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CORRESP
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corresp

December 19, 2008

MEMORANDUM

    TO:

    Division of Corporation Finance

    United States Securities and Exchange Commission

    FROM:

    Halliburton Company

    RE:

    Halliburton Company

    Form 10-K for the Fiscal Year Ended December 31, 2007

    Filed February 2, 2008

    Form 10-Q for the Fiscal Quarters Ended June 30, 2008 and September 30, 2008

    Filed October 21, 2008

    File No. 1-03492

    Response to SEC Staff Comments dated December 15, 2008

               We are responding to comments received from the staff of the Division of Corporation Finance
of the Securities and Exchange Commission by letter dated December 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, 2007 or our Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 2008 or September 30, 2008. 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 2007 Form 10-K or our Form 10-Qs 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, 2007

Financial Statements

Note 1 – Description of Company and Significant Accounting Policies

Revenue recognition, page 52

    1.

    With regard to the “Overall” section here, please expand your disclosures to specify when
revenues from product sales are recognized relative to delivery. Refer to SAB Topic 13:A(1).

    Response: First, we confirm that our company revenue recognition policy is in compliance
with the criteria outlined in SEC Staff Accounting Bulletin Topic 13.A(1) Revenue
Recognition — General SAB 13.A(1). In future disclosures, we will add

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    additional language to clarify that revenue from product sales is recognized after delivery
has occurred. Below is our intended future disclosure language related to the paragraph
under “Revenue Recognition – Overall.”

    “Revenue recognition

    Overall. Our services and products are generally sold based upon purchase orders or
contracts with our customers that include fixed or determinable prices but do not
include right of return provisions or other significant post-delivery obligations. Our
products are produced in a standard manufacturing operation, even if produced to our
customer’s specifications. We recognize revenue from product sales when title passes to the
customer, the customer assumes risks and rewards of ownership, collectibility is reasonably
assured, and delivery occurs as directed by our customer. Service revenue,
including training and consulting services, is recognized when the services are rendered and
collectibility is reasonably assured. Rates for services are typically priced on a per day,
per meter, per man-hour, or similar basis.”

Note 4 – Business Segment Information, page 59

    2.

    Please explain how your determination of your reportable segments complies with paragraph 16
of SFAS 13.1. As part of your response, describe to us the individual business activities
that comprise each of your two reportable segments. Tell us whether those business activities
represent separate operating segments as defined by paragraph 10 of SFAS 131 and, if so, how
you apply paragraphs 17 and 18 of SFAS 131 in order to aggregate them into separate reportable
segments. Please address the specific criteria of paragraph 17, including economic
characteristics of each segment. Additionally, explain to us the changes that occurred in the
third quarter of 2007 that made it appropriate under SFAS 131 to reduce your number of
reportable segments from four to two.

    Response: On October 2, 2007, we submitted a request to the Office of the Chief
Accountant (OCA) for pre-clearance of a change in our reportable operating segments. The
request was subsequent to an internal reorganization of Halliburton into two divisions,
following the separation of KBR, Inc., to better align our products and services with the
process of exploring for and producing from oil and natural gas wells. After providing
documentation to the staff of the OCA and subsequent to a telephonic discussion on October
30, 2007, the staff of the OCA had no objections to the change in our reportable segments to
align with our internal reporting structure of two divisions in accordance with Statement of
Financial Accounting Standard No. 131, Disclosure about Segments of an Enterprise and
Related Information (SFAS 131). A separate letter dated November 6, 2007 was sent to the
OCA summarizing our understanding of the OCA’s agreement. See Attachment A hereto for the
correspondence with the OCA, which addresses the issues referenced in comment #2.

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Form 10-Q for the Fiscal Quarter Ended September 30, 2008

Statements of Cash Flows, page 5

    3.

    Please explain to us why the $115 million loss from discontinued operations is presented
twice on your statement of cash flows in the operating activities section, as both an addition
to and a subtraction from net income, thus netting to zero.

