Fluor Corporation – Tender Offer - Expiration

Fluor Corporation Announces Expiration of Cash Tender Offer for Its 3.500% Senior Notes Due 2024

14 AUGUST 2023

Full announcement including disclaimers and offer restrictions available via Businesswire

"IRVING, Texas--(BUSINESS WIRE)--Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced the expiration of its cash tender offer to purchase (the “Offer”) any and all of the outstanding 3.500% Senior Notes due 2024 (the “2024 Notes”). The tender offer described herein was made on the terms and conditions set forth in the Offer to Purchase, dated August 7, 2023 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. The tender offer expired at 5:00 p.m., New York City time, on August 11, 2023 (the “Expiration Date”). The settlement date for the Offer will be on or about August 16, 2023 (the “Settlement Date”).

According to information provided by D.F. King & Co., Inc., $114,770,000 aggregate principal amount of the 2024 Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $149,000 aggregate principal amount of the 2024 Notes were tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase (the “Guaranteed Delivery Procedures”) and remain subject to the Holders’ performance of the delivery requirements under such procedures. The table below provides certain information about the tender offer, including the aggregate principal amount of the 2024 Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of 2024 Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date.

The Company plans to accept for purchase $114,770,000 combined aggregate principal amount of 2024 Notes under the tender offer (excluding 2024 Notes delivered pursuant to the Guaranteed Delivery Procedures)."

(1) The amounts exclude the principal amount of 2024 Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. 2024 Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on August 15, 2023. Holders of 2024 Notes must validly tender and not validly withdraw their 2024 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive $975.03 in cash for each $1,000 principal amount of the 2024 Notes on the Settlement Date (the “Consideration”). In addition to the Consideration, Holders whose 2024 Notes are accepted for purchase will receive a cash payment representing the accrued and unpaid interest on such 2024 Notes from the last interest payment date up to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all accepted 2024 Notes, including those tendered through the Guaranteed Delivery Procedures.

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FLUOR CORPORATION ANNOUNCES CASH TENDER OFFER

07 AUGUST 2023

Full announcement including disclaimers and offer restrictions available via SEC

IRVING, Texas (August 7, 2023) - Fluor Corporation (NYSE: FLR) (“Fluor” or the “Company”) today announced that it has commenced a cash tender offer to purchase (the “Offer”) any and all of the outstanding 3.500% Senior Notes due 2024 (the “2024 Notes”) as set forth in the table below.

(1) The consideration (the “Consideration”) payable per $1,000 principal amount of 2024 Notes validly tendered and accepted for purchase will be based on the fixed spread specified in the table above, plus the yield to maturity of the U.S. Treasury Reference Security based on the bid-side price of the U.S. Treasury Reference Security specified above at 11:00 a.m., New York City time, on August 11, 2023 (such date as it may be extended, the “Price Determination Date”). The Consideration does not include accrued interest, which will be paid on the 2024 Notes accepted for purchase by us as described herein. The tender offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated August 7, 2023 (the “Offer to Purchase”). Holders of the 2024 Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the tender offer. The tender offer is not conditioned on any minimum amount of the 2024 Notes being tendered. Subject to applicable law, the Company may amend, extend or terminate the tender offer in its sole discretion. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

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