filings.toolsHalliburton 10-K 2025-12-31
Filed 2026-02-06. 17 sections, 331K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-03492
HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 75-2677995 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 3000 North Sam Houston Parkway East, | Houston, | Texas | 77032 |
| (Address of principal executive offices) | (Zip Code) |
(281) 871-2699
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $2.50 per share | HAL | New York Stock Exchange |
| NYSE Texas | ||
| Securities registered pursuant to Section 12(g) of the Act: None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒ Yes ☐No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
☒ Yes ☐No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
☒ Yes ☐No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | |
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ | |
| Emerging Growth Company | ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒No
The aggregate market value of Halliburton Company Common Stock held by non-affiliates on June 30, 2025, determined using the per share
closing price on the New York Stock Exchange Composite tape of $20.38 on that date, was approximately $15.2 billion.
As of January 30, 2026, there were 837,548,345 shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.
Portions of the Halliburton Company Proxy Statement for our 2026 Annual Meeting of Shareholders (File No. 001-03492) are incorporated
by reference into Part III of this report.
i
HALLIBURTON COMPANY
Index to Form 10-K
For the Year Ended December 31, 2025
HAL 2025 FORM 10-K | 1
| Table of Contents | Item 1 | Business |
PART I
Item 1. Business.
Description of business and strategy
Halliburton Company (Halliburton) is one of the world's largest providers of products and services to the energy
industry. Its predecessor was established in 1919 and incorporated under the laws of the State of Delaware in 1924. Inspired by
the past and leading into the future, what started with a single product from a single location is now a global enterprise. Our
value proposition is to collaborate and engineer solutions to maximize asset value for our customers. We strive to achieve
strong cash flows and returns for our shareholders by delivering technology and services that improve efficiency, increase
recovery, and maximize production for our customers. Halliburton has fostered a culture of unparalleled service to the world's
major, national, and independent oil and natural gas producers. With over 46,000 employees, representing 146 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.
2025 Highlights
- Financial: Our total revenue decreased 3% in 2025 as compared to 2024. Our International revenue decreased 2%
and our North America revenue decreased 6% in 2025 compared to 2024. Overall, our Completion and Production
and Drilling and Evaluation operating segments finished the year with 17% and 15% operating margins,
respectively. We generated $2.9 billion of cash flows from operations and retired $382 million of our 3.8% notes
due November 2025.
- Capital efficiency: We developed technologies and made strategic choices that kept our capital expenditures at
approximately 6% of revenue, which matched our target.
- Shareholder returns: We returned $1.6 billion of capital to shareholders through dividends and share repurchases,
which is consistent with our capital returns framework.
- Sustainability: We continued progress toward a sustainable energy future by maintaining Halliburton Labs’ 38
participant and alumni organizations, and achieving the milestone of 50% of our North American fracturing fleet
transitioned to Zeus electric pumps.
2026 Focus
- International: Consistently increase international growth in directional drilling, unconventionals, well intervention,
and artificial lift businesses. Develop our strategic collaboration with VoltaGrid around behind-the-meter power
generation.
- North America: Maximize value by, among other things, utilizing our Zeus IQ electric fracturing platform, our
iCruise rotary steerable systems and LOGIX automation.
- Digital: Continue to drive differentiation and efficiencies through the deployment of digital and automation
technologies, both internally and for our customers.
- Capital efficiency: Maintain our capital expenditures at about $1.1 billion, while leveraging technology and
targeted process improvements to enhance utilization of existing capital.
- Shareholder returns: Return over 50% of annual free cash flow to shareholders through dividends and share
repurchases.
- Advance a Sustainable Energy Future: Continue to develop technologies and solutions to help lower our
customers’ and our emissions intensity, grow our low carbon energy business, and support Halliburton Labs early-
stage company participants.
For further discussion on our business strategies, see Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Business Environment and Results of Operations - Business Outlook.
Operating segments
We operate under two divisions, which form the basis for the two operating segments we report, the Completion and
Production segment and the Drilling and Evaluation segment.
Completion and Production delivers cementing, stimulation, specialty chemicals, intervention, pressure control,
artificial lift, completion products and services. The segment consists of the following product service lines:
-Artificial Lift: provides services to maximize reservoir and wellbore recovery by applying lifting technology,
intelligent field management solutions, and related services throughout the life of the well, including electrical
submersible pumps.
-Cementing: involves bonding the well and well casing while isolating fluid zones and maximizing wellbore stability.
Our cementing product service line also provides casing equipment.
HAL 2025 FORM 10-K | 2
| Table of Contents | Item 1 | Business |
-Completion Tools: provides downhole solutions and services to our customers to complete their wells, including
well completion products and services, intelligent well completions, liner hanger systems, sand control systems,
multilateral systems, and service tools.
-Multi-Chem: provides customized specialty chemicals and services for completion, production, midstream, and
downstream to optimize flow assurance and integrity. We have made a strategic decision to market for sale a portion
of our chemical business. We expect the sale to be completed in the first half of 2026.
-Pipeline & Process Services: provides a complete range of pre-commissioning, commissioning, maintenance, and
decommissioning services to the onshore and offshore pipeline and process plant construction commissioning and
maintenance industries.
-Production Enhancement: includes stimulation services and sand control services. Stimulation services optimize
reservoir production through a variety of pressure pumping services and chemical processes, commonly known as
hydraulic fracturing and acidizing. Sand control services include fluids and chemicals for the prevention of sand
production of unconsolidated reservoirs.
-Production Solutions: provides customized well intervention solutions to increase well performance, which includes
coiled tubing, hydraulic workover units, downhole tools, pumping services, and nitrogen services.
Drilling and Evaluation provides field and reservoir modeling, drilling, fluids, evaluation and precise wellbore
placement solutions that enable customers to model, measure, drill, and optimize their well construction activities. The segment
consists of the following product service lines:
-Baroid: provides drilling fluid systems, performance additives, completion fluids, solids control, specialized testing
equipment, and waste management services for drilling wells, completion, and workover operations.
-Drill Bits and Services: provides roller cone bits, fixed cutter bits, hole enlargement and related downhole tools and
services used in drilling wells. In addition, coring equipment and services are provided to extract formation cores for
rock properties evaluation.
-Halliburton Project Management: provides integrated solutions by leveraging the full line of our well construction,
well completion, and well intervention services to solve customer challenges throughout the entire well lifecycle,
including project management and integrated asset management.
-Landmark Software and Services: provides cloud based digital services and artificial intelligence solutions on an
open architecture for subsurface insights, integrated well construction, and reservoir and production management.
-Sperry Drilling: provides drilling systems and services that offer directional control for precise wellbore placement
while providing important measurements about the characteristics of the drill string and geological formations while
drilling wells. These services include directional and horizontal drilling, measurement-while-drilling, logging-while-
drilling, surface data logging, and rig site information systems.
-Testing and Subsea: provides acquisition and analysis of dynamic reservoir information and reservoir optimization
solutions through a broad portfolio of well testing tools, data acquisition services, fluid sampling, surface well
testing, subsea safety systems via modular and scalable systems that simplify complex subsea operations and a range
of managed pressure drilling solutions like underbalanced drilling, rotating control devices and continuous
circulating systems.
-Wireline and Perforating: provides open-hole logging services that supply information on formation evaluation and
reservoir fluid analysis, including formation lithology, rock properties, and reservoir fluid properties. Also offered
are cased-hole and slickline services, including perforating, pipe recovery services, through-casing formation
evaluation and reservoir monitoring, casing and cement integrity measurements, and well intervention services.
HAL 2025 FORM 10-K | 3
| Table of Contents | Item 1 | Business |
The following charts depict our revenue split between our two operating segments for the years ended December 31,
2025 and 2024.
2025 Revenue By S****egment
2024 Revenue By Segment
See Notes to Consolidated Financial Statements, Note 3 for further financial information related to each of our
business segments.
Markets and competition
We are one of the world’s largest diversified energy services companies. Our services and products are sold in highly
competitive markets throughout the world. Competitive factors impacting sales of our services and products include: price;
service delivery; health, safety, and environmental (HSE) standards and practices; service quality; global talent retention;
understanding the geological characteristics of the reservoir; product quality; and technical proficiency.
We conduct business worldwide in more than 70 countries. The business operations of our divisions are organized
around four primary geographic regions: North America, Latin America, Europe/Africa/CIS, and Middle East/Asia. In 2025,
2024, and 2023, based on the location of services provided and products sold 39%, 40%, and 44%, respectively, of our
consolidated revenue was from the United States (U.S.). No other country accounted for more than 10% of our consolidated
revenue during these periods. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations for additional information about our geographic operations. Because the markets for our services and products are
vast and cross numerous geographic lines, it is not practicable to provide a meaningful estimate of the total number of our
competitors. The industries we serve are highly competitive, and we have many substantial competitors. Most of our services
and products are marketed through our service and sales organizations.
The following charts depict our revenue split between our four primary geographic regions for the years ended
December 31, 2025 and 2024.
2025 Revenue By Region
2024 Revenue By Region
HAL 2025 FORM 10-K | 4
| Table of Contents | Item 1 | Business |
Our operations in some countries and regions may be adversely affected by unsettled political conditions, acts of
terrorism, civil unrest, force majeure, war or other armed conflict, health or similar issues, sanctions, trade barriers and tariffs,
expropriation or other governmental actions, inflation, changes in foreign currency exchange rates, foreign currency exchange
restrictions and highly inflationary currencies, as well as other geopolitical factors. We believe the geographic diversification of
our business activities reduces the risk that an interruption of operations in any single country, other than the United States,
would be materially adverse to our business, consolidated results of operations, or consolidated financial condition.
Information regarding our exposure to foreign currency fluctuations, risk concentration, and financial instruments used
to minimize risk is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Financial Instrument Market Risk and Notes to Consolidated Financial Statements, Note 16.
Customers
Our revenue during the past three years was derived from the sale of services and products to the energy industry. No
single customer represented more than 10% of our consolidated revenue in any period presented.
Raw materials
Raw materials essential to our business are normally readily available. However, market conditions can trigger
constraints in the supply of certain raw materials, such as proppants (primarily sand), chemicals, metals, gels, and electronic
components (circuit boards). We are always striving to ensure the availability of resources and manage raw material costs. Our
procurement department uses our relationships and buying power to enhance our access to key materials at competitive prices.
Patents
We own a large number of patents and have pending a substantial number of patent applications covering various
products and processes. We are also licensed to utilize technology covered by patents owned by others, and we license others to
utilize technology covered by our patents. We do not consider any particular patent to be material to our business operations.
Seasonality
Weather and natural phenomena can temporarily affect the performance of our services, but the widespread
geographical locations of our operations mitigate those effects. Examples of how weather can impact our business include:
-the severity and duration of the winter in North America can have a significant impact on drilling activity and on
natural gas storage levels;
-the timing and duration of the spring thaw in Canada directly affects activity levels due to road restrictions;
-typhoons and hurricanes can disrupt coastal and offshore operations; and
-severe weather during the winter normally results in reduced activity levels in the North Sea.
Additionally, customer spending patterns for completion tools typically result in higher activity in the fourth quarter of
the year. We recognize revenue on customer software contract sales predominantly in the first and fourth quarters of the year.
Our workforce
Our workforce is our top asset in enabling us to accomplish innovative, high-quality work for our customers and to
address the world’s energy challenges. To attract and retain talent, we promote a safe and inclusive work environment along
with competitive benefits. As of December 31, 2025, we employed over 46,000 people worldwide representing 146
nationalities and operated in more than 70 countries, with approximately 22% of our employees subject to collective bargaining
agreements. Based upon the geographic diversification of our employees, we do not believe any risk of loss from employee
strikes or other collective actions are material to the continuation of our operations as a whole.
With our large employee base and global breadth, our workforce is diverse. Halliburton invests in local workforce
development with the aim of having a positive impact on communities where we work. In 2025, 91% of our workforce and
85% of management were on local terms in the countries where they work.
Recruiting and Turnover
Given the size and geographic scope of our workforce, we have a robust global talent management organization, which
includes personnel focused on recruiting and progressing talent across all levels of the new organization, with an emphasis on
retention and development. In 2025, we hired about 6,400 new employees and experienced modest voluntary turnover of 9%.
HAL 2025 FORM 10-K | 5
| Table of Contents | Item 1 | Business |
Leadership
The ongoing identification and development of leadership talent ensures business continuity and strengthens our
competitive advantage, both of which are critical for our short-term and long-term success. Our executive education programs
are one of our most significant investments in developing future leaders.
As part of our commitment to employee engagement, we invite employees to share anonymous feedback about
different topics including their performance, development, and work environment. Notably, according to a survey we conducted
in August 2025, 93% of responding employees would recommend Halliburton as a great place to work. This is especially
meaningful since 84% of our employees responded to the survey.
Benefits and well-being
Halliburton is committed to providing competitive benefit programs. Our benefit packages include comprehensive
medical coverage, life insurance, retirement plans, paid time off, emergency childcare, and third-party discounts. Our Global
Employee Assistance Program provides mental health and wellness related training and education for employees. In 2025, our
monthly Lessons for Life web series covered topics such as stress management and the importance of healthy sleeping habits.
We also conducted mental health awareness campaigns tailored to address employee needs in different geographies.
Safe**ty
Safety is a Halliburton core value. Our long-term safety programs and processes, including our Journey to ZERO
initiative, are tried, tested, and well-established, to maintain our strong performance and improve proactive identification and
management of safety risks. In 2025, the operational discipline of our Halliburton Management System and our focus on
execution enabled us to outperform our industry group HSE indicators. For the years ended December 31, 2025 and 2024, our
total recordable incident rates were 0.24 and 0.24 (incidents per 200,000 hours worked), lost-time incident rates were 0.07 and
0.06 (incidents per 200,000 hours worked), and preventable recordable vehicle incident rates were 0.07 and 0.06 (incidents per
million miles traveled), respectively.
Government regulation
We are subject to numerous environmental, legal, and regulatory requirements related to our operations worldwide.
For further information related to environmental matters and regulation, see Notes to Consolidated Financial Statements, Note
11 and Item 1(a). Risk Factors.
Hydraulic fracturing
Hydraulic fracturing is a process that creates fractures extending from the well bore into the rock formation to enable
natural gas or oil to move more easily from the rock pores to a production conduit. A significant portion of our Completion and
Production segment provides hydraulic fracturing services to customers developing shale natural gas and shale oil. From time to
time, questions arise about the scope of our operations in the shale natural gas and shale oil sectors, and the extent to which
these operations may affect human health and the environment.
At the direction of our customer, we design and generally implement a hydraulic fracturing operation to stimulate the
well’s production after the well has been drilled, cased, and cemented. Our customer is generally responsible for providing the
base fluid, usually water, used in the hydraulic fracturing of a well. We frequently supply the proppant (primarily sand) and at
least a portion of the additives used in the overall fracturing fluid mixture. In addition, we mix the additives and proppant with
the base fluid and pump the mixture down the wellbore to create the desired fractures in the target formation. The customer is
responsible for disposing or recycling for further use of any materials that are subsequently produced or pumped out of the well,
including flowback fluids and produced water.
As part of the process of constructing the well, the customer will take a number of steps designed to protect aquifers.
In particular, the casing and cementing of the well are designed to provide 'zonal isolation' so that the fluids pumped down the
wellbore and the oil and natural gas and other materials that are subsequently pumped out of the well will not come into contact
with shallow aquifers or other shallow formations through which those materials could potentially migrate to freshwater
aquifers or the surface.
HAL 2025 FORM 10-K | 6
| Table of Contents | Item 1 | Business |
The potential environmental impacts of hydraulic fracturing have been studied by numerous government entities and
others. In 2004, the United States Environmental Protection Agency (EPA) conducted an extensive study of hydraulic
fracturing practices, focusing on coalbed methane wells, and their potential effect on underground sources of drinking water.
The EPA’s study concluded that hydraulic fracturing of coalbed methane wells poses little or no threat to underground sources
of drinking water. In December 2016, the EPA released a final report, “Hydraulic Fracturing for Oil and Gas: Impacts from the
Hydraulic Fracturing Water Cycle on Drinking Water Resources in the United States” representing the culmination of a six-
year study requested by Congress. While the EPA report noted a potential for some impact to drinking water sources caused by
hydraulic fracturing, the agency confirmed the overall incidence of impacts is low. Moreover, a number of the areas of potential
impact identified in the report involve activities for which we are not generally responsible, such as potential impacts associated
with withdrawals of surface water for use as a base fluid and management of wastewater.
We have proactively developed processes to provide our customers with the chemical constituents of our hydraulic
fracturing fluids to enable our customers to comply with state laws as well as voluntary standards established by the Chemical
Disclosure Registry, www.fracfocus.org. We have invested considerable resources in developing hydraulic fracturing
technologies, in both the equipment and chemistry portions of our business, which offer our customers a variety of
environment-friendly options related to the use of hydraulic fracturing fluid additives and other aspects of our hydraulic
fracturing operations. We created a hydraulic fracturing fluid system comprised of materials sourced entirely from the food
industry. We are committed to the continued development of innovative chemical and mechanical technologies that allow for
more economical and environment-friendly development of the world’s oil and natural gas reserves, and that reduce noise while
complying with Tier 4 lower emission legislation.
In evaluating any environmental risks that may be associated with our hydraulic fracturing services, it is helpful to
understand the role that we play in the development of shale natural gas and shale oil. Our principal task generally is to manage
the process of injecting fracturing fluids into the borehole to stimulate the well. Thus, based on the provisions in our contracts
and applicable law, the primary environmental risks we face are potential pre-injection spills or releases of stored fracturing
fluids and potential spills or releases of fuel or other fluids associated with pumps, blenders, conveyors, or other above-ground
equipment used in the hydraulic fracturing process.
Although possible concerns have been raised about hydraulic fracturing, the circumstances described above have
helped to mitigate those concerns. To date, we have not been obligated to compensate any indemnified party for any
environmental liability arising directly from hydraulic fracturing, although there can be no assurance that such obligations or
liabilities will not arise in the future. For further information on risks related to hydraulic fracturing, see Item 1(a). Risk Factors.
Working capital
We fund our business operations through a combination of available cash and equivalents, short-term investments, and
cash flow generated from operations. In addition, our revolving credit facility is available for additional working capital needs.
Web site access - www.halliburton.com
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 are available at www.halliburton.com soon thereafter. The SEC website www.sec.gov
contains our reports, proxy and information statements and our other SEC filings. Our Code of Business Conduct, which
applies to all our employees and Directors and serves as a code of ethics for our principal executive officer, principal financial
officer, principal accounting officer, and other persons performing similar functions, can be found at www.halliburton.com.
Any amendments to our Code of Business Conduct or any waivers from provisions of our Code of Business Conduct granted to
the specified officers above are also disclosed on our web site within four business days after the date of any amendment or
waiver pertaining to these officers. There have been no waivers from provisions of our Code of Business Conduct for the years
2025, 2024, or 2023. Except to the extent expressly stated otherwise, information contained on or accessible from our web site
or any other web site is not incorporated by reference into this annual report on Form 10-K and should not be considered part of
this report.
HAL 2025 FORM 10-K | 7
| Table of Contents | Item 1 | Business |
Executive Officers of the Registrant
The following table indicates the names and ages of the executive officers of Halliburton, as of February 6, 2026,
including all offices and positions held by each at Halliburton during the last five years:
| Name and Age | Offices Held and Term of Office | |
| Van H. Beckwith (Age 60) | Executive Vice President, Secretary, and Chief Legal Officer, since December 2020 | |
| Eric J. Carre (Age 59) | Executive Vice President and Chief Financial Officer, since May 2022 | |
| Executive Vice President, Global Business Lines, May 2016 to April 2022 | ||
| Stephanie S. Holzhauser (Age 46) | Senior Vice President and Chief Accounting Officer, since July 2025 | |
| Vice President, Finance, September 2021 to July 2025 | ||
| Senior Director, Global Business Lines, October 2014 to August 2021 | ||
| Timothy M. McKeon (Age 53) | Senior Vice President and Treasurer, since January 2022 | |
| Vice President and Treasurer, January 2014 to December 2021 | ||
| Jeffrey A. Miller (Age 62) | Chairman of the Board, President, and Chief Executive Officer, since January 2019 | |
| Lawrence J. Pope (Age 57) | Executive Vice President and Chief Administrative Officer, since January 2026 | |
| Executive Vice President of Administration and Chief Human Resources Officer, January 2008 to December 2025 | ||
| M. Casey Maxwell (Age 44) | President, Western Hemisphere, since February 2026 | |
| Senior Vice President, North America Land, July 2024 to January 2026 | ||
| Vice President, Argentina, July 2023 to June 2024 | ||
| Vice President, Permian Basin, January 2019 to June 2023 | ||
| Jill D. Sharp (Age 55) | Senior Vice President, Internal Assurance Services, since January 2022 | |
| Vice President, Internal Assurance Services, September 2021 to December 2021 | ||
| Vice President, Finance - Western Hemisphere, October 2016 to August 2021 | ||
| J. Shannon Slocum (Age 53) | Director, Executive Vice President and Chief Operating Officer, since January 2026 | |
| President, Eastern Hemisphere, March 2023 to December 2025 | ||
| Senior Vice President, Global Business Development and Marketing, January 2020 to February 2023 | ||
| Rami M. Yassine (Age 46) | President, Eastern Hemisphere, since January 2026 | |
| Senior Vice President, Middle East and North Africa, May 2024 to December 2025 | ||
| Senior Vice President, Drilling and Evaluation, January 2022 to April 2024 | ||
| Vice President, Sperry Drilling, January 2021 to December 2021 |
There are no family relationships between the executive officers of the registrant or between any director and any
executive officer of the registrant.
HAL 2025 FORM 10-K | 8
| Table of Contents | Item 1 | Business |
Directors of the Registrant
| Name | Title and company | |
| Abdulaziz F. Al Khayyal | Former Director and Senior Vice President of Industrial Relations, Saudi Aramco | |
| William E. Albrecht | President and CEO, Moncrief Energy, LLC | |
| M. Katherine Banks | Former President, Texas A&M University | |
| Alan M. Bennett | Former President and Chief Executive Officer, H&R Block, Inc. | |
| Earl M. Cummings | Managing Partner, MCM Houston Properties, LLC | |
| Murry S. Gerber | Former Executive Chairman of the Board, EQT Corporation | |
| Timothy A. Leach | Former Advisor to the Chief Executive Officer, ConocoPhillips | |
| Robert A. Malone | Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, and The First National Bank of Sonora, Texas (dba, Sonora Bank). | |
| Jefferey A. Miller | Chairman of the Board, President and Chief Executive Officer, Halliburton Company | |
| J. Shannon Slocum | Director, Executive Vice President and Chief Operating Officer, Halliburton Company | |
| Maurice S. Smith | Chairman, President & Chief Executive Officer, Health Care Service Corporation | |
| Janet L. Weiss | Former President, BP Alaska | |
| Tobi M. Edwards Young | General Counsel, Saronic Technologies | |
HAL 2025 FORM 10-K | 9
| Table of Contents | Item 1(a) | Risk Factors |
Item 1. (a). Risk Factors.
When considering an investment in Halliburton Company, all of the risk factors described below and other information
included and incorporated by reference in this annual report should be carefully considered. Any of these risk factors could
have a significant or material adverse effect on our business, results of operations, financial condition, or cash flows. Additional
risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business,
results of operations, financial condition, or cash flows.
Industry Environment Related
Trends in oil and natural gas prices affect the level of exploration, development, and production activity of our
customers and the demand for our services and products, which could have a material adverse effect on our business,
consolidated results of operations, and consolidated financial condition.
Demand for our services and products is particularly sensitive to the level of exploration, development, and production
activity of, and the corresponding capital spending by, oil and natural gas companies. The level of exploration, development,
and production activity is directly affected by trends in oil and natural gas prices, which historically have been volatile and are
likely to continue to be volatile. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor
changes in the supply of and demand for oil and natural gas, market uncertainty, and a variety of other economic factors that are
beyond our control. Given the long-term nature of many large-scale development projects, even the perception of longer-term
lower oil and natural gas prices by oil and natural gas companies can cause them to reduce or defer major expenditures. 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 condition.
Factors affecting the prices of oil and natural gas include:
-the level of supply and demand for oil and natural gas;
-the ability or willingness of the Organization of Petroleum Exporting Countries and the expanded alliance
collectively known as OPEC+ to set and maintain oil production levels;
-the level of oil production in the U.S. and by other non-OPEC+ countries;
-oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
-the cost of, and constraints associated with, producing and delivering oil and natural gas;
- expectations about future oil and natural gas prices;
-governmental regulations and other actions, or proposed changes in respect thereof, including tariffs, 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 pandemics or epidemics;
-worldwide political and military actions, and economic conditions, including potential recessions; and
-increased demand for alternative energy and use of electric vehicles, increased emphasis on decarbonization
(including government initiatives, such as tax credits and government subsidies to promote the use of renewable
energy sources), and public sentiment around alternatives to oil and natural gas.
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| Table of Contents | Item 1(a) | Risk Factors |
Our business is dependent on capital spending by our customers, and reductions in capital spending could have a
material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
Our business is directly affected by changes in capital expenditures by our customers, and reductions in their capital
spending could reduce demand for our services and products and have a material adverse effect on our business, consolidated
results of operations, and consolidated financial condition. Some of the items that may impact our customers’ capital spending
include:
-oil and natural gas prices, which are impacted by the factors described in the preceding risk factor;
-the inability of our customers to access capital on economically advantageous terms, which may be impacted by,
among other things, a decrease of investors’ interest in hydrocarbon producers because of environmental and
sustainability initiatives;
-changes in customers’ capital allocation, including increased cash returns to shareholders or an increased allocation
to the production of renewable energy or other sustainability efforts, leading to less focus on oil and natural gas
production growth;
-restrictions on our customers’ ability to get their produced oil and natural gas to market due to infrastructure
limitations or other governmental limitations on transportation of produced oil and natural gas;
-consolidation of our customers;
-customer personnel changes; and
-adverse developments in the business or operations of our customers, including write-downs of oil and natural gas
reserves and borrowing base reductions under customers’ credit facilities.
