Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-16129 | |
Entity Registrant Name | FLUOR CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0927079 | |
Entity Address, Address Line One | 6700 Las Colinas Boulevard | |
Entity Address, City or Town | Irving, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75039 | |
City Area Code | 469 | |
Local Phone Number | 398-7000 | |
Title of 12(b) Security | Common Stock, $.01 par value per share | |
Trading Symbol | FLR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 143,237,347 | |
Entity Central Index Key | 0001124198 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 3,752 | $ 3,122 |
Cost of revenue | (3,790) | (2,999) |
Gross profit (loss) | (38) | 123 |
G&A | (62) | (71) |
Impairment | 0 | 63 |
Foreign currency loss | (41) | (19) |
Operating profit (loss) | (141) | 96 |
Interest expense | (16) | (16) |
Interest income | 57 | 7 |
Earnings (loss) before taxes | (100) | 87 |
Income tax expense | (30) | (31) |
Net earnings (loss) | (130) | 56 |
Less: Net earnings (loss) attributable to NCI | (23) | 8 |
Net earnings (loss) attributable to Fluor | (107) | 48 |
Less: Dividends on CPS | 10 | 10 |
Net earnings (loss) available to Fluor common stockholders, basic | (117) | 38 |
Net earnings (loss) available to Fluor common stockholders, diluted | $ (117) | $ 38 |
EPS available to Fluor common stockholders, basic (in dollars per share) | $ (0.82) | $ 0.27 |
EPS available to Fluor common stockholders, diluted (in dollars per share) | $ (0.82) | $ 0.27 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings (loss) | $ (130,000) | $ 56,000 |
OCI, net of tax: | ||
Foreign currency translation adjustment | 46,000 | 29,000 |
Ownership share of equity method investees’ OCI | (1,000) | 1,000 |
DB plan adjustments | 1,000 | 1,000 |
Unrealized gain (loss) on hedges | 0 | (2,000) |
Total OCI, net of tax | 46,000 | 29,000 |
Comprehensive income (loss) | (84,000) | 85,000 |
Less: Comprehensive income (loss) attributable to NCI | (23,000) | 8,000 |
Comprehensive income (loss) attributable to Fluor | $ (61,000) | $ 77,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents ($642 and $706 related to VIEs) | $ 2,137 | $ 2,439 |
Marketable securities ($132 and $130 related to VIEs) | 174 | 185 |
Accounts receivable, net ($149 and $196 related to VIEs) | 1,088 | 1,109 |
Contract assets | 1,063 | 915 |
Other current assets ($25 and $30 related to VIEs) | 375 | 396 |
Total current assets | 4,837 | 5,044 |
Noncurrent assets | ||
PP&E, net ($44 and $45 related to VIEs) | 434 | 447 |
Investments | 612 | 584 |
Deferred taxes | 34 | 34 |
Deferred compensation trusts | 226 | 234 |
Goodwill | 206 | 206 |
Other assets ($77 and $54 related to VIEs) | 281 | 278 |
Total noncurrent assets | 1,793 | 1,783 |
Total assets | 6,630 | 6,827 |
Current liabilities | ||
Accounts payable ($240 and $253 related to VIEs) | 1,068 | 1,017 |
Short-term debt and current portion of long-term debt | 16 | 152 |
Contract liabilities ($380 and $352 related to VIEs) | 765 | 742 |
Accrued salaries, wages and benefits ($22 and $24 related to VIEs) | 574 | 626 |
Other accrued liabilities ($46 related to VIEs in both periods) | 743 | 679 |
Total current liabilities | 3,166 | 3,216 |
Long-term debt | 978 | 978 |
Deferred taxes | 84 | 73 |
Other noncurrent liabilities ($43 and $54 related to VIEs) | 495 | 564 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Preferred stock — authorized 20,000,000 shares ($0.01 par value); issued and outstanding —600,000 shares in 2023 and 2022 | 0 | 0 |
Common stock — authorized 375,000,000 shares ($0.01 par value); issued and outstanding — 143,237,347 and 142,322,247 shares in 2023 and 2022, respectively | 1 | 1 |
APIC | 1,257 | 1,254 |
AOCI | (319) | (365) |
Retained earnings | 780 | 896 |
Total shareholders’ equity | 1,719 | 1,786 |
NCI | 188 | 210 |
Total equity | 1,907 | 1,996 |
Total liabilities and equity | $ 6,630 | $ 6,827 |
CONSOLIDATED BALANCE SHEET - (P
CONSOLIDATED BALANCE SHEET - (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS, VIEs | ||
Cash and cash equivalents | $ 2,137 | $ 2,439 |
Marketable securities, current | 174 | 185 |
Accounts and financing receivable, after allowance for credit loss, current | 1,088 | 1,109 |
Contract with customer, asset, after allowance for credit loss, current | 1,063 | 915 |
Other assets, current | 375 | 396 |
NONCURRENT ASSETS, VIEs | ||
Property, plant and equipment, net | 434 | 447 |
Other assets, noncurrent | 281 | 278 |
Liabilities, Current [Abstract] | ||
Accounts Payable, Current | 1,068 | 1,017 |
Contract liabilities | 765 | 742 |
Employee-related Liabilities, Current | 574 | 626 |
Other accrued liabilities, current | 743 | 679 |
Other noncurrent liabilities | $ 495 | $ 564 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock, authorized shares (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, issued shares (in shares) | 600,000 | 600,000 |
Preferred stock, ouststanding shares (in shares) | 600,000 | 600,000 |
Common stock, authorized shares (in shares) | 375,000,000 | 375,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, issued shares (in shares) | 143,237,347 | 142,322,247 |
Common stock, outstanding shares (in shares) | 143,237,347 | 142,322,247 |
Variable Interest Entity, Primary Beneficiary | ||
CURRENT ASSETS, VIEs | ||
Cash and cash equivalents | $ 642 | $ 706 |
Marketable securities, current | 132 | 130 |
Accounts and financing receivable, after allowance for credit loss, current | 149 | 196 |
Contract with customer, asset, after allowance for credit loss, current | 172 | 186 |
Other assets, current | 25 | 30 |
NONCURRENT ASSETS, VIEs | ||
Property, plant and equipment, net | 44 | 45 |
Other assets, noncurrent | 77 | 54 |
Liabilities, Current [Abstract] | ||
Accounts Payable, Current | 240 | 253 |
Contract liabilities | 380 | 352 |
Employee-related Liabilities, Current | 22 | 24 |
Other accrued liabilities, current | 46 | 46 |
Other noncurrent liabilities | $ 43 | $ 54 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING CASH FLOW | ||
Net earnings (loss) | $ (130) | $ 56 |
Adjustments to reconcile net earnings to operating cash flow: | ||
Impairment | 0 | (63) |
Depreciation and amortization | 18 | 15 |
(Earnings) loss from equity method investments, net of distributions | 0 | (3) |
Loss (gain) on sales of assets (including AMECO-South America in 2023) | 58 | 0 |
Stock-based compensation | 16 | 13 |
Deferred taxes | 12 | 1 |
Changes in assets and liabilities | (133) | (203) |
Other | (2) | (4) |
Operating cash flow | (161) | (188) |
INVESTING CASH FLOW | ||
Purchases of marketable securities | (71) | (158) |
Proceeds from the sales and maturities of marketable securities | 82 | 82 |
Capital expenditures | (20) | (10) |
Proceeds from sales of assets (including AMECO-South America in 2023) | 22 | 3 |
Investments in partnerships and joint ventures | (2) | (24) |
Other | 2 | 2 |
Investing cash flow | 13 | (105) |
FINANCING CASH FLOW | ||
Purchases and retirement of debt | (137) | 0 |
Dividends paid on CPS | (10) | (10) |
Other borrowings (debt repayments) | 2 | 7 |
Distributions paid to NCI | 0 | (7) |
Capital contributions by NCI | 1 | 0 |
Taxes paid on vested restricted stock | (10) | (5) |
Other | (7) | (1) |
Financing cash flow | (161) | (16) |
Effect of exchange rate changes on cash | 7 | 13 |
Increase (decrease) in cash and cash equivalents | (302) | (296) |
Cash and cash equivalents at beginning of period | 2,439 | 2,209 |
Cash and cash equivalents at end of period | 2,137 | 1,913 |
Cash paid for interest | 19 | 20 |
Cash paid for income taxes (net of refunds) | $ 24 | $ 14 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands, shares in Millions | Total | Total Shareholders' Equity | Preferred Stock | Common Stock | APIC | AOCI | Retained Earnings | NCI |
Beginning balance (in shares) at Dec. 31, 2021 | 1 | 141 | ||||||
Beginning balance at Dec. 31, 2021 | $ 1,567,000 | $ 1,393,000 | $ 0 | $ 1,000 | $ 967,000 | $ (366,000) | $ 791,000 | $ 174,000 |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net earnings (loss) | 56,000 | 48,000 | 48,000 | 8,000 | ||||
OCI | 29,000 | 29,000 | 29,000 | 0 | ||||
Capital contributions by NCI | (7,000) | (7,000) | ||||||
Other NCI transactions | 2,000 | 1,000 | 1,000 | 1,000 | ||||
Stock-based compensation (in shares) | 1 | |||||||
Stock-based compensation | (2,000) | (2,000) | 8,000 | (10,000) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 1 | 142 | ||||||
Ending balance at Mar. 31, 2022 | 1,645,000 | 1,469,000 | $ 0 | $ 1,000 | 976,000 | (337,000) | 829,000 | 176,000 |
Beginning balance (in shares) at Dec. 31, 2022 | 1 | 142 | ||||||
Beginning balance at Dec. 31, 2022 | 1,996,000 | 1,786,000 | $ 0 | $ 1,000 | 1,254,000 | (365,000) | 896,000 | 210,000 |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net earnings (loss) | (130,000) | (107,000) | (107,000) | (23,000) | ||||
OCI | 46,000 | 46,000 | 46,000 | |||||
Capital contributions by NCI | 1,000 | 1,000 | ||||||
Other NCI transactions | 2,000 | 2,000 | 2,000 | 0 | ||||
Stock-based compensation (in shares) | 1 | |||||||
Stock-based compensation | (8,000) | (8,000) | 1,000 | (9,000) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 1 | 143 | ||||||
Ending balance at Mar. 31, 2023 | $ 1,907,000 | $ 1,719,000 | $ 0 | $ 1,000 | $ 1,257,000 | $ (319,000) | $ 780,000 | $ 188,000 |
Principles of Consolidation
Principles of Consolidation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation These financial statements do not include footnotes and certain financial information presented annually under GAAP, and therefore, should be read in conjunction with our 2022 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year. The financial statements included herein are unaudited. We believe they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the periods presented. All significant intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in tables may not total or agree back to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to March 31, 2023 through the filing date of this Q1 2023 10-Q. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We did not implement any new accounting pronouncements during the 2023 Quarter. However, we are evaluating the impact of the future disclosures that may arise under recent SEC and other promulgators' proposals |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Potentially dilutive securities include CPS, stock options, RSUs and performance-based award units. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the if-converted and treasury stock methods. In computing diluted EPS, only securities that are actually dilutive are included. 3ME (in millions, except per share amounts) 2023 2022 Net earnings (loss) attributable to Fluor $ (107) $ 48 Less: Dividends on CPS 10 10 Net earnings (loss) available to Fluor common stockholders (117) 38 Weighted average common shares outstanding 142 142 Dilutive effect: CPS — — Stock options, RSUs and performance-based award units — 2 Weighted average diluted shares outstanding 142 144 Basic EPS available to Fluor common stockholders $ (0.82) $ 0.27 Diluted EPS available to Fluor common stockholders $ (0.82) $ 0.27 Anti-dilutive securities not included in shares outstanding: CPS 27 27 Stock options, RSUs and performance-based award units 5 3 |
Operating Information by Segmen
Operating Information by Segment and Geographic Area | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Information by Segment and Geographic Area | Operating Information by Segment and Geographic Area We have decided to retain Stork's North American operations, which largely consists of our operations and maintenance business owned by Fluor prior to our acquisition of Stork. Beginning in the 2023 Quarter, this business line, renamed Plant & Facility Services, is included in our Urban Solutions segment for all periods presented. 3ME (in millions) 2023 2022 Revenue Energy Solutions $ 1,612 $ 1,174 Urban Solutions 1,208 1,061 Mission Solutions 649 593 Other 283 294 Total revenue $ 3,752 $ 3,122 Segment profit (loss) Energy Solutions $ 88 $ 54 Urban Solutions (20) 17 Mission Solutions 7 58 Other (90) (14) Total segment profit (loss) $ (15) $ 115 G&A (62) (71) Impairment — 63 Foreign currency loss (41) (19) Interest income (expense), net 41 (9) Earnings (loss) attributable to NCI (23) 8 Earnings (loss) before taxes $ (100) $ 87 Energy Solutions. Segment profit in the 2023 Quarter included a favorable foreign currency remeasurement effect totaling $22 million (or $0.09 per share) on a project with multiple currencies. Segment profit in the 2023 Quarter and 2022 Quarter included expense of $39 million and $13 million, respectively, related to embedded foreign currency derivatives. Urban Solutions. Segment profit in the 2023 Quarter included a $59 million (or $0.34 per share) charge for rework associated with subcontractor design errors, related schedule impacts and system integration testing timelines on the LAX Automated People Mover project. Intercompany revenue for our professional staffing business, excluded from the amounts shown above, was $69 million and $60 million for the 2023 Quarter and 2022 Quarter, respectively. Mission Solutions. Segment profit in the 2023 Quarter included a $21 million (or $0.12 per share) charge for cost growth resulting from government directed change orders and the associated schedule delays on a weapons facility project. Other . Segment profit (loss) for NuScale, Stork and AMECO follows: 3ME (in millions) 2023 2022 NuScale (1) $ (29) $ (21) Stork 1 4 AMECO (62) 3 Segment profit (loss) $ (90) $ (14) (1) As of March 31, 2023, we had an approximate 56% ownership in NuScale. In March 2023, we sold our AMECO South America business, which included operations in Chile and Peru. This transaction marks the completion of the AMECO divestiture for total proceeds of $144 million, including $17 million during the 2023 Quarter. Previous AMECO divestitures included assets in Africa, the Caribbean, Mexico and North America. Upon the sale of AMECO South America in the 2023 Quarter, we recognized a $60 million negative earnings impact, including $35 million for foreign currency translation. Total assets by segment are as follows: (in millions) March 31, December 31, Energy Solutions $ 1,021 $ 967 Urban Solutions 1,215 1,170 Mission Solutions 572 485 Other 516 583 Corporate 3,306 3,622 Total assets $ 6,630 $ 6,827 Revenue by project location follows: 3ME (in millions) 2023 2022 North America $ 2,651 $ 1,908 Asia Pacific (including Australia) 324 249 Europe 512 549 Central and South America 221 351 Middle East and Africa 44 65 Total revenue $ 3,752 $ 3,122 |
Impairment
Impairment | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Impairment | ImpairmentWe did not recognize any material impairment expense during the 2023 Quarter. During the 2022 Quarter, we reversed $63 million in impairment originally recognized in 2021 when our Stork and AMECO businesses were classified as held for sale due primarily to remeasurement under held and used impairment criteria, for which CTA balances are excluded from carrying value |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate on earnings for the 2023 Quarter was (30.1)% compared to 35.4% for the 2022 Quarter. A reconciliation of U.S. statutory federal income tax expense to income tax expense follows: 3ME (In millions) 2023 2022 U.S. statutory federal tax expense (benefit) $ (21) $ 18 Increase (decrease) in taxes resulting from: State and local income taxes, net of federal income tax effects (3) 1 Valuation allowance 52 16 Foreign tax effects 8 2 Noncontrolling interest 5 (2) Sale of AMECO South America (10) — Other adjustments (1) (4) Total income tax expense $ 30 $ 31 |
Partnerships and Joint Ventures
Partnerships and Joint Ventures | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Partnerships and Joint Ventures | Partnerships and Joint Ventures Many of our partnership and joint venture agreements provide for capital calls to fund operations, as necessary. Investments in a loss position of $379 million and $312 million were included in other accrued liabilities as of March 31, 2023 and December 31, 2022, respectively, and consisted primarily of provision for anticipated losses on legacy infrastructure projects. Accounts receivable related to work performed for unconsolidated partnerships and joint ventures included in “Accounts receivable, net” was $190 million and $185 million as of March 31, 2023 and December 31, 2022, respectively. Variable Interest Entities The aggregate carrying value of unconsolidated VIEs (classified under both "Investments” and “Other accrued liabilities”) was a net liability of $14 million as of March 31, 2023 and a net asset of $46 million as of December 31, 2022. Some of our VIEs have debt; however, such debt is typically non-recourse to us. Our maximum exposure to loss as a result of our 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 March 31, 2023 for the unconsolidated VIEs were $57 million. We are required to consolidate certain VIEs. Assets and liabilities associated with the operations of our consolidated VIEs are presented on the balance sheet. The assets of a VIE are restricted for use only for the particular VIE and are not available for our general operations. We have agreements with certain VIEs to provide financial or performance assurances to clients, as discussed elsewhere. |
Guarantees
Guarantees | 3 Months Ended |
Mar. 31, 2023 | |
Guarantees [Abstract] | |
Guarantees | GuaranteesThe maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $15 billion as of March 31, 2023. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed. For lump-sum 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, we may have recourse to third parties, such as owners, partners, subcontractors or vendors for claims. The performance guarantee obligation was not material as of March 31, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We and certain of our subsidiaries are subject to litigation, claims and other commitments and contingencies, including matters arising in the ordinary course of business, of which the asserted value may be significant. We record accruals in the financial statements for pending legal matters when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While it is reasonably possible that a loss may be incurred in any of the matters identified below, including a loss in excess of amounts accrued, management is unable to estimate the possible loss or range of loss or has determined such amounts to be immaterial. At present, except as set forth below, we do not expect that the ultimate resolution of any open matters will have a material adverse effect on our financial position or results of operations. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable outcomes could involve substantial monetary damages, fines, penalties and other expenditures. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position. We might also enter into an agreement to settle one or more such matters if we determine such settlement is in the best interests of our stakeholders, and any such settlement could include substantial payments. The following disclosures for commitments and contingencies have been updated since the matter was presented in the 2022 10-K. Fluor Australia Ltd., our wholly-owned subsidiary (“Fluor Australia”), completed a cost reimbursable engineering, procurement and construction management services project for Santos Ltd. (“Santos”) involving a large network of natural gas gathering and processing facilities in Queensland, Australia. On December 13, 2016, Santos filed an action in Queensland Supreme Court (the “Court”) against Fluor Australia, asserting various causes of action and seeking damages and/or a refund of contract proceeds paid of AUD $1.47 billion. Santos has joined Fluor to the matter on the basis of a parent company guarantee issued for the project. In March 2023, a panel of three referees appointed by the Court (the "Panel”) issued a draft, non-binding report setting forth recommendations to the Court regarding liability and damages in the lawsuit. When finalized, the Panel’s report has no legal effect unless it is adopted by the Court through an adoption hearing, and the Court can accept or reject, in whole or in part, the Panel’s recommendations. In the draft report, the Panel recommended judgment for Fluor on one of Santos’s damages claims that Santos contends has an approximate value of AUD $700 million, and recommended judgment for Santos on other claims that Santos contends have a roughly equivalent damages value (although the Panel has not yet recommended a precise amount of damages with respect to these claims and the amount of any damages is the subject of further submissions to the Panel). While the project contract contains a liability cap of approximately AUD $236 million, the Panel found that the liability cap did not apply to Santos’s claims. The Panel is expected to issue a final report later in 2023, after which the Court is expected to schedule an adoption hearing. In parallel with further action by the Panel, Fluor has submitted an application to have the Court set aside the reference to the Panel and the Panel’s recommendations on several procedural and substantive grounds, including its failure to apply the project contract’s liability cap. That application is expected to be heard in the third quarter of 2023. Since September 2018, eleven separate purported shareholders' derivative actions were filed against current and former members of the Board of Directors, as well as certain of Fluor’s current and former executives. Fluor is named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Fluor and make substantially the same factual allegations as the securities class action matter which was resolved in 2022, as previously disclosed in our 2022 10-K, and seek various forms of monetary and injunctive relief. These actions are pending in Texas state court (District Court for Dallas County), the U.S. District Court for the District of Delaware, the U.S. District Court for the Northern District of Texas, and the Court of Chancery of the State of Delaware. Certain of these actions were consolidated, and all of these matters are currently stayed. The parties have reached an agreement for a global settlement of these matters. The settlement is subject to court approval, and the parties anticipate seeking that approval from the U.S. District Court for the Northern District of Texas. There have been no substantive changes to the disclosures for the following commitments and contingencies since the matter was presented in the 2022 10-K. Fluor Limited, our wholly-owned subsidiary (“Fluor Limited”), and Fluor Arabia Limited, a partially-owned subsidiary (“Fluor Arabia”), completed cost reimbursable engineering, procurement and construction management services for Sadara Chemical Company (“Sadara”) involving a large petrochemical facility in Jubail, Kingdom of Saudi Arabia. On August 23, 2019, Fluor Limited and Fluor Arabia Limited commenced arbitration proceedings against Sadara after it refused to pay invoices totaling approximately $100 million due under the contracts. As part of the arbitration proceedings, Sadara has asserted various counterclaims for damages and/or a refund of contract proceeds paid totaling $574 million against Fluor Limited and Fluor Arabia Limited. Various wholly-owned subsidiaries of Fluor, in conjunction with a partner, TECHINT, (“Fluor/TECHINT”) performed engineering, procurement and construction management services on a cost reimbursable basis for Barrick Gold Corporation involving a gold mine and ore processing facility on a site straddling the border between Argentina and Chile. In 2013 Barrick terminated the Fluor/TECHINT agreements for convenience and not due to the performance of Fluor/TECHINT. On August 12, 2016, Barrick filed a notice of arbitration against Fluor/TECHINT, demanding damages and/or a refund of contract proceeds paid of not less than $250 million under various claims relating to Fluor/TECHINT’s alleged performance. Proceedings were suspended while the parties explored a possible settlement. In August 2019, Barrick drew down $36 million of letters of credit from Fluor/TECHINT ($24 million from Fluor and $12 million from TECHINT). Thereafter, Barrick proceeded to reactivate the arbitration. Barrick and Fluor/TECHINT exchanged detailed statements of claim and counterclaim pursuant to which Barrick's claim against Fluor/TECHINT totaled $364 million net of amounts acknowledged to be due to Fluor/TECHINT. Fluor Enterprises Inc., our wholly-owned subsidiary, (“Fluor”) in conjunction with a partner, Balfour Beatty Infrastructure, Inc., (“Balfour”) formed a joint venture known as Prairie Link Constructors JV (“PLC”) and, through it, contracted with the North Texas Tollway Authority (“NTTA”) to provide design and build services in relation to the extension of the NTTA’s President George Bush Turnpike highway (“Project”). PLC completed the Project in 2012. In October 2022, the NTTA served PLC, Fluor and Balfour with a petition, filed at Dallas County Court, demanding damages of an unquantified amount under various claims relating to alleged breaches of contract and or negligence. In its initial disclosures as part of the litigation, the NTTA stated that its damages are expected to exceed $100 million and that damages will be calculated by experts and provided in the normal course of the litigation. We have answered the petition and asserted claims for, among other things, indemnity from subcontractors. Other Matters In February 2020, we announced that the SEC is conducting an investigation and requested documents and information related to projects for which we recorded charges in the second quarter of 2019. In April 2020 and January 2022, Fluor received subpoenas from the U.S. DOJ seeking documents and information related to the second quarter 2019 charges; certain of the projects associated with those charges; and certain project accounting, financial reporting and governance matters. These matters remain unresolved, and we have continued to cooperate and engage with the SEC and DOJ regarding these investigations including discussions with the SEC regarding the potential resolution of its investigation. Based upon our assessment in the fourth quarter of 2022, we recorded an accrual related to this matter, although no assurance can be given as to the ultimate outcome of these matters, and we are not able to predict whether any legal, regulatory or reputational impacts of any allegations or resolution of these matters will have a material impact on our results. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities The following summarizes information about our contract assets and liabilities: (in millions) March 31, December 31, Information about contract assets: Contract assets Unbilled receivables - reimbursable contracts $ 866 $ 738 Contract work in progress - lump-sum contracts 197 177 Contract assets $ 1,063 $ 915 Advance billings deducted from contract assets $ 239 $ 220 3ME (in millions) 2023 2022 Information about contract liabilities: Revenue recognized that was included in contract liabilities as of January 1 $ 313 $ 531 We periodically evaluate our project forecasts and the amounts recognized with respect to our claims and unapproved change orders. We include estimated amounts for claims and unapproved change orders in project revenue to the extent it is probable we will realize those amounts. As of March 31, 2023 and December 31, 2022, we had recorded $526 million and $498 million, respectively, of revenue associated with claims and unapproved change orders for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had no material disputed back charges to suppliers or subcontractors as of March 31, 2023 and December 31, 2022. We estimate that our RUPO will be satisfied over the following periods: (in millions) March 31, 2023 Within 1 year $ 13,056 1 to 2 years 7,412 Thereafter 3,890 Total RUPO $ 24,358 |
