Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Calculations of Basic and Diluted EPS


	Year Ended December 31,
(in millions, except per share amounts)	2025		2024		2023
Net earnings (loss) attributable to Fluor	$	(51)	$	2,145	$	139
Less: Dividends on CPS	—		—		29
Less: Make-whole payment on conversion of CPS	—		—		27
Net earnings (loss) available to Fluor common stockholders	$	(51)	$	2,145	$	83

Weighted average common shares outstanding	164		172		150
Dilutive effect:
Performance-based award units, RSUs and stock options	—		2		3
Convertible debt (1)	—		—		—
Weighted average diluted shares outstanding	164		174		153

Basic EPS available to Fluor common stockholders	$	(0.31)	$	12.48	$	0.55
Diluted EPS available to Fluor common stockholders	$	(0.31)	$	12.30	$	0.54

Anti-dilutive securities not included in shares outstanding:
CPS	—		—		20
Performance-based award units, RSUs and stock options	3		1		2
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 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 2025 and 2023, the weighted average price of our common stock was below the minimum conversion price. During 2024, the weighted average price of our common stock exceeded $45.37 resulting in the addition of 575,000 shares to diluted shares outstanding.

(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