FLUOR CORP (FLR) FY 2022 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements.
Results of Operations
During the first quarter of 2022, we determined that our Stork business and the remaining unsold AMECO equipment business no longer met all of the requirements to be classified as Disc Ops, primarily as a result of uncertainties related to the timing of this sale. Therefore, both Stork and the remaining AMECO business are reported as Cont Ops for all periods presented and included in our Other segment.
In the second quarter of 2022, NuScale became a public company (NYSE ticker:SMR) through a reverse recapitalization with a public shell company. We continue to control and consolidate NuScale.
In the third quarter of 2022, we agreed to arrangements to facilitate the sail away of a legacy upstream project from the fabrication yard in China. These agreements reduced our exposure to liquidated damages and created partially client funded incentives for the fabricator. Sail away was accomplished during the fourth quarter of 2022.
During the fourth quarter of 2022, the Infrastructure business line progressed commercial resolution of various claims on several projects. A global claim for time and cost relief was submitted to the client on an international bridge project and agreements in principle for schedule relief were achieved on two other domestic infrastructure projects. These actions resulted in a reduction of risk related to the exposure to liquidated damages in the project forecasts.
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| YEAR ENDED DECEMBER 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | |||||||||||||||
| Revenue | ||||||||||||||||||
| Energy Solutions | $ | 5,872 | $ | 4,956 | $ | 5,271 | ||||||||||||
| Urban Solutions | 3,921 | 4,416 | 5,854 | |||||||||||||||
| Mission Solutions | 2,289 | 3,063 | 3,033 | |||||||||||||||
| Other | 1,662 | 1,721 | 1,630 | |||||||||||||||
| Total revenue | $ | 13,744 | $ | 14,156 | $ | 15,788 | ||||||||||||
| Segment profit (loss) $ and margin % | ||||||||||||||||||
| Energy Solutions | $ | 301 | 5.1 | % | $ | 250 | 5.0 | % | $ | 169 | 3.2 | % | ||||||
| Urban Solutions | 3 | 0.1 | % | 38 | 0.9 | % | 161 | 2.8 | % | |||||||||
| Mission Solutions | 136 | 5.9 | % | 155 | 5.1 | % | 87 | 2.9 | % | |||||||||
| Other | (13) | NM | (28) | NM | (75) | NM | ||||||||||||
| Total segment profit (loss) $ and margin %(1) | $ | 427 | 3.1 | % | $ | 415 | 2.9 | % | $ | 342 | 2.2 | % | ||||||
| G&A | (237) | (226) | (215) | |||||||||||||||
| Impairment | 24 | (290) | (380) | |||||||||||||||
| Gain (loss) on pension settlement | 42 | (198) | — | |||||||||||||||
| Foreign currency gain (loss) | 25 | (13) | (47) | |||||||||||||||
| Interest income (expense), net | 35 | (73) | (46) | |||||||||||||||
| Earnings (loss) from Cont Ops attributable to NCI | (72) | 39 | 68 | |||||||||||||||
| Earnings (loss) from Cont Ops before taxes | 244 | (346) | (278) | |||||||||||||||
| Income tax (expense) benefit | (171) | (20) | (23) | |||||||||||||||
| Net earnings (loss) from Cont Ops | 73 | (366) | (301) | |||||||||||||||
| Less: Net earnings (loss) from Cont Ops attributable to NCI | (72) | 39 | 68 | |||||||||||||||
| Net earnings (loss) from Cont Ops attributable to Fluor | 145 | (405) | (369) | |||||||||||||||
| Less: Dividends on CPS | 39 | 24 | — | |||||||||||||||
| Net earnings (loss) from Cont Ops available to Fluor common stockholders | $ | 106 | $ | (429) | $ | (369) | ||||||||||||
| New awards | ||||||||||||||||||
| Energy Solutions | $ | 6,511 | $ | 3,313 | $ | 2,013 | ||||||||||||
| Urban Solutions | 6,799 | 2,721 | 3,563 | |||||||||||||||
| Mission Solutions | 5,347 | 2,718 | 1,883 | |||||||||||||||
| Other | 1,158 | 1,218 | 1,546 | |||||||||||||||
| Total new awards | $ | 19,815 | $ | 9,970 | $ | 9,005 | ||||||||||||
| New awards related to projects located outside of the U.S. | 46 | % | 61 | % | 58 | % | ||||||||||||
