FLUOR CORP — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2012-12-31

Reporting Person: BARKER PETER K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	M	3301.7861	$58.74	Acquired	16850.7861	Direct
2012-12-31	Common Stock	D	3301.7861	$58.74	Disposed	13549	Direct
2013-01-31	Common Stock	M	2048.5591	$64.83	Acquired	15597.5591	Direct
2013-01-31	Common Stock	D	2048.5591	$64.83	Disposed	13549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Phantom Stock Units	$	M	3301.7861	Disposed	2012-12-31	Common Stock (3301.7861)	Direct
2013-01-31	Phantom Stock Units	$	M	2048.5591	Disposed	2013-01-31	Common Stock (2048.5591)	Direct

Footnotes

F1: These phantom units were acquired under the Fluor Corporation 409A Deferred Directors' Fees Program (the "Program") and were settled in cash pursuant to the reporting person's distribution election under the Program.

F2: Each phantom stock unit is the economic equivalent of one share of Fluor common stock.