# Fluor Corp: Form 10-Q for the period ended Mar 31, 2024

- Company: [Fluor Corp](/companies/flr.md) (CIK 1124198)
- Form: 10-Q
- Filed: 2024-05-03
- Accepted by EDGAR: May 2, 2024, 18:01 ET
- Period: 2024-03-31
- Accession: 0001628280-24-020092
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1124198/000162828024020092/flr-20240331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1124198/000162828024020092/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $3.73bn | us-gaap:Revenues |
| Cost of revenue | 3 months, 2024-01-01 to 2024-03-31 | $3.63bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-01-01 to 2024-03-31 | $99.0m | us-gaap:GrossProfit |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $52.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $13.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $51.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $59.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.34 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.35 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 173,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | −$111.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $34.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $2.33bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $4.91bn | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $6.70bn | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $2.95bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2024-03-31 | $1.15bn | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2024-03-31 | $1.95bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 28,385 characters.

The following discussion and analysis should be read in conjunction with our financial statements and our 2023 10-K. Except as the context otherwise requires, the terms Fluor or the Registrant, as used herein, are references to Fluor and references to the company, we, us, or our, as used herein, shall include Fluor, its consolidated subsidiaries and joint ventures.

### CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

- The cyclical nature of many of the markets we serve and our clients' vulnerability to poor economic conditions, such as inflation, slow growth or recessions, which may result in decreased capital investment and reduced demand for our services;
- Our failure to receive anticipated new contract awards and the related impact on our operations;
- Failure to accurately estimate the cost and schedule on our projects, potentially resulting in cost overruns or obligations, including those related to project delays and those caused by the performance of our clients, subcontractors, suppliers and partners;
- Intense competition in the global EPC industry, which can place downward pressure on our contract prices and profit margins and may increase our contractual risks;
- The inability to hire and retain qualified personnel;
- Failure of our joint venture partners to perform their venture obligations, which could impact the success of those ventures and impose additional financial and performance obligations on us;
- Failure of our suppliers or subcontractors to provide supplies or services at the agreed-upon levels or times;
- Cybersecurity breaches of our systems and information technology;
- Civil unrest, security issues, labor conditions and other unforeseeable events in the countries in which we do business;
- Project cancellations, scope adjustments or deferrals, or foreign currency fluctuations, that could reduce the amount of our backlog and the revenue and profits that we earn;
- Repercussions of events beyond our control, such as severe weather conditions, natural disasters, pandemics, political crises or other catastrophic events, that may significantly affect operations, result in higher cost or subject the company to contract claims by our clients;
- Differences between our actual results and the assumptions and estimates used to prepare our financial statements;
- Client delays or defaults in making payments;
- The potential impact of changes in tax laws and other tax matters including, but not limited to, those from foreign operations, the realizability of our deferred tax assets and the ongoing audits by tax authorities;
- Our ability to secure appropriate insurance;
- The loss of business from one or more significant clients;
- The inability to adequately protect our intellectual property rights;
- The availability of credit and financial assurances plus restrictions imposed by credit facilities, both for us and our clients, suppliers, subcontractors or other partners;
- Adverse results in existing or future litigation, regulatory proceedings or dispute resolution proceedings (including claims for indemnification), or claims against project owners, subcontractors or suppliers;
- Failure of our employees, agents or partners to comply with laws, which could result in harm to our reputation and reduced profits or losses;
- The impact of new or changing legal requirements, as well as past and future environmental, health and safety regulations including climate change regulations; and
- The risks associated with 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 2023 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 March 2024, we completed the sale of Stork's operations in continental Europe for $67 million, including a second payment of $38 million that was received in April 2024. During the 2024 Quarter, we recognized a gain on sale of $11 million including de-recognition of Stork's net assets and cumulative foreign currency translation.

During April 2024, we also entered into a definitive sale agreement for Stork's U.K. operations, which could close as early as the second quarter of 2024. The financial statement effects for this proposed U.K. sale did not meet the requirements for held-for-sale reporting as of March 31, 2024. The transaction, as agreed to, is not expected to have a material earnings impact when recognized.

In March 2023, we sold our AMECO South America business, which included operations in Chile and Peru. This transaction marked the completion of the AMECO divestiture. Upon the sale of AMECO South America in the 2023 Quarter, we recognized a $60 million negative earnings impact, including $35 million associated with foreign currency translation.

In August and September 2023, we completed the issuance of the 2029 Notes and the conversion of all our CPS. In December 2023, we extinguished the remaining outstanding 2024 Notes.

