filings.toolsHalliburton (HAL) 10-K risk factor changes: FY2019 vs FY2018
The 2019-12-31 10-K against the 2018-12-31 one, compared heading by heading and sentence by sentence.
All filing items195 rewritten2,128 added1,371 removed770 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 2,128 added, 1,371 removed, 195 rewritten and 770 unchanged across 17 items that differ.
Sentences by item
17 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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[removed: Information related to market risk is included in “Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations – Financial Instrument Market Risk” and Note [removed: 13] [added: 15] to the consolidated financial statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the consolidated and combined financial statements included in "Item 8.
Financial Statements and Supplementary Data" contained herein.
EXECUTIVE OVERVIEW
Financial results
We experienced challenging market dynamics in 2019 as our customers in the North America market fundamentally shifted from growth to capital discipline, impacting our business through reduced customer activity and pricing pressure, while the international markets continued their recovery.
We executed our value proposition, delivered exceptional safety and service quality, and remained focused on generating strong returns and cash flow.
The following graph illustrates our revenue and operating margins for each operating segment over the past three years.
During 2019, we generated total company revenue of $22.4 billion, a 7% decrease from the $24.0 billion of revenue generated in 2018, with our Completion and Production (C&P) segment declining by 12% and our Drilling and Evaluation (D&E) segment improving by 4%.
We reported a total company operating loss of approximately $448 million in 2019 driven by $2.5 billion of impairments and other charges.
This compares to operating income of $2.5 billion in 2018.
A significant decline in stimulation activity and pricing in North America land during 2019 negatively impacted operating results, coupled with reduced drilling activity in the Middle East.
Our North America revenue declined 18% in 2019, as compared to 2018, driven by reduced customer activity and pricing, and our decision to focus on customers that provide better returns.
The North America land rig count decreased 26% from its high point in early 2019 to its low point in December 2019, with a 9% drop from the third to the fourth quarter.
Customer activity declined across all basins in North America land during the fourth quarter of 2019, affecting both our drilling and completions businesses.
This reduction in activity resulted in part from our North American customers’ increase in capital discipline.
With this backdrop, we moved quickly to implement a service delivery improvement strategy and initiate cost reductions, which included proactively managing our fleet count to anticipated levels of near-term demand, executing personnel reductions, and rationalizing our real estate portfolio.
We performed this exercise with a focus on adjusting our cost structure to improve financial performance.
We did, however, experience growth in many of our non-hydraulic fracturing businesses and will continue to focus on these businesses going forward.
With strong growth opportunities internationally, we continued to benefit from the recovery in this market as revenue increased 10% in 2019, as compared to 2018, outgrowing the international rig count for the second year in a row.
All international regions significantly contributed to this revenue increase, led by Asia Pacific, Latin America and Europe, with meaningful contributions from both of our divisions.
Our Completion and Production division led with a 13% increase in revenue due to higher activity in mature fields in Europe and unconventionals in Argentina, the United Arab Emirates, and Australia, while our Drilling and Evaluation division grew international revenues by 8% with increased activity levels in all markets, particularly Norway, Mexico, China and Nigeria.
HAL 2019 FORM 10-K | 19
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 7 \| Executive Overview |
Business outlook
2019 closed the decade of the shale revolution that transformed the United States into the world's top hydrocarbon producer.
Our company was an early participant in this development and invested and innovated alongside our customers since the beginning.
As unconventionals enter the maturation phase and as capital spending by our customers has decreased, we remain committed to the North American market and taking appropriate actions to thrive in the new environment.
The cost containment measures we took in the fourth quarter of 2019 should benefit our business as we adapt to this dynamic market environment.
In North America, the shale industry is facing its biggest challenge since the 2015 downturn with a strong focus on capital discipline.
In the fourth quarter of 2019, the market experienced a long-awaited attrition of equipment.
More equipment is expected to exit the market in 2020 driven by lower demand and increasing service intensity.
After systematically rationalizing and reducing equipment supply in 2019 to adjust to changing activity levels, in 2020 we plan to provide the capacity that maximizes the returns on our overall fleet.
We also expect customer spending behavior to remain similar to 2019 in which some operators spend a higher portion of their budgets earlier in the year.
With North America customer spending expected to decline again in 2020, we will continue our strategy to maximize returns with an appropriate level of service capacity while continuing to invest in technologies that improve margins.
We plan to continue strategic growth opportunities with our non-hydraulic fracturing businesses.
Our Wireline and Perforating, Artificial Lift, and Specialty Chemical product lines all produced strong double-digit revenue growth in 2019, despite the overall market softness in U.S. land, and we intend to build on this momentum and spread it to other services.
An excerpt. Shown here: all 1 rewritten, 40 of 511 added and all 0 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2019 filing and the FY2018 filing.
Item 1. (a). Risk Factors.
25 rewritten, 57 added, 6 removed, 281 unchanged
| \- | weather [removed: conditions and] [added: conditions,] natural [removed: disasters;] [added: disasters and health or similar issues, such as pandemics or epidemics;] |
| \- | increased demand for alternative [removed: fuels] [added: energy] and electric vehicles, including government initiatives to promote the use of renewable energy sources and public sentiment around alternatives to oil and gas. |
| \- | restrictions on our customers' ability to get their produced oil and natural gas to market due to infrastructure [removed: limitations (such as those that currently exist in the U.S. Permian Basin);] [added: limitations;] |
[removed: Any] substantial and unexpected drop in commodity prices in the future, even if the drop is relatively short-lived, could similarly affect our customers’ expectations and capital spending, which could result in a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
We use these technologies for internal purposes, including data storage, processing and transmissions, as well as in our interactions with [added: our business associates, such as] customers and suppliers.
[removed: Digital] [added: Our digital] technologies and [removed: services] [added: services, and those of our business associates,] are subject to the risk of cyberattacks and, given the nature of such attacks, some incidents can remain undetected for a period of time despite [removed: our] efforts to detect and respond to them in a timely manner.
Nevertheless, we have experienced occasional cyberattacks and attempted breaches over the past year, including [added: attacks resulting from] phishing emails and ransomware infections.
No known leakage of [added: material] financial, technical or customer data occurred [added: as a result of cyberattacks against us] and none of the incidents [added: mentioned above] had a material adverse effect on our business, operations, reputation, or consolidated results of operations or consolidated financial condition.
If our [removed: systems] [added: systems, or our business associates' systems,] for protecting against cybersecurity risks prove not to be sufficient, we could be adversely affected by, among other things: loss of or damage to intellectual property, proprietary or confidential information, or customer, supplier, or employee data; interruption of our business operations; and increased costs required to prevent, respond to, or mitigate cybersecurity attacks.
These risks could harm our reputation and our relationships with [removed: customers, suppliers,] [added: our business associates,] employees and other third parties, and may result in claims against us.
[added: We have internal control] policies and procedures and have implemented training and compliance programs for our employees and agents with respect to the FCPA.
On January 28, 2019, OFAC issued additional sanctions targeting the Venezuela energy sector and granted a general license to us to continue our operations in [removed: Venezuela until July 27, 2019,] [added: Venezuela,] subject to previously issued OFAC sanctions.
We are continuing our limited operations in Venezuela pursuant to this general license and [removed: are evaluating] [added: continuing to evaluate] our operations in advance of the [removed: July 27, 2019] [added: April 22, 2020] termination of the general license.
Additional legislation and/or regulations [added: have been adopted or] are being considered at the state and local level that could impose further chemical disclosure or other regulatory requirements (such as prohibitions on hydraulic fracturing operations in certain areas) that could affect our operations.
Liabilities arising out of [removed: catastrophic] well incidents could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
[removed: Catastrophic events] [added: Events] can occur at well sites where we conduct our operations, including blowouts [added: potentially] resulting in explosions, fires, personal injuries, property damage, pollution and [removed: regulatory] [added: potential legal] responsibility.
Generally, we rely on contractual indemnities, releases and limitations on liability with our customers, and liability insurance coverage, to protect us from potential liability related to such [removed: occurrences.][added: occurrences, and, although no claim has been asserted against us, we expect we would do so with respect to the event in Indonesia.]
Liability for cleanup costs, natural resource damages and other damages arising as a result of environmental laws [added: and regulations] could be substantial and could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
[removed: We are exposed to claims under environmental requirements and, from] [added: From] time to time, [removed: such] claims have been made against [removed: us.][added: us under environmental laws and regulations.]
In the United States, environmental [removed: requirements] [added: laws] and regulations [removed: typically impose strict liability.]
[removed: Our business is subject to a variety of health, safety and environmental laws, rules] [added: Among those laws] and regulations [removed: in the United States and other countries, including] [added: are] those covering hazardous materials and requiring emission performance standards for facilities.
Failure on our part to comply with applicable [added: health, safety and] environmental [removed: requirements] [added: laws and regulations] or costs arising from regulatory compliance, including compliance with changes in or expansion of applicable regulatory requirements, could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
[removed: Some] [added: Many] experts believe global climate change could increase the frequency and severity of extreme weather conditions.
[removed: Changes] [added: The final determination of tax audits or changes] in the operating environment, including changes in or interpretation of tax law and currency/repatriation controls, could impact the determination of our income tax liabilities for the [removed: year.][added: year and have an adverse effect on our financial statements.]
We are subject to foreign [added: currency] exchange risks and limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries or to repatriate assets from some countries.
When considering an investment in Halliburton Company, all of the risk factors described below and other information included and incorporated by reference in this annual report should be carefully considered.
Any of these risk factors could have a significant or material adverse effect on our business, results of operations, financial condition or cash flows.
Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business, financial condition, results of operations or cash flows.
| \- | the inability of our customers to access capital on economically advantageous terms, which may be impacted by, among other things, a decrease of investors' interest in hydrocarbon producers because of environmental and sustainability initiatives; |
| \- | changes in customers' capital allocation, leading to less focus on growth; |
Any
HAL 2019 FORM 10-K | 8
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 1(a) \| Risk Factors |
Even if we successfully defend our own digital technologies and services, we also rely on our business associates, with whom we may share data and services, to defend their digital technologies and services against attack.
HAL 2019 FORM 10-K | 9
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 1(a) \| Risk Factors |
This general license was set to expire on July 27, 2019, but has been extended several times and is now set to expire on April 22, 2020.
HAL 2019 FORM 10-K | 10
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 1(a) \| Risk Factors |
Four states (New York, Maryland, Vermont, and Washington) have banned the use of high volume hydraulic fracturing, Oregon has adopted a five-year moratorium, and Colorado has enacted legislation providing local governments with regulatory authority over hydraulic fracturing operations.
For example, a well where we provided services in Indonesian waters experienced a well control issue in July 2019, which resulted in hydrocarbons being released into the water surrounding the well site.
We are subject to numerous environmental laws and regulations in the United States and the other countries where we do business.
We evaluate and address the environmental impact of our operations by assessing and remediating contaminated properties in order to avoid future liabilities and comply with legal and regulatory requirements.
HAL 2019 FORM 10-K | 11
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 1(a) \| Risk Factors |
typically impose strict liability.
In addition to the numerous environmental laws and regulations that apply to our operations, we are subject to a variety of laws and regulations in the United States and other countries relating to health and safety.
HAL 2019 FORM 10-K | 12
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 1(a) \| Risk Factors |
Our tax filings are routinely examined in the normal course of business by tax authorities.
The statements in this section describe the known material risks to our business and should be considered carefully.
| \- | the inability of our customers to access capital on economically advantageous terms; |
For example, we believe that the drop in the price of oil at the end of 2018, despite the recovery during January 2019, had a negative impact on certain of our customers’ expectations about prices during 2019 and, as a result, the amount of their capital spending budgets for 2019.
We have internal control
See Note 4 to the consolidated financial statements for further information.
Three states (New York, Maryland and Vermont) have banned the use of high volume hydraulic fracturing.
An excerpt. Shown here: all 25 rewritten, 40 of 57 added and all 6 removed. The counts are complete. For every sentence, read Item 1. (a). Risk Factors. in the FY2019 filing and the FY2018 filing.
Item 3. Legal Proceedings.
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Legal Proceedings is included in Note [removed: 8] [added: 10] to the consolidated financial statements.
Cover and table of contents
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[removed: \[X\]] [added: | ☒ |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [added: |]
For the fiscal year ended December 31, [removed: 2018][added: 2019]
[removed: \[ \]] [added: | ☐ |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [added: For the transition period from ______ to ______ |]
[removed: |] 3000 North Sam Houston Parkway East [removed: | |]
[removed: | Houston, Texas 77032 | |][added: Houston, Texas 77032]
[removed: |] (Address of [removed: principal executive offices) | |][added: Principal Executive Offices)]
[removed: |] Telephone Number – Area [removed: code (281) 871-2699 | |][added: Code (281) 871-2699]
| Securities registered pursuant to Section 12(b) of the Act: | | [added: |]
| Title of each class | [removed: which] [added: Trading Symbol | Name of each exchange on which] registered |
| Common [removed: Stock] [added: Stock,] par value $2.50 per share | [added: HAL |] New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: None | | [added: |]
[added: |] Yes [removed: \[X\]] [added: | ☒ |] No [removed: \[ \]][added: | ☐ |]
[added: |] Yes [removed: \[ \]] [added: | ☐ |] No [removed: \[X\]][added: | ☒ |]
[added: | |] Large Accelerated [removed: Filer\[X\]] [added: Filer | ☒ |] Accelerated Filer [removed: \[ \]][added: | ☐ |]
[added: | |] Non-accelerated Filer [removed: \[ \] Smaller Reporting] [added: | ☐ | Emerging Growth] Company [removed: \[ \]][added: | ☐ |]
The aggregate market value of Halliburton Company Common Stock held by [removed: nonaffiliates] [added: non-affiliates] on June 30, [removed: 2018,] [added: 2019,] determined using the per share closing price on the New York Stock Exchange Composite tape of [removed: $45.06] [added: $22.74] on that date, was approximately [removed: $39.5] [added: $19.8] billion.
As of February [removed: 8, 2019,] [added: 7, 2020,] there were [removed: 872,542,842] [added: 879,911,447] shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.
Portions of the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) are incorporated by reference into Part III of this report.
For the Year Ended December 31, [removed: 2018][added: 2019]
| [removed: [PART I](#sC4A787F522025269BFEECE189A22E251)] [added: PART I] | | PAGE |
| [Item [removed: 1.](#sD13C5C62595E571A901EA699EC585B3A)] [added: 1.](#s223EA1CD2BB65E1DBC75F372D53B07CC)] | [removed: [Business](#sD13C5C62595E571A901EA699EC585B3A)] [added: [Business](#s223EA1CD2BB65E1DBC75F372D53B07CC)] | [removed: [1](#sD13C5C62595E571A901EA699EC585B3A)] [added: [1](#s223EA1CD2BB65E1DBC75F372D53B07CC)] |
