Halliburton (HAL) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
All filing items782 rewritten327 added221 removed1,646 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, 327 added, 221 removed, 782 rewritten and 1,646 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 FY2022; struck-through words were in FY2021. 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.
108 rewritten, 68 added, 65 removed, 210 unchanged
[removed: ][added: ]
During [removed: 2021,] [added: 2022,] we generated total company revenue of [removed: $15.3] [added: $20.3] billion, a [removed: 6%] [added: 33%] increase from the [removed: $14.4] [added: $15.3] billion of revenue generated in [removed: 2020,] [added: 2021,] with our Completion and Production (C&P) segment [added: revenue] increasing by [removed: 7%] [added: 38%] and our Drilling and Evaluation (D&E) segment [added: revenue] increasing by [removed: 4%.][added: 27%.]
These increases were driven primarily by increased demand for our products and services in North America land tied to a substantial improvement in the North America [removed: land] [added: average] rig count during [removed: 2021.][added: 2022.]
We reported total company operating income of approximately [added: $2.7 billion in 2022, compared to operating income of] $1.8 billion in 2021.
Internationally, revenue improved [removed: 2%] [added: 20%] in [removed: 2021] [added: 2022] compared to [removed: 2020,] [added: 2021,] primarily driven by higher activity for drilling and completions related services in Latin America [added: and the Eastern Hemisphere,] which were partly offset by [added: our exit from Russia and] lower activity in the [removed: Eastern Hemisphere.][added: North Sea.]
Our North America revenue increased [removed: 11%] [added: 51%] in [removed: 2021] [added: 2022] compared to [removed: 2020,] [added: 2021,] resulting from higher activity and pricing in North America land primarily associated with increased stimulation and well construction services.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 21][added: 23]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 7 \| Executive Overview | | |
Sustainability and Energy [removed: Advancement][added: Mix Transition]
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 22][added: 24]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 7 \| Liquidity and Capital Resources | | |
As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $3.0] [added: $2.3] billion of cash and equivalents, compared to [removed: $2.6] [added: $3.0] billion of cash and equivalents at December 31, [removed: 2020.][added: 2021.]
Significant sources and uses of cash in [removed: 2021][added: 2022]
- Cash flows from operating activities were [removed: $1.9] [added: $2.2] billion.
This included a [removed: positive] [added: negative] impact from the primary components of our working capital (receivables, inventories, and accounts payable) of a net [removed: $285] [added: $941] million, primarily associated with increased [removed: payables.][added: receivables and inventory.]
- Capital expenditures were [removed: $799 million.][added: $1.0 billion.]
- We paid [removed: $161] [added: $435] million of dividends to our shareholders.
Capital spending for [removed: 2022] [added: 2023] is currently expected to be [removed: $1.0 billion, remaining] within our target of approximately 5-6% of revenue.
As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $352] [added: $311] million of gross unrecognized tax benefits, excluding penalties and interest, of which we estimate [removed: $266] [added: $259] million may require us to make a cash payment.
We estimate that approximately [removed: $198] [added: $232] million of the cash payment will not be settled within the next 12 months.
In January of [removed: 2022,] [added: 2023,] we announced that our Board of Directors declared a dividend of [removed: $0.12] [added: $0.16] per [added: common] share for the first quarter of [removed: 2022,] [added: 2023,] or approximately [removed: $107 million, which represents a $0.075 increase from the quarterly dividend paid during 2021.][added: $145 million.]
Approximately [removed: $5.1] [added: $4.9] billion remained authorized for repurchases as of December 31, [removed: 2021] [added: 2022] and may be used for open market and other share purchases.
In [removed: January of 2022, we announced that on] February [removed: 23,] [added: of] 2022, we [removed: will] [added: paid $641 million to] redeem $600 million aggregate principal amount of our 3.8% senior notes [removed: that mature in] [added: due] November 2025.
We do not intend to incur additional debt in [removed: 2022,] [added: 2023,] as we believe our cash on hand and earnings from operations are sufficient to cover our obligations for the year.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 23][added: 25]
*Financial position in current market.* As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $3.0] [added: $2.3] billion of cash and equivalents and $3.5 billion of available committed bank credit under [removed: our] [added: a] revolving credit [removed: facility.][added: facility executed on April 27, 2022 with an expiration date of April 27, 2027.]
We believe we have a manageable debt maturity profile, with approximately [removed: $1.6 billion] [added: $500 million] coming due [added: beginning in 2025] through [removed: 2026, which includes the $600 million debt we will redeem on February 23, 2022 as described above.][added: 2027.]
*Guarantee agreements.* In the normal course of business, we have agreements with financial institutions under which approximately [removed: $1.9] [added: $2.1] billion [removed: of] letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, [removed: 2021.][added: 2022.]
As of December 31, [removed: 2021,] [added: 2022,] we had no material off-balance sheet liabilities and were not required to make any material cash distributions to our unconsolidated subsidiaries.
[removed: We] [added: In weak economic environments, we] may experience increased delays and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit markets, [removed: particularly in weak economic environments,] as well as unsettled political conditions.
Receivables from our primary customer in Mexico accounted for approximately [removed: 10%] [added: 9%] of our total receivables as of December 31, [removed: 2021.][added: 2022.]
While we have experienced payment delays in Mexico, these amounts are not in dispute and we have not [added: historically had, and we do not expect to have, any material write-offs due to collectability of receivables from this customer.]
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 24][added: 26]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | Item 7 \| Business Environment and Results of Operations | | | | | |
In [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] based on the location of services provided and products sold, [added: 45%,] 40%, [removed: 38%,] and [removed: 51%,] [added: 38%,] respectively, of our consolidated revenue was from the United States.
Additionally, [added: during 2023, we generally expect that] many of our customers in North America [removed: have shifted] [added: will continue] their strategy [removed: from production growth to] [added: of] operating within [added: their] cash [removed: flow] [added: flows] and generating [removed: returns, and we generally expect that to continue in 2022.][added: returns rather than prioritizing production growth.]
The table below shows the average [removed: oil and natural gas] prices for [removed: West Texas Intermediate (WTI),] [added: WTI crude oil,] United Kingdom Brent crude oil, and Henry Hub natural gas.
| | | | | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |
| Oil price - WTI (1) | | | | | | $ | [removed: 67.99] [added: 96.04] | | $ | [removed: 39.23] [added: 67.99] | | $ | [removed: 56.98] [added: 39.23] | |
| Oil price - Brent (1) | | | | | | [removed: 70.68] [added: 100.78] | | | [removed: 41.76] [added: 70.68] | | | [removed: 64.36] [added: 41.76] | | |
Market conditions
Since early 2020, world-wide oil and gas supply and demand imbalances and related volatility of oil and natural gas prices (including as a result of the COVID-19 pandemic) have resulted in dramatic fluctuations in oil and gas markets.
The volatility continued in 2022 as markets were impacted by inflationary pressures, changes to OPEC+ production levels, supply chain shortages, demand uncertainty, and geopolitical conflicts including Russia's invasion of and continued war with Ukraine.
The West Texas Intermediate (WTI) crude oil price averaged approximately $88 per barrel during the fourth quarter of 2022 and $96 per barrel for the full year of 2022.
The U.S. land average rig count continues to be below pre-pandemic levels, but showed improvement in each quarter of 2022.
The international average rig count showed improvement in the second half of 2022.
Globally, we are being impacted by supply chain shortages and increased lead times as the post-pandemic recovery stressed both the supply of raw materials and transportation logistics.
We monitor market trends and work to mitigate cost impacts through economies of scale in global procurement, technology modifications, and efficient sourcing practices.
Also, while we have been impacted by inflationary cost increases, primarily related to frac sand, chemicals, cement, and logistics costs, we generally try to pass much of those increases on to our customers and we believe we have effective solutions that work to minimize the operational impact.
As a result of Russia’s invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries enacted new sanctions against Russia and Russian interests.
In order to comply with these sanctions, we ceased pursuing future business in Russia and began to wind down our remaining operations in Russia in March of 2022.
During the second quarter of 2022, we made the decision to sell our Russian operations and completed the sale in the third quarter of 2022.
We wrote down the disposal group to fair value less costs to sell, resulting in a pre-tax charge of $344 million during the second quarter of 2022.
See Note 2 to our consolidated financial statements for additional information.
Both of our segments were negatively impacted by our exit from Russia in the third quarter of 2022.
North America average rig count increased 47% for 2022 as compared to the average rig count for 2021.
The international average rig count increased 13% for 2022 as compared to the average rig count for 2021.
During 2022, we continued to execute on priorities we set to help us progress toward our 2035 emissions reduction target.
As our customers have begun to invest more in reducing emissions and developing projects focused on sustainable energy, we have developed or are developing solutions intended to reduce our own carbon footprint while advancing our customers’ decarbonization efforts.
As the energy mix transition unfolds, we will continue to seek to apply our expertise and products and services across different developing parts of the energy mix transition.
We have also applied our experience and resources in sectors adjacent to our traditional oilfield services sectors, including carbon capture and storage, hydrogen, and geothermal.
Finally, we will continue to focus on accelerating the success of clean tech start-ups via Halliburton Labs.
As of December 31, 2022, Halliburton Labs had 21 participating companies and alumni.
Halliburton Labs allows us to participate in the energy mix transition at relatively low risk by investing our expertise, resources, and team without a significant outlay of capital.
Our sustainability efforts have been recognized as we were named to the 2022 Dow Jones Sustainability Indices (DJSI), which recognizes the top 10% most sustainable companies per industry.