*(in millions)*

| Revenue | 3ME March 31, 2024 |  | 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Energy Solutions | $1,432 |  | $1,612 |  |
| Urban Solutions | 1,479 |  | 1,208 |  |
| Mission Solutions | 601 |  | 649 |  |
| Other | 222 |  | 283 |  |
| **Total revenue** | $3,734 |  | $3,752 |  |
| **Segment profit (loss) $ and margin %** |  |  |  |  |
| Energy Solutions | $68 | 4.7% | $88 | 5.5% |
| Urban Solutions | 50 | 3.4% | (20) | (1.7)% |
| Mission Solutions | 22 | 3.7% | 7 | 1.1% |
| Other | (22) | NM | (90) | NM |
| **Total segment profit (loss) $ and margin %(1)** | $118 | 3.2% | $(15) | (0.4)% |
| G&A | (59) |  | (62) |  |
| Foreign currency gain (loss) | 12 |  | (41) |  |
| Interest income (expense), net | 39 |  | 41 |  |
| Earnings (loss) attributable to NCI | (19) |  | (23) |  |
| Earnings (loss) before taxes | 91 |  | (100) |  |
| Income tax expense | (51) |  | (30) |  |
| Net earnings (loss) | $40 |  | $(130) |  |
| Less: Net earnings (loss) attributable to NCI | (19) |  | (23) |  |
| **Net earnings (loss) attributable to Fluor** | $59 |  | $(107) |  |
| **New awards** |  |  |  |  |
| Energy Solutions | $716 |  | $712 |  |
| Urban Solutions | 4,873 |  | 1,775 |  |
| Mission Solutions | 1,145 |  | 331 |  |
| Other | 284 |  | 416 |  |
| **Total new awards** | $7,018 |  | $3,234 |  |
| New awards related to projects located outside of the U.S. | 27% |  | 53% |  |

*(in millions)*

| Backlog (2)(3) | March 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Energy Solutions | $9,259 | $9,722 |
| Urban Solutions | 18,603 | 14,848 |
| Mission Solutions | 4,389 | 3,945 |
| Other | 488 | 926 |
| **Total backlog** | $32,739 | $29,441 |
| Backlog related to projects located outside of the U.S. | 56% | 62% |
| Backlog related to reimbursable projects | 80% | 76% |

(1) Total segment profit is a non-GAAP financial measure. We believe that total segment profit provides a meaningful perspective on our results as it is the aggregation of individual segment profit measures that we use to evaluate and manage our performance.

(2) Backlog as of March 31, 2024 increased from backlog as of December 31, 2023 primarily due to an award for a large life sciences project. 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 $1.2 billion and $1.3 billion for legacy projects in a loss position as of March 31, 2024 and December 31, 2023, respectively.

While we experienced reductions in demand for certain services and the delay or abandonment of ongoing or anticipated projects during the COVID pandemic, our ability to win work was not materially impacted by COVID during the 2024 Quarter. Although many of our projects are in a state we consider normal, we continue to deal with the effects of COVID on our operating results as our estimates are inclusive of COVID effects and client recoveries.

During the 2024 Quarter, segment profit significantly improved. Segment profit in the 2023 Quarter included a $59 million charge for cost growth on the LAX Automated People Mover project as well as a $60 million negative earnings impact upon the sale of our AMECO South America business.

The effective tax rate on earnings for the 2024 Quarter was 55.6% compared to (30.1)% for the 2023 Quarter. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows:

*(In millions)*

|  | 3ME March 31, 2024 | 2023 |
| --- | ---: | ---: |
| U.S statutory federal income tax expense | $19 | $(21) |
| Increase (decrease) in taxes resulting from: |  |  |
| State and local income taxes, net of federal income tax effects | 1 | (3) |
| Valuation allowance, net | (4) | 52 |
| Foreign tax impacts | 7 | 8 |
| Noncontrolling interest | 4 | 5 |
| Sale of AMECO South America | — | (10) |
| Reserve for uncertain tax positions | 17 | — |
| Other adjustments | 7 | (1) |
| Total income tax expense | $51 | $30 |

During the 2024 Quarter, we established a $17 million reserve for an uncertain tax position. We received an adverse court ruling and have reassessed our tax position. We have filed an appeal and intend to begin settlement negotiations, requesting penalty relief. The reserve established excludes $9 million of assessed penalties.

