FLUOR CORP — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2013-03-06

Reporting Person: Dunning David R (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-06	Common Stock	F	1994	$62.75	Disposed	22216.2859	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6522.8514	Indirect

Footnotes

F1: Pursuant to the Issuer's 2008 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 5,973 restricted stock units held by the Reporting Person on 3/6/2013, the Issuer has withheld 1,994 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.

F2: Holdings are based on the most recent statement which is dated 12/31/2012.