FLUOR CORP (FLR)

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. We recently won several significant awards including a limited notice to proceed on LNG Canada Phase 2, a feasibility study for the Woodsmith mining project in England and a multi-year contract for EPC services for a uranium enrichment facility in the U.S. Additionally, we entered into a long-term agreement with Aramco to support its global capital projects portfolio. The pipeline of opportunities continues to show strength, particularly where demand in energy, commodities and advanced technologies are driving investment. We are closely monitoring Middle East events, other geopolitical factors and escalation pressures and their potential impact on business opportunities and risks.

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.

During 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.

In July 2026, we sold our ownership interest in our joint venture in Mexico for $175 million, resulting in an estimated third quarter pre-tax book gain of $90 million and an estimated tax liability of $33 million, which we funded during August 2026. We had forecasted approximately $20 million of pre-tax earnings for the second half of 2026 prior to the sale. This divestiture does not meet the criteria for discontinued operations treatment.

Results of Operations

(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

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Item 7.    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. A discussion and analysis of the operating results of 2024 compared to 2023 are included in our 2024 10-K and have not been repeated in this 10-K.

We continue to see solid client engagement across our markets and a robust and diverse pipeline of opportunities, particularly where accelerated schedules and critical business needs are driving investment. While some clients are pacing commitments due to cost pressures or commodity price softness, our teams are actively advancing engineering and design work so projects can move quickly once final decisions are made. These timing shifts impacted 2025 results, but we remain focused on disciplined execution, cost management, and positioning our clients for long‑term success.

Developments in Our Business

Revenue, profit and operating cash flow in 2025 was significantly impacted by a judgment on the long completed Santos project in Australia. We have appealed the Court decision and we are also working with our insurance carriers to address the obligations arising from the judgment and the costs related to the appeal. We recognized a reversal of revenue of $643 million during 2025, inclusive of committed insurance proceeds, representing the net payment to Santos made in the fourth quarter of 2025.

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We slowed our execution activities at our joint venture in Mexico beginning in the second quarter of 2025 through much of the third quarter to minimize our working capital exposure to the joint venture's primary customer. The customer made significant progress payments through December 2025, which allowed us to execute a controlled restart of our project execution activities.

Prior to November 2025, we converted 15 million of our 126 million NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares and sold all 15 million of those shares for net proceeds of $605 million. We converted the remaining 111 million of our 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, including the following general attributes:

•Conversion of the 111 million remaining ownership units into NuScale registered shares on a one-to-one basis;

•For open market sales, daily limitations on our NuScale sales that vary depending on defined blackout dates for NuScale;

•Voting covenant whereby we will agree to affirmatively support the expansion of NuScale’s authorized share count by up to 330 million shares;

•Imposition of NuScale trading limitations on any newly authorized shares through February 2026;

•50% reduction in our benefits, if any, that may arise under the tax receivable agreement with NuScale;

•Modification of our exclusivity arrangement with NuScale; and

•Various mutual releases and non-disparagement provisions.

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 the first quarter of 2026. Through our bank's execution, we completed the sale of all 71 million shares of NuScale on February 13, 2026, generating total proceeds of $1.35 billion. We expect to monetize the remaining 40 million shares of NuScale via similar structured programs and expect that all remaining ownership in NuScale should be sold by the second quarter of 2026.

Our divestiture of the Stork business was substantially completed following the sale of Stork's U.K. operations in 2025. Stork's operations in continental Europe were sold in 2024.

In December 2025, we reached an agreement to sell our ownership in the fabrication yard in China for approximately $122 million. The sale is expected to close in 2026, subject to the conditions in the agreement.

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Results of Operations

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(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 2025 and 2024, at-cost revenue was approximately $8 billion and $7 billion, respectively (or approximately 53% and 40% of consolidated revenue). 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)During 2025, our backlog decreased due to the execution pace exceeding new award activity. We booked a multi-billion dollar award for a life sciences project during 2025. We booked significant positive project adjustments related to scope increases on several large projects during the second quarter of 2025 and scope reductions on 2 large projects in the first quarter of 2025.

Backlog represents the total amount of revenue we expect to record in the future based upon contracts that have been awarded to us. Backlog is stated in terms of gross revenues and may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs as well as other forms of variable consideration. For projects related to proportionately consolidated joint ventures, we include only our percentage ownership of each joint venture's backlog. 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. We recognize new awards into backlog when we and our client have approved the contract (written or verbal) and are committed to perform our respective obligations. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere in this 10-K. Backlog includes the amount of revenue we expect to recognize under ongoing operations and maintenance contracts for the remainder of the current year renewal period plus up to 3 additional years if renewal is considered to be probable, while RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions. In 2026, we expect to execute approximately half of our ending 2025 backlog.

(4)Includes backlog of $255 million and $702 million for legacy projects in a loss position as of December 31, 2025 and 2024, respectively.

Revenue decreased in 2025 primarily due to the reversal of previously recognized revenue of $643 million for a judgment on the long-completed Santos project in Australia as well as a decline in execution activity for Energy Solutions projects nearing completion. However, revenue in both Urban Solutions and Mission Solutions increased in 2025 due to the ramp up of execution activities on life sciences and mining and metals projects and an increase in volume on a DOE project.

Earnings before taxes decreased during 2025 due t

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