Halliburton Company Annual Report 2019

FY2019 Annual Report · Halliburton Company

Loading PDF…

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2020 PROXY STATEMENT
2019 ANNUAL REPORT ON FORM 10-K

Tuesday, May 19, 2020
9:00 a.m. Central Daylight Time
3000 N. Sam Houston Parkway East
Life Center - Auditorium
Houston, Texas 77032

To Our Valued Shareholders:

April 7, 2020

“Turning to 2020, . . . we
will continue to deliver
on our value proposition,
stay focused on safety and
service quality, exercise
capital discipline, and work
to drive margins, free cash
flow, and returns.”

Jeffrey A. Miller
Chairman of the Board,
President and Chief Executive Officer

On behalf of our Board of Directors, we are pleased to invite
you to attend the Halliburton Company Annual Meeting of
Shareholders. The meeting will occur at the Halliburton Life
Center Auditorium, 3000 N. Sam Houston Parkway East,
Houston, Texas 77032, on Tuesday, May 19, 2020, at 9:00
a.m. Central Daylight Time.

As we turn the page on Halliburton’s 100th year, we enter
our next century with a clear sense of purpose – to help our
customers satisfy the world’s need for the affordable and
reliable energy provided by oil and gas, more effectively and
efficiently, safely and ethically, while minimizing environmental
impact. We will continue to do what we do best – collaborate
and engineer solutions to maximize our customers’ asset
value – while generating industry-leading returns and strong
cash flow for our shareholders.

2019 marks the end of the first full decade of the shale
revolution that propelled the United States to become the
world's top hydrocarbon producer. Our company was an
early participant in this development and invested and
innovated alongside our customers from the beginning. As
unconventionals entered the maturation phase, our North
America customers shifted their focus from growth to capital
discipline, which impacted our business through reduced
customer activity and additional pricing pressure. In contrast,
the recovery in international markets continued in 2019,
and our international growth outpaced the market. Overall,
I am pleased with the performance of our hardworking and
dedicated employees. The Halliburton team executed our
value proposition, delivered exceptional safety and service
quality, and stayed focused on generating healthy returns
and strong free cash flow.

Turning to 2020, like other companies in the energy industry
and beyond, our business is being impacted by the COVID-19
virus and the unprecedented decline in commodity prices.
Halliburton has withstood many challenges in the past and
grown stronger as a result; many times in fact over the last
100 years. I am confident that this time will be no different.
Halliburton is a market leader in an industry that’s essential
to the entire world. We have an excellent business, great
customers, an outstanding workforce, and a strong balance
sheet. The market will eventually recover. Until then, we will
control what we can control and continue to deliver on our
value proposition, stay focused on safety and service quality,
exercise capital discipline, and work to drive margins, free
cash flow, and returns.

Your vote and the representation of your shares are very
important. Please review the proxy materials for detailed
information on the proposals presented this year. We hope
you will vote as soon as possible. If you attend the meeting,
you may vote in person even if you have previously voted.

Thank you for your ongoing support of and continued
interest in Halliburton. We look forward to seeing you at our
Annual Meeting.

Sincerely,

Jeffrey A. Miller
Chairman of the Board,
President and Chief Executive Officer

Table of Contents

Letter from the Chairman, President and Chief Executive Officer

Proxy Statement Summary

Notice of Annual Meeting of Shareholders

Corporate Governance

The Board of Directors and Standing Committees of Directors

Communication to the Board

Proposal No. 1 Election of Directors

Information about Nominees for Director

Directors’ Compensation

Stock Ownership Information

Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants

Audit Committee Report

Fees Paid to KPMG LLP

Proposal No. 3 Advisory Approval of Executive Compensation

Compensation Committee Report

Compensation Discussion and Analysis

Executive Compensation Tables

Summary Compensation Table

Grants of Plan-Based Awards in Fiscal 2019

Outstanding Equity Awards at Fiscal Year End 2019

2019 Option Exercises and Stock Vested

2019 Nonqualified Deferred Compensation

Employment Contracts and Change-in-Control Arrangements

Post-Termination or Change-in-Control Payments

Equity Compensation Plan Information

CEO Pay Ratio

iii

2
8

9
11

42
42

Proposal No. 4 Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

General Information

Additional Information

Other Matters

Appendix A

A-1

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information
that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help
you find further information in this proxy statement.

Eligibility to Vote (page 60)

You can vote if you were a shareholder of record at the close of business on March 20, 2020.

How to Cast Your Vote (page 60)

You can vote by any of the following methods:

INTERNET
www.proxyvote.com
until 11:59 p.m.
Eastern Daylight Time
on May 18, 2020

BY TELEPHONE
until 11:59 p.m.
Eastern Daylight Time
on May 18, 2020

BY MAIL
Completing, signing, and returning
your proxy or voting instruction card
before May 19, 2020

IN PERSON
at the annual meeting: If you are a shareholder
of record, we have a record of your ownership. If your
shares are held in the name of a broker, nominee,
or other intermediary, you must bring a proxy issued
in your name from the record holder to the meeting.
Attendees will be asked to present valid picture
identification, such as a driver’s license or passport.

Selection of Principal Independent Public
Accountants (page 20)

During the year ended December 31, 2019, KPMG LLP served
as our principal independent public accountants and provided
certain tax and other services to us. Representatives of KPMG are
expected to be present at the Annual Meeting and be available to
respond to appropriate questions from shareholders.

As a matter of good corporate governance, we are requesting
our shareholders to ratify the selection of KPMG LLP as our
principal independent public accountants for the year ending
December 31, 2020.

iii

HALLIBURTON ❘ 2020 Proxy StatementProxy Statement Summary
Proxy Statement Summary

Voting Matters (pages 9, 20, 23, and 54)

Election of Directors

FOR Each Nominee

Ratification of Selection of Principal Independent Public Accountants

Advisory Approval of Executive Compensation

Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

FOR

Board Vote
Recommendation

Page Reference
(for more detail)

Governance Highlights

Our Board has long maintained a formal statement of its responsibilities, our Corporate Governance Guidelines, to ensure effective
governance in all areas of its responsibilities. Our governance practices, as specified in those Guidelines and our By-laws, Code of
Business Conduct, and policies and business practices, include the following:

Size of Board

Number of Independent Directors

Average Age of Directors

Average Director Tenure

Annual Election of Directors

Mandatory Retirement Age

6.8

Yes

Supermajority Voting Threshold for Mergers

Proxy Access

Shareholder Action by Written Consent

Shareholder Called Special Meetings

Poison Pill

Code of Conduct for Directors, Officers, and Employees

Women and Minority Board Members

50%

Stock Ownership Guidelines for Directors/Officers

Majority Voting in Director Elections

Lead Independent Director

Related Persons Transactions Policy

Yes

Anti-Hedging and Pledging Policy

Compensation Recoupment Policy

Corporate Political Contributions

Yes

Success for Halliburton and our shareholders and customers results from adherence to our core values.

Integrity
Ethics and integrity
are the foundation of our
brand and the guiding
principles for all we do.

Safety
Priority number one. We are
focused on our own personal safety
as well as the safety of others.

Respect
We are honest with ourselves
and each other. We value
our diverse skills and talents,
and know we are stronger
together as one family.

Values

Collaboration
We work together with
customers and understand
that everyone has a role in
providing the best solution.

Reliability
We deliver what we promise.
We believe the quality
of our service defines
who we are.

Competition
We compete to win.
We know that competition
makes everyone stronger.

Creativity
We are resourceful.
We are innovative and strive
to apply the right technology
and solution every time.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comBoard Nominees (pages 11-13)

Proxy Statement Summary
Proxy Statement Summary

Director Highlights

10 Director

Nominees

5
>5-10 Years

Tenure Balance

3
0-5 Years

6.8 YEARS
AVERAGE
TENURE

2
>10 Years

Independence

1
Non-Independent

90%
INDEPENDENT

9
Independent

Diversity

5
Non-Diverse

50%
DIVERSE

5
Diverse

Director Experience

Energy Industry
● ● ● ● ● ● ● ● ● ●

Accounting/Finance
● ● ● ● ● ● ● ● ● ●

Technology/Engineering
● ● ● ● ● ● ● ● ● ●

Strategic Planning
● ● ● ● ● ● ● ● ● ●

International Business
● ● ● ● ● ● ● ● ●●

Health, Safety & Environment
and Sustainability
● ● ● ● ● ● ● ● ● ●

Abdulaziz F. Al Khayyal
Retired Senior
Vice President,
Industrial Relations,
Saudi Aramco
Age: 66
Director since 2014
INDEPENDENT

Committees:
●

William E. Albrecht
Non-Executive Chairman
of the Board of California
Resources Corporation
Age: 68
Director since 2016
INDEPENDENT

Committees:
● ●

M. Katherine Banks
Vice Chancellor of
Engineering and National
Laboratories, The Texas
A&M University System
Age: 60
Director since 2019
INDEPENDENT

Committees:
● ●

Alan M. Bennett
Retired President
and CEO of H&R
Block, Inc.
Age: 69
Director since 2006
INDEPENDENT

Committees:
★

Milton Carroll
Executive Chairman of
the Board of CenterPoint
Energy, Inc.
Age: 69
Director since 2006
INDEPENDENT

Nance K. Dicciani
Non-Executive Chair
of the Board
of AgroFresh Solutions, Inc.
Age: 72
Director since 2009
INDEPENDENT

Committees:

●

Committees:
★ ●

Murry S. Gerber
Retired Executive
Chairman of the Board
of EQT Corporation
Age: 67
Director since 2012
INDEPENDENT
Committees:
★ ●

Patricia Hemingway
Hall
Retired President and
Chief Executive Officer
of Health Care Services
Corporation
Age: 67
Director since 2019
INDEPENDENT
Committees:
●

Robert A. Malone
Executive Chairman,
President and Chief
Executive Officer of First
Sonora Bancshares, Inc.
Age: 68
Director since 2009
INDEPENDENT
Committees:
●

Jeffrey A. Miller
Chairman of the Board,
President and CEO
of Halliburton
Age: 56
Director since 2014
NOT INDEPENDENT
Committees:
None

Chair ● Audit ● Compensation ● Health, Safety and Environment Nominating and Corporate Governance

HALLIBURTON ❘ 2020 Proxy StatementProxy Statement Summary
Proxy Statement Summary

2019 Performance Highlights

2019 Revenue

Latin
America: 10%

Europe/Africa/
CIS: 15%

$22.4B

Middle
East/Asia:
22%

North
America: 53%

Safety and Service Quality
>20% Improvement

0.52

0.41

0.40

0.29

We generated $22.4 billion of total company revenue, with
improvements across all of our international regions. Our
international business outgrew the international rig count for the
second year in a row.

We achieved exceptional safety and service quality performance
during 2019. Our total recordable incident rate and non-
productive time improved over 20%, both historical bests
across our business. This is a result of our employees’ continued
commitment to safety and process execution.

Total Recordable Incident Rate

Non-Productive Time

2018

2019

Capital Discipline

$2.026B

24%

$1.530B

Cash Flow Execution

$2.445B

$0.915B

$0.100B

$0.630B

2018

2019

Operating Cash Flow

Free Cash Flow

Dividends

Share Repurchases

We quickly adapted to market conditions by reducing our capital
expenditures by 24% to approximately $1.5 billion in 2019.
These capital expenditures were predominantly made in our
Sperry Drilling, Production Enhancement, Artificial Lift, Wireline
and Perforating, and Production Solutions product service lines.

During 2019, we generated $2.4 billion of operating cash flow
and had $1.5 billion of capital expenditures, resulting in over
$900 million of free cash flow. This demonstrates our ability
to generate consistent free cash flow in different business
environments. We additionally returned over $700 million to
shareholders through dividends and share repurchases.
* Management believes free cash flow, defined as “operating
cash flow” less “capital expenditures”, is an important liquidity
measure and useful to investors and management for assessing
the business’s ability to generate cash.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProxy Statement Summary
Proxy Statement Summary

Named Executive Officers (page 25)

For 2019, our NEOs were:

Name

Age Occupation

Jeffrey A. Miller

56 Chairman, President and Chief Executive Officer

Lance Loeffler

Eric J. Carre

Joe D. Rainey

Executive Vice President and Chief Financial Officer

Executive Vice President – Global Business Lines

63 President – Eastern Hemisphere

Mark J. Richard

58 President – Western Hemisphere

Executive Compensation (pages 23-53)

Objectives (page 29)

Our executive compensation program is composed of base salary, a short-term incentive, and long-term incentives and is designed
to achieve the following objectives:

z Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term basis;

z Target market competitive pay levels with a comparator peer group;

z Emphasize operating performance drivers;

z Link executive pay to measures that drive shareholder value;

z Support our business strategies; and

z Maximize the return on our human resource investment.

2019 Shareholder Engagement

During 2019, members of our senior management team participated in over 100 shareholder meetings and 19 conferences. As is our
practice, in the fall of 2019, we also engaged in targeted outreach with numerous shareholders. During this fall outreach, we contacted
shareholders representing more than 50% of our outstanding common stock and met with many of those shareholders,
who collectively hold 31% of our outstanding common stock. We previewed changes to our compensation program under
consideration by our Compensation Committee and solicited their feedback on our compensation program, as well as
our company strategy and performance, corporate governance, sustainability, and other topics. Our newly-appointed
Compensation Committee Chair participated in this outreach effort. Based on the most recent feedback from shareholders,
we made several significant modifications to our compensation program for the 2020 plan year.

vii

HALLIBURTON ❘ 2020 Proxy StatementProxy Statement Summary

What we heard
(during our ongoing 2019 investor discussions)

What we did
(effective for the 2020 plan year)

Shareholders seek increased emphasis on free cash
flow and capital discipline

Shareholders support the use of three-year relative
ROCE for long-term incentives, but would like an
additional performance component directly linked to
stock price

Shareholders want more emphasis on performance-
based long-term incentives

Shareholders expressed concern about PUP awards
being paid 100% in cash

Replaced CVA with two distinct metrics that focus on our
ability to manage cash and generate earnings, given our
capital intensive, cyclically driven business. Short-term
incentives will be based on the following independent
metrics and weightings:
• 75% NOPAT
• 25% Asset Turns

Introduced a relative TSR modifier that compares
performance against the Oilfield Services Index (OSX);
modifier imposes an award penalty for bottom quartile
performance and provides an incentive for top quartile
performance

Changed the mix of long-term incentive vehicles for NEOs
(as illustrated below) to 70% performance units and 30%
restricted stock; stock options have been eliminated

Rebalanced the long-term incentive pay mix so that 65%
is delivered in equity; changed PUP cycle to issue awards
50% in stock and 50% in cash (contingent on three-year
performance period)

Increased Emphasis on Long-Term Performance-Based Equity

Historic Long-Term Incentive Mix

New Long-Term Incentive Mix

Stock Options
15%

Restricted
Stock
30%

50%
Equity-based

50%
Cash-based

Performance
Units
50%

65%
Equity-based

35%
Cash-based

Performance
Units
70%

Restricted
Stock
35%

viii

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comNotice of Annual Meeting
of Shareholders to be held
May 19, 2020

April 7, 2020

Halliburton Company, a Delaware corporation, will hold
its Annual Meeting of Shareholders on Tuesday, May 19,
2020, at 9:00 a.m. Central Daylight Time at its corporate
office at 3000 N. Sam Houston Parkway East, Life Center
- Auditorium, Houston, Texas 77032.

At the meeting, the shareholders will be asked to
consider and act upon the matters discussed in the
attached proxy statement as follows:

1. To elect the ten nominees named in the attached proxy
statement as Directors to serve for the ensuing year and until
their successors shall be elected and shall qualify.

2. To consider and act upon a proposal to ratify the appointment
of KPMG LLP as principal independent public accountants to
examine the financial statements and books and records of
Halliburton for the year ending December 31, 2020.

3. To consider and act upon advisory approval of our executive

compensation.

4. To consider and act upon a proposal to amend and restate the

Halliburton Company Stock and Incentive Plan.

5. To transact any other business that properly comes before the
meeting or any adjournment or adjournments of the meeting.

These items are fully described in the following pages, which are
made a part of this Notice. The Board of Directors has set the
close of business on March 20, 2020, as the record date for the
determination of shareholders entitled to notice of and to vote at
the meeting and at any adjournment of the meeting.

Internet Availability of Proxy Materials
On or about April 7, 2020, we mailed our shareholders a Notice
of Internet Availability of Proxy Materials containing instructions
on how to access our 2020 proxy statement and 2019 Annual
Report on Form 10-K and how to vote online. The notice also
provides instruction on how you can request a paper copy of

these documents if you desire. If you received your Annual Meeting
materials via e-mail, the e-mail contains voting instructions and links
to the proxy statement and Form 10-K on the Internet.

If You Plan to Attend
Attendance at the meeting is limited to shareholders and one
guest each. Admission will be on a first-come, first-served
basis. Registration will begin at 8:00 a.m., and the meeting
will begin at 9:00 a.m. Each shareholder holding stock in a
brokerage account will need to bring a copy of a brokerage
statement reflecting stock ownership as of the record date.
Please note that you will be asked to present valid picture
identification, such as a driver’s license or passport.

Potential Impact of Coronavirus (COVID-19)
Pandemic on Meeting
We intend to hold our Annual Meeting in person. However,
developments regarding the coronavirus (COVID-19) pandemic
may change this. We are sensitive to the public health concerns
our shareholders may have and the protocols that federal, state,
and local governments may impose. In the event it is not possible
or advisable to hold our Annual Meeting in person, we will announce
alternative arrangements for the meeting as promptly as practicable,
which may include holding the meeting solely by means of remote
communication. We may also need to change the date or the time
of the meeting. Please monitor our website at www.halliburton.
com for updated information. If you are planning to attend our
meeting, please check the website one week prior to the meeting
date. As always, we encourage you to vote your shares prior to
the Annual Meeting.

It is important that you retain a copy of the control number
found on the proxy card, voting instruction form, or Notice of
Internet Availability of Proxy Materials, as such number will
be required in order for shareholders to gain access to any
meeting held solely by means of remote communication.

By order of the Board of Directors,

Robb L. Voyles
Executive Vice President, Secretary and Chief Legal Officer

You are urged to vote your shares as promptly as possible by following the voting instructions in the Notice of Internet
Availability of Proxy Materials.

Corporate Governance

Corporate Governance Guidelines and Committee Charters

Our Board has long maintained a formal statement of its
responsibilities and guidelines to ensure effective governance in all
areas of its responsibilities. Our Corporate Governance Guidelines
are available on our website at www.halliburton.com by clicking
on the tab “About Us”, and then the “Corporate Governance”
link. The guidelines are reviewed periodically and revised as
appropriate to reflect the dynamic and evolving processes relating
to corporate governance, including the operation of the Board.

In order for our shareholders to understand how the Board
conducts its affairs in all areas of its responsibility, the full text
of the charters of our Audit; Compensation; Health, Safety
and Environment; and Nominating and Corporate Governance
Committees are also available on our website.

Except to the extent expressly stated otherwise, information
contained on or accessible from our website or any other website
is not incorporated by reference into and should not be considered
part of this proxy statement.

Code of Business Conduct

Our Code of Business Conduct, which applies to all of our
employees and Directors and serves as the code of ethics for
our principal executive officer, principal financial officer, principal
accounting officer or controller, and other persons performing

similar functions, is available on our website. Any waivers to our
Code of Business Conduct for our Directors or executive officers
can only be made by our Audit Committee. There were no waivers
of the Code of Business Conduct in 2019.

Related Persons Transactions Policy

Our Board has adopted a written policy governing related
persons transactions as part of the Board’s commitment to
good governance and independent oversight. The policy covers
transactions involving any of our Directors, executive officers,
nominees for Director, greater than 5% shareholders, or any of
their immediate family members, among others.

Under the policy, we generally only enter into or ratify related
persons transactions when the Board determines such
transactions are in our best interests and the best interests of
our shareholders. In determining whether to approve or ratify a
related persons transaction, the Board will consider the following
factors and other factors it deems appropriate:

The types of transactions covered by this policy are transactions,
arrangements, or relationships, or any series of similar
transactions, arrangements, or relationships, including any
indebtedness or guarantee of indebtedness, in which (1) we or any
of our subsidiaries were or will be a participant, (2) the aggregate
amount involved exceeds $120,000 in any calendar year, and
(3) any related person had, has, or will have a direct or indirect
material interest.

zz whether the related persons transaction is on terms comparable
to terms generally available with an unaffiliated third party under
the same or similar circumstances;

zz the benefits of the transaction to us;

zz the extent of the related person’s interest in the transaction; and

zz whether there are alternative sources for the subject matter of

the transaction.

HALLIBURTON ❘ 2020 Proxy StatementThe Board of Directors and Standing
Committees of Directors

The Board has standing Audit; Compensation; Health, Safety
and Environment; and Nominating and Corporate Governance
Committees. Each standing Committee is comprised of Directors
who, in the business judgment of the Board, are independent, after
considering all relevant facts and circumstances, including the
independence standards set forth in our Corporate Governance
Guidelines.

Our independence standards meet New York Stock Exchange, or
NYSE, independence requirements. Our independence standards
and compliance with those standards are periodically reviewed
by the Nominating and Corporate Governance Committee. There
were no relevant transactions, arrangements, or relationships not
disclosed in this proxy statement that were considered by the
Board in making its determination as to the independence of the
Directors.

Board Leadership

Our Board believes that it is important to maintain flexibility to
determine the appropriate leadership of the Board and whether
the roles of Chairman and Chief Executive Officer should be
combined or separate. Our Corporate Governance Guidelines
provide that the Board consider annually whether it is appropriate
for the same individual to fill both of those roles. When making
that determination, the Board considers issues such as industry
and financial expertise, in-depth knowledge of Halliburton and its
business, and succession planning. In 2019, the Board decided
that a combined leadership role would currently best serve the
needs of the Company and its shareholders. The Board believes
that Jeffrey A. Miller, our Chairman, President and Chief Executive

Officer, with his industry expertise, financial expertise, and
in-depth knowledge of Halliburton and its business, is the correct
person to fill both roles. The Board also believes that Mr. Miller is
best suited to lead the Board’s discussion and evaluation of the
Company’s business, financial, and health, safety, environment
and sustainability strategy and performance. With the exception
of Mr. Miller, the Board is composed of independent Directors.

Robert A. Malone is our Lead Independent Director. The Lead
Independent Director’s role and responsibilities are set forth in
the Lead Independent Director Charter adopted by the Board.
These include the following:

liaises between the independent Directors and
the Chairman

advises management on and approves information
sent to the Board

approves agendas for Board meetings

approves schedules for meetings of the Board

presides over meetings and executive sessions
of the independent Directors

authorizes the retention of outside advisors and
consultants who report directly to the Board

leads the Board’s annual evaluation of the CEO

schedules meetings of the independent Directors as
appropriate

Robert A.
Malone
LEAD INDEPENDENT
DIRECTOR

Our Lead Independent Director Charter is available on our website at www.halliburton.com.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comThe Board of Directors and Standing Committees of Directors

Board and Committee Risk Oversight

We have implemented an Enterprise Risk Management (ERM)
program to identify and analyze enterprise-level risks and their
potential impact on our business. The objectives of our ERM
program are to:

zz increase the probability of achieving higher returns on capital

and reducing cash flow volatility by identifying:

zz current and developing risks; and

zz significant controls and potential gaps related to identified

risks;

zz ensure that our key risks are being effectively managed; and

zz assess whether our compensation policies are reasonably likely

to have a materially adverse effect on us.

Our internal processes to identify and manage risks include our
Code of Business Conduct, extensive policies and business
practices, our financial controls, Internal Assurance Services

audits of our internal controls and health, safety, environment,
and sustainability, the activities of the Ethics & Compliance group
of the Law Department, and our ERM program.

The Board provides oversight of the ERM program. The Audit
Committee receives an annual ERM report on risk assessment
and risk management in which risks are identified and assigned
a significance rating based on potential consequences of the risk
and the likelihood of occurrence.

Our Chief Executive Officer, who is primarily responsible for
managing our day-to-day business, is ultimately responsible
to the Board for all risk categories. Our executive officers are
assigned responsibility for the various risk categories. The Board
has delegated to its Committees the responsibility to monitor
certain risks and receive regular updates on those risks. Certain
risks monitored by each Committee are shown below.

Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate
Governance Committee

Health, Safety and
Environment Committee

zz Financial reporting and

zz Evolving competitive

zz Corporate governance

zz Catastrophic events from

internal controls

zz Cybersecurity

zz Compliance with

anti-corruption laws and
regulations

landscape

zz Board and management

zz Compensation-related

succession

risk

wellsite activities

zz Compliance with

radioactive/explosives
regulations

Independent Committees
The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all shareholders.
All standing Committees of the Board are comprised solely of independent Directors. We have established processes for the effective
oversight of critical issues entrusted to independent Directors, such as:

zz the integrity of our financial statements;

zz membership of our independent Committees;

zz CEO and senior management compensation;

zz Board, Committee, and Director evaluations; and

zz CEO and senior management succession planning;

zz nominations of Directors.

zz the election of our Lead Independent Director;

HALLIBURTON ❘ 2020 Proxy StatementThe Board of Directors and Standing Committees of Directors

Members of the Committees of Our Board of Directors

Audit Committee

Compensation Committee

Health, Safety and
Environment Committee

Nominating and Corporate
Governance Committee

M. Katherine Banks

William E. Albrecht

Abdulaziz F. Al Khayyal

Alan M. Bennett*

Milton Carroll

Nance K. Dicciani

Murry S. Gerber*

Murry S. Gerber

Patricia Hemingway Hall

William E. Albrecht

M. Katherine Banks

Nance K. Dicciani*

Robert A. Malone

Alan M. Bennett

Milton Carroll*

Patricia Hemingway Hall

Robert A. Malone

* Chair

Audit Committee

2019 Meetings

Committee Members

Responsibilities

M. Katherine Banks
Alan M. Bennett (Chair)
Nance K. Dicciani
Murry S. Gerber

zz Recommending to the Board the appointment of the independent public

accountants to audit our financial statements (the principal independent public
accountants);

zz Together with the Board, being responsible for the appointment, compensation,
retention, oversight of the work, and evaluation of the principal independent
public accountants;

zz Reviewing the scope of the principal independent public accountants’

examination;

zz Reviewing the scope of activities of Internal Assurance Services and the Ethics &

Compliance group;

zz Reviewing our financial statements and our significant financial policies and

accounting systems and controls; and

zz Approving the services to be performed by the principal independent public

accountants.

The Board has determined that all members of the Audit Committee are
independent under our Corporate Governance Guidelines. The Board has
determined that Alan M. Bennett, Nance K. Dicciani, and Murry S. Gerber are
“audit committee financial experts” as defined by the Securities and Exchange
Commission, or SEC. A copy of the Audit Committee Charter is available on our
website at www.halliburton.com.

Compensation Committee

2019 Meetings

Committee Members

Responsibilities

William E. Albrecht
Milton Carroll
Murry S. Gerber (Chair)
Patricia Hemingway Hall
Robert A. Malone

zz Developing an overall executive compensation philosophy and strategy;

zz Overseeing the effectiveness of our compensation program in attracting, retaining,

and motivating key employees;

zz Utilizing our compensation program to reinforce business strategies and

objectives to enhance shareholder value;

zz Administering our compensation program, including our incentive plans, in a fair
and equitable manner consistent with established policies and guidelines while
monitoring risks associated with compensation plans; and

zz Performing additional roles and activities with respect to executive compensation

as described under Compensation Discussion and Analysis.

A copy of the Compensation Committee Charter is available on our website at
www.halliburton.com.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com

The Board of Directors and Standing Committees of Directors

Health, Safety and Environment Committee

2019 Meetings

Committee Members

Responsibilities

Abdulaziz F. Al Khayyal
William E. Albrecht
M. Katherine Banks
Nance K. Dicciani (Chair)

zz Reviewing and assessing our health, safety, environmental, and sustainable

development policies and practices;

zz Overseeing the communication, implementation, and compliance with these

policies, as well as applicable goals and legal requirements; and

zz Assisting the Board with oversight of our risk-management processes relating to

health, safety, the environment, and sustainability.

A copy of our Health, Safety and Environment Committee Charter is available on
our website at www.halliburton.com.

Nominating and Corporate Governance Committee

2019 Meetings

Committee Members

Responsibilities

Abdulaziz F. Al Khayyal
Alan M. Bennett
Milton Carroll (Chair)
Patricia Hemingway Hall
Robert A. Malone

zz Reviewing and recommending revisions to our Corporate Governance Guidelines;

zz Overseeing our Director self-evaluation process and performance reviews;

zz Identifying and screening candidates for Board and Committee membership;

zz Reviewing the overall composition profile of the Board for the appropriate mix of

skills, characteristics, experience, and expertise;

zz Reviewing and making recommendations on Director compensation; and

zz Reviewing the management succession planning process.

A copy of our Nominating and Corporate Governance Committee Charter is
available on our website at www.halliburton.com.

Board Attendance
During 2019, the Board held 4 meetings and met in Executive Session, without management present, on 4 occasions.

Committee meetings were held as follows:

Audit Committee

Compensation Committee

Health, Safety and Environment Committee

Nominating and Corporate Governance Committee

Nine members of the Board attended 100% of the total number of meetings of the Board and the Committees on which he or she
served during 2019 and all members of the Board attended at least 94% of those meetings.

All of our Directors attended the 2019 Annual Meeting, as required by our Corporate Governance Guidelines.

HALLIBURTON ❘ 2020 Proxy StatementThe Board of Directors and Standing Committees of Directors

Evaluation of Board and Director Performance

The Board believes that a rigorous evaluation process is an
essential component of strong corporate governance practices.
The Nominating and Corporate Governance Committee annually
conducts a three-part evaluation process to evaluate Board
effectiveness and aid in succession planning. This process
consists of a full Board evaluation, Committee evaluations,
and individual Director evaluations. The evaluations, which are
distributed and obtained through a third party platform, seek
feedback on Board and Committee performance, processes,

effectiveness, and opportunities for improvement. The results of
the evaluations are reviewed and discussed with the Board, its
Committees, and each individual Director.

As part of the annual process, each Director also completes a skill
set survey. The Board uses the survey responses to evaluate the
experience and expertise of existing Directors and to identify the
skills and characteristics of future Director candidates to achieve
and maintain an optimum mix of skills and characteristics.

PROCESS IS INITIATED

EVALUATION

ANALYSIS

Completed
questionnaires
are analyzed and
summarized by
the chair of the
Nominating and
Corporate Governance
Committee. A skill set
matrix is created from
the survey responses.

The Nominating and
Corporate Governance
Committee reviews and
approves the process to
evaluate the performance
of the Board of Directors,
its four standing
Committees (Audit;
Compensation; Health,
Safety and Environment;
and Nominating and
Corporate Governance),
and each individual
Director. The Committee
also approves a skill set
survey.

Questionnaires are
distributed through a
third party web-based
platform. This process
encourages candid
responses from our
Directors and promotes
productive discussions.

Each Director
completes written
questionnaires that
are designed to gather
suggestions to improve
Board, Committee, and
Director performance
and effectiveness and
to identify opportunities
for improvement. The
questionnaires solicit
feedback on a range of
issues, including:

• Board operations
• succession planning
• Committee

composition,
processes, and
responsibilities

• information flow from

management
• overall Board
dynamics

• Director preparation,
participation, and
contribution

• alignment of skills

and characteristics to
business needs and
strategy
• leadership
• agenda topics

PRESENTATION OF
FINDINGS

The chair of
the Nominating
and Corporate
Governance
Committee reviews
the results of the
evaluations with
the full Board and
each Committee to
determine whether
changes are needed
to their structure
or processes.
Discussions are
held with individual
Directors by the chair
of the Nominating
and Corporate
Governance
Committee or the
Lead Independent
Director, as necessary.
The completed
skill set matrix
is considered in
identifying those skills
and characteristics
suitable for future
Director candidates.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comThe Board of Directors and Standing Committees of Directors

Shareholder Nominations of Directors

Our By-laws provide that shareholders may nominate persons for
election to the Board at a meeting of shareholders.

Shareholder nominations require written notice to the Corporate
Secretary at the address of our principal executive offices set
forth on page 60 of this proxy statement, and for the Annual
Meeting of Shareholders in 2021, must be received not less than
90 days nor more than 120 days prior to the anniversary date
of the 2020 Annual Meeting of Shareholders, or no later than
February 18, 2021, and no earlier than January 19, 2021. The
shareholder notice must contain, among other things, certain
information relating to the shareholder and the proposed nominee
as described in our By-laws. In addition, the proposed nominee
may be required to furnish other information as we may reasonably
require to determine the eligibility of the proposed nominee to
serve as a Director.

Our By-laws also provide for proxy access for shareholder
nominations of directors. The provision permits up to 20

shareholders owning 3% or more of our outstanding common
stock continuously for at least three years to nominate and include
in our proxy materials for a meeting of shareholders up to two
directors or 20% of the Board, whichever is greater, provided that
the shareholder(s) and the nominee(s) satisfy the requirements
specified in the By-laws.

Our By-laws further provide that if a shareholder owning at least
1% of our issued and outstanding common stock continuously
for at least one year as of the date the written notice of the
nomination is submitted to us proposes a nominee not submitted
under the proxy access provision, our Corporate Secretary will
(i) obtain from such nominee any additional relevant information
the nominee wishes to provide in consideration of his or her
nomination, (ii) report on each such nominee to the Nominating
and Corporate Governance Committee, and (iii) facilitate having
each such nominee meet with the Nominating and Corporate
Governance Committee as the Committee deems appropriate.

Qualifications of Directors

Candidates nominated for election or reelection to the Board should possess the following qualifications:

zz Personal characteristics:

zz high personal and professional ethics, integrity, and values;

zz an inquiring and independent mind; and

zz practical wisdom and mature judgment;

zz Broad training and experience at the policy-making level in

business, government, education, or technology;

zz Expertise that is useful to us and complementary to the
background and experience of other Board members, so that
an optimum balance of experience and expertise of members
of the Board can be achieved and maintained;

zz Willingness to devote the required amount of time to carry out

the duties and responsibilities of Board membership;

zz Commitment to serve on the Board for several years to develop

knowledge about our business;

zz Willingness to represent the best interests of all of our
shareholders and objectively evaluate management
performance; and

zz Involvement only in activities or interests that do not create
a conflict with the Director’s responsibilities to us and our
shareholders.

The Nominating and Corporate Governance Committee is
responsible for assessing the appropriate mix of skills and
characteristics required of Board members and periodically
reviews and updates the criteria. In selecting Director nominees,
the Board considers the personal characteristics, experience, and
other criteria as set forth in our Corporate Governance Guidelines,
as well as our specific needs and the needs of our Board at
the time.

We value all types of diversity, including diversity of our Board.
In evaluating the overall qualifications of a potential nominee, the
Committee and Board take into account overall Board diversity in
personal background, race, gender, age, and nationality.

Process for the Selection of New Directors
The Board is responsible for filling vacancies on the Board
and ensuring regular refreshment of the Board. Our Corporate
Governance Guidelines provide that each non-management
Director shall retire from the Board immediately prior to the annual
meeting of shareholders following his or her seventy-second
(72nd) birthday. The Board has delegated to the Nominating
and Corporate Governance Committee the duty of selecting
and recommending candidates to the Board for approval. The

Nominating and Corporate Governance Committee will consider
candidates for Board membership recommended by Board
members, our management, and shareholders. The Committee
may also retain an independent executive search firm to identify
candidates for consideration and to gather additional information
about the candidate’s background, experience, and reputation. A
shareholder who wishes to recommend a candidate should notify
our Corporate Secretary.

