0001124198false00011241982023-08-042023-08-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 4, 2023
 
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware 001-16129 33-0927079
(State or other jurisdiction of
incorporation or organization)		 (Commission File Number) (IRS Employer Identification
Number)
 
6700 Las Colinas Blvd. 
Irving,Texas75039
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (469) 398-7000

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                         Emerging growth company ☐ 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 2.02.  Results of Operations and Financial Condition.
 
On August 4, 2023, Fluor Corporation (the “Company”) announced its financial results for the quarter ended June 30, 2023. A copy of the press release (the “Earnings Release”) making this announcement is attached hereto as Exhibit 99.1.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.
 
The Company includes backlog and new awards data in the Earnings Release. Backlog is a measure of the total dollar value of work to be performed on contracts awarded and in progress. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. New awards measure the total dollar value of work to be performed on contracts awarded in the period. Backlog and new awards measures are regularly reported in the construction industry.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit
Number		 Description
99.1 
104Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.
2

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

Date: August 4, 2023
FLUOR CORPORATION
  
 By:/s/Joseph L. Brennan
  Joseph L. Brennan
  Chief Financial Officer

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

FLUOR REPORTS SECOND QUARTER 2023 RESULTS

•Q2 2023 net earnings attributable to Fluor of $61 million reflects strong performance from Energy Solutions and Urban Solutions
•Q2 2023 diluted earnings per share (EPS) of $0.35; adjusted diluted EPS of $0.76
•Q2 2023 revenue of $3.9 billion, an increase of 20% compared to prior year
•New awards of $3.7 billion, 70% reimbursable
•Company raises 2023 adjusted EPS guidance and tightens adjusted EBITDA guidance


IRVING, Texas (August 4, 2023) - Fluor Corporation (NYSE: FLR) announced financial results for its second quarter ended June 30, 2023. Revenue for the quarter was $3.9 billion and net earnings attributable to Fluor were $61 million, or $0.35 per diluted share. Consolidated segment profit1 for the quarter was $191 million compared to $108 million profit in the second quarter of 2022. Excluding the adjustments outlined in the reconciliation table at the end of this release, the company recognized adjusted earnings per diluted share1 of $0.76.


“Our positive results for the quarter continue to support our strategic direction and confirms there is strong demand for our engineering and construction solutions,” said David E. Constable, chairman and chief executive officer of Fluor. “We believe we are approaching an inflection point that will deliver increasing shareholder value.”

1 Non-GAAP Financial Measure. See “Non-GAAP Financial Measures” for additional information.
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Second quarter new awards were consistent with company expectations at $3.7 billion compared to $3.6 billion in the second quarter of 2022. Ending consolidated backlog was $25.5 billion compared to $19.5 billion a year ago. General and administrative expenses for the second quarter of 2023 were $60 million compared to Q2 2022 expenses of $45 million. Fluor’s cash and marketable securities at the end of the quarter were $2.1 billion, excluding cash held by NuScale.

Outlook

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

Fluor is increasing its full year adjusted EPS guidance from $1.50 to $1.90 per diluted share to a range of $2.00 to $2.30 per diluted share. The company is also tightening its full year adjusted EBITDA guidance from the previous range of $450 to $600 million to an updated range of $500 to $600 million. This revised guidance is based on the strong underlying performance of our non-legacy portfolio and achieving as-sold margins on large Energy Solutions projects. The company also reaffirms its guidance for 2026.

2023
2026
Adjusted EBITDA1 Guidance
$500 to $600 million
$800 to $950 million
Adjusted EPS1 Guidance
$2.00 to $2.30 per share

$3.10 to $3.60 per share


Adjusted EPS and adjusted EBITDA guidance exclude items similar to those outlined in the reconciliation table at the end of this release.


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Business Segments

Energy Solutions reported a profit of $89 million in the second quarter compared to $65 million in the second quarter of 2022. The increase in segment profit from the prior year was the result of the ramp-up of execution activities on refinery projects in Mexico and positive forecast adjustments totaling $74 million on two projects. This was partially offset by $34 million in cost growth and schedule extension on a large upstream legacy project that is nearing completion. Revenue for the quarter increased to $1.7 billion from $1.3 billion a year ago due to increased execution activities on refinery projects in Mexico, mid-scale LNG projects and recently awarded chemicals projects in China. New awards in the quarter totaled $753 million, compared to $1.3 billion in the second quarter of 2022. Ending backlog was $7.6 billion compared to $8.4 billion a year ago.


