FLUOR CORP (Form: 10-Q, Received: 10/31/2019 08:25:13)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-16129

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		33-0927079
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6700 Las Colinas Boulevard
Irving,	Texas	75039
(Address of principal executive offices)		(Zip Code)

469-398-7000

(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
Common Stock, $.01 par value per share	FLR	New York Stock Exchange

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, if any, 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):



Large accelerated filer	☒	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 ý

As of October 25, 2019, 140,174,400 shares of the registrant’s common stock, $0.01 par value, were outstanding.

Table of Contents

FLUOR CORPORATION

FORM 10-Q



TABLE OF CONTENTS			PAGE

Part I:	Financial Information

	Item 1:	Financial Statements

		Condensed Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	2

		Condensed Consolidated Statement of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	3

		Condensed Consolidated Balance Sheet as of September 30, 2019 and December 31, 2018 (Unaudited)	4

		Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	5

		Condensed Consolidated Statement of Changes in Equity for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	6

		Notes to Condensed Consolidated Financial Statements (Unaudited)	8

	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

	Item 3:	Quantitative and Qualitative Disclosures about Market Risk	48

	Item 4:	Controls and Procedures	48

	Changes in Consolidated Backlog (Unaudited)		49

Part II:	Other Information

	Item 1:	Legal Proceedings	50

	Item 1A:	Risk Factors	50

	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	50

	Item 4:	Mine Safety Disclosures	50

	Item 6:	Exhibits	51

Signatures			52

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED



	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2019			2018			2019			2018
TOTAL REVENUE	$	3,937,707		$	3,842,235		$	10,622,201		$	11,268,305
TOTAL COST OF REVENUE	3,869,606			3,654,953			11,177,807			10,959,757
OTHER (INCOME) AND EXPENSES
Corporate general and administrative expense	10,362			61,058			115,426			134,726
Impairment, restructuring and other exit costs	333,988			—			388,027			—
Interest expense	18,984			24,238			56,490			58,131
Interest income	(13,965		)	(9,504		)	(40,695		)	(24,777		)
Total cost and expenses	4,218,975			3,730,745			11,697,055			11,127,837
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES	(281,268		)	111,490			(1,074,854		)	140,468
INCOME TAX EXPENSE	490,077			28,710			368,289			39,260
NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS	(771,345		)	82,780			(1,443,143		)	101,208
NET EARNINGS FROM DISCONTINUED OPERATIONS	41,806			13,245			76,810			113,920
NET EARNINGS (LOSS)	(729,539		)	96,025			(1,366,333		)	215,128
LESS: NET EARNINGS (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS FROM CONTINUING OPERATIONS	10,260			14,199			(18,918		)	31,528
NET EARNINGS (LOSS) ATTRIBUTABLE TO FLUOR CORPORATION FROM CONTINUING OPERATIONS	(781,605		)	68,581			(1,424,225		)	69,680
LESS: NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS	2,185			4,481			7,803			9,013
NET EARNINGS ATTRIBUTABLE TO FLUOR CORPORATION FROM DISCONTINUED OPERATIONS	39,621			8,764			69,007			104,907
NET EARNINGS (LOSS) ATTRIBUTABLE TO FLUOR CORPORATION	$	(741,984	)	$	77,345		$	(1,355,218	)	$	174,587
AMOUNTS ATTRIBUTABLE TO FLUOR CORPORATION
Net earnings (loss) from continuing operations	$	(781,605	)	$	68,581		$	(1,424,225	)	$	69,680
Net earnings from discontinued operations	39,621			8,764			69,007			104,907
Net earnings (loss)	$	(741,984	)	$	77,345		$	(1,355,218	)	$	174,587
BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO FLUOR CORPORATION
Net earnings (loss) from continuing operations	$	(5.57	)	$	0.49		$	(10.17	)	$	0.49
Net earnings from discontinued operations	0.28			0.06			0.49			0.75
Net earnings (loss)	$	(5.29	)	$	0.55		$	(9.68	)	$	1.24
DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO FLUOR CORPORATION
Net earnings (loss) from continuing operations	$	(5.57	)	$	0.49		$	(10.17	)	$	0.49
Net earnings from discontinued operations	0.28			0.06			0.49			0.74
Net earnings (loss)	$	(5.29	)	$	0.55		$	(9.68	)	$	1.23
SHARES USED TO CALCULATE EARNINGS PER SHARE
BASIC	140,163			140,713			140,027			140,489
DILUTED	140,163			141,549			140,027			141,366
DIVIDENDS DECLARED PER SHARE	$	0.21		$	0.21		$	0.63		$	0.63

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED



	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2019			2018			2019			2018

NET EARNINGS (LOSS)	$	(729,539	)	$	96,025		$	(1,366,333	)	$	215,128

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation adjustment	(42,002		)	(11,733		)	(14,337		)	(44,356		)
Ownership share of equity method investees’ other comprehensive income (loss)	2,662			(6,495		)	(2,125		)	6,055
Defined benefit pension and postretirement plan adjustments	1,990			(39,803		)	6,093			(35,933		)
Unrealized loss on derivative contracts	(6,294		)	(1,952		)	(599		)	(7,694		)
Unrealized gain on available-for-sale securities	—			—			—			709
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX	(43,644		)	(59,983		)	(10,968		)	(81,219		)

COMPREHENSIVE INCOME (LOSS)	(773,183		)	36,042			(1,377,301		)	133,909

LESS: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS	10,696			18,280			(12,658		)	39,258

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO FLUOR CORPORATION	$	(783,879	)	$	17,762		$	(1,364,643	)	$	94,651

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

FLUOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

UNAUDITED



(in thousands, except share and per share amounts)	September 30, 2019			December 31, 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents ($477,434 and $391,635 related to variable interest entities (“VIEs”))	$	1,805,104		$	1,764,746
Marketable securities ($35,066 and $202,481 related to VIEs)	47,873			214,828
Accounts and notes receivable, net ($232,054 and $199,108 related to VIEs)	1,045,749			1,235,851
Contract assets ($291,493 and $295,812 related to VIEs)	996,716			1,130,918
Other current assets ($17,821 and $6,624 related to VIEs)	345,653			308,905
Current assets held for sale ($113,144 and $79,269 related to VIEs)	1,081,793			785,645
Total current assets	5,322,888			5,440,893

Property, plant and equipment (net of accumulated depreciation of $841,713 and $925,931) (net PP&E of $30,382 and $28,679 related to VIEs)	571,214			745,942
Goodwill	439,576			463,219
Investments	626,043			903,136
Deferred taxes	70,537			342,126
Deferred compensation trusts	359,304			328,814
Other assets ($39,167 and $26,447 related to VIEs)	494,145			312,908
Noncurrent assets held for sale ($12,931 related to VIEs in 2018)	—			376,599
TOTAL ASSETS	$	7,883,707		$	8,913,637
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade accounts payable ($437,383 and $419,590 related to VIEs)	$	1,295,954		$	1,398,666
Short-term borrowings	45,240			26,887
Contract liabilities ($267,997 and $249,831 related to VIEs)	1,095,890			800,539
Accrued salaries, wages and benefits ($24,991 and $25,341 related to VIEs)	579,592			577,917
Other accrued liabilities ($44,077 and $49,968 related to VIEs)	419,352			367,689
Current liabilities held for sale ($80,452 and $79,872 related to VIEs)	414,343			380,815
Total current liabilities	3,850,371			3,552,513

LONG-TERM DEBT DUE AFTER ONE YEAR	1,636,905			1,661,565
NONCURRENT LIABILITIES	712,501			564,011
NONCURRENT LIABILITIES HELD FOR SALE	—			17,498
CONTINGENCIES AND COMMITMENTS

EQUITY
Shareholders’ equity
Capital stock
Preferred — authorized 20,000,000 shares ($0.01 par value); none issued	—			—
Common — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 140,174,400 and 139,653,824 shares in 2019 and 2018, respectively	1,399			1,396
Additional paid-in capital	111,857			82,106
Accumulated other comprehensive loss	(551,903		)	(542,478		)
Retained earnings	1,998,142			3,422,157
Total shareholders’ equity	1,559,495			2,963,181
Noncontrolling interests	124,435			154,869
Total equity	1,683,930			3,118,050
TOTAL LIABILITIES AND EQUITY	$	7,883,707		$	8,913,637

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED



	Nine Months Ended September 30,
(in thousands)	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	$	(1,366,333	)	$	215,128
Adjustments to reconcile net earnings (loss) to cash provided (utilized) by operating activities:
Depreciation of fixed assets	129,014			150,592
Amortization of intangibles	13,032			14,327
(Earnings) loss from equity method investments, net of distributions	6,510			506
Gain on sale of joint venture interest	—			(124,942		)
Loss (gain) on sale of property, plant and equipment	5,690			(15,595		)
Impairment of long-lived assets	347,411			—
Amortization of stock-based awards	27,513			34,735
Deferred compensation trust	(36,989		)	(14,915		)
Deferred compensation obligation	34,827			19,320
Deferred taxes	270,996			30,969
Net retirement plan accrual (contributions)	(1,821		)	(16,552		)
Changes in operating assets and liabilities	627,009			(305,467		)
Other items	10,039			609
Cash provided (utilized) by operating activities	66,898			(11,285		)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities	(31,165		)	(317,747		)
Proceeds from the sales and maturities of marketable securities	197,923			347,131
Capital expenditures	(140,058		)	(148,671		)
Proceeds from disposal of property, plant and equipment	56,431			60,863
Investments in partnerships and joint ventures	(34,502		)	(33,799		)
Return of capital from partnerships and joint ventures	11,733			20,484
Proceeds from company owned life insurance	12,245			1,040
Other items	2,071			(1,041		)
Cash provided (utilized) by investing activities	74,678			(71,740		)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid	(88,708		)	(89,193		)
Proceeds from issuance of 4.250% Senior Notes	—			598,722
Repayment of 3.375% Senior Notes	—			(503,285		)
Proceeds from other borrowings	21,206			4,555
Net proceeds from issuance of commercial paper	—			24,449
Debt issuance costs	—			(4,974		)
Distributions paid to noncontrolling interests	(26,123		)	(34,688		)
Capital contributions by noncontrolling interests	10,581			4,293
Taxes paid on vested restricted stock	(3,572		)	(5,686		)
Stock options exercised	1,466			7,170
Other items	(1,990		)	(9,737		)
Cash utilized by financing activities	(87,140		)	(8,374		)
Effect of exchange rate changes on cash	(14,078		)	(32,880		)
Increase (decrease) in cash and cash equivalents	40,358			(124,279		)
Cash and cash equivalents at beginning of period	1,764,746			1,804,075
Cash and cash equivalents at end of period	$	1,805,104		$	1,679,796

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY



(in thousands, except per share amounts)	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
	Shares	Amount
BALANCE AS OF JUNE 30, 2019	140,174	$	1,399	$	113,042		$	(510,008	)	$	2,769,804		$	2,374,237		$	123,252		$	2,497,489
Net earnings (loss)	—	—		—			—			(741,984		)	(741,984		)	12,445			(729,539		)
Other comprehensive loss	—	—		—			(41,895		)	—			(41,895		)	(1,749		)	(43,644		)
Dividends ($0.21 per share)	—	—		—			—			(29,678		)	(29,678		)	—			(29,678		)
Distributions to noncontrolling interests	—	—		—			—			—			—			(10,551		)	(10,551		)
Capital contributions by noncontrolling interests	—	—		—			—			—			—			2,760			2,760
Other noncontrolling interest transactions	—	—		1,105			—			—			1,105			(1,722		)	(617		)
Stock-based plan activity	—	—		(2,290		)	—			—			(2,290		)	—			(2,290		)
BALANCE AS OF SEPTEMBER 30, 2019	140,174	$	1,399	$	111,857		$	(551,903	)	$	1,998,142		$	1,559,495		$	124,435		$	1,683,930

(in thousands, except per share amounts)	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
	Shares	Amount
BALANCE AS OF DECEMBER 31, 2018	139,654	$	1,396	$	82,106		$	(542,478	)	$	3,422,157		$	2,963,181		$	154,869		$	3,118,050
Net earnings (loss)	—	—		—			—			(1,355,218		)	(1,355,218		)	(11,115		)	(1,366,333		)
Cumulative adjustment for the adoption of ASC 842	—	—		—			—			20,544			20,544			—			20,544
Other comprehensive income	—	—		—			(9,425		)	—			(9,425		)	(1,543		)	(10,968		)
Dividends ($0.63 per share)	—	—		218			—			(89,341		)	(89,123		)	—			(89,123		)
Distributions to noncontrolling interests	—	—		—			—			—			—			(26,123		)	(26,123		)
Capital contributions by noncontrolling interests	—	—		—			—			—			—			10,581			10,581
Other noncontrolling interest transactions	—	—		4,188			—			—			4,188			(2,234		)	1,954
Stock-based plan activity	520	3		25,345			—			—			25,348			—			25,348
BALANCE AS OF SEPTEMBER 30, 2019	140,174	$	1,399	$	111,857		$	(551,903	)	$	1,998,142		$	1,559,495		$	124,435		$	1,683,930

Table of Contents

FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)



(in thousands, except per share amounts)	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
	Shares	Amount
BALANCE AS OF JUNE 30, 2018	140,700	$	1,406	$	111,368		$	(422,595	)	$	3,353,176		$	3,043,355		$	141,485		$	3,184,840
Net earnings	—	—		—			—			77,345			77,345			18,680			96,025
Other comprehensive loss	—	—		—			(59,583		)	—			(59,583		)	(400		)	(59,983		)
Dividends ($0.21 per share)	—	—		(128		)	—			(28,993		)	(29,121		)	—			(29,121		)
Distributions to noncontrolling interests	—	—		—			—			—			—			(2,436		)	(2,436		)
Capital contributions by noncontrolling interests	—	—		—			—			—			—			533			533
Other noncontrolling interest transactions	—	—		1,374			—			—			1,374			(957		)	417
Stock-based plan activity	49	1		9,653			—			—			9,654			—			9,654
BALANCE AS OF SEPTEMBER 30, 2018	140,749	$	1,407	$	122,267		$	(482,178	)	$	3,401,528		$	3,043,024		$	156,905		$	3,199,929

(in thousands, except per share amounts)	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
	Shares	Amount
BALANCE AS OF DECEMBER 31, 2017	139,918	$	1,399	$	88,222		$	(402,242	)	$	3,654,931		$	3,342,310		$	150,089		$	3,492,399
Net earnings	—	—		—			—			174,587			174,587			40,541			215,128
Cumulative adjustment for the adoption of ASC 606	—	—		—			—			(338,738		)	(338,738		)	(963		)	(339,701		)
Other comprehensive loss	—	—		—			(79,936		)	—			(79,936		)	(1,283		)	(81,219		)
Dividends ($0.63 per share)	—	—		(250		)	—			(89,252		)	(89,502		)	—			(89,502		)
Distributions to noncontrolling interests	—	—		—			—			—			—			(34,688		)	(34,688		)
Capital contributions by noncontrolling interests	—	—		—			—			—			—			4,293			4,293
Other noncontrolling interest transactions	—	—		3,936			—			—			3,936			(1,084		)	2,852
Stock-based plan activity	831	8		30,359			—			—			30,367			—			30,367
BALANCE AS OF SEPTEMBER 30, 2018	140,749	$	1,407	$	122,267		$	(482,178	)	$	3,401,528		$	3,043,024		$	156,905		$	3,199,929

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

(1) Principles of Consolidation

The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under accounting principles generally accepted in the United States and, therefore, should be read in conjunction with the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "2018 10-K"). Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the three and nine months ended September 30, 2019 may not necessarily be indicative of results that can be expected for the full year.

The Condensed Consolidated Financial Statements included herein are unaudited; however, they contain all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly its consolidated financial position as of September 30, 2019 and December 31, 2018 and its consolidated results of operations and cash flows for the interim periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in 2018 have been reclassified to conform to the 2019 presentation, which includes discontinued operations and assets and liabilities held for sale, as discussed below. Management has evaluated all material events occurring subsequent to the date of the financial statements up to the filing date of this Form 10-Q.

In the third quarter of 2019, management committed to a plan to sell substantially all of its government and AMECO equipment businesses, while retaining two fixed-price projects previously included in the government segment and a few small international components of AMECO. Management has concluded that these disposal groups have met the criteria to be classified as held for sale beginning in the third quarter of 2019, and as a result, the assets and liabilities of the government and AMECO businesses have been classified as held for sale on the Condensed Consolidated Balance Sheet as of September 30, 2019 and December 31, 2018. Management has also concluded that the operations of the disposal groups qualify for discontinued operations presentation because their disposal represents a strategic shift that will have a major effect on the company's financial results. Therefore, the results of the government and AMECO businesses have been presented as earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations for all periods presented. See Note 21 for further discussion of the company's discontinued operations.