| (in millions) | December 31, 2022 | December 31, 2021 | ||||||||||||||||
| Backlog | ||||||||||||||||||
| Energy Solutions | $ | 9,134 | $ | 9,324 | ||||||||||||||
| Urban Solutions | 9,900 | 7,048 | ||||||||||||||||
| Mission Solutions | 5,666 | 2,562 | ||||||||||||||||
| Other | 1,349 | 1,866 | ||||||||||||||||
| Total backlog | $ | 26,049 | $ | 20,800 | ||||||||||||||
| Backlog related to projects located outside of the U.S. | 49 | % | 65 | % | ||||||||||||||
| Backlog related to lump-sum projects | 37 | % | 59 | % |
(1)Total segment profit (loss) is a non-GAAP financial measure. We believe that total segment profit (loss) provides a meaningful perspective on our results as it is the aggregation of individual segment profit (loss) measures that we use to evaluate and manage our performance.
During the first quarter of 2022, we suspended any new investment in our Russian operations. We have evaluated our financial exposure through December 31, 2022 and do not believe that, should existing conditions in Eastern Europe persist,
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we would have a material impairment of our assets. Our backlog on projects in the impacted region is not significant to future revenue or margin. We continue to monitor the circumstances in Eastern Europe and wind down our existing contractual obligations while complying with all regulatory limitations placed on new and existing business for projects and clients based in the region.
While we experienced reductions in demand for certain services and the delay or abandonment of ongoing or anticipated projects during the COVID pandemic, our ability to win work was not materially impacted by COVID during 2022. Although many of our projects are in a state we consider normal, we continue to deal with the effects of COVID on our operating results as our estimates are inclusive of COVID effects and client recoveries.
During 2022, consolidated revenue declined slightly due to volume declines on projects which were completed or nearing completion in the Urban Solutions and Mission Solutions segments. During 2021, consolidated revenue declined due to volume declines on projects which were completed or nearing completion in the Energy Solutions and Urban Solutions segments as well as the cancellation of three large projects that were in progress in the prior year.
Segment profit for 2022 was relatively flat compared to 2021. During 2021, improvements in segment profit in the Energy Solutions, Mission Solutions and Other segments were partially offset by a significant decline in segment profit for Urban Solutions where we recognized a $138 million charge for procurement and subcontractor cost growth on a legacy infrastructure project.
The effective tax rate from Cont Ops was 70%, (6%) and (8%) for 2022, 2021 and 2020, respectively. A reconciliation of U.S. statutory federal income tax expense (benefit) to income tax expense (benefit) from Cont Ops follows:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. statutory federal tax expense (benefit) | $ | 51 | $ | (73) | $ | (58) | ||||
| Increase (decrease) in taxes resulting from: | ||||||||||
| State and local income taxes | — | 12 | (12) | |||||||
| Other permanent items, net | 10 | 36 | — | |||||||
| NCI | 15 | (7) | (9) | |||||||
| Foreign tax differential, net | (106) | (11) | 38 | |||||||
| Valuation allowance, net | 194 | 103 | 167 | |||||||
| Other changes to uncertain tax positions | — | 1 | 7 | |||||||
| Stranded tax effects from AOCI | — | (52) | — | |||||||
| CARES Act benefit | 2 | 2 | (125) | |||||||
| Other, net | 5 | 9 | 15 | |||||||
| Total income tax expense | $ | 171 | $ | 20 | $ | 23 |
Our results were significantly impacted by evolving foreign currency rates in 2022. During 2022, the U.S. dollar appreciated significantly against the Euro, the British Pound and the Canadian Dollar.
