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
September 30 |
Nine Months Ended
September 30 |
||||||||||
Millions of dollars and shares except per share data
|
2016
|
2015
|
2016
|
2015
|
||||||||
Revenue:
|
|
|
|
|
||||||||
Services
|
$
|
2,695
|
|
$
|
3,999
|
|
$
|
8,320
|
|
$
|
13,460
|
|
Product sales
|
1,138
|
|
1,583
|
|
3,546
|
|
5,091
|
|
||||
Total revenue
|
3,833
|
|
5,582
|
|
11,866
|
|
18,551
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||
Cost of services
|
2,743
|
|
3,818
|
|
8,476
|
|
12,612
|
|
||||
Cost of sales
|
919
|
|
1,221
|
|
2,843
|
|
3,945
|
|
||||
Baker Hughes related costs and termination fee
|
—
|
|
82
|
|
4,057
|
|
203
|
|
||||
Impairments and other charges
|
—
|
|
381
|
|
3,189
|
|
1,895
|
|
||||
General and administrative
|
43
|
|
37
|
|
132
|
|
147
|
|
||||
Total operating costs and expenses
|
3,705
|
|
5,539
|
|
18,697
|
|
18,802
|
|
||||
Operating income (loss)
|
128
|
|
43
|
|
(6,831
|
)
|
(251
|
)
|
||||
Interest expense, net of interest income of $18, $3, $38 and $10
|
(141
|
)
|
(99
|
)
|
(502
|
)
|
(311
|
)
|
||||
Other, net
|
(39
|
)
|
(34
|
)
|
(117
|
)
|
(281
|
)
|
||||
Loss from continuing operations before income taxes
|
(52
|
)
|
(90
|
)
|
(7,450
|
)
|
(843
|
)
|
||||
Income tax benefit
|
59
|
|
37
|
|
1,836
|
|
207
|
|
||||
Income (loss) from continuing operations
|
7
|
|
(53
|
)
|
(5,614
|
)
|
(636
|
)
|
||||
Loss from discontinued operations, net
|
—
|
|
—
|
|
(2
|
)
|
(5
|
)
|
||||
Net income (loss)
|
$
|
7
|
|
$
|
(53
|
)
|
$
|
(5,616
|
)
|
$
|
(641
|
)
|
Net (income) loss attributable to noncontrolling interest
|
(1
|
)
|
(1
|
)
|
2
|
|
(2
|
)
|
||||
Net income (loss) attributable to company
|
$
|
6
|
|
$
|
(54
|
)
|
$
|
(5,614
|
)
|
$
|
(643
|
)
|
Amounts attributable to company shareholders:
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
6
|
|
$
|
(54
|
)
|
$
|
(5,612
|
)
|
$
|
(638
|
)
|
Loss from discontinued operations, net
|
—
|
|
—
|
|
(2
|
)
|
(5
|
)
|
||||
Net income (loss) attributable to company
|
$
|
6
|
|
$
|
(54
|
)
|
$
|
(5,614
|
)
|
$
|
(643
|
)
|
Basic income (loss) per share attributable to company shareholders:
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.01
|
|
$
|
(0.06
|
)
|
$
|
(6.53
|
)
|
$
|
(0.75
|
)
|
Loss from discontinued operations, net
|
—
|
|
—
|
|
—
|
|
(0.01
|
)
|
||||
Net income (loss) per share
|
$
|
0.01
|
|
$
|
(0.06
|
)
|
$
|
(6.53
|
)
|
$
|
(0.76
|
)
|
Diluted income (loss) per share attributable to company shareholders:
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.01
|
|
$
|
(0.06
|
)
|
$
|
(6.53
|
)
|
$
|
(0.75
|
)
|
Loss from discontinued operations, net
|
—
|
|
—
|
|
—
|
|
(0.01
|
)
|
||||
Net income (loss) per share
|
$
|
0.01
|
|
$
|
(0.06
|
)
|
$
|
(6.53
|
)
|
$
|
(0.76
|
)
|
|
|
|
|
|
||||||||
Cash dividends per share
|
$
|
0.18
|
|
$
|
0.18
|
|
$
|
0.54
|
|
$
|
0.54
|
|
Basic weighted average common shares outstanding
|
862
|
|
855
|
|
860
|
|
852
|
|
||||
Diluted weighted average common shares outstanding
|
864
|
|
855
|
|
860
|
|
852
|
|
||||
See notes to condensed consolidated financial statements.
