FLUOR CORP — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BOECKMANN ALAN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	M	639	$0.00	Acquired	310374	Direct
2012-02-02	Common Stock	D	639	$57.97	Disposed	309735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Restricted stock units	$	M	639	Disposed		Common Stock (639)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1237.6541	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership report, he transferred 4,080.23 shares of Fluor common stock to his ex-wife pursuant to a qualified domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.

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

F3: Each restricted stock unit represents a contingent right to receive the cash value of one share of Fluor common stock.

F4: The restricted stock units vest on May 7, 2012. However, vesting was accelerated upon the retirement of Mr. Boeckmann.