Halliburton (HAL) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
All filing items1,244 rewritten933 added319 removed712 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, 933 added, 319 removed, 1,244 rewritten and 712 unchanged across 16 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 FY2020; struck-through words were in FY2019. 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.
159 rewritten, 140 added, 112 removed, 133 unchanged
[removed: ][added: ]
During [removed: 2019,] [added: 2020,] we generated total company revenue of [removed: $22.4] [added: $14.4] billion, a [removed: 7%] [added: 36%] decrease from the [removed: $24.0] [added: $22.4] billion of revenue generated in [removed: 2018,] [added: 2019,] with our Completion and Production (C&P) segment declining by [removed: 12%] [added: 44%] and our Drilling and Evaluation (D&E) segment [removed: improving] [added: declining] by [removed: 4%.][added: 21%.]
[removed: We reported a total company] [added: This compares to an] operating loss of [removed: approximately] $448 million in [removed: 2019] [added: 2019,] driven by $2.5 billion of impairments and other charges.
A significant decline in stimulation activity and pricing in North America land during [removed: 2019] [added: 2020] negatively impacted operating results, [removed: coupled with reduced drilling] [added: partially offset by increase in stimulation] activity [added: and completion tool sales] in the Middle [removed: East.][added: East/Asia.]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 19][added: 20]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 20][added: 21]
During [removed: 2019,] [added: 2020,] our capital expenditures were approximately [removed: $1.5 billion,] [added: $728 million,] a decrease of [removed: 24%] [added: 52%] from [removed: 2018, which] [added: 2019, and] were predominantly made in our Sperry Drilling, Production Enhancement, [added: Baroid,] Artificial Lift, [removed: Wireline] and [removed: Perforating,] [added: Wireline] and [removed: Production Solutions] [added: Perforating] product service lines.
As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $2.3] [added: $2.6] billion of cash and equivalents and $3.5 billion of available committed bank credit under our revolving credit facility which expires in 2024.
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 21][added: 22]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | | [added: | | | |] Item 7 \| Liquidity and Capital Resources | [added: | |]
As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $2.3] [added: $2.6] billion of cash and equivalents, compared to [removed: $2.0] [added: $2.3] billion of cash and equivalents at December 31, [removed: 2018.][added: 2019.]
Significant sources and uses of cash [removed: in 2019][added: in 2020]
[removed: | – | Cash flows from operating activities were $2.4 billion. Included within cash flows from operating activities was] [added: This included] a [removed: negative] [added: positive] impact from the primary components of our working capital (receivables, [removed: inventories] [added: inventories,] and accounts payable) of a net [removed: $161] [added: $800] million, primarily associated with [removed: reduced payables and a build-up of inventory related to our strategic technology deployments, coupled with] [added: lower customer receivables, partially offset by] approximately [removed: $144] [added: $350] million of severance payments. [removed: |]
[removed: | – |] [added: -] We paid [removed: $630] [added: $278] million of dividends to our shareholders. [removed: |]
[removed: | – |] [added: -] We repurchased approximately [removed: 4.5] [added: 7.4] million shares of our common stock [added: in early March, largely before the significant decline in oil prices,] under our share repurchase [removed: program] [added: program,] at a total cost of approximately $100 million. [removed: |]
We manufacture most of our own equipment, which provides [added: us with] some flexibility to increase or decrease our capital expenditures based on market conditions.
Approximately [removed: $5.2] [added: $5.1] billion remained authorized for repurchases as of December 31, [removed: 2019] [added: 2020] and may be used for open market and other share purchases.
The following table summarizes our significant contractual obligations and other long-term liabilities as of December 31, [removed: 2019:][added: 2020:]
| | [added: | |] Payments Due | | | | | | | | | | | | | | | | | | | | |
| *Millions of dollars* | [removed: 2020] | | [removed: |] 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |] Thereafter | | | Total | | |
| Finance leases | [removed: 61] | | [added: 63] | [removed: 62] | | [added: 63] | [added: | |] 62 | | | [removed: 61] [added: 49] | | | [removed: 48] [added: 38] | | | [removed: 82] [added: 55] | | | [removed: 376] [added: 330] | | |
| Other long-term liabilities (d) | [removed: 24] | | [added: 26] | [added: | |] — | | | — | | | — | | | — | | | — | | | [removed: 24] [added: 26] | | |
[removed: |] (a) [removed: |] Represents principal amounts of long-term debt, including current maturities of debt, which excludes any unamortized debt issuance costs and discounts. [removed: |]
[removed: |] (b) [removed: |] Interest on debt includes [removed: 77] [added: 76] years of interest on $300 million of debentures at 7.6% interest that become due in 2096. [removed: |]
[removed: |] (c) [removed: | Amount] [added: Amounts] in [removed: 2020] [added: 2021] primarily [removed: represents] [added: represent] certain purchase orders for goods and services utilized in the ordinary course of our business. [removed: |]
[removed: | (d) | Represents] [added: Amounts for] pension funding [removed: obligations associated with] [added: obligations, which include] international plans [removed: for 2020 only] and are based on assumptions that are subject to [removed: change] [added: change, are only included for 2021] as we are currently not able to reasonably estimate our contributions for years after [removed: 2020. |][added: 2021.]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 22][added: 23]
[added: We had $355 million of gross] unrecognized tax benefits, excluding penalties and interest, at December 31, [removed: 2019,] [added: 2020,] of which we estimate [removed: $235] [added: $211] million may require a cash payment by us.
We estimate that [removed: $205] [added: $193] million of the cash payment will not be settled within the next 12 months.
*Financial position in current market.* As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $2.3] [added: $2.6] billion of cash and equivalents and $3.5 billion of available committed bank credit under our revolving credit [removed: facility which expires in 2024.][added: facility.]
We believe our cash on hand, cash flows generated from [removed: operations] [added: operations,] and our available credit facility will provide sufficient liquidity to address the challenges and opportunities of the current market and our global cash [removed: needs in 2020,] [added: needs,] including capital expenditures, working capital investments, dividends, if any, [added: debt repayment,] and contingent liabilities.
*Guarantee agreements.* In the normal course of business, we have agreements with financial institutions under which approximately [removed: $2.1] [added: $1.9] billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, [removed: 2019.][added: 2020.]
Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash [removed: collateralization.][added: collateralization, however, none of these triggering events have occurred.]
*Credit ratings.* Our credit ratings with Standard & Poor’s (S&P) remain [removed: A-] [added: BBB+] for our long-term debt and A-2 for our short-term debt, with a negative outlook.
Our credit ratings with Moody’s Investors Service (Moody's) remain Baa1 for our long-term debt and P-2 for our short-term debt, with a [removed: stable] [added: negative] outlook.
If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 23][added: 24]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | [added: | |] Item 7 \| Business Environment and Results of Operations | | [added: | | | |]
We operate in more than [removed: 80] [added: 70] countries throughout the world to provide a comprehensive range of services and products to the energy industry.
In [added: 2020,] 2019, [removed: 2018] and [removed: 2017,] [added: 2018,] based on the location of services provided and products sold, [added: 38%,] 51%, [removed: 58%] and [removed: 53%,] [added: 58%,] respectively, of our consolidated revenue was from the United States.
We experienced challenging market dynamics in 2020 as we faced a global pandemic, record oil demand destruction, and an unprecedented downturn in the energy industry.
Despite these difficulties, we demonstrated resilience and a strong commitment to our execution culture.
We delivered historic results across our key safety and service quality metrics and demonstrated our ability to generate competitive cash flow in different business environments.
We reported a total company operating loss of approximately $2.4 billion in 2020 driven by $3.8 billion of impairments and other charges.
A significant decline in pressure pumping services in North America land during 2020 negatively impacted operating results.
Our North America revenue declined 52% in 2020 compared to 2019, resulting from lower activity and pricing in North America land, primarily associated with reduced stimulation and well construction activity.
While the U.S. land rig count recovered from its August 2020 low, it is still 60% below pre-pandemic levels.
Even without improved pricing, we took advantage of the recovery in completions and drilling activity in the fourth quarter of 2020 and delivered margin improvement, demonstrating the operating leverage from our cost reductions and service delivery improvements in North America.
Internationally, revenue declined 17% in 2020 compared to 2019 primarily driven by reduced activity for drilling and completions related services across all international regions.
Internationally, rig counts and customer spending declined more than 20%.
Despite this tough backdrop, we improved our overall international margin in 2020.
Oil prices have returned to pre-pandemic levels.
As oil demand recovers, we anticipate favorable market dynamics, with international short-cycle producers leading the activity recovery.
Our strategic priorities should continue to drive our success as markets around the world stabilize and begin to grow.
Internationally, we expect activity recovery to vary widely across the regions, with both a cyclical and seasonal bottoming of activity expected in the first quarter.
While the pace of recovery depends on demand improvement, the second half of 2021 could see an increase in international activity as compared to the second half of 2020.
We have a strong presence in mature fields completions and interventions work, a number of resilient integrated contracts around the world, leverage to unconventional developments in Latin America and the Middle East, and opportunities in key active offshore areas.
Our new drilling technologies are penetrating the market and gaining customer confidence, and we have growth opportunities as we expand our production related businesses internationally.
Also, we have adopted digital solutions which help our customers
reduce cost per barrel, improve economics, and increase efficiencies.