Remaining Unsatisfied Performan
Remaining Unsatisfied Performance Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Unsatisfied Performance Obligations | Contract Assets and Liabilities The following summarizes information about our contract assets and liabilities: (in millions) March 31, December 31, Information about contract assets: Contract assets Unbilled receivables - reimbursable contracts $ 866 $ 738 Contract work in progress - lump-sum contracts 197 177 Contract assets $ 1,063 $ 915 Advance billings deducted from contract assets $ 239 $ 220 3ME (in millions) 2023 2022 Information about contract liabilities: Revenue recognized that was included in contract liabilities as of January 1 $ 313 $ 531 We periodically evaluate our project forecasts and the amounts recognized with respect to our claims and unapproved change orders. We include estimated amounts for claims and unapproved change orders in project revenue to the extent it is probable we will realize those amounts. As of March 31, 2023 and December 31, 2022, we had recorded $526 million and $498 million, respectively, of revenue associated with claims and unapproved change orders for costs incurred to date. Additional costs, which will increase this balance over time, are expected to be incurred in future periods. We had no material disputed back charges to suppliers or subcontractors as of March 31, 2023 and December 31, 2022. We estimate that our RUPO will be satisfied over the following periods: (in millions) March 31, 2023 Within 1 year $ 13,056 1 to 2 years 7,412 Thereafter 3,890 Total RUPO $ 24,358 |
Debt and Lines of Credit
Debt and Lines of Credit | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Lines of Credit | Debt and Lines of Credit Debt consisted of the following: (in millions) March 31, 2023 December 31, 2022 Borrowings under credit facility $ — $ — Current: 2023 Notes $ — $ 138 Other borrowings 16 14 Total current $ 16 $ 152 Long-term: Senior Notes 2024 Notes 381 $ 381 Unamortized discount on 2024 Notes (1) (1) Unamortized deferred financing costs — — 2028 Notes 600 600 Unamortized discount on 2028 Notes (1) (1) Unamortized deferred financing costs (3) (3) Other long-term borrowings 2 2 Total long-term $ 978 $ 978 Credit Facility As of March 31, 2023, letters of credit totaling $420 million were outstanding under our $1.8 billion credit facility, which was amended in February 2023 to extend the maturity to February 2026. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.1 billion, defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. The credit facility also contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of March 31, 2023, we had not made any borrowings under our credit line and maintained a borrowing capacity of $828 million. Uncommitted Lines of Credit As of March 31, 2023, letters of credit totaling $957 million were outstanding under uncommitted lines of credit. Senior Notes In January 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million with no earnings impact. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock First quarter CPS dividends of $10 million were paid in February 2023. In April 2023, our Board of Directors approved the payment of second quarter CPS dividends of $10 million, payable in May 2023. Each share of CPS is convertible at the holder's option at any time into 44.9585 shares of our common stock per share of CPS. The conversion rate is subject to certain customary adjustments, but no payment or adjustment for accumulated but unpaid dividends will be made upon conversion, subject to certain limited exceptions. The CPS may not be redeemed by us; however, we are able, since May 20, 2022, to elect to cause all outstanding shares of CPS to be converted into shares of our common stock at the conversion rate, subject to certain conditions (and, if such conversion occurs prior to May 20, 2024, the payment of a cash make-whole premium). The most significant condition to our ability to invoke a conversion prior to May 2024 is the requirement that our common stock trade above $28.92 for 20 consecutive trading days, which occurred in the fourth quarter of 2022 and persisted through March 31, 2023. We estimate that the cash make-whole payment would have |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table delineates assets and liabilities that are measured at fair value on a recurring basis: March 31, 2023 December 31, 2022 Fair Value Hierarchy Fair Value Hierarchy (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Deferred compensation trusts (1) $ 11 $ 11 $ — $ — $ 10 $ 10 $ — $ — Derivative assets (2) Foreign currency 8 — 8 — 9 — 9 — Commodity 2 — 2 — 4 — 4 — Liabilities: SMR warrants (3) $ 29 $ 16 $ 13 $ — $ 38 $ 21 $ 17 $ — Derivative liabilities (2) Foreign currency $ 7 $ — $ 7 $ — 8 — 8 — Commodity 1 — 1 — 1 — 1 — _________________________________________________________ (1) Consists of registered money market funds and an equity index fund. These investments, which are trading securities, represent the net asset value at the close of business of the period based on the last trade or official close of an active market or exchange. (2) Foreign currency and commodity derivatives are estimated using pricing models with market-based inputs, which take into account the present value of estimated future cash flows. (3) The SMR warrant liabilities are comprised of public and private placement warrants redeemable by SMR under certain conditions, both measured using the price of the public warrants. The private placement warrants are not publicly traded and have been classified as Level 2 measurements while the public warrants are classified as Level 1. We have measured assets and liabilities held for sale at fair value on a nonrecurring basis. The following summarizes information about financial instruments that are not required to be measured at fair value: March 31, 2023 December 31, 2022 (in millions) Fair Value Carrying Fair Carrying Fair Assets: Cash (1) Level 1 $ 1,226 $ 1,226 $ 1,262 $ 1,262 Cash equivalents (2) Level 2 911 911 1,177 1,177 Marketable securities (2) Level 2 174 174 185 185 Notes receivable, including noncurrent portion (3) Level 3 9 9 9 9 Liabilities: 2023 Senior Notes (4) Level 2 $ — $ — $ 138 $ 138 2024 Senior Notes (4) Level 2 380 372 380 370 2028 Senior Notes (4) Level 2 596 554 596 545 Other borrowings, including noncurrent portion (5) Level 2 18 18 16 16 _________________________________________________________ (1) Cash consists of bank deposits. Carrying amounts approximate fair value. (2) 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. (3) Notes receivable are carried at net realizable value which approximates fair value. Factors considered 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. (4) The fair value of the Senior Notes was estimated based on the quoted market prices and Level 2 inputs. (5) Other borrowings 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Awards Our executive and director stock-based compensation plans are described more fully in the 2022 10-K. In the 2023 and 2022 Quarters, RSUs totaling 383,974 and 367,380, respectively, were granted to executives at a weighted-average grant date fair value of $35.76 and $21.90 per share, respectively, and generally vest over three years. Stock options for the purchase of 178,434 and 250,656 shares at a weighted-average exercise price of $35.76 and $21.90 per share were awarded to executives during the 2023 and 2022 Quarters, respectively. The options granted in 2023 and 2022 generally vest over three years and expire ten years after the grant date. Performance-based award units totaling 274,755 were awarded to certain senior executives and all Section 16 officers during the 2023 Quarter and performance-based award units totaling 426,957 were awarded to Section 16 officers during the 2022 Quarter. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter. For awards granted under the 2023 performance plan, 80% of the award is earned based on achievement of earnings before taxes targets over three one-year periods and 20% of the award is earned based on our three-year cumulative TSR relative to companies in the S&P 500 on the date of the award. For the majority of awards, generally only one-third of the units awarded in any given year are deemed to be granted each year of the 3-year vesting periods. During 2023, the following units were granted based upon the establishment of performance targets: Performance-based Award Units Granted in 2023 Weighted Average 2023 Performance Award Plan 91,585 $39.00 2022 Performance Award Plan 142,319 $35.87 2021 Performance Award Plan 204,622 $46.84 For awards granted under the 2023, 2022 and 2021 performance award 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 award agreements. Liability Awards SGI awards and performance-based awards for other executives vest and become payable at a rate of one-third of the total award each year. Location in Statement of Operations 3ME Compensation Expense (in millions) 2023 2022 SGI awards G&A $ 7 $ 10 Performance-based awards for other executives G&A 7 15 Liabilities (in millions) Location on Balance Sheet March 31, December 31, 2022 SGI awards Accrued salaries, wages and benefits and $ 48 $ 92 Performance-based awards for other executives Accrued salaries, wages and benefits and 16 15 |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The components of OCI follow: 3ME 3ME (in millions) Before-Tax Tax Net-of-Tax Before-Tax Tax Net-of-Tax OCI: Foreign currency translation adjustments $ 46 $ — $ 46 $ 29 $ — $ 29 Ownership share of equity method investees’ OCI (1) — (1) — 1 1 DB plan adjustments 1 — 1 1 — 1 Unrealized gain (loss) on hedges — — — (2) — (2) Total OCI 46 — 46 28 1 29 Less: OCI attributable to NCI — — — — — — OCI attributable to Fluor $ 46 $ — $ 46 $ 28 $ 1 $ 29 The changes in AOCI balances follow: (in millions) Foreign Ownership DB Plans Unrealized AOCI, Net Attributable to Fluor: Balance as of December 31, 2022 $ (328) $ (25) $ (13) $ 1 $ (365) OCI before reclassifications 11 (1) 1 (1) 11 Amounts reclassified from AOCI 35 — — 1 35 Net OCI 46 (1) 1 — 46 Balance as of March 31, 2023 $ (282) $ (26) $ (12) $ 1 $ (319) Attributable to NCI: Balance as of December 31, 2022 $ (2) $ — $ — $ — $ (2) OCI before reclassifications — — — — — Amounts reclassified from AOCI — — — — — Net OCI — — — — — Balance as of March 31, 2023 $ (2) $ — $ — $ — $ (2) Attributable to Fluor: Balance as of December 31, 2021 $ (300) $ (56) $ (18) $ 8 $ (366) OCI before reclassifications 29 1 1 2 33 Amounts reclassified from AOCI — — — (4) (4) Net OCI 29 1 1 (2) 29 Balance as of March 31, 2022 $ (271) $ (55) $ (17) $ 6 $ (337) Attributable to NCI: Balance as of December 31, 2021 $ (3) $ — $ — $ — $ (3) OCI before reclassifications — — — — — Amounts reclassified from AOCI — — — — — Net OCI — — — — — Balance as of March 31, 2022 $ (3) $ — $ — $ — $ (3) The reclassifications out of AOCI follow: Location in Statement of Operations 3ME (in thousands) 2023 2022 Component of AOCI: Foreign currency translation adjustment Cost of revenue $ (35) $ — Income tax benefit Income tax expense (benefit) — — Net of tax $ (35) $ — Unrealized gain (loss) on derivative contracts: Foreign currency contracts Cost of revenue $ (1) $ 5 Income tax expense Income tax expense (benefit) — (1) Net of tax $ (1) $ 4 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | We did not implement any new accounting pronouncements during the 2023 Quarter. However, we are evaluating the impact of the future disclosures that may arise under recent SEC and other promulgators' proposals. |
Earnings Per Share - (Tables)
Earnings Per Share - (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculations of Basic and Diluted EPS | 3ME (in millions, except per share amounts) 2023 2022 Net earnings (loss) attributable to Fluor $ (107) $ 48 Less: Dividends on CPS 10 10 Net earnings (loss) available to Fluor common stockholders (117) 38 Weighted average common shares outstanding 142 142 Dilutive effect: CPS — — Stock options, RSUs and performance-based award units — 2 Weighted average diluted shares outstanding 142 144 Basic EPS available to Fluor common stockholders $ (0.82) $ 0.27 Diluted EPS available to Fluor common stockholders $ (0.82) $ 0.27 Anti-dilutive securities not included in shares outstanding: CPS 27 27 Stock options, RSUs and performance-based award units 5 3 |
Operating Information by Segm_2
Operating Information by Segment and Geographic Area - (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule Of Operating Information And Assets By Reportable Segment | 3ME (in millions) 2023 2022 Revenue Energy Solutions $ 1,612 $ 1,174 Urban Solutions 1,208 1,061 Mission Solutions 649 593 Other 283 294 Total revenue $ 3,752 $ 3,122 Segment profit (loss) Energy Solutions $ 88 $ 54 Urban Solutions (20) 17 Mission Solutions 7 58 Other (90) (14) Total segment profit (loss) $ (15) $ 115 G&A (62) (71) Impairment — 63 Foreign currency loss (41) (19) Interest income (expense), net 41 (9) Earnings (loss) attributable to NCI (23) 8 Earnings (loss) before taxes $ (100) $ 87 Other . Segment profit (loss) for NuScale, Stork and AMECO follows: 3ME (in millions) 2023 2022 NuScale (1) $ (29) $ (21) Stork 1 4 AMECO (62) 3 Segment profit (loss) $ (90) $ (14) (1) As of March 31, 2023, we had an approximate 56% ownership in NuScale. Total assets by segment are as follows: (in millions) March 31, December 31, Energy Solutions $ 1,021 $ 967 Urban Solutions 1,215 1,170 Mission Solutions 572 485 Other 516 583 Corporate 3,306 3,622 Total assets $ 6,630 $ 6,827 |
Schedule of Revenues from External Customers and Assets by Geographical Areas | Revenue by project location follows: 3ME (in millions) 2023 2022 North America $ 2,651 $ 1,908 Asia Pacific (including Australia) 324 249 Europe 512 549 Central and South America 221 351 Middle East and Africa 44 65 Total revenue $ 3,752 $ 3,122 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of U.S. statutory federal income tax expense to income tax expense follows: 3ME (In millions) 2023 2022 U.S. statutory federal tax expense (benefit) $ (21) $ 18 Increase (decrease) in taxes resulting from: State and local income taxes, net of federal income tax effects (3) 1 Valuation allowance 52 16 Foreign tax effects 8 2 Noncontrolling interest 5 (2) Sale of AMECO South America (10) — Other adjustments (1) (4) Total income tax expense $ 30 $ 31 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Liabilities | The following summarizes information about our contract assets and liabilities: (in millions) March 31, December 31, Information about contract assets: Contract assets Unbilled receivables - reimbursable contracts $ 866 $ 738 Contract work in progress - lump-sum contracts 197 177 Contract assets $ 1,063 $ 915 Advance billings deducted from contract assets $ 239 $ 220 3ME (in millions) 2023 2022 Information about contract liabilities: Revenue recognized that was included in contract liabilities as of January 1 $ 313 $ 531 |
Remaining Unsatisfied Perform_2
Remaining Unsatisfied Performance Obligations - (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of remaining performance obligation | We estimate that our RUPO will be satisfied over the following periods: (in millions) March 31, 2023 Within 1 year $ 13,056 1 to 2 years 7,412 Thereafter 3,890 Total RUPO $ 24,358 |
Debt and Lines of Credit (Table
Debt and Lines of Credit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: (in millions) March 31, 2023 December 31, 2022 Borrowings under credit facility $ — $ — Current: 2023 Notes $ — $ 138 Other borrowings 16 14 Total current $ 16 $ 152 Long-term: Senior Notes 2024 Notes 381 $ 381 Unamortized discount on 2024 Notes (1) (1) Unamortized deferred financing costs — — 2028 Notes 600 600 Unamortized discount on 2028 Notes (1) (1) Unamortized deferred financing costs (3) (3) Other long-term borrowings 2 2 Total long-term $ 978 $ 978 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis | The following table delineates assets and liabilities that are measured at fair value on a recurring basis: March 31, 2023 December 31, 2022 Fair Value Hierarchy Fair Value Hierarchy (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Deferred compensation trusts (1) $ 11 $ 11 $ — $ — $ 10 $ 10 $ — $ — Derivative assets (2) Foreign currency 8 — 8 — 9 — 9 — Commodity 2 — 2 — 4 — 4 — Liabilities: SMR warrants (3) $ 29 $ 16 $ 13 $ — $ 38 $ 21 $ 17 $ — Derivative liabilities (2) Foreign currency $ 7 $ — $ 7 $ — 8 — 8 — Commodity 1 — 1 — 1 — 1 — _________________________________________________________ (1) Consists of registered money market funds and an equity index fund. These investments, which are trading securities, represent the net asset value at the close of business of the period based on the last trade or official close of an active market or exchange. (2) Foreign currency and commodity derivatives are estimated using pricing models with market-based inputs, which take into account the present value of estimated future cash flows. (3) The SMR warrant liabilities are comprised of public and private placement warrants redeemable by SMR under certain conditions, both measured using the price of the public warrants. The private placement warrants are not publicly traded and have been classified as Level 2 measurements while the public warrants are classified as Level 1. |
