FLUOR CORP — Director's Dealing 2013

Feb 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2013-01-31

Reporting Person: DOBBS STEPHEN B (Senior Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	F	3024	$64.83	Disposed	70905	Direct

Footnotes

F1: Pursuant to the Issuer's 2003 Executive Performance Incentive Plan and the terms of the related award agreement, each time 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 10,980 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) held by the Reporting Person on 1/31/13, the Issuer has withheld 3,024 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 units; and, as such, no investment decision was made by the Reporting Person in connection with this transfer.