Earnings Per Share

3 Months Ended

Mar. 31, 2025

Potentially dilutive securities include 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 March 31,
(in millions, except per share amounts)	2025		2024
Net earnings (loss) attributable to Fluor	$	(241)	$	59

Weighted average common shares outstanding	169		171
Diluted effect:
Stock options, RSUs and performance-based award units	—		2
Convertible debt (1)	—		—
Weighted average diluted shares outstanding	169		173

Basic EPS	$	(1.42)	$	0.35
Diluted EPS	$	(1.42)	$	0.34

Anti-dilutive securities not included in shares outstanding:
Stock options, RSUs and performance-based award units	3		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 has 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 2025 and 2024 Quarters, the weighted average price of our common stock was below the minimum conversion price.