Beginning in January 2024, many non-US tax jurisdictions have enacted or 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 2024 Quarter. We will continue to evaluate the impact of these tax law changes on future periods.

### Segment Operations

### Energy Solutions

Revenue decreased in the 2024 Quarter primarily due to a decline in execution activity for several projects nearing completion partially offset by the ramp up of execution activities on chemicals projects in China and Canada and a batteries project in Poland.

Segment profit in the 2024 Quarter was adversely impacted by $29 million in cost growth for delays, craft labor and material escalation on a construction only subcontract executed by our joint venture entity in Mexico. The joint venture is working with the client to establish a commercial resolution to project impacts. Segment profit in the 2024 Quarter was also impacted by projects nearing completion partially offset by scope increase and ramp up of execution activities on a refinery project in Mexico. Segment profit in the 2024 Quarter included a gain of $7 million on embedded foreign currency derivatives compared to a loss of $39 million in the 2023 Quarter. The decline in segment profit margin in the 2024 Quarter reflects these same factors.

New awards in the 2024 Quarter remained flat compared to the 2023 Quarter. Backlog declined slightly during the 2024 Quarter due to the execution pace exceeding new award activity.

### Urban Solutions

Revenue in the 2024 Quarter increased primarily due to the ramp up of execution activities on several recently awarded projects including two life sciences projects, a green steel project and two semiconductor projects. The revenue increases in the 2024 Quarter were partially offset by declines in the volume of execution activity for projects nearing completion including a large mining project and a life sciences project as well as the realignment of a large metals project.

Segment profit in the 2024 Quarter significantly improved due to the ramp up of execution activities on the new projects discussed above and segment profit in the 2023 Quarter included a $59 million charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project. The increase in segment profit margin in the 2024 Quarter reflects these same factors.

New awards significantly increased in the 2024 Quarter due to awards for a large life sciences project and a mining project. Backlog increased during 2024 due to the new award activity. Our staffing business does not report new awards or backlog.

### Mission Solutions

Revenue decreased in the 2024 Quarter due to lower contributions from 2 DOE contracts and the cancellation of a power project in 2023 partially offset by increased execution activities on FEMA hurricane support and a DOE contract.

Segment profit improved in the 2024 Quarter compared to the 2023 Quarter that included a $21 million charge for cost growth associated with additional schedule delays on a weapons facility project. The increase in segment profit margin in the 2024 Quarter was also driven by this same factor.

New awards increased during the 2024 Quarter and included task order contract awards under the Air Force Contract Augmentation Program V. Backlog included $2.8 billion and $2.7 billion of unfunded government contracts as of March 31, 2024 and December 31, 2023, 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

Other includes the operations of NuScale and the remaining Stork and AMECO businesses prior to their sale.

*(in millions)*

|  | 3ME March 31, 2024 | 2023 |
| --- | ---: | ---: |
| NuScale (1) | $(33) | $(29) |
| Stork | 11 | 1 |
| AMECO | — | (62) |
| Segment profit (loss) | $(22) | $(90) |
| (1) NuScale expenses included in the determination of segment profit were as follows: |  |  |
| NuScale expenses | $(65) | $(58) |
| Less: DOE Reimbursable expenses | 6 | 8 |
| NuScale expenses, net | (59) | (50) |
| Less: Attributable to NCI | 26 | 21 |
| NuScale profit (loss) | $(33) | $(29) |

Segment profit in 2024 includes an $11 million gain on the sale of Stork's operations in continental Europe. During April 2024, we also entered into a definitive sale agreement for Stork's U.K. operations, which could close as early as the second quarter of 2024.

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

### G&A

*(in millions)*

| G&A | 3ME March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Compensation | $43 | $44 |
| SEC investigation | — | 5 |
| Facilities | 2 | 2 |
| Exit costs | 5 | 2 |
| Other | 9 | 9 |
| G&A | $59 | $62 |

### Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates from those disclosed in our 2023 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 facilities and, when necessary, access to capital markets. We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.

Our credit facility contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, which is a one notch downgrade from both agencies' current ratings. If we are required to provide collateral, it would consist broadly of liens on our U.S. assets.

In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million using cash on hand. During the fourth quarter of 2023, we extinguished the remaining outstanding $266 million principal amount of our 2024 Notes by transferring interest-bearing government securities to the trustee of those Notes.

As of March 31, 2024, letters of credit totaling $450 million were outstanding under our $1.8 billion credit facility, which matures in February 2026. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.2 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, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of March 31, 2024 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 $776 million.

