8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 28, 2022

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (469) 398-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Emerging growth company ☐

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

Item 8.01 Other Events.

On December 28, 2022, Fluor Corporation (the “Company”) delivered a notice of redemption to the holders of its 1.750% Senior Notes due 2023 (the “Notes”), pursuant to the Indenture dated as of September 8, 2011 by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank National Association (the “Trustee”), as supplemented by the second supplemental indenture, dated as of June 22, 2012 (the “Second Supplemental Indenture”) between the Company and the Trustee, and as further supplemented by the fourth supplemental indenture, dated as of March 21, 2016 (the “Fourth Supplemental Indenture”) among the Company, the Trustee and Citibank, N.A., London Branch, as paying agent.

The Notes will be redeemed in full at a redemption price equal to 100% of the outstanding principal amount of the Notes, plus accrued and unpaid interest to the date of redemption. The redemption date for the Notes will be January 31, 2023. A copy of the press release announcing the issuance of the notice of redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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

Date: December 28, 2022

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Document

FLUOR ANNOUNCES FULL REDEMPTION OF ITS 1.750% SENIOR NOTES DUE 2023

IRVING, TX (December 28, 2022) – Fluor Corporation (NYSE: FLR) (the “Company” or “Fluor”) announced today that it will redeem in full the entire outstanding €128,970,000 aggregate principal amount of its 1.750% Senior Notes due 2023 (CUSIP Number: 343412 AE2 and ISIN Number: XS1382385471) (the “Notes”) on January 31, 2023. The redemption price for the Notes is equal to 100% of the outstanding principal amount of the Notes, plus accrued and unpaid interest to the date of redemption.

A notice of redemption is being sent to all currently registered holders of the Notes. The Notes are held though Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) and will be redeemed in accordance with the procedures of Euroclear and Clearstream. Computershare Trust Company, N.A., (successor in interest to Wells Fargo Bank National Association), is acting as trustee and can be contacted by calling 1-800-344-5128. Citibank, N.A., London Branch is acting as paying agent.

This press release is not an offer to sell or a solicitation of an offer to buy any securities.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better future by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 41,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $12.4 billion in 2021 and is ranked 259 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years.

Forward-Looking Statements

This press release may contain forward-looking statements (including without limitation statements to the effect that the Company or its management “will,” “believes,” “expects,” “anticipates,” “plans” or other similar expressions). Such forward-looking statements include, but are not limited to, statements

that are not historical facts. Actual results may differ materially as a result of a number of factors. Caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections. Additional information concerning factors that could affect the Company’s results can be found in the Company’s public periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1A. Risk Factors” in the Company’s Form 10-K filed on February 22, 2022. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department: (469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.

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