Yes
|
[X]
|
No
|
[ ]
|
Yes
|
[X]
|
No
|
[ ]
|
|
Large accelerated filer
|
[X]
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[ ]
|
Yes
|
[ ]
|
No
|
[X]
|
|
|
Page No.
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|||||
Millions of dollars and shares except per share data
|
2013
|
2012
|
||||
Revenue:
|
|
|
||||
Services
|
$
|
5,334
|
|
$
|
5,424
|
|
Product sales
|
1,640
|
|
1,444
|
|
||
Total revenue
|
6,974
|
|
6,868
|
|
||
Operating costs and expenses:
|
|
|
|
|
||
Cost of services
|
4,614
|
|
4,233
|
|
||
Cost of sales
|
1,386
|
|
1,244
|
|
||
Loss contingency for Macondo well incident
|
1,000
|
|
300
|
|
||
General and administrative
|
72
|
|
68
|
|
||
Total operating costs and expenses
|
7,072
|
|
5,845
|
|
||
Operating income (loss)
|
(98
|
)
|
1,023
|
|
||
Interest expense, net of interest income of $3 and $2
|
(71
|
)
|
(74
|
)
|
||
Other, net
|
(14
|
)
|
(7
|
)
|
||
Income (loss) from continuing operations before income taxes
|
(183
|
)
|
942
|
|
||
Income tax benefit (provision)
|
172
|
|
(304
|
)
|
||
Income (loss) from continuing operations
|
(11
|
)
|
638
|
|
||
Loss from discontinued operations, net of income tax benefit of $2 and $5
|
(5
|
)
|
(8
|
)
|
||
Net income (loss)
|
$
|
(16
|
)
|
$
|
630
|
|
Noncontrolling interest in net income of subsidiaries
|
(2
|
)
|
(3
|
)
|
||
Net income (loss) attributable to company
|
$
|
(18
|
)
|
$
|
627
|
|
Amounts attributable to company shareholders:
|
|
|
|
|
||
Income (loss) from continuing operations
|
$
|
(13
|
)
|
$
|
635
|
|
Loss from discontinued operations, net
|
(5
|
)
|
(8
|
)
|
||
Net income (loss) attributable to company
|
$
|
(18
|
)
|
$
|
627
|
|
Basic income per share attributable to company shareholders:
|
|
|
|
|
||
Income (loss) from continuing operations
|
$
|
(0.01
|
)
|
$
|
0.69
|
|
Loss from discontinued operations, net
|
(0.01
|
)
|
(0.01
|
)
|
||
Net income (loss) per share
|
$
|
(0.02
|
)
|
$
|
0.68
|
|
Diluted income per share attributable to company shareholders:
|
|
|
|
|
||
Income (loss) from continuing operations
|
$
|
(0.01
|
)
|
$
|
0.69
|
|
Loss from discontinued operations, net
|
(0.01
|
)
|
(0.01
|
)
|
||
Net income (loss) per share
|
$
|
(0.02
|
)
|
$
|
0.68
|
|
|
|
|
||||
Cash dividends per share
|
$
|
0.125
|
|
$
|
0.09
|
|
Basic weighted average common shares outstanding
|
931
|
|
923
|
|
||
Diluted weighted average common shares outstanding
|
931
|
|
926
|
|
||
See notes to condensed consolidated financial statements.