Urban Solutions reported a profit of $76 million in the second quarter compared to $12 million profit in the second quarter of 2022. Results include a positive forecast adjustment on a legacy infrastructure project as well as the ramp-up of execution activities on newly awarded projects. Revenue for the second quarter increased to $1.2 billion from $1.1 billion a year ago. New awards for the quarter were $2.3 billion, up from $2.0 billion a year ago. Ending backlog was $11.7 billion compared to $8.3 billion a year ago.


Mission Solutions reported a profit of $40 million in the second quarter compared to $28 million in the second quarter of 2022. Results for the quarter reflect increased execution on a European logistics support project for the Army and the carbon-free power project for NuScale’s client partially offset by an incremental charge for cost growth on the F.E. Warren Air Force Base project. Revenue for the second quarter increased to $705 million from $547 million a year ago. New awards for the quarter totaled $339 million, compared to $52 million in the second quarter of 2022. Ending backlog was $4.9 billion compared to $1.9 billion a year ago.

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The Other segment, which includes Stork and Fluor’s 56% ownership in NuScale, reported revenue of $311 million and a loss of $14 million. Segment results for the quarter include $23 million of loss related to NuScale.


Conference Call

Fluor will host a conference call at 8:30 a.m. Eastern on Friday, August 4, which will be webcast live and can be accessed by logging onto investor.fluor.com. The call will also be accessible by telephone at 888-800-3960 (U.S./Canada) or +1 646-307-1852. The conference ID is 4438700.

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

Non-GAAP Financial Measures

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


About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 40,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $13.7 billion in 2022 and is ranked 303 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years. For more information, please visit www.fluor.com or follow Fluor on Twitter, LinkedIn, Facebook and YouTube.




















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

Actual results may differ materially as a result of a number of factors, including, among other things, the cyclical nature of many of the markets the Company serves; the Company's failure to receive new contract awards; cost overruns, project delays or other problems arising from project execution activities, including the failure to meet cost and schedule estimates; intense competition in the industries in which we operate; failure of our joint venture or other partners to perform their obligations; the failure of our suppliers, subcontractors and other third parties to adequately perform services under our contracts; cyber-security breaches; possible information technology interruptions; foreign economic and political uncertainties; client cancellations of, or scope adjustments to, existing contracts; the inability to hire and retain qualified personnel; failure to maintain safe worksites and international security risks; risks or uncertainties associated with events outside of our control, including weather conditions, pandemics, public health crises, political crises or other catastrophic events; the use of estimates and assumptions in preparing our financial statements; client delays or defaults in making payments; uncertainties, restrictions and regulations impacting our government contracts; the potential impact of certain tax matters; the Company's ability to secure appropriate insurance; liabilities associated with the performance of nuclear services; foreign currency risks; the loss of one or a few clients that account for a significant portion of the Company's revenues; failure to adequately protect intellectual property rights; asset impairments; climate change and related environmental issues; increasing scrutiny with respect to sustainability practices; risks related to our indebtedness; the availability of credit and restrictions imposed by credit facilities, both for the Company and our clients, suppliers, subcontractors or other partners; possible limitations on bonding or letter of credit capacity; failure to obtain favorable results in existing or future litigation and regulatory proceedings, dispute resolution proceedings or claims, including claims for additional costs; failure by us or our employees, agents or partners to comply with laws; new or changing legal requirements, including those relating to environmental, health and safety matters; failure to successfully implement our strategic and operational initiatives; risks arising from the inability to successfully integrate acquired businesses; risks related to provisions of our convertible preferred stock; and restrictions on possible transactions imposed by our charter documents and Delaware law. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections.

Additional information concerning these and other factors can be found in the Company's public periodic filings with the Securities and Exchange Commission, including the discussion under the heading "Item 1A. Risk Factors" in the Company's Form 10-K filed on February 21, 2023. Such filings are available either publicly or upon request from Fluor's Investor Relations Department: (469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.