HALLIBURTON ❘ 2020 Proxy StatementThe Board of Directors and Standing Committees of Directors

The Nominating and Corporate Governance Committee, in
consultation with the Board, will determine the specific criteria
for a new Director candidate. After the Nominating and Corporate
Governance Committee identifies a candidate, the Committee will
determine the appropriate method to evaluate the candidate. The
preliminary determination regarding a candidate is based on the
likelihood that the candidate will meet the Board membership
criteria listed in our Corporate Governance Guidelines. The
Committee will determine, after discussion with the Chairman of

the Board and other Board members, whether a candidate should
continue to be considered. If a candidate warrants additional
consideration, the Committee and others, as appropriate, will
interview the candidate. Once the evaluation and interviews are
completed, the Committee will recommend to the Board whether
the candidate should be appointed to the Board or proposed
for election by shareholders and the Board will act on such
recommendation.

IDENTIFICATION OF
QUALIFIED
CANDIDATES

Nominating and
Corporate Governance
Committee considers
candidates for Board
membership
recommended by Board
members, management,
and shareholders

DUE DILIGENCE
SCREENING

Review of qualifications
to determine if
candidate meets Board
membership criteria

MEETINGS WITH
SHORTLISTED
CANDIDATES

Committee members
and, as appropriate,
other Board members
and management
interview the shortlisted
candidates

DECISION AND
NOMINATION

Selection of Director
nominees best
qualified to serve the
interests of Halliburton
shareholders

Communication to the Board

To foster better communication from our shareholders and other interested persons, we maintain a process for shareholders and
others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and
the Board and meets the requirements of the NYSE and the SEC. The methods of communication with the Board include telephone,
mail, and e-mail.

888.312.2692
or
770.613.6348

Board of Directors
c/o Director of Business Conduct
Halliburton Company
P.O. Box 42806
Houston, Texas 77242-2806
USA

BoardofDirectors@halliburton.com

Our Director of Business Conduct, an employee, reviews all
communications directed to the Audit Committee and the
Board. The Chair of the Audit Committee is promptly notified
of any substantive communication involving accounting, internal
accounting controls, or auditing matters. The Lead Independent
Director is promptly notified of any other significant communication,
and any Board-related matters which are addressed to a
named Director are promptly sent to that Director. Copies of all
communications are available for review by any Director. Some
communications, such as advertisements, business solicitations,
junk mail, resumes, and any communication that is overly

hostile, threatening, or illegal, will not be forwarded to the Board.
Communications may be made anonymously or confidentially.
Confidentiality shall be maintained unless disclosure is:

zz required or advisable in connection with any governmental

investigation or report;

zz in the interests of Halliburton, consistent with the goals of our

Code of Business Conduct; or

zz required or advisable in our legal defense of a matter.

Information regarding these methods of communication is also
on our website at www.halliburton.com.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProposal No. 1 Election of Directors

In considering whether a current Director should be nominated for
election as a Director, the Nominating and Corporate Governance
Committee and the Board considered, among other matters, the
expertise and experience of the Director, the annual performance
evaluation of the Director, the Director’s attendance at, preparation
for, and engagement in Board and Committee meetings, the

diversity of the Board, the tenure of the Director, and the overall
distribution of tenure among Directors to ensure sufficient
experience with the Company’s operations, performance, and
technology and the cycles of the industry. A summary of the
qualifications and experience of our non-management Directors
is provided under Information about Nominees for Director.

AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED UNDER
INFORMATION ABOUT NOMINEES FOR DIRECTOR.

The ten nominees are all current Directors. If any nominee is
unwilling or unable to serve, favorable and uninstructed proxies
will be voted for a substitute nominee designated by the Board.
If a suitable substitute is not available, the Board will reduce the
number of Directors to be elected. Each nominee has indicated
approval of his or her nomination and his or her willingness to
serve if elected. The Directors elected will serve for the ensuing
year and until their successors are elected and qualify.

Our Corporate Governance Guidelines provide that each
non-management Director shall retire from the Board immediately
prior to the annual meeting of shareholders following his or

her seventy-second (72nd) birthday. Though she has reached
age 72, the Board has requested that Nance K. Dicciani, Chair
of the Board’s Health, Safety and Environment Committee and a
long-term member of the Audit Committee, stand for reelection.
Given the several recent additions to our Board and the Board’s
tenure balance, the Board believes that it is in the best interest of
the Company and its shareholders to retain Ms. Dicciani’s intimate
knowledge of the Company, its health, safety, environment, and
sustainability matters, and its financial statements and significant
accounting systems and controls.

HALLIBURTON ❘ 2020 Proxy StatementElection of Directors

NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE

al
y
y
a
h

A. F. Al K

ht
c
re

W. E. Alb

s
k
n
a

M. K. B

ett
n
n
e

A. M. B

roll
r
a
M. C

ni
cia

N. K. Dic

r
e
b
r
e

M. S. G

y
a
w
g
min
P. H
all
H

e
n
alo

R. A. M

2014

2026

2016

2024

2019

2032

2006

2023

2006

2023

2009

2020*

2012

2025

2019

2024

2009

2024

•
•
•
•
•
•

•

A
A
A
A
A
A
A
A
A
A
A

•

•
•
•
•

•

A
A
A
A
A
A
A
A
A
A
A

•
•
•
•
•
•
•
•

B
A
A
A

A
A
A
A
A
B

•

•
•

•

•
•

A
A
A
A
A
A
A
A
A
A
A

•
•
•
•
•
•
•
•
•

B
A
A
A

B
A

•
•
•
•

•

A
A
A
A
A
A
A
A
A
A
A

•

•
•
•
•
•

•

A
A
A
A
A
A
A
A
A
A
A

•
•
•
•
•
•

•

A
A
A
A
A

A
A

•

•
•
•
•
•

•

A
A
A
A
A
A
A
A
A
A
A

TENURE
Year Elected
Mandatory Retirement

GENERAL
Independence
Diversity
Board or Board Committee Leadership
Public Company Experience
Private Company Experience
Not-for-Profit Experience
Government Experience
Academia
Community Leadership/Philanthropic

DECISION-MAKING EXPERIENCE AT EXECUTIVE
LEVEL OR OTHER SUBSTANTIAL EXPERIENCE
Energy Industry
Accounting/Finance
Technology/Engineering
Legal/Compliance
Mergers & Acquisitions
Human Resources/Compensation
Strategic Planning
International Business
Health, Safety & Environment and Sustainability
Public Policy
Corporate Governance

LEGEND
A Decision-making experience at Executive or Board level
B Other Substantial Experience

* As discussed above, the Board requested that Ms. Dicciani continue to serve beyond her retirement date.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com

Proposal No. 1 Election of

Directors

Election of Directors

Information about Nominees for Director

ABDULAZIZ F. AL KHAYYAL

Professional Experience:
zz Retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest

producer of crude oil)

zz Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of Saudi

Aramco from 2004 to 2014

Age 66

Director
since: 2014

INDEPENDENT

Skills and Expertise:
The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional
knowledge of the energy industry, including significant international industry experience and executive experience with
the world’s largest producer of crude oil.

Other Company Directorships:
zz Marathon Petroleum Corporation (since 2016)

Former Directorships in the Past 5 Years:
zz None

WILLIAM E. ALBRECHT

Professional Experience:
zz Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas

exploration and production company) since 2016 and Executive Chairman of the Board from 2014 to 2016

zz Vice President of Occidental Petroleum Corporation from 2008 to 2014
zz President of Oxy Oil & Gas, Americas from 2012 to 2014

Age 68

Director
since: 2016

INDEPENDENT

Skills and Expertise:
The Board determined that Mr. Albrecht should be nominated for election as a Director because of his extensive
experience in the domestic oil and natural gas industry and executive experience with a public oil and gas exploration
and production company and an international offshore drilling company.

Other Company Directorships:
zz Lead Independent Director of Valaris plc (since 2019)

Former Directorships in the Past 5 Years:
zz Chairman of the Board and director of Rowan

Companies plc (2015-2019)

M. KATHERINE BANKS

Professional Experience:
zz Vice Chancellor of Engineering and National Laboratories for The Texas A&M University System and Dean of the

College of Engineering at Texas A&M University (a public research university) since 2012

Skills and Expertise:
The Board determined that Dr. Banks should be nominated for election as a Director because of her extensive
experience in engineering and technology and executive experience in leading one of the largest engineering schools in
the country and overseeing the engineering, academic, and research programs at seven universities.

Other Company Directorships:
zz None

Former Directorships in the Past 5 Years:
zz None

Age 60

Director
since: 2019

INDEPENDENT

ALAN M. BENNETT

Professional Experience:
zz Retired President and Chief Executive Officer of H&R Block, Inc. (a tax and financial services provider)
zz President and Chief Executive Officer of H&R Block, Inc. from 2010 to 2011
zz Interim Chief Executive Officer of H&R Block, Inc. from 2007 to 2008
zz Senior Vice President and Chief Financial Officer of Aetna, Inc. from 2001 to 2007

Age 69

Director
since: 2006

INDEPENDENT

Skills and Expertise:
The Board determined that Mr. Bennett should be nominated for election as a Director because of his business and
financial expertise, ranging from internal audit to corporate controller to chief financial officer of a large, public company.
He is a certified public accountant and also has chief executive officer experience.

Other Company Directorships:
zz Fluor Corporation (since 2011)
zz TJX Companies, Inc. (since 2007)

Former Directorships in the Past 5 Years:
zz None

HALLIBURTON ❘ 2020 Proxy StatementElection of Directors

MILTON CARROLL

Professional Experience:
zz Executive Chairman of the Board of CenterPoint Energy, Inc. (a public utility holding company) since 2013. In that role,

Mr. Carroll’s primary function is to provide leadership for the CenterPoint Board and to coordinate its activities.

zz Non-Executive Chairman of the Board of CenterPoint Energy, Inc. from 2002 to 2013

Age 69

Director
since: 2006

INDEPENDENT

Skills and Expertise:
The Board determined that Mr. Carroll should be nominated for election as a Director because of his public company
board experience, corporate governance expertise, and knowledge of the oil and gas services industry. The Board also
determined that Mr. Carroll’s duties as Chairman of CenterPoint do not impede his ability to fulfill his responsibilities as a
Director.

Other Company Directorships:
zz Chairman of Health Care Service Corporation

(since 2002)

Former Directorships in the Past 5 Years:
zz LyondellBasell Industries (2010-2016)
zz Western Gas Holdings, LLC, the general partner of

Western Gas Partners L.P. (2008-2019)

zz Western Midstream Partners, LP
(February 2019-August 2019)

NANCE K. DICCIANI

Professional Experience:
zz Non-Executive Chair of the Board of AgroFresh Solutions, Inc. (a global leader in advanced proprietary technologies

for the horticultural market) since 2015

zz Interim Co-Principal Executive Officer of AgroFresh Solutions, Inc. from March 2016 to October 2016
zz President and Chief Executive Officer of Honeywell International Specialty Materials (a diversified technology and

manufacturing company) from 2001 to 2008

Skills and Expertise:
The Board determined that Ms. Dicciani should be nominated for election as a Director because of her technical
expertise in the chemical industry, international operations expertise, executive experience as a chief executive officer
of a multi-billion dollar strategic business group of a major multinational corporation, and her intimate knowledge of
Halliburton’s health, safety, environment, and sustainability matters.

Age 72

Director
since: 2009

INDEPENDENT

Other Company Directorships:
zz LyondellBasell Industries (since 2013)
zz Linde plc (since 2018)

Former Directorships in the Past 5 Years:
zz Praxair, Inc. (2008-2018)

MURRY S. GERBER

Professional Experience:
zz Retired Executive Chairman of the Board of EQT Corporation (a leading producer of unconventional natural gas)
zz Executive Chairman of the Board of EQT Corporation from 2010 to 2011
zz Chairman and Chief Executive Officer of EQT Corporation from 2000 to 2010
zz Chief Executive Officer and President of EQT Corporation from 1998 to 2007

Age 67

Director
since: 2012

INDEPENDENT

Skills and Expertise:
The Board determined that Mr. Gerber should be nominated for election as a Director because of his executive
leadership skills and extensive business experience in the energy industry and domestic unconventional oil and natural
gas basins.

Other Company Directorships:
zz BlackRock, Inc. (since 2000)
zz United States Steel Corporation (since 2012)

Former Directorships in the Past 5 Years:
zz None

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comElection of Directors

PATRICIA HEMINGWAY HALL

Professional Experience:
zz Retired President and Chief Executive Officer of Health Care Service Corporation (nation’s largest mutual health

insurance company which operates five Blue Cross and Blue Shield Plans)
zz Chief Executive Officer of Health Care Service Corporation from 2008 to 2015
zz President of Health Care Services Corporation from 2007 to 2015

Age 67

Director
since: 2019

INDEPENDENT

Skills and Expertise:
The Board determined that Ms. Hemingway Hall should be nominated for election as a Director because of her
executive leadership skills, business experience, public company board experience, and substantial corporate
governance experience.

Other Company Directorships:
zz ManpowerGroup Inc. (since 2011)
zz Cardinal Health, Inc. (since 2013)

Former Directorships in the Past 5 Years:
zz Celgene Corporation (2018-2019)

ROBERT A. MALONE

Professional Experience:
zz Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. (a bank holding company)

since 2014

zz Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (a community bank

owned by First Sonora Bancshares, Inc.) since 2014

zz Executive Vice President of BP plc, and Chairman of the Board and President, BP America Inc. (one of the nation’s

largest producers of oil and natural gas) from 2006 to 2009

Skills and Expertise:
The Board determined that Mr. Malone should be nominated for election as a Director because of his energy industry
expertise and executive leadership experience, including crisis management and safety performance.

Age 68

Director
since: 2009

INDEPENDENT

Other Company Directorships:
zz Non-Executive Chairman of the Board of Peabody

Former Directorships in the Past 5 Years:
zz None

Energy Corporation (since 2016) following the
Company’s emergence from bankruptcy and director
(since 2009)

zz Teledyne Technologies Incorporated (since 2015)
zz BP Midstream Partners GP LLC, the general partner of

BP Midstream (since 2017)

JEFFREY A. MILLER

Professional Experience:
zz Chairman of the Board, President and Chief Executive Officer of Halliburton since 2019
zz Member of the Board of Directors, and President and Chief Executive Officer of Halliburton from 2017 to 2018
zz Member of the Board of Directors and President of Halliburton from 2014 to 2017

Skills and Expertise:
The Board determined that Mr. Miller should be nominated for election as a Director because of his energy industry
expertise, executive and business development experience, and in-depth knowledge of Halliburton’s global operations.

Other Company Directorships:
zz None

Former Directorships in the Past 5 Years:
zz Atwood Oceanics, Inc. (2013-2017)

Age 56

Director
since: 2014

CHAIRMAN,
PRESIDENT
AND CHIEF
EXECUTIVE
OFFICER

HALLIBURTON ❘ 2020 Proxy StatementDirectors’ Compensation

Directors’ Fees

All non-management Directors receive an annual retainer of
$115,000, which remains unchanged since 2014. The Lead
Independent Director receives an additional annual retainer of
$30,000, and the chair of each Committee receives an additional
annual retainer for serving as chair as follows: Audit - $25,000;

Compensation - $20,000; Health, Safety and Environment -
$15,000; and Nominating and Corporate Governance - $15,000.
Non-management Directors are permitted to defer all or part of
their fees under the Directors’ Deferred Compensation Plan.

Directors’ Equity Awards

All non-management Directors receive an annual equity award with
a value of approximately $185,000, which remains unchanged
since 2014, consisting of restricted stock units (RSUs), each of
which represents the right to receive a share of common stock
at a future date. These annual awards are made on or about the
first day of August. The actual number of RSUs is determined
by dividing $185,000 by the average of the closing price of
our common stock on the NYSE on each business day during
the month of July. The value of the award may be more or less
than $185,000 based on the methodology described above for
determining the number of RSUs to be awarded and the closing
price of our common stock on the NYSE on the date of the
award. Non-management Directors are permitted to defer all of
their RSUs under the Directors’ Deferred Compensation Plan.

Additionally, when a non-management Director first joins the
Board, he or she receives an equity award shortly thereafter of
RSUs equal to a prorated value of the annual equity award of
$185,000. The factor used to determine the prorated award is
the number of whole months of service from the beginning of the
month in which Board service begins to the following first of August
divided by 12. The number of RSUs awarded is determined by
dividing the prorated award amount by the average of the closing
price of our common stock on the NYSE on each business day
during the month immediately preceding the Director joining the
Board.

Directors may not sell, assign, otherwise transfer, or
encumber restricted shares (which were previously granted to
non-management Directors) or RSUs until the restrictions are
removed. Restrictions on RSUs lapse 25% a year over four years
of service with the applicable underlying shares of common stock
distributed annually to the non-management Director unless the
Director elected to defer receipt of the shares under the Directors’
Deferred Compensation Plan. If a non-management Director
has a separation of service from the Board before completing
four years of service from the applicable award date, any
unvested RSUs would be forfeited, unless the Board determines
to accelerate vesting. Restrictions on restricted shares and RSUs
lapse following termination of Board service only under specified
circumstances, which include death or disability, retirement under
the Director mandatory retirement policy, or early retirement after
at least four years of service.

During the restriction period, Directors have the right to (i) vote
restricted shares, but not shares underlying RSUs, and (ii) receive
dividends or dividend equivalents in cash on restricted shares
and RSUs that have not been deferred. RSUs that have been
deferred receive dividend equivalents under the Directors’
Deferred Compensation Plan.

Directors’ Deferred Compensation Plan

The Directors’ Deferred Compensation Plan is a nonqualified
deferred compensation plan and participation is completely
voluntary. Under the plan, non-management Directors are
permitted to defer all or part of their retainer fees and all of
the shares of common stock underlying their RSUs when they
vest. If a non-management Director elects to defer retainer fees
under the plan, then the Director may elect to have his or her
deferred fees accumulate under an interest-bearing account or
translate on a quarterly basis into Halliburton common stock

equivalent units (SEUs) under a stock equivalents account. If a
non-management Director elects to defer receipt of the shares
of common stock underlying his or her RSUs when they vest,
then those shares are retained as deferred RSUs under the plan.
The interest-bearing account is credited daily with interest at the
prime rate of Citibank, N.A. The SEUs and deferred RSUs are
credited quarterly with dividend equivalents based on the same
dividend rate as Halliburton common stock and those amounts
are translated into additional SEUs or RSUs, respectively.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comDirectors’ Compensation

After a Director’s retirement, distributions under the plan
are made to the Director in a single distribution or in annual
installments over a 5- or 10-year period as elected by the
Director. Distributions under the interest-bearing account are
made in cash, while distributions of SEUs under the stock

equivalents account and deferred RSUs are made in shares of
Halliburton common stock. Ms. Dicciani and Messrs. Al Khayyal,
Bennett, Boyd, and Carroll have deferred retainer fees under the
plan. Ms. Dicciani and Messrs. Al Khayyal, Albrecht, Bennett,
Boyd, Carroll, and Grubisich have deferred RSUs under the plan.

Directors’ Stock Ownership Requirements

We have stock ownership requirements for all non-management
Directors to further align their interests with our shareholders.
As a result, all non-management Directors are required to
own Halliburton common stock in an amount equal to or in
excess of the greater of (A) the annual base retainer in effect
on the date the non-management Director is first elected to the
Board multiplied by five or (B) $500,000. The Nominating and
Corporate Governance Committee reviews the holdings of all

non-management Directors, which include restricted shares, other
Halliburton common stock, and RSUs owned by the Director, at
each May meeting. Each non-management Director has five years
to meet the requirements, measured from the date he or she
is first elected to the Board. Each non-management Director
currently meets the stock ownership requirements or is on track
to do so within the requisite five-year period.

Director Clawback Policy

We have a clawback policy under which we will seek, in all appropriate cases, to recoup incentive compensation paid to, awarded to,
or credited for the benefit of a Director, if and to the extent that:

zz it is determined that, in connection with the performance of that
Director’s duties, he or she breached his or her fiduciary duty
by knowingly or recklessly engaging in a material violation of a
U.S. federal or state law, or recklessly disregarded his or her
duty to exercise reasonable oversight; or

zz the Director is named as a defendant in a law enforcement
proceeding for having breached his or her fiduciary duty by
knowingly or recklessly engaging in a material violation of a U.S.
federal or state law, the Director disagrees with the allegations
relating to the proceeding, and either (A) we initiate a review and
determine that the alleged action is not indemnifiable or (B) the
Director does not prevail at trial, enters into a plea arrangement,
agrees to the entry of a final administrative or judicial order
imposing sanctions, or otherwise admits to the violation in a
legal proceeding.

The disinterested members of the Board and the disinterested
members of the Compensation Committee and the Nominating
and Corporate Governance Committee may be involved in
reviewing, considering, and making determinations regarding the
Director’s alleged conduct, whether recoupment is appropriate
or required, and the type and amount of incentive compensation
to be recouped from the Director.

The policy also provides that, to the extent permitted by applicable
law and not previously disclosed in a filing with the SEC, we
will disclose in our proxy statement the circumstances of any
recoupment arising under the policy or that there has not been
any recoupment pursuant to the policy for the prior calendar year.
There was no recoupment under the policy in 2019.

Matching Gift Programs

To further our support for charities, Directors may participate in the
Halliburton Foundation’s matching gift programs for educational
institutions, not-for-profit hospitals, and medical foundations. For
each eligible contribution, the Halliburton Foundation makes a
contribution of 2.25 times the amount contributed by the Director,
subject to approval by its Trustees. The maximum aggregate of
all contributions each calendar year by a Director eligible for
matching is $50,000, resulting in a maximum aggregate amount
contributed annually by the Halliburton Foundation in the form of

matching gifts of $112,500 for any Director who participates in
the programs. Neither the Halliburton Foundation nor we have
made a charitable contribution, within the preceding three years,
to any charitable organization in which a Director serves as an
employee or an immediate family member of the Director serves
as an executive officer that exceeds in any single year the greater
of $1 million or 2% of such charitable organization’s consolidated
gross revenues.

HALLIBURTON ❘ 2020 Proxy StatementDirectors’ Compensation

2019 Director Compensation

Name

Abdulaziz F. Al Khayyal

William E. Albrecht

M. Katherine Banks(1)

Alan M. Bennett

James R. Boyd(2)

Milton Carroll

Nance K. Dicciani

Murry S. Gerber

José C. Grubisich(3)

Patricia Hemingway Hall(4)

Robert A. Malone

Fees Earned
or Paid in Cash
($)

Stock
Awards
($)

Change in Pension Value
and Nonqualified Deferred
Compensation Earnings
($)

All Other
Compensation
($)

Total
($)

115,000

173,865

115,000

173,865

101,264

267,408

140,000

173,865

50,440

130,000

173,865

130,000

173,865

127,582

173,865

5,431

101,264

267,408

145,000

173,865

22,537

311,402

12,792

301,657

5,239

373,911

179,258

493,123

88,789

139,229

63,991

367,856

156,778

460,643

10,595

312,042

11,323

16,754

117,739

486,411

132,342

451,207

(1) Dr. Banks joined the Board on February 13, 2019.
(2) Mr. Boyd retired from the Board on May 15, 2019.
(3) Mr. Grubisich resigned from the Board on January 17, 2019.
(4) Ms. Hemingway Hall joined the Board on February 13, 2019.

Fees Earned or Paid In Cash. The amounts in this column
represent retainer fees earned in fiscal year 2019, but not
necessarily paid in 2019. Refer to the section Directors’ Fees for
information on annual retainer fees.

Stock Awards. The amounts in the Stock Awards column reflect
the grant date fair value of RSUs awarded in 2019. We calculate
the fair value of equity awards by multiplying the number of RSUs
granted by the closing stock price as of the award’s grant date.

The number of restricted shares, RSUs, and SEUs held at December 31, 2019, by non-management Directors are:

Name

Abdulaziz F. Al Khayyal

William E. Albrecht

M. Katherine Banks

Alan M. Bennett

James R. Boyd

Milton Carroll

Nance K. Dicciani

Murry S. Gerber

José C. Grubisich

Patricia Hemingway Hall

Robert A. Malone

Restricted Shares

25,236

20,271

14,843

2,000

14,843

RSUs

29,142

21,948

11,075

39,393

31,232

39,393

35,639

14,373

15,818

11,075

14,373

SEUs

8,215

37,169

40,735

38,032

14,466

Change in Pension Value and Nonqualified Deferred
Compensation Earnings. None of the Directors had a change
in pension value or nonqualified deferred compensation earnings
that represented above market earnings in 2019.

All Other Compensation. This column includes compensation
related to the matching gift programs under the Halliburton
Foundation, the Accidental Death and Dismemberment program,
dividends or dividend equivalents on restricted shares or RSUs,
and dividend equivalents associated with the Directors’ Deferred
Compensation Plan.

Directors who participated in the matching gift program and the
corresponding match provided by the Halliburton Foundation
in 2019 are: Mr. Bennett - $112,500; Mr. Boyd - $33,750;
Ms. Dicciani - $112,500; Ms. Hemingway Hall - $112,500; and
Mr. Malone - $112,500.

Non-management Directors are provided an Accidental Death and
Dismemberment benefit the annual premium for which is $155.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com

Directors’ Compensation

Directors who received dividend equivalents attributable to their
deferred RSUs under the Directors’ Deferred Compensation
Plan are: Mr. Al Khayyal - $17,717; Mr. Albrecht - $12,637;
Mr. Bennett - $24,954; Mr. Boyd - $22,051; Mr. Carroll - $24,954;
Ms. Dicciani - $15,752; and Mr. Grubisich - $11,168.

Directors who received dividends or dividend equivalents
on restricted shares or RSUs held on Halliburton record
dates are: Dr. Banks - $5,084; Mr. Bennett - $18,170;
Mr. Boyd - $4,542; Mr. Carroll - $14,595; Ms. Dicciani - $18,157;
Mr. Gerber - $10,440; Ms. Hemingway Hall - $5,084; and
Mr. Malone - $19,687.

Directors who received dividend equivalents attributable
to their stock equivalents account under the Directors’
Deferred Compensation Plan are: Mr. Al Khayyal - $4,665;
Mr. Bennett - $23,480; Mr. Boyd - $28,291; Mr. Carroll - $24,287;
and Ms. Dicciani - $10,213.

HALLIBURTON ❘ 2020 Proxy StatementStock Ownership Information

Delinquent Section 16(a) Reports

The Company believes, based on our records and review of filings with the SEC, that during the fiscal year ended December 31, 2019,
our Directors and executive officers complied with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934, with
one exception. A Form 4 required to be filed by Robb L. Voyles was filed one day late due to an administrative error, resulting in one
transaction not being reported on a timely basis.

Stock Ownership of Certain Beneficial Owners and
Management

The following table sets forth beneficial ownership information about persons or groups that own or have the right to acquire more
than 5% of our common stock, based on information contained in Schedules 13G filed with the SEC.

Name and Address
of Beneficial Owner

BlackRock, Inc.
55 East 52nd Street, New York, NY 10055

Dodge & Cox
555 California Street, 40th Floor, San Francisco, CA 94104

The Vanguard Group
100 Vanguard Blvd, Malvern, PA 19355

Amount and
Nature of
Beneficial
Ownership

61,944,873(1)

Percent
of Class

7.1%

45,291,595(2)

5.2%

96,217,135(3)

10.96%

(1) BlackRock, Inc. is a parent holding company and is deemed to be the beneficial owner of 61,944,873 shares. BlackRock has sole power to vote or to

direct the vote of 53,384,788 shares and has sole power to dispose or to direct the disposition of 61,944,873 shares.

(2) Dodge & Cox is an investment adviser and is deemed to be the beneficial owner of 45,291,595 shares. Dodge & Cox has sole power to vote or to direct

the vote of 42,943,745 shares and has sole power to dispose or to direct the disposition of 45,291,595 shares.

(3) The Vanguard Group is an investment adviser and is deemed to be the beneficial owner of 96,217,135 shares. The Vanguard Group has sole power to
vote or to direct the vote of 1,311,320 shares and has sole power to dispose or to direct the disposition of 94,741,635 shares. The Vanguard Group has
shared power to vote or to direct the vote of 249,359 shares and has shared power to dispose or to direct the disposition of 1,475,500 shares.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comThe following table sets forth information, as of March 16, 2020, regarding the beneficial ownership of our common stock by each
Director, each Named Executive Officer, and by all Directors and executive officers as a group.

Stock Ownership Information

Name of Beneficial Owner or
Number of Persons in Group

Abdulaziz F. Al Khayyal

William E. Albrecht

M. Katherine Banks

Alan M. Bennett

Eric J. Carre

Milton Carroll

Nance K. Dicciani

Murry S. Gerber

Patricia Hemingway Hall

Lance Loeffler

Robert A. Malone

Jeffrey A. Miller

Joe D. Rainey

Mark J. Richard

Shares owned by all current Directors and executive
officers as a group (20 persons)

Amount and Nature of Beneficial Ownership

Sole Voting
and
Investment
Power(1)

Shared
Voting or
Investment
Power

Percent of
Class

16,000

762

27,236

277,019

20,271

23,044

224,879

762

174,388

37,096

1,141,051

584,655

282,875

4,226,484

Less than 1% of shares outstanding.

*
(1) The table includes shares of common stock eligible for purchase pursuant to outstanding stock options within 60 days of March 16, 2020, for the
following: Mr. Carre – 112,336; Mr. Loeffler – 90,829; Mr. Miller – 482,234; Mr. Rainey – 309,167; Mr. Richard – 123,985; and six unnamed executive
officers – 718,502. Until the options are exercised, these individuals will not have voting or investment power over the underlying shares of common stock,
but will only have the right to acquire beneficial ownership of the shares through exercise of their respective options. The table also includes restricted
shares of common stock over which the individuals have voting power but no investment power.

HALLIBURTON ❘ 2020 Proxy StatementProposal No. 2 Ratification of
Selection of Principal Independent
Public Accountants

The Audit Committee is responsible for the appointment,
compensation, retention, oversight of the work, and evaluation
of the principal independent public accountants retained to audit
our financial statements. The Audit Committee and Board have
approved the selection of KPMG LLP as our principal independent
public accountants to examine our financial statements and
books and records for the year ended December 31, 2020,
and a resolution will be presented at the Annual Meeting to
ratify this selection. The Audit Committee and Board believe
that the continued retention of KPMG to serve as our principal
independent public accountants for the year ended December 31,
2020, is in the best interests of Halliburton and our shareholders.
Representatives of KPMG are expected to be present at the
Annual Meeting and be available to respond to appropriate
questions from shareholders.

KPMG began serving as our principal independent public
accountants for the year ended December 31, 2002. The Audit
Committee routinely reviews the performance and retention of
our independent public accountants, including an evaluation

of service quality, the nature and extent of non-audit services,
and other factors required to be considered when assessing
independence from Halliburton and its management. The Audit
Committee also periodically considers whether there should be a
rotation of the principal independent public accountants.

The affirmative vote of the holders of a majority of the shares of our
common stock represented at the Annual Meeting and entitled to
vote on the matter is needed to approve the proposal.

If the shareholders do not ratify the selection of KPMG, the Board
will reconsider the selection of independent public accountants.

THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR RATIFICATION OF THE APPOINTMENT
OF KPMG LLP AS PRINCIPAL INDEPENDENT PUBLIC
ACCOUNTANTS TO EXAMINE OUR FINANCIAL
STATEMENTS AND BOOKS AND RECORDS FOR THE
YEAR ENDING DECEMBER 31, 2020.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comAudit Committee Report

zz received from KPMG the written disclosures and the letter
required by the Public Company Accounting Oversight Board
regarding KPMG’s independence;

zz evaluated KPMG’s service quality; and

zz discussed with KPMG its independence and reviewed other
matters required to be considered under Securities and
Exchange Commission rules regarding KPMG’s independence.

Based on the foregoing, we recommended to the Board that the
audited financial statements be included in Halliburton’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2019, for filing with the Securities and Exchange Commission.

THE AUDIT COMMITTEE

M. Katherine Banks
Alan M. Bennett
Nance K. Dicciani
Murry S. Gerber

We operate under a written charter, a copy of which is available
on Halliburton’s website at www.halliburton.com. As required by
the charter, we review and reassess the charter annually and
recommend any changes to the Board for approval. We are
also mindful of the observations provided in the Securities and
Exchange Commission’s Statement on Role of Audit Committees
in Financial Reporting and Key Reminders Regarding Oversight
Responsibilities.

Halliburton’s management is responsible for preparing
Halliburton’s financial statements and the principal independent
public accountants are responsible for auditing those financial
statements. The Audit Committee’s role is to provide oversight
of management in carrying out management’s responsibility
and to appoint, compensate, retain, oversee the work of, and
evaluate the principal independent public accountants. The Audit
Committee is not providing any expert or special assurance as to
Halliburton’s financial statements or any professional certification
as to the principal independent public accountants’ work.

In fulfilling our oversight role for the year ended December 31,
2019, we:

zz reviewed and discussed Halliburton’s audited financial

statements with management;

zz discussed with KPMG LLP, Halliburton’s principal independent
public accountants, the matters required by Auditing Standard
1301 relating to the conduct of the audit;

HALLIBURTON ❘ 2020 Proxy StatementFees Paid to KPMG LLP

During 2018 and 2019, we incurred the following fees for services performed by KPMG LLP.

Audit fees

Audit-related fees

Tax fees

TOTAL

Audit Fees

2018

(In millions)

11.8

0.2

0.3

2019

(In millions)

10.7

0.1

0.5

12.3

11.3

Audit fees represent the aggregate fees for professional services rendered by KPMG for the integrated audit of our annual financial
statements for the fiscal years ended December 31, 2018, and December 31, 2019. Audit fees also include the audits of many of our
subsidiaries in regards to compliance with statutory requirements in foreign countries and reviews of our financial statements included
in the Forms 10-Q we filed during fiscal years 2018 and 2019.

Audit-Related Fees

Audit-related fees were incurred for assurance and related services that are traditionally performed by the independent public
accountants. These services primarily include attestation engagements required by contractual or regulatory provisions.

Tax Fees

The aggregate fees for tax services primarily consisted of international tax compliance and tax return services related to our expatriate
employees. In 2018, tax compliance and preparation fees total $0.2 million and tax advisory fees total $0.1 million, and in 2019, tax
compliance and preparation fees total $0.1 million and tax advisory fees total $0.4 million.

Fee Approval Policies and Procedures

The Audit Committee has established a written policy that requires
the approval by the Audit Committee of all services provided by
KPMG as the principal independent public accountants that
examine our financial statements and books and records and of all
audit services provided by other independent public accountants.
Prior to engaging KPMG for the annual audit, the Audit Committee
reviews a Principal Independent Public Accountants Auditor
Services Plan. KPMG then performs services throughout the
year as approved by the Committee. KPMG reviews with the

Committee, at least quarterly, a projection of KPMG’s fees for the
year. Periodically, the Audit Committee approves revisions to the
plan if the Committee determines changes are warranted. Our
Audit Committee also considered whether KPMG’s provision of
tax services as reported above are compatible with maintaining
KPMG’s independence as our principal independent public
accountants. All of the fees described above for services provided
by KPMG were approved in accordance with the policy.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProposal No. 3 Advisory Approval of
Executive Compensation

We are asking our shareholders to indicate their support for our
NEOs’ compensation as described in this proxy statement and
vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Halliburton’s Named
Executive Officers, as disclosed in this proxy statement pursuant
to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables, and narrative
discussion, is hereby approved.”

Our Board and our Compensation Committee value the opinions
of our shareholders. The say-on-pay vote is advisory and,
therefore, not binding on us, our Board, or our Compensation
Committee. However, the Compensation Committee considers
shareholder feedback in its ongoing review of our executive
compensation program.

THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS,
OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.

Pursuant to Section 14A of the Securities Exchange Act of 1934,
our shareholders are being presented with the opportunity to vote
to approve, on an advisory basis, the compensation of our Named
Executive Officers (NEOs) as disclosed in this proxy statement.
As reaffirmed by our shareholders at the 2017 Annual Meeting of
Shareholders, consistent with our Board’s recommendation, we are
submitting this proposal for a non-binding vote on an annual basis.

As described in detail under Compensation Discussion and Analysis,
our executive compensation program is designed to attract,
motivate, and retain our NEOs, who are critical to our success.
Under the program, our NEOs are rewarded for the achievement
of specific annual, long-term, and strategic goals, corporate goals,
and the realization of increased shareholder returns. Please read
Compensation Discussion and Analysis for additional details about
our executive compensation program, including information about
the fiscal year 2019 compensation of our NEOs and our Board’s
ongoing commitment to ensure that our program aligns with our
long-term strategy and shareholder value creation.

The Compensation Committee continually reviews the compensation
program for our NEOs to ensure the program achieves the desired
goals of aligning our executive compensation structure with our
shareholders’ interests and current market practices. We believe our
executive compensation program achieves the following objectives
identified under Compensation Discussion and Analysis:

zz Provide a clear and direct relationship between executive
pay and our performance on both a short-term and long-
term basis;

zz Target market competitive pay levels with comparator peer

group;

zz Emphasize operating performance drivers;

zz Link executive pay to measures that drive shareholder

returns;

zz Support our business strategies; and

zz Maximize the return on our human resource investment.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with Company management and, based on such review
and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

William E. Albrecht
Milton Carroll
Murry S. Gerber
Patricia Hemingway Hall
Robert A. Malone

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

2019 CD&A At-A-Glance

This year’s Compensation Discussion and Analysis (CD&A) reviews the objectives and elements of Halliburton’s executive
compensation program and discusses the 2019 compensation earned by our NEOs. It also explains the significant actions the
Compensation Committee took based on its ongoing commitment to consider shareholder feedback and to ensure our senior
leadership team continues to deliver the reliable execution, strong cash flow, and industry-leading returns that our shareholders
expect. During 2019, we:

Continued robust shareholder engagement, with a key focus
on executive compensation matters

Contacted shareholders representing more than 50%
of our outstanding common stock to obtain their views
on our program; we met with shareholders representing
approximately 31% of our outstanding common stock

Continued robust Board involvement in shareholder
engagement

The newly-appointed Chair of the Compensation
Committee participated in numerous shareholder meetings

Modified financial metrics for determining short-term
incentives to increase our emphasis on free cash flow and
capital discipline

Increased emphasis on performance-based long-term
incentives

Added a second financial metric for determining long-term
performance-based awards under the Performance Unit Plan
(PUP)

Increased equity component of long-term incentives

Approved new “double-trigger” change-of-control provisions

Replaced CVA with two distinct metrics for the 2020 plan
year:
zz Net Operating Profit After-Taxes (NOPAT)

zz Asset Turns

Modified our long-term incentive mix starting with the 2020
plan year:
zz Increased weight of performance units to 70%

(up from 50%)

zz Reduced weight of restricted stock to 30%

zz Eliminated stock options for NEOs

Added a relative Total Shareholder Return (TSR) modifier
for the 2020 PUP performance cycle; compares
performance to the Oilfield Services Index (OSX); penalizes
bottom quartile performance or rewards top-quartile
performance

Changed PUP to issue awards 50% in stock (previously
delivered entirely in cash) starting in 2020 so that 65% of
long-term incentives is delivered in equity (contingent on
three-year performance period)

Amended the Stock and Incentive Plan on
February 13, 2019, for future grants

Despite the challenging market dynamics in 2019 with reduced customer activity and pricing pressure in North America, we
grew revenue across all of our international regions and outperformed the international rig count for the second year in a row.
In total, we generated $22.4 billion of revenue and approximately $2.4 billion of cash from operating activities during the year.

Our Return on Capital Employed (ROCE) for the three-year period ending December 31, 2019, was 3.36%, which positioned
the Company above the 75th percentile relative to our performance peer group.

Despite outperforming our performance peer group, there were no annual incentives paid to any of our NEOs for
the 2019 plan year. Additionally, the Compensation Committee decided base salaries would remain unchanged
for 2020, except for Messrs. Loeffler and Richard, both of whom received the second half of their two-year
promotion-related increases.

More information about our 2019 business achievements, and the resulting compensation actions taken by the Compensation
Committee, are described in 2019 Performance Overview.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

2019 Named Executive Officers

Name

Jeffrey A. Miller

Lance Loeffler

Eric J. Carre

Joe D. Rainey

Mark J. Richard

Age

Occupation

Chairman, President and Chief Executive Officer

Executive Vice President and Chief Financial Officer

Executive Vice President – Global Business Lines

President – Eastern Hemisphere

President – Western Hemisphere

Results of 2019 Advisory Vote on Executive Compensation

In 2019, our compensation program received the support of 63%
of the total votes cast at our Annual Meeting. These results showed
measurable improvement from the prior year and indicated that
we are headed in a good direction. Nevertheless, as discussed
below, we continued our extensive outreach efforts as part of our
commitment to ensure shareholder support for our compensation
program moving forward. During the fall of 2019, we contacted
shareholders representing more than 50% of our outstanding
common stock and met with many of those shareholders,
who collectively hold 31% of our outstanding common stock.

We solicited their feedback on company strategy and performance,
corporate governance, executive compensation, sustainability,
and other topics. We continue to hear from our shareholders
that they support our overall compensation program design and
are appreciative of our ongoing efforts to consider their feedback
as our program evolves. As detailed below, based on the most
recent feedback from shareholders, the Committee made several
significant modifications to our compensation program for the
2020 plan year.

Key Activities and Changes

Board Responsiveness to Shareholder Feedback

Halliburton has always maintained open communications
with the shareholder community. Seeking feedback from
our shareholders on a regular basis is a critical part of our
approach to managing our executive compensation program.
Our ongoing, open dialogue with our shareholders helps ensure
that the Board and management have a regular pulse on the
views of our shareholders. These communications validate
that our shareholders continue to be broadly supportive of the
overall philosophy, objectives, and design of our program. They
also provide us important perspectives on how to improve and
better explain our program. While continuing to emphasize
performance-based pay, shareholder feedback has resulted in
several enhancements to our compensation program over the
years, including:

zz Increased transparency around the target setting process,
metric selection rationale, and the associated payout
calculations.

zz Eliminated special or one-time stock grants for internal

promotions.

zz Eliminated most executive perquisites.

zz Implemented a double-trigger change-of-control provision in

our Stock and Incentive Plan.

During 2019, members of our senior management team
participated in over 100 shareholder meetings and 19
conferences. As is our practice, in the fall of 2019, we also
engaged in targeted outreach with numerous shareholders.
During this fall outreach, we contacted shareholders
representing more than 50% of our outstanding common
stock and met with many of those shareholders, who
collectively hold 31% of our outstanding common stock.
We previewed changes to our compensation program
under consideration by our Compensation Committee and
solicited their feedback on our compensation program, as
well as our company strategy and performance, corporate
governance, sustainability, and other topics. Our newly-
appointed Compensation Committee Chair participated in
this outreach effort. Based on the most recent feedback from
shareholders, we made several significant modifications to our
compensation program for the 2020 plan year.

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

What we heard
(during our ongoing 2019 investor discussions)

What we did
(effective for the 2020 plan year)

Shareholders seek increased emphasis on free cash flow
and capital discipline

Shareholders support the use of three-year relative ROCE
for long-term incentives, but would like an additional
performance component directly linked to stock price

Shareholders want more emphasis on performance-based
long-term incentives

Shareholders expressed concern about PUP awards being
paid 100% in cash

Replaced CVA with two distinct metrics that focus on our ability to
manage cash and generate earnings, given our capital intensive,
cyclically driven business. Short-term incentives will be based on
the following independent metrics and weightings:
zz 75% NOPAT

zz 25% Asset Turns

Introduced a relative TSR modifier that compares performance
against the Oilfield Services Index (OSX); modifier imposes an
award penalty for bottom quartile performance and provides an
incentive for top quartile performance

Changed the mix of long-term incentive vehicles for NEOs
(as illustrated below) to 70% performance units and 30%
restricted stock; stock options have been eliminated

Rebalanced the long-term incentive pay mix so that 65% is
delivered in equity; changed PUP cycle to issue awards 50%
in stock and 50% in cash (contingent on three-year
performance period)

Increased Emphasis on Long-Term Performance-Based Equity

Historic Long-Term Incentive Mix

New Long-Term Incentive Mix

Stock Options
15%

Restricted
Stock
30%

50%
Equity-based

50%
Cash-based

Performance
Units
50%

65%
Equity-based

35%
Cash-based

Performance
Units
70%

Restricted
Stock
35%

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

Compensation Discussion and Analysis

2019 Performance Overview

We experienced challenging market dynamics in 2019 as our
customers in the North American market fundamentally shifted
from growth to capital discipline, impacting our business through
reduced customer activity and additional pricing pressure, while
the international markets continued on the road to recovery. We
executed our value proposition, delivered exceptional safety and
service quality, and remained focused on generating healthy returns
and strong cash flow. 2019 marked the end of the first full decade
of the shale revolution that propelled the United States to become
the world's top hydrocarbon producer. Our company was an early
participant in this development and invested and innovated alongside

our customers since the beginning. As unconventionals enter the
maturation phase, we are committed to the North American market
and are taking appropriate actions to thrive in the new environment.
We intend to continue our cost containment measures and to right
size our fleet, high grade our customer portfolio, systematically
improve our service delivery, grow our share of services per well,
and develop differentiating technology that benefits both Halliburton
and our customers. Internationally, we will continue focusing on
profitable growth and improving our margins. We believe we have
the right footprint and an enhanced technology portfolio to compete
successfully across the international markets.

2019 Revenue

Latin
America: 10%

Europe/Africa/
CIS: 15%

$22.4B

Middle
East/Asia:
22%

North
America: 53%

Safety and Service Quality
>20% Improvement

0.52

0.41

0.40

0.29

Capital Discipline

$2.026B

24%

$1.530B

Total Recordable Incident Rate

Non-Productive Time

2018

2019

Cash Flow Execution

$2.445B

2018

2019

$0.915B

$0.100B

$0.630B

Operating Cash Flow

Free Cash Flow

Dividends

Share Repurchases

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

We delivered superior ROCE performance over the one-, three-, and five-year period ending December 31, 2019, relative to the Oilfield
Services Index (OSX), our two largest competitors, and our performance peer group. The details are depicted in the chart below:

Return on Capital Employed (ROCE)
(in percentage)

2019

2017-2019 average

2015-2019 average

3.4

-2.8

-7.7

-9.3

-10.1

-2.8

-4.0

-5.5

-0.2

-1.8

-3.7

-9.0

HAL

OSX

Competitors

Performance Peer Group

We delivered TSR over the three-, five-, and ten-year period ending December 31, 2019, that exceeded the TSR of the OSX. We also
outperformed our two largest competitors and our performance peer group for the five- and ten-year period ending December 31,
2019. The details are depicted in the chart below:

Total Shareholder Return (TSR)
(in percentage)

3 YEARS

5 YEARS

10 YEARS

-5

-8

-31

-36

-33

-43

-52

-57

-53

-63

-60

HAL

OSX

Competitors

Performance Peer Group

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

CEO Pay: Reported vs. Realized

In reviewing executive compensation, the Compensation
Committee considers the difference between total compensation
as reported in the Summary Compensation Table (“reported
pay”) and realized pay. Since Mr. Miller was appointed CEO in
2017, his realized pay was consistently lower than reported
pay, demonstrating the “at-risk” nature of his compensation and
our compensation program’s pay-for-performance design. In
the illustration below, total realized compensation consisted of
the following:

zz base salary paid;

zz cash incentive payouts under the Halliburton Annual

Performance Pay Plan;

zz the value realized upon exercise of stock options;

zz value of restricted stock vested during the year; and

zz performance-based award paid for the year.

In 2017, Mr. Miller received a one-time stock award in connection
with his promotion to President and CEO, a practice that was
discontinued in 2018 in response to shareholder feedback. The
chart shows Mr. Miller’s 2017 reported pay with and without this
internal promotion grant. It also shows how TSR aligns with CEO
pay over three years.

$23,078

CEO: Reported Pay vs. Realized Pay
(in 000’s)

$16,255

$15,861

$17,000

$14,359

$12,754

$11,604

Reported
Pay

Reported
Pay (less
Promotion
Grant)

2017

Realized
Pay

Reported
Pay

Realized
Pay

Reported
Pay

Realized
Pay

Base Salary

NQDC Earnings

CVA

2018

LTI Total

Promotion LTI Grant

2019

All Other Compensation

TSR*

* TSR has been indexed to December 31, 2017

Our Executive Compensation Program Objectives

Our executive compensation program is designed to achieve the
following objectives:

zz Provide a clear and direct relationship between executive pay
and our performance on both a short-term and long-term basis;

zz Target market competive pay levels with comparator peer

group;

zz Emphasize operating performance drivers;

zz Link executive pay to measures that drive shareholder returns;

zz Support our business strategies; and

zz Maximize the return on our human resource investment.

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

Good Compensation Governance Practices At-A-Glance

Use mix of relative and absolute financial metrics

What We Do

What We Don’t Do
No repricing of underwater stock options

The majority of total direct compensation opportunity is
performance-based, at-risk, and long-term (65% of long-term
incentives is equity-based effective 2020)
Deliver rewards that are based on the achievement of long-
term objectives and the creation of shareholder value
Maintain a clawback policy in the event of a material financial
restatement or fraud

Maintain robust executive and Director stock ownership
requirements

Use an independent, external compensation consultant

Benchmark against a relevant group of peer companies

Rigorous oversight of incentive metrics, goals, and pay-for-
performance relationship
Hold an annual say-on-pay vote

No excessive perquisites

No guaranteed bonuses or uncapped incentives

No single trigger vesting upon a change of control
(applicable to awards to NEOs for 2019 forward)

No excise tax gross-ups

No hedging or pledging of company securities by executives
and Directors
No buyout or exchange of underwater options

No special or one-time stock grants for internal promotions

No liberal share counting or recycling

Elements of our Executive Compensation Program for 2019

Halliburton’s executive compensation program for the 2019 plan year was composed of base salary, a short-term incentive, and
long-term incentives as described below (changes for the 2020 plan year are highlighted in red):

Reward
Element

Objective

Key Features

FIXED Base Salary Compensates

executives based on
their responsibilities,
experience, and
skillset.

Fixed element of
compensation paid in cash.

How Award Value
is Determined

2019 Decisions

Benchmarked against a
group of comparably sized
corporations and industry
peers.

Base salaries were
adjusted consistent
with our compensation
philosophy. (Page 35)

Short-Term
Incentive

To motivate
and incentivize
performance over a
one-year period.

Award value and measures
are reviewed annually.
Targets are set at the
beginning of the year.

Performance measured
against Cash Value
Added (CVA) performance
measures.

Award values were
targeted at the market
median for 2019.
(Page 35)

For 2020, performance
measured against:

zz 75% NOPAT

zz 25% Asset Turns

Long-Term
Incentives

AT
RISK

To motivate and
incentivize sustained
performance over
the long-term. Aligns
interests of our
NEOs with long-term
shareholders.

Value is delivered 50%
performance units; 35%
restricted stock; and 15%
stock options. Performance
units measured over three
years against targets set
at the beginning of the
performance period.

The 2019 performance
units measured against
ROCE performance relative
to performance peers.
Restricted stock and stock
options have time-based
vesting and value is driven
by our share price.

Awards were targeted
at the market median
for 2019. (Page 36)

For 2020:

zz 70% performance units

measured over three years
(1/2 in stock; 1/2 in cash)
with relative TSR modifier

zz 30% restricted stock

zz Stock options eliminated

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

As illustrated below, the majority of our CEO’s and NEOs’ total direct compensation opportunity is performance-based, at-risk, and
long-term. The graphs depict the mix of total target direct compensation set for our CEO and NEOs for the 2019 plan year. As part
of its process, the Compensation Committee makes decisions about target long-term incentive award opportunities for the following
year during its regular December meeting. For the 2019 plan year, the Compensation Committee approved restricted stock and stock
option grants in December 2018.

2019 CEO Compensation Mix

2019 Other NEO Compensation
Mix(1)

10%
Stock Options

24%
Restricted
Stock

88%
At-Risk
Compensation

71%
LONG-TERM
INCENTIVES

37%
Performance
Units

12%
Base Salary

17%
Annual
Incentive

9%
Stock Options

22%
Restricted
Stock

17%
Base Salary

65%
LONG-TERM
INCENTIVES

18%
Annual
Incentive

83%
At-Risk
Compensation

34%
Performance
Units

(1) Reﬂects the compensation mix of Messrs. Loefﬂer, Carre, and Rainey. Mr. Richard was not included because he was not a NEO for the entire year.

Setting Executive Compensation

Role of the Compensation Committee

The Compensation Committee oversees the executive
compensation program and has overall responsibility for making
final decisions about total compensation for all of the NEOs, except
for the CEO, which is set by the entire Board of Directors. As part
of its annual process, the Committee works closely with senior
management (as appropriate) and the Committee’s independent
compensation consultant. This process ensures consistency from
year to year and adherence to the responsibilities listed in the
Committee’s Charter, which is available on our website.

The CEO does not provide recommendations concerning his
own compensation, nor is he present when his compensation

is discussed by the Committee. The Committee, with input
from its independent compensation consultant, discusses the
elements of his compensation in executive session and makes
a recommendation to all of the non-management Directors for
discussion and final approval. At the Committee’s request, a
member of our management team may attend the executive
session to answer questions from the Committee.

The CEO, with input from the Committee’s independent
compensation consultant, assists the Committee in setting
compensation for the other NEOs.

Use of Independent Consultants and Advisors

The Committee engaged Pearl Meyer as its independent
compensation consultant during 2019. Pearl Meyer does not
provide any other services to us. The primary responsibilities of
the independent compensation consultant were to:

zz Provide independent and objective market data;

zz Conduct compensation analysis;

zz Recommend potential changes to the comparator peer group

and performance peer group;

zz Recommend plan design changes;

zz Advise on risks associated with compensation plans; and

zz Review and advise on pay programs and pay levels.

These services are provided as requested by the Committee
throughout the year. Based on their review of our executive
compensation program, Pearl Meyer concluded that our
compensation plans do not appear to present any material risks to
the Company or its shareholders in the design, metrics, interaction
between, or administration of the incentive plans.

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

Role of Benchmarking, Peer Companies, and Market Data

The Committee regularly assesses the market competitiveness
of the Company’s executive compensation program based on
data from a comparator peer group. The companies comprising
the comparator peer group are selected based on the following
considerations:

Industry affiliation includes companies that are involved in
the oil and natural gas and energy services industries. The
comparator peer group is reviewed annually by the Committee
to ensure relevance, with data provided to the Committee by the
independent compensation consultant.

zz Market capitalization;

zz Revenue and number of employees;

zz Global impact and reach; and

zz Industry affiliation.

The 2019 comparator peer group was composed of the following
peer companies within the energy industry, as well as selected
companies representing general industry. This peer group was
utilized to determine market levels of total compensation for the
2019 plan year and was unchanged from 2018:

3M Company

Anadarko Petroleum Corporation

Apache Corporation

Baker Hughes

Caterpillar Inc.

ConocoPhillips

Deere and Company

Emerson Electric Co.

Fluor Corporation

Hess Corporation

Honeywell International Inc.

Johnson Controls International plc

National Oilwell Varco, Inc.

Occidental Petroleum Corporation

Raytheon Company

Schlumberger Limited

Transocean Ltd.

Weatherford International plc

Because of variances in market capitalization and revenue size
among the companies comprising our comparator peer group,
the market data is size adjusted by revenue as necessary so that it
is comparable with our trailing 12 months revenue. These adjusted
values are used to compare our executives’ compensation to
those of the comparator peer group.

Total compensation for each NEO is structured to target market
competitive pay levels in base salary and short- and long-term
incentive opportunities. We also place an emphasis on variable
pay at risk, which enables this compensation structure to position
actual pay above or below the 50th percentile of our comparator
peer group depending on performance.

A consistent pre-tax, present value methodology is used in
assessing stock-based and other long-term incentive awards.

The independent compensation consultant gathers and performs
an analysis of market data for each NEO, comparing each of their
individual components of compensation and total compensation
to that of the comparator peer group. This competitive analysis
consists of comparing the market data of each of the pay elements
and total compensation at the 25th, 50th, and 75th percentiles of the
comparator peer group to current compensation for each NEO.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comPay for Performance Analysis

As part of its analysis, the Committee reviews one-, three-, and
five-year pay for performance against our performance peer group
as identified in the section entitled “Long-term Incentives”. The
review examines the degree of alignment between our ROCE
performance compared to the ROCE performance of our
performance peer group and our CEO’s realizable compensation
relative to the realizable compensation of the CEOs in our
comparator peer group.

Compensation Discussion and Analysis

Total realizable compensation consisted of the following:

zz base salary paid;

zz cash incentive payouts;

zz in-the-money value of stock options grants during the
one-, three-, and five-year periods valued as of December 31,
2018;

zz face value of restricted stock grants during the one-, three-,
and five-year periods valued as of December 31, 2018; and

zz for performance-based awards, (i) target value for awards still
outstanding as of December 31, 2018, and (ii) realized value
for performance periods beginning and ending within the
one-, three-, and five-year periods.

This analysis supported the Committee’s determination that our pay and performance are appropriately aligned.

Pay for Performance Analysis
Periods Ending December 31, 2018
(in percentile)

1 YEAR

3 YEAR

5 YEAR

100th

88th

79th

58th

63rd

● HAL ROCE Performance relative
to performance peer group

● HAL CEO Total Realizable Compensation
relative to compensation peer group

Determination of CEO and NEO Target Total Compensation

When determining target total compensation for the CEO, the
Committee takes into consideration competitive market pay levels
for the CEOs in the comparator peer group. The Committee also
considers the CEO’s performance and accomplishments in the
areas of business development and expansion, management
succession, development and retention of management, ethical
leadership, and the achievement of financial and operational
objectives.

Each year, our CEO and the members of the Board agree upon
a set of objectives addressing the following areas:

zz Leadership and vision;

zz Integrity;

zz Keeping the Board informed on matters affecting Halliburton;

zz Performance of the business;

zz Development and implementation of initiatives that provide

long-term economic benefits;

zz Accomplishment of strategic objectives; and

zz Development of management.

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

The Board determined that Mr. Miller met these objectives in 2019 through the following achievements:

LEADERSHIP AND VISION

zz Managed through a seamless CFO and Western Hemisphere leadership transition

zz Facilitated the addition of two Directors to the Board

zz Led the organization through the business cycle with effective stakeholder communication and maintained high visibility with

employees, shareholders, and customers

INTEGRITY

zz Maintained unwavering commitment to our Code of Business Conduct

KEEPING THE BOARD INFORMED

zz Communicated regularly with the members of the Board providing status reports and notifications on business issues and providing

unfettered access to management and subject matter experts

PERFORMANCE OF THE BUSINESS

zz Outperformed the OSX, our two largest competitors, and our performance peer group in terms of ROCE over the one-, three-,
and five-year periods ending December 31, 2019; delivered superior TSR performance relative to the OSX over the three-, five-,
and ten-year periods ending December 31, 2019, and outperformed our two largest competitors and our performance peer group
and in terms of TSR for the five- and ten-year period ending December 31, 2019

zz Maintained unwavering commitment to our Health, Safety and Environment program

DEVELOP AND IMPLEMENT INITIATIVES THAT PROVIDE LONG-TERM ECONOMIC BENEFITS

zz Continued Company focus on evolving market trends, first of its kind technology development, and automation

zz Continued to institutionalize Continuous Improvement which drives profitability, capacity, and greater flexibility

ACCOMPLISHMENT OF STRATEGIC OBJECTIVES

zz Continued our international diversification by strengthening our international business

zz Executed key integration initiatives across multiple segments of the business

DEVELOPMENT OF MANAGEMENT

zz Exposed the next generation of management to the Board, further enhanced the management/employee succession process,

and focused senior management on talent development and diversity initiatives

Other NEO compensation is determined similar to that of the CEO by evaluating each NEO’s performance and considering the
market competitive pay levels of the comparator peer group for the NEO’s position. The Compensation Committee also considers
the importance of keeping our management team focused and stable, especially given that other oilfield services companies have
aggressively recruited our NEOs and other executives in the past. In fact, over thirty of our former executives have departed to become
CEOs and/or senior executives of other oilfield services companies.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com

Compensation Discussion and Analysis

2019 Executive Compensation Outcomes

Base Salary
The Committee generally targets base salaries at the median of
the comparator peer group. The Committee also considers the
following factors when setting base salary:

zz Level of responsibility;

zz Experience in current role and equitable compensation

relationships among internal peers;

zz Performance and leadership; and

zz External factors involving competitive positioning, general
economic conditions, and marketplace compensation trends.

No specific formula is applied to determine the weight of each factor.

Salary reviews are conducted annually to evaluate each executive.
Individual salaries are not necessarily adjusted each year.

The Committee approved the following base salary adjustments
effective January 1, 2019:

zz Mr. Miller received a 7.1% increase in annual base salary
($1,400,000 to $1,500,000) to align his base salary with the
market median of our comparator peer group;

zz Mr. Loeffler received a 73.3% increase in annual base salary
($375,000 to $650,000) in recognition of his promotion to CFO
in November 2018. While this adjustment was significant, it still

Short-term (Annual) Incentive
The Annual Performance Pay Plan is designed to reward
executives and other key members of management for improving
financial results that drive the creation of economic value for our
shareholders and provide a means to connect individual cash
compensation directly to our performance. It is administered in
accordance with the terms of the Stock and Incentive Plan.

The Annual Performance Pay Plan provides an incentive to
our NEOs to generate more earnings than normally expected
by the investors who have provided us with capital to grow our
business. For 2019, we measured achievement of this objective
using Cash Value Added, or CVA. CVA is a financial measurement

positions Mr. Loeffler’s salary below the market median for a
CFO role. As per its normal practice, the Committee intends
to bring Mr. Loffler’s base salary to the market median over a
multi-year period.

zz Mr. Carre received a 6.7% increase in annual base salary
($750,000 to $800,000) to position his base salary at the market
median of our comparator peer group; and

zz Mr. Rainey received a 4.0% increase in annual base salary
($875,000 to $910,000) based on performance and internal equity.

The Committee approved the following base salary adjustments
effective February 1, 2019:

zz Mr. Richard received a 16.0% increase in annual base salary
($625,000 to $725,000) in recognition of his promotion to
President – Western Hemisphere. Mr. Richard’s salary is still
positioned below the market median for his role. The Committee
intends to bring Mr. Richard’s base salary to the market median
over a multi-year period.

At its regular December 2019 meeting, the Compensation
Committee determined that base salaries for our NEOs
would remain unchanged for 2020, with the exceptions of
Messrs. Loeffler and Richard, both of whom received the
second half of their two-year promotion-related increases.

that demonstrates the amount of economic value added to
our business.

The Committee selected CVA for our Annual Performance Pay
Plan because it is a key financial measure on which we set our
performance expectations for the year and we believe it is a
proven driver of value creation for shareholders. However, the
Committee also considers other business performance factors
that are important to our investors, including health, safety,
environment, and service quality, in determining the final payout
amounts under the Annual Performance Pay Plan.

CVA =

Net Operating Profit After Taxes

Capital Charge

OPERATING INCOME

Interest Income

Foreign Currency Gains (Losses)

Other Nonoperating Income (Expense), Net

NET OPERATING PROFIT

Income Taxes

NET OPERATING PROFIT AFTER TAXES

NET INVESTED CAPITAL

Weighted Average Cost of Capital

CAPITAL CHARGE

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and

Analysis

Compensation Discussion and Analysis

At the beginning of each plan year, the Committee approves an
incentive award schedule that equates levels of CVA performance
with cash reward opportunities. The performance goals range
from “Threshold” to “Target” to “Maximum”. Threshold reflects the
minimum CVA performance level which must be achieved in order
for any award to be earned and Maximum reflects the maximum
awards that can be earned.

The performance goals are based on our annual operating plan,
as reviewed and approved by our Board, and are set at levels to
meet or exceed shareholder expectations of our performance, as
well as expectations of the relative performance to our competitors.
Given the cyclical nature of our business, our performance goals

vary from year to year, which can similarly impact the difficulty in
achieving the goals.

CVA is computed monthly and aggregated throughout the calendar
year. Adjustments in the calculation of CVA may, at times, be
approved by the Committee and can include the treatment of
unusual items that may have impacted our actual results.

The Committee set the 2019 performance goals for our NEOs
based on company-wide consolidated CVA results. Threshold CVA
was based on 90% of planned Operating Income, Target CVA on
100% of planned Operating Income, and Maximum CVA on 110%
of planned Operating Income.

The Committee set the 2019 award levels, targeted to the market median, for our NEOs based on the company-wide consolidated CVA
results. The performance goals for the 2019 plan year are noted in the table below:

Metric

CVA

Threshold

$5 M

Target

$57 M

Maximum

$238 M

Actual

-$2,208 M

Individual incentive award opportunities are established as a
percentage of base salary at the beginning of the plan year based
on market competitive targets. The maximum award a NEO can
receive is limited to two times the target opportunity level. The

level of achievement of annual CVA performance determines the
dollar amount of incentive compensation payable to participants
following completion of the plan year.

The Committee set incentive award opportunities under the plan as follows:

NEO

Mr. Miller

Mr. Loeffler

Mr. Carre

Mr. Rainey

Mr. Richard

Threshold

60%

40%

44%

Target

150%

100%

110%

Maximum

300%

200%

220%

Threshold, Target, and Maximum opportunity dollar amounts can be found in the Grants of Plan-Based Awards in Fiscal 2019 table.

Because the 2019 CVA actual results were below Threshold, our NEOs did not receive a CVA payout.

Over the past ten years, the Annual Performance Pay Plan achieved Maximum performance levels five times, Target performance levels
two times, and fell short of the Threshold performance level three times, resulting in no payout.

Long-Term Incentives

The Stock and Incentive Plan is designed to reward consistent
achievement of value creation and operating performance goals,
align management with shareholder interests, and encourage
long-term perspective and commitment. Long-term incentives
represent the largest component of total executive compensation
opportunity.

Using a mix of incentive vehicles allows us to provide a diversified
yet balanced long-term incentive program that effectively
addresses volatility in our industry and in the stock market, in
addition to maintaining an incentive to meet performance goals.
For the 2019 plan year, the Committee used the following
combination of equity vehicles for long-term incentive grants:

Vehicle

Performance Units

Restricted Stock(1)

Stock Options(2)

Weighting

50% of Award

35% of Award

15% of Award

Purpose

Rewards achievement of specific financial goals measured over a three-
year performance period

Supports leadership retention/stability objectives; five-year vesting period

Rewards for stock price appreciation; three-year vesting period

(1) Restricted stock grants are generally subject to a graded vesting schedule of 20% per year over five years. However, different vesting schedules may be

utilized at the discretion of the Committee. Shares of restricted stock receive dividend or dividend equivalent payments.

(2) Stock option awards vest over a three-year graded vesting period with 33 1/3% of the grant vesting each year. All options are priced at the closing stock

price on the date the grant is approved by the Committee.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

In determining the size of long-term incentive awards, the
Committee first considers market data for comparable positions
and then may adjust the awards upwards or downwards based
on the Committee’s review of internal equity. This can result in
positions of similar magnitude and pay receiving awards of varying
size. Awards are targeted to the market median.

As part of its process, the Compensation Committee makes
decisions about target long-term incentive award opportunities
for the following year during its regular December meeting. For the
2019 plan year, the Compensation Committee approved restricted
stock and stock option grants in December 2018. Exercise prices

2017 Cycle Performance Unit Program

for stock options are set at the closing stock price on the date
the grant is approved.

For the 2020 plan year, grants of restricted stock for
NEOs were approved by the Compensation Committee
at its December 2019 meeting using the new equity mix
(70% performance units and 30% restricted stock). We
also added a TSR modifier that increases or decreases
the long-term incentives payout based on our relative TSR
performance. Stock Options were eliminated for NEOs
beginning with the 2020 plan year.

The 2017 cycle Performance Unit Program provides NEOs and
other selected executives with incentive opportunities based on
our consolidated ROCE during a three-year performance period.
This program reinforces our objectives for sustained long-term
performance and value creation. It also reinforces strategic planning
processes and balances short- and long-term decision making.

across the business cycle, in 2015, we modified the metrics
in our Performance Unit Program to 100% relative ROCE. The
program measures ROCE on a relative basis to the results of our
performance peer group used for the Performance Unit Program.
The three-year performance period aligns this measurement with
our and our performance peer group’s business cycles.

Based on feedback from our shareholders and to more closely
align with our strategy of delivering industry-leading returns

ROCE indicates the efficiency and profitability of our capital investments and is determined based on the ratio of earnings divided by
average capital employed. The calculation is as follows:

ROCE =

Net income

After-tax interest expense

Shareholders’ equity (average
of beginning and end of period)

Debt (average of beginning
and end of period)

Highly correlated to stock price performance over the
long-term, applying drivers that management can directly
influence.

Why ROCE?

Overwhelmingly supported by our shareholders.

Aligned with our strategy of delivering industry-leading
returns across the business cycle.

Eliminates the subjectivity inherent in setting long-term
absolute targets in a cyclical industry.

Reinforces the Company’s objective for sustained long-term
performance and value creation.

Provides our management team with clear line of sight to
long-term financial results.

The performance peer group used for the Performance Unit Program
is comprised of oilfield equipment and services companies and
domestic and international exploration and production companies.
This peer group is used for the Performance Unit Program because
these companies represent the timing, cyclicality, and volatility of
the oil and natural gas industry and provide an appropriate industry
group for measuring our relative performance. The peer group,
disclosed in our 2018 proxy statement, was used for the 2017
cycle of the Performance Unit Program.

The table below shows the incentive opportunity based
on Halliburton’s ROCE performance relative to that of our
performance peer group. The 2017 cycle of the Performance Unit
Program ended on December 31, 2019, and we achieved ROCE
of 3.36%, which was above the 75th percentile of our performance
peer group’s ROCE of 1.28% and yielded an award paid at 200%
of the target opportunity level.

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

2017 Cycle – Performance Matrix

Halliburton Ranking vs. Performance Peer Group

Threshold
25th Percentile

Target
50th Percentile

Maximum
75th Percentile

Incentive Opportunity as a % of Target

25%

100%

200%

The NEOs received payments in 2020 as set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation
Table. The program allows for rewards to be paid in cash, stock, or a combination of cash and stock.

2019 Cycle Performance Unit Program

The Committee set the performance measures on a 100% relative
ROCE basis for the 2019 cycle of the Performance Unit Program,
with performance measured for the three-year period ending
December 31, 2021.

