Yes
|
[X]
|
No
|
[ ]
|
Yes
|
[X]
|
No
|
[ ]
|
|
Large accelerated filer
|
[X]
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
|
|
|
Smaller reporting company
|
[ ]
|
Emerging growth company
|
[ ]
|
Yes
|
[ ]
|
No
|
[ ]
|
Yes
|
[ ]
|
No
|
[X]
|
|
|
Page No.
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|||||
Millions of dollars and shares except per share data
|
2017
|
2016
|
||||
Revenue:
|
|
|
||||
Services
|
$
|
3,151
|
|
$
|
2,985
|
|
Product sales
|
1,128
|
|
1,213
|
|
||
Total revenue
|
4,279
|
|
4,198
|
|
||
Operating costs and expenses:
|
|
|
|
|
||
Cost of services
|
3,103
|
|
2,956
|
|
||
Cost of sales
|
918
|
|
969
|
|
||
General and administrative
|
55
|
|
48
|
|
||
Impairments and other charges
|
—
|
|
2,766
|
|
||
Merger-related costs
|
—
|
|
538
|
|
||
Total operating costs and expenses
|
4,076
|
|
7,277
|
|
||
Operating income (loss)
|
203
|
|
(3,079
|
)
|
||
Interest expense, net of interest income of $23 and $10
|
(242
|
)
|
(165
|
)
|
||
Other, net
|
(18
|
)
|
(47
|
)
|
||
Loss from continuing operations before income taxes
|
(57
|
)
|
(3,291
|
)
|
||
Income tax benefit
|
25
|
|
875
|
|
||
Loss from continuing operations
|
(32
|
)
|
(2,416
|
)
|
||
Loss from discontinued operations, net
|
—
|
|
(2
|
)
|
||
Net loss
|
$
|
(32
|
)
|
$
|
(2,418
|
)
|
Net loss attributable to noncontrolling interest
|
—
|
|
6
|
|
||
Net loss attributable to company
|
$
|
(32
|
)
|
$
|
(2,412
|
)
|
Amounts attributable to company shareholders:
|
|
|
|
|
||
Loss from continuing operations
|
$
|
(32
|
)
|
$
|
(2,410
|
)
|
Loss from discontinued operations, net
|
—
|
|
(2
|
)
|
||
Net loss attributable to company
|
$
|
(32
|
)
|
$
|
(2,412
|
)
|
|
|
|
|
|
||
Basic and diluted net loss per share attributable to company
|
$
|
(0.04
|
)
|
$
|
(2.81
|
)
|
Basic and diluted weighted average common shares outstanding
|
867
|
|
858
|
|
||
Cash dividends per share
|
$
|
0.18
|
|
$
|
0.18
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
Three Months Ended
March 31 |
|||||
Millions of dollars
|
2017
|
2016
|
||||
Net loss
|
$
|
(32
|
)
|
$
|
(2,418
|
)
|
Other comprehensive income (loss), net of income taxes
|
2
|
|
(1
|
)
|
||
Comprehensive loss
|
$
|
(30
|
)
|
$
|
(2,419
|
)
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
6
|
|
||
Comprehensive loss attributable to company shareholders
|
$
|
(30
|
)
|
$
|
(2,413
|
)
|
See notes to condensed consolidated financial statements.