Schedule Of Carrying Values And Estimated Fair Values Of Financial Instruments Not Required To Be Measured At Fair Value | The following summarizes information about financial instruments that are not required to be measured at fair value: March 31, 2023 December 31, 2022 (in millions) Fair Value Carrying Fair Carrying Fair Assets: Cash (1) Level 1 $ 1,226 $ 1,226 $ 1,262 $ 1,262 Cash equivalents (2) Level 2 911 911 1,177 1,177 Marketable securities (2) Level 2 174 174 185 185 Notes receivable, including noncurrent portion (3) Level 3 9 9 9 9 Liabilities: 2023 Senior Notes (4) Level 2 $ — $ — $ 138 $ 138 2024 Senior Notes (4) Level 2 380 372 380 370 2028 Senior Notes (4) Level 2 596 554 596 545 Other borrowings, including noncurrent portion (5) Level 2 18 18 16 16 _________________________________________________________ (1) Cash consists of bank deposits. Carrying amounts approximate fair value. (2) 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. (3) Notes receivable are carried at net realizable value which approximates fair value. Factors considered 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. (4) The fair value of the Senior Notes was estimated based on the quoted market prices and Level 2 inputs. (5) Other borrowings 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. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | During 2023, the following units were granted based upon the establishment of performance targets: Performance-based Award Units Granted in 2023 Weighted Average 2023 Performance Award Plan 91,585 $39.00 2022 Performance Award Plan 142,319 $35.87 2021 Performance Award Plan 204,622 $46.84 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | Location in Statement of Operations 3ME Compensation Expense (in millions) 2023 2022 SGI awards G&A $ 7 $ 10 Performance-based awards for other executives G&A 7 15 Liabilities (in millions) Location on Balance Sheet March 31, December 31, 2022 SGI awards Accrued salaries, wages and benefits and $ 48 $ 92 Performance-based awards for other executives Accrued salaries, wages and benefits and 16 15 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) - (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of Tax Effects of Components of Other Comprehensive Income (Loss) | The components of OCI follow: 3ME 3ME (in millions) Before-Tax Tax Net-of-Tax Before-Tax Tax Net-of-Tax OCI: Foreign currency translation adjustments $ 46 $ — $ 46 $ 29 $ — $ 29 Ownership share of equity method investees’ OCI (1) — (1) — 1 1 DB plan adjustments 1 — 1 1 — 1 Unrealized gain (loss) on hedges — — — (2) — (2) Total OCI 46 — 46 28 1 29 Less: OCI attributable to NCI — — — — — — OCI attributable to Fluor $ 46 $ — $ 46 $ 28 $ 1 $ 29 |
Schedule of Changes in Accumulated Other Comprehensive Income Balances By Component (After-Tax) | The changes in AOCI balances follow: (in millions) Foreign Ownership DB Plans Unrealized AOCI, Net Attributable to Fluor: Balance as of December 31, 2022 $ (328) $ (25) $ (13) $ 1 $ (365) OCI before reclassifications 11 (1) 1 (1) 11 Amounts reclassified from AOCI 35 — — 1 35 Net OCI 46 (1) 1 — 46 Balance as of March 31, 2023 $ (282) $ (26) $ (12) $ 1 $ (319) Attributable to NCI: Balance as of December 31, 2022 $ (2) $ — $ — $ — $ (2) OCI before reclassifications — — — — — Amounts reclassified from AOCI — — — — — Net OCI — — — — — Balance as of March 31, 2023 $ (2) $ — $ — $ — $ (2) Attributable to Fluor: Balance as of December 31, 2021 $ (300) $ (56) $ (18) $ 8 $ (366) OCI before reclassifications 29 1 1 2 33 Amounts reclassified from AOCI — — — (4) (4) Net OCI 29 1 1 (2) 29 Balance as of March 31, 2022 $ (271) $ (55) $ (17) $ 6 $ (337) Attributable to NCI: Balance as of December 31, 2021 $ (3) $ — $ — $ — $ (3) OCI before reclassifications — — — — — Amounts reclassified from AOCI — — — — — Net OCI — — — — — Balance as of March 31, 2022 $ (3) $ — $ — $ — $ (3) |
Schedule of Significant Items Reclassified Out of Aoci and Corresponding Location and Impact | The reclassifications out of AOCI follow: Location in Statement of Operations 3ME (in thousands) 2023 2022 Component of AOCI: Foreign currency translation adjustment Cost of revenue $ (35) $ — Income tax benefit Income tax expense (benefit) — — Net of tax $ (35) $ — Unrealized gain (loss) on derivative contracts: Foreign currency contracts Cost of revenue $ (1) $ 5 Income tax expense Income tax expense (benefit) — (1) Net of tax $ (1) $ 4 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Amounts Attributable to Parent, Disclosures [Abstract] | ||
Net earnings (loss) attributable to Fluor | $ (107) | $ 48 |
Less: Dividends on CPS | 10 | 10 |
Net earnings (loss) available to Fluor common stockholders, basic | $ (117) | $ 38 |
Weighted average common shares outstanding (shares) | 142 | 142 |
Dilutive effect: | ||
CPS (in shares) | 0 | 0 |
Stock options, RSUs and performance-based award units (in shares) | 0 | 2 |
Weighted average diluted shares outstanding (in shares) | 142 | 144 |
EPS available to Fluor common stockholders, basic (in dollars per share) | $ (0.82) | $ 0.27 |
EPS available to Fluor common stockholders, diluted (in dollars per share) | $ (0.82) | $ 0.27 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities Excluded from Computation of EPS (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CPS | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not in shares outstanding (in shares) | 27 | 27 |
Stock options, RSUs and performance-based award units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not in shares outstanding (in shares) | 5 | 3 |
Operating Information by Segm_3
Operating Information by Segment and Geographic Area - Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 3,752 | $ 3,122 |
Segment profit (loss) | (141) | 96 |
G&A | (62) | (71) |
Impairment | 0 | 63 |
Foreign currency loss | (41) | (19) |
Earnings (loss) before taxes | (100) | 87 |
Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
G&A | (62) | (71) |
Impairment | 0 | 63 |
Foreign currency loss | (41) | (19) |
Interest income (expense), net | 41 | (9) |
Earnings (loss) attributable to NCI | (23) | 8 |
Earnings (loss) before taxes | (100) | 87 |
Continuing Operations | Reportable segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,752 | 3,122 |
Segment profit (loss) | (15) | 115 |
Continuing Operations | Reportable segments | Energy Solutions | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,612 | 1,174 |
Segment profit (loss) | 88 | 54 |
Continuing Operations | Reportable segments | Urban Solutions | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,208 | 1,061 |
Segment profit (loss) | (20) | 17 |
Continuing Operations | Reportable segments | Mission Solutions | ||
Segment Reporting Information [Line Items] | ||
Revenue | 649 | 593 |
Segment profit (loss) | 7 | 58 |
Continuing Operations | Reportable segments | Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 283 | 294 |
Segment profit (loss) | $ (90) | $ (14) |
Operating Information by Segm_4
Operating Information by Segment and Geographic Area - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment reporting information | ||
Revenue | $ 3,752 | $ 3,122 |
Disposal Group, Not Discontinued Operations | AMECO | ||
Segment reporting information | ||
Proceeds from divestiture of businesses | 144 | |
Cash divestiture | 17 | |
Loss on sale | 60 | |
AMECO divestiture, negative impact on earnings from foreign currency translation | $ 35 | |
Fluor Corporation | NuScale | Disposal Group, Not Discontinued Operations | ||
Segment reporting information | ||
Entity's interest in partnership or joint venture (percent) | 56% | |
Energy Solutions | ||
Segment reporting information | ||
Expense from embedded foreign currency derivatives | $ 39 | 13 |
Energy Solutions | Large LNG Project | ||
Segment reporting information | ||
Effect of forecast revision on estimated project cost | $ 22 | |
Effect of forecast revision on estimated project cost (in dollars per share) | $ 0.09 | |
Urban Solutions | LAX Automated People Mover project | ||
Segment reporting information | ||
Effect of forecast revision on estimated project cost | $ 59 | |
Effect of forecast revision on estimated project cost (in dollars per share) | $ 0.34 | |
Urban Solutions | Professional Staffing Business | Consolidation, Eliminations | ||
Segment reporting information | ||
Revenue | $ 69 | $ 60 |
Mission Solutions | Weapons Facility Project | ||
Segment reporting information | ||
Effect of forecast revision on estimated project cost | $ 21 | |
Effect of forecast revision on estimated project cost (in dollars per share) | $ 0.12 |
Operating Information by Segm_5
Operating Information by Segment and Geographic Area - Other Segment Profit (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | $ (141) | $ 96 |
Reportable segments | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | (15) | 115 |
Reportable segments | Other | Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | (90) | (14) |
Reportable segments | Other | Continuing Operations | NuScale | ||
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | (29) | (21) |
Reportable segments | Other | Continuing Operations | Stork | ||
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | 1 | 4 |
Reportable segments | Other | Continuing Operations | AMECO | ||
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | $ (62) | $ 3 |
Operating Information by Segm_6
Operating Information by Segment and Geographic Area - Total Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Segment reporting information | ||
Total assets | $ 6,630 | $ 6,827 |
Reportable segments | Energy Solutions | ||
Segment reporting information | ||
Total assets | 1,021 | 967 |
Reportable segments | Urban Solutions | ||
Segment reporting information | ||
Total assets | 1,215 | 1,170 |
Reportable segments | Mission Solutions | ||
Segment reporting information | ||
Total assets | 572 | 485 |
Reportable segments | Other | ||
Segment reporting information | ||
Total assets | 516 | 583 |
Corporate | ||
Segment reporting information | ||
Total assets | $ 3,306 | $ 3,622 |
Operating Information by Segm_7
Operating Information by Segment and Geographic Area - External Revenue and Total Assets by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 3,752 | $ 3,122 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 2,651 | 1,908 |
