January
24, 2008
MEMORANDUM
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TO:
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Division
of Corporation Finance
United
States Securities and Exchange Commission
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FROM:
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Halliburton
Company
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RE:
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Halliburton
Company
Form
10-K for the Fiscal Year Ended December 31, 2006
Forms
10-Q for the Fiscal Quarters Ended March 31, 2007, June 30, 2007
and
September
30, 2007
Supplemental
Response dated November 15, 2007
File
No. 001-03492
Response
to SEC Staff Comments dated January 15,
2008
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We
are
responding to comments received from the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) by
letter dated January 15, 2008 regarding our filings referenced
above. Where applicable, our responses refer to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form
10-K”) or our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2007 (the “June 30, 2007 Form 10-Q”). For
your convenience, our responses are prefaced by the staff’s corresponding
comment in italicized text.
We
respectfully submit that, as our responses below indicate, we do not believe
that amendments to the 2006 Form 10-K or the June 30, 2007 Form 10-Q are
necessary or should be required in connection with the staff’s
comments. We will consider adjusting disclosures in future filings as
noted in this response letter when appropriate.
Form
10-K for the Fiscal Year Ended December 31, 2006
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1.
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We
note your response to prior comment 1 and reissue the
comment. Given the significance of the LogCAP III contract to
your business in 2006, and taking into account the amount of backlog
as of
12/31/2006, it is unclear why you believe that the contract was not
“a
contract upon which [your] business [was] substantially
dependent.” Please amend the Form 10-K to file the contract as
an exhibit, or provide us with a detailed analysis supporting your
position.
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Response: Our
response to comment #1 is contained in Annex A, which contains confidential
information that we are providing to the staff on a supplemental
basis. We have requested confidential treatment for Annex
A pursuant to Rule 83 of the SEC’s rules and regulations relating to
Commission records and information.
Note
13, Other Commitments and Contingencies, page 99
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2.
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We
have reviewed your response to comment 1 of our letter dated October
31,
2007 in which you identify numerous legal and other contingent matters
disclosed in Notes 12 and 13. Your response states that you
believe it remote that a material loss will be incurred with respect
to
these matters but does not indicate your intention to disclose this
fact. To aid investor understanding of these matters, provide
clear indication of your assessment of the likelihood of a material
loss
for each matter disclosed in future
filings.
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Response: In
future disclosures, we will provide a clear indication of our assessment
regarding the likelihood of a material loss for each matter disclosed, and
we
will provide an estimate of the possible loss or range of loss or state that
such an estimate cannot be made.
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3.
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On
a related matter, the list of legal and other contingent matters
provided
in your response does not address your conclusions with regards to
the
Iraqi overtime litigation disclosed on page 103. We note your
current disclosure states: “It is premature to assess the
probability of an adverse result…” Based on the facts available
at the time of issuance of your financial statements, your disclosure
in
future filings should state whether the likelihood of a material
loss
related to this matter was considered probable, reasonably possible
or
remote as defined in paragraph 3 of SFAS
5.
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Response: The
Iraqi overtime litigation issue is no longer a remaining contingency for
Halliburton. This contingency relates to the business of KBR, which
is now separate from and unrelated to Halliburton. However, we note
the Staff’s comment and in future disclosures we will clarify the likelihood of
a material loss for each matter disclosed per criteria defined in paragraph
3 of
Statement of Financial Accounting Standards No. 5, “Accounting for
Contingencies.”
Form
10-Q for the Fiscal Quarter Ended June 30, 2007
Note
2, KBR, Inc. Separation, page 6
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4.
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Explain
to us how you intend to disclose any changes in, and the period-end
balance of, the KBR indemnification liability in future
periods.
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Response: Our
intention is to report material changes in, and the period-end balance of,
the
KBR indemnities in the notes to our condensed consolidated financial statements
and/or Management’s Discussion and Analysis of Financial Condition and Results
of Operations in our quarterly periodic reporting and annual Form
10-K.
* * *
Halliburton
Company hereby acknowledges that (i) it is responsible for the adequacy and
accuracy of the disclosure in the filings referenced above, (ii) staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
(iii) it may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of
the United States.
Please
contact Evelyn Angelle of Halliburton Company at (281) 575-4770 with any
questions or comments.
FOIA
CONFIDENTIAL TREATMENT REQUESTED BY HALLIBURTON COMPANY
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Annex
A
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Annex
A
contains confidential information that we are providing to the staff on a
supplemental basis. We have requested confidential treatment
for Annex A pursuant to Rule 83 of the SEC’s rules and regulations
relating to Commission records and information.