Yes
|
[X]
|
No
|
[ ]
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[X]
|
No [ ]
|
Yes
|
[X]
|
No [ ]
|
Large accelerated filer
|
[X]
|
Accelerated filer
|
[ ]
|
||
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[ ]
|
PART I
|
PAGE
|
|
Item 1.
|
Business
|
1
|
Item 1(a).
|
Risk Factors
|
8
|
Item 1(b).
|
Unresolved Staff Comments
|
22
|
Item 2.
|
Properties
|
23
|
Item 3.
|
Legal Proceedings
|
24
|
Item 4.
|
Mine Safety Disclosures
|
39
|
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters,
|
|
and Issuer Purchases of Equity Securities
|
40
|
|
Item 6.
|
Selected Financial Data
|
41
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and
|
|
Results of Operations
|
41
|
|
Item 7(a).
|
Quantitative and Qualitative Disclosures About Market Risk
|
41
|
Item 8.
|
Financial Statements and Supplementary Data
|
42
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and
|
|
Financial Disclosure
|
42
|
|
Item 9(a).
|
Controls and Procedures
|
42
|
Item 9(b).
|
Other Information
|
42
|
MD&A AND FINANCIAL STATEMENTS
|
||
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
43
|
|
Management’s Report on Internal Control Over Financial Reporting
|
69
|
|
Reports of Independent Registered Public Accounting Firm
|
70
|
|
Consolidated Statements of Operations
|
72
|
|
Consolidated Balance Sheets
|
73
|
|
Consolidated Statements of Shareholders’ Equity
|
74
|
|
Consolidated Statements of Cash Flows
|
75
|
|
Notes to Consolidated Financial Statements
|
76
|
|
Selected Financial Data (Unaudited)
|
117
|
|
Quarterly Data and Market Price Information (Unaudited)
|
118
|
|
PART III
|
||
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
119
|
Item 11.
|
Executive Compensation
|
119
|
Item 12(a).
|
Security Ownership of Certain Beneficial Owners
|
119
|
Item 12(b).
|
Security Ownership of Management
|
119
|
Item 12(c).
|
Changes in Control
|
119
|
Item 12(d).
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
119
|
Item 13.
|
Certain Relationships and Related Transactions, and Director
|
|
Independence
|
120
|
|
Item 14.
|
Principal Accounting Fees and Services
|
120
|
PART IV
|
||
Item 15.
|
Exhibits
|
121
|
SIGNATURES
|
129
|
|
- |
our Completion and Production segment delivers cementing, stimulation, intervention, pressure control, specialty chemicals, artificial lift, and completion services. The segment consists of Halliburton Production Enhancement, Cementing, Completion Tools, Boots & Coots, and Multi-Chem; and
|
|
- |
our Drilling and Evaluation segment provides field and reservoir modeling, drilling, evaluation, and precise wellbore placement solutions that enable customers to model, measure, and optimize their well construction activities. The segment consists of Halliburton Drill Bits and Services, Wireline & Perforating, Testing and Subsea, Baroid, Sperry Drilling, Landmark Software and Services, and Halliburton Consulting and Project Management.
|
|
- |
create a balanced portfolio of services and products supported by global infrastructure and anchored by technological innovation with a well-integrated digital strategy to further differentiate our company;
|
|
- |
reach a distinguished level of operational excellence that reduces costs and creates real value from everything we do;
|
|
- |
preserve a dynamic workforce by being a preferred employer to attract, develop, and retain the best global talent; and
|
|
- |
uphold the ethical and business standards of the company and maintain the highest standards of health, safety, and environmental performance.
|
|
- |
price;
|
|
- |
service delivery (including the ability to deliver services and products on an “as needed, where needed” basis);
|
|
- |
health, safety, and environmental standards and practices;
|
|
- |
service quality;
|
|
- |
global talent retention;
|
|
- |
understanding of the geological characteristics of the hydrocarbon reservoir;
|
|
- |
product quality;
|
|
- |
warranty; and
|
|
- |
technical proficiency.
|
|
- |
the severity and duration of the winter in North America can have a significant impact on natural gas storage levels and drilling activity;
|
|
- |
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 months normally results in reduced activity levels in the North Sea and Russia.
|
|
- |
political and economic instability, including:
|
|
•
|
civil unrest, acts of terrorism, force majeure, war, or other armed conflict;
|
||
•
|
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, restrict payments, or limit the movement of funds;
|
||
•
|
result in the deprivation of contract rights; and
|
||
•
|
result in the inability to obtain or retain licenses required for operation.
|
|
- |
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.
|
|
- |
the level of supply and demand for oil and natural gas, especially demand for natural gas in the United States;
|
|
- |
governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves;
|
|
- |
weather conditions and natural disasters;
|
|
- |
worldwide political, military, and economic conditions;
|
|
- |
the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;
|
|
- |
oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
|
- |
the cost of producing and delivering oil and natural gas; and
|
|
- |
potential acceleration of development of alternative fuels.
|
|
- |
the consolidation of our customers, which could:
|
|
•
|
cause customers to reduce their capital spending, which would in turn reduce the demand for our services and products; and
|
||
•
|
result in customer personnel changes, which in turn affect the timing of contract negotiations; and
|
||
|
- |
adverse developments in the business and operations of our customers in the oil and natural gas industry, including write-downs of reserves and reductions in capital spending for exploration, development, and production.
|
|
- |
any acquisitions would result in an increase in income;
|
|
- |
any acquisitions would be successfully integrated into our operations and internal controls;
|
|
- |
the due diligence 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;
|
|
- |
any dispositions, investments, acquisitions, or integrations would not divert management resources; or
|
|
- |
any dispositions, investments, acquisitions, or integrations would not have a material adverse effect on our liquidity, consolidated results of operations, or consolidated financial condition.
|
|
- |
the containment and disposal of hazardous substances, oilfield waste, and other waste materials;
|
|
- |
the importation and use of radioactive materials;
|
|
- |
the use of underground storage tanks; and
|
|
- |
the use of underground injection wells.
|
|
- |
administrative, civil, and criminal penalties;
|
|
- |
revocation of permits to conduct business; and
|
|
- |
corrective action orders, including orders to investigate and/or clean up contamination.
|
|
- |
evacuation of personnel and curtailment of services;
|
|
- |
weather-related damage to offshore drilling rigs resulting in suspension of operations;
|
|
- |
weather-related damage to our facilities and project work sites;
|
|
- |
inability to deliver materials to jobsites in accordance with contract schedules; and
|
|
- |
loss of productivity.
|
Location
|
Owned/Leased
|
Description
|
Completion and Production segment:
|
||
Arbroath, United Kingdom
|
Owned
|
Manufacturing facility
|
Johor, Malaysia
|
Leased
|
Manufacturing facility
|
Monterrey, Mexico
|
Leased
|
Manufacturing facility
|
Sao Jose dos Campos, Brazil
|
Leased
|
Manufacturing facility
|
Stavanger, Norway
|
Leased
|
Research and development laboratory
|
Drilling and Evaluation segment:
|
||
Alvarado, Texas
|
Owned
|
Manufacturing facility
|
Nisku, Canada
|
Owned
|
Manufacturing facility
|
Singapore
|
Leased
|
Manufacturing and technology facility
|
The Woodlands, Texas
|
Leased
|
Manufacturing facility
|
Shared/corporate facilities:
|
||
Carrollton, Texas
|
Owned
|
Manufacturing facility
|
Dubai, United Arab Emirates
|
Leased
|
Corporate executive offices and shared services
|
Duncan, Oklahoma
|
Owned
|
Manufacturing, technology, shared services, and
|
campus facilities
|
||
Houston, Texas
|
Owned/Leased
|
Corporate executive offices, manufacturing,
|
technology, and campus facilities
|
||
Pune, India
|
Leased
|
Technology facility
|
-
|
the Comprehensive Environmental Response, Compensation, and Liability Act;
|
|
-
|
the Resource Conservation and Recovery Act;
|
|
-
|
the Clean Air Act;
|
|
-
|
the Federal Water Pollution Control Act;
|
|
-
|
the Toxic Substances Control Act; and
|
|
-
|
the Oil Pollution Act of 1990.
|
December 31
|
||||||||||||||||||||||||
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
|||||||||||||||||||
Halliburton
|
$ | 100.00 | $ | 123.33 | $ | 59.86 | $ | 100.71 | $ | 138.27 | $ | 117.83 | ||||||||||||
Standard & Poor’s 500 Stock Index
|
100.00 | 105.49 | 66.46 | 84.05 | 96.71 | 98.75 | ||||||||||||||||||
Standard & Poor’s Energy Composite Index
|
100.00 | 134.40 | 87.54 | 99.64 | 120.02 | 125.69 |
Maximum
|
||||||||||||||||
Total Number
|
Number (or
|
|||||||||||||||
of Shares
|
Approximate
|
|||||||||||||||
Purchased as
|
Dollar Value) of
|
|||||||||||||||
Total Number
|
Average
|
Part of Publicly
|
Shares that may yet
|
|||||||||||||
of Shares
|
Price Paid
|
Announced Plans
|
be Purchased
|
|||||||||||||
Period
|
Purchased (a)
|
per Share
|
or Programs
|
Under the Program (b)
|
||||||||||||
October 1-31
|
42,457 | $ | 33.75 | – | $ | – | ||||||||||
November 1-30
|
23,243 | $ | 37.19 | – | $ | – | ||||||||||
December 1-31
|
118,128 | $ | 35.15 | – | $ | – | ||||||||||
Total
|
183,828 | $ | 35.08 | – | $ | 1,731,208,803 |
(a)
|
All of the 183,828 shares purchased during the three-month period ended December 31, 2011 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 shares.
|
(b)
|
Our Board of Directors has authorized a plan to repurchase our common stock from time to time. During the fourth quarter of 2011, we did not repurchase shares of our common stock pursuant to that plan. We have authorization remaining to repurchase up to a total of approximately $1.7 billion of our common stock.
|
Page No.
|
|
Management’s Report on Internal Control Over Financial Reporting
|
69
|
Reports of Independent Registered Public Accounting Firm
|
70
|
Consolidated Statements of Operations for the years ended December 31, 2011, 2010, and 2009
|
72
|
Consolidated Balance Sheets at December 31, 2011 and 2010
|
73
|
Consolidated Statements of Shareholders’ Equity for the years ended
|
|
December 31, 2011, 2010, and 2009
|
74
|
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, and
|
|
2009
|
75
|
Notes to Consolidated Financial Statements
|
76
|
Selected Financial Data (Unaudited)
|
117
|
Quarterly Data and Market Price Information (Unaudited)
|
118
|
Payments Due
|
||||||||||||||||||||||||||||
Millions of dollars
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Total
|
|||||||||||||||||||||
Long-term debt
|
$ | – | $ | – | $ | – | $ | – | $ | – | $ | 4,820 | $ | 4,820 | ||||||||||||||
Interest on debt (a)
|
277 | 279 | 281 | 285 | 291 | 5,733 | 7,146 | |||||||||||||||||||||
Operating leases
|
207 | 166 | 112 | 87 | 64 | 164 | 800 | |||||||||||||||||||||
Purchase obligations (b)
|
2,363 | 262 | 284 | 173 | 153 | 173 | 3,408 | |||||||||||||||||||||
Pension funding obligations (c)
|
22 | – | – | – | – | – | 22 | |||||||||||||||||||||
Other long-term liabilities
|
12 | 12 | 3 | 3 | 3 | 8 | 41 | |||||||||||||||||||||
Total
|
$ | 2,881 | $ | 719 | $ | 680 | $ | 548 | $ | 511 | $ | 10,898 | $ | 16,237 |
(a)
|
Interest on debt includes 85 years of interest on $300 million of debentures at 7.6% interest that become due in 2096.
|
|
(b)
|
Primarily represents certain purchase orders for goods and services utilized in the ordinary course of our business.
|
|
(c)
|
Includes international plans and is based on assumptions that are subject to change. We are currently not able to reasonably estimate our contributions for years after 2012. See Note 13 to the consolidated financial statements for further information regarding pension contributions.
|
Average Oil Prices
(dollars per barrel)
|
2011
|
2010
|
2009
|
|||||||||
West Texas Intermediate
|
$ | 95.13 | $ | 79.36 | $ | 61.65 | ||||||
United Kingdom Brent
|
$ | 111.53 | $ | 79.66 | $ | 61.49 | ||||||
Average United States Natural Gas Prices
(dollars per thousand
|
||||||||||||
cubic feet, or Mcf)
|
||||||||||||
Henry Hub
|
$ | 4.09 | $ | 4.52 | $ | 4.06 |
Land vs. Offshore
|
2011
|
2010
|
2009
|
|||||||||
United States:
|
||||||||||||
Land
|
1,843 | 1,509 | 1,042 | |||||||||
Offshore (incl. Gulf of Mexico)
|
32 | 32 | 44 | |||||||||
Total
|
1,875 | 1,541 | 1,086 | |||||||||
Canada:
|
||||||||||||
Land
|
422 | 349 | 220 | |||||||||
Offshore
|
1 | 2 | 1 | |||||||||
Total
|
423 | 351 | 221 | |||||||||
International (excluding Canada):
|
||||||||||||
Land
|
863 | 789 | 722 | |||||||||
Offshore
|
304 | 305 | 275 | |||||||||
Total
|
1,167 | 1,094 | 997 | |||||||||
Worldwide total
|
3,465 | 2,986 | 2,304 | |||||||||
Land total
|
3,128 | 2,647 | 1,984 | |||||||||
Offshore total
|
337 | 339 | 320 | |||||||||
Oil vs. Natural Gas
|
2011 | 2010 | 2009 | |||||||||
United States (incl. Gulf of Mexico):
|
||||||||||||
Oil
|
984 | 593 | 282 | |||||||||
Natural Gas
|
891 | 948 | 804 | |||||||||
Total
|
1,875 | 1,541 | 1,086 | |||||||||
Canada:
|
||||||||||||
Oil
|
282 | 201 | 102 | |||||||||
Natural Gas
|
141 | 150 | 119 | |||||||||
Total
|
423 | 351 | 221 | |||||||||
International (excluding Canada):
|
||||||||||||
Oil
|
918 | 840 | 776 | |||||||||
Natural Gas
|
249 | 254 | 221 | |||||||||
Total
|
1,167 | 1,094 | 997 | |||||||||
Worldwide total
|
3,465 | 2,986 | 2,304 | |||||||||
Oil total
|
2,184 | 1,634 | 1,160 | |||||||||
Natural Gas total
|
1,281 | 1,352 | 1,144 |
Drilling Type
|
2011
|
2010
|
2009
|
|||||||||
United States (incl. Gulf of Mexico):
|
||||||||||||
Horizontal
|
1,074 | 822 | 456 | |||||||||
Vertical
|
571 | 501 | 433 | |||||||||
Directional
|
230 | 218 | 197 | |||||||||
Total
|
1,875 | 1,541 | 1,086 |
|
- |
increasing our market share in the more economic, unconventional plays and deepwater markets by leveraging our broad technology offerings to provide value to our customers through integrated solutions and the ability to more efficiently drill and complete their wells;
|
|
- |
exploring opportunities for acquisitions that will enhance or augment our current portfolio of services and products, including those with unique technologies or distribution networks in areas where we do not already have large operations;
|
|
- |
making key investments in technology and capital to accelerate growth opportunities. To that end, we are continuing to push our technology and manufacturing development, as well as our supply chain, closer to our customers in the Eastern Hemisphere, and we are building a new, world class technology center in Houston, Texas;
|
|
- |
improving working capital, and managing our balance sheet to maximize our financial flexibility. In 2011, we launched a project in North America to redesign our service delivery platform for services through the rollout of improved equipment designs and improved field procedures to reduce cost and improve efficiency;
|
|
- |
expanding capabilities in mature fields to expand our service and consulting capabilities;
|
|
- |
continuing to seek ways to be one of the most cost efficient service providers in the industry by using our scale and breadth of operations; and
|
|
- |
expanding our business with national oil companies.
|
|
- |
a three-year contract award by Chevron, with extension opportunities, to provide integrated services for shale natural gas exploration in Poland. Under this contract, we will provide drilling services, mud logging, cementing, coiled tubing, slickline services, well testing, completion and hydraulic fracturing, and project management services;
|
|
- |
contract awards by Statoil, with the potential to exceed more than $200 million in value, to provide directional drilling, logging-while-drilling, cementing, drilling fluids, and completion equipment and services for two high-pressure and high-temperature (HP/HT) fields offshore Norway;
|
|
- |
contract awards for equipment and services on two offshore blocks in the South China Sea as part of the first ultra-HP/HT oil and gas drilling project in Asia. Under these contracts, we will provide several-HP/HT technologies for drilling, completions, cementing, and testing, including two industry-first technologies;
|
|
- |
a three-year contract extension by Chevron Thailand, which includes provisions for directional drilling, logging- and measurement- while-drilling services for the ongoing offshore developments in the Gulf of Thailand;
|
|
- |
a contract by Exxon Mobil Iraq Limited to provide drilling services for 15 wells in the West Qurna (Phase I) oil field located in southern Iraq. This is in addition to work awarded in this field by the same customer in 2010. Under this contract, we will provide a complete range of well construction services, utilizing three drilling rigs to deliver the wells; and
|
|
- |
a contract by Statoil to provide integrated drilling and well services in offshore Norway with options up to eight years in duration with extended scope and activity. We will provide directional drilling services, logging- and measurement-while-drilling services, surface data logging, drill bits, hole enlargement and coring services, cementing and pumping services, drilling and completion fluids, completion services, and project management.
|
REVENUE:
|
Favorable
|
Percentage
|
||||||||||||||
Millions of dollars
|
2011
|
2010
|
(Unfavorable)
|
Change
|
||||||||||||
Completion and Production
|
$ | 15,143 | $ | 9,997 | $ | 5,146 | 51% | |||||||||
Drilling and Evaluation
|
9,686 | 7,976 | 1,710 | 21 | ||||||||||||
Total revenue
|
$ | 24,829 | $ | 17,973 | $ | 6,856 | 38% |
By geographic region:
|
||||||||||||||||
Completion and Production:
|
||||||||||||||||
North America
|
$ | 10,907 | $ | 6,183 | $ | 4,724 | 76% | |||||||||
Latin America
|
1,117 | 839 | 278 | 33 | ||||||||||||
Europe/Africa/CIS
|
1,746 | 1,797 | (51) | (3) | ||||||||||||
Middle East/Asia
|
1,373 | 1,178 | 195 | 17 | ||||||||||||
Total
|
15,143 | 9,997 | 5,146 | 51 | ||||||||||||
Drilling and Evaluation:
|
||||||||||||||||
North America
|
3,506 | 2,644 | 862 | 33 | ||||||||||||
Latin America
|
1,865 | 1,390 | 475 | 34 | ||||||||||||
Europe/Africa/CIS
|
2,210 | 2,117 | 93 | 4 | ||||||||||||
Middle East/Asia
|
2,105 | 1,825 | 280 | 15 | ||||||||||||
Total
|
9,686 | 7,976 | 1,710 | 21 | ||||||||||||
Total revenue by region:
|
||||||||||||||||
North America
|
14,413 | 8,827 | 5,586 | 63 | ||||||||||||
Latin America
|
2,982 | 2,229 | 753 | 34 | ||||||||||||
Europe/Africa/CIS
|
3,956 | 3,914 | 42 | 1 | ||||||||||||
Middle East/Asia
|
3,478 | 3,003 | 475 | 16 |
OPERATING INCOME:
|
Favorable
|
Percentage
|
||||||||||||||
Millions of dollars
|
2011
|
2010
|
(Unfavorable)
|
Change
|
||||||||||||
Completion and Production
|
$ | 3,733 | $ | 2,032 | $ | 1,701 | 84% | |||||||||
Drilling and Evaluation
|
1,403 | 1,213 | 190 | 16 | ||||||||||||
Corporate and other
|
(399) | (236) | (163) | 69 | ||||||||||||
Total operating income
|
$ | 4,737 | $ | 3,009 | $ | 1,728 | 57% |
By geographic region:
|
||||||||||||||||
Completion and Production:
|
||||||||||||||||
North America
|
$ | 3,341 | $ | 1,423 | $ | 1,918 | 135% | |||||||||
Latin America
|
159 | 115 | 44 | 38 | ||||||||||||
Europe/Africa/CIS
|
48 | 301 | (253) | (84) | ||||||||||||
Middle East/Asia
|
185 | 193 | (8) | (4) | ||||||||||||
Total
|
3,733 | 2,032 | 1,701 | 84 | ||||||||||||
Drilling and Evaluation:
|
||||||||||||||||
North America
|
641 | 453 | 188 | 42 | ||||||||||||
Latin America
|
305 | 175 | 130 | 74 | ||||||||||||
Europe/Africa/CIS
|
191 | 283 | (92) | (33) | ||||||||||||
Middle East/Asia
|
266 | 302 | (36) | (12) | ||||||||||||
Total
|
1,403 | 1,213 | 190 | 16 | ||||||||||||
Total operating income by region
|
||||||||||||||||
(excluding Corporate and other):
|
||||||||||||||||
North America
|
3,982 | 1,876 | 2,106 | 112 | ||||||||||||
Latin America
|
464 | 290 | 174 | 60 | ||||||||||||
Europe/Africa/CIS
|
239 | 584 | (345) | (59) | ||||||||||||
Middle East/Asia
|
451 | 495 | (44) | (9) |
REVENUE:
|
Favorable
|
Percentage
|
||||||||||||||
Millions of dollars
|
2010
|
2009
|
(Unfavorable)
|
Change
|
||||||||||||
Completion and Production
|
$ | 9,997 | $ | 7,419 | $ | 2,578 | 35% | |||||||||
Drilling and Evaluation
|
7,976 | 7,256 | 720 | 10 | ||||||||||||
Total revenue
|
$ | 17,973 | $ | 14,675 | $ | 3,298 | 22% |
By geographic region:
|
||||||||||||||||
Completion and Production:
|
||||||||||||||||
North America
|
$ | 6,183 | $ | 3,589 | $ | 2,594 | 72% | |||||||||
Latin America
|
839 | 887 | (48) | (5) | ||||||||||||
Europe/Africa/CIS
|
1,797 | 1,771 | 26 | 1 | ||||||||||||
Middle East/Asia
|
1,178 | 1,172 | 6 | 1 | ||||||||||||
Total
|
9,997 | 7,419 | 2,578 | 35 | ||||||||||||
Drilling and Evaluation:
|
||||||||||||||||
North America
|
2,644 | 2,073 | 571 | 28 | ||||||||||||
Latin America
|
1,390 | 1,294 | 96 | 7 | ||||||||||||
Europe/Africa/CIS
|
2,117 | 2,177 | (60) | (3) | ||||||||||||
Middle East/Asia
|
1,825 | 1,712 | 113 | 7 | ||||||||||||
Total
|
7,976 | 7,256 | 720 | 10 | ||||||||||||
Total revenue by region:
|
||||||||||||||||
North America
|
8,827 | 5,662 | 3,165 | 56 | ||||||||||||
Latin America
|
2,229 | 2,181 | 48 | 2 | ||||||||||||
Europe/Africa/CIS
|
3,914 | 3,948 | (34) | (1) | ||||||||||||
Middle East/Asia
|
3,003 | 2,884 | 119 | 4 |
OPERATING INCOME:
|
Favorable
|
Percentage
|
||||||||||||||
Millions of dollars
|
2010
|
2009
|
(Unfavorable)
|
Change
|
||||||||||||
Completion and Production
|
$ | 2,032 | $ | 1,016 | $ | 1,016 | 100% | |||||||||
Drilling and Evaluation
|
1,213 | 1,183 | 30 | 3 | ||||||||||||
Corporate and other
|
(236) | (205) | (31) | 15 | ||||||||||||
Total operating income
|
$ | 3,009 | $ | 1,994 | $ | 1,015 | 51% |
By geographic region:
|
||||||||||||||||
Completion and Production:
|
||||||||||||||||
North America
|
$ | 1,423 | $ | 272 | $ | 1,151 | 423% | |||||||||
Latin America
|
115 | 172 | (57) | (33) | ||||||||||||
Europe/Africa/CIS
|
301 | 315 | (14) | (4) | ||||||||||||
Middle East/Asia
|
193 | 257 | (64) | (25) | ||||||||||||
Total
|
2,032 | 1,016 | 1,016 | 100 | ||||||||||||
Drilling and Evaluation:
|
||||||||||||||||
North America
|
453 | 178 | 275 | 154 | ||||||||||||
Latin America
|
175 | 187 | (12) | (6) | ||||||||||||
Europe/Africa/CIS
|
283 | 380 | (97) | (26) | ||||||||||||
Middle East/Asia
|
302 | 438 | (136) | (31) | ||||||||||||
Total
|
1,213 | 1,183 | 30 | 3 | ||||||||||||
Total operating income by region
|
||||||||||||||||
(excluding Corporate and other):
|
||||||||||||||||
North America
|
1,876 | 450 | 1,426 | 317 | ||||||||||||
Latin America
|
290 | 359 | (69) | (19) | ||||||||||||
Europe/Africa/CIS
|
584 | 695 | (111) | (16) | ||||||||||||
Middle East/Asia
|
495 | 695 | (200) | (29) |
|
- |
forecasting our effective income tax rate, including our future ability to utilize foreign tax credits and the realizability of deferred tax assets, and providing for uncertain tax positions;
|
|
- |
legal, environmental, and investigation matters;
|
|
- |
valuations of indemnities;
|
|
- |
valuations of long-lived assets, including intangible assets and goodwill;
|
|
- |
purchase price allocation for acquired businesses;
|
|
- |
pensions;
|
|
- |
allowance for bad debts; and
|
|
- |
percentage-of-completion accounting for long-term, construction-type contracts.
|
|
- |
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.
|
|
- |
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.
|
Effect on
|
|||||||||
Pretax Pension
|
Pension Benefit Obligation
|
||||||||
Millions of dollars
|
Expense in 2011
|
at December 31, 2011
|
|||||||
25-basis-point decrease in discount rate
|
$ | 1 | $ | 37 | |||||
25-basis-point increase in discount rate
|
$ | (1) | $ | (35) | |||||
25-basis-point decrease in expected long-term rate of return
|
$ | 2 |
NA
|
||||||
25-basis-point increase in expected long-term rate of return
|
$ | (2) |
NA
|
/s/ David J. Lesar
|
/s/ Mark A. McCollum
|
David J. Lesar
|
Mark A. McCollum
|
Chairman of the Board,
|
Executive Vice President and
|
President, and Chief Executive Officer
|
Chief Financial Officer
|
Year Ended December 31 | ||||||||||||
Millions of dollars and shares except per share data
|
2011
|
2010
|
2009
|
|||||||||
Revenue:
|
||||||||||||
Services
|
$ | 19,692 | $ | 13,779 | $ | 10,832 | ||||||
Product sales
|
5,137 | 4,194 | 3,843 | |||||||||
Total revenue
|
24,829 | 17,973 | 14,675 | |||||||||
Operating costs and expenses:
|
||||||||||||
Cost of services
|
15,432 | 11,227 | 9,219 | |||||||||
Cost of sales
|
4,379 | 3,508 | 3,255 | |||||||||
General and administrative
|
281 | 229 | 207 | |||||||||
Total operating costs and expenses
|
20,092 | 14,964 | 12,681 | |||||||||
Operating income
|
4,737 | 3,009 | 1,994 | |||||||||
Interest expense, net of interest income of $5, $11, and $12
|
(263 | ) | (297 | ) | (285 | ) | ||||||
Other, net
|
(25 | ) | (57 | ) | (27 | ) | ||||||
Income from continuing operations before income taxes
|
4,449 | 2,655 | 1,682 | |||||||||
Provision for income taxes
|
(1,439 | ) | (853 | ) | (518 | ) | ||||||
Income from continuing operations
|
3,010 | 1,802 | 1,164 | |||||||||
Income (loss) from discontinued operations, net of
|
||||||||||||
income tax (provision) benefit of $(18), $75, and $5
|
(166 | ) | 40 | (9 | ) | |||||||
Net income
|
$ | 2,844 | $ | 1,842 | $ | 1,155 | ||||||
Noncontrolling interest in net income of subsidiaries
|
(5 | ) | (7 | ) | (10 | ) | ||||||
Net income attributable to company
|
$ | 2,839 | $ | 1,835 | $ | 1,145 | ||||||
Amounts attributable to company shareholders:
|
||||||||||||
Income from continuing operations
|
$ | 3,005 | $ | 1,795 | $ | 1,154 | ||||||
Income (loss) from discontinued operations, net
|
(166 | ) | 40 | (9 | ) | |||||||
Net income attributable to company
|
$ | 2,839 | $ | 1,835 | $ | 1,145 | ||||||
Basic income per share attributable to company shareholders:
|
||||||||||||
Income from continuing operations
|
$ | 3.27 | $ | 1.98 | $ | 1.28 | ||||||
Income (loss) from discontinued operations, net
|
(0.18 | ) | 0.04 | (0.01 | ) | |||||||
Net income per share
|
$ | 3.09 | $ | 2.02 | $ | 1.27 | ||||||
Diluted income per share attributable to company shareholders:
|
||||||||||||
Income from continuing operations
|
$ | 3.26 | $ | 1.97 | $ | 1.28 | ||||||
Income (loss) from discontinued operations, net
|
(0.18 | ) | 0.04 | (0.01 | ) | |||||||
Net income per share
|
$ | 3.08 | $ | 2.01 | $ | 1.27 | ||||||
Basic weighted average common shares outstanding
|
918 | 908 | 900 | |||||||||
Diluted weighted average common shares outstanding
|
922 | 911 | 902 |
December 31
|
||||||||
Millions of dollars and shares except per share data
|
2011
|
2010
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and equivalents
|
$ | 2,698 | $ | 1,398 | ||||
Receivables (less allowance for bad debts of $137 and $91)
|
5,084 | 3,924 | ||||||
Inventories
|
2,570 | 1,940 | ||||||
Investments in marketable securities
|
150 | 653 | ||||||
Current deferred income taxes
|
321 | 257 | ||||||
Other current assets
|
754 | 714 | ||||||
Total current assets
|
11,577 | 8,886 | ||||||
Property, plant, and equipment (net of accumulated depreciation of $7,096 and $6,064)
|
8,492 | 6,842 | ||||||
Goodwill
|
1,776 | 1,315 | ||||||
Other assets
|
1,832 | 1,254 | ||||||
Total assets
|
$ | 23,677 | $ | 18,297 | ||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,826 | $ | 1,139 | ||||
Accrued employee compensation and benefits
|
862 | 716 | ||||||
Deferred revenue
|
309 | 266 | ||||||
Other current liabilities
|
1,124 | 636 | ||||||
Total current liabilities
|
4,121 | 2,757 | ||||||
Long-term debt
|
4,820 | 3,824 | ||||||
Employee compensation and benefits
|
534 | 487 | ||||||
Other liabilities
|
986 | 842 | ||||||
Total liabilities
|
10,461 | 7,910 | ||||||
Shareholders’ equity:
|
||||||||
Common shares, par value $2.50 per share – authorized 2,000 shares, issued
|
||||||||
1,073 shares and 1,069 shares
|
2,683 | 2,674 | ||||||
Paid-in capital in excess of par value
|
455 | 339 | ||||||
Accumulated other comprehensive loss
|
(273 | ) | (240 | ) | ||||
Retained earnings
|
14,880 | 12,371 | ||||||
Treasury stock, at cost – 152 and 159 shares
|
(4,547 | ) | (4,771 | ) | ||||
Company shareholders’ equity
|
13,198 | 10,373 | ||||||
Noncontrolling interest in consolidated subsidiaries
|
18 | 14 | ||||||
Total shareholders’ equity
|
13,216 | 10,387 | ||||||
Total liabilities and shareholders’ equity
|
$ | 23,677 | $ | 18,297 |
Millions of dollars
|
2011
|
2010
|
2009
|
|||||||||
Balance at January 1
|
$ | 10,387 | $ | 8,757 | $ | 7,744 | ||||||
Dividends and other transactions with shareholders
|
19 | (287 | ) | (144 | ) | |||||||
Treasury shares issued for acquisition
|
– | 103 | – | |||||||||
Comprehensive income:
|
||||||||||||
Net income
|
2,844 | 1,842 | 1,155 | |||||||||
Defined benefit and other postretirement plans adjustments
|
(34 | ) | (27 | ) | 2 | |||||||
Other
|
– | (1 | ) | – | ||||||||
Total comprehensive income
|
2,810 | 1,814 | 1,157 | |||||||||
Balance at December 31
|
$ | 13,216 | $ | 10,387 | $ | 8,757 |
Year Ended December 31
|
||||||||||||
Millions of dollars
|
2011
|
2010
|
2009
|
|||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 2,844 | $ | 1,842 | $ | 1,155 | ||||||
Adjustments to reconcile net income to net cash flows from
|
||||||||||||
operating activities:
|
||||||||||||
Depreciation, depletion, and amortization
|
1,359 | 1,119 | 931 | |||||||||
Payments related to KBR TSKJ matters
|
(6 | ) | (177 | ) | (417 | ) | ||||||
(Benefit) provision for deferred income taxes, continuing operations
|
(30 | ) | 124 | 274 | ||||||||
(Income) loss from discontinued operations
|
166 | (40 | ) | 9 | ||||||||
Other changes:
|
||||||||||||
Receivables
|
(1,218 | ) | (902 | ) | 869 | |||||||
Inventories
|
(564 | ) | (331 | ) | 232 | |||||||
Accounts payable
|
649 | 330 | (118 | ) | ||||||||
Other
|
484 | 247 | (529 | ) | ||||||||
Total cash flows from operating activities
|
3,684 | 2,212 | 2,406 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Capital expenditures
|
(2,953 | ) | (2,069 | ) | (1,864 | ) | ||||||
Sales of marketable securities
|
1,001 | 1,925 | 300 | |||||||||
Purchases of marketable securities
|
(501 | ) | (1,282 | ) | (1,620 | ) | ||||||
Acquisitions of business assets, net of cash acquired
|
(880 | ) | (523 | ) | (55 | ) | ||||||
Other investing activities
|
143 | 194 | 154 | |||||||||
Total cash flows from investing activities
|
(3,190 | ) | (1,755 | ) | (3,085 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from long-term borrowings, net of offering costs
|
978 | – | 1,975 | |||||||||
Payments on long-term borrowings
|
– | (790 | ) | (31 | ) | |||||||
Dividends to shareholders
|
(330 | ) | (327 | ) | (324 | ) | ||||||
Proceeds from exercises of stock options
|
160 | 102 | 74 | |||||||||
Payments to reacquire common stock
|
(43 | ) | (141 | ) | (17 | ) | ||||||
Other financing activities
|
68 | 42 | (7 | ) | ||||||||
Total cash flows from financing activities
|
833 | (1,114 | ) | 1,670 | ||||||||
Effect of exchange rate changes on cash
|
(27 | ) | (27 | ) | (33 | ) | ||||||
Increase (decrease) in cash and equivalents
|
1,300 | (684 | ) | 958 | ||||||||
Cash and equivalents at beginning of year
|
1,398 | 2,082 | 1,124 | |||||||||
Cash and equivalents at end of year
|
$ | 2,698 | $ | 1,398 | $ | 2,082 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash payments during the year for:
|
||||||||||||
Interest
|
$ | 261 | $ | 310 | $ | 251 | ||||||
Income taxes
|
$ | 1,285 | $ | 804 | $ | 485 |
|
- |
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and
|
|
- |
the reported amounts of revenue and expenses during the reporting period.
|
|
- |
the change in fair value of the hedged assets, liabilities, or firm commitments through earnings; or
|
|
- |
recognized in other comprehensive income until the hedged item is recognized in earnings.