Our digital and other technology advances, geographic expansion of our products and services, along with continued discipline in cost management and cost efficiency, should achieve profitable returns-driven growth in international markets.
In North America, our focused approach to building a leaner and more profitable business allowed us to improve our operating margins and cash flows in 2020.
Activity has rebounded from its lows in 2020.
Completions activity in North America is expected to continue improving in the first half of 2021, as commodity prices remain supportive and customers complete their back log of drilled, but uncompleted wells.
For the full year of 2021, provided that the impact of the pandemic moderates, economic activity continues to increase, and commodity prices remain strong, we believe that our customers will sustain activity in order to hold their production flat to 2020 exit levels, with completions spend expected to outpace drilling.
In 2021, we will focus on executing our key strategic priorities to deliver industry-leading returns and strong free cash flow.
Our service delivery improvements, structural cost reductions, deployment of digital and other technologies, and lower capital intensity are expected to deliver on both customers' expectations and shareholder objectives.
We intend for our capital expenditures in 2021 to remain relatively flat at $750 million.
Our lower capital intensity, aided by technological innovation, should contribute to ongoing cash flow generation.
We believe this level of spend will equip us to take advantage of an anticipated recovery in the market as 2021 unfolds.
- Cash flows from operating activities were $1.9 billion.
*•*In March 2020, we executed two transactions resulting in a reduction of gross debt by $500 million.
We issued $1.0 billion aggregate principal amount of senior notes and used the net proceeds from issuance along with cash on hand to repurchase $1.5 billion aggregate principal amount of senior notes.
Inclusive of the tender premium and fees, these transactions resulted in a net payment of approximately $654 million.
- Capital expenditures were $728 million.
Capital spending for 2021 is currently expected to be approximately $750 million.
We believe this level of spend will allow us to invest in our key strategic areas.
We will continue to maintain capital discipline, monitor the rapidly changing market dynamics, and adjust our capital spend accordingly.
We have debt payments of $185 million and $500 million due in the first quarter of 2021 and the fourth quarter of 2021, respectively.
Based on our market outlook, we reduced our quarterly dividend rate in the second quarter of 2020 from $0.18 per common share to $0.045 per common share and remained at this amount for the rest of 2020, reducing cash outflows by approximately $360 million in 2020.
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.
This compares to operating income of $2.5 billion in 2018.
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.
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| [Table of Contents](#s7449542B07D757B4BA3EE3EC250E46F0) | | Item 7 \| Executive Overview |
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.
Internationally, we expect a third consecutive year of customer spending growth.
We believe we have the right footprint and an enhanced technology portfolio to compete successfully across the international markets.
Our pipeline of projects is strong and we expect continued growth in our Drilling and Evaluation division as our iCruise rotary steerable drilling platform roll-out continues, new offshore drilling activity begins around the world, and we operate a full year of our Norway integrated contracts.
Pricing in certain international regions is improving, and we expect this momentum to continue in 2020.
We are gaining pricing traction on new work and contract renewals, and we are making strategic choices about the work we pursue to deliver returns-driven growth in the international markets.
We intend to be prudent with capital allocation with a strategic reallocation of assets to opportunities with better returns, driving the right pricing discussions with customers.
We believe that with increased activity, disciplined capital allocation, pricing improvements, and our ability to compete for a larger share of high-margin services, we will achieve international margin expansion.
In 2020, we will continue to focus on delivering margin expansion and strong returns and cash flow while continuing to build the foundation for a longer-term recovery.
We intend to dynamically respond to the changing market, invest effectively and remain flexible in our cost structure.
We believe in responsible capital stewardship, prioritizing capital efficiency, and investing in the technologies that deliver differentiation and returns.
We will 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 with attention to the sustainability of our business, minimizing environmental impacts and acting as a responsible corporate citizen.
We intend to continue to strengthen our product service lines through a combination of organic growth, investment and selective acquisitions.
An excerpt. Shown here: 40 of 159 rewritten, 40 of 140 added and 40 of 112 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 FY2020 filing and the FY2019 filing.
Item 1. (a). Risk Factors.
118 rewritten, 82 added, 21 removed, 116 unchanged
Any of these risk factors could have a significant or material adverse effect on our business, results of operations, financial [removed: condition] [added: 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 [removed: operations] [added: operations,] or cash flows.
Trends in oil and natural gas prices affect the level of exploration, [removed: development] [added: development,] and production activity of our customers and the demand for our services and products, which could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
The level of exploration, [removed: development] [added: development,] and production activity is directly affected by trends in oil and natural gas prices, which historically have been volatile and are likely to continue to be volatile.
Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market [removed: uncertainty] [added: uncertainty,] and a variety of other economic factors that are beyond our control.
Any prolonged reductions of commodity prices or expectations of such reductions could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition, and could result in asset impairments and severance costs.
[removed: |] \- [removed: |] the level of supply and demand for oil and natural gas; [removed: |]
[removed: |] \- [removed: |] the ability or willingness of the Organization of Petroleum Exporting Countries [removed: (OPEC)] [added: and the expanded alliance collectively known as OPEC+] to set and maintain oil production levels; [removed: |]
[removed: |] \- [removed: |] the level of oil production in the U.S. and by other [removed: non-OPEC] [added: non-OPEC+] countries; [removed: |]
[removed: |] \- [removed: |] oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; [removed: |]
[removed: |] \- [removed: |] the cost of, and constraints associated with, producing and delivering oil and natural gas; [removed: |]
[removed: |] \- [removed: |] governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; [removed: |]
[removed: |] \- [removed: |] weather conditions, natural [removed: disasters] [added: disasters,] and health or similar issues, such as pandemics or epidemics; [removed: |]
[removed: |] \- [removed: |] worldwide political, [removed: military] [added: military,] and economic conditions; and [removed: |]
[removed: |] \- [removed: |] increased demand for alternative energy and electric vehicles, including government initiatives to promote the use of renewable energy sources and public sentiment around alternatives to oil and gas. [removed: |]
Our business is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
[removed: |] \- [removed: |] oil and natural gas prices, including volatility of oil and natural gas prices and expectations regarding future prices; [removed: |]
[removed: |] \- [removed: |] 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; [removed: |]
[removed: |] \- [removed: |] changes in customers' capital allocation, leading to less focus on [added: production] growth; [removed: |]
[removed: |] \- [removed: |] restrictions on our customers' ability to get their produced oil and natural gas to market due to infrastructure limitations; [removed: |]
[removed: |] \- [removed: |] the consolidation of our customers; [removed: |]
[removed: |] \- [removed: |] customer personnel changes; and [removed: |]
[removed: |] \- [removed: |] adverse developments in the business or operations of our customers, including write-downs of oil and natural gas reserves and borrowing base reductions under [removed: customer] [added: customers'] credit facilities. [removed: |]
HAL [removed: 2019] [added: 2020] FORM 10-K | 8
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | | [added: | | | |] Item 1(a) \| Risk Factors | [added: | |]
[removed: 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 [removed: operations] [added: operations,] and consolidated financial condition.
Our operations are subject to political and economic instability and risk of government actions that could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
Our operations are subject to various risks unique to each country that could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
[removed: |] \- [removed: |] political and economic instability, including: [removed: |]
- civil unrest, acts of terrorism, [removed: war] [added: war,] and other armed conflict;
[removed: |] \- [removed: |] governmental actions that may: [removed: |]
- limit or disrupt markets or our [added: customers and our] operations, restrict payments, or limit the movement of funds;
For example, due to the unsettled political conditions in many oil-producing countries, our operations, [removed: revenue] [added: revenue,] and profits are subject to the adverse consequences of war, terrorism, civil unrest, strikes, currency [removed: controls] [added: controls,] and governmental actions.
[removed: These] [added: These,] and other risks described [removed: above] [added: above,] could result in the loss of our personnel or assets, cause us to evacuate our personnel from certain countries, cause us to increase spending on security worldwide, cause us to cease operating in certain countries, disrupt financial and commercial markets, including the supply of and pricing for oil and natural gas, and generate [removed: greater political and economic instability in some of the geographic areas in which we operate.]
Areas where we operate that have significant risk include, but are not limited to: the Middle East, North Africa, Angola, [added: Argentina,] Azerbaijan, [added: Brazil,] Indonesia, Kazakhstan, Mexico, [added: Mozambique,] Nigeria, [removed: Russia] [added: Papa New Guinea,] and [removed: Venezuela.][added: Russia.]
In addition, any possible reprisals as a consequence of military or other action, such as acts of terrorism in the United States or elsewhere, could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
Our operations are subject to cyberattacks that could have a material adverse effect on our business, consolidated results of [removed: operations] [added: operations,] and consolidated financial condition.
We use these technologies for internal purposes, including data storage, [removed: processing] [added: processing,] and transmissions, as well as in our interactions with our business associates, such as customers and suppliers.
If our 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, [removed: proprietary] [added: 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 our business associates, [removed: employees] [added: employees,] and other third parties, and may result in claims against us.
Industry Environment Related
Any substantial and unexpected drop in commodity prices in the future, even if the drop is relatively short-lived, could similarly
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These customers may provide us with inaccurate information in relation to their reserves,
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7) | | | | | | Item 1(a) \| Risk Factors | | |
Laws and Regulations Related
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7) | | | | | | Item 1(a) \| Risk Factors | | |
The U.S. Government imposed sanctions against Venezuela that have effectively required us to discontinue our operations there.