Segment operating information for 2018 has been recast to reflect changes in the composition of the company’s reportable segments as discussed in Note 17.

In the first quarter of 2019, the company adopted Accounting Standards Update (“ASU”) 2016-02 (ASC Topic 842), “Leases” using the modified retrospective method in which the new guidance was applied to leases that existed or were entered into on or after January 1, 2019. Results for the reporting period beginning on January 1, 2019 have been presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with previous guidance. See Note 3 for further discussion of the adoption and the impact on the company’s financial statements.

(2) Recent Accounting Pronouncements

New accounting pronouncements implemented by the company during the first nine months of 2019 are discussed below or in the related notes, where appropriate.

In the first quarter of 2019, the company adopted ASU 2016-02 (ASC Topic 842), “Leases” and related ASUs. See Note 3 for further discussion of the adoption and the impact on the company’s financial statements.

In the first quarter of 2019, the company adopted ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” under which the company did not elect to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings as a result of the enactment of comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act. As a result, there was no impact on the company’s financial position, results of operations or cash flows.

New accounting pronouncements requiring implementation in future periods are discussed below.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

In November 2018, the FASB issued ASU 2018-18, “Clarifying the Interaction between Topic 808 and Topic 606.” This ASU clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. ASU 2018-18 is effective for interim and annual reporting periods beginning after December 15, 2019. Management does not expect the adoption of ASU 2018-18 to have a material impact on the company’s financial position, results of operations or cash flows.

In October 2018, the FASB issued ASU 2018-17, “Targeted Improvements to Related Party Guidance for Variable Interest Entities.” This ASU amends the guidance for determining whether a decision-making fee is a variable interest. ASU 2018-17 is effective for interim and annual reporting periods beginning after December 15, 2019. Management does not expect the adoption of ASU 2018-17 to have a material impact on the company’s financial position, results of operations or cash flows.

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This ASU requires customers in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. Management does not expect the adoption of ASU 2018-15 to have a material impact on the company’s financial position, results of operations or cash flows.

In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU amends ASC 715 to add, remove and clarify certain disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020, with early adoption permitted. Management does not expect the adoption of ASU 2018-14 to have any impact on the company’s financial position, results of operations or cash flows.

In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU amends ASC 820 to add, remove and modify certain disclosure requirements for fair value measurements. For example, public companies will now be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. Management does not expect the adoption of ASU 2018-13 to have any impact on the company’s financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," and issued subsequent amendments to the initial guidance within ASU 2019-04 and ASU 2019-05. The amendments in ASU 2016-13 replace the incurred loss impairment methodology in current practice with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to estimate credit losses. ASU 2016-13 and its amendments are effective for interim and annual reporting periods beginning after December 15, 2019. Management is continuing to assess the impact of adopting ASU 2016-13 on the company’s financial position, results of operations and cash flows.

The company adopted ASU 2014-09 (ASC Topic 606), “Revenue from Contracts with Customers” in the first quarter of 2018. See the 2018 10-K for a further discussion of the adoption and the impact on the company’s financial statements. In accordance with ASU 2017-13, certain of the company’s unconsolidated partnerships and joint ventures will not adopt ASC Topic 606 until the fourth quarter of 2019, at which time the company expects to record a cumulative effect adjustment which is not expected to be significant.

(3) Leases

On January 1, 2019, the company adopted ASC Topic 842, “Leases,” including the following ASUs: ASU 2016-02, ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are now required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

The company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASC 842, allows

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

entities to (1) not reassess whether any expired or existing contracts are or contain leases, (2) retain the classification of leases (e.g., operating or finance lease) existing as of the date of adoption and (3) not reassess initial direct costs for any existing leases. The company elected to utilize the practical expedient in ASC 842-10-65-1(gg) in which an entity need not assess whether existing land easements not previously accounted for as leases contain a lease under ASC 842. The company also elected to utilize the practical expedient in ASC 842-10-15-37 in which the company has chosen to account for each separate lease component of a contract and its associated nonlease components as a single lease component.

The company adopted ASC 842 using the modified retrospective method, and accordingly, the new guidance was applied retrospectively to leases that existed as of January 1, 2019 (the date of initial application). As a result, the company has recorded total right-of-use assets of $282 million, total current lease liabilities of $72 million, total noncurrent lease liabilities of $222 million and a cumulative effect adjustment to increase retained earnings by $21 million (net of deferred taxes of $6 million) as of January 1, 2019. The increase in retained earnings primarily resulted from the recognition of previously deferred gains associated with two sale and leaseback transactions, as allowed under ASC 842-10-65-1(ee). The adoption of ASC 842 did not have a material impact on the company’s results of operations or any impact on the company’s cash flows.

The company’s right-of use assets and lease liabilities primarily relate to office facilities, equipment used in connection with long-term construction contracts and other personal property. Certain of the company’s facility and equipment leases include one or more options to renew, with renewal terms that can extend the lease term up to 10 years. The exercise of lease renewal options is at the company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the company. Certain leases also include options to purchase the leased property. None of the company’s lease agreements contain material residual value guarantees or material restrictions or covenants.

Long-term leases (leases with terms greater than 12 months) are recorded on the consolidated balance sheet at the present value of the minimum lease payments not yet paid. The company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Certain lease contracts contain nonlease components such as maintenance, utilities, fuel and operator services. The company has made an accounting policy election, as allowed under ASC 842-10-15-37 and discussed above, to capitalize both the lease component and nonlease components of its contracts as a single lease component for all of its right-of-use assets. From time to time, certain service or purchase contracts may contain an embedded lease.

Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term. The majority of the company’s short-term leases relate to equipment used on construction projects. These leases are entered into at agreed upon hourly, daily, weekly or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than 12 months.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The components of lease expense for the three and nine months ended September 30, 2019 were as follows:



Lease Cost / (Sublease Income)	Three Months Ended September 30, 2019				Nine Months Ended September 30, 2019
(in thousands)
Operating lease cost		$	20,280			$	62,316
Finance lease cost
Amortization of right-of-use assets		350				1,127
Interest on lease liabilities		14				54
Variable lease cost⁽¹⁾		4,532				14,013
Short-term lease cost		28,580				85,780
Sublease income		(1,915		)		(5,258		)
Total lease cost		$	51,841			$	158,032


(1)	Primarily relates to rent escalation due to cost of living indexation and payments for property taxes, insurance or common area maintenance based on actual assessments.

Information related to the company’s right-of use assets and lease liabilities as of September 30, 2019 was as follows:



Lease Assets / Liabilities	Balance Sheet Classification	September 30, 2019
(in thousands)
Right-of-use assets
Operating lease assets	Other assets		$	253,336
Finance lease assets	Other assets		1,062
Total right-of-use assets			$	254,398
Lease liabilities
Operating lease liabilities, current	Other accrued liabilities		$	61,006
Operating lease liabilities, noncurrent	Noncurrent liabilities		217,060
Finance lease liabilities, current	Other accrued liabilities		471
Finance lease liabilities, noncurrent	Noncurrent liabilities		700
Total lease liabilities			$	279,237

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Supplemental information related to the company’s leases for the nine months ended September 30, 2019 was as follows:



	Nine Months Ended September 30, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	62,779
Operating cash flows from finance leases		54
Financing cash flows from finance leases		1,237
Right-of-use assets obtained in exchange for new operating lease liabilities		55,946
Right-of-use assets obtained in exchange for new finance lease liabilities		—
Weighted-average remaining lease term - operating leases		6.95 years
Weighted-average remaining lease term - finance leases		2.27 years
Weighted-average discount rate - operating leases		3.39		%
Weighted-average discount rate - finance leases		3.36		%

Total remaining lease payments under both the company’s operating and finance leases are as follows:



Year Ended December 31,	Operating Leases			Finance Leases
(in thousands)
Remainder of 2019	$	22,598		$	62
2020	69,026			812
2021	50,060			186
2022	39,683			84
2023	31,893			77
Thereafter	97,401			—
Total lease payments	$	310,661		$	1,221
Less: Interest	(32,595		)	(50		)
Present value of lease liabilities	$	278,066		$	1,171

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

(4) Other Comprehensive Income (Loss)

The tax effects of the components of other comprehensive income (loss) (“OCI”) for the three months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30, 2019									Three Months Ended September 30, 2018
(in thousands)	Before-Tax Amount			Tax Benefit (Expense)			Net-of-Tax Amount			Before-Tax Amount			Tax Benefit (Expense)			Net-of-Tax Amount
Other comprehensive income (loss):
Foreign currency translation adjustment	$	(47,247	)	$	5,245		$	(42,002	)	$	(10,357	)	$	(1,376	)	$	(11,733	)
Ownership share of equity method investees’ other comprehensive income (loss)	3,593			(931		)	2,662			(8,051		)	1,556			(6,495		)
Defined benefit pension and postretirement plan adjustments	2,126			(136		)	1,990			(48,463		)	8,660			(39,803		)
Unrealized loss on derivative contracts	(8,031		)	1,737			(6,294		)	(2,189		)	237			(1,952		)
Total other comprehensive income (loss)	(49,559		)	5,915			(43,644		)	(69,060		)	9,077			(59,983		)
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(1,749		)	—			(1,749		)	(400		)	—			(400		)
Other comprehensive income (loss) attributable to Fluor Corporation	$	(47,810	)	$	5,915		$	(41,895	)	$	(68,660	)	$	9,077		$	(59,583	)

The tax effects of the components of OCI for the nine months ended September 30, 2019 and 2018 are as follows:



	Nine Months Ended September 30, 2019									Nine Months Ended September 30, 2018
(in thousands)	Before-Tax Amount			Tax Benefit (Expense)			Net-of-Tax Amount			Before-Tax Amount			Tax Benefit (Expense)			Net-of-Tax Amount
Other comprehensive income (loss):
Foreign currency translation adjustment	$	(19,621	)	$	5,284		$	(14,337	)	$	(59,024	)	$	14,668		$	(44,356	)
Ownership share of equity method investees’ other comprehensive income (loss)	(3,302		)	1,177			(2,125		)	7,560			(1,505		)	6,055
Defined benefit pension and postretirement plan adjustments	6,518			(425		)	6,093			(43,580		)	7,647			(35,933		)
Unrealized loss on derivative contracts	(1		)	(598		)	(599		)	(9,274		)	1,580			(7,694		)
Unrealized gain on available-for-sale securities	—			—			—			1,134			(425		)	709
Total other comprehensive income (loss)	(16,406		)	5,438			(10,968		)	(103,184		)	21,965			(81,219		)
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(1,543		)	—			(1,543		)	(1,283		)	—			(1,283		)
Other comprehensive income (loss) attributable to Fluor Corporation	$	(14,863	)	$	5,438		$	(9,425	)	$	(101,901	)	$	21,965		$	(79,936	)

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The changes in accumulated other comprehensive income (“AOCI”) balances by component (after-tax) for the three months ended September 30, 2019 are as follows:



(in thousands)	Foreign Currency Translation			Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss)			Defined Benefit Pension and Postretirement Plans			Unrealized Gain (Loss) on Derivative Contracts			Accumulated Other Comprehensive Income (Loss), Net
Attributable to Fluor Corporation:
Balance as of June 30, 2019	$	(281,288	)	$	(28,459	)	$	(200,546	)	$	285		$	(510,008	)
Other comprehensive income (loss) before reclassifications	(40,253		)	2,518			—			(6,844		)	(44,579		)
Amounts reclassified from AOCI	—			144			1,990			550			2,684
Net other comprehensive income (loss)	(40,253		)	2,662			1,990			(6,294		)	(41,895		)
Balance as of September 30, 2019	$	(321,541	)	$	(25,797	)	$	(198,556	)	$	(6,009	)	$	(551,903	)

Attributable to Noncontrolling Interests:
Balance as of June 30, 2019	$	(3,495	)	$	—		$	—		$	—		$	(3,495	)
Other comprehensive income (loss) before reclassifications	(1,749		)	—			—			—			(1,749		)
Amounts reclassified from AOCI	—			—			—			—			—
Net other comprehensive income (loss)	(1,749		)	—			—			—			(1,749		)
Balance as of September 30, 2019	$	(5,244	)	$	—		$	—		$	—		$	(5,244	)

The changes in AOCI balances by component (after-tax) for the nine months ended September 30, 2019 are as follows:



(in thousands)	Foreign Currency Translation			Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss)			Defined Benefit Pension and Postretirement Plans			Unrealized Gain (Loss) on Derivative Contracts			Accumulated Other Comprehensive Income (Loss), Net
Attributable to Fluor Corporation:
Balance as of December 31, 2018	$	(308,747	)	$	(23,672	)	$	(204,649	)	$	(5,410	)	$	(542,478	)
Other comprehensive income (loss) before reclassifications	(12,794		)	(2,552		)	—			(2,519		)	(17,865		)
Amounts reclassified from AOCI	—			427			6,093			1,920			8,440
Net other comprehensive income (loss)	(12,794		)	(2,125		)	6,093			(599		)	(9,425		)
Balance as of September 30, 2019	$	(321,541	)	$	(25,797	)	$	(198,556	)	$	(6,009	)	$	(551,903	)

Attributable to Noncontrolling Interests:
Balance as of December 31, 2018	$	(3,701	)	$	—		$	—		$	—		$	(3,701	)
Other comprehensive income (loss) before reclassifications	(1,543		)	—			—			—			(1,543		)
Amounts reclassified from AOCI	—			—			—			—			—
Net other comprehensive income (loss)	(1,543		)	—			—			—			(1,543		)
Balance as of September 30, 2019	$	(5,244	)	$	—		$	—		$	—		$	(5,244	)

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The changes in AOCI balances by component (after-tax) for the three months ended September 30, 2018 are as follows:



(in thousands)	Foreign Currency Translation			Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss)			Defined Benefit Pension and Postretirement Plans			Unrealized Gain (Loss) on Derivative Contracts			Unrealized Gain (Loss) on Available-for- Sale Securities		Accumulated Other Comprehensive Income (Loss), Net
Attributable to Fluor Corporation:
Balance as of June 30, 2018	$	(242,917	)	$	(20,064	)	$	(148,188	)	$	(11,426	)	$	—	$	(422,595	)
Other comprehensive income (loss) before reclassifications	(11,333		)	(6,646		)	(56,191		)	(3,736		)	—		(77,906		)
Amounts reclassified from AOCI	—			151			16,388			1,784			—		18,323
Net other comprehensive income (loss)	(11,333		)	(6,495		)	(39,803		)	(1,952		)	—		(59,583		)
Balance as of September 30, 2018	$	(254,250	)	$	(26,559	)	$	(187,991	)	$	(13,378	)	$	—	$	(482,178	)

Attributable to Noncontrolling Interests:
Balance as of June 30, 2018	$	(2,345	)	$	—		$	—		$	—		$	—	$	(2,345	)
Other comprehensive income (loss) before reclassifications	(400		)	—			—			—			—		(400		)
Amounts reclassified from AOCI	—			—			—			—			—		—
Net other comprehensive income (loss)	(400		)	—			—			—			—		(400		)
Balance as of September 30, 2018	$	(2,745	)	$	—		$	—		$	—		$	—	$	(2,745	)

The changes in AOCI balances by component (after-tax) for the nine months ended September 30, 2018 are as follows:



(in thousands)	Foreign Currency Translation			Ownership Share of Equity Method Investees’ Other Comprehensive Income (Loss)			Defined Benefit Pension and Postretirement Plans			Unrealized Gain (Loss) on Derivative Contracts			Unrealized Gain (Loss) on Available-for- Sale Securities			Accumulated Other Comprehensive Income (Loss), Net
Attributable to Fluor Corporation:
Balance as of December 31, 2017	$	(211,177	)	$	(32,614	)	$	(152,058	)	$	(5,684	)	$	(709	)	$	(402,242	)
Other comprehensive income (loss) before reclassifications	(43,073		)	5,247			(56,191		)	(10,785		)	—			(104,802		)
Amounts reclassified from AOCI	—			808			20,258			3,091			709			24,866
Net other comprehensive income (loss)	(43,073		)	6,055			(35,933		)	(7,694		)	709			(79,936		)
Balance as of September 30, 2018	$	(254,250	)	$	(26,559	)	$	(187,991	)	$	(13,378	)	$	—		$	(482,178	)

Attributable to Noncontrolling Interests:
Balance as of December 31, 2017	$	(1,462	)	$	—		$	—		$	—		$	—		$	(1,462	)
Other comprehensive income (loss) before reclassifications	(1,283		)	—			—			—			—			(1,283		)
Amounts reclassified from AOCI	—			—			—			—			—			—
Net other comprehensive income (loss)	(1,283		)	—			—			—			—			(1,283		)
Balance as of September 30, 2018	$	(2,745	)	$	—		$	—		$	—		$	—		$	(2,745	)

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statement of Operations are as follows:



	Location in Condensed Consolidated	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	Statement of Operations	2019			2018			2019			2018
Component of AOCI:

Ownership share of equity method investees’ other comprehensive loss	Total cost of revenue	$	(192	)	$	(200	)	$	(569	)	$	(1,099	)
Income tax benefit	Income tax expense	48			49			142			291
Net of tax		$	(144	)	$	(151	)	$	(427	)	$	(808	)

Defined benefit pension plan adjustments	Corporate general and administrative expense	$	(2,126	)	$	(20,062	)	$	(6,518	)	$	(24,945	)
Income tax benefit	Income tax expense	136			3,674			425			4,687
Net of tax		$	(1,990	)	$	(16,388	)	$	(6,093	)	$	(20,258	)

Unrealized gain (loss) on derivative contracts:
Foreign currency contracts	Various accounts⁽¹⁾	$	(496	)	$	(2,257	)	$	(1,958	)	$	(3,375	)
Interest rate contracts	Interest expense	(419		)	(419		)	(1,258		)	(1,258		)
Income tax benefit	Income tax expense	365			892			1,296			1,542
Net of tax		$	(550	)	$	(1,784	)	$	(1,920	)	$	(3,091	)

Unrealized loss on available-for-sale securities	Corporate general and administrative expense	$	—		$	—		$	—		$	(1,134	)
Income tax benefit	Income tax expense	—			—			—			425
Net of tax		$	—		$	—		$	—		$	(709	)

_______________________________________________________________________________


(1)	Gains and losses on foreign currency derivative contracts were reclassified to "Total cost of revenue" and "Corporate general and administrative expense."

