Northern District of Texas.

There have been no substantive changes to the disclosures for the following commitments and contingencies since the matter was presented in the 2022 10-K.

Fluor Limited, our wholly-owned subsidiary (“Fluor Limited”), and Fluor Arabia Limited, a partially-owned subsidiary (“Fluor Arabia”), completed cost reimbursable engineering, procurement and construction management services for Sadara Chemical Company (“Sadara”) involving a large petrochemical facility in Jubail, Kingdom of Saudi Arabia. On August 23, 2019, Fluor Limited and Fluor Arabia Limited commenced arbitration proceedings against Sadara after it refused to pay invoices totaling approximately $100 million due under the contracts. As part of the arbitration proceedings, Sadara has asserted various counterclaims for damages and/or a refund of contract proceeds paid totaling $574 million against Fluor Limited and Fluor Arabia Limited.

12

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Various wholly-owned subsidiaries of Fluor, in conjunction with a partner, TECHINT, (“Fluor/TECHINT”) performed engineering, procurement and construction management services on a cost reimbursable basis for Barrick Gold Corporation involving a gold mine and ore processing facility on a site straddling the border between Argentina and Chile. In 2013 Barrick terminated the Fluor/TECHINT agreements for convenience and not due to the performance of Fluor/TECHINT. On August 12, 2016, Barrick filed a notice of arbitration against Fluor/TECHINT, demanding damages and/or a refund of contract proceeds paid of not less than $250 million under various claims relating to Fluor/TECHINT’s alleged performance. Proceedings were suspended while the parties explored a possible settlement. In August 2019, Barrick drew down $36 million of letters of credit from Fluor/TECHINT ($24 million from Fluor and $12 million from TECHINT). Thereafter, Barrick proceeded to reactivate the arbitration. Barrick and Fluor/TECHINT exchanged detailed statements of claim and counterclaim pursuant to which Barrick's claim against Fluor/TECHINT totaled $364 million net of amounts acknowledged to be due to Fluor/TECHINT.

Fluor Enterprises Inc., our wholly-owned subsidiary, (“Fluor”) in conjunction with a partner, Balfour Beatty Infrastructure, Inc., (“Balfour”) formed a joint venture known as Prairie Link Constructors JV (“PLC”) and, through it, contracted with the North Texas Tollway Authority (“NTTA”) to provide design and build services in relation to the extension of the NTTA’s President George Bush Turnpike highway (“Project”). PLC completed the Project in 2012. In October 2022, the NTTA served PLC, Fluor and Balfour with a petition, filed at Dallas County Court, demanding damages of an unquantified amount under various claims relating to alleged breaches of contract and or negligence. In its initial disclosures as part of the litigation, the NTTA stated that its damages are expected to exceed $100 million and that damages will be calculated by experts and provided in the normal course of the litigation. We have answered the petition and asserted claims for, among other things, indemnity from subcontractors.

Other Matters

In February 2020, we announced that the SEC is conducting an investigation and requested documents and information related to projects for which we recorded charges in the second quarter of 2019. In April 2020 and January 2022, Fluor received subpoenas from the U.S. DOJ seeking documents and information related to the second quarter 2019 charges; certain of the projects associated with those charges; and certain project accounting, financial reporting and governance matters. These matters remain unresolved, and we have continued to cooperate and engage with the SEC and DOJ regarding these investigations including discussions with the SEC regarding the potential resolution of its investigation. Based upon our assessment in the fourth quarter of 2022, we recorded an accrual related to this matter, although no assurance can be given as to the ultimate outcome of these matters, and we are not able to predict whether any legal, regulatory or reputational impacts of any allegations or resolution of these matters will have a material impact on our results.

13

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

10. Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:

(in millions)	March 31, 2023		December 31, 2022
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts	$	866	$	738
Contract work in progress - lump-sum contracts	197		177
Contract assets	$	1,063	$	915
Advance billings deducted from contract assets	$	239	$	220
	3ME March 31,
(in millions)	2023		2022
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	$	313	$	531

We periodically evaluate our project forecasts and the amounts recognized with respect to our claims and unapproved change orders. We include estimated amounts for claims and unapproved change orders in project revenue to the extent it is probable we will realize those amounts. As of March 31, 2023 and December 31, 2022, we had recorded $526 million and $498 million, respectively, of revenue associated with claims and unapproved change orders for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had no material disputed back charges to suppliers or subcontractors as of March 31, 2023 and December 31, 2022.

11. Remaining Unsatisfied Performance Obligations

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

(in millions)	March 31, 2023
Within 1 year	$	13,056
1 to 2 years	7,412
Thereafter	3,890
Total RUPO	$	24,358

14

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

12. Debt and Lines of Credit

Debt consisted of the following:

(in millions)	March 31, 2023		December 31, 2022
Borrowings under credit facility	$	—	$	—
Current:
2023 Notes	$	—	$	138
Other borrowings	16		14
Total current	$	16	$	152
Long-term:
Senior Notes
2024 Notes	381		$	381
Unamortized discount on 2024 Notes	(1)		(1)
Unamortized deferred financing costs	—		—
2028 Notes	600		600
Unamortized discount on 2028 Notes	(1)		(1)
Unamortized deferred financing costs	(3)		(3)
Other long-term borrowings	2		2
Total long-term	$	978	$	978

Credit Facility

As of March 31, 2023, letters of credit totaling $420 million were outstanding under our $1.8 billion credit facility, which was amended in February 2023 to extend the maturity to February 2026. 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 $1.1 billion, defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. The credit facility also contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of March 31, 2023, we had not made any borrowings under our credit line and maintained a borrowing capacity of $828 million.

Uncommitted Lines of Credit

As of March 31, 2023, letters of credit totaling $957 million were outstanding under uncommitted lines of credit.

Senior Notes

In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

13. Convertible Preferred Stock

First quarter CPS dividends of $10 million were paid in February 2023. In April 2023, our Board of Directors approved the payment of second quarter CPS dividends of $10 million, payable in May 2023.

Each share of CPS is convertible at the holder's option at any time into 44.9585 shares of our common stock per share of CPS. The conversion rate is subject to certain customary adjustments, but no payment or adjustment for accumulated but unpaid dividends will be made upon conversion, subject to certain limited exceptions. The CPS may not be redeemed by us; however, we are able, since May 20, 2022, to elect to cause all outstanding shares of CPS to be converted into shares of our common stock at the conversion rate, subject to certain conditions (and, if such conversion occurs prior to May 20, 2024, the payment of a cash make-whole premium). The most significant condition to our ability to invoke a conversion prior to May 2024 is the requirement that our common stock trade above $28.92 for 20 consecutive trading days, which occurred in the fourth quarter of 2022 and persisted through March 31, 2023. We estimate that the cash make-whole payment would have

15

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

been $60 million (using the actual average 5-day trading price leading up to March 31, 2023). If a make-whole fundamental change, as defined in the certificate of designations for the CPS, occurs, we will in certain circumstances be required to increase the conversion rate for a holder who elects to convert shares of CPS in connection with such make-whole fundamental change.

14. Fair Value Measurements

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

	March 31, 2023								December 31, 2022
	Fair Value Hierarchy								Fair Value Hierarchy
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trusts(1)	$	11	$	11	$	—	$	—	$	10	$	10	$	—	$	—
Derivative assets(2)
Foreign currency	8		—		8		—		9		—		9		—
Commodity	2		—		2		—		4		—		4		—
Liabilities:
SMR warrants(3)	$	29	$	16	$	13	$	—	$	38	$	21	$	17	$	—
Derivative liabilities(2)
Foreign currency	$	7	$	—	$	7	$	—	8		—		8		—
Commodity	1		—		1		—		1		—		1		—

_________________________________________________________

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

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

(3) The SMR warrant liabilities are comprised of public and private placement warrants redeemable by SMR under certain conditions, both measured using the price of the public warrants. The private placement warrants are not publicly traded and have been classified as Level 2 measurements while the public warrants are classified as Level 1.

16

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

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

		March 31, 2023				December 31, 2022
(in millions)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash(1)	Level 1	$	1,226	$	1,226	$	1,262	$	1,262
Cash equivalents(2)	Level 2	911		911		1,177		1,177
Marketable securities(2)	Level 2	174		174		185		185
Notes receivable, including noncurrent portion(3)	Level 3	9		9		9		9
Liabilities:
2023 Senior Notes(4)	Level 2	$	—	$	—	$	138	$	138
2024 Senior Notes(4)	Level 2	380		372		380		370
2028 Senior Notes(4)	Level 2	596		554		596		545
Other borrowings, including noncurrent portion(5)	Level 2	18		18		16		16

_________________________________________________________

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

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

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

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

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

15. Stock-Based Compensation

Equity Awards

Our executive and director stock-based compensation plans are described more fully in the 2022 10-K. In the 2023 and 2022 Quarters, RSUs totaling 383,974 and 367,380, respectively, were granted to executives at a weighted-average grant date fair value of $35.76 and $21.90 per share, respectively, and generally vest over three years.

Stock options for the purchase of 178,434 and 250,656 shares at a weighted-average exercise price of $35.76 and $21.90 per share were awarded to executives during the 2023 and 2022 Quarters, respectively. The options granted in 2023 and 2022 generally vest over three years and expire ten years after the grant date.

Performance-based award units totaling 274,755 were awarded to certain senior executives and all Section 16 officers during the 2023 Quarter and performance-based award units totaling 426,957 were awarded to Section 16 officers during the 2022 Quarter. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter. For awards granted under the 2023 performance plan, 80% of the award is earned based on achievement of earnings before taxes targets over three one-year periods and 20% of the award is earned based on our three-year cumulative TSR relative to companies in the S&P 500 on the date of the award. For the majority of awards, generally only one-third of the

17

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

units awarded in any given year are deemed to be granted each year of the 3-year vesting periods. During 2023, the following units were granted based upon the establishment of performance targets:

	Performance-based Award Units Granted in 2023	Weighted Average Grant Date Fair Value Per Share
2023 Performance Award Plan	91,585	$39.00
2022 Performance Award Plan	142,319	$35.87
2021 Performance Award Plan	204,622	$46.84

For awards granted under the 2023, 2022 and 2021 performance award plans, the number of units are adjusted at the end of each performance period based on achievement of certain performance targets and market conditions, as defined in the award agreements.

Liability Awards

SGI awards and performance-based awards for other executives vest and become payable at a rate of one-third of the total award each year.

	Location in Statement of Operations	3ME March 31,
Compensation Expense (in millions)		2023		2022
SGI awards	G&A	$	7	$	10
Performance-based awards for other executives	G&A	7		15

Liabilities (in millions)	Location on Balance Sheet	March 31, 2023		December 31, 2022
SGI awards	Accrued salaries, wages and benefits and Other noncurrent liabilities	$	48	$	92
Performance-based awards for other executives	Accrued salaries, wages and benefits and Other noncurrent liabilities	16		15

16. Other Comprehensive Income (Loss)

The components of OCI follow:

	3ME March 31, 2023						3ME March 31, 2022
(in millions)	Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount		Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount
OCI:
Foreign currency translation adjustments	$	46	$	—	$	46	$	29	$	—	$	29
Ownership share of equity method investees’ OCI	(1)		—		(1)		—		1		1
DB plan adjustments	1		—		1		1		—		1
Unrealized gain (loss) on hedges	—		—		—		(2)		—		(2)
Total OCI	46		—		46		28		1		29
Less: OCI attributable to NCI	—		—		—		—		—		—
OCI attributable to Fluor	$	46	$	—	$	46	$	28	$	1	$	29

18

FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The changes in AOCI balances follow:

(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of December 31, 2022	$	(328)	$	(25)	$	(13)	$	1	$	(365)
OCI before reclassifications	11		(1)		1		(1)		11
Amounts reclassified from AOCI	35		—		—		1		35
Net OCI	46		(1)		1		—		46
Balance as of March 31, 2023	$	(282)	$	(26)	$	(12)	$	1	$	(319)
Attributable to NCI:
Balance as of December 31, 2022	$	(2)	$	—	$	—	$	—	$	(2)
OCI before reclassifications	—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	—		—		—		—		—
Balance as of March 31, 2023	$	(2)	$	—	$	—	$	—	$	(2)
Attributable to Fluor:
Balance as of December 31, 2021	$	(300)	$	(56)	$	(18)	$	8	$	(366)
OCI before reclassifications	29		1		1		2		33
Amounts reclassified from AOCI	—		—		—		(4)		(4)
Net OCI	29		1		1		(2)		29
Balance as of March 31, 2022	$	(271)	$	(55)	$	(17)	$	6	$	(337)
Attributable to NCI:
Balance as of December 31, 2021	$	(3)	$	—	$	—	$	—	$	(3)
OCI before reclassifications	—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	—		—		—		—		—
Balance as of March 31, 2022	$	(3)	$	—	$	—	$	—	$	(3)

The reclassifications out of AOCI follow:

	Location in Statement of Operations	3ME March 31,
(in thousands)		2023		2022
Component of AOCI:
Foreign currency translation adjustment	Cost of revenue	$	(35)	$	—
Income tax benefit	Income tax expense (benefit)	—		—
Net of tax		$	(35)	$	—
Unrealized gain (loss) on derivative contracts:
Foreign currency contracts	Cost of revenue	$	(1)	$	5
Income tax expense	Income tax expense (benefit)	—		(1)
Net of tax		$	(1)	$	4

19

FLUOR CORPORATION

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

The following discussion and analysis should be read in conjunction with our financial statements and our 2022 10-K. Except as the context otherwise requires, the terms Fluor or the Registrant, as used herein, are references to Fluor and references to the company, we, us, or our, as used herein, shall include Fluor, its consolidated subsidiaries and joint ventures.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

•The inability to hire and retain qualified personnel;

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

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

•Cybersecurity breaches of our systems and information technology;

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

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

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

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

•Client delays or defaults in making payments;

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

•Our ability to secure appropriate insurance;

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

•The inability to adequately protect our intellectual property rights;

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

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

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

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

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

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

20

Additional information concerning these and other factors can be found in our press releases and periodic filings with the SEC, including the 2022 10-K. These filings are available publicly on the SEC’s website at http://www.sec.gov, on our website at http://investor.fluor.com or upon request from our Investor Relations Department at (469) 398-7222. We cannot control such risk factors and other uncertainties, and in many cases, cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. These risks and uncertainties should be considered when evaluating Fluor and deciding whether to invest in our securities. Except as otherwise required by law, we undertake no obligation to publicly update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

Results of Operations

We have 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. Beginning in the 2023 Quarter, this business line, 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 marks the completion of the AMECO divestiture for total proceeds of $144 million, including $17 million during the 2023 Quarter. Previous AMECO divestitures included assets in Africa, the Caribbean, Mexico and North America. Upon the sale of AMECO South America in the 2023 Quarter, we recognized a $60 million negative earnings impact, including $35 million for foreign currency translation.

In 2021, we committed to achieving net zero emissions for Scopes 1 and 2 absolute greenhouse gas emissions by the end of 2023, and we are on track to meet that objective.

21

	3ME  March 31,
(in millions)	2023				2022
Revenue
Energy Solutions	$	1,612			$	1,174
Urban Solutions	1,208				1,061
Mission Solutions	649				593
Other	283				294
Total revenue	$	3,752			$	3,122
Segment profit (loss) $ and margin %
Energy Solutions	$	88	5.5	%	$	54	4.6	%
Urban Solutions	(20)		(1.7)	%	17		1.6	%
Mission Solutions	7		1.1	%	58		9.8	%
Other	(90)		NM		(14)		NM
Total segment profit (loss) $ and margin % (1)	$	(15)	(0.4)	%	$	115	3.7	%
G&A	(62)				(71)
Impairment	—				63
Foreign currency loss	(41)				(19)
Interest income (expense), net	41				(9)
Earnings (loss) attributable to NCI	(23)				8
Earnings (loss) before taxes	(100)				87
Income tax expense	(30)				(31)
Net earnings (loss)	(130)				56
Less: Net earnings (loss) attributable to NCI	(23)				8
Net earnings (loss) attributable to Fluor	$	(107)			$	48
New awards
Energy Solutions	$	712			$	682
Urban Solutions	1,775				620
Mission Solutions	331				386
Other	416				238
Total new awards	$	3,234			$	1,926
New awards related to projects located outside of the U.S.	53%				36%
Backlog	March 31, 2023				December 31, 2022
Energy Solutions	$	8,558			$	9,134
Urban Solutions	10,656				10,270
Mission Solutions	5,238				5,666
Other	1,171				979
Total backlog	$	25,623			$	26,049
Backlog related to projects located outside of the U.S.	49%				49%
Backlog related to reimbursable projects	64%				63%

(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.

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 the 2023 Quarter. 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.

22

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

Segment profit during the 2023 Quarter includes a $59 million charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project and a $21 million charge for cost growth resulting from government directed change orders and the associated schedule delays on a weapons facility project as well as the $60 million negative earnings impact upon the sale of our AMECO South America business.

We did not recognize any material impairment expense during the 2023 Quarter. During the 2022 Quarter, 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.

The effective tax rate on earnings for the 2023 Quarter was (30.1)% compared to 35.4% for the 2022 Quarter. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

	3ME March 31
(In millions)	2023		2022
U.S. statutory federal tax expense (benefit)	$	(21)	$	18
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax effects	(3)		1
Valuation allowance	52		16
Foreign tax effects	8		2
Noncontrolling interest	5		(2)
Sale of AMECO South America	(10)		—
Other adjustments	(1)		(4)
Total income tax expense	$	30	$	31

Backlog as of March 31, 2023 remained flat compared to December 31, 2022. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere. RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions.

Segment Operations

Energy Solutions

Revenue in 2023 significantly increased due to the ramp up of execution activities on recently awarded mid-scale LNG projects, recently awarded chemicals projects in China, refinery projects in Mexico as well as a favorable foreign currency remeasurement effect on a project with multiple currencies. The 2023 revenue increase was partially offset by declines in the volume of execution activity for projects nearing completion.

Segment profit in 2023 increased due to the ramp up of execution activities on the refinery projects in Mexico and the mid-scale LNG projects as well as a $22 million favorable foreign currency remeasurement effect on a project with multiple currencies. The increase in segment profit was partially offset by an increase in expense on embedded foreign currency derivatives. The increase in segment profit margin in 2023 reflects these same factors.