Consequently, in connection with us winding down our operations in Venezuela, we wrote down all of our remaining investment in Venezuela in 2020.
As of December 29, 2020, we no longer have any employees in Venezuela, although we continue to maintain our local entity, facilities, and equipment in-country, as permitted under applicable law.
We are not currently conducting any other operational activities in Venezuela.
For example, the new United States presidential administration may seek to adopt federal regulations or urge federal laws that would impose additional regulatory requirements on or even prohibit hydraulic fracturing in some areas.
Additional legislation and/or regulations have been
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7) | | | | | | Item 1(a) \| Risk Factors | | |
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7) | | | | | | Item 1(a) \| Risk Factors | | |
compliance obligations that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
The new United States presidential administration has issued Executive Orders seeking to adopt new regulations and policies to address climate change and to suspend, revise, or rescind prior agency actions that are identified as conflicting with the administration's climate policies.
These include Executive Orders requiring a review of current federal lands leasing and permitting practices, as well as a temporary halt of new leasing of federal lands and offshore waters available for oil and gas exploration.
The new presidential administration also announced that in February 2021, the United States will formally re-join the Paris Agreement.
The Paris Agreement requires countries to review and “represent a progression” in their intended nationally determined contributions, which set greenhouse gases emission reduction goals, every five years.
Though we are closely following developments in this area and changes in the regulatory landscape in the United States, we cannot predict how or when those challenges may ultimately impact our business.
The efforts we have taken, and may undertake in the future, to respond to these evolving or new regulations and to environmental initiatives of customers, investors, and others may increase our costs.
These and other environmental requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
The Company could be subject to changes in its tax rates, the adoption of new tax legislation, tax audits, or exposure to additional tax liabilities that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
We are subject to taxes in the U.S. and numerous jurisdictions where we operate and our subsidiaries are organized.
Due to economic and political conditions, tax rates in the U.S. and other jurisdictions may be subject to significant change.
In addition, our tax returns are subject to examination by the U.S. and other tax authorities and governmental bodies.
We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes.
There can be no assurance as to the outcome of the examinations.
An increase in tax rates, particularly in the U.S., changes in our ability to realize our deferred tax assets, or adverse outcomes resulting from examinations of our tax returns could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
| | | | | | | | | | |
We also have a small number of integrated projects that have remuneration tied to hydrocarbon production.
Reduction in oil and gas prices can affect the overall returns for these projects, either lengthening the time until the expected returns are realized or by impairing the value of the asset.
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Any
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In 2017, the U.S. Government announced sanctions directed at certain Venezuelan individuals and imposed additional economic sanctions around certain categories of trade financing transactions in Venezuela.
In the first quarter of 2018, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury issued additional guidance on these sanctions which purports to prohibit the acceptance of payments on receivables issued on or after August 25, 2017 and outstanding longer than 90 days from customers subject to U.S. sanctions related to Venezuela in the absence of an OFAC license.
During the first quarter of 2018, we wrote down all of our remaining investment in Venezuela.
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 Venezuela, subject to previously issued OFAC sanctions.
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.
We are continuing our limited operations in Venezuela pursuant to this general license and continuing to evaluate our operations in advance of the April 22, 2020 termination of the general license.
typically impose strict liability.
Changes in or interpretation of tax law and currency/repatriation control could impact the determination of our income tax liabilities for a tax year.
We have operations in more than 80 countries.
Consequently, we are subject to the jurisdiction of a significant number of taxing authorities.
The income earned in these various jurisdictions is taxed on differing bases, including net income actually earned, net income deemed earned and revenue-based tax withholding.
Our tax filings are routinely examined in the normal course of business by tax authorities.
The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each jurisdiction, as well as the significant use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred.
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 year and have an adverse effect on our financial statements.
An excerpt. Shown here: 40 of 118 rewritten, 40 of 82 added and all 21 removed. The counts are complete. For every sentence, read Item 1. (a). Risk Factors. in the FY2020 filing and the FY2019 filing.
Cover and table of contents
141 rewritten, 135 added, 36 removed, 94 unchanged
[removed: FORM 10-K][added: FORM 10-K]
| ☒ | [added: | |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to ______ | [added: | |]
| Delaware | [added: | |] 75-2677995 | [added: | |]
| (State or other jurisdiction of | [added: | |] (I.R.S. Employer | [added: | |]
| incorporation or organization) | [added: | |] Identification No.) | [added: | |]
[removed: Houston, Texas 77032][added: Houston, Texas 77032]
Telephone Number – Area Code [removed: (281) 871-2699][added: (281) 871-2699]
| Securities registered pursuant to Section 12(b) of the Act: | | | [added: | | | | | |]
| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of each exchange on which registered | [added: | |]
| Common Stock, par value $2.50 per share | [added: | |] HAL | [added: | |] New York Stock Exchange | [added: | |]
| Securities registered pursuant to Section 12(g) of the Act: None | | | [added: | | | | | |]
| Yes | [added: | |] ☒ | [added: | |] No | [added: | |] ☐ | [added: | |]
| Yes | [added: | |] ☐ | [added: | |] No | [added: | |] ☒ | [added: | |]
| | [added: | |] Large Accelerated Filer | [added: | |] ☒ | [added: | |] Accelerated Filer | [added: | |] ☐ | [added: | |]
| | [added: | |] Non-accelerated Filer | [added: | |] ☐ | [added: | |] Emerging Growth Company | [added: | |] ☐ | [added: | |]
| | [added: | |] Smaller Reporting Company | [added: | |] ☐ | | | [added: | | | | | |]
The aggregate market value of Halliburton Company Common Stock held by non-affiliates on June 30, [removed: 2019,] [added: 2020,] determined using the per share closing price on the New York Stock Exchange Composite tape of [removed: $22.74] [added: $12.98] on that date, was approximately [removed: $19.8] [added: $10.1] billion.
As of [removed: February 7, 2020,] [added: January 29, 2021,] there were [removed: 879,911,447] [added: 888,632,775] shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.
Portions of the Halliburton Company Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders (File No. 001-03492) are incorporated by reference into Part III of this report.
For the Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]
| PART I | | [added: | | | |] PAGE | [added: | |]
| [Item [removed: 1.](#s223EA1CD2BB65E1DBC75F372D53B07CC)] [added: 1.](#i3e25192d1cb94ef78c1ab9682d7c9409_13)] | [removed: [Business](#s223EA1CD2BB65E1DBC75F372D53B07CC)] | [removed: [1](#s223EA1CD2BB65E1DBC75F372D53B07CC)] | [added: [Business](#i3e25192d1cb94ef78c1ab9682d7c9409_13) | | | [1](#i3e25192d1cb94ef78c1ab9682d7c9409_13) | | |]
| [Item [removed: 1(a).](#sED2450FC8ADF52A5A013D09D3192ABCA)] [added: 1(a).](#i3e25192d1cb94ef78c1ab9682d7c9409_16)] | [added: | |] [Risk [removed: Factors](#sED2450FC8ADF52A5A013D09D3192ABCA)] [added: Factors](#i3e25192d1cb94ef78c1ab9682d7c9409_16)] | [removed: [8](#sED2450FC8ADF52A5A013D09D3192ABCA)] | [added: | [8](#i3e25192d1cb94ef78c1ab9682d7c9409_16) | | |]
| [Item [removed: 1(b).](#s1262E26930FA5C9D8BF9F50F7E793C66)] [added: 1(b).](#i3e25192d1cb94ef78c1ab9682d7c9409_19)] | [added: | |] [Unresolved Staff [removed: Comments](#s1262E26930FA5C9D8BF9F50F7E793C66)] [added: Comments](#i3e25192d1cb94ef78c1ab9682d7c9409_19)] | [removed: [16](#s1262E26930FA5C9D8BF9F50F7E793C66)] | [added: | [17](#i3e25192d1cb94ef78c1ab9682d7c9409_19) | | |]