As a result of the Tax Cuts and Jobs Act, certain income tax effects related to items in AOCI have been stranded in AOCI, and the company did not elect to reclassify these stranded tax effects to retained earnings. The tax effects remaining in AOCI are released only when all related units of account are liquidated, sold or extinguished (i.e., the portfolio approach).

(5) Income Taxes

The effective tax rates on earnings (loss) from continuing operations for the three and nine months ended September 30, 2019 were (174.2) percent and (34.3) percent, respectively, compared to 25.8 percent and 27.9 percent for the corresponding periods of 2018. The effective rates for all periods were unfavorably impacted by foreign income tax rates that exceed the U.S. statutory rate of 21% and foreign losses for which no tax benefit could be recognized. With respect to the three months ended September 30, 2019, after considering certain positive and negative evidence, including the three-year cumulative loss as of the end of the reporting period, we also recognized a valuation allowance of approximately $546 million against deferred tax assets that we do not believe are more-likely-than-not to be realized. We will continue to monitor positive and negative evidence in subsequent reporting periods to assess the continuing need for a valuation allowance in the jurisdictions within which we operate. All periods benefitted from

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

earnings attributable to noncontrolling interests from continuing operations for which income taxes are not typically the responsibility of the company.

The company conducts business globally and, as a result, the company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, the Netherlands, South Africa, the United Kingdom and the United States. Although the company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be materially different, both favorably and unfavorably. With a few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2013.

(6) Cash Paid for Interest and Taxes

Cash paid for interest was $59 million and $52 million for the nine months ended September 30, 2019 and 2018, respectively. Income tax payments, net of refunds, were $180 million and $66 million during the nine-month periods ended September 30, 2019 and 2018, respectively.

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UNAUDITED

(7) Earnings Per Share

Diluted earnings per share (“EPS”) reflects the assumed exercise or conversion of all dilutive securities using the treasury stock method. The calculations of the basic and diluted EPS for the three and nine months ended September 30, 2019 and 2018 are presented below:



	Three Months Ended September 30,					Nine Months Ended September 30,
(in thousands, except per share amounts)	2019			2018		2019			2018
Amounts attributable to Fluor Corporation:
Net earnings (loss) from continuing operations	$	(781,605	)	$	68,581	$	(1,424,225	)	$	69,680
Net earnings from discontinued operations	39,621			8,764		69,007			104,907
Net earnings (loss)	$	(741,984	)	$	77,345	$	(1,355,218	)	$	174,587

Basic EPS attributable to Fluor Corporation:
Weighted average common shares outstanding	140,163			140,713		140,027			140,489

Net earnings (loss) from continuing operations	$	(5.57	)	$	0.49	$	(10.17	)	$	0.49
Net earnings from discontinued operations	0.28			0.06		0.49			0.75
Net earnings (loss)	$	(5.29	)	$	0.55	$	(9.68	)	$	1.24

Diluted EPS attributable to Fluor Corporation:
Weighted average common shares outstanding	140,163			140,713		140,027			140,489
Diluted effect:
Employee stock options, restricted stock units and shares and Value Driver Incentive units⁽¹⁾	—			836		—			877
Weighted average diluted shares outstanding	140,163			141,549		140,027			141,366

Net earnings (loss) from continuing operations	$	(5.57	)	$	0.49	$	(10.17	)	$	0.49
Net earnings from discontinued operations	0.28			0.06		0.49			0.74
Net earnings (loss)	$	(5.29	)	$	0.55	$	(9.68	)	$	1.23

Anti-dilutive securities not included above	5,490			3,988		4,910			4,063

_________________________________________________________


(1)	Employee stock options, restricted stock units and shares, and Value Driver Incentive units of 489,000 and 585,000 were excluded from weighted average diluted shares outstanding for the three and nine months ended September 30, 2019, respectively, as the shares would have an anti-dilutive effect on the net loss.

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UNAUDITED

(8) Fair Value Measurements

The fair value hierarchy established by ASC 820, “Fair Value Measurement,” prioritizes the use of inputs used in valuation techniques into the following three levels:


•	Level 1 — quoted prices in active markets for identical assets and liabilities


•	Level 2 — inputs other than quoted prices in active markets for identical assets and liabilities that are observable, either directly or indirectly


•	Level 3 — unobservable inputs

The company measures and reports assets and liabilities at fair value utilizing pricing information received from third parties. The company performs procedures to verify the reasonableness of pricing information received for significant assets and liabilities classified as Level 2.

The following table presents, for each of the fair value hierarchy levels required under ASC 820-10, the company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018:



	September 30, 2019								December 31, 2018
	Fair Value Hierarchy								Fair Value Hierarchy
(in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trusts⁽¹⁾	$	24,288	$	24,288	$	—	$	—	$	26,690	$	26,690	$	—	$	—
Derivative assets⁽²⁾
Foreign currency contracts	9,942		—		9,942		—		17,346		—		17,346		—
Commodity contracts	2,421		—		2,421		—		—		—		—		—

Liabilities:
Derivative liabilities⁽²⁾
Foreign currency contracts	$	15,386	$	—	$	15,386	$	—	$	18,342	$	—	$	18,342	$	—
Commodity contracts	1,674		—		1,674		—		—		—		—		—

_________________________________________________________


(1)	Consists of registered money market funds and an equity index fund valued at fair value. These investments, which are trading securities, represent the net asset value of the shares of such funds as of the close of business at the end of the period based on the last trade or official close of an active market or exchange.


(2)	See Note 9 for the classification of foreign currency and commodity contracts on the Condensed Consolidated Balance Sheet. Foreign currency and commodity contracts are estimated using standard pricing models with market-based inputs, which take into account the present value of estimated future cash flows.

During the nine months ended September 30, 2018, proceeds from sales and maturities of available-for-sale securities were $175 million. There were no sales or maturities of available-for-sale securities during the three and nine months ended September 30, 2019 and three months ended September 30, 2018.

The company has measured assets and liabilities held for sale and certain other impaired assets at fair value on a nonrecurring basis. See Note 20 for further discussion.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The carrying values and estimated fair values of the company’s financial instruments that are not required to be measured at fair value in the Condensed Consolidated Balance Sheet are as follows:



		September 30, 2019				December 31, 2018
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash⁽¹⁾	Level 1	$	1,017,737	$	1,017,737	$	1,091,868	$	1,091,868
Cash equivalents⁽²⁾	Level 2	787,367		787,367		672,878		672,878
Marketable securities, current⁽³⁾	Level 2	47,873		47,873		214,828		214,828
Notes receivable, including noncurrent portion⁽⁴⁾	Level 3	38,906		38,906		32,645		32,645
Liabilities:
1.750% Senior Notes⁽⁵⁾	Level 2	$	545,062	$	557,378	$	569,372	$	589,864
3.5% Senior Notes⁽⁵⁾	Level 2	495,000		499,815		494,280		484,790
4.250% Senior Notes⁽⁵⁾	Level 2	594,345		604,038		593,871		583,200
Other borrowings, including noncurrent portion⁽⁶⁾	Level 2	47,737		47,737		30,929		30,929

_________________________________________________________


(1)	Cash consists of bank deposits. Carrying amounts approximate fair value.


(2)	Cash equivalents consist of held-to-maturity time deposits with maturities of three months or less at the date of purchase. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments.


(3)	Marketable securities, current consist of held-to-maturity time deposits with original maturities greater than three months that will mature within one year. The carrying amounts of these time deposits approximate fair value because of the short-term maturity of these instruments. Amortized cost is not materially different from the fair value.


(4)	Notes receivable are carried at net realizable value which approximates fair value. Factors considered by the company in determining the fair value include the credit worthiness of the borrower, current interest rates, the term of the note and any collateral pledged as security. Notes receivable are periodically assessed for impairment.


(5)	The fair value of the 1.750% Senior Notes, 3.5% Senior Notes and 4.250% Senior Notes was estimated based on quoted market prices for similar issues.


(6)	Other borrowings primarily represent bank loans and other financing arrangements which mature within one year. The carrying amount of borrowings under these arrangements approximates fair value because of the short-term maturity.

(9) Derivatives and Hedging

The company limits exposure to foreign currency fluctuations in most of its engineering and construction contracts through provisions that require client payments in currencies corresponding to the currencies in which cost is incurred. Certain financial exposure, which includes currency and commodity price risk associated with engineering and construction contracts, currency risk associated with monetary assets and liabilities denominated in nonfunctional currencies and risk associated with interest rate volatility, may subject the company to earnings volatility. In cases where financial exposure is identified, the company generally implements a hedging strategy utilizing derivative instruments or hedging instruments to mitigate the risk. The company's hedging instruments are designated as either fair value or cash flow hedges in accordance with ASC 815, "Derivatives and Hedging." The company formally documents its hedge relationships at inception, including identification of the hedging instruments and the hedged items, its risk management objectives and strategies for undertaking the hedge transaction, and the initial quantitative assessment of the hedging instrument's effectiveness in offsetting changes in the fair value of the hedged items. The company subsequently assesses hedge effectiveness qualitatively, unless the facts and circumstances of the hedge relationship change to an extent that the company can no longer assert qualitatively that the hedge is highly effective. The fair values of all hedging instruments are recognized as assets or liabilities at the balance sheet date. For fair value hedges, the change in the fair value of the hedging instrument is offset against the change in the fair value of the underlying asset or liability through earnings. For cash flow hedges,

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UNAUDITED

the hedging instrument's gain or loss due to changes in fair value is recorded as a component of AOCI and is reclassified into earnings when the hedged item settles. For derivatives that are not designated or do not qualify as hedging instruments, the change in the fair value of the derivative is offset against the change in the fair value of the underlying asset or liability through earnings. The company does not enter into derivative instruments for speculative purposes. Under ASC 815, in certain limited circumstances, foreign currency payment provisions could be deemed embedded derivatives. If an embedded foreign currency derivative is identified, the derivative is bifurcated from the host contract and the change in fair value is recognized through earnings. The company maintains master netting arrangements with certain counterparties to facilitate the settlement of derivative instruments; however, the company reports the fair value of derivative instruments on a gross basis.

As of September 30, 2019, the company had total gross notional amounts of $713 million of foreign currency contracts outstanding (primarily related to the British Pound, Kuwaiti Dinar, Indian Rupee, Philippine Peso, South Korean Won, Canadian Dollar and Chinese Yuan) and $11 million of commodity contracts outstanding that were designated as hedging instruments. The foreign currency contracts are of varying duration, none of which extend beyond March 2022. The commodity contracts are of varying duration, none of which extend beyond January 2020.

The fair values of derivatives designated as hedging instruments under ASC 815 as of September 30, 2019 and December 31, 2018 were as follows:



	Asset Derivatives					Liability Derivatives
(in thousands)	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	September 30, 2019		December 31, 2018
Foreign currency contracts	Other current assets	$	7,238	$	12,861	Other accrued liabilities	$	7,964	$	16,582
Commodity contracts	Other current assets	2,421		—		Other accrued liabilities	—		—
Foreign currency contracts	Other assets	1,719		2,669		Noncurrent liabilities	7,423		1,698
Total		$	11,378	$	15,530		$	15,387	$	18,280

The after-tax amount of gain (loss) recognized in OCI associated with derivative instruments designated as cash flow hedges was as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
Cash Flow Hedges (in thousands)	2019		2018		2019		2018
Foreign currency contracts	(8,611	)	(3,736	)	(4,285	)	(10,785	)
Commodity contracts	1,767		—		1,766		—
	(6,844	)	(3,736	)	(2,519	)	(10,785	)

The after-tax amount of losses reclassified from AOCI into earnings associated with derivative instruments designated as cash flow hedges was as follows:



		Three Months Ended September 30,						Nine Months Ended September 30,
Cash Flow Hedges (in thousands)	Location of Gain (Loss)	2019			2018			2019			2018
Foreign currency contracts	Total cost of revenue	$	(288	)	$	(1,522	)	$	(1,134	)	$	(2,305	)
Interest rate contracts	Interest expense	(262		)	(262		)	(786		)	(786		)
Total		$	(550	)	$	(1,784	)	$	(1,920	)	$	(3,091	)

As of September 30, 2019, the company also had total gross notional amounts of $14 million of foreign currency contracts and $19 million of commodity contracts outstanding that were not designated as hedging instruments. The foreign currency contracts primarily related to engineering and construction contract obligations denominated in nonfunctional currencies. As of September 30, 2019, the company had total gross notional amounts of $24 million associated with contractual foreign currency payment provisions that were deemed embedded derivatives. Net losses associated with the company’s derivatives and embedded derivatives included in “Total cost of revenue” were $1 million and $2 million for the three and nine months ended September 30, 2019, respectively. Net losses of $1 million and $2 million associated with the company’s derivatives and embedded derivatives were included in

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UNAUDITED

“Total cost of revenue” and “Corporate general and administrative expense” for the three and nine months ended September 30, 2018, respectively.

(10) Retirement Benefits

Net periodic pension expense for the company’s defined benefit pension plans includes the following components:



	Location in Condensed Consolidated Statement of Operations	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	Location in Condensed Consolidated Statement of Operations	2019			2018			2019			2018
Service cost	Total cost of revenue	$	3,917		$	4,436		$	11,846		$	13,644
Interest cost	Corporate general and administrative expense	4,832			5,537			14,731			17,118
Expected return on assets	Corporate general and administrative expense	(8,068		)	(9,685		)	(24,540		)	(29,919		)
Amortization of prior service credit	Corporate general and administrative expense	(220		)	(230		)	(667		)	(709		)
Recognized net actuarial loss	Corporate general and administrative expense	2,529			1,803			7,736			5,573
Loss on settlement	Corporate general and administrative expense	—			18,641			—			20,534
Net periodic pension expense		$	2,990		$	20,502		$	9,106		$	26,241

The company currently expects to contribute up to $15 million into its defined benefit pension plans during 2019, which is expected to be in excess of the minimum funding required. During the nine months ended September 30, 2019, contributions of approximately $11 million were made by the company.

During the nine months ended September 30, 2018, lump-sum distributions to participants of the defined benefit pension plan in the United Kingdom exceeded the sum of the service and interest cost components of net periodic pension cost. As a result, the company recorded a loss on partial pension settlement of $19 million and $21 million during the three and nine months ended September 30, 2018, respectively, which was included in Corporate general and administrative expense in the Condensed Consolidated Statement of Operations. The lump-sum distributions were funded by assets of the U.K. plan.

In the third quarter of 2018, the company executed a buy-in policy contract with an insurance company to fully insure the benefits of the defined benefit pension plan in the U.K. The initial value of the insurance asset was equal to the premium paid to secure the policy (i.e., the fair value of the plan assets plus additional funding to execute the buy-in contract). The company does not anticipate any further material contributions to the U.K. plan. The fair value of the insurance policy, which is a Level 3 asset, is adjusted annually to mirror the change in the benefit obligation.

