Fluor Corp 10-Q for FY2026 Q3
Fluor Corp (FLR)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Fluor Corp filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Fluor booked a $7.5 billion LNG Canada Phase 2 award, driving quarterly new awards to $10,872 million and backlog to $34,305 million at September 30, 2026. Nine-month net earnings attributable to Fluor were $432 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.72B
- up 10.5% from $3.37B a year earlier
- Net income
- $158M
- compared with a net loss of $697M a year earlier
- Diluted EPS
- $1.16
- compared with -$4.30 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
Or
For the transition period from to
Commission File Number: 1-16129
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | ||||||||||
| incorporation or organization) | Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(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 | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| ☒ | 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 ☒
As of October 30, 2026, 128,184,260 shares of the registrant’s common stock, $0.01 par value, were outstanding.
FLUOR CORPORATION
FORM 10-Q
| TABLE OF CONTENTS | PAGE | ||||||||||
1
Glossary of Terms
The abbreviations and definitions set forth below apply to the Fluor-specific terms used throughout this filing.
| Abbreviation/Term | Definition | ||||
| CFHI | COOEC-Fluor Heavy Industries Co., Ltd. | ||||
| Fluor | Fluor Corporation | ||||
| ICA-Fluor | ICA-Fluor Daniel, S. de R.L. de C.V., our former joint venture in Mexico | ||||
| NuScale | NuScale Power Corporation | ||||
| SGI | Stock growth incentive awards | ||||
| Stork | Stork Holding B.V. and subsidiaries | ||||
The abbreviations and definitions set forth below apply to the indicated terms used throughout this filing.
| Abbreviation/Term | Definition | ||||
| 2025 10-K | Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
| 2025 Period | Nine months ended September 30, 2025 | ||||
| 2025 Quarter | Three months ended September 30, 2025 | ||||
| 2026 Period | Nine months ended September 30, 2026 | ||||
| 2026 Quarter | Three months ended September 30, 2026 | ||||
| 3ME | Three months ended | ||||
| 9ME | Nine months ended | ||||
| AOCI | Accumulated other comprehensive income (loss) | ||||
| APIC | Additional paid-in capital | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| CFM | Customer-furnished materials | ||||
| CTA | Currency translation adjustment | ||||
| DOD | U.S. Department of Defense (also known as Department of War) | ||||
| DOE | U.S. Department of Energy | ||||
| EPC | Engineering, procurement and construction | ||||
| EPS | Earnings (loss) per share | ||||
| Exchange Act | Securities Exchange Act of 1934 | ||||
| FASB | Financial Accounting Standards Board | ||||
| G&A | General and administrative expense | ||||
| GAAP | Accounting principles generally accepted in the United States | ||||
| ICFR | Internal control over financial reporting | ||||
| IT | Information technology | ||||
| NCI | Noncontrolling interests | ||||
| NM | Not meaningful | ||||
| 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 | ||||
| TSR | Total shareholder return | ||||
| VIE | Variable interest entity | ||||
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
| 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit (loss) | ( | ( | |||||||||||||||||||||
| G&A | ( | ( | ( | ( | |||||||||||||||||||
| Gain on sale of our interest in ICA-Fluor and CFHI | |||||||||||||||||||||||
| Foreign currency gain (loss) | ( | ( | |||||||||||||||||||||
| Operating profit (loss) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Earnings (loss) before taxes | ( | ( | |||||||||||||||||||||
Income tax (expense) benefit(1) | ( | ( | ( | ||||||||||||||||||||
| Net earnings (loss) before equity method earnings (loss) | ( | ( | |||||||||||||||||||||
| Equity method earnings (loss) | ( | ||||||||||||||||||||||
| Net earnings (loss) | ( | ||||||||||||||||||||||
| Less: Net earnings (loss) attributable to NCI | ( | ( | |||||||||||||||||||||
| Net earnings (loss) attributable to Fluor | $ | $ | ( | $ | $ | ||||||||||||||||||
Basic EPS | $ | $ | ( | $ | $ | ||||||||||||||||||
Diluted EPS | $ | $ | ( | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
(1) There was no tax benefit (expense) attributable to equity method earnings in the 2026 Quarter. The tax benefit (expense) attributable to equity method earnings was $18 million, $230 million and $(454 ) million in the 2026 Period, 2025 Quarter and 2025 Period, respectively.
3
FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
UNAUDITED
| 3ME September 30, | 9ME September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ( | $ | $ | |||||||||||||||||||||
| OCI, net of taxes: | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | |||||||||||||||||||||||
| Ownership share of equity method investees’ OCI | ||||||||||||||||||||||||||
| Total OCI, net of taxes | ( | ( | ||||||||||||||||||||||||
| Comprehensive income | ( | |||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to NCI | ( | ( | ||||||||||||||||||||||||
| Comprehensive income attributable to Fluor | $ | $ | ( | $ | $ | |||||||||||||||||||||
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) | September 30, 2026 | December 31, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
Cash and cash equivalents ($ | $ | $ | ||||||||||||
Marketable securities ($ | ||||||||||||||
Accounts receivable, net ($ | ||||||||||||||
Contract assets ($ | ||||||||||||||
| Investment in NuScale | ||||||||||||||
Other current assets ($ | ||||||||||||||
| Total current assets | ||||||||||||||
| Noncurrent assets | ||||||||||||||
PP&E, net ($ | ||||||||||||||
| Investments | ||||||||||||||
Other assets ($ | ||||||||||||||
| Total noncurrent assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
Accounts payable ($ | $ | $ | ||||||||||||
Contract liabilities ($ | ||||||||||||||
Accrued salaries, wages and benefits ($ | ||||||||||||||
Other accrued liabilities ($ | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred taxes | ||||||||||||||
Other noncurrent liabilities ($ | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Shareholders’ equity | ||||||||||||||
Common stock — authorized | ||||||||||||||
APIC | ||||||||||||||
| AOCI | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Total shareholders’ equity | ||||||||||||||
| NCI | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
5
FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
| 9ME September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| OPERATING CASH FLOW | ||||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Adjustments to reconcile net earnings to operating cash flow: | ||||||||||||||
| Equity method earnings, net of taxes | ( | ( | ||||||||||||
| Depreciation | ||||||||||||||
| Gain on sales of assets (including the sale of our interest in ICA-Fluor and CFHI in 2026) | ( | ( | ||||||||||||
| Stock-based compensation | ||||||||||||||
| Deferred taxes | ( | |||||||||||||
| Changes in assets and liabilities | ( | |||||||||||||
| Other | ( | |||||||||||||
Operating cash flow(1) | ( | ( | ||||||||||||
| INVESTING CASH FLOW | ||||||||||||||
| Proceeds from the sale of NuScale shares | ||||||||||||||
| Purchases of marketable securities | ( | ( | ||||||||||||
| Proceeds from sales and maturities of marketable securities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sales of assets (including the sale of our interest in ICA-Fluor and CFHI in 2026) | ||||||||||||||
| Investments in partnerships and joint ventures | ( | ( | ||||||||||||
| Other | ||||||||||||||
| Investing cash flow | ||||||||||||||
| FINANCING CASH FLOW | ||||||||||||||
Repurchase of common stock | ( | ( | ||||||||||||
| Purchase and retirement of debt | ( | ( | ||||||||||||
| Distributions paid to NCI | ( | ( | ||||||||||||
| Capital contributions by NCI | ||||||||||||||
Other | ( | |||||||||||||
| Financing cash flow | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash | ( | |||||||||||||
| Increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
| SUPPLEMENTAL INFORMATION: | ||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Cash paid for income taxes (net of refunds) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
(1) Operating cash flow in the 2026 Period included federal and state tax payments totaling $357 million primarily related to the 2025 conversion of our shares in NuScale, reflected in changes in assets and liabilities.