|
|
|
Millions of dollars and shares except per share data
|
March 31,
2017 |
December 31,
2016 |
||||
Assets
|
||||||
Current assets:
|
|
|
||||
Cash and equivalents
|
$
|
2,107
|
|
$
|
4,009
|
|
Receivables (net of allowances for bad debts of $156 and $175)
|
4,008
|
|
3,922
|
|
||
Inventories
|
2,295
|
|
2,275
|
|
||
Prepaid income taxes
|
555
|
|
585
|
|
||
Other current assets
|
863
|
|
886
|
|
||
Total current assets
|
9,828
|
|
11,677
|
|
||
Property, plant and equipment (net of accumulated depreciation of $11,446 and $11,198)
|
8,415
|
|
8,532
|
|
||
Goodwill
|
2,419
|
|
2,414
|
|
||
Deferred income taxes
|
2,141
|
|
1,960
|
|
||
Other assets
|
2,082
|
|
2,417
|
|
||
Total assets
|
$
|
24,885
|
|
$
|
27,000
|
|
Liabilities and Shareholders’ Equity
|
||||||
Current liabilities:
|
|
|
|
|
||
Accounts payable
|
$
|
2,006
|
|
$
|
1,764
|
|
Accrued employee compensation and benefits
|
544
|
|
544
|
|
||
Current maturities of long-term debt
|
97
|
|
163
|
|
||
Other current liabilities
|
1,195
|
|
1,552
|
|
||
Total current liabilities
|
3,842
|
|
4,023
|
|
||
Long-term debt
|
10,812
|
|
12,214
|
|
||
Employee compensation and benefits
|
539
|
|
574
|
|
||
Other liabilities
|
703
|
|
741
|
|
||
Total liabilities
|
15,896
|
|
17,552
|
|
||
Shareholders’ equity:
|
|
|
|
|
||
Common shares, par value $2.50 per share (authorized 2,000 shares,
issued 1,069 and 1,070 shares)
|
2,674
|
|
2,674
|
|
||
Paid-in capital in excess of par value
|
222
|
|
201
|
|
||
Accumulated other comprehensive loss
|
(452
|
)
|
(454
|
)
|
||
Retained earnings
|
13,569
|
|
14,141
|
|
||
Treasury stock, at cost (202 and 204 shares)
|
(7,062
|
)
|
(7,153
|
)
|
||
Company shareholders’ equity
|
8,951
|
|
9,409
|
|
||
Noncontrolling interest in consolidated subsidiaries
|
38
|
|
39
|
|
||
Total shareholders’ equity
|
8,989
|
|
9,448
|
|
||
Total liabilities and shareholders’ equity
|
$
|
24,885
|
|
$
|
27,000
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
||||||
|
Three Months Ended
March 31 |
|||||
Millions of dollars
|
2017
|
2016
|
||||
Cash flows from operating activities:
|
|
|
||||
Net loss
|
$
|
(32
|
)
|
$
|
(2,418
|
)
|
Adjustments to reconcile net loss to cash flows from operating activities:
|
|
|
|
|
||
Depreciation, depletion and amortization
|
383
|
|
346
|
|
||
Payment related to the Macondo well incident
|
(335
|
)
|
—
|
|
||
Deferred income tax benefit, continuing operations
|
(132
|
)
|
(857
|
)
|
||
Impairments and other charges
|
—
|
|
2,766
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||
Accounts payable
|
228
|
|
(170
|
)
|
||
Receivables
|
(178
|
)
|
228
|
|
||
Inventories
|
(18
|
)
|
34
|
|
||
Other
|
89
|
|
(100
|
)
|
||
Total cash flows provided by (used in) operating activities
|
5
|
|
(171
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||
Capital expenditures
|
(265
|
)
|
(234
|
)
|
||
Proceeds from sales of property, plant and equipment
|
41
|
|
50
|
|
||
Other investing activities
|
(13
|
)
|
(24
|
)
|
||
Total cash flows used in investing activities
|
(237
|
)
|
(208
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||
Payments on long-term borrowings
|
(1,566
|
)
|
—
|
|
||
Dividends to shareholders
|
(156
|
)
|
(154
|
)
|
||
Other financing activities
|
63
|
|
77
|
|
||
Total cash flows used in financing activities
|
(1,659
|
)
|
(77
|
)
|
||
Effect of exchange rate changes on cash
|
(11
|
)
|
(28
|
)
|
||
Decrease in cash and equivalents
|
(1,902
|
)
|
