In re Halliburton Company and

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No.  81222 / July 27, 2017 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No.  3884 / July 27, 2017 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-18080 
 
In the Matter of 
 
       Halliburton Company and  
       Jeannot Lorenz, 
 
Respondents. 
 
 ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-DESIST 
ORDER 
 
 
I. 
 
 The Securities and Exchange Commission (“SEC” or “Commission”) deems it 
appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 
21C of the Securities Exchange Act of 1934 (“Exchange Act”), against Halliburton Company 
(“Halliburton”) and Jeannot Lorenz (collectively, the “Respondents”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement which the Commission has determined to accept.  Solely for the purpose of these 
proceedings and any other proceedings brought by or on behalf of the Commission, or to which 
the Commission is a party, and without admitting or denying the findings herein, except as to the 
Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Cease-and-Desist 
Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, 
and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. 
 
  

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III. 
 
 On the basis of this Order and Respondents’ Offers of Settlement, the Commission finds
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that: 
 
SUMMARY 
 
1. This matter concerns violations of the books and records and internal accounting 
controls provisions of the Foreign Corrupt Practices Act (“FCPA”) by Halliburton, a global 
oilfield services company, headquartered in Houston, Texas, and its former Vice-President, 
Jeannot Lorenz, a citizen of France and permanent resident of the United States. 
 
2. From April 2010 through April 2011, Halliburton paid $3,705,000 to a local 
Angolan company that Halliburton had proposed to a Sonangol Official to fulfill local content 
obligations.  The local Angolan company was owned by a former Halliburton employee and a 
friend and neighbor of the Sonangol government official and some of the payments were made in 
advance of Halliburton obtaining lucrative oilfield services contracts.  The Sonangol official, 
who had authority to veto or reduce subcontracts awarded to Halliburton by large international 
oil companies, approved Halliburton’s local content proposal.   
 
3. The payments to the local Angolan company were made under two contracts 
arranged and negotiated by Lorenz and others:  (i) a September 2009 Interim Consulting 
Agreement, and (ii) a May 2010 Real Estate Transaction Management Agreement.  Halliburton 
entered into these contracts in violation of its own internal accounting controls and did not record 
the true nature of the transactions in its books and records.  Specifically, the two contracts were 
entered into for the purpose of paying the local Angolan company to satisfy local content 
requirements, not for the stated scope of work set forth in each contract.  In addition, Halliburton 
entered into the contracts without following all of the terms of its internal accounting controls 
governing such transactions.   
 
4. Lorenz negotiated and entered into the agreements with the local Angolan 
company while knowingly circumventing certain Halliburton internal accounting controls.  Also, 
Lorenz falsified books and records by knowingly providing inaccurate scopes of work and other 
information contained in the agreements.  Lorenz, therefore, personally violated provisions that 
prohibit knowingly circumventing internal accounting controls and falsifying books and records, 
and also caused Halliburton’s violations of the books and records and internal accounting 
controls provisions of the FCPA. 
 
RESPONDENTS 
 
5.  Halliburton Company is a Delaware oilfield services corporation, headquartered 
in Houston, Texas.  Its common stock is registered under Section 12(b) of the Exchange Act and 
trades on the NYSE.  During the relevant time period, Halliburton had more than 70,000 
                                                            
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  The findings herein are made to pursuant to Respondents’ Offers of Settlement and are not binding on any 
other person or entity in this or any other proceeding.   

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employees operating in over 70 countries with country managers that report to regional 
managers.  In February 2009, Halliburton entered into a settlement with the Commission over a 
bribery scheme executed by Halliburton’s former wholly-owned subsidiary, KBR, Inc. (by then a 
separate U.S. issuer), and KBR’s former CEO, and consented to the entry of a final judgment 
enjoining it from violating the books and records and internal accounting controls provisions of 
the FCPA and, jointly and severally with KBR, disgorged $177 million of ill-gotten gains.  
Separately, as a result of a parallel investigation with the Department of Justice, KBR paid a 
criminal fine of $382 million.    
 
6. Jeannot C. Lorenz (age 65) is a French citizen with permanent residence status 
in the United States who is currently residing in Angola.  He is a former Halliburton Vice-
President who had been the country manager in charge of Halliburton’s operations in Angola 
from 1993 to 2002.  He returned to Angola to serve as interim country manager from mid-2004 
through early-2005.  Beginning in April 2008, while officially working for Halliburton in Brazil, 
Lorenz was appointed to lead the company’s local content efforts in Angola.  Lorenz left the 
company in late 2013. 
 
FACTS 
 
7. In early 2008, Sonangol officials told Halliburton management that Sonangol was 
considering vetoing further subcontract work for Halliburton in Angola because Halliburton had 
insufficient local content and was not compliant with Angola’s local content regulations 
governing foreign companies operating in Angola.  Sonangol officials made it clear that 
Halliburton needed to partner with more local Angolan-owned businesses in order to satisfy local 
content requirements.  In response, starting in April 2008, Halliburton tasked Lorenz to 
spearhead efforts to find local content in Angola that would be acceptable to Sonangol.  Lorenz 
previously worked for Halliburton in Angola where he had established relationships and 
networks with many Angolans, including Sonangol and other government officials.  During 2008 
and early 2009, Lorenz and Halliburton considered a variety of potential local content projects 
and kept Sonangol officials apprised of their progress.  In 2008, Halliburton finalized and 
commenced one separate local content project not involving the local Angolan company.  This 
separate project fulfilled Halliburton’s local content obligations for contracts that were up for bid 
in 2008.   
 
8. By April 2009, another round of contracts for other joint Sonangol/international 
oil company projects was coming up for bid.  Halliburton understood that the 2008 local content 
efforts would not count for this new round of contract bids.  Halliburton also learned from a 
variety of sources, including the head of an international oil company’s operations in Angola, 
that Sonangol remained extremely dissatisfied with Halliburton’s local content efforts and that 
Sonangol might veto the international oil company’s recommendations that Halliburton be 
awarded certain contracts in Angola.  In response, Lorenz proposed that Halliburton offer to 
outsource approximately $15 million of unspecified services to a local Angolan company that 
was owned by a former Halliburton employee who was a friend and neighbor of the government 
official who would on Sonangol’s behalf approve the award of the contracts in question to 
Halliburton.  Lorenz knew of the relationship between the owner of the local Angolan company 
and the Sonangol government official.  On April 29, 2009, Halliburton senior executives met 

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with the Sonangol government official at Sonangol’s headquarters in Luanda and discussed 
Lorenz’s proposal for local content.  Thereafter, Lorenz began a lengthy effort to retain this local 
Angolan company in order to fulfill Halliburton’s proposal, making three attempts to do so.   
 
9. Lorenz first proposed retaining the local Angolan company as a commercial agent 
and paying a fee equal to 2% of Halliburton’s existing revenue earned in Angola.  Lorenz 
projected that Halliburton would pay a fee of approximately $4 million for the remaining 6 
months in 2009 which would rise to $15 million by 2013.  However, Lorenz’s proposal to pay a 
fee on existing revenues (as opposed to newly obtained business) was rejected by Lorenz’s direct 
management because (i) Halliburton declined to add any agents in Africa during that time period, 
and (ii) Halliburton generally retained commercial agents to obtain new business for Halliburton 
and paid the agent a percentage of the new business as a commission or fee.  As outlined by 
Halliburton’s legal department, to retain the local Angolan company as a commercial agent, it 
would be required to undergo a lengthy due diligence and review process that included retaining 
outside U.S. legal counsel experienced in FCPA compliance to conduct interviews.  
Halliburton’s in-house counsel noted that “[t]his is undoubtedly a tortuous, painful 
administrative process, but given our company’s recent US Department of Justice/SEC 
settlement, the board of directors has mandated this high level of review.”  As a result of the 
internal disapproval, Lorenz abandoned the idea of retaining the local Angolan company as a 
commercial agent.  
  
