FLUOR CORP — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2012-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	2099	—	Acquired	10100	Direct
2012-02-28	Common Stock	F	500	$62.00	Disposed	9600	Direct
2012-02-28	Common Stock	D	210	$62.00	Disposed	9390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Performance Units	$	M	2099	Disposed		Common Stock (2099)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2062.1584	Indirect

Footnotes

F1: Each performance right represents a contingent right to receive one share (or the cash equivalent of one share) of Fluor common stock.

F2: Holdings are based on the most recent statement, which is dated 12/31/11.

F3: The performance rights vest in two equal annual installments on 2/28/2012 and 2/28/2014.