New awards remained flat during the 2023 Quarter. The decline in backlog during the 2023 Quarter resulted from work performed outpacing new award activity.

Urban Solutions

Revenue in 2023 increased primarily due to the ramp up of execution activities on a large metals project in the U.S., a life sciences project, a recently awarded advanced technologies project and a mining project. The 2023 revenue increase was

23

partially offset by declines in the volume of execution activity for a large mining project nearing completion as well as forecast revisions on a legacy infrastructure project.

Segment profit in 2023 reflects a $59 million charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project. The decline in segment profit was partially offset by the favorable resolution of close out items on an advanced manufacturing project. The decline in segment profit margin in 2023 reflects these same factors.

New awards in 2023 increased due to a large advanced manufacturing project and an advanced technologies project. Backlog increased during 2023 due to the new award activity. Our staffing business does not report new awards or backlog.

Mission Solutions

Revenue in 2023 increased due to increased execution activities on three DOE contracts partially offset by the completion of a humanitarian support project and the favorable resolution of close out items on a completed Army Corps of Engineers project in the 2022 Quarter.

The decline in segment profit in 2023 was substantially driven by a $21 million charge for cost growth resulting from government directed change orders and the associated schedule delays on a weapons facility project as well as the completion of the humanitarian support project and the favorable resolution of the Army Corps of Engineers project in the 2022 Quarter. The decline in segment profit margin was driven by these same factors.

New awards remained flat during the 2023 Quarter. New awards in the 2023 Quarter included a 6-month contract extension on a DOE project. The decline in backlog during the 2023 Quarter resulted from work performed outpacing new award activity. Backlog included $3.0 billion and $3.9 billion of unfunded government contracts as of March 31, 2023 and December 31, 2022, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated.

Other

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

	3ME March 31,
(in millions)	2023		2022
NuScale (1)	$	(29)	$	(21)
Stork	1		4
AMECO	(62)		3
Segment profit (loss)	$	(90)	$	(14)
(1) NuScale expenses included in the determination of segment profit were as follows:
NuScale expenses	$	(58)	$	(45)
Less: DOE reimbursable expenses	8		23
NuScale expenses, net	(50)		(22)
Less: Attributable to NCI	21		1
NuScale profit (loss)	$	(29)	$	(21)

Segment profit in 2023 includes the $60 million negative earnings impact upon the sale of our AMECO South America business, including $35 million for foreign currency translation.

24

G&A

	3ME March 31,
(in millions)	2023		2022
G&A
Compensation	$	43	$	55
SEC investigation	5		5
Facilities	4		6
Exit costs	1		—
Other	9		5
G&A	$	62	$	71

Stock price driven compensation declined during the 2023 Quarter due to the decline in our stock price from December 31, 2022 to March 31, 2023.

Net Interest Income (Expense)

The increase in net interest income during the 2023 Quarter 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 redemption of the 2023 Notes.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates from those disclosed in our 2022 10-K.

Recent Accounting Pronouncements

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

LIQUIDITY AND FINANCIAL CONDITION

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 of our current ratings. If we are required to provide collateral, it would consist broadly of liens on our U.S. assets.

In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million using cash on hand. We expect to address the maturity of the 2024 Notes through available liquidity, cash generated by our operations or via a new securities issue. However, we aspire to partially retire some portion of the 2024 Notes during 2023 using organic sources.

As of March 31, 2023, letters of credit totaling $420 million were outstanding under our $1.8 billion credit facility, which was amended in February 2023 to extend the maturity to February 2026. 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 $1.1 billion, all as defined in the amended credit facility. 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 March 31, 2023 and through the issuance of this 10-Q, we had not made any borrowings under our credit line and maintained a borrowing capacity of $828 million.

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Cash and cash equivalents combined with marketable securities were $2.3 billion as of March 31, 2023 and $2.6 billion as of December 31, 2022. Cash balances as of March 31, 2023 and December 31, 2022 include cash and cash equivalents and marketable securities held by NuScale of $268 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 March 31, 2023 and December 31, 2022, respectively. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access. 

In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $642 million and $706 million as of March 31, 2023 and December 31, 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 $111 million and $102 million as of March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 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.

	3ME March 31,
(in millions)	2023		2022
OPERATING CASH FLOW	$	(161)	$	(188)
INVESTING CASH FLOW
Proceeds from sales and maturities (purchases) of marketable securities	11		(76)
Capital expenditures	(20)		(10)
Proceeds from sales of assets incl. AMECO-South America	22		3
Investments in partnerships and joint ventures	(2)		(24)
Other	2		2
Investing cash flow	13		(105)
FINANCING CASH FLOW
Purchases and retirement of debt	(137)		—
Dividends paid on CPS	(10)		(10)
Other borrowings (debt repayments)	2		7
Distributions paid to NCI	—		(7)
Capital contributions by NCI	1		—
Other	(17)		(6)
Financing cash flow	(161)		(16)
Effect of exchange rate changes on cash	7		13
Increase (decrease) in cash and cash equivalents	(302)		(296)
Cash and cash equivalents at beginning of period	2,439		2,209
Cash and cash equivalents at end of period	$	2,137	$	1,913

Operating Activities

Cash flows from operating activities result primarily from our EPC activities and are affected by our earnings level and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project and the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our 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

26

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 March 31, 2023, our backlog included $1.7 billion for loss projects which may have a negative impact on our operating cash flow in future periods.

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. Our operating cash flow for the 2023 and 2022 Quarters was also negatively impacted by increases in working capital on several large projects. During the 2023 Quarter, we funded an estimated $15 million on loss projects.

Investing Activities

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

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

Proceeds from sales of assets during the 2023 Quarter included $17 million for the sale of our AMECO South America business, which included operations in Chile and Peru.

Investments in unconsolidated partnerships and joint ventures in the 2022 Quarter included capital contributions to a recently formed Mission Solutions joint venture.

Financing Activities

In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

Cumulative cash dividends on the CPS are payable at an annual rate of 6.5% quarterly in arrears on February 15, May 15, August 15 and November 15, upon declaration of the dividend by our Board of Directors. Dividends accumulate from the most recent date on which dividends have been paid. First quarter CPS dividends of $10 million were paid in February 2023. In April 2023, our Board of Directors approved the payment of second quarter CPS dividends of $10 million, payable in May 2023.

Each share of CPS is convertible at the holder's option at any time into 44.9585 shares of our common stock per share of CPS. The conversion rate is subject to certain customary adjustments, but no payment or adjustment for accumulated but unpaid dividends will be made upon conversion, subject to certain limited exceptions. The CPS may not be redeemed by us; however, we are able, since May 20, 2022, to elect to cause all outstanding shares of CPS to be converted into shares of our common stock at the conversion rate, subject to certain conditions (and, if such conversion occurs prior to May 20, 2024, the payment of a cash make-whole premium). The most significant condition to our ability to invoke a conversion prior to May 2024 is the requirement that our common stock trade above $28.92 for 20 consecutive trading days, which occurred in the fourth quarter of 2022 and persisted through March 31, 2023. We estimate that the cash make-whole payment would have been $61 million at March 31, 2023 (assuming we minimally exceeded the minimum trading price to invoke the conversion) or $60 million (using the actual average 5-day trading price leading up to March 31, 2023). If a make-whole fundamental change, as defined in the certificate of designations for the CPS, occurs, we will in certain circumstances be required to increase the conversion rate for a holder who elects to convert shares of CPS in connection with such make-whole fundamental change.

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in the 2022 Quarter primarily related to a petrochemical joint venture project in Canada. Capital contributions by NCI during the 2023 Quarter related to investments by NuScale's NCI holders.

We have a common stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of March 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.

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Letters of Credit

As of March 31, 2023, letters of credit totaling $420 million were outstanding under committed lines of credit and letters of credit totaling $957 million were outstanding under uncommitted lines of credit. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.

Guarantees

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 March 31, 2023.

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 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to market risk during the 2023 Quarter. Accordingly, the disclosures provided in the 2022 10-K remain relevant.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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

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FLUOR CORPORATION

CHANGES IN CONSOLIDATED BACKLOG

UNAUDITED

	3ME March 31,
(in millions)	2023		2022
Backlog, January 1	$	26,049	$	20,800
New awards	3,234		1,926
Adjustments and cancellations, net	52		(398)
Work performed	(3,712)		(3,074)
Backlog, March 31	$	25,623	$	19,254

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PART II:  OTHER INFORMATION

Item 1. Legal Proceedings

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

Additional information on matters in dispute may be found in Part I, Item 1 of this Q1 2023 10-Q.

Item 1A. Risk Factors

There have been no material changes from our risk factors as disclosed in the 2022 10-K.

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

(c)    The following table provides information for the quarter ended March 31, 2023 about purchases by the company of equity securities that have been registered pursuant to Section 12 of the Exchange Act.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Program (1)
January 1 — January 31, 2023	—	$	—	—	10,513,093
February 1 — February 28, 2023	—	—		—	10,513,093
March 1 — March 31, 2023	—	—		—	10,513,093
Total	—	$	—	—

_________________________________________________________

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

Item 4. Mine Safety Disclosures

None.

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Item 6.     Exhibits

EXHIBIT INDEX

Exhibit	Description
3.1	Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on May 8, 2012).
3.2	Certificate of Designations, Preferences and Rights of Series A 6.50% Cumulative Preferred Perpetual Convertible Preferred Stock of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on May 18, 2021.
3.3	Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on November 4, 2022).
10.1	Form of Option Agreement (2023 grant) under the Fluor Corporation 2020 Performance Incentive Plan.*
10.2	Form of Restricted Stock Unit Agreement (2023 grant) under the Fluor Corporation 2020 Performance Incentive Plan.*
10.3	Form of Performance Award (2023 grant) under the Fluor Corporation 2020 Performance Incentive Plan.*
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	Inline XBRL Instance Document.*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
104	The cover page from our Q1 2023 10-Q for the three months ended March 31, 2023, formatted in Inline XBRL (included in the Exhibit 101 attachments).*

_______________________________________________________________________

*    New exhibit filed with this report.

31

SIGNATURES

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

			FLUOR CORPORATION
Date:	May 5, 2023	By:	/s/ Joseph L. Brennan
			Joseph L. Brennan
			Chief Financial Officer
Date:	May 5, 2023	By:	/s/ John C. Regan
			John C. Regan
			Chief Accounting Officer

32

EX-10.1

Exhibit 10.1

FORM OF OPTION AGREEMENT

This Option Agreement ("Agreement") entered into as of [GRANT DATE] (the "Grant Date"), by and between Fluor Corporation, a Delaware corporation (the "Company"), and you ("Grantee" or “you”) evidences the grant to Grantee of a Stock Option ("Option") under the Fluor Corporation 2020 Performance Incentive Plan (the "Plan"). Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

Section 1.AWARD SUBJECT TO PLAN

This Option is granted subject to all of the terms and conditions of this Agreement and the Plan, including any terms, rules or determinations made by the Committee pursuant to its administrative authority under the Plan, and such further terms as are set forth in the Plan that are applicable to awards thereunder, including without limitation provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws. The Option is not intended to be an "incentive stock option" within the meaning of that term under Code Section 422.

Section 2.OPTION AWARD

The Company hereby awards Grantee an Option to purchase shares of Company common stock, par value $.01 per share (“Shares”), pursuant to this Agreement at an exercise price per Share of $XX.XX, subject to the terms and conditions set forth herein and in the Plan. The Option may not be exercised in whole or in part as of the Grant Date, and becomes exercisable only if and to the extent provided in the following paragraphs and otherwise subject to and in accordance with the Plan.

Section 3.VESTING AND EXPIRATION

The Option shall vest and become exercisable at a rate of one third of the total number of Shares granted per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATE IN ONE YEAR] and annually thereafter with [FINAL VESTING DATE IN THREE YEARS], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Subject to the provisions below and the terms of the Plan, the right to exercise any vested portion of the Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement.

If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, or a termination for Cause, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company is terminated for Cause, regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested or unexercised portion of this Option in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeited for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable.

To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date; provided further, that if such termination occurred for Cause, the Option shall expire on the date of termination of emplyoment.

For purposes of this Agreement, "Retirement" and "Disability" mean, respectively, your retirement or disability, all as determined in accordance with applicable Company personnel policies and the Plan. The term “Qualifying Termination” means your involuntary termination of employment by the Company, without Cause, within two (2) years following a Change of Control of the Company. For this purpose, “Cause” means your dishonesty, fraud, willful misconduct, breach of fiduciary duty, conflict of interest, commission of a felony,

1 May be added for some officers.

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material failure or refusal to perform your job duties in accordance with Company policies, material violation of Company policy that causes harm to the Company or its subsidiaries or other wrongful conduct of a similar nature and degree.

Section 4.RESALE AND TRANSFER RESTRICTIONS

Neither the Option nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent and distribution. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of the exercise of this Option, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other Option holders and (с) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers.

Section 5.WITHHOLDING

Regardless of any action the Company or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of this Option, including the grant, vesting and exercise of the Option, delivery of Shares and/or cash related to such Option or the subsequent sale of any Shares acquired pursuant to such Option, and (ii) do not commit to structure the terms or any aspect of the grant of this Option to reduce or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or receipt of this Option that cannot be satisfied by the means described below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to deliver the Shares if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Prior to the taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company or Employer to withhold all applicable Tax-Related Items legally payable by the Grantee by (1) withholding a number of Shares otherwise deliverable equal to the Retained Share Amount (as defined below); (2) withholding from the Grantee’s wages or other cash compensation paid by the Company and/or Employer; and/or (3) withholding from proceeds of the sale of Shares acquired upon settlement of the Option (e.g. through cashless exercise), either through a voluntary sale or through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization), to the extent permitted by the Plan Administrator. The “Retained Share Amount” shall mean a number of Shares equal to the quotient of the minimum statutory tax withholding obligation of the Company triggered by the Option on the relevant date, divided by the fair market value of one Share on the relevant date or as otherwise provided in the Plan. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Grantee understands that he or she shall be deemed to have been issued the full number of applicable Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.

Grantee acknowledges and understands that Grantee should consult a tax advisor regarding Grantee’s tax obligations.

Section 6.SEVERABILITY

In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

Section 7.DATA PROTECTION

The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company, its subsidiaries and the Employer hold certain personal information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Grantee’s favor for the purpose of implementing, managing and administering the Plan (“Data”). The Grantee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, including outside the European economic area, and that the recipient country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he/she may request a list with the names and addresses of any potential recipients of the Data by contacting the local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired under the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Grantee understands that he/she may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the local human resources representative in writing. The Grantee understands that refusing or withdrawing consent may affect the

-2 -

Grantee’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Grantee understands that he/she may contact the Plan administrator at the Company.

Section 8.ACKNOWLEDGMENT AND WAIVER

By accepting the grant of this Option, the Grantee acknowledges and agrees that:

(a)the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;

(b)the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or Options, or benefits in lieu of Shares or Options, even if Shares or Options have been granted repeatedly in the past;

(c)all decisions with respect to future grants, if any, shall be at the sole discretion of the Company;

(d)the Grantee’s participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;

(e)the Grantee is participating voluntarily in the Plan;

(f)Option grants and resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;

(g)Option grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;

(h)in the event that the Grantee is not an employee of the Company, this grant of Options shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Options shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;

(i)the future value of the Shares is unknown, may increase or decrease from the date of grant or exercise of the Option and cannot be predicted with certainty;

(j)in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination or diminution in value of this Option resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed to have waived any entitlement to pursue such claim; and

(k)the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.

Section 9.CONFIDENTIALITY

The Agreement and the Option granted hereunder are conditioned upon Grantee not disclosing this Agreement or said Option to anyone other than Grantee's spouse or financial advisor or senior management of the Company or senior members of the Company's Law, Tax, and Human Resources departments during the period prior to the exercise of said Option. If disclosure is made by Grantee to any other person not authorized by the Company, this Agreement and said Option shall be null and void and shall terminate in exchange for no additional consideration or payment. Notwithstanding any other provision of this Agreement or any other agreement, if Grantee makes a confidential disclosure of a Company trade secret to a government official or an attorney for the purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, Grantee shall not be held liable under this Agreement or any other agreement, or under any federal or state trade secret law for such a disclosure. Moreover, nothing in this Agreement or any other agreement shall prevent Grantee from making a confidential disclosure of any other confidential information to a government official, to an attorney as necessary to obtain legal advice or in a court filing under seal.

-3 -

Section 10.GRANT-SPECIFIC TERMS

Appendix A contains additional terms and conditions of the Agreement applicable to Grantees residing outside the U.S. In addition, Appendix A also contains information and notices regarding exchange control and certain other issues of which the Grantee (if residing outside the U.S.) should be aware that may arise as a result of participation in the Plan.

Section 11.ENFORCEMENT

This Agreement and the Option granted hereunder shall be governed by, construed, administered and enforced in accordance with the laws of the State of Delaware without reference to choice or conflict of law principles.

Section 12.EXECUTION OF AWARD AGREEMENT

Please acknowledge your acceptance of the terms of this Agreement by electronically signing this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein above written.

FLUOR CORPORATION

____________________________        

By:    [NAME]

        [TITLE]

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APPENDIX A

Fluor Corporation Option Award
Under the 2020 Performance Incentive Plan

Terms For Non-U.S. Grantees

TERMS AND CONDITIONS

This Appendix A, which is part of the Agreement, includes additional terms and conditions of the Agreement that will apply to you if you are a resident in one of the countries listed below. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

NOTIFICATIONS

This Appendix A also includes information regarding exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of [DATE]. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix A as the only source of information relating to the consequences of your participation in the Plan because such information may be out-of-date when your Options vest and/or you sell any Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is not in a position to assure you of any particular result. You are therefore advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than that in which you are currently working, the information contained herein may not apply to you.

GRANT-SPECIFIC TERMS

Below please find country specific language that applies to Australia, Canada, Chile, Germany, the Netherlands, Russia, South Africa, Spain and the United Kingdom.

AUSTRALIA

Terms and Conditions

Prospectus Information. The “Offer Document” and “Australian Rules” contain additional terms and conditions that govern the Option. Grantees should review those documents carefully. In addition, the written or other materials provided to Grantees in connection with the Options have been prepared for the purpose of complying with the relevant United States securities regulations and applicable stock exchange requirements. The information disclosed may not be the same as that which must be disclosed in a prospectus prepared under Australian law.