|
|
|
|
Three Months Ended
March 31 |
|||||
Millions of dollars
|
2013
|
2012
|
||||
Net income (loss)
|
$
|
(16
|
)
|
$
|
630
|
|
Other comprehensive income, net of income taxes:
|
|
|
|
|
||
Defined benefit and other postretirement plans adjustments
|
$
|
4
|
|
$
|
8
|
|
Other
|
2
|
|
(1
|
)
|
||
Other comprehensive income, net of income taxes
|
6
|
|
7
|
|
||
Comprehensive income (loss)
|
$
|
(10
|
)
|
$
|
637
|
|
Comprehensive income attributable to noncontrolling interest
|
(3
|
)
|
(3
|
)
|
||
Comprehensive income (loss) attributable to company shareholders
|
$
|
(13
|
)
|
$
|
634
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
March 31,
2013 |
December 31,
2012 |
||||
Millions of dollars and shares except per share data
|
(Unaudited)
|
|
||||
Assets
|
||||||
Current assets:
|
|
|
||||
Cash and equivalents
|
$
|
2,029
|
|
$
|
2,484
|
|
Receivables (less allowance for bad debts of $106 and $92)
|
6,210
|
|
5,787
|
|
||
Inventories
|
3,257
|
|
3,186
|
|
||
Other current assets
|
1,656
|
|
1,629
|
|
||
Total current assets
|
13,152
|
|
13,086
|
|
||
Property, plant, and equipment, net of accumulated depreciation of $8,381 and $8,056
|
10,509
|
|
10,257
|
|
||
Goodwill
|
2,119
|
|
2,135
|
|
||
Other assets
|
1,904
|
|
1,932
|
|
||
Total assets
|
$
|
27,684
|
|
$
|
27,410
|
|
Liabilities and Shareholders’ Equity
|
||||||
Current liabilities:
|
|
|
|
|
||
Accounts payable
|
$
|
2,197
|
|
$
|
2,041
|
|
Accrued employee compensation and benefits
|
771
|
|
930
|
|
||
Other current liabilities
|
1,698
|
|
1,781
|
|
||
Total current liabilities
|
4,666
|
|
4,752
|
|
||
Long-term debt
|
4,820
|
|
4,820
|
|
||
Loss contingency for Macondo well incident
|
1,022
|
|
300
|
|
||
Employee compensation and benefits
|
566
|
|
607
|
|
||
Other liabilities
|
873
|
|
1,141
|
|
||
Total liabilities
|
11,947
|
|
11,620
|
|
||
Shareholders’ equity:
|
|
|
|
|
||
Common shares, par value $2.50 per share - authorized 2,000 shares,
issued 1,073 shares
|
2,681
|
|
2,682
|
|
||
Paid-in capital in excess of par value
|
485
|
|
486
|
|
||
Accumulated other comprehensive loss
|
(303
|
)
|
(309
|
)
|
||
Retained earnings
|
17,048
|
|
17,182
|
|
||
Treasury stock, at cost - 142 and 144 shares
|
(4,201
|
)
|
(4,276
|
)
|
||
Company shareholders’ equity
|
15,710
|
|
15,765
|
|
||
Noncontrolling interest in consolidated subsidiaries
|
27
|
|
25
|
|
||
Total shareholders’ equity
|
15,737
|
|
15,790
|
|
||
Total liabilities and shareholders’ equity
|
$
|
27,684
|
|
$
|
27,410
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
Three Months Ended
March 31 |
|||||
Millions of dollars
|
2013
|
2012
|
||||
Cash flows from operating activities:
|
|
|
||||
Net income (loss)
|
$
|
(16
|
)
|
$
|
630
|
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
||
Loss contingency for Macondo well incident
|
1,000
|
|
300
|
|
||
Depreciation, depletion, and amortization
|
448
|
|
385
|
|
||
Other changes:
|
|
|
|
|
||
Receivables
|
(406
|
)
|
(233
|
)
|
||
Payment of Barracuda-Caratinga obligation
|
(219
|
)
|
—
|
|
||
Accounts payable
|
158
|
|
104
|
|
||
Inventories
|
(70
|
)
|
(346
|
)
|
||
Other
|
(546
|
)
|
(106
|
)
|
||
Total cash flows from operating activities
|
349
|
|
734
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||
Capital expenditures
|
(685
|
)
|
(782
|
)
|
||
Purchases of investment securities
|
(28
|
)
|
(100
|
)
|
||
Sales of investment securities
|
9
|
|
150
|
|
||
Other investing activities
|
53
|
|
5
|
|
||
Total cash flows from investing activities
|
(651
|
)
|
(727
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||
Dividends to shareholders
|
(116
|
)
|
(83
|
)
|
||
Other financing activities
|
(29
|
)
|
34
|
|
||
Total cash flows from financing activities
|
(145
|
)
|
(49
|
)
|
||
Effect of exchange rate changes on cash
|
(8
|
)
|
(1
|
)
|
||
Decrease in cash and equivalents
|
(455
|
)
|
(43
|
)
|
||
Cash and equivalents at beginning of period
|
2,484
|
|
2,698
|
|
||
Cash and equivalents at end of period
|
$
|
2,029
|
|
$
|
2,655
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||
Cash payments during the period for:
|
|
|
|
|
||
Interest
|
$
|
123
|
|
$
|
122
|
|
Income taxes
|
$
|
137
|
|
$
|
165
|
|
See notes to condensed consolidated financial statements.
|
|
|
-
|
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.
|
|
Three Months Ended
March 31 |
|||||
Millions of dollars
|
2013
|
2012
|
||||
Revenue:
|
|
|
||||
Completion and Production
|
$
|
4,100
|
|
$
|
4,290
|
|
Drilling and Evaluation
|
2,874
|
|
2,578
|
|
||
Total revenue
|
$
|
6,974
|
|
$
|
6,868
|
|
Operating income (loss):
|
|
|
||||
Completion and Production
|
$
|
615
|
|
$
|
1,036
|
|
Drilling and Evaluation
|
407
|
|
368
|
|
||
Total operations
|
1,022
|
|
1,404
|
|
||
Corporate and other
|
(1,120
|
)
|
(381
|
)
|
||
Total operating income (loss)
|
$
|
(98
|
)
|
$
|
1,023
|
|
Interest expense, net of interest income
|
(71
|
)
|
(74
|
)
|
||
Other, net
|
(14
|
)
|
(7
|
)
|
||
Income (loss) from continuing operations before income taxes
|
$
|
(183
|
)
|
$
|
942
|
|
Millions of dollars
|
March 31,
2013 |
December 31,
2012 |
||||
Finished products and parts
|
$
|
2,301
|
|
$
|
2,264
|
|
Raw materials and supplies
|
828
|
|
793
|
|
||
Work in process
|
128
|
|
129
|
|
||
Total
|
$
|
3,257
|
|
$
|
3,186
|
|
Millions of dollars
|
Total shareholders' equity
|
Company shareholders' equity
|
Noncontrolling interest in consolidated subsidiaries
|
||||||
Balance at December 31, 2012
|
$
|
15,790
|
|
$
|
15,765
|
|
$
|
25
|
|
Transactions with shareholders
|
73
|
|
74
|
|
(1
|
)
|
|||
Comprehensive income (loss)
|
(10
|
)
|
(13
|
)
|
3
|
|
|||
Payments of dividends to shareholders
|
(116
|
)
|
(116
|
)
|
—
|
|
|||
Balance at March 31, 2013
|
$
|
15,737
|
|
$
|
15,710
|
|
$
|
27
|
|
Millions of dollars
|
Total shareholders' equity
|
Company shareholders' equity
|
Noncontrolling interest in consolidated subsidiaries
|
||||||
Balance at December 31, 2011
|
$
|
13,216
|
|
$
|
13,198
|
|
$
|
18
|
|
Transactions with shareholders
|
94
|
|
95
|
|
(1
|
)
|
|||
Comprehensive income
|
637
|
|
634
|
|
3
|
|
|||
Payments of dividends to shareholders
|
(83
|
)
|
(83
|
)
|
—
|
|
|||
Balance at March 31, 2012
|
$
|
13,864
|
|
$
|
13,844
|
|
$
|
20
|
|
Millions of dollars
|
March 31,
2013 |
December 31,
2012 |
||||
Defined benefit and other postretirement liability adjustments
|
$
|
(237
|
)
|
$
|
(241
|
)
|
Cumulative translation adjustments
|
(68
|
)
|
(69
|
)
|
||
Other
|
2
|
|
1
|
|
||
Total accumulated other comprehensive loss
|
$
|
(303
|
)
|
$
|
(309
|
)
|
-
|
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 OPA.
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||
Millions of dollars
|
Level 1
|
Level 2
|
Total
|
|
Level 1
|
Level 2
|
Total
|
||||||||||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasuries (a)
|
$
|
150
|
|
$
|
—
|
|
$
|
150
|
|
|
$
|
150
|
|
$
|
—
|
|
$
|
150
|
|
Other (b)
|
—
|
|
268
|
|
268
|
|
|
—
|
|
248
|
|
248
|
|
||||||
Total
|
$
|
150
|
|
$
|
268
|
|
$
|
418
|
|
|
$
|
150
|
|
$
|
248
|
|
$
|
398
|
|
(a)
|
These securities are classified as "Other current assets" in our condensed consolidated balance sheets.
|
(b)
|
Of these securities,
$144 million
are classified as “Other current assets” and
$124 million
are classified as “Other assets” on our condensed consolidated balance sheets as of
March 31, 2013
, compared to
$120 million
classified as “Other current assets” and
$128 million
classified as “Other assets” as of
December 31, 2012
. These securities consist primarily of municipal bonds, corporate bonds, and other debt instruments.
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||
Millions of dollars
|
Level 1
|
Level 2
|
Total fair value
|
Carrying value
|
|
Level 1
|
Level 2
|
Total fair value
|
Carrying value
|
||||||||||||||||
Long-term debt
|
$
|
2,295
|
|
$
|
3,982
|
|
$
|
6,277
|
|
$
|
4,820
|
|
|
$
|
1,112
|
|
$
|
5,272
|
|
$
|
6,384
|
|
$
|
4,820
|
|
-
|
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, Multi-Chem, and Artificial Lift.
|
-
|
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 and Perforating, Testing and Subsea, Baroid, Sperry Drilling, Landmark Software and Services, and Consulting and Project Management.
|
|
Three Months Ended
March 31 |
Year Ended December 31
|
|||||||
Average Oil Prices
(dollars per barrel)
|
2013
|
2012
|
2012
|
||||||
West Texas Intermediate
|
$
|
94.34
|
|
$
|
102.88
|
|
$
|
94.15
|
|
United Kingdom Brent
|
112.49
|
|
118.49
|
|
111.60
|
|
|||
|
|
|
|
||||||
Average United States Natural Gas Prices
(dollars per thousand cubic feet, or Mcf)
|
|
|
|
|
|
|
|||
Henry Hub
|
$
|
3.49
|
|
$
|
2.62
|
|
$
|
2.81
|
|
|
Three Months Ended
March 31 |
Year Ended December 31
|
||||
Land vs. Offshore
|
2013
|
2012
|
2012
|
|||
United States:
|
|
|
|
|||
Land
|
1,706
|
|
1,948
|
|
1,872
|
|
Offshore (incl. Gulf of Mexico)
|
52
|
|
42
|
|
47
|
|
Total
|
1,758
|
|
1,990
|
|
1,919
|
|
Canada:
|
|
|
|
|
|
|
Land
|
535
|
|
591
|
|
363
|
|
Offshore
|
1
|
|
—
|
|
1
|
|
Total
|
536
|
|
591
|
|
364
|
|
International (excluding Canada):
|
|
|
|
|
|
|
Land
|
959
|
|
879
|
|
931
|
|
Offshore
|
315
|
|
310
|
|
303
|
|
Total
|
1,274
|
|
1,189
|
|
1,234
|
|
Worldwide total
|
3,568
|
|
3,770
|
|
3,517
|
|
Land total
|
3,200
|
|
3,418
|
|
3,166
|
|
Offshore total
|
368
|
|
352
|
|
351
|
|
|
|
|
|
|||
|
Three Months Ended
March 31 |
Year Ended December 31
|
||||
Oil vs. Natural Gas
|
2013
|
2012
|
2012
|
|||
United States (incl. Gulf of Mexico):
|
|
|
|
|
|
|
Oil
|
1,332
|
|
1,262
|
|
1,359
|
|
Natural gas
|
426
|
|
728
|
|
560
|
|
Total
|
1,758
|
|
1,990
|
|
1,919
|
|
Canada:
|
|
|
|
|
|
|
Oil
|
398
|
|
423
|
|
261
|
|
Natural gas
|
138
|
|
168
|
|
103
|
|
Total
|
536
|
|
591
|
|
364
|
|
International (excluding Canada):
|
|
|
|
|
|
|
Oil
|
1,021
|
|
942
|
|
984
|
|
