Halliburton Company (Halliburton) was an oilfield services corporation headquartered in Houston, Texas. The company's stock was registered with the SEC and traded on the New York Stock Exchange.
According to Halliburton’s SEC filings, it was reported that a French magistrate was investigating $180.0 million in payments made by TSKJ in connection with a multi-billion dollar project to build and expand a liquefied natural gas plant in Nigeria. TSKJ was considered a private limited liability company registered in Madeira, Portugal whose members were Technip SA of France, Snamprogetti Netherlands B.V., JGC Corporation of Japan, and a subsidiary of Halliburton, Kellogg Brown & Root, each of which owned 25% of the venture.
The Paris public prosecutor’s office was probing whether the payments were illegal. The DOJ and the SEC asked Halliburton for a report on these matters and began reviewing the allegations in light of the requirements of the FCPA.
Halliburton began an internal investigation into the suspect payments with the assistance of outside counsel and cooperated with other government investigations, which included the UK’s Serious Fraud Office, as well as the Nigerian Economic and Financial Crimes Commission.
The SEC commenced a formal investigation, as did the DOJ. Halliburton produced documents to both, voluntarily and pursuant to subpoenas, and made employees available for testimony.
In November 2006, KBR, Inc., formerly Kellogg Brown & Root, completed an initial public offering and in April 2007, Halliburton and KBR completed separation. Halliburton agreed to indemnify KBR for certain liabilities in the agreement, including for the outcome of the TSKJ investigations.
In September 2006 and October 2007, the SEC and the DOJ, respectively, each requested that Halliburton enter into an agreement to extend the statute of limitations with respect to each agency investigation.
Both the SEC and DOJ investigations were expanded to include TSKJ's use of an immigration services provider, apparently managed by a Nigerian immigration official, to which approximately $1.8 million in payments in excess of costs of visas were allegedly made between approximately 1997 and the termination of the provider in December 2004 and Halliburton’s 2007 reporting of this matter to the government. TSKJ terminated the immigration services provider after a KBR employee discovered the issue.
In February 2009, the FCPA investigations by the DOJ and the SEC were resolved.
With respect to the DOJ, in February 2009, a subsidiary of KBR, Inc. pleaded guilty to conspiring to violate the FCPA and to substantive violations of the anti-bribery provisions of the FCPA. The DOJ investigation was resolved with respect to Halliburton with a non-prosecution agreement in which the DOJ agreed not to bring FCPA charges against the company with respect to the matters under investigation, and in which the company agreed to continue to cooperate with the DOJ’s ongoing investigation and to refrain from and self-report certain FCPA violations. The DOJ agreement did not provide for a monitor for Halliburton.
With respect to the SEC, without admitting or denying the allegations in an SEC complaint, Halliburton consented to the entry of a final judgment that permanently enjoined the company from violating the record-keeping and internal control provisions of the FCPA. KBR also entered into a related settlement with the SEC. As part of Hallibuton’s settlement with the SEC, the company agreed to be jointly and severally liable with KBR for, and paid the SEC, $177 million in disgorgement in the first quarter of 2009.
