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
September 30 |
Nine Months Ended
September 30 |
||||||||||
Millions of dollars and shares except per share data
|
2017
|
2016
|
2017
|
2016
|
||||||||
Revenue:
|
|
|
|
|
||||||||
Services
|
$
|
4,118
|
|
$
|
2,695
|
|
$
|
10,971
|
|
$
|
8,320
|
|
Product sales
|
1,326
|
|
1,138
|
|
3,709
|
|
3,546
|
|
||||
Total revenue
|
5,444
|
|
3,833
|
|
14,680
|
|
11,866
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||
Cost of services
|
3,686
|
|
2,743
|
|
10,242
|
|
8,476
|
|
||||
Cost of sales
|
1,069
|
|
919
|
|
3,008
|
|
2,843
|
|
||||
General and administrative
|
55
|
|
43
|
|
185
|
|
132
|
|
||||
Impairments and other charges
|
—
|
|
—
|
|
262
|
|
3,189
|
|
||||
Merger-related costs and termination fee
|
—
|
|
—
|
|
—
|
|
4,057
|
|
||||
Total operating costs and expenses
|
4,810
|
|
3,705
|
|
13,697
|
|
18,697
|
|
||||
Operating income (loss)
|
634
|
|
128
|
|
983
|
|
(6,831
|
)
|
||||
Interest expense, net of interest income of $30, $18, $81 and $38
|
(115
|
)
|
(141
|
)
|
(478
|
)
|
(502
|
)
|
||||
Other, net
|
(23
|
)
|
(39
|
)
|
(67
|
)
|
(117
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
496
|
|
(52
|
)
|
438
|
|
(7,450
|
)
|
||||
Income tax (provision) benefit
|
(135
|
)
|
59
|
|
(81
|
)
|
1,836
|
|
||||
Income (loss) from continuing operations
|
361
|
|
7
|
|
357
|
|
(5,614
|
)
|
||||
Loss from discontinued operations, net
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
||||
Net income (loss)
|
$
|
361
|
|
$
|
7
|
|
$
|
357
|
|
$
|
(5,616
|
)
|
Net (income) loss attributable to noncontrolling interest
|
4
|
|
(1
|
)
|
4
|
|
2
|
|
||||
Net income (loss) attributable to company
|
$
|
365
|
|
$
|
6
|
|
$
|
361
|
|
$
|
(5,614
|
)
|
Amounts attributable to company shareholders:
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
365
|
|
$
|
6
|
|
$
|
361
|
|
$
|
(5,612
|
)
|
Loss from discontinued operations, net
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
||||
Net income (loss) attributable to company
|
$
|
365
|
|
$
|
6
|
|
$
|
361
|
|
$
|
(5,614
|
)
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
$
|
0.42
|
|
$
|
0.01
|
|
$
|
0.42
|
|
$
|
(6.53
|
)
|
Diluted net income (loss) per share
|
$
|
0.42
|
|
$
|
0.01
|
|
$
|
0.41
|
|
$
|
(6.53
|
)
|
Basic weighted average common shares outstanding
|
872
|
|
862
|
|
869
|
|
860
|
|
||||
Diluted weighted average common shares outstanding
|
873
|
|
864
|
|
872
|
|
860
|
|
||||
Cash dividends per share
|
$
|
0.18
|
|
$
|
0.18
|
|
$
|
0.54
|
|
$
|
0.54
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||||||
Millions of dollars
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net income (loss)
|
$
|
361
|
|
$
|
7
|
|
$
|
357
|
|
$
|
(5,616
|
)
|
Other comprehensive income, net of income taxes
|
2
|
|
1
|
|
6
|
|
3
|
|
||||
Comprehensive income (loss)
|
$
|
363
|
|
$
|
8
|
|
$
|
363
|
|
$
|
(5,613
|
)
|
Comprehensive (income) loss attributable to noncontrolling interest
|
4
|
|
(1
|
)
|
4
|
|
2
|
|
||||
Comprehensive income (loss) attributable to company shareholders
|
$
|
367
|
|
$
|
7
|
|
$
|
367
|
|
$
|
(5,611
|
)
|
See notes to condensed consolidated financial statements.
|
|
|
|
|
Millions of dollars and shares except per share data
|
September 30,
2017 |
December 31,
2016 |
||||
Assets
|
||||||
Current assets:
|
|
|
||||
Cash and equivalents
|
$
|
1,898
|
|
$
|
4,009
|
|
Receivables (net of allowances for bad debts of $165 and $175)
|
4,852
|
|
3,922
|
|
||
Inventories
|
2,444
|
|
2,275
|
|
||
Prepaid income taxes
|
53
|
|
585
|
|
||
Other current assets
|
897
|
|
886
|
|
||
Total current assets
|
10,144
|
|
11,677
|
|
||
Property, plant and equipment (net of accumulated depreciation of $11,911 and $11,198)
|
8,432
|
|
8,532
|
|
||
Goodwill
|
2,685
|
|
2,414
|
|
||
Deferred income taxes
|
2,191
|
|
1,960
|
|
||
Other assets
|
2,338
|
|
2,417
|
|
||
Total assets
|
$
|
25,790
|
|
$
|
27,000
|
|
Liabilities and Shareholders’ Equity
|
||||||
Current liabilities:
|
|
|
|
|
||
Accounts payable
|
$
|
2,416
|
|
$
|
1,764
|
|
Accrued employee compensation and benefits
|
706
|
|
544
|
|
||
Short-term borrowings and current maturities of long-term debt
|
515
|
|
170
|
|
||
Other current liabilities
|
964
|
|
1,545
|
|
||
Total current liabilities
|
4,601
|
|
4,023
|
|
||
Long-term debt
|
10,423
|
|
12,214
|
|
||
Employee compensation and benefits
|
571
|
|
574
|
|
||
Other liabilities
|
949
|
|
741
|
|
||
Total liabilities
|
16,544
|
|
17,552
|
|
||
Shareholders’ equity:
|
|
|
|
|
||
Common shares, par value $2.50 per share (authorized 2,000 shares,
issued 1,069 and 1,070 shares)
|
2,673
|
|
2,674
|
|
||
Paid-in capital in excess of par value
|
169
|
|
201
|
|
||
Accumulated other comprehensive loss
|
(448
|
)
|
(454
|
)
|
||
Retained earnings
|
13,649
|
|
14,141
|
|
||
Treasury stock, at cost (197 and 204 shares)
|
(6,826
|
)
|
(7,153
|
)
|
||
Company shareholders’ equity
|
9,217
|
|
9,409
|
|
||
Noncontrolling interest in consolidated subsidiaries
|
29
|
|
39
|
|
||
Total shareholders’ equity
|
9,246
|
|
9,448
|
|
||
Total liabilities and shareholders’ equity
|
$
|
25,790
|
|
$
|
27,000
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
||||||
|
Nine Months Ended
September 30 |
|||||
Millions of dollars
|
2017
|
2016
|
||||
Cash flows from operating activities:
|
|
|
||||
Net income (loss)
|
$
|
357
|
|
$
|
(5,616
|
)
|
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
||
Depreciation, depletion and amortization
|
1,163
|
|
1,117
|
|
||
U.S. tax refund
|
478
|
|
430
|
|
||
Payment related to the Macondo well incident
|
(368
|
)
|
(33
|
)
|
||
Impairments and other charges
|
262
|
|
3,189
|
|
||
Deferred income tax benefit, continuing operations
|
(183
|
)
|
(1,511
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||
Receivables
|
(1,064
|
)
|
682
|
|
||
Accounts payable
|
611
|
|
(461
|
)
|
||
Inventories
|
(49
|
)
|
388
|
|
||
Other
|
250
|
|
(947
|
)
|
||
Total cash flows provided by (used in) operating activities
|
1,457
|
|
(2,762
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||
Capital expenditures
|
(934
|
)
|
(625
|
)
|
||
Payments to acquire businesses, net of cash acquired
|
(628
|
)
|
—
|
|
||
Proceeds from sales of property, plant and equipment
|
111
|
|
176
|
|
||
Other investing activities
|
(56
|
)
|
(73
|
)
|
||
Total cash flows used in investing activities
|
(1,507
|
)
|
(522
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||
Payments on long-term borrowings
|
(1,633
|
)
|
(3,149
|
)
|
||
Dividends to shareholders
|
(469
|
)
|
(465
|
)
|
||
Other financing activities
|
92
|
|
163
|
|
||
Total cash flows used in financing activities
|
(2,010
|
)
|
(3,451
|
)
|
||
Effect of exchange rate changes on cash
|
(51
|
)
|
(53
|
)
|
||
Decrease in cash and equivalents
|
(2,111
|
)
|
(6,788
|
)
|
||
Cash and equivalents at beginning of period
|
4,009
|
|
10,077
|
|
||
Cash and equivalents at end of period
|
$
|
1,898
|
|
$
|
3,289
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||
Cash payments (receipts) during the period for:
|
|
|
|
|
||
Interest
|
$
|
455
|
|
$
|
516
|
|
Income taxes
|
$
|
(240
|
)
|
$
|
(25
|
)
|
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
September 30 |
Nine Months Ended
September 30 |
||||||||||
Millions of dollars
|
2017
|
2016
|
2017
|
2016
|
||||||||
Revenue:
|
|
|
|
|
||||||||
Completion and Production
|
$
|
3,537
|
|
$
|
2,176
|
|
$
|
9,273
|
|
$
|
6,614
|
|
Drilling and Evaluation
|
1,907
|
|
1,657
|
|
5,407
|
|
5,252
|
|
||||
Total revenue
|
$
|
5,444
|
|
$
|
3,833
|
|
$
|
14,680
|
|
$
|
11,866
|
|
Operating income (loss):
|
|
|
|
|
||||||||
Completion and Production
|
$
|
525
|
|
$
|
24
|
|
$
|
1,069
|
|
$
|
22
|
|
Drilling and Evaluation
|
180
|
|
151
|
|
427
|
|
546
|
|
||||
Total operations
|
705
|
|
175
|
|
1,496
|
|
568
|
|
||||
Corporate and other (a)
|
(71
|
)
|
(47
|
)
|
(251
|
)
|
(4,210
|
)
|
||||
Impairments and other charges
|
—
|
|
—
|
|
(262
|
)
|
(3,189
|
)
|
||||
Total operating income (loss)
|
$
|
634
|
|
$
|
128
|
|
$
|
983
|
|
$
|
(6,831
|
)
|
Interest expense, net of interest income
|
(115
|
)
|
(141
|
)
|
(478
|
)
|
(502
|
)
|
||||
Other, net
|
(23
|
)
|
(39
|
)
|
(67
|
)
|
(117
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
496
|
|
$
|
(52
|
)
|
$
|
438
|
|
$
|
(7,450
|
)
|
Millions of dollars
|
September 30,
2017 |
December 31,
2016 |
||||
Finished products and parts
|
$
|
1,565
|
|
$
|
1,388
|
|
Raw materials and supplies
|
720
|
|
778
|
|
||
Work in process
|
159
|
|
109
|
|
||
Total
|
$
|
2,444
|
|
$
|
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
|
(469
|
)
|
(469
|
)
|
—
|
|
|||
Stock plans
|
340
|
|
340
|
|
—
|
|
|||
Other
|
(52
|
)
|
(46
|
)
|
(6
|
)
|
|||
Comprehensive income (loss)
|
363
|
|
367
|
|
(4
|
)
|
|||
Balance at September 30, 2017
|
$
|
9,246
|
|
$
|
9,217
|
|
$
|
29
|
|
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
|
September 30,
2017 |
December 31,
2016 |
||||
Defined benefit and other postretirement liability adjustments
|
$
|
(313
|
)
|
$
|
(313
|
)
|
Cumulative translation adjustments
|
(78
|
)
|
(80
|
)
|
||
Other
|
(57
|
)
|
(61
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(448
|
)
|
$
|
(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
September 30 |
Nine Months Ended
September 30 |
||||||
Millions of shares
|
2017
|
2016
|
2017
|
2016
|
||||
Basic weighted average common shares outstanding
|
872
|
|
862
|
|
869
|
|
860
|
|
Dilutive effect of awards granted under our stock incentive plans
|
1
|
|
2
|
|
3
|
|
—
|
|
Diluted weighted average common shares outstanding
|
873
|
|
864
|
|
872
|
|
860
|
|
|
|
|
|
|
||||
Antidilutive shares:
|
|
|
|
|
||||
Options with exercise price greater than the average market price
|
14
|
|
12
|
|
6
|
|
13
|
|
Options which are antidilutive due to net loss position
|
—
|
|
—
|
|
—
|
|
1
|
|
Total antidilutive shares
|
14
|
|
12
|
|
6
|
|
14
|
|
|
September 30, 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
|
||||||||||||||||
Total debt
|
$
|
345
|
|
$
|
11,906
|
|
$
|
12,251
|
|
$
|
10,938
|
|
|
$
|
753
|
|
$
|
12,812
|
|
$
|
13,565
|
|
$
|
12,384
|
|
-
|
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 enable 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
|
2017
|
2016
|
2017
|
2016
|
||||
United States:
|
|
|
|
|
||||
Land
|
927
|
|
461
|
|
841
|
|
459
|
|
Offshore (incl. Gulf of Mexico)
|
19
|
|
18
|
|
20
|
|
23
|
|
Total
|
946
|
|
479
|
|
861
|
|
482
|
|
Canada:
|
|
|
|
|
|
|
|
|
Land
|
207
|
|
119
|
|
206
|
|
110
|
|
Offshore
|
1
|
|
2
|
|
1
|
|
2
|
|
Total
|
208
|
|
121
|
|
207
|
|
112
|
|
International (excluding Canada):
|
|
|
|
|
|
|
|
|
Land
|
749
|
|
711
|
|
748
|
|
740
|
|
Offshore
|
199
|
|
225
|
|
200
|
|
225
|
|
Total
|
948
|
|
936
|
|
948
|
|
965
|
|
Worldwide total
|
2,102
|
|
1,536
|
|
2,016
|
|
1,559
|
|
Land total
|
1,883
|
|
1,291
|
|
1,795
|
|
1,309
|
|
Offshore total
|
219
|
|
245
|
|
221
|
|
250
|
|
|
|
|
|
|
||||
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||
Oil vs. Natural Gas
|
2017
|
2016
|
2017
|
2016
|
||||
United States (incl. Gulf of Mexico):
|
|
|
|
|
|
|
|
|
Oil
|
760
|
|
391
|
|
691
|
|
388
|
|
Natural gas
|
186
|
|
88
|
|
170
|
|
94
|
|
Total
|
946
|
|
479
|
|
861
|
|
482
|
|
Canada:
|
|
|
|
|
|
|
|
|
Oil
|
115
|
|
64
|
|
110
|
|
54
|
|
Natural gas
|
93
|
|
57
|
|
97
|
|
58
|
|
Total
|
208
|
|
121
|
|
207
|
|
112
|
|
International (excluding Canada):
|
|
|
|
|
|
|
|
|
Oil
|
731
|
|
709
|
|
729
|
|
733
|
|
Natural gas
|
217
|
|
227
|
|
219
|
|
232
|
|
Total
|
948
|
|
936
|
|
948
|
|
965
|
|
Worldwide total
|
2,102
|
|
1,536
|
|
2,016
|
|
1,559
|
|
Oil total
|
1,606
|
|
1,164
|
|
1,530
|
|
1,175
|
|
Natural gas total
|
496
|
|
372
|
|
486
|
|
384
|
|
|
Three Months Ended
September 30 |
Nine Months Ended
September 30 |
||||||
Drilling Type
|
2017
|
2016
|
2017
|
2016
|
||||
United States (incl. Gulf of Mexico):
|
|
|
|
|
||||
Horizontal
|
799
|
|
373
|
|
720
|
|
376
|
|
Vertical
|
70
|
|
61
|
|
72
|
|
58
|
|
Directional
|
77
|
|
45
|
|
69
|
|
48
|
|
Total
|
946
|
|
479
|
|
861
|
|
482
|
|
REVENUE:
|
Three Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2017
|
2016
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
3,537
|
|
$
|
2,176
|
|
$
|
1,361
|
|
63
|
%
|
Drilling and Evaluation
|
1,907
|
|
1,657
|
|
250
|
|
15
|
|
|||
Total revenue
|
$
|
5,444
|
|
$
|
3,833
|
|
$
|
1,611
|
|
42
|
%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
3,163
|
|
$
|
1,658
|
|
$
|
1,505
|
|
91
|
%
|
Latin America
|
530
|
|
415
|
|
115
|
|
28
|
|
|||
Europe/Africa/CIS
|
722
|
|
744
|
|
(22
|
)
|
(3
|
)
|
|||
Middle East/Asia
|
1,029
|
|
1,016
|
|
13
|
|
1
|
|
|||
Total revenue
|
$
|
5,444
|
|
$
|
3,833
|
|
$
|
1,611
|
|
42
|
%
|
OPERATING INCOME:
|
Three Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2017
|
2016
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
525
|
|
$
|
24
|
|
$
|
501
|
|
2,088
|
%
|
Drilling and Evaluation
|
180
|
|
151
|
|
29
|
|
19
|
|
|||
Total
|
705
|
|
175
|
|
530
|
|
303
|
|
|||
Corporate and other
|
(71
|
)
|
(47
|
)
|
(24
|
)
|
(51
|
)
|
|||
Total operating income
|
$
|
634
|
|
$
|
128
|
|
$
|
506
|
|
395
|
%
|
REVENUE:
|
Nine Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2017
|
2016
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
9,273
|
|
$
|
6,614
|
|
$
|
2,659
|
|
40
|
%
|
Drilling and Evaluation
|
5,407
|
|
5,252
|
|
155
|
|
3
|
|
|||
Total revenue
|
$
|
14,680
|
|
$
|
11,866
|
|
$
|
2,814
|
|
24
|
%
|
|
|
|
|
|
|||||||
By geographic region:
|
|
|
|
|
|||||||
North America
|
$
|
8,164
|
|
$
|
4,968
|
|
$
|
3,196
|
|
64
|
%
|
Latin America
|
1,501
|
|
1,432
|
|
69
|
|
5
|
|
|||
Europe/Africa/CIS
|
2,005
|
|
2,317
|
|
(312
|
)
|
(13
|
)
|
|||
Middle East/Asia
|
3,010
|
|
3,149
|
|
(139
|
)
|
(4
|
)
|
|||
Total revenue
|
$
|
14,680
|
|
$
|
11,866
|
|
$
|
2,814
|
|
24
|
%
|
OPERATING INCOME:
|
Nine Months Ended
September 30 |
Favorable
|
Percentage
|
||||||||
Millions of dollars
|
2017
|
2016
|
(Unfavorable)
|
Change
|
|||||||
Completion and Production
|
$
|
1,069
|
|
$
|
22
|
|
$
|
1,047
|
|
4,759
|
%
|
Drilling and Evaluation
|
427
|
|
546
|
|
(119
|
)
|
(22
|
)
|
|||
Total
|
1,496
|
|
568
|
|
928
|
|
163
|
|
|||
Corporate and other
|
(251
|
)
|
(4,210
|
)
|
3,959
|
|
94
|
|
|||
Impairments and other charges
|
(262
|
)
|
(3,189
|
)
|
2,927
|
|
92
|
|
|||
Total operating income (loss)
|
$
|
983
|
|
$
|
(6,831
|
)
|
$
|
7,814
|
|
—
|
|
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
|
16,277
|
|
$44.32
|
—
|
$5,700,004,373
|
August 1 - 31
|
186,891
|
|
$40.12
|
—
|
$5,700,004,373
|
September 1 - 30
|
73,442
|
|
$41.17
|
—
|
$5,700,004,373
|
Total
|
276,610
|
|
$40.64
|
—
|
|
(a)
|
All of the
276,610
shares purchased during the three-month period ended
September 30, 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
September 30, 2017
. From the inception of this program in February 2006 through
September 30, 2017
, we repurchased approximately
201 million
shares of our common stock for a total cost of approximately
$8.4 billion
.
|
*†
|
10.1
|
|
|
|
|
*
|
12.1
|
|
|
|
|
*
|
31.1
|
|
|
|
|
*
|
31.2
|
|
|
|
|
**
|
32.1
|
|
|
|
|
**
|
32.2
|
|
|
|
|
*
|
95
|
|
|
|
|
*
|
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/ Christopher T. Weber
|
/s/ Charles E. Geer, Jr.
|
Christopher T. Weber
|
Charles E. Geer, Jr.
|
Executive Vice President and
|
Vice President and
|
Chief Financial Officer
|
Corporate Controller
|
1.
|
Award
.
|
(a)
|
Units
.
Pursuant to the Halliburton Company Stock and Incentive Plan (the “Plan”), Non-management Director is hereby awarded the aggregate number of units subject to award set forth above evidencing the right to receive an equivalent number of shares of Halliburton Company common stock, par value $2.50 per share (“Stock”), subject to the conditions of this Agreement. The units granted pursuant to this Agreement that are subject to Forfeiture Restrictions (as defined below) are referred to as the “Restricted Stock Units”.
|
(b)
|
Plan Incorporated
. Non-management Director acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.
|
2.
|
Terms of Restricted Stock Units
. Non-management Director hereby accepts the Restricted Stock Units and agrees with respect thereto as follows:
|
(a)
|
Forfeiture of Restricted Stock Units
. Upon termination of Board service, the Non‐management Director shall, for no consideration, forfeit all Restricted Stock Units that have not previously vested or become vested pursuant to Section 2(c) below.
|
(b)
|
Assignment of Restricted Stock Units Prohibited.
The Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, encumbered, disposed of, or otherwise transferred, except by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or similar order.
|
(c)
|
Vesting of Restricted Stock Units.
The Restricted Stock Units shall vest in accordance with the following schedule provided that Non‐management Director has served continuously on the Board from the date of this Agreement through the applicable vesting date:
|
Vesting Date
|
Percentage of Total Number of Restricted Stock Units Vesting
|
First Anniversary of the date of this Agreement
|
25%
|
Second Anniversary of the date of this Agreement
|
25%
|
Third Anniversary of the date of this Agreement
|
25%
|
Fourth Anniversary of the date of this Agreement
|
25%
|
1.
|
Non‐management Director’s death or disability while serving as a member of the Board;
|
2.
|
Failure of the Non‐management Director to be re‐elected to the Board after being duly nominated;
|
3.
|
Retirement from the Board pursuant to the then existing Company policy for mandatory director retirements (mandatory retirement as of the date of this Agreement is age seventy‐two);
|
4.
|
Early retirement from the Board after four years of service; or
|
5.
|
Removal from the Board or failure to be duly nominated for re‐election to the Board, in either event, following a Corporate Change.
|
(d)
|
Shareholder Rights
. The Non-management Director shall have no rights to dividends or any other rights of a shareholder with respect to shares of Stock subject to this award of Restricted Stock Units unless and until such time as the award has been settled by the transfer of shares of Stock to the Non-management Director. Non‐management Director shall have the right to dividend equivalents with respect to the Restricted Stock Units for the period beginning on the date the Restricted Stock Units were granted and ending on the date that Stock is delivered to the Non-management Director in settlement of such Restricted Stock Units.
|
(e)
|
Settlement and Delivery of Stock
. Payment of Restricted Stock Units that vest shall be made as soon as administratively practicable, but no later than 60 days after vesting. Settlement will be made by payment in shares of Stock in accordance with the Plan or, if the Restricted Stock Units have been deferred, in accordance with the terms of the relevant deferral plan.
|
3.
|
Relationship
. For purposes of this Agreement, Non‐management Director shall be considered to be of service as a Director to the Company as long as Non‐management Director remains an active Director of the Company, or any successor corporation. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee administrating the Plan, or its delegate, as appropriate, and its determination shall be final.
|
4.
|
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee as set forth in the Plan or, to the extent delegated, in its delegate, pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units.
|
5.
|
Binding Effect
. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Non-management Director.
|
6.
|
Governing Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.
|
|
Nine Months Ended September 30, 2017
|
Year Ended December 31
|
||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
438
|
|
$
|
(7,625
|
)
|
$
|
(936
|
)
|
$
|
4,712
|
|
$
|
2,764
|
|
$
|
3,822
|
|
Add:
|
|
|
|
|
|
|
||||||||||||
Distributed earnings from equity in unconsolidated affiliates
|
6
|
|
29
|
|
11
|
|
16
|
|
19
|
|
4
|
|
||||||
Fixed charges
|
628
|
|
791
|
|
634
|
|
554
|
|
511
|
|
445
|
|
||||||
Subtotal
|
1,072
|
|
(6,805
|
)
|
(291
|
)
|
5,282
|
|
3,294
|
|
4,271
|
|
||||||
Less:
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated affiliates
|
9
|
|
31
|
|
28
|
|
15
|
|
9
|
|
14
|
|
||||||
Total earnings (loss) available for fixed charges
|
$
|
1,063
|
|
$
|
(6,836
|
)
|
$
|
(319
|
)
|
$
|
5,267
|
|
$
|
3,285
|
|
$
|
4,257
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
559
|
|
$
|
698
|
|
$
|
463
|
|
$
|
396
|
|
$
|
339
|
|
$
|
305
|
|
Rental expense representative of interest
|
69
|
|
93
|
|
171
|
|
158
|
|
172
|
|
140
|
|
||||||
Total fixed charges
|
$
|
628
|
|
$
|
791
|
|
$
|
634
|
|
$
|
554
|
|
$
|
511
|
|
$
|
445
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
1.7
|
|
(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 September 30, 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
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
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
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
(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 2, 2017 regardless of whether the assessment has been challenged or appealed, for citations and orders occurring during the quarter ended September 30, 2017.
|