| [Item [removed: 1(a).](#s023B0A72AF2F50E6AB43A7856BB73DD6)] [added: 1(a).](#sED2450FC8ADF52A5A013D09D3192ABCA)] | [Risk [removed: Factors](#s023B0A72AF2F50E6AB43A7856BB73DD6)] [added: Factors](#sED2450FC8ADF52A5A013D09D3192ABCA)] | [removed: [7](#s023B0A72AF2F50E6AB43A7856BB73DD6)] [added: [8](#sED2450FC8ADF52A5A013D09D3192ABCA)] |
| [Item [removed: 1(b).](#sF547E461BDBC55EA9BEEE61A59FB410B)] [added: 1(b).](#s1262E26930FA5C9D8BF9F50F7E793C66)] | [Unresolved Staff [removed: Comments](#sF547E461BDBC55EA9BEEE61A59FB410B)] [added: Comments](#s1262E26930FA5C9D8BF9F50F7E793C66)] | [removed: [15](#sF547E461BDBC55EA9BEEE61A59FB410B)] [added: [16](#s1262E26930FA5C9D8BF9F50F7E793C66)] |
| [Item [removed: 2.](#sF4224C6507FD5099AC13A15515E4F05A)] [added: 2.](#s0445B738BC85569AB3F771265EF9A4BA)] | [removed: [Properties](#sF4224C6507FD5099AC13A15515E4F05A)] [added: [Properties](#s0445B738BC85569AB3F771265EF9A4BA)] | [removed: [15](#sF4224C6507FD5099AC13A15515E4F05A)] [added: [16](#s0445B738BC85569AB3F771265EF9A4BA)] |
| [Item [removed: 3.](#s984BB99605BA51B6B90FDE4E866D714D)] [added: 3.](#s4407CC584B2A5F039A0670086CB527F9)] | [Legal [removed: Proceedings](#s984BB99605BA51B6B90FDE4E866D714D)] [added: Proceedings](#s4407CC584B2A5F039A0670086CB527F9)] | [removed: [15](#s984BB99605BA51B6B90FDE4E866D714D)] [added: [16](#s4407CC584B2A5F039A0670086CB527F9)] |
| [Item [removed: 4.](#s663C0E28303F5BF18D8E026A61C07F17)] [added: 4.](#sCE293CDA0DD158C68798C35F327DD1AE)] | [Mine Safety [removed: Disclosures](#s663C0E28303F5BF18D8E026A61C07F17)] [added: Disclosures](#sCE293CDA0DD158C68798C35F327DD1AE)] | [removed: [15](#s663C0E28303F5BF18D8E026A61C07F17)] [added: [16](#sCE293CDA0DD158C68798C35F327DD1AE)] |
| [removed: [PART II](#sE5C7DBDBD768543599CEF61CEDDF0E9A)] [added: PART II] | | |
| [Item [removed: 5.](#s53DAB8381343555985C6DA71DDF5D040)] [added: 5.](#s3540D437819D5B5C9B3C03BA856E0FE7)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s53DAB8381343555985C6DA71DDF5D040)] [added: Securities](#s3540D437819D5B5C9B3C03BA856E0FE7)] | [removed: [16](#s53DAB8381343555985C6DA71DDF5D040)] [added: [17](#s3540D437819D5B5C9B3C03BA856E0FE7)] |
| [Item [removed: 6.](#sF79AA7E6C4AA5B22AB0F96D52A768150)] [added: 6.](#s1854D45D3A205BAF9CD4F6754EFAF79D)] | [Selected Financial [removed: Data](#sF79AA7E6C4AA5B22AB0F96D52A768150)] [added: Data](#s1854D45D3A205BAF9CD4F6754EFAF79D)] | [removed: [17](#sF79AA7E6C4AA5B22AB0F96D52A768150)] [added: [18](#s1854D45D3A205BAF9CD4F6754EFAF79D)] |
| [Item [removed: 7.](#sC12277916604577081185DEBFEAE3563)] [added: 7.](#sC4AB739CDB0F5260ABBB38B6EFE4A71C)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC12277916604577081185DEBFEAE3563)] [added: Operations](#sC4AB739CDB0F5260ABBB38B6EFE4A71C)] | [removed: [17](#sC12277916604577081185DEBFEAE3563)] [added: [19](#sC4AB739CDB0F5260ABBB38B6EFE4A71C)] |
| [Item [removed: 7(a).](#s9BED02C7E2735EB88707FA417D820427)] [added: 7(a).](#s607C3DEE7CB450278CE771E02E493EF4)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s9BED02C7E2735EB88707FA417D820427)] [added: Risk](#s607C3DEE7CB450278CE771E02E493EF4)] | [removed: [17](#s9BED02C7E2735EB88707FA417D820427)] [added: [33](#s607C3DEE7CB450278CE771E02E493EF4)] |
| [Item [removed: 8.](#s9169C9EC921A5653AC49375AE0535177)] [added: 8.](#s0CBF6F7960075DE8BFE1B0A2937B8274)] | [Financial Statements and Supplementary [removed: Data](#s9169C9EC921A5653AC49375AE0535177)] [added: Data](#s0CBF6F7960075DE8BFE1B0A2937B8274)] | [removed: [18](#s9169C9EC921A5653AC49375AE0535177)] [added: [34](#s0CBF6F7960075DE8BFE1B0A2937B8274)] |
| [Item [removed: 9.](#sB7B5E6412CE45D3FB65E9957D072399A)] [added: 9.](#s20BA4B3F34045101A6335A1EEB958BF8)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sB7B5E6412CE45D3FB65E9957D072399A)] [added: Disclosure](#s20BA4B3F34045101A6335A1EEB958BF8)] | [removed: [18](#sB7B5E6412CE45D3FB65E9957D072399A)] [added: [67](#s20BA4B3F34045101A6335A1EEB958BF8)] |
| [Item [removed: 9(a).](#sAF02683DA0155581B497D38B7BC02651)] [added: 9(a).](#sEB7A33F4528855CA9F7EDBB35A2F4F8E)] | [Controls and [removed: Procedures](#sAF02683DA0155581B497D38B7BC02651)] [added: Procedures](#sEB7A33F4528855CA9F7EDBB35A2F4F8E)] | [removed: [18](#sAF02683DA0155581B497D38B7BC02651)] [added: [67](#sEB7A33F4528855CA9F7EDBB35A2F4F8E)] |
| [Item [removed: 9(b).](#s4FEB8569920052678FFE501CC27BF8CC)] [added: 9(b).](#sEFE259471B2850AA82E62877CC5D8693)] | [Other [removed: Information](#s4FEB8569920052678FFE501CC27BF8CC)] [added: Information](#sEFE259471B2850AA82E62877CC5D8693)] | [removed: [18](#s4FEB8569920052678FFE501CC27BF8CC)] [added: [67](#sEFE259471B2850AA82E62877CC5D8693)] |
[removed: | [Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sD5D616156AFA5DA98EB45F36E9F0A8EF) | | [19](#sD5D616156AFA5DA98EB45F36E9F0A8EF) |][added: Operations – Executive Overview."]
| [removed: [PART III](#s7A06A32266555183AF661271714AB90E)] [added: PART III] | | |
| [Item [removed: 10.](#s7A06A32266555183AF661271714AB90E)] [added: 10.](#sD9762E45DAA55DAABEFA2732E90B2565)] | [Directors, Executive Officers and Corporate [removed: Governance](#s7A06A32266555183AF661271714AB90E)] [added: Governance](#sD9762E45DAA55DAABEFA2732E90B2565)] | [removed: [63](#s7A06A32266555183AF661271714AB90E)] [added: [68](#sD9762E45DAA55DAABEFA2732E90B2565)] |
| [Item [removed: 11.](#s7A06A32266555183AF661271714AB90E)] [added: 11.](#sD9762E45DAA55DAABEFA2732E90B2565)] | [Executive [removed: Compensation](#s7A06A32266555183AF661271714AB90E)] [added: Compensation](#sD9762E45DAA55DAABEFA2732E90B2565)] | [removed: [63](#s7A06A32266555183AF661271714AB90E)] [added: [68](#sD9762E45DAA55DAABEFA2732E90B2565)] |
| [Item [removed: 12(a).](#s7A06A32266555183AF661271714AB90E)] [added: 12(a).](#sD9762E45DAA55DAABEFA2732E90B2565)] | [Security Ownership of Certain Beneficial [removed: Owners](#s7A06A32266555183AF661271714AB90E)] [added: Owners](#sD9762E45DAA55DAABEFA2732E90B2565)] | [removed: [63](#s7A06A32266555183AF661271714AB90E)] [added: [68](#sD9762E45DAA55DAABEFA2732E90B2565)] |
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| Yes | ☐ | No | ☒ |
| | [Executive Overview](#sA34BA8F3576A592692485BFF357ADAAE) | [19](#sA34BA8F3576A592692485BFF357ADAAE) |
| | [Liquidity and Capital Resources](#s785078C13D045104A93CE35DC12E524B) | [22](#s785078C13D045104A93CE35DC12E524B) |
| | [Business Environment and Results of Operations](#s8E7190CDDF015CBFB735F628AF05CD17) | [24](#s8E7190CDDF015CBFB735F628AF05CD17) |
| | [Results of Operations in 2019 Compared to 2018](#s05195B86D0F356378F13E3D8D3279D34) | [26](#s05195B86D0F356378F13E3D8D3279D34) |
| | [Results of Operations in 2018 Compared to 2017](#sD6147482BCCC5E778039160226DF1F70) | [28](#sD6147482BCCC5E778039160226DF1F70) |
| | [Critical Accounting Estimates](#sE64E3FAD596659DC9656BC470AD7CC84) | [29](#sE64E3FAD596659DC9656BC470AD7CC84) |
| | [Off Balance Sheet Arrangements](#s24010971BE78561D8CBE2219E0F39865) | [31](#s24010971BE78561D8CBE2219E0F39865) |
| | [Financial Instrument Market Risk](#s1767BBB0175B55C1BF80646520C1B8FF) | [32](#s1767BBB0175B55C1BF80646520C1B8FF) |
| | [Environmental Matters](#sA4E6975F35D655B4826AB101694ABF22) | [32](#sA4E6975F35D655B4826AB101694ABF22) |
| | [Forward-Looking Information](#s49F877DF51715C67AADB7D45BB034C7E) | [32](#s49F877DF51715C67AADB7D45BB034C7E) |
| SIGNATURES | | [76](#s2B9CEEBD17AE5AE4856298C977A72F28) |
| | | | |
| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 1 \| Business |
Halliburton Company is one of the world's largest providers of products and services to the energy industry.
Inspired by the past and leading into the future, what started with a single product from a single location is now a global enterprise.
We are proud of our over 100 years of operation, innovation, collaboration, and execution.
