Fluor Corporation

Offer to Purchase for Cash

Any and All of Fluor Corporation’s 3.500% Senior Notes due 2024


The Offer (as defined herein) will expire at 5:00 p.m., New York City time, on August 11, 2023, unless extended or terminated (such time and date, as the same may be extended or terminated by us in our sole discretion subject to applicable law, the “Expiration Date”). Holders (as defined herein) of Notes (as defined herein) must validly tender (or deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined herein)) and not validly withdraw their Notes at or prior to the Expiration Date in order to be eligible to receive the Consideration (as defined herein). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on August 11, 2023 (such time and date, as the same may be extended by us in our sole discretion, the “Withdrawal Deadline”), but may not thereafter be validly withdrawn, unless otherwise required by applicable law. The Offer is being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) relating to the Notes and the accompanying notice of guaranteed delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery”).


Series of Notes

CUSIP / ISIN Numbers 1

Aggregate Principal Amount Outstanding

U.S. Treasury Reference Security(2)


3.500% Senior Notes due 2024


343412AC6 / US343412AC69


$381,014,000


1.000% UST due December 15, 2024

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(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this Offer to Purchase (as defined herein) or printed on the Notes. It is provided solely for the convenience of Holders of the Notes.

(2) The consideration (the “Consideration”) payable per $1,000 principal amount of Notes validly tendered and accepted for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”), plus the yield to maturity of the U.S. Treasury Reference Security (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Reference Security specified above (the “Reference Page”) 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 sum of the Fixed Spread and the Reference Yield is referred to as the “Repurchase Yield.” The Consideration does not include Accrued Interest (as defined herein), which will be paid on Notes accepted for purchase by us as described herein.

To view copies of the Offer to Purchase documents please click on the links below

Offer to Purchase

Press Release

Any questions or requests for assistance may be directed to the Dealer Managers at their respective addresses and telephone numbers set forth below. Additional copies of this Notice of Guaranteed Delivery may be obtained from the Tender and Information Agent at the address, email address or telephone numbers set forth below. A Holder may also contact such Holder’s broker, dealer, custodian bank, depository, trust company or other nominee for assistance concerning the Offer.

The Tender and Information Agent for the Offer is:

D.F. KING & CO., INC.

48 Wall Street, 22nd Floor
New York, New York 10005

Banks and Brokers call: (212) 269-5550
Toll free: (00)791-3319
Email: fluor@dfking.com

The Dealer Managers for the Offer are:

BofA Securities, Inc.

620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Attn: Debt Advisory
Toll-Free: +1 (888) 292-0070
U.S.: +1 (646) 743-0698
Email: debt_advisory@bofa.com


BNP Paribas Securities Corp.

787 Seventh Avenue
New York, New York 10019
Attention: Liability Management Group
Toll-Free: +1 (888) 210-4358
U.S.: +1 (212) 841-3059



Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attn: Liability Management Group
Toll-Free: +1 (704) 410-4759
Email: liabilitymanagement@wellsfargo.com