10-K/A: Fluor Amends 2025 10-K to Include NuScale Financials
Annual Report Amendment
Fluor Corporation filed an amendment to its 2025 Annual Report on Form 10-K to incorporate the consolidated financial statements of its equity investee, NuScale Power Corporation.
Summary
- Fluor Corporation filed Amendment No. 1 (Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- The primary purpose of this amendment is to include the consolidated financial statements of NuScale Power Corporation, a significant equity investee, as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and 2023.
- NuScale's financial statements were prepared by NuScale, audited in accordance with PCAOB standards, and originally filed with NuScale's Annual Report on Form 10-K for the year ended December 31, 2025, on February 26, 2026.
- New certifications from Fluor's principal executive officer and principal financial officer, pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, are included with this amendment.
- This amendment does not modify or update Fluor's consolidated financial position, results of operations, or cash flows, nor does it reflect events occurring after the original filing date of February 17, 2026.
- The aggregate market value of Fluor's common stock held by non-affiliates was approximately $8.2 billion as of June 30, 2025.
- As of January 31, 2026, 146,564,673 shares of Fluor's common stock, $0.01 par value per share, were outstanding.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral, administrative filing primarily focused on regulatory compliance by incorporating required financial statements of an equity investee, without providing new operational or financial performance data for Fluor.
Future Outlook
This amendment does not contain any forward-looking statements or guidance from Fluor Corporation, as its purpose is to incorporate historical financial statements of an equity investee and update certifications.
Management Comments
- "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report."
- "Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report."
- "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."
Industry Context
StockSavvy.ai notes that this is a standard compliance filing for a large engineering and construction firm with significant equity investments, particularly in the energy sector (NuScale Power). The inclusion of an equity investee's financials is a common requirement for companies with substantial influence or ownership in other public entities, ensuring transparency for investors and adherence to regulatory standards.
Comparison to Industry Standards
- The filing adheres to Rule 3-09 of Regulation S-X, which mandates the inclusion of separate financial statements for significant equity method investees, a standard practice across industries for publicly traded companies with material investments.
- The inclusion of CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906 is a universal corporate governance standard for U.S. public companies, ensuring accountability for financial reporting accuracy.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Certification Compliance | Inclusion of new certifications from the principal executive officer (James R. Breuer) and principal financial officer (John C. Regan) pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. | March 2, 2026 | Enhances corporate accountability and transparency regarding the accuracy and completeness of financial reporting, reinforcing investor confidence in the integrity of the disclosed information. |
Stakeholder Impact
- Shareholders: Provides more comprehensive financial information by including NuScale's financials, aiding in a more complete assessment of Fluor's equity investments and overall financial health.
- Regulatory Authorities: Demonstrates Fluor's continued compliance with SEC Rule 3-09 of Regulation S-X and the certification requirements of the Sarbanes-Oxley Act.
Key Dates
| Date | Description |
|---|---|
| December 31, 2023 | End of fiscal year for NuScale financial statements included in the amendment. |
| May 3, 2024 | Date of Fluor's Quarterly Report on Form 10-Q (referenced for various exhibits). |
| June 30, 2025 | Date for the aggregate market value of Fluor's common stock held by non-affiliates. |
| August 1, 2025 | Date of Fluor's Quarterly Report on Form 10-Q (referenced for Exhibit 10.23). |
| November 7, 2025 | Date of Fluor's Quarterly Report on Form 10-Q (referenced for Exhibits 10.22, 10.24). |
| December 31, 2024 | End of fiscal year for NuScale financial statements included in the amendment. |
| December 31, 2025 | End of fiscal year for Fluor's Annual Report and NuScale financial statements included in the amendment. |
| January 31, 2026 | Date for the number of outstanding common stock shares. |
| February 17, 2026 | Original filing date of Fluor's Annual Report on Form 10-K for the year ended December 31, 2025. |
| February 26, 2026 | Date NuScale Power Corporation's Annual Report on Form 10-K was filed; date of Ernst & Young LLP's report on NuScale's financials. |
| March 2, 2026 | Filing date of this Amendment No. 1 on Form 10-K/A. |
Recommendation
holdThis filing is an administrative amendment to include required financial statements of an equity investee and updated certifications. It does not contain new operational results, strategic developments, or financial performance metrics for Fluor Corporation that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as investors await further substantive updates on Fluor's core business performance.
Keywords
Fluor Corporation, NuScale Power Corporation, 10-K/A, Annual Report Amendment, SEC filing, financial statements, equity investee, Sarbanes-Oxley, corporate governance, compliance
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