For the transition period from ______ to ______
| | Name of each exchange on |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
\[X\]
Emerging Growth Company \[ \]
| [MD&A AND FINANCIAL STATEMENTS](#sD5D616156AFA5DA98EB45F36E9F0A8EF) | | |
| [Management’s Report on Internal Control Over Financial Reporting](#sBF33B9E15D7D5722A958C4D10099113D) | | [33](#sBF33B9E15D7D5722A958C4D10099113D) |
| [Reports of Independent Registered Public Accounting Firm](#sDD29FA6300135DF5A9F5A410BB1F1AB1) | | [34](#sDD29FA6300135DF5A9F5A410BB1F1AB1) |
| [Consolidated Statements of Operations](#s8F324A6001BB5B869B06A77A4EE50EBF) | | [36](#s8F324A6001BB5B869B06A77A4EE50EBF) |
| [Consolidated Statements of Comprehensive Income](#sA2DBC708EF3952D380C6B8D286686119) | | [37](#sA2DBC708EF3952D380C6B8D286686119) |
| [Consolidated Balance Sheets](#s3CB25A1583FD5801BF79F87598190AEC) | | [38](#s3CB25A1583FD5801BF79F87598190AEC) |
| [Consolidated Statements of Cash Flows](#sCF6E6FDECD7957A19547D6D4CAB1B867) | | [39](#sCF6E6FDECD7957A19547D6D4CAB1B867) |
| [Consolidated Statements of Shareholders’ Equity](#sB668B845292F5BB39162C1F4E59A7E09) | | [40](#sB668B845292F5BB39162C1F4E59A7E09) |
| [Notes to Consolidated Financial Statements](#s863363A77B15542394E0A6C04705397B) | | [41](#s863363A77B15542394E0A6C04705397B) |
| [Selected Financial Data (Unaudited)](#s98C01728E425587397B162818F39C80A) | | [61](#s98C01728E425587397B162818F39C80A) |
| [Quarterly Financial Data (Unaudited)](#s6DB2103CBA9A5A9AA370020FDD69B295) | | [62](#s6DB2103CBA9A5A9AA370020FDD69B295) |
| [SIGNATURES](#sA725C5F5958A5CEB9C3D1C7DFBC0143C) | | [71](#sA725C5F5958A5CEB9C3D1C7DFBC0143C) |
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information about our geographic operations.
| | Vice President, Finance of Halliburton Company, December 2013 to December 2014 | |
| | | Director of Deutsche Bank, March 2011 to August 2014 |
| | | Executive Vice President and Chief Operating Officer of Halliburton Company, September 2012 to July 2014 |
An excerpt. Shown here: 40 of 85 rewritten, 40 of 113 added and all 21 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 2. Properties.
2 rewritten, 0 added, 0 removed, 13 unchanged
| – | *Drilling and Evaluation:* Alvarado, [removed: Texas; Nisku, Canada;] [added: Texas] and The Woodlands, Texas |
| – | *Shared/corporate facilities:* Bangalore, India; Carrollton, Texas; Denver, Colorado; Dhahran, Saudi Arabia; Dubai, United Arab [removed: Emirates (corporate executive offices);] [added: Emirates;] Duncan, Oklahoma; Houston, Texas (corporate executive offices); Kuala Lumpur, Malaysia; London, England; Moscow, Russia; Panama City, Panama; Pune, India; Rio de Janeiro, Brazil; Singapore; and Tananger, Norway |
Item 4. Mine Safety Disclosures.
0 rewritten, 5 added, 0 removed, 3 unchanged
HAL 2019 FORM 10-K | 16
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | Item 5 \| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
9 rewritten, 12 added, 7 removed, 17 unchanged
Subject to Board of Directors approval, our intention is to continue paying dividends at our current rate during [removed: 2019.][added: 2020.]
The following graph and table compare total shareholder return on our common stock for the five-year period ended December 31, [removed: 2018,] [added: 2019,] with the Philadelphia Oil Service Index (OSX) and the Standard & Poor’s 500 ® Index over the same period.
This comparison assumes the investment of $100 on December 31, [removed: 2013] [added: 2014] and the reinvestment of all dividends.
[removed: ][added: ]
| | [removed: 2013 | | |] 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | [added: 2019 | | |]
At February [removed: 8, 2019,] [added: 7, 2020,] we had [removed: 11,774] [added: 11,316] shareholders of record.
The following table is a summary of repurchases of our common stock during the three-month period ended December 31, [removed: 2018.][added: 2019.]
| (a) | [removed: Of] [added: All of] the [removed: 5,986,114] [added: 182,228] shares purchased during the three-month period ended December 31, [removed: 2018, 221,214 shares] [added: 2019] were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants. These shares were not part of a publicly announced program to purchase common stock. |
| (b) | Our Board of Directors has authorized a plan to repurchase a specified dollar amount of our common stock from time to time. [removed: During the fourth quarter of 2018, we repurchased approximately 5.8 million shares of our common stock pursuant to our share repurchase program for a total cost of approximately $200 million at an average price of $34.69 per share.] Approximately [removed: $5.3] [added: $5.2] billion remained authorized for repurchases as of December 31, [removed: 2018.] [added: 2019.] From the inception of this program in February 2006 through December 31, [removed: 2018,] [added: 2019,] we repurchased approximately [removed: 212] [added: 217] million shares of our common stock for a total cost of approximately [removed: $8.8] [added: $8.9] billion. |
| Halliburton | $ | 100.00 | | $ | 88.13 | | $ | 142.39 | | $ | 130.67 | | $ | 72.43 | | $ | 68.30 | |
| Philadelphia Oil Service Index (OSX) | 100.00 | | | 76.62 | | | 91.16 | | | 75.48 | | | 41.35 | | | 41.12 | | |
| Standard & Poor’s 500 ® Index | 100.00 | | | 101.38 | | | 113.51 | | | 138.29 | | | 132.23 | | | 173.86 | | |
HAL 2019 FORM 10-K | 17
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | Item 5 \| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | |
| October 1 - 31 | 17,044 | $19.89 | — | $5,200,008,050 |
| November 1 - 30 | 15,881 | $20.23 | — | $5,200,008,050 |
| December 1 - 31 | 149,303 | $21.96 | — | $5,200,008,050 |
| Total | 182,228 | $21.62 | — | |
| Halliburton | $ | 100.00 | | $ | 78.40 | | $ | 69.09 | | $ | 111.64 | | $ | 102.44 | | $ | 56.78 | |
| Philadelphia Oil Service Index (OSX) | 100.00 | | | 76.49 | | | 58.60 | | | 69.72 | | | 57.73 | | | 31.63 | | |
| Standard & Poor’s 500 ® Index | 100.00 | | | 113.69 | | | 115.26 | | | 129.05 | | | 157.22 | | | 150.33 | | |
| October 1 - 31 | 2,885,114 | $34.88 | 2,868,100 | $5,400,004,968 |
| November 1 - 30 | 2,907,936 | $34.52 | 2,896,800 | $5,300,007,172 |
| December 1 - 31 | 193,064 | $30.45 | — | $5,300,007,172 |
| Total | 5,986,114 | $34.56 | 5,764,900 | |
Item 6. Selected Financial Data.
1 rewritten, 24 added, 2 removed, 0 unchanged
[removed: Item 7. Management’s] [added: Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations" and "Item 8.]
The Selected Financial Data should be read in conjunction with "Item 7.
Financial Statements and Supplementary Data," both contained herein.
| HALLIBURTON COMPANY Selected Financial Data *(Unaudited)* | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
| | Year ended December 31 | | | | | | | | | | | | | | |
| *Millions of dollars except per share data* | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | |
| Revenue | $ | 22,408 | | $ | 23,995 | | $ | 20,620 | | $ | 15,887 | | $ | 23,633 | |
| Operating income (loss) | (448 | | ) | 2,467 | | | 1,374 | | | (6,770 | | ) | (165 | | ) |
| Income (loss) from continuing operations | (1,129 | | ) | 1,657 | | | (449 | | ) | (5,767 | | ) | (662 | | ) |
| Basic and diluted income (loss) per share from continuing operations | (1.29 | | ) | 1.89 | | | (0.51 | | ) | (6.69 | | ) | (0.78 | | ) |
| Cash dividends per share | 0.72 | | | 0.72 | | | 0.72 | | | 0.72 | | | 0.72 | | |
| Net working capital | 6,334 | | | 6,349 | | | 5,915 | | | 7,654 | | | 14,733 | | |
| Total assets | 25,377 | | | 25,982 | | | 25,085 | | | 27,000 | | | 36,942 | | |
| Long-term debt | 10,316 | | | 10,312 | | | 10,430 | | | 12,214 | | | 14,687 | | |
| Total debt | 10,327 | | | 10,344 | | | 10,942 | | | 12,384 | | | 15,429 | | |
| Total shareholders’ equity | 8,025 | | | 9,544 | | | 8,349 | | | 9,448 | | | 15,495 | | |
| Cash flows from operating activities | 2,445 | | | 3,157 | | | 2,468 | | | (1,703 | | ) | 2,906 | | |
| Capital expenditures | 1,530 | | | 2,026 | | | 1,373 | | | 798 | | | 2,184 | | |
HAL 2019 FORM 10-K | 18
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 7 \| Executive Overview |
Information related to selected financial data is included on page 61 of this annual report.
