XML 38 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
KBR Separation
6 Months Ended
Jun. 30, 2012
Discontinued Operations and Disposal Groups [Abstract]  
KBR Separation
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 provided to KBR as described below. Since the separation, we have recorded adjustments to reflect changes to our estimation of our remaining obligation. All such adjustments are recorded in “Loss from discontinued operations, net of income tax benefit.”
We entered into various agreements relating to the separation of KBR, including, among others, a master separation agreement and a tax sharing agreement. We agreed to provide indemnification in favor of KBR under the master separation agreement for 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.
The tax sharing agreement provides for the calculation and allocation of United States and certain other jurisdiction tax liabilities between us and KBR for the periods 2001 through the date of separation. The tax sharing agreement is complex, and finalization of amounts owed between KBR and us under the tax sharing agreement can occur only after income tax audits are completed by the taxing authorities and both parties have had time to analyze the results.
During the second quarter of 2012, we sent a notice as required by the tax sharing agreement to KBR requesting the appointment of an arbitrator in accordance with the terms of the tax sharing agreement. This request asked the arbitrator to find that KBR owes us $256 million pursuant to the tax sharing agreement. KBR denied that it owes us any amount and asserted instead that we owe KBR certain amounts under the tax sharing agreement. KBR also asserted that they believe the master separation agreement controls this matter and demanded arbitration under that agreement. On July 10, 2012, we filed suit in the District Court of Harris County, Texas, seeking to compel KBR to arbitrate this dispute in accordance with the provisions of the tax sharing agreement, rather than the master separation agreement. No anticipated recovery amounts related to this matter have been recognized in the condensed consolidated financial statements.
Amounts accrued relating to our remaining KBR liabilities are primarily included in “Other liabilities” on the condensed consolidated balance sheets and totaled $215 million as of June 30, 2012 and $201 million as of December 31, 2011. See Note 6 for further discussion of the Barracuda-Caratinga matter.