Cash and cash equivalents combined with marketable securities were $2.4 billion and $2.6 billion as of March 31, 2024 and December 31, 2023, respectively. Cash balances as of March 31, 2024 and December 31, 2023 include cash and cash equivalents and marketable securities held by NuScale of $120 million and $118 million, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $1.1 billion as of both March 31, 2024 and December 31, 2023. 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 $462 million and $491 million as of March 31, 2024 and December 31, 2023, 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 $44 million and $80 million as of March 31, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.

### Cash Flows

*(in millions)*

|  | 3ME March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **OPERATING CASH FLOW** | $(111) | $(161) |
| **INVESTING CASH FLOW** |  |  |
| Proceeds from sales and maturities (purchases) of marketable securities | (5) | 11 |
| Capital expenditures | (34) | (20) |
| Proceeds from sale of assets (including AMECO-South America in 2023) | 30 | 22 |
| Investments in partnerships and joint ventures | (13) | (2) |
| Other | — | 2 |
| Investing cash flow | (22) | 13 |
| **FINANCING CASH FLOW** |  |  |
| Purchases and retirement of debt | (10) | (137) |
| Dividends paid on CPS | — | (10) |
| Other | (16) | (14) |
| Financing cash flow | (26) | (161) |
| Effect of exchange rate changes on cash | (25) | 7 |
| Increase (decrease) in cash and cash equivalents | (184) | (302) |
| Cash and cash equivalents at beginning of period | 2,519 | 2,439 |
| Cash and cash equivalents at end of period | $2,335 | $2,137 |
| Cash paid during the period for: |  |  |
| Interest | $20 | $19 |
| Income taxes (net of refunds) | 46 | 24 |

#### Operating Activities

Cash flows from operating activities result primarily from our EPC activities and are affected by our earnings level and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project and the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a 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, 2024, our backlog included $1.2 billion for loss projects, including approximately $300 million of estimated unfunded losses associated therewith. The comparable amounts in December 31, 2023 were $1.3 billion of backlog and $344 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 2024 and 2023 Quarters was also negatively impacted by increases in working capital on several large projects. During the 2024 Quarter, we funded an estimated $55 million on loss projects.

#### Investing Activities

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

Capital expenditures in 2024 primarily related to improvements to our new office lease in Houston as well as construction equipment on infrastructure projects compared to expenditures for construction equipment and investments in IT in 2023.

Proceeds from sales of assets during the 2024 Quarter included $29 million for the sale of our Stork's European business. We received additional proceeds from the sale of $38 million in April 2024. Proceeds from sales of assets during the 2023 Quarter included $17 million for the sale of our AMECO South America business, which included operations in Chile and Peru.

Investments in unconsolidated partnerships and joint ventures in the 2024 Quarter included capital contributions to an infrastructure joint venture.

#### Financing Activities

During the 2024 Quarter, we redeemed $10 million of aggregate outstanding 2028 Notes, with an immaterial earnings impact. During the 2023 Quarter, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact.

In September 2023, we exercised our mandatory conversion rights on our CPS in which all of the outstanding shares of CPS converted to 44.9585 shares of our common stock, plus a cash payment of $45.23 per CPS for a make-whole premium. 2023 Quarter CPS dividends of $10 million were paid in February 2023. Upon conversion, all dividends on the CPS ceased.

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in the 2024 Quarter related to a Mission Solutions joint venture. Capital contributions by NCI during the 2024 and 2023 Quarters related to investments by NuScale's NCI holders.

We have a common stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of March 31, 2024, over 10 million shares could still be purchased under the existing stock repurchase program.

#### Letters of Credit

As of March 31, 2024, letters of credit totaling $450 million were outstanding under committed lines of credit. As of March 31, 2024, letters of credit totaling $916 million were outstanding under uncommitted lines of credit including letters of credit totaling $345 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, 2024.

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, 147 characters.

There have been no material changes to market risk during the 2024 Quarter. Accordingly, our disclosures provided in the 2023 10-K remain relevant.

## Controls and procedures

As filed, 974 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, 2024 | 2023 |
| --- | ---: | ---: |
| Backlog, January 1 | $29,441 | $26,049 |
| New awards | 7,018 | 3,234 |
| Adjustments and cancellations, net | (20) | 52 |
| Work performed | (3,700) | (3,712) |
| Backlog, March 31 | $32,739 | $25,623 |

23

Filed May 3, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-020092. Last ingested by Listed: Oct 24, 2026, 15:05 ET. No prices; not investment advice.