# Fluor Corp: Form 10-Q for the period ended Mar 31, 2025

- Company: [Fluor Corp](/companies/flr.md) (CIK 1124198)
- Form: 10-Q
- Filed: 2025-05-02
- Accepted by EDGAR: May 1, 2025, 18:02 ET
- Period: 2025-03-31
- Accession: 0001124198-25-000007
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1124198/000112419825000007/flr-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1124198/000112419825000007/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $3.98bn | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $3.84bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $140.0m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $91.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $12.0m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | −$53.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$241.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$1.42 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$1.42 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 169,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$286.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $11.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $142.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $2.43bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $4.91bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $8.42bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $2.82bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-03-31 | $1.09bn | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-03-31 | $3.59bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 28,561 characters.

The following discussion and analysis should be read in conjunction with our financial statements and our 2024 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;
- 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;
- Earnings volatility due to recurring fair value measurements of our investment in NuScale;
- 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 2024 10-K. These filings are available publicly on the SEC’s website at http://www.sec.gov, on our website at http://investor.fluor.com or upon request from our Investor Relations Department at (469) 398-7222. We cannot control such risk factors and other uncertainties, and in many cases, cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. These risks and uncertainties should be considered when evaluating Fluor and deciding whether to invest in our securities. Except as otherwise required by law, we undertake no obligation to publicly update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

### Results of Operations

In the 2025 Quarter, we completed the sale of Stork's U.K. operations. The sale did not have a material impact on the financial statements. In the 2024 Quarter, we completed the sale of Stork's operations in continental Europe for $67 million and recognized a gain on sale of $11 million including de-recognition of Stork's net assets and cumulative foreign currency translation. After completing the wind down of the Trinidad and Tobago operations later this year, Stork's divestiture will be complete.

We recognize 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, which resulted in a pre-tax loss of $477 million for the 2025 Quarter. Our investment in NuScale consists of ownership units in NuScale’s operating subsidiary coupled with non-economic voting shares of NuScale. We have the right to collectively exchange these interests for registered and publicly-traded shares of NuScale, subject to certain timing restrictions and NuScale management’s discretion around the maximum number of exchangeable shares each period, if any. Although we use the Level 1 fair value of the publicly-traded shares, the restrictions associated with the conversion could cause the net realizable value of the investment to be different than the implied fair value. NuScale's results for the 2024 Quarter were included in our Other segment as it was prior to our deconsolidation of NuScale.

*(in millions)*

| Revenue | 3ME March 31, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Urban Solutions | $2,157 |  | $1,479 |  |
| Energy Solutions | 1,206 |  | 1,432 |  |
| Mission Solutions | 597 |  | 601 |  |
| Other | 22 |  | 222 |  |
| **Total revenue** | $3,982 |  | $3,734 |  |
| **Segment profit (loss) $ and margin %** |  |  |  |  |
| Urban Solutions | $70 | 3.2% | $50 | 3.4% |
| Energy Solutions | 47 | 3.9% | 68 | 4.7% |
| Mission Solutions | 5 | 0.8% | 22 | 3.7% |
| Other | 9 | 40.9% | (22) | NM |
| **Total segment profit $ and margin %(1)** | $131 | 3.3% | $118 | 3.2% |
| G&A | (36) |  | (59) |  |
| Foreign currency gain (loss) | (13) |  | 12 |  |
| Interest income (expense), net | 17 |  | 39 |  |
| Earnings (loss) attributable to NCI | 9 |  | (19) |  |
| Earnings before taxes | 108 |  | 91 |  |
| Income tax benefit (expense) (including $73 million tax benefit attributable to equity method loss in 2025) | 53 |  | (51) |  |
| Net earnings before equity method earnings | 161 |  | 40 |  |
| Equity method earnings (loss) | (393) |  | — |  |
| Net earnings (loss) | (232) |  | 40 |  |
| Less: Net earnings (loss) attributable to NCI | 9 |  | (19) |  |
| **Net earnings (loss) attributable to Fluor** | $(241) |  | $59 |  |
| **New awards** |  |  |  |  |
| Urban Solutions | $5,330 |  | $4,873 |  |
| Energy Solutions | 315 |  | 716 |  |
| Mission Solutions | 164 |  | 1,145 |  |
| Other | 2 |  | 284 |  |
| **Total new awards** | $5,811 |  | $7,018 |  |
| New awards related to projects located outside of the U.S. | 10% |  | 27% |  |