The DJSI uses ESG criteria to measure and rank the performance of best-in-class companies selected for its list.
When compared to our peers, we ranked in the 98th percentile and received high marks in the Human Capital Development, Risk & Crisis Management, and Business Ethics categories.
Additionally, we published our 2021 Annual and Sustainability Report (ASR) in March of 2022, which details our strategy and progress on sustainability issues, as well as our efforts on increased environmental reporting transparency, including conducting a climate scenario analysis.
Information on our website, including the ASR report, is not incorporated by reference into this Annual Report on Form 10-K.
*•*Debt repayments were $1.2 billion.
The payment also included the make-whole premium and accrued interest.
In September of 2022, we paid $603 million to redeem $600 million aggregate principal amount of our 3.5% senior notes due August 2023 at par.
The payment also included accrued interest.
- We repurchased 6.8 million shares for $250 million.
In 2023, we expect to pay approximately $897 million for contractual purchase obligations (with another $292 million due through 2025), $416 million of interest on debt, and approximately $333 million under our leasing arrangements.
While we maintain our focus on liquidity and debt reduction, we are also focused on increasing cash returns to our shareholders.
Our Board approved a capital return framework with a goal of returning at least 50% of our annual free cash flow to shareholders through dividends and share repurchases.
During 2022, our quarterly dividend rate was $0.12 per common share, or approximately $109 million per quarter.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 7 \| Liquidity and Capital Resources | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | Item 7 \| Business Environment and Results of Operations | | | | | |
The oil and gas industry continued to be impacted from shutdowns and mitigation efforts related to the COVID-19 pandemic during 2021, though there are signs that business activity around the world has adjusted and continues to improve.
Despite these difficulties, in 2021 we demonstrated resilience and a strong commitment to our execution culture and delivered increased revenues, operating income, and cash flows from operations.
This compares to operating loss of $2.4 billion in 2020 that was driven by $3.8 billion of impairments and other charges as a result of the unprecedented downturn in the oil and gas industry, including a significant decline in pressure pumping services in North America land, caused by the COVID-19 pandemic.
Despite an 8% reduction in the international rig count during 2021, we improved our overall international margin.
While the North America land rig count is increasing, it is still below pre-pandemic levels.
Even without improved pricing, we took advantage of the recovery in completions and drilling activity in 2021 and delivered margin improvement, demonstrating the operating leverage from our cost reductions and service delivery improvements in North America.
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
This is consistent with our goal to reduce the carbon footprint and environmental impact of our operations and follows our commitment to set science-based targets.
We continue to pursue our strategic initiatives around advancing cleaner, affordable energy, and using innovation and technology to reduce the environmental impact of producing oil and gas.
We are continuing to develop and deploy low-carbon solutions to help oil and gas operators lower their current emissions profiles while also using our existing technologies in renewable energy applications.
In addition, Halliburton Labs added eleven participating companies during 2021.
Through Halliburton Labs, we gain insight into the energy transition value chain and foster the development of technologies that may help reduce the world’s carbon footprint.
Also, for 2021, we were named to the Dow Jones Sustainability Index North America for Energy Equipment and Services, which highlights the top 10% most sustainable North America companies in identified industries, as determined by S&P Global through their Corporate Sustainability Assessment.
*•*In February of 2021, we repaid the $185 million principal balance of our 8.75% senior debentures at maturity.
- In August of 2021, we redeemed the entire $500 million aggregate principal amount outstanding of our 3.25% senior notes at par.
In 2022, we expect to pay approximately $443 million of interest on debt and approximately $351 million under our leasing arrangements.
The aggregate principal amount currently outstanding is approximately $1.0 billion.
We plan to use cash on hand to fund the redemption.
Given the nature and significance of the pandemic and disruption in the oil and gas industry, we have experienced delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies.
historically had, and we do not expect, any material write-offs due to collectability of receivables from this customer.
The COVID-19 pandemic and efforts to mitigate its effect had a substantial negative impact on the global economy and demand for oil in 2020 and 2021.
As discussed earlier, although there are signs of improvement in many areas around the world, the potential for new lockdowns and other mitigation efforts to deal with an increase in infection rates or new variants remains a key risk for oil demand.
We believe that commodity prices will remain supportive of our business through 2022.
On January 31, 2022, the Henry Hub natural gas price was $4.87 per MMBtu.
The recent surge of new COVID-19 cases related to the Omicron variant dampened the expectations of some economists regarding economic recovery and increasing demand for oil.
For example, due to travel restrictions put in place as a result of Omicron, the global oil demand forecast for 2022 was originally revised down by forecasters, including the IEA and EIA, primarily to account for projected reduced jet fuel use.
However, the wave of infections related to the Omicron variant appears to be less severe and potentially of shorter duration than prior waves.
Consequently, we and the IEA, do not believe that this surge should overturn the recovery in oil demand that is underway.
With widespread vaccination campaigns, and the apparent lower rates of serious illness, and hospitalization resulting from the recent wave, we expect that this wave is likely to have a more muted impact on the economy and demand for oil than previous COVID-19 waves.
Based on our expectations regarding the Omicron variant's impact on the demand for oil and assuming a more severe variant does not become widespread during 2022, we expect international activity growth to maintain momentum and customer spending to increase in the range of 14-16% in 2022, led by operators with shorter-cycle production opportunities committing additional capital to meet increasing oil demand.
Internationally, we anticipate projects in the Middle East, Russia, and Latin America to attract the most investment, with lower levels of activity increases in Africa and Europe.
While large tenders remain competitive, we see pricing traction on new work and contract renewals, including integrated contracts.
We also expect to accelerate work on projects that were delayed or slowed due to pandemic-related travel restrictions.
In North America, consistent with historical trends, the recovery in activity was faster and more pronounced than in the international markets.
North America drilling activity outpaced completions as operators prepared well inventory for 2022.
Given the stronger commodity price environment, we anticipate customer spending to grow more than 25% in 2022, as compared to 2021, with the highest increase coming from private operators.
We expect this will enable us to secure net pricing gains for our fracturing fleet as well as our drilling, cementing, drill bits, and artificial lift businesses.
We expect most publicly traded exploration and production (E&Ps) companies to continue to prioritize returns, while delivering production into a supportive market.
| Total | | | $ | 15,295 | | $ | 14,445 | | $ | 850 | | 6 | | % |
An excerpt. Shown here: 40 of 108 rewritten, 40 of 68 added and 40 of 65 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 FY2022 filing and the FY2021 filing.
Item 1. (a). Risk Factors.
51 rewritten, 27 added, 35 removed, 214 unchanged
Any prolonged reductions of commodity prices or expectations of such reductions could have a material adverse effect on our business, consolidated results of operations, and consolidated financial [removed: condition, and could result in asset impairments and severance costs.][added: condition.]
\- governmental [removed: regulations,] [added: regulations and other actions,] including [removed: the] [added: economic sanctions and] policies of governments regarding the exploration for and production and development of their oil and natural gas reserves;
\- weather conditions, natural disasters, and health or similar issues, such as [added: COVID-19 and other] pandemics or epidemics;
\- worldwide [removed: political, military,] [added: political] and [added: military actions, and] economic [removed: conditions;] [added: conditions, including potential recessions;] and
\- increased demand for alternative energy and [added: use of] electric vehicles and increased emphasis on decarbonization, including government [removed: initiatives] [added: initiatives, such as the variety of tax credits contained in the U.S. Inflation Reduction Act of 2022,] to promote the use of renewable energy sources and public sentiment around alternatives to oil and gas.
\- changes in customers' capital allocation, including an increased allocation to the production of renewable [removed: energy,] [added: energy or other sustainability efforts,] leading to less focus on oil and natural gas production growth;
\- [removed: the] consolidation of our customers;
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 9][added: 10]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 1(a) \| Risk Factors | | |
Events can occur at sites where our products and equipment are [removed: produced] [added: produced, stored, transported,] or installed, or where we conduct our operations or provide our services, or at chemical blending or manufacturing facilities, including well blowouts and equipment or materials failures, which could result in explosions, fires, personal injuries, property damage (including surface and subsurface damage), pollution, and potential legal responsibility.
Our business could be materially and adversely affected by severe weather, particularly in Canada, the Gulf of Mexico, [removed: Russia,] and the North Sea.
\- evacuation of personnel and [added: inoperability of equipment resulting in] curtailment of services;
\- inability to deliver materials to [removed: jobsites] [added: job sites] in accordance with contract schedules;
\- [removed: decreases] [added: fluctuations] in demand for oil and natural [removed: gas] [added: gas, including possible decreases] during unseasonably warm winters; and
Courts could find that others infringe our patent [added: or other intellectual property] rights or that our products and services may infringe the intellectual property rights of others.
Our failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could materially and adversely affect [removed: our competitive position.][added: us.]
If we are not able to design, develop and produce commercially competitive products and to implement commercially competitive services in a timely manner in response to changes in the market, customer requirements, competitive pressures, [added: developments associated with climate change concerns] and [added: energy mix transition, and] technology trends, our business and consolidated results of operations could be materially and adversely affected, and the value of our intellectual property may be reduced.
If we are not able to design, develop, and produce commercially competitive products and to implement commercially competitive services in a timely manner in response to changes in the market, customer requirements, competitive pressures, [added: developments associated with climate change concerns] and [added: energy mix transition, and] technology trends, our business and consolidated results of operations could be materially and adversely affected, and the value of our intellectual property may be reduced.
Some of these contracts are required by our customers, primarily national oil [removed: companies (NOCs).][added: companies.]