Notifications

Securities Law Information. If Grantee acquires Shares pursuant to the Option and offers the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. Grantees should obtain legal advice on disclosure obligations prior to making any such offer.

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Grantee will be required to file the report.

CANADA

Terms and Conditions

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Form of Payment. Due to legal restrictions in Canada, and notwithstanding any language to the contrary in the Plan, Grantees are prohibited from surrendering previously owned Shares or, from attesting to the ownership of previously owned Shares, to pay the exercise price or any tax liability in connection with the Option.

Language Consent

The following provision applies to residents of Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention.

Notifications

Additional Restrictions on Resale. Securities purchased under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial securities laws. You are encouraged to seek legal advice prior to any resale of such securities. In general, participants resident in Canada may resell their securities in transactions carried out on exchanges outside of Canada.

Tax Reporting. The Tax Act and the regulations thereunder require a Canadian resident individual (among others) to file an information return (Form T1135) disclosing prescribed information where, at any time in a tax year, the total cost amount of such individual’s “specified foreign property” (which includes Shares) exceeds Cdn.$100,000. You should consult your own tax advisor regarding this reporting requirement.

CHILETerms and Conditions
There are no country-specific provisions.

Notifications

Securities Law Information. Neither the Company, the award, nor any Company shares acquired under the Plan are registered with the Chilean Registry of Securities or are under the control of the Chilean Superintendence of Securities.

Exchange Control Information. Exchange control reporting is required to remit funds for the purchase of shares exceeding US$10,000 (including cashless exercise transactions). If reporting is required, you will be responsible for filing this report with the Central Bank of Chile.In addition, you must also file a report with the Central Bank if, in a given year, you have kept investments, deposits, or credits abroad in an amount that exceeds US$5,000,000.

Tax Information. Registration of your investment in Company Shares with the Chilean Internal Revenue Service may result in more favorable tax treatment. Please consult your tax advisor for additional details.

GERMANY

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. Cross-border payments in excess of EUR12,500 must be reported monthly to the German Federal Bank. If Grantee uses a German bank to transfer a cross-border payment in excess of EUR12,500 in connection with the sale of Shares acquired under the Plan, the bank will file the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of EUR5,000,000 on a monthly basis.

THE NETHERLANDS

Terms and Conditions

There are no country-specific provisions.

-6 -

Notifications

Insider-Trading Notification. Grantees should be aware of the Dutch insider-trading rules, which may impact the sale of Shares acquired upon exercise of the Option. In particular, Grantees may be prohibited from effectuating certain transactions involving Shares if they have inside information about the Company. Grantees should consult their personal legal advisor if they are uncertain whether the insider-trading rules apply to them. By accepting the Agreement and participating in the Plan, Grantee acknowledges having read and understood this notification and acknowledges that it is his or her responsibility to comply with the Dutch insider-trading rules.

RUSSIA

Terms and Conditions

Securities Law Information. Grantee acknowledges that the Agreement, the grant of options, the Plan and all other materials that Grantee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Grantee further acknowledges that in no event will Shares acquired upon exercise of the options be delivered to Grantee in Russia; all Shares acquired upon exercise of the options will be maintained on Grantee’s behalf in the United States.

Grantee acknowledges that Grantee is not permitted to sell Shares directly to a Russian legal entity or resident.

Notifications

Grantee understands that Grantee is solely liable for all applicable Russian exchange control requirements (including repatriation requirements applicable to the proceeds from the sale of Shares).

SOUTH AFRICA

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. To participate in the Plan, Grantee understands that Grantee must comply with exchange control regulations and rulings (the “Exchange Control Regulations”) in South Africa.

Because the Exchange Control Regulations change frequently and without notice, Grantee understands that Grantee should consult a legal advisor prior to the purchase or sale of shares under the Plan to ensure compliance with current regulations. Grantee understands that it is Grantee’s responsibility to comply with South African exchange control laws, and neither the Company nor your Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

SPAIN

Terms and Conditions

There are no country-specific provisions.

Notifications

No Special Employment or Similar Rights. Grantee understands that the Company has unilaterally, gratuitously, and discretionally decided to distribute awards under the Plan to individuals who may be employees of the Company or its subsidiaries throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its subsidiaries presently or in the future, other than as specifically set forth in the Plan and the terms and conditions of Grantee’s option grant. Consequently, Grantee understands that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the awards and underlying shares is unknown and unpredictable. In addition, Grantee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of awards shall be null and void and the Plan shall not have any effect whatsoever.

-7 -

Further, the Option provides a conditional right to Shares and may be forfeited or affected by Grantee’s termination of employment, as set forth in the Agreement. For avoidance of doubt, Grantee’s rights, if any, to the Options upon termination of employment shall be determined as set forth in the Agreement, including, without limitation, where (i) Grantee is considered to be unfairly dismissed without good cause; (ii) Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) Grantee terminates service due to a change of work location, duties or any other employment or contractual condition; or (iv) Grantee terminates service due to the Company’s or any of its subsidiaries’ unilateral breach of contract.

Securities Law Notice. The options granted under the Plan do not qualify as securities under Spanish regulations. By the grant of the options, no "offer of securities to the public", as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of options under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus.

Foreign Asset and Account Reporting. To the extent that Spanish residents hold rights or assets (e.g., shares of common stock, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares of common stock constitute securities for purposes of this requirement, but Options (whether vested or unvested) are generally not considered assets or rights for purposes of this requirement.

If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties.

Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000.

Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations.

Exchange Control Information. All acquisitions of foreign shares by Spanish residents must comply with exchange control regulations in Spain. Because of foreign investments requirements, the acquisition of Company shares under the Plan must be declared for statistical purposes to the Spanish Direccion General de Politica Comercial y de Inversiones Extranjeras (the “DGPCIE“). If you acquire the Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGPCIE for you. Otherwise, you must make the declaration by filling a form with the DGPCIE.

If you import the Shares acquired under the Plan into Spain, you must declare the importation of the share certificates to the DGPCIE.

In addition, you must also file a declaration of the ownership of the Shares with the Directorate of Foreign Transactions each January while the Shares are owned. These filings are made on standard forms furnished by the Directorate of Foreign Transactions.

When you receive any foreign currency payments (i.e., as a result of the sale of the Shares), you must inform the institution receiving the payment of the basis upon which such payment is made and provide certain specific information (e.g., name, address, and fiscal identification number; the name and corporate domicile of the company; the amount of the payment; the type of foreign currency received; the country of origin; and the reason for the payment).

UNITED KINGDOM

Terms and Conditions

UK Rules. The Option is granted under the “UK Rules,” which contain additional terms and conditions that govern the Option. Grantees should review the UK Rules carefully.

Notifications

There are no country-specific notifications.

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EX-10.2

Exhibit 10.2

FORM OF RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement ("Agreement") entered into as of [GRANT DATE] (the "Grant Date"), by and between Fluor Corporation, a Delaware corporation (the "Company"), and you ("Grantee" or “you”) evidences the grant to Grantee of a Stock Unit Award (“RSU Award”) under the Fluor Corporation 2020 Performance Incentive Plan (the "Plan"). Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

Section 1.AWARD SUBJECT TO PLAN

This RSU Award is granted subject to all of the terms and conditions of this Agreement and the Plan, including any terms, rules or determinations made by the Committee pursuant to its administrative authority under the Plan, and such further terms as are set forth in the Plan that are applicable to awards thereunder, including without limitation provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws.

Section 2.RESTRICTED STOCK UNIT AWARD

The Company hereby awards Grantee restricted stock units (“RSUs”), subject to the terms and conditions set forth herein. Each RSU represents the right to receive one share of Company common stock, par value $.01 per share (“Shares”), pursuant to this RSU Award, subject to the terms and conditions set forth herein. Subject to the provisions of Section 3 and Section 4 hereof, upon the issuance to Grantee of Shares hereunder, Grantee shall also receive cash in an amount equivalent to any dividends or distributions paid or made by the Company from the date of this RSU Award to the date of the issuance of the Shares with respect to the number of Shares so issued.

Section 3.RESTRICTIONS ON SALE OR OTHER TRANSFER

Each RSU awarded to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company pursuant to the terms and conditions set forth herein and each RSU may not be sold or otherwise transferred except pursuant to the following provisions:

(a)The RSUs shall be held in book entry form by the Company until (1) the restrictions set forth herein lapse in accordance with the provisions of Section 4, at which time the RSUs will be converted to Shares, or (2) the RSUs are forfeited pursuant to Section 4 hereof.

(b)No such RSUs may be sold, transferred or otherwise alienated or hypothecated so long as such RSUs are subject to the restrictions provided for in this Agreement.

(c)The Company may impose such other restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of the vesting of the RSUs, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other stockholders of the Company and (iii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers.

Section 4.LAPSE OF RESTRICTIONS

The RSUs subject to this RSU Award shall vest and restrictions thereon shall lapse at a rate of one third of the total number of RSUs granted per year commencing with [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending with [THIRD VESTING DATE IN THREE YEARS], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions set forth below in this Section 4 is met. The Company will issue you the Shares subject to this RSU Award (as well as any cash payments related to dividends or distributions related to such Shares) as soon as reasonably possible after each date on which the applicable restrictions lapse or any other date upon which this RSU Award vests as set forth below in this Section 4.

If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination any RSUs which have yet to vest shall be forfeited by you in exchange for no additional consideration or payment. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this RSU Award which has yet to become vested shall become immediately vested. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this RSU Award which has yet to become vested shall continue to vest pursuant to the vesting schedule set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination, any RSUs held less than one year from [DATE] shall be forfeited in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion, and any portion of this RSU Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this RSU Award, then any portion of this RSU Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall become immediately vested. Notwithstanding anything to the contrary herein, in the event your employmen

1 May be added for some officers.

    - 1 -

t is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit the unvested RSUs in exchange for no additional consideration or payment, unless otherwise prohibited by law.

For purposes of this Agreement, "Retirement" shall mean your retirement as determined in accordance with applicable Company personnel policies and the Plan. “Disability” and “Change of Control” shall have the meanings given to them in Appendix B to this Agreement. The term “Qualifying Termination” means your involuntary termination of employment by the Company, without Cause, within two (2) years following a Change of Control of the Company. For this purpose, “Cause” means your dishonesty, fraud, willful misconduct, breach of fiduciary duty, conflict of interest, commission of a felony, material failure or refusal to perform your job duties in accordance with Company policies, material violation of Company policy that causes harm to the Company or its subsidiaries or other wrongful conduct of a similar nature and degree.

Section 5.ТАХ WITHHOLDING

Regardless of any action the Company or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of RSUs, including the grant and vesting of RSUs, subsequent delivery of Shares and/or cash related to such RSUs or the subsequent sale of any Shares acquired pursuant to such RSUs and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or receipt of RSUs or of Shares pursuant to RSUs that cannot be satisfied by the means described below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to deliver the Shares if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Prior to the taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company or Employer to withhold all applicable Tax-Related Items legally payable by the Grantee by (1) withholding a number of Shares otherwise deliverable equal to the Retained Share Amount (as defined below); (2) withholding from the Grantee’s wages or other cash compensation paid by the Company and/or Employer; and/or (3) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs, either through a voluntary sale or through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization), to the extent permitted by the Plan Administrator. The “Retained Share Amount” shall mean a number of Shares equal to the quotient of the minimum statutory tax withholding obligation of the Company triggered by the RSUs on the relevant date, divided by the fair market value of one Share on the relevant date or as otherwise provided in the Plan. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Grantee understands that he or she shall be deemed to have been issued the full number of Shares subject to the settled RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the settlement of the RSUs.

Grantee acknowledges and understands that Grantee should consult a tax advisor regarding Grantee’s tax obligations.

Section 6.SEVERABILITY

In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

Section 7.DATA PROTECTION

The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company, its subsidiaries and the Employer hold certain personal information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Grantee’s favor for the purpose of implementing, managing and administering the Plan (“Data”). The Grantee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, including outside the European economic area, and that the recipient country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he/she may request a list with the names and addresses of any potential recipients of the Data by contacting the local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired under the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Grantee understands that he/she may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the local human resources representative in writing. The Grantee understands that refusing or withdrawing consent may affect the

    - 2 -

Grantee’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Grantee understands that he/she may contact the Plan Administrator at the Company.

Section 8.ACKNOWLEDGMENT AND WAIVER

By accepting this grant of RSUs, the Grantee acknowledges and agrees that:

(a)the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;

(b)the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;

(c)all decisions with respect to future grants, if any, shall be at the sole discretion of the Company;

(d)the Grantee’s participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;

(e)the Grantee is participating voluntarily in the Plan;

(f)RSU awards and resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;

(g)RSU awards and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;

(h)in the event that the Grantee is not an employee of the Company, this award of RSUs shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;

(i)the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty;

(j)in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed to have waived any entitlement to pursue such claim; and

(k)the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.

Section 9.CONFIDENTIALITY

This Agreement and the receipt of any RSUs hereunder are conditioned upon Grantee not disclosing this Agreement or said receipt to anyone other than Grantee's spouse, financial advisor, senior management of the Company or members of the Company's Law, Tax, and Human Resources departments. If unauthorized disclosure is made to any other person, the RSUs received hereunder shall be forfeited in exchange for no additional payment or consideration. Notwithstanding any other provision of this Agreement or any other agreement, if Grantee makes a confidential disclosure of a Company trade secret to a government official or an attorney for the purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, Grantee shall not be held liable under this Agreement or any other agreement, or under any federal or state trade secret law for such a disclosure. Moreover, nothing in this Agreement or any other agreement shall prevent Grantee from making a confidential disclosure of any other confidential information to a government official, to an attorney as necessary to obtain legal advice or in a court filing under seal.

Section 10.GRANT-SPECIFIC TERMS

Appendix A contains additional terms and conditions of the Agreement applicable to Grantees residing outside the United States. In addition, Appendix A also contains information and notices regarding exchange control and certain other issues of which the Grantee (if

    - 3 -

residing outside the U.S.) should be aware that may arise as a result of participation in the Plan. Appendix B contains additional terms in compliance with Section 409A of the United States Internal Revenue Code.

Section 11.ENFORCEMENT

This Agreement and the RSUs granted hereunder shall be governed by, construed, administered and enforced in accordance with the laws of the State of Delaware without reference to choice or conflict of law principles.

Section 12.EXECUTION OF AWARD AGREEMENT

Please acknowledge your acceptance of the terms of this Agreement by electronically signing this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein above written.

        FLUOR CORPORATION

_____________________________________

        By:    [NAME]

            [TITLE]

    - 4 -

APPENDIX A

FLUOR CORPORATION
RESTRICTED STOCK UNIT AWARD

UNDER THE 2020 PERFORMANCE INCENTIVE PLAN

TERMS FOR NON-U.S. GRANTEES

TERMS AND CONDITIONS

This Appendix A, which is part of the Agreement, includes additional terms and conditions of the Agreement that will apply to you if you are a resident in one of the countries listed below. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

NOTIFICATIONS

This Appendix A also includes information regarding exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of [DATE]. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix A as the only source of information relating to the consequences of your participation in the Plan because such information may be out-of-date when your RSUs vest and/or you sell any Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is not in a position to assure you of any particular result. You are therefore advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than that in which you are currently working, the information contained herein may not apply to you.

GRANT-SPECIFIC TERMS

Below please find country specific language that applies to Australia, Canada, Chile, Germany, the Netherlands, Russia, South Africa, Spain and the United Kingdom.

AUSTRALIA

Terms and Conditions

Prospectus Information. The “Offer Document” and “Australian Rules” contain additional terms and conditions that govern the RSU. Grantees should review those documents carefully. In addition, the written or other materials provided to Grantees in connection with the RSUs have been prepared for the purpose of complying with the relevant United States securities regulations and applicable stock exchange requirements. The information disclosed may not be the same as that which must be disclosed in a prospectus prepared under Australian law.

RSUs Settled in Shares Only. Notwithstanding anything to the contrary in the Plan and/or the Agreement, Grantee understands that RSUs granted to Grantee shall be paid in Shares only and do not provide any right for Grantee to receive a cash payment.

Notifications

Securities Law Information. If Grantee acquires Shares pursuant to the RSU and offers the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. Grantees should obtain legal advice on disclosure obligations prior to making any such offer.

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Grantee will be required to file the report.

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CANADA

Terms and Conditions

Form of Payment. Due to legal restrictions in Canada, and notwithstanding any language to the contrary in the Plan, Grantees are prohibited from surrendering previously owned Shares, or from attesting to the ownership of previously owned Shares, to pay any tax liability in connection with the RSUs. For the avoidance of ambiguity, withholding in Shares for this RSU Award is permissible.

RSUs Settled in Shares Only. Notwithstanding anything to the contrary in the Plan and/or the Agreement, Grantee understands that RSUs granted to Grantee shall be paid in Shares only and do not provide any right for Grantee to receive a cash payment.

Language Consent

The following provision applies to residents of Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention.

Notifications

Additional Restrictions on Resale. Securities acquired under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial securities laws. You are encouraged to seek legal advice prior to any resale of such securities. In general, participants resident in Canada may resell their securities in transactions carried out on exchanges outside of Canada.

Tax Reporting. The Tax Act and the regulations thereunder require a Canadian resident individual (among others) to file an information return (Form T1135) disclosing prescribed information where, at any time in a tax year, the total cost amount of such individual’s “specified foreign property” (which includes Shares) exceeds Cdn.$100,000. You should consult your own tax advisor regarding this reporting requirement.

CHILETerms and Conditions
There are no country-specific provisions.

Notifications

Securities Law Information. Neither the Company, the award, nor any Company shares acquired under the Plan are registered with the Chilean Registry of Securities or are under the control of the Chilean Superintendence of Securities.Exchange Control Information. If exchange control reporting is required , you will be responsible for filing the report with the Central Bank of Chile.In addition, you must also file a report with the Central Bank if, in a given year, you have kept investments, deposits, or credits abroad in an amount that exceeds US$5,000,000.Tax Information. Registration of your investment in Company shares with the Chilean Internal Revenue Service may result in more favorable tax treatment. Please consult your tax advisor for additional details.

GERMANY

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. Cross-border payments in excess of EUR12,500 must be reported monthly to the German Federal Bank. If Grantee uses a German bank to transfer a cross-border payment in excess of EUR12,500 in connection with the sale of Shares acquired under the Plan, the bank will file the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of EUR5,000,000 on a monthly basis.