Our profit margin percentages, in some cases, may be favorably or unfavorably impacted by a change in the amount of CFM, which are accounted for as pass-through costs.
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The increase in backlog resulted from significant new awards booked during 2022, particularly during the third quarter. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere. RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions.
Impairment
Impairment expense, included in Cont Ops, for 2022, 2021 and 2020 is summarized as follows:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | |||||||
| Impairment: | ||||||||||
| Goodwill associated with the Other reporting unit | $ | 40 | $ | 13 | $ | 169 | ||||
| Intangible customer relationship associated with Stork | — | — | 27 | |||||||
| Energy Solutions' equity method investments | — | 28 | 86 | |||||||
| Information technology assets | — | 16 | 16 | |||||||
| Fair value adjustment of Stork and AMECO assets | (63) | 233 | 74 | |||||||
| Total impairment | $ | (24) | $ | 290 | $ | 372 |
During 2022, we reversed $63 million of impairment originally recognized in 2021 when our Stork and AMECO businesses were classified as held for sale. The reversal relates primarily to remeasurement under held-and-used impairment criteria, for which CTA balances are excluded from carrying value.
Gain (Loss) on Pension Settlement
In 2021, we settled the majority of the obligations of our largest DB plan, which provided retirement benefits to certain employees in the Netherlands, and recognized a loss on settlement of $198 million. In 2022, we finalized the settlement of the remaining obligations of this plan and recognized a gain on settlement of $42 million.
Segment Operations
We provide professional services in the fields of EPC, fabrication and modularization, and project management services, on a global basis and serve a diverse set of industries worldwide.
Energy Solutions
Revenue in 2022 increased due to the ramp up of execution activities on a chemicals project in China, recently awarded mid-scale LNG projects and refinery projects in Mexico partially offset by declines in the volume of execution activity for projects nearing completion. Revenue in 2021 decreased due to declines in the volume of execution activities for projects nearing completion and the cancellation of a chemicals project in North America partially offset by the ramp up of execution activities on a refinery project in Mexico and a chemicals project in China.
Segment profit in 2022 was higher due to an increase in execution activities and volume from new and existing LNG projects as well as the ramp up of execution activities on the chemicals project in China and the refinery projects in Mexico partially offset by declines in the volume of execution activity for projects nearing completion. The increase in segment profit in 2022 was further driven by adjustments to our COVID-related positions on a project. Segment profit in 2021 increased due to the ramp up of execution activities on the refinery project in Mexico and the LNG project in Canada and the collection of previously reserved accounts receivable but was partially offset by losses on embedded foreign currency derivatives, the decline in execution activity for projects nearing completion and the cancellation of the chemicals project in North America. The change in segment profit margin in 2022 and 2021 reflects these same factors.
New awards in 2022 increased due to a large award for a chemicals project in China and mid-scale LNG projects in North America. New awards in 2021 increased due to awards for a refinery project in Mexico. No significant awards were booked in 2020 due to the impact of COVID and declining oil prices on our customers' capital spend. Backlog in 2022 remained relatively flat. Backlog decreased during 2021 primarily due to the cancellation of the chemicals project in North America.
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Urban Solutions
Revenue in 2022 decreased primarily due to the completion of three large mining projects partially offset by increased execution activities on a life sciences project and a mining project in South America. Revenue in 2021 decreased due to the close out of data center projects in Europe and mining projects in South America and Australia as well as the cancellation of a rail project and a steel project that were in progress in the prior year periods.
