UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 100376 / June 18, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21610

In the Matter of

Fluor Corporation,

Respondent.

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ADMINISTRATIVE PROCEEDING

File No. 3-21612

In the Matter of

Jon Eric Best,

Respondent.

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ADMINISTRATIVE PROCEEDING

File No. 3-21613

In the Matter of

James F. Brittain,

Respondent.

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ADMINISTRATIVE PROCEEDING

File No. 3-21614

In the Matter of

Robin K. Chopra, CA,

Respondent.

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NOTICE OF PROPOSED PLAN OF

DISTRIBUTION AND OPPORTUNITY

FOR COMMENT

ADMINISTRATIVE PROCEEDING

File No. 3-21615

In the Matter of

Bradley R. Scott,

Respondent.

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ADMINISTRATIVE PROCEEDING

File No. 3-21616

In the Matter of

Kent N. Smith,

Respondent.

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Notice is hereby given, pursuant to Rule 1103 of the United States Securities and

Exchange Commission’s (the “Commission”) Rules on Fair Fund and Disgorgement Plans (the

“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted

to the Commission a proposed plan of distribution (the “Proposed Plan”) for the distribution of

monies paid in the above-captioned matter.

On September 6, 2023, the Commission issued six separate, but related settled orders

(collectively, the “Orders”) against Fluor Corporation (“Fluor”),1 Jon Eric Best (“Best”),2 James

F. Brittain (“Brittain”),3 Robin K. Chopra, CA (“Chopra”),4 Bradley R. Scott (“Scott”),5 and

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Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934,

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 98292 (Sept. 6, 2023) (Admin.

Proc. File No. 3-21610.

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Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934,

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 98293 (Sept. 6, 2023) (Admin.

Proc. File No. 3-21612.

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Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934,

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 98294 (Sept. 6, 2023) (Admin.

Proc. File No. 3-21613.

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Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934,

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 98295 (Sept. 6, 2023) (Admin.

Proc. File No. 3-21614.

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Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934,

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 98296 (Sept. 6, 2023) (Admin.

Proc. File No. 3-21615.

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Kent N. Smith (“Smith”)6 (collectively, the “Respondents”). In the Orders, the Commission

found that Fluor and five former and current officers and employees improperly accounted for

two large-scale, fixed-price construction projects. Fluor bid on these projects, relying on overly

optimistic cost and timing estimates. Following each project's contract award, Fluor experienced

cost overruns that worsened over time. Yet, Fluor failed to maintain a system of internal

accounting controls sufficient to account for these contracts in accordance with U.S. Generally

Accepted Accounting Principles (GAAP). These failings resulted in inaccurate books and

records and ultimately in materially misstated financial statements included in periodic reports

filed with the Commission.

In their respective Orders, the Commission ordered Fluor to pay $14,500,000; Best to pay

$15,000; Brittain to pay $25,000; Chopra to pay $15,000; Scott to pay $25,000; and Smith to pay

$20,000 in civil money penalties to the Commission, for a collective total of $14,600,000.00. In

each of the Orders, the Commission also created a Fair Fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the penalties collected can be distributed to harmed investors.

In the Order against Fluor, the Commission ordered that the Fair Fund created may be combined

with or receive funds from proceedings arising out of the same conduct that is the subject of the

order; and in each of the other Orders, the Commission ordered that the Fair Fund created may

be combined with the Fair Fund created in the Order against Fluor.

Respondents have substantially paid in full.7 In accordance with the Orders, the

$14,599,980.00 collected from the Respondents has been combined (collectively, the “Fair

Fund”) and deposited in a Commission-designated account at the U.S. Department of the

Treasury for distribution to harmed investors. Any additional funds collected from the

Respondents pursuant to the Orders, along with any accrued interest will be added to the Fair

Fund.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of

the Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm.

Interested persons may also obtain a written copy of the Proposed Plan by submitting a written

request to Amy A. Sumner, United States Securities and Exchange Commission, Byron Rogers

Federal Office Building, 1961 Stout Street, Suite 1700, Denver, CO 80294-1961. All persons

who desire to comment on the Proposed Plan may submit their comments, in writing, no later

than thirty (30) days from the date of this Notice:

1.

to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090;

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Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934,

Making Findings, and Imposing a Cease-and-Desist Order, Exchange Act Rel. No. 98297 (Sept. 6, 2023) (Admin.

Proc. File No. 3-21616.

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All Respondents have paid in full except for Chopra, who has paid $14,980 of the $15,000 ordered.

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2.

by using the Commission’s Internet comment form

(http://www.sec.gov/litigation/admin.shtml); or

3.

by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative

Proceeding File Numbers 3-21610, 3-21612, 3-21613, 3-21614, 3-21615, and 3-21616” in the

subject line. Comments received will be publicly available. Persons should submit only

information they wish to make publicly available.

THE PROPOSED PLAN

The Net Available Fair Fund8 is comprised of the $14,599,980.00 in civil money

penalties collected from the Respondents, plus any interest and income earned thereon, less

taxes, fees, and expenses. The Proposed Plan provides for the distribution of the Net Available

Fair Fund to investors who were harmed by the Respondents’ conduct described in the Orders in

connection with improper accounting for construction projects. For the Commission, by the

Division of Enforcement, pursuant to delegated authority.9

Vanessa A. Countryman

Secretary

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

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17 C.F.R. § 200.30-4(a)(21)(iii).

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