Earnings Per Share
Year Ended December 31,
(in millions, except per share amounts)202520242023
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 outstanding164 172 150 
Dilutive effect:
Performance-based award units, RSUs and stock options
— 
Convertible debt (1)
— — — 
Weighted average diluted shares outstanding164 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
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.

Historical Timeline

Fiscal YearFiled
2025Feb 17, 2026Showing above
2024Feb 18, 2025
2023Feb 20, 2024
2022Feb 21, 2023
2021Feb 22, 2022
2020Feb 26, 2021
2019Sep 25, 2020
2018Feb 21, 2019
2017Feb 20, 2018
2016Feb 17, 2017
2015Feb 18, 2016

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.