In addition, [removed: NOCs] [added: our customers] often operate in countries with unsettled political conditions, war, civil unrest, or other types of community issues.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 10][added: 11]
Constraints in the supply of, prices [removed: for] [added: for,] and availability of transportation of raw materials can have a material adverse effect on our business and consolidated results of operations.
Raw materials essential to our [removed: business,] [added: operations and manufacturing,] such as proppants (primarily sand), [removed: hydrochloric acid,] [added: chemicals, metals,] and gels, [removed: including guar gum,] are normally readily available.
Many of the raw materials essential to our business require the use of rail, storage, and trucking services to transport the materials to our [removed: jobsites.][added: job sites.]
In addition, price increases imposed by our vendors for raw materials and transportation providers used in our business, and the inability to pass these increases through to our [removed: customers] [added: customers,] could have a material adverse effect on our business and consolidated results of operations.
We are also subject to the risks that our employees, joint venture [removed: partners] [added: partners,] and agents outside of the United States may fail to comply with other applicable laws.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 11][added: 12]
Moreover, any failure to comply with applicable legal and regulatory trading obligations could result in [added: government investigations of our activities, as well as] criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments, and loss of import and export privileges.
[removed: In addition, investigations by governmental authorities and] [added: Our activities outside of the United States expose us to various] legal, social, economic, and political issues [removed: in these countries] [added: which] could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 12][added: 13]
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 13][added: 14]
Existing or future laws, regulations, treaties, or international agreements related to greenhouse gases, climate change, [removed: and] [added: or] alternative energy sources could have a negative impact on our business and may result in additional compliance obligations that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
Changes in or the adoption or enactment of laws, regulations, treaties or international agreements related to greenhouse gases, climate change, [removed: and] [added: or] alternative energy sources, including changes that may make it more expensive to explore for and produce oil and natural gas, may negatively impact demand for our services and products.
The Executive Orders halting the leasing of U.S. federal lands were challenged in court [removed: and remain subject] [added: and, in August 2022, a federal judge in Louisiana issued a permanent injunction against the temporary halt] to [removed: litigation.][added: the leasing of federal lands for oil and gas drilling.]
As a result of the review of leasing and permitting practices, the U.S. Department of the Interior [removed: has] recommended increasing the royalty rate payable to the U.S. government by operators, as well as bonding requirements and emissions requirements for operators.
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 [removed: challenges] [added: changes] may ultimately impact our business.
Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws, regulations, treaties, or international agreements related to greenhouse gases [removed: and] [added: or] climate change, including incentives to conserve energy or use alternative energy sources, may reduce demand for oil and natural gas and could have a negative impact on our business.
[removed: The Company] [added: We] could be subject to changes in [removed: its] [added: our] 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.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 14][added: 15]
Areas where we operate that have significant risk include, but are not limited to: the Middle East, North Africa, Angola, Argentina, Azerbaijan, Brazil, Indonesia, Kazakhstan, Mexico, Mozambique, Nigeria, [removed: Papa] [added: Papua] New Guinea, [removed: Russia,] and Ukraine.
\- oil and natural gas prices, which are impacted by the factors described in the preceding risk factor;
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
The imposition of such sanctions on Russia in connection with Russia’s invasion of Ukraine led to our decision to dispose of our Russian operations during the third quarter of 2022.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
The Biden Administration resumed selling leases to drill for oil and gas on federal lands in April 2022, but with an 80% reduction in the number of acres offered and an increase in the royalties companies must pay to drill.
All of these changes could have a negative effect on exploration and production of oil and natural gas and, consequently, negatively impact the demand for our products and services.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
The United States Environmental Protection Agency has proposed strict new methane emission regulations for certain oil and gas facilities.
The Inflation Reduction Act of 2022 establishes a charge on methane emissions above certain limits from the same facilities.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
We responded to and mitigated the impact of these incidents.
In addition, laws and regulations governing cybersecurity, data privacy, and the unauthorized disclosure of confidential or protected information pose increasingly complex compliance challenges, and failure to comply with these laws could result in penalties and legal liability.
Our ability to declare and pay dividends and repurchase shares is subject to certain considerations and we may be unable to meet our capital return framework goal of returning at least 50% of annual free cash flow to shareholders through dividends and share repurchases, which could decrease expected returns on an investment in our stock.
Our capital return framework includes a goal of returning at least 50% of annual free cash flow (cash flow from operations less capital expenditures plus proceeds from sales of property, plant, and equipment) to our shareholders through dividends and share repurchases.
Dividends and share repurchases are authorized and determined by our Board of Directors at its sole discretion and depend upon a number of factors, including our financial results, cash requirements, and future prospects, as well as such other factors deemed relevant by our Board of Directors.
We can provide no assurance that we will pay dividends or make share repurchases in accordance with our capital return framework goal or at all.
Any elimination of, or downward revision in, our dividend payout or share repurchase program could have an adverse effect on the market price of our common stock.
Meeting our capital return framework goal requires us to generate consistent free cash flow and have available capital in the years ahead in an amount sufficient to enable us to continue investing in organic and inorganic growth as well as to return a significant portion of the cash generated to shareholders in the form of dividends and share repurchases.
Also, our cash flow fluctuates over the course of the year, so, although our goal is to return at least 50% of annual free cash flow to shareholders, that is an average over a year and the dividends paid, the number of shares repurchased, and the amount of free cash flow returned in any quarter during the year will vary and may be more or less than 50%.
We may not meet this goal if we use our available cash to satisfy other priorities, if we have insufficient funds available to pay dividends and to repurchase shares, or if our Board of Directors determines to change or discontinue dividend payments or share repurchases.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1(a) \| Risk Factors | | |
HAL 2022 FORM 10-K | 19
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
\- oil and natural gas prices, including volatility of oil and natural gas prices and expectations regarding future prices;
During 2014, the United States and European Union imposed sectoral sanctions directed at Russia’s oil and gas industry.
Among other things, these sanctions restrict the provision of U.S. and EU goods, services, and technology in support of exploration or production for deep water, Arctic offshore, or shale projects that have the potential to produce oil in Russia.
These sanctions resulted in our winding down and ending work on two projects in Russia in 2014 and have prevented us from pursuing certain other projects in Russia.
In 2017 and 2018, the U.S. Government imposed additional sanctions against Russia, Russia’s oil and gas industry, and certain Russian companies.
In connection with increasing tensions between Russia and the United States regarding Russia’s intentions with respect to Ukraine, the United States has threatened to impose aggressive additional sanctions against Russia if Russia invades Ukraine.
Our ability to engage in certain future projects in Russia or involving certain Russian customers is dependent upon whether or not our involvement in such projects is restricted under U.S. or EU sanctions laws and the extent to which any of our current or prospective operations in Russia or with certain Russian customers may be subject to those laws.
Those laws may change from time to time, and any expansion of sanctions against Russia’s oil and gas industry could further hinder our ability to do business in Russia or with certain Russian customers, which could have a material adverse effect on our consolidated results of operations.
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 had 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.
Some form of these recommendations may become applicable to operations on U.S. federal leases, which could have a negative effect on exploration and production of oil and natural gas given the increased costs associated with any such changes.
The COVID-19 pandemic and related economic repercussions could have a material adverse effect on our business, liquidity, consolidated results of operations, and consolidated financial condition.
The COVID-19 pandemic and related economic repercussions created significant volatility, uncertainty, and turmoil in the oil and gas industry during the last two years.
Since the onset of the pandemic in early 2020, these events directly affected our business and exacerbated the negative impact from many of the risks our business is subject to, including those relating to the worldwide demand for oil and natural gas, our customers' capital spending and the impact on oil and natural gas prices.
In addition, the pandemic and efforts to mitigate its spread have resulted in logistical challenges to our operations, including travel restrictions that prevent our personnel from commuting to certain facilities and job sites.
These logistical challenges could increase if the pandemic worsens or persists.
Oil demand during 2020 and 2021 was substantially less than demand in 2019 as a result of the virus and corresponding measures taken around the world to mitigate its spread.
Though demand began to increase during the latter part of 2021, a worsening of the virus could result in an increase in mitigation efforts and a reduction in demand for oil and gas and our services and products.
Given the nature and significance of the events described above, we are not able to enumerate all related potential risks to our business; however, we believe that in addition to the impacts described above, other current and potential impacts of these recent events include, but are not limited to:
- disruption to our supply chain for raw materials essential to our business, including restrictions on importing and exporting products and inflationary pressures;
- notices from customers, suppliers, and other third parties arguing that their non-performance under our contracts with them is permitted as a result of force majeure or other reasons;
- liquidity challenges, including impacts related to delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies;
- a credit rating downgrade of our corporate debt and potentially higher borrowing costs in the future;
- cybersecurity issues, as digital technologies may become more vulnerable and experience a higher rate of cyberattacks in the current environment of remote connectivity;
- litigation risk and possible loss contingencies related to COVID-19 and its impact, including with respect to commercial contracts, employee matters, and insurance arrangements;
- additional costs associated with rationalization of our portfolio of real estate facilities, including possible exit of leases and facility closures to align with expected activity and workforce capacity;
- additional asset impairments, including an impairment of the carrying value of our goodwill, along with other accounting charges;
- infections and quarantining of our employees and the personnel of our customers, suppliers, and other third parties in areas in which we operate;
- actions undertaken by national, regional, and local governments and health officials to contain COVID-19 or treat its effects; and
- a structural shift in the global economy and its demand for oil and natural gas as a result of changes in the way people work, travel, and interact, or in connection with a global recession or depression.
