FLUOR CORP — Director's Dealing 2010

Nov 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2010-11-10

Reporting Person: BOECKMANN ALAN L (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-10	Common Stock	M	56860	$44.705	Acquired	557730	Direct
2010-11-10	Common Stock	M	53427	$30.46	Acquired	611157	Direct
2010-11-10	Common Stock	S	110287	$54.0851	Disposed	500870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-10	Employee stock option (right to buy)	$44.705	M	56860	Disposed	2017-03-06	Common Stock (56860)	Direct
2010-11-10	Employee stock option (right to buy)	$30.46	M	53427	Disposed	2019-03-06	Common Stock (53427)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5523.4187	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $53.61 to $54.49. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Holdings are based on a plan statement dated as of 9/30/10.

F3: This option was previously reported as covering 71,075 shares at an exercise price of $89.41 per share. On 5/21/08, 14,215 shares were exercised. The balance of the option was adjusted to reflect the 2-for-1 stock split that occurred on 7/16/08.

F4: The option vests in five equal annual installments beginning on 3/6/2008.

F5: The option vests in three equal annual installments beginning on 3/6/10.