Segment profit in 2022 reflects a $86 million charge for additional rework and schedule delays on a highway project, a $54 million charge for cost growth and delay mitigation costs on an international bridge project and a $35 million charge for subcontractor cost escalation and productivity estimates on an automated people mover project. The decline in segment profit in 2022 was partially offset by a gain on the sale of the majority of our interest in an infrastructure joint venture. Segment profit in 2021 reflects a charge of $138 million for procurement and subcontractor cost growth, delays and disruptions in schedule on the international bridge project. The decline in segment profit in 2021 was further impacted by forecast revisions for schedule delays and productivity on a light rail project but partially offset by the favorable resolution of a long-standing customer dispute on a road project as well as a gain on the sale of our interest in an infrastructure joint venture. The change in 2022 and 2021 segment profit margin reflects the same factors affecting segment profit.
New awards in 2022 increased due to a large metals project in the U.S., mining projects in Australia and Greece and a highway project in Texas. New awards in 2021 decreased partly due to delayed procurement efforts by many of our clients. New awards in 2021 included a large life sciences project in Europe. New awards in 2020 included a highway project in Texas. Backlog increased during 2022 due to the new award activity. Backlog declined during 2021 due to the cancellation of a steel project coupled with lower new awards. Our staffing business does not report new awards or backlog.
Mission Solutions
Revenue in 2022 decreased primarily due to the completion of a DOE contract in 2021, the completion of a contingency and humanitarian support project in the first quarter of 2022 and the closure of LOGCAP in Afghanistan partially offset by increased execution activities on three DOE contracts. Revenue in 2021 was flat compared to 2020. In 2021, the ramp up of execution activities on a contingency and humanitarian support project was offset by the decline in revenue related to the closure of LOGCAP in Afghanistan.
The decrease in segment profit in 2022 was driven by the closure of LOGCAP in Afghanistan, the completion of the DOE contract in 2021 and the completion of the contingency and humanitarian support project in the first quarter of 2022 partially offset by the favorable resolution of close out items on the completed Army Corps of Engineers project. The increase in segment profit in 2021 was driven by the ramp up of execution activities on the evacuee support project discussed above, increased execution activity on our DOE projects, higher than anticipated performance-based fees, the release of COVID cost reserves and the collection of previously reserved accounts receivable and the reversal of the related provision partially offset by the closure of the army logistics and life support program in Afghanistan. The change in segment profit margin in 2022 and 2021 reflects these same factors.
New awards in 2022 increased due to a 4-year contract extension on the DOE Savannah River Site. New awards in 2021 increased due to extensions on certain DOE projects as well as the award for contingency and humanitarian support for Afghan evacuees. During 2022, the NNSA canceled a significant management and operating contract for two facilities that was previously awarded to a Fluor-led team. We intend to re-bid on the now separate site contacts. Backlog increased during 2022 due to the significant award mentioned above. Backlog included $3.9 billion and $445 million of unfunded government contracts as of December 31, 2022 and 2021, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated.
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Other
Other includes the operations of NuScale, Stork and the remaining AMECO business.
| YEAR ENDED DECEMBER 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| NuScale (1) | $ | (73) | $ | (69) | $ | (84) | |||||
| Stork | 59 | 35 | (6) | ||||||||
| AMECO | 1 | 6 | 15 | ||||||||
| Segment profit (loss) | $ | (13) | $ | (28) | $ | (75) | |||||
| (1)NuScale expenses included in the determination of segment profit were as follows: | |||||||||||
| NuScale expenses | $ | (179) | $ | (169) | $ | (159) | |||||
| Less: DOE reimbursable expenses | 74 | 69 | 71 | ||||||||
| NuScale expenses, net | (105) | (100) | (88) | ||||||||
| Less: Attributable to NCI | 32 | 31 | 4 | ||||||||
| NuScale profit (loss) | $ | (73) | $ | (69) | $ | (84) |
The increase in NuScale expenses during 2022 and 2021 was primarily due to an increase in compensation. 2022 also had a slight increase in insurance and R&D. Costs directly related to the reverse recapitalization were recorded as equity. NuScale received capital contributions from outside investors of $193 million during 2021. As of December 31, 2022, Fluor had an approximate 56% ownership in NuScale. During 2022, Stork sold land lease rights in Europe and recognized a gain of $18 million.