Given the dynamic nature of these events, we cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist or any changes in their severity, the full extent of the impact they will have on our business, financial condition, results of operations or cash flows or the pace or extent of any recovery.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview.”
We detected and remediated all of these incidents.
An excerpt. Shown here: 40 of 51 rewritten, all 27 added and all 35 removed. The counts are complete. For every sentence, read Item 1. (a). Risk Factors. in the FY2022 filing and the FY2021 filing.
Cover and table of contents
90 rewritten, 61 added, 21 removed, 248 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
The aggregate market value of Halliburton Company Common Stock held by non-affiliates on June 30, [removed: 2021,] [added: 2022,] determined using the per share closing price on the New York Stock Exchange Composite tape of [removed: $23.12] [added: $31.36] on that date, was approximately [removed: $18.2] [added: $25.2] billion.
As of January [removed: 28, 2022,] [added: 31, 2023,] there were [removed: 898,571,517] [added: 904,081,200] shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.
Portions of the Halliburton Company Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders (File No. 001-03492) are incorporated by reference into Part III of this report.
For the Year Ended December 31, [removed: 2021][added: 2022]
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| [Item [removed: 15.](#if1eccfa35129478f8c036332bba2c034_196)] [added: 15.](#i25a3119f4a704506959f9f69b29f0d3b_199)] | | | [removed: [Exhibits](#if1eccfa35129478f8c036332bba2c034_196)] [added: [Exhibits](#i25a3119f4a704506959f9f69b29f0d3b_199)] | | | [removed: [70](#if1eccfa35129478f8c036332bba2c034_196)] [added: [71](#i25a3119f4a704506959f9f69b29f0d3b_199)] | | |
| [Item [removed: 16.](#if1eccfa35129478f8c036332bba2c034_199)] [added: 16.](#i25a3119f4a704506959f9f69b29f0d3b_202)] | | | [Form 10-K [removed: Summary](#if1eccfa35129478f8c036332bba2c034_199)] [added: Summary](#i25a3119f4a704506959f9f69b29f0d3b_202)] | | | [removed: [76](#if1eccfa35129478f8c036332bba2c034_199)] [added: [77](#i25a3119f4a704506959f9f69b29f0d3b_202)] | | |
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 1 \| Business | | |
With [removed: over 40,000] [added: approximately 45,000] employees, representing 130 nationalities in more than 70 countries, we help our customers maximize asset value throughout the lifecycle of the reservoir - from locating hydrocarbons and managing geological data, to drilling and formation evaluation, well construction and completion, and optimizing production throughout the life of the asset.
| | | | [Results of Operations in 2022 Compared to 2021](#i25a3119f4a704506959f9f69b29f0d3b_52) | | | [29](#i25a3119f4a704506959f9f69b29f0d3b_52) | | |
| [SIGNATURES](#i25a3119f4a704506959f9f69b29f0d3b_205) | | | | | | [78](#i25a3119f4a704506959f9f69b29f0d3b_205) | | |
2022 Highlights
\- *Financial*: Our total revenue increased 33% in 2022 as compared to 2021.
Our International revenue increased 20% and our North America revenue increased 51% in 2022 compared to 2021, with improved margins driven by increased activity and pricing gains.
We generated strong cash flows from operations and retired $1.2 billion of debt.
\- *Sustainability and energy mix transition*: We were named to the Dow Jones Sustainability Index (DJSI), which recognizes the top 10% most sustainable companies per industry.
The DJSI uses environmental, social and governance (ESG) criteria to measure and rank the performance of best-in-class companies selected for its list.
When compared to our peers, we ranked in the 98th percentile and received high marks in the Human Capital Development, Risk & Crisis Management, and Business Ethics categories.
Additionally, we added nine new participating companies to Halliburton Labs, our clean energy accelerator.
2023 Focus
\- *International*: Allocate our capital to the highest return opportunities and increase our international growth in both onshore and offshore markets.
\- *North America*: Maximize value by utilizing our premium low-emissions equipment and automated and intelligent fracturing technologies to drive higher margins through better pricing and increased efficiency.
\- *Sustainability and energy mix transition*: Continue to:
- Leverage the increasing number of participants in and scope of Halliburton Labs to gain insight into developing value chains in the energy mix transition;
- Develop technologies and solutions to lower our own emissions; and
- Grow our participation in the entire life cycle of carbon capture and storage, hydrogen, and geothermal projects globally.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
In 2022, 92% of our workforce and 85% of management were localized, full-time employees not classified as expatriates or commuters.
In 2022, 13% of our workforce and 13% of our managers, which includes employees with job levels of supervisor, coordinator and above, were female.
In 2022, we saw a 31% increase in female candidates on replacement charts since 2020.
Notably, according to a survey we conducted in 2022, 96% of our employees feel the work they do everyday matters.
In 2022, we enhanced healthcare benefits and expenditure planning for United States employees with refreshed medical plans, enhancements to surrogacy allowance, legal plans, pharmacy advocacy programs, and a global business travel accident program.
In 2022, we continued to expand our Employee Assistance Program (EAP) and now all Halliburton employees and their families around the globe have access to EAP and best-in-class mental health support services in their local markets.
Safety is a Halliburton core value.
In 2022, we focused on risk management, refreshed primary scorecard metrics, and continued the evolution of our incident investigation program.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 1 \| Business | | |
Directors of the Registrant
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Name | | | Title and company | | |
| | | | | | | | | |
| | | | William E. Albrecht | | | President of Moncrief Energy, LLC | | |
| | | | | | | | | |
| | | | M. Katherine Banks | | | President of Texas A&M University | | |
| | | | [Results of Operations in 2020 Compared to 2019](#if1eccfa35129478f8c036332bba2c034_55) | | | [30](#if1eccfa35129478f8c036332bba2c034_55) | | |
| [SIGNATURES](#if1eccfa35129478f8c036332bba2c034_202) | | | | | | [77](#if1eccfa35129478f8c036332bba2c034_202) | | |
2021 Highlights
\- *Financial*: Internationally we delivered profitable growth with revenue and operating income increasing every quarter in 2021.
In North America, strong operating leverage allowed us to maximize the value of our business as U.S. land activity rebounded.
\- *Sustainable energy*: We announced our science-based emission reduction targets, added eleven new participating companies to Halliburton Labs, our clean energy accelerator, and were named to the Dow Jones Sustainability Index North America for Energy Equipment and Services, which highlights the top 10% most sustainable North America companies in identified industries as determined by S&P Global through their Corporate Sustainability Assessment.
2022 Focus
\- *International*: Allocate our capital to the highest return opportunities, continue investing in digital technologies that maximize our asset value to drive profitable growth, and increase our international growth in our specialty chemicals and artificial lift businesses.
\- *North America*: Continue to build on the operating leverage we have created, maximize cash flow by utilizing our premium low-emissions equipment, and continue developing differentiated technologies focused around the wellbore.
In 2021, 92% of our workforce and 86% of management was localized.
In 2021, 13% of our workforce and 13% of our managers were female.
We have more than 8,000 employees in management roles.
In 2021, we identified approximately 18,000 potential successors for our managers during succession management planning.
Notably, according to a survey we conducted in 2021, 87% of our employees felt that Halliburton and their colleagues value their unique traits and ways of working.
In 2021, we enhanced healthcare benefits for United States employees to help them better plan for medical expenditures and to obtain additional support in getting second medical opinions and navigating health plans.
In response to ongoing mental health concerns related to the COVID-19 pandemic, we expanded our Employee Assistance Program (EAP) from six countries to 43 countries worldwide.
By the end of 2021, more than 32,000 employees had access to the EAP compared to approximately 14,500 in 2020.
Safety in the workplace is one of our highest priorities.
In 2021, we enhanced risk management processes, incident investigations, and training, including options for virtual training when feasible.
| | | | Vice President of Investor Relations of Halliburton Company, April 2016 to November 2018 | | | | | |
| | | | | | | Member of the Board of Directors and President of Halliburton Company, August 2014 to May 2017 | | |
An excerpt. Shown here: 40 of 90 rewritten, 40 of 61 added and all 21 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 2. Properties.
3 rewritten, 0 added, 0 removed, 6 unchanged
We also have numerous small facilities that include sales, [removed: project] [added: project,] and support offices, and bulk storage facilities throughout the world.
–*Completion and Production:* Arbroath, United Kingdom; Duncan, Oklahoma; Johor Bahru, Malaysia; [added: Jubail, Saudi Arabia;] Lafayette, Louisiana; [removed: Rio de Janeiro, Brazil;] and Singapore
–*Shared/corporate facilities:* Bangalore, India; Carrollton, Texas; Dhahran, Saudi Arabia; Dubai, United Arab Emirates; Houston, Texas (corporate executive offices); Kuala Lumpur, Malaysia; London, England; [removed: Moscow, Russia;] Panama City, Panama; Pune, India; [added: Rio de Janeiro, Brazil;] and Tananger, Norway
Item 4. Mine Safety Disclosures.
2 rewritten, 0 added, 0 removed, 5 unchanged
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 18][added: 20]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | Item 5 \| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
10 rewritten, 7 added, 7 removed, 15 unchanged
The following graph and table compare total shareholder return on our common stock for the five-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] and the reinvestment of all dividends.
[removed: ][added: ]
| | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 19][added: 21]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | Item 5 \| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | |
At January [removed: 28, 2022,] [added: 31, 2023,] we had [removed: 10,582] [added: 10,161] shareholders of record.