10. Lorenz then proposed to directly outsource some of Halliburton’s in-house 
functions to the local Angolan company without competitive bidding.  However, in order to 
comply with the company’s internal accounting controls, Halliburton’s procurement personnel 
required a competitive bidding process to outsource real estate maintenance, travel and ground 
transportation services in which the preferred local Angolan company would compete.  
Halliburton personnel in Angola and procurement specialists from Houston conducted the 
competitive bidding.  As the bidding process would take several months to complete, Lorenz 
considered it imperative to show “good faith” by beginning to engage and pay the local Angolan 
company some money.  Accordingly, in July 2009 – before the initial request for quotes in the 
bidding process was issued in October 2009 – Lorenz began negotiating a “bridge agreement.”  
The initial draft was a six-month “consulting agreement” beginning in September 2009 for 
$30,000 per month.  By late October 2009, after further negotiations, the amount was increased 
to $45,000 per month.  The effective date of the agreement remained September 2009, despite 
that November was about to begin and the contract had not been signed.    
      
11. The real reason for the interim consulting agreement – to provide bridge payments 
as a show of good faith to the Sonangol government official and the local Angolan company 
until the latter successfully emerged from the bidding process – did not appear in the agreement.  
Rather, the scope of work falsely stated that the local Angolan company would be “developing 
reports with respect to findings and recommendations” addressing local content requirements 
and how Halliburton could meet those requirements with respect to areas of travel, local 
logistics, and real estate.  In order to secure approval for the draft agreement in the fall of 2009, 
Lorenz made false statements that led other Halliburton employees to believe that the local 
Angolan company had already provided and would continue to provide actual services under the 

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consulting agreement.  However, the agreement was not executed and payments under the 
agreement were not made until beginning in February 2010. 
 
12. Halliburton’s internal accounting controls required that the supplier qualification 
process begin with an assessment of the criticality or risk of a material or service, not with a 
particular supplier.  Instead, Lorenz started with a particular supplier (the local Angolan 
company) and then backed into a list of services it could provide.  Lorenz also violated 
Halliburton internal accounting controls by entering into the interim consulting agreement 
without either seeking competitive bids or providing an adequate single source justification.  
Lorenz failed to comply with an internal accounting control that required contracts over $10,000 
in countries with a high risk of corruption, such as Angola, to be reviewed and approved by a 
Tender Review Committee.   
 
13. By January 2010, nine months had passed since Halliburton had proposed to 
Sonangol that it would use the local Angolan company to satisfy local content requirements.  
Both Sonangol and the proposed local Angolan company believed that Halliburton was failing to 
comply with local content requirements, thus risking the award of significant contracts scheduled 
for mid-2010.  At this moment of crisis, Lorenz asked a Halliburton senior executive to meet 
with the Sonangol government official as soon as possible to renew Halliburton’s local content 
commitment and the April 2009 proposal.  On January 13, 2010, in the middle of an unrelated 
trip through the Middle East, the Halliburton senior executive flew to Portugal to meet the 
Sonangol government official at the vacation home of the Sonangol government official’s friend, 
the owner of the local Angolan company.  Both Lorenz and the friend were present.  The 
Halliburton senior executive explained to the Sonangol government official the delays associated 
with a large company’s procurement processes and affirmed that Halliburton was negotiating a 
deal with the local Angolan company to satisfy local content requirements.  The Halliburton 
senior executive also asked the Sonangol government official for his support for the international 
oil company’s award of an upcoming contract to Halliburton, in light of progress Halliburton 
was making to satisfy Halliburton’s local content requirements.   
 
14. In February 2010, Halliburton’s procurement personnel reviewed the bids for real 
estate maintenance, travel and ground transportation services, and the preferred local Angolan 
company was the least successful of the bidders.  The local Angolan company did not submit a 
bid for the travel portion but submitted bids for real estate maintenance and ground 
transportation.  The local Angolan company’s bid was 90% to 447% higher than the next highest 
bid for the property maintenance and was 42% to 126% higher in ground transportation.  As 
noted by a Halliburton employee in a February 9, 2010 email evaluating the bids, the local 
Angolan company “is a very expensive solution (non-competitive and not justified based on their 
proposal) . . . .”  Nonetheless – and notwithstanding the apparent availability of other Angolan 
bidders to satisfy local content requirements -- Halliburton officials believed that they needed to 
use the preferred local Angolan company as their local content because they had committed they 
would do so.  According to the February 9, 2010 email, Lorenz was “scrambling to find [a] 
justification” to award the business to the local Angolan company.  
 
15. Lorenz and others unsuccessfully attempted to negotiate with the local Angolan 
company for an acceptable price for the services based on the bids received from others.  The 

6 
 
owner of the local Angolan company, however, insisted on an unexplained, non-negotiable 
monthly “fixed cost” of no less than $250,000 above his costs.  On February 22, 2010, the local 
Angolan company refused to negotiate further.  Desperate for a solution, and feeling intense 
pressure to get the deal with the local Angolan company done, Lorenz and others pivoted from 
the outsourced services contemplated under the bidding process to a new proposal where the 
local Angolan company would lease commercial and residential real estate and then sublease the 
properties to Halliburton at a substantial markup, and also provide real estate transaction 
management consulting services.  The preferred local Angolan company had minimal experience 
in these areas and the services could have been provided more cheaply if done internally by 
Halliburton personnel.  Nonetheless, on February 23, 2010, Halliburton issued a letter of intent to 
enter into contracts with the local Angolan company for real estate transaction management 
consulting services and subleases for office and residential space.  The local Angolan company 
owner accepted the letter of intent and contacted the Sonangol official to inform him of the 
agreement in principle.     
 
16. By again selecting a particular supplier – rather than determining the critical 
services and then selecting the appropriate supplier – and doing so without competitive bidding 
or substantiating the need for a single source, Lorenz violated Halliburton’s internal accounting 
controls.  Also, another Halliburton internal accounting control required its Real Estate Services 
department to manage the process of subleasing real property and initiating contracts for 
professional services related to the acquisition or disposition of property.  Initially, no one from 
Real Estate Services was consulted about the need for these services, let alone managed the 
process.  Ultimately, although employees from Halliburton’s Real Estate Services Department 
assisted in drafting the contract, Lorenz and others outside of Real Estate Services managed and 
executed the agreement. 
 
17. Near contemporaneously with the signing of the letter of intent, Lorenz and the 
local Angolan company finally executed the Interim Consulting Agreement in February 2010.  
That agreement remained backdated to September 2009 and Halliburton paid the local Angolan 
company $405,000 for the period of September 2009 through May 2010 even though the local 
Angolan company never provided the services enumerated in the agreement.   
 
18. In late March 2010, as part of review processes required by Halliburton’s internal 
accounting controls in approving contracts over a certain value threshold high risk countries like 
Angola, personnel from the Finance & Accounting department, both at the region and 
headquarters, raised concerns about the proposed Real Estate Transaction Management 
Agreement.  Specifically, they questioned the use of single source procurement, the upfront 
payment terms, the high costs, and the rationale for entering into subleases for properties that 
would cost less if leased directly from the landlord.  One Finance & Accounting reviewer at 
headquarters noted that he could not think of any legitimate reason to pay the local Angolan 
company over $13 million under the Real Estate Transaction Management Agreement and that it 
would not have cost that much to run Halliburton’s entire real estate department in Angola.  
These concerns were raised with and vetted within the Finance & Accounting supervisory chain, 
and with Halliburton senior corporate executives.  The senior executives understood that the 
commercial terms were onerous but allowed the contract reviews to proceed because they 

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believed that by this time only this agreement with the local Angolan company would satisfy 
Sonangol as to Halliburton’s local content commitments.   
 
19. On May 1, 2010, Lorenz signed the Real Estate Transaction Management 
Agreement with the local Angolan company.  Halliburton agreed to pay the local Angolan 
company $275,000 per month for four years to purportedly (i) manage real estate transactions in 
and around Luanda, Angola, (ii) develop a strategy for Halliburton’s staff housing, (iii) develop a 
strategy for “off base” leasing of commercial space, (iv) streamline the leasing process, and (v) 
produce quarterly reports relating to planning, costs and market conditions.  Halliburton did not 
receive any meaningful services under this agreement and the local Angolan company failed to 
produce the required reports except for one unfinished report that was found in Lorenz’s house in 
Angola in 2011 that appeared to be plagiarized wholly from internet sources.  Halliburton 
terminated payments to the local Angolan company in April 2011 after receiving an anonymous 
email in December 2010 alleging possible misconduct surrounding the transactions with the local 
Angolan company. 
 