FLUOR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
UNAUDITED
| (in millions, except per share amounts) | Common Stock | APIC | AOCI | Retained Earnings | Total Shareholders' Equity | NCI | Total Equity | |||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Net earnings | — | — | — | — | ||||||||||||||||||||||
| OCI | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||
| Contributions from NCI, net of distributions | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based plan activity | — | — | — | — | ||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | ( | ( | — | ( | ||||||||||||||||||
| BALANCE AS OF MARCH 31, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Net earnings | — | — | — | — | ||||||||||||||||||||||
| OCI | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||
| Contributions from NCI, net of distributions | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based plan activity | — | — | — | — | — | |||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | ( | ( | — | ( | ||||||||||||||||||
| BALANCE AS OF JUNE 30, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Net earnings | — | — | — | — | ||||||||||||||||||||||
| OCI | — | — | — | — | — | |||||||||||||||||||||
| Distributions to NCI, net of contributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Stock-based plan activity | — | — | — | — | — | |||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | ( | ( | — | ( | ||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
7
| (in millions, except per share amounts) | Common Stock | APIC | AOCI | Retained Earnings | Total Shareholders' Equity | NCI | Total Equity | |||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Net earnings (loss) | — | — | — | — | ( | ( | ( | |||||||||||||||||||
| OCI | — | — | — | — | — | |||||||||||||||||||||
| Contributions from NCI, net of distributions | — | — | — | — | — | — | ||||||||||||||||||||
| Other NCI transactions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Stock-based plan activity | — | — | — | — | ||||||||||||||||||||||
| Repurchase of common stock | ( | $ | — | $ | ( | $ | — | $ | — | $ | ( | $ | — | $ | ( | |||||||||||
| BALANCE AS OF MARCH 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Net earnings (loss) | — | — | — | — | ( | |||||||||||||||||||||
| OCI | — | — | — | — | — | |||||||||||||||||||||
| Distributions to NCI, net of contributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Stock-based plan activity | — | — | — | — | — | |||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | ( | ( | — | ( | ||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
Net earnings (loss) | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||
| OCI | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||
| Contributions from NCI, net of distributions | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based plan activity | — | — | — | — | — | |||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | ( | — | ( | |||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
8
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 2025 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.
2. Recent Accounting Pronouncements
In 2026, we adopted ASU 2025-05 on measurement of credit losses for accounts receivable and contract assets. This ASU introduces a practical expedient allowing us to assume that conditions at the balance sheet date remain unchanged over the life of these assets. The adoption did not have any impact on our consolidated results.
During 2024, the FASB issued ASU 2024-03 on the disaggregation of income statement expenses or "DISE." This ASU requires additional footnote disclosure of the details of certain income statement expense line items, without changing amounts reported on the consolidated income statement. ASU 2024-03 is first effective for our annual reporting for 2027 and for our quarterly reporting beginning in 2028. We do not expect this ASU to have any impact on our consolidated results.
In May 2025, the FASB issued ASU 2025-03 on identifying the accounting acquirer in transactions involving VIEs. This ASU revises the guidance to require consideration of the same factors used in other business combinations when the legal acquiree is a VIE that qualifies as a business and the transaction is effected primarily through the exchange of equity interests. ASU 2025-03 is effective for our annual and quarterly reporting for 2027. We do not expect this ASU to have any impact on our consolidated results.
In September 2025, the FASB issued ASU 2025-06 to make targeted improvements to the guidance on internal use software. This ASU removes all references to project stages in ASC 350-40 and clarifies the threshold that entities apply to begin capitalizing costs. ASU 2025-06 is effective for our annual and quarterly reporting for 2028 and may be applied using a prospective, retrospective or modified transition approach. We are assessing any impact this ASU may have on our future software expenditures.
In December 2025, the FASB issued ASU 2025‑11 on interim reporting. This ASU clarifies when interim reporting requirements apply, standardizes the form and content of interim financial statements and notes, and introduces a disclosure principle requiring entities to report events occurring after year end that have a material impact. ASU 2025‑11 is effective for our annual and quarterly reporting for 2028. We do not expect this ASU to have any impact on our consolidated results.
9
3. Earnings Per Share
Potentially dilutive securities include convertible debt, 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 September 30, | 9ME September 30, | |||||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net earnings (loss) attributable to Fluor | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
| Diluted effect: | ||||||||||||||||||||||||||
| Stock options, RSUs and performance-based award units | ||||||||||||||||||||||||||
Convertible debt (1) | ||||||||||||||||||||||||||
| Weighted average diluted shares outstanding | ||||||||||||||||||||||||||
Basic EPS | $ | $ | ( | $ | $ | |||||||||||||||||||||
Diluted EPS | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Anti-dilutive securities not included in shares outstanding: | ||||||||||||||||||||||||||
| Stock options, RSUs and performance-based award units | ||||||||||||||||||||||||||
10
4. Operating Information by Segment and Geographic Area
| 3ME September 30, | 9ME September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Urban Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Energy Solutions | ||||||||||||||||||||||||||
| Mission Solutions | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Cost of revenue | ||||||||||||||||||||||||||
Urban Solutions | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Energy Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Mission Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||||||||
Total cost of revenue | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Segment profit | ||||||||||||||||||||||||||
Urban Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Energy Solutions | ( | ( | ||||||||||||||||||||||||
| Mission Solutions | ||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||
| Total segment profit (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| G&A | ( | ( | ( | ( | ||||||||||||||||||||||
| Gain on sale of our interest in CFHI | ||||||||||||||||||||||||||
| Foreign currency gain (loss) | ( | ( | ||||||||||||||||||||||||
| Interest income (expense), net | ||||||||||||||||||||||||||
| Earnings (loss) attributable to NCI | ( | ( | ||||||||||||||||||||||||
| Earnings (loss) before taxes | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Intercompany revenue for our professional staffing business, excluded from revenue above | $ | $ | $ | $ | ||||||||||||||||||||||
Urban Solutions. Segment profit increased during the 2026 Quarter due to improved project performance and profitability upon successful milestone achievement on an infrastructure project and the ramp up of execution activities on a life sciences project. Segment profit in the 2026 Quarter included cost growth of $25 million (or $0.18 per share) on a large mining joint venture project. Segment profit in the 2025 Quarter included $25 million (or $0.15 per share) for the delay-related effects on an infrastructure project. Segment profit in the 2026 Period included the second quarter recognition of $44 million (or $0.23 per share) attributable to foreign currency fluctuation, a subcontractor bankruptcy and client-driven changes on a substantially completed infrastructure project and cost growth of $62 million (or $0.44 per share) on the mining joint venture project. Comparatively, segment profit in the 2025 Period included cost growth on 3 infrastructure projects totaling $54 million (or $0.30 per share) related to subcontractor design errors, price escalation and schedule impacts.
