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)	2024		2023		2024		2023
Net earnings attributable to Fluor	$	54	$	206	$	282	$	161
Less: Dividends on CPS	—		10		—		29
Less: Make-whole payment on conversion of CPS	—		27		—		27
Net earnings available to Fluor common stockholders	54		169		282		105

Weighted average common shares outstanding	171		144		171		143
Diluted effect:
CPS	—		—		—		—
Stock options, RSUs and performance-based award units	3		3		3		3
Convertible debt (1)	—		—		—		—
Weighted average diluted shares outstanding	174		147		174		146

Basic EPS available to Fluor common stockholders	$	0.32	$	1.18	$	1.65	$	0.73
Diluted EPS available to Fluor common stockholders	$	0.31	$	1.15	$	1.63	$	0.72

Anti-dilutive securities not included in shares outstanding:
CPS	—		26		—		27
Stock options, RSUs and performance-based award units	1		2		2		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 the 2024 Quarter, the weighted average price per share of our common stock was $47.17 which resulted in the addition of 484,208 shares to diluted shares outstanding during the 2024 Quarter.

(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.