Natural gas
|
253
|
|
247
|
|
250
|
|
Total
|
1,274
|
|
1,189
|
|
1,234
|
|
Worldwide total
|
3,568
|
|
3,770
|
|
3,517
|
|
Oil total
|
2,751
|
|
2,627
|
|
2,604
|
|
Natural gas total
|
817
|
|
1,143
|
|
913
|
|
|
Three Months Ended
March 31 |
Year Ended December 31
|
||||
Drilling Type
|
2013
|
2012
|
2012
|
|||
United States (incl. Gulf of Mexico):
|
|
|
|
|||
Horizontal
|
1,127
|
|
1,172
|
|
1,151
|
|
Vertical
|
441
|
|
601
|
|
552
|
|
Directional
|
190
|
|
217
|
|
216
|
|
Total
|
1,758
|
|
1,990
|
|
1,919
|
|
-
|
focusing on unconventional plays, mature fields, 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;
|
-
|
improving working capital, and managing our balance sheet to maximize our financial flexibility. We are deploying a global project to improve service delivery that we expect to result in, among other things, additional investments in our systems and significant improvements to our current order-to-cash and purchase-to-pay processes;
|
-
|
growing our international revenues and margins through achieving a better geographical balance in our business going forward, as well as improving our North America margins;
|
-
|
continuing to seek ways to be one of the most cost efficient service providers in the industry by maintaining capital discipline and using our scale and breadth of operations; and
|
-
|
expanding our business with national oil companies.
|
REVENUE:
|
Three Months Ended
March 31 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2013
|
2012
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
4,100
|
|
$
|
4,290
|
|
$
|
(190
|
)
|
(4
|
)%
|
Drilling and Evaluation
|
2,874
|
|
2,578
|
|
296
|
|
11
|
|
|||
Total revenue
|
$
|
6,974
|
|
$
|
6,868
|
|
$
|
106
|
|
2
|
%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
Completion and Production:
|
|
|
|
|
|||||||
North America
|
$
|
2,745
|
|
$
|
3,182
|
|
$
|
(437
|
)
|
(14
|
)%
|
Latin America
|
355
|
|
306
|
|
49
|
|
16
|
|
|||
Europe/Africa/CIS
|
532
|
|
456
|
|
76
|
|
17
|
|
|||
Middle East/Asia
|
468
|
|
346
|
|
122
|
|
35
|
|
|||
Total
|
4,100
|
|
4,290
|
|
(190
|
)
|
(4
|
)
|
|||
Drilling and Evaluation:
|
|
|
|
|
|
|
|
|
|||
North America
|
961
|
|
986
|
|
(25
|
)
|
(3
|
)
|
|||
Latin America
|
590
|
|
474
|
|
116
|
|
24
|
|
|||
Europe/Africa/CIS
|
655
|
|
556
|
|
99
|
|
18
|
|
|||
Middle East/Asia
|
668
|
|
562
|
|
106
|
|
19
|
|
|||
Total
|
2,874
|
|
2,578
|
|
296
|
|
11
|
|
|||
Total revenue by region:
|
|
|
|
|
|
|
|
|
|||
North America
|
3,706
|
|
4,168
|
|
(462
|
)
|
(11
|
)
|
|||
Latin America
|
945
|
|
780
|
|
165
|
|
21
|
|
|||
Europe/Africa/CIS
|
1,187
|
|
1,012
|
|
175
|
|
17
|
|
|||
Middle East/Asia
|
1,136
|
|
908
|
|
228
|
|
25
|
|
OPERATING INCOME:
|
Three Months Ended
March 31 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2013
|
2012
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
615
|
|
$
|
1,036
|
|
$
|
(421
|
)
|
(41
|
)%
|
Drilling and Evaluation
|
407
|
|
368
|
|
39
|
|
11
|
|
|||
Corporate and other
|
(1,120
|
)
|
(381
|
)
|
(739
|
)
|
194
|
|
|||
Total operating income (loss)
|
$
|
(98
|
)
|
$
|
1,023
|
|
$
|
(1,121
|
)
|
(110
|
)%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
Completion and Production:
|
|
|
|
|
|
|
|
|
|||
North America
|
$
|
432
|
|
$
|
871
|
|
$
|
(439
|
)
|
(50
|
)%
|
Latin America
|
28
|
|
55
|
|
(27
|
)
|
(49
|
)
|
|||
Europe/Africa/CIS
|
64
|
|
57
|
|
7
|
|
12
|
|
|||
Middle East/Asia
|
91
|
|
53
|
|
38
|
|
72
|
|
|||
Total
|
615
|
|
1,036
|
|
(421
|
)
|
(41
|
)
|
|||
Drilling and Evaluation:
|
|
|
|
|
|
|
|
|
|||
North America
|
173
|
|
190
|
|
(17
|
)
|
(9
|
)
|
|||
Latin America
|
81
|
|
67
|
|
14
|
|
21
|
|
|||
Europe/Africa/CIS
|
57
|
|
40
|
|
17
|
|
43
|
|
|||
Middle East/Asia
|
96
|
|
71
|
|
25
|
|
35
|
|
|||
Total
|
407
|
|
368
|
|
39
|
|
11
|
|
|||
Total operating income by region
|
|
|
|
|
|
|
|
|
|||
(excluding Corporate and other):
|
|
|
|
|
|||||||
North America
|
605
|
|
1,061
|
|
(456
|
)
|
(43
|
)
|
|||
Latin America
|
109
|
|
122
|
|
(13
|
)
|
(11
|
)
|
|||
Europe/Africa/CIS
|
121
|
|
97
|
|
24
|
|
25
|
|
|||
Middle East/Asia
|
187
|
|
124
|
|
63
|
|
51
|
|
-
|
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 OPA.
|
Period
|
Total Number
of Shares Purchased (a) |
Average
Price Paid per Share |
Total Number
of Shares Purchased as Part of Publicly Announced Plans or Programs (b) |
Maximum
Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (b) |
|
January 1 - 31
|
138,180
|
|
$35.96
|
—
|
$1,731,208,803
|
February 1 - 28
|
1,250,415
|
|
$40.71
|
1,233,600
|
$1,680,999,794
|
March 1 - 31
|
19,230
|
|
$40.91
|
—
|
$1,680,999,794
|
Total
|
1,407,825
|
|
$40.25
|
1,233,600
|
|
(a)
|
Of the
1,407,825
shares purchased during the
first quarter
of
2013
, 174,225 shares 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 program to repurchase up to
$5.0 billion
of our common stock from time to time. During the
first
quarter of
2013
, we repurchased 1,233,600 shares of our common stock pursuant to that program for a total cost of approximately
$50 million
and at an average price of
$40.70
per share. Since the inception of the program in February 2006, we have purchased approximately
97 million
shares at a total cost of
$3.3 billion
. We have remaining authorization to repurchase up to approximately
$1.7 billion
of our common stock.
|
*
|
10.1
|
Executive Agreement (Myrtle L. Jones).
|
*
|
10.2
|
Form of Indemnification Agreement for Officers (first elected after January 1, 2013).
|
|
10.3
|
Form of Indemnification Agreement for Directors (first elected after January 1, 2013) (incorporated by
|
|
|
reference to Exhibit 10.1 of Halliburton's Form 8-K filed March 22, 2013, File No. 1-3492).
|
*
|
10.4
|
First Amendment dated April 23, 2013 of the Five Year Revolving Credit Agreement among
|
|
|
Halliburton, as Borrower, the Banks party thereto, and Citibank, N.A., as Agent effective February
|
|
|
22, 2011.
|
*
|
12.1
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges.
|
*
|
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-Q
|
|
**
|
Furnished with this Form 10-Q
|
/s/ Mark A. McCollum
|
/s/ Evelyn M. Angelle
|
Mark A. McCollum
|
Evelyn M. Angelle
|
Executive Vice President and
|
Senior Vice President and
|
Chief Financial Officer
|
Chief Accounting Officer
|
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 her 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.
|
(vi)
|
Termination for Substantial Participation in a Significant Violation or Failure to Supervise
. Termination of Employee's employment by Employer following a determination, in accordance with the terms and procedures set out in Company Policy 3-90050, that (a) in connection with the performance of Employee's duties as an officer, Employee Substantially Participated in a Significant Violation or both (A) had direct supervisory responsibility over an employee who Substantially Participated in such a violation and (B) Recklessly disregarded Employee's own supervisory responsibilities, and (b) Employee's conduct warrants termination.
|
(i)
|
A single lump sum cash payment equal to one (1) 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 shares of unvested restricted stock on the date of termination of employment, has at least five (5) years of service, but less than seven (7) years of service, and the closing price of Halliburton Company common stock on that date is $40 per share, the value for purposes of calculating the amount of the payment in this (ii) would be equal to [(50,000 shares X 0.50) X $40 per share] or [25,000 shares X $40 per share] or $1,000,000.)
All remaining shares will be forfeited
.
|
Consecutive Years of Service
|
Vested Percentage
|
Less than two years
|
—%
|
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 her 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:
|
(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.
|
BORROWER:
|
HALLIBURTON COMPANY
|
|
Three Months Ended March 31, 2013
|
Year Ended December 31
|
||||||||||||||||
|
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(183
|
)
|
$
|
3,822
|
|
$
|
4,449
|
|
$
|
2,655
|
|
$
|
1,682
|
|
$
|
3,849
|
|
Add:
|
|
|
|
|
|
|
||||||||||||
Distributed earnings from equity in unconsolidated affiliates
|
7
|
|
4
|
|
13
|
|
13
|
|
17
|
|
30
|
|
||||||
Fixed charges
|
109
|
|
445
|
|
384
|
|
402
|
|
361
|
|
232
|
|
||||||
Subtotal
|
(67
|
)
|
4,271
|
|
4,846
|
|
3,070
|
|
2,060
|
|
4,111
|
|
||||||
Less:
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated affiliates
|
1
|
|
14
|
|
20
|
|
20
|
|
16
|
|
50
|
|
||||||
Total earnings (loss) available for fixed charges
|
$
|
(68
|
)
|
$
|
4,257
|
|
$
|
4,826
|
|
$
|
3,050
|
|
$
|
2,044
|
|
$
|
4,061
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
74
|
|
$
|
305
|
|
$
|
268
|
|
$
|
308
|
|
$
|
297
|
|
$
|
167
|
|
Rental expense representative of interest
|
35
|
|
140
|
|
116
|
|
94
|
|
64
|
|
65
|
|
||||||
Total fixed charges
|
$
|
109
|
|
$
|
445
|
|
$
|
384
|
|
$
|
402
|
|
$
|
361
|
|
$
|
232
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
(a)
|
|
9.6
|
|
12.6
|
|
7.6
|
|
5.7
|
|
17.5
|
|
(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
|
|||||||||||||||||
Three Months Ended March 31, 2013:
|
|||||||||||||||||
(Unaudited)
|
|||||||||||||||||
(Whole dollars)
|
|||||||||||||||||
|
|||||||||||||||||
Operation/ MSHA Identification Number
(1)
|
Section 104 Citations
|
Section 104(b) Orders
|
104(d)Citations and Orders
|
Section 110(b)(2) Violations
|
Section 107(a) Orders
|
Proposed MSHA Assessments
(2)
|
Fatalities
|
Pending Legal Actions
|
|||||||||
BPM Colony Mill/4800070
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
BPM Colony Mine/4800889
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
BPM Lovell Mill/4801405
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,529
|
|
—
|
|
—
|
|
|
BPM Lovell Mine/4801016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Corpus Christi Grinding Plant/4104010
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Dunphy Mill/2600412
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Lake Charles Plant/1601032
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Larose Grinding Plant/1601504
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Rossi Jig Plant/2602239
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
2,529
|
|
—
|
|
—
|
|
(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 April 1, 2013 regardless of whether the assessment has been challenged or appealed, for citations and orders occurring during the three months ended March 31, 2013.
|