Energy Solutions. Segment profit significantly improved during the 2026 Quarter and 2026 Period primarily due to the gain on the sale of ICA-Fluor. Segment profit in the 2025 Quarter and 2025 Period included the reversal of previously recognized revenue of $653 3.99
Mission Solutions. Segment profit increased during the 2026 Quarter primarily due to improved award fee performance and project contributions within our nuclear portfolio. Segment profit declined during the 2026 Period primarily due to a charge of $100 million (or $0.71 per share), mostly recognized in the first quarter of 2026, resulting from the outcome of a
11
court ruling on a lawsuit filed against us in 2013. Segment profit during the 2025 Period reflected an additional reserve of $28 million (or $0.16 per share) resulting from an adverse ruling on a long-standing claim on a project completed in 2019.
Total assets by segment are as follows:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
Urban Solutions | $ | $ | ||||||||||||
| Energy Solutions | ||||||||||||||
| Mission Solutions | ||||||||||||||
| Corporate | ||||||||||||||
| Other | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
Revenue by project location follows:
| 3ME September 30, | 9ME September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||||||||||||
| Asia Pacific (includes Australia) | ( | |||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Central and South America | ||||||||||||||||||||||||||
| Middle East and Africa | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
5. Income Taxes
The effective tax rate on earnings was 23 % for the 2026 Quarter and 13 % for the 2026 Period compared to 20 % for the 2025 Quarter and 26 % for the 2025 Period. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:
| 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| $ | $ | ( | $ | $ | |||||||||||||||||||
| Increase (decrease) in taxes resulting from: | |||||||||||||||||||||||
| State and local income taxes, net of federal income tax effects | ( | ( | |||||||||||||||||||||
| Valuation allowance, net | ( | ||||||||||||||||||||||
| Foreign tax impacts | ( | ( | ( | ||||||||||||||||||||
| Noncontrolling interest | ( | ( | |||||||||||||||||||||
Reserve for uncertain tax positions | ( | ( | |||||||||||||||||||||
| Other adjustments | ( | ||||||||||||||||||||||
| Total income tax expense (benefit) | $ | $ | ( | $ | $ | ||||||||||||||||||
6. 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 $134 million and $47 million were included in other accrued liabilities as of September 30, 2026 and December 31, 2025, respectively, and consisted primarily of provisions for anticipated losses on a mining project and an Energy Solutions joint venture as of September 30, 2026 and solely on the same Energy Solutions joint venture as of
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December 31, 2025. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts receivable, net” was $241 million and $219 million as of September 30, 2026 and December 31, 2025, respectively.
In July 2026, we sold our ownership interest in ICA-Fluor for proceeds of $175 million, resulting in a pre-tax gain of $73 million and related tax expense of $18 million.
In early 2026, we sold our ownership interest in CFHI for proceeds of $124 million. We recognized a gain of $124 million upon the sale as the investment had previously been fully impaired.
Variable Interest Entities
The aggregate carrying value of unconsolidated VIEs (classified under both "Investments” and “Other accrued liabilities”) was a net asset of $423 million and $425 million as of September 30, 2026 and December 31, 2025, respectively. Some of our VIEs have debt which is 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 September 30, 2026 for the unconsolidated VIEs were $26 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.
7. Investment in NuScale
We converted our remaining NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares upon reaching agreement with NuScale in November 2025. Also in November 2025, through an indirect, wholly-owned subsidiary, we entered into a variable price forward sale agreement whereby we pledged and granted a security interest in 71 million of our remaining shares in NuScale, while maintaining continuing involvement and ownership rights, and committed to sell, convey, transfer, assign and deliver those shares at the final settlement date in February 2026. Through our bank's execution, we completed the sale of all 71 million shares of NuScale in February 2026, generating total proceeds of $1.35 billion.
In February 2026, we entered into 3 variable price forward sale agreements similar to the November agreement for the final 40 million of our NuScale shares. Through our banks' execution, we completed the sale of the final 40 million shares of NuScale in April 2026, generating total proceeds of $473 million, and thereby completing the divestiture of our ownership interest in NuScale.
The components of equity method earnings (loss) are as follows:
| 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Equity method earnings (loss) | |||||||||||||||||||||||
| Gain (loss) on the fair value of our investment in NuScale | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Gain (loss) on the fair value of the forward sale of NuScale shares | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Equity method earnings (loss) | $ | $ | ( | $ | $ | ||||||||||||||||||
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 $12 billion as of September 30, 2026. 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
13
9. Contingencies and Commitments
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 contingencies when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While there is at least a reasonable possibility that other losses may be incurred 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, except as otherwise noted below. 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 are new or have been updated since the matter was presented in the 2025 10-K.
In March 2026, a federal court jury in the U.S. District Court for South Carolina found in Fluor’s favor on three of four claims brought against it by private plaintiffs (known as “Relators”) alleging violations of the United States False Claims Act concerning Fluor’s support of American and allied warfighters in Afghanistan under a military support contract. On the remaining claim, which involved Fluor’s management of materials, the jury awarded $15 million in damages, which is subject to trebling under the False Claims Act. We filed post-trial motions to set aside the jury verdict and enter judgment in Fluor’s favor. The Relators have asked the Court to increase the jury verdict and for penalties and attorneys’ fees. Post-trial motions are currently pending. Following resolution of those motions, the court will enter a final judgment, which either party may appeal. A final judgment is possible by the fourth quarter of 2026. Although Fluor is challenging the jury verdict, we recognized a charge in the first quarter of 2026 reflecting the jury verdict, Fluor’s historic attorneys’ fees and an estimate of liability for the Relators’ attorneys’ fees.
In February 2026, alleged NuScale Power Corporation shareholders filed a complaint in the U.S. District Court for the District of Oregon against NuScale, two NuScale executives, and Fluor. In July 2026, the plaintiffs filed an amended complaint, adding (among others) two current Fluor employees who are former NuScale directors as individual defendants. The plaintiffs purport to represent a class of shareholders who purchased or otherwise acquired NuScale securities between March 3, 2025, and November 6, 2025, and seek to recover damages arising from alleged violations of federal securities laws. These claims are based on statements concerning NuScale’s relationship with ENTRA1 Energy LLC, which statements the plaintiffs assert were materially misleading. Plaintiffs allege Fluor failed to prevent or correct the challenged statements and then benefited from insider trading before they were corrected. We intend to contest these claims and filed a motion to dismiss in September 2026.