The performance peer group for the 2019 cycle Performance
Unit Program is the same as the performance peer group used
for the 2018 cycle Performance Unit Program and consists of the
following companies:

Anadarko Petroleum Corporation

Apache Corporation

Baker Hughes

Chesapeake Energy Corporation

Devon Energy Corporation

Hess Corporation

Marathon Oil Corporation

Murphy Oil Corporation

Nabors Industries Ltd.

National Oilwell Varco, Inc.

Schlumberger Limited

Superior Energy Services, Inc

TechnipFMC

Transocean Ltd.

Weatherford International plc

The Williams Companies, Inc.

At the end of the three-year performance period, the ROCE of
the Company and the performance peer group will be calculated
and percentiles will be determined. The table below details
the incentive opportunity based on Halliburton’s performance
relative to the performance peer group. If Halliburton’s relative

performance ranking is below the 25th percentile, there will be no
payment. If Halliburton’s relative performance ranking is between
the 25th, 50th, and 75th percentiles, the payout will be interpolated
accordingly.

2019 Cycle – Performance Matrix

Halliburton Ranking vs. Performance Peer Group

Threshold
25th Percentile

Target
50th Percentile

Maximum
75th Percentile

Incentive Opportunity as a % of Target

25%

100%

200%

Individual incentive opportunities are established based on
market references and the NEO’s role within the organization.
The Threshold, Target, and Maximum columns under the
heading Estimated Future Payouts Under Non-Equity Incentive
Plan Awards in the Grants of Plan-Based Awards in Fiscal

2019 table indicate the potential payout for each NEO under
the Performance Unit Program for the 2019 cycle. The potential
payouts are performance driven and completely at risk. Actual
payout amounts, if any, will not be determined until the three-year
cycle closes on December 31, 2021.

Supplemental Executive Retirement Plan

The objective of the Supplemental Executive Retirement Plan, or
SERP, is to provide a competitive level of pay replacement upon
retirement. The current pay replacement target is 75% of base
salary at age 65 with 25 years of service, using the highest annual
salary during the last three years of employment.

The material factors and guidelines considered in making an
allocation include: (i) retirement benefits provided, both qualified
and nonqualified; (ii) current compensation; (iii) length of service;
and (iv) years of service to normal retirement.

The calculation takes into account the following variables: (i) base
salary; (ii) years of service; (iii) age; (iv) employer portion of qualified
plan savings; (v) age 65 value of any defined benefit plan; and (vi)
existing nonqualified plan balances and any other retirement plans.

Several assumptions are made annually and include a base salary
increase percentage, qualified and nonqualified plan contributions
and investment earnings, and an annuity rate. These factors are
reviewed and approved annually by the Committee in advance
of calculating any awards.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

To determine the annual benefit, external actuaries calculate
the total lump sum retirement benefit needed at age 65 from all
company retirement sources to produce an annual retirement
benefit of 75% of highest annual salary during the last three years
of employment. Company retirement sources include any
Company contributions to qualified benefit plans and contributions
to nonqualified benefit plans. If the combination of these two
sources does not yield a total retirement balance that will meet the
75% objective, then contributions may be made annually through
the SERP to bring the total benefit up to the targeted level.

To illustrate, assume $10 million is needed at age 65 to produce an
annual retirement benefit equal to 75% of base salary. The participant
is projected to have $3 million in his qualified benefit plans resulting
from Company contributions at retirement and $4 million in his
nonqualified retirement plans resulting from Company contributions
at retirement. Since the total of these two sources is $7 million, a

shortfall of $3 million results. This is the amount needed to achieve
the 75% pay replacement objective. This shortfall may be offset
through annual contributions to the SERP.

Participation in the SERP is limited to the direct reports of the
CEO and other selected executives as recommended by the
CEO and approved at the discretion of the Committee. However,
participation one year does not guarantee future participation.
In 2019, the Committee authorized retirement allocations under
the SERP to all NEOs as listed in the Supplemental Table: All
Other Compensation and the 2019 Nonqualified Deferred
Compensation table.

All of the NEOs, except Mr. Loeffler, are fully vested in their
respective account balances. Balances for active and terminated
participants earn interest at an annual rate of 5% and 10%,
respectively.

Other Executive Benefits and Policies

Retirement and Savings Plan

All NEOs may participate in the Halliburton Retirement and Savings Plan, which is the defined contribution benefit plan available to all
eligible U.S. employees. The matching contribution amounts we contributed on behalf of each NEO are included in the Supplemental
Table: All Other Compensation.

Elective Deferral Plan

All NEOs may participate in the Halliburton Elective Deferral Plan,
which was established to provide highly compensated employees
with an opportunity to defer earned base salary and incentive
compensation in order to help meet retirement and other future
income needs.

Participants may elect to defer up to 75% of their annual base
salary and up to 75% of their incentive compensation into the plan.
Deferral elections must be made on an annual basis, including
the type and timing of distribution. Plan earnings are based on

Benefit Restoration Plan

the NEO’s choice of up to 12 investment options with varying
degrees of risk, including the risk of loss. Investment options may
be changed by the NEO daily.

In 2019, none of our NEOs participated in this plan. Messrs.
Rainey and Richard have account balances from participation in
the plan in prior years. Messrs. Miller, Loeffler, and Carre are not
participants in the plan. Further details can be found in the 2019
Nonqualified Deferred Compensation table.

The Halliburton Company Benefit Restoration Plan provides a
vehicle to restore qualified plan benefits which are reduced as a
result of limitations on contributions imposed under the Internal
Revenue Code or due to participation in other plans we sponsor
and to defer compensation that would otherwise be treated as
excessive remuneration within the meaning of Section 162(m) of
the Internal Revenue Code. Awards are made annually to those
who meet these criteria and earned interest at an annual rate as
defined by the plan document. Awards and corresponding interest
balances are 100% vested and distributed upon separation.

In accordance with the plan document, participants earn monthly
interest at the 120% AFR rate, provided the interest rate shall
be no less than 6% per annum or greater than 10% per annum.
Because the 120% AFR rate was below the 6% minimum interest
threshold, plan participants earned interest at an annual rate of
6% in 2019.

In 2019, all NEOs received awards under this plan in the amounts
included in the Supplemental Table: All Other Compensation and
the 2019 Nonqualified Deferred Compensation table.

HALLIBURTON ❘ 2020 Proxy StatementCompensation Discussion and Analysis

Perquisites

Effective January 1, 2019, we eliminated several perquisites
including tax gross ups for personal use of corporate aircraft,
executive physical examinations, and financial planning
reimbursements. We also eliminated reimbursements for country
club dues for all of our NEOs.

We do not provide cars to our NEOs. However, a car and
part-time driver is available for Mr. Miller’s limited use as needed
for security purposes and so that he can work while in transit to
meet customers or attend business-related functions.

We provided security at the personal residences of Messrs. Miller
and Loeffler during 2019.

As a result of the recommendations provided by an independent,
third-party security consultant, the Board has determined that
Mr. Miller must use company aircraft for all travel. The security
study also recommends that his spouse and children use

company-provided aircraft. The only personal use of the company
aircraft in 2019 for other NEOs is for spousal and dependent travel
on select business trips.

Mr. Rainey is an expatriate under our long-term expatriate
business practice. A differential is commonly paid to expatriates
in assignment locations where the cost of goods and services
is greater than the cost for the same goods and services in
the expatriate’s home country. Differentials are determined by
Mercer/ORC, a third-party consultant. Mr. Rainey receives certain
assignment allowances, including a goods and services differential
and host country housing and utilities. He also participates in our
tax equalization program, which neutralizes the tax effect of the
international assignment and approximates the tax obligation the
expatriate would pay in his home country.

Specific amounts for the above-mentioned perquisites are detailed
for each NEO in the Supplemental Table: All Other Compensation.

Clawback Policy

We have a clawback policy under which we will seek to recoup
incentive compensation in all appropriate cases paid to, awarded,
or credited for the benefit of any of our executive officers, which
include all NEOs, if and to the extent that:

zz The amount of incentive compensation was calculated based
on the achievement of financial results that were subsequently
reduced due to a restatement of our financial results;

zz The officer engaged in fraudulent conduct that caused the need

for the restatement; and

zz The amount of incentive compensation that would have been
paid to, awarded, or credited for the benefit of the officer, had
our financial results been properly reported, would have been
lower than the amount actually paid, awarded, or credited.

The policy also provides that we will seek to recoup incentive
compensation in all appropriate cases paid to, awarded to, or
credited for the benefit of any of our executive officers, which
include all NEOs, and certain other senior officers, if and to the
extent that:

zz It is determined that, in connection with the performance of
that officer’s duties, he or she breached his or her fiduciary duty
by knowingly or recklessly engaging in a material violation of
a U.S. federal or state law, or failed to supervise an employee
who substantially participated in such a violation; or

zz The officer is named as a defendant in a law enforcement
proceeding for having breached his or her fiduciary duty by
knowingly or recklessly engaging in a material violation of a U.S.
federal or state law, the officer disagrees with the allegations
relating to the proceeding, and either (i) we initiate a review and
determine that the alleged action is not indemnifiable or (ii) the
officer does not prevail at trial, enters into a plea arrangement,
agrees to the entry of a final administrative or judicial order
imposing sanctions, or otherwise admits to the violation in a
legal proceeding.

The disinterested members of the Board and the disinterested
members of the Compensation Committee and the Nominating
and Corporate Governance Committee may be involved in
reviewing, considering, and making determinations regarding the
officer’s alleged conduct, whether recoupment is appropriate or
required, and the type and amount of incentive compensation to
be recouped from the officer.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comCompensation Discussion and Analysis

Stock Ownership Requirements

We have stock ownership requirements for our executive officers,
which include all the NEOs, to further align their interests with our
shareholders.

Our CEO is required to own Halliburton common stock in an
amount equal to or in excess of six times his annual base salary.
Executive officers that report directly to the CEO are required to
own an amount of Halliburton common stock equal to or in excess
of three times their annual base salary, and all other executive
officers are required to own an amount of Halliburton common
stock equal to or in excess of two times their annual base salary.
The Committee reviews their holdings, which include restricted
shares and all other Halliburton common stock owned by the

Hedging and Pledging Policy

We have a policy under which our Directors and executive officers,
which include all NEOs, and certain senior officers are prohibited
from:

zz hedging activities related to Halliburton securities; and

zz the pledging of Halliburton securities.

The policy defines hedging activities as the use of any financial
instrument designed to hedge or offset a change in the market
value of any Halliburton security, and defines pledging as the
use of a Halliburton security or any related derivative security as
collateral for any form of indebtedness.

officer, at each December meeting. Each executive officer has
five years to meet the requirements, measured from the date the
officer becomes subject to the ownership level for the applicable
office.

After the five-year stock ownership period, as described above,
executive officers who have not met their minimum ownership
requirement must retain 100% of the net shares acquired upon
restricted stock vesting until they achieve their required ownership
level. During this time period, any stock option exercise must be
an exercise and hold.

As of December 31, 2019, all NEOs met the requirements.

Additionally, the policy:

zz discourages all employees and Directors from speculative
activities in Halliburton securities and related derivative
securities, such as puts or call options;

zz applies to all Halliburton securities, including restricted stock,
restricted stock units, options, and debt securities, which are
issued by any Halliburton entity, and any other security directly
or indirectly exercisable for or convertible or exchangeable into
any Halliburton security; and

zz applies regardless of whether or not the securities were

acquired from our equity compensation plans.

Elements of Post-Termination Compensation and Benefits

Termination events that trigger payments and benefits include
normal or early retirement, cause, death, disability, and voluntary
termination. Post-termination or change-in-control payments may
include severance, accelerated vesting of restricted stock and
stock options, payments under cash-based short- and long-term

incentive plans, payout of nonqualified account balances, and
health benefits, among others. The impact of various events on
each element of compensation for the NEOs is detailed in the
Post-Termination or Change-In-Control Payment table.

Impact of Regulatory Requirements on Compensation

Section 162(m) of the Internal Revenue Code generally disallows
a tax deduction to public companies for compensation paid to the
CEO, CFO, or any of the three other most highly compensated
officers to the extent the compensation exceeds $1 million in any
year. Effective for tax years beginning after December 31, 2017,
Section 162(m) has been revised to eliminate the performance-
based compensation exception.

Prior to this change in the tax law, our Stock and Incentive Plan
enabled qualification of stock options, stock appreciation rights,
and performance share awards, as well as short- and long-term

cash performance plans under Section 162(m). Our policy is
to utilize available tax deductions whenever appropriate and
consistent with our compensation philosophy. When designing
and implementing our executive compensation program, the
Committee considers all relevant factors, including tax deductibility
of compensation, and will consider the federal tax deductibility of
compensation in excess of $1 million a year to the extent doing so
is consistent with our executive compensation objectives.

HALLIBURTON ❘ 2020 Proxy StatementExecutive Compensation Tables

Summary Compensation Table

The following tables set forth information regarding our CEO, CFO, and our three other most highly compensated executive officers
for the fiscal year ended December 31, 2019.

Name and
Principal Position

Year

Salary
($)

Bonus
($)

Jeffrey A. Miller

2019

1,500,000

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Change In
Pension Value
and NQDC
Earnings
($)

All Other
Compensation
($)

Total
($)

3,584,073

5,730,380

139,300

1,799,861 12,753,614

2018

1,400,000

3,137,712

1,253,184

9,628,708

2017

1,175,000

0 10,168,098

1,506,020

8,692,468

2019

2018

650,000

375,000

888,858

1,316,925

626,190

60,626

47,006

59,532

4,656

269

1,533,288 16,999,898

1,477,246 23,078,364

465,091

2,008,605

218,632

2,597,642

Chairman, President
and Chief Executive
Officer

Lance Loeffler
Executive Vice
President and Chief
Financial Officer

Eric J. Carre

2019

800,000

Executive Vice
President – Global
Business Lines

Joe D. Rainey

President – Eastern
Hemisphere

Mark J. Richard

President – Western
Hemisphere

2019

2018

2017

2019

910,000

875,000

835,000

716,678

848,065

1,129,322

2,485,124

45,466

737,503

4,916,158

3,307,924

409,467

2,368,494

8,125,207

1,223,016

488,976

5,240,944

11,626

3,135,200

10,974,762

3,703,772

537,948

5,040,420

241,270

3,636,965

13,995,375

1,129,322

1,656,000

88,574

1,321,431

4,912,005

Salary. The amounts in the Salary column reflect the salary earned
by each NEO.

Stock Awards. The amounts in the Stock Awards column reflect
the grant date fair value of the restricted stock awarded in 2019.
Except where there is a distinction to make between the two types
of awards, this proxy statement refers to both restricted stock
and restricted stock units as “restricted stock”. We calculate the
fair value of restricted stock awards by multiplying the number of
restricted shares or units granted by the closing stock price on
the grant date.

Option Awards. As discussed in Compensation Discussion and
Analysis, we discontinued granting Option Awards to NEOs in
2019.

Non-Equity Incentive Plan Compensation. The Non-Equity
Incentive Plan Compensation column reflect amounts earned
in 2019 and paid in 2020 for the 2017 cycle Performance Unit
Program.

The 2017 cycle Performance Unit Program amounts paid to each
NEO are: $5,730,380 for Mr. Miller; $2,485,124 for Mr. Carre;
$3,307,924 for Mr. Rainey; and $1,656,000 for Mr. Richard.
Mr. Loeffler was not a participant in the 2017 cycle Performance
Unit Program. The amounts paid to the NEOs for the 2017 cycle
Performance Unit Program differ from what is shown in the
Grants of Plan-Based Awards in Fiscal Year 2019 table under
Estimated Future Payments Under Non-Equity Incentive Plan
Awards. That table indicates the potential award amounts under
the 2019 cycle Performance Unit Program, which will close on
December 31, 2021.

As discussed in the Compensation Discussion and Analysis, no
amounts were earned by our NEOs under the 2019 Halliburton
Annual Performance Pay Plan because the minimum threshold
performance level was not achieved.

Change in Pension Value and NQDC Earnings. The amounts
in the Change in Pension Value and NQDC Earnings column are
attributable to the above-market earnings for various nonqualified
plans. The methodology for determining what constitutes above-

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com

Executive Compensation Tables

market earnings is the difference between the interest rate as
stated in the applicable nonqualified plan document and the
Internal Revenue Service Long-Term 120% AFR rate as of
December 31, 2019. The 120% AFR rate used for determining
above-market earnings in 2019 was 2.52%.

Supplemental Executive Retirement Plan Above-Market Earnings.
The current interest rate for active participant accounts in the
Supplemental Executive Retirement Plan is 5% as defined by the
plan document. The above-market earnings for active participants
equaled 2.48% (5% (plan interest) minus 2.52%) for 2019.

NEOs earned above-market earnings for their balances associated
with the plan as follows: $122,789 for Mr. Miller; $3,920 for
Mr. Loeffler; $37,791 for Mr. Carre; and $132,303 for Mr. Rainey.

Benefit Restoration Plan Above-Market Earnings. In accordance
with the plan document, participants earn monthly interest at the
120% AFR rate, provided the interest rate shall be no less than
6% per annum or greater than 10% per annum. Because the
120% AFR rate was below the 6% minimum interest threshold,
the above-market earnings associated with this plan were 3.48%
(6% (plan interest) minus 2.52%) for 2019.

NEOs earned above-market earnings for their balances
associated with the plan as follows: $16,511 for Mr. Miller;

$736 for Mr. Loeffler; $7,675 for Mr. Carre; $16,212 for Mr. Rainey;
and $4,582 for Mr. Richard.

Elective Deferral Plan Above-Market Earnings. The average NEO
earnings for the balances associated with the Elective Deferral
Plan were 9.02% for 2019. The above-market earnings associated
with this plan equaled 6.50% (9.02% minus 2.52%) for 2019.

NEOs earned above-market earnings for balances associated
with the plan as follows: $260,952 for Mr. Rainey; and $83,992 for
Mr. Richard. Messrs. Miller, Loeffler, and Carre are not participants
in and do not have any prior balances in the Elective Deferral Plan.

The amounts shown in this column differ from the amounts shown
for the Supplemental Executive Retirement Plan, the Benefit
Restoration Plan, and the Elective Deferral Plan in the 2019
Nonqualified Deferred Compensation table under the Aggregate
Earnings in Last Fiscal Year column because that table includes
all earnings and losses and the Summary Compensation Table
shows above-market earnings only.

All Other Compensation. Detailed information for amounts
included in the All Other Compensation column can be found in
the Supplemental Table: All Other Compensation.

Supplemental Table: All Other Compensation

The following table details the components of the All Other Compensation column of the Summary Compensation Table for 2019.

Halliburton
Foundation
($)

Halliburton
Giving
Choices
($)

HALPAC
($)

Restricted
Stock
Dividends
($)

HRSP
Employer
Match
($)

Benefit
Restoration
Plan
($)

HRSP
Basic
($)

Name

Expatriate
Assignment
($)

SERP
($)

All
Other
($)

Total
($)

Jeffrey A. Miller

112,500

1,000

5,000

309,412

13,750 5,600

85,400 1,205,000

Lance Loeffler

Eric J. Carre

Joe D. Rainey

Mark J. Richard

45,000

1,000

5,000

47,400

14,000 5,600

25,900

332,000

88,503

14,000 5,600

36,400

592,000

14,000 5,600

44,100

983,000

1,321,794

0 2,368,494

5,000

45,473

13,177 5,600

30,567 1,129,000

47,534 1,321,431

62,199 1,799,861

35,116

465,091

737,503

Halliburton Foundation. The Halliburton Foundation allows
NEOs and other employees to donate to approved universities,
medical hospitals, and primary schools of their choice. In 2019,
the Halliburton Foundation matched donations up to $20,000
on a 2.25 for 1 basis. Mr. Miller participated in the Halliburton
Foundation’s matching program for Directors, which allowed his
2019 contributions up to $50,000 to qualified organizations to be
matched on a 2.25 for 1 basis.

Halliburton Political Action Committee. The Halliburton Political
Action Committee, or HALPAC, allows NEOs and other eligible
employees to donate to political candidates and participate in
the political process. We match the NEOs’ and other employees’
donations to HALPAC dollar-for-dollar to a 501(c)(3) status
nonprofit organization of the contributor’s choice. The amounts
shown represent the match amounts donated to charities on
behalf of the NEOs in 2019.

Halliburton Giving Choices. The Halliburton Giving Choices
Program allows NEOs and other employees to donate to approved
not-for-profit charities of their choice. We match donations by
contributing ten cents for every dollar contributed by employees.
The amounts shown represent the match amounts the program
donated to charities on behalf of the NEOs in 2019.

HALLIBURTON ❘ 2020 Proxy StatementExecutive Compensation Tables

Executive Compensation Tables

Restricted Stock Dividends. This is the amount of dividends
paid on restricted stock held by NEOs in 2019. Restricted stock
units granted to employees do not receive dividend payments.

Retirement and Savings Plan Employer Match. This is the
contribution we made on behalf of each NEO to the Retirement
and Savings Plan, our defined contribution plan. We match
employee contributions up to 5% of each employee’s eligible
base salary up to the 401(a)(17) compensation limit of $280,000
in 2019.

Retirement and Savings Plan Basic Contribution. This is the
contribution we made on behalf of each NEO to the Retirement
and Savings Plan. If actively employed on December 31, 2019, or
if they meet retirement eligibility requirements of the plan as of their
separation date, each employee receives a contribution equal to
2% of their eligible base pay up to the 401(a)(17) compensation
limit of $280,000 in 2019.

Benefit Restoration Plan. This is the award earned under the
Benefit Restoration Plan in 2019 as discussed in the Benefit
Restoration Plan section of Compensation Discussion and
Analysis. Associated interest, awards, and beginning and ending
balances for the Benefit Restoration Plan are included in the 2019
Nonqualified Deferred Compensation table.

Supplemental Executive Retirement Plan. This is the award
approved under the Supplemental Executive Retirement Plan in
2019 as discussed in the Supplemental Executive Retirement Plan
section of Compensation Discussion and Analysis. Associated
interest, awards, and beginning and ending balances for the
Supplemental Executive Retirement Plan are included in the 2019
Nonqualified Deferred Compensation table.

Expatriate Assignment. In 2019, Mr. Rainey received
compensation associated with his expatriate assignment similar
in type to that received by other expatriates on comparable

assignments. He received $89,392 for cost of living adjustment;
$91,000 mobility premium; $1,002,226 for tax equalization;
$112,786 for imputed housing allowance; $13,320 for imputed
vacation travel; and $13,070 for auto imputed allowance.

All Other.

zz Aircraft Usage. As a result of the recommendations provided
by an independent, third-party security consultant, the Board
has determined that Mr. Miller must use company aircraft for
all travel. The security study also recommends that his spouse
and children use company-provided aircraft. The only personal
use of company aircraft in 2019 for other NEOs was for spousal
and dependent travel on select business trips. For 2019, the
incremental cost to us for this personal use of our aircraft was
as follows: $50,214 for Mr. Miller and $9,839 for Mr. Loeffler.
For total compensation purposes in 2019, we valued the
incremental cost of the personal use of aircraft using a method
that takes into account: landing, parking, hanger, flight planning
services, and dead-head costs; crew travel expenses; supplies
and catering; aircraft fuel and oil expenses per hour of flight;
any customs, foreign permit, and similar fees; and passenger
ground transportation. NEOs are not reimbursed for the tax
impact of any imputed income resulting from aircraft usage.

zz Home Security. We provide security for residences based on
risk assessments. In 2019, home security costs were as follows:
$3,363 for Mr. Miller and $25,277 for Mr. Loeffler.

zz Car/Driver. A car and part-time driver is available for Mr. Miller’s
limited use as needed for security purposes and so that he can
work while in transit to meet customers or attend business-
related functions. In 2019, the cost to us was $8,622.

zz Other Compensation for Mr. Richard. In 2019, Mr. Richard
received $37,184 in imputed income for relocation and $10,350
in service anniversary gifts.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comExecutive Compensation Tables

Grants of Plan-Based Awards in Fiscal 2019

The following table represents amounts associated with the 2019 cycle Performance Unit Program, the 2019 Annual Performance
Pay Plan, and restricted stock awards granted in 2019 to our NEOs.

Name

Jeffrey A. Miller

Lance Loeffler

Eric J. Carre

Joe D. Rainey

Mark J. Richard

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Grant Date

Threshold
($)

Target
($)

Maximum
($)

1,203,958

4,815,832

9,631,664(1)

900,000

2,250,000

4,500,000(2)

12/04/2019

359,869

1,439,476

2,878,952(1)

260,000

650,000

1,300,000(2)

352,174

1,408,696

2,817,392(1)

320,000

800,000

1,600,000(2)

469,847

1,879,388

3,758,776(1)

400,400

1,001,000

2,002,000(2)

469,847

1,879,388

3,758,776(1)

275,000

687,500

1,375,000(2)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)

Grant Date
Fair Value
of Stock and
Options
Awards
($)

166,934

3,584,073

41,400

888,858

39,500

848,065

52,600

1,129,322

52,600

1,129,322

(1) Opportunity levels under the 2019 cycle of the Performance Unit Program.
(2) Opportunity levels under the 2019 Halliburton Annual Performance Pay Plan.

As indicated by footnote (1), the opportunities for each NEO under
the 2019 cycle Performance Unit Program if the Threshold, Target,
or Maximum levels are achieved are reflected under Estimated
Future Payouts Under Non-Equity Incentive Plan Awards.
The potential payouts are performance driven and completely
at risk. For more information on the 2019 cycle Performance
Unit Program, refer to Long-term Incentives in Compensation
Discussion and Analysis.

As indicated by footnote (2), the opportunities for each NEO
under the 2019 Halliburton Annual Performance Pay Plan are
also reflected under Estimated Future Payouts Under Non-Equity
Incentive Plan Awards. The potential payouts are performance
driven and completely at risk. For more information on the 2019
Halliburton Annual Performance Pay Program, refer to Short-term
(Annual) Incentive in Compensation Discussion and Analysis. No
amounts were earned by our NEOs under the 2019 Halliburton
Annual Performance Pay Plan because the minimum threshold
performance level was not achieved.

All restricted stock awards are granted under the Stock and
Incentive Plan. The awards listed under All Other Stock Awards:
Number of Shares of Stock or Units were awarded to each NEO
on the date indicated by the Compensation Committee.

The restricted stock grants awarded to the NEOs during 2019
are subject to a graded vesting schedule of 20% per year over
five years. All restricted shares are priced at fair market value on
the date of grant. Quarterly dividends are paid on the restricted
shares at the same time and rate payable on our common stock,
which was $0.18 per share during 2019. The shares may not be
sold or transferred until fully vested. The shares remain subject
to forfeiture during the restricted period in the event of the NEO’s
termination of employment or an unapproved early retirement.

HALLIBURTON ❘ 2020 Proxy Statement

Executive Compensation Tables

Outstanding Equity Awards at Fiscal Year End 2019

The following table represents outstanding stock option and restricted stock awards for our NEOs as of December 31, 2019. The
market value of shares or units of stock not vested was determined by multiplying the number of unvested restricted shares at year
end by the closing price of our common stock on the NYSE of $24.47 on December 31, 2019.

Option Awards

Stock Awards

Name

Jeffrey A. Miller(1)

TOTAL

Lance Loeffler(2)

TOTAL

Eric J. Carre(3)

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

55,700

115,100

99,200

69,500

–

85,667

57,067

–

482,234

15,594

–

27,912

11,119

–

6,806

17,034

–

78,465

8,300

24,750

9,534

–

30,100

22,951

16,701

–

42,833

114,133

–

156,966

–

5,559

–

13,610

34,066

–

53,235

–

11,474

33,399

–

Grant Date

12/4/2013

12/3/2014

12/2/2015

12/7/2016

6/1/2017

12/6/2017

12/5/2018

12/4/2019

1/2/2015

5/1/2015

1/4/2016

1/3/2017

5/3/2017

1/2/2018

12/5/2018

12/4/2019

1/2/2014

1/2/2015

1/4/2016

5/1/2016

12/7/2016

12/6/2017

12/5/2018

12/4/2019

Option
Exercise
Price
($)

50.62

40.75

38.95

53.54

43.38

31.44

Option
Expiration
Date

12/4/2023

12/3/2024

12/2/2025

12/7/2026

12/6/2027

12/5/2028

39.49

1/2/2025

34.48

55.68

49.61

31.44

50.01

39.49

34.48

53.54

43.38

31.44

1/4/2026

1/3/2017

1/2/2028

12/5/2028

1/2/2024

1/2/2025

1/4/2026

12/7/2026

12/6/2027

12/5/2028

Number of
Shares
or Units
of Stock
Not Vested
(#)

Market Value
of Shares
or Units of
Stock
Not Vested
($)

–

11,140

16,720

150,000

46,260

79,840

166,934

470,894

1,646

203

4,176

3,889

8,840

6,128

23,840

41,400

90,122

–

3,495

6,682

40,000

7,240

12,420

23,360

39,500

–

272,596

409,138

3,670,500

1,131,982

1,953,685

4,084,875

11,522,776

40,278

4,967

102,187

95,164

216,315

149,952

583,365

1,013,058

2,205,286

–

85,523

163,509

978,800

177,163

303,917

571,619

966,565

TOTAL

112,336

44,873

132,697

3,247,096

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com

Executive Compensation Tables

Option Awards

Stock Awards

Name

Joe D. Rainey(4)

TOTAL

Mark J. Richard(5)

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Option
Exercise
Price
($)

14,566

37,933

45,500

59,500

58,700

40,100

–

30,601

22,267

–

15,299

44,533

–

309,167

59,832

7,000

4,600

6,400

13,900

7,900

14,807

–

28,604

11,413

8,007

14,642

–

5,706

16,012

29,282

–

35.57

33.50

50.62

40.75

38.95

53.54

43.38

31.44

31.65

40.83

34.15

36.31

50.01

39.49

34.48

55.68

49.61

27.14

Grant Date

12/6/2011

12/5/2012

12/4/2013

12/3/2014

12/2/2015

12/7/2016

5/17/2017

12/6/2017

12/5/2018

12/4/2019

1/5/2010

1/1/2011

1/3/2012

1/3/2013

1/2/2014

1/2/2015

10/27/2015

1/4/2016

1/3/2017

1/2/2018

12/20/2018

12/4/2019

TOTAL

117,273

51,000

Option
Expiration
Date

12/6/2021

12/5/2022

12/4/2023

12/3/2024

12/2/2025

12/7/2026

12/6/2027

12/5/2028

1/5/2020

1/1/2021

1/3/2022

1/3/2023

1/2/2024

1/2/2025

1/4/2026

1/3/2027

1/2/2028

12/20/2028

Number of
Shares
or Units
of Stock
Not Vested
(#)

Market Value
of Shares
or Units of
Stock
Not Vested
($)

–

6,580

9,680

54,089

16,560

31,120

52,600

170,629

–

2,091

2,134

6,682

6,245

11,288

20,633

52,600

101,673

–

161,013

236,870

1,323,558

405,223

761,506

1,287,122

4,175,292

–

51,167

52,219

163,509

152,815

276,217

504,890

1,287,122

2,487,939

(1) Mr. Miller’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over

each grant’s five-year vesting schedule, except for the June 1, 2017, award, which will vest 100% five years from the date of grant.

(2) Mr. Loeffler’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts

over each grant’s five-year vesting schedule, except for the May 3, 2017, award, which will vest 100% three years from the date of grant.

(3) Mr. Carre’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over

each grant’s five-year vesting schedule, except for the May 1, 2016, award, which will vest 100% five years from the date of grant.

(4) Mr. Rainey’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts

over each grant’s five-year vesting schedule, except for the May 17, 2017, award, which will vest 100% five years from the date of grant.

(5) Mr. Richard’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts

over each grant’s five-year vesting schedule.

HALLIBURTON ❘ 2020 Proxy Statement

Executive Compensation Tables

2019 Option Exercises and Stock Vested

The following table represents stock options exercised and restricted shares that vested during fiscal year 2019 for our NEOs.

Name

Jeffrey A. Miller

Lance Loeffler

Eric J. Carre

Joe D. Rainey

Mark J. Richard

Option Awards

Stock Awards

Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)

–

112,580

13,726

46,596

31,120

68,730

2,434,715

333,642

1,149,906

671,131

1,970,666

The value realized for vested restricted stock awards was determined by multiplying the fair market value of the shares (closing price of
our common stock on the NYSE on the vesting date) by the number of shares that vested. Shares vested on various dates throughout
the year. The value listed represents the aggregate value of all shares that vested for each NEO in 2019.

2019 Nonqualified Deferred Compensation

The 2019 Nonqualified Deferred Compensation table reflects balances in our nonqualified plans as of January 1, 2019, contributions
made by the NEO and us during 2019, earnings (the net of the gains and losses on funds, as applicable), distributions, and the ending
balance as of December 31, 2019. The plans are described in Compensation Discussion and Analysis.

Name

Jeffrey A. Miller

Plan

SERP

Lance Loeffler

Eric J. Carre

Joe D. Rainey

Mark J. Richard

Benefit Restoration

TOTAL

SERP

Benefit Restoration

TOTAL

SERP

Benefits Restoration

TOTAL

SERP

Benefit Restoration

Elective Deferral

TOTAL

SERP

Benefit Restoration

Elective Deferral

TOTAL

Executive
Contributions
In Last
Fiscal Year
($)

Registrant
Contributions
In Last
Fiscal Year
($)

Aggregate
Earnings
In Last
Fiscal Year
($)

Aggregate
Distributions
($)

1,205,000

247,700

85,400

28,556

1,290,400

276,256

332,000

25,900

357,900

592,000

36,400

628,400

983,000

44,100

1,027,100

1,129,000

30,567

1,159,567

7,927

1,275

9,202

76,262

13,272

89,534

266,825

28,025

358,073

652,923

7,924

120,542

128,466

01/01/19
Balance
($)

4,956,791

477,957

5,434,748

159,000

21,366

180,366

1,526,623

222,110

1,748,733

5,338,166

468,779

3,854,001

9,660,946

132,636

1,450,417

1,583,053

Aggregate
Balance At
Last Fiscal
Year End
($)

6,409,491

591,913

7,001,404

498,927

48,541

547,468

2,194,885

271,782

2,466,667

6,587,991

540,904

4,212,074

11,340,969

1,129,000

171,127

1,570,959

2,871,086

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comEmployment Contracts and Change-in-Control
Arrangements

Employment Contracts

All of our NEOs have employment agreements with us that contain
substantial non-compete and non-solicitation provisions post
separation.

The employment agreements provide that if the agreement
is terminated by the employee for good reason or by death,
disability, or retirement or his employment is terminated by the

Company for any reason other than cause or a fiduciary violation,
all restrictions on restricted stock and units will lapse. In addition,
in the case of a termination by the employee for good reason or
termination by the Company for any reason other than cause or
a fiduciary violation, the employee will receive a lump sum cash
payment equal to two years of his base salary then in effect.

Change-In-Control Arrangements

We do not maintain individual change-in-control agreements or
provide for excise tax gross-ups on any payments associated
with a change-in-control. Some of our compensation plans,
however, contain change-in-control provisions, which could result
in payment of specific benefits.