Liabilities arising out of our products and services could have a material adverse effect on our business,
consolidated results of operations, and consolidated financial condition.
Events can occur at sites where our products and equipment are 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. Generally, we rely on contractual indemnities,
releases, and limitations of liability with our customers and on liability insurance coverage to mitigate our potential liability
related to such occurrences. However, we do not have these contractual provisions in all contracts, and even where we do, it is
possible that the respective customer or insurer could seek to avoid or be financially unable to meet its obligations, or a court
may decline to enforce such provisions. Damages that are not indemnified or released may not be insured or could greatly
exceed available insurance coverage and could have a material adverse effect on our business, consolidated results of
operations, and consolidated financial condition.
Our business could be materially and adversely affected by severe or unseasonable weather where we have
operations.
Our business could be materially and adversely affected by severe weather, particularly in Canada, the Gulf of
America, and the North Sea. Many experts believe global climate change could increase the frequency and severity of extreme
weather conditions, including coastal storm surges, inland flooding from intense rainfall, hurricane-strength winds, and extreme
temperature. Repercussions of severe or unseasonable weather conditions may include:
-evacuation of personnel and inoperability of equipment resulting in curtailment of services;
-damage to offshore drilling rigs resulting in suspension of operations;
-damage to our facilities and project work sites;
-inability to deliver materials to job sites in accordance with contract schedules;
-fluctuations in demand for oil and natural gas, including possible decreases during unseasonably warm winters;
-loss of productivity; and
-disruption or suspension of our customers’ operations, thereby reducing demand for our services and products.
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Our failure to protect our proprietary information and any successful intellectual property challenges or
infringement proceedings against us could materially and adversely affect our competitive position.
We rely on a variety of intellectual property rights that we use in our services and products. These rights have been,
and we expect that they will continue to be, subject to legal challenges from time to time. We may not be able to successfully
preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented, or challenged.
Further, our application for certain intellectual property rights may not be granted entirely, as to key features, or at all. In
addition, the laws of some foreign countries in which our services and products may be sold do not protect intellectual property
rights to the same extent as the laws of the United States. Courts could find that others infringe our patent 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 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, developments associated with climate change concerns, 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.
The market for our services and products is characterized by continual technological developments to provide better
and more reliable performance and services. 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, developments associated with climate change concerns, and technology trends,
including artificial intelligence and machine learning, our business and consolidated results of operations could be materially
and adversely affected, and the value of our intellectual property may be reduced. Likewise, if our proprietary technologies,
equipment, facilities, or work processes become obsolete, we may no longer be competitive, and our business and consolidated
results of operations could be materially and adversely affected.
We sometimes provide integrated project management services in the form of long-term, fixed price contracts that
may require us to assume additional risks associated with cost over-runs, operating cost inflation, labor availability and
productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.
We sometimes provide integrated project management services outside our normal discrete business in the form of
long-term, fixed price contracts. Some of these contracts are required by our customers, primarily national oil companies. These
services include acting as project managers as well as service providers and may require us to assume additional risks
associated with cost over-runs. These customers may provide us with inaccurate or limited information, which may result in
cost over-runs, delays, and project losses. In addition, our customers often operate in countries with unsettled political
conditions, war, civil unrest, or other types of community issues. These issues may also result in cost over-runs, delays, and
project losses.
Providing services on an integrated basis may also require us to assume additional risks associated with operating cost
inflation, labor availability and productivity, supplier pricing and performance, and potential claims for liquidated damages. We
rely on third-party subcontractors and equipment providers to help us complete these contracts. To the extent that we cannot
engage subcontractors or acquire equipment or materials in a timely manner and on reasonable terms, our ability to complete a
project in accordance with stated deadlines or at a profit may be impaired. If the amount we are required to pay for these goods
and services exceeds the amount we have estimated in bidding for fixed-price work, we could experience losses in the
performance of these contracts. These delays and additional costs may be substantial, and we may be required to compensate
our customers for these delays. This may reduce the profit to be realized or result in a loss on a project.
Constraints in the supply of, prices for, and availability of transportation of raw materials and electric power could
have a material adverse effect on our business and consolidated results of operations.
Our business depends on the supply and availability of raw and essential materials. Raw materials essential to our
operations and manufacturing, such as sand, chemicals, metals, gels, and electronic components (circuit boards), are normally
readily available. Shortage of raw materials because of high levels of demand or loss of suppliers during market challenges or
tariffs can trigger constraints in the supply chain of those raw materials, particularly where we have a relationship with a single
supplier for a particular resource. Many of the raw materials essential to our business require the use of rail, storage, and
trucking services to transport the materials to our job sites. These services, particularly during times of high demand, may cause
delays in the arrival of or otherwise constrain our supply of raw materials. In addition, as we increase the roll-out of our Zeus
electric fracturing systems, we might face challenges to source sufficient electric power or there might not be adequate
infrastructure to support the operation of our systems. These constraints on raw materials and electric power could have a
material adverse effect on our business and consolidated results of operations. In addition, price increases imposed by our
vendors for raw materials and transportation providers used in our business could have a material adverse effect on our business
and consolidated results of operations if we are unable to pass these increases through to our customers.
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Our ability to operate and our growth potential could be materially and adversely affected if we cannot attract,
employ, and retain technical personnel at a competitive cost.
Many of the services that we provide and the products that we sell are complex and highly engineered and often must
perform or be performed in harsh conditions. We believe that our success depends upon our ability to attract, employ, and retain
technical personnel with the ability to design, utilize, and enhance these services and products. A significant increase in the
wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we
must pay, or both. If either of these events were to occur, our cost structure could increase, our margins could decrease, and any
growth potential could be impaired.
Laws and Regulations Related
Our operations outside the United States require us to comply with a number of United States and international
regulations, violations of which could have a material adverse effect on our business, consolidated results of operations, and
consolidated financial condition.
Our operations outside the United States require us to comply with a number of United States and international
regulations. For example, our operations in countries outside the United States are subject to the United States Foreign Corrupt
Practices Act (FCPA), which prohibits United States companies and their agents and employees from providing anything of
value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to
help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. Our activities
create the risk of unauthorized payments or offers of payments by our employees, agents, or joint venture partners that could be
in violation of anti-corruption laws, even though some of these parties are not subject to our control. We have internal control
policies and procedures and have implemented training and compliance programs for our employees and agents with respect to
the FCPA. However, we cannot assure that our policies, procedures, and programs will always protect us from reckless or
criminal acts committed by our employees or agents. We are also subject to the risks that our employees, joint venture partners,
and agents outside of the United States may fail to comply with other applicable laws. Allegations of violations of applicable
anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations.
Violations of anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities,
which could have a material adverse effect on our business, consolidated results of operations and consolidated financial
condition.
In addition, the shipment of goods, services, and technology across international borders subjects us to extensive trade
laws and regulations. Our import activities are governed by unique customs laws and regulations in each of the countries where
we operate. Moreover, many countries, including the United States, control the export, re-export, and in-country transfer of
certain goods, services, and technology, impose related export recordkeeping and reporting obligations, and impose trade
barriers or tariffs. Governments may also impose economic sanctions against certain countries, persons, and entities that may
restrict or prohibit transactions involving such countries, persons, and entities, which may limit or prevent our conduct of
business in certain jurisdictions. For example, the imposition of such sanctions by the United States, European Union or others
in countries such as Venezuela, Russia, and elsewhere have impacted our business.
Changes in U.S. foreign trade policies, including as a result of the presidential administration, could lead to the
imposition of additional trade barriers and tariffs on us in foreign jurisdictions. In April 2025, the Trump Administration
announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on
the countries with which the United States has the largest trade deficits. Many of these reciprocal tariffs went into effect in
August 2025. The United States Supreme Court has agreed to review lower court decisions regarding certain tariffs imposed by
the Trump Administration and the Court has stayed the effect of decisions including the August 2025 decision of the U.S. Court
of Appeals for the Federal Circuit finding that certain tariffs exceeded presidential authority and are therefore invalid. This
ruling introduces additional uncertainty as to the scope and durability of existing and future tariff measures. Increased tariffs by
the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally,
the Trump Administration has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased
uncertainty regarding the ultimate effect of the tariffs on economic conditions. We cannot predict the full extent of new,
extended, or changed trade policies, including tariffs, that may be made by the current or a future presidential administration or
Congress, including whether existing tariff policies will be maintained or modified or if changes in the U.S. trade policy result
in reactions from the U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us
to export or import our products from countries where we currently purchase or sell products. Such changes in U.S. trade policy
or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of
such changes, could materially and adversely affect our business, financial condition, results of operations and liquidity.
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The laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic
sanctions are complex and constantly changing. These laws and regulations can cause delays in shipments and unscheduled
operational downtime. Moreover, any failure to comply with applicable legal and regulatory trading obligations could result in
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.
Our activities outside of the United States expose us to various legal, social, economic, and political issues that could
have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Changes in, compliance with, or our failure to comply with laws in the countries in which we conduct business may
negatively impact our ability to provide services in, make sales to, and transfer personnel or equipment among some of those
countries and could have a material adverse effect on our business and consolidated results of operations.
In the countries in which we conduct business, we are subject to multiple and, at times, inconsistent regulatory
regimes, including those that govern our use of radioactive materials, explosives, and chemicals in our operations. Various
national and international regulatory regimes govern the shipment of these items. Many countries, but not all, impose special
controls upon the export and import of radioactive materials, explosives, and chemicals. Our ability to do business is subject to
maintaining required licenses and complying with these multiple regulatory requirements applicable to these special products.
In addition, the various laws governing import and export of both products and technology apply to a wide range of services
and products we offer. In turn, this can affect our employment practices of hiring people of different nationalities because these
laws may prohibit or limit access to some products or technology by employees of various nationalities. Changes in,
compliance with, or our failure to comply with these laws may negatively impact our ability to provide services in, make sales
to, and transfer personnel or equipment among some of the countries in which we operate and could have a material adverse
effect on our business and consolidated results of operations.
The adoption of any future federal, state, or local laws or implementing regulations imposing reporting obligations
on, or limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil
wells and could have a material adverse effect on our business, consolidated results of operations, and consolidated
financial condition.
Various federal and state legislative and regulatory initiatives, as well as actions in other countries, have been or could
be undertaken that could result in additional requirements or restrictions being imposed on hydraulic fracturing operations. For
example, the United States may seek to adopt federal regulations or enact federal laws that would impose additional regulatory
requirements on or even prohibit hydraulic fracturing in some areas. Legislation and/or regulations have been adopted by many
states in the U.S. that require additional disclosure regarding chemicals used in the hydraulic fracturing process but that
generally include protections for proprietary information. Legislation, regulations, and/or policies have also been adopted at the
state level that impose other types of requirements on hydraulic fracturing operations, such as limits on operations in the event
of certain levels of seismic activity. Additional legislation and/or regulations have been adopted or are being considered at the
state and local level that could impose further chemical disclosure or other regulatory requirements, such as prohibitions on
hydraulic fracturing operations in certain areas, that could affect our operations. Some states and some local jurisdictions have
adopted ordinances that restrict or in certain cases prohibit the use of hydraulic fracturing. In addition, governmental authorities
in various foreign countries where we have provided or may provide hydraulic fracturing services have imposed or are
considering imposing various restrictions or conditions that may affect hydraulic fracturing operations. The adoption of any
future federal, state, local, or foreign laws or regulations imposing reporting obligations on, or limiting or banning, the
hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material
adverse effect on our business, consolidated results of operations, and consolidated financial condition.
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Liability for cleanup costs, natural resource damages and other damages arising as a result of environmental laws
and regulations could be substantial and could have a material adverse effect on our business, consolidated results of
operations, and consolidated financial condition.
We are subject to numerous environmental laws and regulations in the United States and the other countries where we
do business. We evaluate and address the environmental impact of our operations by assessing and remediating contaminated
properties to avoid future liabilities and comply with legal and regulatory requirements. From time to time, claims have been
made against us under environmental laws and regulations. In the United States, environmental laws and regulations typically
impose strict liability. Strict liability means that in some situations we could be exposed to liability for cleanup costs, natural
resource damages, and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of prior
operators or other third parties. We are periodically notified of potential liabilities at federal and state cleanup sites. These
potential liabilities may arise from both historical Halliburton operations and the historical operations of companies that we
have acquired. Our exposure at these sites may be materially impacted by unforeseen adverse developments both with respect to
the final costs of remediating a site and the final allocation of those costs among the various parties involved at the sites. The
relevant regulatory agency may bring suit against us for amounts in excess of what we have accrued and what we believe is our
proportionate share of remediation costs at any cleanup site. We also could be subject to third-party claims, including punitive
damages, with respect to environmental matters for which we have been named as a potentially responsible party. Liability for
damages arising as a result of environmental laws or related third-party claims could be substantial and could have a material
adverse effect on our business, consolidated results of operations, and consolidated financial condition.
Failure on our part to comply with, and the costs of compliance with, applicable health, safety, and environmental
requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated
financial condition.
We are subject to a variety of laws and regulations in the United States and other countries relating to environmental
protection and health and safety. Among those laws and regulations are those covering hazardous materials and requiring
emission performance standards for facilities. For example, our well service operations routinely involve the handling of
significant amounts of waste materials, some of which are classified as hazardous substances. We also store, transport, and use
radioactive and explosive materials in certain of our operations. Applicable regulatory requirements include those concerning:
-the containment and disposal of hazardous substances, oilfield waste, and other waste materials;
-the production, storage, transportation, and use of chemicals;
-the production, storage, transportation and use of explosive materials;
-the importation and use of radioactive materials;
-the use of underground storage tanks;
-the use of underground injection wells; and
-the protection of worker safety both onshore and offshore.
These and other requirements generally are becoming increasingly strict. The failure to comply with the requirements,
many of which may be applied retroactively, may result in:
-administrative, civil, and criminal penalties;
-revocation of permits to conduct business; and
-corrective action orders, including orders to investigate and/or clean up contamination.
Failure on our part to comply with applicable health, safety, and environmental laws and regulations or costs arising
from regulatory compliance, including compliance with changes in or expansion of applicable regulatory requirements, could
have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
Existing or future laws, regulations, treaties, or international agreements related to greenhouse gases, climate
change, 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, 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. International, national, state, and
local governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt,
climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases.
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We closely follow developments in this area, including changes in the regulatory landscape in the United States at both
the federal and state levels and in the international markets in which we operate. We cannot predict, however, how or when
such changes may take effect or ultimately impact our business. In the United States, presidents have certain powers to issue
executive orders that can have the effect of the enactment of new laws. For example, in January 2025, President Trump allowed
for future leasing by the federal government and therefore, oil and gas exploration, of the lands underlying federal waters
offshore the U.S. East Coast, the eastern Gulf of America, the Pacific Ocean off the coasts of Washington, Oregon, and
California, and additional portions of the Northern Bering Sea in Alaska. This presidential action overturned President Biden’s
Memorandum of Withdrawal. President Trump issued a series of executive orders that signal a significant shift in the United
States’ energy and climate change policies that has resulted in the elimination or proposed elimination of some regulatory
requirements. Future administrations may, however, pursue policies similar to, or more restrictive than, those put in place by
predecessor administrations.
Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws, orders,
regulations, treaties, or international agreements related to greenhouse gases 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. The efforts we have taken, and may undertake in the future, to respond to these evolving or new regulations and to
environmental initiatives of customers, investors, and others may increase our costs. These and other environmental
requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial
condition.
We may also communicate certain sustainability initiatives, commitments and goals in our SEC filings and other
disclosures, which subjects us to additional risks.
We could be subject to changes in 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.
We are subject to taxes in the United States and numerous jurisdictions where we operate and our subsidiaries are
organized. Due to economic and political conditions, tax rates in the United States and other jurisdictions may be subject to
significant change. Our tax returns are subject to examination by the U.S. Internal Revenue Service (IRS) and other tax
authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these
examinations to determine the adequacy of our provision for taxes.
Our U.S. federal income tax filings for tax years 2016 through 2024 are currently under review or remain open for
review by the IRS. As of December 31, 2025, the primary unresolved issue for the IRS audit for 2016 relates to the
classification of the $3.5 billion ordinary deduction that we claimed for the termination fee we paid to Baker Hughes in the
second quarter of 2016 for which we received a Notice of Proposed Adjustment (NOPA) from the IRS on September 28, 2023.
In 2023, we initiated the IRS administrative appeals process, which is ongoing. There can be no assurance as to the outcome of
the NOPA or other tax examinations and audits.
Changes in tax laws could also impact our business or results of operations. For example, the One Big Beautiful Bill
Act (OBBBA) was enacted on July 4, 2025, which, among other things, included revisions affecting the ability to utilize foreign
tax credits (FTC). As a result of this legislation, we reassessed the realizability of our FTC carryforwards and determined that it
is more likely than not that a portion of these carryforwards would not be realized and, thus, recorded an additional valuation
allowance of $125 million against our FTC deferred tax assets in the third quarter of 2025.
Adverse outcomes resulting from examinations of our tax returns, including the NOPA, an increase in tax rates in a
jurisdiction where we generate substantial income, particularly in the U.S., or changes in our ability to realize our deferred tax
assets could have a material adverse effect on our business, consolidated results of operations, and consolidated financial
condition.
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Our operations are subject to political and economic instability and risk of government actions that could have a
material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
We are exposed to risks inherent in doing business in each of the countries and regions in which we operate. Our
operations are subject to various risks unique to each country and region that could have a material adverse effect on our
business, consolidated results of operations, and consolidated financial condition. With respect to any particular country or
region, these risks may include:
-political and economic instability, including:
- civil unrest, acts of terrorism, war, and other armed conflict, such as the ongoing actions in Ukraine, and the
Middle East;
-
inflation; and
-
currency fluctuations, devaluations, and conversion restrictions; and
-governmental actions that may:
-
result in expropriation and nationalization of our assets in that country;
-
result in confiscatory taxation or other adverse tax policies;
-
limit or disrupt markets or our customers and our operations, restrict payments, or limit the movement of
funds;
-
impose sanctions on our ability to conduct business with certain customers or persons;
-
result in the deprivation of contract rights;
-
impose tariffs or otherwise limit the transport of goods and equipment into or out of that country; and
-
result in the inability to obtain or retain licenses required for operation.
For example, due to the unsettled political conditions in many oil-producing countries and regions, our operations,
revenue, and profits are subject to the adverse consequences of war, terrorism, civil unrest, strikes, currency controls, and
governmental actions. These, and other risks described above, could result in the loss of our personnel or assets, cause us to
evacuate our personnel from certain countries, cause us to increase spending on security worldwide, cause us to cease operating
in certain countries, cause disruption of shipping and supply chain operations, disrupt financial and commercial markets,
including the supply of and pricing for oil and natural gas, and generate greater political and economic instability in some of the
geographic areas in which we operate. Areas where we operate that have significant risk include, but are not limited to: the
Middle East, North Africa, Angola, Argentina, Azerbaijan, Brazil, Indonesia, Kazakhstan, Mexico, Mozambique, Nigeria,
Papua New Guinea, and Ukraine. In addition, any possible reprisals as a consequence of military or other action, such as acts of
terrorism in the United States or elsewhere, could have a material adverse effect on our business, consolidated results of
operations, and consolidated financial condition.
General Risk Factors
Our operations are subject to cyberattacks that could have a material adverse effect on our business, consolidated
results of operations, and consolidated financial condition.
We are increasingly dependent on digital technologies and services to conduct our business. We use these technologies
for internal and operational purposes, including data storage, processing, and transmissions, as well as in our interactions with
customers and suppliers. Examples of these digital technologies include analytics, automation, and cloud services. Our digital
technologies and services, and those of our customers and suppliers, are subject to the risk of cybersecurity incidents and, given
the nature of such incidents, some can remain undetected for a period of time despite efforts to detect and respond to them in a
timely manner. The increased use of artificial intelligence by threat actors has heightened risks, as AI-driven cyberattacks can
automate the discovery of vulnerabilities, generate highly convincing phishing attempts, and evade traditional detection
methods. We routinely monitor our systems for cybersecurity threats and have processes in place aimed at detecting and
remediating vulnerabilities and incidents. Nevertheless, we have experienced cybersecurity incidents and attempted breaches in
the past, one of which resulted in an unauthorized third party gaining access to certain of our systems and exfiltrating
information from those systems, which we previously disclosed in Form 8-Ks we filed with the SEC on August 23, 2024 and
September 3, 2024. The incident caused disruptions and limitation of access to portions of our business applications supporting
aspects of our operations and corporate functions, required us to incur significant costs, and required a significant amount of
attention from management and our workforce. Related to this incident, we face risks of unknown impacts or new events,
regulatory actions, or potential litigation, which could affect our business, reputation, consolidated results of operations, or
consolidated financial condition.
Even if we successfully defend our own digital technologies and services, we also rely on our customers and suppliers,
with whom we may share data and services, to protect their digital technologies and services from cybersecurity incidents.
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If our systems, or our customers’ or suppliers’ systems, for protecting against cybersecurity incidents prove not to be
sufficient, we could be adversely affected by, among other things: loss of or damage to intellectual property, proprietary or
confidential information, or customer, supplier, or employee data; interruption of our business operations; diversion of
management or workforce attention; and increased costs required to prevent, respond to, or mitigate cybersecurity incidents.
These risks could harm our reputation and our relationships with our customers, employees, suppliers and other third parties,
and may result in claims against us. In addition, laws and regulations governing cybersecurity resiliency, governance, and
incidents; 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. These risks could have
a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
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, if we
pause our share repurchases due to unforeseen events, or if our Board of Directors determines to change or discontinue dividend
payments or share repurchases.
We are subject to foreign currency exchange risks and limitations on our ability to reinvest earnings from
operations in one country to fund the capital needs of our operations in other countries or to repatriate assets from some
countries.
A sizable portion of our consolidated revenue and consolidated operating expenses is in foreign currencies. As a result,
we are subject to significant risks, including:
-foreign currency exchange risks resulting from changes in foreign currency exchange rates and the implementation
of exchange controls; and
-limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our
operations in other countries.
As an example, we conduct business in countries that have restricted or limited trading markets for their local
currencies and restrict or limit cash repatriation. We may accumulate cash in those geographies, but we may be limited in our
ability to convert our profits into U.S. dollars or to repatriate the profits from those countries. For example, we have
experienced these conditions in Argentina and other countries and though we have utilized processes to repatriate cash when we
believe it is appropriate to do so, we have incurred losses from devaluation of the local currency and from repatriating cash. We
expect restrictions on currency repatriation to continue in certain countries during 2026.
If we lose one or more of our significant customers or if our customers delay paying or fail to pay a significant
amount of our outstanding receivables, it could have a material adverse effect on our business, consolidated results of
operations, and consolidated financial condition.
We have a number of significant customers. While no single customer represented more than 10% of consolidated
revenue in any period presented, the loss of one or more significant customers or the consolidation of such customers could
have a material adverse effect on our business and our consolidated results of operations. There have been significant business
consolidations within the oil and natural gas industry in recent years. These and any future consolidations may result in reduced
capital spending by our customers, which may lead to a lower demand for our services and products.
HAL 2025 FORM 10-K | 18
| Table of Contents | Item 1(a) | Risk Factors |
In most cases, we bill our customers for our services in arrears and are, therefore, subject to our customers delaying or
failing to pay our invoices. We may experience increased delays and failures due to, among other reasons, a reduction in our
customers’ cash flow from operations and their access to the credit markets, particularly in weak economic or commodity price
environments. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have
a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Our acquisitions, dispositions and investments may not result in anticipated benefits and may present risks not
originally contemplated, which may have a material adverse effect on our business, consolidated results of operations, and
consolidated financial condition.
We continually seek opportunities to maximize efficiency and value through various transactions, including purchases
or sales of assets, businesses, investments, or joint venture interests. These transactions are intended to, but may not, result in
the realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or
income, or the reduction of risk. Acquisition transactions may use cash on hand or be financed by additional borrowings or by
the issuance of our common stock. These transactions may also adversely affect our business, consolidated results of
operations, and consolidated financial condition.
These transactions also involve risks, and we cannot ensure that:
-any acquisitions we attempt would be completed on the terms announced, or at all;
-any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated
benefits;
-any acquisitions would be successfully integrated into our operations and internal controls;
-the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal
exposure, including under the FCPA, or that we will appropriately quantify the exposure from known risks;
-any disposition would not result in decreased earnings, revenue, or cash flow;
-use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or
-any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.
Actions of and disputes with our joint venture partners could have a material adverse effect on the business and
results of operations of our joint ventures and, in turn, our business and consolidated results of operations.
We conduct some operations through joint ventures in which unaffiliated third parties may control the operations of
the joint venture or we may share control. As with any joint venture arrangement, differences in views among the joint venture
participants may result in delayed decisions, the joint venture operating in a manner that is contrary to our preference, or
failures to agree on major issues. We also cannot control the actions of our joint venture partners, including any violation of
law, nonperformance, or default by, or bankruptcy of our joint venture partners. These factors could have a material adverse
effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of
operations.
The loss or unavailability of any of our executive officers or other key employees could have a material adverse
effect on our business.
We depend greatly on the efforts of our executive officers and other key employees to manage our operations. The loss
or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.
Further, any failure to adequately plan for succession of executive officers or the failure of key employees to successfully
transition into new roles could result in a loss of institutional knowledge and have a material adverse effect on our business.
HAL 2025 FORM 10-K | 19
| Table of Contents | Item 1(b) | Unresolved Staff Comments |
Item 1(b). Unresolved Staff Comments.
None.
Item 1(c). Cybersecurity**.**
We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to
cybersecurity threats. An analysis of the impact, likelihood, and management preparedness of cybersecurity threats to our
strategic priorities is integrated into our enterprise risk management program and enterprise risk assessment process. This
provides cross-functional and geographical visibility, as well as executive leadership oversight, to address and mitigate
associated risks. We engage our internal information technology (IT) audit group to audit our information security programs,
and the results are reported to our executive management and the Audit Committee of our Board of Directors. We also engage
third party firms to identify, assess, and manage cybersecurity risks in alignment with cybersecurity standards, including the
National Institute of Standards and Technology (NIST) Cyber Security Framework, NIST 800-53, NIST 800-82, and
International Electrotechnical Commission 62443.
In managing material risks from cybersecurity threats, we require a security and technical architecture review for all
new software and applications, and for all changes to the underlying IT infrastructure that manages, processes, stores, or
transmits our data or data of our customers, vendors, suppliers, joint ventures, or employees. Any deviations from our policies
and standards are assessed by our IT & Information Security Governance processes. Any critical and high-risk levels that are
identified are then documented and reported to relevant key stakeholders.
Our policies and procedures also address the oversight, identification, and mitigation of cybersecurity risks associated
with our use of third-party service providers. Our policy requires that each third-party service provider go through a mandatory
IT & Information Security Governance processes review and obtain formal approval from our IT & Information Security
Governance groups before it can be used.
We have an Incident Response Plan that defines and documents procedures for assessing, identifying, and managing a
cybersecurity incident. In the event there is a cyber security incident, an Incident Response Team will assess the cybersecurity
incident’s impact as the basis for assigning a preliminary severity rating. This team then provides the Chief Information
Security Officer (CISO) with a summary and preliminary severity rating and the CISO subsequently notifies the Chief
Information Officer (CIO) as appropriate. The CISO and CIO will assess situational information and business impact to finalize
the severity rating. The CISO is then responsible for communicating incidents to other members of management as appropriate.
Were a cybersecurity incident to occur that was determined to be material by our management and Cyber Incident Response
Leadership, our Chief Executive Officer would notify our Board of Directors. Should any incidents occur that have a
preliminary severity rating of high or critical, our Cyber Incident Response Leadership would confer with our Cybersecurity
Disclosure Committee to determine whether to report the cybersecurity incident in our public filings.
Aside from more immediate reporting of material incidents to our Board of Directors as described above, our CISO
provides our Board of Directors with an update on cybersecurity during each of its quarterly meetings. This update includes
data on certain cybersecurity metrics, information on internal and third-party cybersecurity incidents, and general discussion of
cybersecurity risks. In addition, our Audit Committee receives a detailed update annually from the CISO, which includes in-
depth updates on our cybersecurity program and strategy including cybersecurity risks.
The CIO leads all components of our IT functions. Our CIO has over 20 years of experience with Halliburton and has
had numerous global assignments across all areas of IT delivery, operations, and management. Our CISO, who reports directly
to our Executive Vice President and Chief Administrative Officer, has over 25 years of experience in the areas of operations,
infrastructure and applications, solution and demand design.
We have experienced cybersecurity incidents and attempted breaches in the past, one of which resulted in an
unauthorized third party gaining access to certain of our systems and exfiltrating information from those systems, which we
determined was a material cybersecurity incident as previously disclosed in a Form 8-K we filed with the SEC on September 3,
- The incident caused disruptions and limitation of access to portions of our business applications supporting aspects of our
operations and corporate functions, required us to incur significant costs, and required a significant amount of attention from
management and our workforce. Related to this incident, we face risks of unknown impacts or new events, regulatory actions,
or potential litigation, which could affect our business, reputation, or consolidated financial condition. Further, if our systems,
or our customers’ or suppliers’ systems, for protecting against cybersecurity incidents prove to be insufficient, a future
cybersecurity incident could have a material adverse effect on our business, operations, or consolidated financial condition. See
additional information about our cybersecurity risks under General Risk Factors in Item 1(a) Risk Factors.
HAL 2025 FORM 10-K | 20
| Table of Contents | Item 2 | Properties |
Item 2. Properties.
We own or lease numerous properties in domestic and foreign locations. Our principal properties include
manufacturing facilities, research and development laboratories, technology centers, and corporate offices. We also have
numerous small facilities that include sales, project, support offices, and bulk storage facilities throughout the world. Our
owned properties have no material encumbrances. We believe all properties that we currently occupy are suitable for their
intended use.
The following locations represent our major facilities by segment:
–Completion and Production: Arbroath, United Kingdom; Duncan, Oklahoma; Johor Bahru, Malaysia; Jubail, Saudi
Arabia; Lafayette, Louisiana; Tulsa, Oklahoma; and Singapore
–Drilling and Evaluation: Alvarado, Texas and The Woodlands, Texas
–Shared/corporate facilities: Bangalore, India; Carrollton, Texas; Dhahran, Saudi Arabia; Dubai, United Arab
Emirates; Houston, Texas (corporate executive offices); Kuala Lumpur, Malaysia; London, England; Panama City,
Panama; Pune, India; Rio de Janeiro, Brazil; and Tananger, Norway
Item 3. Legal Proceedings.
On January 12, 2024, Plaintiff Eric Gilbert (“Plaintiff”), on behalf of himself and similarly situated stockholders of
Halliburton Company (the “Company”), filed a Verified Class Action Complaint (the “Action”) against, among others, the
Company in the Court of Chancery of the State of Delaware (the “Court”), challenging the validity of certain aspects of the
advance notice and stockholder nomination provisions of the By-laws of the Company, dated as of December 8, 2022.
On May 2, 2024, the Company modified the challenged provisions by amending the By-laws of the Company in the
form filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission (the “SEC”) on May 3, 2024 (the “Amendments”).
Plaintiff and the Company agreed that the Amendments rendered Plaintiff’s claims moot. To avoid the time and
expense of continued litigation and without any admissions, the parties agreed to resolve Plaintiff’s counsel fee application with
a payment by the Company to Plaintiff’s counsel of $150,000 in full satisfaction of the claim for attorneys’ fees and expenses in
the Action. On October 16, 2025, the Court entered a stipulation and order closing the Action, subject to the Company filing an
affidavit with the Court confirming that the disclosure in the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2025, which would constitute notice to stockholders for purposes of Court of Chancery Rule 23, had been filed
with the SEC. In entering such order, the Court did not pass judgment on the amount of the attorneys’ fees and expenses. The
Company filed such affidavit with the Court on October 29, 2025.
See Notes to Consolidated Financial Statements, Note 11 for further information regarding legal proceedings.
Item 4. Mine Safety Disclosures.
Our barite and bentonite mining operations, in support of our fluid services business, are subject to regulation by the
U.S. Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning
mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this annual report.
HAL 2025 FORM 10-K | 21
| Table of Contents | Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Halliburton Company’s common stock is dually traded on the New York Stock Exchange and New York Stock
Exchange Texas under the symbol "HAL." Information related to dividend payments is included in Item 8. Financial Statements
and Supplementary Data. The declaration and payment of future dividends will be at the discretion of the Board of Directors
and will depend on, among other things, future earnings, general financial condition and liquidity, success in business activities,
capital requirements, and general business conditions.
The following graph and table compare total shareholder return on our common stock for the five-year period ended
December 31, 2025, 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, 2020 and the reinvestment of all dividends. The
shareholder return set forth is not necessarily indicative of future performance. The following graph and related information
shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that
Halliburton specifically incorporates it by reference into such filing.
| December 31, | |||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Halliburton | $100.00 | $121.99 | $212.88 | $199.13 | $152.98 | $163.76 | |
| Philadelphia Oil Service Index (OSX) | 100.00 | 120.74 | 194.98 | 198.71 | 175.53 | 181.72 | |
| Standard & Poor’s 500 ® Index | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 |
HAL 2025 FORM 10-K | 22
| Table of Contents | Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
At January 30, 2026, we had 8,906 shareholders of record. In calculating the number of shareholders, we consider
clearing agencies and security position listings as one shareholder for each agency or listing.
The following table is a summary of repurchases of our common stock during the three-month period ended
December 31, 2025.
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (b) |
| October 1 - 31 | 4,056,882 | $24.37 | 4,000,984 | $2,201,987,042 |
| November 1 - 30 | 2,747,338 | $26.82 | 2,724,670 | $2,128,889,195 |
| December 1 - 31 | 2,899,614 | $28.08 | 2,836,385 | $2,049,168,144 |
| Total | 9,703,834 | $26.17 | 9,562,039 |
| (a) | Of the 9,703,834 shares purchased during the three-month period ended December 31, 2025, 141,795 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 program to repurchase a specified dollar amount of our common stock from time to time. On July 21, 2014, our Board of Directors announced that it had approved an increase in the total available outstanding authorization for repurchases to $6.0 billion. Approximately $2.0 billion remained authorized for repurchases as of December 31, 2025. From the inception of this program in February 2006 through December 31, 2025, we repurchased approximately 326 million shares of our common stock for a total cost of approximately $12.1 billion. The program may be terminated or suspended at any time and does not have a specified expiration date. |
Item 6. (Reserved)
HAL 2025 FORM 10-K | 23
| Table of Contents | Item 7 | Executive Overview |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in
conjunction with the consolidated and combined financial statements included in Item 8. Financial Statements and
Supplementary Data contained herein.
EXECUTIVE OVERVIEW
Market conditions
In 2025, global oil and natural gas markets remained impacted by non-OPEC supply growth, slower demand recovery
in certain areas around the globe, OPEC+ production, ongoing geopolitical tensions in the Middle East, and the continued
impacts of the Russia-Ukraine conflict. In the U.S., oil and natural gas production in 2025 remained elevated, despite a
generally declining rig count, as a result of the industry's focus on efficiencies and higher service intensity. Lower commodity
pricing and U.S. land rig counts generally contributed to softness in the market for energy products and services in North
America. The international rig count decreased compared to 2024.
The West Texas Intermediate (WTI) crude oil price averaged approximately $60 per barrel during the fourth quarter of
2025 and approximately $65 per barrel for the full year of 2025. The Brent crude oil price averaged approximately $64 per
barrel during the fourth quarter of 2025 and approximately $69 per barrel for the full year of 2025.
Trade tensions and tariffs continue to shape the demand outlook amid varying market responses. We continue to
monitor and assess the impact of tariffs on goods being imported into the United States. Our global supply chain organization
continuously monitors market trends and works to mitigate those and other cost increases through economies of scale in global
procurement, technology modifications, and efficient sourcing practices. Globally, we continue to be impacted by extended
supply chain lead times for the supply of select raw materials. Also, while we have been impacted by inflationary cost
increases, primarily related to 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 to minimize their operational impact.
Financial results
The following graph illustrates our revenue and operating margins for each operating segment over the past three
years.
During 2025, we generated total company revenue of $22.2 billion, a 3% decrease from the $22.9 billion of revenue
generated in 2024 with our Completion and Production (C&P) segment revenue decreasing by 4% and our Drilling and
Evaluation (D&E) segment revenue decreasing by 3%. Total company operating income was $2.3 billion, including
impairments and other charges of $831 million, in 2025, compared to $3.8 billion, including impairment and other charges of
$116 million, in 2024. Due to new tariffs imposed during 2025 by the United States, the incremental expense was
approximately $89 million.
Driven in large part by a decrease in the average North America rig count in 2025 as compared to 2024, our North
America revenue decreased 6% in 2025, resulting from lower activity across multiple product service lines in U.S. Land and
lower completion tool sales in the Gulf of America. Partially offsetting these decreases were improved stimulation activity and
increased fluids services in the Gulf of America, increased drilling activity in U.S. Land, and higher completion tool sales in
Canada.
HAL 2025 FORM 10-K | 24
| Table of Contents | Item 7 | Executive Overview |
Internationally, revenue decreased by 2% in 2025 compared to 2024, due to a decline in the international average rig
count and decreased activity across multiple product service lines in Mexico and Saudi Arabia. Partially offsetting these
decreases were higher activity across multiple services lines in Norway and Brazil, improved fluid services in the Middle East,
Argentina, and the Caribbean, and increased stimulation activity in Middle East/Asia and Africa.
Our operating performance and liquidity are described in more detail in “Liquidity and Capital Resources” and
“Business Environment and Results of Operations.”
HAL 2025 FORM 10-K | 25
| Table of Contents | Item 7 | Liquidity and Capital Resources |
L****IQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025, we had $2.2 billion of cash and equivalents, compared to $2.6 billion of cash and
equivalents at December 31, 2024.
Significant sources and uses of cash in 2025
Sources of cash:
*•*Cash flows from operating activities were $2.9 billion. Working capital, which consists of receivables, inventories,
and accounts payable, collectively had a positive impact of $196 million.
-
We received $444 million on the sale of investment securities.
-
We received $185 million on the sale of property, plant, and equipment.
-
We received $120 million on the sale of an equity investment.
Uses of cash:
*•*Capital expenditures were $1.3 billion.
- We repurchased 42.4 million shares of our common stock for $1.0 billion, which includes excise tax payment due
on 2024 share repurchases.
-
We paid $579 million of dividends to our shareholders.
-
We retired $382 million of our 3.8% senior notes due November 2025.
-
We paid $363 million related to a purchase of an equity investment.
-
We purchased $202 million of investment securities.