There have been no substantive changes to the disclosures for the following commitments and contingencies since the matter was presented in the 2025 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 joined Fluor to the matter on the basis of a parent company guarantee issued for the project. On July 14, 2023, a panel of 3 referees appointed by the Court (the "Panel”) recommended judgment for Santos on claims that the Panel valued at approximately AUD $790 million excluding interest and costs. 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. Following interim applications and hearings, in August 2025, the Court generally accepted the recommendations of the Panel. In December 2025, we made a payment to Santos of $649 million, net of GST, in accordance
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with the Court’s orders. Santos’s legal fees will be assessed in a separate process. After allowing for committed insurance proceeds and reserves, we recognized a reduction to revenue of $643 million reflecting the net estimated impact of the judgment. Discussions with our insurers are ongoing and, if successful, may further reduce the ultimate obligation. We have appealed the Court's decision to the Queensland Court of Appeal and the appeal hearing concluded in August 2026. We expect a decision in or before the first quarter of 2027. In mid-October 2025, five of our more than 30 insurers filed a complaint in the Superior Court of California, County of Orange, disputing coverage by seeking various declaratory judgments. We have reached an agreement with these carriers to dismiss the action without prejudice subject to a standstill/tolling agreement.
In September 2025, purported shareholders filed a complaint against Fluor and certain of its current and former executives in the U.S. District Court for the Northern District of Texas. The plaintiffs purport to represent a class of shareholders who purchased or otherwise acquired Fluor securities between February 18, 2025 and July 31, 2025, and seek to recover damages arising from alleged violations of federal securities laws. These claims are based on statements concerning market conditions, rising costs on three infrastructure projects and the effectiveness of our risk mitigation strategies, which statements the plaintiffs assert were materially misleading. We intend to contest these claims, and are awaiting a decision from the Court in respect of our motion to dismiss, upon which briefing was completed in August 2026.
10. Contract Assets and Liabilities
The following summarizes information about our contract assets and liabilities:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||
| Information about contract assets: | ||||||||
| Contract assets | ||||||||
| Unbilled receivables - reimbursable contracts | $ | $ | ||||||
| Contract work in progress - lump-sum contracts | ||||||||
| Contract assets | $ | $ | ||||||
| 9ME September 30, | ||||||||
| (in millions) | 2026 | 2025 | ||||||
| Information about contract liabilities: | ||||||||
| Revenue recognized that was included in contract liabilities as of January 1 | $ | $ | ||||||
We periodically evaluate our project forecasts and the amounts recognized with respect to claims. We include estimated amounts for claims in project revenue to the extent it is probable we will realize those amounts. As of September 30, 2026 and December 31, 2025, we had recorded $226 million and $214 million, respectively, of revenue associated with claims for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had $97 million and $105 million of back charges that may be disputed as of September 30, 2026 and December 31, 2025, respectively.
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11. Remaining Unsatisfied Performance Obligations
We estimate that our RUPO will be satisfied over the following periods:
| (in millions) | September 30, 2026 | ||||
| Within 1 year | $ | ||||
| 1 to 2 years | |||||
| Thereafter | |||||
| Total RUPO | $ | ||||
12. Debt and Letters of Credit
Debt consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Credit facility borrowings | $ | $ | |||||||||
| Senior Notes | |||||||||||
2028 Notes ( | |||||||||||
| Unamortized discount and deferred financing costs | ( | ( | |||||||||
2029 Notes ( | |||||||||||
| Unamortized deferred financing costs | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
Credit Facility
As of September 30, 2026, letters of credit totaling $572 million were outstanding under our $2.2 billion credit facility, which matures in February 2028. As of September 30, 2026, we had not made any borrowings under our credit facility line and maintained a borrowing capacity of $925 million.
Uncommitted Lines of Credit
As of September 30, 2026, letters of credit totaling $716 million were outstanding under uncommitted lines of credit.
Redemption of 2028 Notes
During the 2026 and 2025 Periods, we redeemed $15 million and $37 million, respectively, of the aggregate outstanding 2028 Notes, with an immaterial impact on earnings in both periods.
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13. Fair Value Measurements
The following table delineates assets and liabilities that are measured at fair value on a recurring basis:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Fair Value Hierarchy | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in NuScale(1) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
NuScale forward contracts(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
_________________________________________________________
(1) We recognized the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their stock on our balance sheet dates. As of September 30, 2026, we no longer held an investment in NuScale. Our investment in NuScale consisted of 111 million shares as of December 31, 2025.
(2) In February 2026, we entered into 3 variable price forward sale agreements (described elsewhere) for our NuScale shares. The fair value of these forward contracts, which met the definition of a derivative, represented the difference between the closing price of NuScale at the balance sheet date and the year-to-date settlement price calculated per the agreement plus a discounted growth assumption through the estimated settlement date. These forward contracts were fully settled in April 2026. As a result, no derivative asset remained as of September 30, 2026. The derivative assets were included in other current assets on the balance sheet as of December 31, 2025.
The following summarizes information about financial instruments that are not required to be measured at fair value:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| (in millions) | Fair Value Hierarchy | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
Cash(1) | Level 1 | $ | $ | $ | $ | ||||||||||||||||||||||||
Cash equivalents(2) | Level 2 | ||||||||||||||||||||||||||||
Marketable securities(2) | Level 2 | ||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
2028 Senior Notes(3) | Level 2 | $ | $ | $ | |||||||||||||||||||||||||
2029 Senior Notes(3) | Level 2 | ||||||||||||||||||||||||||||
_________________________________________________________
(1) Cash consists of bank deposits. Carrying amounts approximate fair value.
(2) Cash equivalents and marketable securities primarily consist of time deposits. Carrying amounts approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value.
(3) The fair value of the Senior Notes was estimated based on quoted market prices and Level 2 inputs.
14. Stock-Based Compensation
Our executive and director stock-based compensation plans are described more fully in the 2025 10-K.
Equity Awards
Performance-based award units totaling 170,109 and 278,193 were awarded to most officers, including all Section 16 officers, during the 2026 and 2025 Periods, respectively. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter.
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For awards granted under the 2026 and 2025 performance award plan, 70 % of the award is earned based on achievement of earnings before taxes targets over three 1-year periods and 30 % of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. For awards granted under the 2024 performance award plan, 80 % of the award is earned based on achievement of earnings before taxes targets over three 1-year periods and 20 % of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. The performance component of these awards is deemed granted when targets are set while the TSR component of these awards is deemed granted upon issuance. During the 2026 Period, the following units were granted based upon the establishment of performance targets:
| Performance-based Award Units Granted in 2026 | Weighted Average Grant Date Fair Value Per Share | |||||||
| 2026 Performance Award Plan | $ | |||||||
| 2025 Performance Award Plan | $ | |||||||
| 2024 Performance Award Plan | $ | |||||||
For awards granted under these performance award plans, the number of units are adjusted at the end of each performance period based on attainment of certain performance targets and on market conditions, pursuant to the terms of the award agreements. As of September 30, 2026, there were 140,888 shares associated with performance awards that had been awarded to employees, but which are not deemed granted due to the underlying performance targets having not yet been established.