G&A
| YEAR ENDED DECEMBER 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| G&A | |||||||||||
| Compensation | $ | 145 | $ | 164 | $ | 122 | |||||
| SEC investigation / Internal review costs | 38 | 27 | 42 | ||||||||
| Facilities | 16 | 14 | 15 | ||||||||
| Exit costs | 7 | — | — | ||||||||
| Reserve for legacy legal claims | 5 | — | — | ||||||||
| Severance | 1 | 8 | 4 | ||||||||
| Gain on sale of land and buildings | (11) | (13) | — | ||||||||
| Other | 36 | 26 | 32 | ||||||||
| G&A | $ | 237 | $ | 226 | $ | 215 |
The decrease in compensation expense in 2022 compared to 2021 was driven by $6 million of salary reductions associated with lower headcount and $10 million in lower incentive compensation for our executives. The increase in compensation expense in 2021 compared to 2020 was primarily due to higher stock price driven compensation and higher performance-based compensation including annual bonus projections.
We continue to incur professional fees associated with the SEC investigation. The internal review began in the first quarter of 2020 and was substantially completed in the fourth quarter of 2020.
Net Interest Income (Expense)
The increase in net interest income during 2022 was primarily due to an increase in interest rates on cash deposits including at our joint ventures in Canada and Mexico as well as the redemption of $509 million of 2023 and 2024 Notes in the latter half of 2021. The increase in net interest expense during 2021 was driven by a loss of $20 million on the debt redemption as well as costs to refinance our credit facility.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are described in the notes to our financial statements. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available through the
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date of the issuance of the financial statements and, accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of our financial statements apply to the following critical accounting policies:
Revenue Recognition for Long-Term Contracts. We recognize our engineering and construction contract revenue over time as we provide services to satisfy our performance obligations. We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost. Use of the cost-to-cost measure of progress requires us to prepare estimates of total expected revenue and cost to complete our projects.
CFM are included in revenue and cost of revenue when (1) we believe that we are acting as a principal rather than as an agent, (2) the contract includes construction activity and (3) we have visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. If we lose visibility mid-project, we cease recognizing future CFM but do not de-recognize previous amounts of CFM.
Due to the nature of our industry, there is significant complexity in our estimation of total expected revenue and cost, for which we must make significant judgments. Our contracts with our customers may contain several types of variable consideration, including claims, unpriced change orders, award and incentive fees, liquidated damages and penalties or other provisions that can either increase or decrease the contract price to arrive at estimated revenue. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled upon completion of a project. We include estimated amounts in the transaction price to the extent it is probable we will realize that amount. Our estimates of variable consideration and our determination of its inclusion in project revenue are based on an assessment of our anticipated performance and other information that may be available to us.
At a project level, we have specific practices and procedures to review our estimate of total revenue and cost. Each project team reviews the progress and execution of our performance obligations, which impact the project’s accounting outcome. As part of this process, the project team reviews information such as any outstanding key contract matters, progress towards completion and the related program schedule and identified risks and opportunities. The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our project estimates, which can change from period to period due to a variety of factors including:
•Complexity in original design;
•Extent of changes from original design;
•Different site conditions than assumed in our bid;
•The productivity, availability and skill level of labor;
•Limitations associated with workforce distancing;
•Weather conditions when executing a project;
•The technical maturity of the technologies involved;
•Length of time to complete the project;
•Availability and cost of equipment and materials;
•Subcontractor and joint venture partner performance;
•Expected costs of warranties; and
•Our ability to recover for additional contract costs.
We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. If we estimate that a project will have costs in excess of revenue, we recognize the total loss in the period it is identified.