-
We paid $185 million to acquire businesses.
Future sources and uses of cash
We manufacture most of our own equipment, which provides us with some flexibility to increase or decrease our
capital expenditures based on market conditions. We currently expect capital spending for 2026 to be approximately $1.1
billion. Despite this reduction from 2025, we believe this level of spending will enable continued investment in our core
strategic technologies and businesses, including the international expansion of our artificial lift, well intervention,
unconventionals, and drilling technologies. We will continue to maintain capital discipline and monitor the rapidly changing
market dynamics, and we may adjust our capital spend accordingly.
In 2026, we expect to pay approximately $505 million for contractual purchase obligations, with another $315 million
due through 2028, $378 million of interest on debt, and $418 million under our leasing arrangements. Payments for interest on
our debt are expected to remain relatively flat for the foreseeable future. See Notes to Consolidated Financial Statements, Note
6 and Note 10 for additional information on expected future payments under our leasing arrangements and debt maturities.
We are not able to reasonably estimate the timing of cash outflows associated with our uncertain tax positions, in part
because we are unable to predict the timing of potential tax settlements with applicable taxing authorities. As of December 31,
2025, we had $170 million of gross unrecognized tax benefits, excluding penalties and interest, of which we estimate $155
million may require us to make a cash payment. We estimate that approximately $131 million of the cash payment will not be
settled within the next 12 months.
While we maintain focus on liquidity, we are also focused on providing cash returns to our shareholders. In 2023, 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. We returned $1.6 billion of capital to shareholders in 2025 through dividends and
share repurchases. During 2025, our quarterly dividend rate was $0.17 per common share, or approximately $145 million in
aggregate.
We may utilize share repurchases as part of our capital return framework. Our Board of Directors has authorized a
program to repurchase our common stock from time to time. We repurchased 42.4 million shares of common stock during the
year ended December 31, 2025 under this program. Approximately $2.0 billion remained authorized for repurchases as of
December 31, 2025 and may be used for open market and other share purchases.
HAL 2025 FORM 10-K | 26
| Table of Contents | Item 7 | Liquidity and Capital Resources |
During 2023, we began our migration to SAP S4 which we expect to complete in the fourth quarter of 2026. During
the year ended December 31, 2025, we incurred $154 million in expense on our SAP S4 migration. Due to the extension of the
project we announced in the second quarter of 2025, we expect the estimated total cost will be approximately $45 million per
quarter going forward. We believe the new system will provide important efficiency benefits, cost savings, enhanced visibility
to our operations, and advanced analytics that will benefit us and our customers.
We may, from time to time, redeem, repurchase, or otherwise acquire our outstanding debt through privately
negotiated transactions, open market purchases, redemptions, tender offers or otherwise, but we are under no obligation to do
so.
Other factors affecting liquidity
Financial condition in current market. As of December 31, 2025, we had $2.2 billion of cash and equivalents and $3.5
billion of available committed bank credit under a new revolving credit facility executed on August 18, 2025, with an
expiration date of August 16, 2030. We believe we have a manageable debt maturity profile, with approximately $90 million
due February 2027. Furthermore, we have no financial covenants or material adverse change provisions in our bank
agreements, and our debt maturities extend over a long period of time. We believe our cash on hand, cash flows generated from
operations, and our available credit facility will provide sufficient liquidity to address the challenges and opportunities of the
current market and our expected global cash needs, including capital expenditures, working capital investments, shareholder
returns, if any, debt repurchases, if any, and scheduled interest and principal payments, in the short term and long term.
Guarantee agreements*.* In the normal course of business, we have agreements with financial institutions under which
approximately $3.1 billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, 2025.
Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization;
however, none of these triggering events have occurred. As of December 31, 2025, we had no material off-balance sheet
liabilities and were not required to make any material cash distributions to our unconsolidated subsidiaries.
We have entered into credit default swaps (CDSs) with third-party financial institutions that have an aggregate
notional amount outstanding as of December 31, 2025 of $592 million, compared to an aggregate notional amount outstanding
as of December 31, 2024 of $739 million, related to borrowings provided by the financial institutions to one of our primary
customers in Mexico, of which portions of the proceeds were utilized by this customer to pay certain of our outstanding
receivables. Approximately $455 million of the outstanding amount of the CDSs reduces monthly over its remaining 9-month
term and $75 million reduces monthly over its remaining 6-month term. The remaining $62 million outstanding amount reduces
monthly over its remaining 2-month term.
Credit ratings*.* Our credit ratings with Standard & Poor’s remain BBB+ for our long-term debt and A-2 for our short-
term debt, with a stable outlook. Our credit ratings with Moody's Investors Service remain A3 for our long-term debt and P-2
for our short-term debt, with a stable outlook.
Customer receivables. In line with industry practice, we bill our customers for our services in arrears and are,
therefore, subject to our customers delaying or failing to pay our invoices. 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, as well as unsettled political conditions.
Receivables from our primary customer in Mexico accounted for approximately 7% of our total receivables as of
December 31, 2025. While we have experienced payment delays from our primary customer in Mexico, the amounts are not in
dispute and we have not historically had, and we do not expect, any material write-offs due to collectability of receivables from
this customer.
HAL 2025 FORM 10-K | 27
| Table of Contents | Item 7 | Business Environment and Results of Operations |
BUSINESS ENVIRONMENT AND RESULTS OF OPERATIONS
We operate in more than 70 countries throughout the world to provide a comprehensive range of services and products
to the energy industry. Our revenue is generated from the sale of services and products to major, national, and independent oil
and natural gas companies worldwide. The industry we serve is highly competitive with many substantial competitors in each
segment of our business. In 2025, 2024, and 2023, based on the location of the services provided and products sold, 39%, 40%,
and 44%, respectively, of our consolidated revenue was from the United States. No other country accounted for more than 10%
of our revenue for those periods.
Activity within our business segments is significantly impacted by spending on upstream exploration, development,
and production programs by our customers. Also impacting our activity is the status of the global economy, which impacts oil
and natural gas consumption.
Some of the more significant determinants of current and future spending levels of our customers are oil and natural
gas prices, our customers’ expectations about future prices, global oil supply and demand, the impact on natural gas supply and
demand in North America of electrification and data centers power requirements, completions intensity, the world economy, the
availability of capital, government regulation, and global stability, which together drive worldwide drilling and completions
activity. We expect that many of our customers in North America will continue their strategy of operating within their cash
flows and generating returns rather than prioritizing production growth. Lower oil and natural gas prices usually translate into
lower exploration and production budgets and lower rig count, while the opposite is usually true for higher oil and natural gas
prices. Our financial performance is therefore significantly affected by oil and natural gas prices and worldwide rig activity,
which are summarized in the tables below.
The table below shows the average prices for West Texas Intermediate (WTI) crude oil, United Kingdom Brent crude
oil, and Henry Hub natural gas.
| 2025 | 2024 | 2023 | |
| Oil Price - WTI (1) | $65.46 | $76.55 | $77.64 |
| Oil Price - Brent (1) | 69.10 | 80.53 | 82.47 |
| Natural Gas Price - Henry Hub (2) | 3.53 | 2.19 | 2.54 |
| (1) | Oil prices measured in dollars per barrel. | ||||
| (2) | Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu. |
The historical average rig counts based on the weekly Baker Hughes rig count data were as follows:
| 2025 | 2024 | 2023 | |
| US Land | 546 | 580 | 669 |
| US Offshore | 15 | 19 | 18 |
| Canada | 175 | 187 | 177 |
| North America | 736 | 786 | 864 |
| International (1) | 1,080 | 1,162 | 948 |
| Worldwide Total | 1,816 | 1,948 | 1,812 |
| (1) | Historical average rig counts shown are based on data provided by Baker Hughes, which included retroactive adjustments to international rig counts previously reported as a result of a methodology change effective January 2024. |
HAL 2025 FORM 10-K | 28
| Table of Contents | Item 7 | Business Environment and Results of Operations |
Business outlook
Looking ahead to 2026, we expect the global energy market to remain dynamic, with oil demand continuing to grow
modestly while global supply is projected to outpace demand in the near term, contributing to price pressure and inventory
builds. At the same time, natural gas demand is forecasted to strengthen in 2026 as LNG capacity expands and consumption in
key markets increases. Absent geo-political disruptions, we expect commodity prices are unlikely to rise.
We expect international activity to be stable year over year, with revenue to be flat to up modestly, led by Latin
America. We anticipate moderate softness in North America and expect revenue to decline year over year compared to 2025.
This outlook reflects the full year impact of reduced customer activity in land operations, our decision to stack uneconomic
fleets, and the timing of customer programs in the Gulf of America.
Despite the market conditions described above, we believe the combination of long-cycle international investments
and emerging structural demand for natural gas, driven by data centers, electrification, and power reliability, positions our
business for growth opportunities over the medium and long term. This growth includes our strategic collaboration with
VoltaGrid, for which we have secured manufacturing capacity for 400 megawatts of modular natural gas power systems for
delivery in 2028 to support the development of data centers in the Eastern Hemisphere. Additionally, we believe increased
investment in existing and new sources of oil and natural gas production is needed to address future demand. This will
necessitate production from conventional and unconventional, deep-water and shallow-water, and short and long-cycle projects.
We expect that increased oil and natural gas production requirements will in turn create demand for our products and services.
We continue to monitor the recent developments in Venezuela and plan to grow our business once commercial and
legal terms are resolved, including payment certainty.
HAL 2025 FORM 10-K | 29
| Table of Contents | Item 7 | Results of Operations in 2025 Compared to 2024 |
RESULTS OF OPERATIONS IN 2025 COMPARED TO 2024
| Favorable | Percentage | |||
| Millions of dollars | 2025 | 2024 | (Unfavorable) | Change |
| Revenue: | ||||
| By operating segment: | ||||
| Completion and Production | $12,782 | $13,251 | $(469) | (4)% |
| Drilling and Evaluation | 9,402 | 9,693 | (291) | (3) |
| Total revenue | $22,184 | $22,944 | $(760) | (3)% |
| By geographic region: | ||||
| North America | $9,066 | $9,626 | $(560) | (6)% |
| Latin America | 3,935 | 4,211 | (276) | (7) |
| Europe/Africa/CIS | 3,351 | 3,003 | 348 | 12 |
| Middle East/Asia | 5,832 | 6,104 | (272) | (4) |
| Total revenue | $22,184 | $22,944 | $(760) | (3)% |
| Operating income: | ||||
| By operating segment: | ||||
| Completion and Production | $2,128 | $2,709 | $(581) | (21)% |
| Drilling and Evaluation | 1,379 | 1,608 | (229) | (14) |
| Total operations | 3,507 | 4,317 | (810) | (19) |
| Corporate and other | (262) | (255) | (7) | (3) |
| SAP S4 upgrade expense | (154) | (124) | (30) | (24) |
| Impairments and other charges | (831) | (116) | (715) | n/m |
| Total operating income | $2,260 | $3,822 | $(1,562) | (41)% |
| n/m = not meaningful |
Operating Segments
Completion and Production
Completion and Production revenue in 2025 was $12.8 billion, a decrease of $469 million, or 4%, compared to 2024.
Operating income for the segment in 2025 was $2.1 billion, a decrease of $581 million, or 21%, compared to 2024. These
results were primarily driven by decreased pressure pumping services in U.S. Land, lower completion tool sales in the Western
Hemisphere, the Middle East, and Africa, and decreased well intervention services in Middle East/Asia. Partially offsetting
these decreases were higher year-end completion tool sales in Europe, and increased well intervention services in Latin
America.
Drilling and Evaluation
Drilling and Evaluation revenue in 2025 was $9.4 billion, a decrease of $291 million, or 3%, compared to 2024.
Operating income for the segment in 2025 was $1.4 billion, a decrease of $229 million, or 14%, compared to 2024. These
results were primarily driven by lower drilling activity in the Middle East and Latin America, and lower wireline activity in
Middle East/Asia, and decreased testing services internationally. Partially offsetting these decreases were improved fluids
services and higher project management activity in Latin America, and increased drilling activity in Europe/Africa.
Geographic Regions
North America
North America revenue in 2025 was $9.1 billion, a 6% decrease compared to 2024, largely driven by lower activity
across multiple product service lines in U.S. Land and lower completion tool sales in the Gulf of America. Partially offsetting
these decreases were improved stimulation activity and increased fluids services in the Gulf of America, increased drilling
activity in U.S. Land, and higher completion tool sales in Canada.
HAL 2025 FORM 10-K | 30
| Table of Contents | Item 7 | Results of Operations in 2025 Compared to 2024 |
Latin America
Latin America revenue in 2025 was $3.9 billion, a 7% decrease compared to 2024, resulting from lower activity across
multiple product service lines in Mexico and lower completion tool sales in Brazil. Partially offsetting these decreases were
improved activity across multiple product service lines in Brazil, and higher drilling related services in Argentina and the
Caribbean.