20. According to Halliburton’s internal accounting controls, using a single source is 
justified when “there is a significant advantage to the Company in soliciting a bid from only one 
supplier, although more than one supplier may be capable of supplying the product or service.”  
Halliburton’s internal accounting controls indicated that using a single source “typically occurs 
when a supplier is clearly preferred for quality, technical, execution or other reasons.”  In this 
case, the supplier was not preferred for quality or technical reasons or its ability to execute.  
Instead it was chosen to fulfill Halliburton’s local content commitment to Sonangol.  Halliburton 
internal accounting controls also mandated that when using a single source vendor without 
competitive bidding, the underlying reasons “should be clearly identified and justified by 
referencing an existing approved Single Source justification.”  The purpose of this control is to 
provide needed information to company auditors in their effort to test whether transactions were 
undertaken for legitimate reasons and not due to improper considerations. 
  
21. Although possible justifications for selecting the local Angolan company may 
have been discussed in some company emails, the documentation entered into Halliburton’s 
accounting system in May 2010 provided no justification for choosing the local Angolan 
company as a single source provider.  The purported justifications merely described in summary 
form the terms of the agreements.  As a consequence, internal audit was kept in the dark about 
the transactions and its late 2010 yearly review did not examine them.  While internal audit did 
not examine the agreements with the local Angolan company in its late 2010 yearly review in 
Angola, it did note, from the transactions it did examine, that most of the filed single source 
justifications contained “inadequate information on the SSJ [Single Source Justification] to 
support why sole sourcing was necessary.” 
 
22. From April 2010 through April 2011, when Halliburton terminated payments to 
the local Angolan company because of the allegations of misconduct, Halliburton paid the local 
Angolan company $3,705,000 under the interim consulting agreement and the Real Estate 
Transaction Management Agreement.  Between May and December 2010, Sonangol approved 
the award of seven lucrative subcontracts to Halliburton and Halliburton profited by 
approximately $14 million.   

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23. In determining to accept the Offer, the Commission considered remedial acts 
undertaken by Respondent and cooperation afforded the Commission staff, including making 
foreign witnesses available, compiling financial data and analysis relating to the transactions at 
issue, and making substantive presentations on key topics at the staff's request.   
LEGAL STANDARDS AND VIOLATIONS 
 
24. As a result of the conduct described above, Halliburton violated Section 
13(b)(2)(A) of the Exchange Act, which requires issuers that have a class of securities registered 
pursuant to Section 12 of the Exchange Act and issuers with reporting obligations pursuant to 
Section 15(d) of the Exchange Act to make and keep books, records, and accounts which, in 
reasonable detail, accurately and fairly reflect their transactions and dispositions of their assets. 
 
25. As a result of the conduct described above, Halliburton also violated 
Section13(b)(2)(B) of the Exchange Act, which requires issuers that have a class of securities 
registered pursuant to Section 12 of the Exchange Act and issuers with reporting obligations 
pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of internal 
accounting controls sufficient to provide reasonable assurances that (i) transactions are executed 
in accordance with management’s general or specific authorization; (ii) transactions are recorded 
as necessary (I) to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and (II) to 
maintain accountability for assets; (iii) access to assets is permitted only in accordance with 
management’s general or specific authorization; and (iv) the recorded accountability for assets is 
compared with the existing assets at reasonable intervals and appropriate action is taken with 
respect to any differences.  As a result of the prior settlement, Halliburton had clearly defined 
internal accounting controls governing, among other things, the selection and approval of 
vendors in high risk countries, commercial agents and single source suppliers.  However, 
Halliburton failed to maintain these controls.  Indeed, as there was a business need, the company 
failed to comply with controls that were supposed to prevent further violations of the FCPA.   
 
26. As a result of his conduct described above, Jeannot Lorenz caused Halliburton’s 
violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
 
27. As a result of his conduct described above, Jeannot Lorenz violated Section 
13(b)(5) of the Exchange Act, which prohibits persons from knowingly circumventing or 
knowingly failing to implement a system of internal accounting controls, or knowingly falsifying 
any book, record or account, and Exchange Act Rule 13b2-1, which prohibits persons from 
directly or indirectly falsifying or causing to be falsified any book, record, or account. 
IV. 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offers. 
 
 Accordingly, it is hereby ORDERED that: 

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A. Pursuant to Section 21C of the Exchange Act, Respondent Halliburton cease-and-
desist from committing or causing any violations and any future violations of Sections 
13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
 
B. Pursuant to Section 21C of the Exchange Act, Respondent Jeannot Lorenz cease-
and-desist from committing or causing any violations and any future violations of Sections 
13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder. 
 
C. Respondent Halliburton shall, within 14 days of the entry of this Order, disgorge 
ill-gotten gains of $14,000,000 along with prejudgment interest of $1.2 million, and pay a civil 
penalty of $14,000,000 to the Securities and Exchange Commission for transfer to the general 
fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 600 or 
pursuant to 31 U.S.C. § 3717. 
 
D. Respondent Jeannot Lorenz shall pay a civil penalty of $75,000, to the Securities 
and Exchange Commission for transfer to the general fund of the United States Treasury, subject 
to Exchange Act Section 21F(g)(3).   Payment shall be made in the following installments: 
Lorenz shall pay (i) $20,000 within 14 days of the entry of this Order, and (ii) an additional 
$55,000 within 364 days of the entry of this Order.  If any payment is not made by the date the 
payment is required by this Order, the entire outstanding balance of the civil penalty, plus any 
additional interest accrued pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. § 
3717, shall be due and payable immediately, without further application. 
 
E. For both Respondents, payment must be made in one of the following ways: 
 
(1)  Respondents may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon request; 
 
(2)  Respondents may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
 
(3)  Respondents may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to: 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
  Payments by check or money order must be accompanied by a cover letter 
identifying Halliburton or Jeannot Lorenz as a Respondent in these proceedings, 
as appropriate, and the file number of these proceedings; a copy of the cover letter 

10 
 
and check or money order must be sent to Ansu Banerjee, Assistant Regional 
Director, Division of Enforcement, Securities and Exchange Commission, Los 
Angeles Regional Office, 444 South Flower Street, Suite 900, Los Angeles, CA 
90071. 
 
 F.  Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent Jeannot Lorenz agrees that in any 
Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or 
reduction of any award of compensatory damages by the amount of any part of Respondent’s 
payment of a civil penalty in this action (“Penalty Offset”). If the court in any Related Investor 
Action grants such a Penalty Offset, Respondent Jeannot Lorenz agrees that he shall, within 30 
days after entry of a final order granting the Penalty Offset, notify the Commission's counsel in 
this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. 
Such a payment shall not be deemed an additional civil penalty and shall not be deemed to 
change the amount of the civil penalty imposed in this proceeding. For purposes of this 
paragraph, a “Related Investor Action” means a private damages action brought against 
Respondent by or on behalf of one or more investors based on substantially the same facts as 
alleged in the Order instituted by the Commission in this proceeding. 
 
 G. Respondent Halliburton shall comply with the following undertakings: 
 
1. Retain an independent consultant (the “Independent Consultant”) not 
unacceptable to the Staff within ninety (90) calendar days after the issuance of 
this Order.  Within sixty (60) calendar days after the issuance of this Order, 
Respondent shall recommend to the Staff a qualified candidate to serve as the 
Independent Consultant.  The Staff shall provide feedback to Respondent within 
fifteen (15) calendar days of receiving Respondent’s recommendations. 
 
2. The Independent Consultant candidate shall have, at a minimum, the following 
qualifications: demonstrated expertise with respect to the FCPA, including 
experience counseling on FCPA issues; experience designing and/or reviewing 
corporate compliance policies, procedures, and internal controls, including FCPA-
specific policies, procedures, and internal controls; ability to access and deploy 
resources as necessary to discharge the Independent Consultant’s duties as 
described herein; and independence from Respondent to ensure effective and 
impartial performance of the Independent Consultant’s duties. 
 