(11) Financing Arrangements

As of September 30, 2019, the company had both committed and uncommitted lines of credit available to be used for revolving loans and letters of credit. As of September 30, 2019, letters of credit and borrowings totaling $1.5 billion were outstanding under these committed and uncommitted lines of credit. The committed lines of credit include a $1.7 billion Revolving Loan and Letter of Credit Facility and a $1.8 billion Revolving Loan and Letter of Credit Facility. Both facilities mature in February 2022. The company may utilize up to $1.75 billion in the aggregate of the combined $3.5 billion committed lines of credit for revolving loans, which may be used for acquisitions and/or general purposes. Each of the credit facilities may be increased up to an additional $500 million subject to certain conditions, and contains customary financial and restrictive covenants, including a debt-to-capitalization ratio that cannot exceed 0.6 to 1.0 and a cap on the aggregate amount of debt of the greater of $750 million or €750 million for the company’s subsidiaries. Borrowings under both facilities, which may be denominated in USD, EUR, GBP or CAD, bear interest at rates based on the Eurodollar Rate or an alternative base rate, plus an applicable borrowing margin.

Letters of credit are provided in the ordinary course of business primarily to indemnify the company’s clients if the company fails to perform its obligations under its contracts. Surety bonds may be used as an alternative to letters of credit.

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UNAUDITED

redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. On or after June 15, 2028, the company may redeem the 2018 Notes at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

In March 2016, the company issued €500 million of 1.750% Senior Notes (the “2016 Notes”) due March 21, 2023 and received proceeds of €497 million (or approximately $551 million), net of underwriting discounts. Interest on the 2016 Notes is payable annually on March 21 of each year, beginning on March 21, 2017. Prior to December 21, 2022, the company may redeem the 2016 Notes at a redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. On or after December 21, 2022, the company may redeem the 2016 Notes at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. Additionally, the company may redeem the 2016 Notes at any time upon the occurrence of certain changes in U.S. tax laws, as described in the indenture, at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

In November 2014, the company issued $500 million of 3.5% Senior Notes (the “2014 Notes”) due December 15, 2024 and received proceeds of $491 million, net of underwriting discounts. Interest on the 2014 Notes is payable semi-annually on June 15 and December 15 of each year, and began on June 15, 2015. Prior to September 15, 2024, the company may redeem the 2014 Notes at a redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. On or after September 15, 2024, the company may redeem the 2014 Notes at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

For the 2018 Notes, the 2016 Notes and the 2014 Notes, if a change of control triggering event occurs, as defined by the terms of the respective indentures, the company will be required to offer to purchase the applicable notes at a purchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest, if any, to the date of redemption. The company is generally not limited under the indentures governing the 2018 Notes, the 2016 Notes and the 2014 Notes in its ability to incur additional indebtedness provided the company is in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions. The company may, from time to time, repurchase the 2018 Notes, the 2016 Notes and the 2014 Notes in the open market, in privately-negotiated transactions or otherwise in such volumes, at such prices and upon such other terms as we deem appropriate.

Other borrowings of $48 million as of September 30, 2019 and $31 million as of December 31, 2018 primarily represent bank loans and other financing arrangements associated with Stork.

As of September 30, 2019, the company was in compliance with all of the financial covenants related to its debt agreements.

(12) Stock-Based Plans

The company’s executive and director stock-based compensation plans are described, and informational disclosures are provided, in the Notes to Consolidated Financial Statements included in the 2018 10-K. In the first nine months of 2019 and 2018, restricted stock units totaling 1,065,139 and 603,111, respectively, were granted to executives and directors, at weighted-average grant date fair values of $36.45 per share and $57.88 per share, respectively. Restricted stock units granted to executives in 2019 and 2018 generally vest ratably over three years. Restricted stock units granted to directors in 2019 and 2018 vested immediately and are subject to a post-vest holding period of three years. The fair value of restricted stock units represents the closing price of the company’s common stock on the date of grant discounted for the post-vest holding period, when applicable.

During the first nine months of 2019 and 2018, stock options for the purchase of 392,841 shares at a weighted-average exercise price of $29.03 per share and 33,615 shares at a weighted-average exercise price of $58.15 per share, respectively, were awarded to executives. The exercise price of options represents the closing price of the company’s common stock on the date of grant. The options granted in 2019 and 2018 generally vest ratably over three years and expire ten years after the grant date.

In the first nine months of 2019 and 2018, performance-based Value Driver Incentive (“VDI”) units totaling 350,532 and 206,598, respectively, were awarded to executives. These awards vest after a period of approximately three years and contain annual performance conditions for each of the three years of the vesting period. The performance targets for each year are generally established in the first quarter of that year. Under ASC 718, performance-based awards are not deemed granted for accounting purposes until the performance targets have been established. Accordingly, only one-third of the units awarded in any given year are deemed to be granted each year of the three year vesting period. During the first nine months of 2019, units totaling 116,844,

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UNAUDITED

68,866 and 83,068 under the 2019, 2018 and 2017 VDI plans, respectively, were granted at weighted-average grant date fair values of $39.72 per share, $42.24 per share and $35.18 per share, respectively. For awards granted under the 2019, 2018 and 2017 VDI plans, the number of units are adjusted at the end of each performance period based on achievement of certain performance targets and market conditions, as defined in the VDI award agreements. VDI units granted under the 2017 VDI plan are subject to a post-vest holding period of three years. The grant date fair value is determined by adjusting the closing price of the company’s common stock on the date of grant for the effect of the market condition and for the post-vest holding period discount, when applicable. Units granted under the 2019, 2018 and 2017 VDI plans can only be settled in company stock and are accounted for as equity awards in accordance with ASC 718.

(13) Noncontrolling Interests

The company applies the provisions of ASC 810-10-45, which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net earnings attributable to the parent and to the noncontrolling interests, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.

As required by ASC 810-10-45, the company has separately disclosed on the face of the Condensed Consolidated Statement of Operations for all periods presented the amount of net earnings (loss) attributable to the company and the amount of net earnings (loss) attributable to noncontrolling interests. Net earnings attributable to noncontrolling interests from continuing operations for the three months ended September 30, 2019 were $10 million and net losses attributable to noncontrolling interests from continuing operations for the nine months ended September 30, 2019 were $19 million compared to net earnings attributable to noncontrolling interests from continuing operations of $14 million and $32 million for the three and nine months ended September 30, 2018. Net earnings attributable to noncontrolling interests from discontinued operations for the three and nine months ended September 30, 2019 were $2 million and $8 million, respectively, compared to $5 million and $9 million for the same periods in 2018. Income taxes associated with earnings (losses) attributable to noncontrolling interests were immaterial in all periods. Distributions paid to noncontrolling interests were $26 million and $35 million for the nine months ended September 30, 2019 and 2018, respectively. Capital contributions by noncontrolling interests were $11 million and $4 million for the nine months ended September 30, 2019 and 2018, respectively.

(14) Contingencies and Commitments

The company and certain of its subsidiaries are subject to litigation, claims and other commitments and contingencies arising in the ordinary course of business. Although the asserted value of these matters may be significant, the company currently does not expect that the ultimate resolution of any open matters will have a material adverse effect on its consolidated financial position or results of operations.

In May 2018, purported shareholders filed complaints against Fluor Corporation and certain of its current and former executives in the United States District Court for the Northern District of Texas. The plaintiffs purport to represent a class of shareholders who purchased or otherwise acquired Fluor common stock from August 14, 2013 through May 3, 2018, and seek to recover damages arising from alleged violations of federal securities laws. In December 2018, the court appointed co-lead plaintiffs and co-lead counsel. The co-lead plaintiffs filed an amended, consolidated complaint in March 2019. The company filed a motion to dismiss the matter on July 15, 2019. A hearing on the motion to dismiss is anticipated to occur in early 2020. While no assurance can be given as to the ultimate outcome of this matter, the company does not believe it is probable that a loss will be incurred.

In September 2018, two separate purported shareholders' derivative actions were filed against the members of the Board of Directors of Fluor Corporation, a past Board member and the estate of a past Board member, as well as certain of Fluor’s executives in the Texas District Court for Dallas County, Texas. Fluor Corporation is named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Fluor Corporation and largely make the same allegations as contained in the securities class action matter discussed above and seek similar relief. In October 2018, the court consolidated the two actions and later issued an initial scheduling order. The parties are conferring on the schedule and have agreed on a stay of the case until the company's motion to dismiss is ruled upon in the securities class action matter. While no assurance can be given as to the ultimate outcome of this matter, the company does not believe it is probable that a loss will be incurred.

Fluor Australia Ltd., a wholly-owned subsidiary of the company (“Fluor Australia”), completed a cost reimbursable engineering, procurement and construction management services project for Santos Ltd. (“Santos”) involving a large network of natural gas

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gathering and processing facilities in Queensland, Australia. On December 13, 2016, Santos filed an action in Queensland Supreme Court against Fluor Australia, asserting various causes of action and seeking damages of approximately AUD $1.47 billion. Santos has joined Fluor Corporation to the matter on the basis of a parent company guarantee issued for the project. The company believes that the claims asserted by Santos are without merit and is vigorously defending these claims. While no assurance can be given as to the ultimate outcome of this matter, the company does not believe it is probable that a loss will be incurred. Accordingly, the company has not recorded a charge as a result of this action.

On August 1, 2019, the company entered into a settlement agreement in connection with legal matters related to a previously divested business and recognized a gain of $30 million during both the three and nine months ended September 30, 2019. The gain on settlement as well as all legal fees associated with this matter were reported in earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations.

In June 2019, the company settled a longstanding customer dispute and recognized gains of $18 million and $31 million during the three and nine months ended September 30, 2019, respectively, resulting from the favorable resolution of this matter.

Other Matters

The company has made claims arising from the performance under its contracts. The company recognizes revenue for certain claims (including change orders in dispute and unapproved change orders in regard to both scope and price) when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The company estimates the amount of revenue to be recognized on claims using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. Similarly, the company recognizes disputed back charges to suppliers or subcontractors as a reduction of cost when the same requirements have been satisfied. The company periodically evaluates its positions and the amounts recognized with respect to all its claims and back charges. As of September 30, 2019 and December 31, 2018, the company had recorded $205 million and $166 million, respectively, of claim revenue for costs incurred to date and such costs are included in contract assets. Additional costs, which will increase the claim revenue balance over time, are expected to be incurred in future periods. The company had also recorded disputed back charges totaling $2 million and $18 million as of September 30, 2019 and December 31, 2018, respectively. The company believes the ultimate recovery of amounts related to these claims and back charges is probable in accordance with ASC 606.

From time to time, the company enters into significant contracts with the U.S. government and its agencies. Government contracts are subject to audits and investigations by government representatives with respect to the company’s compliance with various restrictions and regulations applicable to government contractors, including but not limited to the allowability of costs incurred under reimbursable contracts. In connection with performing government contracts, the company maintains reserves for estimated exposures associated with these matters.

The company’s operations are subject to and affected by federal, state and local laws and regulations regarding the protection of the environment. The company maintains reserves for potential future environmental cost where such obligations are either known or considered probable, and can be reasonably estimated. The company believes, based upon present information available to it, that its reserves with respect to future environmental cost are adequate and such future cost will not have a material effect on the company’s consolidated financial position, results of operations or liquidity.

(15) Guarantees

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2019. Amounts that may be required to be paid in excess of estimated cost to complete contracts in progress are not estimable. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price 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 billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, the company may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors for claims. The company assessed its performance guarantee obligation as of September 30, 2019 and December 31, 2018 in accordance with ASC 460, “Guarantees,” and the carrying value of the liability was not material. 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 the company 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.

(16) Partnerships and Joint Ventures

In the normal course of business, the company forms partnerships or joint ventures primarily for the execution of single contracts or projects. The majority of these partnerships or joint ventures are characterized by a 50 percent or less, noncontrolling ownership or participation interest, with decision making and distribution of expected gains and losses typically being proportionate to the ownership or participation interest. Many of the partnership and joint venture agreements provide for capital calls to fund operations, as necessary. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts and notes receivable, net” on the Condensed Consolidated Balance Sheet were $123 million and $148 million as of September 30, 2019 and December 31, 2018, respectively. Notes receivable from unconsolidated partnerships and joint ventures included in “Accounts and notes receivable, net” and “Other assets” on the Condensed Consolidated Balance Sheet were $31 million as of September 30, 2019 and $27 million as of December 31, 2018.

For unconsolidated construction partnerships and joint ventures, the company generally recognizes its proportionate share of revenue, cost and profit in its Condensed Consolidated Statement of Operations and uses the one-line equity method of accounting on the Condensed Consolidated Balance Sheet, which is a common application of ASC 810-10-45-14 in the construction industry. The company also executes projects through collaborative arrangements for which the company recognizes its relative share of revenue and cost. The equity method of accounting is also used for other investments in entities where the company has significant influence. The company’s investments in unconsolidated partnerships and joint ventures accounted for under these methods amounted to $607 million and $886 million as of September 30, 2019 and December 31, 2018, respectively, and were classified under “Investments” and “Other accrued liabilities” on the Condensed Consolidated Balance Sheet.

One of the company's more significant joint ventures is COOEC Fluor Heavy Industries Co., Ltd. (“CFHI”), a joint venture in which the company has a 49% ownership interest and Offshore Oil Engineering Co., Ltd., a subsidiary of China National Offshore Oil Corporation, has a 51% ownership interest. Through CFHI, the two companies own, operate and manage the Zhuhai Fabrication Yard in China’s Guangdong province. The company has a future funding commitment of $26 million. The carrying value of the company's investment in CFHI was reduced from $376 million as of December 31, 2018 to $112 million as of September 30, 2019. See Note 20 for a discussion of the impairment loss recognized on this investment during the third quarter of 2019. The company intends to continue exploring strategic alternatives for its investment, which could include dilution of the company's ownership interest in the joint venture.

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Variable Interest Entities

In accordance with ASC 810, “Consolidation,” the company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a variable interest entity (“VIE”). The company considers a partnership or joint venture a VIE if it has any of the following characteristics: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the company reassesses its initial determination of whether the partnership or joint venture is a VIE. The majority of the company’s partnerships and joint ventures qualify as VIEs because the total equity investment is typically nominal and not sufficient to permit the entity to finance its activities without additional subordinated financial support.

The company also performs a qualitative assessment of each VIE to determine if the company is its primary beneficiary, as required by ASC 810. The company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. The company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed.

The net carrying value of the unconsolidated VIEs classified under “Investments” and “Other accrued liabilities” on the Condensed Consolidated Balance Sheet was a net asset of $212 million and $237 million as of September 30, 2019 and December 31, 2018, respectively. Some of the company’s VIEs have debt; however, such debt is typically non-recourse in nature. The company’s maximum exposure to loss as a result of its 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, 2019 for the unconsolidated VIEs were $77 million.

In some cases, the company is required to consolidate certain VIEs. As of September 30, 2019, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $1.1 billion and $785 million, respectively. As of December 31, 2018, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $1.2 billion and $745 million, respectively. The assets of a VIE are restricted for use only for the particular VIE and are not available for general operations of the company.

The company has agreements with certain VIEs to provide financial or performance assurances to clients. See Note 15 for a further discussion of such agreements.

(17) Operating Information by Segment and Geographic Area

During the third quarter of 2019, management committed to a plan to sell substantially all of its government and equipment ("AMECO") businesses, while retaining two fixed price government projects (for which the U.S. government is either the client or the ultimate client) and a few small international components of AMECO. The results of the government and AMECO businesses that are expected to be sold have been presented as earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations for all periods presented. See Note 21 for further discussion of the company's discontinued operations.

Also during the third quarter of 2019, management reviewed its business lines, markets and geographies and changed the composition of its reportable segments to align them with the manner in which the chief executive officer manages the business and allocates resources. The Mining, Industrial, Infrastructure & Power segment was separated into a Mining & Industrial segment and an Infrastructure & Power segment. The operations of NuScale, as well as two U.S. government projects that do not qualify for discontinued operations reporting, were combined into a newly created segment called Other. The company now reports its operating results in the following five reportable segments: Energy & Chemicals; Mining & Industrial; Infrastructure & Power; Diversified Services; and Other. Segment operating information and assets for 2018 have been recast to reflect these changes.

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Operating information by reportable segment is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
External Revenue (in millions)	2019		2018		2019			2018
Energy & Chemicals	$	1,611.6	$	1,902.3	$	4,485.2		$	5,859.8
Mining & Industrial	1,374.0		973.3		3,703.6			2,377.4
Infrastructure & Power	392.5		412.3		951.8			1,250.6
Diversified Services	521.7		526.3		1,525.0			1,706.9
Other	37.9		28.0		(43.4		)	73.6
Total external revenue	$	3,937.7	$	3,842.2	$	10,622.2		$	11,268.3

Intercompany revenue for the Diversified Services segment, excluded from the amounts shown above, was $81 million and $253 million for the three and nine months ended September 30, 2019, respectively, and $73 million and $257 million for the three and nine months ended September 30, 2018, respectively.

Segment profit is an earnings measure that the company utilizes to evaluate and manage its business performance. Segment profit is calculated as revenue less cost of revenue and earnings attributable to noncontrolling interests excluding: corporate general and administrative expense; impairment, restructuring and other exit costs; interest expense; interest income; domestic and foreign income taxes; and other non-operating income and expense items.



	Three Months Ended September 30,						Nine Months Ended September 30,
Segment Profit (Loss) (in millions)	2019			2018			2019			2018
Energy & Chemicals	$	84.9		$	50.2		$	(124.9	)	$	253.0
Mining & Industrial	56.9			20.9			129.1			56.9
Infrastructure & Power	1.0			102.3			(193.3		)	(13.2		)
Diversified Services	10.8			22.6			22.4			51.5
Other	(95.8		)	(22.9		)	(370.0		)	(71.2		)
Total segment profit (loss)	$	57.8		$	173.1		$	(536.7	)	$	277.0

Energy & Chemicals. Segment profit for the nine months ended September 30, 2019 included pre-tax charges associated with forecast revisions on certain projects including $240 million (or $1.40 per diluted share) resulting from late design changes, schedule-driven cost growth including liquidated damages, and subcontractor negotiations on a fixed-price, offshore project, $87 million (or $0.50 per diluted share) resulting from schedule-driven cost growth and client and subcontractor negotiations on two fixed-price, downstream projects and scope reductions on a large upstream project, $31 million (or $0.22 per diluted share) resulting from the resolution of certain close-out matters with a customer, and $26 million (or $0.19 per diluted share) resulting from the write-off of pre-contract cost due to the continued evaluation of the probability of receiving an award. Segment profit for the three and nine months ended September 30, 2018 included pre-tax charges totaling $46 million (or $0.30 per diluted share) and $113 million (or $0.77 per diluted share), respectively, for estimated cost growth on a completed, fixed-price downstream project.

Infrastructure & Power. Segment profit for the nine months ended September 30, 2019 included pre-tax charges associated with forecast revisions on several projects including $135 million (or $0.96 per diluted share) resulting from the settlement of client disputes, as well as cost growth related to close-out matters, on three fixed-price, gas-fired power plant projects that are substantially complete as of September 30, 2019 and $55 million (or $0.39 per diluted share) resulting from late engineering changes and schedule-driven cost growth, as well as negotiations with clients and subcontractors on pending change orders, for several infrastructure projects. Segment profit for both the three and nine months ended September 30, 2018 included a gain of $125 million (or $0.68 per diluted share) on the sale of a joint venture interest in the United Kingdom. Segment profit for the three and nine months ended September 30, 2018 also included pre-tax charges of $35 million (or $0.19 per diluted share) and $177 million (or $0.96 per diluted share) resulting from cost growth at one of the gas-fired power plant projects discussed above.

Other. Segment loss for both the three and nine months ended September 30, 2019 included pre-tax charges totaling $59 million (or $0.42 per diluted share) resulting from forecast revisions for cost growth on the Warren project, a weapons storage and

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maintenance facility that commenced earlier this year. Segment loss for the three months ended September 30, 2019 also included pre-tax charges totaling $20 million (or $0.14 per diluted share) resulting from estimated cost growth related to the Radford project, a plant for which the company serves as a subcontractor to a commercial client. Segment loss for the nine months ended September 30, 2019 included pre-tax charges totaling $253 million (or $1.80 per diluted share) resulting from forecast revisions for late engineering changes, cost growth and ongoing assessments of certain unapproved change orders related to the Radford project. The company’s forecast for both projects is based on its assessment of the probable cost to finish the projects as well as its assessment of the recovery of unapproved change orders. The company's Warren project requires the procurement and installation of certain first-of-a-kind technologies that are inherently more difficult to estimate. If the company's forecasts for these projects are not achieved, revenue and segment profit could be further adversely affected. The company continues to pursue recovery of all unapproved change orders associated with these projects.

Segment loss for all periods included the operations of NuScale, which are primarily for research and development activities associated with the licensing and commercialization of small modular nuclear reactor technology. A discussion of the cost-sharing agreement between NuScale and the U.S. Department of Energy (“DOE”) is provided in the Notes to Consolidated Financial Statements included in the 2018 10-K. NuScale expenses included in the determination of segment profit were $14 million and $48 million for the three and nine months ended September 30, 2019, respectively, and $18 million and $65 million for the three and nine months ended September 30, 2018, respectively. NuScale expenses were reported net of qualified reimbursable expenses of $16 million and $43 million for the three and nine months ended September 30, 2019, respectively, and $15 million and $42 million for the three and nine months ended September 30, 2018, respectively. The company did not provide funding to NuScale during the third quarter of 2019.

A reconciliation of total segment profit (loss) to earnings (loss) from continuing operations before taxes is as follows:



Reconciliation of Total Segment Profit (Loss) to Earnings (Loss) from Continuing Operations Before Taxes	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2019			2018			2019			2018
Total segment profit (loss)	$	57.8		$	173.1		$	(536.7	)	$	277.0
Corporate general and administrative expense	(10.4		)	(61.1		)	(115.4		)	(134.7		)
Impairment, restructuring and other exit costs	(334.0		)	—			(388.0		)	—
Interest income (expense), net	(5.0		)	(14.7		)	(15.9		)	(33.3		)
Earnings (loss) attributable to noncontrolling interests from continuing operations	10.3			14.2			(18.9		)	31.5
Earnings (loss) from continuing operations before taxes	$	(281.3	)	$	111.5		$	(1,074.9	)	$	140.5

Total assets by segment are as follows:



Total Assets by Segment (in millions)	September 30, 2019		December 31, 2018
Energy & Chemicals	$	1,170.5	$	1,525.1
Mining & Industrial	547.5		694.8
Infrastructure & Power	439.0		498.4
Diversified Services	1,322.2		1,414.6
Other	46.3		104.6
Corporate	3,361.0		3,513.9

Total assets in the Energy & Chemicals segment as of September 30, 2019 also included aged and disputed accounts receivable of $108 million related to a cost reimbursable, chemicals project in the Middle East. Management continues to pursue collection of these amounts from the customer and does not believe that the customer has a contractual basis for withholding payment. The company does not believe it is probable that losses will be incurred in excess of amounts reserved for this matter.

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by the owner. In the fourth quarter of 2017, the remaining scope of work on the Plant Vogtle project was transferred to a new contractor. In addition to amounts due for post-petition services, total assets as of September 30, 2019 included amounts due of $66 million and $2 million for services provided to the V.C. Summer and Plant Vogtle projects, respectively, prior to the date of the bankruptcy petition. The company has filed mechanic's liens in South Carolina against the property of the owner of the V.C. Summer project for amounts due for pre-petition services rendered to Westinghouse. Based on the company's evaluation of available information, the company does not expect the close-out of these projects to have a material unfavorable impact on the company's results of operations.

The following table presents revenue disaggregated by the geographic area where the work was performed for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,				Nine Months Ended September 30,
External Revenue (in millions)	2019		2018		2019		2018
United States	$	1,287.7	$	1,292.6	$	3,434.3	$	4,466.3
Canada	379.8		77.7		880.6		182.1
Asia Pacific (includes Australia)	489.1		413.5		1,390.9		1,042.1
Europe	839.1		1,268.8		2,400.5		3,544.3
Central and South America	736.6		464.5		1,841.4		1,038.4
Middle East and Africa	205.4		325.1		674.5		995.1
Total external revenue	$	3,937.7	$	3,842.2	$	10,622.2	$	11,268.3

(18) Contract Assets and Liabilities

Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) of $584 million and $560 million as of September 30, 2019 and December 31, 2018, respectively, and contract work in progress (typically for fixed-price contracts) of $413 million and $571 million as of September 30, 2019 and December 31, 2018, respectively. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Advances that are payments on account of contract assets of $557 million and $444 million as of September 30, 2019 and December 31, 2018, respectively, have been deducted from contract assets. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. As of December 31, 2018, the company had $26 million in pre-contract costs classified as a current asset under contract assets on the Condensed Consolidated Balance Sheet. These costs were expensed during the second quarter of 2019 due to the company's continued evaluation of the probability of receiving an award. The company anticipates that substantially all incurred cost associated with contract assets as of September 30, 2019 will be billed and collected within one year.

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The company recognized revenue of $663 million and $673 million during the nine months ended September 30, 2019 and 2018, respectively, that was included in contract liabilities as of January 1, 2019 and 2018, respectively.

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(19) Remaining Unsatisfied Performance Obligations

The company’s remaining unsatisfied performance obligations (“RUPO”) as of September 30, 2019 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The company had $28 billion in RUPO as of September 30, 2019 associated with its continuing operations.

The company estimates that its RUPO will be satisfied over the following periods:



(in millions)	September 30, 2019
Within 1 year	$	11,967
1 to 2 years	10,116
Thereafter	5,946
Total remaining unsatisfied performance obligations⁽¹⁾	$	28,029

(1) Excludes $4 billion in RUPO associated with the company's discontinued operations.

Although RUPO reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPO is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate.

(20) Impairment, Restructuring and Other Exit Costs

Restructuring and Other Exit Costs

During the first quarter of 2019, the company initiated a broad restructuring plan designed to optimize costs and improve operational efficiency. During the second and third quarters of 2019, the company approved additional restructuring activities in connection with its plan. Activities approved in the first nine months of 2019 primarily relate to the rationalization of resources, real estate and overhead across various geographies, as well as the liquidation of certain components of the AMECO business that are being excluded from sale. Total restructuring and other exit costs of approximately $250 million, including those recognized during the first nine months of 2019, are expected to be incurred as part of the restructuring plan. Estimated restructuring and other exit costs include severance of approximately $100 million, asset impairment charges of approximately $60 million, entity liquidation costs, including recognition of cumulative translation adjustments, of approximately $80 million and other exit costs of approximately $10 million. The company expects that its restructuring activities will be substantially completed in 2020. Additional restructuring activities may be identified and approved as part of the plan.

During the three and nine months ended September 30, 2019, restructuring charges totaling $44 million and $98 million, respectively, were included in “Impairment, restructuring and other exit costs” on the Condensed Consolidated Statement of Operations. These restructuring charges included severance costs of $3 million, lease termination costs of $6 million and restructuring related asset impairments of $35 million during the three months ended September 30, 2019 and severance costs of $35 million, lease termination costs of $6 million and restructuring related asset impairment charges of $57 million during the nine months ended September 30, 2019. Asset impairment charges included the write down of assets held for sale to fair value less cost to sell and the write down of certain other assets to fair value.

The fair value of assets and liabilities held for sale and other impaired assets, primarily construction equipment, was estimated using observable Level 2 inputs for identical assets. See Note 21 for a summary of assets and liabilities classified as held for sale on the Condensed Consolidated Balance Sheet as of September 30, 2019 and December 31, 2018. The fair value of the other impaired assets was $25 million as of September 30, 2019. These assets were included in "Property, plant and equipment" and "Other assets" on the Condensed Consolidated Balance Sheet.

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A reconciliation of the beginning and ending restructuring liability is as follows:



(in thousands)	Severance			Lease Exit Costs			Other			Total
Balance as of January 1, 2019	$	—		$	—		$	—		$	—
Restructuring charges accrued during the period	34,617			5,289			327			40,233
Cash payments / settlements during the period	(13,987		)	(93		)	(568		)	(14,648		)
Currency translation	(568		)	—			—			(568		)
Balance as of September 30, 2019	$	20,062		$	5,196		$	(241	)	$	25,017

Impairment

Given recent performance in certain businesses and geographies, the significant drop in the company's stock price since its second quarter earnings release, and recent changes in pursuit criteria, the company performed interim impairment tests of its goodwill, intangible assets and significant investments.

The company quantitatively determined that none of its goodwill was impaired. However, the company recognized an impairment loss of $34 million on its intangible customer relationships associated with the 2016 Stork acquisition. The loss was included in “Impairment, restructuring and other exit costs” on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019. The fair value of the customer relationships was determined by a third party using an income-based approach that utilized unobservable Level 3 inputs, including significant management assumptions such as forecasted revenue and operating margins, customer attrition and weighted average cost of capital. The net carrying value of the customer relationships was $32 million as of September 30, 2019 and was included in "Other assets" on the Condensed Consolidated Balance Sheet.

The company also evaluated its significant investments and determined that certain of its investments, CFHI and Sacyr Fluor, were other-than-temporarily impaired as of September 30, 2019. CFHI is a joint venture in which the company has a 49% ownership interest and Offshore Oil Engineering Co., Ltd., a subsidiary of China National Offshore Oil Corporation, has a 51% ownership interest. Sacyr Fluor is a 50/50 joint venture between the company and Sacyr Industrial in Spain. The company recognized impairment losses of $225 million and $31 million on its investments in CFHI and Sacyr Fluor, respectively. These losses were included in “Impairment, restructuring and other exit costs” on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019. The fair value of these investments was determined using an income-based approach that utilized unobservable Level 3 inputs, including significant management assumptions such as forecasted revenue and operating margins and weighted average cost of capital. As of September 30, 2019, the carrying value of the company's investments in CFHI and Sacyr Fluor was $112 million and $6 million, respectively, and was included in "Investments" on the Condensed Consolidated Balance Sheet. The company intends to continue exploring strategic alternatives for its investment in CFHI, which could include dilution of the company's ownership interest in the joint venture.

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(21) Discontinued Operations

In the third quarter of 2019, management committed to a plan to sell substantially all of its government and AMECO equipment businesses, while retaining two fixed-price projects previously included in the government segment and a few small international components of AMECO. The company expects to complete the sale of both businesses within one year. Management has concluded that these disposal groups have met the criteria to be classified as held for sale beginning in the third quarter of 2019, and as a result, the assets and liabilities of the government and AMECO businesses have been classified as held for sale on the Condensed Consolidated Balance Sheet as of September 30, 2019 and December 31, 2018. Management has also concluded that the operations of the disposal groups qualify for discontinued operations presentation because their disposal represents a strategic shift that will have a major effect on the company's financial results. Therefore, the results of the government and AMECO businesses that are expected to be sold have been presented as earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations for all periods presented.

On August 1, 2019, the company entered into a settlement agreement in connection with legal matters related to a previously divested business. The resulting gain on settlement as well as all legal fees associated with this matter were reported in earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations and are included in "Other" in the tables below.

Earnings from discontinued operations for the three months ended September 30, 2019 and 2018 were as follows:



	Three Months Ended September 30, 2019												Three Months Ended September 30, 2018
(in thousands)	Government			AMECO			Other			Total			Government			AMECO			Other			Total
Revenue	$	718,153		$	73,102		$	—		$	791,255		$	754,543		$	61,177		$	—		$	815,720
Cost of revenue	693,750			70,546			—			764,296			718,219			60,068			—			778,287
Corporate general and administrative expense	603			40			(27,848		)	(27,205		)	594			87			1,923			2,604
Interest expense (income), net	(123		)	(107		)	—			(230		)	(64		)	(125		)	—			(189		)
Total cost and expenses	694,230			70,479			(27,848		)	736,861			718,749			60,030			1,923			780,702
Earnings (loss) before taxes from discontinued operations	23,923			2,623			27,848			54,394			35,794			1,147			(1,923		)	35,018
Income tax expense (benefit)	5,570			580			6,438			12,588			23,067			(852		)	(442		)	21,773
Net earnings (loss) from discontinued operations	18,353			2,043			21,410			41,806			12,727			1,999			(1,481		)	13,245
Less: Net earnings attributable to noncontrolling interests from discontinued operations	2,185			—			—			2,185			4,481			—			—			4,481
Net earnings (loss) attributable to Fluor Corporation from discontinued operations	$	16,168		$	2,043		$	21,410		$	39,621		$	8,246		$	1,999		$	(1,481	)	$	8,764

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Earnings from discontinued operations for the nine months ended September 30, 2019 and 2018 were as follows:



	Nine Months Ended September 30, 2019												Nine Months Ended September 30, 2018
(in thousands)	Government			AMECO			Other			Total			Government			AMECO			Other			Total
Revenue	$	2,196,176		$	197,708		$	—		$	2,393,884		$	2,907,000		$	190,217		$	—		$	3,097,217
Cost of revenue	2,102,747			211,913			—			2,314,660			2,740,053			170,406			—			2,910,459
Corporate general and administrative expense	2,735			189			(22,929		)	(20,005		)	3,235			242			3,151			6,628
Interest expense (income), net	(1,101		)	(280		)	—			(1,381		)	(208		)	(282		)	—			(490		)
Total cost and expenses	2,104,381			211,822			(22,929		)	2,293,274			2,743,080			170,366			3,151			2,916,597
Earnings (loss) before taxes from discontinued operations	91,795			(14,114		)	22,929			100,610			163,920			19,851			(3,151		)	180,620
Income tax expense (benefit)	21,034			(2,535		)	5,301			23,800			64,140			3,285			(725		)	66,700
Net earnings (loss) from discontinued operations	70,761			(11,579		)	17,628			76,810			99,780			16,566			(2,426		)	113,920
Less: Net earnings attributable to noncontrolling interests from discontinued operations	7,803			—			—			7,803			9,013			—			—			9,013
Net earnings (loss) attributable to Fluor Corporation from discontinued operations	$	62,958		$	(11,579	)	$	17,628		$	69,007		$	90,767		$	16,566		$	(2,426	)	$	104,907