Under the Stock and Incentive Plan, in the event of a change-in-
control, awards granted after February 13, 2019, are subject to
double-trigger vesting, such that, if a participant is terminated due
to involuntary termination without cause, death, disability, good
reason (as defined in an employment agreement, or a similar
constructive termination event, in each case, only if a severance
benefit is payable upon termination of employment due to such
event pursuant to an employment agreement) or other event as
specified in the participant’s award document within the period
beginning on the date of the public announcement of a transaction
that, if consummated, would constitute a corporate change and
ending on the date that is the earlier of the announcement of the
termination of the proposed transaction or two years after the
consummation of the transaction (a Qualifying Termination), the
following will occur automatically:

Under the Annual Performance Pay Plan:

zz in the event of a change-in-control during a plan year, a
participant experiencing a Qualifying Termination will be entitled
to payment equal to the target amount of the award he or she
would have been entitled to receive, without proration; and

zz in the event of a change-in-control after the end of a plan year
but before the payment date, a participant will be entitled to
an immediate cash payment equal to the incentive earned for
the plan year.

Under the Performance Unit Program:

zz in the event of a change-in-control during a performance
cycle, a participant experiencing a Qualifying Termination will
be entitled to payment equal to the target amount of the award
he or she would have been entitled to receive, without proration;
and

zz in the event of a change-in-control after the end of a performance
cycle but before the payment date, a participant will be entitled
to an immediate cash payment equal to the award earned for
that performance cycle.

zz any outstanding options and stock appreciation rights shall
become immediately vested and fully exercisable for the full
term thereof;

Under the Employee Stock Purchase Plan, in the event of a
change-in-control, unless the successor corporation assumes
or substitutes new stock purchase rights:

zz any restrictions on restricted stock awards shall immediately

lapse;

zz all performance measures upon which an outstanding
performance award is contingent are deemed achieved and
the holder shall receive a payment equal to the target amount
of the award he or she would have been entitled to receive; and

zz any outstanding cash awards, including stock value equivalent
awards, immediately vest and are paid based on the vested
value of the award.

zz the purchase date for the outstanding stock purchase rights will
be accelerated to a date fixed by the Compensation Committee
prior to the effective date of the change-in-control; and

zz upon such effective date, any unexercised stock purchase
rights will expire and we will refund to each participant the
amount of his or her payroll deductions made for purposes
of the Employee Stock Purchase Plan that have not yet been
used to purchase stock.

HALLIBURTON ❘ 2020 Proxy StatementPost-Termination or Change-in-Control Payments

The following tables and narratives represent the impact of certain termination events or a change-in-control on each element of
compensation for NEOs as of December 31, 2019.

Termination Event

Early
Retirement
w/o
Approval
($)

Early
Retirement
w/Approval
($)

Resignation
($)

Normal
Retirement
($)

Term
for Cause
($)

11,522,776

9,515,164

Term
w/o
Cause
($)

3,000,000

Change in
Control
($)

11,522,776

7,437,901

12,034,989

Name

Jeffrey A.
Miller

Payments

Severance

Annual Perf. Pay Plan

Restricted Stock

Stock Options

Performance Units

Nonqualified Plans

7,001,404

Health Benefits

12,000

Nonqualified Plans

48,541

Lance
Loeffler

TOTAL

Severance

Annual Perf. Pay Plan

Restricted Stock

Stock Options

Performance Units

Health Benefits

TOTAL

Eric J. Carre

Severance

Annual Perf. Pay Plan

Restricted Stock

Stock Options

Performance Units

Health Benefits

TOTAL

Joe D. Rainey Severance

Annual Perf. Pay Plan

Restricted Stock

Stock Options

Performance Units

7,001,404

7,013,404

28,051,344

28,039,344

7,001,404

21,524,180

19,472,890

2,205,286

959,651

48,541

959,651

48,541

1,300,000

2,205,286

1,192,228

48,541

3,213,478

48,541

3,553,827

1,192,228

3,247,096

2,628,527

1,600,000

3,247,096

2,280,531

4,174,520

2,466,667

8,342,290

2,466,667

7,313,763

6,455,051

4,175,292

3,505,453

1,820,000

4,175,292

2,888,170

5,560,452

Nonqualified Plans

2,466,667

Nonqualified Plans

11,340,969

Health Benefits

12,000

Mark J.
Richard

TOTAL

Severance

Annual Perf. Pay Plan

Restricted Stock

Stock Options

Performance Units

11,340,969

11,352,969

19,033,714

19,021,714

11,340,969

17,336,261

8,448,622

2,487,939

2,586,258

1,450,000

2,487,939

1,200,817

2,989,333

Nonqualified Plans

2,871,086

12,000

2,871,086

2,883,086

7,957,283

7,945,283

2,871,086

6,809,025

4,190,150

Health Benefits

TOTAL

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comPost-Termination or Change-in-Control Payments

Resignation. Resignation is defined as leaving employment with
us voluntarily, without having attained early or normal retirement
status (see the applicable sections below for information on what
constitutes these statuses). Upon resignation, the following actions
will occur for the NEO’s various elements of compensation:

zz Severance Pay. No severance would be paid to the NEO.

zz Restricted Stock. Any restricted stock holdings would be
forfeited upon the date of resignation. Restricted stock holdings
information can be found in the Outstanding Equity Awards at
Fiscal Year End 2019 table.

zz Stock Options. The NEO must exercise outstanding, vested
options within 30 - 90 days after the NEO’s resignation or the
options will be forfeited as per the terms of the stock option
agreements. Any unvested stock options would be forfeited.
Stock option information can be found in the Outstanding
Equity Awards at Fiscal Year End 2019 table.

zz Performance Units. The NEO would not be eligible to receive

payments under the Performance Unit Program.

zz Nonqualified Plans. The NEO is entitled to any vested benefits
under the applicable nonqualified plans as shown in the 2019
Nonqualified Deferred Compensation table. Payments from
the Supplemental Executive Retirement Plan and Benefit
Restoration Plan are paid out of an irrevocable grantor trust.
The principal and income of the trust are treated as our assets
and income for federal income tax purposes and are subject
to the claims of our general creditors to the extent provided in
the plan. The Elective Deferral Plan is unfunded and we make
payments from our general assets. Payments from these plans
may be paid in a lump sum or in annual installments for a
maximum ten-year period.

zz Health Benefits. The NEO is not eligible for the $12,000 credit

to assist in paying for retiree medical costs.

Early Retirement. A NEO becomes eligible for early retirement
when the NEO has attained age 55 with ten years of service
or when the NEO’s age and years of service equals 70 points.
Eligibility for early retirement does not guarantee retention of stock
awards (lapse of forfeiture restrictions on restricted stock and
ability to exercise outstanding options for the remainder of the
stated term). Early retirement eligibility is a condition that must be
met before the Compensation Committee will consider retention
of stock awards upon separation from employment. For example,
if a NEO is eligible for early retirement but is leaving us to go to
work for a competitor, then the NEO’s stock awards would not
be considered for retention.

Early Retirement (Without Approval). The impact on the NEO’s
various elements of compensation is the same as described under
Resignation except as follows:

zz Health Benefits. A NEO that was age 40 or older as of
December 31, 2004, and qualifies for early retirement under
our health and welfare plans, which require that the NEO has
attained age 55 with ten years of service or that the NEO’s

age and years of service equals 70 points with a minimum
of ten years of service, is eligible for a $12,000 credit toward
retiree medical costs incurred prior to age 65. The credit is
only applicable if the NEO chooses Halliburton retiree medical
coverage. This benefit is amortized as a monthly credit applied
to the cost of retiree medical coverage based on the number
of months from the time of early retirement to age 65. For
example, if a NEO is 10 years or 120 months away from age 65
at the time of the NEO’s early retirement, the NEO will receive
a monthly credit in the amount of $100 ($12,000/120 months).
Should the NEO choose not to elect coverage with Halliburton
after the NEO’s separation, the NEO would not receive any
cash in lieu of the credit.

Early Retirement (With Approval). The following actions will
occur for the NEO’s various elements of compensation:

zz Severance Pay. No severance would be paid to the NEO.

zz Restricted Stock. Any stock holdings restrictions would
lapse upon the date of retirement. Restricted stock holdings
information can be found in the Outstanding Equity Awards at
Fiscal Year End 2019 table.

zz Stock Options. The NEO will be granted retention of the
NEO’s option awards. The unvested awards will continue to
vest per the vesting schedule outlined in the NEO stock option
agreements and any vested options will not expire until 10 years
from the grant award date. Stock option information can be
found in the Outstanding Equity Awards at Fiscal Year End
2019 table.

zz Performance Units. The NEO will participate on a prorated basis
for any Performance Unit Program cycles that have not been
completed at the time of the NEO’s retirement. These payments,
if earned, are paid out and the NEO would receive payments at
the same time as other participants, which is usually no later
than March of the year following the close of the cycle.

zz Nonqualified Plans. The NEO is entitled to any vested benefits
under the applicable nonqualified plans as shown in the 2019
Nonqualified Deferred Compensation table. Refer above to
Resignation for more information on Nonqualified Plans.

zz Health Benefits. Same as described under Early Retirement

(Without Approval).

Normal Retirement. A NEO would be eligible for normal
retirement should the NEO cease employment at age 65 or later.
The impact on the NEO’s various elements of compensation is
the same as described under Early Retirement (With Approval)
except as follows:

zz Health Benefits. The NEO is not eligible for the $12,000 credit

to assist in paying for retiree medical costs.

Termination (For Cause). Should we terminate a NEO for cause,
such as violating our Code of Business Conduct, the impact on
the NEO’s various elements of compensation is the same as
described under Resignation.

HALLIBURTON ❘ 2020 Proxy StatementPost-Termination or Change-in-

Control Payments

Post-Termination or Change-in-Control Payments

Termination (Without Cause). Should we terminate a NEO
without cause, such as termination at our convenience, then
the provisions of the NEO’s employment agreement related to
severance payments and lapsing of stock restrictions would apply.
Payments for these items are conditioned on a release agreement
being executed by the NEO. The impact on the NEO’s various
elements of compensation is the same as described under Normal
Retirement except as follows:

zz Severance Pay. Severance is paid according to terms of the
applicable employment agreement. Each NEO would receive
severance in the amount of two times base salary at the time
of termination.

zz Performance Units. No payment would be paid to the NEO

under the Performance Unit Program.

Change-in-Control. Should a change-in-control take place, the
following actions will occur for the NEO’s various elements of
compensation:

zz Annual Performance Pay Plan. A NEO experiencing a Qualifying
Termination will be entitled to payment equal to the target
amount of the award he or she would have been entitled to
receive, without proration. In the event of a change-in-control
after the end of a plan year but before the payment date, the
NEO is entitled to an immediate cash payment equal to the
incentive earned for the plan year.

zz Restricted Stock. Restricted shares granted under the Stock
and Incentive Plan prior to February 13, 2019, are automatically
vested. Restricted shares granted on or after February 13, 2019,
only vest in the event of a Qualifying Termination. Restricted
stock holdings information can be found in the Outstanding
Equity Awards at Fiscal Year End 2019 table.

zz Stock Options. Any outstanding options granted under the
Stock and Incentive Plan prior to February 13, 2019, shall
become immediately vested and fully exercisable by the NEO.
No stock options were granted to NEOs in 2019. Stock option
information can be found in the Outstanding Equity Awards at
Fiscal Year End 2019 table.

zz Performance Units. For performance cycles beginning prior to
2019, in the event of a change-in-control during a performance
cycle, the NEO will be entitled to an immediate cash payment
equal to the maximum amount he or she would have been
entitled to receive for the performance cycle, prorated through
the date of the change-in-control. For the 2019 performance
cycle, a NEO experiencing a Qualifying Termination will be
entitled to payment equal to the target amount of the award he
or she would have been entitled to receive, without proration. In
the event of a change-in-control after the end of a performance
cycle but before the payment date, the NEO is entitled to an
immediate cash payment equal to the incentive earned for that
performance cycle.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comPost-Termination or Change-in-

Control Payments

Equity Compensation Plan Information

The following table provides certain information, as of December 31, 2019, with respect to our equity compensation plans.

Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans (Excluding
Securities Reflected in
Column (a))
(c)

25,320,569

—

25,320,569

41.58

—

41.58

37,442,196

—

37,442,196

Plan Category

Equity compensation plans approved by

security holders

Equity compensation plans not approved

by security holders

TOTAL

CEO Pay Ratio

For 2019, the annual total compensation of our CEO was
146 times the median of the annual total compensation of all
employees, based on annual total compensation of $12,770,467
for the CEO and $87,289 for the median employee. There was no
material change in our employee demographics and compensation
structure; therefore, the median employee identified in 2017 was
utilized in our 2019 analysis. What follows is a description of the
methodology used from 2017.

This disclosure is based on an October 1, 2017, employee
population of 52,833, of which 21,862 were U.S. employees
and 30,971 were non-U.S. employees. We excluded from
this employee population 2,637 non-U.S. employees from
47 countries as the total number of employees from these
non-U.S. jurisdictions was less than 5% of our total employee
population. After applying the exclusion, the total employee
population was 50,196.

Country

Ecuador

Azerbaijan

Kazakhstan

Congo

Germany

Italy

Netherlands

Bolivia

Trinidad & Tobago

Ghana

New Zealand

Vietnam

Headcount

Country

Headcount

Country

Headcount

Country

Headcount

Non-U.S. Employee Country Exclusions

442

417

378

158

113

110

109

Cameroon

Panama

Poland

Romania

France

Papua New Guinea

Bangladesh

Denmark

Peru

Suriname

Cote d’Ivoire

Japan

Chile

Spain

Belgium

Philippines

Mozambique

Turkmenistan

Tanzania

Austria

Cyprus

Israel

South Korea

Myanmar

Ukraine

Hungary

Kenya

Uganda

Switzerland

Equatorial Guinea

Turkey

South Africa

Albania

Bulgaria

Gabon

The median employee was identified using base pay, overtime
pay, bonuses, allowances, and premiums. We used the total
gross wages of all employees as of our determination date of
October 1, 2017, as a reasonable estimate of the median total
gross wages for the employee population and identified all
employees within 1% of the median total gross wages. From this
group we selected an employee as a reasonable representative
of our median employee. Annual total compensation for both the
CEO and the median employee was calculated in accordance
with Item 402(c)(2)(x) of Regulation S-K.

The annual total compensation for our CEO includes both the
amount reported in the “Total” column of our 2019 Summary
Compensation Table, $12,753,614, and the estimated value of our
CEO’s health and welfare benefits, $16,853. Due to the flexibility
afforded in calculating the CEO pay ratio, the ratio may not be
comparable to CEO pay ratios presented by other companies.

HALLIBURTON ❘ 2020 Proxy StatementProposal No. 4 Proposal to Amend
and Restate the Halliburton Company
Stock and Incentive Plan

Introduction

The Halliburton Company Stock and Incentive Plan was last
approved by shareholders at the 2019 annual meeting and
reserved 33,020,801 shares for issuance thereunder.

performance criteria with respect to performance awards. The
Stock and Incentive Plan is the only active plan used to grant
awards of the types described in this proposal.

The proposed amendment and restatement of the Stock and
Incentive Plan replenishes the pool of shares of Halliburton
common stock available for issuance under the Stock and
Incentive Plan by adding 16,000,000 shares. This proposal also
adds net operating profit after taxes and asset turns as potential

Our Board is requesting that shareholders approve the
amendment and restatement of the Stock and Incentive Plan
which amendment and restatement was adopted by the Board
on February 11, 2020, subject to shareholder approval.

General

In order to give Halliburton the flexibility to responsibly address its
future equity compensation needs, Halliburton is requesting that
shareholders approve the amendment and restatement which adds
16,000,000 shares to the Stock and Incentive Plan (the “Plan”).
In addition, the amendment and restatement adds net operating
profit after taxes and asset turns as potential performance criteria
with respect to performance awards to accommodate the 2020
changes to the Annual Performance Pay Plan discussed under
Board Responsiveness to Shareholder Feedback.

The Plan contains the following important features:

zz All awards under the Plan are subject to a one-year minimum
vesting period, with the exception of 5% of shares available
for awards;

zz The Plan contains a prohibition against “liberal share counting”
or “liberal share recycling” with respect to shares available for
awards under the Plan;

zz The Plan provides that all shares available for award are

available for awards of incentive stock options;

zz Repricing of stock options and stock appreciation rights is

prohibited unless prior shareholder approval is obtained;

zz Stock options and stock appreciation rights must be granted
with an exercise price that is not less than 100% of the fair
market value on the date of grant;

zz The ability to automatically receive replacement stock options
when a stock option is exercised with previously acquired
shares of Halliburton common stock, or so-called “stock option
reloading”, is not permitted;

zz In any single calendar year, the value of awards granted under
the Plan when added to any cash or other compensation paid
to a non-management Director outside of the Plan may not
exceed $750,000; and

zz For awards granted on or after February 13, 2019, a “double-
trigger” change-of-control provision has been implemented.

The 16,000,000 shares to be added under the Plan pursuant
to the amendment and restatement of the Plan, in combination
with the remaining authorized shares and shares added back
into the Plan from forfeitures, are expected to satisfy Halliburton’s
equity compensation needs through the 2021 annual meeting
of shareholders. This being the case, if the amendment and
restatement is approved, Halliburton anticipates seeking the
authorization of additional shares under the Plan in 2021.

Share Reserve (adjusted for 1997 and 2006 stock splits where applicable)

Shares authorized under the Stock and Incentive Plan

Shares granted (less available cancellations and shares expired) from 1993 through March 1, 2020, from the Plan(1)

Remaining shares available for grant as of March 1, 2020

Additional shares being requested under the amendment and restatement of the Plan

Total shares available for grant under the amended and restated Stock and Incentive Plan

231,199,680

217,409,419

13,790,261

16,000,000

29,790,261

(1) As of March 1, 2020, Halliburton had total outstanding awards of 27,360,812 options with a weighted average exercise price of $40.25 and a weighted

average life of 6.14 years, and 18,454,010 full value awards.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

If the amendment and restatement of the Plan is approved by
shareholders, the aggregate number of shares of Halliburton
common stock that will be available for issuance under the Plan
would increase to 29,790,261 shares, based on the estimates set
forth above, all of which shall be available for awards of incentive
stock options. Each share issued as restricted stock (or pursuant
to the vesting of a stock unit or a performance share award) will
count as the issuance of 1.60 shares reserved under the Plan,
while each share granted as a stock option or stock appreciation
right will count as the issuance of 1.0 share reserved under the
Plan. If awards granted under the Plan are forfeited or terminate
before being exercised, then the shares underlying those awards
will again become available for awards under the Plan.

The Plan does not provide for “liberal share counting” or “liberal
share recycling”. Liberal share counting or liberal share recycling
refers to circumstances where shares granted and exercised may
be added back to an incentive plan for future issuance, including
the following situations:

zz Shares tendered or withheld in payment of an exercise price;

zz Shares tendered or withheld to satisfy tax withholding

obligations;

zz Shares reacquired by an issuer with the proceeds of an option

exercise price; and

zz Shares that are not issued due to a net settlement of an award.

In each of the situations above, such shares are no longer available
for awards under the Plan. For example, shares withheld from an
award to satisfy tax withholding obligations are no longer available

for awards under the Plan, and a stock appreciation right or option
will be counted in full against the number of shares available for
issuance under the Plan, regardless of whether a net settlement
occurs resulting in a fewer number of shares issued than are
covered by the stock appreciation right or option.

The number of stock option shares or stock appreciation rights,
singly or in combination, together with shares or share equivalents
under performance awards granted to any individual who is an
employee in any one calendar year, shall not in the aggregate
exceed 1,000,000. The cash value determined as of the date of
grant of any performance award not denominated in common
stock granted to any individual who is an employee for any one
calendar year shall not exceed $30,000,000. The amendment
and restatement of the Plan provides that the value of awards
(based on fair market value determined as of the date of grant)
granted to a non-management Director in any single calendar
year, when added to any cash or other compensation payable
to such Director in the same calendar year, shall not exceed
$750,000.

In the event of any recapitalization, reorganization, merger,
consolidation, combination, exchange, stock dividend, stock split,
extraordinary dividend or divestiture (including a spin-off), or any
other change in the corporate structure or shares of common
stock occurring after the date of the grant of an award, the
Compensation Committee shall make appropriate adjustments
to the number and price of shares of common stock or other
consideration subject to such awards and the award limits set
forth in the preceding paragraph.

The Stock and Incentive Plan

Types of Awards

Term

The Plan provides for the grant of any or all of the following types
of awards:

zz stock options, including incentive stock options and nonqualified

stock options;

zz stock appreciation rights, either independent of, or in connection

with, stock options;

zz restricted stock;

zz restricted stock units;

zz performance awards; and

zz stock value equivalent awards.

The Plan has an indefinite term.

Any stock option granted in the form of an incentive stock
option must satisfy the requirements of Section 422 of the
Internal Revenue Code (IRC). Awards may be made to the same
person on more than one occasion and may be granted singly,
in combination, or in tandem as determined by the Compensation
Committee. To date, only awards of nonqualified stock options,
restricted stock, restricted stock units, and performance awards
have been made under the Plan.

HALLIBURTON ❘ 2020 Proxy StatementProposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

Administration

The Board has appointed the Compensation Committee to
administer the Plan. Subject to the terms of the Plan, and to any
approvals and other authority as the Board may reserve to itself
from time to time, the Compensation Committee, consistent with
the terms of the Plan, will have authority to:

of an award otherwise subject to minimum vesting provisions,
and the conditions and restrictions, if any, subject to which
grants and awards will be made and become payable under
the Plan;

zz construe the Plan and prescribe rules and regulations for the

zz select the individuals to receive awards and determine the
timing, form, amount or value, and term of grants and awards,
including providing for terms regarding the accelerated vesting

administration of the Plan; and

zz make any other determinations authorized under the Plan as
the Compensation Committee deems necessary or appropriate.

Eligibility

A broad group of our employees and employees of our affiliates are
eligible to participate in the Plan. The selection of participants from
eligible employees is within the discretion of the Compensation
Committee. Non-management Directors are eligible to

participate in the Plan. As of January 1, 2020, approximately
14,000 employees (including employees and executive officers)
and nine non-management Directors were eligible for awards
under the Plan as determined by the Compensation Committee.

Stock Options

Under the Plan, the Compensation Committee may grant awards
in the form of stock options to purchase shares of common stock.
The Compensation Committee will determine the number of
shares subject to an option, the manner and time of the option’s
exercise, and the exercise price per share of stock subject to the
option. Options may not become exercisable in less than one
year from the date of grant, provided that up to 5% of the shares
available for grant under the Plan may be awarded without regard
to the minimum one-year vesting period. The term of an option
may not exceed ten years. We do not receive any consideration

for granting stock options. The exercise price of a stock option
will not be less than the fair market value of the common stock
on the date the option is granted. Repricing of stock options and
reloading of stock options are prohibited unless prior shareholder
approval is obtained. The Compensation Committee will designate
each option as a nonqualified or an incentive stock option.

The option exercise price may, at the discretion of the
Compensation Committee, be paid by a participant in cash,
shares of common stock, or a combination of cash and common
stock.

Stock Appreciation Rights

The Plan also authorizes the Compensation Committee to grant
stock appreciation rights either independent of, or in connection
with, a stock option. The exercise price of a stock appreciation
right will not be less than the fair market value of the common stock
on the date the stock appreciation right is granted. If granted with
a stock option, exercise of stock appreciation rights will result
in the surrender of the right to purchase the shares under the
option as to which the stock appreciation rights were exercised.
Upon exercising a stock appreciation right, the holder receives for
each share for which the stock appreciation right is exercised, an
amount equal to the difference between the exercise price and the
fair market value of the common stock on the date of exercise.

Restricted Stock

Payment of that amount may be made in shares of common stock,
cash, or a combination of cash and common stock, as determined
by the Compensation Committee. Stock appreciation rights may
not become exercisable in less than one year from the date of
grant, provided that up to 5% of the shares available for grant
under the Plan may be awarded without regard to the minimum
one-year vesting period. The term of a stock appreciation right
grant may not exceed ten years. Repricing of stock appreciation
rights and reloading of stock appreciation rights are prohibited
unless prior shareholder approval is obtained. We do not receive
any consideration for granting stock appreciation rights.

The Plan provides that shares of common stock subject to specific
restrictions may be awarded to eligible individuals as determined
by the Compensation Committee. The Compensation Committee
will determine the nature and extent of the restrictions on
the shares, the duration of the restrictions, and any circumstance
under which restricted shares will be forfeited. The restriction

period may not be less than one year from the date of grant,
provided that up to 5% of the shares available for grant under the
Plan may be awarded without regard to the minimum one-year
vesting period. During the period of restriction, recipients will have
the right to receive dividends and the right to vote the shares.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

Restricted Stock Units

The Plan authorizes the Compensation Committee to grant
restricted stock units. A restricted stock unit is a unit evidencing
the right to receive one share of common stock or an equivalent
cash value equal to the fair market value of a share of common
stock. The Compensation Committee will determine the nature
and extent of the restrictions on the restricted stock units, the
duration of the restrictions, and any circumstance under which
restricted stock units will be forfeited. The restriction period may

Performance Awards

The Plan permits the Compensation Committee to grant
performance awards to eligible individuals. Performance
awards are awards that are contingent, in whole or in part,
on the achievement of one or more performance measures.
Performance awards may be settled in cash or stock, as
determined by the Compensation Committee. The number of
shares or share equivalents under performance awards, singly
or in combination, together with the number of stock option
shares or stock appreciation rights, granted to any individual
in any one calendar year, shall not in the aggregate exceed
1,000,000. The cash value (determined as of the date of grant)
of any performance award that is not denominated in stock
granted to any one participant in a calendar year may not exceed
$30,000,000. The vesting period of a performance award may
not be less than one year from the date of grant, provided that
up to 5% of the shares available for grant under the Stock and
Incentive Plan may be awarded without regard to the minimum
one-year vesting period.

The performance criteria that may be used by the Compensation
Committee in granting performance awards consist of objective
tests based on the following:

zz earnings

zz cash flow

zz customer satisfaction

zz revenues

zz financial return ratios

not be less than one year from the date of grant, provided that
up to 5% of the shares available for grant under the Plan may be
awarded without regard to the minimum one-year vesting period.
The Compensation Committee may provide for the payment of
dividend equivalents during the period of restriction, but recipients
will not have the right to receive actual dividends or to vote the
shares underlying the restricted stock units.

zz profit return and margins

zz market share

zz working capital

zz net operating profit after-taxes

zz asset turns

zz cash value added performance

zz return on capital

zz shareholder return and/or value

zz operating profits (including EBITDA)

zz net profits

zz earnings per share

zz stock price

zz cost reduction goals

zz debt to capital ratio

zz any other criteria as determined by the Compensation

Committee.

The Compensation Committee may select one criterion or multiple
criteria for measuring performance. The measurement may be
based on our overall corporate performance, subsidiary or
business unit performance, or comparative performance with other
companies or other external measures of selected performance
criteria. The Compensation Committee will also determine the
length of time over which performance will be measured and
the effect of a recipient’s death, disability, retirement, or other
termination of service during the performance period.

Stock Value Equivalent Awards

The Plan permits the Compensation Committee to grant stock
value equivalent awards to eligible individuals. Stock value
equivalent awards are rights to receive the fair market value of a
specified number of shares of common stock, or the appreciation
in the fair market value of the shares, over a specified period of
time, pursuant to a vesting schedule, all as determined by the
Compensation Committee. Stock value equivalent awards may
not vest earlier than one year from the date of grant, provided

that up to 5% of the shares available for grant under the Plan
may be awarded without regard to the minimum one-year vesting
period. Payment of the vested portion of a stock value equivalent
award shall be made in cash, based on the fair market value of
the common stock on the payment date. The Compensation
Committee will also determine the effect of a recipient’s death,
disability, retirement, or other termination of service during the
applicable period.

HALLIBURTON ❘ 2020 Proxy StatementProposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

Amendment

The Plan provides that the Board may at any time terminate or
amend the Plan. However, the Board may not, without approval
of the shareholders, amend the Plan to effect a “material revision”
of the Plan, where a “material revision” includes, but is not limited
to, a revision that:

zz materially increases the benefits accruing to a Holder under

the Plan;

zz materially increases the aggregate number of securities that

may be issued under the Plan;

zz materially modifies the requirements as to eligibility for

participation in the Plan; or

Change-in-Control

zz changes the types of awards available under the Plan.

No amendment or termination of the Plan shall, without the
consent of the optionee or participant, alter or impair rights under
any options or other awards previously granted.

The summary of the Plan provided above is a summary of the
principal features of the Plan. This summary, however, does not
purport to be a complete description of all of the provisions of
the Plan. It is qualified in its entirety by references to the full text
of the Plan. A copy of the Plan can be found in Appendix A to
this proxy statement.

Awards granted on or after February 13, 2019, are subject to
double-trigger vesting, such that, if a participant is terminated
due to involuntary termination without cause, death, disability,
good reason (as defined in an employment agreement, or a similar
constructive termination event, in each case, only if a severance
benefit is payable upon termination of employment due to such
event pursuant to an employment agreement) or other event as
specified in the participant’s award document within the period
beginning on the date of the public announcement of a transaction
that, if consummated, would constitute a corporate change and
ending on the date that is the earlier of the announcement of
the termination of the proposed transaction or two years after
the consummation of the transaction, the following will occur
automatically:

zz any outstanding options and stock appreciation rights shall
become immediately vested and fully exercisable for the full
term thereof;

zz any restrictions on restricted stock awards or restricted stock

unit awards shall immediately lapse;

zz all performance measures upon which an outstanding
performance award is contingent shall be deemed achieved
and the holder shall receive a payment equal to the target
amount of the award he or she would have been entitled to
receive; and

zz any outstanding cash awards, including stock value equivalent
awards, shall immediately vest and be paid based on the vested
value of the award.

Plan Benefits

All awards to directors, executive officers, and employees are made at the discretion of the Compensation Committee. Therefore, the
benefits and amounts that will be received or allocated under the Plan, as amended and restated, are not determinable at this time.

Federal Income Tax Treatment

The following summarizes the current U.S. federal income tax
consequences generally arising for awards under the Plan.

A participant who is granted an incentive stock option does not
realize any taxable income at the time of the grant or at the time
of exercise, but in some circumstances may be subject to an
alternative minimum tax as a result of the exercise. Similarly,
we are not entitled to any deduction at the time of grant or at
the time of exercise. If the participant makes no disposition of the
shares acquired pursuant to an incentive stock option before
the later of two years from the date of grant and one year from
the date of exercise, any gain or loss realized on a subsequent
disposition of the shares will be treated as a long-term capital
gain or loss. Under these circumstances, we will not be entitled to
any deduction for federal income tax purposes. If the participant
fails to hold the shares for that period, the disposal is treated as
a disqualifying disposition. The gain on the disposition is ordinary
income to the participant to the extent of the difference between

the option price and the fair market value on the exercise date.
Any excess is long-term or short-term capital gain, depending
on the holding period. Under these circumstances, we will be
entitled to a tax deduction equal to the ordinary income amount
the participant recognizes in a disqualifying disposition.

A participant who is granted a nonqualified stock option does
not have taxable income at the time of grant, but does have
taxable income at the time of exercise. The income equals the
difference between the exercise price of the shares and the market
value of the shares on the date of exercise. We are entitled to a
corresponding tax deduction for the same amount.

The grant of a stock appreciation right will produce no U.S. federal
tax consequences for the participant or us. The exercise of a stock
appreciation right results in taxable income to the participant,
equal to the difference between the exercise price of the shares
and the market price of the shares on the date of exercise, and
a corresponding tax deduction to us.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comProposal to Amend and Restate the Halliburton Company Stock and Incentive Plan

A participant who has been granted an award of restricted
shares of common stock or an award of restricted stock units
will not realize taxable income at the time of the grant. When
the restrictions lapse, the participant will recognize taxable income
in an amount equal to the excess of the fair market value of the
shares or cash received at that time over the amount, if any, paid
for the shares. We will be entitled to a corresponding tax deduction.
Dividends on restricted stock and dividend equivalents, if any, on
restricted stock units paid to the participant during the restriction
period will also be compensation income to the participant and
will be deductible as compensation expense by us.

A participant who has been granted a performance award will not
realize taxable income at the time of the grant, and we will not be
entitled to a tax deduction at that time. A participant will realize
ordinary income at the time the award is paid equal to the amount
of cash paid or the value of shares delivered, and we will be
entitled to a corresponding tax deduction.

The grant of a stock value equivalent award produces no U.S.
federal income tax consequences for the participant or us. The
payment of a stock value equivalent award results in taxable
income to the participant equal to the amount of the payment
received, valued with reference to the fair market value of the
common stock on the payment date. We are entitled to a
corresponding tax deduction for the same amount.

In order for Halliburton to deduct the amounts described above,
such amounts must constitute reasonable compensation for
services rendered or to be rendered and must be ordinary and
necessary business expenses. The ability to obtain a deduction for
awards under the Plan could also be limited by IRC Section 280G,
which provides that certain excess parachute payments made

General/Vote Required

The closing price of our common stock on March 20, 2020, as
traded on the NYSE, was $5.05 per share.

The affirmative vote of the holders of a majority of the shares
of Halliburton’s common stock represented at the Annual
Meeting and entitled to vote on the matter is needed to approve
the proposal.

in connection with a change in control of an employer are not
deductible. The ability to obtain a deduction for amounts paid
under the Plan could also be affected by IRC Section 162(m),
which limits the deductibility, for U.S. federal income tax purposes,
of compensation paid to certain employees to $1 million during
any taxable year. As a result, we may from time to time in the
future, make award payments under the Plan to executive officers
that are not deductible.

We may withhold any taxes required by law to be withheld in
connection with any award.

IRC Section 409A generally provides that any deferred
compensation arrangement which does not meet specific
requirements regarding (i) timing of payouts, (ii) advance election
of deferrals, or (iii) restrictions on acceleration of payouts will result
in immediate taxation of any amounts deferred to the extent not
subject to a substantial risk of forfeiture. Failure to comply with
Section 409A may result in the early taxation (plus interest) to the
holder of deferred compensation and the imposition of a 20%
penalty on the holder on such deferred amounts included in the
holder’s income. In general, to avoid a Section 409A violation,
amounts deferred may only be paid out on separation from service,
disability, death, a change-in-control, an unforeseen emergency
(other than death), each as defined under Section 409A, or at a
specified time. Furthermore, the election to defer generally must
be made in the calendar year prior to performance of services, and
any provision for accelerated payout, other than for the reasons
specified above, may cause the amounts deferred to be subject
to early taxation and to the imposition of the excise tax. Based
on current guidance, we expect that we will be able to structure
future awards in a manner that complies with Section 409A.

THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE APPROVAL OF THE PROPOSED
AMENDMENT AND RESTATEMENT OF THE
HALLIBURTON COMPANY STOCK AND INCENTIVE PLAN.

HALLIBURTON ❘ 2020 Proxy StatementGeneral Information

We are providing these proxy materials to you in connection
with the solicitation by the Board of Directors of Halliburton
Company of proxies to be voted at our 2020 Annual Meeting
of Shareholders and at any adjournment or postponement of
the meeting. By executing and returning the enclosed proxy, by
following the enclosed voting instructions, or by voting via the
Internet or by telephone, you authorize the persons named in
the proxy to represent you and vote your shares on the matters
described in the Notice of Annual Meeting.
The Notice of Internet Availability of Proxy Materials is being sent
to shareholders on or about April 7, 2020. Our Annual Report on
Form 10-K, including financial statements, for the fiscal year ended
December 31, 2019, accompanies this proxy statement. The Annual
Report on Form 10-K shall not be considered as a part of the proxy
solicitation materials or as having been incorporated by reference.
Subject to space availability, all shareholders as of the record date,
or their duly appointed proxies, may attend the Annual Meeting
and each may be accompanied by one guest. Admission to
the Annual Meeting will be on a first-come, first-served basis.
Registration will begin at 8:00 a.m. and the Annual Meeting will
begin at 9:00 a.m. Please note that we will ask you to present
valid picture identification, such as a driver’s license or passport,
when you check in at the registration desk.
If you hold your shares in “street name” (that is, through a broker
or other nominee), you must bring a proxy issued in your name
from the record holder to the meeting.
You may not bring cameras, recording equipment, electronic
devices, large bags, briefcases, or packages into the Annual
Meeting.
If you attend the Annual Meeting, you may vote in person. If you
are not present, you can only vote your shares if you have voted via
the Internet, by telephone, or returned a properly executed proxy;
in these cases, your shares will be voted as you specify. If you
return a properly executed proxy and do not specify a vote, your
shares will be voted in accordance with the recommendations of
the Board. You may revoke the authorization given in your proxy
at any time before the shares are voted at the Annual Meeting.