Information related to Management’s Discussion and Analysis of Financial Condition and Results of Operations is included on pages 19 through 32 of this annual report.
Item 8. Financial Statements and Supplementary Data.
12 rewritten, 1,348 added, 5 removed, 5 unchanged
| | [removed: Page No.] [added: PAGE] |
[removed: | Management’s Report on Internal Control Over Financial Reporting | [33](#sBF33B9E15D7D5722A958C4D10099113D) |][added: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]
| [removed: Reports] [added: [Reports] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#s980DD52F2C4E59E7BD65F85FA6031B16)] | [removed: [34](#sDD29FA6300135DF5A9F5A410BB1F1AB1)] [added: [36](#s980DD52F2C4E59E7BD65F85FA6031B16)] |
| [removed: Consolidated] [added: [Consolidated] Statements of Operations for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017](#sD086B2BD417A590DA7D4FDB12D3C5278)] | [removed: [36](#s8F324A6001BB5B869B06A77A4EE50EBF)] [added: [39](#sD086B2BD417A590DA7D4FDB12D3C5278)] |
| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive Income [added: (Loss)] for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017](#sA01D8228469852E094C201197FD19ADF)] | [removed: [37](#sA2DBC708EF3952D380C6B8D286686119)] [added: [40](#sA01D8228469852E094C201197FD19ADF)] |
| [removed: Consolidated] [added: [Consolidated] Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018](#s18B3789DE7CE51D2AB59133A26E6572F)] | [removed: [38](#s3CB25A1583FD5801BF79F87598190AEC)] [added: [41](#s18B3789DE7CE51D2AB59133A26E6572F)] |
| [removed: Consolidated] [added: [Consolidated] Statements of Cash Flows for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017](#sE3A9210311A05D8DBF52AFCAEBBCB572)] | [removed: [39](#sCF6E6FDECD7957A19547D6D4CAB1B867)] [added: [42](#sE3A9210311A05D8DBF52AFCAEBBCB572)] |
| [removed: Consolidated] [added: [Consolidated] Statements of Shareholders’ Equity for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017](#s3550301AD8F95CDBB9D696594E535C70)] | [removed: [40](#sB668B845292F5BB39162C1F4E59A7E09)] [added: [43](#s3550301AD8F95CDBB9D696594E535C70)] |
| [removed: Notes] [added: Notes] to Consolidated Financial [removed: Statements] [added: Statements] | [removed: [41](#s863363A77B15542394E0A6C04705397B)] |
| [removed: Selected] [added: [Quarterly] Financial Data [removed: (Unaudited)] [added: (Unaudited)](#s1726135DC8975C1A8817B4D7C11A2E1B)] | [removed: [61](#s98C01728E425587397B162818F39C80A)] [added: [66](#s1726135DC8975C1A8817B4D7C11A2E1B)] |
| [removed: Quarterly] [added: HALLIBURTON COMPANY Quarterly] Financial [removed: Data (Unaudited)] [added: Data *(Unaudited)*] | [removed: [62](#s6DB2103CBA9A5A9AA370020FDD69B295)] | [added: | | | | | | | | | | | | | |]
[removed: See page 33] [added: The Company's management is responsible] for [removed: Management’s Report on Internal Control Over Financial Reporting] [added: maintaining effective internal control over financial reporting] and [removed: page 35] for [removed: Report of Independent Registered Public Accounting Firm on] its assessment of [removed: our] [added: the effectiveness of] internal control over financial [removed: reporting.][added: reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.]
| Financial Statements | |
| [Management’s Report on Internal Control Over Financial Reporting](#s53071AA629445FFF96A1033A7F7FEBEE) | [35](#s53071AA629445FFF96A1033A7F7FEBEE) |
| | |
| [Note 1. Description of Company and Significant Accounting Policies](#sC8EB6CDD03C25BD78247D5C87C6E529A) | [44](#sC8EB6CDD03C25BD78247D5C87C6E529A) |
| [Note 2. Impairments and Other Charges](#s64E7C7AE982856269C31A2CF59BEB68A) | [47](#s64E7C7AE982856269C31A2CF59BEB68A) |
| [Note 3. Business Segment and Geographic Information](#s229FCE60D1485253B71119514CCE55EB) | [48](#s229FCE60D1485253B71119514CCE55EB) |
| [Note 4. Revenue](#s809C1F9FD94E55C5BDDADF778B6DC9A8) | [49](#s809C1F9FD94E55C5BDDADF778B6DC9A8) |
| [Note 5. Receivables](#s4F9F08C20AD05B70885DB89766D50F8A) | [50](#s4F9F08C20AD05B70885DB89766D50F8A) |
| [Note 6. Leases](#sDBD79546ACB85835AE6A1D9893CD416E) | [51](#sDBD79546ACB85835AE6A1D9893CD416E) |
| [Note 7. Inventories](#sEAFB39B213A0590EB263FF048B05C050) | [53](#sEAFB39B213A0590EB263FF048B05C050) |
| [Note 8. Property, Plant and Equipment](#s0CB392685FB852DC8118D3391FB2FF52) | [53](#s0CB392685FB852DC8118D3391FB2FF52) |
| [Note 9. Debt](#s2EA1E1C570145CB28B28FFB66728D30D) | [54](#s2EA1E1C570145CB28B28FFB66728D30D) |
| [Note 10. Commitments and Contingencies](#s11C1DE46C8E6513E8FF427CF311D595A) | [54](#s11C1DE46C8E6513E8FF427CF311D595A) |
| [Note 11. Income Taxes](#s06C129C16A035747AE90031EDE59B9E1) | [55](#s06C129C16A035747AE90031EDE59B9E1) |
| [Note 12. Shareholders’ Equity](#s198B80829FD75DC7B102D4848CD9C0FE) | [57](#s198B80829FD75DC7B102D4848CD9C0FE) |
| [Note 13. Stock-based Compensation](#sB6D8E43EF665540E95CEC6B34838ACEC) | [58](#sB6D8E43EF665540E95CEC6B34838ACEC) |
| [Note 14. Income per Share](#s6A4A845EE1F55CA0B0AF423A09654690) | [61](#s6A4A845EE1F55CA0B0AF423A09654690) |
| [Note 15. Financial Instruments and Risk Management](#s1629FDB0231A54DC91342C731A2C9471) | [61](#s1629FDB0231A54DC91342C731A2C9471) |
| [Note 16. Retirement Plans](#sEF2167288E21548D8AAF7E980046E416) | [63](#sEF2167288E21548D8AAF7E980046E416) |
| [Note 17. New Accounting Pronouncements](#sDF7FAF7EF8FF55109138D1C3BACBEE26) | [65](#sDF7FAF7EF8FF55109138D1C3BACBEE26) |
| | |
HAL 2019 FORM 10-K | 34
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| --- | --- | --- |
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| [Table of Contents](#s0CBF6F7960075DE8BFE1B0A2937B8274) | | |
The management of Halliburton Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Securities Exchange Act Rule 13a-15(f).
Internal control over financial reporting, no matter how well designed, has inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation to assess the effectiveness of our internal control over financial reporting as of December 31, 2019 based upon criteria set forth in the *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our assessment, we believe that, as of December 31, 2019, our internal control over financial reporting is effective.
The effectiveness of Halliburton’s internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.
HALLIBURTON COMPANY
by
| | | |
| --- | --- | --- |
| | | |
| /s/ Jeffrey A. Miller | | /s/ Lance Loeffler |
| Jeffrey A. Miller | | Lance Loeffler |
Item 9(a). Controls and Procedures.
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2018 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
An excerpt. Shown here: all 12 rewritten, 40 of 1,348 added and all 5 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2019 filing and the FY2018 filing.
Item 9. (a). Controls and Procedures.
2 rewritten, 6 added, 1,318 removed, 5 unchanged
[removed: The Company's management is responsible] [added: See page 35] for [removed: maintaining effective internal control over financial reporting] [added: Management’s Report on Internal Control Over Financial Reporting] and [added: page 38] for [added: Report of Independent Registered Public Accounting Firm on] its assessment of [removed: the effectiveness of] [added: our] internal control over financial [removed: reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.][added: reporting.]
[added: Item 9(b).] Other [removed: information][added: Information.]