*(in millions)*

| Backlog (2)(3) | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Urban Solutions | $20,150 | $17,749 |
| Energy Solutions | 6,161 | 7,605 |
| Mission Solutions | 2,397 | 2,727 |
| Other | 10 | 403 |
| **Total backlog** | $28,718 | $28,484 |
| Backlog related to projects located outside of the U.S. | 42% | 55% |
| Backlog related to reimbursable projects | 79% | 79% |

(1) 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.

(2) Backlog at March 31, 2025 was level with backlog at December 31, 2024. We booked a multi-billion award for a life sciences project during the 2025 Quarter. However, we also adjusted backlog on 2 large projects due to reductions in scope and the associated CFM. 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.

(3) Includes backlog of $585 million and $702 million for ongoing legacy projects in a loss position as of March 31, 2025 and December 31, 2024, respectively.

Revenue increased during the 2025 Quarter primarily driven by a ramp up of execution activities on several large projects in our Urban Solutions segment partially offset by revenue declines in Energy Solutions.

Earnings before taxes improved in the 2025 Quarter driven by the ramp up of execution activities on Urban Solutions projects discussed above as well as a reduction in G&A for stock-based compensation partially offset by a decline in net interest income and a foreign currency loss.

Net earnings excluding amounts attributable to equity method earnings were as follows:

*(in millions)*

|  | 3ME March 31, 2025 |  |
| --- | ---: | ---: |
| Earnings before taxes | $108 |  |
| Income tax benefit | 53 |  |
| Less: Income tax benefit attributable to equity method loss | (73) |  |
| Income tax expense and effective tax rate, excluding amount attributable to equity method loss | (20) | 19% |
| Net earnings excluding amount attributable to equity method loss | $88 |  |
| Equity method loss | $(393) |  |
| Income tax benefit and effective tax rate attributable to equity method loss | 73 | 19% |
| Equity method loss, net of related income tax benefit | $(320) |  |
| Net earnings/(loss) | $(232) |  |

The effective tax rate on earnings for the 2025 Quarter was (49)% compared to 56% for the 2024 Quarter. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

*(In millions)*

|  | 3ME March 31, 2025 | 2024 |
| --- | ---: | ---: |
| U.S statutory federal income tax (benefit) expense | $(60) | $19 |
| Increase (decrease) in taxes resulting from: |  |  |
| State and local income taxes, net of federal income tax effects | (7) | 1 |
| Valuation allowance, net | 2 | (4) |
| Foreign tax impacts | 7 | 7 |
| Noncontrolling interest | (2) | 4 |
| Reserve for uncertain tax positions | (3) | 17 |
| Other adjustments | 10 | 7 |
| Total income tax (benefit) expense | $(53) | $51 |

Beginning in January 2024, many non-US tax jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion Model Rules, also known as Pillar Two. Pillar Two establishes a global minimum tax of 15% on large multinational corporations. We considered the applicable tax law changes in the countries in which we operate and have determined that there is no material impact to our tax provision for the 2025 Quarter. We will continue to evaluate the impact of these tax law changes on future periods.

Our profit margin percentages may be favorably or unfavorably impacted by a change in the amount of CFM recorded. We record revenue on a gross basis, including CFM when we have concluded that we are a principal with respect to such materials and services, though the timing of CFM receipt can significantly impact completion percentage.

### Segment Operations

### Urban Solutions

Revenue significantly increased in the 2025 Quarter due to the ramp up of execution activities on life sciences projects awarded in the last 18 months as well as revenue growth on a large metals project and a large mining project. The increase in 2025 revenue was further driven by progression to completion on a metals project in which there was a change in scope and removal of CFM.

