4100 Clinton Drive
Houston, TX 77020-6299
May 23, 2002
Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-6009
File No. S7-08-02
Acceleration of Periodic Report Filing Dates and
Disclosure Concerning Website Access to Reports
Dear Mr. Katz:
On behalf of Halliburton Company, I am pleased to respond to your request for comments with respect to the above-captioned proposal, and I wish to express my concern about certain aspects of these proposed rules, which would accelerate the time for filing our periodic reports. Halliburton is one of the world's largest providers of products and services to the petroleum and energy industries, and serves its customers with a broad range of products and services through its Energy Services Group and Engineering and Construction Group business segments. The Company had annual sales exceeding $13 billion in 2001 and total assets of approximately $10.9 billion as of March 31, 2002.
We support the Commission's goal in modernizing the periodic reporting system and improving the timeliness and usefulness of quarterly and annual reports to investors. However, we believe the proposed accelerated deadlines would be very difficult and burdensome for Halliburton with our current staffing levels, systems and processes, even assuming no significant issues or events (such as a major acquisition) arose during a reporting period.
Although these deadlines have not changed for many years and technology has enhanced our financial reporting capabilities, the complexity of accounting, financial reporting and SEC reporting has also increased significantly, especially for global companies such as Halliburton. In addition, businesses in general have become more complex and often have multiple information systems as a result of acquisitions and mergers. Our external auditors are substantially complete auditing the income statement and balance sheet by the time the Company issues its year-end earnings press release. However, our statement of cash flows is only preliminary and our footnote disclosures are only partially complete at the time of our earnings release. With regards to our quarterly filings, our external auditors have completed their review of the income statement and balance sheet at the time of our quarterly earnings release, however, the 10-Q is still in its early drafting stage and has not been fully reviewed by the external auditors until approximately one week after the earnings release. In our current financial reporting process, many of the same individuals are involved in both the earnings release and subsequently the drafting of the SEC filings. We spend most of our efforts and time during the preparation of the SEC filings on the disclosures related to critical accounting policies and reporting issues that face the Company. There are many disclosures that involve several groups within the Company, such as operations, legal, accounting, and financial reporting. The preparation, review and audit of these disclosures takes a significant amount of time and varies from quarter to quarter depending on the events and circumstances in a particular quarter. There is a lot of information that is required in the financial statements and SEC filings that is not embodied in the earnings press release and is not completed at the time of the earnings release. The proposed 60-day due date for filing the Annual Report would be more difficult and burdensome for us than the proposed 30-day quarterly filings, and it would also put more pressure on our external audit team. More importantly, it would limit critical management review time and time available for our Audit
Committee (and Board in relation to the 10-K) to properly review the filings. Currently, we file our 10-K in about 70-75 days and our 10-Q in about 35-40 days.
The costs to upgrade or enhance our information systems is uncertain but could easily be in excess of $5-10 million, and would be primarily a one-time cost. The addition of staff would be certain, and would be at least $150 thousand per year at the corporate level and would be an ongoing cost. Additional ongoing personnel costs are almost certain within our businesses in order to accelerate their reporting to corporate.
We believe that a transitional phase-in period, or a stated period of time after the earnings release is more appropriate, so that system modifications can be implemented and processes enhanced to avoid extreme overtime of accounting personnel and to provide adequate time for review and analysis. We support the concept of shortening the filing periods, however, we believe this transition approach is more appropriate and would minimize our quality control risk. In the near-term, we would support a filing deadline for quarterly reports of 40 days and 75 days for the annual report filing, or a stated period of time after the earnings release is issued of 10 days for quarterly reports and 45 days for annual reports. If the filing deadlines were shorter than the times we have suggested above, we would probably have to delay our initial earnings release to the public, which we do not believe is in the public's best interest. In addition, shorter time periods would increase the risk of inaccurate or incomplete information being filed and/or filing late.
We also support the proposal that companies subject to the accelerated filing deadlines disclose in their annual and quarterly reports where investors can obtain access to company Securities and Exchange Commission filings. We believe this will encourage additional use of the Internet which has proven to be an efficient means of distributing important information to investors in a cost effective and worldwide manner. Halliburton provides access to its SEC filings via a hyperlink from its Halliburton Company website to a third-party SEC filings website, which uses electronic files disseminated by the SEC's EDGAR system. Halliburton Company filings can be viewed and printed free of charge through this website and the information is typically available shortly after the filing is accepted by the EDGAR system. However, due to the multi-party interfaces in a complex and constantly changing technology environment, the Company supports a permissible 24-hour delay between the time of the SEC filing and the availability of the filing through the Company website. In addition, the Company provides its Annual Report, proxy statement and press releases on the Company website.
Please contact us if you desire further input or clarification at (713) 676-3454.
Very truly yours,
R. Charles Muchmore, Jr.
Vice President and Controller