Liability Awards
SGI awards granted to executives vest and become payable at a rate of 1/3 of the total award each year. Performance-based awards were awarded to non-Section 16 executives and will be settled in cash on a single date each year.
| Location in Statement of Operations | 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| SGI awards | G&A | $ | $ | ( | $ | $ | ||||||||||||||||||||
Performance-based awards for non-Section 16 executives | G&A | |||||||||||||||||||||||||
| Liabilities (in millions) | Location on Balance Sheet | September 30, 2026 | December 31, 2025 | |||||||||||
| SGI awards | Accrued salaries, wages and benefits and other noncurrent liabilities | $ | $ | |||||||||||
Performance-based awards for non-Section 16 executives | Accrued salaries, wages and benefits and other noncurrent liabilities | |||||||||||||
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FLUOR CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements and our 2025 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, capital allocation plans, 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;
•Exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events and conflicts, civil unrest, security issues, labor conditions and other unforeseeable events in the countries in which we do business;
•The impact of government shutdowns and spending cuts, in particular with respect to our contracts with the U.S. government;
•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 our strategic initiatives, including dispositions.
Any forward-looking statements that we may make are based on our current expectations and beliefs concerning future developments and their potential effects on us. There is no assurance that future developments affecting us will be those presently anticipated by us.
Additional information concerning these and other factors can be found in our press releases and periodic filings with the SEC, including the 2025 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.
Developments in Our Business
We continue to see strong client engagement across many of our end markets. During the 2026 Quarter, we received final notice to proceed on LNG Canada Phase 2 and booked an award for $7.5 billion. We also secured several mining project awards, further reinforcing our position in key growth sectors. Our pipeline of opportunities continues to strengthen, particularly where demand in energy, commodities and advanced technologies are driving investment. We continue to closely monitor broader geopolitical dynamics and escalating regional tensions, developments in the Middle East and Venezuela, while assessing their potential impact on business opportunities and risk exposure.
In July 2026, we sold our ownership interest in ICA-Fluor for proceeds of $175 million, resulting in a pre-tax gain of $73 million and related tax expense of $18 million. This divestiture does not meet the criteria for discontinued operations treatment.
In early 2026, we sold our ownership interest in CFHI for proceeds of $124 million and recognized a gain of $124 million upon the sale as the investment had previously been fully impaired.
We completed the sale of 71 million shares of NuScale in February 2026 for proceeds of $1.35 billion and the sale of the final 40 million shares of NuScale in April 2026 for proceeds of $473 million. Since September 2025, sales of our NuScale shares have generated $2.43 billion in cash, or $2.1 billion after tax.
Results of Operations
| 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
Revenue(1) | |||||||||||||||||||||||||||||||||||
| Urban Solutions | $ | 2,327 | $ | 2,343 | $ | 7,668 | $ | 6,570 | |||||||||||||||||||||||||||
| Energy Solutions | 679 | 262 | 2,090 | 2,611 | |||||||||||||||||||||||||||||||
| Mission Solutions | 714 | 761 | 1,953 | 2,120 | |||||||||||||||||||||||||||||||
| Other | — | 2 | — | 26 | |||||||||||||||||||||||||||||||
| Total revenue | $ | 3,720 | $ | 3,368 | $ | 11,711 | $ | 11,327 | |||||||||||||||||||||||||||
| Segment profit (loss) $ and margin % | |||||||||||||||||||||||||||||||||||
| Urban Solutions | $ | 100 | 4.3% | $ | 61 | 2.6% | $ | 144 | 1.9% | $ | 160 | 2.4% | |||||||||||||||||||||||
| Energy Solutions | 93 | 13.7% | (533) | NM | 254 | 12.2% | (470) | (18.0)% | |||||||||||||||||||||||||||
| Mission Solutions | 55 | 7.7% | 34 | 4.5% | 29 | 1.5% | 73 | 3.4% | |||||||||||||||||||||||||||
| Other | — | NM | (1) | NM | (1) | NM | 7 | NM | |||||||||||||||||||||||||||
Total segment profit (loss) $ and margin %(2) | $ | 248 | 6.7% | $ | (439) | (13.0)% | $ | 426 | 3.6% | $ | (230) | (2.0)% | |||||||||||||||||||||||
| G&A | (52) | (43) | (155) | (131) | |||||||||||||||||||||||||||||||
| Gain on sale of our interest in CFHI | — | — | 124 | — | |||||||||||||||||||||||||||||||
| Foreign currency gain (loss) | 1 | (4) | 13 | (47) | |||||||||||||||||||||||||||||||
| Interest income, net | 18 | 13 | 54 | 48 | |||||||||||||||||||||||||||||||
| Earnings (loss) attributable to NCI | 28 | (10) | 43 | (23) | |||||||||||||||||||||||||||||||
| Earnings (loss) before taxes | 243 | (483) | 505 | (383) | |||||||||||||||||||||||||||||||
Income tax (expense) benefit(3) | (57) | 177 | (74) | (536) | |||||||||||||||||||||||||||||||
| Net earnings (loss) before equity method earnings (loss) | 186 | (306) | 431 | (919) | |||||||||||||||||||||||||||||||
| Equity method earnings (loss) | — | (401) | 44 | 2,418 | |||||||||||||||||||||||||||||||
| Net earnings (loss) | 186 | (707) | 475 | 1,499 | |||||||||||||||||||||||||||||||
| Less: Net earnings (loss) attributable to NCI | 28 | (10) | 43 | (23) | |||||||||||||||||||||||||||||||
| Net earnings (loss) attributable to Fluor | $ | 158 | $ | (697) | $ | 432 | $ | 1,522 | |||||||||||||||||||||||||||
| New awards | |||||||||||||||||||||||||||||||||||
| Urban Solutions | $ | 1,991 | $ | 1,760 | $ | 7,307 | $ | 7,946 | |||||||||||||||||||||||||||
| Energy Solutions | 7,716 | 222 | 8,632 | 1,085 | |||||||||||||||||||||||||||||||
| Mission Solutions | 1,165 | 1,271 | 3,725 | 1,798 | |||||||||||||||||||||||||||||||
| Other | — | — | — | — | |||||||||||||||||||||||||||||||
| Total new awards | $ | 10,872 | $ | 3,253 | $ | 19,664 | $ | 10,829 | |||||||||||||||||||||||||||
| New awards related to projects located outside of the U.S. | 85% | 30% | 66% | 22% | |||||||||||||||||||||||||||||||
(in millions) | September 30, 2026 | December 31, 2025 | |||||||||||||||
Backlog (4) | |||||||||||||||||
| Urban Solutions | $ | 19,172 | $ | 18,746 | |||||||||||||
| Energy Solutions | 10,679 | 4,601 | |||||||||||||||
| Mission Solutions | 4,454 | 2,189 | |||||||||||||||
| Other | — | — | |||||||||||||||
| Total backlog | $ | 34,305 | $ | 25,536 | |||||||||||||
| Backlog related to projects located outside of the U.S. | 56% | 40% | |||||||||||||||
| Backlog related to reimbursable projects | 69% | 81% | |||||||||||||||
(1)In addition to the measurements under GAAP, we measure our performance by analyzing trends in adjusted net revenue (and related margin), which we determine by reducing GAAP revenue to exclude at-cost revenue associated with reimbursable contracts for the following elements, where applicable:
•amounts associated with unaffiliated subcontractor project costs that are billed to clients without meaningful markup;
•amounts associated with costs of material that are billed to clients without meaningful markup; and
•costs of CFM that are procured by our clients and which do not give rise to meaningful markup to our billings to clients.