|
Operations by business segment
|
||||||||||||
Year Ended December 31
|
||||||||||||
Millions of dollars
|
2011
|
2010
|
2009
|
|||||||||
Revenue:
|
||||||||||||
Completion and Production
|
$ | 15,143 | $ | 9,997 | $ | 7,419 | ||||||
Drilling and Evaluation
|
9,686 | 7,976 | 7,256 | |||||||||
Total revenue
|
$ | 24,829 | $ | 17,973 | $ | 14,675 | ||||||
Operating income:
|
||||||||||||
Completion and Production
|
$ | 3,733 | $ | 2,032 | $ | 1,016 | ||||||
Drilling and Evaluation
|
1,403 | 1,213 | 1,183 | |||||||||
Total operations
|
5,136 | 3,245 | 2,199 | |||||||||
Corporate and other
|
(399 | ) | (236 | ) | (205 | ) | ||||||
Total operating income
|
$ | 4,737 | $ | 3,009 | $ | 1,994 | ||||||
Interest expense, net of interest income
|
$ | (263 | ) | $ | (297 | ) | $ | (285 | ) | |||
Other, net
|
(25 | ) | (57 | ) | (27 | ) | ||||||
Income from continuing operations before
|
||||||||||||
income taxes
|
$ | 4,449 | $ | 2,655 | $ | 1,682 | ||||||
Capital expenditures:
|
||||||||||||
Completion and Production
|
$ | 1,669 | $ | 1,010 | $ | 900 | ||||||
Drilling and Evaluation
|
1,231 | 1,058 | 959 | |||||||||
Corporate and other
|
53 | 1 | 5 | |||||||||
Total
|
$ | 2,953 | $ | 2,069 | $ | 1,864 | ||||||
Depreciation, depletion, and amortization:
|
||||||||||||
Completion and Production
|
$ | 680 | $ | 537 | $ | 437 | ||||||
Drilling and Evaluation
|
676 | 578 | 490 | |||||||||
Corporate and other
|
3 | 4 | 4 | |||||||||
Total
|
$ | 1,359 | $ | 1,119 | $ | 931 |
December 31
|
||||||||
Millions of dollars
|
2011
|
2010
|
||||||
Total assets:
|
||||||||
Completion and Production
|
$ | 10,953 | $ | 7,815 | ||||
Drilling and Evaluation
|
8,212 | 7,088 | ||||||
Shared assets
|
1,249 | 942 | ||||||
Corporate and other
|
3,263 | 2,452 | ||||||
Total
|
$ | 23,677 | $ | 18,297 |
December 31
|
||||||||
Millions of dollars
|
2011
|
2010
|
||||||
Long-lived assets:
|
||||||||
United States
|
$ | 6,692 | $ | 5,389 | ||||
Other countries
|
5,189 | 3,821 | ||||||
Total
|
$ | 11,881 | $ | 9,210 |
Balance at
|
Charged to
|
|||||||||||||||
Millions of dollars
|
Beginning of
|
Costs and
|
Balance at
|
|||||||||||||
Allowance for bad debts
|
Period
|
Expenses
|
Write-Offs
|
End of Period
|
||||||||||||
Year ended December 31, 2009:
|
$ | 60 | $ | 37 | $ | (7) | $ | 90 | ||||||||
Year ended December 31, 2010:
|
90 | 5 | (4) | 91 | ||||||||||||
Year ended December 31, 2011:
|
91 | 53 | (7) | 137 |
December 31
|
||||||||
Millions of dollars
|
2011
|
2010
|
||||||
Finished products and parts
|
$ | 1,801 | $ | 1,369 | ||||
Raw materials and supplies
|
673 | 496 | ||||||
Work in process
|
96 | 75 | ||||||
Total
|
$ | 2,570 | $ | 1,940 |
December 31
|
||||
Millions of dollars
|
2011
|
2010
|
||
Land
|
$ |
123
|
$ |
105
|
Buildings and property improvements
|
1,609
|
1,438
|
||
Machinery, equipment, and other
|
13,856
|
11,363
|
||
Total
|
15,588
|
12,906
|
||
Less accumulated depreciation
|
7,096
|
6,064
|
||
Net property, plant, and equipment
|
$ |
8,492
|
$ |
6,842
|
Buildings and Property
|
||||||||
Improvements
|
||||||||
2011
|
2010
|
|||||||
1
-
10 years
|
13% | 13% | ||||||
11
-
20 years
|
47% | 46% | ||||||
21
-
30 years
|
13% | 13% | ||||||
31
-
40 years
|
27% | 28% |
Machinery, Equipment
|
||||||||
and Other
|
||||||||
2011
|
2010
|
|||||||
1
-
5 years
|
19% | 19% | ||||||
6
-
1
0 years
|
75% | 74% | ||||||
11
-
20 years
|
6% | 7% |
December 31
|
||||||||
Millions of dollars
|
2011
|
2010
|
||||||
6.15% senior notes due September 2019
|
$ | 997 | $ | 997 | ||||
7.45% senior notes due September 2039
|
995 | 995 | ||||||
6.7% senior notes due September 2038
|
800 | 800 | ||||||
3.25% senior notes due November 2021
|
498 | – | ||||||
4.5% senior notes due November 2041
|
498 | – | ||||||
5.9% senior notes due September 2018
|
400 | 400 | ||||||
7.6% senior debentures due August 2096
|
293 | 293 | ||||||
8.75% senior debentures due February 2021
|
184 | 184 | ||||||
Other
|
155 | 155 | ||||||
Total long-term debt (due 2017 and thereafter)
|
$ | 4,820 | $ | 3,824 |
|
- |
the Comprehensive Environmental Response, Compensation, and Liability Act;
|
|
- |
the Resource Conservation and Recovery Act;
|
|
- |
the Clean Air Act;
|
|
- |
the Federal Water Pollution Control Act;
|
|
- |
the Toxic Substances Control Act; and
|
|
- |
the Oil Pollution Act of 1990.
|
Year Ended December 31
|
||||||||||||
Millions of dollars
|
2011
|
2010
|
2009
|
|||||||||
Current income taxes:
|
||||||||||||
Federal
|
$ | (1,026 | ) | $ | (400 | ) | $ | 30 | ||||
Foreign
|
(334 | ) | (287 | ) | (250 | ) | ||||||
State
|
(109 | ) | (42 | ) | (24 | ) | ||||||
Total current
|
(1,469 | ) | (729 | ) | (244 | ) | ||||||
Deferred income taxes:
|
||||||||||||
Federal
|
(28 | ) | (124 | ) | (237 | ) | ||||||
Foreign
|
57 | 3 | (31 | ) | ||||||||
State
|
1 | (3 | ) | (6 | ) | |||||||
Total deferred
|
30 | (124 | ) | (274 | ) | |||||||
Provision for income taxes
|
$ | (1,439 | ) | $ | (853 | ) | $ | (518 | ) |
Year Ended December 31
|
||||||||||||
Millions of dollars
|
2011
|
2010
|
2009
|
|||||||||
United States
|
$ | 4,040 | $ | 1,918 | $ | 589 | ||||||
Foreign
|
409 | 737 | 1,093 | |||||||||
Total
|
$ | 4,449 | $ | 2,655 | $ | 1,682 |
Year Ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
United States statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Domestic manufacturing deduction
|
(2.1 | ) | (1.8 | ) | – | |||||||
Adjustments of prior year taxes
|
(1.3 | ) | (1.2 | ) | (2.1 | ) | ||||||
Impact of foreign income taxed at different rates
|
(0.5 | ) | (1.3 | ) | (3.3 | ) | ||||||
Other impact of foreign operations
|
(0.4 | ) | (1.3 | ) | (0.4 | ) | ||||||
Impact of devaluation of Venezuelan Bolívar Fuerte
|
– | 0.8 | – | |||||||||
Other items, net
|
1.6 | 1.9 | 1.6 | |||||||||
Total effective tax rate on continuing operations
|
32.3 | % | 32.1 | % | 30.8 | % |
December 31
|
||||||||
Millions of dollars
|
2011
|
2010
|
||||||
Gross deferred tax assets:
|
||||||||
Employee compensation and benefits
|
$ | 345 | $ | 313 | ||||
Net operating loss carryforwards
|
139 | 52 | ||||||
Accrued liabilities
|
64 | 77 | ||||||
Insurance accruals
|
48 | 47 | ||||||
Software revenue recognition
|
44 | 50 | ||||||
Inventory
|
30 | 28 | ||||||
Capitalized research and experimentation
|
29 | 44 | ||||||
Other
|
110 | 106 | ||||||
Total gross deferred tax assets
|
809 | 717 | ||||||
Gross deferred tax liabilities:
|
||||||||
Depreciation and amortization
|
648 | 631 | ||||||
Joint ventures, partnerships, and unconsolidated affiliates
|
38 | 48 | ||||||
Other
|
68 | 57 | ||||||
Total gross deferred tax liabilities
|
754 | 736 | ||||||
Valuation allowances – net operating loss carryforwards
|
44 | 22 | ||||||
Net deferred income tax asset (liability)
|
$ | 11 | $ | (41 | ) |
Unrecognized
|
Interest
|
|||
Millions of dollars
|
Tax Benefits
|
and Penalties
|
||
Balance at January 1, 2009
|
$ |
300
|
$ |
43
|
Change in prior year tax positions
|
(42)
|
(6)
|
||
Change in current year tax positions
|
23
|
2
|
||
Cash settlements with taxing authorities
|
(7)
|
(1)
|
||
Lapse of statute of limitations
|
(11)
|
(9)
|
||
Balance at December 31, 2009
|
$ |
263
|
$ |
29
|
Change in prior year tax positions
|
(74)
|
7
|
||
Change in current year tax positions
|
19
|
2
|
||
Cash settlements with taxing authorities
|
(28)
|
(5)
|
||
Lapse of statute of limitations
|
(3)
|
(1)
|
||
Balance at December 31, 2010
|
$ |
177(a)
|
$ |
32
|
Change in prior year tax positions
|
38
|
41
|
||
Change in current year tax positions
|
5
|
1
|
||
Cash settlements with taxing authorities
|
(12)
|
(3)
|
||
Lapse of statute of limitations
|
(3)
|
(2)
|
||
Balance at December 31, 2011
|
$ |
205(a)(b)
|
$ |
69
|
(a)
|
Includes $67 million as of December 31, 2011 and $62 million as of December 31, 2010 in amounts to be settled in accordance with our Tax Sharing Agreement with KBR and foreign unrecognized tax benefits that would give rise to a United States tax credit. See Note 7 for further information. The remaining balance of $138 million as of December 31, 2011 and $115 million as of December 31, 2010, if resolved in our favor, would positively impact the effective tax rate and, therefore, be recognized as additional tax benefits in our statement of operations.
|
|
(b)
|
Includes $42 million that could be resolved within the next 12 months.