| [Item [removed: 2.](#s0445B738BC85569AB3F771265EF9A4BA)] [added: 2.](#i3e25192d1cb94ef78c1ab9682d7c9409_22)] | [removed: [Properties](#s0445B738BC85569AB3F771265EF9A4BA)] | [removed: [16](#s0445B738BC85569AB3F771265EF9A4BA)] | [added: [Properties](#i3e25192d1cb94ef78c1ab9682d7c9409_22) | | | [17](#i3e25192d1cb94ef78c1ab9682d7c9409_22) | | |]
| [Item [removed: 3.](#s4407CC584B2A5F039A0670086CB527F9)] [added: 3.](#i3e25192d1cb94ef78c1ab9682d7c9409_25)] | [added: | |] [Legal [removed: Proceedings](#s4407CC584B2A5F039A0670086CB527F9)] [added: Proceedings](#i3e25192d1cb94ef78c1ab9682d7c9409_25)] | [removed: [16](#s4407CC584B2A5F039A0670086CB527F9)] | [added: | [17](#i3e25192d1cb94ef78c1ab9682d7c9409_25) | | |]
| [Item [removed: 4.](#sCE293CDA0DD158C68798C35F327DD1AE)] [added: 4.](#i3e25192d1cb94ef78c1ab9682d7c9409_28)] | [added: | |] [Mine Safety [removed: Disclosures](#sCE293CDA0DD158C68798C35F327DD1AE)] [added: Disclosures](#i3e25192d1cb94ef78c1ab9682d7c9409_28)] | [removed: [16](#sCE293CDA0DD158C68798C35F327DD1AE)] | [added: | [17](#i3e25192d1cb94ef78c1ab9682d7c9409_28) | | |]
| PART II | | | [added: | | | | | |]
| [Item [removed: 5.](#s3540D437819D5B5C9B3C03BA856E0FE7)] [added: 5.](#i3e25192d1cb94ef78c1ab9682d7c9409_34)] | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s3540D437819D5B5C9B3C03BA856E0FE7)] [added: Securities](#i3e25192d1cb94ef78c1ab9682d7c9409_34)] | [removed: [17](#s3540D437819D5B5C9B3C03BA856E0FE7)] | [added: | [18](#i3e25192d1cb94ef78c1ab9682d7c9409_34) | | |]
| [Item [removed: 6.](#s1854D45D3A205BAF9CD4F6754EFAF79D)] [added: 6.](#i3e25192d1cb94ef78c1ab9682d7c9409_37)] | [added: | |] [Selected Financial [removed: Data](#s1854D45D3A205BAF9CD4F6754EFAF79D)] [added: Data](#i3e25192d1cb94ef78c1ab9682d7c9409_37)] | [removed: [18](#s1854D45D3A205BAF9CD4F6754EFAF79D)] | [added: | [19](#i3e25192d1cb94ef78c1ab9682d7c9409_37) | | |]
| [Item [removed: 7.](#sC4AB739CDB0F5260ABBB38B6EFE4A71C)] [added: 7.](#i3e25192d1cb94ef78c1ab9682d7c9409_40)] | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC4AB739CDB0F5260ABBB38B6EFE4A71C)] [added: Operations](#i3e25192d1cb94ef78c1ab9682d7c9409_40)] | [removed: [19](#sC4AB739CDB0F5260ABBB38B6EFE4A71C)] | [added: | [20](#i3e25192d1cb94ef78c1ab9682d7c9409_40) | | |]
| | [added: | |] [Executive [removed: Overview](#sA34BA8F3576A592692485BFF357ADAAE)] [added: Overview](#i3e25192d1cb94ef78c1ab9682d7c9409_43)] | [removed: [19](#sA34BA8F3576A592692485BFF357ADAAE)] | [added: | [20](#i3e25192d1cb94ef78c1ab9682d7c9409_43) | | |]
| | [added: | |] [Liquidity and Capital [removed: Resources](#s785078C13D045104A93CE35DC12E524B)] [added: Resources](#i3e25192d1cb94ef78c1ab9682d7c9409_46)] | [removed: [22](#s785078C13D045104A93CE35DC12E524B)] | [added: | [21](#i3e25192d1cb94ef78c1ab9682d7c9409_46) | | |]
| | [added: | |] [Business Environment and Results of [removed: Operations](#s8E7190CDDF015CBFB735F628AF05CD17)] [added: Operations](#i3e25192d1cb94ef78c1ab9682d7c9409_49)] | [removed: [24](#s8E7190CDDF015CBFB735F628AF05CD17)] | [added: | [23](#i3e25192d1cb94ef78c1ab9682d7c9409_49) | | |]
| | [added: | |] [Critical Accounting [removed: Estimates](#sE64E3FAD596659DC9656BC470AD7CC84)] [added: Estimates](#i3e25192d1cb94ef78c1ab9682d7c9409_58)] | [removed: [29](#sE64E3FAD596659DC9656BC470AD7CC84)] | [added: | [29](#i3e25192d1cb94ef78c1ab9682d7c9409_58) | | |]
| | [added: | |] [Off Balance Sheet [removed: Arrangements](#s24010971BE78561D8CBE2219E0F39865)] [added: Arrangements](#i3e25192d1cb94ef78c1ab9682d7c9409_61)] | [removed: [31](#s24010971BE78561D8CBE2219E0F39865)] | [added: | [31](#i3e25192d1cb94ef78c1ab9682d7c9409_61) | | |]
| | [added: | |] [Financial Instrument Market [removed: Risk](#s1767BBB0175B55C1BF80646520C1B8FF)] [added: Risk](#i3e25192d1cb94ef78c1ab9682d7c9409_64)] | [removed: [32](#s1767BBB0175B55C1BF80646520C1B8FF)] | [added: | [31](#i3e25192d1cb94ef78c1ab9682d7c9409_64) | | |]
| | [added: | |] [Environmental [removed: Matters](#sA4E6975F35D655B4826AB101694ABF22)] [added: Matters](#i3e25192d1cb94ef78c1ab9682d7c9409_67)] | [removed: [32](#sA4E6975F35D655B4826AB101694ABF22)] | [added: | [32](#i3e25192d1cb94ef78c1ab9682d7c9409_67) | | |]
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| | | | [Results of Operations in 20](#i3e25192d1cb94ef78c1ab9682d7c9409_52)[20](#i3e25192d1cb94ef78c1ab9682d7c9409_52) [Compared to 201](#i3e25192d1cb94ef78c1ab9682d7c9409_52)[9](#i3e25192d1cb94ef78c1ab9682d7c9409_52) | | | [26](#i3e25192d1cb94ef78c1ab9682d7c9409_52) | | |
| | | | [Results of Operations in 201](#i3e25192d1cb94ef78c1ab9682d7c9409_55)[9](#i3e25192d1cb94ef78c1ab9682d7c9409_55) [Compared to 201](#i3e25192d1cb94ef78c1ab9682d7c9409_55)[8](#i3e25192d1cb94ef78c1ab9682d7c9409_55) | | | [28](#i3e25192d1cb94ef78c1ab9682d7c9409_55) | | |
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| | [Results of Operations in 2019 Compared to 2018](#s05195B86D0F356378F13E3D8D3279D34) | [26](#s05195B86D0F356378F13E3D8D3279D34) |
| | [Results of Operations in 2018 Compared to 2017](#sD6147482BCCC5E778039160226DF1F70) | [28](#sD6147482BCCC5E778039160226DF1F70) |
| [Item 15.](#sA966AB1641A6507597D1BA9F4E7BB40C) | [Exhibits](#sA966AB1641A6507597D1BA9F4E7BB40C) | [69](#sD57ED71D89925261941F10C0FD36A774) |
| SIGNATURES | | [76](#s2B9CEEBD17AE5AE4856298C977A72F28) |
2019 Highlights
\- *Cost structure*: Reorganized and reduced our cost structure in North America.
We systematically rationalized and reduced our equipment supply to adjust to changing activity levels.
We initiated a global cost savings and service delivery improvement program and executed personnel reductions and real estate rationalization to improve financial performance.
\- *Customer alignment*: Continued to align with a portfolio of customers with a mix of pricing and volume designed to generate returns for Halliburton.
\- *Technology*: Deployed technology that helped our customers maximize asset value, lower our cost and/or accrue value to Halliburton.
We leveraged our experience in U.S. shales to provide a customized application of technology, logistics management and operational excellence to maximize asset value for our international customers.
2020 Focus
\- *International*: Improve international revenue and operating margin growth opportunities from mature fields and shallow water markets with a higher utilization for our existing equipment in certain markets.
Grow at or above international drilling and completions spending.
\- *North America*: Continue to strategically grow our non-hydraulic fracturing businesses in North America.
Continue implementing our cost savings and service delivery program to achieve higher utilization of existing fleets with a focus on delivering margin expansion and strong returns and cash flow.
\- *Capital discipline*: Maintain capital discipline across all geographies to deliver strong returns and cash flow.
We have manufacturing operations in various locations, the most significant of which are located in the United States, Malaysia, Singapore and the United Kingdom.
| \- | create a balanced portfolio of services and products supported by global infrastructure and anchored by technological innovation to further differentiate our company; |
| \- | reach a distinguished level of operational excellence that reduces costs and creates real value; |
| \- | preserve a dynamic workforce by being a preferred employer to attract, develop and retain the best global talent; and |
| \- | maintain the highest ethical and business standards and health, safety and environmental performance. |
Employees
Environmental regulation
Except to the extent expressly stated otherwise, information contained on or accessible from our
| | | Senior Vice President, Europe/Sub-Saharan Africa Region of Halliburton Company, February 2014 to October 2015 |
| | Executive Vice President, Secretary and General Counsel of Halliburton Company, May 2015 to December 2019 | |
| | | Interim Chief Financial Officer of Halliburton Company, March 2017 to June 2017 |
An excerpt. Shown here: 40 of 141 rewritten, 40 of 135 added and all 36 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. Properties.
5 rewritten, 1 added, 3 removed, 3 unchanged
Our principal properties include manufacturing facilities, research and development laboratories, technology [removed: centers] [added: centers,] and corporate offices.
We also have numerous small facilities that include sales, project and support [removed: offices] [added: offices,] and bulk storage facilities throughout the world.
[removed: | – | *Completion] [added: –*Completion] and Production:* Arbroath, United Kingdom; [added: Duncan, Oklahoma;] Johor Bahru, Malaysia; [removed: and] Lafayette, [removed: Louisiana |][added: Louisiana; and Rio de Janeiro, Brazil]
[removed: | – | *Drilling] [added: –*Drilling] and Evaluation:* Alvarado, Texas and The Woodlands, Texas [removed: |]
[removed: | – | *Shared/corporate] [added: –*Shared/corporate] facilities:* Bangalore, India; Carrollton, Texas; [removed: Denver, Colorado;] Dhahran, Saudi Arabia; Dubai, United Arab Emirates; [removed: Duncan, Oklahoma;] Houston, Texas (corporate executive offices); Kuala Lumpur, Malaysia; London, England; Moscow, Russia; Panama City, Panama; Pune, India; [removed: Rio de Janeiro, Brazil;] Singapore; and Tananger, Norway [removed: |]
Our owned properties have no material encumbrances.