3. The Independent Consultant should not have provided legal, auditing, or other 
services to, or have had any affiliations with, the Respondent during the two years 
prior to the issuance of this Order. 
 
4. Respondent shall retain the Independent Consultant for a period of eighteen (18) 
months from the date of the engagement.  Respondent shall exclusively bear all 
costs, including compensation and expenses, associated with the retention of the 

11 
 
Independent Consultant.  
 
5. To ensure the independence of the Independent Consultant, Respondent shall not 
have the authority to terminate the Independent Consultant without the prior 
written approval of the Staff. 
 
6. The Independent Consultant’s responsibility is to review and evaluate 
Respondent’s anti-corruption policies and procedures, including policies and 
procedures related to retaining local content and the use of single source 
justifications, for Respondent’s business operations in Africa (“the Policies and 
Procedures”) and to make recommendations designed to reasonably improve the 
Policies and Procedures.  This review and evaluation shall include an assessment 
of the Policies and Procedures as actually implemented in Africa and how such 
Policies and Procedures fit within Respondent’s ethics and compliance function.  
The Independent Consultant shall consider whether the ethics and compliance 
function has sufficient resources, authority, and independence, and provides 
sufficient training and guidance to the business operations in Africa regarding the 
Policies and Procedures described above.   
 
7. Respondent and the Independent Consultant shall agree that the Independent 
Consultant is an independent third-party and not an employee or agent of the 
Respondent.  In addition, Respondent and the Independent Consultant agree that 
no attorney-client relationship shall be formed between them. 
 
8. Respondent shall require the Independent Consultant to enter in an agreement 
with Respondent providing that, for the period of engagement and for a period of 
two years from completion of the engagement, the Independent Consultant shall 
not enter into any employment, consultant, attorney-client, auditing or other 
professional relationship with Respondent, or any of its present or former 
affiliates, directors, officers, employees, or agents acting in their capacity as such.  
Any firm with which the Independent Consultant is affiliated or of which he/she 
is a member, and any person engaged to assist the Independent Consultant in 
performance of his/her duties under this Order shall not, without prior written 
consent of the Staff enter into any employment, consultant, attorney-client, 
auditing or other professional relationship with Respondent, or any of its present 
or former affiliates, directors, officers, employees, or agents acting in their 
capacity as such for the period of the engagement and for a period of two (2) 
years after the engagement. 
 
9. Respondent shall require the Independent Consultant to prepare a written work 
plan and submit it to Respondent and the Staff for comment within thirty (30) 
calendar days of commencing the engagement.  The Respondent’s comments 
shall be provided to the Independent Consultant no more than thirty (30) calendar 
days after receipt of the written work plan.  In order to conduct an effective initial 
review and to understand fully any deficiencies in  the Policies and Procedures, 
including how they fit within Respondent’s ethics and compliance function, the 

12 
 
Independent Consultant’s initial work plan shall include such steps as are 
reasonably necessary to develop an understanding of the facts and circumstances 
surrounding any violations that may have occurred as reflected in this matter and 
to assess the effectiveness of Respondent’s existing Policies and Procedures, and 
of Respondent’s ethics and compliance program as they pertain to its business 
operations in Africa.  Any dispute between Respondent and the Independent 
Consultant with respect to the work plan shall be decided by the Staff. 
 
10. Respondent shall cooperate fully with the Independent Consultant, and the 
Independent Consultant shall have the authority to take such reasonable steps as, 
in his or her view, may be necessary to be fully informed about Respondent’s 
Policies and Procedures in accordance with the principles set forth herein and 
applicable law, including data protection, blocking statutes, and labor laws and 
regulations applicable to Respondent.  To that end Respondent shall provide the 
Independent Consultant with access to all non-privileged information, documents, 
records, facilities and/or employees, as requested by the Independent Consultant, 
that fall within the scope of the Independent Consultant’s responsibility, except as 
provided in this paragraph; and provide guidance on applicable laws (such as 
relevant data protection, blocking statutes, and labor laws). 
 
11. In the event the Respondent seeks to withhold from the Independent Consultant 
access to information, documents, records, facilities and/or employees of 
Respondent that may be subject to a claim of attorney-client privilege or to the 
attorney work product doctrine, or where Respondent reasonably believes 
production would otherwise be inconsistent with applicable law or beyond the 
scope of these undertakings, Respondent shall work cooperatively with the 
Independent Consultant.  If the matter cannot be resolved, at the request of the 
Independent Consultant, Respondent shall promptly provide written notice to the 
Independent Consultant and the Staff.  Such notice shall include a general 
description of the nature of the information, documents, records, facilities and/or 
employees that are being withheld, as well as the basis for the claim.  To the 
extent Respondent has provided information to the Staff in the course of the 
investigation leading to this action pursuant to a non-waiver of privilege 
agreement, Respondent and the Independent Consultant may agree to production 
of such information to the Independent Consultant pursuant to a similar non-
waiver agreement. 
 
12. Respondent shall require the Independent Consultant to issue a written report 
(“Report”), within six (6) months after being retained to review Respondent’s 
Policies and Procedures: (a) summarizing its review and evaluation, and (b) if 
necessary, making recommendations based on its review and evaluation that are 
reasonably designed to improve Respondent’s Policies and Procedures.  
Respondent shall require that the Independent Consultant provide the Report to 
the Board of Directors of Respondent and simultaneously transmit a copy to the 
Staff at the following address:  Ansu N. Banerjee, Assistant Regional Director, 
Division of Enforcement, Securities and Exchange Commission, 444 South 

13 
 
Flower Street, Suite 900, Los Angeles, California 90071. 
 
13. Respondent shall adopt all recommendations in the Report within ninety (90) days 
of the issuance of the Report; provided, however, that, as to any recommendations 
that Respondent considers to be unduly burdensome, impractical, or costly, 
Respondent need not adopt the recommendations at that time, but may submit in 
writing to the Staff, within thirty (30) days of receiving the Report, an alternative 
policy or procedure designed to achieve the same objective or purpose.  
Respondent and the Independent Consultant shall attempt in good faith to reach 
an agreement relating to each recommendation Respondent considers unduly 
burdensome, impractical, or costly.  In the event that Respondent and the 
Independent Consultant are unable to agree on an alternative proposal within 
thirty (30) days, Respondent will abide by the determinations of the Staff.   
 
14. After 180 days of completion of the implementation, the Independent Consultant 
shall have thirty (30) calendar days to complete a follow-up review to confirm 
that Respondent has implemented the recommendations or agreed-upon 
alternatives and continued the application of the Policies and Procedures, and to 
deliver a supplemental report to the Board of Directors of Respondent and the 
Staff setting forth its conclusions and whether any further improvements should 
be implemented.   
 
15. Respondent agrees that the Staff may extend any of the dates set forth above at its 
direction. 
 
16. Respondent shall certify, in writing, compliance with the undertaking(s) set forth 
above.  The certification shall identify the undertaking(s), provide written 
evidence of compliance in the form of a narrative, and be supported by exhibits 
sufficient to demonstrate compliance.  The Staff may make reasonable requests 
for further evidence of compliance, and Respondent agrees to provide such 
evidence.  Respondent shall submit the certification and supporting material to 
Ansu N. Banerjee, Assistant Regional Director, Division of Enforcement, with a 
copy to the Office of Chief Counsel of the Enforcement Division, no later than 
sixty (60) days from the date of the completion of the undertakings.   
 
17. Respondent agrees that these undertakings shall be binding upon any successor in 
interest to Respondent or any acquirer of substantially all of Respondent’s assets 
and liabilities or business. 
V. 
 It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent Jeannot Lorenz, and further, any debt for disgorgement, prejudgment 
interest, civil penalty or other amounts due by Respondent Jeannot Lorenz under this Order or  
  

14 
 
any other judgment, order, consent order, decree or settlement agreement entered in connection 
with this proceeding, is a debt for the violation by Respondent Jeannot Lorenz of the federal 
securities laws or any regulation or order issued under such laws, as set forth in Section 
523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 
 
 By the Commission. 
 
