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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number:  1-16129

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

469-398-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of  “large accelerated filer,” “accelerated filer,” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No x

As of October 31, 2008, 181,506,177 shares of the registrant’s common stock, $0.01 par value, were outstanding.

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FLUOR CORPORATION

FORM 10-Q

September 30, 2008

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

UNAUDITED

* All share and per share amounts were adjusted for the July 16, 2008 two-for-one stock split.

See Notes to Condensed Consolidated Financial Statements.

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FLUOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

UNAUDITED

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FLUOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

See Notes to Condensed Consolidated Financial Statements.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

(1)           The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under accounting principles generally accepted in the United States, and therefore should be read in conjunction with the company’s December 31, 2007 annual report on Form 10-K.  Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end.  The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of results that can be expected for the full year.

The Condensed Consolidated Financial Statements included herein are unaudited; however, they contain all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary to present fairly its consolidated financial position at September 30, 2008 and its consolidated results of operations for the three and nine months ended September 30, 2008 and 2007 and its cash flows for the nine months ended September 30, 2008 and 2007.

On May 7, 2008, the Board of Directors approved a two-for-one stock split that was paid in the form of a stock dividend on July 16, 2008 to shareholders of record on June 16, 2008.  The stock split was accounted for by transferring approximately $0.9 million from additional paid-in capital to common stock.  All share and per share data (except par value) have been adjusted to reflect the effect of the stock split for all periods presented.  The number of shares of common stock issuable upon exercise of outstanding stock options, vesting of other stock awards and the number of shares reserved for issuance under our convertible notes and various employee benefit plans were proportionately increased in accordance with the terms of the respective plans.

Certain 2007 amounts have been reclassified to conform with the 2008 presentation.

(2)           Recent Accounting Pronouncements:

In April 2007, the Financial Accounting Standards Board (“FASB”) issued Staff Position FIN No. 39-1, “Amendment of FASB Interpretation No. 39” (“FIN 39-1”), to amend FIN No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FIN 39”).  FIN 39-1 permits offsetting of fair value amounts recognized for multiple derivative instruments executed with the same counterparty under a master netting arrangement.  On January 1, 2008, the company adopted a policy to offset fair value amounts for multiple derivative instruments executed with the same counterparty under a master netting arrangement, which did not have a material impact on the company’s financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141R, “Business Combinations” (“SFAS 141R”).  SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired in its financial statements.  This standard is effective, on a prospective basis, for business combinations that occur in fiscal years beginning after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”).  SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.  This standard is effective for fiscal years beginning after December 15, 2008. Management is currently evaluating the impact on the company’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”).  SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows.  This standard is effective for fiscal years beginning after November 15, 2008.  Management is currently evaluating the impact on the company’s financial statements.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

In March 2008, the FASB approved Staff Position APB 14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-a”). FSP APB 14-a requires the issuer of a convertible debt instrument to separately account for the liability and equity components in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and would be applied retrospectively to all periods presented. Management is currently evaluating the impact on the company’s financial statements.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”).  FSP EITF 03-6-1 clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders.  Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied.  FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008.  Management is currently evaluating the impact on the company’s financial statements.

(3)           The components of comprehensive income, net of related tax, are as follows:

(4)           The effective tax rate, based on the company’s actual operating results for the three and nine months ended September 30, 2008 was 38.1 percent and 38.5 percent, respectively, compared to 39.7 percent and 37.1 percent, respectively, for the corresponding periods of 2007.  The lower effective tax rate for the three month period ending September 30, 2008 was primarily attributable to an increase in the amount of income eligible for the domestic production activities deduction.  The higher effective tax rate for the nine months ended September 30, 2008 was primarily attributable to a change in the ability to use certain foreign losses to reduce worldwide income subject to U.S. income taxes, partially offset by the increase in income on activities eligible for the domestic production activities deduction.

The company conducts business globally and, as a result, the company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions.  In the normal course of business the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, the Netherlands, South Africa, the United Kingdom and the United States.  Although the company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be materially different, both favorably and unfavorably. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2001.