All of our owned properties are unencumbered.
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Item 4. Mine Safety Disclosures.
2 rewritten, 2 added, 2 removed, 3 unchanged
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 16][added: 17]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | [added: | |] Item 5 \| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | [added: | | | |]
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
13 rewritten, 16 added, 16 removed, 4 unchanged
The declaration and payment of future dividends will be at the discretion of the Board of Directors and will depend on, among other things, future earnings, general financial condition and liquidity, success in business activities, capital [removed: requirements] [added: requirements,] and general business conditions.
The following graph and table compare total shareholder return on our common stock for the five-year period ended December 31, [removed: 2019,] [added: 2020,] 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: 2014] [added: 2015] and the reinvestment of all dividends.
[removed: ][added: ]
| | [added: | |] December 31 | | | | | | | | | | | | | | | | | |
| | [removed: 2014] | | [removed: |] 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | [added: 2020 | | |]
| Halliburton | [removed: $] | [removed: 100.00] | [removed: |] $ | [removed: 88.13] [added: 100.00] | | $ | 142.39 | | $ | 130.67 | | $ | 72.43 | | $ | 68.30 | | [added: $ | 54.03 | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 17][added: 18]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | [added: | |] Item 5 \| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | [added: | | | |]
The following table is a summary of repurchases of our common stock during the three-month period ended December 31, [removed: 2019.][added: 2020.]
| Period | [added: | |] Total Number of Shares Purchased (a) | [added: | |] Average Price Paid per Share | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | [added: | |] Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (b) | [added: | |]
[removed: |] (a) [removed: |] All of the [removed: 182,228] [added: 170,971] shares purchased during the three-month period ended December 31, [removed: 2019] [added: 2020] were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants. [removed: These shares were not part of a publicly announced program to purchase common stock. |]
[removed: | (b) | Our Board of Directors has authorized a plan to repurchase a specified dollar amount of our common stock from time to time. Approximately $5.2 billion remained authorized for repurchases as of December 31, 2019.] From the inception of this program in February 2006 through December 31, [removed: 2019,] [added: 2020,] we repurchased approximately [removed: 217] [added: 224] million shares of our common stock for a total cost of approximately [removed: $8.9] [added: $9.0] billion. [removed: |]
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| Philadelphia Oil Service Index (OSX) | | | 100.00 | | | 118.98 | | | 98.51 | | | 53.97 | | | 53.67 | | | 31.09 | | |
| Standard & Poor’s 500 ® Index | | | 100.00 | | | 111.96 | | | 136.40 | | | 130.42 | | | 171.49 | | | 203.04 | | |
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At January 29, 2021, we had 11,050 shareholders of record.
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| October 1 - 31 | | | 15,301 | | | $11.26 | | | — | | | $5,100,008,081 | | |
| November 1 - 30 | | | 20,895 | | | $11.96 | | | — | | | $5,100,008,081 | | |
| December 1 - 31 | | | 134,775 | | | $19.01 | | | — | | | $5,100,008,081 | | |
| Total | | | 170,971 | | | $17.46 | | | — | | | | | |
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.
Approximately $5.1 billion remained authorized for repurchases as of December 31, 2020.
Subject to Board of Directors approval, our intention is to continue paying dividends at our current rate during 2020.
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| 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 | | |
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At February 7, 2020, we had 11,316 shareholders of record.
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| --- | --- | --- | --- | --- |
| 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 | — | |
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| --- | --- |
Item 6. Selected Financial Data.
17 rewritten, 5 added, 4 removed, 3 unchanged
| HALLIBURTON COMPANY Selected Financial Data [removed: *(Unaudited)*] [added: (Unaudited)] | | | | | | | | | | | | | | | | [added: | |]
| | [added: | |] Year ended December 31 | | | | | | | | | | | | | | |
| *Millions of dollars except per share data* | [added: | | 2020 | | |] 2019 | | | 2018 | | | 2017 | | | 2016 | | | [removed: 2015 | | |]
| Revenue | [added: | |] $ | [removed: 22,408] [added: 14,445] | | $ | [removed: 23,995] [added: 22,408] | | $ | [removed: 20,620] [added: 23,995] | | $ | [removed: 15,887] [added: 20,620] | | $ | [removed: 23,633] [added: 15,887] | |
| Operating income (loss) | [removed: (448] | | [removed: )] [added: (2,436)] | [removed: 2,467] | | [added: (448)] | [removed: 1,374] | | [added: 2,467] | [removed: (6,770] | | [removed: )] [added: 1,374] | [removed: (165] | | [removed: )] [added: (6,770)] | [added: | |]
| [added: Net] Income (loss) [removed: from continuing operations] | [removed: (1,129] | | [removed: )] [added: (2,942)] | [removed: 1,657] | | [added: (1,129)] | [removed: (449] | | [removed: )] [added: 1,657] | [removed: (5,767] | | [removed: )] [added: (449)] | [removed: (662] | | [removed: )] [added: (5,767)] | [added: | |]
| Basic and diluted income (loss) per share [removed: from continuing operations] [added: attributable to company shareholders] | [removed: (1.29] | | [removed: )] [added: (3.34)] | [removed: 1.89] | | [added: (1.29)] | [removed: (0.51] | | [removed: )] [added: 1.89] | [removed: (6.69] | | [removed: )] [added: (0.51)] | [removed: (0.78] | | [removed: )] [added: (6.69)] | [added: | |]
| Cash dividends per share | [removed: 0.72] | | [added: 0.315] | [added: | |] 0.72 | | | 0.72 | | | 0.72 | | | 0.72 | | |
| Net working capital | [added: | | 5,054 | | |] 6,334 | | | 6,349 | | | 5,915 | | | 7,654 | | | [removed: 14,733 | | |]
| Total assets | [added: | | 20,680 | | |] 25,377 | | | 25,982 | | | 25,085 | | | 27,000 | | | [removed: 36,942 | | |]
| Long-term debt | [added: | | 9,132 | | |] 10,316 | | | 10,312 | | | 10,430 | | | 12,214 | | | [removed: 14,687 | | |]
| Total debt | [added: | | 9,827 | | |] 10,327 | | | 10,344 | | | 10,942 | | | 12,384 | | | [removed: 15,429 | | |]
| Total shareholders’ equity | [added: | | 4,983 | | |] 8,025 | | | 9,544 | | | 8,349 | | | 9,448 | | | [removed: 15,495 | | |]
| Cash flows from operating activities | [removed: 2,445] | | [added: 1,881] | [removed: 3,157] | | [added: 2,445] | [removed: 2,468] | | [added: 3,157] | [removed: (1,703] | | [removed: )] [added: 2,468] | [removed: 2,906] | | [added: (1,703)] | [added: | |]
| Capital expenditures | [added: | | 728 | | |] 1,530 | | | 2,026 | | | 1,373 | | | 798 | | | [removed: 2,184 | | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 18][added: 19]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | | [added: | | | |] Item 7 \| Executive Overview | [added: | |]
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Item 8. Financial Statements and Supplementary Data.