The following table is a summary of repurchases of our common stock during the three-month period ended December 31, [removed: 2021.][added: 2022.]
| (a) | | | [removed: All of] [added: Of] the [removed: 213,964] [added: 6,966,920] shares purchased during the three-month period ended December 31, [removed: 2021] [added: 2022, 182,305] were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants. These shares were not part of a publicly announced program to purchase common stock. | | | | | | | | | | | | | | |
| (b) | | | Our Board of Directors has authorized a plan to repurchase a specified dollar amount of our common stock from time to time. Approximately [removed: $5.1] [added: $4.9] billion remained authorized for repurchases as of December 31, [removed: 2021.] [added: 2022.] From the inception of this program in February 2006 through December 31, [removed: 2021,] [added: 2022,] we repurchased approximately [removed: 224] [added: 231] million shares of our common stock for a total cost of approximately [removed: $9.0] [added: $9.3] billion. | | | | | | | | | | | | | | |
| Halliburton | | | $ | 100.00 | | $ | 55.43 | | $ | 52.27 | | $ | 41.35 | | $ | 49.74 | | $ | 87.30 | |
| Philadelphia Oil Service Index (OSX) | | | 100.00 | | | 54.78 | | | 54.48 | | | 31.56 | | | 38.10 | | | 61.53 | | |
| Standard & Poor’s 500 ® Index | | | 100.00 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.88 | | |
| October 1 - 31 | | | | | | 346,900 | | | $35.74 | | | 337,500 | | | $5,087,863,791 | | |
| November 1 - 30 | | | | | | 4,044,166 | | | $37.31 | | | 4,015,334 | | | $4,938,012,529 | | |
| December 1 - 31 | | | | | | 2,575,854 | | | $36.29 | | | 2,431,781 | | | $4,850,008,094 | | |
| Total | | | | | | 6,966,920 | | | $36.85 | | | 6,784,615 | | | | | |
| Halliburton | | | $ | 100.00 | | $ | 91.76 | | $ | 80.87 | | $ | 47.96 | | $ | 37.94 | | $ | 45.64 | |
| Philadelphia Oil Service Index (OSX) | | | 100.00 | | | 82.80 | | | 45.36 | | | 45.11 | | | 26.13 | | | 31.55 | | |
| Standard & Poor’s 500 ® Index | | | 100.00 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 | | |
| October 1 - 31 | | | | | | 23,040 | | | $23.68 | | | — | | | $5,100,008,081 | | |
| November 1 - 30 | | | | | | 24,133 | | | $25.05 | | | — | | | $5,100,008,081 | | |
| December 1 - 31 | | | | | | 166,791 | | | $22.22 | | | — | | | $5,100,008,081 | | |
| Total | | | | | | 213,964 | | | $22.69 | | | — | | | | | |
Item 6. (Reserved)
2 rewritten, 0 added, 0 removed, 2 unchanged
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 20][added: 22]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 7 \| Executive Overview | | |
Item 8. Financial Statements and Supplementary Data.
420 rewritten, 141 added, 80 removed, 709 unchanged
| [Management’s Report on Internal Control Over Financial [removed: Reporting](#if1eccfa35129478f8c036332bba2c034_79)] [added: Reporting](#i25a3119f4a704506959f9f69b29f0d3b_76)] | | | [removed: [37](#if1eccfa35129478f8c036332bba2c034_79)] [added: [38](#i25a3119f4a704506959f9f69b29f0d3b_76)] | | | | | |
| [Reports of Independent Registered Public Accounting [removed: Firm](#if1eccfa35129478f8c036332bba2c034_82)] [added: Firm](#i25a3119f4a704506959f9f69b29f0d3b_79)] | | | [removed: [38](#if1eccfa35129478f8c036332bba2c034_82)] [added: [39](#i25a3119f4a704506959f9f69b29f0d3b_79)] | | | | | |
| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if1eccfa35129478f8c036332bba2c034_85)] [added: 2020](#i25a3119f4a704506959f9f69b29f0d3b_82)] | | | [removed: [41](#if1eccfa35129478f8c036332bba2c034_85)] [added: [42](#i25a3119f4a704506959f9f69b29f0d3b_82)] | | | | | |
| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if1eccfa35129478f8c036332bba2c034_88)] [added: 2020](#i25a3119f4a704506959f9f69b29f0d3b_85)] | | | [removed: [42](#if1eccfa35129478f8c036332bba2c034_88)] [added: [43](#i25a3119f4a704506959f9f69b29f0d3b_85)] | | | | | |
| [Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#if1eccfa35129478f8c036332bba2c034_91)] [added: 2021](#i25a3119f4a704506959f9f69b29f0d3b_88)] | | | [removed: [43](#if1eccfa35129478f8c036332bba2c034_91)] [added: [44](#i25a3119f4a704506959f9f69b29f0d3b_88)] | | | | | |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if1eccfa35129478f8c036332bba2c034_94)] [added: 2020](#i25a3119f4a704506959f9f69b29f0d3b_91)] | | | [removed: [44](#if1eccfa35129478f8c036332bba2c034_94)] [added: [45](#i25a3119f4a704506959f9f69b29f0d3b_91)] | | | | | |
| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if1eccfa35129478f8c036332bba2c034_97)] [added: 2020](#i25a3119f4a704506959f9f69b29f0d3b_94)] | | | [removed: [45](#if1eccfa35129478f8c036332bba2c034_97)] [added: [46](#i25a3119f4a704506959f9f69b29f0d3b_94)] | | | | | |
| [Note 1. Description of Company and Significant Accounting [removed: Policies](#if1eccfa35129478f8c036332bba2c034_103)] [added: Policies](#i25a3119f4a704506959f9f69b29f0d3b_100)] | | | [removed: [46](#if1eccfa35129478f8c036332bba2c034_103)] [added: [47](#i25a3119f4a704506959f9f69b29f0d3b_100)] | | | | | |
| [Note 2. Impairments and Other [removed: Charges](#if1eccfa35129478f8c036332bba2c034_106)] [added: Charges](#i25a3119f4a704506959f9f69b29f0d3b_103)] | | | [removed: [49](#if1eccfa35129478f8c036332bba2c034_106)] [added: [50](#i25a3119f4a704506959f9f69b29f0d3b_103)] | | | | | |
| [Note 3. Business Segment and Geographic [removed: Information](#if1eccfa35129478f8c036332bba2c034_109)] [added: Information](#i25a3119f4a704506959f9f69b29f0d3b_106)] | | | [removed: [50](#if1eccfa35129478f8c036332bba2c034_109)] [added: [50](#i25a3119f4a704506959f9f69b29f0d3b_106)] | | | | | |
| [Note 8. Property, Plant and [removed: Equipment](#if1eccfa35129478f8c036332bba2c034_133)] [added: Equipment](#i25a3119f4a704506959f9f69b29f0d3b_130)] | | | [removed: [55](#if1eccfa35129478f8c036332bba2c034_133)] [added: [56](#i25a3119f4a704506959f9f69b29f0d3b_130)] | | | | | |
| [Note 10. Commitments and [removed: Contingencies](#if1eccfa35129478f8c036332bba2c034_145)] [added: Contingencies](#i25a3119f4a704506959f9f69b29f0d3b_142)] | | | [removed: [57](#if1eccfa35129478f8c036332bba2c034_145)] [added: [57](#i25a3119f4a704506959f9f69b29f0d3b_142)] | | | | | |
| [Note 11. Income [removed: Taxes](#if1eccfa35129478f8c036332bba2c034_148)] [added: Taxes](#i25a3119f4a704506959f9f69b29f0d3b_145)] | | | [removed: [57](#if1eccfa35129478f8c036332bba2c034_148)] [added: [58](#i25a3119f4a704506959f9f69b29f0d3b_145)] | | | | | |
| [Note 12. Shareholders’ [removed: Equity](#if1eccfa35129478f8c036332bba2c034_151)] [added: Equity](#i25a3119f4a704506959f9f69b29f0d3b_148)] | | | [removed: [60](#if1eccfa35129478f8c036332bba2c034_151)] [added: [60](#i25a3119f4a704506959f9f69b29f0d3b_148)] | | | | | |
| [Note 13. Stock-based [removed: Compensation](#if1eccfa35129478f8c036332bba2c034_154)] [added: Compensation](#i25a3119f4a704506959f9f69b29f0d3b_151)] | | | [removed: [61](#if1eccfa35129478f8c036332bba2c034_154)] [added: [61](#i25a3119f4a704506959f9f69b29f0d3b_151)] | | | | | |
| [Note 14. Income per [removed: Share](#if1eccfa35129478f8c036332bba2c034_160)] [added: Share](#i25a3119f4a704506959f9f69b29f0d3b_157)] | | | [removed: [63](#if1eccfa35129478f8c036332bba2c034_160)] [added: [64](#i25a3119f4a704506959f9f69b29f0d3b_157)] | | | | | |
| [Note 15. Financial Instruments and Risk [removed: Management](#if1eccfa35129478f8c036332bba2c034_163)] [added: Management](#i25a3119f4a704506959f9f69b29f0d3b_160)] | | | [removed: [63](#if1eccfa35129478f8c036332bba2c034_163)] [added: [64](#i25a3119f4a704506959f9f69b29f0d3b_160)] | | | | | |
| [Note 16. Retirement [removed: Plans](#if1eccfa35129478f8c036332bba2c034_169)] [added: Plans](#i25a3119f4a704506959f9f69b29f0d3b_166)] | | | [removed: [65](#if1eccfa35129478f8c036332bba2c034_169)] [added: [66](#i25a3119f4a704506959f9f69b29f0d3b_166)] | | | | | |
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 36][added: 37]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_76)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_73)] | | | | | | | | |
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: 2021] [added: 2022] 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: 2021,] [added: 2022,] our internal control over financial reporting is effective.