|
|
|
|
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||||||
Millions of dollars
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net income (loss)
|
$
|
7
|
|
$
|
(53
|
)
|
$
|
(5,616
|
)
|
$
|
(641
|
)
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
|
||||
Unrealized loss on cash flow hedges
|
$
|
—
|
|
$
|
(166
|
)
|
$
|
—
|
|
$
|
(62
|
)
|
Other
|
1
|
|
13
|
|
3
|
|
10
|
|
||||
Other comprehensive income (loss), net of income taxes
|
1
|
|
(153
|
)
|
3
|
|
(52
|
)
|
||||
Comprehensive income (loss)
|
$
|
8
|
|
$
|
(206
|
)
|
$
|
(5,613
|
)
|
$
|
(693
|
)
|
Comprehensive (income) loss attributable to noncontrolling interest
|
(1
|
)
|
(1
|
)
|
2
|
|
(2
|
)
|
||||
Comprehensive income (loss) attributable to company shareholders
|
$
|
7
|
|
$
|
(207
|
)
|
$
|
(5,611
|
)
|
$
|
(695
|
)
|
See notes to condensed consolidated financial statements.
|
|
|
|
|
Millions of dollars and shares except per share data
|
September 30,
2016 |
December 31,
2015 |
||||
Assets
|
||||||
Current assets:
|
|
|
||||
Cash and equivalents
|
$
|
3,289
|
|
$
|
10,077
|
|
Receivables (net of allowances for bad debts of $197 and $145)
|
4,360
|
|
5,317
|
|
||
Inventories
|
2,475
|
|
2,993
|
|
||
Prepaid income taxes
|
703
|
|
527
|
|
||
Other current assets
|
933
|
|
1,156
|
|
||
Total current assets
|
11,760
|
|
20,070
|
|
||
Property, plant and equipment (net of accumulated depreciation of $10,944 and $11,576)
|
8,741
|
|
12,117
|
|
||
Goodwill
|
2,383
|
|
2,385
|
|
||
Deferred income taxes
|
1,944
|
|
552
|
|
||
Other assets
|
1,927
|
|
1,818
|
|
||
Total assets
|
$
|
26,755
|
|
$
|
36,942
|
|
Liabilities and Shareholders’ Equity
|
||||||
Current liabilities:
|
|
|
|
|
||
Accounts payable
|
$
|
1,543
|
|
$
|
2,019
|
|
Accrued employee compensation and benefits
|
535
|
|
862
|
|
||
Liabilities for Macondo well incident
|
369
|
|
400
|
|
||
Current maturities of long-term debt
|
152
|
|
659
|
|
||
Other current liabilities
|
1,032
|
|
1,397
|
|
||
Total current liabilities
|
3,631
|
|
5,337
|
|
||
Long-term debt
|
12,163
|
|
14,687
|
|
||
Employee compensation and benefits
|
449
|
|
479
|
|
||
Other liabilities
|
786
|
|
944
|
|
||
Total liabilities
|
17,029
|
|
21,447
|
|
||
Shareholders’ equity:
|
|
|
|
|
||
Common shares, par value $2.50 per share (authorized 2,000 shares,
issued 1,070 and 1,071 shares)
|
2,675
|
|
2,677
|
|
||
Paid-in capital in excess of par value
|
184
|
|
274
|
|
||
Accumulated other comprehensive loss
|
(360
|
)
|
(363
|
)
|
||
Retained earnings
|
14,445
|
|
20,524
|
|
||
Treasury stock, at cost (206 and 215 shares)
|
(7,262
|
)
|
(7,650
|
)
|
||
Company shareholders’ equity
|
9,682
|
|
15,462
|
|
||
Noncontrolling interest in consolidated subsidiaries
|
44
|
|
33
|
|
||
Total shareholders’ equity
|