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The carrying amounts of the major classes of assets and liabilities included as part of discontinued operations and classified as held for sale as of September 30, 2019 and December 31, 2018 were as follows:



	September 30, 2019										December 31, 2018
(in thousands)	Government		AMECO		Total from Discontinued Operations		Other Assets and Liabilities from Continuing Operations⁽²⁾		Total		Government		AMECO		Total from Discontinued Operations
Accounts and notes receivable, net	$	109,536	$	82,388	$	191,924	$	2,543	$	194,467	$	202,837	$	95,652	$	298,489
Contract assets	349,610		4,057		353,667		2,936		356,603		411,777		2,285		414,062
Other current assets	23,675		59,489		83,164		305		83,469		15,076		58,018		73,094
Current assets held for sale	$	482,821	$	145,934	$	628,755	$	5,784	$	634,539	$	629,690	$	155,955	$	785,645

Property, plant and equipment, net	$	10,080	$	233,788	$	243,868	$	70,937	$	314,805	$	10,714	$	257,077	$	267,791
Goodwill	58,029		12,337		70,366		1,499		71,865		58,029		12,337		70,366
Investments	32,767		—		32,767		6,309		39,076		35,354		—		35,354
Other assets	15,096		6,412		21,508		—		21,508		2,021		1,067		3,088
Noncurrent assets held for sale⁽¹⁾	$	115,972	$	252,537	$	368,509	$	78,745	$	447,254	$	106,118	$	270,481	$	376,599
Total assets held for sale	$	598,793	$	398,471	$	997,264	$	84,529	$	1,081,793	$	735,808	$	426,436	$	1,162,244

Trade accounts payable	$	180,597	$	33,797	$	214,394	$	550	$	214,944	$	219,617	$	20,608	$	240,225
Short-term borrowings	767		—		767		—		767		—		—		—
Contract liabilities	64,196		2,333		66,529		—		66,529		51,129		4,280		55,409
Accrued salaries, wages and benefits	71,873		9,348		81,221		—		81,221		64,387		7,182		71,569
Other accrued liabilities	11,716		7,573		19,289		2,646		21,935		10,473		3,139		13,612
Current liabilities held for sale	$	329,149	$	53,051	$	382,200	$	3,196	$	385,396	$	345,606	$	35,209	$	380,815

Noncurrent liabilities held for sale⁽¹⁾	$	24,462	$	4,485	$	28,947	$	—	$	28,947	$	16,113	$	1,385	$	17,498
Total liabilities held for sale	$	353,611	$	57,536	$	411,147	$	3,196	$	414,343	$	361,719	$	36,594	$	398,313

(1) Noncurrent assets and liabilities held for sale as of September 30, 2019 were classified as current on the Condensed Consolidated Balance Sheet as the company expects to complete the sale of both the government and AMECO businesses within one year.

(2) Other assets and liabilities held for sale from continuing operations were not recast as of December 31, 2018 because the balances were not significant.

The Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2019 and 2018 included the following activities related to discontinued operations:



	Nine Months Ended September 30, 2019									Nine Months Ended September 30, 2018
(in thousands)	Government			AMECO			Total			Government			AMECO			Total
Depreciation of fixed assets	$	2,952		$	44,560		$	47,512		$	2,489		$	55,666		$	58,155
Amortization of stock-based awards	4,432			383			4,815			4,064			317			4,381
Capital expenditures	(2,216		)	(59,048		)	(61,264		)	(5,614		)	(35,538		)	(41,152		)

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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 the company's Condensed Consolidated Financial Statements and related notes and the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as adjusted (the "2018 10-K"). For purposes of reviewing this document, “segment profit” is calculated as revenue less cost of revenue and earnings attributable to noncontrolling interests excluding: corporate general and administrative expense; impairment, restructuring and other exit costs ; interest expense; interest income; domestic and foreign income taxes; and other non-operating income and expense items; and earnings from discontinued operations. Except as the context otherwise requires, the terms Fluor or the Registrant as used herein are references to Fluor Corporation and its predecessors and references to the company, we, us, or our as used herein shall include Fluor Corporation, its consolidated subsidiaries and joint ventures.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made herein, including statements regarding the company’s projected revenue and earnings levels, cash flow and liquidity, new awards 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 wish to caution readers that forward-looking statements, including disclosures which use words such as the company “believes,” “anticipates,” “expects,” “estimates” and similar statements are subject to various risks and uncertainties which could cause actual results of operations to differ materially from expectations. Factors potentially contributing to such differences include, among others:


•	The cyclical nature of many of the markets the company serves, including our commodity-based business lines, and our client’s vulnerability to downturns, which may result in decreased capital investment or expenditures and reduced demand for our services;


•	The company’s failure to receive anticipated new contract awards and the related impact on revenue, earnings, staffing levels and cost;


•	Failure to accurately estimate the cost and schedule for our contracts, resulting in cost overruns or liabilities, including those related to project delays and those caused by the performance of our clients, subcontractors, suppliers and joint venture or teaming partners;


•	Intense competition in the global engineering, procurement and construction industry, which can place downward pressure on our contract prices and profit margins and may increase our contractual risks;


•	Failure to obtain favorable results in existing or future litigation or dispute resolution proceedings (including claims for indemnification), or claims against project owners, subcontractors or suppliers;


•	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, resulting in reduced profits or losses;


•	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, resulting in unanticipated losses;


•	Changes in global business, economic (including currency risk), political and social conditions;


•	Project cancellations, scope adjustments or deferrals, or foreign currency fluctuations, that could reduce the amount of our backlog and the revenue and profits that the company earns;


•	Failure to maintain safe work sites;


•	Repercussions of events beyond our control, such as severe weather conditions, that may significantly affect operations, result in higher cost or subject the company to liability claims by our clients;


•	Uncertainties, restrictions and regulations impacting our government contracts;


•	Client delays or defaults in making payments;


•	Failure of our suppliers or subcontractors to provide supplies or services at the agreed-upon levels or times;


•	Failure of our employees, agents or partners to comply with laws, which could result in harm to our reputation and reduced profits or losses;


•	Differences between our actual results and the assumptions and estimates used to prepare our financial statements;


•	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;


•	Possible systems and information technology interruptions;


•	The impact of anti-bribery and international trade laws and regulations;


•	The availability of credit and restrictions imposed by credit facilities, both for the company and our clients, suppliers,

subcontractors or other partners;

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•	The company’s ability to secure appropriate insurance;


•	The impact of new or changing legal requirements, as well as past and future environmental, health and safety regulations including climate change regulations;


•	The failure to be adequately indemnified for our nuclear services;


•	Foreign exchange risks;


•	The inability to hire and retain qualified personnel;


•	The loss of business from one or more significant clients;


•	Possible limitations of bonding or letter of credit capacity;


•	The failure to adequately protect intellectual property rights;


•	Impairments to goodwill, investments, deferred tax assets or other intangible assets;


•	The risks associated with acquisitions, dispositions or other investments, including the failure to successfully integrate acquired businesses; and


•	Restrictions on possible transactions imposed by our charter documents and Delaware law.

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 can be no assurance that future developments affecting us will be those anticipated by us. Any forward-looking statements are subject to the risks, uncertainties and other factors that could cause actual results of operations, financial condition, cost reductions, acquisitions, dispositions, financing transactions, operations, expansion, consolidation and other events to differ materially from those expressed or implied in such forward-looking statements.

Due to known and unknown risks, the company’s actual results may differ materially from its expectations or projections. While most risks affect only future cost or revenue anticipated by the company, some risks may relate to accruals that have already been reflected in earnings. The company’s failure to receive payments of accrued amounts or incurrence of liabilities in excess of amounts previously recognized could result in a charge against future earnings. As a result, the reader is cautioned to recognize and consider the inherently uncertain nature of forward-looking statements and not to place undue reliance on them.

Additional information concerning these and other factors can be found in the company’s press releases and periodic filings with the Securities and Exchange Commission ("SEC"), including the discussion under the heading “Item 1A. — Risk Factors” in the 2018 10-K. These filings are available publicly on the SEC’s website at http://www.sec.gov, on the company’s website at http://investor.fluor.com or upon request from the company’s Investor Relations Department at (469) 398-7070. The company 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 the company and deciding whether to invest in its securities. Except as otherwise required by law, the company undertakes no obligation to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Summary

During the third quarter of 2019, the company implemented a number of strategic initiatives and organizational changes to strengthen its financial position and improve operational performance. Initiatives impacting the company's results of operations included:

•

Management committed to a plan to sell substantially all of its government and AMECO equipment businesses, while retaining two fixed price government projects (for which the U.S. government is either the client or the ultimate client) and a few small international components of AMECO. The results of the government and AMECO businesses that are expected to be sold have been presented as earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations for all periods presented.

•

Management reviewed its business lines, markets and geographies and changed the composition of its reportable segments to align them with the manner in which the chief executive officer manages the business and allocates resources. The Mining, Industrial, Infrastructure & Power segment was separated into a Mining & Industrial segment and an Infrastructure & Power segment. The operations of NuScale, as well as two U.S. government projects that do not qualify for discontinued operations reporting, were combined into a newly created segment called Other. The company now reports its operating results in the following five reportable segments: Energy & Chemicals; Mining & Industrial; Infrastructure & Power; Diversified Services; and Other. Segment operating information and assets for 2018 have been recast to reflect these changes.

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•	The company approved additional restructuring activities associated with the broad restructuring plan initiated during the first quarter of 2019. These additional activities include the rationalization of resources, real estate and overhead across various geographies.


•	The company confirmed previously announced changes in its bidding and pursuit processes, which established the criteria under which the company may bid on lump-sum projects in the Energy and Chemicals segment, and directed the company's Infrastructure business to focus on opportunities in North America.

During the second quarter of 2019, the company met with a number of its clients, subcontractors and suppliers in an attempt to bring resolution to or get clarification on a variety of matters, including outstanding disputes and claims, pending change orders, schedule extensions, accounts receivable and other project close out items. The negotiations and agreements resulting from these meetings, as well as project developments during the second quarter, resulted in the recognition of significant charges across the company's three largest segments, which are reflected in the results for the nine months ended September 30, 2019.

Consolidated revenue of $3.9 billion for the three months ended September 30, 2019 increased 2 percent compared to $3.8 billion for the three months ended September 30, 2018. Revenue growth in the Mining & Industrial segment was partially offset by lower levels of project execution activities in the Energy & Chemicals, Infrastructure & Power and Diversified Services segments during the three months ended September 30, 2019. Consolidated revenue of $10.6 billion for the nine months ended September 30, 2019 decreased 6 percent compared to $11.3 billion for the nine months ended September 30, 2018. Revenue declines resulting from reduced levels of project execution activities in the Energy & Chemicals, Infrastructure & Power and Diversified Services segments were partially offset by revenue growth in the Mining & Industrial segment during the nine months ended September 30, 2019.

Losses from continuing operations before taxes were $281 million for the three months ended September 30, 2019 compared to earnings from continuing operations before taxes of $111 million for the same period of 2018. During the three months ended September 30, 2019, the company recognized charges totaling $334 million related to impairments, restructuring and other exit costs and $79 million associated with forecast revisions for cost growth on two government projects. During the three months ended September 30, 2018, the company recognized a gain of $125 million from the sale of a joint venture interest in the United Kingdom, offset by project charges totaling $81 million resulting from forecast revisions for estimated cost and schedule impacts at a fixed-price gas-fired power plant project and a fixed-price downstream project.

Losses from continuing operations before taxes were $1.1 billion for the nine months ended September 30, 2019 compared to earnings from continuing operations before taxes of $140 million for the same period of 2018. During the nine months ended September 30, 2019, the company recognized project charges totaling $911 million related to projects in the Energy & Chemicals, Infrastructure & Power and Other segments and $388 million related to impairments, restructuring and other exit costs. During the nine months ended September 30, 2018, the company recognized a gain of $125 million from the sale of a joint venture interest in the United Kingdom, offset by project charges totaling $289 million resulting from forecast revisions for estimated cost and schedule impacts at a fixed-price gas-fired power plant project and a fixed-price downstream project.

Diluted loss per share from continuing operations was $5.57 and $10.17 for the three and nine months ended September 30, 2019, respectively, compared to diluted earnings per share from continuing operations of $0.49 for both of the corresponding periods of 2018. The decline in earnings per share from continuing operations for both periods was attributable to the same factors impacting earnings from continuing operations discussed above.

The company’s results reported by foreign subsidiaries with non-U.S. dollar functional currencies are affected by foreign currency volatility. When the U.S. dollar appreciates against the non-U.S. dollar functional currencies of these subsidiaries, the company’s reported revenue, cost and earnings, after translation into U.S. dollars, are lower than what they would have been had the U.S. dollar depreciated against the same foreign currencies or if there had been no change in the exchange rates.

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The company’s margins, in some cases, may be favorably or unfavorably impacted by a change in the amount of materials and customer-furnished materials, which are accounted for as pass-through costs.

Consolidated new awards were $2.6 billion and $7.7 billion for the three and nine months ended September 30, 2019, respectively, compared to new awards of $6.3 billion and $13.5 billion for corresponding periods of 2018. The Infrastructure & Power and Energy & Chemicals segments were the major contributors to the new award activity in the first nine months of 2019. Approximately 42 percent of consolidated new awards for the first nine months of 2019 were for projects located outside of the United States compared to 86 percent for the first nine months of 2018.

Consolidated backlog as of September 30, 2019 was $30.3 billion compared to $30.0 billion as of September 30, 2018. As of both September 30, 2019 and 2018, approximately 71 percent of consolidated backlog related to projects outside of the United States. As of September 30, 2019, approximately 62 percent of consolidated backlog consisted of fixed-price, lump-sum and guaranteed maximum contracts compared to 37 percent as of September 30, 2018. 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. Consolidated backlog differs from the company’s remaining unsatisfied performance obligations (“RUPO”) discussed in Note 19 to the Condensed Consolidated Financial Statements. Backlog includes the amount of revenue the company expects to recognize under ongoing operations and maintenance contracts for the remainder of the current year renewal period plus up to three additional years if renewal is considered to be probable, while RUPO includes only the amount of revenue the company expects to recognize under ongoing operations and maintenance contracts with definite terms and/or substantive termination provisions.

Discontinued Operations

In the third quarter of 2019, management committed to a plan to sell substantially all of its government and AMECO equipment businesses, while retaining two fixed price government projects and a few small international components of AMECO. The company expects to complete the sale of both businesses within one year. Management has concluded that these disposal groups have met the criteria to be classified as held for sale beginning in the third quarter of 2019, and as a result, the assets and liabilities of the government and AMECO businesses have been classified as held for sale on the Condensed Consolidated Balance Sheet as of September 30, 2019 and December 31, 2018. Management has also concluded that the operations of the disposal groups qualify for discontinued operations presentation because their disposal represents a strategic shift that will have a major effect on the company's financial results. Therefore, the results of the government and AMECO businesses have been presented as earnings from discontinued operations, net of tax, in the Condensed Consolidated Statement of Operations for all periods presented.

Impairment, Restructuring and Other Exit Costs

Given recent performance in certain businesses and geographies, the significant drop in the company's stock price since its second

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quarter earnings release, and recent changes in pursuit criteria, the company performed interim impairment tests of its goodwill, intangible assets and significant investments. The company quantitatively determined that none of its goodwill was impaired. However, the company recognized an impairment loss of $34 million on its intangible customer relationships associated with the 2016 Stork acquisition. The loss was included in “Impairment, restructuring and other exit costs” on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019.

Energy & Chemicals

Revenue and segment profit for the Energy & Chemicals segment are summarized as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2019		2018		2019			2018

Revenue	$	1,611.6	$	1,902.3	$	4,485.2		$	5,859.8
Segment profit (loss)	84.9		50.2		(124.9		)	253.0

Revenue for the three and nine months ended September 30, 2019 decreased by 15 percent and 23 percent, respectively, compared to the corresponding periods in 2018, primarily due to a significant decline in the volume of project execution activities combined with the impact of a lower volume of broad based new awards in both years. The revenue decline for the nine months ended September 30, 2019 was further driven by the effect of forecast revisions on an offshore project discussed below. The revenue declines in both periods were partially offset by increased project execution activity for a liquefied natural gas project in Canada.

Segment profit for the three months ended September 30, 2019 increased compared to the corresponding period in 2018. Segment profit for the three months ended September 30, 2018 included a charge of $46 million for estimated cost growth on a completed, fixed-price downstream project and unrealized foreign currency losses of $13 million associated with embedded foreign currency derivatives of the company’s joint venture in Mexico. Segment profit for the nine months ended September 30, 2019 significantly decreased compared to the corresponding period in 2018, primarily due to charges associated with forecast revisions on certain projects and other matters. During the nine months ended September 30, 2019, charges included $240 million resulting from late design changes, schedule-driven cost growth including liquidated damages, and subcontractor negotiations on a fixed-price, offshore project, $87 million resulting from schedule-driven cost growth and client and subcontractor negotiations on two fixed-price, downstream projects and scope reductions on a large upstream project, $31 million resulting from the resolution of certain close-out matters with a customer, and $26 million resulting from the write-off of pre-contract costs due to the continued evaluation of the probability of receiving an award. Segment profit for the nine months ended September 30, 2018 included charges totaling $113 million for estimated cost growth on the completed downstream project. Segment profit margin for the three and nine months ended September 30, 2019 was 5.3 percent and (2.8) percent, respectively, compared to 2.6 percent and 4.3 percent for the same periods in 2018. The changes in segment profit margin in both periods were primarily attributable to the same factors affecting segment profit.

New awards for the three and nine months ended September 30, 2019 were $256 million and $2.0 billion, respectively, compared to $644 million and $1.9 billion for the corresponding periods of 2018. Backlog of $13.7 billion as of September 30, 2019 increased from $11.4 billion as of September 30, 2018. The increase in backlog resulted primarily from the award of the liquefied natural gas export facility in Canada which was booked in the fourth quarter of 2018, offset by the removal of certain contracts associated with the company’s joint venture in Mexico that were suspended during the second quarter of 2019. The lack of broad based new awards could continue to put pressure on the segment's earnings streams in the near term.

Total assets in the segment were $1.2 billion and $1.5 billion as of September 30, 2019 and December 31, 2018, respectively. During the third quarter of 2019, the company determined that its investments in both COOEC Fluor Heavy Industries Co., Ltd. and Sacyr Fluor were other-than-temporarily impaired and recognized a total impairment loss of $256 million on these investments. The loss on impairment was included in “Impairment, restructuring and other exit costs” on the Condensed Consolidated Statement

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of Operations for the three and nine months ended September 30, 2019. The lack of an appropriate volume and mix of new awards could continue to adversely impact the operating results of the company’s fabrication yard in China.

Total assets as of September 30, 2019 included aged and disputed accounts receivable of $108 million related to a cost reimbursable, chemicals project in the Middle East. Management continues to pursue collection of these amounts from the customer and does not believe that the customer has a contractual basis for withholding payment. The company does not believe it is probable that losses will be incurred in excess of amounts reserved for this matter.

Mining & Industrial

Revenue and segment profit for the Mining & Industrial segment are summarized as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2019		2018		2019		2018

Revenue	$	1,374.0	$	973.3	$	3,703.6	$	2,377.4
Segment profit	56.9		20.9		129.1		56.9

Revenue for the three and nine months ended September 30, 2019 increased by 41 percent and 56 percent, respectively, compared to the three and nine months ended September 30, 2018, primarily due to increased project execution activities for several large mining projects. The increase in revenue during the three months ended September 30, 2019 was further driven by increased project execution activities on certain life sciences & advanced manufacturing projects.

Segment profit for the three and nine months ended September 30, 2019 significantly increased compared to the corresponding periods in 2018, due to the increased volume of project execution activities for the projects mentioned above as well as a benefit of $18 million and $31 million during the three and nine months ended September 30, 2019, respectively, resulting from a favorable resolution of a longstanding customer dispute. Segment profit margin for the three and nine months ended September 30, 2019 was 4.1 percent and 3.5 percent compared to 2.1 percent and 2.4 percent for the same periods in the prior year. The increase in segment profit margin was primarily attributable to the same factors that affected segment profit.

New awards for the three and nine months ended September 30, 2019 were $119 million and $1.3 billion, respectively, compared to $4.3 billion and $8.3 billion for the corresponding periods of 2018. Backlog decreased to $6.2 billion as of September 30, 2019 from $9.8 billion as of September 30, 2018, primarily due to new award activity being outpaced by work performed.

Total assets in the segment were $547 million as of September 30, 2019 compared to $695 million as of December 31, 2018. The decrease in total assets primarily resulted from decreased working capital in support of project execution activities for a large mining project in Chile.

Infrastructure & Power

Revenue and segment profit for the Infrastructure & Power segment are summarized as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2019		2018		2019			2018

Revenue	$	392.5	$	412.3	$	951.8		$	1,250.6
Segment profit (loss)	1.0		102.3		(193.3		)	(13.2		)

Revenue for the three and nine months ended September 30, 2019 decreased by 5 percent and 24 percent, respectively, compared to the three and nine months ended September 30, 2018, primarily due to the substantial completion of certain large power projects during 2019. These declines in both the three and nine month periods were partially offset by increased project execution activities for several infrastructure projects. Revenue also reflects the adverse impact of various forecast revisions discussed below.

Segment profit for the three months ended September 30, 2019 significantly decreased compared to the corresponding period in 2018, primarily due to a gain of $125 million recognized in the prior year on the sale of a joint venture interest in the United Kingdom, partially offset by a prior year charge of $35 million resulting from cost growth at a fixed-price, gas-fired power plant project. Segment profit for the nine months ended September 30, 2019 also decreased compared to the prior year period, primarily

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due to the recognition of charges totaling $135 million resulting from the settlement of client disputes, as well as cost growth related to close-out matters, on three fixed-price, gas-fired power plant projects that were substantially complete as of September 30, 2019, as well as charges totaling $55 million resulting from late engineering changes and schedule-driven cost growth, as well as negotiations with clients and subcontractors on pending change orders, for several infrastructure projects. Segment profit during the nine months ended September 30, 2018 included charges totaling $177 million on one of the aforementioned power projects as a result of cost growth, which were substantially offset by the gain of $125 million on the sale of the joint venture interest. Segment profit margin for the three and nine months ended September 30, 2019 was 0.3 percent and (20.3) percent compared to 24.8 percent and (1.1) percent for the same periods in the prior year. The declines in segment profit margin were primarily attributable to the same factors that affected segment profit. Lower margin contributions from certain infrastructure projects for which charges were recognized during 2019 may continue to adversely impact near term segment profit margin.

New awards for the three and nine months ended September 30, 2019 were $2.0 billion and $2.5 billion, respectively, compared to $1.1 billion and $2.0 billion for the corresponding periods of 2018. New awards in the current quarter included a large infrastructure project in Texas. Backlog increased to $7.7 billion as of September 30, 2019 from $6.7 billion as of September 30, 2018, primarily due to new award activity outpacing work performed for several infrastructure projects.

Total assets in the segment were $439 million as of September 30, 2019 compared to $498 million as of December 31, 2018.

Diversified Services

As discussed above, the operating results of the company’s AMECO equipment business are now included in discontinued operations. Certain operations of AMECO, primarily in Mexico, are in the process of being liquidated and did not meet the qualifications of discontinued operations. These retained operations will remain in the Diversified Services segment until liquidation is complete.

Revenue and segment profit for the Diversified Services segment are summarized as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2019		2018		2019		2018

Revenue	$	521.7	$	526.3	$	1,525.0	$	1,706.9
Segment profit	10.8		22.6		22.4		51.5

Revenue for the three and nine months ended September 30, 2019 decreased by 1 percent and 11 percent, respectively, compared to the same periods in 2018, primarily due to lower volumes in the operations and maintenance business and the AMECO equipment business in Mexico, scope reductions on a large power services project in the U.S. and a maintenance project in Australia, and the cancellation of a large operations and maintenance project in North America. These revenue declines were partially offset by higher contributions from the staffing business in North America and Europe.

Segment profit for the three and nine months ended September 30, 2019 decreased by 52 percent and 57 percent, respectively, compared to the corresponding periods in 2018 primarily driven by the above mentioned reduced volumes of higher margin specialty services in the operations and maintenance business and the AMECO equipment business in Mexico. The decline in segment profit for the nine months ended September 30, 2019 was further driven by charges related to negotiations with clients and joint venture partners in the second quarter of 2019. Segment profit margin for the three and nine months ended September 30, 2019 was 2.1 percent and 1.5 percent, respectively, compared to 4.3 percent and 3.0 percent for the three and nine months ended September 30, 2018. The decrease in segment profit margin for both periods was primarily due to the same factors affecting segment profit.

New awards for the three and nine months ended September 30, 2019 were $260 million and $1.6 billion, respectively, compared to $336 million and $1.3 billion for the same periods in the prior year. Backlog of $2.4 billion as of September 30, 2019 increased from $2.0 billion as of September 30, 2018, primarily due to a large new award for the power services business booked in the first quarter of 2019. The equipment and temporary staffing businesses do not report backlog or new awards.

Total assets in the Diversified Services segment were $1.3 billion as of September 30, 2019 compared to $1.4 billion as of December 31, 2018.

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Other

Other includes the operations of NuScale, as well as two fixed-price projects that are being excluded from the sale of the government business, including a plant for which the company serves as a subcontractor to a commercial client (the "Radford" project) and a weapons storage and maintenance facility that commenced earlier this year (the "Warren" project). Revenue and segment profit for the Other segment are summarized as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2019			2018			2019			2018

Revenue	$	37.9		$	28.0		$	(43.4	)	$	73.6
Segment profit (loss)	(95.8		)	(22.9		)	(370.0		)	(71.2		)

Revenue for the three months ended September 30, 2019 increased by 35 percent compared to the same period in 2018, primarily due to increased project execution activities for the Radford project. Revenue for the nine months ended September 30, 2019 reflects the reversal of previously recognized revenue resulting from forecast revisions taken on the Radford project during the second quarter of 2019.

Segment loss for both the three and nine months of 2019 included charges totaling $59 million resulting from forecast revisions for cost growth on the Warren project. Segment loss for the three months ended September 30, 2019 also included charges totaling $20 million resulting from estimated cost growth on the Radford project. Segment loss for the nine months ended September 30, 2019 included charges totaling $253 million resulting from forecast revisions for late engineering changes, cost growth and ongoing assessments of certain unapproved change orders related to the Radford project. The company’s forecast for both projects is based on its assessment of the probable cost to finish the projects as well as its assessment of the recovery of unapproved change orders. The company's Warren project requires the procurement and installation of certain first-of-a-kind technologies that are inherently more difficult to estimate. If the company's forecasts for these projects are not achieved, revenue and segment profit could be further adversely affected. The company continues to pursue recovery of all unapproved change orders associated with these projects.

NuScale expenses, net of qualified reimbursable expenses, included in the determination of segment loss, were $14 million and $48 million for the three and nine months ended September 30, 2019 compared to $18 million and $65 million for the three and nine months ended September 30, 2018. The company did not provide funding to NuScale during the third quarter of 2019.

New awards for the three and nine months ended September 30, 2019 were $1 million and $152 million, respectively. There were no new awards in the prior year periods. Backlog was $265 million as of September 30, 2019 compared to $156 million as of September 30, 2018.

Total assets in the segment were $46 million as of September 30, 2019 compared to $105 million as of December 31, 2018. The decrease in total assets primarily resulted from a decline in working capital balances due to the project charges incurred on the two projects discussed above.

Corporate General & Administrative Expense, Interest and Taxes

Corporate general and administrative expense for the three and nine months ended September 30, 2019 was $10 million and $115 million, respectively, compared to $61 million and $135 million for the same periods of 2018. The decrease in corporate general and administrative expense during the three months ended September 30, 2019 was primarily attributable to a decrease in compensation expense in the current year period, a partial pension settlement charge of $19 million recognized in the prior year period and foreign currency exchange gains in the 2019 period compared to foreign currency exchange losses in the 2018 period. The decrease in corporate general and administrative expense during the nine months ended September 30, 2019 was primarily attributable to a decrease in compensation expense in the current year period and a partial pension settlement charge of $21 million recognized in the prior year period.

Net interest expense was $5 million and $16 million for the three and nine months ended September 30, 2019 compared to $15 million and $33 million during the corresponding periods of 2018. The decrease in net interest expense for both periods was primarily attributable to the payment of a "make-whole" premium associated with the redemption of $500 million 3.375% Senior Notes in September 2018 as well as an increase in interest income from time deposits in 2019.

Income tax expense for the three and nine months ended September 30, 2019 and 2018 is discussed above under “— Summary.”

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Corporate assets as of September 30, 2019 included accounts receivable related to two subcontracts with Westinghouse Electric Company LLC ("Westinghouse") to manage the construction workforce at two nuclear power plant projects in South Carolina ("V.C. Summer") and Georgia ("Plant Vogtle"). On March 29, 2017, Westinghouse filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court, Southern District of New York. In the third quarter of 2017, the V.C. Summer project was canceled by the owner. In the fourth quarter of 2017, the remaining scope of work on the Plant Vogtle project was transferred to a new contractor. In addition to amounts due for post-petition services, total assets as of September 30, 2019 included amounts due of $66 million and $2 million for services provided to the V.C. Summer and Plant Vogtle projects, respectively, prior to the date of the bankruptcy petition. The company has filed mechanic's liens in South Carolina against the property of the owner of the V.C. Summer project for amounts due for pre-petition services rendered to Westinghouse. Based on the company's evaluation of available information, the company expects to collect these outstanding accounts receivable amounts.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 of the Notes to Condensed Consolidated Financial Statements.

LITIGATION AND MATTERS IN DISPUTE RESOLUTION

See Note 14 of the Notes to Condensed Consolidated Financial Statements.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity is provided by available cash and cash equivalents and marketable securities, cash generated from operations, credit facilities and access to capital markets, including the use of commercial paper. The company has both committed and uncommitted lines of credit available to be used for revolving loans and letters of credit. The company believes that for at least the next 12 months, cash generated from operations, along with its unused credit capacity and cash position, is sufficient to support operating requirements. However, the company regularly reviews its sources and uses of liquidity and may pursue opportunities to increase its liquidity position. As of September 30, 2019, the company was in compliance with all the financial covenants related to its debt agreements.

Cash Flows

Cash and cash equivalents were $1.8 billion as of both September 30, 2019 and December 31, 2018. Cash and cash equivalents combined with marketable securities were $1.9 billion as of September 30, 2019 and $2.0 billion as of December 31, 2018. Cash and cash equivalents are held in numerous accounts throughout the world to fund the company’s global project execution activities. Non-U.S. cash and cash equivalents amounted to $1.0 billion and $964 million as of September 30, 2019 and December 31, 2018, respectively. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are either swept into overnight, offshore accounts or invested in offshore, short-term time deposits, to which there is unrestricted access.

In evaluating its liquidity needs, the company considers cash and cash equivalents held by its consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $477 million and $392 million as of September 30, 2019 and December 31, 2018, respectively, as reflected on the Condensed Consolidated Balance Sheet) were not necessarily readily available for general purposes. In its evaluation, the company also considers the extent to which the current balance of its advance billings on contracts (which totaled $1.1 billion and $801 million as of September 30, 2019 and December 31, 2018, respectively, and was presented as “Contract liabilities” on the Condensed Consolidated Balance Sheet) is likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of its 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. The company did not consider any cash to be permanently reinvested overseas as of September 30, 2019 and December 31, 2018, other than unremitted earnings required to meet its working capital and long-term investment needs in foreign jurisdictions where it operates.

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Operating Activities

Cash flows from operating activities result primarily from earnings sources and are affected by changes in operating assets and liabilities which consist primarily of working capital balances for projects. Working capital levels vary from period to period and are primarily affected by the company’s volume of work. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as the company’s execution of its projects within budget. Working capital requirements also vary by project and relate to clients in various industries and locations throughout the world. Most contracts require payments as the projects progress. The company evaluates the counterparty credit risk of third parties as part of its project risk review process. The company maintains adequate reserves for potential credit losses and generally such losses have been minimal and within management’s estimates. Additionally, certain projects receive advance payments from clients. A normal trend for these projects is to have higher cash balances during the initial phases of execution which then level out toward the end of the construction phase. As a result, the company’s cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. The company maintains 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.

During the nine months ended September 30, 2019, working capital significantly decreased. Specific factors related to the change in working capital include:


•	Decreases in accounts receivable which resulted primarily from normal billing and collections for several projects in the Mining & Industrial segment as well as the LOGCAP IV program in Afghanistan, now included in discontinued operations.


•	Decreases in contract assets which resulted primarily from normal project execution activities for several projects in the Energy & Chemicals, Mining & Industrial, Infrastructure & Power and Other segments.


•	Increases in contract liabilities resulting from loss provisions and forecast adjustments for several projects in the Energy & Chemicals and Other segments.


•	Decreases in accounts payable which resulted primarily from normal invoicing and payment activities for several projects in the Energy & Chemicals, Mining & Industrial, Infrastructure & Power and Diversified Services segments.

Excluding the non-cash impact of adopting ASC 606 on January 1, 2018, working capital increased primarily due to an increase in accounts receivable and a decrease in contract liabilities partially offset by an increase in accounts payable during the nine months ended September 30, 2018. Specific factors related to these drivers include:


•	An increase in accounts receivable, primarily driven by project execution activities for a power restoration project in Puerto Rico, now included in discontinued operations.