625 rewritten, 368 added, 107 removed, 346 unchanged
| | [added: | |] PAGE | [added: | |]
| Financial Statements | | [added: | | | |]
| [Management’s Report on Internal Control Over Financial [removed: Reporting](#s53071AA629445FFF96A1033A7F7FEBEE)] [added: Reporting](#i3e25192d1cb94ef78c1ab9682d7c9409_79)] | [removed: [35](#s53071AA629445FFF96A1033A7F7FEBEE)] | [added: | [35](#i3e25192d1cb94ef78c1ab9682d7c9409_79) | | |]
| [Reports of Independent Registered Public Accounting [removed: Firm](#s980DD52F2C4E59E7BD65F85FA6031B16)] [added: Firm](#i3e25192d1cb94ef78c1ab9682d7c9409_82)] | [removed: [36](#s980DD52F2C4E59E7BD65F85FA6031B16)] | [added: | [36](#i3e25192d1cb94ef78c1ab9682d7c9409_82) | | |]
| [Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sD086B2BD417A590DA7D4FDB12D3C5278)] [added: 2018](#i3e25192d1cb94ef78c1ab9682d7c9409_85)] | [removed: [39](#sD086B2BD417A590DA7D4FDB12D3C5278)] | [added: | [39](#i3e25192d1cb94ef78c1ab9682d7c9409_85) | | |]
| [Consolidated [removed: Statements of] [added: Statements](#i3e25192d1cb94ef78c1ab9682d7c9409_91) [of] Comprehensive Income (Loss) for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sA01D8228469852E094C201197FD19ADF)] [added: 2018](#i3e25192d1cb94ef78c1ab9682d7c9409_91)] | [removed: [40](#sA01D8228469852E094C201197FD19ADF)] | [added: | [40](#i3e25192d1cb94ef78c1ab9682d7c9409_91) | | |]
| [Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s18B3789DE7CE51D2AB59133A26E6572F)] [added: 2019](#i3e25192d1cb94ef78c1ab9682d7c9409_94)] | [removed: [41](#s18B3789DE7CE51D2AB59133A26E6572F)] | [added: | [41](#i3e25192d1cb94ef78c1ab9682d7c9409_94) | | |]
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sE3A9210311A05D8DBF52AFCAEBBCB572)] [added: 2018](#i3e25192d1cb94ef78c1ab9682d7c9409_100)] | [removed: [42](#sE3A9210311A05D8DBF52AFCAEBBCB572)] | [added: | [42](#i3e25192d1cb94ef78c1ab9682d7c9409_100) | | |]
| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s3550301AD8F95CDBB9D696594E535C70)] [added: 2018](#i3e25192d1cb94ef78c1ab9682d7c9409_103)] | [removed: [43](#s3550301AD8F95CDBB9D696594E535C70)] | [added: | [43](#i3e25192d1cb94ef78c1ab9682d7c9409_103) | | |]
| Notes to Consolidated Financial Statements | | [added: | | | |]
| [Note 1. Description of Company and Significant Accounting [removed: Policies](#sC8EB6CDD03C25BD78247D5C87C6E529A)] [added: Policies](#i3e25192d1cb94ef78c1ab9682d7c9409_112)] | [removed: [44](#sC8EB6CDD03C25BD78247D5C87C6E529A)] | [added: | [44](#i3e25192d1cb94ef78c1ab9682d7c9409_112) | | |]
| [Note 2. Impairments and Other [removed: Charges](#s64E7C7AE982856269C31A2CF59BEB68A)] [added: Charges](#i3e25192d1cb94ef78c1ab9682d7c9409_118)] | [removed: [47](#s64E7C7AE982856269C31A2CF59BEB68A)] | [added: | [47](#i3e25192d1cb94ef78c1ab9682d7c9409_118) | | |]
| [Note 3. Business Segment and Geographic [removed: Information](#s229FCE60D1485253B71119514CCE55EB)] [added: Information](#i3e25192d1cb94ef78c1ab9682d7c9409_121)] | [removed: [48](#s229FCE60D1485253B71119514CCE55EB)] | [added: | [48](#i3e25192d1cb94ef78c1ab9682d7c9409_121) | | |]
| [Note 4. [removed: Revenue](#s809C1F9FD94E55C5BDDADF778B6DC9A8)] [added: Revenue](#i3e25192d1cb94ef78c1ab9682d7c9409_127)] | [removed: [49](#s809C1F9FD94E55C5BDDADF778B6DC9A8)] | [added: | [50](#i3e25192d1cb94ef78c1ab9682d7c9409_127) | | |]
| [Note 5. [removed: Receivables](#s4F9F08C20AD05B70885DB89766D50F8A)] [added: Receivables](#i3e25192d1cb94ef78c1ab9682d7c9409_133)] | [removed: [50](#s4F9F08C20AD05B70885DB89766D50F8A)] | [added: | [51](#i3e25192d1cb94ef78c1ab9682d7c9409_133) | | |]
| [Note 6. [removed: Leases](#sDBD79546ACB85835AE6A1D9893CD416E)] [added: Leases](#i3e25192d1cb94ef78c1ab9682d7c9409_139)] | [removed: [51](#sDBD79546ACB85835AE6A1D9893CD416E)] | [added: | [52](#i3e25192d1cb94ef78c1ab9682d7c9409_139) | | |]
| [Note 7. [removed: Inventories](#sEAFB39B213A0590EB263FF048B05C050)] [added: Inventories](#i3e25192d1cb94ef78c1ab9682d7c9409_142)] | [removed: [53](#sEAFB39B213A0590EB263FF048B05C050)] | [added: | [54](#i3e25192d1cb94ef78c1ab9682d7c9409_142) | | |]
[removed: | [Note 8.] Property, [removed: Plant] [added: Plant,] and [removed: Equipment](#s0CB392685FB852DC8118D3391FB2FF52) | [53](#s0CB392685FB852DC8118D3391FB2FF52) |][added: Equipment]
| [Note 9. [removed: Debt](#s2EA1E1C570145CB28B28FFB66728D30D)] [added: Debt](#i3e25192d1cb94ef78c1ab9682d7c9409_151)] | [removed: [54](#s2EA1E1C570145CB28B28FFB66728D30D)] | [added: | [55](#i3e25192d1cb94ef78c1ab9682d7c9409_151) | | |]
| [Note 10. Commitments and [removed: Contingencies](#s11C1DE46C8E6513E8FF427CF311D595A)] [added: Contingencies](#i3e25192d1cb94ef78c1ab9682d7c9409_157)] | [removed: [54](#s11C1DE46C8E6513E8FF427CF311D595A)] | [added: | [56](#i3e25192d1cb94ef78c1ab9682d7c9409_157) | | |]
| [Note 11. Income [removed: Taxes](#s06C129C16A035747AE90031EDE59B9E1)] [added: Taxes](#i3e25192d1cb94ef78c1ab9682d7c9409_160)] | [removed: [55](#s06C129C16A035747AE90031EDE59B9E1)] | [added: | [56](#i3e25192d1cb94ef78c1ab9682d7c9409_160) | | |]
| [Note 12. Shareholders’ [removed: Equity](#s198B80829FD75DC7B102D4848CD9C0FE)] [added: Equity](#i3e25192d1cb94ef78c1ab9682d7c9409_163)] | [removed: [57](#s198B80829FD75DC7B102D4848CD9C0FE)] | [added: | [59](#i3e25192d1cb94ef78c1ab9682d7c9409_163) | | |]
| [Note 13. Stock-based [removed: Compensation](#sB6D8E43EF665540E95CEC6B34838ACEC)] [added: Compensation](#i3e25192d1cb94ef78c1ab9682d7c9409_166)] | [removed: [58](#sB6D8E43EF665540E95CEC6B34838ACEC)] | [added: | [59](#i3e25192d1cb94ef78c1ab9682d7c9409_166) | | |]
| [Note 14. Income per [removed: Share](#s6A4A845EE1F55CA0B0AF423A09654690)] [added: Share](#i3e25192d1cb94ef78c1ab9682d7c9409_172)] | [removed: [61](#s6A4A845EE1F55CA0B0AF423A09654690)] | [added: | [62](#i3e25192d1cb94ef78c1ab9682d7c9409_172) | | |]
| [Note 15. Financial Instruments and Risk [removed: Management](#s1629FDB0231A54DC91342C731A2C9471)] [added: Management](#i3e25192d1cb94ef78c1ab9682d7c9409_175)] | [removed: [61](#s1629FDB0231A54DC91342C731A2C9471)] | [added: | [62](#i3e25192d1cb94ef78c1ab9682d7c9409_175) | | |]
| [Note 16. Retirement [removed: Plans](#sEF2167288E21548D8AAF7E980046E416)] [added: Plans](#i3e25192d1cb94ef78c1ab9682d7c9409_181)] | [removed: [63](#sEF2167288E21548D8AAF7E980046E416)] | [added: | [64](#i3e25192d1cb94ef78c1ab9682d7c9409_181) | | |]
| [removed: [Quarterly] [added: [Quarterly] Financial Data [removed: (Unaudited)](#s1726135DC8975C1A8817B4D7C11A2E1B)] [added: (Unaudited)](#i3e25192d1cb94ef78c1ab9682d7c9409_190)] | [removed: [66](#s1726135DC8975C1A8817B4D7C11A2E1B)] | [added: | [67](#i3e25192d1cb94ef78c1ab9682d7c9409_190) | | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | 34
| [Table of [removed: Contents](#s0CBF6F7960075DE8BFE1B0A2937B8274)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_76)] | | | [added: | | | | | |]
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, [removed: 2019] [added: 2020] 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, [removed: 2019,] [added: 2020,] our internal control over financial reporting is effective.
The effectiveness of Halliburton’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.
| /s/ Jeffrey A. Miller | | [added: | | | |] /s/ Lance Loeffler | [added: | |]
| Jeffrey A. Miller | | [added: | | | |] Lance Loeffler | [added: | |]
| Chairman of the Board, President and | | [added: | | | |] Executive Vice President and | [added: | |]
| Chief Executive Officer | | [added: | | | |] Chief Financial Officer | [added: | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | 35
To the Shareholders and [removed: the] Board of Directors
We have audited the accompanying consolidated balance sheets of Halliburton Company and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_76) | | | | | | | | |
As discussed in Notes 1 and 11 to the consolidated financial statements, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements.
A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized, which is dependent upon the generation of the future taxable income.
The evaluation of the realizability of domestic deferred tax assets, specifically related to domestic net operating loss
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_76) | | | | | | | | |
We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.
When events or changes in circumstances indicate that long-lived assets may be impaired, an evaluation is performed.
If the asset group's undiscounted cash flows are less than their carrying amount, then they determine the asset group's fair value.
The fair value of an asset group is determined by using a discounted cash flow analysis, and an impairment is recognized in the event the fair value is less than the carrying value.