9,726
|
|
15,495
|
|
||
Total liabilities and shareholders’ equity
|
$
|
26,755
|
|
$
|
36,942
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
||||||
|
Nine Months Ended
September 30 |
|||||
Millions of dollars
|
2016
|
2015
|
||||
Cash flows from operating activities:
|
|
|
||||
Net loss
|
$
|
(5,616
|
)
|
$
|
(641
|
)
|
Adjustments to reconcile net loss to cash flows from operating activities:
|
|
|
|
|
||
Impairments and other charges
|
3,189
|
|
1,895
|
|
||
Deferred income tax benefit, continuing operations
|
(1,511
|
)
|
(411
|
)
|
||
Depreciation, depletion and amortization
|
1,117
|
|
1,433
|
|
||
U.S. tax refund
|
430
|
|
—
|
|
||
Payment related to the Macondo well incident
|
(33
|
)
|
(333
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||
Receivables
|
682
|
|
1,396
|
|
||
Accounts payable
|
(461
|
)
|
(469
|
)
|
||
Inventories
|
388
|
|
(23
|
)
|
||
Other
|
(947
|
)
|
(826
|
)
|
||
Total cash flows provided by (used in) operating activities
|
(2,762
|
)
|
2,021
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||
Capital expenditures
|
(625
|
)
|
(1,748
|
)
|
||
Proceeds from sales of property, plant and equipment
|
176
|
|
133
|
|
||
Other investing activities
|
(73
|
)
|
(109
|
)
|
||
Total cash flows used in investing activities
|
(522
|
)
|
(1,724
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||
Payments on long-term borrowings
|
(3,149
|
)
|
(8
|
)
|
||
Dividends to shareholders
|
(465
|
)
|
(460
|
)
|
||
Other financing activities
|
163
|
|
146
|
|
||
Total cash flows used in financing activities
|
(3,451
|
)
|
(322
|
)
|
||
Effect of exchange rate changes on cash
|
(53
|
)
|
(17
|
)
|
||
Decrease in cash and equivalents
|
(6,788
|
)
|
(42
|
)
|
||
Cash and equivalents at beginning of period
|
10,077
|
|
2,291
|
|
||
Cash and equivalents at end of period
|
$
|
3,289
|
|
$
|
2,249
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||
Cash payments (receipts) during the period for:
|
|
|
|
|
||
Interest
|
$
|
516
|
|
$
|
355
|
|
Income taxes
|
$
|
(25
|
)
|
$
|
454
|
|
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.
|
|
Nine Months Ended
|
Three Months Ended
|
|||||||
Millions of dollars
|
September 30, 2016
|
September 30, 2015
|
September 30, 2015
|
||||||
Industry downturn:
|
|
|
|
||||||
Fixed asset impairments
|
$
|
2,537
|
|
$
|
648
|
|
$
|
154
|
|
Severance costs
|
261
|
|
308
|
|
96
|
|
|||
Inventory write-downs
|
130
|
|
410
|
|
64
|
|
|||
Intangible asset impairments
|
87
|
|
209
|
|
37
|
|
|||
Other
|
40
|
|
173
|
|
21
|
|
|||
Other matters:
|
|
|
|
||||||
Venezuela promissory note loss
|
148
|
|
—
|
|
—
|
|
|||
Country closures
|
2
|
|
81
|
|
4
|
|
|||
Other
|
(16
|
)
|
66
|
|
5
|
|
|||
Total impairments and other charges
|
$
|
3,189
|
|
$
|
1,895
|
|
$
|
381
|
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||||||
Millions of dollars
|
2016
|
2015
|
2016
|
2015
|
||||||||
Revenue:
|
|
|
|
|
||||||||
Completion and Production
|
$
|
2,176
|
|
$
|
3,200
|
|
$
|
6,614
|
|
$
|
10,890
|
|
Drilling and Evaluation
|
1,657
|
|
2,382
|
|
5,252
|
|
7,661
|
|
||||
Total revenue
|
$
|
3,833
|
|
$
|
5,582
|
|
$
|
11,866
|
|
$
|
18,551
|
|
Operating income (loss):
|
|
|
|
|
||||||||
Completion and Production
|
$
|
24
|
|
$
|
163
|
|
$
|
22
|
|
$
|
938
|
|
Drilling and Evaluation
|
151
|
|
401
|
|
546
|
|
1,107
|
|
||||
Total operations
|
175
|
|
564
|
|
568
|
|
2,045
|
|
||||
Corporate and other (a)
|
(47
|
)
|
(140
|
)
|
(4,210
|
)
|
(401
|
)
|
||||
Impairments and other charges (b)
|
—
|
|
(381
|
)
|
(3,189
|
)
|
(1,895
|
)
|
||||
Total operating income (loss)
|
$
|
128
|
|
$
|
43
|
|
$
|
(6,831
|
)
|
$
|
(251
|
)
|
Interest expense, net of interest income
|
(141
|
)
|
(99
|
)
|
(502
|
)
|
(311
|
)
|
||||
Other, net
|
(39
|
)
|
(34
|
)
|
(117
|
)
|
(281
|
)
|
||||
Loss from continuing operations before income taxes
|
$
|
(52
|
)
|
$
|
(90
|
)
|
$
|
(7,450
|
)
|
$
|
(843
|
)
|
Millions of dollars
|
September 30,
2016 |
December 31,
2015 |
||||
Finished products and parts
|
$
|
1,528
|
|
$
|
1,992
|
|
Raw materials and supplies
|
836
|
|
879
|
|
||
Work in process
|
111
|
|
122
|
|
||
Total
|
$
|
2,475
|
|
$
|
2,993
|
|
Millions of dollars
|
Total shareholders' equity
|
Company shareholders' equity
|
Noncontrolling interest in consolidated subsidiaries
|
||||||
Balance at December 31, 2015
|
$
|
15,495
|
|
$
|
15,462
|
|
$
|
33
|
|
Payments of dividends to shareholders
|
(465
|
)
|
(465
|
)
|
—
|
|
|||
Stock plans
|
348
|
|
348
|
|
—
|
|
|||
Other
|
(39
|
)
|
(52
|
)
|
13
|
|
|||
Comprehensive loss
|
(5,613
|
)
|
(5,611
|
)
|
(2
|
)
|
|||
Balance at September 30, 2016
|
$
|
9,726
|
|
$
|
9,682
|
|
$
|
44
|
|
Millions of dollars
|
Total shareholders' equity
|
Company shareholders' equity
|
Noncontrolling interest in consolidated subsidiaries
|
||||||
Balance at December 31, 2014
|
$
|
16,298
|
|
$
|
16,267
|
|
$
|
31
|
|
Payments of dividends to shareholders
|
(460
|
)
|
(460
|
)
|
—
|
|
|||
Stock plans
|
380
|
|
380
|
|
—
|
|
|||
Other
|
(45
|
)
|
(44
|
)
|
(1
|
)
|
|||
Comprehensive income (loss)
|
(693
|
)
|
(695
|
)
|
2
|
|
|||
Balance at September 30, 2015
|
$
|
15,480
|
|
$
|
15,448
|
|
$
|
32
|
|
Millions of dollars
|
September 30,
2016 |
December 31,
2015 |
||||
Defined benefit and other postretirement liability adjustments
|
$
|
(220
|
)
|
$
|
(221
|
)
|
Cumulative translation adjustments
|
(79
|
)
|
(78
|
)
|
||
Other
|
(61
|
)
|
(64
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(360
|
)
|
$
|
(363
|
)
|
-
|
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.
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||
Millions of shares
|
2016
|
2015
|
2016
|
2015
|
||||
Basic weighted average common shares outstanding
|
862
|
|
855
|
|
860
|
|
852
|
|
Dilutive effect of awards granted under our stock incentive plans
|
2
|
|
—
|
|
—
|
|
—
|
|
Diluted weighted average common shares outstanding
|
864
|
|
855
|
|
860
|
|
852
|
|
|
|
|
|
|
||||
Antidilutive shares:
|
|
|
|
|
||||
Options with exercise price greater than the average market price
|
12
|
|
13
|
|
13
|
|
10
|
|
Options which are antidilutive due to net loss position
|
—
|
|
2
|
|
1
|
|
2
|
|
Total antidilutive shares
|
12
|
|
15
|
|
14
|
|
12
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||
Millions of dollars
|
Level 1
|
Level 2
|
Total fair value
|
Carrying value
|
|
Level 1
|
Level 2
|
Total fair value
|
Carrying value
|
||||||||||||||||
Long-term debt
|
$
|
783
|
|
$
|
12,943
|
|
$
|
13,726
|
|
$
|
12,315
|
|
|
$
|
1,009
|
|
$
|
14,947
|
|
$
|
15,956
|
|
$
|
15,346
|
|
-
|
our Completion and Production segment delivers cementing, stimulation, intervention, pressure control, specialty chemicals, artificial lift, and completion products and services. The segment consists of Production Enhancement, Cementing, Completion Tools, Production Solutions, Pipeline and Process Services, 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, drill, and optimize their well construction activities. The segment consists of Baroid, Sperry Drilling, Wireline and Perforating, Drill Bits and Services, Landmark Software and Services, Testing and Subsea, and Consulting and Project Management.
|
-
|
leveraging our broad technology offerings to provide value to our customers and enabling them to more efficiently drill and complete their wells;
|
-
|
exploring additional 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 significant operations;
|
-
|
investing in technology that will help our customers reduce reservoir uncertainty and increase operational efficiency;
|
-
|
improving working capital, and managing our balance sheet to maximize our financial flexibility;
|
-
|
continuing to seek ways to be one of the most cost efficient service providers in the industry by maintaining capital discipline and leveraging our scale and breadth of operations; and
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||
Land vs. Offshore
|
2016
|
2015
|
2016
|
2015
|
||||
United States:
|
|
|
|
|
||||
Land
|
461
|
|
833
|
|
459
|
|
1,021
|
|
Offshore (incl. Gulf of Mexico)
|
18
|
|
33
|
|
23
|
|
38
|
|
Total
|
479
|
|
866
|
|
482
|
|
1,059
|
|
Canada:
|
|
|
|
|
|
|
|
|
Land
|
119
|
|
187
|
|
110
|
|
197
|
|
Offshore
|
2
|
|
3
|
|
2
|
|
3
|
|
Total
|
121
|
|
190
|
|
112
|
|
200
|
|
International (excluding Canada):
|
|
|
|
|
|
|
|
|
Land
|
711
|
|
865
|
|
740
|
|
896
|
|
Offshore
|
225
|
|
267
|
|
225
|
|
291
|
|
Total
|
936
|
|
1,132
|
|
965
|
|
1,187
|
|
Worldwide total
|
1,536
|
|
2,188
|
|
1,559
|
|
2,446