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THE NETHERLANDS

Terms and Conditions

There are no country-specific provisions.

Notifications

Insider-Trading Notification. Grantees should be aware of the Dutch insider-trading rules, which may impact the sale of Shares acquired upon vesting of the RSU. In particular, Grantees may be prohibited from effectuating certain transactions involving Shares if they have inside information about the Company. Grantees should consult their personal legal advisor if they are uncertain whether the insider-trading rules apply to them. By accepting the Agreement and participating in the Plan, Grantee acknowledges having read and understood this notification and acknowledges that it is his or her responsibility to comply with the Dutch insider-trading rules.

RUSSIA

Terms and Conditions

Securities Law Information. Grantee acknowledges that the Agreement, the grant of RSUs, the Plan and all other materials Grantee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Grantee further acknowledges that in no event will Shares acquired upon vesting of the RSUs be delivered to Grantee in Russia; all Shares acquired upon vesting of the RSUs will be maintained on Grantee’s behalf in the United States.

Grantee acknowledges that Grantee is not permitted to sell Shares directly to a Russian legal entity or resident.

Notifications

Grantee understands that Grantee is solely liable for all applicable Russian exchange control requirements (including repatriation requirements applicable to the proceeds from the sale of Shares).

SOUTH AFRICA

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. To participate in the Plan, Grantee understands that Grantee must comply with exchange control regulations and rulings (the “Exchange Control Regulations”) in South Africa.

For RSUs, because no transfer of funds from South Africa is required, no filing or reporting requirements should apply when the RSUs, if any, are granted or when shares are issued upon vesting and settlement of the RSUs.

Because the Exchange Control Regulations change frequently and without notice, Grantee understands that Grantee should consult a legal advisor prior to the purchase or sale of shares under the Plan to ensure compliance with current regulations. Grantee understands that it is Grantee’s responsibility to comply with South African exchange control laws, and neither the Company nor Grantee’s Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

SPAIN

Terms and Conditions

There are no country-specific provisions.

Notifications

No Special Employment or Similar Rights. Grantee understands that the Company has unilaterally, gratuitously, and discretionally decided to distribute awards under the Plan to individuals who may be employees of the Company or its subsidiaries throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its subsidiaries presently or in the future, other than as specifically set forth in the Plan and the terms and conditions of Grantee’s RSU grant. Consequently, Grantee understands that any grant is given on the assumption and

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condition that it shall not become a part of any employment contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the awards and underlying shares is unknown and unpredictable. In addition, Grantee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of awards shall be null and void and the Plan shall not have any effect whatsoever.

Further, the RSU Award provides a conditional right to Shares and may be forfeited or affected by Grantee’s termination of employment, as set forth in the Agreement. For avoidance of doubt, Grantee’s rights, if any, to the RSUs upon termination of employment shall be determined as set forth in the Agreement, including, without limitation, where (i) Grantee is considered to be unfairly dismissed without good cause; (ii) Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) Grantee terminates service due to a change of work location, duties or any other employment or contractual condition; or (iv) Grantee terminates service due to the Company’s or any of its subsidiaries’ unilateral breach of contract.

Securities Law Notice. The RSUs granted under the Plan do not qualify as securities under Spanish regulations. By the grant of RSUs, no "offer of securities to the public", as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of RSUs under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus.

Foreign Asset and Account Reporting. To the extent that Spanish residents hold rights or assets (e.g., shares of common stock, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares of common stock constitute securities for purposes of this requirement, but unvested rights (e.g., RSUs) are not considered assets or rights for purposes of this requirement.

If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties.

Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000.

Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations.

Exchange Control Information. All acquisitions of foreign shares by Spanish residents must comply with exchange control regulations in Spain. Because of foreign investments requirements, the acquisition of Company shares under the Plan must be declared for statistical purposes to the Spanish Direccion General de Politica Comercial y de Inversiones Extranjeras (the “DGPCIE“). If you acquire the Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGPCIE for you. Otherwise, you must make the declaration by filling a form with the DGPCIE.

If you import the Shares acquired under the Plan into Spain, you must declare the importation of the share certificates to the DGPCIE.

In addition, you must also file a declaration of the ownership of the Shares with the Directorate of Foreign Transactions each January while the Shares are owned. These filings are made on standard forms furnished by the Directorate of Foreign Transactions.

When you receive any foreign currency payments (i.e., as a result of the sale of the Shares), you must inform the institution receiving the payment of the basis upon which such payment is made and provide certain specific information (e.g., name, address, and fiscal identification number; the name and corporate domicile of the company; the amount of the payment; the type of foreign currency received; the country of origin; and the reason for the payment).

UNITED KINGDOM

Terms and Conditions

UK Rules. The RSU Award is granted under the “UK Rules,” which contain additional terms and conditions that govern the RSU Award. Grantees should review the UK Rules carefully.

Notifications

There are no country-specific notifications.

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APPENDIX B

Compliance with Section 409A of the Internal Revenue Code

(a)    It is intended that the provisions of this Agreement comply with Section 409A of the U.S. Internal Revenue Code (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b)    Neither Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Grantee or for Grantee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by Grantee to the Company or any of its subsidiaries.

(c)    If, at the time of Grantee’s separation from service (within the meaning of Section 409A), (i) Grantee is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date pursuant to Section 4 of this Agreement but shall instead pay it, without interest, on the first business day after such six-month period or, if earlier, upon the Grantee’s death.

(d)    Notwithstanding anything to the contrary contained herein, for the purpose of this Agreement, (i) “Disability” shall mean that the Grantee is considered disabled in accordance with U.S. Treasury Regulations section 1.409A-3(i)(4), determined as if all permissible provisions of such regulation were in effect, and (ii) a “Change of Control” of the Company is considered to have occurred with respect to the Grantee upon the occurrence with respect to the Grantee of a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as determined in accordance with U.S. Treasury Regulations section 1.409A-3(i)(5).

(e)    Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Grantee or for Grantee’s account in connection with this Agreement (including, without limitation, any taxes and penalties under Section 409A), and neither the Company nor any of its subsidiaries shall have any obligation to indemnify or otherwise hold Grantee harmless from any or all of such taxes or penalties.

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EX-10.3

Exhibit 10.3

FORM OF PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (“Agreement”) entered into as of [GRANT DATE] (the “Grant Date”), by and between Fluor Corporation, a Delaware corporation (the “Company”), and you (“Grantee” or “you”) evidences the grant to Grantee of a performance Incentive Award (“Performance Award”) under the Fluor Corporation 2020 Performance Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

Section 1.    AWARD SUBJECT TO PLAN

Your Performance Award is granted subject to all of the terms and conditions of this Agreement and the Plan, including any terms, rules or determinations made by the Committee pursuant to its administrative authority under the Plan, and such further terms as are set forth in the Plan that are applicable to awards thereunder, including without limitation provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws.

Section 2.    PERFORMANCE TARGETS AND VALUE OF AWARD

Your Performance Award target amount is communicated in your long-term incentive award letter (the “Target Amount”). [This Target Amount shall be expressed in units by dividing the Target Amount by the closing price of the Company’s common stock ($XX.XX), par value $.01 per share (“Shares”), on [GRANT DATE], rounded for any fractional units (e.g., if your Target Amount is $100,000 and the Company’s Share price is $XX.XX on the applicable date, this Target Amount shall be expressed as X,XXX units).]1

[These units]/[This Target Amount] will be adjusted for the three-year period beginning [BEGINNING OF PERFORMANCE PERIOD] and ending on [END OF PERFORMANCE PERIOD] (the “Performance Period”) against performance criteria (the “Performance Targets”) established by the Committee. For [FIRST YEAR], specific Performance Targets are set forth on Exhibit A, which may be attached hereto or sent to you separately at a later date. Performance Targets for [SECOND YEAR AND THIRD YEAR] will be set at the beginning of the respective year and provided to you. The Performance Targets may be subject to certain adjustments approved by the Committee in connection with the grants. In no event will the final earned [units]/[amount] exceed 200% of the [target units]/[Target Amount].

    [Once the units are adjusted for the Company’s performance, the number of units shall not change for this Performance Award.]

Section 3.    RETENTION PERIOD AND PAYOUT

The period commencing [GRANT DATE] and ending on [FINAL VESTING DATE IN THREE YEARS] shall be the “Retention Period”. Your Performance Award will vest in full on [FINAL VESTING DATE IN THREE YEARS] (the “Vesting Date”), subject to the continued employment requirements, or other exceptions contained in Section 4 below, and the achievement level of the Performance Targets. Payment of the Performance Award, if any based on the performance level achieved, shall be made as soon as practicable after the Vesting Date, except as provided in Section 4. [The Performance Award shall be paid (i.e., settled) in Shares. Subject to the provisions of Section 3 and Section 4 hereof, upon the issuance to Grantee of Shares hereunder, Grantee shall also receive cash in an amount equivalent to any dividends or distributions paid or made by the Company from the date of this Performance Award to the date of the issuance of the Share with respect to the number of Shares so issued.]2

Section 4.     CONTINUED EMPLOYMENT

Vesting of the Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 4. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or Disability, each as determined by the Committee in accordance with the Plan, then any portion of this Performance Award which has yet to become vested shall [vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 3.]3 If prior to the Performance Award becoming vested in full pursuant to Section 3 hereof, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 3. In the event that you incur a Qualifying Termination, the Performance Award shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination, any Performance Award held less than one year from the Grant Date shall be forfeited in exchange for no additiona

1 Awards may also be payable in cash, in which case no units will be established.

2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any.”

3 For awards payable in cash, awards shall “immediately vest and be paid to you as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement).”

1

l consideration or payment[; provided, however, in the event of your Retirement, this one year holding requirement may be waived by the Committee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4.

Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 4). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit the unvested portion of your Performance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law.

For purposes of this Agreement, "Retirement" shall mean your retirement as determined in accordance with applicable Company personnel policies and the Plan. “Disability” and “Change of Control” shall have the meanings given to them in Appendix B to this Agreement.

    The term “Qualifying Termination” means your involuntary termination of employment by the Company, without Cause, within two (2) years following a Change of Control of the Company. For this purpose, “Cause” means your dishonesty, fraud, willful misconduct, breach of fiduciary duty, conflict of interest, commission of a felony, material failure or refusal to perform your job duties in accordance with Company policies, material violation of Company policy that causes harm to the Company or its subsidiaries or other wrongful conduct of a similar nature and degree.

Section 5.    TAX WITHHOLDING

Regardless of any action the Company or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of a Performance Award, including the grant and vesting of the Performance Award, subsequent delivery of the [Shares and/or cash related to such Performance Award or the subsequent sale of any Shares acquired pursuant to such Performance Award and receipt of any dividend equivalent payments (if any)]/[cash payment] and (ii) do not commit to structure the terms or any aspect of this grant of a Performance Award to reduce or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or receipt of a Performance Award that cannot be satisfied by the means described below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to deliver the Performance Award payment if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Prior to the taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company or Employer to withhold all applicable Tax-Related Items legally payable by the Grantee by [(1) withholding from the Performance Award a number of Shares otherwise deliverable equal to the Retained Share Amount (as defined below); (2)] withholding from the Grantee’s wages or other cash compensation paid by the Company and/or Employer[; and/or (3) withholding from proceeds of the sale of Shares acquired upon settlement of the Performance Award, either through a voluntary sale or through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization), to the extent permitted by the Plan Administrator. The “Retained Share Amount” shall mean a number of Shares equal to the quotient of the minimum statutory tax withholding obligation of the Company triggered by the Performance Award payment on the relevant date, divided by the fair market value of one Share on the relevant date or as otherwise provided in the Plan. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Grantee understands that he or she shall be deemed to have been issued the full number of Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the settlement of the Performance Award].

Grantee acknowledges and understands that Grantee should consult a tax advisor regarding Grantee’s tax obligations.

Section 6.    SEVERABILITY

In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

Section 7.    DATA PROTECTION

THE GRANTEE HEREBY EXPLICITLY AND UNAMBIGUOUSLY CONSENTS TO THE COLLECTION, USE AND TRANSFER, IN ELECTRONIC OR OTHER FORM, OF THE GRANTEE’S PERSONAL DATA AS DESCRIBED IN THIS DOCUMENT BY AND AMONG, AS

4 May be included for some officers.

2

APPLICABLE, THE EMPLOYER, AND THE COMPANY AND ITS SUBSIDIARIES FOR THE EXCLUSIVE PURPOSE OF IMPLEMENTING, ADMINISTERING AND MANAGING THE GRANTEE’S PARTICIPATION IN THE PLAN. THE GRANTEE UNDERSTANDS THAT THE COMPANY, ITS SUBSIDIARIES AND THE EMPLOYER HOLD CERTAIN PERSONAL INFORMATION ABOUT THE GRANTEE, INCLUDING, BUT NOT LIMITED TO, NAME, HOME ADDRESS AND TELEPHONE NUMBER, DATE OF BIRTH, SOCIAL SECURITY OR INSURANCE NUMBER OR OTHER IDENTIFICATION NUMBER, SALARY, NATIONALITY, JOB TITLE, ANY SHARES OR DIRECTORSHIPS HELD IN THE COMPANY, DETAILS OF ALL OPTIONS OR ANY OTHER ENTITLEMENT TO SHARES AWARDED, CANCELED, PURCHASED, EXERCISED, VESTED, UNVESTED OR OUTSTANDING IN THE GRANTEE’S FAVOR FOR THE PURPOSE OF IMPLEMENTING, MANAGING AND ADMINISTERING THE PLAN (“DATA”). THE GRANTEE UNDERSTANDS THAT THE DATA MAY BE TRANSFERRED TO ANY THIRD PARTIES ASSISTING IN THE IMPLEMENTATION, ADMINISTRATION AND MANAGEMENT OF THE PLAN, THAT THESE RECIPIENTS MAY BE LOCATED IN THE GRANTEE’S COUNTRY OR ELSEWHERE, INCLUDING OUTSIDE THE EUROPEAN ECONOMIC AREA, AND THAT THE RECIPIENT COUNTRY MAY HAVE DIFFERENT DATA PRIVACY LAWS AND PROTECTIONS THAN THE GRANTEE’S COUNTRY. THE GRANTEE UNDERSTANDS THAT HE/SHE MAY REQUEST A LIST WITH THE NAMES AND ADDRESSES OF ANY POTENTIAL RECIPIENTS OF THE DATA BY CONTACTING THE LOCAL HUMAN RESOURCES REPRESENTATIVE. THE GRANTEE AUTHORIZES THE RECIPIENTS TO RECEIVE, POSSESS, USE, RETAIN AND TRANSFER THE DATA, IN ELECTRONIC OR OTHER FORM, FOR THE PURPOSES OF IMPLEMENTING, ADMINISTERING AND MANAGING THE GRANTEE’S PARTICIPATION IN THE PLAN, INCLUDING ANY REQUISITE TRANSFER OF SUCH DATA, AS MAY BE REQUIRED TO A BROKER OR OTHER THIRD PARTY WITH WHOM THE GRANTEE MAY ELECT TO DEPOSIT SHARES, IF ANY, ACQUIRED UNDER THE PLAN. THE GRANTEE UNDERSTANDS THAT DATA WILL BE HELD ONLY AS LONG AS IS NECESSARY TO IMPLEMENT, ADMINISTER AND MANAGE PARTICIPATION IN THE PLAN. THE GRANTEE UNDERSTANDS THAT HE/SHE MAY, AT ANY TIME, VIEW DATA, REQUEST ADDITIONAL INFORMATION ABOUT THE STORAGE AND PROCESSING OF THE DATA, REQUIRE ANY NECESSARY AMENDMENTS TO THE DATA OR REFUSE OR WITHDRAW THE CONSENTS HEREIN, IN ANY CASE WITHOUT COST, BY CONTACTING THE LOCAL HUMAN RESOURCES REPRESENTATIVE IN WRITING. THE GRANTEE UNDERSTANDS THAT REFUSING OR WITHDRAWING CONSENT MAY AFFECT THE GRANTEE’S ABILITY TO PARTICIPATE IN THE PLAN. FOR MORE INFORMATION ON THE CONSEQUENCES OF REFUSING TO CONSENT OR WITHDRAWING CONSENT, THE GRANTEE UNDERSTANDS THAT HE/SHE MAY CONTACT THE PLAN ADMINISTRATOR AT THE COMPANY.

Section 8.     ACKNOWLEDGMENT AND WAIVER

By accepting the grant of this Performance Award, the Grantee acknowledges and agrees that:

(a)    the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;

(b)    the grant of Performance Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Awards, or benefits in lieu of Performance Awards, even if Performance Awards have been granted repeatedly in the past;

(c)    all decisions with respect to future grants, if any, shall be at the sole discretion of the Company;

(d)    the Grantee’s participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;

(e)    the Grantee is participating voluntarily in the Plan;

(f)    Performance Awards and resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;

(g)    Performance Awards and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;

(h)    in the event that the Grantee is not an employee of the Company, this Performance Award shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Performance Award shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;

(i)    in consideration of this Performance Award, no claim or entitlement to compensation or damages shall arise from termination or diminution in value of this Performance Award resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed to have waived any entitlement to pursue such claim;

(j)    [the Company may impose such other restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of the vesting of the Performance Award, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions

3

designed to delay and/or coordinate the timing and manner of sales by Grantee and other Shareholders and (iii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers;] and

(k)    the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.

Section 9.    CONFIDENTIALITY

This Agreement and the receipt of any Performance Award hereunder are conditioned upon Grantee not disclosing this Agreement or said receipt to anyone other than Grantee's spouse, financial advisor, senior management of the Company or members of the Company's Law, Tax, and Human Resources departments. If unauthorized disclosure is made to any other person, this Performance Award shall be forfeited in exchange for no additional consideration or payment. Notwithstanding any other provision of this Agreement or any other agreement, if Grantee makes a confidential disclosure of a Company trade secret to a government official or an attorney for the purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, Grantee shall not be held liable under this Agreement or any other agreement, or under any federal or state trade secret law for such a disclosure. Moreover, nothing in this Agreement or any other agreement shall prevent Grantee from making a confidential disclosure of any other confidential information to a government official, to an attorney as necessary to obtain legal advice or in a court filing under seal.