(5)           Cash paid for interest was $10.5 million and $28.4 million for the nine months ended September 30, 2008 and 2007, respectively.  Income tax payments, net of receipts, were $268.0 million and $166.2 million during the nine-month periods ended September 30, 2008 and 2007, respectively.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

(6)           As discussed above, the company effected a two-for-one stock split that was paid on July 16, 2008 in the form of a stock dividend. Accordingly, the computations of basic and diluted earnings per share have been adjusted retroactively for all periods presented to reflect the July 16, 2008 stock split.

Dilutive securities included in the determination of shares used to compute diluted earnings per share (“EPS”) are as follows:

(7)           In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 establishes a common definition for fair value to be applied, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosure about such fair value measurements.  In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement of certain financial assets and liabilities under an instrument-by-instrument election.  The company’s adoption of SFAS 159 on January 1, 2008, did not have a material impact on its financial position, results of operations or cash flows.

The following table presents, for each of the fair value hierarchy levels required under SFAS No. 157, the company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2008:

* Investments in debt securities of $28.6 million are classified as current assets in marketable securities on the Condensed Consolidated Balance Sheet.  The remaining $10.6 million is non-current and is therefore included in other assets on the Condensed Consolidated Balance Sheet.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

(8)               Operating information by segment is as follows:

Operating profit for the Industrial & Infrastructure segment for the nine months ended September 30, 2008 included a pre-tax gain of $79.2 million from the sale of a joint venture interest in a wind power project in the United Kingdom.

A reconciliation of the segment information to consolidated amounts is as follows:

Total assets in the Oil & Gas segment increased to $1.2 billion at September 30, 2008 from $891 million at December 31, 2007 primarily due to an increased level of project execution activities.  Total assets in the Industrial & Infrastructure segment increased to $679 million at September 30, 2008 from $576 million at December 31, 2007, due to the increase in volume across all business lines.

(9)           In February 2004, the company issued $330 million of 1.5 percent Convertible Senior Notes (the “Notes”) due February 15, 2024 and received proceeds of $323 million, net of underwriting discounts.  In December 2004, the company irrevocably elected to pay the principal amount of the Notes in cash. Notes are convertible if a specified trading price of the company’s common stock (the “trigger price”) is achieved and maintained for a specified period. The trigger price condition has been satisfied during each period since the fourth quarter of 2005 and the Notes have therefore been classified as short-term debt as of September 30, 2008 and December 31, 2007.  During the nine months ended September 30, 2008, holders converted $167.1 million of the Notes in exchange for the principal balance owed in cash plus 3,942,432 shares of the company’s common stock. Subsequently, in October 2008,

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

holders converted an additional $6.6 million of the Notes in exchange for the principal balance owed in cash plus 116,360 shares of the company’s common stock.

(10)         Net periodic pension expense for defined benefit pension plans includes the following components:

Due to adverse conditions in the equity markets, coupled with the business objective of the company to utilize available resources to maintain or achieve full funding of accumulated benefits in most of its defined benefit pension plans, the company is increasing the range of expected contributions to the plans for 2008. The expected range for total contributions is $125 million to $150 million, which is expected to be in excess of the minimum regulatory funding requirements.  During the nine months ended September 30, 2008, contributions of approximately $37 million were made by the company.

Net periodic postretirement benefit cost includes the following components:

The preceding information does not include amounts related to benefit plans applicable to employees associated with certain contracts with the U.S. Department of Energy because the company is not responsible for the current or future funded status of these plans.

(11)         The company’s director and executive stock plans are described, and informational disclosures provided, in the notes to the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2007. Restricted stock units and restricted stock awards representing 434,201 shares and 393,662 shares were granted in the nine months ended September 30, 2008 and 2007, respectively, at weighted average per share prices of $66 and $45, respectively. The awards for 2008 and 2007 vest ratably over three and five years, respectively. During the nine months ended September 30, 2008 and 2007, options for the purchase of 548,538 shares at a weighted average price of $68 per share and 843,640 shares at a weighted average price of $45 per share, respectively, were awarded.  The option awards for 2008 and 2007 vest ratably over three and five years, respectively. The option awards expire ten years after the grant date.