(484
|
)
|
||
Cash and equivalents at beginning of period
|
4,009
|
|
10,077
|
|
||
Cash and equivalents at end of period
|
$
|
2,107
|
|
$
|
9,593
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||
Cash payments during the period for:
|
|
|
|
|
||
Interest
|
$
|
173
|
|
$
|
164
|
|
Income taxes
|
$
|
77
|
|
$
|
121
|
|
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
|
2017
|
2016
|
||||
Revenue:
|
|
|
||||
Completion and Production
|
$
|
2,604
|
|
$
|
2,324
|
|
Drilling and Evaluation
|
1,675
|
|
1,874
|
|
||
Total revenue
|
$
|
4,279
|
|
$
|
4,198
|
|
Operating income (loss):
|
|
|
||||
Completion and Production
|
$
|
147
|
|
$
|
30
|
|
Drilling and Evaluation
|
122
|
|
241
|
|
||
Total operations
|
269
|
|
271
|
|
||
Corporate and other (a)
|
(66
|
)
|
(584
|
)
|
||
Impairments and other charges
|
—
|
|
(2,766
|
)
|
||
Total operating income (loss)
|
$
|
203
|
|
$
|
(3,079
|
)
|
Interest expense, net of interest income (b)
|
(242
|
)
|
(165
|
)
|
||
Other, net
|
(18
|
)
|
(47
|
)
|
||
Loss from continuing operations before income taxes
|
$
|
(57
|
)
|
$
|
(3,291
|
)
|
Millions of dollars
|
March 31,
2017 |
December 31,
2016 |
||||
Finished products and parts
|
$
|
1,448
|
|
$
|
1,388
|
|
Raw materials and supplies
|
713
|
|
778
|
|
||
Work in process
|
134
|
|
109
|
|
||
Total
|
$
|
2,295
|
|
$
|
2,275
|
|
Millions of dollars
|
Total shareholders' equity
|
Company shareholders' equity
|
Noncontrolling interest in consolidated subsidiaries
|
||||||
Balance at December 31, 2016
|
$
|
9,448
|
|
$
|
9,409
|
|
$
|
39
|
|
Retained earnings adjustment for new accounting standard (a)
|
(384
|
)
|
(384
|
)
|
—
|
|
|||
Payments of dividends to shareholders
|
(156
|
)
|
(156
|
)
|
—
|
|
|||
Stock plans
|
120
|
|
120
|
|
—
|
|
|||
Other
|
(9
|
)
|
(8
|
)
|
(1
|
)
|
|||
Comprehensive loss
|
(30
|
)
|
(30
|
)
|
—
|
|
|||
Balance at March 31, 2017
|
$
|
8,989
|
|
$
|
8,951
|
|
$
|
38
|
|
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
|
(154
|
)
|
(154
|
)
|
—
|
|
|||
Stock plans
|
126
|
|
126
|
|
—
|
|
|||
Other
|
12
|
|
(6
|
)
|
18
|
|
|||
Comprehensive loss
|
(2,419
|
)
|
(2,413
|
)
|
(6
|
)
|
|||
Balance at March 31, 2016
|
$
|
13,060
|
|
$
|
13,015
|
|
$
|
45
|
|
Millions of dollars
|
March 31,
2017 |
December 31,
2016 |
||||
Defined benefit and other postretirement liability adjustments
|
$
|
(314
|
)
|
$
|
(313
|
)
|
Cumulative translation adjustments
|
(80
|
)
|
(80
|
)
|
||
Other
|
(58
|
)
|
(61
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(452
|
)
|
$
|
(454
|
)
|
-
|
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
March 31 |
|||
Millions of shares
|
2017
|
2016
|
||
Basic weighted average common shares outstanding
|
867
|
|
858
|
|
Dilutive effect of awards granted under our stock incentive plans
|
—
|
|
—
|
|
Diluted weighted average common shares outstanding
|
867
|
|
858
|
|
|
|
|
||
Antidilutive shares:
|
|
|
||
Options with exercise price greater than the average market price
|
4
|
|
17
|
|
Options which are antidilutive due to net loss position
|
3
|
|
1
|
|
Total antidilutive shares
|
7
|
|
18
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
Millions of dollars
|
Level 1
|
Level 2
|
Total fair value
|
Carrying value
|
|
Level 1
|
Level 2
|
Total fair value
|
Carrying value
|
||||||||||||||||
Long-term debt
|
$
|
753
|
|
$
|
11,209
|
|
$
|
11,962
|
|
$
|
10,909
|
|
|
$
|
753
|
|
$
|
12,812
|
|
$
|
13,565
|
|
$
|
12,377
|
|
-
|
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
March 31 |
Year Ended
December 31 |
||||
Land vs. Offshore
|
2017
|
2016
|
2016
|
|||
United States:
|
|
|
|
|||
Land
|
722
|
|
524
|
|
486
|
|
Offshore (incl. Gulf of Mexico)
|
20
|
|
27
|
|
23
|
|
Total
|
742
|
|
551
|
|
509
|
|
Canada:
|
|
|
|
|
|
|
Land
|
294
|
|
170
|
|
128
|
|
Offshore
|
1
|
|
3
|
|
2
|
|
Total
|
295
|
|
173
|
|
130
|
|
International (excluding Canada):
|
|
|
|
|
|
|
Land
|
738
|
|
790
|
|
734
|
|
Offshore
|
201
|
|
226
|
|
221
|
|
Total
|
939
|
|
1,016
|
|
955
|
|
Worldwide total
|
1,976
|
|
1,740
|
|
1,594
|
|
Land total
|
1,754
|
|
1,484
|
|
1,348
|
|
Offshore total
|
222
|
|
256
|
|
246
|
|
|
|
|
|
|||
|
Three Months Ended
March 31 |
Year Ended
December 31 |
||||
Oil vs. Natural Gas
|
2017
|
2016
|
2016
|
|||
United States (incl. Gulf of Mexico):
|
|
|
|
|
||
Oil
|
594
|
|
441
|
|
409
|
|
Natural gas
|
148
|
|
110
|
|
100
|
|
Total
|
742
|
|
551
|
|
509
|
|
Canada:
|
|
|
|
|
|
|
Oil
|
162
|
|
82
|
|
63
|
|
Natural gas
|
133
|
|
91
|
|
67
|
|
Total
|
295
|
|
173
|
|
130
|
|
International (excluding Canada):
|
|
|
|
|
|
|
Oil
|
718
|
|
770
|
|
726
|
|
Natural gas
|
221
|
|
246
|
|
229
|
|
Total
|
939
|
|
1,016
|
|
955
|
|
Worldwide total
|
1,976
|
|
1,740
|
|
1,594
|
|
Oil total
|
1,474
|
|
1,293
|
|
1,198
|
|
Natural gas total
|
502
|
|
447
|
|
396
|
|
|
Three Months Ended
March 31 |
Year Ended
December 31 |
||||
Drilling Type
|
2017
|
2016
|
2016
|
|||
United States (incl. Gulf of Mexico):
|
|
|
|
|||
Horizontal
|
610
|
|
435
|
|
400
|
|
Vertical
|
69
|
|
63
|
|
60
|
|
Directional
|
63
|
|
53
|
|
49
|
|
Total
|
742
|
|
551
|
|
509
|
|
REVENUE:
|
Three Months Ended
March 31 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2017
|
2016
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
2,604
|
|
$
|
2,324
|
|
$
|
280
|
|
12
|
%
|
Drilling and Evaluation
|
1,675
|
|
1,874
|
|
(199
|
)
|
(11
|
)
|
|||
Total revenue
|
$
|
4,279
|
|
$
|
4,198
|
|
$
|
81
|
|
2
|
%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
2,231
|
|
$
|
1,794
|
|
$
|
437
|
|
24
|
%
|
Latin America
|
463
|
|
541
|
|
(78
|
)
|
(14
|
)
|
|||
Europe/Africa/CIS
|
604
|
|
778
|
|
(174
|
)
|
(22
|
)
|
|||
Middle East/Asia
|
981
|
|
1,085
|
|
(104
|
)
|
(10
|
)
|
|||
Total revenue
|
$
|
4,279
|
|
$
|
4,198
|
|
$
|
81
|
|
2
|
%
|
OPERATING INCOME:
|
Three Months Ended
March 31 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2017
|
2016
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
147
|
|
$
|
30
|
|
$
|
117
|
|
390
|
%
|
Drilling and Evaluation
|
122
|
|
241
|
|
(119
|
)
|
(49
|
)
|
|||
Total
|
269
|
|
271
|
|
(2
|
)
|
(1
|
)%
|
|||
Corporate and other
|
(66
|
)
|
(584
|
)
|
518
|
|
89
|
|
|||
Impairments and other charges
|
—
|
|
(2,766
|
)
|
2,766
|
|
—
|
|
|||
Total operating income (loss)
|
$
|
203
|
|
$
|
(3,079
|
)
|
$
|
3,282
|
|
—
|
|
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
|
122,557
|
|
$54.94
|
—
|
$5,700,004,373
|
February 1 - 28
|
19,146
|
|
$54.41
|
—
|
$5,700,004,373
|
March 1 - 31
|
9,250
|
|
$49.34
|
—
|
$5,700,004,373
|
Total
|
150,953
|
|
$54.53
|
—
|
|
(a)
|
All of the
150,953
shares purchased during the three-month period ended
March 31, 2017
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
March 31, 2017
. From the inception of this program in February 2006 through
March 31, 2017
, we repurchased approximately
201 million
shares of our common stock for a total cost of approximately
$8.4 billion
.