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2019 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
HAL 2019 FORM 10-K | 67
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | Item 10 \| Directors, Executive Officers and Corporate Governance | |
HALLIBURTON COMPANY
Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE OVERVIEW
Financial results
Our business strengthened in 2018 as we continued to build for a longer-term industry recovery.
We experienced some challenges in North America during the latter half of the year as a result of offtake capacity limitations and customer budget constraints, but we believe these are temporary in nature.
We successfully maintained our global market share in 2018, which was accomplished by our investments in strategic growth areas and by competing in key markets as we continue to collaborate and engineer solutions to maximize asset value for our customers and align our business with customers in the fastest growing market segments.
We generated total company revenue of $24.0 billion during 2018, a 16% increase from the $20.6 billion of revenue generated in 2017, with our Completion and Production segment improving 22% and our Drilling and Evaluation segment improving 6%.
We also reported total company operating income of approximately $2.5 billion in 2018, an 80% increase from operating income of $1.4 billion in 2017.
These improvements were primarily associated with pressure pumping services, drilling activity and artificial lift in North America, as well as drilling activity in the Eastern Hemisphere.
Our North America revenue in 2018 increased 25% compared to 2017, outperforming the average North American rig count growth of 13%.
However, the United States land rig count was relatively flat over the second half of 2018, with an average quarterly increase of less than 2%.
A combination of offtake capacity limitations and customer budget constraints led to less demand for completion services during the fourth quarter of 2018.
The lower demand created excess equipment capacity in the market and had a detrimental effect on pricing.
As a result, our North America revenue decreased by 11% from the third quarter of 2018 to the fourth quarter of 2018, primarily driven by lower activity and pricing in stimulation services.
Our international business continues to show signs of a steady recovery and delivered annual revenue growth for the first time since 2014, with a 6% improvement from 2017 to 2018.
This underscores the versatility and global reach of our business portfolio.
Improvements in revenue were driven primarily by increased drilling and well intervention activity in the Middle East.
While the international markets are continuing to improve, they are in the early stages of a recovery and pricing pressure remains a challenge.
We have grown our international market share throughout the downturn because of our service quality and technology offerings and our willingness to collaborate with our customers.
Our product service lines continue to focus on technology-driven value propositions to help our customers increase production and lower costs.
Business outlook
Commodity prices fell towards the end of 2018, with both West Texas Intermediate (WTI) and Brent crude oil spot prices dropping over 40% to levels not experienced since June of 2017.
This price volatility created headwinds as we entered 2019.
However, oil prices have climbed since the beginning of 2019, and we believe supply and demand fundamentals for multi-year industry growth are still intact.
Our industry is going through a transformation brought on by the shale revolution and the recent down-cycle.
The industry has removed substantial costs from the system and introduced significant efficiencies and many of our customers in North America appear to have shifted their strategy from production growth to operating within cash flow and generating returns.
We believe this is a positive sign for the long-term prospects of our industry.
In North America, the drop in oil prices at the end of 2018 appears to have created some uncertainty about our customers' expectations about future prices, which in turn led to customer budgets for 2019 that are more limited than previously anticipated.
Although we expect these reloaded budgets will drive modest improvement in completion activity levels in 2019, we anticipate that pressure on services pricing will continue in the first quarter.
We believe, however, that there are several catalysts for a potential completions activity rebound in North America.
These catalysts include what we expect will be a supportive commodity price environment, offtake capacity constraints alleviating in the Permian basin, and a high inventory of drilled but uncompleted (DUC) wells.
If these catalysts materialize, we believe they will increase customer urgency and, in turn, drive higher pricing in the second half of 2019.
We will continue to adjust our cost structure to market conditions.
We are actively maintaining and improving the condition of our fleet to position our North America land business for success as the market improves.
Internationally, the market recovery continues at a modest pace.
Over the course of 2019, we believe activity will improve across all international regions, although off of a low base in some geographies, such as Asia Pacific and Africa.
This international recovery is led by mature fields as customers broadly favor shorter cycle returns and lower risk projects in today’s environment.
We believe in the strength of our mature fields technology portfolio, and we intend to continue building our mature fields capabilities in 2019 and beyond.
We believe we are well-positioned for continued growth as a result of the significant investments we made to grow our global footprint in the last cycle, which included increasing our product service line operations in various geographies, expanding our manufacturing capacity in Singapore and opening technology centers in Saudi Arabia, India and Brazil.
An excerpt. Shown here: all 2 rewritten, all 6 added and 40 of 1,318 removed. The counts are complete. For every sentence, read Item 9. (a). Controls and Procedures. in the FY2019 filing and the FY2018 filing.
Item 10. Directors, Executive Officers and Corporate Governance.
3 rewritten, 0 added, 0 removed, 0 unchanged
The information required for the directors of the Registrant is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the captions “Election of Directors” and “Involvement in Certain Legal Proceedings.” The information required for the executive officers of the Registrant is included under Part I on pages [removed: 5 through] 6 [added: through 7] of this annual report.
The information required for a delinquent form required under Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance,”] [added: Reports,”] to the extent any disclosure is required.
The information for our code of ethics is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption “Corporate Governance.” The information regarding our Audit Committee and the independence of its members, along with information about the audit committee financial expert(s) serving on the Audit Committee, is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption “The Board of Directors and Standing Committees of Directors.”
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal [removed: 2018,”] [added: 2019,”] “Outstanding Equity Awards at Fiscal Year End [removed: 2018,” “2018] [added: 2019,” “2019] Option Exercises and Stock Vested,” [removed: “2018] [added: “2019] Nonqualified Deferred Compensation,” “Employment Contracts and Change-in-Control Arrangements,” “Post-Termination or Change-in-Control Payments,” “Equity Compensation Plan Information” and “Directors’ Compensation.”
Item 12. (a). Security Ownership of Certain Beneficial Owners.
2 rewritten, 1 added, 0 removed, 4 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and Management.”
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption “Equity Compensation Plan Information.”
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and Management.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption “Corporate Governance” to the extent any disclosure is required and under the caption “The Board of Directors and Standing Committees of Directors.”
Item 14. Principal Accounting Fees and Services.
1 rewritten, 5 added, 0 removed, 1 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] (File No. 001-03492) under the caption “Fees Paid to KPMG LLP.”
HAL 2019 FORM 10-K | 68
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
Item 15. Exhibits.