(12)         The company and certain of its subsidiaries are involved in litigation in the ordinary course of business.  Additionally, the company and certain of its subsidiaries are contingently liable for commitments and performance guarantees arising in the ordinary course of business.  The company and certain of our clients have claims arising

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

from the performance under our contracts. The company recognizes certain significant claims for recovery of incurred cost when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated.  Recognized claims against clients amounted to $225 million and $246 million at September 30, 2008 and December 31, 2007, respectively, and are primarily included in contract work in progress in the accompanying Condensed Consolidated Balance Sheet.  Amounts ultimately realized from claims could differ materially from the balances included in the financial statements.  The company does not expect that claim recoveries will have a material adverse effect on its consolidated financial position or results of operations.

As of September 30, 2008, several matters were in the litigation and dispute resolution process.  The following discussion provides a background and current status of these matters:

Infrastructure Joint Venture Project

The company participates in a 50/50 joint venture that is executing a fixed-price transportation infrastructure project in California.  The project continues to be subject to circumstances resulting in additional cost including owner-directed scope changes leading to quantity growth, cost escalation, additional labor and schedule delays.  The company continues to evaluate the impact of these circumstances on estimated total project cost, as well as claims for recoveries and other contingencies on the project.  As of September 30, 2008, the company has recognized in cost and revenue its $52 million proportionate share of $104 million of cost relating to claims recognized by the joint venture.  Total claims-related cost incurred, as well as claims submitted to the client by the joint venture, are in excess of the $104 million of recognized cost.  The project opened to traffic in November 2007 and is expected to be completed in early 2009.

As of September 30, 2008, the client withheld liquidated damages totaling $51 million from amounts otherwise due the joint venture and has asserted additional claims against the joint venture.  The company believes that amounts withheld will ultimately be recovered by the joint venture and has therefore not recognized any reduction in project revenue for its $25.5 million proportionate share of the withheld liquidated damages.  The company further believes that the claims against the joint venture are without merit.

London Connect Project

The company is involved in arbitration proceedings in connection with its London Connect Project, a $500 million lump-sum project to design and install a telecommunications network that allows transmission and reception throughout the London Underground system.  In February 2005, the company sought relief through arbitration proceedings for two issues.  First, the company is seeking relief for the overall delay and disruption to the project.  An interim decision from the arbitrator was received in December 2006 for the claim that relates to the contract time period of 2001 through 2003.  Each party filed appeals relating to certain aspects of the decision which were denied.  Reflecting the interim decision for 2001 through 2003, the company has recognized $98 million in claims revenue relating to incurred cost attributed to the delay and disruption claims that are the subject of the arbitration proceedings, reduced for any settlement amounts.  In addition, the company was assessed and has paid $54 million representing its share of liquidated damages, a substantial portion of which has been reserved for possible non-collection.  Arbitration hearings have been completed for delay and disruption for the 2004 through 2005 time period on an interim basis and the company is awaiting a decision from the arbitration panel.

The second issue concerns the responsibility for enabling the various train stock to accept the new telecommunication network equipment.  The hearings on this issue have concluded and resulted in sustaining the company’s position that it did not have any responsibility for certain cost associated with this portion of the work under the contract.

The company continues to explore resolution with the client, but if these efforts are unsuccessful, the company intends to file an omnibus arbitration demand for final relief in the first quarter of 2009.  The omnibus arbitration will seek payment of all amounts owed by the client, as well as the resolution of any new claims through project completion of both of the above issues.

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

During the three and nine months ended September 30, 2008, provisions of $15.5 million and $32.7 million, respectively, were recognized as the result of reassessments of the remaining time and cost to complete the project and the probability of recovery of liquidated damages and certain claims.

Embassy Projects

The company has been performing work on 11 embassy projects over the last four years for the United States Department of State under fixed-price contracts.  These projects were adversely impacted by higher cost due to schedule extensions, scope changes causing material deviations from the Standard Embassy Design, increased cost to meet client requirements for additional security-cleared labor, site conditions at certain locations, subcontractor and teaming partner difficulties and the availability and productivity of construction labor.  As of September 30, 2008, all embassy projects were complete.

As of September 30, 2008, aggregate cost totaling $45 million relating to claims on three projects has been recognized in revenue.  Total claims-related cost incurred to date, along with claims for equitable adjustment submitted or identified, exceed the amount recorded in claims revenue.  As the first formal step in dispute resolution, the majority of these claims have been certified in accordance with federal contracting requirements.  The company continues to periodically evaluate its position with respect to these claims.