We intend to hold our Annual Meeting in person. However,
developments regarding the coronavirus (COVID-19) pandemic
may change this. We are sensitive to the public health concerns
our shareholders may have and the protocols that federal,
state, and local governments may impose. In the event it is
not possible or advisable to hold our Annual Meeting in person,
we will announce alternative arrangements for the meeting
as promptly as practicable, which may include holding the
meeting solely by means of remote communication. We may
also need to change the date or the time of the meeting. Please
monitor our website at www.halliburton.com for updated
information. If you are planning to attend our meeting, please
check the website one week prior to the meeting date. As
always, we encourage you to vote your shares prior to the
Annual Meeting.
It is important that you retain a copy of the control number
found on the proxy card, voting instruction form, or Notice
of Internet Availability of Proxy Materials, as such number
will be required in order for shareholders to gain access to
any meeting held solely by means of remote communication.
The record date for determination of the shareholders entitled to
vote at the Annual Meeting is the close of business on March 20,
2020. Our common stock, par value $2.50 per share, is our only
class of capital stock that is outstanding. As of March 20, 2020,

there were 873,350,914 shares of our stock outstanding. Each
outstanding share of common stock is entitled to one vote on
each matter submitted to the shareholders for a vote at the Annual
Meeting. We will keep a complete list of shareholders entitled to
vote at our principal executive offices for ten days before and
will have the list available at the Annual Meeting. Our principal
executive offices are located at 3000 N. Sam Houston Parkway
East, Administration Building, Houston, Texas 77032.
Votes cast by proxy or in person at the Annual Meeting will be
counted by the persons we appoint to act as election inspectors
for the Annual Meeting. Except as set forth below, the affirmative
vote of the majority of shares present in person or represented by
proxy at the Annual Meeting and entitled to vote on the subject
matter will be the act of the shareholders. Shares for which a
shareholder has elected to abstain on a matter will count for
purposes of determining the presence of a quorum and, except
as set forth below, will have the effect of a vote against the matter.
Each Director shall be elected by the vote of the majority of the
votes cast by holders of shares represented in person or by proxy
and entitled to vote in the election of Directors, provided that if
the number of nominees exceeds the number of Directors to be
elected and all shareholder-proposed nominees have not been
withdrawn before the tenth (10th) day preceding the day we mail
the Notice of Internet Availability of Proxy Materials to shareholders
for the Annual Meeting, the Directors shall be elected by the vote
of a plurality of the shares represented in person or by proxy
at the Annual Meeting and entitled to vote on the election of
Directors. A majority of the votes cast means that the number of
shares voted “for” a Director must exceed the number of votes
cast “against” that Director; we will not count abstentions. As a
condition to being nominated by the Board for continued service
as a Director, each Director nominee has signed and delivered
to the Board an irrevocable letter of resignation limited to and
conditioned on that Director failing to achieve a majority of the
votes cast at an election where Directors are elected by majority
vote. For any Director nominee who fails to be elected by a majority
of votes cast, where Directors are elected by majority vote, his or
her irrevocable letter of resignation will be deemed tendered on
the date the election results are certified. Such resignation shall
only be effective upon acceptance by the Board.
The election inspectors will treat broker non-vote shares, which
are shares held in street name that cannot be voted by a broker on
specific matters in the absence of instructions from the beneficial
owner of the shares, as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. In
determining the outcome of any matter for which the broker does
not have discretionary authority to vote, however, those shares
will not have any effect on that matter. A broker may be entitled
to vote those shares on other matters.
In accordance with our confidential voting policy, no particular
shareholder’s vote will be disclosed to our officers, Directors, or
employees, except:
zz as necessary to meet legal requirements and to assert claims

for and defend claims against us;

zz when disclosure is voluntarily made or requested by the

shareholder;

zz when the shareholder writes comments on the proxy card; or
zz in the event of a proxy solicitation not approved and

recommended by the Board.

The proxy solicitor, the election inspectors, and the tabulators of
all proxies, ballots, and voting tabulations are independent and
are not our employees.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comAdditional Information

Involvement in Certain Legal Proceedings

There are no legal proceedings to which any of our Directors, executive officers, or any associate of any of our Directors or executive
officers is a party adverse to us or has a material interest adverse to us.

Advance Notice Procedures

Under our By-laws, no business, including nominations of a
person for election as a Director, may be brought before an
Annual Meeting unless it is specified in the notice of the Annual
Meeting or is otherwise brought before the Annual Meeting by
or at the direction of the Board or by a shareholder who meets
the requirements specified in our By-laws and has delivered
notice to us (containing the information specified in the By-laws).
To be timely, a shareholder’s notice for matters to be brought
before the Annual Meeting of Shareholders in 2021 must be
delivered to or mailed and received at our principal executive
offices, 3000 N. Sam Houston Parkway East, Administration

Proxy Solicitation Costs

Building, Houston, TX 77032, not less than 90 days nor more
than 120 days prior to the anniversary date of the 2020 Annual
Meeting of Shareholders, or no later than February 18, 2021,
and no earlier than January 19, 2021. These requirements are
separate from and in addition to the SEC’s requirements that a
shareholder must meet in order to have a shareholder proposal
included in our proxy statement. This advance notice requirement
does not preclude discussion by any shareholder of any business
properly brought before the Annual Meeting in accordance with
these procedures.

We are soliciting the proxies accompanying this proxy statement
and we will bear the cost of soliciting those proxies. We have
retained Innisfree M&A Incorporated to aid in the solicitation of
proxies. For these services, we will pay Innisfree a fee of $17,500
and reimburse it for out-of-pocket disbursements and expenses.
Our officers and employees may solicit proxies personally and

by telephone or other electronic communications with some
shareholders if proxies are not received promptly. We will, upon
request, reimburse banks, brokers, and others for their reasonable
expenses in forwarding proxies and proxy materials to beneficial
owners of our stock.

Shareholder Proposals for the 2021 Annual Meeting

Shareholders interested in submitting a proposal for inclusion
in the proxy materials for the Annual Meeting of Shareholders
in 2021 may do so by following the procedures prescribed in
SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals

must be received by our Corporate Secretary at 3000 N. Sam
Houston Parkway East, Administration Building, Houston,
TX 77032, no later than December 8, 2020. The 2021 Annual
Meeting will be held on May 19, 2021.

HALLIBURTON ❘ 2020 Proxy StatementOther Matters

As of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting other
than the matters described in this proxy statement. If any other matters should properly come before the Annual Meeting for action
by shareholders, it is intended that proxies will be voted on those matters in accordance with the judgment of the person or persons
voting the proxies.

By Authority of the Board of Directors,

Robb L. Voyles
Executive Vice President, Secretary and Chief Legal Officer
April 7, 2020

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comAppendix A

Halliburton Company Stock and Incentive Plan

As Amended and Restated Effective February 11, 2020

I. Purpose

The purpose of the Halliburton Company Stock and Incentive Plan
(the “Plan”) is to provide a means whereby Halliburton Company,
a Delaware corporation (the “Company”), and its Subsidiaries
may attract, motivate and retain highly competent employees
and to provide a means whereby selected employees can
acquire and maintain stock ownership and receive cash awards,
thereby strengthening their concern for the long-term welfare of
the Company. The Plan is also intended to provide employees
with additional incentive and reward opportunities designed to
enhance the profitable growth of the Company over the long
term. A further purpose of the Plan is to allow awards under
the Plan to non-management Directors in order to enhance
the Company’s ability to attract and retain highly qualified
Directors. Accordingly, the Plan provides for granting Incentive
Stock Options, Options which do not constitute Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock Awards,
Restricted Stock Unit Awards, Performance Awards, Stock Value
Equivalent Awards, or any combination of the foregoing, as is
best suited to the circumstances of the particular employee or
non-management Director as provided herein. The Plan was
established February 18, 1993, as the Halliburton Company 1993
Stock and Incentive Plan, has been amended from time to time
thereafter. The Plan as amended and restated herein was adopted
by the Board on February 11, 2020, subject to approval by the
Company’s stockholders, and will become effective as of the date
of such approval.

II. Definitions

The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:

(a)

(b)

(c)

(d)

(e)

“Award” means, individually or collectively, any Option, Stock
Appreciation Right, Restricted Stock Award, Restricted
Stock Unit Award, Performance Award or Stock Value
Equivalent Award.

“Award Document” means the relevant award agreement or
other document containing the terms and conditions of an
Award.

“Beneficial Owners” shall have the meaning set forth in
Rule 13d-3 promulgated under the Exchange Act.

“Board” means the Board of Directors of Halliburton
Company.

“Cause” shall have the meaning set forth in the Participant’s
Employment Agreement, or, if there is no Employment
Agreement or the Employment Agreement does not define

“Cause,” “Cause” shall have the meaning set forth in an
Award Document, or, if the Award Document does not define
“Cause”, “Cause” shall mean:

(i)

conduct involving fraud or misuse of the funds or other
property of the Company; or

(ii) gross negligence or willful misconduct in the

performance of duties; or

(iii)

indictment of a felony, or a misdemeanor involving
moral turpitude; or

(iv) material violation of Company policy, including the

Company’s Code of Business Conduct.

(f)

“Code” means the Internal Revenue Code of 1986, as
amended. Reference in the Plan to any section of the Code
shall be deemed to include any amendments or successor
provisions to such section and any regulations under such
section.

(g)

“Committee” means the committee selected by the Board
to administer the Plan in accordance with Paragraph (a) of
Article IV of the Plan.

(h)

“Common Stock” means the Common Stock, par value
$2.50 per share, of the Company.

(i)

(j)

“Company” means Halliburton Company, a Delaware
corporation.

“Corporate Change” shall conclusively be deemed to have
occurred on a Corporate Change Effective Date if an event
set forth in any one of the following paragraphs shall have
occurred:

(i)

(ii)

any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including
in the securities beneficially owned by such Person any
securities acquired directly from the Company or its
affiliates) representing 20% or more of the combined
voting power of the Company’s then outstanding
securities; or

the following individuals cease for any reason to
constitute a majority of the number of directors then
serving: individuals who, on the date hereof, constitute
the Board and any new Director (other than a Director
whose initial assumption of office is in connection
with an actual or threatened election contest relating
to the election of Directors of the Company) whose
appointment or election by the Board or nomination for
election by the Company’s stockholders was approved
or recommended by a vote of at least two-thirds (2/3)
of the Directors then still in office who either were

A-1

HALLIBURTON ❘ 2020 Proxy StatementAppendix A

(iii)

(iv)

Directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved or recommended; or

there is consummated a merger or consolidation of
the Company or any direct or indirect Subsidiary of the
Company with any other corporation, other than (A) a
merger or consolidation which would result in the voting
securities of the Company outstanding immediately
prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by
being converted into voting securities of the surviving
entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the
Company or any Subsidiary of the Company, at least
50% of the combined voting power of the securities
of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected
to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of
the Company (not including in the securities Beneficially
Owned by such Person any securities acquired directly
from the Company or any of its affiliates other than in
connection with the acquisition by the Company or any
of its affiliates of a business) representing 20% or more
of the combined voting power of the Company’s then
outstanding securities; or

the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company
or there is consummated an agreement for the sale,
disposition, lease or exchange by the Company of all
or substantially all of the Company’s assets, other than
a sale, disposition, lease or exchange by the Company
of all or substantially all of the Company’s assets to an
entity, at least 50% of the combined voting power of the
voting securities of which are owned by stockholders
of the Company in substantially the same proportions
as their ownership of the Company immediately prior
to such sale.

Notwithstanding the foregoing, a “Corporate Change”
shall not be deemed to have occurred by virtue of the
consummation of any transaction or series of integrated
transactions immediately following which the record holders
of the Common Stock of the Company immediately prior
to such transaction or series of transactions continue to
have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series
of transactions.

(k)

“Corporate Change Effective Date” shall mean:

(i)

(ii)

the first date that the direct or indirect ownership of
20% or more combined voting power of the Company’s
outstanding securities results in a Corporate Change
as described in clause (i) of such definition above; or

the date of the election of Directors that results in a
Corporate Change as described in clause (ii) of such
definition; or

A-2

(l)

(iii)

(iv)

the date of the merger or consideration that results in
a Corporate Change as described in clause (iii) of such
definition; or

the date of stockholder approval that results in a
Corporate Change as described in clause (iv) of such
definition.

“Employment Agreement” shall mean a written and
active executive agreement between the Company,
Halliburton Energy Services, Inc. or Halliburton Worldwide
Resources, LLC and a Participant who is an officer,
addressing the terms and conditions of the Participant’s
employment, and shall include such agreements pertaining
to at-will employment.

(m) “Exchange Act” means the Securities Exchange Act of 1934,

as amended.

(n)

(o)

(p)

(q)

(r)

“Fair Market Value” means, as of any specified date, the
closing price of the Common Stock on the New York Stock
Exchange (or, if the Common Stock is not then listed on
such exchange, such other national securities exchange on
which the Common Stock is then listed) on that date, or if no
prices are reported on that date, on the last preceding date
on which such prices of the Common Stock are so reported
or, in the sole discretion of the Committee for purposes of
determining the Fair Market Value of the Common Stock at
the time of exercise of an Option or a Stock Appreciation
Right, such Fair Market Value shall be the prevailing price
of the Common Stock as of the time of exercise. If the
Common Stock is not then listed or quoted on any national
securities exchange but is traded over the counter at the
time a determination of its Fair Market Value is required to
be made hereunder, its Fair Market Value shall be deemed to
be equal to the average between the reported high and low
sales prices of Common Stock on the most recent date on
which Common Stock was publicly traded. If the Common
Stock is not publicly traded at the time a determination of its
value is required to be made hereunder, the determination
of its Fair Market Value shall be made by the Committee in
such manner as it deems appropriate.

“Holder” means an employee or non-management Director
of the Company who has been granted an Award.

“Immediate Family” means, with respect to a particular
Holder, the Holder’s spouse, parent, brother, sister, children
and grandchildren (including adopted and step children and
grandchildren).

“Incentive Stock Option” means an Option within the
meaning of Section 422 of the Code.

“Minimum Criteria” means a Restriction Period that is not
less than one (1) year from the date of grant of an Option,
a Stock Appreciation Right, a Restricted Stock Award,
Restricted Stock Unit Award, a Performance Award or a
Stock Equivalent Award, such that the first time-based
vesting event will occur no sooner than the first anniversary
of the date of grant.

(s)

“Minimum Criteria Exception” means that 5% of the total
number of shares available for Awards under the Plan may
have a Restriction Period that is less than the Minimum
Criteria.

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.com“non-management Director” means a member of the Board
who is not an employee or former employee of the Company
or its Subsidiaries.

(hh) “Restricted Stock Unit Award Agreement” means a written
agreement between the Company and a Holder with respect
to a Restricted Stock Unit Award.

Appendix A

(t)

(u)

“Option” means an Award granted under Article VII of the
Plan and includes both Incentive Stock Options to purchase
Common Stock and Options which do not constitute
Incentive Stock Options to purchase Common Stock.

(ii)

(v)

“Option Agreement” means a written agreement between
the Company and a Holder with respect to an Option.

(w) “Optionee” means a Holder who has been granted an

Option.

(x)

(y)

(z)

“Parent Corporation” shall have the meaning set forth in
Section 424(e) of the Code.

“Performance Award” means an Award granted under
Article XI of the Plan.

“Person” shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include
(i) the Company or any of its Subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit
plan of the Company or any of its affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

(aa) “Plan” means the Halliburton Company Stock and Incentive

Plan, as amended and restated.

(bb) “Protected Period” means the period beginning on the
date of the public announcement of a transaction that, if
consummated, would result in a Corporate Change and
ending on the date that is the earlier of (i) the announcement
of the termination of the proposed transaction or (ii) two years
after the Corporate Change Effective Date.

(cc) “Qualifying Termination” means, with respect to an
Award granted on or after February 13, 2019, a Holder’s
termination of service during a Protected Period due to
involuntary termination without Cause, death, disability,
Good Reason (as defined in an Employment Agreement,
or a similar constructive termination event, in each case,
only if a severance benefit is payable upon termination of
employment due to such event pursuant to an Employment
Agreement) or other event as specified in the Holder’s Award
Document.

(dd) “Restricted Stock Award” means an Award granted under

Article IX of the Plan.

(ee) “Restricted Stock Award Agreement” means a written
agreement between the Company and a Holder with respect
to a Restricted Stock Award.

(ff)

“Restricted Stock Unit” means a unit evidencing the right
to receive one share of Common Stock or an equivalent
value equal to the Fair Market Value of a share of Common
Stock (as determined by the Committee) that is restricted
or subject to forfeiture provisions.

(gg) “Restricted Stock Unit Award” means an Award granted

under Article X of the Plan.

“Restriction Period” means a period of time beginning as of
the date upon which an Option, a Stock Appreciation Right,
a Restricted Stock Award, a Restricted Stock Unit Award,
a Performance Award or a Stock Value Equivalent Award is
made pursuant to the Plan and ending as of the date upon
which all or a portion of the Option or Stock Appreciation
Right becomes exercisable or the Common Stock or cash
subject to a Restricted Stock Award, a Restricted Stock Unit
Award, a Performance Award or a Stock Value Equivalent
Award is issued (if not previously issued), no longer restricted
or subject to forfeiture provisions, but shall not include
restrictions associated with deferral of vested Awards.

(jj)

“Spread” means, in the case of a Stock Appreciation Right,
an amount equal to the excess, if any, of the Fair Market
Value of a share of Common Stock on the date such right is
exercised over the exercise price of such Stock Appreciation
Right.

(kk) “Stock Appreciation Right” means an Award granted under

Article VIII of the Plan.

(ll)

“Stock Appreciation Rights Agreement” means a written
agreement between the Company and a Holder with respect
to an Award of Stock Appreciation Rights.

(mm) “Stock Value Equivalent Award” means an Award granted

under Article XII of the Plan.

(nn) “Subsidiary” means a company (whether a corporation,
partnership, joint venture or other form of entity) in which
the Company or a corporation in which the Company owns
a majority of the shares of capital stock, directly or indirectly,
owns a greater than 20% equity interest, except that with
respect to the issuance of Incentive Stock Options the
term “Subsidiary” shall have the same meaning as the term
“subsidiary corporation” as defined in Section 424(f) of the
Code.

(oo) “Successor Holder” shall have the meaning given such term

in Paragraph (f) of Article XV.

III. Effective Date and Duration of the Plan

The Plan as amended and restated herein was adopted by
the Board on February 11, 2020, is subject to approval by the
Company’s stockholders and will become effective as of the date
of such approval. Subject to the provisions of Article XIII, the Plan
shall remain in effect until all Options and Stock Appreciation
Rights granted under the Plan have been exercised or expired by
reason of lapse of time, all restrictions imposed upon Restricted
Stock Awards and Restricted Stock Unit Awards have lapsed
and all Performance Awards and Stock Value Equivalent Awards
have been satisfied.

IV. Administration

(a) Composition of Committee: The Plan shall be administered
by a Committee of Directors of the Company which shall be
appointed by the Board.

A-3

HALLIBURTON ❘ 2020 Proxy StatementAppendix A

(b) Powers: The Committee shall have authority, in its discretion,
to determine which eligible individuals shall receive an
Award, the time or times when such Award shall be made,
whether an Incentive Stock Option, nonqualified Option or
Stock Appreciation Right shall be granted, the number of
shares of Common Stock which may be issued under each
Option, Stock Appreciation Right, Restricted Stock Award
and Restricted Stock Unit Award, and the value of each
Performance Award and Stock Value Equivalent Award.
The Committee shall have the authority, in its discretion, to
establish the terms and conditions applicable to any Award,
subject to any specific limitations or provisions of the Plan.
In making such determinations the Committee may take
into account the nature of the services rendered by the
respective individuals, their responsibility level, their present
and potential contribution to the Company’s success and
such other factors as the Committee in its discretion shall
deem relevant. Notwithstanding any provision of the Plan to
the contrary, the Committee may provide for the acceleration
of vesting or exercisability of an Award upon a Corporate
Change, upon a termination of employment or service by
reason of death, disability, retirement or otherwise or for any
other reason.

(c) Additional Powers. The Committee shall have such additional
powers as are delegated to it by the other provisions of
the Plan. Subject to the express provisions of the Plan,
the Committee is authorized to construe the Plan and the
respective Award Documents executed thereunder, to
prescribe such rules and regulations relating to the Plan
as it may deem advisable to carry out the Plan, and to
determine the terms, restrictions and provisions of each
Award, including such terms, restrictions and provisions
as shall be requisite in the judgment of the Committee to
cause designated Options to qualify as Incentive Stock
Options, and to make all other determinations necessary or
advisable for administering the Plan. The Committee may
correct any defect or supply any omission or reconcile any
inconsistency in any Award Document relating to an Award
in the manner and to the extent the Committee shall deem
expedient to carry the Award into effect. The determinations
of the Committee on the matters referred to in this Article IV
shall be conclusive.

(d) Delegation of Authority. The Committee may delegate
some or all of its power to the Chief Executive Officer of the
Company as the Committee deems appropriate; provided,
however, that the Committee may not delegate its power
with regard to the selection for participation in the Plan of an
officer or other person subject to Section 16 of the Exchange
Act or decisions concerning the timing, pricing or amount
of an Award to such an officer or other person and any
delegation of the power to grant Awards shall be permitted
by applicable law.

(e) Engagement of an Agent. The Company may, in its
discretion, engage an agent to (i) maintain records of Awards
and Holders’ holdings under the Plan, (ii) execute sales
transactions in shares of Common Stock at the direction of
Holders, (iii) deliver sales proceeds as directed by Holders,
and (iv) hold shares of Common Stock owned without

restriction by Holders, including shares of Common Stock
previously obtained through the Plan that are transferred
to the agent by Holders at their discretion. Except to the
extent otherwise agreed by the Company and the agent,
when an individual loses his or her status as an employee or
non-management Director of the Company, the agent shall
have no obligation to provide any further services to such
person and the shares of Common Stock previously held by
the agent under the Plan may be distributed to the person
or his or her legal representative.

V. Grant of Options, Stock Appreciation
Rights, Restricted Stock Awards,
Restricted Stock Unit Awards,
Performance Awards and Stock Value
Equivalent Awards; Shares Subject to
the Plan

(a) Award Limits. The Committee may from time to time grant
Awards to one or more individuals determined by it to be
eligible for participation in the Plan in accordance with the
provisions of Article VI. The aggregate number of shares
of Common Stock that may be issued under the Plan
shall not exceed 29,790,261 shares, all of which shall be
available for Awards of Incentive Stock Options. Shares
issued as Restricted Stock Awards, Restricted Stock Unit
Awards or pursuant to Performance Awards will count
against the shares available for issuance under the Plan as
1.60 shares for every 1 share issued in connection with the
Award. Notwithstanding anything contained herein to the
contrary, the number of Option shares or Stock Appreciation
Rights, singly or in combination, together with shares or
share equivalents under Performance Awards granted to
any Holder who is an employee in any one calendar year,
shall not in the aggregate exceed 1,000,000. The cash
value determined as of the date of grant of any Performance
Award not denominated in Common Stock granted to any
Holder who is an employee in any one calendar year shall
not exceed $30,000,000. The fair market value, determined
as of the date of grant, of Awards granted to a Holder who is
a non-management Director in any one calendar year, when
added to any cash or other compensation payable to such a
Holder in such calendar year, shall not exceed $750,000. Any
shares which remain unissued and which are not subject to
outstanding Options or Awards at the termination of the Plan
shall cease to be subject to the Plan, but, until termination of
the Plan, the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the Plan.
If Awards are forfeited or are terminated for any other
reason before being exercised or settled, then the shares
underlying such Awards shall again become available for
Awards under the Plan. Notwithstanding the foregoing, the
following shares shall not become available for Awards under
the Plan: (i) shares tendered by an Optionee or withheld
by the Company for payment of an option price, (ii) shares
tendered by a Holder or withheld by the Company to satisfy
the Company’s tax withholding obligation in connection
with an Award, (iii) shares reacquired in the open market or

A-4

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comAppendix A

otherwise using cash proceeds from the exercise of Options,
and (iv) shares that are not issued to a Holder due to a
net settlement of an Award. For purposes of clarity, Stock
Appreciation Rights and Options shall be counted in full
against the number of shares available for issuance under
the Plan, regardless of the number of shares issued upon
settlement of the Stock Appreciation Rights and Options.
The aggregate number of shares which may be issued
under the Plan shall be subject to adjustment in the same
manner as provided in Article XIII with respect to shares of
Common Stock subject to Options then outstanding. The
1,000,000-share limit on Holders who are employees with
respect to Stock Options and Stock Appreciation Rights
Awards, singly or in combination, together with shares or
share equivalents under Performance Awards granted to
any Holder who is an employee in any calendar year shall
be subject to adjustment in the same manner as provided
in Article XIII. Separate stock certificates shall be issued by
the Company for those shares acquired pursuant to the
exercise of an Incentive Stock Option and for those shares
acquired pursuant to the exercise of any Option which does
not constitute an Incentive Stock Option.

(b) Stock Offered. The stock to be offered pursuant to the grant
of an Award may be authorized but unissued Common
Stock or Common Stock previously issued and reacquired
by the Company.

VI. Eligibility

Only employees of the Company or any Parent Corporation or
Subsidiary of the Company and non-management Directors
shall be eligible for Awards under the Plan as determined by the
Committee in its sole discretion. Each Award shall be evidenced in
such manner and form as may be prescribed by the Committee.

VII. Stock Options

(a) Stock Option Agreement. Each Option shall be evidenced
by an Option Agreement between the Company and the
Optionee which shall contain such terms and conditions
as may be approved by the Committee. The terms and
conditions of the respective Option Agreements need not
be identical. Specifically, an Option Agreement may provide
for the payment of the option price, in whole or in part, by
the delivery of a number of shares of Common Stock (plus
cash if necessary) having a Fair Market Value equal to such
option price.

(b) Restriction Period To Be Established by the Committee. The
Committee shall establish the Restriction Period applicable
to an Option; provided, however, that such Restriction Period
shall not be less than the Minimum Criteria. Notwithstanding
the foregoing, Awards of Options may utilize the Minimum
Criteria Exception.

(c) Option Period. The term of each Option shall be as specified
by the Committee at the date of grant; provided that, in no
case, shall the term of an Option exceed ten (10) years.

(d) Limitations on Exercise of Option. An Option shall be
exercisable in whole or in such installments and at such
times as determined by the Committee.

(e) Option Price. The purchase price of Common Stock issued
under each Option shall be determined by the Committee,
but such purchase price shall not be less than the Fair
Market Value of Common Stock subject to the Option on
the date the Option is granted.

(f) Options and Rights in Substitution for Stock Options Granted
by Other Corporations. Options and Stock Appreciation
Rights may be granted under the Plan from time to time
in substitution for stock options held by employees of
corporations who become, or who became prior to the
effective date of the Plan, employees of the Company or of
any Subsidiary as a result of a merger or consolidation of the
employing corporation with the Company or such Subsidiary,
or the acquisition by the Company or a Subsidiary of all or
a portion of the assets of the employing corporation, or the
acquisition by the Company or a Subsidiary of stock of the
employing corporation with the result that such employing
corporation becomes a Subsidiary.

(g) Repricing Prohibited. Except for adjustments pursuant to
Article XIII, the purchase price of Common Stock for any
outstanding Option granted under the Plan may not be
decreased after the date of grant nor may an outstanding
Option granted under the Plan be surrendered to the
Company as consideration for the grant of a new Option with
a lower purchase price, cash or a new Award unless there
is prior approval by the Company stockholders. Any other
action that is deemed to be a repricing under any applicable
rule of the New York Stock Exchange shall be prohibited
unless there is prior approval by the Company stockholders.

VIII. Stock Appreciation Rights

(a) Stock Appreciation Rights. A Stock Appreciation Right is
the right to receive an amount equal to the Spread with
respect to a share of Common Stock upon the exercise of
such Stock Appreciation Right. Stock Appreciation Rights
may be granted in connection with the grant of an Option, in
which case the Option Agreement will provide that exercise
of Stock Appreciation Rights will result in the surrender of the
right to purchase the shares under the Option as to which
the Stock Appreciation Rights were exercised. Alternatively,
Stock Appreciation Rights may be granted independently of
Options in which case each Award of Stock Appreciation
Rights shall be evidenced by a Stock Appreciation Rights
Agreement between the Company and the Holder which shall
contain such terms and conditions as may be approved by
the Committee. The terms and conditions of the respective
Stock Appreciation Rights Agreements need not be identical.
The Spread with respect to a Stock Appreciation Right may
be payable either in cash, shares of Common Stock with a
Fair Market Value equal to the Spread or in a combination
of cash and shares of Common Stock as determined by the
Committee in its sole discretion.

A-5

HALLIBURTON ❘ 2020 Proxy StatementAppendix A

(b) Restriction Period To Be Established by the Committee.
The Committee shall establish the Restriction Period
applicable to a Stock Appreciation Right; provided, however,
that such Restriction Period shall not be less than the
Minimum Criteria. Notwithstanding the foregoing, Awards
of Stock Appreciation Rights may utilize the Minimum
Criteria Exception.

(c) Exercise Price. The exercise price of each Stock Appreciation
Right shall be determined by the Committee, but such
exercise price shall not be less than the Fair Market Value of a
share of Common Stock on the date the Stock Appreciation
Right is granted.

(d) Exercise Period. The term of each Stock Appreciation
Right shall be as specified by the Committee at the date of
grant; provided that, in no case, shall the term of a Stock
Appreciation Right exceed ten (10) years.

(e) Limitations on Exercise of Stock Appreciation Right. A Stock
Appreciation Right shall be exercisable in whole or in such
installments and at such times as determined by the
Committee.

(f) Repricing Prohibited. Except for adjustments pursuant to
Article XIII, the exercise price of a Stock Appreciation Right
may not be decreased after the date of grant nor may an
outstanding Stock Appreciation Right granted under the
Plan be surrendered to the Company as consideration for
the grant of a new Stock Appreciation Right with a lower
exercise price, cash or a new Award unless there is prior
approval by the Company stockholders. Any other action
that is deemed to be a repricing under any applicable rule
of the New York Stock Exchange shall be prohibited unless
there is prior approval by the Company stockholders.

IX. Restricted Stock Awards

(a) Restriction Period To Be Established by the Committee. The
Committee shall establish the Restriction Period applicable
to Restricted Stock Awards; provided, however, that such
Restriction Period shall not be less than the Minimum
Criteria. Notwithstanding the foregoing, Restricted Stock
Awards may utilize the Minimum Criteria Exception.

(b) Other Terms and Conditions. Common Stock awarded
pursuant to a Restricted Stock Award shall be represented
by a stock certificate registered in the name of the Holder
of such Restricted Stock Award or, at the option of the
Company, in the name of a nominee of the Company.
The Holder shall have the right to receive dividends during
the Restriction Period, to vote the Common Stock subject
thereto and to enjoy all other stockholder rights, except that
(i) the Holder shall not be entitled to possession of the stock
certificate until the Restriction Period shall have expired,
(ii) the Company shall retain custody of the stock during
the Restriction Period, (iii) the Holder may not sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of the
stock during the Restriction Period, and (iv) a breach of the
terms and conditions established by the Committee pursuant
to the Restricted Stock Award shall cause a forfeiture of
the Restricted Stock Award. The Committee may, in its

sole discretion, prescribe additional terms, conditions or
restrictions relating to Restricted Stock Awards as shall be
set forth in a Restricted Stock Award Agreement.

(c) Payment for Restricted Stock. A Holder shall not be required
to make any payment for Common Stock received pursuant
to a Restricted Stock Award, except to the extent otherwise
required by law and except that the Committee may, in its
discretion, charge the Holder an amount in cash not in
excess of the par value of the shares of Common Stock
issued under the Plan to the Holder.

(d) Miscellaneous. Nothing in this Article shall prohibit the
exchange of shares issued under the Plan (whether or not
then subject to a Restricted Stock Award) pursuant to a plan
of reorganization for stock or securities in the Company or
another corporation a party to the reorganization, but the
stock or securities so received for shares then subject to
the restrictions of a Restricted Stock Award shall become
subject to the restrictions of such Restricted Stock Award.
Any shares of stock received as a result of a stock split
or stock dividend with respect to shares then subject to a
Restricted Stock Award shall also become subject to the
restrictions of the Restricted Stock Award.

X. Restricted Stock Unit Awards

(a) Restriction Period To Be Established by the Committee. The
Committee shall establish the Restriction Period applicable
to Restricted Stock Unit Awards; provided, however, that
such Restriction Period shall not be less than the Minimum
Criteria. Notwithstanding the foregoing, Restricted Stock
Unit Awards may utilize the Minimum Criteria Exception.

(b) Other Terms and Conditions. The Committee may, in its
sole discretion, prescribe additional terms, conditions or
restrictions relating to the Restricted Stock Unit Award as
shall be set forth in a Restricted Stock Unit Award Agreement.
Cash dividend equivalents may be converted into additional
Restricted Stock Units or may be paid during, or may be
accumulated and paid at the end of, the Restriction Period
with respect to a Restricted Stock Unit Award, as determined
by the Committee. The Committee, in its sole discretion, may
provide for the deferral of a Restricted Stock Unit Award.

(c) Payment for Restricted Stock Unit. A Holder shall not be
required to make any payment for Common Stock received
pursuant to a Restricted Stock Unit Award, except to
the extent otherwise required by law and except that the
Committee may, in its discretion, charge the Holder an
amount in cash not in excess of the par value of the shares
of Common Stock issued under the Plan to the Holder.

(d) Restricted Stock Units in Substitution for Units Granted by
Other Corporations. Restricted Stock Unit Awards may be
granted under the Plan from time to time in substitution for
restricted stock units held by employees of corporations
who become, or who became prior to the effective date of
the Plan, employees of the Company or of any Subsidiary
as a result of a merger or consolidation of the employing
corporation with the Company or such Subsidiary, or the
acquisition by the Company or a Subsidiary of all or a portion

A-6

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comAppendix A

of the assets of the employing corporation, or the acquisition
by the Company or a Subsidiary of stock of the employing
corporation with the result that such employing corporation
becomes a Subsidiary.

XI. Performance Awards

(a) Performance Period. The Committee shall establish, with
respect to and at the time of each Performance Award, a
performance period over which the performance applicable
to the Performance Award of the Holder shall be measured
and a Restriction Period; provided, however, that such
Restriction Period shall not be less than the Minimum
Criteria. Notwithstanding the foregoing, Performance Awards
may utilize the Minimum Criteria Exception.

(b) Performance Awards. Each Performance Award may have
a maximum value established by the Committee at the time
of such Award.

