Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Calculations of Basic and Diluted EPS


	Year Ended December 31,
(in millions, except per share amounts)	2023		2022		2021
Net earnings (loss) from Cont Ops attributable to Fluor	$	139	$	145	$	(405)
Less: Dividends on CPS	29		39		24
Less: Make-whole payment on conversion of CPS	27		—		—
Net earnings (loss) from Cont Ops available to Fluor common stockholders	83		106		(429)
Net earnings (loss) from Disc Ops attributable to Fluor	—		—		(35)
Net earnings (loss) available to Fluor common stockholders	$	83	$	106	$	(464)

Weighted average common shares outstanding	150		142		141
Dilutive effect:
CPS	—		—		—
Stock options, RSUs and performance-based award units	3		3		—
Convertible debt (1)	—		—		—
Weighted average diluted shares outstanding	153		145		141

Basic EPS available to Fluor common stockholders:
Net earnings (loss) from Cont Ops	$	0.55	$	0.75	$	(3.04)
Net earnings (loss) from Disc Ops	—		—		(0.25)

Diluted EPS available to Fluor common stockholders:
Net earnings (loss) from Cont Ops	$	0.54	$	0.73	$	(3.04)
Net earnings (loss) from Disc Ops	—		—		(0.25)

Anti-dilutive securities not included in shares outstanding:
CPS	20		27		17
Stock options, RSUs and performance-based award units	2		3		7
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 weighted average market price of our common stock exceeds the conversion price of $45.37 per share for the quarter. During 2023, 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.