Fluor Daniel International and Fluor Arabia Ltd. v. General Electric Company, et al

In October 1998, Fluor Daniel International and Fluor Arabia Ltd. filed a complaint in the United States District Court for the Southern District of New York against General Electric Company and certain operating subsidiaries as well as Saudi American General Electric (“SAMGE”), a Saudi Arabian corporation.  The complaint seeks damages in connection with the procurement, engineering and construction of the Rabigh Combined Cycle Power Plant in Saudi Arabia.  Subsequent to a motion to compel arbitration of the matter, the company initiated arbitration proceedings in New York under the American Arbitration Association international rules. The evidentiary phase of the arbitration has concluded.  In January 2005, the arbitration panel indicated that it would be rendering its decision in two phases; the first, a decision on entitlement and the second, a decision on damages.  On May 4, 2005, the arbitration panel issued a partial award on entitlement issues which confirmed Fluor’s entitlement to recovery of certain of its claims for cost incurred in construction of the plant.  On April 10, 2007, the arbitration panel issued a partial final award stipulating the amount of entitlement to recovery of certain claims and awarding interest on the net amounts due to Fluor.  A final award on the calculation of interest due to Fluor has been received.  All amounts have been collected except for post-award, pre-judgment interest of approximately $1 million and a retention receivable of approximately $9 million to be paid by SAMGE after it receives payment from the owner.

Conex International v. Fluor Enterprises, Inc.

In November 2006, a Jefferson County, Texas, jury reached an unexpected verdict in the case of Conex International (“Conex”) v. Fluor Enterprises Inc. (“FEI”), ruling in favor of Conex and awarded $98.8 million in damages related to a 2001 construction project.

In 2001, Atofina (now part of Total Petrochemicals Inc.) hired Conex International to be the mechanical contractor on a project at Atofina’s refinery in Port Arthur, Texas. FEI was also hired to provide certain engineering advice to Atofina on the project.  There was no contract between Conex and FEI. Later in 2001 after the project was complete, Conex and Atofina negotiated a final settlement for extra work on the project.  Conex sued FEI in September 2003 alleging damages for interference and misrepresentation and demanding that FEI should pay Conex the balance of the extra work charges that Atofina did not pay in the settlement.  Conex also asserted that FEI interfered with Conex’s contract and business relationship with Atofina. The jury verdict included damages for the extra work and the alleged interference.

The company has appealed the decision and believes, based on the advice of counsel, that it is probable that the judgment based on this verdict will be overturned.  The company strongly believes that this verdict is supported

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FLUOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

neither by the facts nor the law, and will pursue all possible avenues for reconsideration or appeal.  Accordingly, the company has not recognized a charge reflecting the verdict amount.

Fluor Corporation v. Citadel Equity Fund Ltd.

Citadel Equity Fund Ltd., a hedge fund and investor in the company’s 1.5 percent Convertible Senior Notes (the “Notes”), and the company are disputing the calculation of the number of shares of the company’s common stock that were issued to Citadel upon conversion of approximately $58 million of Notes.  Citadel argues that it is entitled to an additional $28.3 million in value under its proposed calculation method.  The company believes that the payout given to Citadel was proper and correct and that Citadel’s claims are without merit. The company is vigorously defending its position.

(13)         In the ordinary course of business, the company enters into various agreements providing financial or performance assurances to clients on behalf of certain unconsolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities. The guarantees have various expiration dates ranging from mechanical completion of the facilities being constructed to a period extending beyond contract completion in certain circumstances.  The maximum potential payment amount of an outstanding performance guarantee is the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts.  Amounts that may be required to be paid in excess of estimated cost to complete contracts in progress are not estimable.  For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price contracts, this 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 cost exceeds the remaining amounts payable under the contract, the company may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors for claims.  As of September 30, 2008, no material changes to the amount of performance guarantees outstanding had occurred since the filing of the company’s December 31, 2007 annual report on Form 10-K.  Financial guarantees, made in the ordinary course of business on behalf of clients and others in certain limited circumstances, are entered into with financial institutions and other credit grantors and generally obligate the company to make payment in the event of a default by the borrower. Most arrangements require the borrower to pledge collateral in the form of property, plant and equipment which is deemed adequate to recover amounts the company might be required to pay.  As of September 30, 2008, there were no material guarantees outstanding.

