Fluor Notifies Holders of 2024 Senior Notes of Purchase Option

Fluor announced that holders of its 1.50% Convertible Senior Notes due 2024 (Notes) have the option to require Fluor to purchase their Notes on February 17, 2009 (Purchase Date) at a purchase price in cash of 100 percent of the principal amount of the Notes plus accrued and unpaid interest, if any, to (but excluding) the Purchase Date.

The Purchase Date is an Interest Payment Date under the terms of the Indenture. Accordingly, interest accrued up to the Purchase Date will be paid to record holders as of the record date for such Interest Payment Date, and Fluor expects that there will be no accrued and unpaid interest due as part of the purchase price. Unless Fluor defaults in the payment of the Purchase Price in accordance with the Indenture, interest on the purchased Notes will cease to accrue on and after the Purchase Date. If all outstanding Notes are surrendered for purchase, the aggregate cash purchase price will be approximately $133.6 million.

Holders of Notes in certificated form may exercise their option to require Fluor to purchase their Notes by delivering a purchase notice to The Bank of New York Mellon Trust Company, N.A., the paying agent, before the expiration of the purchase option at 5:00 p.m., EST, on February 13, 2009. Holders who are participants in The Depository Trust Company (DTC) need not submit a physical purchase notice but may exercise their option to require Fluor to purchase their Notes by surrendering their Notes through DTC's Automated Tenders over the Participant Terminal System, subject to the terms and procedures of that system.

The Notes are also currently convertible into shares of Fluor's common stock, at a rate of 35.9104 shares of Fluor's common stock per $1,000 principal amount of the Notes, at the option of the holder and so long as conditions specified in the Notes and the Indenture are met. Pursuant to the Notes and the Indenture, Fluor will satisfy its conversion obligation for each $1,000 principal amount of the Notes by paying (i) an amount in cash (Election Amount) equal to the conversion rate multiplied by the average of the last reported sale prices of Fluor's common stock for the ten trading days beginning on the trading day immediately following the date the holder submits the Notes for conversion (Cash Settlement Averaging Period) (provided, however, that the Election Amount will not be more than 100% of the principal amount of a Note) and (ii) a number of shares of Fluor's common stock equal to the conversion rate minus (x) the Election Amount divided by (y) the average of the last reported sale prices of Fluor's common stock during the Cash Settlement Averaging Period. Fluor will deliver cash in lieu of any fractional shares.
 

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