•	A decrease in contract liabilities in the Energy & Chemicals segment, which resulted primarily from normal project execution activities on several large projects.


•	Increases in accounts payable in the Mining & Industrial segment which resulted from normal invoicing activities.

Cash provided by operating activities was $67 million for the nine months ended September 30, 2019 compared to cash utilized by operating activities of $11 million for the corresponding period of the prior year. The increase in cash provided by operating activities resulted from a higher level of working capital inflows in 2019 compared to the prior year period. In the near term, the company will be required to access its various sources of liquidity to fund the contract liabilities resulting from the loss provisions and forecast adjustments discussed above.

The company contributed $11 million and $43 million into its defined benefit pension plans during the nine months ended September 30, 2019 and 2018, respectively. Contributions during the first nine months of 2018 included additional funding required to execute a buy-in policy contract with an insurance company to fully insure the benefits of the plan in the United Kingdom. The company currently expects to contribute up to $15 million during 2019, which is expected to be in excess of the minimum funding required.

All periods included the operations of NuScale, which are primarily for research and development activities associated with the licensing and commercialization of small modular nuclear reactor technology. A discussion of the cost-sharing agreement between NuScale and the U.S. Department of Energy (“DOE”) is provided in the Notes to Consolidated Financial Statements included in the 2018 10-K. NuScale expenses included in the determination of segment profit were $14 million and $48 million for the three and nine months ended September 30, 2019, respectively, and $18 million and $65 million for the three and nine months ended

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September 30, 2018, respectively. NuScale expenses were reported net of qualified reimbursable expenses of $16 million and $43 million for the three and nine months ended September 30, 2019, respectively, and $15 million and $42 million for the three and nine months ended September 30, 2018, respectively. The company did not provide funding to NuScale during the third quarter of 2019.

Investing Activities

Cash provided by investing activities amounted to $75 million for the nine months ended September 30, 2019 compared to cash utilized by investing activities of $72 million for the corresponding period of the prior year. The primary investing activities included purchases, sales and maturities of marketable securities; capital expenditures; disposals of property, plant and equipment; and investments in partnerships and joint ventures.

The company holds cash in bank deposits and marketable securities which are governed by the company’s 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. During the nine months ended September 30, 2019 and 2018, proceeds from sales and maturities of marketable securities exceeded purchases of such securities by $167 million and $29 million, respectively. The company held marketable securities of $48 million and $215 million as of September 30, 2019 and December 31, 2018, respectively.

Capital expenditures of $140 million and $149 million for the nine months ended September 30, 2019 and 2018, respectively, primarily related to construction equipment associated with equipment operations now included in discontinued operations, as well as expenditures for facilities and investments in information technology. Proceeds from the disposal of property, plant and equipment of $56 million and $61 million during the nine months ended September 30, 2019 and 2018, respectively, primarily related to the disposal of construction equipment associated with the discontinued operations of the equipment business.

Investments in unconsolidated partnerships and joint ventures of $35 million and $34 million during the nine months ended September 30, 2019 and 2018, respectively, primarily consist of capital contributions to an infrastructure joint venture in the United States.

In September 2018, the company sold its interest in a joint venture in the United Kingdom which resulted in a gain of $125 million during the third quarter. In October 2018, the company received proceeds of $125 million, net of expenses, related to the sale of this joint venture.

Financing Activities

Cash utilized by financing activities of $87 million and $8 million during the nine months ended September 30, 2019 and 2018, respectively, included company dividend payments to stockholders, proceeds from the issuance of senior notes and commercial paper, repayments of debt, and distributions paid to holders of noncontrolling interests.

Quarterly cash dividends are typically paid during the month following the quarter in which they are declared. Therefore, dividends declared in the fourth quarter of 2018 were paid in the first quarter of 2019. Quarterly cash dividends of $0.21 per share were declared in the third quarter of 2019 and 2018. The quarterly dividend will be reduced from $0.21 per share to $0.10 per share, beginning with the next declaration. The payment and level of future cash dividends is subject to the discretion of the company’s Board of Directors.

During the nine months ended September 30, 2018, the company issued commercial paper to meet its short-term liquidity needs. Approximately $25 million in commercial paper was outstanding as of September 30, 2018 with a weighted average interest rate of 2.45%. All of the company’s outstanding commercial paper was repaid in October 2018.

In August 2018, the company issued $600 million of 4.250% Senior Notes (the “2018 Notes”) due September 15, 2028 and received proceeds of $595 million, net of underwriting discounts. Interest on the 2018 Notes is payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2019. Prior to June 15, 2028, the company may redeem the 2018 Notes at a redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. On or after June 15, 2028, the company may redeem the 2018 Notes at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

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annually on March 21 of each year, beginning on March 21, 2017. Prior to December 21, 2022, the company may redeem the 2016 Notes at a redemption price equal to 100 percent of the principal amount, plus a “make whole” premium described in the indenture. On or after December 21, 2022, the company may redeem the 2016 Notes at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. Additionally, the company may redeem the 2016 Notes at any time upon the occurrence of certain changes in U.S. tax laws, as described in the indenture, at 100 percent of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

For the 2018 Notes, the 2016 Notes and the 2014 Notes, if a change of control triggering event occurs, as defined by the terms of the respective indentures, the company will be required to offer to purchase applicable notes at a purchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest, if any, to the date of redemption. The company is generally not limited under the indentures governing the 2018 Notes, the 2016 Notes and the 2014 Notes in its ability to incur additional indebtedness provided the company is in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions. The company may, from time to time, repurchase the 2018 Notes, the 2016 Notes or the 2014 Notes in the open market, in privately-negotiated transactions or otherwise in such volumes, at such prices and upon such other terms as we deem appropriate.

In September 2018, the company used a portion of the proceeds from the 2018 Notes to fully redeem its $500 million 3.375% Senior Notes (the “2011 Notes”) due September 15, 2021. The redemption price of $503 million was equal to 100 percent of the principal amount of the 2011 Notes plus a “make-whole” premium of $3 million.

Distributions paid to holders of noncontrolling interests represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions paid were $26 million and $35 million during the nine months ended September 30, 2019 and 2018, respectively. Distributions in 2019 primarily related to a mining joint venture project in Chile. Distributions in 2018 primarily related to two transportation joint venture projects in the United States.

Effect of Exchange Rate Changes on Cash

Unrealized translation gains and losses resulting from changes in functional currency exchange rates are reflected in the cumulative translation component of accumulated other comprehensive loss. During the nine months ended September 30, 2019 and 2018, most major foreign currencies weakened against the U.S. dollar resulting in unrealized translation losses of $20 million and $59 million, respectively, of which $14 million and $33 million related to cash held by foreign subsidiaries as of September 30, 2019 and 2018, respectively. The cash held in foreign currencies will primarily be used for project-related expenditures in those currencies, and therefore the company’s exposure to exchange gains and losses is generally mitigated.

Off-Balance Sheet Arrangements

Guarantees and Commitments

As of September 30, 2019, the company had both committed and uncommitted lines of credit available to be used for revolving loans and letters of credit. As of September 30, 2019, letters of credit and borrowings totaling $1.5 billion were outstanding under these committed and uncommitted lines of credit. The committed lines of credit include a $1.7 billion Revolving Loan and Letter of Credit Facility and a $1.8 billion Revolving Loan and Letter of Credit Facility. Both facilities mature in February 2022. The company may utilize up to $1.75 billion in the aggregate of the combined $3.5 billion committed lines of credit for revolving loans, which may be used for acquisitions and/or general purposes. Each of the credit facilities may be increased up to an additional $500 million subject to certain conditions, and contain customary financial and restrictive covenants, including a debt-to-capitalization ratio that cannot exceed 0.6 to 1.0 and a cap on the aggregate amount of debt of the greater of $750 million or €750 million for the company’s subsidiaries. Borrowings under both facilities, which may be denominated in USD, EUR, GBP or CAD, bear interest at rates based on the Eurodollar Rate or an alternative base rate, plus an applicable borrowing margin.

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In the ordinary course of business, the company enters into various agreements providing performance assurances and guarantees to clients on behalf of certain unconsolidated and consolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities. The performance guarantees have various expiration dates ranging from mechanical completion of the project being constructed to a period extending beyond contract completion in certain circumstances. The maximum potential amount of future payments that the company could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts, was estimated to be $19 billion as of September 30, 2019. Amounts that may be required to be paid in excess of estimated cost to complete contracts in progress are not estimable. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price 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 billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, the company may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors for claims. The company assessed its performance guarantee obligation as of September 30, 2019 and December 31, 2018 in accordance with ASC 460, “Guarantees,” and the carrying value of the liability was not material.

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 the company 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.

Variable Interest Entities

In the normal course of business, the company forms partnerships or joint ventures primarily for the execution of single contracts or projects. The company evaluates each partnership and joint venture to determine whether the entity is a variable interest entity ("VIE"). If the entity is determined to be a VIE, the company assesses whether it is the primary beneficiary and needs to consolidate the entity.

For further discussion of the company’s VIEs, see Note 16 to the Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to market risk in the first nine months of 2019. Accordingly, the disclosures provided in the 2018 10-K remain current.

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 internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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FLUOR CORPORATION

CHANGES IN CONSOLIDATED BACKLOG

UNAUDITED



	Three Months Ended September 30,
(in millions)	2019			2018
Backlog — beginning of period	$	31,892.2		$	27,186.4
New awards	2,628.1			6,343.8
Adjustments and cancellations, net	(397.8		)	208.6
Work performed	(3,870.6		)	(3,787.3		)
Backlog — end of period ⁽¹⁾	$	30,251.9		$	29,951.5



	Nine Months Ended September 30,
(in millions)	2019			2018
Backlog - beginning of period	$	35,510.1		$	27,318.4
New awards	7,664.0			13,472.4
Adjustments and cancellations, net ⁽²⁾	(2,462.6		)	264.0
Work performed	(10,459.6		)	(11,103.3		)
Backlog — end of period ⁽¹⁾	$	30,251.9		$	29,951.5

_______________________________________________________


(1)	Excludes $4.0 billion and $4.9 billion of backlog as of September 30, 2019 and December 31, 2018, respectively, associated with the company's discontinued operations.


(2)	Adjustments and cancellations, net during the nine months ended September 30, 2019 included an adjustment to remove certain contracts associated with the company’s joint venture in Mexico that were suspended during the second quarter of 2019, as well as other project scope adjustments and cancellations.

Adjustments and cancellations, net during the nine months ended September 30, 2018 included an adjustment to increase backlog as a result of the adoption of ASC Topic 606, “Revenue from Contracts with Customers,” on January 1, 2018, and other project scope adjustments and cancellations.

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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.

For information on matters in dispute, see Note 16 to the Consolidated Financial Statements included in the 2018 10-K, and Note 14 to the Condensed Consolidated Financial Statements under Part I, Item 1 of this report.

Item 1A. Risk Factors

There have been no material changes from our risk factors as disclosed in the 2018 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


(c)	The following table provides information about purchases by the company during the quarter ended September 30, 2019 of equity securities that are registered by the company 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, 2019 — July 31, 2019	—	$	—	—	10,513,093

August 1, 2019 — August 31, 2019	—	—		—	10,513,093

September 1, 2019 — September 30, 2019	—	—		—	10,513,093

Total	—	$	—	—

_________________________________________________________

(1)

The share repurchase program was originally announced on November 3, 2011 for 12,000,000 shares and has been amended to increase the size of the program by an aggregate 34,000,000 shares, most recently in February 2016 with an increase of 10,000,000 shares. The company continues to repurchase shares from time to time in open market transactions or privately negotiated transactions, including through pre-arranged trading programs, at its discretion, subject to market conditions and other factors and at such time and in amounts that the company deems appropriate.

Item 4. Mine Safety Disclosures

None.

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Item 6.	Exhibits

EXHIBIT INDEX



Exhibit		Description
3.1		Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on May 8, 2012).
3.2		Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K (Commission file number 1-16129) filed on February 9, 2016).
10.1		Retirement and Release Agreement, effective September 10, 2019, between the registrant and David T. Seaton.*
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(b) of the Exchange Act.*
32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350.*
32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350.*
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH		XBRL Taxonomy Extension Schema Document.*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.*

_______________________________________________________________________


*	New exhibit filed with this report.

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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 thereunto duly authorized.



			FLUOR CORPORATION


Date:	October 31, 2019	By:	/s/ D. Michael Steuert
			D. Michael Steuert
			Executive Vice President and Chief Financial Officer

Date:	October 31, 2019	By:	/s/ Robin K. Chopra
			Robin K. Chopra
			Senior Vice President, Controller and
			Chief Accounting Officer



9/10/2019		/s/ David T. Seaton
DATE SIGNED		DAVID T. SEATON - SIGNATURE

		FLUOR ENTERPRISES, INC.
9/10/2019	BY:	/s/ John Reynolds
DATE SIGNED


c.	Employee aknowledges and agrees that he will not receive any portion of his 2019 Annual Incentive Award or any other bonus payments under the Fluor Corporation 2017 Performance Incentive Plan or any other similar plans.


d.	The payment in Paragraph 1b above is intended to include any and all payments to which Employee may be entitled under the Company’s Executive Severance Policy and are not intended to be in addition to, or duplicative of, the Company’s Executive Severance Policy.


(ii)	For the 2017 and 2018 option grants, Employee shall have the original 10-year term of the Option to exercise. For all other outstanding option grants, Employee shall have three years to exercise vested stock options following his Retirement Date (but in no case beyond the original 10-year term of the option).


f.	All accrued unused TOWP will be included in Employee’s final pay and paid out on the next regular pay date following his retirement from the Company.


g.	Employee may purchase the golf club membership currently owned by Company at Dallas National for an amount equal to the fair market value of such membership interest as determined by Company. Employee shall transfer all other Company memberships held in his name to the Company.


•	Sections 1981 through 1988 of Title 42 of the United States Code;


•	the Uniformed Services Employment and Reemployment Act of 1994;


•	any and all local, municipal, state, or federal statutes, regulations or ordinances;


•	any and all claims arising under state or federal common law;


4.	Waiver of ADEA Claims. The release set forth above includes a waiver of rights and claims which Employee may have arising under the Age Discrimination in Employment Act of 1967 (Title 29, United States Code, Section 621, et seq.) (“ADEA”). In compliance with the Older Workers Benefit and Protection Act of 1990:


a.	Employee is advised to consult with an attorney before accepting this agreement and waiving his rights and claims under the ADEA. Employee understands that by signing this release, he waives his rights and/or claims under the ADEA.


6.	Release Inapplicable to Retirement Benefits. This release does not include a release of Employee's right, if any, to retirement benefits under the Company's standard retirement programs.


9.	Non-Admission of Wrongdoing. By making this Agreement, neither the Company nor the Employee admits that they have done anything wrong.


11.	Other Officer / Director Positions. Employee agrees to resign immediately (whether or not requested by the Company) from any officer or director positions or trusteeships Employee holds with Company, its parent companies and their respective subsidiaries, joint ventures, or related entities and agrees to execute such documents as may be necessary to give effect to his resignation.


13.	Consequences of Employee Breach of Promises. If Employee files a lawsuit based on legal claims that he has released, or otherwise breaches in this Agreement, Employee understands and agrees that the Company will be entitled to assert all rights and remedies, in law and in equity, that it may be entitled to as a result of any breach of this Agreement.


b.	Notwithstanding the foregoing, to the extent any payments under this Agreement are subject to (and not exempt from) Section 409A, it is intended that such payments will comply with Section 409A as amounts payable on the


c.	Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the final regulations issued under Section 409A.


19.	Modifications of Agreement. This Agreement can only be modified in writing and signed by both Employee and an authorized representative of the Company.


20.	Interpretation of Agreement. This Agreement will be interpreted in accordance with the plain meanings of its terms and not strictly for or against either of the parties. The parties agree that any ambiguities will not be construed solely against the drafting party.


2.	Vesting Requirement/Conditions. For the consideration provided in paragraph 1 above, Employee agrees that he will not engage in any detrimental activity as provided for in paragraphs 3 and 4 below.


4.	Confidential / Trade Secrets / Company Proprietary Information. Employee further understands and agrees that in the course of Employee's employment with the Company, Employee has acquired confidential and Company proprietary information and trade secrets concerning the Company's operations, its future plans, pricing strategies, cost of materials,



		EMPLOYEE
9/10/2019		/s/ David T. Seaton
DATE SIGNED		DAVID T. SEATON - SIGNATURE

		FLUOR ENTERPRISES, INC.
9/10/2019	BY:	/s/ John Reynolds
DATE SIGNED



Date: October 31, 2019	By:	/s/ Carlos M. Hernandez
		Carlos M. Hernandez
		Chief Executive Officer


•	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.