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FLUOR CORPORATION

Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The following discussion and analysis is provided to increase understanding of, and should be read in conjunction with, the Condensed Consolidated Financial Statements and notes and the company’s December 31, 2007 annual report on Form 10-K.  For purposes of reviewing this document, “operating profit” is calculated as revenue less cost of revenue excluding: corporate administrative and general expense; interest expense; interest income; domestic and foreign income taxes; and other non-operating income and expense items.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made herein, including statements regarding the company’s projected revenue and earnings levels, new awards and backlog levels and the implementation of strategic initiatives and organizational changes are forward-looking in nature.  These forward-looking statements reflect current analysis of existing information and are subject to various risks and uncertainties.  As a result, caution must be exercised in relying on forward-looking statements.  Due to known and unknown risks, the company’s actual results may differ materially from its expectations or projections. Factors potentially contributing to such differences include, among others:

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While most risks affect only future cost or revenue anticipated by the company, some risks may relate to accruals that have already been reflected in earnings.  The company’s failure to receive payments of accrued amounts or incurrence of liabilities in excess of amounts previously recognized, could result in a charge against future earnings.

Additional information concerning these and other factors can be found in our press releases as well as our periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1A. Risk Factors” in this Form 10-Q as well as the company’s Form 10-K filed February 29, 2008.  These filings are available publicly on the SEC’s website at http://www.sec.gov, on Fluor’s website at http://investor.fluor.com or upon request from Fluor’s Investor Relations Department: (469) 398-7220.  Except as otherwise required by law, the company undertakes no obligation to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Net earnings for the three and nine months ended September 30, 2008 were $183.1 million, or $1.01 per diluted share, and $530.4 million, or $2.89 per diluted share, respectively.  These results compare with net earnings of $93.7 million, or $0.51 per diluted share, and $273.9 million, or $1.51 per diluted share, respectively, for the corresponding periods of 2007.  Earnings before taxes for the three and nine months ended September 30, 2008 included provisions totaling $15.5 million and $32.7 million, respectively, in the Industrial & Infrastructure segment for a fixed-price telecommunications project in the United Kingdom.  Earnings before taxes for the nine months ended September 30, 2008 included a pre-tax gain of $79.2 million in the Industrial & Infrastructure segment from the sale of a joint venture interest in a wind power project in the United Kingdom.

Earnings before taxes for the three months ended September 30, 2007 included a provision of $20.9 million in the Government segment for a fixed-price contract in Afghanistan.  In addition, the three and nine months ended September 30, 2007 were impacted by provisions totaling $4.7 million and $16.0 million, respectively, for a fixed-price transportation project in California in the Industrial & Infrastructure segment.

Consolidated revenue for the three and nine months ended September 30, 2008 was $5.7 billion and $16.3 billion, respectively, compared to $4.1 billion and $12.0 billion for the corresponding periods in 2007.  For the three months ended September 30, 2008 all segments reported increases in revenue compared to the same quarter in 2007.  For the nine months ended September 30, 2008, all segments but Government reported increases in revenue.

The effective tax rate, based on the company’s actual operating results for the three and nine months ended September 30, 2008 was 38.1 percent and 38.5 percent, respectively, compared to 39.7 percent and 37.1 percent, respectively, for the corresponding periods of 2007.  The lower effective tax rate for the three month period ending September 30, 2008 was primarily attributable to an increase in the amount of income eligible for the domestic production activities deduction.  The higher effective tax rate for the nine months ended September 30, 2008 was primarily attributable to a change in the ability to use certain foreign losses to reduce worldwide income subject to U.S. income taxes, partially offset by the increase in income on activities eligible for the domestic production activities deduction.

Consolidated new awards for the three and nine months ended September 30, 2008 were $8.8 billion and $20.9 billion, respectively, compared to $6.0 billion and $16.3 billion in the corresponding 2007 periods.  The increase in new award activity was primarily attributable to the Oil & Gas and Industrial & Infrastructure segments, partially offset by lower new awards for Power.  Approximately 46 percent of consolidated new awards for the nine months ended September 30, 2008 were for projects located outside of the United States.