|
|
Land total
|
1,291
|
|
1,885
|
|
1,309
|
|
2,114
|
|
Offshore total
|
245
|
|
303
|
|
250
|
|
332
|
|
|
|
|
|
|
||||
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||
Oil vs. Natural Gas
|
2016
|
2015
|
2016
|
2015
|
||||
United States (incl. Gulf of Mexico):
|
|
|
|
|
|
|
|
|
Oil
|
391
|
|
658
|
|
388
|
|
817
|
|
Natural gas
|
88
|
|
208
|
|
94
|
|
242
|
|
Total
|
479
|
|
866
|
|
482
|
|
1,059
|
|
Canada:
|
|
|
|
|
|
|
|
|
Oil
|
64
|
|
88
|
|
54
|
|
90
|
|
Natural gas
|
57
|
|
102
|
|
58
|
|
110
|
|
Total
|
121
|
|
190
|
|
112
|
|
200
|
|
International (excluding Canada):
|
|
|
|
|
|
|
|
|
Oil
|
709
|
|
885
|
|
733
|
|
935
|
|
Natural gas
|
227
|
|
247
|
|
232
|
|
252
|
|
Total
|
936
|
|
1,132
|
|
965
|
|
1,187
|
|
Worldwide total
|
1,536
|
|
2,188
|
|
1,559
|
|
2,446
|
|
Oil total
|
1,164
|
|
1,631
|
|
1,175
|
|
1,842
|
|
Natural gas total
|
372
|
|
557
|
|
384
|
|
604
|
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||
Drilling Type
|
2016
|
2015
|
2016
|
2015
|
||||
United States (incl. Gulf of Mexico):
|
|
|
|
|
||||
Horizontal
|
373
|
|
659
|
|
376
|
|
805
|
|
Vertical
|
61
|
|
123
|
|
58
|
|
152
|
|
Directional
|
45
|
|
84
|
|
48
|
|
102
|
|
Total
|
479
|
|
866
|
|
482
|
|
1,059
|
|
REVENUE:
|
Three Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2016
|
2015
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
2,176
|
|
$
|
3,200
|
|
$
|
(1,024
|
)
|
(32
|
)%
|
Drilling and Evaluation
|
1,657
|
|
2,382
|
|
(725
|
)
|
(30
|
)
|
|||
Total revenue
|
$
|
3,833
|
|
$
|
5,582
|
|
$
|
(1,749
|
)
|
(31
|
)%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
1,658
|
|
$
|
2,488
|
|
$
|
(830
|
)
|
(33
|
)%
|
Latin America
|
415
|
|
739
|
|
(324
|
)
|
(44
|
)
|
|||
Europe/Africa/CIS
|
744
|
|
1,021
|
|
(277
|
)
|
(27
|
)
|
|||
Middle East/Asia
|
1,016
|
|
1,334
|
|
(318
|
)
|
(24
|
)
|
|||
Total revenue
|
$
|
3,833
|
|
$
|
5,582
|
|
$
|
(1,749
|
)
|
(31
|
)%
|
OPERATING INCOME:
|
Three Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2016
|
2015
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
24
|
|
$
|
163
|
|
$
|
(139
|
)
|
(85
|
)%
|
Drilling and Evaluation
|
151
|
|
401
|
|
(250
|
)
|
(62
|
)
|
|||
Total
|
175
|
|
564
|
|
(389
|
)
|
(69
|
)
|
|||
Corporate and other
|
(47
|
)
|
(140
|
)
|
93
|
|
66
|
|
|||
Impairments and other charges
|
—
|
|
(381
|
)
|
381
|
|
100
|
|
|||
Total operating income
|
$
|
128
|
|
$
|
43
|
|
$
|
85
|
|
198
|
%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
(66
|
)
|
$
|
8
|
|
$
|
(74
|
)
|
—
|
|
Latin America
|
11
|
|
108
|
|
(97
|
)
|
(90
|
)%
|
|||
Europe/Africa/CIS
|
76
|
|
150
|
|
(74
|
)
|
(49
|
)
|
|||
Middle East/Asia
|
154
|
|
298
|
|
(144
|
)
|
(48
|
)
|
|||
Total
|
$
|
175
|
|
$
|
564
|
|
$
|
(389
|
)
|
(69
|
)%
|
REVENUE:
|
Nine Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2016
|
2015
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
6,614
|
|
$
|
10,890
|
|
$
|
(4,276
|
)
|
(39
|
)%
|