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SUMMARY OF FINANCIALS AND U.S. GAAP RECONCILIATION OF CONSOLIDATED SEGMENT PROFIT (LOSS)(1)
Three Months Ended June 30,Six Months Ended
June 30,
(in millions)2023202220232022
Revenue
Energy Solutions$1,721 $1,330 $3,333 $2,505 
Urban Solutions1,202 1,134 2,411 2,195 
Mission Solutions705 547 1,354 1,140 
Other311 288 594 582 
Total revenue$3,939 $3,299 $7,692 $6,422 
Segment profit (loss) $ and margin %
Energy Solutions$89 5.2%$65 4.9%$178 5.3%$119 4.8%
Urban Solutions76 6.3%12 1.1%55 2.3%29 1.3%
Mission Solutions40 5.7%28 5.1%47 3.5%86 7.5%
Other(14)NM3 NM(104)NM(11)NM
Total segment profit $ and margin %(1)
$191 4.8%$108 3.3%$176 2.3%$223 3.5%
G&A(60)(45)(121)(117)
Impairment— — — 63 
Foreign currency gain (loss)(44)36 (86)18 
Interest expense, net37 (1)78 (10)
Earnings (loss) attributable to NCI7 7 (16)14 
Earnings before taxes131 105 31 191 
Income tax expense(63)(32)(93)(63)
Net earnings (loss)$68 $73 $(62)$128 
Less: Net earnings (loss) attributable to NCI7 7 (16)14 
Net earnings (loss) attributable to Fluor$61 $66 $(46)$114 
New awards
Energy Solutions$753 $1,339 $1,465 $2,021 
Urban Solutions2,282 1,996 4,057 2,616 
Mission Solutions339 52 670 438 
Other336 163 752 401 
Total new awards$3,710 $3,550 $6,944 $5,476 
New awards related to projects located outside of the U.S.49%54%
(1) Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences.

Backlog (in millions)
June 30,
2023		December 31,
2022
Energy Solutions$7,649 $9,134 
Urban Solutions11,695 10,270 
Mission Solutions4,900 5,666 
Other1,239 979 
Total backlog$25,483 $26,049 
Backlog related to projects located outside of the U.S.47%49%
Backlog related to reimbursable projects64%63%

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RECONCILIATION OF U.S. GAAP NET EARNINGS TO ADJUSTED NET EARNINGS AND U.S. GAAP EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE (1)
Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share amounts)2023202220232022
Net earnings (loss) attributable to Fluor$ 61$ 66$ (46)$ 114
Less: Dividends on CPS(10)(10)(20)(20)
Net earnings (loss) available to Fluor common stockholders5156(66)94
Less: Earnings from Stork and AMECO(5)(14)59(19)
Less: Tax expense on Stork and AMECO---
Net earnings (loss) from core operations*4642(7)75
Add (less):
Dividends on CPS$ 10$ 10$ 20$ 20
NuScale (profit) loss2084629
ICA Fluor embedded derivatives loss (gain)8(17)47(4)
Tax expense (benefit) on ICA Fluor embedded derivatives(2)5(13)1
Asbestos Reserve expense3636
Foreign currency (gain) loss44(37)86(18)
Tax expense (benefit) on foreign currency(9)2(18)(3)
SEC investigation costs561012
NuScale Marketing costs borne by Fluor5-5-
Impairment---(63)
Adjusted Net Earnings$ 130$ 26$ 179$ 54
Diluted EPS available to Fluor common stockholders$ 0.35$ 0.38$ (0.46)$ 0.66
Adjusted EPS$ 0.76$ 0.15$ 1.04$ 0.32
Weighted average common shares outstanding143142143142
Assumed conversion of CPS27272727
Assumed issuance of shares under equity awards2322
Adjusted weighted average diluted shares outstanding172172172171
*Core operations excludes the results of our Stork business and remaining AMECO equipment business that no longer meet all of the requirements to be classified discontinued operations but that continue to be marketed for sale or that have been sold.
(1) Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences.




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RECONCILIATION OF U.S. GAAP NET EARNINGS (LOSS) TO ADJUSTED EBITDA (1)
THREE MONTHS ENDED JUNE 30SIX MONTHS ENDED JUNE 30
(in millions)2023202220232022
Net earnings (loss) attributable to Fluor$61 $66 $(46)$114 
Interest (Net)(37)1 (78)10 
Taxes63 32 93 63 
Depreciation & Amortization19 20 37 35 
EBITDA$106 $119 $6 $222 
Adjustments:
Other: NuScale, Stork and AMECO earnings15 (9)99 10 
Energy Solutions: Embedded foreign currency derivative (gains)/losses8 (17)47 (4)
Asbestos Reserve expense3 6 3 — 
G&A: Foreign currency loss44 (37)86 (18)
G&A: SEC Investigation costs5 6 10 12 
G&A: Impairment— — — (63)
Adjusted EBITDA$181 $68 $251 $159 
(1) Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences.


9
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Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date Aug. 04, 2023
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