 
 
 
       Brent J. Fields 
       Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No.  81222 / July 27, 2017 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No.  3884 / July 27, 2017 

 

ADMINISTRATIVE PROCEEDING 

File No.  3-18080 

 

In the Matter of 

 

       Halliburton Company and  

       Jeannot Lorenz, 

 

Respondents. 

 

 ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING REMEDIAL 

SANCTIONS AND A CEASE-AND-DESIST 

ORDER 

 

 

I. 

 

 The Securities and Exchange Commission (“SEC” or “Commission”) deems it 

appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 

21C of the Securities Exchange Act of 1934 (“Exchange Act”), against Halliburton Company 

(“Halliburton”) and Jeannot Lorenz (collectively, the “Respondents”). 

 

II. 

 

 In anticipation of the institution of these proceedings, Respondents have submitted Offers 

of Settlement which the Commission has determined to accept.  Solely for the purpose of these 

proceedings and any other proceedings brought by or on behalf of the Commission, or to which 

the Commission is a party, and without admitting or denying the findings herein, except as to the 

Commission’s jurisdiction over them and the subject matter of these proceedings, which are 

admitted, Respondents consent to the entry of this Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, 

and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. 

 

  



2 
 

III. 

 

 On the basis of this Order and Respondents’ Offers of Settlement, the Commission finds
1

 

that: 

 

SUMMARY 

 

1. This matter concerns violations of the books and records and internal accounting 

controls provisions of the Foreign Corrupt Practices Act (“FCPA”) by Halliburton, a global 

oilfield services company, headquartered in Houston, Texas, and its former Vice-President, 

Jeannot Lorenz, a citizen of France and permanent resident of the United States. 

 

2. From April 2010 through April 2011, Halliburton paid $3,705,000 to a local 

Angolan company that Halliburton had proposed to a Sonangol Official to fulfill local content 

obligations.  The local Angolan company was owned by a former Halliburton employee and a 

friend and neighbor of the Sonangol government official and some of the payments were made in 

advance of Halliburton obtaining lucrative oilfield services contracts.  The Sonangol official, 

who had authority to veto or reduce subcontracts awarded to Halliburton by large international 

oil companies, approved Halliburton’s local content proposal.   

 

3. The payments to the local Angolan company were made under two contracts 

arranged and negotiated by Lorenz and others:  (i) a September 2009 Interim Consulting 

Agreement, and (ii) a May 2010 Real Estate Transaction Management Agreement.  Halliburton 

entered into these contracts in violation of its own internal accounting controls and did not record 

the true nature of the transactions in its books and records.  Specifically, the two contracts were 

entered into for the purpose of paying the local Angolan company to satisfy local content 

requirements, not for the stated scope of work set forth in each contract.  In addition, Halliburton 

entered into the contracts without following all of the terms of its internal accounting controls 

governing such transactions.   

 

4. Lorenz negotiated and entered into the agreements with the local Angolan 

company while knowingly circumventing certain Halliburton internal accounting controls.  Also, 

Lorenz falsified books and records by knowingly providing inaccurate scopes of work and other 

information contained in the agreements.  Lorenz, therefore, personally violated provisions that 

prohibit knowingly circumventing internal accounting controls and falsifying books and records, 

and also caused Halliburton’s violations of the books and records and internal accounting 

controls provisions of the FCPA. 

 

RESPONDENTS 

 

5.  Halliburton Company is a Delaware oilfield services corporation, headquartered 

in Houston, Texas.  Its common stock is registered under Section 12(b) of the Exchange Act and 

trades on the NYSE.  During the relevant time period, Halliburton had more than 70,000 

                                                            
1  The findings herein are made to pursuant to Respondents’ Offers of Settlement and are not binding on any 

other person or entity in this or any other proceeding.   



3 
 

employees operating in over 70 countries with country managers that report to regional 

managers.  In February 2009, Halliburton entered into a settlement with the Commission over a 

bribery scheme executed by Halliburton’s former wholly-owned subsidiary, KBR, Inc. (by then a 

separate U.S. issuer), and KBR’s former CEO, and consented to the entry of a final judgment 

enjoining it from violating the books and records and internal accounting controls provisions of 

the FCPA and, jointly and severally with KBR, disgorged $177 million of ill-gotten gains.  

Separately, as a result of a parallel investigation with the Department of Justice, KBR paid a 

criminal fine of $382 million.    

 

6. Jeannot C. Lorenz (age 65) is a French citizen with permanent residence status 

in the United States who is currently residing in Angola.  He is a former Halliburton Vice-

President who had been the country manager in charge of Halliburton’s operations in Angola 

from 1993 to 2002.  He returned to Angola to serve as interim country manager from mid-2004 

through early-2005.  Beginning in April 2008, while officially working for Halliburton in Brazil, 

Lorenz was appointed to lead the company’s local content efforts in Angola.  Lorenz left the 

company in late 2013. 

 

FACTS 

 

7. In early 2008, Sonangol officials told Halliburton management that Sonangol was 

considering vetoing further subcontract work for Halliburton in Angola because Halliburton had 

insufficient local content and was not compliant with Angola’s local content regulations 

governing foreign companies operating in Angola.  Sonangol officials made it clear that 

Halliburton needed to partner with more local Angolan-owned businesses in order to satisfy local 

content requirements.  In response, starting in April 2008, Halliburton tasked Lorenz to 

spearhead efforts to find local content in Angola that would be acceptable to Sonangol.  Lorenz 

previously worked for Halliburton in Angola where he had established relationships and 

networks with many Angolans, including Sonangol and other government officials.  During 2008 

and early 2009, Lorenz and Halliburton considered a variety of potential local content projects 

and kept Sonangol officials apprised of their progress.  In 2008, Halliburton finalized and 

commenced one separate local content project not involving the local Angolan company.  This 

separate project fulfilled Halliburton’s local content obligations for contracts that were up for bid 

in 2008.   

 

8. By April 2009, another round of contracts for other joint Sonangol/international 

oil company projects was coming up for bid.  Halliburton understood that the 2008 local content 

efforts would not count for this new round of contract bids.  Halliburton also learned from a 

variety of sources, including the head of an international oil company’s operations in Angola, 

that Sonangol remained extremely dissatisfied with Halliburton’s local content efforts and that 

Sonangol might veto the international oil company’s recommendations that Halliburton be 

awarded certain contracts in Angola.  In response, Lorenz proposed that Halliburton offer to 

outsource approximately $15 million of unspecified services to a local Angolan company that 

was owned by a former Halliburton employee who was a friend and neighbor of the government 

official who would on Sonangol’s behalf approve the award of the contracts in question to 

Halliburton.  Lorenz knew of the relationship between the owner of the local Angolan company 

and the Sonangol government official.  On April 29, 2009, Halliburton senior executives met 



4 
 

with the Sonangol government official at Sonangol’s headquarters in Luanda and discussed 

Lorenz’s proposal for local content.  Thereafter, Lorenz began a lengthy effort to retain this local 

Angolan company in order to fulfill Halliburton’s proposal, making three attempts to do so.   
 

9. Lorenz first proposed retaining the local Angolan company as a commercial agent 

and paying a fee equal to 2% of Halliburton’s existing revenue earned in Angola.  Lorenz 

projected that Halliburton would pay a fee of approximately $4 million for the remaining 6 

months in 2009 which would rise to $15 million by 2013.  However, Lorenz’s proposal to pay a 

fee on existing revenues (as opposed to newly obtained business) was rejected by Lorenz’s direct 

management because (i) Halliburton declined to add any agents in Africa during that time period, 

and (ii) Halliburton generally retained commercial agents to obtain new business for Halliburton 

and paid the agent a percentage of the new business as a commission or fee.  As outlined by 

Halliburton’s legal department, to retain the local Angolan company as a commercial agent, it 

would be required to undergo a lengthy due diligence and review process that included retaining 

outside U.S. legal counsel experienced in FCPA compliance to conduct interviews.  

Halliburton’s in-house counsel noted that “[t]his is undoubtedly a tortuous, painful 

administrative process, but given our company’s recent US Department of Justice/SEC 

settlement, the board of directors has mandated this high level of review.”  As a result of the 

internal disapproval, Lorenz abandoned the idea of retaining the local Angolan company as a 

commercial agent.  
  

