FLUOR CORP — Director's Dealing 2011

Mar 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-03-01

Reporting Person: BOECKMANN ALAN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	M	81624	$42.105	Acquired	495993	Direct
2011-03-01	Common Stock	S	71524	$69.1481	Disposed	424469	Direct
2011-03-01	Common Stock	S	10100	$69.9579	Disposed	414369	Direct
2011-03-02	Common Stock	S	47001	$69.8301	Disposed	367368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Employee stock option (right to buy)	$42.105	M	81624	Disposed	2016-02-05	Common Stock (81624)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5460.3103	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $68.72 to $69.71. 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: The transaction was executed in multiple trades at prices ranging from $69.73 to $70.13. 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.

F3: The transaction was executed in multiple trades at prices ranging from $69.685 to $69.96. 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.

F4: Holdings are based on the most recent statement, which is dated 12/31/10.

F5: This option was originally reported as covering 68,020 shares at an exercise price of $84.21 per share. On 8/17/07, 13,604 shares were exercised, and on 5/21/08 an additional 13,604 shares were exercised. The balance of the option was adjusted to reflect the 2-for-1 stock split that occurred on 7/16/08.

F6: The option vested in five equal annual installments beginning on 2/5/07.