In the Matter of Fluor Corporation

Admin. Proc. File No. 3-21610

In the Matter of Jon Eric Best
Admin. Proc. File No. 3-21612

In the Matter of James F. Brittain
Admin. Proc. File No. 3-21613

In the Matter of Robin K. Chopra, CA
Admin. Proc. File No. 3-21614

In the Matter of Bradley R. Scott
Admin. Proc. File No. 3-21615

In the Matter of Kent N. Smith
Admin. Proc. File No. 3-21616

On September 6, 2023, the Commission issued six separate, but related Orders 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 (Collectively, the “Orders”) against Fluor Corporation (“Fluor”), Jon Eric Best (“Best”), James F. Brittain (“Brittain”), Robin K. Chopra, CA (“Chopra”), Bradley R. Scott (“Scott”), and Kent N. Smith (“Smith”) (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 SEC.

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

(collectively, the “Fair Fund”). Commission’s Orders: Release No. 34-98292, 34-98293, 34-98294, 34-98295, 34-98296, 34-98297

The Fair Fund consists of the $14,599,980.00 paid by the Respondents, and any additional funds collected from the Respondents, pursuant to the Orders, will be added to the Fair Fund. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On December 12, 2023, the Commission issued an order appointing Miller Kaplan Arase LLP as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No: 34-99144

On February 28, 2024 the Commission issued an order appointing JND Legal Administration as the Fund Administrator to oversee the administration and distribution of the Fair Fund and, set the administrator’s bond amount. See the Commission’s Order: Release No. 34- 99617

On June 18, 2024 the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-100376 and the Proposed Plan.

The Proposed Plan provides that the distribution of the Fair Fund shall be made to those injured investors who were harmed by the Respondents’ conduct described in the Orders in connection with improper accounting for construction projects.

On August 16, 2024, the Commission issued an order approving the plan of distribution and published the approved plan of distribution (“Plan”) See the Commission’s Order: Release No. 34-100754 and the Plan

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov