SEC Comment Letter for HALLIBURTON CO (HAL) (CIK 0000045012) (HAL) — Feb 3, 2015
HALLIBURTON CO (HAL) (CIK 0000045012)
Date: Feb. 3, 2015 · CIK: 0000045012 · Accession: 0000000000-15-006401
AI Filing Summary & Sentiment
File numbers found in text: 333-201181
Referenced dates: January 13, 2015
Letter
February 3, 2015 Via E -mail Robb Voyles Executive Vice President and General Counsel Halliburton Company 3000 North Sam Houston Parkway East Houston, Texas 77032
Re: Halliburton Company Registration Statement on Form S -4 Filed December 22 , 2014 Response dated January 23, 2015 File No. 333-201181
Dear Mr . Voyles :
We have reviewed your response and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested inform ation. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Annex A
Unaudited Pro Forma Condensed Combine d Financial Statements, page 3
Note 3. Pro Forma Adjustments, page 10
1. We note from your response to comment 6 in our letter dated January 13, 2015 that the retention bonuses reflected in pro forma adjustment (f) may be allocated by Baker Hughes and could be paid to its employees at any time from the date of signing of the merger agreement and the time the merger is consummated and that Bake r Hughes currently anticipates that any such retention bonuses would be payable at the closing of the merger. Based on the clarification you provided, it does not appear that this pro forma adjustment meets the factually supportable criteria in Article 11 of Regulation S -X as the outcome of paying the ret ention bonu ses appears based on an expectation that is
Mr. Robb Voyles Halliburton Company February 3, 2015 Page 2
uncertain at this point in time. Unless you have additional information to consider that you believe would support an alternate view, please revise y our presentation to remove this adjustment.
Closing Comments
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
If you have questions regarding comments on the financial statements and related matters, you may contact Jennifer O’Brien , Staff Accountant, at (202) 551 -3721 or Shannon Buskirk , Staff Accountant , at (202) 551 -3717 . Please contact Parhaum J. Hamidi , Staff Attorney, at (202) 551 -3421 or , in his absence, Timothy S. Levenberg , Special Couns el, at (202) 551-3707 with any other questions.
Sincerely,
/s/H. Roger Schwall
Show Raw Text
February 3, 2015 Via E -mail Robb Voyles Executive Vice President and General Counsel Halliburton Company 3000 North Sam Houston Parkway East Houston, Texas 77032 Re: Halliburton Company Registration Statement on Form S -4 Filed December 22 , 2014 Response dated January 23, 2015 File No. 333-201181 Dear Mr . Voyles : We have reviewed your response and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested inform ation. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Annex A Unaudited Pro Forma Condensed Combine d Financial Statements, page 3 Note 3. Pro Forma Adjustments, page 10 1. We note from your response to comment 6 in our letter dated January 13, 2015 that the retention bonuses reflected in pro forma adjustment (f) may be allocated by Baker Hughes and could be paid to its employees at any time from the date of signing of the merger agreement and the time the merger is consummated and that Bake r Hughes currently anticipates that any such retention bonuses would be payable at the closing of the merger. Based on the clarification you provided, it does not appear that this pro forma adjustment meets the factually supportable criteria in Article 11 of Regulation S -X as the outcome of paying the ret ention bonu ses appears based on an expectation that is Mr. Robb Voyles Halliburton Company February 3, 2015 Page 2 uncertain at this point in time. Unless you have additional information to consider that you believe would support an alternate view, please revise y our presentation to remove this adjustment. Closing Comments We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. If you have questions regarding comments on the financial statements and related matters, you may contact Jennifer O’Brien , Staff Accountant, at (202) 551 -3721 or Shannon Buskirk , Staff Accountant , at (202) 551 -3717 . Please contact Parhaum J. Hamidi , Staff Attorney, at (202) 551 -3421 or , in his absence, Timothy S. Levenberg , Special Couns el, at (202) 551-3707 with any other questions. Sincerely, /s/H. Roger Schwall H. Roger Schwall Assistant Director cc: Kelly B. Rose Baker Botts L.L.P.