|
*†
|
10.1
|
Executive Agreement (Anne Lyn Beaty).
|
|
|
|
*
|
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 Interim 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 Interim 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/ Robb L. Voyles
|
/s/ Charles E. Geer, Jr.
|
Robb L. Voyles
|
Charles E. Geer, Jr.
|
Executive Vice President, Interim Chief Financial Officer,
|
Vice President and
|
Secretary and General Counsel
|
Corporate Controller
|
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 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 (“NYSE”) on the date of Employee’s termination of employment or the last business day immediately preceding the date of Employee’s termination of employment if the NYSE is closed on Employee’s termination date, 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
|
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 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.
|
HALLIBURTON COMPANY
|
|
|
|
By:
|
/s/ Lawrence Pope
|
Name:
|
Lawrence Pope
|
Title:
|
Executive Vice President, Administration & Chief Human Resources Officer
|
EMPLOYEE
|
|
|
|
|
/s/ Anne Lyn Beaty
|
Name:
|
Anne Lyn Beaty
|
|
Three Months Ended March 31, 2017
|
Year Ended December 31
|
||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(57
|
)
|
$
|
(7,625
|
)
|
$
|
(936
|
)
|
$
|
4,712
|
|
$
|
2,764
|
|
$
|
3,822
|
|
Add:
|
|
|
|
|
|
|
||||||||||||
Distributed earnings from equity in unconsolidated affiliates
|
—
|
|
29
|
|
11
|
|
16
|
|
19
|
|
4
|
|
||||||
Fixed charges
|
288
|
|
791
|
|
634
|
|
554
|
|
511
|
|
445
|
|
||||||
Subtotal
|
231
|
|
(6,805
|
)
|
(291
|
)
|
5,282
|
|
3,294
|
|
4,271
|
|
||||||
Less:
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated affiliates
|
5
|
|
31
|
|
28
|
|
15
|
|
9
|
|
14
|
|
||||||
Total earnings (loss) available for fixed charges
|
$
|
226
|
|
$
|
(6,836
|
)
|
$
|
(319
|
)
|
$
|
5,267
|
|
$
|
3,285
|
|
$
|
4,257
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
265
|
|
$
|
698
|
|
$
|
463
|
|
$
|
396
|
|
$
|
339
|
|
$
|
305
|
|
Rental expense representative of interest
|
23
|
|
93
|
|
171
|
|
158
|
|
172
|
|
140
|
|
||||||
Total fixed charges
|
$
|
288
|
|
$
|
791
|
|
$
|
634
|
|
$
|
554
|
|
$
|
511
|
|
$
|
445
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
0.8
|
|
(a)
|
|
(a)
|
|
9.5
|
|
6.4
|
|
9.6
|
|
(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 March 31, 2017
|
|||||||||||||||||
(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
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
1,010
|
|
—
|
|
—
|
|
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
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
1,010
|
|
—
|
|
—
|
|
(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 3, 2017 regardless of whether the assessment has been challenged or appealed, for citations and orders occurring during the quarter ended March 31, 2017.
|