Europe/Af**rica/CIS
Europe/Africa/CIS revenue in 2025 was $3.4 billion, a 12% increase compared to 2024, resulting from higher activity
across multiple product service lines in Norway and Romania, increased stimulation activity in Congo, higher project
management activity in Africa, and improved well construction activity in Namibia. Partially offsetting these increases were
lower activity across multiple product service lines in Italy and Senegal, and lower completion tool sales and decreased pressure
pumping services in Angola.
Middle East/Asia
Middle East/Asia revenue in 2025 was $5.8 billion, a 4% decrease compared to 2024, resulting from lower activity
across multiple product service lines in Saudi Arabia and Malaysia. Partially offsetting these decreases were improved activity
across multiple product service lines in Kuwait, higher stimulation activity in India, higher drilling related services in Indonesia,
and increased fluids services in the United Arab Emirates.
Other Operating Items
SAP S4 Upgrade Expense. As previously mentioned, during 2023 we began our migration to SAP S4, which we expect
to complete in the fourth quarter of 2026. During the years ended December 31, 2025 and 2024, we recognized $154 million
and $124 million of expense on our SAP S4 migration, respectively.
Impairments and Other Charges*.* During the year ended December 31, 2025, we recognized a pre-tax charge of $831
million primarily related to severance costs, an impairment of assets held for sale, fixed and other assets write-offs, an
impairment of facility closures and lease terminations, an equity in earnings loss, and other items, primarily related to legacy
environmental remediation cost estimate increases. During the year ended December 31, 2024, we recognized a pre-tax charge
of $116 million, primarily related to severance costs, an impairment of assets held for sale, expenses related to a cybersecurity
incident, a gain on a fair value adjustment of an equity investment, and other items. See Notes to Consolidated Financial
Statements, Note 2 for further discussion of these charges.
Nonoperating Items
Argentina Impairment on Investment. In years 2022, 2023 and 2024, we executed a series of loans to a third party and
received notes that are to be repaid in U.S. dollars upon maturity or earlier if certain conditions are met. During the year ended
December 31, 2025 and 2024, we recorded a loss of $23 million and $38 million, respectively, resulting from the deterioration
in the outlook of the debtor’s liquidity and financial projections. This is included in “Other, net” on the Consolidated
Statements of Operations.
Argentina Blue Chip Swap. The Central Bank of Argentina maintains currency controls that limit our ability to access
U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip
Swaps effectively results in a parallel U.S. dollar exchange rate. For the years ended December 31, 2025, 2024, and 2023, we
entered into Blue Chip Swap transactions, which resulted in a pre-tax loss on investment for $9 million, $8 million, and $110
million, respectively.
Egypt Currency Impact. In the first quarter of 2024, the Egyptian pound devalued by approximately 35% relative to
the U.S. dollar. Consequently, we incurred a loss of $34 million during the year ended December 31, 2024, due to the
devaluation of the currency in Egypt. This is included in “Other, net” on the Consolidated Statements of Operations.
Income Tax Provision. During the year ended December 31, 2025, we recorded a total income tax provision of $479
million on a pre-tax income of $1.8 billion, resulting in an effective tax rate of 27.0%. The effective tax rate for 2025 was
primarily impacted by the pre-tax $831 million of impairments and other charges, the $23 million impairment of an investment
in Argentina, the additional valuation allowance recognized in the amount of $125 million on our deferred tax assets which
resulted from the impact on the realizability of our FTC carryforward due to the “One Big Beautiful Bill Act,” and partially
offset by an $86 million discrete tax benefit from the Foreign-Derived Intangible Income (FDII) deduction attributable to a
royalty prepayment. During the year ended December 31, 2024, we recorded a total income tax provision of $718 million on
pre-tax income of $3.2 billion, resulting in an effective tax rate of 22.2%. The effective tax rate for 2024 was primarily
impacted by our geographic mix of earnings, tax adjustments related to the reassessment of prior year tax accruals, and changes
of valuation allowance on some of our deferred tax assets. We recorded a tax benefit of $41 million during the year ended
December 31, 2024, due to a partial release of a valuation allowance on our deferred tax assets based on market conditions.
HAL 2025 FORM 10-K | 31
| Table of Contents | Item 7 | Results of Operations in 2025 Compared to 2024 |
Pillar Two*.* The Organization for Economic Co-operation and Development enacted model rules for a new global
minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or are in the process of
enacting, legislation considering these model rules. These rules did not have a material impact on our taxes for the year ended
December 31, 2025 and 2024.
Internal Revenue Service Notice of Proposed Adjustment. We are subject to taxes in the United States and in numerous
jurisdictions where we operate or where our subsidiaries are organized. Our tax returns are routinely subject to examination by
the taxing authorities in the jurisdictions where we file tax returns. In most cases we are no longer subject to examination by tax
authorities for years before 2014. The only significant operating jurisdiction that has tax filings under review or subject to
examination by the tax authorities is the United States. Our United States federal income tax filings for tax years 2016 through
2024, including carry back of 2016 net operating losses to 2014, are currently under review or remain open for review by the
IRS.
On September 28, 2023, we received a Notice of Proposed Adjustment (NOPA) from the IRS covering our 2016 U.S.
tax return. The NOPA proposed an adjustment to reclassify approximately 95% of the $3.5 billion termination fee paid to Baker
Hughes in 2016 from an ordinary expense deduction to a capital loss. The termination fee was paid to Baker Hughes under the
merger agreement after antitrust regulators in multiple jurisdictions failed to approve our proposed merger. It is common
commercial practice to include a termination fee in a merger agreement to compensate the target for damages incurred when the
acquisition does not go forward. The IRS’s long-understood position at the time of the payment had been to treat such payments
as an ordinary and necessary business expense. We strongly disagree with the proposed adjustment on both a factual and legal
basis, and we plan to vigorously contest it.
We expect that resolving this dispute will take substantial time. In 2023, we initiated the IRS administrative appeals
process, which is ongoing. Failing a resolution through that process, the matter would ultimately be resolved by the United
States federal courts.
We regularly assess the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of
our tax reserves, and we believe our income tax reserves are appropriately provided for all open tax years. We cannot assure
you that the matter will be determined in our favor or against us, and if the matter is ultimately determined unfavorably to us, it
could have a material adverse impact on our results of operations and cash flows. Based on tax attributes currently available, we
estimate that, should the IRS's position prevail through the appellate process and subsequent litigation, the proposed adjustment
could result in cash taxes due of approximately $640 million (plus interest thereon in the case of amounts due for previous tax
years). Our estimates are calculated under current tax law and on the bases of our assumptions regarding taxable income and
loss and other tax attributes over the relevant period, which law could change and which assumptions could and likely will
differ materially from actual results. In any event, no payment of any additional tax is currently required, nor do we anticipate
that the proposed adjustment would materially and adversely impact our ability to meet our expected uses of cash, including
future capital expenditures, working capital investments, and scheduled debt repayments, or our ability to return cash to
shareholders, even if a final determination of the matter is reached that is adverse to us.
HAL 2025 FORM 10-K | 32
| Table of Contents | Item 7 | Results of Operations in 2024 Compared to 2023 |
RESULTS OF OPERATIONS IN 2024 COMPARED TO 2023
Information related to the comparison of our operating results between the years 2024 and 2023 is included in Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K filed with the
SEC and is incorporated by reference into this annual report on Form 10-K.
HAL 2025 FORM 10-K | 33
| Table of Contents | Item 7 | Critical Accounting Estimates |
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires the use of judgments and estimates. Our critical accounting policies
are described below to provide a better understanding of how we develop our assumptions and judgments about future events
and related estimates and how they can impact our financial statements. A critical accounting estimate is one that requires our
most difficult, subjective, or complex judgments and assessments and is fundamental to our results of operations. We identified
our most critical accounting estimates to be:
-forecasting our income tax (provision) benefit, including our future ability to utilize foreign tax credits and the
realizability of deferred tax assets (including net operating loss carryforwards), and providing for uncertain tax
positions;
-legal and investigation matters;
-valuations of long-lived assets, including intangible assets and goodwill; and
-allowance for credit losses.
We base our estimates on historical experience and on various other assumptions we believe to be reasonable
according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. We believe the following are the critical
accounting policies used in the preparation of our consolidated financial statements, as well as the significant estimates and
judgments affecting the application of these policies. This discussion and analysis should be read in conjunction with our
consolidated financial statements and related notes included in this report.
Income tax accounting
We recognize the amount of taxes payable or refundable for the current year and use an asset and liability approach in
recognizing the amount of deferred tax liabilities and assets for the future tax consequences of events that have been recognized
in our financial statements or tax returns. We apply the following basic principles in accounting for our income taxes:
-a current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the
current year;
-a deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences
and carryforwards;
-the measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law, and
the effects of potential future changes in tax laws or rates are not considered; and
-the value of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available
evidence, are not expected to be realized.
We determine deferred taxes separately for each tax-paying component (an entity or a group of entities that is
consolidated for tax purposes) in each tax jurisdiction. That determination includes the following procedures:
-identifying the types and amounts of existing temporary differences;
-measuring the total deferred tax liability for taxable temporary differences using the applicable tax rate;
-measuring the total deferred tax asset for deductible temporary differences and operating loss carryforwards using
the applicable tax rate;
-measuring the deferred tax assets for each type of tax credit carryforward; and
-reducing the deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized.
Our methodology for recording income taxes requires a significant amount of judgment and the use of assumptions
and estimates. Additionally, we use forecasts of certain tax elements, such as taxable income and foreign tax credit utilization,
as well as evaluate the feasibility of implementing tax planning strategies. Given the inherent uncertainty involved with the use
of such variables, there can be significant variation between anticipated and actual results that could have a material impact on
our income tax accounts related to continuing operations.
HAL 2025 FORM 10-K | 34
| Table of Contents | Item 7 | Critical Accounting Estimates |
We have operations in more than 70 countries. Consequently, we are subject to the jurisdiction of a significant number
of taxing authorities. The income earned in these various jurisdictions is taxed on differing bases, including net income actually
earned, net income deemed earned, and revenue-based tax withholding. Our tax filings are routinely examined in the normal
course of business by tax authorities. The final determination of our income tax liabilities involves the interpretation of local tax
laws, tax treaties and related authorities in each jurisdiction, as well as the significant use of estimates and assumptions
regarding the scope of future operations and results achieved, the timing and nature of income earned and expenditures
incurred. The final determination of tax audits or changes in the operating environment, including changes in tax law and
currency/repatriation controls, could impact the determination of our income tax liabilities for a tax year and have an adverse
effect on our financial statements. For example, we received a NOPA from the IRS on September 28, 2023. See Management's
Discussion and Analysis of Financial Condition and Results of Operations - Nonoperating Items, Internal Revenue Service
Notice of Proposed Adjustment and Notes to Consolidated Financial Statements, Note 12 for further information.
Tax filings of our subsidiaries, unconsolidated affiliates and related entities are routinely examined in the normal
course of business by tax authorities. These examinations may result in assessments of additional taxes, which we work to
resolve with the tax authorities and through the judicial process. Predicting the outcome of disputed assessments involves some
uncertainty. Factors such as the availability of settlement procedures, willingness of tax authorities to negotiate, and the
operation and impartiality of judicial systems vary across the different tax jurisdictions and may significantly influence the
ultimate outcome. We review the facts for each assessment, and then utilize assumptions and estimates to determine the most
likely outcome and provide taxes, interest, and penalties, as needed based on this outcome. We provide for uncertain tax
positions pursuant to current accounting standards, which prescribe a minimum recognition threshold and measurement
methodology that a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the
financial statements. The standards also provide guidance for derecognition classification, interest and penalties, accounting in
interim periods, disclosure, and transition.
Legal and investigation matters
As discussed in Notes to Consolidated Financial Statements, Note 11, we are subject to various legal and investigation
matters arising in the ordinary course of business. As of December 31, 2025, we have accrued an estimate of the probable and
estimable costs for the resolution of some of our legal and investigation matters, which is not material to our consolidated
financial statements. For other matters for which the liability is not probable and reasonably estimable, we have not accrued any
amounts. Attorneys in our legal department monitor and manage all claims filed against us and review all pending
investigations. Generally, the estimate of probable costs related to these matters is developed in consultation with internal and
outside legal counsel representing us. Our estimates are based upon an analysis of potential results, assuming a combination of
litigation and settlement strategies. The accuracy of these estimates is impacted by, among other things, the complexity of the
issues and the amount of due diligence we have been able to perform. We attempt to resolve these matters through settlements,
mediation, and arbitration proceedings when possible. If the actual settlement costs, final judgments, or fines, after appeals,
differ from our estimates, there may be a material adverse effect on our future financial results. We have in the past recorded
significant adjustments to our initial estimates of these types of contingencies.
Value of long-lived assets, including intangible assets and goodwill
We carry a variety of long-lived assets on our balance sheet including property, plant, and equipment, goodwill, and
other intangibles. Impairment is the condition that exists when the carrying amount of a long-lived asset exceeds its fair value,
and any impairment charge that we record reduces our operating income. Goodwill is the excess of the cost of an acquired
entity over the net of the amounts assigned to assets acquired and liabilities assumed. We conduct impairment tests on goodwill
annually, during the third quarter, or more frequently whenever events or changes in circumstances indicate an impairment may
exist. We conduct impairment tests on long-lived assets, other than goodwill, whenever events or changes in circumstances
indicate that the carrying value may not be recoverable.