46 rewritten, 37 added, 9 removed, 175 unchanged
| | | The reports of the Independent Registered Public Accounting Firm and the financial statements of Halliburton Company [removed: as required by] [added: are included within] Part II, Item [removed: 8, are included on pages 34 through 35 and pages 36 through 60] [added: 8] of this [removed: annual report. See index] [added: Annual Report] on [removed: page (i).] [added: Form 10-K.] |
| | 4.27 | [Form of Global Note for Halliburton’s 3.800% Senior Notes due 2025 (included as part of Exhibit [removed: 4.27).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] |
| | 4.28 | [Form of Global Note for Halliburton’s 4.850% Senior Notes due 2035 (included as part of Exhibit [removed: 4.27).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] |
| | 4.29 | [Form of Global Note for Halliburton’s 5.000% Senior Notes due 2045 (included as part of Exhibit [removed: 4.27).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] |
| † | 10.8 | [removed: [2008 Halliburton Elective Deferral] [added: [Halliburton Company Pension Equalizer] Plan, as amended and restated effective [removed: January] [added: March] 1, [removed: 2008] [added: 2007] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.8] to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-3.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-8.htm)] |
| † | [removed: 10.9] [added: 10.10] | [removed: [Halliburton Company Supplemental Executive Retirement Plan,] [added: [Retirement Plan for the Directors of Halliburton Company,] as amended and restated effective [removed: January] [added: July] 1, [removed: 2008] [added: 2007] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.10] to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-4.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-10.htm)] |
| † | [removed: 10.10] [added: 10.9] | [Halliburton Company [removed: Benefit Restoration] [added: Directors' Deferred Compensation] Plan, as amended and restated effective [removed: January 1, 2008] [added: May 16, 2012] (incorporated by reference to Exhibit 10.5 to [removed: Halliburton’s] [added: Halliburton's] Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2007,] [added: 2012,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-5.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex105.htm)] |
| † | [removed: 10.11] [added: 10.12] | [removed: [Halliburton Company Pension Equalizer Plan, as amended and restated] [added: [First Amendment to the Retirement Plan for the Directors of Halliburton Company,] effective [removed: March] [added: September] 1, 2007 (incorporated by reference to Exhibit [removed: 10.8] [added: 10.3] to Halliburton’s Form 10-Q for the quarter ended [removed: September 30, 2007,] [added: March 31, 2011,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-8.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501211000194/exhibit_10-3.htm)] |
| † | [removed: 10.12] [added: 10.16] | [removed: [Halliburton] [added: [First Amendment dated December 1, 2012 to Halliburton] Company Directors' Deferred Compensation Plan, as amended and restated effective [removed: as of] May 16, 2012 (incorporated by reference to Exhibit [removed: 10.5] [added: 10.45] to [removed: Halliburton's] [added: Halliburton’s] Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30,] [added: December 31,] 2012, File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex105.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1045.htm)] |
| † | [removed: 10.13] [added: 10.20] | [removed: [Retirement Plan for the Directors of Halliburton Company,] [added: [Halliburton Annual Performance Pay Plan,] as amended and restated effective [removed: July] [added: January] 1, [removed: 2007] [added: 2019)] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.7] to [removed: Halliburton’s] [added: Halliburton's] Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2007,] [added: 2019,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-10.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000112/hal06302019-ex107.htm)] |
| † | [removed: 10.14] [added: 10.11] | [Halliburton Company Employee Stock Purchase Plan, as amended and restated effective February 24, 2015 (incorporated by reference to Appendix C of Halliburton’s proxy statement filed April 7, 2015, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000130817915000113/lhal2015_def14a.htm#lhala031) |
| † | [removed: 10.15] [added: 10.39] | [removed: [First Amendment to Halliburton] [added: [Halliburton] Company [removed: Supplemental Executive Retirement Plan,] [added: Performance Unit Program,] as amended and restated effective January 1, [removed: 2008] [added: 2019] (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.1 to Halliburton’s] [added: 10.8 of Halliburton's] Form [removed: 8-K filed September 21, 2009,] [added: 10-Q for the quarter ended June 30, 2019,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501209000340/serpamend.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000112/hal06302019-ex108.htm)] |
| † | [removed: 10.16] [added: 10.37] | [removed: [Amendment No. 1] [added: [Second Amendment dated January 1, 2019,] to Halliburton Company [removed: Benefit Restoration] [added: Directors’ Deferred Compensation] Plan, as amended and restated effective [removed: January 1, 2008] [added: May 16, 2012] (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.2 to Halliburton’s] [added: 10.47 of Halliburton's] Form [removed: 8-K filed September 21, 2009,] [added: 10-K for the year ended December 31, 2018,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501209000340/halamendsbenefitrestor.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1047.htm)] |
| † | [removed: 10.17] [added: 10.13] | [removed: [Amendment No. 1] [added: [First Amendment] to [removed: 2008] [added: Restricted Stock Plan for Non-Employee Directors of] Halliburton [removed: Elective Deferral Plan, as amended and restated] [added: Company,] effective [removed: January 1, 2008] [added: December 7, 2011] (incorporated by reference to Exhibit 10.41 to Halliburton’s Form 10-K for the year ended December 31, [removed: 2010,] [added: 2011,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501211000087/exhibit_10-41.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000075/exhibit_10-41.htm)] |
| | [removed: 10.18] [added: 10.40] | [U.S. [removed: $3,000,000,000] [added: $3,500,000,000] Five Year Revolving Credit Agreement among [removed: Halliburton Company,] [added: Halliburton,] as Borrower, the Banks party thereto, and Citibank, N.A., as [removed: Agent, effective July 21, 2015] [added: Agent] (incorporated by reference to Exhibit 10.1 to [removed: Halliburton's] [added: Halliburton’s] Form [removed: 10-Q for the quarter ended June 30, 2015,] [added: 8-K filed March 7, 2019,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000104/hal_6302015-ex101.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000064/halentersfiveyearcredit.htm)] |
| † | [removed: 10.19] [added: 10.14] | [removed: [First] [added: [Second] Amendment to [removed: the Retirement] [added: Restricted Stock] Plan for [removed: the] [added: Non-Employee] Directors of Halliburton Company, effective [removed: September 1, 2007] [added: May 16, 2012] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to [removed: Halliburton’s] [added: Halliburton's] Form 10-Q for the quarter ended [removed: March 31, 2011,] [added: June 30, 2012,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501211000194/exhibit_10-3.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex104.htm)] |
| † | [removed: 10.20] [added: 10.15] | [removed: [First] [added: [Third] Amendment to [removed: Halliburton Company] Restricted Stock Plan for Non-Employee Directors [added: of Halliburton Company, effective December 1, 2012] (incorporated by reference to Exhibit [removed: 10.41] [added: 10.44] to Halliburton’s Form 10-K for the year ended December 31, [removed: 2011,] [added: 2012,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000075/exhibit_10-41.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1044.htm)] |
| † | [removed: 10.21] [added: 10.22] | [removed: [Second Amendment to] [added: [Form of Non-Employee Director] Restricted Stock [removed: Plan for Non-Employee Directors of Halliburton Company] [added: Agreement (Stock and Incentive Plan)] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.43] to Halliburton's Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2012,] [added: December 31, 2011,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex104.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000075/exhibit_10-43.htm)] |
| † | [removed: 10.22] [added: 10.36] | [removed: [Third Amendment to] [added: [Form of Non-Management Director] Restricted Stock [removed: Plan for Non-Employee Directors of Halliburton Company effective December 1, 2012] [added: Unit Agreement (Stock and Incentive Plan)] (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.44 to Halliburton’s] [added: 10.46 of Halliburton's] Form 10-K for the year ended December 31, [removed: 2012,] [added: 2018,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1044.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1046.htm)] |
| † | [removed: 10.23] [added: 10.18] | [removed: [First Amendment dated December 1, 2012 to Halliburton Company Directors' Deferred Compensation Plan, as amended and restated effective May 16, 2012] [added: [Executive Agreement (Timothy McKeon)] (incorporated by reference to Exhibit [removed: 10.45] [added: 10.49] to Halliburton’s Form 10-K for the year ended December 31, [removed: 2012,] [added: 2013,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1045.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501214000069/hal-12312013xex1049.htm)] |
| † | [removed: 10.24] [added: 10.17] | [Executive Agreement (Myrtle L. Jones) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 10-Q for the quarter ended March 31, 2013, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000159/hal-3312013xex101.htm) |
| † | 10.25 | [Executive Agreement [removed: (Timothy McKeon)] [added: (Jeffrey A. Miller)] (incorporated by reference to Exhibit [removed: 10.49] [added: 10.1] to [removed: Halliburton’s] [added: Halliburton's] Form [removed: 10-K] [added: 8-K] filed [removed: February 7, 2014,] [added: June 5, 2017,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501214000069/hal-12312013xex1049.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000117/executiveagreement_miller.htm)] |
| † | [removed: 10.26] [added: 10.19] | [Executive Agreement (Charles E. Geer, Jr.) (incorporated by reference to Exhibit 10.2 to Halliburton’s Form 8-K filed December 9, 2014, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000119312514437437/d834718dex102.htm) |
| † | [removed: 10.28] [added: 10.26] | [Halliburton [removed: Annual Performance Pay] [added: Company Stock and Incentive] Plan, as amended and restated effective [removed: January 1, 2010] [added: May 15, 2019] (incorporated by reference to [removed: Exhibit 10.3 to] [added: Appendix A of] Halliburton's [removed: Form 8-K] [added: proxy statement] filed [removed: September 21, 2009,] [added: April 2, 2019,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501209000340/halamendsperfpayplan.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000130817919000086/lhal2019_def14a.htm#lhala031)] |