    Response: In addition to the two lines mentioned in your question that are
offsetting balances, there is also a corresponding increase in the indemnity liability to
KBR, Inc. that is included in the “Other” line item in cash flows from operating activities.
After including this balance, the net effect is not zero but instead a positive adjustment
of $115 million to reconcile net income to net cash flows from operating activities. In our
2008 Form 10-K, we will combine the line “Discontinued operations” into the “Other” line
item to avoid any confusion.

Form 10-Q for the Fiscal Quarter Ended June 30, 2008

Management’s Discussion and Analysis

Nonoperating Items, page 37

    4.

    Expand your discussions regarding your decision to increase liabilities for KBR by $117
million in the second quarter of 2008 from $190 million at the end of 2007. In this regard,
include a discussion of the events that occurred during the second quarter which led you to
revise your estimates. In addition, please clarify each assumption that changed and the
reason that the assumption changes.

    Response: As stated in our June 30, 2008 Form 10-Q, we adjusted by $117 million the
estimated indemnities and guarantees in favor of KBR “to reflect our most recent assumptions
regarding the resolution of the FCPA investigation and the Barracuda–Caratinga bolt matter.”
During the second quarter of 2008, we entered into discussions with the Securities and
Exchange Commission and the Department of Justice in an attempt to resolve the FCPA matters
by settlement. These discussions are disclosed in Note 8. In addition, we revised upward
our estimates of the potential cost of bolts replacement slightly, which increased our
potential exposure in resolving the dispute relating to the Barracuda-Caratinga project.

    We followed the guidance in Financial Accounting Standards Board (FASB) Staff Position (FSP)
No. FASB Interpretation (FIN) 45-2, Whether FASB Interpretation No. 45, “Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others,” Provides Support for Subsequently Accounting for a Guarantor’s
Liability at Fair Value, to account for the subsequent measurement of our FIN 45
liabilities. Accordingly, we accounted for the second quarter of 2008 changes in our
assumptions under SFAS No. 5, Accounting for Contingencies and recorded an additional
accrual to adjust our reserve to the low end

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    of the expected range of possible loss because we were unable to estimate a specific
exposure amount within the range.

    We will revise our disclosures in future filings to describe in more detail the reasons for
any previous and any additional future changes in the amounts recorded relating to the
indemnities and guarantees in favor of KBR.

* * *

               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.

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ATTACHMENT A

October 2, 2007

Accounting Group – Interpretations

Office of the Chief Accountant

U.S. Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 7561

Washington, D.C. 20549-7561

Office of Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 5546

Washington, D.C. 20549-5546

Re: Halliburton Company (“Halliburton” or the “Company”)

To Whom it May Concern,

We wish to consult the Office of the
Chief Accountant regarding a change in our reportable
operating segments. Since in prior years we
have had extensive discussion with the staff concerning
our reportable segments, we are requesting pre-clearance from the staff.

Overview of the Company

We currently operate in approximately 70 countries throughout the world, providing a comprehensive
range of discrete and integrated products and services to the energy industry. The majority of our
consolidated revenue is derived from the sale of services and products to major, national, and
independent oil and gas companies. These services and products are used throughout the energy
industry, from the earliest phase of exploration, development, and production of oil and gas
resources through refining and processing.

A summary of the Company’s condensed financial information as of and for the six months ended June
30, 2007 is as follows:

    $ Millions

    Total assets

    11,989

    Shareholders’ equity

    5,858

    Total revenue

    7,157

    Operating income

    1,681

    Income from continuing operations before income taxes
and minority interest

    1,671

    Income from continuing operations

    1,124

    Income from discontinued operations

    958

    Net income

    2,082

A-1

Background

We announced changes to our internal organizational structure in June 2007. After the KBR, Inc.
separation, we evaluated our organizational structure looking for operational efficiencies and cost
management opportunities.

Effective July 1, 2007, we implemented an internal reorganization of the Company. We are now a
matrix organization consisting of product and service divisions and geographies. To improve our
operational efficiency and to better serve our customers, we aligned our products and services to
be better aligned with the process of exploring and producing from oil and natural gas wells. We
now internally report only two divisions and two hemispheres.

Summary of the Accounting Issue and Request of SEC Staff

As a result of the internal reorganization, we believe it is appropriate, under SFAS 131, to begin
reporting consistently between our new internal management reporting structure and how we
externally report business segments. Attached is our internal memo, as reviewed by KPMG,
summarizing the supporting facts, relevant literature and our conclusion. We have also attached a
copy of our August 31, 2007 Executive Committee Financial Data.

We request the Staff review the facts and circumstances as attached and concur with our conclusion
that our Company has two reportable segments, under the appropriate application of SFAS No. 131.

Consultation with the Company’s Independent Auditors

We have been in continuous consultation with our independent auditors, KPMG, and they are in
agreement with the new reportable segments.

Request for Confidential Treatment for a Portion of Submission

Our internal memo summarizing the supporting facts, relevant literature and our conclusion
references an internal Halliburton document that we refer to as Executive Committee Financial Data.
The Company hereby requests that all copies of the Executive Committee Financial Data included with
this submission be treated as confidential. We have separately included with our submission a
confidential treatment request for this document.

A-2

We have also provided contact information for the primary representative of the Company below:

Mark McCollum

Senior Vice President & Chief Accounting Officer

10200 Bellaire Blvd.

Houston, TX 77072

Office No: 281-575-4450

Fax No: 281-575-5589

Sincerely yours,

Mark A. McCollum

A-3

Memo

    To:

    Files

    From:

    Stephanie Holzhauser / Kelly Youngblood

    CC:

    Mark McCollum

    Date:

    October 2, 2007

    Re:

    Segment Reporting

Internal Organization Structure:

Halliburton (the “Company”) completed its separation of KBR, Inc., in April 2007. As a result of
completing the separation of KBR, Inc., the Company’s focus is now fully dedicated to its energy
services operations.

The Company is currently reporting annual and interim results to our shareholders using four
business segments, as follows:

    •

    Production Optimization

    •

    Fluid Systems

    •

    Drilling and Formation Evaluation

    •

    Digital and Consulting Solutions and other

These business segments were determined, in consultation with the SEC staff in the second quarter
of 2003, to reflect how the business was being managed and the way in which our chief operating
decision maker (CODM) regularly reviewed operating results, assessed performance, and allocated
resources.

Halliburton announced changes to its internal organizational structure in June 2007. After the
KBR, Inc. separation, the Company evaluated its organizational structure looking for operational
efficiencies and cost management opportunities. Additionally, the Company’s Chief Executive
Officer (CEO) made a decision to use his available time resulting from the separation to establish
a second corporate headquarters located in Dubai. The eastern hemisphere is a key focus area for
future growth of our company so our CEO is now dedicating a significant portion of his time to
travel and establishing customer relationships to grow the Company’s business.

Effective July 1, 2007, an internal reorganization of the company was implemented. The Company is
now structured as a matrix organization consisting of product & service divisions and geographies.
To improve the Company’s operational efficiency and to better serve its customers, the Company
aligned its products and services to be better aligned with the process of exploring and producing
from oil and natural gas wells. The Company now internally reports only two divisions, the
Drilling and Evaluation division, which focuses on drilling and evaluating the oil and natural gas
wells, and the Completion and Production division, which focuses on the completion phase through
the productive life of oil and natural gas wells. The leadership of each division focuses on
strategy, new product development, global safety and service quality standards, global employee
development plans, capital equipment planning, and mergers and acquisitions (M&A) opportunity
reviews. Each division is led by a Senior Vice President (a “division manager”), who reports to
the Chief Operating Officer (COO), who in turn reports to the Chairman and CEO.

A-4

The division and geographic leadership teams jointly are accountable for safety, service quality,
environmental and sustainability, revenue and operating income growth, margin improvement and
NOVA/CVA performance.

The new divisions of the Compa