Such at-cost revenue is generally reflected in our project estimates at equivalent amounts within the revenue and cost elements. Therefore, we believe our adjusted net revenue represents the basis for which we earn fees for our professional services. Others in our industry may have similar terms that they use to similarly measure the earnings power of their services. Even though our involvement with at-cost revenue elements as a principal gives rise to their inclusion in our consolidated revenue, the absence of meaningful markup to them elevates the importance of this non-GAAP analysis. During the 2026 and 2025 Quarters, at-cost revenue was approximately $1.7 billion and $1.8 billion, respectively (or approximately 46% and 45% of consolidated revenue). During 2026 and 2025 Periods, at-cost revenue was approximately $6.0 billion and $5.4 billion, respectively (or approximately 51% and 45% of consolidated revenue, respectively). Excluding the amounts of at-cost revenue from both GAAP revenue and from project cost yields an amount that we call adjusted net margin.
(2)Total segment profit and margin are non-GAAP financial measures. 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.
(3)There was no tax benefit (expense) attributable to equity method earnings in the 2026 Quarter. The tax benefit (expense) attributable to equity method earnings was $18 million, $230 million and $(454) million in the 2026 Period, 2025 Quarter and 2025 Period, respectively.
(4)Backlog at September 30, 2026 increased compared to backlog at December 31, 2025 due to several large awards booked during the 2026 Period including LNG Canada Phase 2 and a multi-year, EPC contract for a uranium enrichment facility. Backlog may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur.
Revenue increased in the 2026 Period primarily due to the ramp up of execution activities on a life sciences project, a metals project and LNG Canada Phase 2, partially offset by a decline in execution activity for projects nearing completion including LNG Canada Phase 1. The increase in revenue in the 2026 Quarter and 2026 Period was also driven by the reversal of previously recognized revenue of $653 million in the 2025 Quarter and 2025 Period for a court ruling on the long-completed Santos project.
Earnings before taxes increased during the 2026 Quarter and 2026 Period driven by the gain on the sale of our interest in ICA-Fluor and the Santos revenue reversal recognized in the 2025 Quarter. The increase in earnings before taxes during the 2026 Period was further bolstered by the gain on the sale of our interest in CFHI and improvements on infrastructure projects partially offset by the impact of an unfavorable court ruling on a DOD project and cost growth on a large mining joint venture project.
The effective tax rate on earnings was 23% for the 2026 Quarter and 13% for the 2026 Period compared to 20% for the 2025 Quarter and 26% for the 2025 Period. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:
| 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| U.S. statutory federal income tax expense (benefit) | $ | 51 | $ | (186) | $ | 115 | $ | 427 | |||||||||||||||
| Increase (decrease) in taxes resulting from: | |||||||||||||||||||||||
| State and local income taxes, net of federal income tax effects | 3 | (11) | (2) | 75 | |||||||||||||||||||
| Valuation allowance, net | 9 | 71 | (39) | 79 | |||||||||||||||||||
| Foreign tax impacts | 8 | (55) | (5) | (63) | |||||||||||||||||||
| Noncontrolling interest | (6) | 2 | (9) | 5 | |||||||||||||||||||
Reserve for uncertain tax positions | 1 | 1 | (3) | (1) | |||||||||||||||||||
| Other adjustments | (9) | 1 | 17 | 14 | |||||||||||||||||||
| Total income tax expense (benefit) | $ | 57 | $ | (177) | $ | 74 | $ | 536 | |||||||||||||||
Segment Operations
Urban Solutions
Revenue in the 2026 Quarter was consistent with revenue in the 2025 Quarter. Revenue increased during the 2026 Period due to the ramp up of execution activities on a life sciences project and a metals project. During the 2026 and 2025 Quarters, at-cost revenue for Urban Solutions was approximately $1.3 billion and $1.4 billion, respectively (or approximately 57% and 59% of their segment revenue). During the 2026 and 2025 Periods, at-cost revenue for Urban Solutions was approximately $4.8 billion and $3.8 billion, respectively (or approximately 62% and 58% of their segment revenue).
Segment profit and profit margin increased during the 2026 Quarter due to improved project performance and profitability upon successful milestone achievement on an infrastructure project and the ramp up of execution activities on a life sciences project. Segment profit in the 2026 Quarter included cost growth of $25 million on a large mining joint venture project. Segment profit in the 2025 Quarter included $25 million for the delay-related effects on an infrastructure project. Segment profit in the 2026 Period included the second quarter recognition of $44 million attributable to foreign currency fluctuation, a subcontractor bankruptcy and client-driven changes on a substantially completed infrastructure project and cost growth of $62 million on the mining joint venture project. Comparatively, segment profit in the 2025 Period included cost growth on 3 infrastructure projects totaling $54 million related to subcontractor design errors, price escalation and schedule impacts.
New awards increased during the 2026 Quarter and included 2 large mining awards. Backlog as of September 30, 2026 increased compared to backlog at December 31, 2025 due to the new award activity in the 2026 Period. Our staffing business does not report new awards or backlog.
Energy Solutions
Revenue increased during the 2026 Quarter primarily due to the reversal of previously recognized revenue in the 2025 Quarter for a court ruling related to the long-completed Santos project. Revenue decreased during the 2026 Period primarily due to a decline in execution activity for projects nearing completion including LNG Canada Phase 1 partially offset by the initial execution activities on Phase 2. During the 2026 and 2025 Quarters, at-cost revenue for Energy Solutions was approximately $303 million and $337 million, respectively (or approximately 45% and 37% of their segment revenue excluding the Santos revenue reversal in 2025). During the 2026 and 2025 Periods, at-cost revenue for Energy Solutions was approximately $939 million and $1.3 billion, respectively (or approximately 45% and 41% of their segment revenue excluding the Santos revenue reversal in 2025).
Segment profit and profit margin significantly improved during the 2026 Quarter and 2026 Period primarily due to the gain on the sale of ICA-Fluor. Segment profit in the 2025 Quarter and 2025 Period included the reversal of previously recognized revenue of $653 million for a court ruling on the long-completed Santos project.
New awards in the 2026 Quarter significantly increased primarily due to the LNG Canada Phase 2 award, which also drove an increase in backlog for the 2026 Period.