|
Company Shareholders’ Equity
|
||||||||||||||||||||||||||||
Paid-in
|
||||||||||||||||||||||||||||
Capital in
|
Accumulated
|
Noncontrolling
|
||||||||||||||||||||||||||
Excess
|
Other
|
Interest in
|
||||||||||||||||||||||||||
Common
|
of Par
|
Treasury
|
Retained
|
Comprehensive
|
Consolidated
|
|||||||||||||||||||||||
Millions of dollars
|
Shares
|
Value
|
Stock
|
Earnings
|
Income (Loss)
|
Subsidiaries
|
Total
|
|||||||||||||||||||||
Balance at December 31, 2008
|
$ | 2,666 | $ | 484 | $ | (5,251 | ) | $ | 10,041 | $ | (215 | ) | $ | 19 | $ | 7,744 | ||||||||||||
Cash dividends paid
|
– | – | – | (324 | ) | – | – | (324 | ) | |||||||||||||||||||
Stock plans
|
3 | (51 | ) | 266 | – | – | – | 218 | ||||||||||||||||||||
Common shares purchased
|
– | – | (17 | ) | – | – | – | (17 | ) | |||||||||||||||||||
Tax loss from exercise of options and
|
||||||||||||||||||||||||||||
restricted stock
|
– | (22 | ) | – | – | – | – | (22 | ) | |||||||||||||||||||
Other
|
– | – | – | 1 | – | – | 1 | |||||||||||||||||||||
Total dividends and other transactions with
|
||||||||||||||||||||||||||||
shareholders
|
3 | (73 | ) | 249 | (323 | ) | – | – | (144 | ) | ||||||||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||||||||
Net income
|
– | – | – | 1,145 | – | 10 | 1,155 | |||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||
Cumulative translation adjustment
|
– | – | – | – | (5 | ) | – | (5 | ) | |||||||||||||||||||
Defined benefit and other postretirement
|
||||||||||||||||||||||||||||
plans, net
|
– | – | – | – | 2 | – | 2 | |||||||||||||||||||||
Net unrealized gains on investments, net of
|
||||||||||||||||||||||||||||
tax provision of $3
|
– | – | – | – | 5 | – | 5 | |||||||||||||||||||||
Total comprehensive income
|
– | – | – | 1,145 | 2 | 10 | 1,157 | |||||||||||||||||||||
Balance at December 31, 2009
|
$ | 2,669 | $ | 411 | $ | (5,002 | ) | $ | 10,863 | $ | (213 | ) | $ | 29 | $ | 8,757 | ||||||||||||
Cash dividends paid
|
– | – | – | (327 | ) | – | – | (327 | ) | |||||||||||||||||||
Stock plans
|
5 | (37 | ) | 252 | – | – | – | 220 | ||||||||||||||||||||
Common shares purchased
|
– | – | (141 | ) | – | – | – | (141 | ) | |||||||||||||||||||
Tax loss from exercise of
|
||||||||||||||||||||||||||||
options and restricted stock
|
– | (18 | ) | – | – | – | – | (18 | ) | |||||||||||||||||||
Other
|
– | – | – | – | – | (21) | (21 | ) | ||||||||||||||||||||
Total dividends and other transactions
|
||||||||||||||||||||||||||||
with shareholders
|
5 | (55 | ) | 111 | (327 | ) | – | (21) | (287 | ) | ||||||||||||||||||
Treasury shares issued for acquisition
|
– | (17 | ) | 120 | – | – | – | 103 | ||||||||||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||||||||
Net income
|
– | – | – | 1,835 | – | 7 | 1,842 | |||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||
Cumulative translation adjustment
|
– | – | – | – | (1 | ) | – | (1 | ) | |||||||||||||||||||
Defined benefit and other postretirement
|
||||||||||||||||||||||||||||
plans adjustments, net
|
– | – | – | – | (26 | ) | (1) | (27 | ) | |||||||||||||||||||
Total comprehensive income
|
– | – | – | 1,835 | (27 | ) | 6 | 1,814 | ||||||||||||||||||||
Balance at December 31, 2010
|
$ | 2,674 | $ | 339 | $ | (4,771 | ) | $ | 12,371 | $ | (240 | ) | $ | 14 | $ | 10,387 | ||||||||||||
Cash dividends paid
|
– | – | – | (330 | ) | – | – | (330 | ) | |||||||||||||||||||
Stock plans
|
9 | 82 | 267 | – | – | – | 358 | |||||||||||||||||||||
Common shares purchased
|
– | – | (43 | ) | – | – | – | (43 | ) | |||||||||||||||||||
Tax loss from exercise of
|
||||||||||||||||||||||||||||
options and restricted stock
|
– | 34 | – | – | – | – | 34 | |||||||||||||||||||||
Total dividends and other transactions
|
||||||||||||||||||||||||||||
with shareholders
|
9 | 116 | 224 | (330 | ) | – | – | 19 | ||||||||||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||||||||
Net income
|
– | – | – | 2,839 | – | 5 | 2,844 | |||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||
Defined benefit and other postretirement
|
||||||||||||||||||||||||||||
plans adjustments, net
|
– | – | – | – | (33 | ) | (1) | (34 | ) | |||||||||||||||||||
Total comprehensive income
|
– | – | – | 2,839 | (33 | ) | 4 | 2,810 | ||||||||||||||||||||
Balance at December 31, 2011
|
$ | 2,683 | $ | 455 | $ | (4,547 | ) | $ | 14,880 | $ | (273 | ) | $ | 18 | $ | 13,216 |
Accumulated other comprehensive loss
|
December 31
|
||||||||||||
Millions of dollars
|
2011
|
2010
|
2009
|
||||||||||
Cumulative translation adjustment
|
$ | (66 | ) | $ | (66 | ) | $ | (65 | ) | ||||
Defined benefit and other postretirement liability adjustments (a)
|
(208 | ) | (175 | ) | (149 | ) | |||||||
Unrealized gains on investments
|
1 | 1 | 1 | ||||||||||
Total accumulated other comprehensive loss
|
$ | (273 | ) | $ | (240 | ) | $ | (213 | ) |
Shares of common stock
|
December 31
|
|||||||||||
Millions of shares
|
2011
|
2010
|
2009
|
|||||||||
Issued
|
1,073 | 1,069 | 1,067 | |||||||||
In treasury
|
(152 | ) | (159 | ) | (165 | ) | ||||||
Total shares of common stock outstanding
|
921 | 910 | 902 |
Year Ended December 31
|
||||||||||||
Millions of dollars
|
2011
|
2010
|
2009
|
|||||||||
Stock-based compensation cost
|
$ | 198 | $ | 158 | $ | 143 | ||||||
Tax benefit
|
$ | (61 | ) | $ | (50 | ) | $ | (46 | ) | |||
Stock-based compensation cost, net of tax
|
$ | 137 | $ | 108 | $ | 97 |
|
- |
stock options, including incentive stock options and nonqualified stock options;
|
|
- |
restricted stock awards;
|
|
- |
restricted stock unit awards;
|
|
- |
stock appreciation rights; and
|
|
- |
stock value equivalent awards.
|
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
Aggregate
|
||||||||||||||
Number
|
Exercise
|
Remaining
|
Intrinsic
|
|||||||||||||
of Shares
|
Price
|
Contractual
|
Value
|
|||||||||||||
Stock Options
|
(in millions)
|
per Share
|
Term
(years)
|
(in millions)
|
||||||||||||
Outstanding at January 1, 2011
|
15.8 | $ | 26.79 | |||||||||||||
Granted
|
3.4 | 43.87 | ||||||||||||||
Exercised
|
(3.9) | 22.05 | ||||||||||||||
Forfeited/expired
|
(0.4) | 33.54 | ||||||||||||||
Outstanding at December 31, 2011
|
14.9 | $ | 31.74 | 6.7 | $ | 94 | ||||||||||
Exercisable at December 31, 2011
|
8.5 | $ | 29.07 | 5.3 | $ | 68 |
Year Ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Expected term (in years)
|
5.20 | 5.27 | 5.18 | |||||||||
Expected volatility
|
40% | 40% | 53% | |||||||||
Expected dividend yield
|
0.69 – 1.01% | 0.99 – 1.71% | 1.23 – 2.55% | |||||||||
Risk-free interest rate
|
0.93 – 2.29% | 1.20 – 2.78% | 1.38 – 2.47% | |||||||||
Weighted average grant-date fair value per share
|
$ | 15.61 | $ | 9.94 | $ | 9.36 |
Weighted Average
|
||||||||
Number of Shares
|
Grant-Date Fair
|
|||||||
Restricted Stock
|
(in millions)
|
Value per Share
|
||||||
Nonvested shares at January 1, 2011
|
13.3 | $ | 28.10 | |||||
Granted
|
5.4 | 43.35 | ||||||
Vested
|
(3.7) | 28.81 | ||||||
Forfeited
|
(0.8) | 32.59 | ||||||
Nonvested shares at December 31, 2011
|
14.2 | $ | 33.45 |
Millions of shares
|
2011
|
2010
|
2009
|
|||||||||
Basic weighted average common shares outstanding
|
918 | 908 | 900 | |||||||||
Dilutive effect of stock options
|
4 | 3 | 2 | |||||||||
Diluted weighted average common shares outstanding
|
922 | 911 | 902 |
|
- |
our defined contribution plans provide retirement benefits in return for services rendered. These plans provide an individual account for each participant and have terms that specify how contributions to the participant’s account are to be determined rather than the amount of pension benefits the participant is to receive. Contributions to these plans are based on pretax income and/or discretionary amounts determined on an annual basis. Our expense for the defined contribution plans for continuing operations totaled $245 million in 2011, $196 million in 2010, and $186 million in 2009;
|
|
- |
our defined benefit plans, which include both funded and unfunded pension plans, define an amount of pension benefit to be provided, usually as a function of age, years of service, and/or compensation. The unfunded obligations and net periodic benefit cost of our United States defined benefit plans were not material for the periods presented; and
|
|
- |
our postretirement medical plans are offered to specific eligible employees. The accumulated benefit obligations and net periodic benefit cost for these plans were not material for the periods presented.
|
Millions of dollars
|
2011
|
2010
|
||||||
Amounts recognized on the Consolidated Balance Sheets
|
||||||||
Accrued employee compensation and benefits
|
$ | 10 | $ | 15 | ||||
Employee compensation and benefits
|
213 | 202 | ||||||
Pension plans in which projected benefit
|
||||||||
obligation exceeded plan assets at December 31
|
||||||||
Projected benefit obligation
|
$ | 928 | $ | 902 | ||||
Fair value of plan assets
|
705 | 685 | ||||||
Pension plans in which accumulated benefit
|
||||||||
obligation exceeded plan assets at December 31
|
||||||||
Accumulated benefit obligation
|
$ | 784 | $ | 764 | ||||
Fair value of plan assets
|
621 | 614 |
Quoted Prices
|
Significant
|
|||||||||||||||
in Active
|
Observable
|
Significant
|
||||||||||||||
Markets for
|
Inputs for
|
Unobservable
|
||||||||||||||
Millions of dollars
|
Identical Assets
|
Similar Assets
|
Inputs
|
Total
|
||||||||||||
Common/collective trust funds (a)
|
||||||||||||||||
Equity funds
|
$ | – | $ | 241 | $ | – | $ | 241 | ||||||||
Bond funds
|
– | 110 | – | 110 | ||||||||||||
Balanced funds
|
– | 12 | – | 12 | ||||||||||||
Corporate bonds
|
– | 89 | – | 89 | ||||||||||||
United States equity securities
|
67 | – | – | 67 | ||||||||||||
Non-United States equity securities
|
64 | – | – | 64 | ||||||||||||
Other assets
|
15 | 16 | 91 | 122 | ||||||||||||
Fair value of plan assets at December 31, 2011
|
$ | 146 | $ | 468 | $ | 91 | $ | 705 | ||||||||
Common/collective trust funds (a)
|
||||||||||||||||
Equity funds
|
$ | – | $ | 155 | $ | – | $ | 155 | ||||||||
Bond funds
|
– | 97 | – | 97 | ||||||||||||
Balanced funds
|
– | 14 | – | 14 | ||||||||||||
Non-United States equity securities
|
133 | – | – | 133 | ||||||||||||
Corporate bonds
|
– | 84 | – | 84 | ||||||||||||
United States equity securities
|
41 | – | – | 41 | ||||||||||||
Other assets
|
82 | 6 | 79 | 167 | ||||||||||||
Fair value of plan assets at December 31, 2010
|
$ | 256 | $ | 356 | $ | 79 | $ | 691 |
(a)
|
Strategies are generally to invest in equity or debt securities, or a combination thereof, that match or outperform certain predefined indices.
|
2011
|
2010
|
|||||||
Discount rate
|
5.2 | % | 5.7 | % | ||||
Rate of compensation increase
|
5.4 | % | 5.2 | % |
2011
|
2010
|
2009
|
|
Discount rate
|
7.1%
|
7.9%
|
7.4%
|
Expected long-term return on plan assets
|
5.7%
|
5.6%
|
5.6%
|
Rate of compensation increase
|
6.2%
|
6.4%
|
5.7%
|
Millions of dollars and shares
|
Year Ended December 31
|
|||||||||||||||||||
except per share and employee data
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||
Total revenue
|
$ | 24,829 | $ | 17,973 | $ | 14,675 | $ | 18,279 | $ | 15,264 | ||||||||||
Total operating income
|
$ | 4,737 | $ | 3,009 | $ | 1,994 | $ | 4,010 | $ | 3,498 | ||||||||||
Nonoperating expense, net
|
(288 | ) | (354 | ) | (312 | ) | (161 | ) | (51 | ) | ||||||||||
Income from continuing operations before income taxes
|
4,449 | 2,655 | 1,682 | 3,849 | 3,447 | |||||||||||||||
Provision for income taxes
|
(1,439 | ) | (853 | ) | (518 | ) | (1,211 | ) | (907 | ) | ||||||||||
Income from continuing operations
|
$ | 3,010 | $ | 1,802 | $ | 1,164 | $ | 2,638 | $ | 2,540 | ||||||||||
Income (loss) from discontinued operations
|
(166 | ) | 40 | (9 | ) | (423 | ) | 996 | ||||||||||||
Net income
|
$ | 2,844 | $ | 1,842 | $ | 1,155 | $ | 2,215 | $ | 3,536 | ||||||||||
Noncontrolling interest in net (income) loss of subsidiaries
|
(5 | ) | (7 | ) | (10 | ) | 9 | (50 | ) | |||||||||||
Net income attributable to company
|
$ | 2,839 | $ | 1,835 | $ | 1,145 | $ | 2,224 | $ | 3,486 | ||||||||||
Amounts attributable to company shareholders:
|
||||||||||||||||||||
Continuing operations
|
$ | 3,005 | $ | 1,795 | $ | 1,154 | $ | 2,647 | $ | 2,511 | ||||||||||
Discontinued operations
|
(166 | ) | 40 | (9 | ) | (423 | ) | 975 | ||||||||||||
Net income
|
2,839 | 1,835 | 1,145 | 2,224 | 3,486 | |||||||||||||||
Basic income per share attributable to shareholders:
|
||||||||||||||||||||
Continuing operations
|
$ | 3.27 | $ | 1.98 | $ | 1.28 | $ | 3.00 | $ | 2.73 | ||||||||||
Net income
|
3.09 | 2.02 | 1.27 | 2.52 | 3.79 | |||||||||||||||
Diluted income per share attributable to shareholders:
|
||||||||||||||||||||
Continuing operations
|
3.26 | 1.97 | 1.28 | 2.91 | 2.63 | |||||||||||||||
Net income
|
3.08 | 2.01 | 1.27 | 2.45 | 3.65 | |||||||||||||||
Cash dividends per share
|
0.36 | 0.36 | 0.36 | 0.36 | 0.35 | |||||||||||||||
Return on average shareholders’ equity
|
24.06 | % | 19.17 | % | 13.88 | % | 30.24 | % | 48.31 | % | ||||||||||
Financial position:
|
||||||||||||||||||||
Net working capital
|
$ | 7,456 | $ | 6,129 | $ | 5,749 | $ | 4,630 | $ | 5,162 | ||||||||||
Total assets
|
23,677 | 18,297 | 16,538 | 14,385 | 13,135 | |||||||||||||||
Property, plant, and equipment, net
|
8,492 | 6,842 | 5,759 | 4,782 | 3,630 | |||||||||||||||
Long-term debt (including current maturities)
|
4,820 | 3,824 | 4,574 | 2,612 | 2,779 | |||||||||||||||
Total shareholders’ equity
|
13,216 | 10,387 | 8,757 | 7,744 | 6,966 | |||||||||||||||
Total capitalization
|
18,097 | 14,241 | 13,331 | 10,369 | 9,756 | |||||||||||||||
Basic weighted average common shares
|
||||||||||||||||||||
outstanding
|
918 | 908 | 900 | 883 | 919 | |||||||||||||||
Diluted weighted average common shares
|
||||||||||||||||||||
outstanding
|
922 | 911 | 902 | 909 | 955 | |||||||||||||||
Other financial data:
|
||||||||||||||||||||
Capital expenditures
|
$ | 2,953 | $ | 2,069 | $ | 1,864 | $ | 1,824 | $ | 1,583 | ||||||||||
Long-term borrowings (repayments), net
|
978 | (790 | ) | 1,944 | (861 | ) | (7 | ) | ||||||||||||
Depreciation, depletion, and amortization
|
1,359 | 1,119 | 931 | 738 | 583 | |||||||||||||||
Payroll and employee benefits
|
6,756 | 5,370 | 4,783 | 5,264 | 4,585 | |||||||||||||||
Number of employees
|
68,000 | 58,000 | 51,000 | 57,000 | 51,000 |
(1)
|
All periods presented reflect the reclassification of KBR, Inc. to discontinued operations in the first quarter of 2007.
|
Quarter
|
||||||||||||||||||||
Millions of dollars except per share data
|
First
|
Second
|
Third
|
Fourth
|
Year
|
|||||||||||||||
2011
|
||||||||||||||||||||
Revenue
|
$ | 5,282 | $ | 5,935 | $ | 6,548 | $ | 7,064 | $ | 24,829 | ||||||||||
Operating income
|
814 | 1,161 | 1,332 | 1,430 | 4,737 | |||||||||||||||
Net income
|
511 | 741 | 685 | 907 | 2,844 | |||||||||||||||
Amounts attributable to company shareholders:
|
||||||||||||||||||||
Income from continuing operations
|
512 | 739 | 848 | 906 | 3,005 | |||||||||||||||
Income (loss) from discontinued operations
|
(1 | ) | – | (165 | ) | – | (166 | ) | ||||||||||||
Net income attributable to company
|
511 | 739 | 683 | 906 | 2,839 | |||||||||||||||
Basic income per share attributable to company shareholders:
|
||||||||||||||||||||
Income from continuing operations
|
0.56 | 0.81 | 0.92 | 0.98 | 3.27 | |||||||||||||||
Income (loss) from discontinued operations
|
– | – | (0.18 | ) | – | (0.18 | ) | |||||||||||||
Net income
|
0.56 | 0.81 | 0.74 | 0.98 | 3.09 | |||||||||||||||
Diluted income per share attributable to company shareholders:
|
||||||||||||||||||||
Income from continuing operations
|
0.56 | 0.80 | 0.92 | 0.98 | 3.26 | |||||||||||||||
Income (loss) from discontinued operations
|
– | – | (0.18 | ) | – | (0.18 | ) | |||||||||||||
Net income
|
0.56 | 0.80 | 0.74 | 0.98 | 3.08 | |||||||||||||||
Cash dividends paid per share
|
0.09 | 0.09 | 0.09 | 0.09 | 0.36 | |||||||||||||||
Common stock prices
(1)
|
||||||||||||||||||||
High
|
50.47 | 51.45 | 57.77 | 40.43 | 57.77 | |||||||||||||||
Low
|
37.68 | 44.47 | 30.48 | 27.21 | 27.21 | |||||||||||||||
2010
|
||||||||||||||||||||
Revenue
|
$ | 3,761 | $ | 4,387 | $ | 4,665 | $ | 5,160 | $ | 17,973 | ||||||||||
Operating income
|
449 | 762 | 818 | 980 | 3,009 | |||||||||||||||
Net income
|
207 | 483 | 545 | 607 | 1,842 | |||||||||||||||
Amounts attributable to company shareholders:
|
||||||||||||||||||||
Income from continuing operations
|
211 | 474 | 485 | 625 | 1,795 | |||||||||||||||
Income (loss) from discontinued operations
|
(5 | ) | 6 | 59 | (20 | ) | 40 | |||||||||||||
Net income attributable to company
|
206 | 480 | 544 | 605 | 1,835 | |||||||||||||||
Basic income per share attributable to company shareholders:
|
||||||||||||||||||||
Income from continuing operations
|
0.23 | 0.52 | 0.53 | 0.69 | 1.98 | |||||||||||||||
Income (loss) from discontinued operations
|
– | 0.01 | 0.07 | (0.02 | ) | 0.04 | ||||||||||||||
Net income
|
0.23 | 0.53 | 0.60 | 0.67 | 2.02 | |||||||||||||||
Diluted income per share attributable to company shareholders:
|
||||||||||||||||||||
Income from continuing operations
|
0.23 | 0.52 | 0.53 | 0.68 | 1.97 | |||||||||||||||
Income (loss) from discontinued operations
|
– | 0.01 | 0.07 | (0.02 | ) | 0.04 | ||||||||||||||
Net income
|
0.23 | 0.53 | 0.60 | 0.66 | 2.01 | |||||||||||||||
Cash dividends paid per share
|
0.09 | 0.09 | 0.09 | 0.09 | 0.36 | |||||||||||||||
Common stock prices
(1)
|
||||||||||||||||||||
High
|
34.87 | 35.22 | 33.84 | 41.73 | 41.73 | |||||||||||||||
Low
|
27.71 | 21.10 | 24.27 | 28.86 | 21.10 |
1.
|
Financial Statements:
|
The reports of the Independent Registered Public Accounting Firm and the financial statements of the Company as required by Part II, Item 8, are included on pages 70 and 71 and pages 72 through 116 of this annual report. See index on page (i).
|
|
2.
|
Financial Statement Schedules:
|
The schedules listed in Regulation 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:
|
Exhibit
|
||
Number
|
Exhibits
|
|
3.1
|
Restated Certificate of Incorporation of Halliburton Company filed with the Secretary of State of Delaware on May 30, 2006 (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed June 5, 2006, File No. 1-3492).
|
|
3.2
|
By-laws of Halliburton revised effective February 10, 2010 (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed February 10, 2010, File No. 1-3492).
|
|
4.1
|
Form of debt security of 8.75% Debentures due February 12, 2021 (incorporated by reference to Exhibit 4(a) to the Form 8-K of Halliburton Company, now known as Halliburton Energy Services, Inc. (the Predecessor), dated as of February 20, 1991, File No. 1-3492).
|
|
4.2
|
Senior Indenture dated as of January 2, 1991 between the Predecessor and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee (incorporated by reference to Exhibit 4(b) to the Predecessor’s Registration Statement on Form S-3 (Registration No. 33-38394) originally filed with the Securities and Exchange Commission on December 21, 1990), as supplemented and amended by the First Supplemental Indenture dated as of December 12, 1996 among the Predecessor, Halliburton and the Trustee (incorporated by reference to Exhibit 4.1 of Halliburton’s Registration Statement on Form 8-B dated December 12, 1996, File No. 1-3492).
|
|
4.3
|
Resolutions of the Predecessor’s Board of Directors adopted at a meeting held on February 11, 1991 and of the special pricing committee of the Board of Directors of the Predecessor adopted at a meeting held on February 11, 1991 and the special pricing committee’s consent in lieu of meeting dated February 12, 1991 (incorporated by reference to Exhibit 4(c) to the Predecessor’s Form 8-K dated as of February 20, 1991, File No. 1-3492).
|
4.4
|
Second Senior Indenture dated as of December 1, 1996 between the Predecessor and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, as supplemented and amended by the First Supplemental Indenture dated as of December 5, 1996 between the Predecessor and the Trustee and the Second Supplemental Indenture dated as of December 12, 1996 among the Predecessor, Halliburton and the Trustee (incorporated by reference to Exhibit 4.2 of Halliburton’s Registration Statement on Form 8-B dated December 12, 1996, File No. 1-3492).
|
|
4.5
|
Third Supplemental Indenture dated as of August 1, 1997 between Halliburton and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, to the Second Senior Indenture dated as of December 1, 1996 (incorporated by reference to Exhibit 4.7 to Halliburton’s Form 10-K for the year ended December 31, 1998, File No. 1-3492).
|
|
4.6
|
Fourth Supplemental Indenture dated as of September 29, 1998 between Halliburton and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, to the Second Senior Indenture dated as of December 1, 1996 (incorporated by reference to Exhibit 4.8 to Halliburton’s Form 10-K for the year ended December 31, 1998, File No. 1-3492).
|
|
4.7
|
Resolutions of Halliburton’s Board of Directors adopted by unanimous consent dated December 5, 1996 (incorporated by reference to Exhibit 4(g) of Halliburton’s Form 10-K for the year ended December 31, 1996, File No. 1-3492).
|
|
4.8
|
Form of debt security of 6.75% Notes due February 1, 2027 (incorporated by reference to Exhibit 4.1 to Halliburton’s Form 8-K dated as of February 11, 1997, File No. 1-3492).
|
|
4.9
|
Resolutions of Halliburton’s Board of Directors adopted at a special meeting held on September 28, 1998 (incorporated by reference to Exhibit 4.10 to Halliburton’s Form 10-K for the year ended December 31, 1998, File No. 1-3492).
|
|
4.10
|
Copies of instruments that define the rights of holders of miscellaneous long-term notes of Halliburton and its subsidiaries have not been filed with the Commission. Halliburton agrees to furnish copies of these instruments upon request.
|
|
4.11
|
Form of debt security of 7.53% Notes due May 12, 2017 (incorporated by reference to Exhibit 4.4 to Halliburton’s Form 10-Q for the quarter ended March 31, 1997, File No. 1-3492).
|
4.12
|
Form of Indenture dated as of April 18, 1996 between Dresser and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee (incorporated by reference to Exhibit 4 to Dresser’s Registration Statement on Form S-3/A filed on April 19, 1996, Registration No. 333-01303), as supplemented and amended by Form of First Supplemental Indenture dated as of August 6, 1996 between Dresser and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), Trustee, for 7.60% Debentures due 2096 (incorporated by reference to Exhibit 4.1 to Dresser’s Form 8-K filed on August 9, 1996, File No. 1-4003).
|
|
4.13
|
Second Supplemental Indenture dated as of October 27, 2003 between DII Industries, LLC and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Indenture dated as of April 18, 1996 (incorporated by reference to Exhibit 4.15 to Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 1-3492).
|
|
4.14
|
Third Supplemental Indenture dated as of December 12, 2003 among DII Industries, LLC, Halliburton and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Indenture dated as of April 18, 1996, (incorporated by reference to Exhibit 4.16 to Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 1-3492).
|
|
4.15
|
Indenture dated as of October 17, 2003 between Halliburton and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (incorporated by reference to Exhibit 4.1 to Halliburton’s Form 10-Q for the quarter ended September 30, 2003, File No. 1-3492).
|
|
4.16
|
Second Supplemental Indenture dated as of December 15, 2003 between Halliburton and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.27 to Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 1-3492).
|
|
4.17
|
Form of note of 7.6% debentures due 2096 (included as Exhibit A to Exhibit 4.16 above).
|
|
4.18
|
Fourth Supplemental Indenture, dated as of September 12, 2008, between Halliburton and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed September 12, 2008, File No. 1-3492).
|
|
4.19
|
Form of Global Note for Halliburton’s 5.90% Senior Notes due 2018 (included as part of Exhibit 4.18).
|
|
4.20
|
Form of Global Note for Halliburton’s 6.70% Senior Notes due 2038 (included as part of Exhibit 4.18).
|
4.21
|
Fifth Supplemental Indenture, dated as of March 13, 2009, between Halliburton and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed March 13, 2009, File No. 1-3492).
|
|
4.22
|
Form of Global Note for Halliburton’s 6.15% Senior Notes due 2019 (included as part of Exhibit 4.21).
|
|
4.23
|
Form of Global Note for Halliburton’s 7.45% Senior Notes due 2039 (included as part of Exhibit 4.21).
|
|
4.24
|
Sixth Supplemental Indenture, dated as of November 14, 2011, between Halliburton and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed November 14, 2011, File No. 1-3492).
|
|
4.25
|
Form of Global Note for Halliburton’s 3.25% Senior Notes due 2021 (included as part of Exhibit 4.24).
|
|
4.26
|
Form of Global Note for Halliburton’s 4.50% Senior Notes due 2041 (included as part of Exhibit 4.24).
|
|
10.1
|
Halliburton Company Restricted Stock Plan for Non-Employee Directors (incorporated by reference to Appendix B of the Predecessor’s proxy statement dated March 23, 1993, File No. 1-3492).
|
|
10.2
|
Dresser Industries, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2000 (incorporated by reference to Exhibit 10.16 to Halliburton’s Form 10-K for the year ended December 31, 2000, File No. 1-3492).
|
|
10.3
|
ERISA Excess Benefit Plan for Dresser Industries, Inc., as amended and restated effective June 1, 1995 (incorporated by reference to Exhibit 10.7 to Dresser’s Form 10-K for the year ended October 31, 1995, File No. 1-4003).
|
|
10.4
|
ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc., as amended and restated effective June 1, 1995 (incorporated by reference to Exhibit 10.8 to Dresser’s Form 10-K for the year ended October 31, 1995, File No. 1-4003).
|
|
10.5
|
Employment Agreement (David J. Lesar) (incorporated by reference to Exhibit 10(n) to the Predecessor’s Form 10-K for the year ended December 31, 1995, File No. 1-3492).
|
|
10.6
|
Employment Agreement (Mark A. McCollum) (incorporated by reference to Exhibit 10.1 to Halliburton’s Form 10-Q for the quarter ended September 30, 2003, File No. 1-3492).
|
10.7
|
Halliburton Company Performance Unit Program (incorporated by reference to Exhibit 10.2 to Halliburton’s Form 10-Q for the quarter ended September 30, 2001, File No. 1-3492).
|
|
10.8
|
Employment Agreement (Albert O. Cornelison) (incorporated by reference to Exhibit 10.3 to Halliburton’s Form 10-Q for the quarter ended June 30, 2002, File No. 1-3492).
|
|
10.9
|
Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.1 to Halliburton’s Form 8-K filed August 3, 2007, File No. 1-3492).
|
|
10.10
|
Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.2 to Halliburton’s Form 8-K filed August 3, 2007, File No. 1-3492).
|
|
10.11
|
2008 Halliburton Elective Deferral Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.3 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. 1-3492).
|
|
10.12
|
Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.4 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. 1-3492).
|
|
10.13
|
Halliburton Company Benefit Restoration Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.5 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. 1-3492).
|
|
10.14
|
Halliburton Company Pension Equalizer Plan, as amended and restated effective March 1, 2007 (incorporated by reference to Exhibit 10.8 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. 1-3492).
|
|
10.15
|
Halliburton Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2007 (incorporated by reference to Exhibit 10.9 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. 1-3492).
|
|
10.16
|
Retirement Plan for the Directors of Halliburton Company, as amended and restated effective July 1, 2007 (incorporated by reference to Exhibit 10.10 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No. 1-3492).
|
|
10.17
|
Employment Agreement (James S. Brown) (incorporated by reference to Exhibit 10.36 to Halliburton’s Form 10-K for the year ended December 31, 2007, File No. 1-3492).
|
|
10.18
|
Executive Agreement (Lawrence J. Pope) (incorporated by reference to Exhibit 10.1 to Halliburton’s Form 8-K filed December 12, 2008, File No. 1-3492).
|
|
10.19
|
Halliburton Company Stock and Incentive Plan, as amended and restated effective February 11, 2009 (incorporated by reference to Appendix B of Halliburton’s proxy statement filed April 6, 2009, File No. 1-3492).
|
10.20
|
Halliburton Company Employee Stock Purchase Plan, as amended and restated effective February 11, 2009 (incorporated by reference to Appendix C of Halliburton’s proxy statement filed April 6, 2009, File No. 1-3492).
|
|
10.21
|
Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.4 of Halliburton’s Form 10-Q for the quarter ended September 30, 2009, File No. 1-3492).
|
|
10.22
|
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.5 of Halliburton’s Form 10-Q for the quarter ended September 30, 2009, File No. 1-3492).
|
|
10.23
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 of Halliburton’s Form 10-Q for the quarter ended September 30, 2009, File No. 1-3492).
|
|
10.24
|
Form of Non-Employee Director Restricted Stock Agreement (incorporated by reference to Exhibit 99.5 of Halliburton’s Form S-8 filed May 21, 2009, Registration No. 333-159394).
|
|
10.25
|
First Amendment to Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.1 to Halliburton’s Form 8-K filed September 21, 2009, File No. 1-3492).
|
|
10.26
|
Amendment No. 1 to Halliburton Company Benefit Restoration Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.2 to Halliburton’s Form 8-K filed September 21, 2009, File No. 1-3492).
|
|
10.27
|
Halliburton Annual Performance Pay Plan, as amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.3 to Halliburton’s Form 8-K filed September 21, 2009, File No. 1-3492).
|
|
10.28
|
Executive Agreement (Evelyn M. Angelle) (incorporated by reference to Exhibit 10.34 to Halliburton’s Form 10-K for the year ended December 31, 2008, File No. 1-3492).
|
|
10.29
|
Executive Agreement (Timothy J. Probert) (incorporated by reference to Exhibit 10.36 to Halliburton’s Form 10-K for the year ended December 31, 2008, File No. 1-3492).
|
|
10.30
|
Amendment to Executive Employment Agreement (James S. Brown) (incorporated by reference to Exhibit 10.39 to Halliburton’s Form 10-K for the year ended December 31, 2008, File No. 1-3492).
|
|
10.31
|
Amendment to Executive Employment Agreement (Albert O. Cornelison) (incorporated by reference to Exhibit 10.40 to Halliburton’s Form 10-K for the year ended December 31, 2008, File No. 1-3492).
|
|
10.32
|
Amendment to Executive Employment Agreement (Mark A. McCollum) (incorporated by reference to Exhibit 10.43 to Halliburton’s Form 10-K for the year ended December 31, 2008, File No. 1-3492).
|
10.33
|
Amendment No. 1 to 2008 Halliburton Elective Deferral Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.41 to Halliburton’s Form 10-K for the year ended December 31, 2010, File No. 1-3492).
|
|
10.34
|
Executive Agreement (Joseph F. Andolino) (incorporated by reference to Exhibit 10.42 to Halliburton’s Form 10-K for the year ended December 31, 2010, File No. 1-3492).
|
|
10.35
|
Executive Agreement (Joe D. Rainey) (incorporated by reference to Exhibit 10.43 to Halliburton’s Form 10-K for the year ended December 31, 2010, File No. 1-3492).
|
|
10.36
|
U.S. $2,000,000,000 Five Year Revolving Credit Agreement among Halliburton, as Borrower, the Banks party thereto, and Citibank, N.A., as Agent (incorporated by reference to Exhibit 10.1 to Halliburton’s Form 8-K filed February 23, 2011, File No. 1-3492).
|
|
10.37
|
First Amendment dated February 10, 2011 to Halliburton Company Employee Stock Purchase Plan, as amended and restated effective February 11, 2009 (incorporated by reference to Exhibit 10.2 to Halliburton’s Form 10-Q for the quarter ended March 31, 2011, File No. 1-3492).
|
|
10.38
|
First Amendment to the Retirement Plan for the Directors of Halliburton Company, effective September 1, 2007 (incorporated by reference to Exhibit 10.3 to Halliburton’s Form 10-Q for the quarter ended March 31, 2011, File No. 1-3492).
|
|
10.39
|
Underwriting Agreement, dated November 8, 2011, among Halliburton and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., RBS Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and the several other underwriters identified therein (incorporated by reference to Exhibit 1.1 to Halliburton’s Form 8-K filed November 14, 2011, File No. 1-3492).
|
* | 10.40 | Executive Agreement (Christian A. Garcia). |
* | 10.41 | First Amendment to Halliburton Company Restricted Stock Plan for Non-Employee Directors. |
* | 10.42 | Form of Restricted Stock Agreement (Section 16 officers). |
* | 10.43 | Form of Non-Employee Director Restricted Stock Agreement (Stock and Incentive Plan). |
* | 12.1 | Statement of Computation of Ratio of Earnings to Fixed Charges. |
* | 21.1 | Subsidiaries of the Registrant. |
* | 23.1 | Consent of KPMG LLP. |
* |
24.1
|
Powers of attorney for the following directors signed in February 2012:
|
Alan M. Bennett
|
||
James R. Boyd
|
||
Milton Carroll
|
||
Nance K. Dicciani
|
||
Murry S. Gerber
|
||
S. Malcolm Gillis
|
||
Abdallah S. Jum’ah
|
||
Robert A. Malone
|
||
J. Landis Martin
|
||
Debra L. Reed
|
||
* |
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
* |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
** |
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
** |
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
* |
95
|
Mine Safety Disclosures.
|
* |
101.INS
|
XBRL Instance Document
|
* |
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
* |
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
* |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
* |
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Filed with this Form 10-K.
|
|
**
|
Furnished with this Form 10-K.