The effectiveness of Halliburton’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 37][added: 38]
We have audited the accompanying consolidated balance sheets of Halliburton Company and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 4, 2022] [added: 7, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
As of December 31, [removed: 2021,] [added: 2022,] the Company had gross deferred tax assets of [removed: $3.8] [added: $3.7] billion and a related valuation allowance of [removed: $0.9] [added: $0.8] billion.
The evaluation of the realizability of domestic deferred tax assets, specifically related to [removed: domestic net operating loss carryforwards and] foreign tax credits, required subjective auditor judgment to assess the forecasts of future taxable income over the periods in which those temporary differences become deductible.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 38][added: 39]
We also evaluated the Company’s history of realizing domestic deferred tax assets by evaluating the expiration of [removed: domestic net operating loss carryforwards and] foreign tax credits.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 39][added: 40]
We have audited Halliburton Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control* \- *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control* \- *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 4, 2022] [added: 7, 2023] expressed an unqualified opinion on those consolidated financial statements.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 40][added: 41]
| *Millions of dollars and shares except per share data* | | | | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |
| Services | | | | | | $ | [removed: 10,989] [added: 14,749] | | $ | [removed: 10,203] [added: 10,989] | | $ | [removed: 16,884] [added: 10,203] | |
| Product sales | | | | | | [removed: 4,306] [added: 5,548] | | | [removed: 4,242] [added: 4,306] | | | [removed: 5,524] [added: 4,242] | | |
| Total revenue | | | | | | [removed: 15,295] [added: 20,297] | | | [removed: 14,445] [added: 15,295] | | | [removed: 22,408] [added: 14,445] | | |
| [Note 4. Revenue](#i25a3119f4a704506959f9f69b29f0d3b_112) | | | [52](#i25a3119f4a704506959f9f69b29f0d3b_112) | | | | | |
| [Note 5. Receivables](#i25a3119f4a704506959f9f69b29f0d3b_118) | | | [53](#i25a3119f4a704506959f9f69b29f0d3b_118) | | | | | |
| [Note 6. Leases](#i25a3119f4a704506959f9f69b29f0d3b_124) | | | [54](#i25a3119f4a704506959f9f69b29f0d3b_124) | | | | | |
| [Note 7. Inventories](#i25a3119f4a704506959f9f69b29f0d3b_127) | | | [56](#i25a3119f4a704506959f9f69b29f0d3b_127) | | | | | |
| [Note 9. Debt](#i25a3119f4a704506959f9f69b29f0d3b_136) | | | [57](#i25a3119f4a704506959f9f69b29f0d3b_136) | | | | | |
| [Note 17. New Accounting Pronouncements](#i25a3119f4a704506959f9f69b29f0d3b_175) | | | [68](#i25a3119f4a704506959f9f69b29f0d3b_175) | | | | | |
| /s/ Jeffrey A. Miller | | | | | | /s/ Eric J. Carre | | |
| Jeffrey A. Miller | | | | | | Eric J. Carre | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
February 7, 2023
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
February 7, 2023
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
| Diluted net income per share | | | | | | $ | 1.73 | | $ | 1.63 | | $ | (3.34) | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
| Net income (loss) | | | | | | $ | 1,595 | | $ | 1,468 | | $ | (2,942) | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | | | | | | |
| Net income | | | | | | — | | | — | | | — | | | 1,572 | | | — | | | 23 | | | 1,595 | | |
| Stock plans | | | | | | (1) | | | 18 | | | 653 | | | (275) | | | — | | | — | | | 395 | | |
| Balance at December 31, 2022 | | | | | | $ | 2,664 | | $ | 50 | | $ | (5,108) | | $ | 10,572 | | $ | (230) | | $ | 29 | | $ | 7,977 | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | Item 8 \| Notes to Consolidated Financial Statements | | | | | |
| Current year acquisitions | | | 8 | | | — | | | 8 | | |
| Balance at December 31, 2022: | | | $ | 2,020 | | $ | 809 | | $ | 2,829 | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | Item 8 \| Notes to Consolidated Financial Statements | | | | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | Item 8 \| Notes to Consolidated Financial Statements | | | | | |
| Receivables | | | $ | 202 | | $ | — | | $ | — | |
During the year ended December 31, 2022, due to Russia's invasion of Ukraine and resulting sanctions imposed on Russia, we made the decision to sell our Russian operations and completed the sale in the third quarter of 2022.
We wrote down the disposal group to fair value less costs to sell, which resulted in a pre-tax charge of $344 million.
Of this pre-tax charge, approximately $131 million was attributable to our Completion and Production segment, approximately $178 million was attributable to our Drilling and Evaluation segment, and $35 million was selling costs and was attributable to Corporate and other.
We no longer conduct operations in Russia.
Additionally, during the first quarter of 2022, we recorded a pre-tax charge of $22 million primarily related to the write down of all our assets in Ukraine.
Included in this charge is a $16 million allowance for credit loss as we do not expect to collect our receivables in Ukraine.
Long-lived asset impairments include impairments of property, plant, and equipment.
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_73) | | | Item 8 \| Notes to Consolidated Financial Statements | | | | | |
| Impairments and other charges (b) | | | | | | (366) | | | (12) | | | (3,799) | | |
| Loss on early extinguishment of debt | | | | | | (42) | | | — | | | (168) | | |
| Other, net | | | | | | (180) | | | (79) | | | (111) | | |
| [Note 4. Revenue](#if1eccfa35129478f8c036332bba2c034_115) | | | [51](#if1eccfa35129478f8c036332bba2c034_115) | | | | | |
| [Note 5. Receivables](#if1eccfa35129478f8c036332bba2c034_121) | | | [52](#if1eccfa35129478f8c036332bba2c034_121) | | | | | |
| [Note 6. Leases](#if1eccfa35129478f8c036332bba2c034_127) | | | [53](#if1eccfa35129478f8c036332bba2c034_127) | | | | | |
| [Note 7. Inventories](#if1eccfa35129478f8c036332bba2c034_130) | | | [55](#if1eccfa35129478f8c036332bba2c034_130) | | | | | |
| [Note 9. Debt](#if1eccfa35129478f8c036332bba2c034_139) | | | [56](#if1eccfa35129478f8c036332bba2c034_139) | | | | | |
| /s/ Jeffrey A. Miller | | | | | | /s/ Lance Loeffler | | |
| Jeffrey A. Miller | | | | | | Lance Loeffler | | |
February 4, 2022
| Basic and diluted income (loss) per share attributable to company shareholders: | | | | | | | | | | | | | | |
| Balance at December 31, 2018 | | | | | | $ | 2,671 | | $ | 211 | | $ | (6,744) | | $ | 13,739 | | $ | (355) | | $ | 22 | | $ | 9,544 | |
| Net income (loss) | | | | | | — | | | — | | | — | | | (1,131) | | | — | | | 2 | | | (1,129) | | |
| Stock plans | | | | | | (2) | | | (67) | | | 417 | | | — | | | — | | | — | | | 348 | | |
| Balance at December 31, 2019: | | | $ | 2,039 | | $ | 773 | | $ | 2,812 | |
| Joint venture costs | | | — | | | — | | | 154 | | |
We reclassified this business to assets held and used in the consolidated balance sheet as of September 30, 2021.
Beginning October 1, 2021, all depreciation and amortization expense associated with this business was included in operating costs and expenses on our consolidated statements of operations.
We elected to account for our investment under the fair value option using an income approach.
We believe the election of the fair value option aligns the accounting treatment with our interest in the real estate held by the unconsolidated subsidiary.
Pursuant to a master lease agreement, the properties are subject to initial lease terms of either twelve or fifteen years, we have the option to extend the term on each property for two additional terms of five years each thereafter and the rent payments are subject to an annual rent escalator of 1.35%.
For the year ended December 31, 2019, the $1.6 billion of long-lived asset impairments consisted of the following: $759 million attributable to hydraulic fracturing equipment, the majority of which was located in North America; $243 million related to legacy drilling equipment; $215 million related to real estate owned and classified as held for sale; $139 million related to right-of-use assets associated with operating leases; $98 million related to intangible assets; and $148 million of other fixed asset impairments.
We also rationalized our portfolio of existing joint ventures and recorded resulting charges within "Joint venture costs" in the table above.
| Total | | | | | | $ | 904 | | $ | 1,058 | | $ | 1,625 | |
| (b) | | | Impairments and other charges are as follows: \-For the year ended December 31, 2021, amount includes approximately $42 million attributable to Completion and Production, $9 million attributable to Drilling and Evaluation, and a $39 million net gain attributable to Corporate and other. \-For the year ended December 31, 2020, amount includes approximately $2.4 billion attributable to Completion and Production, $1.4 billion attributable to Drilling and Evaluation, and $62 million attributable to Corporate and other. \-For the year ended December 31, 2019, amount includes approximately $1.6 billion attributable to Completion and Production, $849 million attributable to Drilling and Evaluation, and $56 million attributable to Corporate and other. | | | | | | | | | | | |
| Total | | | $ | 4,326 | | $ | 4,325 | |
| | | | Year ended December 31, 2020 | | | 776 | | | 58 | | | (10) | | | 824 | | |
We adopted a comprehensive new lease accounting standard effective January 1, 2019.
