SEC Company Response from HALLIBURTON CO (HAL) (CIK 0000045012) (HAL) — Aug 3, 2010
HALLIBURTON CO (HAL) (CIK 0000045012)
Date: Aug. 3, 2010 · CIK: 0000045012 · Accession: 0000950123-10-072010
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-03492, 333-166656
Referenced dates: June 25, 2010, June 3, 2010
Letter
Via EDGAR and Overnight Mail Division of Corporation Finance United States Securities and Exchange Commission Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010 Filed April 22, 2010 and July 23, 2010 Definitive Proxy Statement filed April 5, 2010 File No. 001-03492
Dear Mr. Dougherty:
On behalf of Halliburton Company (“Halliburton”), we are transmitting for electronic filing via the EDGAR system a memorandum of Halliburton responding to the comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by facsimile dated August 2, 2010.
Please telephone the undersigned (713.229.1856) of the firm Baker Botts L.L.P., counsel to Halliburton, with any questions or comments you may have regarding the enclosed.
Very truly yours,
BAKER BOTTS L.L.P.
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ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
TEL +1 713.229.1234
FAX +1 713.229.1522
www.bakerbotts.com
ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON
August 3, 2010
Via EDGAR and Overnight Mail
Mr. Kevin Dougherty
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Halliburton Company
Registration Statement on Form S-4
Filed May 7, 2010
File No. 333-166656
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 17, 2010
Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010
Filed April 22, 2010 and July 23, 2010
Definitive Proxy Statement filed April 5, 2010
File No. 001-03492
Dear Mr. Dougherty:
On behalf of Halliburton Company (“Halliburton”), we are transmitting for electronic filing via the
EDGAR system a memorandum of Halliburton responding to the comments received from the staff of the
Division of Corporation Finance of the Securities and Exchange Commission by facsimile dated August
2, 2010.
Please telephone the undersigned (713.229.1856) of the firm Baker Botts L.L.P., counsel to
Halliburton, with any questions or comments you may have regarding the enclosed.
Very truly yours,
BAKER BOTTS L.L.P.
By:
/s/ Eric C. Swanson
Eric C. Swanson
Enclosures
cc:
Mr. Albert O. Cornelison, Jr. (Halliburton Company)
Mr. Brian Keith (Boots & Coots, Inc.)
Mr. William T. Heller IV (Thompson & Knight LLP)
August 3, 2010
MEMORANDUM
TO:
Division of Corporation Finance
Securities and Exchange Commission
FROM:
Halliburton Company
RE:
Registration Statement on Form S-4
Filed May 7, 2010
File No. 333-166656
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 17, 2010
Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010
Filed April 22, 2010 and July 23, 2010
Definitive Proxy Statement filed April 5, 2010
File No. 001-03492
Response to Staff Comments dated June 3, 2010
We are responding to comments received from the staff of the Division of Corporation Finance
(the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by
facsimile dated August 2, 2010 relating to Halliburton’s Registration Statement on Form S-4 filed
with the Commission on May 7, 2010 (the “Registration Statement”).
We have filed through EDGAR and enclose herewith five courtesy copies of Amendment No. 2 to
the Registration Statement (“Amendment No. 2”). We are also submitting supplementally for your
review five courtesy copies of Amendment No. 2 marked to show all changes to Halliburton’s
Amendment No. 1 to Form S-4 filed with the Commission on June 25, 2010.
As discussed with the Staff on August 3, 2010, we no longer anticipate filing Amendment No. 1
to our Annual Report on Form 10-K (the “Form 10-K/A”) with the Commission as described in our
memorandum to the Staff dated June 25, 2010 because (1) comments 5 through 9 received from the
Staff on June 3, 2010 were addressed in our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010 filed with the Commission on July 23, 2010 and (2) comments 13 through 15 received
from the Staff on June 3, 2010 will be addressed, consistent with the draft Form 10-K/A attached to
our memorandum dated June 25, 2010, on a prospective basis beginning with our Annual Report on Form
10-K for the fiscal year ended December 31, 2010 or our Proxy Statement relating to our 2011 Annual
Meeting of Stockholders.
For your convenience, our responses are prefaced by the corresponding Staff comment in bold
text.
- 2 -
August 3, 2010
Form S-4
1.
We note your response to comment 1 from our letter to you dated July 16, 2010, and we reissue
the comment. At a minimum, provide a new “Recent Developments” section in the forepart of the
prospectus within the amended Form S-4 to include the disclosure that was the subject of
comments 2, 3, and 9 from our letter to you dated June 3, 2010. You may include in that
section text which makes clear precisely where in your incorporated Exchange Act filings
additional details may be found.
Response: We have revised Amendment No. 2 accordingly. Please see pages 17-20.
2.
We note the new disclosure at page 25 of your Form 10-Q for the period ended June 30, 2010,
regarding the estimated negative impact on your earnings per quarter. The new prospectus
disclosure you provide in response to comment 1 above should include any estimates you have
prepared regarding the negative impact on earnings for fiscal year 2010, rather than merely
providing quarterly information in that regard.
Response: We have revised Amendment No. 2 to aggregate the estimated negative impact
on earnings per share for the full year 2010. Please see page 20.
Please call Eric Swanson or Andrew Baker of Baker Botts L.L.P. at (713) 229-1856 or (214)
953-6735, respectively, if you have any questions.