Mission Solutions
Revenue declined slightly during the 2026 Quarter and 2026 Period largely due to a reduction in overall services volume within our portfolio of DOE projects as well as for natural disaster relief services, offset by contributions from our nuclear portfolio. During the 2026 and 2025 Quarters, at-cost revenue for Mission Solutions was approximately $80 million and $100 million, respectively (or approximately 11% and 13% of their segment revenue). During the 2026 and 2025 Periods, at-cost revenue for Mission Solutions was approximately $243 million and $310 million, respectively (or approximately 12% and 15% of their segment revenue).
Segment profit and profit margin increased during the 2026 Quarter primarily due to improved award fee performance and project contributions within our nuclear portfolio. Segment profit and profit margin declined during the 2026 Period primarily due to a charge of $100 million, mostly recognized in the first quarter of 2026, resulting from the outcome of a court ruling on a lawsuit filed against us in 2013. Segment profit during the 2025 Period reflected an additional reserve of $28 million resulting from an adverse ruling on a long-standing claim on a project completed in 2019.
New awards decreased during the 2026 Quarter compared to the 2025 Quarter. New awards in the 2026 Quarter included the extension of the Savannah River DOE contract. Backlog included $900 million and $1.0 billion of unfunded government contracts as of September 30, 2026, and December 31, 2025, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods.
G&A
| 3ME September 30, | 9ME September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| G&A | |||||||||||||||||||||||
| Compensation | $ | 40 | $ | 23 | $ | 115 | $ | 74 | |||||||||||||||
| Facilities | — | 1 | 8 | 2 | |||||||||||||||||||
| Legal & professional fees | 4 | 7 | 9 | 17 | |||||||||||||||||||
| Reserve for legacy legal claims | 1 | — | 5 | 4 | |||||||||||||||||||
| Severance and restructuring costs | — | 14 | 3 | 27 | |||||||||||||||||||
| Other | 7 | (2) | 15 | 7 | |||||||||||||||||||
| G&A | $ | 52 | $ | 43 | $ | 155 | $ | 131 | |||||||||||||||
The increase in compensation expense in the 2026 Period was primarily driven by higher stock price-driven compensation and performance-based compensation. We executed severance programs in several non-U.S. locations during 2025.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates from those disclosed in our 2025 10-K.
Recent Accounting Pronouncements
Item is described more fully in the Notes to Financial Statements.
19
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from operations, capacity under our credit facility and, when necessary, access to capital markets. In 2026, liquidity was positively impacted by proceeds from the sales of NuScale shares and certain joint venture interests. 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. We will begin negotiations during the fourth quarter of 2026 to extend or renew our existing credit facility in the first quarter of 2027, subject to market conditions.
Our credit facility contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, which is a one notch downgrade from both agencies' current ratings. If we were required to provide collateral, it would consist broadly of liens on our U.S. assets.
As of September 30, 2026, letters of credit totaling $572 million were outstanding under our $2.2 billion credit facility, which matures in February 2028. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, based upon total shareholders' equity excluding AOCI, 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, which may be reduced to $1.0 billion upon the repayment of debt. Borrowings under the facility, which may be denominated in USD, EUR or GBP, bear interest at a base rate, plus an applicable borrowing margin. As of September 30, 2026 and through the issuance of this 10-Q, we had not made any borrowings under our credit facility. We have a sub-limit of up to $1.0 billion in aggregate cash advances and financial letters of credit available to us under our credit facility with a current borrowing capacity of $925 million.
Cash and cash equivalents combined with marketable securities were $3.1 billion and $2.2 billion as of September 30, 2026 and December 31, 2025, 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 $828 million as of September 30, 2026 and $820 million as of December 31, 2025. 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.
Cash and cash equivalents held by our consolidated variable interest entities (which totaled $300 million and $328 million as of September 30, 2026 and December 31, 2025, 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 $14 million as of both September 30, 2026 and December 31, 2025, 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 September 30, 2026 and December 31, 2025, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.
In February 2026, we completed the sale of 71 million shares of NuScale via a variable price forward sale agreement, generating total proceeds of $1.35 billion. In April 2026, we completed the sale of the final 40 million shares of NuScale via variable price forward sale agreements, generating total proceeds of $473 million, and thereby completing the divestiture of our ownership interest in NuScale. Since September 2025, sales of our NuScale shares have generated $2.43 billion in cash.
During 2026, we spent $1.1 billion to repurchase and cancel over 23 million shares of common stock under our repurchase program. In February 2026, our board authorized a 30 million share expansion to the repurchase program. Approximately 17 million shares could still be purchased under the program as of September 30, 2026. We are targeting approximately $1.4 billion in share repurchases in 2026.
20
Cash Flows
| 9ME September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| OPERATING CASH FLOW | $ | (21) | $ | (21) | ||||||||||
| INVESTING CASH FLOW | ||||||||||||||
| Proceeds from the sale of NuScale shares | 1,831 | 414 | ||||||||||||
| Proceeds from sales and maturities (purchases) of marketable securities | (339) | 80 | ||||||||||||
| Capital expenditures | (26) | (38) | ||||||||||||
| Proceeds from sales of assets (including the sale of our interest in ICA-Fluor and CFHI in 2026) | 299 | 63 | ||||||||||||
| Investments in partnerships and joint ventures | (101) | (203) | ||||||||||||
| Other | 12 | — | ||||||||||||
| Investing cash flow | 1,676 | 316 | ||||||||||||
| FINANCING CASH FLOW | ||||||||||||||
Repurchase of common stock | (1,116) | (365) | ||||||||||||
| Purchase and retirement of debt | (15) | (37) | ||||||||||||
| Distributions paid to NCI | (40) | (43) | ||||||||||||
| Capital contributions by NCI | 82 | 65 | ||||||||||||
| Other | 11 | (8) | ||||||||||||
| Financing cash flow | (1,078) | (388) | ||||||||||||
| Effect of exchange rate changes on cash | (34) | 40 | ||||||||||||
| Increase (decrease) in cash and cash equivalents | 543 | (53) | ||||||||||||
| Cash and cash equivalents at beginning of period | 2,135 | 2,829 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 2,678 | $ | 2,776 | ||||||||||
| Cash paid during the period for: | ||||||||||||||
| Interest | $ | 33 | $ | 35 | ||||||||||
| Income taxes (net of refunds) | 440 | 124 | ||||||||||||
Operating Activities
Cash flows from operating activities result primarily from our core 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 as well as the payment terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances.
Operating cash flow in the 2026 Period included federal and state tax payments totaling $357 million related to the 2025 conversion of our shares in NuScale. Operating cash flow for the 2026 Period also included distributions from a large Energy Solutions joint venture and several Mission Solutions joint ventures. During the 2026 Period, we funded $98 million on 2 consolidated infrastructure projects. Our operating cash flow for the 2025 Period was negatively impacted by lower earnings. Operating cash flow for the 2025 Quarter significantly improved primarily due to decreases in working capital on several large projects as well as distributions from a large Energy Solutions joint venture.