Consolidated backlog at September 30, 2008 of $36.5 billion was approximately 31 percent higher compared to backlog at September 30, 2007 and approximately 21 percent higher than backlog at the end of 2007.  As of September 30, 2008, approximately 53 percent of consolidated backlog relates to international projects.  Although backlog reflects business which is considered to be firm, cancellations or scope adjustments may occur.  Backlog may be increased or decreased to reflect the impact of project cancellations, deferrals or changes to project scope or cost.

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OIL & GAS

Revenue and operating profit for the Oil & Gas segment are summarized as follows:

Revenue increased 52 percent and 54 percent for the three and nine months ended September 30, 2008, respectively, compared to the corresponding periods in 2007 as a result of continued growth in project execution activities from the significant number of new projects awarded over the last few years.  The current year revenue growth has been accompanied by substantial operating profit increases.  Operating profit margin for the three and nine months ended September 30, 2008 was 6.2 percent and 5.5 percent, respectively, compared to 5.1 percent and 5.0 percent in the same 2007 periods.  Margins are comparatively higher in 2008 for a number of reasons, including the performance of certain large projects in the engineering phase which typically generate higher margins than projects in the construction phase and improved contributions for other major projects of the segment.

New awards for the three months ended September 30, 2008 were $5.1 billion, compared to $4.3 billion for the corresponding period of 2007.  New awards during the 2008 period included major projects in the United States and Russia.  New awards during the third quarter of 2007 included $2.0 billion for a major refinery project in the Middle East.  Backlog at September 30, 2008 increased 39 percent to $22.8 billion compared to $16.4 billion at September 30, 2007.  The increase in backlog reflects the broad-based strength of the segment’s various markets, particularly the high world-wide demand for new capacity in oil and gas exploration and refining, as well as for polysilicon.

Total assets in the segment increased to $1.2 billion at September 30, 2008 from $891 million at December 31, 2007 primarily due to the increased level of project execution activities.

INDUSTRIAL & INFRASTRUCTURE

Revenue and operating profit for the Industrial & Infrastructure segment are summarized as follows:

Revenue for the three months ended September 30, 2008 increased by 19 percent compared to the same period in 2007, primarily due to growth in the mining and metals and manufacturing and life sciences business lines.  Revenue for the nine months ended September 30, 2008 increased 8 percent compared to the corresponding period in the prior year, primarily on the strength of mining and metals project performance.

Operating profit for the three months ended September 30, 2008 increased marginally compared to the same quarter in the prior year, primarily driven by the mining and metals business line, offset by provisions for a telecommunications project discussed below.  Operating profit for the nine months ended September 30, 2008 increased significantly compared to the prior year comparison period, as the result of improved performance in the mining and metals and manufacturing and life sciences business lines and a pre-tax gain of $79.2 million from the sale of a joint venture interest in a wind power project in the United Kingdom.  Operating profit for the three and nine months ended September 30, 2008 includes the impact of provisions totaling $15.5 million and $32.7 million,

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respectively, for a fixed-price telecommunications project in the United Kingdom.  The project, which is nearing completion, has been subject to significant delays, resulting in additional cost to the company and claims against the client.  Current year performance of the segment has been impacted by the reassessments of the remaining time and cost to complete the project and the probability of recovery of liquidated damages and certain claims.  Operating profit for the segment during the 2007 periods included the impact of provisions totaling $4.7 million and $16.0 million for a fixed-price transportation infrastructure project in California.

New awards for the three months ended September 30, 2008 were $2.2 billion compared to $364 million for the 2007 comparison period.  The new awards in the 2008 period include a large mining project.  Backlog increased to $8.5 billion at September 30, 2008 compared to $5.2 billion at September 30, 2007, due to increased new award activity across all business lines of the segment, particularly infrastructure.

Total assets in the segment increased to $679 million at September 30, 2008 from $576 million at December 31, 2007, due to the increase in volume across all business lines.

GOVERNMENT

Revenue and operating profit for the Government segment are summarized as follows: