10-Q 1 edjune200910q_final.htm JUNE 30, 2009 FORM 10Q edjune200910q_final.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q


[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2009

OR

[   ]   Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _____ to _____

Commission File Number 001-03492


HALLIBURTON COMPANY

(a Delaware corporation)
75-2677995

5 Houston Center
1401 McKinney, Suite 2400
Houston, Texas  77010
(Address of Principal Executive Offices)

Telephone Number – Area Code (713) 759-2600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes     X       No           
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  _____  No _____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer   [X]
Non-accelerated filer     [   ]
Accelerated filer                    [   ]
Smaller reporting company  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes              No     X    

As of July 17, 2009, 901,714,840 shares of Halliburton Company common stock, $2.50 par value per share, were outstanding.

 
 

 

HALLIBURTON COMPANY

Index

   
Page No.
PART I.
FINANCIAL INFORMATION
3
     
Item 1.
Financial Statements
3
     
 
-       Condensed Consolidated Statements of Operations
3
 
-       Condensed Consolidated Balance Sheets
4
 
-       Condensed Consolidated Statements of Cash Flows
5
 
-       Notes to Condensed Consolidated Financial Statements
6
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and
18
 
Results of Operations
 
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
38
     
Item 4.
Controls and Procedures
38
     
PART II.
OTHER INFORMATION
39
     
Item 1.
Legal Proceedings
39
     
Item 1(a).
Risk Factors
39
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
39
     
Item 3.
Defaults Upon Senior Securities
39
     
Item 4.
Submission of Matters to a Vote of Security Holders
39
     
Item 5.
Other Information
41
     
Item 6.
Exhibits
42
     
Signatures
  43

 
 

 

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

HALLIBURTON COMPANY
Condensed Consolidated Statements of Operations
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
Millions of dollars and shares except per share data
 
2009
   
2008
   
2009
   
2008
 
Revenue:
                       
Services
  $ 2,542     $ 3,292     $ 5,492     $ 6,256  
Product sales
    952       1,195       1,909       2,260  
Total revenue
    3,494       4,487       7,401       8,516  
Operating costs and expenses:
                               
Cost of services
    2,164       2,480       4,575       4,753  
Cost of sales
    807       1,012       1,635       1,885  
General and administrative
    48       71       100       143  
Gain on sale of assets, net
    (1 )     (25 )     (1 )     (61 )
Total operating costs and expenses
    3,018       3,538       6,309       6,720  
Operating income
    476       949       1,092       1,796  
Interest expense
    (82 )     (42 )     (135 )     (84 )
Interest income
    3       9       5       29  
Other, net
    (14 )     (2 )     (19 )     (3 )
Income from continuing operations before income taxes
                               
and noncontrolling interest
    383       914       943       1,738  
Provision for income taxes
    (117 )     (288 )     (296 )     (526 )
Income from continuing operations
    266       626       647       1,212  
Loss from discontinued operations, net of income
                               
tax benefit of $1, $1, $1, and $0
    (1 )     (116 )     (2 )     (115 )
Net income
  $ 265     $ 510     $ 645     $ 1,097  
Noncontrolling interest in net income of subsidiaries
    (3 )     (6 )     (5 )     (13 )
Net income attributable to company
  $ 262     $ 504     $ 640     $ 1,084  
Amounts attributable to company shareholders:
                               
Income from continuing operations
  $ 263     $ 620     $ 642     $ 1,199  
Loss from discontinued operations, net
    (1 )     (116 )     (2 )     (115 )
Net income attributable to company
  $ 262     $ 504     $ 640     $ 1,084  
Basic income per share attributable to company shareholders:
                               
Income from continuing operations
  $ 0.29     $ 0.71     $ 0.71     $ 1.37  
Loss from discontinued operations, net
          (0.13 )           (0.13 )
Net income per share
  $ 0.29     $ 0.58     $ 0.71     $ 1.24  
Diluted income per share attributable to company shareholders:
                               
Income from continuing operations
  $ 0.29     $ 0.68     $ 0.71     $ 1.31  
Loss from discontinued operations, net
          (0.13 )           (0.13 )
Net income per share
  $ 0.29     $ 0.55     $ 0.71     $ 1.18  
                                 
Cash dividends per share
  $ 0.09     $ 0.09     $ 0.18     $ 0.18  
Basic weighted average common shares outstanding
    898       875       898       877  
Diluted weighted average common shares outstanding
    900       918       899       916  
See notes to condensed consolidated financial statements.