HAL 2025 FORM 10-K | 35
| Table of Contents | Item 7 | Critical Accounting Estimates |
When conducting an impairment test on long-lived assets, other than goodwill, we first group individual assets based
on the lowest level for which identifiable cash flows are largely independent of the cash flows from other assets. This requires
some judgment. We then compare estimated future undiscounted cash flows expected to result from the use and eventual
disposition of the asset group to its carrying amount. If the undiscounted cash flows are less than the asset group’s carrying
amount, we then determine the asset group’s fair value by using a discounted cash flow analysis. This analysis is based on
estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates
and expected profitability margins, estimates of the remaining useful life and service potential of the assets within the asset
group, and a discount rate based on our weighted average cost of capital. An impairment loss is measured and recorded as the
amount by which the asset group’s carrying amount exceeds its fair value. See Notes to Consolidated Financial Statements,
Note 2 for further discussion of impairments and other charges. We perform our goodwill impairment assessment for each
reporting unit, which is the same as our reportable segments, the Completion and Production division and the Drilling and
Evaluation division, comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including
goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s
short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount
rates, revenue growth rates, expected profitability margins, forecasted capital expenditures, and the timing of expected future
cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of
the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an
impairment loss is measured and recorded.
The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity
pricing, supply and demand for our services, and future market conditions, which are difficult to predict in volatile economic
environments and could result in impairment charges in future periods if actual results materially differ from the estimated
assumptions utilized in our forecasts. If market conditions deteriorate, including crude oil prices significantly declining and
remaining at low levels for a sustained period of time, we could be required to record additional impairments of the carrying
value of our long-lived assets in the future which could have a material adverse impact on our operating results. See Notes to
Consolidated Financial Statements, Note 1 for our accounting policies related to long-lived assets.
Allowance for credit losses
We evaluate our global accounts receivable through a continuous process of assessing our portfolio on an individual
customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status
of the customer accounts, financial condition of our customers, and whether the receivables involve retainages. We also
consider the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating the
need for an allowance. Based on our review of these factors, we establish or adjust allowances for specific customers. This
process involves judgment and estimation, and frequently involves significant dollar amounts. Accordingly, our results of
operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts.
At December 31, 2025, our allowance for credit losses totaled $805 million or 14.9% of notes and accounts receivable
before the allowance. At December 31, 2024, our allowance for credit losses totaled $754 million, or 13.9% of notes and
accounts receivable before the allowance. The allowance for credit losses in both years is primarily comprised of accounts
receivable from our primary customer in Venezuela. A hypothetical 100 basis point change in our estimate of the collectability
of our notes and accounts receivable balance as of December 31, 2025 would have resulted in a $54 million adjustment to 2025
total operating costs and expenses. See Notes to Consolidated Financial Statements, Note 5 for further information.
HAL 2025 FORM 10-K | 36
| Table of Contents | Item 7 | Financial Instrument Market Risk |
FINANCIAL INSTRUMENT MARKET RISK
We are exposed to market risks primarily associated with changes in foreign currency exchange rates. We selectively
manage these exposures through the use of derivative instruments, including forward foreign exchange contracts and foreign
exchange options. The objective of our risk management strategy is to minimize the volatility from fluctuations in foreign
currency. We do not use derivative instruments for trading purposes. The counterparties to our forward contracts and options
are global commercial and investment banks.
We use a sensitivity analysis model to measure the impact of potential adverse movements in foreign currency
exchange rates. With respect to foreign exchange sensitivity, after consideration of the impact from our forward foreign
exchange contracts and options, a hypothetical 10% adverse change in the value of all our foreign currency positions relative to
the U.S. dollar as of December 31, 2025 would result in a $81 million, pre-tax loss for our net monetary assets denominated in
currencies other than U.S. dollars.
There are certain limitations inherent in the sensitivity analysis presented, primarily due to the assumption that
exchange rates change instantaneously in an equally adverse fashion. In addition, the analysis is unable to reflect the complex
market reactions that normally would arise from the market shifts modeled. While this is our best estimate of the impact of the
various scenarios, this estimate should not be viewed a forecast.
For further information regarding foreign currency exchange risk, interest rate risk and credit risk, see Notes to
Consolidated Financial Statements, Note 16.
HAL 2025 FORM 10-K | 37
| Table of Contents | Item 7 | Environmental Matters |
ENVIRONMENTAL MATTERS
We are subject to numerous environmental, legal, and regulatory requirements related to our operations worldwide.
For information related to environmental matters, see Notes to Consolidated Financial Statements, Note 11 and Part I, Item
1(a). Risk Factors.
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information.
Forward-looking information is based on projections and estimates, not historical information. Some statements in this Form
10-K, including those in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Business Environment and Results of Operations – Business Outlook, are forward-looking and use words like “may,” “may
not,” “believe,” “do not believe,” “plan,” “estimate,” “intend,” “expect,” “do not expect,” “anticipate,” “do not anticipate,”
“should,” “likely,” and other expressions. We may also provide oral or written forward-looking information in our statements
and other materials we release to the public. Forward-looking information involves risks and uncertainties and reflects our best
judgment based on current information. Our results of operations can be affected by inaccurate assumptions we make or by
known or unknown risks and uncertainties. In addition, other factors may affect the accuracy of our forward-looking
information. As a result, no forward-looking information can be guaranteed. Actual events and the results of our operations may
vary materially.
We do not assume any responsibility to publicly update any of our forward-looking statements regardless of whether
factors change as a result of new information, future events, or for any other reason, except as required by law. You should
review any additional disclosures we make in our press releases and Forms 10-K, 10-Q, and 8-K filed with or furnished to the
Securities and Exchange Commission. We also suggest that you listen to our quarterly earnings release conference calls with
financial analysts.
NEW ACCOUNTING STANDARDS NOT YET ADOPTED
See Notes to Consolidated Financial Statements, Note 18 for further discussion of accounting standards adopted during
the year and to be adopted in future periods.
HAL 2025 FORM 10-K | 38
| Table of Contents | Item 7(a) | Quantitative and Qualitative Disclosures About Market Risk |
Item 7(a). Quantitative and Qualitative Disclosures About Market Risk.
Information related to market risk is included in Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Financial Instrument Market Risk and Notes to Consolidated Financial Statements, Note
HAL 2025 FORM 10-K | 39
Item 8. Financial Statements and Supplementary Data.
HAL 2025 FORM 10-K | 40
| Table of Contents |
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Halliburton Company is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in the Securities Exchange Act Rule 13a-15(f).
Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary
over time.
Under the supervision and with the participation of our management, including our chief executive officer and chief
financial officer, we conducted an evaluation to assess the effectiveness of our internal control over financial reporting as of
December 31, 2025 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 this assessment, management concluded that, as of December 31, 2025, our internal control over financial
reporting was effective. The effectiveness of Halliburton’s internal control over financial reporting as of December 31, 2025 has
been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.
HALLIBURTON COMPANY
by
| /s/ Jeffrey A. Miller | /s/ Eric J. Carre | |
| Jeffrey A. Miller | Eric J. Carre | |
| Chairman of the Board, President and | Executive Vice President and | |
| Chief Executive Officer | Chief Financial Officer |
HAL 2025 FORM 10-K | 41
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Halliburton Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Halliburton Company and subsidiaries (the Company) as of
December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows and
shareholders' equity for each of the years in the three-year period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2025, 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, 2025, 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 6, 2026 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and
Showing the first 8K of 111K characters. Open the full section
Item 9. (a). Controls and Procedures.
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under
the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed in our reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and
procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting that occurred during the three months ended
December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
See page 40 for Management’s Report on Internal Control Over Financial Reporting and page 43 for Report of
Independent Registered Public Accounting Firm on its assessment of our internal control over financial reporting.
Item 9(b). Other Information.
During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 9(c). Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
HAL 2025 FORM 10-K | 76
| Table of Contents | Item 10 | Directors, Executive Officers and Corporate Governance |
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The information required for the directors of the Registrant is incorporated by reference to the Halliburton Company
Proxy Statement for our 2026 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 directors and executive officers of the
Registrant is included under Part I on pages 7 and 8 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 2026 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 2026 Annual Meeting of Shareholders (File No. 001-03492) under the
caption “Corporate Governance.” The information regarding procedures by which security holders may recommend nominees
to the registrant’s board of directors is incorporated by reference to the Halliburton Company Proxy Statement for our 2026
Annual Meeting of Shareholders (File No. 001-03492) under the caption “Shareholder Nominations of Directors.” 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 2026 Annual Meeting of Shareholders (File No. 001-03492) under the caption “The Board of Directors and
Standing Committees of Directors.” The information regarding insider trading arrangements is incorporated by reference to the
Halliburton Company Proxy Statement for our 2026 Annual Meeting of Shareholders (File No. 001-03492) under the caption
“Insider Trading Policies” and also within our Company’s policies titled “Use of Material Nonpublic Information, Securities
Trading Windows, and Hedging and Pledging of Company Securities,” and “Securities Trading of Company Securities by the
Company,” which are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this annual report.
Item 11. Executive Compensation.
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2026 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 2025,” “Outstanding Equity
Awards at Fiscal Year End 2025,” “2025 Option Exercises and Stock Vested,” “2025 Nonqualified Deferred Compensation,”
“Employment Contracts and Change-in-Control Arrangements,” “Post-Termination or Change-in-Control Payments,”
“Directors’ Compensation” and “CEO Pay Ratio.”
Item 12. (a). Security Ownership of Certain Beneficial Owners.
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2026 Annual
Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and
Management.”
Item 12(b). Security Ownership of Management.
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2026 Annual
Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and
Management.”
Item 12(c). Changes in Control.
Not applicable.
Item 12(d). Securities Authorized for Issuance Under Equity Compensation Plans.
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2026 Annual
Meeting of Shareholders (File No. 001-03492) under the caption “Equity Compensation Plan Information.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2026 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.”
HAL 2025 FORM 10-K | 77
| Table of Contents | Item 14 | Principal Accounting Fees and Services |
Item 14. Principal Accounting Fees and Services.
This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2026 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.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| (a) | List of documents filed as part of this Annual Report. | |
| (1) | Financial Statements: | |
| The reports of the Independent Registered Public Accounting Firm and the financial statements of Halliburton Company are included within Part II, Item 8 of this Annual Report on Form 10-K. | ||
| (2) | Financial Statement Schedules: | |
| The schedules listed in Rule 5-04 of Regulation S-X (17 CFR 210.5-04) have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. | ||
| (3) | Exhibits: | |
| See exhibits listed under Part (b) below. |
HAL 2025 FORM 10-K | 78
| Table of Contents |
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| Table of Contents |
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| Table of Contents |
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| Table of Contents |
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| Table of Contents |
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| Table of Contents |
| 97.1 | Company Policy: Recoupment of Incentive Compensation Following a Restatement (incorporated by reference to Exhibit 97.1 of Halliburton’s Form 10-K for the year ended December 31, 2024, File No. 001-03492). | |
| * | 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| * | 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| * | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| * | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| * | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| * | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| * | 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| * Filed with this Form 10-K. | ||
| ** Furnished with this Form 10-K. | ||
| † Management contracts or compensatory plans or arrangements. |
Item 16. Form 10-K Summary.
None.
HAL 2025 FORM 10-K | 84
SIGNATURES
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 6th day of February, 2026.
| HALLIBURTON COMPANY | |
| By | /s/ Jeffrey A. Miller |
| Jeffrey A. Miller | |
| Chairman of the Board, President and Chief Executive Officer |
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 6th day of February, 2026.
| Signature | Title |
| /s/ Jeffrey A. Miller | Chairman of the Board, Director, President and |
| Jeffrey A. Miller | Chief Executive Officer |
| /s/ Eric J. Carre | Executive Vice President and |
| Eric J. Carre | Chief Financial Officer |
| /s/ Stephanie S. Holzhauser | Senior Vice President and |
| Stephanie S. Holzhauser | Chief Accounting Officer |
HAL 2025 FORM 10-K | 85
| Signature | Title |
| /s/ Abdulaziz F. Al Khayyal | Director |
| Abdulaziz F. Al Khayyal | |
| /s/ William E. Albrecht | Director |
| William E. Albrecht | |
| /s/ M. Katherine Banks | Director |
| M. Katherine Banks | |
| /s/ Alan M. Bennett | Director |
| Alan M. Bennett | |
| /s/ Earl M. Cummings | Director |
| Earl M. Cummings | |
| /s/ Murry S. Gerber | Director |
| Murry S. Gerber | |
| /s/ Timothy A. Leach | Director |
| Timothy A. Leach | |
| /s/ Robert A. Malone | Director |
| Robert A. Malone | |
| /s/ J. Shannon Slocum | Director |
| J. Shannon Slocum | |
| /s/ Maurice S. Smith | Director |
| Maurice S. Smith | |
| /s/ Janet L. Weiss | Director |
| Janet L. Weiss | |
| /s/ Tobi M. Edwards Young | Director |
| Tobi M. Edwards Young | |