Earnings Per Share

9 Months Ended

Sep. 30, 2023

Potentially dilutive securities include CPS, convertible debt, stock options, RSUs and performance-based award units. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the if-converted and treasury stock methods. In computing diluted EPS, only securities that are actually dilutive are included.


	3ME September 30,				9ME September 30,
(in millions, except per share amounts)	2023		2022		2023		2022
Net earnings attributable to Fluor	$	206	$	22	$	161	$	136
Less: Dividends on CPS	10		10		29		29
Less: Make-whole payment on conversion of CPS	27		—		27		—
Net earnings available to Fluor common stockholders	169		12		105		107

Weighted average common shares outstanding	144		142		143		142
Diluted effect:
CPS	—		—		—		—
Stock options, RSUs and performance-based award units	3		3		3		2
Convertible debt (1)	—		—		—		—
Weighted average diluted shares outstanding	147		145		146		144

Basic EPS available to Fluor common stockholders	$	1.18	$	0.08	$	0.73	$	0.75
Diluted EPS available to Fluor common stockholders	$	1.15	$	0.08	$	0.72	$	0.74

Anti-dilutive securities not included in shares outstanding:
CPS	26		27		27		27
Stock options, RSUs and performance-based award units	2		3		2		3
Stock delivered under capped call options (2)	—		—		—		—

(1) Holders of our 2029 Notes may convert their notes at a conversion price of $45.37 per share when the stock price exceeds $58.98 for 20 of the last 30 days preceding quarter end. Upon conversion, we will repay the principal amount of the notes in cash and may elect to convey the conversion premium in cash, shares of our common stock or a combination of both. The conversion feature of our 2029 Notes will have a dilutive impact on EPS when the average market price of our common stock exceeds the conversion price of $45.37 per share for the quarter. During the 2023 Quarter, the weighted average price per share of our common stock was less than the minimum conversion price.

(2) Diluted shares outstanding does not include the impact of the capped call options we entered into concurrently with the issuance of the 2029 Notes, as the effect is always anti-dilutive. If shares are delivered to us under the capped calls, those shares will offset the dilutive effect of the shares that we would issue upon conversion of the 2029 Notes.