The details of the significant changes to our accounting policies resulting from the adoption of the new standard are set out below.
We adopted the standard using the optional modified retrospective transition method.
The adoption of this standard did not materially impact our consolidated results of operations for the year ended December 31, 2019.
During the year ended December 31, 2021, we completed a sale-leaseback transaction, which resulted in an increase of our operating right-of-use assets and operating lease liabilities of $276 million.
| 2022 | | | $ | 288 | | $ | 63 | |
| 2023 | | | 198 | | | 61 | | |
| 2024 | | | 136 | | | 47 | | |
| 2025 | | | 105 | | | 36 | | |
| Thereafter | | | 624 | | | 15 | | |
| Total | | | $ | 1,085 | | $ | 111 | |
These charges primarily consisted of the disposal of excess inventory, including drilling fluids and other chemicals, and write-downs in which some of our inventory cost exceeded its market value.
| 3.25% senior notes due November 2021 | | | — | | | 500 | | |
| 8.75% senior debentures due February 2021 | | | — | | | 185 | | |
| Short-term borrowings and current maturities of long-term debt | | | (11) | | | (695) | | |
An excerpt. Shown here: 40 of 420 rewritten, 40 of 141 added and 40 of 80 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2022 filing and the FY2021 filing.
Item 9. (a). Controls and Procedures.
5 rewritten, 0 added, 0 removed, 11 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: 2021] [added: 2022] to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
See page [removed: 37] [added: 38] 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: 2021] [added: 2022] FORM 10-K | [removed: 68][added: 69]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | Item 10 \| Directors, Executive Officers and Corporate Governance | | | | | |
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: 2022] [added: 2023] 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 [added: directors and] executive officers of the Registrant is included under Part I on [removed: page] [added: pages] 8 [added: and 9] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2021,”] [added: 2022,”] “Outstanding Equity Awards at Fiscal Year End [removed: 2021,” “2021] [added: 2022,” “2022] Option Exercises and Stock Vested,” [removed: “2021] [added: “2022] Nonqualified Deferred Compensation,” “Employment Contracts and Change-in-Control Arrangements,” “Post-Termination or Change-in-Control Payments,” “Equity Compensation Plan Information,” [removed: and] “Directors’ [removed: Compensation.”][added: Compensation,” and “Pay Versus Performance.”]
Item 12. (a). Security Ownership of Certain Beneficial Owners.
2 rewritten, 1 added, 0 removed, 7 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and Management.”
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Equity Compensation Plan Information.”
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2023 Annual Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and Management.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Corporate Governance” to the extent any disclosure is required, and under the caption “The Board of Directors and Standing Committees of Directors.”
Item 14. Principal Accounting Fees and Services.
3 rewritten, 0 added, 0 removed, 3 unchanged
This information is incorporated by reference to the Halliburton Company Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders (File No. 001-03492) under the caption “Fees Paid to KPMG LLP.” Our independent registered public accounting firm is KPMG LLP, Houston, TX PCAOB ID:185.
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 69][added: 70]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 15 \| Exhibits | | |
Item 15. Exhibits.
74 rewritten, 11 added, 11 removed, 148 unchanged
| | | | 3.2 | | | [By-laws of Halliburton Company revised effective December [removed: 7, 2017] [added: 8, 2022] (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed December 12, [removed: 2017,] [added: 2022,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501217000285/amendedbylaws.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501222000070/exhibit31by-laws12x08x22.htm)] | | |
| | | | [removed: 4.2] [added: 4.1] | | | [removed: [Senior] [added: [Second Senior] Indenture dated as of [removed: January 2, 1991] [added: 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 [removed: 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),] [added: Trustee,] as supplemented and amended by the First Supplemental Indenture dated as of December [added: 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 [removed: 4.1] [added: 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) | | |
| | | | [removed: 4.4] [added: 4.2] | | | [removed: [Second Senior] [added: [Third Supplemental] Indenture dated as of [removed: December] [added: August] 1, [removed: 1996] [added: 1997] between [removed: the Predecessor] [added: Halliburton] and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, [removed: as supplemented and amended by the First Supplemental Indenture dated as of December 5, 1996 between the Predecessor and the Trustee and] [added: to] the Second [removed: Supplemental] [added: Senior] Indenture dated as of December [removed: 12,] [added: 1,] 1996 [removed: among the Predecessor, Halliburton and the Trustee] (incorporated by reference to Exhibit [removed: 4.2 of] [added: 4.7 to] Halliburton’s [removed: Registration Statement on] Form [removed: 8-B dated] [added: 10-K for the year ended] December [removed: 12, 1996,] [added: 31, 1998,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000898430-96-005722.txt)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000045012-99-000005.txt)] | | |
| | | | [removed: 4.5] [added: 4.3] | | | [removed: [Third] [added: [Fourth] Supplemental Indenture dated as of [removed: August 1, 1997] [added: 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 [removed: 4.7] [added: 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) | | |
| | | | [removed: 4.6] [added: 4.11] | | | [removed: [Fourth] [added: [Second] Supplemental Indenture dated as of [removed: September 29, 1998] [added: December 15, 2003] between Halliburton [added: Company] and The Bank of New York Trust Company, N.A. (as successor to [removed: Texas Commerce Bank National Association),] [added: JPMorgan Chase Bank),] as Trustee, to the [removed: Second] Senior Indenture dated as of [removed: December 1, 1996] [added: October 17, 2003] (incorporated by reference to Exhibit [removed: 4.8] [added: 4.27] to Halliburton’s Form 10-K for the year ended December 31, [removed: 1998,] [added: 2003,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/0000045012-99-000005.txt)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501204000086/exh4_27.txt)] | | |
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 70][added: 71]
| [Table of [removed: Contents](#if1eccfa35129478f8c036332bba2c034_7)] [added: Contents](#i25a3119f4a704506959f9f69b29f0d3b_7)] | | | | | | Item 15 \| Exhibits | | |
| | | | [removed: 4.7] [added: 4.4] | | | [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) | | |
| | | | [removed: 4.8] [added: 4.5] | | | [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) | | |
| | | | [removed: 4.9] [added: 4.6] | | | 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. | | |
| | | | [removed: 4.10] [added: 4.7] | | | [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) | | |
| | | | [removed: 4.11] [added: 4.8] | | | [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) | | |
| | | | [removed: 4.12] [added: 4.9] | | | [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) | | |
| | | | [removed: 4.13] [added: 4.10] | | | [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) | | |
| | | | [removed: 4.14] [added: 4.13] | | | [removed: [Second] [added: [Fourth] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: December 15, 2003] [added: September 12, 2008,] between Halliburton Company and The Bank of New York [added: Mellon] Trust Company, [removed: N.A. (as] [added: N.A., as] successor [added: trustee] to JPMorgan Chase [removed: Bank), as Trustee,] [added: Bank,] to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit [removed: 4.27] [added: 4.2] to Halliburton’s Form [removed: 10-K for the year ended December 31, 2003,] [added: 8-K filed September 12, 2008,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501204000086/exh4_27.txt)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095013408016534/h60310exv4w2.htm)] | | |
| | | | [removed: 4.15] [added: 4.12] | | | [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) | | |
| | | | [removed: 4.16] [added: 4.15] | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: September 12, 2008,] [added: 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 [removed: September 12, 2008,] [added: March 13, 2009,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095013408016534/h60310exv4w2.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012909000861/h66138exv4w2.htm)] | | |
| | | | [removed: 4.17] [added: 4.14] | | | [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) | | |
| | | | [removed: 4.18] [added: 4.17] | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: March 13, 2009,] [added: 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 [removed: March 13, 2009,] [added: November 14, 2011,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012909000861/h66138exv4w2.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm)] | | |
| | | | [removed: 4.19] [added: 4.16] | | | [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) | | |
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 71][added: 72]
| | | | [removed: 4.20] [added: 4.21] | | | [removed: [Sixth] [added: [Eighth] Supplemental Indenture, dated as of November [removed: 14, 2011,] [added: 13, 2015,] between Halliburton Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase [removed: Bank, to the Senior Indenture dated as of October 17, 2003] [added: Bank] (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed November [removed: 14, 2011,] [added: 13, 2015,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] | | |
| | | | [removed: 4.21] [added: 4.18] | | | [Form of Global Note for Halliburton’s [removed: 3.25%] [added: 4.50%] Senior Notes due [removed: 2021] [added: 2041] (included as part of Exhibit 4.20).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm) | | |
| | | | 4.22 | | | [Form of Global Note for Halliburton’s [removed: 4.50%] [added: 3.800%] Senior Notes due [removed: 2041] [added: 2025] (included as part of Exhibit [removed: 4.20).](http://www.sec.gov/Archives/edgar/data/45012/000095012311098305/h85653exv4w2.htm)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] | | |
| | | | [removed: 4.23] [added: 4.19] | | | [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) | | |
| | | | [removed: 4.24] [added: 4.20] | | | [Form of Global Note for Halliburton’s [removed: 3.50%] [added: 4.75%] Senior Notes due [removed: 2023] [added: 2043] (included as part of Exhibit 4.23).](http://www.sec.gov/Archives/edgar/data/45012/000119312513319110/d577675dex42.htm) | | |
| | | | [removed: 4.25] [added: 4.23] | | | [Form of Global Note for Halliburton’s [removed: 4.75%] [added: 4.850%] Senior Notes due [removed: 2043] [added: 2035] (included as part of Exhibit [removed: 4.23).](http://www.sec.gov/Archives/edgar/data/45012/000119312513319110/d577675dex42.htm)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] | | |