(c) Performance Measures. A Performance Award granted
under the Plan shall be awarded contingent, in whole or in
part, upon the achievement of one or more performance
measures. The performance criteria for Performance Awards
shall consist of objective tests based on the following:
earnings, cash flow, return on capital, cash value added
performance, stockholder return and/or value, revenues,
operating profits (including EBITDA), net profits, earnings
per share, stock price, cost reduction goals, debt to capital
ratio, financial return ratios, profit return and margins, market
share, working capital, net operating profit after taxes,
asset turns, customer satisfaction and any other criteria as
determined by the Committee. The Committee may select
one criterion or multiple criteria for measuring performance.
Performance criteria may be measured on corporate,
subsidiary or business unit performance, or on a combination
thereof. Further, the performance criteria may be based on
comparative performance with other companies or other
external measure of the selected performance criteria.

(d) Payment. Following the end of the performance period, the
Holder of a Performance Award shall be entitled to receive
payment of an amount, not exceeding the maximum value of
the Performance Award, if any, based on the achievement of
the performance measures for such performance period, as
determined by the Committee in its sole discretion. Payment
of a Performance Award (i) may be made in cash, Common
Stock or a combination thereof, as determined by the
Committee in its sole discretion, (ii) shall be made in a lump
sum or in installments as prescribed by the Committee in
its sole discretion, and (iii) to the extent applicable, shall be
based on the Fair Market Value of the Common Stock on
the payment date.

(e) Termination of Service. The Committee shall determine the
effect of termination of service during the performance period
on a Holder’s Performance Award.

XII. Stock Value Equivalent Awards

(a) Stock Value Equivalent Awards. Stock Value Equivalent
Awards are rights to receive an amount equal to the Fair
Market Value of shares of Common Stock or rights to receive

an amount equal to any appreciation or increase in the Fair
Market Value of Common Stock over a specified period of
time, which is subject to a Restriction Period as established
by the Committee, without payment of any amounts by
the Holder thereof (except to the extent otherwise required
by law) or satisfaction of any performance criteria or
objectives. Each Stock Value Equivalent Award may have a
maximum value established by the Committee at the time
of such Award.

(b) Award Period. The Committee shall establish the Restriction
Period applicable to Stock Value Equivalent Awards;
provided, however, that such Restriction Period shall not
be less than the Minimum Criteria. Notwithstanding the
foregoing, Stock Value Equivalent Awards may utilize the
Minimum Criteria Exception.

(c) Payment. Following the end of the determined period for a
Stock Value Equivalent Award, the Holder of a Stock Value
Equivalent Award shall be entitled to receive payment of an
amount, not exceeding the maximum value of the Stock
Value Equivalent Award, if any, based on the then vested
value of the Award. Payment of a Stock Value Equivalent
Award (i) shall be made in cash, (ii) shall be made in a lump
sum or in installments as prescribed by the Committee
in its sole discretion, and (iii) shall be based on the Fair
Market Value of the Common Stock on the payment date.
Cash dividend equivalents may be paid during, or may be
accumulated and paid at the end of, the determined vesting
period with respect to a Stock Value Equivalent Award, as
determined by the Committee.

(d) Termination of Service. The Committee shall determine the
effect of termination of service during the applicable vesting
period on a Holder’s Stock Value Equivalent Award.

XIII. Recapitalization or Reorganization

(a) Except as hereinafter otherwise provided, in the event of
any recapitalization, reorganization, merger, consolidation,
combination, exchange, stock dividend, stock split,
extraordinary dividend or divestiture (including a spin-off) or
any other change in the corporate structure or shares of
Common Stock occurring after the date of the grant of an
Award, the Committee shall, in its discretion, make such
adjustment as to the number and price of shares of Common
Stock or other consideration subject to such Awards as
the Committee shall deem appropriate in order to prevent
dilution or enlargement of rights of the Holders.

(b) The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board
or the stockholders of the Company to make or authorize
any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business,
any merger or consolidation of the Company, any issue of
debt or equity securities having any priority or preference with
respect to or affecting Common Stock or the rights thereof,
the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its
assets or business or any other corporate act or proceeding.

A-7

HALLIBURTON ❘ 2020 Proxy StatementAppendix A

(c) The shares with respect to which Options, Stock Appreciation
Rights or Restricted Stock Units may be granted are
shares of Common Stock as presently constituted, but if,
and whenever, prior to the expiration of an Option, Stock
Appreciation Rights or Restricted Stock Unit Award, the
Company shall effect a subdivision or consolidation of shares
of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the
Company, the number of shares of Common Stock with
respect to which such Award relates or may thereafter
be exercised (i) in the event of an increase in the number
of outstanding shares shall be proportionately increased,
and, as applicable, the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding shares shall be proportionately
reduced, and, as applicable, the purchase price per share
shall be proportionately increased.

(d)

If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option or Stock
Appreciation Right or payment in settlement of a Restricted
Stock Unit Award theretofore granted, the Holder shall be
entitled to purchase or receive, as applicable, under such
Award, in lieu of the number of shares of Common Stock
as to which such Award relates or shall then be exercisable,
the number and class of shares of stock and securities and
the cash and other property to which the Holder would have
been entitled pursuant to the terms of the recapitalization
if, immediately prior to such recapitalization, the Holder
had been the holder of record of the number of shares of
Common Stock then covered by such Award.

(e) Notwithstanding any provisions of the Plan to the contrary,
in the event of an employee Holder’s Qualifying Termination,
unless an Award Document otherwise provides, as of
the date of such Holder’s termination of service (i) any
outstanding Options and Stock Appreciation Rights shall
become immediately vested and fully exercisable for the full
term thereof, (ii) any restrictions on Restricted Stock Awards
or Restricted Stock Unit Awards shall immediately lapse,
(iii) all performance measures upon which an outstanding
Performance Award is contingent shall be deemed achieved
and the Holder shall receive a payment equal to the target
amount of the Award he or she would have been entitled
to receive, without proration, and (iv) any outstanding cash
Awards including Stock Value Equivalent Awards shall
immediately vest and be paid based on the vested value of
the Award.

(f) Except as hereinbefore expressly provided, the issuance
by the Company of shares of stock of any class or
securities convertible into shares of stock of any class, for
cash, property, labor or services, upon direct sale, upon
the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any
case whether or not for fair value, shall not affect, and no
adjustment by reason thereof shall be made with respect
to, the number of shares of Common Stock subject to
Awards theretofore granted, the purchase price per share
of Common Stock subject to Options or the calculation of
the Spread with respect to Stock Appreciation Rights.

(g) Notwithstanding the foregoing, the provisions of this Article
XIII shall be administered in accordance with Section 409A
of the Code, and settlement of Awards under Section 13(e)
will be delayed until the scheduled payment or vesting date
to the extent required to comply with Section 409A of the
Code or to avoid the taxes imposed thereunder.

XIV. Amendment or Termination of the Plan

The Board in its discretion may terminate the Plan or alter or
amend the Plan or any part thereof from time to time; provided
that no change in any Award theretofore granted may be made
which would impair the rights of the Holder without the consent of
the Holder, and provided, further, that the Board may not, without
approval of the stockholders, amend the Plan to effect a “material
revision” of the Plan, where a “material revision” includes, but is
not limited to, a revision that: (a) materially increases the benefits
accruing to a Holder under the Plan, (b) materially increases
the aggregate number of securities that may be issued under
the Plan, (c) materially modifies the requirements as to eligibility
for participation in the Plan, or (d) changes the types of awards
available under the Plan.

XV. Other

(a) No Right To An Award. Neither the adoption of the Plan
nor any action of the Board or of the Committee shall be
deemed to give an employee or a non-management Director
any right to be granted an Option, a Stock Appreciation Right,
a right to a Restricted Stock Award, Restricted Stock Unit
Award, Performance Award or Stock Value Equivalent Award
or any other rights hereunder except as may be evidenced by
an Award or by an Option or Stock Appreciation Agreement
duly executed on behalf of the Company, and then only to
the extent of and on the terms and conditions expressly set
forth therein. The Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or
to make any other segregation of funds or assets to assure
the payment of any Award.

(b) No Employment Rights Conferred. Nothing contained in the

Plan or in any Award made hereunder shall:

(i)

(ii)

confer upon any employee any right to continuation of
employment with the Company or any Subsidiary; or

interfere in any way with the right of the Company or
any Subsidiary to terminate his or her employment at
any time.

(c) No Rights to Serve as a Director Conferred. Nothing
contained in the Plan or in any Award made hereunder shall
confer upon any Director any right to continue their position
as a Director of the Company.

(d) Other Laws; Withholding. The Company shall not be
obligated to issue any shares of Common Stock pursuant
to any Award at any time, when the offering of the shares
of Common Stock covered by such Award has not been
registered under the U.S. Securities Act of 1933, as amended
(the “Act”) or such other country, U.S. federal or state laws,
rules or regulations as the Company deems applicable and,
in the opinion of legal counsel for the Company, there is
no exemption from the registration. The Company intends

A-8

HALLIBURTON ❘ 2020 Proxy Statementwww.halliburton.comAppendix A

to use reasonable efforts to ensure that no such delay will
occur. In the event exemption from registration under the
Act is available upon vesting of an Award, the Participant,
if requested by the Company to do so, will execute and
deliver to the Company in writing an agreement containing
such provisions as the Company may require to assure
compliance with applicable securities laws. By accepting
an Award, the Participant agrees that the shares of Common
Stock which the Participant may acquire upon vesting of
an Award will not be sold or otherwise disposed of in any
manner which would constitute a violation of any applicable
U.S. federal, state or non-U.S. securities laws. Furthermore,
the Participant also agrees (i) that the Company may refuse
to register the transfer of the shares of Common Stock
acquired under an Award on the stock transfer records
of the Company if such proposed transfer would in the
opinion of counsel to the Company constitute a violation
of any applicable securities law, and (ii) that the Company
may give related instructions to its transfer agent, if any, to
stop registration of the transfer of the shares of Common
Stock acquired under the Plan. No fractional shares of
Common Stock shall be delivered, nor shall any cash in
lieu of fractional shares be paid. The Company shall have
the right to deduct in connection with all Awards any taxes
required by law to be withheld and to require any payments
necessary to enable it to satisfy its withholding obligations.
The Committee may permit the Holder of an Award to
elect to surrender, or authorize the Company to withhold,
shares of Common Stock (valued at their Fair Market Value
on the date of surrender or withholding of such shares) in
satisfaction of the Company’s withholding obligation, subject
to such restrictions as the Committee deems appropriate.

(e) No Restriction on Corporate Action. Nothing contained in
the Plan shall be construed to prevent the Company or any
Subsidiary from taking any corporate action which is deemed
by the Company or such Subsidiary to be appropriate or in
its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the
Plan. No Holder, beneficiary or other person shall have any
claim against the Company or any Subsidiary as a result of
any such action.

(f) Restrictions on Transfer. No Award may 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 Code or Title I of the U.S.
Employee Retirement Income Security Act of 1974, as
amended, or similar order. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of an
Award or of such rights contrary to the provisions of an
Award Document or in the Plan, the Award and such rights
shall immediately become null and void. The Committee may
prescribe and include in the respective Award Documents
hereunder other restrictions on transfer. Upon a Holder’s
death, the Holder’s personal representative or other person
entitled to succeed to the rights of the Holder (the “Successor
Holder”) may exercise such rights as are provided under
the applicable Award Document. A Successor Holder must

furnish proof satisfactory to the Company of his or her rights
to exercise the Award under the Holder’s will or under the
applicable laws of descent and distribution. Notwithstanding
the foregoing, the Committee shall have the authority, in its
discretion, to grant (or to sanction by way of amendment
to an existing grant) Awards (other than Incentive Stock
Options) which may be transferred by the Holder for no
consideration to or for the benefit of the Holder’s Immediate
Family, to a trust solely for the benefit of the Holder and
his Immediate Family, or to a partnership or limited liability
company in which the Holder and members of his Immediate
Family have at least 99% of the equity, profit and loss interest,
in which case the Award Document shall so state. A transfer
of an Award pursuant to this Paragraph (f) shall be subject to
such rules and procedures as the Committee may establish.
In the event an Award is transferred as contemplated in
this Paragraph (f), such Award may not be subsequently
transferred by the transferee except by will or the laws of
descent and distribution, and such Award shall continue to
be governed by and subject to the terms and limitations of
the Plan and the relevant written instrument for the Award
and the transferee shall be entitled to the same rights as the
Holder under Articles XIII and XIV hereof as if no transfer had
taken place. No transfer shall be effective unless and until
written notice of such transfer is provided to the Committee,
in the form and manner prescribed by the Committee. The
consequences of termination of employment shall continue
to be applied with respect to the original Holder, following
which the Awards shall be exercised by the transferee only
to the extent and for the periods specified in the Plan and
the related Award Document. The Option Agreement, Stock
Appreciation Rights Agreement, Restricted Stock Award
Agreement, Restricted Stock Unit Award Agreement or other
Award Document shall specify the effect of the death of the
Holder on the Award.

(g) Governing Law. This Plan shall be construed in accordance
with the laws of the State of Texas, except to the extent that
it implicates matters which are the subject of the General
Corporation Law of the State of Delaware which matters
shall be governed by the latter law.

(h) Foreign Awardees. Without amending the Plan, the
Committee may grant Awards to eligible persons who are
foreign nationals on such terms and conditions different from
those specified in the Plan as may, in the judgment of the
Committee, be necessary or desirable to foster and promote
achievement of the purposes of the Plan and, in furtherance of
such purposes, the Committee may make such modifications,
amendments, procedures, subplans and the like as may be
necessary or advisable to comply with the provisions of laws
and regulations in other countries or jurisdictions in which the
Company or its Subsidiaries operate.

(i) Clawback or Recoupment. Notwithstanding any other
provisions in this Plan, any Award shall be subject to
clawback, recovery or recoupment by the Company
under any clawback or recoupment policy adopted by
the Company, whether before or after the date of grant of
the Award.

A-9

HALLIBURTON ❘ 2020 Proxy StatementUNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2019
OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______

Commission File Number 001-03492

HALLIBURTON COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

75-2677995
(I.R.S. Employer
Identification No.)

3000 North Sam Houston Parkway East
Houston, Texas 77032
(Address of Principal Executive Offices)

Telephone Number – Area Code (281) 871-2699

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock, par value $2.50 per share

Trading Symbol

HAL

Name of each exchange on which registered

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Accelerated Filer

Emerging Growth Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

The aggregate market value of Halliburton Company Common Stock held by non-affiliates on June 30, 2019, determined using the per share closing price on the
New York Stock Exchange Composite tape of $22.74 on that date, was approximately $19.8 billion.

As of February 7, 2020, there were 879,911,447 shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.

Portions of the Halliburton Company Proxy Statement for our 2020 Annual Meeting of Shareholders (File No. 001-03492) are incorporated by reference into
Part III of this report.

HALLIBURTON COMPANY
Index to Form 10-K
For the Year Ended December 31, 2019

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview
Liquidity and Capital Resources
Business Environment and Results of Operations
Results of Operations in 2019 Compared to 2018
Results of Operations in 2018 Compared to 2017
Critical Accounting Estimates
Off Balance Sheet Arrangements
Financial Instrument Market Risk
Environmental Matters
Forward-Looking Information

Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners
Security Ownership of Management
Changes in Control
Securities Authorized for Issuance Under Equity Compensation Plans
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services

Exhibits
Form 10-K Summary

PART I
Item 1.
Item 1(a).
Item 1(b).
Item 2.
Item 3.
Item 4.

PART II
Item 5.

Item 6.
Item 7.

Item 7(a).
Item 8.
Item 9.
Item 9(a).
Item 9(b).

PART III
Item 10.
Item 11.
Item 12(a).
Item 12(b).
Item 12(c).
Item 12(d).
Item 13.
Item 14.

PART IV
Item 15.
Item 16.

SIGNATURES

PAGE
1
8
16
16
16
16

17
18
19
19
22
24
26
28
29
31
32
32
32
33
34
67
67
67

68
68
68
68
68
68
68
68

69
75

Item 1 | Business

PART I

Item 1. Business.

Description of business
Halliburton Company is one of the world's largest providers of products and services to the energy industry. Its
predecessor was established in 1919 and incorporated under the laws of the State of Delaware in 1924. Inspired by the past and
leading into the future, what started with a single product from a single location is now a global enterprise. We are proud of our
over 100 years of operation, innovation, collaboration, and execution. Halliburton has fostered a culture of unparalleled service
to the world's major, national and independent oil and gas producers. With approximately 55,000 employees, representing 140
nationalities in more than 80 countries, we help our customers maximize asset value throughout the lifecycle of the reservoir -
from locating hydrocarbons and managing geological data, to drilling and formation evaluation, well construction and
completion and optimizing production throughout the life of the asset.

2019 Highlights
- Cost structure: Reorganized and reduced our cost structure in North America. We systematically rationalized and
reduced our equipment supply to adjust to changing activity levels. We initiated a global cost savings and service
delivery improvement program and executed personnel reductions and real estate rationalization to improve
financial performance.

- Customer alignment: Continued to align with a portfolio of customers with a mix of pricing and volume designed to

generate returns for Halliburton.

- Technology: Deployed technology that helped our customers maximize asset value, lower our cost and/or accrue

value to Halliburton. We leveraged our experience in U.S. shales to provide a customized application of technology,
logistics management and operational excellence to maximize asset value for our international customers.
- Safety and service quality: Achieved exceptional safety and service quality performance. Our total recordable

incident rate and non-productive time improved over 20%, both historical bests across our business. This is a result
of our employees’ continued commitment to safety and process execution.

2020 Focus
- International: Improve international revenue and operating margin growth opportunities from mature fields and
shallow water markets with a higher utilization for our existing equipment in certain markets. Grow at or above
international drilling and completions spending.

- North America: Continue to strategically grow our non-hydraulic fracturing businesses in North America. Continue
implementing our cost savings and service delivery program to achieve higher utilization of existing fleets with a
focus on delivering margin expansion and strong returns and cash flow.

- Capital discipline: Maintain capital discipline across all geographies to deliver strong returns and cash flow.

Operating segments
We operate under two divisions, which form the basis for the two operating segments we report, the Completion and

Production segment and the Drilling and Evaluation segment.

Completion and Production delivers cementing, stimulation, intervention, pressure control, specialty chemicals,

artificial lift and completion products and services. The segment consists of the following product service lines:

- Production Enhancement: includes stimulation services and sand control services. Stimulation services optimize oil
and natural gas reservoir production through a variety of pressure pumping services, nitrogen services and chemical
processes, commonly known as hydraulic fracturing and acidizing. Sand control services include fluid and chemical
systems and pumping services for the prevention of formation sand production.

- Cementing: involves bonding the well and well casing while isolating fluid zones and maximizing wellbore stability.

Our cementing product service line also provides casing equipment.

- Completion Tools: provides downhole solutions and services to our customers to complete their wells, including

well completion products and services, intelligent well completions, liner hanger systems, sand control systems and
service tools.

- Production Solutions: provides customized well intervention solutions to increase well performance, which includes

coiled tubing, hydraulic workover units and downhole tools.

HAL 2019 FORM 10-K | 1

Item 1 | Business

- Pipeline & Process Services: provides a complete range of pre-commissioning, commissioning, maintenance and

decommissioning services to the onshore and offshore pipeline and process plant construction, commissioning and
maintenance industries. During the fourth quarter of 2019, we made a strategic decision to market for sale this
business.

- Multi-Chem: provides customized specialty oilfield completion, production, and downstream water and process

treatment chemicals and services to maximize production, ensure integrity of well and pipeline assets and address
production, processing and transportation challenges.

- Artificial Lift: provides services to maximize reservoir and wellbore recovery by applying lifting technology,
intelligent field management solutions and related services throughout the life of the well, including electrical
submersible pumps.

Drilling and Evaluation 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
the following product service lines:

- Baroid: provides drilling fluid systems, performance additives, completion fluids, solids control, specialized testing
equipment and waste management services for oil and natural gas drilling, completion and workover operations.

- Sperry Drilling: provides drilling systems and services that offer directional control for precise wellbore placement

while providing important measurements about the characteristics of the drill string and geological formations while
drilling wells. These services include directional and horizontal drilling, measurement-while-drilling, logging-while-
drilling, surface data logging, multilateral systems, underbalanced applications and rig site information systems.

- Wireline and Perforating: provides open-hole logging services that supply information on formation evaluation and

reservoir fluid analysis, including formation lithology, rock properties and reservoir fluid properties. Also offered are
cased-hole and slickline services, including perforating, pipe recovery services, through-casing formation evaluation
and reservoir monitoring, casing and cement integrity measurements and well intervention services.

- Drill Bits and Services: provides roller cone rock bits, fixed cutter bits, hole enlargement and related downhole tools
and services used in drilling oil and natural gas wells. In addition, coring equipment and services are provided to
acquire cores of the formation drilled for evaluation.

- Landmark Software and Services: supplies integrated exploration, drilling and production software and related

professional and data management services for the upstream oil and natural gas industry.

- Testing and Subsea: provides acquisition and analysis of dynamic reservoir information and reservoir optimization
solutions to the oil and natural gas industry through a broad portfolio of test tools, data acquisition services, fluid
sampling, surface well testing and subsea safety systems.

- Halliburton Project Management: provides integrated solutions to our customers by leveraging the full line of our

oilfield services, products and technologies to solve customer challenges throughout the oilfield lifecycle. It includes
project management and integrated asset management.

The following charts depict the company's revenue split between its two operating segments for the years ended

December 31, 2019 and 2018.

See Note 3 to the consolidated financial statements for further financial information related to each of our business

segments. We have manufacturing operations in various locations, the most significant of which are located in the United
States, Malaysia, Singapore and the United Kingdom.

HAL 2019 FORM 10-K | 2

Item 1 | Business

Business strategy
Our value proposition is to collaborate and engineer solutions to maximize asset value for our customers. We strive to

achieve superior growth and returns for our shareholders by delivering technology and services that improve efficiency,
increase recovery and maximize production for our customers. Our objectives are to:

- create a balanced portfolio of services and products supported by global infrastructure and anchored by

technological innovation to further differentiate our company;

- reach a distinguished level of operational excellence that reduces costs and creates real value;
- preserve a dynamic workforce by being a preferred employer to attract, develop and retain the best global talent; and
- maintain the highest ethical and business standards and health, safety and environmental performance.

For further discussion on our business strategies, see "Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations – Executive Overview."

Markets and competition
We are one of the world’s largest diversified energy services companies. Our services and products are sold in highly

competitive markets throughout the world. Competitive factors impacting sales of our services and products include: price;
service delivery; health, safety and environmental standards and practices; service quality; global talent retention;
understanding the geological characteristics of the hydrocarbon reservoir; product quality; warranty; and technical proficiency.

We conduct business worldwide in more than 80 countries. The business operations of our divisions are organized
around four primary geographic regions: North America, Latin America, Europe/Africa/CIS and Middle East/Asia. In 2019,
2018 and 2017, based on the location of services provided and products sold, 51%, 58% and 53%, respectively, of our
consolidated revenue was from the United States. No other country accounted for more than 10% of our consolidated revenue
during these periods. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
for additional information about our geographic operations. Because the markets for our services and products are vast and
cross numerous geographic lines, it is not practicable to provide a meaningful estimate of the total number of our competitors.
The industries we serve are highly competitive, and we have many substantial competitors. Most of our services and products
are marketed through our service and sales organizations.

The following charts depict the company's revenue split between its four primary geographic regions for the years

ended December 31, 2019 and 2018.

Operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil
unrest, force majeure, war or other armed conflict, health or similar issues, sanctions, expropriation or other governmental
actions, inflation, changes in foreign currency exchange rates, foreign currency exchange restrictions and highly inflationary
currencies, as well as other geopolitical factors. We believe the geographic diversification of our business activities reduces the
risk that loss of operations in any one country, other than the United States, would be materially adverse to our business,
consolidated results of operations or consolidated financial condition.

Information regarding our exposure to foreign currency fluctuations, risk concentration and financial instruments used

to minimize risk is included in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Financial Instrument Market Risk” and in Note 15 to the consolidated financial statements.

HAL 2019 FORM 10-K | 3

Item 1 | Business

Customers
Our revenue during the past three years was derived from the sale of services and products to the energy industry. No

single customer represented more than 10% of our consolidated revenue in any period presented.

Raw materials
Raw materials essential to our business are normally readily available. Market conditions can trigger constraints in the
supply of certain raw materials, such as proppants (primarily sand), hydrochloric acid and gels, including guar gum (a blending
additive used in hydraulic fracturing). We are always seeking ways to ensure the availability of resources, as well as manage
costs of raw materials. Our procurement department uses our size and buying power to enhance our access to key materials at
competitive prices.

Patents
We own a large number of patents and have pending a substantial number of patent applications covering various

products and processes. We are also licensed to utilize technology covered by patents owned by others, and we license others to
utilize technology covered by our patents. We do not consider any particular patent to be material to our business operations.

Seasonality
Weather and natural phenomena can temporarily affect the performance of our services, but the widespread

geographical locations of our operations mitigate those effects. Examples of how weather can impact our business include:

- the severity and duration of the winter in North America can have a significant impact on natural gas storage levels

and drilling activity;

- the timing and duration of the spring thaw in Canada directly affects activity levels due to road restrictions;
- typhoons and hurricanes can disrupt coastal and offshore operations; and
- severe weather during the winter normally results in reduced activity levels in the North Sea and Russia.

Additionally, customer spending patterns for software, completion tools and various other oilfield services and
products typically result in higher activity in the fourth quarter of the year. Conversely, customer spending patterns and budget
constraints may lead to lower demand for our services and products in the second half of the year.

Employees
At December 31, 2019, we employed approximately 55,000 people worldwide compared to approximately 60,000 at

December 31, 2018. At December 31, 2019, approximately 15% of our employees were subject to collective bargaining
agreements. Based upon the geographic diversification of these employees, we do not believe any risk of loss from employee
strikes or other collective actions would be material to the conduct of our operations taken as a whole.

Environmental regulation
We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. For

further information related to environmental matters and regulation, see Note 10 to the consolidated financial statements and
"Item 1(a). Risk Factors.”

Hydraulic fracturing
Hydraulic fracturing is a process that creates fractures extending from the well bore into the rock formation to enable
natural gas or oil to move more easily from the rock pores to a production conduit. A significant portion of our Completion and
Production segment provides hydraulic fracturing services to customers developing shale natural gas and shale oil. From time
to time, questions arise about the scope of our operations in the shale natural gas and shale oil sectors, and the extent to which
these operations may affect human health and the environment.

At the direction of our customer, we design and generally implement a hydraulic fracturing operation to 'stimulate' the
well's production, once the well has been drilled, cased and cemented. Our customer is generally responsible for providing the
base fluid (usually water) used in the hydraulic fracturing of a well. We frequently supply the proppant (primarily sand) and at
least a portion of the additives used in the overall fracturing fluid mixture. In addition, we mix the additives and proppant with
the base fluid and pump the mixture down the wellbore to create the desired fractures in the target formation. The customer is
responsible for disposing and/or recycling for further use any materials that are subsequently produced or pumped out of the
well, including flowback fluids and produced water.

HAL 2019 FORM 10-K | 4

Item 1 | Business

As part of the process of constructing the well, the customer will take a number of steps designed to protect drinking
water resources. In particular, the casing and cementing of the well are designed to provide 'zonal isolation' so that the fluids
pumped down the wellbore and the oil and natural gas and other materials that are subsequently pumped out of the well will not
come into contact with shallow aquifers or other shallow formations through which those materials could potentially migrate to
freshwater aquifers or the surface.

The potential environmental impacts of hydraulic fracturing have been studied by numerous government entities and

others. In 2004, the United States Environmental Protection Agency (EPA) conducted an extensive study of hydraulic fracturing
practices, focusing on coalbed methane wells, and their potential effect on underground sources of drinking water. The EPA’s
study concluded that hydraulic fracturing of coalbed methane wells poses little or no threat to underground sources of drinking
water. In December 2016, the EPA released a final report, “Hydraulic Fracturing for Oil and Gas: Impacts from the Hydraulic
Fracturing Water Cycle on Drinking Water Resources in the United States” representing the culmination of a six-year study
requested by Congress. While the EPA report noted a potential for some impact to drinking water sources caused by hydraulic
fracturing, the agency confirmed the overall incidence of impacts is low. Moreover, a number of the areas of potential impact
identified in the report involve activities for which we are not generally responsible, such as potential impacts associated with
withdrawals of surface water for use as a base fluid and management of wastewater.

We have proactively developed processes to provide our customers with the chemical constituents of our hydraulic

fracturing fluids to enable our customers to comply with state laws as well as voluntary standards established by the Chemical
Disclosure Registry, www.fracfocus.org. We have also invested considerable resources in developing hydraulic fracturing
technologies, in both the equipment and chemistry portions of our business, which offer our customers a variety of
environment-friendly options related to the use of hydraulic fracturing fluid additives and other aspects of our hydraulic
fracturing operations. We created a hydraulic fracturing fluid system comprised of materials sourced entirely from the food
industry. In addition, we have engineered a process that uses ultraviolet light to control the growth of bacteria in hydraulic
fracturing fluids, allowing customers to minimize the use of chemical biocides. We are committed to the continued
development of innovative chemical and mechanical technologies that allow for more economical and environment-friendly
development of the world’s oil and natural gas reserves, and that reduce noise while complying with Tier 4 lower emission
legislation.

In evaluating any environmental risks that may be associated with our hydraulic fracturing services, it is helpful to

understand the role that we play in the development of shale natural gas and shale oil. Our principal task generally is to manage
the process of injecting fracturing fluids into the borehole to 'stimulate' the well. Thus, based on the provisions in our contracts
and applicable law, the primary environmental risks we face are potential pre-injection spills or releases of stored fracturing
fluids and potential spills or releases of fuel or other fluids associated with pumps, blenders, conveyors, or other above-ground
equipment used in the hydraulic fracturing process.

Although possible concerns have been raised about hydraulic fracturing, the circumstances described above have

helped to mitigate those concerns. To date, we have not been obligated to compensate any indemnified party for any
environmental liability arising directly from hydraulic fracturing, although there can be no assurance that such obligations or
liabilities will not arise in the future. For further information on risks related to hydraulic fracturing, see "Item 1(a). Risk
Factors.”

Working capital
We fund our business operations through a combination of available cash and equivalents, short-term investments and
cash flow generated from operations. In addition, our revolving credit facility is available for additional working capital needs.

Web site access
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available
free of charge on our internet web site (www.halliburton.com) as soon as reasonably practicable after we have electronically
filed the material with, or furnished it to, the Securities and Exchange Commission (SEC). The SEC maintains an internet site
(www.sec.gov) that contains our reports, proxy and information statements and our other SEC filings. We have posted on our
web site our Code of Business Conduct, which applies to all of our employees and Directors and serves as a code of ethics for
our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar
functions. Any amendments to our Code of Business Conduct or any waivers from provisions of our Code of Business Conduct
granted to the specified officers above are disclosed on our web site within four business days after the date of any amendment
or waiver pertaining to these officers. There have been no waivers from provisions of our Code of Business Conduct for the
years 2019, 2018, or 2017. Except to the extent expressly stated otherwise, information contained on or accessible from our

HAL 2019 FORM 10-K | 5

web site or any other web site is not incorporated by reference into this annual report on Form 10-K and should not be
considered part of this report.

Executive Officers of the Registrant

The following table indicates the names and ages of the executive officers of Halliburton Company as of February 11,

2020, including all offices and positions held by each in the past five years:

Name and Age

Offices Held and Term of Office

Item 1 | Business

Anne L. Beaty
(Age 63)

Eric J. Carre
(Age 53)

Senior Vice President, Finance of Halliburton Company, since March 2017

Senior Vice President, Internal Assurance Services of Halliburton Company, November

2013 to March 2017

Executive Vice President, Global Business Lines of Halliburton Company, since May 2016

Senior Vice President, Drilling and Evaluation Division of Halliburton Company, June 2011

to April 2016

Charles E. Geer, Jr.
(Age 49)

Senior Vice President and Chief Accounting Officer of Halliburton Company, since

December 2019

Myrtle L. Jones
(Age 60)

Lance Loeffler
(Age 42)

Timothy M. McKeon
(Age 47)

Jeffrey A. Miller
(Age 56)

Lawrence J. Pope
(Age 51)

Joe D. Rainey
(Age 63)

Mark J. Richard
(Age 58)

Vice President and Corporate Controller of Halliburton Company, January 2015 to

December 2019

Senior Vice President, Tax of Halliburton Company, since March 2013

Executive Vice President and Chief Financial Officer of Halliburton Company, since

November 2018

Vice President of Investor Relations of Halliburton Company, April 2016 to November 2018

Vice President of Corporate Development of Halliburton Company, August 2014 to April

2016

Vice President and Treasurer of Halliburton Company, since January 2014

Chairman of the Board, President and Chief Executive Officer of Halliburton Company,

since January 2019

Member of the Board of Directors, President and Chief Executive Officer of Halliburton

Company, June 2017 to December 2018

Member of the Board of Directors and President of Halliburton Company, August 2014 to

May 2017

Executive Vice President of Administration and Chief Human Resources Officer of

Halliburton Company, since January 2008

President, Eastern Hemisphere of Halliburton Company, since January 2011

President, Western Hemisphere of Halliburton Company, since February 2019

Senior Vice President, Northern U.S. Region of Halliburton Company, August 2018 to

January 2019

Senior Vice President, Business Development and Marketing of Halliburton Company,

November 2015 to July 2018

Senior Vice President, Europe/Sub-Saharan Africa Region of Halliburton Company,

February 2014 to October 2015

HAL 2019 FORM 10-K | 6

Item 1 | Business

Robb L. Voyles
(Age 62)

Executive Vice President, Secretary and Chief Legal Officer of Halliburton Company, since

January 2020

Executive Vice President, Secretary and General Counsel of Halliburton Company, May

2015 to December 2019

Interim Chief Financial Officer of Halliburton Company, March 2017 to June 2017

Executive Vice President and General Counsel of Halliburton Company, January 2014 to

April 2015

There are no family relationships between the executive officers of the registrant or between any director and any executive
officer of the registrant.

HAL 2019 FORM 10-K | 7

Item 1(a) | Risk Factors

Item 1(a). Risk Factors.

When considering an investment in Halliburton Company, all of the risk factors described below and other information
included and incorporated by reference in this annual report should be carefully considered. Any of these risk factors could have
a significant or material adverse effect on our business, results of operations, financial condition or cash flows. Additional risks
and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business,
financial condition, results of operations or cash flows.

Trends in oil and natural gas prices affect the level of exploration, development and production activity of our
customers and the demand for our services and products, which could have a material adverse effect on our business,
consolidated results of operations and consolidated financial condition.

Demand for our services and products is particularly sensitive to the level of exploration, development and production
activity of, and the corresponding capital spending by, oil and natural gas companies. The level of exploration, development and
production activity is directly affected by trends in oil and natural gas prices, which historically have been volatile and are likely
to continue to be volatile. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in
the supply of and demand for oil and natural gas, market uncertainty and a variety of other economic factors that are beyond our
control. Given the long-term nature of many large-scale development projects, even the perception of longer-term lower oil and
natural gas prices by oil and natural gas companies can cause them to reduce or defer major expenditures. We also have a small
number of integrated projects that have remuneration tied to hydrocarbon production. Reduction in oil and gas prices can affect
the overall returns for these projects, either lengthening the time until the expected returns are realized or by impairing the value
of the asset. Any prolonged reductions of commodity prices or expectations of such reductions could have a material adverse
effect on our business, consolidated results of operations and consolidated financial condition, and could result in asset
impairments and severance costs.