Fair Value Measurements. We are often required to use fair value measurement techniques with inputs that require the use of estimates and involve significant judgment. These circumstances include:
•Impairment testing of goodwill and indefinite-lived intangibles when quantitative analysis is deemed necessary
•Impairment testing of long-lived assets when impairment indicators are present
•Impairment testing of investments as part of other than temporary impairment assessments when impairment indicators are present
•Fair value assessments of businesses held for sale that are reported at fair value less cost to sell
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When performing quantitative fair value or impairment evaluations, we estimate the fair value of our assets by considering the results of either or both income-based and market-based valuation approaches. Under the income approach, we prepare a discounted cash flow valuation model using recent forecasts and compare the estimated fair value of each asset to its carrying value. Cash flow forecasts are discounted using the appropriate weighted-average cost of capital at the date of evaluation. The weighted-average cost of capital is comprised of the cost of equity and the cost of debt with a weighting for each that reflects our current capital structure which can be significantly impacted by volatility in interest rates as seen during 2022. Preparation of long-term forecasts involve significant judgments involving consideration of our backlog, expected future awards, customer attrition, working capital assumptions, and general market trends and conditions. Significant changes in these forecasts or any valuation assumptions, such as the discount rate selected, could affect the estimated fair value of our assets and could result in impairment expenses. Under the market approach, we consider market information such as multiples of comparable publicly traded companies and/or completed sales transactions to develop or validate our fair value conclusions, when appropriate and available.
As part of our assessment of goodwill in 2022, we recognized impairment expense of $40 million in our Other segment. The fair value of the Other reporting unit was determined using a combination of observable level 2 inputs, including indicative offers and ongoing negotiations for the related assets.
Recent Accounting Pronouncements
Item is described more fully in the Notes to Financial Statements.
Litigation and Matters in Dispute Resolution
Item is described more fully in the Notes to Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from operations, capacity under our credit facilities and, when necessary, access to capital markets. We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.
During 2022, Moody's revised our rating outlook to stable due to an improving risk and margin profile resulting from a higher proportion of reimbursable work in backlog as well as our consistent project execution. Our credit facility 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, which is a two notch downgrade from our current S&P credit rating of BBB- and a one notch downgrade from our current Moody's credit rating of Ba1. If we are required to provide collateral, it would consist broadly of liens on our U.S. assets.
In December 2022, we announced the early redemption of our 2023 Notes which totaled €129 million for their face value. This redemption was completed in January 2023, using cash on hand. We expect to address the maturity of the 2024 Notes through available liquidity, cash generated by our operations or via a new securities issue.
As of December 31, 2022, letters of credit totaling $394 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 $1.2 billion, all as defined in the amended credit facility. 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 December 31, 2022 and through the issuance of this 10-K, we had not made any borrowings under our credit line and maintained a borrowing capacity of $819 million.
Cash and cash equivalents combined with marketable securities would have been $2.5 billion as of December 31, 2022 after the impacts of redeeming all 2023 Notes compared to $2.3 billion as of December 31, 2021. Cash balances as of December 31, 2022 and 2021 include cash and cash equivalents and marketable securities held by NuScale of $338 million and $90 million, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $1.1 billion as of December 31, 2022 and $992 million as of December 31, 2021. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access.
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In evaluating our liquidity needs, we consider cash and cash equivalents held by our consolidated variable interest entities (joint ventures and partnerships). These amounts (which totaled $706 million and $630 million as of December 31, 2022 and 2021, respectively) were not necessarily readily available for general purposes. We do not include our share of cash held by our proportionately consolidated joint ventures and partnerships in our consolidated cash balances even though these amounts may be significant. We also consider the extent to which client advances (which totaled $102 million and $127 million as of December 31, 2022 and 2021, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. In some cases, it may not be financially efficient to move cash and cash equivalents between countries due to statutory dividend limitations and/or adverse tax consequences. We did not consider any cash to be permanently reinvested outside the U.S. as of December 31, 2022 and 2021, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | |||||||
| OPERATING CASH FLOW | $ | 31 | $ | 25 | $ | 186 | ||||
| INVESTING CASH FLOW | ||||||||||
| Proceeds from sales and maturities (purchases) of marketable securities | (64) | (104) | (16) | |||||||
| Capital expenditures | (75) | (75) | (113) | |||||||
| Proceeds from sales of assets incl. AMECO-North America | 95 | 146 | 112 | |||||||
| Investments in partnerships and joint ventures | (53) | (80) | (29) | |||||||
| Other | 19 | (9) | 5 | |||||||
| Investing cash flow | (78) | (122) | (41) | |||||||
| FINANCING CASH FLOW | ||||||||||
| Proceeds from NuScale de-SPAC transaction | 341 | — | — | |||||||
| Proceeds from sale of NuScale interest | 107 | — | — | |||||||
| Proceeds from issuance of CPS | — | 582 | — | |||||||
| Purchases and retirement of debt | (41) | (525) | — | |||||||
| Debt extinguishment costs | — | (2) | — | |||||||
| Dividends paid (on CPS in 2022 and 2021 and common stock in 2020) | (39) | (19) | (29) | |||||||
| Distributions paid to NCI | (60) | (109) | (23) | |||||||
| Capital contributions by NCI | 21 | 202 | 110 | |||||||
| Other | (14) | (7) | (10) | |||||||
| Financing cash flow | 315 | 122 | 48 | |||||||
| Effect of exchange rate changes on cash | (38) | (15) | 9 | |||||||
| Increase (decrease) in cash and cash equivalents | 230 | 10 | 202 | |||||||
| Cash and cash equivalents at beginning of year | 2,209 | 2,199 | 1,997 | |||||||
| Cash and cash equivalents at end of year | $ | 2,439 | $ | 2,209 | $ | 2,199 | ||||
| Cash paid during the year for: | ||||||||||
| Interest | $ | 54 | $ | 90 | $ | 66 | ||||
| Income taxes (net of refunds) | 99 | 75 | 65 |
Operating Activities
Cash flows from operating activities result primarily from our EPC activities and are affected by our earnings level and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project and the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of December 31, 2022, our backlog included $1.8 billion for loss projects which may have a negative impact on our operating cash flow in future periods.
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Our operating cash flow for 2022 and 2021 was negatively impacted by increases in working capital on several large projects as well as higher cash payments of G&A. Operating cash flow in 2021 and 2020 were positively impacted by significant settlement payments on a cancelled rail project. Operating cash flow in 2020 was positively impacted by decreases in project working capital. Our operating cash flow is typically lower in the first quarter of each year due to the timing of payout of employee incentive awards from the prior year.
Investing Activities
We hold cash in bank deposits and marketable securities which are governed by our investment policy. This policy focuses on, in order of priority, the preservation of capital, maintenance of liquidity and maximization of yield. These investments may include money market funds, bank deposits placed with highly-rated financial institutions, repurchase agreements that are fully collateralized by U.S. Government-related securities, high-grade commercial paper and high quality short-term and medium-term fixed income securities.
Capital expenditures are primarily related to construction equipment on certain infrastructure projects as well as expenditures for facilities and investments in IT.
Proceeds from sales of assets during 2022 include the sale of land and the majority of our interest in an infrastructure joint venture in Canada as well as minor sales of components of Stork and AMECO. Proceeds from sales of assets during 2021 includes the sale of the North American operations of the AMECO equipment business for $71 million as well as our 10% ownership interest in an infrastructure joint venture and a building in the U.S. During 2020, we sold substantially all of the assets of our AMECO equipment business in Jamaica as well as 100% of our interest in an equipment rental business in Europe. Also in 2020, we sold our interests in two infrastructure joint ventures in the Netherlands and one infrastructure joint venture in the U.S.