| † | [removed: 10.29] [added: 10.21] | [Form of Non-Employee Director Restricted Stock Agreement (Directors Plan) (incorporated by reference as Exhibit 99.5 of Halliburton's Form S-8 filed May 21, 2009, Registration No. 333-159394).](http://www.sec.gov/Archives/edgar/data/45012/000004501209000206/formofnonempdrsa.htm) |
| † | [removed: 10.30] [added: 10.38] | [removed: [Form of Non-Employee Director Restricted Stock] [added: [Executive] Agreement [removed: (Stock and Incentive Plan)] [added: (Mark J. Richard)] (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.43 to Halliburton's] [added: 10.48 of Halliburton’s] Form 10-K for the year ended December 31, [removed: 2011, Registration] [added: 2018, File] No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000075/exhibit_10-43.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1048.htm) .] |
| † | [removed: 10.31] [added: 10.24] | [removed: [Amendment No. 2 to Halliburton Company Benefit Restoration Plan, as amended and restated effective January 1, 2008] [added: [Executive Agreement (Anne Lyn Beaty)] (incorporated by reference to Exhibit 10.1 to [removed: Halliburton’s] [added: Halliburton's] Form 10-Q for the quarter ended [removed: September 30, 2016,] [added: March 31, 2017,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501216000401/hal_09302016-ex101.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000091/hal_03312017-ex101.htm)] |
| † | 10.32 | [removed: [Second Amendment to Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008] [added: [Executive Agreement (Eric J. Carre)] (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.2 to Halliburton’s] [added: 10.46 of Halliburton's] Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2016,] [added: December 31, 2017,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501216000401/hal_09302016-ex102.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000059/hal_12312017-ex1046.htm)] |
| † | [removed: 10.33] [added: 10.23] | [Executive Agreement (Joe D. Rainey) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 8-K filed December 12, 2017, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000285/executiveagreement_rainey.htm) |
| † | [removed: 10.34] [added: 10.35] | [Executive Agreement [removed: (Anne Lyn Beaty)] [added: (Lance Loeffler)] (incorporated by reference [removed: to] [added: as] Exhibit 10.1 [removed: to Halliburton's] [added: of Halliburton’s] Form [removed: 10-Q] [added: 8-K] filed [removed: April 28, 2017,] [added: December 11, 2018,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000091/hal_03312017-ex101.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000219/exloeffleremploymentagr.htm)] |
| † | [removed: 10.35] [added: 10.33] | [Executive Agreement [removed: (Jeffrey A. Miller)] [added: (Lawrence J. Pope)] (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.1 to] [added: 10.47 of] Halliburton's Form [removed: 8-K filed June 5,] [added: 10-K for the year ended December 31,] 2017, File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000117/executiveagreement_miller.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000059/hal_12312017-ex1047.htm)] |
| † | [removed: 10.37] [added: 10.27] | [Form of Nonstatutory Stock Option Agreement (U.S.) (incorporated by reference as Exhibit [removed: 10.1] [added: 99.2] of Halliburton's Form [removed: 10-Q] [added: S-8] filed [removed: July 27, 2018, File] [added: May 17, 2019, Registration] No. [removed: 001-03492)](http://www.sec.gov/Archives/edgar/data/45012/000004501218000120/hal_06302018-ex101.htm)] [added: 333-231571).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000093/formofnonstatstockoption_us.htm)] |
| † | [removed: 10.38] [added: 10.28] | [Form of Nonstatutory Stock Option Agreement (International) (incorporated by reference as Exhibit [removed: 10.2] [added: 99.3] of Halliburton's Form [removed: 10-Q] [added: S-8] filed [removed: July 27, 2018, File] [added: May 17, 2019, Registration] No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000120/hal_06302018-ex102.htm)] [added: 333-231571).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000093/formofnonstatstockoption_int.htm)] |
| † | [removed: 10.39] [added: 10.29] | [Form of Restricted Stock Agreement (incorporated by reference as Exhibit [removed: 10.3] [added: 99.4] of Halliburton's Form [removed: 10-Q] [added: S-8] filed [removed: July 27, 2018, File] [added: May 17, 2019, Registration] No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000120/hal_06302018-ex103.htm)] [added: 333-231571).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000093/formofrsaagreement.htm)] |
| † | [removed: 10.40] [added: 10.30] | [Form of Restricted Stock Unit Agreement (International) (incorporated by reference as Exhibit [removed: 10.4] [added: 99.5] of Halliburton's Form [removed: 10-Q] [added: S-8] filed [removed: July 27, 2018, File] [added: May 17, 2019, Registration] No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000120/hal_06302018-ex104.htm)] [added: 333-231571).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000093/formofrsuagreement-intl.htm)] |
| † | [removed: 10.41] [added: 10.31] | [Form of Restricted Stock Unit Agreement (U.S. Expat) (incorporated by reference as Exhibit [removed: 10.5] [added: 99.6] of Halliburton's Form [removed: 10-Q] [added: S-8] filed [removed: July 27, 2018, File] [added: May 17, 2019, Registration] No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000120/hal_06302018-ex105.htm)] [added: 323-231571).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000093/formofrsuagreement-usexpat.htm)] |
| † | [removed: 10.42] [added: 10.34] | [Executive Agreement [removed: (Eric J. Carre)] [added: (Robb L. Voyles)] (incorporated by reference as Exhibit [removed: 10.46] [added: 10.48] of Halliburton's Form 10-K [removed: filed February 2, 2018,] [added: for the year ended December 31, 2017,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000059/hal_12312017-ex1046.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000059/hal_12312017-ex1048.htm)] |
| *† | [removed: 10.47] [added: 10.44] | [removed: [Second] [added: [First] Amendment dated [removed: January 1, 2019,] [added: December 5, 2019] to Halliburton Company [removed: Directors’ Deferred Compensation Plan] [added: Employee Stock Purchase Plan,] as [removed: Amended] [added: amended] and [removed: Restated] [added: restated] effective [removed: as of May 16, 2012.](https://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1047.htm)] [added: February 24, 2015.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex1044.htm)] |
| * | 21.1 | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex211.htm)] |
| * | 23.1 | [Consent of KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex231.htm)] |
HAL 2019 FORM 10-K | 69
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| --- | --- | --- | --- |
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
HAL 2019 FORM 10-K | 70
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
| * | 4.30 | [Description of Registrant's Securities.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex430.htm) |
HAL 2019 FORM 10-K | 71
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| --- | --- | --- | --- |
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
HAL 2019 FORM 10-K | 72
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
HAL 2019 FORM 10-K | 73
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
| *† | 10.41 | [Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective December 5, 2019.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex1041.htm) |
| *† | 10.42 | [Halliburton Company Benefit Restoration Plan, as amended and restated effective December 5, 2019.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex1042.htm) |
| *† | 10.43 | [Halliburton Elective Deferral Plan, as amended and restated effective December 5, 2019.](https://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex1043.htm) |
| | | M. Katherine Banks |
| | | Patricia Hemingway Hall |
HAL 2019 FORM 10-K | 74
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| --- | --- | --- | --- |
| | | | |
| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 15 \| Exhibits |
| * | 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| | | |
| | 10.27 | [HESI Punitive Damages and Assigned Claims Settlement Agreement dated September 2, 2014, entered into between Halliburton Company and Halliburton Energy Services, Inc. and counsel for The Plaintiffs Steering Committee in MDL 2179 and the Deepwater Horizon Economic and Property Damages Settlement Class (incorporated by reference to Exhibit 10.1 to Halliburton's Form 10-Q for the quarter ended September 30, 2014, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501214000341/hal_09302014-ex101.htm) |
| † | 10.36 | [Halliburton Company Stock and Incentive Plan, as amended and restated effective February 8, 2017 (incorporated by reference to Appendix B of Halliburton's proxy statement filed April 7, 2017, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000130817917000120/lhal2017_def14a.htm#lhala032) |
| † | 10.43 | [Executive Agreement (Lawrence J. Pope) (incorporated by reference as Exhibit 10.47 of Halliburton's Form 10-K filed February 2, 2018, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000059/hal_12312017-ex1047.htm) |
| † | 10.44 | [Executive Agreement (Robb L. Voyles) (incorporated by reference as Exhibit 10.48 of Halliburton's Form 10-K filed February 2, 2018, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000059/hal_12312017-ex1048.htm) |
| † | 10.45 | [Executive Agreement (Lance Loeffler) (incorporated by reference as Exhibit 10.1 of Halliburton’s Form 8-K filed December 11, 2018, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501218000219/exloeffleremploymentagr.htm) |
| *† | 10.46 | [Form of Non-Management Director Restricted Stock Unit Agreement (Stock and Incentive Plan).](https://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1046.htm) |
| *† | 10.48 | [Executive Agreement (Mark J. Richard).](https://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1048.htm) |
| | | James R. Boyd |
An excerpt. Shown here: 40 of 46 rewritten, all 37 added and all 9 removed. The counts are complete. For every sentence, read Item 15. Exhibits. in the FY2019 filing and the FY2018 filing.
Item 16. Form 10-K Summary.
3 rewritten, 9 added, 3 removed, 66 unchanged
As required by Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on its behalf by the undersigned authorized individuals on this [removed: 13th] [added: 11th] day of February, [removed: 2019.][added: 2020.]
As required by the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated on this [removed: 13th] [added: 11th] day of February, [removed: 2019.][added: 2020.]
| /s/ Charles E. Geer, Jr. | [added: Senior] Vice President and |
HAL 2019 FORM 10-K | 75
| Charles E. Geer, Jr. | Chief Accounting Officer |
HAL 2019 FORM 10-K | 76
| * M. Katherine Banks | Director |
| M. Katherine Banks | |
| * Patricia Hemingway Hall | Director |
| Patricia Hemingway Hall | |
| | |
HAL 2019 FORM 10-K | 77
| Charles E. Geer, Jr. | Corporate Controller |
| * James R. Boyd | Director |
| James R. Boyd | |