Asia Pacific (including Australia) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 324 | 249 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 512 | 549 |
Central and South America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 221 | 351 |
Middle East and Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 44 | $ 65 |
Impairment - Narrative (Details
Impairment - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Energy Solutions | Stork and AMECO | |
Restructuring [Line Items] | |
Fair value adjustment of Stork and AMECO assets | $ (63) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate, continuing operations (as a percent) | (30.10%) | 35.40% |
U.S. statutory federal tax expense (benefit) | $ (21) | $ 18 |
Increase (decrease) in taxes resulting from: | ||
State and local income taxes, net of federal income tax effects | (3) | 1 |
Valuation allowance | 52 | 16 |
Foreign tax effects | 8 | 2 |
Noncontrolling interest | 5 | (2) |
Sale of AMECO South America | (10) | 0 |
Other adjustments | (1) | (4) |
Income tax expense | $ 30 | $ 31 |
Partnerships and Joint Ventur_2
Partnerships and Joint Ventures - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Other accrued liabilities | $ (743) | $ (679) |
Variable Interest Entity, Not Primary Beneficiary | ||
Schedule of Equity Method Investments [Line Items] | ||
Other accrued liabilities | (14) | |
Net ( liability) assets | 46 | |
Variable Interest Entity, Not Primary Beneficiary | Future funding commitment | ||
Schedule of Equity Method Investments [Line Items] | ||
Commitment amount | 57 | |
Variable Interest Entity, Not Primary Beneficiary | Accrued Liabilities | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in loss position, included in other accrued liabilities | 379 | 312 |
Variable Interest Entity, Not Primary Beneficiary | Accounts and notes receivable, net | ||
Schedule of Equity Method Investments [Line Items] | ||
Accounts receivable, net | $ 190 | $ 185 |
Guarantees - Narrative (Details
Guarantees - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Guarantor Obligations [Line Items] | ||
Performance guarantee obligation not material | $ 0 | $ 0 |
Performance Guarantee | ||
Guarantor Obligations [Line Items] | ||
Estimated performance guarantees outstanding | $ 15,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | |||||||
Aug. 23, 2019 AUD ($) | Dec. 13, 2016 AUD ($) referee | Oct. 31, 2022 USD ($) | Sep. 30, 2018 action | Mar. 31, 2023 USD ($) | Aug. 31, 2019 USD ($) | Aug. 23, 2019 USD ($) | Aug. 12, 2016 USD ($) | |
Loss Contingencies [Line Items] | ||||||||
Number of actions filed | action | 11 | |||||||
Santos Ltd. | Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 1,470 | |||||||
Estimate of possible loss | $ 236 | |||||||
Loss Contingency, Trial or Alternative Dispute Resolution, Number of Referees Apointed | referee | 3 | |||||||
Loss Contingency, Panel Referred Damages Awarded from Other Party, Value | $ 700 | |||||||
Sadara Chemical Company | Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 100 | |||||||
Estimate of possible loss | $ 574,000,000 | |||||||
Fluor/TECHINT | Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Estimate of possible loss | $ 364,000,000 | $ 250,000,000 | ||||||
North Texas Tollway Authority | Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 100,000,000 | |||||||
Barrick | Fluor/TECHINT | ||||||||
Loss Contingencies [Line Items] | ||||||||
Letters of credit outstanding, amount | $ 36,000,000 | |||||||
Parent Company | Barrick | Fluor/TECHINT | ||||||||
Loss Contingencies [Line Items] | ||||||||
Letters of credit outstanding, amount | 24,000,000 | |||||||
Partnership Interest | Barrick | Fluor/TECHINT | ||||||||
Loss Contingencies [Line Items] | ||||||||
Letters of credit outstanding, amount | $ 12,000,000 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Contract assets | |||
Unbilled receivables - reimbursable contracts | $ 866 | $ 738 | |
Contract work in progress - lump-sum contracts | 197 | 177 | |
Contract assets | 1,063 | 915 | |
Advance billings deducted from contract assets | 239 | 220 | |
Information about contract liabilities: | |||
Revenue recognized that was included in contract liabilities as of January 1 | 313 | $ 531 | |
Claim revenue for costs | $ 526 | $ 498 |
Remaining Unsatisfied Perform_3
Remaining Unsatisfied Performance Obligations - Schedule of remaining performance obligation (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining unsatisfied performance obligation | $ 24,358 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining unsatisfied performance obligation | $ 13,056 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligation (in years) | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining unsatisfied performance obligation | $ 7,412 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligation (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining unsatisfied performance obligation | $ 3,890 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligation (in years) |
Debt and Lines of Credit - Sche
Debt and Lines of Credit - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Financing Arrangements | ||
Borrowings under credit facility | $ 0 | $ 0 |
Short-term debt and current portion of long-term debt | 16 | 152 |
Long-term debt | 978 | 978 |
Other long-term borrowings | 2 | 2 |
Total long-term | 978 | 978 |
2023 Notes | ||
Financing Arrangements | ||
Short-term debt and current portion of long-term debt | 0 | 138 |
Other Debt Obligations | ||
Financing Arrangements | ||
Short-term debt and current portion of long-term debt | 16 | 14 |
2024 Notes | ||
Financing Arrangements | ||
Long-term debt | 381 | 381 |
Unamortized discount | (1) | (1) |
Unamortized deferred financing costs | 0 | 0 |
2028 Notes | ||
Financing Arrangements | ||
Long-term debt | 600 | 600 |
Unamortized discount | (1) | (1) |
Unamortized deferred financing costs | $ (3) | $ (3) |
Debt and Lines of Credit - Narr
Debt and Lines of Credit - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2023 USD ($) | Jan. 31, 2023 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | |
2023 Notes | ||||
Financing Arrangements | ||||
Repayments of Debt | $ 140 | € 129 | ||
Lines of credit | ||||
Financing Arrangements | ||||
Amount outstanding under credit facilities | $ 420 | |||
Lines of credit | Committed Line of Credit | ||||
Financing Arrangements | ||||
Remaining borrowing capacity of credit facility | 828 | |||
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | ||||
Financing Arrangements | ||||
Maximum borrowing capacity | 1,800 | |||
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | Subsidiaries | ||||
Financing Arrangements | ||||
Covenant minimum liquidity | 1,100 | |||
Covenant minimum liquidity, after repayments of debt | $ 1,000 | |||
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | Minimum | ||||
Financing Arrangements | ||||
Ratio of consolidated debt to tangible net worth (as a percent) | 60% | |||
Lines of credit | Committed Line of Credit | Revolving Loan And Letter Of Credit Facility Agreement | Maximum | Subsidiaries | ||||
Financing Arrangements | ||||
Aggregate amount of debt | $ 750 | € 750 | ||
Lines of credit | Uncommitted Line of Credit | ||||
Financing Arrangements | ||||
Amount outstanding under credit facilities | $ 957 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) segment $ / shares | |
Class of Stock [Line Items] | |||
Preferred stock dividends paid | $ 10 | ||
Preferred stock, convertible, conversion rate (in shares) | 44.9585 | ||
Subsequent Event | |||
Class of Stock [Line Items] | |||
Preferred stock dividends declared amount | $ 10 | ||
Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Force conversion required minimum common stock trade price (in dollars per share) | $ / shares | $ 28.92 | ||
Preferred stock, conversion feature, threshold consecutive trading days (in days) | segment | 20 | ||
Preferred stock, estimated make-whole payment estimate | $ 60 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair value of assets and liabilities measured on recurring basis | ||
Deferred compensation trusts | $ 11 | $ 10 |
SMR Warrants | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative liabilities | 29 | 38 |
Foreign currency contracts | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative assets | 8 | 9 |
Derivative liabilities | 7 | 8 |
Commodity | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative assets | 2 | 4 |
Derivative liabilities | 1 | 1 |
Level 1 | ||
Fair value of assets and liabilities measured on recurring basis | ||
Deferred compensation trusts | 11 | 10 |
Level 1 | SMR Warrants | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative liabilities | 16 | 21 |
Level 2 | SMR Warrants | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative liabilities | 13 | 17 |
Level 2 | Foreign currency contracts | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative assets | 8 | 9 |
Derivative liabilities | 7 | 8 |
Level 2 | Commodity | ||
Fair value of assets and liabilities measured on recurring basis | ||
Derivative assets | 2 | 4 |
Derivative liabilities | $ 1 | $ 1 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Not Required to be Measured at Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Value | Level 2 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Marketable securities, current | $ 174 | $ 185 |