Investments in unconsolidated partnerships and joint ventures in 2022 included capital contributions to a Mission Solutions joint venture and an infrastructure joint venture. Investments in unconsolidated partnerships and joint ventures in 2021 included a $26 million capital contribution to COOEC Fluor, which satisfied our contractual funding requirements, as well as capital contributions to an Energy Solutions joint venture and a recently formed Mission Solutions joint venture. Investments in unconsolidated partnerships and joint ventures in 2020 included capital contributions to two infrastructure joint ventures in the United States.
Financing Activities
As a result of the reverse recapitalization, NuScale recognized cash of $341 million, consisting of $235 million in PIPE funding and $145 million in cash in trust, partially offset by transaction costs of $39 million.
In April 2022, we sold approximately 5% of the ownership of NuScale to Japan NuScale Innovation, LLC for $107 million, for which CFIUS completed its review in the fourth quarter of 2022.
Cumulative cash dividends on the CPS are payable at an annual rate of 6.5% quarterly in arrears on February 15, May 15, August 15 and November 15, upon declaration of the dividend by our Board of Directors. Dividends accumulate from the most recent date on which dividends have been paid. First, second, third and fourth quarter CPS dividends of $10 million were paid in February, May, August and November 2022. In January 2023, our Board of Directors approved the payment of first quarter of 2023 CPS dividends of $10 million, which were paid in February 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 has persisted into 2023. We estimate that the cash make-whole payment would have been $72 million at December 31, 2022 (assuming we minimally exceed the minimum trading price to invoke the conversion) or $64 million (using the average 5-day trading price leading up to December 31, 2022). If we elect to convert, we would avoid $39 million of annual dividends associated with the CPS. If a make-whole fundamental change, as defined in the certificate of designations for the CPS, occurs, we will in certain circumstances be required to increase the conversion rate for a holder who elects to convert shares of CPS in connection with such make-whole fundamental change.
Dividends on our CPS of $39 million were paid in 2022. Quarterly cash dividends of $0.10 per common share were paid in the first and second quarters of 2020 before we suspended our common stock dividend in April 2020. The payment and level of future cash dividends is subject to the discretion of our Board of Directors.
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During 2022, we redeemed $41 million of aggregate outstanding 2023 Notes, with an immaterial earnings impact. In December 2022, we notified the remaining holders that we would call the remaining €129 million of outstanding 2023 Notes in January 2023, which was completed as anticipated with no earnings impact for $140 million.
In September 2021, we completed a tender offer in which we repurchased $375 million of 2023 Notes and $108 million of 2024 Notes, excluding accrued interest. Additionally, we redeemed $26 million of outstanding 2023 and 2024 Notes in open market transactions during 2021. We recognized $20 million in losses related to these redemptions which was included in interest expense.
Other borrowings (debt repayments) represent short-term bank loans and other financing arrangements associated with Stork.
Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in 2022 primarily related to a transportation joint venture. Distributions in 2021 primarily related to a transportation joint venture project in the United States. Distributions in 2020 primarily related to a mining joint venture project in Chile.
Capital contributions by NCI during 2021 primarily related to new investments totaling $193 million by NuScale's NCI holders.
We have a common stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. As of December 31, 2022, over 10 million shares could still be purchased under the existing stock repurchase program, although we do not have any immediate intent to begin such repurchases.
Letters of Credit
As of December 31, 2022, letters of credit totaling $394 million were outstanding under committed lines of credit and letters of credit totaling $909 million were outstanding under uncommitted lines of credit. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.
Guarantees
The 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 December 31, 2022.
Financial guarantees, made in the ordinary course of business in certain limited circumstances, are entered into with financial institutions and other credit grantors and generally obligate us to make payment in the event of a default by the borrower. These arrangements generally require the borrower to pledge collateral to support the fulfillment of the borrower’s obligation.