Section 10.     GRANT-SPECIFIC TERMS

Appendix A contains additional terms and conditions of the Agreement applicable to Grantees residing outside the United States. In addition, Appendix A also contains information and notices regarding exchange control and certain other issues of which the Grantee (if residing outside the United States) should be aware that may arise as a result of participation in the Plan. Appendix B contains additional terms in compliance with Section 409A of the United States Internal Revenue Code.

Section 11.    ENFORCEMENT

This Agreement and the Performance Award granted hereunder shall be governed by, construed, administered and enforced in accordance with the laws of the State of Delaware without reference to choice or conflict of law principles.

Section 12.    EXECUTION OF AWARD AGREEMENT

Please acknowledge your acceptance of the terms of this Agreement by electronically signing this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein above written.

FLUOR CORPORATION

    By:    

____________________________________        

[NAME]

        [TITLE]

4

EXHIBIT A

PERFORMANCE TARGETS

[TO BE SET ANNUALLY]

5

APPENDIX A

FLUOR CORPORATION
PERFORMANCE AWARDS

UNDER THE 2020 PERFORMANCE INCENTIVE PLAN

TERMS FOR NON-U.S. GRANTEES

TERMS AND CONDITIONS

This Appendix A, which is part of the Agreement, includes additional terms and conditions of the Agreement that will apply to you if you are a resident in one of the countries listed below. Capitalized terms used but not defined herein will have the same meanings assigned to them in the Plan and the Agreement.

NOTIFICATIONS

This Appendix A also includes information regarding exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of [DATE]. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix A as the only source of information relating to the consequences of your participation in the Plan because such information may be out-of-date when your Performance Awards vest.

In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is not in a position to assure you of any particular result. You are therefore advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than that in which you are currently working, the information contained herein may not apply to you.

GRANT-SPECIFIC LANGUAGE

Below please find country specific language that applies to Australia, Canada, Chile, Germany, the Netherlands, Russia, South Africa, Spain and the United Kingdom.

AUSTRALIA

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Grantee will be required to file the report.

CANADA

Terms and Conditions

There are no country-specific provisions.

Language Consent

The following provision applies to residents of Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention.

Notifications

6

Additional Restrictions on Resale. Securities acquired under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial securities laws. You are encouraged to seek legal advice prior to any resale of such securities. In general, participants resident in Canada may resell their securities in transactions carried out on exchanges outside of Canada.

Tax Reporting. The Tax Act and the regulations thereunder require a Canadian resident individual (among others) to file an information return (Form T1135) disclosing prescribed information where, at any time in a tax year, the total cost amount of such individual’s “specified foreign property” (which includes Shares) exceeds Cdn.$100,000. You should consult your own tax advisor regarding this reporting requirement.

CHILETerms and Conditions
There are no country-specific provisions.

Notifications

Securities Law Information. Neither the Company, the award, nor any Company shares acquired under the Plan are registered with the Chilean Registry of Securities or are under the control of the Chilean Superintendence of Securities.Exchange Control Information. If exchange control reporting is required , you will be responsible for filing the report with the Central Bank of Chile.In addition, you must also file a report with the Central Bank if, in a given year, you have kept investments, deposits, or credits abroad in an amount that exceeds US$5,000,000.Tax Information. Registration of your investment in Company shares with the Chilean Internal Revenue Service may result in more favorable tax treatment. Please consult your tax advisor for additional details.

GERMANY

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. Cross-border payments in excess of EUR12,500 must be reported monthly to the German Federal Bank. If Grantee uses a German bank to transfer a cross-border payment in excess of EUR12,500, the bank will file the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of EUR5,000,000 on a monthly basis.

THE NETHERLANDS

Terms and Conditions

Insider-Trading Notification. Grantees should be aware of the Dutch insider-trading rules, which may impact the sale of Shares acquired upon vesting of the Performance Award. In particular, Grantees may be prohibited from effectuating certain transactions involving Shares if they have inside information about the Company. Grantees should consult their personal legal advisor if they are uncertain whether the insider-trading rules apply to them. By accepting the Agreement and participating in the Plan, Grantee acknowledges having read and understood this notification and acknowledges that it is his or her responsibility to comply with the Dutch insider-trading rules.

Notifications

There are no country-specific notifications.

RUSSIA

Terms and Conditions

Securities Law Information. Grantee acknowledges that the Agreement, the grant of Performance Awards, the Plan and all other materials Grantee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Grantee further acknowledges that in no event will Shares acquired upon vesting of the Performance Awards be delivered to Grantee in Russia; all Shares acquired upon vesting of the Performance Awards will be maintained on Grantee’s behalf in the United States.

7

Grantee acknowledges that Grantee is not permitted to sell Shares directly to a Russian legal entity or resident.

Notifications

Grantee understands that Grantee is solely liable for all applicable Russian exchange control requirements (including repatriation requirements applicable to the proceeds from the sale of Shares).

SOUTH AFRICA

Terms and Conditions

There are no country-specific provisions.

Notifications

Exchange Control Information. To participate in the Plan, Grantee understands that Grantee must comply with exchange control regulations and rulings (the “Exchange Control Regulations”) in South Africa.

For Performance Awards, because no transfer of funds from South Africa is required, no filing or reporting requirements should apply when the Performance Awards, if any, are granted or upon settlement of the Performance Awards (in Shares).

Because the Exchange Control Regulations change frequently and without notice, Grantee understands that Grantee should consult a legal advisor to ensure compliance with current regulations. Grantee understands that it is Grantee’s responsibility to comply with South African exchange control laws, and neither the Company nor Grantee’s Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

SPAIN

Terms and Conditions

There are no country-specific provisions.

Notifications

No Special Employment or Similar Rights. Grantee understands that the Company has unilaterally, gratuitously, and discretionally decided to distribute Performance Awards under the Plan to individuals who may be employees of the Company or its subsidiaries throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its subsidiaries presently or in the future, other than as specifically set forth in the Plan and the terms and conditions of Grantee’s Performance Award. Consequently, Grantee understands that any grant is given on the assumption and condition that it will not become a part of any employment contract (either with the Company or any of its subsidiaries) and will not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever will arise from any gratuitous and discretionary grant. In addition, Grantee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of awards will be null and void and the Plan will not have any effect whatsoever.

Further, the Performance Award provides a conditional right to Shares and may be forfeited or affected by Grantee’s termination of employment, as set forth in the Agreement. For avoidance of doubt, Grantee’s rights, if any, to the Performance Awards upon termination of employment will be determined as set forth in the Agreement, including, without limitation, where (i) Grantee is considered to be unfairly dismissed without good cause; (ii) Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) Grantee terminates service due to a change of work location, duties or any other employment or contractual condition; or (iv) Grantee terminates service due to the Company’s or any of its subsidiaries’ unilateral breach of contract.

Securities Law Notice. The Performance Awards granted under the Plan do not qualify as securities under Spanish regulations. By the grant of Performance Awards, no "offer of securities to the public", as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of Performance Awards under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus.

Foreign Asset and Account Reporting. To the extent that Spanish residents hold rights or assets (e.g., shares of common stock, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares of common stock constitute securities for purposes of this requirement, but unvested rightsare not considered assets or rights for purposes of this requirement.

If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties.

8

Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000.

Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations advisors to ensure compliance with their

Exchange Control Information. All acquisitions of foreign shares by Spanish residents must comply with exchange control regulations in Spain. Because of foreign investments requirements, the acquisition of Company shares under the Plan must be declared for statistical purposes to the Spanish Direccion General de Politica Comercial y de Inversiones Extranjeras (the “DGPCIE“). If you acquire the Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGPCIE for you. Otherwise, you must make the declaration by filling a form with the DGPCIE.

If you import the Shares acquired under the Plan into Spain, you must declare the importation of the share certificates to the DGPCIE.

In addition, you must also file a declaration of the ownership of the Shares with the Directorate of Foreign Transactions each January while the Shares are owned. These filings are made on standard forms furnished by the Directorate of Foreign Transactions.

When you receive any foreign currency payments (i.e., as a result of the sale of the Shares), you must inform the institution receiving the payment of the basis upon which such payment is made and provide certain specific information (e.g., name, address, and fiscal identification number; the name and corporate domicile of the company; the amount of the payment; the type of foreign currency received; the country of origin; and the reason for the payment).

UNITED KINGDOM

Terms and Conditions

UK Rules. The Performance Award is granted under the “UK Rules,” which contain additional terms and conditions that govern the Performance Award. Grantees should review the UK Rules carefully.

Notifications

There are no country-specific notifications.

9

APPENDIX B

Compliance with Section 409A of the Internal Revenue Code

(a)    It is intended that the provisions of this Agreement comply with Section 409A of the U.S. Internal Revenue Code (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b)    Neither Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Grantee or for Grantee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by Grantee to the Company or any of its subsidiaries.

(c)    If, at the time of Grantee’s separation from service (within the meaning of Section 409A), (i) Grantee is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date pursuant to Section 4 of this Agreement but shall instead pay it, without interest, on the first business day after such six-month period or, if earlier, upon the Grantee’s death.

(d)    Notwithstanding anything to the contrary contained herein, for the purpose of this Agreement, (i) “Disability” shall mean that the Grantee is considered disabled in accordance with U.S. Treasury Regulations section 1.409A-3(i)(4), determined as if all permissible provisions of such regulation were in effect, and (ii) a “Change of Control” of the Company is considered to have occurred with respect to the Grantee upon the occurrence with respect to the Grantee of a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as determined in accordance with U.S. Treasury Regulations section 1.409A-3(i)(5).

(e)    Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Grantee or for Grantee’s account in connection with this Agreement (including, without limitation, any taxes and penalties under Section 409A), and neither the Company nor any of its subsidiaries shall have any obligation to indemnify or otherwise hold Grantee harmless from any or all of such taxes or penalties.

10

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Constable, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Fluor Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 5, 2023	By:	/s/ David E. Constable
		David E. Constable
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Joseph L. Brennan, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Fluor Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 5, 2023	By:	/s/ Joseph L. Brennan
		Joseph L. Brennan
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Fluor Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Constable, Chief Executive Officer of the Company, certify, for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

•    the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 5, 2023	By:	/s/ David E. Constable
		David E. Constable
		Chief Executive Officer

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Fluor Corporation (the “Company”) on Form 10-Q for the period ended

March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph L. Brennan, Chief Financial Officer of the Company, certify, for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

•    the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 5, 2023	By:	/s/ Joseph L. Brennan
		Joseph L. Brennan
		Chief Financial Officer

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-16129
Entity Registrant Name	FLUOR CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0927079
Entity Address, Address Line One	6700 Las Colinas Boulevard
Entity Address, City or Town	Irving,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	469
Local Phone Number	398-7000
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	FLR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		143,237,347
Entity Central Index Key	0001124198
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 3,752	$ 3,122
Cost of revenue	(3,790)	(2,999)
Gross profit (loss)	(38)	123
G&A	(62)	(71)
Impairment	0	63
Foreign currency loss	(41)	(19)
Operating profit (loss)	(141)	96
Interest expense	(16)	(16)
Interest income	57	7
Earnings (loss) before taxes	(100)	87
Income tax expense	(30)	(31)
Net earnings (loss)	(130)	56
Less: Net earnings (loss) attributable to NCI	(23)	8
Net earnings (loss) attributable to Fluor	(107)	48
Less: Dividends on CPS	10	10
Net earnings (loss) available to Fluor common stockholders, basic	(117)	38
Net earnings (loss) available to Fluor common stockholders, diluted	$ (117)	$ 38
EPS available to Fluor common stockholders, basic (in dollars per share)	$ (0.82)	$ 0.27
EPS available to Fluor common stockholders, diluted (in dollars per share)	$ (0.82)	$ 0.27

XML

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net earnings (loss)	$ (130,000)	$ 56,000
OCI, net of tax:
Foreign currency translation adjustment	46,000	29,000
Ownership share of equity method investees’ OCI	(1,000)	1,000
DB plan adjustments	1,000	1,000
Unrealized gain (loss) on hedges	0	(2,000)
Total OCI, net of tax	46,000	29,000
Comprehensive income (loss)	(84,000)	85,000
Less: Comprehensive income (loss) attributable to NCI	(23,000)	8,000
Comprehensive income (loss) attributable to Fluor	$ (61,000)	$ 77,000

XML

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents ($642 and $706 related to VIEs)	$ 2,137	$ 2,439
Marketable securities ($132 and $130 related to VIEs)	174	185
Accounts receivable, net ($149 and $196 related to VIEs)	1,088	1,109
Contract assets	1,063	915
Other current assets ($25 and $30 related to VIEs)	375	396
Total current assets	4,837	5,044
Noncurrent assets
PP&E, net ($44 and $45 related to VIEs)	434	447
Investments	612	584
Deferred taxes	34	34
Deferred compensation trusts	226	234
Goodwill	206	206
Other assets ($77 and $54 related to VIEs)	281	278
Total noncurrent assets	1,793	1,783
Total assets	6,630	6,827
Current liabilities
Accounts payable ($240 and $253 related to VIEs)	1,068	1,017
Short-term debt and current portion of long-term debt	16	152
Contract liabilities ($380 and $352 related to VIEs)	765	742
Accrued salaries, wages and benefits ($22 and $24 related to VIEs)	574	626
Other accrued liabilities ($46 related to VIEs in both periods)	743	679
Total current liabilities	3,166	3,216
Long-term debt	978	978
Deferred taxes	84	73
Other noncurrent liabilities ($43 and $54 related to VIEs)	495	564
Commitments and contingencies
Shareholders’ equity
Preferred stock — authorized 20,000,000 shares ($0.01 par value); issued and outstanding —600,000 shares in 2023 and 2022	0	0
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 143,237,347 and 142,322,247 shares in 2023 and 2022, respectively	1	1
APIC	1,257	1,254
AOCI	(319)	(365)
Retained earnings	780	896
Total shareholders’ equity	1,719	1,786
NCI	188	210
Total equity	1,907	1,996
Total liabilities and equity	$ 6,630	$ 6,827

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CONSOLIDATED BALANCE SHEET - (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS, VIEs
Cash and cash equivalents	$ 2,137	$ 2,439
Marketable securities, current	174	185
Accounts and financing receivable, after allowance for credit loss, current	1,088	1,109
Contract with customer, asset, after allowance for credit loss, current	1,063	915
Other assets, current	375	396
NONCURRENT ASSETS, VIEs
Property, plant and equipment, net	434	447
Other assets, noncurrent	281	278
Liabilities, Current [Abstract]
Accounts Payable, Current	1,068	1,017
Contract liabilities	765	742
Employee-related Liabilities, Current	574	626
Other accrued liabilities, current	743	679
Other noncurrent liabilities	$ 495	$ 564
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, authorized shares (in shares)	20,000,000	20,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, issued shares (in shares)	600,000	600,000
Preferred stock, ouststanding shares (in shares)	600,000	600,000
Common stock, authorized shares (in shares)	375,000,000	375,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, issued shares (in shares)	143,237,347	142,322,247
Common stock, outstanding shares (in shares)	143,237,347	142,322,247
Variable Interest Entity, Primary Beneficiary
CURRENT ASSETS, VIEs
Cash and cash equivalents	$ 642	$ 706
Marketable securities, current	132	130
Accounts and financing receivable, after allowance for credit loss, current	149	196
Contract with customer, asset, after allowance for credit loss, current	172	186
Other assets, current	25	30
NONCURRENT ASSETS, VIEs
Property, plant and equipment, net	44	45
Other assets, noncurrent	77	54
Liabilities, Current [Abstract]
Accounts Payable, Current	240	253
Contract liabilities	380	352
Employee-related Liabilities, Current	22	24
Other accrued liabilities, current	46	46
Other noncurrent liabilities	$ 43	$ 54

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING CASH FLOW
Net earnings (loss)	$ (130)	$ 56
Adjustments to reconcile net earnings to operating cash flow:
Impairment	0	(63)
Depreciation and amortization	18	15
(Earnings) loss from equity method investments, net of distributions	0	(3)
Loss (gain) on sales of assets (including AMECO-South America in 2023)	58	0
Stock-based compensation	16	13
Deferred taxes	12	1
Changes in assets and liabilities	(133)	(203)
Other	(2)	(4)
Operating cash flow	(161)	(188)
INVESTING CASH FLOW
Purchases of marketable securities	(71)	(158)
Proceeds from the sales and maturities of marketable securities	82	82
Capital expenditures	(20)	(10)
Proceeds from sales of assets (including AMECO-South America in 2023)	22	3
Investments in partnerships and joint ventures	(2)	(24)
Other	2	2
Investing cash flow	13	(105)
FINANCING CASH FLOW
Purchases and retirement of debt	(137)	0
Dividends paid on CPS	(10)	(10)
Other borrowings (debt repayments)	2	7
Distributions paid to NCI	0	(7)
Capital contributions by NCI	1	0
Taxes paid on vested restricted stock	(10)	(5)
Other	(7)	(1)
Financing cash flow	(161)	(16)
Effect of exchange rate changes on cash	7	13
Increase (decrease) in cash and cash equivalents	(302)	(296)
Cash and cash equivalents at beginning of period	2,439	2,209
Cash and cash equivalents at end of period	2,137	1,913
Cash paid for interest	19	20
Cash paid for income taxes (net of refunds)	$ 24	$ 14

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands, shares in Millions	Total	Total Shareholders' Equity	Preferred Stock	Common Stock	APIC	AOCI	Retained Earnings	NCI
Beginning balance (in shares) at Dec. 31, 2021			1	141
Beginning balance at Dec. 31, 2021	$ 1,567,000	$ 1,393,000	$ 0	$ 1,000	$ 967,000	$ (366,000)	$ 791,000	$ 174,000
Increase (Decrease) in Shareholders' Equity
Net earnings (loss)	56,000	48,000					48,000	8,000
OCI	29,000	29,000				29,000		0
Capital contributions by NCI	(7,000)							(7,000)
Other NCI transactions	2,000	1,000			1,000			1,000
Stock-based compensation (in shares)				1
Stock-based compensation	(2,000)	(2,000)			8,000		(10,000)
Ending balance (in shares) at Mar. 31, 2022			1	142
Ending balance at Mar. 31, 2022	1,645,000	1,469,000	$ 0	$ 1,000	976,000	(337,000)	829,000	176,000
Beginning balance (in shares) at Dec. 31, 2022			1	142
Beginning balance at Dec. 31, 2022	1,996,000	1,786,000	$ 0	$ 1,000	1,254,000	(365,000)	896,000	210,000
Increase (Decrease) in Shareholders' Equity
Net earnings (loss)	(130,000)	(107,000)					(107,000)	(23,000)
OCI	46,000	46,000				46,000
Capital contributions by NCI	1,000							1,000
Other NCI transactions	2,000	2,000			2,000			0
Stock-based compensation (in shares)				1
Stock-based compensation	(8,000)	(8,000)			1,000		(9,000)
Ending balance (in shares) at Mar. 31, 2023			1	143
Ending balance at Mar. 31, 2023	$ 1,907,000	$ 1,719,000	$ 0	$ 1,000	$ 1,257,000	$ (319,000)	$ 780,000	$ 188,000

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Principles of Consolidation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Principles of Consolidation

These financial statements do not include footnotes and certain financial information presented annually under GAAP, and therefore, should be read in conjunction with our 2022 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.

The financial statements included herein are unaudited. We believe they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to March 31, 2023 through the filing date of this Q1 2023 10-Q.

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

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Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements We did not implement any new accounting pronouncements during the 2023 Quarter. However, we are evaluating the impact of the future disclosures that may arise under recent SEC and other promulgators' proposals

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Earnings Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

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

	3ME March 31,
(in millions, except per share amounts)	2023		2022
Net earnings (loss) attributable to Fluor	$	(107)	$	48
Less: Dividends on CPS	10		10
Net earnings (loss) available to Fluor common stockholders	(117)		38
Weighted average common shares outstanding	142		142
Dilutive effect:
CPS	—		—
Stock options, RSUs and performance-based award units	—		2
Weighted average diluted shares outstanding	142		144
Basic EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Diluted EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Anti-dilutive securities not included in shares outstanding:
CPS	27		27
Stock options, RSUs and performance-based award units	5		3

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Operating Information by Segment and Geographic Area

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Operating Information by Segment and Geographic Area

Operating Information by Segment and Geographic Area

We have 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. Beginning in the 2023 Quarter, this business line, renamed Plant & Facility Services, is included in our Urban Solutions segment for all periods presented.

	3ME March 31,
(in millions)	2023		2022
Revenue
Energy Solutions	$	1,612	$	1,174
Urban Solutions	1,208		1,061
Mission Solutions	649		593
Other	283		294
Total revenue	$	3,752	$	3,122
Segment profit (loss)
Energy Solutions	$	88	$	54
Urban Solutions	(20)		17
Mission Solutions	7		58
Other	(90)		(14)
Total segment profit (loss)	$	(15)	$	115
G&A	(62)		(71)
Impairment	—		63
Foreign currency loss	(41)		(19)
Interest income (expense), net	41		(9)
Earnings (loss) attributable to NCI	(23)		8
Earnings (loss) before taxes	$	(100)	$	87

Energy Solutions. Segment profit in the 2023 Quarter included a favorable foreign currency remeasurement effect totaling $22 million (or $0.09 per share) on a project with multiple currencies. Segment profit in the 2023 Quarter and 2022 Quarter included expense of $39 million and $13 million, respectively, related to embedded foreign currency derivatives.

Urban Solutions. Segment profit in the 2023 Quarter included a $59 million (or $0.34 per share) charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project. Intercompany revenue for our professional staffing business, excluded from the amounts shown above, was $69 million and $60 million for the 2023 Quarter and 2022 Quarter, respectively.

Mission Solutions. Segment profit in the 2023 Quarter included a $21 million (or $0.12 per share) charge for cost growth resulting from government directed change orders and the associated schedule delays on a weapons facility project.

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

	3ME March 31,
(in millions)	2023		2022
NuScale(1)	$	(29)	$	(21)
Stork	1		4
AMECO	(62)		3
Segment profit (loss)	$	(90)	$	(14)

(1) As of March 31, 2023, we had an approximate 56% ownership in NuScale.

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

Total assets by segment are as follows:

(in millions)	March 31, 2023		December 31, 2022
Energy Solutions	$	1,021	$	967
Urban Solutions	1,215		1,170
Mission Solutions	572		485
Other	516		583
Corporate	3,306		3,622
Total assets	$	6,630	$	6,827

Revenue by project location follows:

	3ME March 31,
(in millions)	2023		2022
North America	$	2,651	$	1,908
Asia Pacific (including Australia)	324		249
Europe	512		549
Central and South America	221		351
Middle East and Africa	44		65
Total revenue	$	3,752	$	3,122

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Impairment	3 Months Ended
	Mar. 31, 2023
Restructuring and Related Activities [Abstract]
Impairment	ImpairmentWe did not recognize any material impairment expense during the 2023 Quarter. During the 2022 Quarter, 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

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Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesThe effective tax rate on earnings for the 2023 Quarter was (30.1)% compared to 35.4% for the 2022 Quarter. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

	3ME March 31
(In millions)	2023		2022
U.S. statutory federal tax expense (benefit)	$	(21)	$	18
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax effects	(3)		1
Valuation allowance	52		16
Foreign tax effects	8		2
Noncontrolling interest	5		(2)
Sale of AMECO South America	(10)		—
Other adjustments	(1)		(4)
Total income tax expense	$	30	$	31

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Partnerships and Joint Ventures

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Partnerships and Joint Ventures

Partnerships and Joint Ventures

Many of our partnership and joint venture agreements provide for capital calls to fund operations, as necessary. Investments in a loss position of $379 million and $312 million were included in other accrued liabilities as of March 31, 2023 and December 31, 2022, respectively, and consisted primarily of provision for anticipated losses on legacy infrastructure projects. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts receivable, net” was $190 million and $185 million as of March 31, 2023 and December 31, 2022, respectively.

Variable Interest Entities

The aggregate carrying value of unconsolidated VIEs (classified under both "Investments” and “Other accrued liabilities”) was a net liability of $14 million as of March 31, 2023 and a net asset of $46 million as of December 31, 2022. Some of our VIEs have debt; however, such debt is typically non-recourse to us. Our maximum exposure to loss as a result of our investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding necessary to satisfy the contractual obligations of the VIE. Future funding commitments as of March 31, 2023 for the unconsolidated VIEs were $57 million.

We are required to consolidate certain VIEs. Assets and liabilities associated with the operations of our consolidated VIEs are presented on the balance sheet. The assets of a VIE are restricted for use only for the particular VIE and are not available for our general operations. We have agreements with certain VIEs to provide financial or performance assurances to clients, as discussed elsewhere.

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Guarantees	3 Months Ended
	Mar. 31, 2023
Guarantees [Abstract]
Guarantees	GuaranteesThe 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 March 31, 2023. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed. For lump-sum contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims. The performance guarantee obligation was not material as of March 31, 2023 and December 31, 2022.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

We and certain of our subsidiaries are subject to litigation, claims and other commitments and contingencies, including matters arising in the ordinary course of business, of which the asserted value may be significant. We record accruals in the financial statements for pending legal matters when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While it is reasonably possible that a loss may be incurred in any of the matters identified below, including a loss in excess of amounts accrued, management is unable to estimate the possible loss or range of loss or has determined such amounts to be immaterial. At present, except as set forth below, we do not expect that the ultimate resolution of any open matters will have a material adverse effect on our financial position or results of operations. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable outcomes could involve substantial monetary damages, fines, penalties and other expenditures. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position. We might also enter into an agreement to settle one or more such matters if we determine such settlement is in the best interests of our stakeholders, and any such settlement could include substantial payments.

The following disclosures for commitments and contingencies have been updated since the matter was presented in the 2022 10-K.

Fluor Australia Ltd., our wholly-owned subsidiary (“Fluor Australia”), completed a cost reimbursable engineering, procurement and construction management services project for Santos Ltd. (“Santos”) involving a large network of natural gas gathering and processing facilities in Queensland, Australia. On December 13, 2016, Santos filed an action in Queensland Supreme Court (the “Court”) against Fluor Australia, asserting various causes of action and seeking damages and/or a refund of contract proceeds paid of AUD $1.47 billion. Santos has joined Fluor to the matter on the basis of a parent company guarantee issued for the project. In March 2023, a panel of three referees appointed by the Court (the "Panel”) issued a draft, non-binding report setting forth recommendations to the Court regarding liability and damages in the lawsuit. When finalized, the Panel’s report has no legal effect unless it is adopted by the Court through an adoption hearing, and the Court can accept or reject, in whole or in part, the Panel’s recommendations. In the draft report, the Panel recommended judgment for Fluor on one of Santos’s damages claims that Santos contends has an approximate value of AUD $700 million, and recommended judgment for Santos on other claims that Santos contends have a roughly equivalent damages value (although the Panel has not yet recommended a precise amount of damages with respect to these claims and the amount of any damages is the subject of further submissions to the Panel). While the project contract contains a liability cap of approximately AUD $236 million, the Panel found that the liability cap did not apply to Santos’s claims. The Panel is expected to issue a final report later in 2023, after which the Court is expected to schedule an adoption hearing. In parallel with further action by the Panel, Fluor has submitted an application to have the Court set aside the reference to the Panel and the Panel’s recommendations on several procedural and substantive grounds, including its failure to apply the project contract’s liability cap. That application is expected to be heard in the third quarter of 2023.

Since September 2018, eleven separate purported shareholders' derivative actions were filed against current and former members of the Board of Directors, as well as certain of Fluor’s current and former executives. Fluor is named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Fluor and make substantially the same factual allegations as the securities class action matter which was resolved in 2022, as previously disclosed in our 2022 10-K, and seek various forms of monetary and injunctive relief. These actions are pending in Texas state court (District Court for Dallas County), the U.S. District Court for the District of Delaware, the U.S. District Court for the Northern District of Texas, and the Court of Chancery of the State of Delaware. Certain of these actions were consolidated, and all of these matters are currently stayed. The parties have reached an agreement for a global settlement of these matters. The settlement is subject to court approval, and the parties anticipate seeking that approval from the U.S. District Court for the Northern District of Texas.

There have been no substantive changes to the disclosures for the following commitments and contingencies since the matter was presented in the 2022 10-K.

Fluor Limited, our wholly-owned subsidiary (“Fluor Limited”), and Fluor Arabia Limited, a partially-owned subsidiary (“Fluor Arabia”), completed cost reimbursable engineering, procurement and construction management services for Sadara Chemical Company (“Sadara”) involving a large petrochemical facility in Jubail, Kingdom of Saudi Arabia. On August 23, 2019, Fluor Limited and Fluor Arabia Limited commenced arbitration proceedings against Sadara after it refused to pay invoices totaling approximately $100 million due under the contracts. As part of the arbitration proceedings, Sadara has asserted various counterclaims for damages and/or a refund of contract proceeds paid totaling $574 million against Fluor Limited and Fluor Arabia Limited.

Various wholly-owned subsidiaries of Fluor, in conjunction with a partner, TECHINT, (“Fluor/TECHINT”) performed engineering, procurement and construction management services on a cost reimbursable basis for Barrick Gold Corporation involving a gold mine and ore processing facility on a site straddling the border between Argentina and Chile. In 2013 Barrick terminated the Fluor/TECHINT agreements for convenience and not due to the performance of Fluor/TECHINT. On August 12, 2016, Barrick filed a notice of arbitration against Fluor/TECHINT, demanding damages and/or a refund of contract proceeds paid of not less than $250 million under various claims relating to Fluor/TECHINT’s alleged performance. Proceedings were suspended while the parties explored a possible settlement. In August 2019, Barrick drew down $36 million of letters of credit from Fluor/TECHINT ($24 million from Fluor and $12 million from TECHINT). Thereafter, Barrick proceeded to reactivate the arbitration. Barrick and Fluor/TECHINT exchanged detailed statements of claim and counterclaim pursuant to which Barrick's claim against Fluor/TECHINT totaled $364 million net of amounts acknowledged to be due to Fluor/TECHINT.

Fluor Enterprises Inc., our wholly-owned subsidiary, (“Fluor”) in conjunction with a partner, Balfour Beatty Infrastructure, Inc., (“Balfour”) formed a joint venture known as Prairie Link Constructors JV (“PLC”) and, through it, contracted with the North Texas Tollway Authority (“NTTA”) to provide design and build services in relation to the extension of the NTTA’s President George Bush Turnpike highway (“Project”). PLC completed the Project in 2012. In October 2022, the NTTA served PLC, Fluor and Balfour with a petition, filed at Dallas County Court, demanding damages of an unquantified amount under various claims relating to alleged breaches of contract and or negligence. In its initial disclosures as part of the litigation, the NTTA stated that its damages are expected to exceed $100 million and that damages will be calculated by experts and provided in the normal course of the litigation. We have answered the petition and asserted claims for, among other things, indemnity from subcontractors.

Other Matters

In February 2020, we announced that the SEC is conducting an investigation and requested documents and information related to projects for which we recorded charges in the second quarter of 2019. In April 2020 and January 2022, Fluor received subpoenas from the U.S. DOJ seeking documents and information related to the second quarter 2019 charges; certain of the projects associated with those charges; and certain project accounting, financial reporting and governance matters. These matters remain unresolved, and we have continued to cooperate and engage with the SEC and DOJ regarding these investigations including discussions with the SEC regarding the potential resolution of its investigation. Based upon our assessment in the fourth quarter of 2022, we recorded an accrual related to this matter, although no assurance can be given as to the ultimate outcome of these matters, and we are not able to predict whether any legal, regulatory or reputational impacts of any allegations or resolution of these matters will have a material impact on our results.

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Contract Assets and Liabilities

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Contract Assets and Liabilities

Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:

(in millions)	March 31, 2023		December 31, 2022
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts	$	866	$	738
Contract work in progress - lump-sum contracts	197		177
Contract assets	$	1,063	$	915
Advance billings deducted from contract assets	$	239	$	220
	3ME March 31,
(in millions)	2023		2022
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	$	313	$	531

We periodically evaluate our project forecasts and the amounts recognized with respect to our claims and unapproved change orders. We include estimated amounts for claims and unapproved change orders in project revenue to the extent it is probable we will realize those amounts. As of March 31, 2023 and December 31, 2022, we had recorded $526 million and $498 million, respectively, of revenue associated with claims and unapproved change orders for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had no material disputed back charges to suppliers or subcontractors as of March 31, 2023 and December 31, 2022.

Remaining Unsatisfied Performance Obligations

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

(in millions)	March 31, 2023
Within 1 year	$	13,056
1 to 2 years	7,412
Thereafter	3,890
Total RUPO	$	24,358

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Remaining Unsatisfied Performance Obligations

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Remaining Unsatisfied Performance Obligations

Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:

(in millions)	March 31, 2023		December 31, 2022
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts	$	866	$	738
Contract work in progress - lump-sum contracts	197		177
Contract assets	$	1,063	$	915
Advance billings deducted from contract assets	$	239	$	220
	3ME March 31,
(in millions)	2023		2022
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	$	313	$	531

We periodically evaluate our project forecasts and the amounts recognized with respect to our claims and unapproved change orders. We include estimated amounts for claims and unapproved change orders in project revenue to the extent it is probable we will realize those amounts. As of March 31, 2023 and December 31, 2022, we had recorded $526 million and $498 million, respectively, of revenue associated with claims and unapproved change orders for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had no material disputed back charges to suppliers or subcontractors as of March 31, 2023 and December 31, 2022.

Remaining Unsatisfied Performance Obligations

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

(in millions)	March 31, 2023
Within 1 year	$	13,056
1 to 2 years	7,412
Thereafter	3,890
Total RUPO	$	24,358

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Debt and Lines of Credit

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt and Lines of Credit

Debt and Lines of Credit

Debt consisted of the following:

(in millions)	March 31, 2023		December 31, 2022
Borrowings under credit facility	$	—	$	—
Current:
2023 Notes	$	—	$	138
Other borrowings	16		14
Total current	$	16	$	152
Long-term:
Senior Notes
2024 Notes	381		$	381
Unamortized discount on 2024 Notes	(1)		(1)
Unamortized deferred financing costs	—		—
2028 Notes	600		600
Unamortized discount on 2028 Notes	(1)		(1)
Unamortized deferred financing costs	(3)		(3)
Other long-term borrowings	2		2
Total long-term	$	978	$	978

Credit Facility

As of March 31, 2023, letters of credit totaling $420 million were outstanding under our $1.8 billion credit facility, which was amended in February 2023 to extend the maturity to February 2026. 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 $1.1 billion, defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. The credit facility also contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of March 31, 2023, we had not made any borrowings under our credit line and maintained a borrowing capacity of $828 million.

Uncommitted Lines of Credit

As of March 31, 2023, letters of credit totaling $957 million were outstanding under uncommitted lines of credit.

Senior Notes

In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

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Convertible Preferred Stock

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Convertible Preferred Stock

Convertible Preferred Stock

First quarter CPS dividends of $10 million were paid in February 2023. In April 2023, our Board of Directors approved the payment of second quarter CPS dividends of $10 million, payable in May 2023.

Each share of CPS is convertible at the holder's option at any time into 44.9585 shares of our common stock per share of CPS. The conversion rate is subject to certain customary adjustments, but no payment or adjustment for accumulated but unpaid dividends will be made upon conversion, subject to certain limited exceptions. The CPS may not be redeemed by us; however, we are able, since May 20, 2022, to elect to cause all outstanding shares of CPS to be converted into shares of our common stock at the conversion rate, subject to certain conditions (and, if such conversion occurs prior to May 20, 2024, the payment of a cash make-whole premium). The most significant condition to our ability to invoke a conversion prior to May 2024 is the requirement that our common stock trade above $28.92 for 20 consecutive trading days, which occurred in the fourth quarter of 2022 and persisted through March 31, 2023. We estimate that the cash make-whole payment would have

been $60 million (using the actual average 5-day trading price leading up to March 31, 2023). If a make-whole fundamental change, as defined in the certificate of designations for the CPS, occurs, we will in certain circumstances be required to increase the conversion rate for a holder who elects to convert shares of CPS in connection with such make-whole fundamental change.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

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

	March 31, 2023								December 31, 2022
	Fair Value Hierarchy								Fair Value Hierarchy
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trusts(1)	$	11	$	11	$	—	$	—	$	10	$	10	$	—	$	—
Derivative assets(2)
Foreign currency	8		—		8		—		9		—		9		—
Commodity	2		—		2		—		4		—		4		—
Liabilities:
SMR warrants(3)	$	29	$	16	$	13	$	—	$	38	$	21	$	17	$	—
Derivative liabilities(2)
Foreign currency	$	7	$	—	$	7	$	—	8		—		8		—
Commodity	1		—		1		—		1		—		1		—

_________________________________________________________

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

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

(3) The SMR warrant liabilities are comprised of public and private placement warrants redeemable by SMR under certain conditions, both measured using the price of the public warrants. The private placement warrants are not publicly traded and have been classified as Level 2 measurements while the public warrants are classified as Level 1.

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

		March 31, 2023				December 31, 2022
(in millions)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash(1)	Level 1	$	1,226	$	1,226	$	1,262	$	1,262
Cash equivalents(2)	Level 2	911		911		1,177		1,177
Marketable securities(2)	Level 2	174		174		185		185
Notes receivable, including noncurrent portion(3)	Level 3	9		9		9		9
Liabilities:
2023 Senior Notes(4)	Level 2	$	—	$	—	$	138	$	138
2024 Senior Notes(4)	Level 2	380		372		380		370
2028 Senior Notes(4)	Level 2	596		554		596		545
Other borrowings, including noncurrent portion(5)	Level 2	18		18		16		16

_________________________________________________________

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

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

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

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

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

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Equity Awards

Our executive and director stock-based compensation plans are described more fully in the 2022 10-K. In the 2023 and 2022 Quarters, RSUs totaling 383,974 and 367,380, respectively, were granted to executives at a weighted-average grant date fair value of $35.76 and $21.90 per share, respectively, and generally vest over three years.

Stock options for the purchase of 178,434 and 250,656 shares at a weighted-average exercise price of $35.76 and $21.90 per share were awarded to executives during the 2023 and 2022 Quarters, respectively. The options granted in 2023 and 2022 generally vest over three years and expire ten years after the grant date.

Performance-based award units totaling 274,755 were awarded to certain senior executives and all Section 16 officers during the 2023 Quarter and performance-based award units totaling 426,957 were awarded to Section 16 officers during the 2022 Quarter. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter. For awards granted under the 2023 performance plan, 80% of the award is earned based on achievement of earnings before taxes targets over three one-year periods and 20% of the award is earned based on our three-year cumulative TSR relative to companies in the S&P 500 on the date of the award. For the majority of awards, generally only one-third of the

units awarded in any given year are deemed to be granted each year of the 3-year vesting periods. During 2023, the following units were granted based upon the establishment of performance targets:

	Performance-based Award Units Granted in 2023	Weighted Average Grant Date Fair Value Per Share
2023 Performance Award Plan	91,585	$39.00
2022 Performance Award Plan	142,319	$35.87
2021 Performance Award Plan	204,622	$46.84

For awards granted under the 2023, 2022 and 2021 performance award plans, the number of units are adjusted at the end of each performance period based on achievement of certain performance targets and market conditions, as defined in the award agreements.

Liability Awards

SGI awards and performance-based awards for other executives vest and become payable at a rate of one-third of the total award each year.

	Location in Statement of Operations	3ME March 31,
Compensation Expense (in millions)		2023		2022
SGI awards	G&A	$	7	$	10
Performance-based awards for other executives	G&A	7		15

Liabilities (in millions)	Location on Balance Sheet	March 31, 2023		December 31, 2022
SGI awards	Accrued salaries, wages and benefits and Other noncurrent liabilities	$	48	$	92
Performance-based awards for other executives	Accrued salaries, wages and benefits and Other noncurrent liabilities	16		15

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Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2023

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

The components of OCI follow:

	3ME March 31, 2023						3ME March 31, 2022
(in millions)	Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount		Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount
OCI:
Foreign currency translation adjustments	$	46	$	—	$	46	$	29	$	—	$	29
Ownership share of equity method investees’ OCI	(1)		—		(1)		—		1		1
DB plan adjustments	1		—		1		1		—		1
Unrealized gain (loss) on hedges	—		—		—		(2)		—		(2)
Total OCI	46		—		46		28		1		29
Less: OCI attributable to NCI	—		—		—		—		—		—
OCI attributable to Fluor	$	46	$	—	$	46	$	28	$	1	$	29

The changes in AOCI balances follow:

(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of December 31, 2022	$	(328)	$	(25)	$	(13)	$	1	$	(365)
OCI before reclassifications	11		(1)		1		(1)		11
Amounts reclassified from AOCI	35		—		—		1		35
Net OCI	46		(1)		1		—		46
Balance as of March 31, 2023	$	(282)	$	(26)	$	(12)	$	1	$	(319)
Attributable to NCI:
Balance as of December 31, 2022	$	(2)	$	—	$	—	$	—	$	(2)
OCI before reclassifications	—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	—		—		—		—		—
Balance as of March 31, 2023	$	(2)	$	—	$	—	$	—	$	(2)
Attributable to Fluor:
Balance as of December 31, 2021	$	(300)	$	(56)	$	(18)	$	8	$	(366)
OCI before reclassifications	29		1		1		2		33
Amounts reclassified from AOCI	—		—		—		(4)		(4)
Net OCI	29		1		1		(2)		29
Balance as of March 31, 2022	$	(271)	$	(55)	$	(17)	$	6	$	(337)
Attributable to NCI:
Balance as of December 31, 2021	$	(3)	$	—	$	—	$	—	$	(3)
OCI before reclassifications	—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	—		—		—		—		—
Balance as of March 31, 2022	$	(3)	$	—	$	—	$	—	$	(3)

The reclassifications out of AOCI follow:

	Location in Statement of Operations	3ME March 31,
(in thousands)		2023		2022
Component of AOCI:
Foreign currency translation adjustment	Cost of revenue	$	(35)	$	—
Income tax benefit	Income tax expense (benefit)	—		—
Net of tax		$	(35)	$	—
Unrealized gain (loss) on derivative contracts:
Foreign currency contracts	Cost of revenue	$	(1)	$	5
Income tax expense	Income tax expense (benefit)	—		(1)
Net of tax		$	(1)	$	4

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Recent Accounting Pronouncements - (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	We did not implement any new accounting pronouncements during the 2023 Quarter. However, we are evaluating the impact of the future disclosures that may arise under recent SEC and other promulgators' proposals.

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Earnings Per Share - (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Calculations of Basic and Diluted EPS

	3ME March 31,
(in millions, except per share amounts)	2023		2022
Net earnings (loss) attributable to Fluor	$	(107)	$	48
Less: Dividends on CPS	10		10
Net earnings (loss) available to Fluor common stockholders	(117)		38
Weighted average common shares outstanding	142		142
Dilutive effect:
CPS	—		—
Stock options, RSUs and performance-based award units	—		2
Weighted average diluted shares outstanding	142		144
Basic EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Diluted EPS available to Fluor common stockholders	$	(0.82)	$	0.27
Anti-dilutive securities not included in shares outstanding:
CPS	27		27
Stock options, RSUs and performance-based award units	5		3

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Operating Information by Segment and Geographic Area - (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule Of Operating Information And Assets By Reportable Segment

	3ME March 31,
(in millions)	2023		2022
Revenue
Energy Solutions	$	1,612	$	1,174
Urban Solutions	1,208		1,061
Mission Solutions	649		593
Other	283		294
Total revenue	$	3,752	$	3,122
Segment profit (loss)
Energy Solutions	$	88	$	54
Urban Solutions	(20)		17
Mission Solutions	7		58
Other	(90)		(14)
Total segment profit (loss)	$	(15)	$	115
G&A	(62)		(71)
Impairment	—		63
Foreign currency loss	(41)		(19)
Interest income (expense), net	41		(9)
Earnings (loss) attributable to NCI	(23)		8
Earnings (loss) before taxes	$	(100)	$	87

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

	3ME March 31,
(in millions)	2023		2022
NuScale(1)	$	(29)	$	(21)
Stork	1		4
AMECO	(62)		3
Segment profit (loss)	$	(90)	$	(14)

(1) As of March 31, 2023, we had an approximate 56% ownership in NuScale.

Total assets by segment are as follows:

(in millions)	March 31, 2023		December 31, 2022
Energy Solutions	$	1,021	$	967
Urban Solutions	1,215		1,170
Mission Solutions	572		485
Other	516		583
Corporate	3,306		3,622
Total assets	$	6,630	$	6,827

Schedule of Revenues from External Customers and Assets by Geographical Areas

Revenue by project location follows:

	3ME March 31,
(in millions)	2023		2022
North America	$	2,651	$	1,908
Asia Pacific (including Australia)	324		249
Europe	512		549
Central and South America	221		351
Middle East and Africa	44		65
Total revenue	$	3,752	$	3,122

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

	3ME March 31
(In millions)	2023		2022
U.S. statutory federal tax expense (benefit)	$	(21)	$	18
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax effects	(3)		1
Valuation allowance	52		16
Foreign tax effects	8		2
Noncontrolling interest	5		(2)
Sale of AMECO South America	(10)		—
Other adjustments	(1)		(4)
Total income tax expense	$	30	$	31

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Contract Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Contract Assets and Liabilities

The following summarizes information about our contract assets and liabilities:

(in millions)	March 31, 2023		December 31, 2022
Information about contract assets:
Contract assets
Unbilled receivables - reimbursable contracts	$	866	$	738
Contract work in progress - lump-sum contracts	197		177
Contract assets	$	1,063	$	915
Advance billings deducted from contract assets	$	239	$	220
	3ME March 31,
(in millions)	2023		2022
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	$	313	$	531

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Remaining Unsatisfied Performance Obligations - (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of remaining performance obligation

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

(in millions)	March 31, 2023
Within 1 year	$	13,056
1 to 2 years	7,412
Thereafter	3,890
Total RUPO	$	24,358

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Debt and Lines of Credit (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following:

(in millions)	March 31, 2023		December 31, 2022
Borrowings under credit facility	$	—	$	—
Current:
2023 Notes	$	—	$	138
Other borrowings	16		14
Total current	$	16	$	152
Long-term:
Senior Notes
2024 Notes	381		$	381
Unamortized discount on 2024 Notes	(1)		(1)
Unamortized deferred financing costs	—		—
2028 Notes	600		600
Unamortized discount on 2028 Notes	(1)		(1)
Unamortized deferred financing costs	(3)		(3)
Other long-term borrowings	2		2
Total long-term	$	978	$	978

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Fair Value Measurements - (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis

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

	March 31, 2023								December 31, 2022
	Fair Value Hierarchy								Fair Value Hierarchy
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trusts(1)	$	11	$	11	$	—	$	—	$	10	$	10	$	—	$	—
Derivative assets(2)
Foreign currency	8		—		8		—		9		—		9		—
Commodity	2		—		2		—		4		—		4		—
Liabilities:
SMR warrants(3)	$	29	$	16	$	13	$	—	$	38	$	21	$	17	$	—
Derivative liabilities(2)
Foreign currency	$	7	$	—	$	7	$	—	8		—		8		—
Commodity	1		—		1		—		1		—		1		—

_________________________________________________________

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

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

(3) The SMR warrant liabilities are comprised of public and private placement warrants redeemable by SMR under certain conditions, both measured using the price of the public warrants. The private placement warrants are not publicly traded and have been classified as Level 2 measurements while the public warrants are classified as Level 1.

Schedule Of Carrying Values And Estimated Fair Values Of Financial Instruments Not Required To Be Measured At Fair Value

The following summarizes information about financial instruments that are not required to be measured at fair value:

		March 31, 2023				December 31, 2022
(in millions)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash(1)	Level 1	$	1,226	$	1,226	$	1,262	$	1,262
Cash equivalents(2)	Level 2	911		911		1,177		1,177
Marketable securities(2)	Level 2	174		174		185		185
Notes receivable, including noncurrent portion(3)	Level 3	9		9		9		9
Liabilities:
2023 Senior Notes(4)	Level 2	$	—	$	—	$	138	$	138
2024 Senior Notes(4)	Level 2	380		372		380		370
2028 Senior Notes(4)	Level 2	596		554		596		545
Other borrowings, including noncurrent portion(5)	Level 2	18		18		16		16

_________________________________________________________

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

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

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

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

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

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Activity

During 2023, the following units were granted based upon the establishment of performance targets:

	Performance-based Award Units Granted in 2023	Weighted Average Grant Date Fair Value Per Share
2023 Performance Award Plan	91,585	$39.00
2022 Performance Award Plan	142,319	$35.87
2021 Performance Award Plan	204,622	$46.84

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award

	Location in Statement of Operations	3ME March 31,
Compensation Expense (in millions)		2023		2022
SGI awards	G&A	$	7	$	10
Performance-based awards for other executives	G&A	7		15

Liabilities (in millions)	Location on Balance Sheet	March 31, 2023		December 31, 2022
SGI awards	Accrued salaries, wages and benefits and Other noncurrent liabilities	$	48	$	92
Performance-based awards for other executives	Accrued salaries, wages and benefits and Other noncurrent liabilities	16		15

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Other Comprehensive Income (Loss) - (Tables)

3 Months Ended

Mar. 31, 2023

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Schedule of Tax Effects of Components of Other Comprehensive Income (Loss)

The components of OCI follow:

	3ME March 31, 2023						3ME March 31, 2022
(in millions)	Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount		Before-Tax Amount		Tax Benefit (Expense)		Net-of-Tax Amount
OCI:
Foreign currency translation adjustments	$	46	$	—	$	46	$	29	$	—	$	29
Ownership share of equity method investees’ OCI	(1)		—		(1)		—		1		1
DB plan adjustments	1		—		1		1		—		1
Unrealized gain (loss) on hedges	—		—		—		(2)		—		(2)
Total OCI	46		—		46		28		1		29
Less: OCI attributable to NCI	—		—		—		—		—		—
OCI attributable to Fluor	$	46	$	—	$	46	$	28	$	1	$	29

Schedule of Changes in Accumulated Other Comprehensive Income Balances By Component (After-Tax)

The changes in AOCI balances follow:

(in millions)	Foreign Currency Translation		Ownership Share of Equity Method Investees’ OCI		DB Plans		Unrealized Gain (Loss) on Hedges		AOCI, Net
Attributable to Fluor:
Balance as of December 31, 2022	$	(328)	$	(25)	$	(13)	$	1	$	(365)
OCI before reclassifications	11		(1)		1		(1)		11
Amounts reclassified from AOCI	35		—		—		1		35
Net OCI	46		(1)		1		—		46
Balance as of March 31, 2023	$	(282)	$	(26)	$	(12)	$	1	$	(319)
Attributable to NCI:
Balance as of December 31, 2022	$	(2)	$	—	$	—	$	—	$	(2)
OCI before reclassifications	—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	—		—		—		—		—
Balance as of March 31, 2023	$	(2)	$	—	$	—	$	—	$	(2)
Attributable to Fluor:
Balance as of December 31, 2021	$	(300)	$	(56)	$	(18)	$	8	$	(366)
OCI before reclassifications	29		1		1		2		33
Amounts reclassified from AOCI	—		—		—		(4)		(4)
Net OCI	29		1		1		(2)		29
Balance as of March 31, 2022	$	(271)	$	(55)	$	(17)	$	6	$	(337)
Attributable to NCI:
Balance as of December 31, 2021	$	(3)	$	—	$	—	$	—	$	(3)
OCI before reclassifications	—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—
Net OCI	—		—		—		—		—
Balance as of March 31, 2022	$	(3)	$	—	$	—	$	—	$	(3)

Schedule of Significant Items Reclassified Out of Aoci and Corresponding Location and Impact

The reclassifications out of AOCI follow:

	Location in Statement of Operations	3ME March 31,
(in thousands)		2023		2022
Component of AOCI:
Foreign currency translation adjustment	Cost of revenue	$	(35)	$	—
Income tax benefit	Income tax expense (benefit)	—		—
Net of tax		$	(35)	$	—
Unrealized gain (loss) on derivative contracts:
Foreign currency contracts	Cost of revenue	$	(1)	$	5
Income tax expense	Income tax expense (benefit)	—		(1)
Net of tax		$	(1)	$	4

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Amounts Attributable to Parent, Disclosures [Abstract]
Net earnings (loss) attributable to Fluor	$ (107)	$ 48
Less: Dividends on CPS	10	10
Net earnings (loss) available to Fluor common stockholders, basic	$ (117)	$ 38
Weighted average common shares outstanding (shares)	142	142
Dilutive effect:
CPS (in shares)	0	0
Stock options, RSUs and performance-based award units (in shares)	0	2
Weighted average diluted shares outstanding (in shares)	142	144
EPS available to Fluor common stockholders, basic (in dollars per share)	$ (0.82)	$ 0.27
EPS available to Fluor common stockholders, diluted (in dollars per share)	$ (0.82)	$ 0.27

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Earnings Per Share - Antidilutive Securities Excluded from Computation of EPS (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CPS
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities not in shares outstanding (in shares)	27	27
Stock options, RSUs and performance-based award units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities not in shares outstanding (in shares)	5	3

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Operating Information by Segment and Geographic Area - Reportable Segments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Revenue	$ 3,752	$ 3,122
Segment profit (loss)	(141)	96
G&A	(62)	(71)
Impairment	0	63
Foreign currency loss	(41)	(19)
Earnings (loss) before taxes	(100)	87
Continuing Operations
Segment Reporting Information [Line Items]
G&A	(62)	(71)
Impairment	0	63
Foreign currency loss	(41)	(19)
Interest income (expense), net	41	(9)
Earnings (loss) attributable to NCI	(23)	8
Earnings (loss) before taxes	(100)	87
Continuing Operations | Reportable segments
Segment Reporting Information [Line Items]
Revenue	3,752	3,122
Segment profit (loss)	(15)	115
Continuing Operations | Reportable segments | Energy Solutions
Segment Reporting Information [Line Items]
Revenue	1,612	1,174
Segment profit (loss)	88	54
Continuing Operations | Reportable segments | Urban Solutions
Segment Reporting Information [Line Items]
Revenue	1,208	1,061
Segment profit (loss)	(20)	17
Continuing Operations | Reportable segments | Mission Solutions
Segment Reporting Information [Line Items]
Revenue	649	593
Segment profit (loss)	7	58
Continuing Operations | Reportable segments | Other
Segment Reporting Information [Line Items]
Revenue	283	294
Segment profit (loss)	$ (90)	$ (14)