 
3

 

HALLIBURTON COMPANY
Condensed Consolidated Balance Sheets
(Unaudited)
   
June 30,
   
December 31,
 
Millions of dollars and shares except per share data
 
2009
   
2008
 
Assets
 
Current assets:
           
Cash and equivalents
  $ 1,568     $ 1,124  
Receivables (less allowance for bad debts of $76 and $60)
    3,152       3,795  
Inventories
    1,832       1,828  
Investments in marketable securities
    753        
Current deferred income taxes
    179       246  
Other current assets
    524       418  
Total current assets
    8,008       7,411  
Property, plant, and equipment, net of accumulated depreciation of $4,935 and $4,566
    5,357       4,782  
Goodwill
    1,068       1,072  
Investments in marketable securities
    763        
Other assets
    1,019       1,120  
Total assets
  $ 16,215     $ 14,385  
Liabilities and Shareholders’ Equity
 
Current liabilities:
               
Accounts payable
  $ 755     $ 898  
Accrued employee compensation and benefits
    454       643  
Deferred revenue
    226       231  
Department of Justice (DOJ) and Securities and Exchange Commission (SEC) settlement
               
and indemnity, current
    190       373  
Current maturities of long-term debt
    27       26  
Other current liabilities
    568       610  
Total current liabilities
    2,220       2,781  
Long-term debt
    4,573       2,586  
Employee compensation and benefits
    521       539  
Other liabilities
    577       735  
Total liabilities
    7,891       6,641  
Shareholders’ equity:
               
Common shares, par value $2.50 per share – authorized 2,000 shares, issued 1,067 shares
    2,667       2,666  
Paid-in capital in excess of par value
    395       484  
Accumulated other comprehensive loss
    (198 )     (215 )
Retained earnings
    10,521       10,041  
Treasury stock, at cost – 167 and 172 shares
    (5,084 )     (5,251 )
Company shareholders’ equity
    8,301       7,725  
Noncontrolling interest in consolidated subsidiaries
    23       19  
Total shareholders’ equity
    8,324       7,744  
Total liabilities and shareholders’ equity
  $ 16,215     $ 14,385  
See notes to condensed consolidated financial statements.


 
4

 

HALLIBURTON COMPANY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
   
Six Months Ended
 
   
June 30
 
Millions of dollars
 
2009
   
2008
 
Cash flows from operating activities:
           
Net income
  $ 645     $ 1,097  
Adjustments to reconcile net income to net cash from operations:
               
Depreciation, depletion, and amortization
    439       342  
Payments of DOJ and SEC settlement and indemnity
    (322 )      
Provision for deferred income taxes, continuing operations
    153       155  
Other changes:
               
Receivables
    639       (410 )
Accounts payable
    (150 )     180  
Inventories
    (2 )     (277 )
Other
    (384 )     (102 )
Total cash flows from operating activities
    1,018       985  
Cash flows from investing activities:
               
Sales (purchases) of investments in marketable securities
    (1,518 )     388  
Capital expenditures
    (950 )     (837 )
Acquisitions of assets, net of cash acquired
    (14 )     (150 )
Other investing activities
    62       58  
Total cash flows from investing activities
    (2,420 )     (541 )
Cash flows from financing activities:
               
Proceeds from long-term borrowings, net of offering costs
    1,975        
Payments of dividends to shareholders
    (162 )     (158 )
Payments to reacquire common stock
    (11 )     (381 )
Other financing activities
    58       124  
Total cash flows from financing activities
    1,860       (415 )
Effect of exchange rate changes on cash
    (14 )     4  
Increase in cash and equivalents
    444       33  
Cash and equivalents at beginning of period
    1,124       1,847  
Cash and equivalents at end of period
  $ 1,568     $ 1,880  
Supplemental disclosure of cash flow information:
               
Cash payments during the period for:
               
Interest from continuing operations
  $ 91     $ 72  
Income taxes from continuing operations
  $ 344     $ 473  
See notes to condensed consolidated financial statements.


 
5

 

HALLIBURTON COMPANY
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1.  Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X.  Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our 2008 Annual Report on Form 10-K.
Our accounting policies are in accordance with generally accepted accounting principles in the United States of America.  The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect:
 
-
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and
 
-
the reported amounts of revenue and expenses during the reporting period.
Ultimate results could differ from our estimates.
In our opinion, the condensed consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of June 30, 2009, the results of our operations for the three and six months ended June 30, 2009 and 2008, and our cash flows for the six months ended June 30, 2009 and 2008.  Such adjustments are of a normal recurring nature.  The results of operations for the three and six months ended June 30, 2009 may not be indicative of results for the full year.
We have evaluated subsequent events through July 24, 2009, the date of issuance of the condensed consolidated financial statements.
In the first quarter of 2009, we reclassified certain services between our operating segments to re-establish a new service offering.  In addition, during the first six months of 2009, we adopted the provisions of new accounting standards.  See Notes 3, 8, and 11 for further information.  All prior periods presented have been restated to reflect these changes.

Note 2.  KBR Separation
During 2007, we completed the separation of KBR, Inc. (KBR) from us by exchanging KBR common stock owned by us for our common stock.  In addition, we recorded a liability reflecting the estimated fair value of the indemnities and guarantees provided to KBR as described below.  Since the separation, we have recorded adjustments to our liability for indemnities and guarantees to reflect changes to our estimation of our remaining obligation.  All such adjustments are recorded in “Loss from discontinued operations, net of income tax.”
We entered into various agreements relating to the separation of KBR, including, among others, a master separation agreement, a registration rights agreement, a tax sharing agreement, transition services agreements, and an employee matters agreement.  The master separation agreement provides for, among other things, KBR’s responsibility for liabilities related to its business and our responsibility for liabilities unrelated to KBR’s business.  We provide indemnification in favor of KBR under the master separation agreement for certain contingent liabilities, including our indemnification of KBR and any of its greater than 50%-owned subsidiaries as of November 20, 2006, the date of the master separation agreement, for:
 
-
fines or other monetary penalties or direct monetary damages, including disgorgement, as a result of a claim made or assessed by a governmental authority in the United States, the United Kingdom, France, Nigeria, Switzerland, and/or Algeria, or a settlement thereof, related to alleged or actual violations occurring prior to November 20, 2006 of the United States Foreign Corrupt Practices Act (FCPA) or particular, analogous applicable foreign statutes, laws, rules, and regulations in connection with investigations pending as of that date, including with respect to the construction and subsequent expansion by a consortium of engineering firms comprised of Technip SA of France, Snamprogetti Netherlands B.V., JGC Corporation of Japan, and Kellogg Brown & Root LLC (TSKJ) of a natural gas liquefaction complex and related facilities at Bonny Island in Rivers State, Nigeria; and

 
6

 

 
-
all out-of-pocket cash costs and expenses, or cash settlements or cash arbitration awards in lieu thereof, KBR may incur after the effective date of the master separation agreement as a result of the replacement of the subsea flowline bolts installed in connection with the Barracuda-Caratinga project.
Additionally, we provide indemnities, performance guarantees, surety bond guarantees, and letter of credit guarantees that are currently in place in favor of KBR’s customers or lenders under project contracts, credit agreements, letters of credit, and other KBR credit instruments.  These indemnities and guarantees will continue until they expire at the earlier of:  (1) the termination of the underlying project contract or KBR obligations thereunder; (2) the expiration of the relevant credit support instrument in accordance with its terms or release of such instrument by the customer; or (3) the expiration of the credit agreements.  Further, KBR and we have agreed that, until December 31, 2009, we will issue additional guarantees, indemnification, and reimbursement commitments for KBR’s benefit in connection with:  (a) letters of credit necessary to comply with KBR’s Egypt Basic Industries Corporation ammonia plant contract, KBR’s Allenby & Connaught project, and all other KBR project contracts that were in place as of December 15, 2005; (b) surety bonds issued to support new task orders pursuant to the Allenby & Connaught project, two job order contracts for KBR’s Government and Infrastructure segment, and all other KBR project contracts that were in place as of December 15, 2005; and (c) performance guarantees in support of these contracts.  KBR is compensating us for these guarantees.  We have also provided a limited indemnity, with respect to FCPA and anti-trust governmental and third-party claims, to the lender parties under KBR’s revolving credit agreement expiring in December 2010.  KBR has agreed to indemnify us, other than for the FCPA and Barracuda-Caratinga bolts matter, if we are required to perform under any of the indemnities or guarantees related to KBR’s revolving credit agreement, letters of credit, surety bonds, or performance guarantees described above.
In February 2009, the United States Department of Justice (DOJ) and Securities and Exchange Commission (SEC) FCPA investigations were resolved.  The total of fines and disgorgement was $579 million, of which KBR consented to pay $20 million.  As of June 30, 2009, we had paid $322 million, consisting of $145 million as a result of the DOJ settlement and the indemnity we provided to KBR upon separation and $177 million as a result of the SEC settlement.  Our KBR indemnities and guarantees are primarily included in “Department of Justice (DOJ) and Securities and Exchange Commission (SEC) settlement and indemnity, current” and “Other liabilities” on the condensed consolidated balance sheets and totaled $309 million at June 30, 2009 and $631 million at December 31, 2008.  Excluding the remaining amounts necessary to resolve the DOJ and SEC investigations and under the indemnity we provided to KBR, our estimation of the remaining obligation for other indemnities and guarantees provided to KBR upon separation was $72 million at June 30, 2009.  See Note 7 for further discussion of the FCPA and Barracuda-Caratinga matters.
The tax sharing agreement provides for allocations of United States and certain other jurisdiction tax liabilities between us and KBR.

Note 3.  Business Segment and Geographic Information
We operate under two divisions, which form the basis for the two operating segments we report:  the Completion and Production segment and the Drilling and Evaluation segment.  In the first quarter of 2009, we moved a portion of our completion tools and services from the Completion and Production segment to the Drilling and Evaluation segment to re-establish our testing and subsea services offering, which resulted in a change to our operating segments.  Testing and subsea services provide acquisition and analysis of dynamic reservoir information and reservoir optimization solutions to the oil and gas industry utilizing downhole test tools, data acquisition services using telemetry and electronic memory recording, fluid sampling, surface well testing, subsea safety systems, and reservoir engineering services.  All periods presented reflect reclassifications related to the change in operating segments.
The following table presents information on our business segments.  “Corporate and other” includes expenses related to support functions and corporate executives.  Also included are certain gains and losses not attributable to a particular business segment.
Intersegment revenue was immaterial.  Our equity in earnings and losses of unconsolidated affiliates that are accounted for by the equity method are included in revenue and operating income of the applicable segment.


 
7

 


   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
Millions of dollars
 
2009
   
2008
   
2009
   
2008
 
Revenue:
                       
Completion and Production
  $ 1,752     $ 2,357     $ 3,780     $ 4,479  
Drilling and Evaluation
    1,742       2,130       3,621       4,037  
Total revenue
  $ 3,494     $ 4,487     $ 7,401     $ 8,516  
                                 
Operating income:
                               
Completion and Production
  $ 243     $ 537     $ 606     $ 1,041  
Drilling and Evaluation
    284       504       588       913  
Total operations
    527       1,041       1,194       1,954  
Corporate and other
    (51 )     (92 )     (102 )     (158 )
Total operating income
  $ 476     $ 949     $ 1,092     $ 1,796  
Interest expense
    (82 )     (42 )     (135 )     (84 )
Interest income
    3       9       5       29  
Other, net
    (14 )     (2 )     (19 )     (3 )
Income from continuing operations before
                               
income taxes and noncontrolling interest
  $ 383     $ 914     $ 943     $ 1,738  

Receivables
As of June 30, 2009, 24% of our gross trade receivables were from customers in the United States.  As of December 31, 2008, 34% of our gross trade receivables were from customers in the United States.

Note 4.  Inventories
Inventories are stated at the lower of cost or market.  In the United States, we manufacture certain finished products and have parts inventories for drill bits, completion products, bulk materials, and other tools that are recorded using the last-in, first-out method totaling $79 million at June 30, 2009 and $92 million at December 31, 2008.  If the average cost method was used, total inventories would have been $33 million higher than reported at June 30, 2009 and $31 million higher than reported at December 31, 2008.  The cost of the remaining inventory was recorded on the average cost method.  Inventories consisted of the following:

   
June 30,
   
December 31,
 
Millions of dollars
 
2009
   
2008
 
Finished products and parts
  $ 1,227     $ 1,312  
Raw materials and supplies
    568       446  
Work in process
    37       70  
Total
  $ 1,832     $ 1,828  

Finished products and parts are reported net of obsolescence reserves of $95 million at June 30, 2009 and $81 million at December 31, 2008.

Note 5.  Debt
Senior unsecured indebtedness
In the first quarter of 2009, we issued $1 billion aggregate principal amount of senior notes due September 2039 bearing interest at a fixed rate of 7.45% and $1 billion aggregate principal amount of senior notes due September 2019 bearing interest at a fixed rate of 6.15%.  We may redeem some of the notes of each series from time to time or all of the notes of each series at any time at the redemption prices, plus accrued and unpaid interest.  The notes are general, senior unsecured indebtedness and rank equally with all of our existing and future senior unsecured indebtedness.

 
8

 
Revolving credit facility
In March 2009, we terminated the $400 million unsecured, six-month revolving credit facility established in October 2008 to provide additional liquidity and for other general corporate purposes.

Note 6.  Shareholders’ Equity
The following tables summarize our shareholders’ equity activity.

               
Noncontrolling
 
   
Total
   
Company
   
interest in
 
   
shareholders’
   
shareholders’
   
consolidated
 
Millions of dollars
 
equity
   
equity
   
subsidiaries
 
Balance at December 31, 2008
  $ 7,744     $ 7,725     $ 19  
Transactions with shareholders
    80       81       (1 )
Comprehensive income:
                       
Net income
    645       640       5  
Other comprehensive income
    17       17        
Total comprehensive income
    662       657       5  
Dividends paid on common stock
    (162 )     (162 )      
Balance at June 30, 2009
  $ 8,324     $ 8,301     $ 23  

               
Noncontrolling
 
   
Total
   
Company
   
interest in
 
   
shareholders’
   
shareholders’
   
consolidated
 
Millions of dollars
 
equity
   
equity
   
subsidiaries
 
Balance at December 31, 2007
  $ 6,966     $ 6,873     $ 93  
Share repurchases
    (360 )     (360 )      
Other transactions with shareholders
    136       142       (6 )
Comprehensive income:
                       
Net income
    1,097       1,084       13  
Other comprehensive income
    4       4        
Total comprehensive income
    1,101       1,088       13  
Dividends paid on common stock
    (158 )     (158 )      
Balance at June 30, 2008
  $ 7,685     $ 7,585     $ 100  

The following table summarizes comprehensive income for the quarterly periods presented.

   
Three Months Ended
 
   
June 30
 
Millions of dollars
 
2009
   
2008
 
Net income
  $ 265     $ 510  
Other comprehensive income
    26       2  
Total comprehensive income
  $ 291     $ 512  
Comprehensive income attributable to noncontrolling interest
    3       6  
Comprehensive income attributable to company
    288       506  

Accumulated other comprehensive loss consisted of the following:

   
June 30,
   
December 31,
 
Millions of dollars
 
2009
   
2008
 
Defined benefit and other postretirement liability adjustments
  $ (132 )   $ (151 )
Cumulative translation adjustments
    (63 )     (60 )
Unrealized losses on investments
    (3 )     (4 )
Total accumulated other comprehensive loss
  $ (198 )   $ (215 )


 
9

 

Note 7.  Commitments and Contingencies
Foreign Corrupt Practices Act investigations
Background.  As a result of an ongoing FCPA investigation at the time of the KBR separation, we provided indemnification in favor of KBR under the master separation agreement for certain contingent liabilities, including our indemnification of KBR and any of its greater than 50%-owned subsidiaries as of November 20, 2006, the date of the master separation agreement, for fines or other monetary penalties or direct monetary damages, including disgorgement, as a result of a claim made or assessed by a governmental authority in the United States, the United Kingdom, France, Nigeria, Switzerland, and/or Algeria, or a settlement thereof, related to alleged or actual violations occurring prior to November 20, 2006 of the FCPA or particular, analogous applicable foreign statutes, laws, rules, and regulations in connection with investigations pending as of that date, including with respect to the construction and subsequent expansion by TSKJ of a multibillion dollar natural gas liquefaction complex and related facilities at Bonny Island in Rivers State, Nigeria.
TSKJ is a private limited liability company registered in Madeira, Portugal whose members are Technip SA of France, Snamprogetti Netherlands B.V. (a subsidiary of Saipem SpA of Italy), JGC Corporation of Japan, and Kellogg Brown & Root LLC (a subsidiary of KBR), each of which had an approximate 25% interest in the venture.  TSKJ and other similarly owned entities entered into various contracts to build and expand the liquefied natural gas project for Nigeria LNG Limited, which is owned by the Nigerian National Petroleum Corporation, Shell Gas B.V., Cleag Limited (an affiliate of Total), and Agip International B.V. (an affiliate of ENI SpA of Italy).
DOJ and SEC investigations resolved.  In February 2009, the FCPA investigations by the DOJ and the SEC were resolved with respect to KBR and us.  The DOJ and SEC investigations resulted from allegations of improper payments to government officials in Nigeria in connection with the construction and subsequent expansion by TSKJ of the Bonny Island project.
The DOJ investigation was resolved with respect to us with a non-prosecution agreement in which the DOJ agreed not to bring FCPA or bid coordination-related charges against us with respect to the matters under investigation, and in which we agreed to continue to cooperate with the DOJ’s ongoing investigation and to refrain from and self-report certain FCPA violations.  The DOJ agreement does not provide a monitor for us.
As part of the resolution of the SEC investigation, we retained an independent consultant to conduct a 60-day review and evaluation of our internal controls and record-keeping policies as they relate to the FCPA, and we agreed to adopt any necessary anti-bribery and foreign agent internal controls and record-keeping procedures recommended by or agreed upon with the independent consultant.  The review and evaluation were completed during the second quarter of 2009, and we have implemented the consultant’s immediate recommendations and will implement the remaining long-term recommendations over the next year.  As a result of the substantial enhancement of our anti-bribery and foreign agent internal controls and record-keeping procedures prior to the review of the independent consultant, we do not expect the implementation of the consultant’s recommendations to materially impact our long-term strategy to grow our international operations.  In 2010, the independent consultant will perform a 30-day, follow-up review to confirm that we have implemented the recommendations and continued the application of our current policies and procedures, and to recommend any additional improvements.
KBR has agreed that our indemnification obligations with respect to the DOJ and SEC FCPA investigations have been fully satisfied.
Other matters.  In addition to the DOJ and the SEC investigations, we are aware of other investigations in France, Nigeria, the United Kingdom, and Switzerland regarding the Bonny Island project.
The settlements and the other ongoing investigations could result in third-party claims against us, which may include claims for special, indirect, derivative or consequential damages, damage to our business or reputation, loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business prospects, profits or business value or claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders, or other interest holders or constituents of us or our current or former subsidiaries.

 
10

 

Our indemnity of KBR continues with respect to other investigations within the scope of our indemnity. Our indemnification obligation to KBR does not include losses resulting from third-party claims against KBR, including claims for special, indirect, derivative or consequential damages, nor does our indemnification apply to damage to KBR’s business or reputation, loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business prospects, profits or business value or claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders, or other interest holders or constituents of KBR or KBR’s current or former subsidiaries.
At this time, no claims by governmental authorities in foreign jurisdictions have been asserted against KBR.  Therefore, we are unable to estimate the maximum potential amount of future payments that could be required to be made under our indemnity to KBR related to these matters. See Note 2 for additional information.
Barracuda-Caratinga arbitration
We also provided indemnification in favor of KBR under the master separation agreement for all out-of-pocket cash costs and expenses (except for legal fees and other expenses of the arbitration so long as KBR controls and directs it), or cash settlements or cash arbitration awards, KBR may incur after November 20, 2006 as a result of the replacement of certain subsea flowline bolts installed in connection with the Barracuda-Caratinga project.  Under the master separation agreement, KBR currently controls the defense, counterclaim, and settlement of the subsea flowline bolts matter.  As a condition of our indemnity, for any settlement to be binding upon us, KBR must secure our prior written consent to such settlement’s terms.  We have the right to terminate the indemnity in the event KBR enters into any settlement without our prior written consent.
At Petrobras’ direction, KBR replaced certain bolts located on the subsea flowlines that failed through mid-November 2005, and KBR has informed us that additional bolts have failed thereafter, which were replaced by Petrobras.  These failed bolts were identified by Petrobras when it conducted inspections of the bolts.  We understand KBR believes several possible solutions may exist, including replacement of the bolts.  Estimates indicate that costs of these various solutions range up to $148 million.  In March 2006, Petrobras commenced arbitration against KBR claiming $220 million plus interest for the cost of monitoring and replacing the defective bolts and all related costs and expenses of the arbitration, including the cost of attorneys’ fees.  We understand KBR is vigorously defending and pursuing recovery of the costs incurred to date through the arbitration process and to that end has submitted a counterclaim in the arbitration seeking the recovery of $22 million.  The arbitration panel held an evidentiary hearing in March 2008 to determine which party is responsible for the designation of the material used for the bolts.  On May 13, 2009, the arbitration panel held that KBR and not Petrobras selected the material to be used for the bolts.  Accordingly, the arbitration panel held that there is no implied warranty by Petrobras to KBR as to the suitability of the bolt material and that the parties' rights are to be governed by the express terms of their contract.  The parties and the arbitration panel are now in discussion regarding the future course of the arbitration proceedings with respect to the issues of liability and damages.  Our estimation of the indemnity obligation regarding the Barracuda-Caratinga arbitration is recorded as a liability in our condensed consolidated financial statements as of June 30, 2009 and December 31, 2008.  See Note 2 for additional information regarding the KBR indemnification.
Securities and related litigation
In June 2002, a class action lawsuit was filed against us in federal court alleging violations of the federal securities laws after the SEC initiated an investigation in connection with our change in accounting for revenue on long-term construction projects and related disclosures.  In the weeks that followed, approximately twenty similar class actions were filed against us.  Several of those lawsuits also named as defendants several of our present or former officers and directors.  The class action cases were later consolidated, and the amended consolidated class action complaint, styled Richard Moore, et al. v. Halliburton Company, et al., was filed and served upon us in April 2003.  As a result of a substitution of lead plaintiffs, the case is now styled Archdiocese of Milwaukee Supporting Fund (AMSF) v. Halliburton Company, et al.  We settled with the SEC in the second quarter of 2004.
In June 2003, the lead plaintiffs filed a motion for leave to file a second amended consolidated complaint, which was granted by the court.  In addition to restating the original accounting and disclosure claims, the second amended consolidated complaint included claims arising out of the 1998 acquisition of Dresser Industries, Inc. by Halliburton, including that we failed to timely disclose the resulting asbestos liability exposure.

 
11

 

In April 2005, the court appointed new co-lead counsel and named AMSF the new lead plaintiff, directing that it file a third consolidated amended complaint and that we file our motion to dismiss.  The court held oral arguments on that motion in August 2005, at which time the court took the motion under advisement.  In March 2006, the court entered an order in which it granted the motion to dismiss with respect to claims arising prior to June 1999 and granted the motion with respect to certain other claims while permitting AMSF to re-plead some of those claims to correct deficiencies in its earlier complaint.  In April 2006, AMSF filed its fourth amended consolidated complaint.  We filed a motion to dismiss those portions of the complaint that had been re-pled.  A hearing was held on that motion in July 2006, and in March 2007 the court ordered dismissal of the claims against all individual defendants other than our Chief Executive Officer (CEO).  The court ordered that the case proceed against our CEO and Halliburton.
In September 2007, AMSF filed a motion for class certification, and our response was filed in November 2007.  The court held a hearing in March 2008, and issued an order November 3, 2008 denying AMSF’s motion for class certification.  AMSF then filed a motion with the Fifth Circuit Court of Appeals requesting permission to appeal the district court’s order denying class certification.  The Fifth Circuit granted AMSF’s motion and the order denying class certification is currently on appeal.  The case will remain stayed in the district court pending the outcome of the appeal.  As of June 30, 2009, we had not accrued any amounts related to this matter because we do not believe that a loss is probable.  Further, an estimate of possible loss or range of loss related to this matter cannot be made.
Shareholder derivative cases
In May 2009, two shareholder derivative lawsuits involving us and KBR were filed in Harris County, Texas naming as defendants various current and retired Halliburton directors and officers and current KBR directors.  These cases allege that the individual Halliburton defendants violated their fiduciary duties of good faith and loyalty to the detriment of Halliburton and its shareholders by failing to properly exercise oversight responsibilities and establish adequate internal controls.  The petitions contain various allegations of resulting wrongdoing, including violations of the FCPA and claimed KBR offenses under United States government contracts.  As of June 30, 2009, we had not accrued any amounts related to this matter because we do not believe that a loss is probable.  Further, an estimate of possible loss or range of loss related to this matter cannot be made.