10. Lorenz then proposed to directly outsource some of Halliburton’s in-house 

functions to the local Angolan company without competitive bidding.  However, in order to 

comply with the company’s internal accounting controls, Halliburton’s procurement personnel 

required a competitive bidding process to outsource real estate maintenance, travel and ground 

transportation services in which the preferred local Angolan company would compete.  

Halliburton personnel in Angola and procurement specialists from Houston conducted the 

competitive bidding.  As the bidding process would take several months to complete, Lorenz 

considered it imperative to show “good faith” by beginning to engage and pay the local Angolan 

company some money.  Accordingly, in July 2009 – before the initial request for quotes in the 

bidding process was issued in October 2009 – Lorenz began negotiating a “bridge agreement.”  

The initial draft was a six-month “consulting agreement” beginning in September 2009 for 

$30,000 per month.  By late October 2009, after further negotiations, the amount was increased 

to $45,000 per month.  The effective date of the agreement remained September 2009, despite 

that November was about to begin and the contract had not been signed.    

      

11. The real reason for the interim consulting agreement – to provide bridge payments 

as a show of good faith to the Sonangol government official and the local Angolan company 

until the latter successfully emerged from the bidding process – did not appear in the agreement.  

Rather, the scope of work falsely stated that the local Angolan company would be “developing 

reports with respect to findings and recommendations” addressing local content requirements 

and how Halliburton could meet those requirements with respect to areas of travel, local 

logistics, and real estate.  In order to secure approval for the draft agreement in the fall of 2009, 

Lorenz made false statements that led other Halliburton employees to believe that the local 

Angolan company had already provided and would continue to provide actual services under the 



5 
 

consulting agreement.  However, the agreement was not executed and payments under the 

agreement were not made until beginning in February 2010. 

 

12. Halliburton’s internal accounting controls required that the supplier qualification 

process begin with an assessment of the criticality or risk of a material or service, not with a 

particular supplier.  Instead, Lorenz started with a particular supplier (the local Angolan 

company) and then backed into a list of services it could provide.  Lorenz also violated 

Halliburton internal accounting controls by entering into the interim consulting agreement 

without either seeking competitive bids or providing an adequate single source justification.  

Lorenz failed to comply with an internal accounting control that required contracts over $10,000 

in countries with a high risk of corruption, such as Angola, to be reviewed and approved by a 

Tender Review Committee.   

 

13. By January 2010, nine months had passed since Halliburton had proposed to 

Sonangol that it would use the local Angolan company to satisfy local content requirements.  

Both Sonangol and the proposed local Angolan company believed that Halliburton was failing to 

comply with local content requirements, thus risking the award of significant contracts scheduled 

for mid-2010.  At this moment of crisis, Lorenz asked a Halliburton senior executive to meet 

with the Sonangol government official as soon as possible to renew Halliburton’s local content 

commitment and the April 2009 proposal.  On January 13, 2010, in the middle of an unrelated 

trip through the Middle East, the Halliburton senior executive flew to Portugal to meet the 

Sonangol government official at the vacation home of the Sonangol government official’s friend, 

the owner of the local Angolan company.  Both Lorenz and the friend were present.  The 

Halliburton senior executive explained to the Sonangol government official the delays associated 

with a large company’s procurement processes and affirmed that Halliburton was negotiating a 

deal with the local Angolan company to satisfy local content requirements.  The Halliburton 

senior executive also asked the Sonangol government official for his support for the international 

oil company’s award of an upcoming contract to Halliburton, in light of progress Halliburton 

was making to satisfy Halliburton’s local content requirements.   

 

14. In February 2010, Halliburton’s procurement personnel reviewed the bids for real 

estate maintenance, travel and ground transportation services, and the preferred local Angolan 

company was the least successful of the bidders.  The local Angolan company did not submit a 

bid for the travel portion but submitted bids for real estate maintenance and ground 

transportation.  The local Angolan company’s bid was 90% to 447% higher than the next highest 

bid for the property maintenance and was 42% to 126% higher in ground transportation.  As 

noted by a Halliburton employee in a February 9, 2010 email evaluating the bids, the local 

Angolan company “is a very expensive solution (non-competitive and not justified based on their 

proposal) . . . .”  Nonetheless – and notwithstanding the apparent availability of other Angolan 

bidders to satisfy local content requirements -- Halliburton officials believed that they needed to 

use the preferred local Angolan company as their local content because they had committed they 

would do so.  According to the February 9, 2010 email, Lorenz was “scrambling to find [a] 

justification” to award the business to the local Angolan company.  

 

15. Lorenz and others unsuccessfully attempted to negotiate with the local Angolan 

company for an acceptable price for the services based on the bids received from others.  The 



6 
 

owner of the local Angolan company, however, insisted on an unexplained, non-negotiable 

monthly “fixed cost” of no less than $250,000 above his costs.  On February 22, 2010, the local 

Angolan company refused to negotiate further.  Desperate for a solution, and feeling intense 

pressure to get the deal with the local Angolan company done, Lorenz and others pivoted from 

the outsourced services contemplated under the bidding process to a new proposal where the 

local Angolan company would lease commercial and residential real estate and then sublease the 

properties to Halliburton at a substantial markup, and also provide real estate transaction 

management consulting services.  The preferred local Angolan company had minimal experience 

in these areas and the services could have been provided more cheaply if done internally by 

Halliburton personnel.  Nonetheless, on February 23, 2010, Halliburton issued a letter of intent to 

enter into contracts with the local Angolan company for real estate transaction management 

consulting services and subleases for office and residential space.  The local Angolan company 

owner accepted the letter of intent and contacted the Sonangol official to inform him of the 

agreement in principle.     

 

16. By again selecting a particular supplier – rather than determining the critical 

services and then selecting the appropriate supplier – and doing so without competitive bidding 

or substantiating the need for a single source, Lorenz violated Halliburton’s internal accounting 

controls.  Also, another Halliburton internal accounting control required its Real Estate Services 

department to manage the process of subleasing real property and initiating contracts for 

professional services related to the acquisition or disposition of property.  Initially, no one from 

Real Estate Services was consulted about the need for these services, let alone managed the 

process.  Ultimately, although employees from Halliburton’s Real Estate Services Department 

assisted in drafting the contract, Lorenz and others outside of Real Estate Services managed and 

executed the agreement. 

 

17. Near contemporaneously with the signing of the letter of intent, Lorenz and the 

local Angolan company finally executed the Interim Consulting Agreement in February 2010.  

That agreement remained backdated to September 2009 and Halliburton paid the local Angolan 

company $405,000 for the period of September 2009 through May 2010 even though the local 

Angolan company never provided the services enumerated in the agreement.   

 

18. In late March 2010, as part of review processes required by Halliburton’s internal 

accounting controls in approving contracts over a certain value threshold high risk countries like 

Angola, personnel from the Finance & Accounting department, both at the region and 

headquarters, raised concerns about the proposed Real Estate Transaction Management 

Agreement.  Specifically, they questioned the use of single source procurement, the upfront 

payment terms, the high costs, and the rationale for entering into subleases for properties that 

would cost less if leased directly from the landlord.  One Finance & Accounting reviewer at 

headquarters noted that he could not think of any legitimate reason to pay the local Angolan 

company over $13 million under the Real Estate Transaction Management Agreement and that it 

would not have cost that much to run Halliburton’s entire real estate department in Angola.  

These concerns were raised with and vetted within the Finance & Accounting supervisory chain, 

and with Halliburton senior corporate executives.  The senior executives understood that the 

commercial terms were onerous but allowed the contract reviews to proceed because they 



7 
 

believed that by this time only this agreement with the local Angolan company would satisfy 

Sonangol as to Halliburton’s local content commitments.   

 

19. On May 1, 2010, Lorenz signed the Real Estate Transaction Management 

Agreement with the local Angolan company.  Halliburton agreed to pay the local Angolan 

company $275,000 per month for four years to purportedly (i) manage real estate transactions in 

and around Luanda, Angola, (ii) develop a strategy for Halliburton’s staff housing, (iii) develop a 

strategy for “off base” leasing of commercial space, (iv) streamline the leasing process, and (v) 

produce quarterly reports relating to planning, costs and market conditions.  Halliburton did not 

receive any meaningful services under this agreement and the local Angolan company failed to 

produce the required reports except for one unfinished report that was found in Lorenz’s house in 

Angola in 2011 that appeared to be plagiarized wholly from internet sources.  Halliburton 

terminated payments to the local Angolan company in April 2011 after receiving an anonymous 

email in December 2010 alleging possible misconduct surrounding the transactions with the local 

Angolan company. 

 

20. According to Halliburton’s internal accounting controls, using a single source is 

justified when “there is a significant advantage to the Company in soliciting a bid from only one 

supplier, although more than one supplier may be capable of supplying the product or service.”  

Halliburton’s internal accounting controls indicated that using a single source “typically occurs 

when a supplier is clearly preferred for quality, technical, execution or other reasons.”  In this 

case, the supplier was not preferred for quality or technical reasons or its ability to execute.  

Instead it was chosen to fulfill Halliburton’s local content commitment to Sonangol.  Halliburton 

internal accounting controls also mandated that when using a single source vendor without 

competitive bidding, the underlying reasons “should be clearly identified and justified by 

referencing an existing approved Single Source justification.”  The purpose of this control is to 

provide needed information to company auditors in their effort to test whether transactions were 

undertaken for legitimate reasons and not due to improper considerations. 
  

21. Although possible justifications for selecting the local Angolan company may 

have been discussed in some company emails, the documentation entered into Halliburton’s 

accounting system in May 2010 provided no justification for choosing the local Angolan 

company as a single source provider.  The purported justifications merely described in summary 

form the terms of the agreements.  As a consequence, internal audit was kept in the dark about 

the transactions and its late 2010 yearly review did not examine them.  While internal audit did 

not examine the agreements with the local Angolan company in its late 2010 yearly review in 

Angola, it did note, from the transactions it did examine, that most of the filed single source 

justifications contained “inadequate information on the SSJ [Single Source Justification] to 

support why sole sourcing was necessary.” 

 

22. From April 2010 through April 2011, when Halliburton terminated payments to 

the local Angolan company because of the allegations of misconduct, Halliburton paid the local 

Angolan company $3,705,000 under the interim consulting agreement and the Real Estate 

Transaction Management Agreement.  Between May and December 2010, Sonangol approved 

the award of seven lucrative subcontracts to Halliburton and Halliburton profited by 

approximately $14 million.   



8 
 

 

23. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by Respondent and cooperation afforded the Commission staff, including making 

foreign witnesses available, compiling financial data and analysis relating to the transactions at 

issue, and making substantive presentations on key topics at the staff's request.   

LEGAL STANDARDS AND VIOLATIONS 

 

24. As a result of the conduct described above, Halliburton violated Section 

13(b)(2)(A) of the Exchange Act, which requires issuers that have a class of securities registered 

pursuant to Section 12 of the Exchange Act and issuers with reporting obligations pursuant to 

Section 15(d) of the Exchange Act to make and keep books, records, and accounts which, in 

reasonable detail, accurately and fairly reflect their transactions and dispositions of their assets. 

 

25. As a result of the conduct described above, Halliburton also violated 

Section13(b)(2)(B) of the Exchange Act, which requires issuers that have a class of securities 

registered pursuant to Section 12 of the Exchange Act and issuers with reporting obligations 

pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that (i) transactions are executed 

in accordance with management’s general or specific authorization; (ii) transactions are recorded 

as necessary (I) to permit preparation of financial statements in conformity with generally 

accepted accounting principles or any other criteria applicable to such statements, and (II) to 

maintain accountability for assets; (iii) access to assets is permitted only in accordance with 

management’s general or specific authorization; and (iv) the recorded accountability for assets is 

compared with the existing assets at reasonable intervals and appropriate action is taken with 

respect to any differences.  As a result of the prior settlement, Halliburton had clearly defined 

internal accounting controls governing, among other things, the selection and approval of 

vendors in high risk countries, commercial agents and single source suppliers.  However, 

Halliburton failed to maintain these controls.  Indeed, as there was a business need, the company 

failed to comply with controls that were supposed to prevent further violations of the FCPA.   

 

26. As a result of his conduct described above, Jeannot Lorenz caused Halliburton’s 

violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 

 

27. As a result of his conduct described above, Jeannot Lorenz violated Section 

13(b)(5) of the Exchange Act, which prohibits persons from knowingly circumventing or 

knowingly failing to implement a system of internal accounting controls, or knowingly falsifying 

any book, record or account, and Exchange Act Rule 13b2-1, which prohibits persons from 

directly or indirectly falsifying or causing to be falsified any book, record, or account. 

IV. 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondents’ Offers. 

 

 Accordingly, it is hereby ORDERED that: 



9 
 

 

A. Pursuant to Section 21C of the Exchange Act, Respondent Halliburton cease-and-

desist from committing or causing any violations and any future violations of Sections 

13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 

 

B. Pursuant to Section 21C of the Exchange Act, Respondent Jeannot Lorenz cease-

and-desist from committing or causing any violations and any future violations of Sections 

13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder. 

 

C. Respondent Halliburton shall, within 14 days of the entry of this Order, disgorge 

ill-gotten gains of $14,000,000 along with prejudgment interest of $1.2 million, and pay a civil 

penalty of $14,000,000 to the Securities and Exchange Commission for transfer to the general 

fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 600 or 

pursuant to 31 U.S.C. § 3717. 

 

D. Respondent Jeannot Lorenz shall pay a civil penalty of $75,000, to the Securities 

and Exchange Commission for transfer to the general fund of the United States Treasury, subject 

to Exchange Act Section 21F(g)(3).   Payment shall be made in the following installments: 

Lorenz shall pay (i) $20,000 within 14 days of the entry of this Order, and (ii) an additional 

$55,000 within 364 days of the entry of this Order.  If any payment is not made by the date the 

payment is required by this Order, the entire outstanding balance of the civil penalty, plus any 

additional interest accrued pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. § 

3717, shall be due and payable immediately, without further application. 

 

E. For both Respondents, payment must be made in one of the following ways: 

 

(1)  Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon request; 

 

(2)  Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

 

(3)  Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

  Payments by check or money order must be accompanied by a cover letter 

identifying Halliburton or Jeannot Lorenz as a Respondent in these proceedings, 

as appropriate, and the file number of these proceedings; a copy of the cover letter 



10 
 

and check or money order must be sent to Ansu Banerjee, Assistant Regional 

Director, Division of Enforcement, Securities and Exchange Commission, Los 

Angeles Regional Office, 444 South Flower Street, Suite 900, Los Angeles, CA 

90071. 

 

 F.  Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent Jeannot Lorenz agrees that in any 

Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or 

reduction of any award of compensatory damages by the amount of any part of Respondent’s 

payment of a civil penalty in this action (“Penalty Offset”). If the court in any Related Investor 

Action grants such a Penalty Offset, Respondent Jeannot Lorenz agrees that he shall, within 30 

days after entry of a final order granting the Penalty Offset, notify the Commission's counsel in 

this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. 

Such a payment shall not be deemed an additional civil penalty and shall not be deemed to 

change the amount of the civil penalty imposed in this proceeding. For purposes of this 

paragraph, a “Related Investor Action” means a private damages action brought against 

Respondent by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Order instituted by the Commission in this proceeding. 

 

 G. Respondent Halliburton shall comply with the following undertakings: 

 

1. Retain an independent consultant (the “Independent Consultant”) not 

unacceptable to the Staff within ninety (90) calendar days after the issuance of 

this Order.  Within sixty (60) calendar days after the issuance of this Order, 

Respondent shall recommend to the Staff a qualified candidate to serve as the 

Independent Consultant.  The Staff shall provide feedback to Respondent within 

fifteen (15) calendar days of receiving Respondent’s recommendations. 

 

2. The Independent Consultant candidate shall have, at a minimum, the following 

qualifications: demonstrated expertise with respect to the FCPA, including 

experience counseling on FCPA issues; experience designing and/or reviewing 

corporate compliance policies, procedures, and internal controls, including FCPA-

specific policies, procedures, and internal controls; ability to access and deploy 

resources as necessary to discharge the Independent Consultant’s duties as 

described herein; and independence from Respondent to ensure effective and 

impartial performance of the Independent Consultant’s duties. 