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Operating Information by Segment and Geographic Area - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment reporting information
Revenue	$ 3,752	$ 3,122
Disposal Group, Not Discontinued Operations | AMECO
Segment reporting information
Proceeds from divestiture of businesses	144
Cash divestiture	17
Loss on sale	60
AMECO divestiture, negative impact on earnings from foreign currency translation	$ 35
Fluor Corporation | NuScale | Disposal Group, Not Discontinued Operations
Segment reporting information
Entity's interest in partnership or joint venture (percent)	56.00%
Energy Solutions
Segment reporting information
Expense from embedded foreign currency derivatives	$ 39	13
Energy Solutions | Large LNG Project
Segment reporting information
Effect of forecast revision on estimated project cost	$ 22
Effect of forecast revision on estimated project cost (in dollars per share)	$ 0.09
Urban Solutions | LAX Automated People Mover project
Segment reporting information
Effect of forecast revision on estimated project cost	$ 59
Effect of forecast revision on estimated project cost (in dollars per share)	$ 0.34
Urban Solutions | Professional Staffing Business | Consolidation, Eliminations
Segment reporting information
Revenue	$ 69	$ 60
Mission Solutions | Weapons Facility Project
Segment reporting information
Effect of forecast revision on estimated project cost	$ 21
Effect of forecast revision on estimated project cost (in dollars per share)	$ 0.12

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Operating Information by Segment and Geographic Area - Other Segment Profit (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Operating profit (loss)	$ (141)	$ 96
Reportable segments | Continuing Operations
Segment Reporting Information [Line Items]
Operating profit (loss)	(15)	115
Reportable segments | Other | Continuing Operations
Segment Reporting Information [Line Items]
Operating profit (loss)	(90)	(14)
Reportable segments | Other | Continuing Operations | NuScale
Segment Reporting Information [Line Items]
Operating profit (loss)	(29)	(21)
Reportable segments | Other | Continuing Operations | Stork
Segment Reporting Information [Line Items]
Operating profit (loss)	1	4
Reportable segments | Other | Continuing Operations | AMECO
Segment Reporting Information [Line Items]
Operating profit (loss)	$ (62)	$ 3

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Operating Information by Segment and Geographic Area - Total Assets (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Segment reporting information
Total assets	$ 6,630	$ 6,827
Reportable segments | Energy Solutions
Segment reporting information
Total assets	1,021	967
Reportable segments | Urban Solutions
Segment reporting information
Total assets	1,215	1,170
Reportable segments | Mission Solutions
Segment reporting information
Total assets	572	485
Reportable segments | Other
Segment reporting information
Total assets	516	583
Corporate
Segment reporting information
Total assets	$ 3,306	$ 3,622

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Operating Information by Segment and Geographic Area - External Revenue and Total Assets by Geographic Area (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 3,752	$ 3,122
North America
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	2,651	1,908
Asia Pacific (including Australia)
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	324	249
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	512	549
Central and South America
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	221	351
Middle East and Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 44	$ 65

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Impairment - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Energy Solutions | Stork and AMECO
Restructuring [Line Items]
Fair value adjustment of Stork and AMECO assets	$ (63)

XML

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate, continuing operations (as a percent)	(30.10%)	35.40%
U.S. statutory federal tax expense (benefit)	$ (21)	$ 18
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax effects	(3)	1
Valuation allowance	52	16
Foreign tax effects	8	2
Noncontrolling interest	5	(2)
Sale of AMECO South America	(10)	0
Other adjustments	(1)	(4)
Income tax expense	$ 30	$ 31

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Partnerships and Joint Ventures - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Other accrued liabilities	$ (743)	$ (679)
Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Other accrued liabilities	(14)
Net ( liability) assets		46
Variable Interest Entity, Not Primary Beneficiary | Future funding commitment
Schedule of Equity Method Investments [Line Items]
Commitment amount	57
Variable Interest Entity, Not Primary Beneficiary | Accrued Liabilities
Schedule of Equity Method Investments [Line Items]
Investments in loss position, included in other accrued liabilities	379	312
Variable Interest Entity, Not Primary Beneficiary | Accounts and notes receivable, net
Schedule of Equity Method Investments [Line Items]
Accounts receivable, net	$ 190	$ 185

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Guarantees - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Guarantor Obligations [Line Items]
Performance guarantee obligation not material	$ 0	$ 0
Performance Guarantee
Guarantor Obligations [Line Items]
Estimated performance guarantees outstanding	$ 15,000

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Commitments and Contingencies - Narrative (Details) $ in Millions			1 Months Ended
	Aug. 23, 2019 AUD ($)	Dec. 13, 2016 AUD ($) referee	Oct. 31, 2022 USD ($)	Sep. 30, 2018 action	Mar. 31, 2023 USD ($)	Aug. 31, 2019 USD ($)	Aug. 23, 2019 USD ($)	Aug. 12, 2016 USD ($)
Loss Contingencies [Line Items]
Number of actions filed | action				11
Santos Ltd. | Pending Litigation
Loss Contingencies [Line Items]
Damages sought		$ 1,470
Estimate of possible loss		$ 236
Loss Contingency, Trial or Alternative Dispute Resolution, Number of Referees Apointed | referee		3
Loss Contingency, Panel Referred Damages Awarded from Other Party, Value		$ 700
Sadara Chemical Company | Pending Litigation
Loss Contingencies [Line Items]
Damages sought	$ 100
Estimate of possible loss							$ 574,000,000
Fluor/TECHINT | Pending Litigation
Loss Contingencies [Line Items]
Estimate of possible loss					$ 364,000,000			$ 250,000,000
North Texas Tollway Authority | Pending Litigation
Loss Contingencies [Line Items]
Damages sought			$ 100,000,000
Barrick | Fluor/TECHINT
Loss Contingencies [Line Items]
Letters of credit outstanding, amount						$ 36,000,000
Parent Company | Barrick | Fluor/TECHINT
Loss Contingencies [Line Items]
Letters of credit outstanding, amount						24,000,000
Partnership Interest | Barrick | Fluor/TECHINT
Loss Contingencies [Line Items]
Letters of credit outstanding, amount						$ 12,000,000

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Contract Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Contract assets
Unbilled receivables - reimbursable contracts	$ 866		$ 738
Contract work in progress - lump-sum contracts	197		177
Contract assets	1,063		915
Advance billings deducted from contract assets	239		220
Information about contract liabilities:
Revenue recognized that was included in contract liabilities as of January 1	313	$ 531
Claim revenue for costs	$ 526		$ 498

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Remaining Unsatisfied Performance Obligations - Schedule of remaining performance obligation (Details) $ in Millions	Mar. 31, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining unsatisfied performance obligation	$ 24,358
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue from Contract with Customer [Abstract]
Remaining unsatisfied performance obligation	$ 13,056
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining unsatisfied performance obligation (in years)	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue from Contract with Customer [Abstract]
Remaining unsatisfied performance obligation	$ 7,412
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining unsatisfied performance obligation (in years)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue from Contract with Customer [Abstract]
Remaining unsatisfied performance obligation	$ 3,890
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining unsatisfied performance obligation (in years)

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Debt and Lines of Credit - Schedule of Debt (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Financing Arrangements
Borrowings under credit facility	$ 0	$ 0
Short-term debt and current portion of long-term debt	16	152
Long-term debt	978	978
Other long-term borrowings	2	2
Total long-term	978	978
2023 Notes
Financing Arrangements
Short-term debt and current portion of long-term debt	0	138
Other Debt Obligations
Financing Arrangements
Short-term debt and current portion of long-term debt	16	14
2024 Notes
Financing Arrangements
Long-term debt	381	381
Unamortized discount	(1)	(1)
Unamortized deferred financing costs	0	0
2028 Notes
Financing Arrangements
Long-term debt	600	600
Unamortized discount	(1)	(1)
Unamortized deferred financing costs	$ (3)	$ (3)

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Debt and Lines of Credit - Narrative (Details) € in Millions, $ in Millions	1 Months Ended		3 Months Ended
	Jan. 31, 2023 USD ($)	Jan. 31, 2023 EUR (€)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 EUR (€)
2023 Notes
Financing Arrangements
Repayments of Debt	$ 140	€ 129
Lines of credit
Financing Arrangements
Amount outstanding under credit facilities			$ 420
Lines of credit | Committed Line of Credit
Financing Arrangements
Remaining borrowing capacity of credit facility			828
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement
Financing Arrangements
Maximum borrowing capacity			1,800
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | Subsidiaries
Financing Arrangements
Covenant minimum liquidity			1,100
Covenant minimum liquidity, after repayments of debt			$ 1,000
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | Minimum
Financing Arrangements
Ratio of consolidated debt to tangible net worth (as a percent)			60.00%
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | Maximum | Subsidiaries
Financing Arrangements
Aggregate amount of debt			$ 750	€ 750
Lines of credit | Uncommitted Line of Credit
Financing Arrangements
Amount outstanding under credit facilities			$ 957

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Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Apr. 30, 2023 USD ($)	Feb. 28, 2023 USD ($)	Mar. 31, 2023 USD ($) segment $ / shares
Class of Stock [Line Items]
Preferred stock dividends paid		$ 10
Preferred stock, convertible, conversion rate (in shares)			44.9585
Subsequent Event
Class of Stock [Line Items]
Preferred stock dividends declared amount	$ 10
Convertible Preferred Stock
Class of Stock [Line Items]
Force conversion required minimum common stock trade price (in dollars per share) | $ / shares			$ 28.92
Preferred stock, conversion feature, threshold consecutive trading days (in days) | segment			20
Preferred stock, estimated make-whole payment estimate			$ 60

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Fair Value Measurements - Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair value of assets and liabilities measured on recurring basis
Deferred compensation trusts	$ 11	$ 10
SMR Warrants
Fair value of assets and liabilities measured on recurring basis
Derivative liabilities	29	38
Foreign currency contracts
Fair value of assets and liabilities measured on recurring basis
Derivative assets	8	9
Derivative liabilities	7	8
Commodity
Fair value of assets and liabilities measured on recurring basis
Derivative assets	2	4
Derivative liabilities	1	1
Level 1
Fair value of assets and liabilities measured on recurring basis
Deferred compensation trusts	11	10
Level 1 | SMR Warrants
Fair value of assets and liabilities measured on recurring basis
Derivative liabilities	16	21
Level 2 | SMR Warrants
Fair value of assets and liabilities measured on recurring basis
Derivative liabilities	13	17
Level 2 | Foreign currency contracts
Fair value of assets and liabilities measured on recurring basis
Derivative assets	8	9
Derivative liabilities	7	8
Level 2 | Commodity
Fair value of assets and liabilities measured on recurring basis
Derivative assets	2	4
Derivative liabilities	$ 1	$ 1

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Fair Value Measurements - Financial Instruments Not Required to be Measured at Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Carrying Value | Level 2
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Marketable securities, current	$ 174	$ 185
Carrying Value | Level 2 | 2023 Notes
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	0	138
Carrying Value | Level 2 | 2024 Notes
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	380	380
Carrying Value | Level 2 | 2028 Notes
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	596	596
Carrying Value | Level 2 | Other borrowings
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	18	16
Carrying Value | Level 3
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Notes receivable, including noncurrent portion	9	9
Carrying Value | Cash | Level 1
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Cash and cash equivalents	1,226	1,262
Carrying Value | Cash Equivalents | Level 2
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Cash and cash equivalents	911	1,177
Fair Value | Level 2
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Marketable securities, current	174	185
Fair Value | Level 2 | 2023 Notes
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	0	138
Fair Value | Level 2 | 2024 Notes
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	372	370
Fair Value | Level 2 | 2028 Notes
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	554	545
Fair Value | Level 2 | Other borrowings
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Debt	18	16
Fair Value | Level 3
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Notes receivable, including noncurrent portion	9	9
Fair Value | Cash | Level 1
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Cash and cash equivalents	1,226	1,262
Fair Value | Cash Equivalents | Level 2
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis
Cash and cash equivalents	$ 911	$ 1,177

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Stock-Based Compensation - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 period $ / shares shares	Mar. 31, 2022 $ / shares shares
Stock-Based Plans
Percent of earnings before taxes	80.00%
Number of measurement periods | period	3
Earnings before taxes measurement periods (in years)	1 year
Award vesting measurement, percent of TSR	20.00%
Award vesting measurement, TSR period (in years)	3 years
Restricted Stock Units | Executives
Stock-Based Plans
Granted (in shares)	383,974	367,380
Granted, weighted average grant date fair value (in dollars per share) | $ / shares	$ 35.76	$ 21.90
Vesting period ( in years )	3 years	3 years
Stock Options
Stock-Based Plans
Vesting period ( in years )	3 years
Expiration period (in years)	10 years
Stock Options | Executives
Stock-Based Plans
Options granted (in shares)	178,434	250,656
Options granted weighted-average exercise price, per share (in dollars per share) | $ / shares	$ 35.76	$ 21.90
Performance-Based Awards
Stock-Based Plans
Vesting period ( in years )	3 years
Performance-Based Awards | Executives
Stock-Based Plans
Granted (in shares)	274,755	426,957

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Stock-Based Compensation - VDI Units Granted (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
2023 Performance Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based Award Units Granted in 2023 (in shares) | shares	91,585
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares	$ 39.00
2022 Performance Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based Award Units Granted in 2023 (in shares) | shares	142,319
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares	$ 35.87
2021 Performance Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based Award Units Granted in 2023 (in shares) | shares	204,622
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares	$ 46.84

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Stock-Based Compensation - Compensation Expense (Details) - Executives - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
SGI Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Liabilities associated with SGI awards	$ 48		$ 92
SGI Awards | Corporate General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	7	$ 10
Performance-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Liabilities associated with SGI awards	16		$ 15
Performance-Based Awards | Corporate General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 7	$ 15

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Other Comprehensive Income (Loss) - Tax Effects of Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	$ 46,000	$ 28,000
Tax Benefit (Expense)	0	1,000
Total OCI, net of tax	46,000	29,000
Foreign currency translation adjustments
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	46,000	29,000
Tax Benefit (Expense)	0	0
Total OCI, net of tax	46,000	29,000
Ownership share of equity method investees’ OCI
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	(1,000)	0
Tax Benefit (Expense)	0	1,000
Total OCI, net of tax	(1,000)	1,000
DB plan adjustments
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	1,000	1,000
Tax Benefit (Expense)	0	0
Total OCI, net of tax	1,000	1,000
Unrealized gain (loss) on hedges
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	0	(2,000)
Tax Benefit (Expense)	0	0
Total OCI, net of tax	0	(2,000)
Less: OCI attributable to NCI
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	0	0
Tax Benefit (Expense)	0	0
Total OCI, net of tax	0	0
AOCI
Tax effects of the components of other comprehensive income (loss)
Before-Tax Amount	46,000	28,000
Tax Benefit (Expense)	0	1,000
Total OCI, net of tax	$ 46,000	$ 29,000

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Other Comprehensive Income (Loss) - Changes in AOCI Balances by Component (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Changes in AOCI balances by component (after-tax)
Beginning balance	$ 1,996,000	$ 1,567,000
Total OCI, net of tax	46,000	29,000
Ending balance	1,907,000	1,645,000
AOCI, Net
Changes in AOCI balances by component (after-tax)
Beginning balance	(365,000)	(366,000)
OCI before reclassifications	11,000	33,000
Amounts reclassified from AOCI	35,000	(4,000)
Total OCI, net of tax	46,000	29,000
Ending balance	(319,000)	(337,000)
Foreign Currency Translation
Changes in AOCI balances by component (after-tax)
Beginning balance	(328,000)	(300,000)
OCI before reclassifications	11,000	29,000
Amounts reclassified from AOCI	35,000	0
Total OCI, net of tax	46,000	29,000
Ending balance	(282,000)	(271,000)
Ownership Share of Equity Method Investees’ OCI
Changes in AOCI balances by component (after-tax)
Beginning balance	(25,000)	(56,000)
OCI before reclassifications	(1,000)	1,000
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	(1,000)	1,000
Ending balance	(26,000)	(55,000)
DB Plans
Changes in AOCI balances by component (after-tax)
Beginning balance	(13,000)	(18,000)
OCI before reclassifications	1,000	1,000
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	1,000	1,000
Ending balance	(12,000)	(17,000)
Unrealized Gain (Loss) on Hedges
Changes in AOCI balances by component (after-tax)
Beginning balance	1,000	8,000
OCI before reclassifications	(1,000)	2,000
Amounts reclassified from AOCI	1,000	(4,000)
Total OCI, net of tax	0	(2,000)
Ending balance	1,000	6,000
Less: OCI attributable to NCI
Changes in AOCI balances by component (after-tax)
Beginning balance	(2,000)	(3,000)
OCI before reclassifications	0	0
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	0	0
Ending balance	(2,000)	(3,000)
Foreign Currency Translation
Changes in AOCI balances by component (after-tax)
Beginning balance	(2,000)	(3,000)
OCI before reclassifications	0	0
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	0	0
Ending balance	(2,000)	(3,000)
Ownership Share of Equity Method Investees’ OCI
Changes in AOCI balances by component (after-tax)
Beginning balance	0	0
OCI before reclassifications	0	0
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	0	0
Ending balance	0	0
DB Plans
Changes in AOCI balances by component (after-tax)
Beginning balance	0	0
OCI before reclassifications	0	0
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	0	0
Ending balance	0	0
Unrealized Gain (Loss) on Hedges
Changes in AOCI balances by component (after-tax)
Beginning balance	0	0
OCI before reclassifications	0	0
Amounts reclassified from AOCI	0	0
Total OCI, net of tax	0	0
Ending balance	$ 0	$ 0

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Other Comprehensive Income (Loss) - Significant Items Reclassified Out of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Reclassifications out of accumulated other comprehensive income (loss)
Income tax expense	$ (30,000)	$ (31,000)
Net earnings (loss)	(130,000)	56,000
Reclassified out of AOCI | Ownership Share of Equity Method Investees’ OCI
Reclassifications out of accumulated other comprehensive income (loss)
Cost of revenue	(35,000)	0
Income tax expense	0	0
Net earnings (loss)	(35,000)	0
Reclassified out of AOCI | Unrealized Gain (Loss) on Hedges
Reclassifications out of accumulated other comprehensive income (loss)
Income tax expense	0	(1,000)
Net earnings (loss)	(1,000)	4,000
Reclassified out of AOCI | Unrealized Gain (Loss) on Hedges | Foreign currency contracts
Reclassifications out of accumulated other comprehensive income (loss)
Cost of revenue	$ (1,000)	$ 5,000