| | | | 4.26 | | | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated as of [removed: November 13, 2015,] [added: March 3, 2020,] between [removed: Halliburton] [added: the] 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 [removed: November 13, 2015,] [added: March 3, 2020,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] [added: 001-03492).](https://www.sec.gov/Archives/edgar/data/45012/000119312520060431/d895135dex42.htm)] | | |
| | | | [removed: 4.27] [added: 4.24] | | | [Form of Global Note for Halliburton’s [removed: 3.800%] [added: 5.000%] Senior Notes due [removed: 2025] [added: 2045] (included as part of Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm) | | |
| | | | [removed: 4.28] [added: 4.27] | | | [Form of Global Note for [removed: Halliburton’s 4.850%] [added: the Company’s 2.920%] Senior Notes due [removed: 2035] [added: 2030] (included as part of Exhibit [removed: 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm)] [added: 4.31).](https://www.sec.gov/Archives/edgar/data/45012/000119312520060431/d895135dex42.htm)] | | |
| | | | [removed: 4.30] [added: 4.25] | | | [Description of Registrant's Securities (incorporated by reference to Exhibit 4.30 to Halliburton's Form 10-K for the year ended December 31, 2020, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501220000031/hal12312019-ex430.htm) | | |
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 72][added: 73]
| † | | | 10.8 | | | [Halliburton Company [removed: Pension Equalizer] [added: Directors' Deferred Compensation] Plan, as amended and restated effective [removed: March 1, 2007] [added: May 16, 2012] (incorporated by reference to Exhibit [removed: 10.8] [added: 10.5] to [removed: Halliburton’s] [added: Halliburton's] Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2007,] [added: 2012,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501207000309/exhibit_10-8.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex105.htm)] | | |
| † | | | [removed: 10.9] [added: 10.13] | | | [removed: [Halliburton] [added: [First Amendment dated December 1, 2012 to Halliburton] Company Directors' Deferred Compensation Plan, as amended and restated effective May 16, [removed: 2012 (incorporated] [added: 2012](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1045.htm) [(incorporated] by reference to Exhibit [removed: 10.5] [added: 10.45] to [removed: Halliburton's] [added: Halliburton’s] Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30,] [added: December 31,] 2012, File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex105.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1045.htm)] | | |
| † | | | [removed: 10.10] [added: 10.9] | | | [Halliburton Company Employee Stock Purchase Plan, as amended and restated effective February 17, 2021 (incorporated by reference to Appendix B of Halliburton’s proxy statement filed April 6, 2021, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000130817921000173/lhal2021_def14a.pdf) | | |
| † | | | [removed: 10.11] [added: 10.10] | | | [First Amendment to Restricted Stock Plan for Non-Employee Directors of Halliburton Company, effective December 7, 2011 (incorporated by reference to Exhibit 10.41 to Halliburton’s Form 10-K for the year ended December 31, 2011, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000075/exhibit_10-41.htm) | | |
| † | | | [removed: 10.12] [added: 10.11] | | | [Second Amendment to Restricted Stock Plan for Non-Employee Directors of Halliburton Company, effective May 16, 2012 (incorporated by reference to Exhibit 10.4 to Halliburton's Form 10-Q for the quarter ended June 30, 2012, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501212000204/hal-6302012xex104.htm) | | |
| † | | | [removed: 10.13] [added: 10.12] | | | [Third Amendment to Restricted Stock Plan for Non-Employee Directors of Halliburton Company, effective December 1, [removed: 2012 (incorporated] [added: 2012](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1044.htm) [(incorporated] by reference to Exhibit 10.44 to Halliburton’s Form 10-K for the year ended December 31, 2012, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1044.htm) | | |
| † | | | [removed: 10.14] [added: 10.27] | | | [removed: [First] [added: [Second] Amendment dated [removed: December] [added: January] 1, [removed: 2012] [added: 2019,] to Halliburton Company [removed: Directors'] [added: Directors’] Deferred Compensation Plan, as amended and restated effective May 16, 2012 (incorporated by reference [removed: to] [added: as] Exhibit [removed: 10.45 to Halliburton’s] [added: 10.47 of Halliburton's] Form 10-K for the year ended December 31, [removed: 2012,] [added: 2018,] File No. [removed: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000086/hal-12312012xex1045.htm)] [added: 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501219000044/hal12312018-ex1047.htm)] | | |
| † | | | [removed: 10.15] [added: 10.14] | | | [Executive Agreement (Myrtle L. Jones) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 10-Q for the quarter ended March 31, 2013, File No. 001-03492).](http://www.sec.gov/Archives/edgar/data/45012/000004501213000159/hal-3312013xex101.htm) | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 15 \| Exhibits | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 15 \| Exhibits | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 15 \| Exhibits | | |
| † | | | 10.36 | | | [Amendment effective January 1, 2022, to Halliburton Annual Performance Pay Plan, as amended and restated effective as of January 1, 2019](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm) [](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm)[(incorpo](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm)[rat](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm)[ed by reference as Exhibit 10.1 of Halliburton's Form 10-Q for the](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm) [quarter](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm) [ended March 31, 2022, File No. 001-0](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm)[3492](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm)[).](http://www.sec.gov/Archives/edgar/data/45012/000004501222000032/hal_03312022-ex101.htm) | | |
| *† | | | 10.38 | | | [Form of Restricted Stock Agreement.](https://www.sec.gov/Archives/edgar/data/45012/000004501223000011/hal_12312022-ex1038.htm) | | |
| *† | | | 10.39 | | | [Form of Restricted Stock](https://www.sec.gov/Archives/edgar/data/45012/000004501223000011/hal_12312022-ex1039.htm) [Uni](https://www.sec.gov/Archives/edgar/data/45012/000004501223000011/hal_12312022-ex1039.htm)[t](https://www.sec.gov/Archives/edgar/data/45012/000004501223000011/hal_12312022-ex1039.htm) [Agreement (International).](https://www.sec.gov/Archives/edgar/data/45012/000004501223000011/hal_12312022-ex1039.htm) | | |
| *† | | | 10.41 | | | [Form of Performance Share Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/45012/000004501223000011/hal_12312022-ex1041.htm) | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 15 \| Exhibits | | |
| | | | | | | Earl M. Cummings | | |
| | | | | | | Tobi M. Edwards Young | | |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 16 \| Form 10-K Summary | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4.1 | | | 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). | | |
| | | | 4.3 | | | 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). | | |
| | | | 4.29 | | | [Form of Global Note for Halliburton’s 5.000% Senior Notes due 2045 (included as part of Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/45012/000004501215000164/8thsupplementalindenture.htm) | | |
| | | | 4.31 | | | [Ninth Supplemental Indenture, dated as of March 3, 2020, between the 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 March 3, 2020, File No. 001-03492).](https://www.sec.gov/Archives/edgar/data/45012/000119312520060431/d895135dex42.htm) | | |
| | | | 4.32 | | | [Form of Global Note for the Company’s 2.920% Senior Notes due 2030 (included as part of Exhibit 4.31).](https://www.sec.gov/Archives/edgar/data/45012/000119312520060431/d895135dex42.htm) | | |
| † | | | 10.26 | | | [Form of Restricted Stock Agreement (incorporated by reference as Exhibit 99.](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[3](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm) [of Halliburton's Form S-8 filed July 2](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[3](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[, 202](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[1](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[, Registration No. 333-](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[25](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[8123](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm)[).](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsaagreement.htm) | | |
| † | | | 10.27 | | | [Form of Restricted Stock Unit Agreement (International) (incorporated by reference as Exhibit 99.](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[4](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm) [of Halliburton's Form S-8 filed July 2](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[3](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[, 202](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[1](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[, Registration No. 333-](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[258123](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm)[).](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-int.htm) | | |
| † | | | 10.28 | | | [Form of Restricted Stock Unit Agreement (U.S. Expat) (incorporated by reference as Exhibit 99.](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[5](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm) [of Halliburton's Form S-8 filed July 2](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[3](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[, 202](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[1](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[, Registration No. 333](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[\-258123](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm)[).](http://www.sec.gov/Archives/edgar/data/45012/000004501221000049/formofrsuagreement-usexpat.htm) | | |
| | | | | | | Patricia Hemingway Hall | | |
An excerpt. Shown here: 40 of 74 rewritten, all 11 added and all 11 removed. The counts are complete. For every sentence, read Item 15. Exhibits. in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary.
7 rewritten, 11 added, 2 removed, 66 unchanged
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 76][added: 77]
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: 4th] [added: 7th] day of February, [removed: 2022.][added: 2023.]
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: 4th] [added: 7th] day of February, [removed: 2022.][added: 2023.]
| /s/ [removed: Lance Loeffler] [added: Eric J. Carre] | | | Executive Vice President and | | |
| [removed: Lance Loeffler] [added: Eric J. Carre] | | | Chief Financial Officer | | |
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 77][added: 78]
HAL [removed: 2021] [added: 2022] FORM 10-K | [removed: 78][added: 79]
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 16 \| Form 10-K Summary | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| [Table of Contents](#i25a3119f4a704506959f9f69b29f0d3b_7) | | | | | | Item 16 \| Form 10-K Summary | | |
| * Earl M. Cummings | | | Director | | |
| Earl M. Cummings | | | | | |
| * Tobi M. Edwards Young | | | Director | | |
| Tobi M. Edwards Young | | | | | |
| | | | | | |
| * Patricia Hemingway Hall | | | Director | | |
| Patricia Hemingway Hall | | | | | |