FLUOR CORP — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2014-02-05

Reporting Person: Seaton David Thomas (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common Stock	F	267	$74.86	Disposed	173863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Performance Rights	$	A	58282	Acquired		Common Stock (58282)	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 restricted stock vest, a portion of the shares are automatically withheld by the Issuer to satisfy the resulting tax withholding obligation. In connection with the vesting of 1,000 shares of restricted stock held by the Reporting Person on 02/05/2014, the Issuer has withheld 267 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, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F2: Each performance right represents a contingent right to receive one share (or the cash value of one share) of Fluor common stock.

F3: These performance rights vest on March 5, 2016.