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FLUOR CORP Director's Dealing 2011

Mar 9, 2011

30831_dirs_2011-03-09_99749f0b-6225-4ff1-aef8-2919893b0ef8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-03-08

Reporting Person: SMALLEY GARY G. (Vice President and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-08 Common Stock M 302 $42.105 Acquired 9680 Direct
2011-03-08 Common Stock M 750 $44.705 Acquired 10430 Direct
2011-03-08 Common Stock M 1879 $30.46 Acquired 12309 Direct
2011-03-08 Common Stock M 1725 $42.75 Acquired 14034 Direct
2011-03-08 Common Stock S 4656 $69.7888 Disposed 9378 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-08 Employee stock option (right to buy) $42.105 M 302 Disposed 2016-02-05 Common Stock (302) Direct
2011-03-08 Employee stock option (right to buy) $44.705 M 750 Disposed 2017-03-06 Common Stock (750) Direct
2011-03-08 Employee stock option (right to buy) $30.46 M 1879 Disposed 2019-03-06 Common Stock (1879) Direct
2011-03-08 Employee stock option (right to buy) $42.75 M 1725 Disposed 2020-03-02 Common Stock (1725) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2020.8699 Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $69.77 to $69.823. 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 the most recent statement, which is dated 12/31/10.

F3: The option vests in five equal annual installments beginning on 2/5/07.

F4: The option vests in five equal annual installments beginning on 3/6/08.

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

F6: The option vests in three equal annual installments beginning on 3/6/11.