February 5, 2021
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_76) | | | | | | | | |
To the Shareholders and Board of Directors
February 5, 2021
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_76) | | | | | | | | |
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| Loss on early extinguishment of debt | | | (168) | | | — | | | — | | |
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| [Note 17. New Accounting Pronouncements](#sDF7FAF7EF8FF55109138D1C3BACBEE26) | [65](#sDF7FAF7EF8FF55109138D1C3BACBEE26) |
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February 11, 2020
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| Loss from discontinued operations, net | — | | | — | | | (19 | | ) |
| Income (loss) from continuing operations | $ | (1,131 | ) | $ | 1,656 | | $ | (444 | ) |
| Income (loss) from continuing operations | $ | (1.29 | ) | $ | 1.89 | | $ | (0.51 | ) |
| Loss from discontinued operations, net | — | | | — | | | (0.02 | | ) |
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| Other operating activities | 144 | | | 280 | | | 625 | | |
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| | Company Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2016 | $ | 2,674 | | $ | 201 | | $ | (7,153 | ) | $ | 14,141 | | $ | (454 | ) | $ | 39 | | $ | 9,448 | |
| Net loss | — | | | — | | | — | | | (463 | | ) | — | | | (5 | | ) | (468 | | ) |
| Retained earnings adjustment for new accounting standard | — | | | — | | | — | | | (384 | | ) | — | | | — | | | (384 | | ) |
| Stock plans | (1 | | ) | 6 | | | 396 | | | — | | | — | | | — | | | 401 | | |
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Allowance for bad debts
| Balance at December 31, 2017: | $ | 1,922 | | $ | 771 | | $ | 2,693 | |
| Current year acquisitions | 6 | | | 5 | | | 11 | | |
| Purchase price adjustments for previous acquisitions | (1 | | ) | (1 | | ) | (2 | | ) |
Due to the impairments and other charges recorded during the fourth quarter of 2019, we updated our goodwill impairment assessment through December 31, 2019.
Market conditions negatively impacted our business during 2019, particularly in North America.
We experienced continued pricing pressure and customer activity reductions for our products and services.
The North America land rig count decreased 26% from its high point in early 2019 to its low point in December 2019, and we idled equipment throughout the year to adjust to changing activity levels.
During the fourth quarter of 2019, the North America market continued to deteriorate with a 9% decrease in the average land rig count compared to the third quarter.
Customer activity declined across all basins, affecting both our drilling and completions businesses, and pricing pressure persisted during the year-end tendering season.
As a result of these market conditions and our service delivery improvement strategy, we took actions during the fourth quarter of 2019 to proactively manage our equipment fleet, rationalize our portfolio of real estate facilities, and initiate reductions in our global workforce in an effort to mitigate the impact of market deterioration and better align our workforce with anticipated activity levels.
As part of our real estate rationalization, we identified owned properties to sell and leased properties to abandon.
These fair value assessments required the use of estimates which represent significant unobservable inputs.
If market conditions worsen, our fair value assumptions of estimated future cash flows could be materially altered and we may be required to record additional asset impairments.
Such a potential impairment charge could have a material adverse impact on our operating results.
For more information about the product service lines included in each segment, see "Part I, Item 1.
Business.” The business operations of our divisions are organized around four primary geographic regions: North America, Latin America, Europe/Africa/CIS and Middle East/Asia.
An excerpt. Shown here: 40 of 625 rewritten, 40 of 368 added and 40 of 107 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2020 filing and the FY2019 filing.
Item 9. (a). Controls and Procedures.
5 rewritten, 4 added, 3 removed, 4 unchanged
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, [removed: 2019] [added: 2020] to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, [removed: summarized] [added: summarized,] and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
See page [removed: 35] [added: 36] for Management’s Report on Internal Control Over Financial Reporting and page [removed: 38] [added: 39] for Report of Independent Registered Public Accounting Firm on its assessment of our internal control over financial reporting.
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 67][added: 68]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | [added: | |] Item 10 \| Directors, Executive Officers and Corporate Governance | | [added: | | | |]
Item 9(b).
Other Information.
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Item 9(b). Other Information.
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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: 2020] [added: 2021] Annual Meeting of 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 6 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: 2020] [added: 2021] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Delinquent Section 16(a) 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: 2020] [added: 2021] Annual Meeting of 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: 2020] [added: 2021] Annual Meeting of 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: 2020] [added: 2021] Annual Meeting of 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: 2019,”] [added: 2020,”] “Outstanding Equity Awards at Fiscal Year End [removed: 2019,” “2019] [added: 2020,” “2020] Option Exercises and Stock Vested,” [removed: “2019] [added: “2020] Nonqualified Deferred Compensation,” “Employment Contracts and Change-in-Control Arrangements,” “Post-Termination or Change-in-Control Payments,” “Equity Compensation Plan [removed: Information”] [added: Information,”] and “Directors’ Compensation.”
Item 12. (a). Security Ownership of Certain Beneficial Owners.
4 rewritten, 5 added, 1 removed, 1 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and Management.”
[removed: Item 12(b). Security] [added: Security] Ownership of [removed: Management.][added: Management.]
[removed: Item 12(d). Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans.][added: Plans.]
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Equity Compensation Plan Information.”
Item 12(b).
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2021 Annual Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and Management.”
Item 12(c).
Changes in Control.
Item 12(d).
Item 12(c). Changes in Control.
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: 2020] [added: 2021] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Corporate Governance” to the extent any disclosure is [removed: required] [added: required,] and under the caption “The Board of Directors and Standing Committees of Directors.”
Item 14. Principal Accounting Fees and Services.
3 rewritten, 2 added, 2 removed, 1 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Fees Paid to KPMG LLP.”
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 68][added: 69]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | | [added: | | | |] Item 15 \| Exhibits | [added: | |]
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Item 15. Exhibits.
113 rewritten, 134 added, 8 removed, 0 unchanged
| | [added: | |] 1. | [added: | |] Financial Statements: | [added: | |]
| | | [added: | | | |] The reports of the Independent Registered Public Accounting Firm and the financial statements of Halliburton Company are included within Part II, Item 8 of this Annual Report on Form 10-K. | [added: | |]
| | [added: | |] 2. | [added: | |] Financial Statement Schedules: | [added: | |]
| | | [added: | | | |] The schedules listed in Rule 5-04 of Regulation S-X (17 CFR 210.5-04) have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. | [added: | |]
| | [added: | |] 3. | [added: | |] Exhibits: | [added: | |]
| | [added: | |] Exhibit | | [added: | | | |]
| | [added: | |] Number | [added: | |] Exhibits | [added: | |]
| | [added: | |] 3.1 | [added: | |] [Restated Certificate of Incorporation of Halliburton Company filed with the Secretary of State of Delaware on May 30, 2006 (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed June 5, 2006, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501206000247/restatedcertofincorp.htm) | [added: | |]
| | [added: | |] 3.2 | [added: | |] [By-laws of Halliburton Company revised effective December 7, 2017 (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed December 12, 2017, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000285/amendedbylaws.htm) | [added: | |]
| | [added: | |] 4.1 | [added: | |] Form of debt security of 8.75% Debentures due February 12, 2021 (incorporated by reference to Exhibit 4(a) to the Form 8-K of Halliburton Company, now known as Halliburton Energy Services, Inc. (the Predecessor), dated as of February 20, 1991, File No. 001-03492). | [added: | |]
| | [added: | |] 4.2 | [added: | |] [Senior Indenture dated as of January 2, 1991 between the Predecessor and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee (incorporated by reference to Exhibit 4(b) to the Predecessor’s Registration Statement on Form S-3 (Registration No. 33-38394) originally filed with the Securities and Exchange Commission on December 21, 1990), as supplemented and amended by the First Supplemental Indenture dated as of December 12, 1996 among the Predecessor, Halliburton and the Trustee (incorporated by reference to Exhibit 4.1 of Halliburton’s Registration Statement on Form 8-B dated December 12, 1996, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000898430-96-005722.txt) | [added: | |]
| | [added: | |] 4.3 | [added: | |] Resolutions of the Predecessor’s Board of Directors adopted at a meeting held on February 11, 1991 and of the special pricing committee of the Board of Directors of the Predecessor adopted at a meeting held on February 11, 1991 and the special pricing committee’s consent in lieu of meeting dated February 12, 1991 (incorporated by reference to Exhibit 4(c) to the Predecessor’s Form 8-K dated as of February 20, 1991, File No. 001-03492). | [added: | |]
| | [added: | |] 4.4 | [added: | |] [Second Senior Indenture dated as of December 1, 1996 between the Predecessor and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, as supplemented and amended by the First Supplemental Indenture dated as of December 5, 1996 between the Predecessor and the Trustee and the Second Supplemental Indenture dated as of December 12, 1996 among the Predecessor, Halliburton and the Trustee (incorporated by reference to Exhibit 4.2 of Halliburton’s Registration Statement on Form 8-B dated December 12, 1996, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000898430-96-005722.txt) | [added: | |]
