Fluor Announces Its 1.50% Convertible Senior Notes Due 2024 Have Become Convertible

July 1, 2009

IRVING, Texas--(BUSINESS WIRE)--Fluor Corporation (NYSE: FLR) announced today that its 1.50% Convertible Senior Notes due 2024 (Notes) are now convertible at the option of the holders and will remain convertible through September 30, 2009, the last trading day of the third fiscal quarter, as provided in the Indenture, dated as of February 17, 2004, between Fluor and the Bank of New York, as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of February 17, 2004 (the Indenture).

The Notes became convertible because Fluor’s common stock exceeded the conversion threshold price of $36.20 per share (130 percent of the applicable conversion price of $27.85 per share) for at least 20 trading days within the 30 consecutive trading days ending June 30, 2009.

As a result, during the conversion period of July 1, 2009 through September 30, 2009 (inclusive), holders of the Notes may elect to convert some or all of their Notes. Whether the Notes will be convertible at any time after September 30, 2009 will depend on the occurrence of events specified in the Indenture, including the price of Fluor’s common stock during subsequent quarters.

Upon surrendering Notes for conversion in accordance with the Indenture, the holder of the Notes will receive (1) cash up to the aggregate principal amount of the Notes subject to conversion and (2) Fluor’s common stock in respect of the remainder (if any) of Fluor’s conversion obligation.

Holders of Notes may obtain further information on how to convert their notes by contacting the conversion agent at the following address: The Bank of New York Mellon Trust Company, N.A., 101 Barclay Street, 7 East, New York, New York 10286, Attention: Diane Amoroso. Questions and requests for assistance in connection with the conversion of the Notes may also be directed to Bondholder Relations at The Bank of New York Mellon Trust Company, N.A., at 1-800-254-2826.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any Notes or Fluor’s common stock.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) designs, builds and maintains many of the world's most challenging and complex projects. Through its global network of offices on six continents, the company provides comprehensive capabilities and world-class expertise in the fields of engineering, procurement, construction, commissioning, operations, maintenance and project management. Headquartered in Irving, Texas, Fluor is a FORTUNE 200 company and had revenues of $22.3 billion in 2008. For more information visit www.fluor.com.

Forward-Looking Statements: This release contains forward-looking statements that are based on current management expectations and involve risks and uncertainties. Actual results may differ materially as a result of a number of factors, including, among other things: failure to achieve projected backlog, revenue and/or earnings levels; the effects of the current worldwide financial crisis on us, our suppliers and subcontractors; client cancellations of, scope adjustments to or deferrals of existing contracts, including our government contracts that may be terminated at any time, and the related impact on staffing levels and costs; decreased capital investment or expenditures, or a failure to make anticipated increased capital investment or expenditures, by Fluor’s clients; Fluor’s and our clients’ ability to access capital markets; the cyclical nature of many of the markets Fluor serves, which may be impacted by the current economic downturn and commodity price decreases; delays or defaults in client payments; Fluor’s failure to receive anticipated new contract awards; increased costs, especially on projects governed by fixed price contracts; failure to meet timely completion or performance standards that could result in higher costs, reduced profits or, in some cases, losses on projects; failure to obtain favorable results in existing or future litigation or dispute resolution proceedings; the financial viability of our clients, subcontractors, suppliers and joint venture or teaming partners; foreign economic and political uncertainties; the potential impact of certain tax matters including, but not limited to, those from foreign operations and any audits by tax authorities; and the timely and successful implementation of strategic initiatives. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, Fluor’s results may differ materially from its expectations and projections.

Additional information concerning these and other factors can be found in press releases as well as Fluor’s public periodic filings with the Securities and Exchange Commission, including the discussion under the heading "Item 1A. Risk Factors" in Fluor’s Form 10-K filed on February 25, 2009. Such filings are available either publicly or upon request from Fluor’s Investor Relations Department: (469) 398-7220. Fluor disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.

Fluor CorporationMedia Relations:Keith Stephens, 469-398-7624orBrian Mershon, 469-398-7621orInvestor Relations:Ken Lockwood, 469-398-7220orJason Landkamer, 469-398-7222