Drilling and Evaluation
|
5,252
|
|
7,661
|
|
(2,409
|
)
|
(31
|
)
|
|||
Total revenue
|
$
|
11,866
|
|
$
|
18,551
|
|
$
|
(6,685
|
)
|
(36
|
)%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
4,968
|
|
$
|
8,701
|
|
$
|
(3,733
|
)
|
(43
|
)%
|
Latin America
|
1,432
|
|
2,455
|
|
(1,023
|
)
|
(42
|
)
|
|||
Europe/Africa/CIS
|
2,317
|
|
3,213
|
|
(896
|
)
|
(28
|
)
|
|||
Middle East/Asia
|
3,149
|
|
4,182
|
|
(1,033
|
)
|
(25
|
)
|
|||
Total revenue
|
$
|
11,866
|
|
$
|
18,551
|
|
$
|
(6,685
|
)
|
(36
|
)%
|
OPERATING INCOME:
|
Nine Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2016
|
2015
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
22
|
|
$
|
938
|
|
$
|
(916
|
)
|
(98
|
)%
|
Drilling and Evaluation
|
546
|
|
1,107
|
|
(561
|
)
|
(51
|
)
|
|||
Total
|
568
|
|
2,045
|
|
(1,477
|
)
|
(72
|
)
|
|||
Corporate and other
|
(4,210
|
)
|
(401
|
)
|
(3,809
|
)
|
—
|
|
|||
Impairments and other charges
|
(3,189
|
)
|
(1,895
|
)
|
(1,294
|
)
|
(68
|
)
|
|||
Total operating loss
|
$
|
(6,831
|
)
|
$
|
(251
|
)
|
$
|
(6,580
|
)
|
—
|
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
(229
|
)
|
$
|
417
|
|
$
|
(646
|
)
|
(155
|
)%
|
Latin America
|
81
|
|
342
|
|
(261
|
)
|
(76
|
)
|
|||
Europe/Africa/CIS
|
197
|
|
400
|
|
(203
|
)
|
(51
|
)
|
|||
Middle East/Asia
|
519
|
|
886
|
|
(367
|
)
|
(41
|
)
|
|||
Total
|
$
|
568
|
|
$
|
2,045
|
|
$
|
(1,477
|
)
|
(72
|
)%
|
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) |
|
July 1 - 31
|
43,606
|
|
$43.95
|
—
|
$5,700,004,373
|
August 1 - 31
|
49,030
|
|
$43.87
|
—
|
$5,700,004,373
|
September 1 - 30
|
81,466
|
|
$41.21
|
—
|
$5,700,004,373
|
Total
|
174,102
|
|
$42.65
|
—
|
|
(a)
|
All of the
174,102
shares purchased during the three-month period ended
September 30, 2016
were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants. These shares were not part of a publicly announced program to purchase common stock.
|
(b)
|
Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately
$5.7 billion
remains authorized for repurchases as of
September 30, 2016
. From the inception of this program in February 2006 through
September 30, 2016
, we repurchased approximately
201 million
shares of our common stock for a total cost of approximately
$8.4 billion
.
|
|
3.1
|
By-laws of Halliburton Company revised effective September 14, 2016 (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed September 16, 2016, File No. 001-03492).
|
|
|
|
*†
|
10.1
|
Amendment No. 2 to Halliburton Company Benefit Restoration Plan, as amended and restated effective January 1, 2008.
|
|
|
|
*†
|
10.2
|
Second Amendment to Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008.
|
|
|
|
*†
|
10.3
|
Form of Nonstatutory Stock Option Agreement.
|
|
|
|
*
|
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.
|
|
†
|
Management contracts or compensatory plans or arrangements
|
/s/ Mark A. McCollum
|
/s/ Charles E. Geer, Jr.
|
Mark A. McCollum
|
Charles E. Geer, Jr.