21
Investing Activities
In February 2026, we completed the sale of 71 million shares of NuScale via a variable price forward sale agreement, generating total proceeds of $1.35 billion. We also completed the sale of the final 40 million shares of NuScale in April 2026 for total proceeds of $473 million. During the 2025 Period, we sold 10 million of shares in NuScale for net proceeds of $414 million.
We hold cash in bank deposits and marketable securities which are governed by our investment policy. This policy focuses on, in order of priority, the preservation of capital, maintenance of liquidity and maximization of yield. These investments may include money market funds, bank deposits placed with highly-rated financial institutions, repurchase agreements that are fully collateralized by U.S. Government-related securities, high-grade commercial paper and high quality short-term and medium-term fixed income securities.
Capital expenditures in 2026 primarily related to investments in construction equipment on infrastructure projects and in IT compared to primarily IT investments in 2025.
Proceeds from sales of assets during the 2026 Period included $175 million from the sale of our ownership interest in ICA-Fluor and $124 million from the sale of our ownership interest in CFHI compared to $61 million from the sale of Stork's U.K. operations during the 2025 Period.
Investments in partnerships and joint ventures included funding to an infrastructure loss project of $64 million and $120 million during the 2026 Period and 2025 Period, respectively. Investments in partnerships and joint ventures in the 2025 Period also included $38 million in funding on an Energy Solution joint venture and $33 million in funding to a separate infrastructure joint venture to make a legal settlement payment.
Financing Activities
We have an ongoing stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. During the 2026 Period, we repurchased over 23 million shares of common stock under the repurchase program for total consideration of $1.1 billion. Since we restarted the program in the fourth quarter of 2024, a total of 44 million shares have been purchased for $2.0 billion through September 2026.
Capital contributions by NCI represent cash inflows from partners of consolidated partnership or joint ventures created primarily for the execution of single contracts or projects. Capital contributions by NCI during the 2026 Period related to an infrastructure joint venture.
During the 2026 and 2025 Periods, we redeemed $15 million and $37 million, respectively, of the aggregate outstanding 2028 Notes, with an immaterial impact on earnings in both periods.
Letters of Credit
As of September 30, 2026, letters of credit totaling $572 million were outstanding under committed lines of credit. As of September 30, 2026, letters of credit totaling $716 million were outstanding under uncommitted lines of credit including letters of credit totaling $60 million for two lump-sum projects in Kuwait that are substantially complete except for the resolution of unapproved change orders and extension of time claims. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.
Guarantees
The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $12 billion as of September 30, 2026.
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 2026 Period. Accordingly, our disclosures provided in the 2025 10-K remain relevant.
22
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.
23
FLUOR CORPORATION
CHANGES IN CONSOLIDATED BACKLOG
UNAUDITED
| 3ME September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Backlog, July 1 | $ | 26,891 | $ | 28,205 | ||||||||||
| New awards | 10,872 | 3,253 | ||||||||||||
| Adjustments and cancellations, net | 231 | 143 | ||||||||||||
| Work performed | (3,689) | (3,365) | ||||||||||||
| Backlog, September 30 | $ | 34,305 | $ | 28,236 | ||||||||||
| 9ME September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Backlog, January 1 | $ | 25,536 | $ | 28,484 | ||||||||||
| New awards | 19,664 | 10,829 | ||||||||||||
| Adjustments and cancellations, net | 725 | 198 | ||||||||||||
| Work performed | (11,620) | (11,275) | ||||||||||||
| Backlog, September 30 | $ | 34,305 | $ | 28,236 | ||||||||||
24
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 Q3 2026 10-Q.
Item 1A. Risk Factors
There have been no material changes from our risk factors as disclosed in the 2025 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) The following table provides information for the quarter ended September 30, 2026 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) | ||||||||||||||||||||||
| July 1 — July 31, 2026 | 1,823,396 | $ | 50.11 | 1,823,396 | 20,866,326 | |||||||||||||||||||||
| August 1 — August 31, 2026 | 1,892,221 | 52.45 | 1,892,221 | 18,974,105 | ||||||||||||||||||||||
| September 1 — September 30, 2026 | 2,044,747 | 53.43 | 2,044,747 | 16,929,358 | ||||||||||||||||||||||
| Total | 5,760,364 | $ | 52.06 | 5,760,364 | ||||||||||||||||||||||
_________________________________________________________
(1) The share repurchase program was originally announced on November 3, 2011 and, as amended, totaled 66 million shares as of December 31, 2025. In February 2026, the Board approved an increase to the program by an additional 30 million shares to a total of 96 million 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. The share repurchase program has no fixed expiration date.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the quarter ended September 30, 2026, the following individuals adopted or terminated Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act:
•On August 25, 2026 , Tracey H. Cook , Chief Human Resources Officer , adopted a 10b5-1 trading arrangement providing for the exercise of up to 2,811 stock options (including the sale of the underlying shares of common stock), subject to certain conditions, which will terminate on February 23, 2027 .
•On August 26, 2026 , Anthony Morgan , Business Group President , Urban Solutions, terminated a 10b5-1 trading arrangement previously adopted on December 5, 2025. The terminated plan provided for exercise of up to 3,426 stock options (including the sale of the underlying shares of common stock), subject to certain conditions.
•On August 27, 2026 , Anthony Morgan , Business Group Presiden t, Urban Solutions, adopted a 10b5-1 trading arrangement for the sale of up to 8,586 shares of common stock and the exercise of up to 3,426 stock options (and the sale of the underlying shares of common stock), subject to certain conditions, which will terminate on December 31, 2027 .
25
Item 6. Exhibits
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document.* | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |||||||
| 104 | The cover page from the Company's Q3 2026 10-Q for the three and nine months ended September 30, 2026, formatted in Inline XBRL (included in the Exhibit 101 attachments).* | |||||||
_______________________________________________________________________
* New exhibit filed with this report.
† Personal information redacted pursuant to Item 601(a)(6) of Regulation S-K.
26
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: | November 5, 2026 | By: | /s/ John C. Regan | ||||||||
| John C. Regan | |||||||||||
| Chief Financial Officer | |||||||||||
| Date: | November 5, 2026 | By: | /s/ James P. Elliott | ||||||||
| James P. Elliott | |||||||||||
| Chief Accounting Officer | |||||||||||
27
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, James R. Breuer, 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.
| November 5, 2026 | By: | /s/ James R. Breuer | ||||||
| James R. Breuer | ||||||||
| Chief Executive Officer | ||||||||
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, John C. Regan, 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.
| November 5, 2026 | By: | /s/ John C. Regan | ||||||
| John C. Regan | ||||||||
| Chief Financial Officer | ||||||||
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 September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James R. Breuer, 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.
| November 5, 2026 | By: | /s/ James R. Breuer | ||||||
| James R. Breuer | ||||||||
| 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.
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 September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Regan, 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.
| November 5, 2026 | By: | /s/ John C. Regan | ||||||
| John C. Regan | ||||||||
| 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.