FLUOR CORP — Director's Dealing 2011

Mar 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-03-06

Reporting Person: HERNANDEZ CARLOS M (Chief Legal Officer/Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-06	Common Stock	F	2762	$71.61	Disposed	29520	Direct
2011-03-07	Common Stock	M	7515	$30.46	Acquired	37035	Direct
2011-03-07	Common Stock	S	7515	$71.6151	Disposed	29520	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-07	Employee stock option (right to buy)	$30.46	M	7515	Disposed	2019-03-06	Common Stock (7515)	Direct

Footnotes

F1: Pursuant to the Issuer's 2003 and 2008 Executive Performance Incentive Plans and the terms of the related award agreements, each time shares of restricted stock vest or shares of common stock are issued upon the vesting of restricted stock units, a portion of the shares are automatically withheld by the Issuer to satisfy the resulting tax withholding obligation. In connection with the vesting of 1,464 restricted stock units (as adjusted for the Company's 2-for-1 stock split in the form of a stock dividend on 7/16/08) and 7,962 restricted stock units issued after the split held by the Reporting Person on 3/6/11, the Issuer has withheld 2,762 shares of common stock to satisfy the resulting tax withholding obligation. The withholding of these shares occurred automatically upon the vesting of the restricted stock and restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F2: Since the market was closed on 3/6/11, the price is based on closing price on 3/4/11.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/7/10.

F4: The transaction was executed in multiple trades at prices ranging from $71.46 to $71.85. 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.

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