Segment profit increased in the 2025 Quarter due to an increase in execution activities on life sciences projects awarded in the last 18 months and a large metals project as well as a decrease in cost due to design optimization on a highway project. We also recognized profit on a metals project upon a change in percentage of completion due to a reduction in scope. The increase in segment profit was partially offset by the effects of unfavorable foreign currency movements on an international bridge project. Segment profit margin in the 2025 Quarter was consistent with the 2024 Quarter.

New awards increased during the 2025 Quarter due to a large EPC award for a second multi-billion dollar pharmaceutical facility in Indiana and a construction contract for State Highway 6 in Texas. Backlog increased during the 2025 Quarter due to these 2 large awards. Our staffing business does not report new awards or backlog.

### Energy Solutions

Revenue decreased during the 2025 Quarter due to a decline in execution activity for several projects nearing completion partially offset by the ramp up of execution activities on a chemicals project in Canada and a batteries project in Poland.

Segment profit and profit margin declined during the 2025 Quarter due to projects nearing completion and the impact of reserves taken for a joint venture project in Mexico completed in 2019, partially offset by profit recognition on a chemicals project upon a change in percentage of completion due to a client directed change in scope. Segment profit and segment profit margin in the 2024 Quarter was adversely impacted by $29 million in cost growth on a construction only subcontract executed by our joint venture in Mexico.

New awards declined during the 2025 Quarter compared to the 2024 Quarter. Backlog declined during the 2025 Quarter due to the execution pace exceeding new award activity.

### Mission Solutions

Revenue in the 2025 Quarter was level with revenue in the 2024 Quarter. Revenue growth due to increased volume on a DOE project and FEMA hurricane relief efforts was offset by revenue declines resulting from reduced volume on a different DOE project and the recognition of an additional reserve resulting from a recent ruling on a long-standing claim on a project completed in 2019.

Segment profit and profit margin declined during the 2025 Quarter compared to the 2024 Quarter due to an additional reserve of $28 million resulting from a recent ruling on a long-standing claim on a project completed in 2019 partially offset by volume-related growth on a DOE project.

New awards declined during the 2025 Quarter compared to the 2024 Quarter. Backlog included $369 million and $665 million of unfunded government contracts as of March 31, 2025 and December 31, 2024, 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.

### Other

NuScale's results for the 2024 Quarter were included in our Other segment as it was prior to our deconsolidation of NuScale in October 2024. In the 2025 Quarter, we completed the sale of Stork's operations in the U.K. and recognized a gain on sale of $7 million compared to an $11 million gain on the sale of Stork's operations in continental Europe in the 2024 Quarter. We expect results from our Other segment to be immaterial for 2025.

### G&A

*(in millions)*

| G&A | 3ME March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Compensation | $24 | $43 |
| Legal & professional fees | 3 | 3 |
| Exit costs | 2 | 5 |
| Facilities | — | 2 |
| Other | 7 | 6 |
| G&A | $36 | $59 |

The decrease in compensation expense in the 2025 Quarter was primarily driven by lower stock-based compensation, largely resulting from a decrease in our stock price and corresponding TSR metrics between December 31, 2024 and March 31, 2025.

### Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates from those disclosed in our 2024 10-K.

### Recent Accounting Pronouncements

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

### 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. 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 that arise.

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

As of March 31, 2025, letters of credit totaling $465 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 $1.2 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 March 31, 2025 and through the issuance of this 10-Q, we had not made any borrowings under our credit facility. We have a sublimit 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 $856 million.

Cash and cash equivalents combined with marketable securities were $2.5 billion and $3.0 billion as of March 31, 2025 and December 31, 2024, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $1.1 billion as of both March 31, 2025 and December 31, 2024. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access.

In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $325 million and $333 million as of March 31, 2025 and December 31, 2024, 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 $48 million and $79 million as of March 31, 2025 and December 31, 2024, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. In some cases, it may not be financially efficient to move cash and cash equivalents between countries due to statutory dividend limitations and/or adverse tax consequences. We did not consider any cash to be permanently reinvested outside the U.S. as of March 31, 2025 and December 31, 2024, 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 the 2025 Quarter, we used $142 million to repurchase and cancel 3,576,745 shares of common stock under our repurchase program. Over 24,000,000 shares could still be purchased under the repurchase program as of March 31, 2025. Between April 1, 2025 and April 25, 2025, we repurchased and canceled approximately 1.5 million shares of our common stock for $51 million. We expect to repurchase approximately $150 million of our stock during the second quarter of 2025 and approximately $300 million of our stock during the latter half of 2025.