|
HALLIBURTON COMPANY
|
|
By
|
/s/ David J. Lesar
|
David J. Lesar
|
|
Chairman of the Board,
|
|
President, and Chief Executive Officer
|
Signature
|
Title
|
/s/ David J. Lesar
|
Chairman of the Board, President,
|
David J. Lesar
|
Chief Executive Officer, and Director
|
/s/ Mark A. McCollum
|
Executive Vice President and
|
Mark A. McCollum
|
Chief Financial Officer
|
/s/ Evelyn M. Angelle
|
Senior Vice President and
|
Evelyn M. Angelle
|
Chief Accounting Officer
|
Signature
|
Title
|
* Alan M. Bennett
|
Director
|
Alan M. Bennett
|
|
* James R. Boyd
|
Director
|
James R. Boyd
|
|
* Milton Carroll
|
Director
|
Milton Carroll
|
|
* Nance K. Dicciani
|
Director
|
Nance K. Dicciani
|
|
* Murry S. Gerber
|
Director
|
Murry S. Gerber
|
|
* S. Malcolm Gillis
|
Director
|
S. Malcolm Gillis
|
|
* Abdallah S. Jum’ah
|
Director
|
Abdallah S. Jum’ah
|
|
* Robert A. Malone
|
Director
|
Robert A. Malone
|
|
* J. Landis Martin
|
Director
|
J. Landis Martin
|
|
* Debra L. Reed
|
Director
|
Debra L. Reed
|
|
* /s/ Christina M. Ibrahim
|
|
Christina M. Ibrahim, Attorney-in-fact
|
ARTICLE 3:
|
TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:
|
|
(ii)
|
Retirement
. “
Retirement
” shall mean either (a) Employee's retirement at or after normal retirement age (either voluntarily or pursuant to the applicable Halliburton Entity's retirement policy) or (b) the voluntary termination of Employee's employment by Employee in accordance with Employer's early retirement policy for other than Good Reason (as defined below).
|
|
(iii)
|
Permanent Disability
. “
Permanent Disability”
shall mean Employee's physical or mental incapacity to perform his usual duties with such condition likely to remain continuously and permanently as reasonably determined by a qualified physician selected by Employer.
|
|
(iv)
|
Voluntary Termination
. “
Voluntary Termination
” shall mean a termination of employment in the sole discretion and at the election of Employee for other than Good Reason. “
Good Reason
” shall mean a termination of employment by Employee because of a material breach by Employer of any material provision of this Agreement, provided that (i) Employee provides written notice to Employer, as provided in Section 6.2 hereof, of the circumstances Employee claims constitute “Good Reason” within ninety (90) calendar days of the first to occur of such circumstances, (ii) such breach remains uncorrected for thirty (30) calendar days following written notice, and (iii) Employee’s termination occurs within one hundred eighty (180) calendar days after the date that the circumstances Employee claims constitute “Good Reason” first occurred.
|
|
(v)
|
Termination for Cause
. Termination of Employee's employment by Employer for Cause. “
Cause
” shall mean any of the following: (a) Employee's gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement; (b) Employee's final conviction of a felony; (c) a material violation of the Code of Business Conduct or (d) Employee's material breach of any material provision of this Agreement which remains uncorrected for thirty (30) calendar days following written notice of such breach to Employee by Employer. Determination as to whether or not Cause exists for termination of Employee's employment will be made by the Compensation Committee, or its delegate, acting in good faith.
|
|
(i)
|
A single lump sum cash payment equal to one year of Employee's base salary as in effect at the date of Employee's termination of employment. Such benefit shall be paid as soon as administratively practicable, but no later than the sixtieth (60
th
) calendar day following Employee's termination of employment.
|
|
(ii)
|
A single lump sum cash payment equal to the value of Employee’s unvested shares of Halliburton Company restricted stock in accordance with the table below and based on the closing price quoted for Halliburton Company common stock on the New York Stock Exchange on the date of Employee’s termination of employment or the last business day immediately preceding the date of Employee’s termination of employment, with such payment, if due Employee, to be paid on the sixtieth (60
th
) calendar day following the first anniversary of Employee’s termination of employment. (For example, if Employee holds 50,000
|
Consecutive Years of Service
|
Vested Percentage
|
Less than two years
|
0%
|
At least two, but less than five years
|
25%
|
At least five, but less than seven years
|
50%
|
At least seven, but less than ten years
|
75%
|
Ten or more years
|
100%
|
|
(iii)
|
Employee understands and agrees that his right to all or any portion of the payment provided for in Section 3.4(ii), and Employer’s obligation to make payment of the entire amount or any portion thereof, are dependent and conditioned on Employee’s compliance in full with all provisions contained in Article 5. Any failure on the part of Employee to comply with each provision, including any attempt by or on behalf of Employee to have any such provision declared unenforceable in whole or in part by an arbitrator or court, shall excuse Employer forever from the obligation to make the payment, in whole or in part, provided for in Section 3.4(ii).
|
ARTICLE 4:
|
OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION:
|
|
If to Employer, to Halliburton Company at 3000 North Sam Houston Parkway East, Houston, Texas 77032, to the attention of the General Counsel, or to such other address as Employee shall receive notice thereof.
|
|
If to Employee, to his last known personal residence.
|
|
(i)
|
If Employee is a “
specified employee
,” as such term is defined in Section 409A, any payments or benefits that are deferred compensation under Section 409A and are payable or provided as a result of Employee’s termination of employment shall be payable on the date that is the earlier of (a) the date that is six months and one day after Employee’s termination, (b) the date of Employee’s death, or (c) the date that otherwise complies with the requirements of Section 409A.
|
|
(ii)
|
It is intended that the provisions of this Agreement satisfy the requirements of Section 409A and that the Agreement be operated in a manner consistent with such requirements to the extent applicable. Therefore, the Employer and Employee agree to construe the provisions of the Plan in accordance with the requirements of Section 409A.
|
Grant Date:
|
Grant Date
|
Grantee (“Employee”):
|
«First_Name» «Last_Name»
|
Aggregate Number of Shares Subject to Award:
|
«Number_Restricted_Shares»
|
Restriction Period
|
5 year restriction period
|
Years of Service From
Date of Each Award to
Participant Under the
Plan
|
Portion Freed of Restrictions
|
1
|
25%
|
2
|
50%
|
3
|
75%
|
4
|
100%
|
Year Ended December 31
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
Earnings available for fixed charges:
|
||||||||||||||||||||
Income from continuing operations before
|
||||||||||||||||||||
income taxes
|
$ | 4,449 | $ | 2,655 | $ | 1,682 | $ | 3,849 | $ | 3,447 | ||||||||||
Add:
|
||||||||||||||||||||
Distributed earnings from equity in
|
||||||||||||||||||||
unconsolidated affiliates
|
13 | 13 | 17 | 30 | 43 | |||||||||||||||
Fixed charges
|
384 | 402 | 361 | 232 | 222 | |||||||||||||||
Subtotal
|
4,846 | 3,070 | 2,060 | 4,111 | 3,712 | |||||||||||||||
Less:
|
||||||||||||||||||||
Equity in earnings of
|
||||||||||||||||||||
unconsolidated affiliates
|
20 | 20 | 16 | 50 | 57 | |||||||||||||||
Total earnings available for fixed charges
|
$ | 4,826 | $ | 3,050 | $ | 2,044 | $ | 4,061 | $ | 3,655 | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
$ | 268 | $ | 308 | $ | 297 | $ | 167 | $ | 168 | ||||||||||
Rental expense representative of interest
|
116 | 94 | 64 | 65 | 54 | |||||||||||||||
Total fixed charges
|
$ | 384 | $ | 402 | $ | 361 | $ | 232 | $ | 222 | ||||||||||
Ratio of earnings to fixed charges
|
12.6 | 7.6 | 5.7 | 17.5 | 16.5 |
HALLIBURTON COMPANY
|
|
Subsidiaries of the Registrant
|
|
December 31, 2011
|
|
STATE OR COUNTRY
|
|
NAME OF COMPANY
|
OF INCORPORATION
|
Baroid International Trading, LLC
|
United States, Delaware
|
BITC Holdings (US) LLC
|
United States, Delaware
|
Halliburton (Barbados) Investments SRL
|
Barbados
|
Halliburton Affiliates, LLC
|
United States, Delaware
|
Halliburton AS
|
Norway
|
Halliburton Canada Corp.
|
Canada
|
Halliburton Canada Holdings, Inc.
|
United States, Delaware
|
Halliburton de Mexico, S. de R.L. de C.V.
|
Mexico
|
Halliburton Energy Cayman Islands Limited
|
Cayman Islands
|
Halliburton Energy Services, Inc.
|
United States, Delaware
|
Halliburton Far East Pte Ltd
|
Singapore
|
Halliburton Group Canada
|
Canada
|
Halliburton International, Inc.
|
United States, Delaware
|
Halliburton Investments B.V.
|
Netherlands
|
Halliburton Latin America S.A., LLC
|
United States, Delaware
|
Halliburton Norway Holdings C.V.
|
Netherlands
|
Halliburton Overseas Limited
|
Cayman Islands
|
Halliburton Partners Canada Inc.
|
Canada
|
Halliburton Servicos Ltda.
|
Brazil
|
HES Corporation
|
United States, Nevada
|
HES Holding, Inc.
|
United States, Delaware
|
Kellogg Energy Services, Inc.
|
United States, Delaware
|
Landmark Graphics Corporation
|
United States, Delaware
|
Oilfield Telecommunications, LLC.
|
United States, Delaware
|
Professional Wireline Rentals, LLC
|
United States, Florida
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
-
|
total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which we have received a citation from MSHA;
|
-
|
total number of orders issued under section 104(b) of the Mine Act, which covers violations that had previously been cited under section 104(a) that, upon follow-up inspection by MSHA, are found not to have been totally abated within the prescribed time period, which results in the issuance of an order requiring the mine operator to immediately withdraw all persons (except certain authorized persons) from the mine;
|
-
|
total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act;
|
-
|
total number of flagrant violations (i.e., reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury) under section 110(b)(2) of the Mine Act;
|
-
|
total number of imminent danger orders (i.e., the existence of any condition or practice in a mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated) issued under section 107(a) of the Mine Act;
|
-
|
total dollar value of proposed assessments from MSHA under the Mine Act;
|
-
|
total number of mining-related fatalities; and
|
-
|
total number of pending legal actions before the Federal Mine Safety and Health Review Commission involving such mine.
|
HALLIBURTON COMPANY
|
|||||||||||||||||||||||||
Mine Safety Disclosures
|
|||||||||||||||||||||||||
Year Ended December 31, 2011
|
|||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||
(Whole dollars)
|
|||||||||||||||||||||||||
104(d) | |||||||||||||||||||||||||
Section
|
Section
|
Citations
|
Section
|
Section
|
Proposed
|
Pending
|
|||||||||||||||||||
104 | 104(b) |
and
|
110(b)(2) | 107(a) |
MSHA
|
Legal
|
|||||||||||||||||||
Operation/ MSHA Identification Number
(1)
|
Citations
|
Orders
|
Orders
|
Violations
|
Orders
|
Assessments
(2)
|
Fatalities
|
Actions
|
|||||||||||||||||
BPM Colony Mill/4800070
|
10 | - | - | - | - | $ | 2,018 | - | - | ||||||||||||||||
BPM Colony Mine/4800889
|
3 | - | - | - | - | 460 | - | - | |||||||||||||||||
BPM Lovell Mine/4801016
|
- | - | - | - | - | - | - | - | |||||||||||||||||
Corpus Christi Grinding Plant/4104010
|
1 | - | - | - | - | - | - | - | |||||||||||||||||
Dunphy Mill/2600412
|
19 | - | - | - | - | 3,848 | - | - | |||||||||||||||||
Lake Charles Plant/1601032
|
2 | - | - | - | - | 200 | - | - | |||||||||||||||||
Larose Grinding Plant/1601504
|
- | - | - | - | - | - | - | - | |||||||||||||||||
Rossi Jig Plant/2602239
|
- | - | - | - | - | - | - | - | |||||||||||||||||
Total
|
35 | - | - | - | - | $ | 6,526 | - | - |
(
1
)
|
The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine.
|
(
2
)
|
Amounts included are the total dollar value of proposed or outstanding assessments received from MSHA on or before January 8, 2012 regardless of whether the assessment has been challenged or appealed, for citations and orders occurring during the year ended December 31, 2011.
|