|
Executive Vice President and
|
Vice President and
|
Chief Financial Officer
|
Corporate Controller
|
Grant Date:
|
<<Grant Date>>
|
Grantee ("Employee"):
|
<<First_Name>> <<Last_Name>>
|
Aggregate Number of Shares Subject to Option:
|
<<Number_of_Stock_Options>>
|
Option Price:
|
$<<Grant_Price>>
|
Expiration:
|
Ten (10) years
|
|
(e)
This Option shall not be exercisable in any event prior to the expiration of six months from the date of grant hereof or after the expiration of ten years from the date of grant hereof (the "Expiration Date") notwithstanding anything hereinabove contained. If the Option Expiration Date is on a date when the stock market is closed, the option is no longer exercisable once the market closes on the previous stock market trading day. The purchase price of Stock for the exercised Option and any applicable taxes shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order delivered to Halliburton's Stock Plan Administrator ) , (b) by delivering to the Company's Stock Plan Administrator shares of Stock having a fair market value equal to the purchase price , or (c) by a combination of cash or Stock. Payment may also be made by providing instructions to the Company's Stock Plan Administrator to exercise an Option and to simultaneously sell a sufficient number of shares of Stock resulting from the exercised Option; the Stock Plan Administrator will deliver directly to the Company that portion of the sales proceeds representing the exercise price and any applicable taxes customarily withheld by the Company. No fraction of a share of Stock shall be issued by the Stock Plan Administrator upon exercise of an Option or accepted by the Administrator in payment of the purchase price thereof; rather, any remaining balance of sale proceeds over the exercise price and taxes withheld shall be paid to Employee, subject to any applicable laws. Unless and until such Stock shall have been issued by the Company's Stock Plan Administrator to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be, or have any of the rights or privileges of, a shareholder of the Company with respect to Stock acquirable upon an exercise of this Option.
|
|
HALLIBURTON COMPANY
|
|
|
|
[Missing Graphic Reference]
|
|
|
|
By
|
|
|
|
David J. Lesar
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
||
|
|
|
|
|
Nine Months Ended September 30, 2016
|
Year Ended December 31
|
||||||||||||||||
|
2015
|
2014
|
2013
|
2012
|
2011
|
|||||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(7,450
|
)
|
$
|
(936
|
)
|
$
|
4,712
|
|
$
|
2,764
|
|
$
|
3,822
|
|
$
|
4,449
|
|
Add:
|
|
|
|
|
|
|
||||||||||||
Distributed earnings from equity in unconsolidated affiliates
|
19
|
|
11
|
|
16
|
|
19
|
|
4
|
|
13
|
|
||||||
Fixed charges
|
669
|
|
634
|
|
554
|
|
511
|
|
445
|
|
384
|
|
||||||
Subtotal
|
(6,762
|
)
|
(291
|
)
|
5,282
|
|
3,294
|
|
4,271
|
|
4,846
|
|
||||||
Less:
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated affiliates
|
21
|
|
28
|
|
15
|
|
9
|
|
14
|
|
20
|
|
||||||
Total earnings (loss) available for fixed charges
|
$
|
(6,783
|
)
|
$
|
(319
|
)
|
$
|
5,267
|
|
$
|
3,285
|
|
$
|
4,257
|
|
$
|
4,826
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
540
|
|
$
|
463
|
|
$
|
396
|
|
$
|
339
|
|
$
|
305
|
|
$
|
268
|
|
Rental expense representative of interest
|
129
|
|
171
|
|
158
|
|
172
|
|
140
|
|
116
|
|
||||||
Total fixed charges
|
$
|
669
|
|
$
|
634
|
|
$
|
554
|
|
$
|
511
|
|
$
|
445
|
|
$
|
384
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
(a)
|
|
(a)
|
|
9.5
|
|
6.4
|
|
9.6
|
|
12.6
|
|
(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 September 30, 2016
|
|||||||||||||||||
(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
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
BPM Colony Mine/4800889
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
BPM Lovell Mill/4801405
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
BPM Lovell Mine/4801016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Corpus Christi Grinding Plant/4104010
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Dunphy Mill/2600412
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Lake Charles Plant/1601032
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Larose Grinding Plant/1601504
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Rossi Jig Plant/2602239
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
(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 October 4, 2016 regardless of whether the assessment has been challenged or appealed, for citations and orders occurring during the quarter ended September 30, 2016.
|