### Cash Flows

*(in millions)*

|  | 3ME March 31, 2025 | 2024 |
| --- | ---: | ---: |
| **OPERATING CASH FLOW** | $(286) | $(111) |
| **INVESTING CASH FLOW** |  |  |
| Proceeds from sales and maturities (purchases) of marketable securities | 54 | (5) |
| Capital expenditures | (11) | (34) |
| Proceeds from sale of assets | 62 | 30 |
| Investments in partnerships and joint ventures | (69) | (13) |
| Investing cash flow | 36 | (22) |
| **FINANCING CASH FLOW** |  |  |
| Repurchase of common stock | (142) | — |
| Purchase and retirement of debt | (18) | (10) |
| Other | (3) | (16) |
| Financing cash flow | (163) | (26) |
| Effect of exchange rate changes on cash | 17 | (25) |
| Increase (decrease) in cash and cash equivalents | (396) | (184) |
| Cash and cash equivalents at beginning of period | 2,829 | 2,519 |
| Cash and cash equivalents at end of period | $2,433 | $2,335 |
| Cash paid during the period for: |  |  |
| Interest | $19 | $20 |
| Income taxes (net of refunds) | 30 | 46 |

#### 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 and the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of March 31, 2025, our backlog included $585 million for ongoing legacy projects in a loss position, including approximately $189 million of estimated unfunded losses associated therewith. The comparable amounts at December 31, 2024 were $702 million of backlog and $237 million of unfunded losses.

Our operating cash flow is typically lower in the first quarter of each year due to the timing of payout of employee incentive awards from the prior year. Our operating cash flow for the 2025 and 2024 Quarters was also negatively impacted by increases in working capital on several large projects.

#### Investing Activities

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

Capital expenditures in 2025 primarily related to investments in IT compared to expenditures for improvements to our new office lease in Houston as well as construction equipment on infrastructure projects in 2024.

Net proceeds from sales of assets during the 2025 Quarter included $61 million from the sale of Stork's U.K. operations compared to $29 million from the sale of Stork's European business in the 2024 Quarter. We received additional proceeds of $38 million from the sale of Stork Europe in April 2024.

Investments in unconsolidated partnerships and joint ventures in the 2025 Quarter included $55 million in funding on a loss project for an infrastructure joint venture.

#### Financing Activities

We have a stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. In November 2024, the Board authorized an additional 20,000,000 shares to the repurchase program. During 2025 Quarter, we repurchased 3,576,745 shares of common stock under the repurchase program for total consideration of $142 million. As of March 31, 2025, over 24,000,000 shares could still be purchased under the repurchase program.

During the 2025 and 2024 Quarters, we redeemed $18 million and $10 million, respectively, of the aggregate outstanding 2028 Notes, with an immaterial impact on earnings in both periods.

#### Letters of Credit

As of March 31, 2025, letters of credit totaling $465 million were outstanding under committed lines of credit. As of March 31, 2025, letters of credit totaling $941 million were outstanding under uncommitted lines of credit including letters of credit totaling $344 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 $15 billion as of March 31, 2025.

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.

## Market risk

As filed, 143 characters.

There have been no material changes to market risk during 2025 Quarter. Accordingly, our disclosures provided in the 2024 10-K remain relevant.

## Controls and procedures

As filed, 979 characters.

### 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.

### CHANGES IN CONSOLIDATED BACKLOG

UNAUDITED

*(in millions)*

|  | 3ME March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Backlog, January 1 | $28,484 | $29,441 |
| New awards | 5,811 | 7,018 |
| Adjustments and cancellations, net | (1,619) | (20) |
| Work performed | (3,958) | (3,700) |
| Backlog, March 31 | $28,718 | $32,739 |

22

Filed May 2, 2025.
Source: SEC EDGAR, the filing index for accession 0001124198-25-000007. Last ingested by Listed: Nov 6, 2026, 11:55 ET. No prices; not investment advice.