| | [added: | |] 4.5 | [added: | |] [Third Supplemental Indenture dated as of August 1, 1997 between Halliburton and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, to the Second Senior Indenture dated as of December 1, 1996 (incorporated by reference to Exhibit 4.7 to Halliburton’s Form 10-K for the year ended December 31, 1998, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000045012-99-000005.txt) | [added: | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 69][added: 70]
| [Table of [removed: Contents](#s7449542B07D757B4BA3EE3EC250E46F0)] [added: Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7)] | | [added: | | | |] Item 15 \| Exhibits | [added: | |]
| | [added: | |] 4.6 | [added: | |] [Fourth Supplemental Indenture dated as of September 29, 1998 between Halliburton and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, to the Second Senior Indenture dated as of December 1, 1996 (incorporated by reference to Exhibit 4.8 to Halliburton’s Form 10-K for the year ended December 31, 1998, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000045012-99-000005.txt) | [added: | |]
| | [added: | |] 4.7 | [added: | |] [Resolutions of Halliburton’s Board of Directors adopted by unanimous consent dated December 5, 1996 (incorporated by reference to Exhibit 4(g) of Halliburton’s Form 10-K for the year ended December 31, 1996, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000045012-97-000011.txt) | [added: | |]
| | [added: | |] 4.8 | [added: | |] [Form of debt security of 6.75% Notes due February 1, 2027 (incorporated by reference to Exhibit 4.1 to Halliburton’s Form 8-K dated as of February 11, 1997, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000045012-97-000006.txt) | [added: | |]
| | [added: | |] 4.9 | [added: | |] Copies of instruments that define the rights of holders of miscellaneous long-term notes of Halliburton Company and its subsidiaries have not been filed with the Commission. Halliburton Company agrees to furnish copies of these instruments upon request. | [added: | |]
| | [added: | |] 4.10 | [added: | |] [Form of Indenture dated as of April 18, 1996 between Dresser and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee (incorporated by reference to Exhibit 4 to Dresser’s Registration Statement on Form S-3/A filed on April 19, 1996, Registration No. 333-01303), as supplemented and amended by Form of First Supplemental Indenture dated as of August 6, 1996 between Dresser and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), Trustee, for 7.60% Debentures due 2096 (incorporated by reference to Exhibit 4.1 to Dresser’s Form 8-K filed on August 9, 1996, File No. 1-4003).](http://www.sec.gov/Archives/edgar/data/30099/0000912057-96-016770.txt) | [added: | |]
| | [added: | |] 4.11 | [added: | |] [Second Supplemental Indenture dated as of October 27, 2003 between DII Industries, LLC and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Indenture dated as of April 18, 1996 (incorporated by reference to Exhibit 4.15 to Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501204000086/exh4_15.txt) | [added: | |]
| | [added: | |] 4.12 | [added: | |] [Third Supplemental Indenture dated as of December 12, 2003 among DII Industries, LLC, Halliburton Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Indenture dated as of April 18, 1996, (incorporated by reference to Exhibit 4.16 to Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501204000086/exh4_16.txt) | [added: | |]
| | [added: | |] 4.13 | [added: | |] [Indenture dated as of October 17, 2003 between Halliburton Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (incorporated by reference to Exhibit 4.1 to Halliburton’s Form 10-Q for the quarter ended September 30, 2003, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012903005445/h10204exv4w1.txt) | [added: | |]
| | [added: | |] 4.14 | [added: | |] [Second Supplemental Indenture dated as of December 15, 2003 between Halliburton Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.27 to Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501204000086/exh4_27.txt) | [added: | |]
| | [added: | |] 4.15 | [added: | |] [Form of note of 7.6% debentures due 2096 (included as Exhibit A to Exhibit 4.14 above).](http://www.sec.gov/Archives/edgar/data/45012/000004501204000086/exh4_27.txt) | [added: | |]
| | [added: | |] 4.16 | [added: | |] [Fourth Supplemental Indenture, dated as of September 12, 2008, between Halliburton Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed September 12, 2008, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095013408016534/h60310exv4w2.htm) | [added: | |]
| | [added: | |] 4.17 | [added: | |] [Form of Global Note for Halliburton’s 6.70% Senior Notes due 2038 (included as part of Exhibit 4.16).](http://www.sec.gov/Archives/edgar/data/45012/000095013408016534/h60310exv4w2.htm) | [added: | |]
| | [added: | |] 4.18 | [added: | |] [Fifth Supplemental Indenture, dated as of March 13, 2009, between Halliburton Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed March 13, 2009, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012909000861/h66138exv4w2.htm) | [added: | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 70][added: 71]
| | [added: | |] 4.19 | [added: | |] [Form of Global Note for Halliburton’s 7.45% Senior Notes due 2039 (included as part of Exhibit 4.18).](http://www.sec.gov/Archives/edgar/data/45012/000095012909000861/h66138exv4w2.htm) | [added: | |]
| | [added: | |] 4.20 | [added: | |] [Sixth Supplemental Indenture, dated as of November 14, 2011, between Halliburton Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed November 14, 2011, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm) | [added: | |]
| | [added: | |] 4.21 | [added: | |] [Form of Global Note for Halliburton’s 3.25% Senior Notes due 2021 (included as part of Exhibit 4.20).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm) | [added: | |]
| | [added: | |] 4.22 | [added: | |] [Form of Global Note for Halliburton’s 4.50% Senior Notes due 2041 (included as part of Exhibit 4.20).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm) | [added: | |]
| | [added: | |] 4.23 | [added: | |] [Seventh Supplemental Indenture, dated as of August 5, 2013, between Halliburton Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (incorporated by reference to Exhibit 4.2 of Halliburton’s Form 8-K filed August 5, 2013, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000119312513319110/d577675dex42.htm) | [added: | |]
| | [added: | |] 4.24 | [added: | |] [Form of Global Note for Halliburton’s 3.50% Senior Notes due 2023 (included as part of Exhibit 4.23).](http://www.sec.gov/Archives/edgar/data/45012/000119312513319110/d577675dex42.htm) | [added: | |]
| | [added: | |] 4.25 | [added: | |] [Form of Global Note for Halliburton’s 4.75% Senior Notes due 2043 (included as part of Exhibit 4.23).](http://www.sec.gov/Archives/edgar/data/45012/000119312513319110/d577675dex42.htm) | [added: | |]
| | [added: | |] 4.26 | [added: | |] [Eighth Supplemental Indenture, dated as of November 13, 2015, between Halliburton Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed November 13, 2015, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm) | [added: | |]
| | [added: | |] 4.27 | [added: | |] [Form of Global Note for Halliburton’s 3.800% Senior Notes due 2025 (included as part of Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm) | [added: | |]
| | [added: | |] 4.28 | [added: | |] [Form of Global Note for Halliburton’s 4.850% Senior Notes due 2035 (included as part of Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm) | [added: | |]
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| [Table of Contents](#i3e25192d1cb94ef78c1ab9682d7c9409_7) | | | | | | Item 15 \| Exhibits | | |
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| † | 10.38 | [Executive Agreement (Mark J. Richard) (incorporated by reference as Exhibit 10.48 of Halliburton’s Form 10-K for the year ended December 31, 2018, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1048.htm) . |
| *† | 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) |
An excerpt. Shown here: 40 of 113 rewritten, 40 of 134 added and all 8 removed. The counts are complete. For every sentence, read Item 15. Exhibits. in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary.
34 rewritten, 39 added, 4 removed, 2 unchanged
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 75][added: 76]
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: 11th] [added: 5th] day of February, [removed: 2020.][added: 2021.]
| | [added: | |] HALLIBURTON COMPANY | [added: | |]
| By | [added: | |] /s/ Jeffrey A. Miller | [added: | |]
| | [added: | |] Jeffrey A. Miller | [added: | |]
| | [added: | |] Chairman of the Board, President and Chief Executive Officer | [added: | |]
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: 11th] [added: 5th] day of February, [removed: 2020.][added: 2021.]
| Signature | [added: | |] Title | [added: | |]
| /s/ Jeffrey A. Miller | [added: | |] Chairman of the Board, Director, President and | [added: | |]
| Jeffrey A. Miller | [added: | |] Chief Executive Officer | [added: | |]
| /s/ Lance Loeffler | [added: | |] Executive Vice President and | [added: | |]
| Lance Loeffler | [added: | |] Chief Financial Officer | [added: | |]
| /s/ Charles E. Geer, Jr. | [added: | |] Senior Vice President and | [added: | |]
| Charles E. Geer, Jr. | [added: | |] Chief Accounting Officer | [added: | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 76][added: 77]
| * Abdulaziz F. Al Khayyal | [added: | |] Director | [added: | |]
| Abdulaziz F. Al Khayyal | | [added: | | | |]
| * William E. Albrecht | [added: | |] Director | [added: | |]
| William E. Albrecht | | [added: | | | |]
| * M. Katherine Banks | [added: | |] Director | [added: | |]
| M. Katherine Banks | | [added: | | | |]
| * Alan M. Bennett | [added: | |] Director | [added: | |]
| Alan M. Bennett | | [added: | | | |]
| * Milton Carroll | [added: | |] Director | [added: | |]
| Milton Carroll | | [added: | | | |]
| * Nance K. Dicciani | [added: | |] Director | [added: | |]
| Nance K. Dicciani | | [added: | | | |]
| * Murry S. Gerber | [added: | |] Director | [added: | |]
| Murry S. Gerber | | [added: | | | |]
| * Patricia Hemingway Hall | [added: | |] Director | [added: | |]
| Patricia Hemingway Hall | | [added: | | | |]
| * Robert A. Malone | [added: | |] Director | [added: | |]
| Robert A. Malone | | [added: | | | |]
HAL [removed: 2019] [added: 2020] FORM 10-K | [removed: 77][added: 78]
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| /s/ Van H. Beckwith | | | | | |
| *By Van H. Beckwith, Attorney-in-fact | | | | | |
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| /s/ Robb L. Voyles | |
| *By Robb L. Voyles, Attorney-in-fact | |