Carrying Value | Level 2 | 2023 Notes | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 0 | 138 |
Carrying Value | Level 2 | 2024 Notes | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 380 | 380 |
Carrying Value | Level 2 | 2028 Notes | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 596 | 596 |
Carrying Value | Level 2 | Other borrowings | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 18 | 16 |
Carrying Value | Level 3 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Notes receivable, including noncurrent portion | 9 | 9 |
Carrying Value | Cash | Level 1 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Cash and cash equivalents | 1,226 | 1,262 |
Carrying Value | Cash Equivalents | Level 2 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Cash and cash equivalents | 911 | 1,177 |
Fair Value | Level 2 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Marketable securities, current | 174 | 185 |
Fair Value | Level 2 | 2023 Notes | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 0 | 138 |
Fair Value | Level 2 | 2024 Notes | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 372 | 370 |
Fair Value | Level 2 | 2028 Notes | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 554 | 545 |
Fair Value | Level 2 | Other borrowings | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Debt | 18 | 16 |
Fair Value | Level 3 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Notes receivable, including noncurrent portion | 9 | 9 |
Fair Value | Cash | Level 1 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Cash and cash equivalents | 1,226 | 1,262 |
Fair Value | Cash Equivalents | Level 2 | ||
Estimated fair values of the company's financial instruments that are not measured at fair value on a recurring basis | ||
Cash and cash equivalents | $ 911 | $ 1,177 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2023 period $ / shares shares | Mar. 31, 2022 $ / shares shares | |
Stock-Based Plans | ||
Percent of earnings before taxes | 80% | |
Number of measurement periods | period | 3 | |
Earnings before taxes measurement periods (in years) | 1 year | |
Award vesting measurement, percent of TSR | 20% | |
Award vesting measurement, TSR period (in years) | 3 years | |
Restricted Stock Units | Executives | ||
Stock-Based Plans | ||
Granted (in shares) | 383,974 | 367,380 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 35.76 | $ 21.90 |
Vesting period ( in years ) | 3 years | 3 years |
Stock Options | ||
Stock-Based Plans | ||
Vesting period ( in years ) | 3 years | |
Expiration period (in years) | 10 years | |
Stock Options | Executives | ||
Stock-Based Plans | ||
Options granted (in shares) | 178,434 | 250,656 |
Options granted weighted-average exercise price, per share (in dollars per share) | $ / shares | $ 35.76 | $ 21.90 |
Performance-Based Awards | ||
Stock-Based Plans | ||
Vesting period ( in years ) | 3 years | |
Performance-Based Awards | Executives | ||
Stock-Based Plans | ||
Granted (in shares) | 274,755 | 426,957 |
Stock-Based Compensation - VDI
Stock-Based Compensation - VDI Units Granted (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
2023 Performance Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance-based Award Units Granted in 2023 (in shares) | shares | 91,585 |
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 39 |
2022 Performance Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance-based Award Units Granted in 2023 (in shares) | shares | 142,319 |
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 35.87 |
2021 Performance Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance-based Award Units Granted in 2023 (in shares) | shares | 204,622 |
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 46.84 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - Executives - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
SGI Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liabilities associated with SGI awards | $ 48 | $ 92 | |
SGI Awards | Corporate General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 7 | $ 10 | |
Performance-Based Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liabilities associated with SGI awards | 16 | $ 15 | |
Performance-Based Awards | Corporate General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 7 | $ 15 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) - Tax Effects of Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | $ 46,000 | $ 28,000 |
Tax Benefit (Expense) | 0 | 1,000 |
Total OCI, net of tax | 46,000 | 29,000 |
Foreign currency translation adjustments | ||
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | 46,000 | 29,000 |
Tax Benefit (Expense) | 0 | 0 |
Total OCI, net of tax | 46,000 | 29,000 |
Ownership share of equity method investees’ OCI | ||
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | (1,000) | 0 |
Tax Benefit (Expense) | 0 | 1,000 |
Total OCI, net of tax | (1,000) | 1,000 |
DB plan adjustments | ||
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | 1,000 | 1,000 |
Tax Benefit (Expense) | 0 | 0 |
Total OCI, net of tax | 1,000 | 1,000 |
Unrealized gain (loss) on hedges | ||
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | 0 | (2,000) |
Tax Benefit (Expense) | 0 | 0 |
Total OCI, net of tax | 0 | (2,000) |
Less: OCI attributable to NCI | ||
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | 0 | 0 |
Tax Benefit (Expense) | 0 | 0 |
Total OCI, net of tax | 0 | 0 |
AOCI | ||
Tax effects of the components of other comprehensive income (loss) | ||
Before-Tax Amount | 46,000 | 28,000 |
Tax Benefit (Expense) | 0 | 1,000 |
Total OCI, net of tax | $ 46,000 | $ 29,000 |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) - Changes in AOCI Balances by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | $ 1,996,000 | $ 1,567,000 |
Total OCI, net of tax | 46,000 | 29,000 |
Ending balance | 1,907,000 | 1,645,000 |
AOCI, Net | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | (365,000) | (366,000) |
OCI before reclassifications | 11,000 | 33,000 |
Amounts reclassified from AOCI | 35,000 | (4,000) |
Total OCI, net of tax | 46,000 | 29,000 |
Ending balance | (319,000) | (337,000) |
Foreign Currency Translation | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | (328,000) | (300,000) |
OCI before reclassifications | 11,000 | 29,000 |
Amounts reclassified from AOCI | 35,000 | 0 |
Total OCI, net of tax | 46,000 | 29,000 |
Ending balance | (282,000) | (271,000) |
Ownership Share of Equity Method Investees’ OCI | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | (25,000) | (56,000) |
OCI before reclassifications | (1,000) | 1,000 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | (1,000) | 1,000 |
Ending balance | (26,000) | (55,000) |
DB Plans | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | (13,000) | (18,000) |
OCI before reclassifications | 1,000 | 1,000 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | 1,000 | 1,000 |
Ending balance | (12,000) | (17,000) |
Unrealized Gain (Loss) on Hedges | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | 1,000 | 8,000 |
OCI before reclassifications | (1,000) | 2,000 |
Amounts reclassified from AOCI | 1,000 | (4,000) |
Total OCI, net of tax | 0 | (2,000) |
Ending balance | 1,000 | 6,000 |
Less: OCI attributable to NCI | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | (2,000) | (3,000) |
OCI before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | 0 | 0 |
Ending balance | (2,000) | (3,000) |
Foreign Currency Translation | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | (2,000) | (3,000) |
OCI before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | 0 | 0 |
Ending balance | (2,000) | (3,000) |
Ownership Share of Equity Method Investees’ OCI | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | 0 | 0 |
OCI before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | 0 | 0 |
Ending balance | 0 | 0 |
DB Plans | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | 0 | 0 |
OCI before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | 0 | 0 |
Ending balance | 0 | 0 |
Unrealized Gain (Loss) on Hedges | ||
Changes in AOCI balances by component (after-tax) | ||
Beginning balance | 0 | 0 |
OCI before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 0 | 0 |
Total OCI, net of tax | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Other Comprehensive Income (L_5
Other Comprehensive Income (Loss) - Significant Items Reclassified Out of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reclassifications out of accumulated other comprehensive income (loss) | ||
Income tax expense | $ (30,000) | $ (31,000) |
Net earnings (loss) | (130,000) | 56,000 |
Reclassified out of AOCI | Ownership Share of Equity Method Investees’ OCI | ||
Reclassifications out of accumulated other comprehensive income (loss) | ||
Cost of revenue | (35,000) | 0 |
Income tax expense | 0 | 0 |
Net earnings (loss) | (35,000) | 0 |
Reclassified out of AOCI | Unrealized Gain (Loss) on Hedges | ||
Reclassifications out of accumulated other comprehensive income (loss) | ||
Income tax expense | 0 | (1,000) |
Net earnings (loss) | (1,000) | 4,000 |
Reclassified out of AOCI | Unrealized Gain (Loss) on Hedges | Foreign currency contracts | ||
Reclassifications out of accumulated other comprehensive income (loss) | ||
Cost of revenue | $ (1,000) | $ 5,000 |