 

3. The Independent Consultant should not have provided legal, auditing, or other 

services to, or have had any affiliations with, the Respondent during the two years 

prior to the issuance of this Order. 

 

4. Respondent shall retain the Independent Consultant for a period of eighteen (18) 

months from the date of the engagement.  Respondent shall exclusively bear all 

costs, including compensation and expenses, associated with the retention of the 



11 
 

Independent Consultant.  

 

5. To ensure the independence of the Independent Consultant, Respondent shall not 

have the authority to terminate the Independent Consultant without the prior 

written approval of the Staff. 

 

6. The Independent Consultant’s responsibility is to review and evaluate 

Respondent’s anti-corruption policies and procedures, including policies and 

procedures related to retaining local content and the use of single source 

justifications, for Respondent’s business operations in Africa (“the Policies and 

Procedures”) and to make recommendations designed to reasonably improve the 

Policies and Procedures.  This review and evaluation shall include an assessment 

of the Policies and Procedures as actually implemented in Africa and how such 

Policies and Procedures fit within Respondent’s ethics and compliance function.  

The Independent Consultant shall consider whether the ethics and compliance 

function has sufficient resources, authority, and independence, and provides 

sufficient training and guidance to the business operations in Africa regarding the 

Policies and Procedures described above.   

 

7. Respondent and the Independent Consultant shall agree that the Independent 

Consultant is an independent third-party and not an employee or agent of the 

Respondent.  In addition, Respondent and the Independent Consultant agree that 

no attorney-client relationship shall be formed between them. 

 

8. Respondent shall require the Independent Consultant to enter in an agreement 

with Respondent providing that, for the period of engagement and for a period of 

two years from completion of the engagement, the Independent Consultant shall 

not enter into any employment, consultant, attorney-client, auditing or other 

professional relationship with Respondent, or any of its present or former 

affiliates, directors, officers, employees, or agents acting in their capacity as such.  

Any firm with which the Independent Consultant is affiliated or of which he/she 

is a member, and any person engaged to assist the Independent Consultant in 

performance of his/her duties under this Order shall not, without prior written 

consent of the Staff enter into any employment, consultant, attorney-client, 

auditing or other professional relationship with Respondent, or any of its present 

or former affiliates, directors, officers, employees, or agents acting in their 

capacity as such for the period of the engagement and for a period of two (2) 

years after the engagement. 

 

9. Respondent shall require the Independent Consultant to prepare a written work 

plan and submit it to Respondent and the Staff for comment within thirty (30) 

calendar days of commencing the engagement.  The Respondent’s comments 

shall be provided to the Independent Consultant no more than thirty (30) calendar 

days after receipt of the written work plan.  In order to conduct an effective initial 

review and to understand fully any deficiencies in  the Policies and Procedures, 

including how they fit within Respondent’s ethics and compliance function, the 



12 
 

Independent Consultant’s initial work plan shall include such steps as are 

reasonably necessary to develop an understanding of the facts and circumstances 

surrounding any violations that may have occurred as reflected in this matter and 

to assess the effectiveness of Respondent’s existing Policies and Procedures, and 

of Respondent’s ethics and compliance program as they pertain to its business 

operations in Africa.  Any dispute between Respondent and the Independent 

Consultant with respect to the work plan shall be decided by the Staff. 

 

10. Respondent shall cooperate fully with the Independent Consultant, and the 

Independent Consultant shall have the authority to take such reasonable steps as, 

in his or her view, may be necessary to be fully informed about Respondent’s 

Policies and Procedures in accordance with the principles set forth herein and 

applicable law, including data protection, blocking statutes, and labor laws and 

regulations applicable to Respondent.  To that end Respondent shall provide the 

Independent Consultant with access to all non-privileged information, documents, 

records, facilities and/or employees, as requested by the Independent Consultant, 

that fall within the scope of the Independent Consultant’s responsibility, except as 

provided in this paragraph; and provide guidance on applicable laws (such as 

relevant data protection, blocking statutes, and labor laws). 

 

11. In the event the Respondent seeks to withhold from the Independent Consultant 

access to information, documents, records, facilities and/or employees of 

Respondent that may be subject to a claim of attorney-client privilege or to the 

attorney work product doctrine, or where Respondent reasonably believes 

production would otherwise be inconsistent with applicable law or beyond the 

scope of these undertakings, Respondent shall work cooperatively with the 

Independent Consultant.  If the matter cannot be resolved, at the request of the 

Independent Consultant, Respondent shall promptly provide written notice to the 

Independent Consultant and the Staff.  Such notice shall include a general 

description of the nature of the information, documents, records, facilities and/or 

employees that are being withheld, as well as the basis for the claim.  To the 

extent Respondent has provided information to the Staff in the course of the 

investigation leading to this action pursuant to a non-waiver of privilege 

agreement, Respondent and the Independent Consultant may agree to production 

of such information to the Independent Consultant pursuant to a similar non-

waiver agreement. 

 

12. Respondent shall require the Independent Consultant to issue a written report 

(“Report”), within six (6) months after being retained to review Respondent’s 

Policies and Procedures: (a) summarizing its review and evaluation, and (b) if 

necessary, making recommendations based on its review and evaluation that are 

reasonably designed to improve Respondent’s Policies and Procedures.  

Respondent shall require that the Independent Consultant provide the Report to 

the Board of Directors of Respondent and simultaneously transmit a copy to the 

Staff at the following address:  Ansu N. Banerjee, Assistant Regional Director, 

Division of Enforcement, Securities and Exchange Commission, 444 South 



13 
 

Flower Street, Suite 900, Los Angeles, California 90071. 

 

13. Respondent shall adopt all recommendations in the Report within ninety (90) days 

of the issuance of the Report; provided, however, that, as to any recommendations 

that Respondent considers to be unduly burdensome, impractical, or costly, 

Respondent need not adopt the recommendations at that time, but may submit in 

writing to the Staff, within thirty (30) days of receiving the Report, an alternative 

policy or procedure designed to achieve the same objective or purpose.  

Respondent and the Independent Consultant shall attempt in good faith to reach 

an agreement relating to each recommendation Respondent considers unduly 

burdensome, impractical, or costly.  In the event that Respondent and the 

Independent Consultant are unable to agree on an alternative proposal within 

thirty (30) days, Respondent will abide by the determinations of the Staff.   

 

14. After 180 days of completion of the implementation, the Independent Consultant 

shall have thirty (30) calendar days to complete a follow-up review to confirm 

that Respondent has implemented the recommendations or agreed-upon 

alternatives and continued the application of the Policies and Procedures, and to 

deliver a supplemental report to the Board of Directors of Respondent and the 

Staff setting forth its conclusions and whether any further improvements should 

be implemented.   

 

15. Respondent agrees that the Staff may extend any of the dates set forth above at its 

direction. 

 

16. Respondent shall certify, in writing, compliance with the undertaking(s) set forth 

above.  The certification shall identify the undertaking(s), provide written 

evidence of compliance in the form of a narrative, and be supported by exhibits 

sufficient to demonstrate compliance.  The Staff may make reasonable requests 

for further evidence of compliance, and Respondent agrees to provide such 

evidence.  Respondent shall submit the certification and supporting material to 

Ansu N. Banerjee, Assistant Regional Director, Division of Enforcement, with a 

copy to the Office of Chief Counsel of the Enforcement Division, no later than 

sixty (60) days from the date of the completion of the undertakings.   

 

17. Respondent agrees that these undertakings shall be binding upon any successor in 

interest to Respondent or any acquirer of substantially all of Respondent’s assets 

and liabilities or business. 

V. 

 It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 

admitted by Respondent Jeannot Lorenz, and further, any debt for disgorgement, prejudgment 

interest, civil penalty or other amounts due by Respondent Jeannot Lorenz under this Order or  

  



14 
 

any other judgment, order, consent order, decree or settlement agreement entered in connection 

with this proceeding, is a debt for the violation by Respondent Jeannot Lorenz of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

 

 By the Commission. 

 

 

 

 

       Brent J. Fields 

       Secretary