Factors affecting the prices of oil and natural gas include:
- the level of supply and demand for oil and natural gas;
- the ability or willingness of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain oil

production levels;

- the level of oil production in the U.S. and by other non-OPEC countries;
- oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
- the cost of, and constraints associated with, producing and delivering oil and natural gas;
- governmental regulations, including the policies of governments regarding the exploration for and production and

development of their oil and natural gas reserves;

- weather conditions, natural disasters and health or similar issues, such as pandemics or epidemics;
- worldwide political, military and economic conditions; and
- increased demand for alternative energy and electric vehicles, including government initiatives to promote the use of

renewable energy sources and public sentiment around alternatives to oil and gas.

Our business is dependent on capital spending by our customers, and reductions in capital spending could have a

material adverse effect on our business, consolidated results of operations and consolidated financial condition.

Our business is directly affected by changes in capital expenditures by our customers, and reductions in their capital
spending could reduce demand for our services and products and have a material adverse effect on our business, consolidated
results of operations, and consolidated financial condition. Some of the items that may impact our customer's capital spending
include:

- oil and natural gas prices, including volatility of oil and natural gas prices and expectations regarding future prices;
- the inability of our customers to access capital on economically advantageous terms, which may be impacted by,
among other things, a decrease of investors' interest in hydrocarbon producers because of environmental and
sustainability initiatives;

- changes in customers' capital allocation, leading to less focus on growth;
- restrictions on our customers' ability to get their produced oil and natural gas to market due to infrastructure

limitations;

- the consolidation of our customers;
- customer personnel changes; and
- adverse developments in the business or operations of our customers, including write-downs of oil and natural gas

reserves and borrowing base reductions under customer credit facilities.

Any significant reduction in commodity prices or a change in our customers’ expectations of commodity prices,
economic growth or supply and demand for oil and natural gas may result in capital budget reductions in the future. Any

HAL 2019 FORM 10-K | 8

substantial and unexpected drop in commodity prices in the future, even if the drop is relatively short-lived, could similarly
affect our customers’ expectations and capital spending, which could result in a material adverse effect on our business,
consolidated results of operations and consolidated financial condition.

Our operations are subject to political and economic instability and risk of government actions that could have a

material adverse effect on our business, consolidated results of operations and consolidated financial condition.

We are exposed to risks inherent in doing business in each of the countries in which we operate. Our operations are

subject to various risks unique to each country that could have a material adverse effect on our business, consolidated results of
operations and consolidated financial condition. With respect to any particular country, these risks may include:

Item 1(a) | Risk Factors

- political and economic instability, including:

• civil unrest, acts of terrorism, war and other armed conflict;
• inflation; and
• currency fluctuations, devaluations and conversion restrictions; and

- governmental actions that may:

• result in expropriation and nationalization of our assets in that country;
• result in confiscatory taxation or other adverse tax policies;
• limit or disrupt markets or our operations, restrict payments, or limit the movement of funds;
• impose sanctions on our ability to conduct business with certain customers or persons;
• result in the deprivation of contract rights; and
• result in the inability to obtain or retain licenses required for operation.

For example, due to the unsettled political conditions in many oil-producing countries, our operations, revenue and

profits are subject to the adverse consequences of war, terrorism, civil unrest, strikes, currency controls and governmental
actions. These and other risks described above could result in the loss of our personnel or assets, cause us to evacuate our
personnel from certain countries, cause us to increase spending on security worldwide, cause us to cease operating in certain
countries, disrupt financial and commercial markets, including the supply of and pricing for oil and natural gas, and generate
greater political and economic instability in some of the geographic areas in which we operate. Areas where we operate that have
significant risk include, but are not limited to: the Middle East, North Africa, Angola, Azerbaijan, Indonesia, Kazakhstan,
Mexico, Nigeria, Russia and Venezuela. In addition, any possible reprisals as a consequence of military or other action, such as
acts of terrorism in the United States or elsewhere, could have a material adverse effect on our business, consolidated results of
operations and consolidated financial condition.

Our operations are subject to cyberattacks that could have a material adverse effect on our business, consolidated

results of operations and consolidated financial condition.

We are increasingly dependent on digital technologies and services to conduct our business. We use these technologies

for internal purposes, including data storage, processing and transmissions, as well as in our interactions with our business
associates, such as customers and suppliers. Examples of these digital technologies include analytics, automation, and cloud
services. Our digital technologies and services, and those of our business associates, are subject to the risk of cyberattacks and,
given the nature of such attacks, some incidents can remain undetected for a period of time despite efforts to detect and respond
to them in a timely manner. We routinely monitor our systems for cyber threats and have processes in place to detect and
remediate vulnerabilities. Nevertheless, we have experienced occasional cyberattacks and attempted breaches over the past year,
including attacks resulting from phishing emails and ransomware infections. We detected and remediated all of these incidents.
Even if we successfully defend our own digital technologies and services, we also rely on our business associates, with whom we
may share data and services, to defend their digital technologies and services against attack. No known leakage of material
financial, technical or customer data occurred as a result of cyberattacks against us and none of the incidents mentioned above
had a material adverse effect on our business, operations, reputation, or consolidated results of operations or consolidated
financial condition.

If our systems, or our business associates' systems, for protecting against cybersecurity risks prove not to be sufficient,

we could be adversely affected by, among other things: loss of or damage to intellectual property, proprietary or confidential
information, or customer, supplier, or employee data; interruption of our business operations; and increased costs required to
prevent, respond to, or mitigate cybersecurity attacks. These risks could harm our reputation and our relationships with our
business associates, employees and other third parties, and may result in claims against us. These risks could have a material
adverse effect on our business, consolidated results of operations and consolidated financial condition.

HAL 2019 FORM 10-K | 9

Item 1(a) | Risk Factors

Our operations outside the United States require us to comply with a number of United States and international

regulations, violations of which could have a material adverse effect on our business, consolidated results of operations and
consolidated financial condition.

Our operations outside the United States require us to comply with a number of United States and international
regulations. For example, our operations in countries outside the United States are subject to the United States Foreign Corrupt
Practices Act (FCPA), which prohibits United States companies and their agents and employees from providing anything of
value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help
obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. Our activities create
the risk of unauthorized payments or offers of payments by our employees, agents, or joint venture partners that could be in
violation of anti-corruption laws, even though some of these parties are not subject to our control. We have internal control
policies and procedures and have implemented training and compliance programs for our employees and agents with respect to
the FCPA. However, we cannot assure that our policies, procedures and programs always will protect us from reckless or
criminal acts committed by our employees or agents. We are also subject to the risks that our employees, joint venture partners
and agents outside of the United States may fail to comply with other applicable laws. Allegations of violations of applicable
anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations. Violations
of anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could
have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

In addition, the shipment of goods, services and technology across international borders subjects us to extensive trade

laws and regulations. Our import activities are governed by the unique customs laws and regulations in each of the countries
where we operate. Moreover, many countries, including the United States, control the export and re-export of certain goods,
services and technology and impose related export recordkeeping and reporting obligations. Governments may also impose
economic sanctions against certain countries, persons and entities that may restrict or prohibit transactions involving such
countries, persons and entities, which may limit or prevent our conduct of business in certain jurisdictions. During 2014, the
United States and European Union imposed sectoral sanctions directed at Russia’s oil and gas industry. Among other things,
these sanctions restrict the provision of U.S. and EU goods, services and technology in support of exploration or production for
deep water, Arctic offshore, or shale projects that have the potential to produce oil in Russia. These sanctions resulted in our
winding down and ending work on two projects in Russia in 2014, and have prevented us from pursuing certain other projects in
Russia. In 2017 and 2018, the U.S. Government imposed additional sanctions against Russia, Russia’s oil and gas industry and
certain Russian companies. Our ability to engage in certain future projects in Russia or involving certain Russian customers is
dependent upon whether or not our involvement in such projects is restricted under U.S. or EU sanctions laws and the extent to
which any of our current or prospective operations in Russia or with certain Russian customers may be subject to those laws.
Those laws may change from time to time, and any expansion of sanctions against Russia’s oil and gas industry could further
hinder our ability to do business in Russia or with certain Russian customers, which could have a material adverse effect on our
consolidated results of operations.

In 2017, the U.S. Government announced sanctions directed at certain Venezuelan individuals and imposed additional

economic sanctions around certain categories of trade financing transactions in Venezuela. In the first quarter of 2018, the Office
of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury issued additional guidance on these sanctions which
purports to prohibit the acceptance of payments on receivables issued on or after August 25, 2017 and outstanding longer than 90
days from customers subject to U.S. sanctions related to Venezuela in the absence of an OFAC license. During the first quarter of
2018, we wrote down all of our remaining investment in Venezuela. On January 28, 2019, OFAC issued additional sanctions
targeting the Venezuela energy sector and granted a general license to us to continue our operations in Venezuela, subject to
previously issued OFAC sanctions. This general license was set to expire on July 27, 2019, but has been extended several times
and is now set to expire on April 22, 2020. We are continuing our limited operations in Venezuela pursuant to this general license
and continuing to evaluate our operations in advance of the April 22, 2020 termination of the general license.

The laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic

sanctions are complex and constantly changing. These laws and regulations can cause delays in shipments and unscheduled
operational downtime. Moreover, any failure to comply with applicable legal and regulatory trading obligations could result in
criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of
shipments and loss of import and export privileges. In addition, investigations by governmental authorities and legal, social,
economic and political issues in these countries could have a material adverse effect on our business, consolidated results of
operations and consolidated financial condition.

HAL 2019 FORM 10-K | 10

Item 1(a) | Risk Factors

Changes in, compliance with, or our failure to comply with laws in the countries in which we conduct business may
negatively impact our ability to provide services in, make sales of equipment to and transfer personnel or equipment among
some of those countries and could have a material adverse effect on our business and consolidated results of operations.

In the countries in which we conduct business, we are subject to multiple and, at times, inconsistent regulatory regimes,

including those that govern our use of radioactive materials, explosives and chemicals in the course of our operations. Various
national and international regulatory regimes govern the shipment of these items. Many countries, but not all, impose special
controls upon the export and import of radioactive materials, explosives and chemicals. Our ability to do business is subject to
maintaining required licenses and complying with these multiple regulatory requirements applicable to these special products. In
addition, the various laws governing import and export of both products and technology apply to a wide range of services and
products we offer. In turn, this can affect our employment practices of hiring people of different nationalities because these laws
may prohibit or limit access to some products or technology by employees of various nationalities. Changes in, compliance with,
or our failure to comply with these laws may negatively impact our ability to provide services in, make sales of equipment to and
transfer personnel or equipment among some of the countries in which we operate and could have a material adverse effect on
our business and consolidated results of operations.

The adoption of any future federal, state, or local laws or implementing regulations imposing reporting obligations

on, or limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells
and could have a material adverse effect on our business, consolidated results of operations and consolidated financial
condition.

Various federal and state legislative and regulatory initiatives, as well as actions in other countries, have been or could

be undertaken which could result in additional requirements or restrictions being imposed on hydraulic fracturing operations. For
example, legislation and/or regulations have been adopted in many U.S. states that require additional disclosure regarding
chemicals used in the hydraulic fracturing process but that generally include protections for proprietary information. Legislation,
regulations and/or policies have also been adopted at the state level that impose other types of requirements on hydraulic
fracturing operations (such as limits on operations in the event of certain levels of seismic activity). Additional legislation and/or
regulations have been adopted or are being considered at the state and local level that could impose further chemical disclosure
or other regulatory requirements (such as prohibitions on hydraulic fracturing operations in certain areas) that could affect our
operations. Four states (New York, Maryland, Vermont, and Washington) have banned the use of high volume hydraulic
fracturing, Oregon has adopted a five-year moratorium, and Colorado has enacted legislation providing local governments with
regulatory authority over hydraulic fracturing operations. Local jurisdictions in some states have adopted ordinances that restrict
or in certain cases prohibit the use of hydraulic fracturing, although many of these ordinances have been challenged and some
have been overturned. In addition, governmental authorities in various foreign countries where we have provided or may provide
hydraulic fracturing services have imposed or are considering imposing various restrictions or conditions that may affect
hydraulic fracturing operations.

The adoption of any future federal, state, local, or foreign laws or regulations imposing reporting obligations on, or

limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could
have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

Liabilities arising out of well incidents could have a material adverse effect on our business, consolidated results of

operations and consolidated financial condition.

Events can occur at well sites where we conduct our operations, including blowouts potentially resulting in explosions,

fires, personal injuries, property damage, pollution and potential legal responsibility. For example, a well where we provided
services in Indonesian waters experienced a well control issue in July 2019, which resulted in hydrocarbons being released into
the water surrounding the well site. Generally, we rely on contractual indemnities, releases and limitations on liability with our
customers, and liability insurance coverage, to protect us from potential liability related to such occurrences, and, although no
claim has been asserted against us, we expect we would do so with respect to the event in Indonesia. However, we do not have
these contractual provisions in all contracts, and even where we do, it is possible that the respective customer or insurer could
seek to avoid or be financially unable to meet its obligations or a court may decline to enforce such provisions. Damages that are
not indemnified or released could greatly exceed available insurance coverage and could have a material adverse effect on our
business, consolidated results of operations and consolidated financial condition.

Liability for cleanup costs, natural resource damages and other damages arising as a result of environmental laws

and regulations could be substantial and could have a material adverse effect on our business, consolidated results of
operations and consolidated financial condition.

We are subject to numerous environmental laws and regulations in the United States and the other countries where we

do business. We evaluate and address the environmental impact of our operations by assessing and remediating contaminated
properties in order to avoid future liabilities and comply with legal and regulatory requirements. From time to time, claims have
been made against us under environmental laws and regulations. In the United States, environmental laws and regulations

HAL 2019 FORM 10-K | 11

Item 1(a) | Risk Factors

typically impose strict liability. Strict liability means that in some situations we could be exposed to liability for cleanup costs,
natural resource damages and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of
prior operators or other third parties. We are periodically notified of potential liabilities at federal and state superfund sites. These
potential liabilities may arise from both historical Halliburton operations and the historical operations of companies that we have
acquired. Our exposure at these sites may be materially impacted by unforeseen adverse developments both in the final
remediation costs and with respect to the final allocation among the various parties involved at the sites. The relevant regulatory
agency may bring suit against us for amounts in excess of what we have accrued and what we believe is our proportionate share
of remediation costs at any superfund site. We also could be subject to third-party claims, including punitive damages, with
respect to environmental matters for which we have been named as a potentially responsible party. Liability for damages arising
as a result of environmental laws or related third-party claims could be substantial and could have a material adverse effect on
our business, consolidated results of operations and consolidated financial condition.

Failure on our part to comply with, and the costs of compliance with, applicable health, safety and environmental

requirements could have a material adverse effect on our business, consolidated results of operations and consolidated
financial condition.

In addition to the numerous environmental laws and regulations that apply to our operations, we are subject to a variety
of laws and regulations in the United States and other countries relating to health and safety. Among those laws and regulations
are those covering hazardous materials and requiring emission performance standards for facilities. For example, our well
service operations routinely involve the handling of significant amounts of waste materials, some of which are classified as
hazardous substances. We also store, transport and use radioactive and explosive materials in certain of our operations.
Applicable regulatory requirements include those concerning:

- the containment and disposal of hazardous substances, oilfield waste and other waste materials;
- the importation and use of radioactive materials;
- the use of underground storage tanks;
- the use of underground injection wells; and
- the protection of worker safety both onshore and offshore.

These and other requirements generally are becoming increasingly strict. The failure to comply with the requirements,

many of which may be applied retroactively, may result in:

- administrative, civil and criminal penalties;
- revocation of permits to conduct business; and
- corrective action orders, including orders to investigate and/or clean up contamination.

Failure on our part to comply with applicable health, safety and environmental laws and regulations or costs arising
from regulatory compliance, including compliance with changes in or expansion of applicable regulatory requirements, could
have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

Existing or future laws, regulations, treaties or international agreements related to greenhouse gases, climate
change and alternative energy sources could have a negative impact on our business and may result in additional compliance
obligations that could have a material adverse effect on our business, consolidated results of operations and consolidated
financial condition.

Changes in environmental requirements related to greenhouse gases, climate change and alternative energy sources
may negatively impact demand for our services. For example, oil and natural gas exploration and production may decline as a
result of environmental requirements, including land use policies responsive to environmental concerns. State, national and
international governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt,
climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases. Because our
business depends on the level of activity in the oil and natural gas industry, existing or future laws, regulations, treaties, or
international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use
alternative energy sources, may reduce demand for oil and natural gas and could have a negative impact on our business.
Likewise, such restrictions may result in additional compliance obligations with respect to the release, capture, sequestration and
use of carbon dioxide that could have a material adverse effect on our business, consolidated results of operations and
consolidated financial condition.

HAL 2019 FORM 10-K | 12

Our business could be materially and adversely affected by severe or unseasonable weather where we have

operations.

Our business could be materially and adversely affected by severe weather, particularly in Canada, the Gulf of Mexico,

Russia and the North Sea. Many experts believe global climate change could increase the frequency and severity of extreme
weather conditions. Repercussions of severe or unseasonable weather conditions may include:

Item 1(a) | Risk Factors

- evacuation of personnel and curtailment of services;
- weather-related damage to offshore drilling rigs resulting in suspension of operations;
- weather-related damage to our facilities and project work sites;
- inability to deliver materials to jobsites in accordance with contract schedules;
- decreases in demand for oil and natural gas during unseasonably warm winters; and
- loss of productivity.

Changes in or interpretation of tax law and currency/repatriation control could impact the determination of our

income tax liabilities for a tax year.

We have operations in more than 80 countries. Consequently, we are subject to the jurisdiction of a significant number
of taxing authorities. The income earned in these various jurisdictions is taxed on differing bases, including net income actually
earned, net income deemed earned and revenue-based tax withholding. Our tax filings are routinely examined in the normal
course of business by tax authorities. The final determination of our income tax liabilities involves the interpretation of local tax
laws, tax treaties and related authorities in each jurisdiction, as well as the significant use of estimates and assumptions regarding
the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. The
final determination of tax audits or changes in the operating environment, including changes in or interpretation of tax law and
currency/repatriation controls, could impact the determination of our income tax liabilities for the year and have an adverse
effect on our financial statements.

We are subject to foreign currency exchange risks and limitations on our ability to reinvest earnings from operations

in one country to fund the capital needs of our operations in other countries or to repatriate assets from some countries.

A sizable portion of our consolidated revenue and consolidated operating expenses is in foreign currencies. As a result,

we are subject to significant risks, including:

- foreign currency exchange risks resulting from changes in foreign currency exchange rates and the implementation of

exchange controls; and

- limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our

operations in other countries.

As an example, we conduct business in countries that have restricted or limited trading markets for their local currencies

and restrict or limit cash repatriation. We may accumulate cash in those geographies, but we may be limited in our ability to
convert our profits into United States dollars or to repatriate the profits from those countries.

Our failure to protect our proprietary information and any successful intellectual property challenges or

infringement proceedings against us could materially and adversely affect our competitive position.

We rely on a variety of intellectual property rights that we use in our services and products. We may not be able to
successfully preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented or
challenged. In addition, the laws of some foreign countries in which our services and products may be sold do not protect
intellectual property rights to the same extent as the laws of the United States. Our failure to protect our proprietary information
and any successful intellectual property challenges or infringement proceedings against us could materially and adversely affect
our competitive position.

If we are not able to design, develop and produce commercially competitive products and to implement commercially

competitive services in a timely manner in response to changes in the market, customer requirements, competitive pressures
and technology trends, our business and consolidated results of operations could be materially and adversely affected, and the
value of our intellectual property may be reduced.

The market for our services and products is characterized by continual technological developments to provide better and

more reliable performance and services. If we are not able to design, develop and produce commercially competitive products
and to implement commercially competitive services in a timely manner in response to changes in the market, customer
requirements, competitive pressures and technology trends, our business and consolidated results of operations could be
materially and adversely affected, and the value of our intellectual property may be reduced. Likewise, if our proprietary
technologies, equipment, facilities, or work processes become obsolete, we may no longer be competitive, and our business and
consolidated results of operations could be materially and adversely affected.

HAL 2019 FORM 10-K | 13

Item 1(a) | Risk Factors

If we lose one or more of our significant customers or if our customers delay paying or fail to pay a significant

amount of our outstanding receivables, it could have a material adverse effect on our business, consolidated results of
operations and consolidated financial condition.

We depend on a limited number of significant customers. While no single customer represented more than 10% of

consolidated revenue in any period presented, the loss of one or more significant customers could have a material adverse effect
on our business and our consolidated results of operations.

In most cases, we bill our customers for our services in arrears and are, therefore, subject to our customers delaying or

failing to pay our invoices. In weak economic or commodity price environments, we may experience increased delays and
failures due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit
markets. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have a
material adverse effect on our business, consolidated results of operations and consolidated financial condition.

We sometimes provide integrated project management services in the form of long-term, fixed price contracts that

may require us to assume additional risks associated with cost over-runs, operating cost inflation, labor availability and
productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.

We sometimes provide integrated project management services outside our normal discrete business in the form of long-

term, fixed price contracts. Some of these contracts are required by our customers, primarily national oil companies (NOCs).
These services include acting as project managers as well as service providers and may require us to assume additional risks
associated with cost over-runs. These customers may provide us with inaccurate information in relation to their reserves, which
is a subjective process that involves location and volume estimation, that may result in cost over-runs, delays and project losses.
In addition, NOCs often operate in countries with unsettled political conditions, war, civil unrest, or other types of community
issues. These issues may also result in cost over-runs, delays and project losses.

Providing services on an integrated basis may also require us to assume additional risks associated with operating cost
inflation, labor availability and productivity, supplier pricing and performance, and potential claims for liquidated damages. We
rely on third-party subcontractors and equipment providers to assist us with the completion of these types of contracts. To the
extent that we cannot engage subcontractors or acquire equipment or materials in a timely manner and on reasonable terms, our
ability to complete a project in accordance with stated deadlines or at a profit may be impaired. If the amount we are required to
pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price work, we could experience
losses in the performance of these contracts. These delays and additional costs may be substantial, and we may be required to
compensate our customers for these delays. This may reduce the profit to be realized or result in a loss on a project.

Constraints in the supply of, prices for and availability of transportation of raw materials can have a material

adverse effect on our business and consolidated results of operations.

Raw materials essential to our business, such as proppants (primarily sand), hydrochloric acid, and gels, including guar

gum, are normally readily available. Shortage of raw materials as a result of high levels of demand or loss of suppliers during
market challenges can trigger constraints in the supply chain of those raw materials, particularly where we have a relationship
with a single supplier for a particular resource. Many of the raw materials essential to our business require the use of rail, storage
and trucking services to transport the materials to our jobsites. These services, particularly during times of high demand, may
cause delays in the arrival of or otherwise constrain our supply of raw materials. These constraints could have a material adverse
effect on our business and consolidated results of operations. In addition, price increases imposed by our vendors for raw
materials used in our business and the inability to pass these increases through to our customers could have a material adverse
effect on our business and consolidated results of operations.

Our acquisitions, dispositions and investments may not result in anticipated benefits and may present risks not

originally contemplated, which may have a material adverse effect on our business, consolidated results of operations and
consolidated financial condition.

We continually seek opportunities to maximize efficiency and value through various transactions, including purchases

or sales of assets, businesses, investments, or joint venture interests. These transactions are intended to (but may not) result in the
realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or income, or
the reduction of risk. Acquisition transactions may use cash on hand or be financed by additional borrowings or by the issuance
of our common stock. These transactions may also affect our business, consolidated results of operations and consolidated
financial condition.

HAL 2019 FORM 10-K | 14

Item 1(a) | Risk Factors

These transactions also involve risks, and we cannot ensure that:

- any acquisitions we attempt will be completed on the terms announced, or at all;
- any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated

benefits;

- any acquisitions would be successfully integrated into our operations and internal controls;
- the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal

exposure, including under the FCPA, or that we will appropriately quantify the exposure from known risks;

- any disposition would not result in decreased earnings, revenue, or cash flow;
- use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or
- any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.

Actions of and disputes with our joint venture partners could have a material adverse effect on the business and

results of operations of our joint ventures and, in turn, our business and consolidated results of operations.

We conduct some operations through joint ventures in which unaffiliated third parties may control the operations of the

joint venture or we may share control. As with any joint venture arrangement, differences in views among the joint venture
participants may result in delayed decisions, the joint venture operating in a manner that is contrary to our preference or in
failures to agree on major issues. We also cannot control the actions of our joint venture partners, including any nonperformance,
default, or bankruptcy of our joint venture partners. These factors could have a material adverse effect on the business and results
of operations of our joint ventures and, in turn, our business and consolidated results of operations.

Our ability to operate and our growth potential could be materially and adversely affected if we cannot attract,

employ and retain technical personnel at a competitive cost.

Many of the services that we provide and the products that we sell are complex and highly engineered and often must
perform or be performed in harsh conditions. We believe that our success depends upon our ability to attract, employ and retain
technical personnel with the ability to design, utilize and enhance these services and products. A significant increase in the wages
paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay,
or both. If either of these events were to occur, our cost structure could increase, our margins could decrease and any growth
potential could be impaired.

The loss or unavailability of any of our executive officers or other key employees could have a material adverse

effect on our business.

We depend greatly on the efforts of our executive officers and other key employees to manage our operations. The loss

or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.

HAL 2019 FORM 10-K | 15

Item 1(b) | Unresolved Staff Comments

Item 1(b). Unresolved Staff Comments.

None.

Item 2. Properties.

We own or lease numerous properties in domestic and foreign locations. Our principal properties include

manufacturing facilities, research and development laboratories, technology centers and corporate offices. We also have
numerous small facilities that include sales, project and support offices and bulk storage facilities throughout the world. All of
our owned properties are unencumbered. We believe all properties that we currently occupy are suitable for their intended use.

The following locations represent our major facilities by segment:

– Completion and Production: Arbroath, United Kingdom; Johor Bahru, Malaysia; and Lafayette, Louisiana

– Drilling and Evaluation: Alvarado, Texas and The Woodlands, Texas

– Shared/corporate facilities: Bangalore, India; Carrollton, Texas; Denver, Colorado; Dhahran, Saudi Arabia; Dubai,
United Arab Emirates; Duncan, Oklahoma; Houston, Texas (corporate executive offices); Kuala Lumpur, Malaysia;
London, England; Moscow, Russia; Panama City, Panama; Pune, India; Rio de Janeiro, Brazil; Singapore; and
Tananger, Norway

Item 3. Legal Proceedings.

Information related to Item 3. Legal Proceedings is included in Note 10 to the consolidated financial statements.

Item 4. Mine Safety Disclosures.

Our barite and bentonite mining operations, in support of our fluid services business, are subject to regulation by the

federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning
mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this annual report.

HAL 2019 FORM 10-K | 16

PART II

Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.

Halliburton Company’s common stock is traded on the New York Stock Exchange under the symbol "HAL."
Information related to quarterly dividend payments is included under the caption “Quarterly Financial Data” in the consolidated
financial statements. The declaration and payment of future dividends will be at the discretion of the Board of Directors and
will depend on, among other things, future earnings, general financial condition and liquidity, success in business activities,
capital requirements and general business conditions. Subject to Board of Directors approval, our intention is to continue
paying dividends at our current rate during 2020.

The following graph and table compare total shareholder return on our common stock for the five-year period ended

December 31, 2019, with the Philadelphia Oil Service Index (OSX) and the Standard & Poor’s 500 ® Index over the same
period. This comparison assumes the investment of $100 on December 31, 2014 and the reinvestment of all dividends. The
shareholder return set forth is not necessarily indicative of future performance. The following graph and related information
shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that
Halliburton specifically incorporates it by reference into such filing.

Halliburton
Philadelphia Oil Service Index (OSX)
Standard & Poor’s 500 ® Index

December 31

2014
100.00 $
100.00
100.00

2015

88.13 $
76.62
101.38

2016
142.39 $
91.16
113.51

2017
130.67 $
75.48
138.29

2018

2019

72.43 $
41.35
132.23

68.30
41.12
173.86

HAL 2019 FORM 10-K | 17

Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

At February 7, 2020, we had 11,316 shareholders of record. In calculating the number of shareholders, we consider

clearing agencies and security position listings as one shareholder for each agency or listing.

The following table is a summary of repurchases of our common stock during the three-month period ended

December 31, 2019.

Period

October 1 - 31

November 1 - 30

December 1 - 31

Total

Total Number
of Shares
Purchased (a)

Average
Price Paid
per Share

17,044

15,881

149,303

182,228

$19.89

$20.23

$21.96

$21.62

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)

$5,200,008,050

(a) All of the 182,228 shares purchased during the three-month period ended December 31, 2019 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 plan to repurchase a specified dollar amount of our common stock from time
to time. Approximately $5.2 billion remained authorized for repurchases as of December 31, 2019. From the inception
of this program in February 2006 through December 31, 2019, we repurchased approximately 217 million shares of
our common stock for a total cost of approximately $8.9 billion.

Item 6. Selected Financial Data.

The Selected Financial Data should be read in conjunction with "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Item 8. Financial Statements and Supplementary Data," both contained
herein.

HALLIBURTON COMPANY
Selected Financial Data
(Unaudited)

Millions of dollars except per share data

Revenue
Operating income (loss)
Income (loss) from continuing operations

Basic and diluted income (loss) per share from continuing
operations

Cash dividends per share

Net working capital

Total assets

Long-term debt

Total debt

Total shareholders’ equity

Cash flows from operating activities

Capital expenditures

Year ended December 31

2019

2018

2017

2016

2015

22,408 $
(448)
(1,129)

23,995 $
2,467
1,657

20,620 $
1,374
(449)

15,887 $
(6,770)
(5,767)

23,633
(165)
(662)

(1.29)
0.72

6,334

25,377

10,316

10,327

8,025

2,445

1,530

1.89

0.72

6,349

25,982

10,312

10,344

9,544

3,157

2,026

(0.51)
0.72

5,915

25,085

10,430

10,942

8,349

2,468

1,373

(6.69)
0.72

7,654

27,000

12,214

12,384

9,448
(1,703)
798

(0.78)
0.72

14,733

36,942

14,687

15,429

15,495

2,906

2,184

HAL 2019 FORM 10-K | 18

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in

conjunction with the consolidated and combined financial statements included in "Item 8. Financial Statements and
Supplementary Data" contained herein.

Item 7 | Executive Overview

EXECUTIVE OVERVIEW

Financial results
We experienced challenging market dynamics in 2019 as our customers in the North America market fundamentally

shifted from growth to capital discipline, impacting our business through reduced customer activity and pricing pressure, while
the international markets continued their recovery. We executed our value proposition, delivered exceptional safety and service
quality, and remained focused on generating strong returns and cash flow. The following graph illustrates our revenue and
operating margins for each operating segment over the past three years.

During 2019, we generated total company revenue of $22.4 billion, a 7% decrease from the $24.0 billion of revenue

generated in 2018, with our Completion and Production (C&P) segment declining by 12% and our Drilling and Evaluation
(D&E) segment improving by 4%. We reported a total company operating loss of approximately $448 million in 2019 driven by
$2.5 billion of impairments and other charges. This compares to operating income of $2.5 billion in 2018. A significant decline
in stimulation activity and pricing in North America land during 2019 negatively impacted operating results, coupled with
reduced drilling activity in the Middle East.

Our North America revenue declined 18% in 2019, as compared to 2018, driven by reduced customer activity and

pricing, and our decision to focus on customers that provide better returns. The North America land rig count decreased 26%
from its high point in early 2019 to its low point in December 2019, with a 9% drop from the third to the fourth quarter.
Customer activity declined across all basins in North America land during the fourth quarter of 2019, affecting both our drilling
and completions businesses. This reduction in activity resulted in part from our North American customers’ increase in capital
discipline. With this backdrop, we moved quickly to implement a service delivery improvement strategy and initiate cost
reductions, which included proactively managing our fleet count to anticipated levels of near-term demand, executing personnel
reductions, and rationalizing our real estate portfolio. We performed this exercise with a focus on adjusting our cost structure to
improve financial performance. We did, however, experience growth in many of our non-hydraulic fracturing businesses and
will continue to focus on these businesses going forward.

With strong growth opportunities internationally, we continued to benefit from the recovery in this market as revenue

increased 10% in 2019, as compared to 2018, outgrowing the international rig count for the second year in a row. All
international regions significantly contributed to this revenue increase, led by Asia Pacific, Latin America and Europe, with
meaningful contributions from both of our divisions. Our Completion and Production division led with a 13% increase in
revenue due to higher activity in mature fields in Europe and unconventionals in Argentina, the United Arab Emirates, and
Australia, while our Drilling and Evaluation division grew international revenues by 8% with increased activity levels in all
markets, particularly Norway, Mexico, China and Nigeria.

HAL 2019 FORM 10-K | 19

Item 7 | Executive Overview

Business outlook
2019 closed the decade of the shale revolution that transformed the United States into the world's top hydrocarbon

producer. Our company was an early participant in this development and invested and innovated alongside our customers since
the beginning. As unconventionals enter the maturation phase and as capital spending by our customers has decreased, we
remain committed to the North American market and taking appropriate actions to thrive in the new environment. The cost
containment measures we took in the fourth quarter of 2019 should benefit our business as we adapt to this dynamic market
environment.

In North America, the shale industry is facing its biggest challenge since the 2015 downturn with a strong focus on

capital discipline. In the fourth quarter of 2019, the market experienced a long-awaited attrition of equipment. More equipment
is expected to exit the market in 2020 driven by lower demand and increasing service intensity. After systematically
rationalizing and reducing equipment supply in 2019 to adjust to changing activity levels, in 2020 we plan to provide the
capacity that maximizes the returns on our overall fleet. We also expect customer spending behavior to remain similar to 2019
in which some operators spend a higher portion of their budgets earlier in the year. With North America customer spending
expected to decline again in 2020, we will continue our strategy to maximize returns with an appropriate level of service
capacity while continuing to invest in technologies that improve margins. We plan to continue strategic growth opportunities
with our non-hydraulic fracturing businesses. Our Wireline and Perforating, Artificial Lift, and Specialty Chemical product
lines all produced strong double-digit revenue growth in 2019, despite the overall market softness in U.S. land, and we intend to
build on this momentum and spread it to other services.

Internationally, we expect a third consecutive year of customer spending growth. We believe we have the right
footprint and an enhanced technology portfolio to compete successfully across the international markets. Our pipeline of
projects is strong and we expect continued growth in our Drilling and Evaluation division as our iCruise rotary steerable drilling
platform roll-out continues, new offshore drilling activity begins around the world, and we operate a full year of our Norway
integrated contracts. Pricing in certain international regions is improving, and we expect this momentum to continue in 2020.
We are gaining pricing traction on new work and contract renewals, and we are making strategic choices about the work we
pursue to deliver returns-driven growth in the international markets. We intend to be prudent with capital allocation with a
strategic reallocation of assets to opportunities with better returns, driving the right pricing discussions with customers. We
believe that with increased activity, disciplined capital allocation, pricing improvements, and our ability to compete for a larger
share of high-margin services, we will achieve international margin expansion.

In 2020, we will continue to focus on delivering margin expansion and strong returns and cash flow while continuing
to build the foundation for a longer-term recovery. We intend to dynamically respond to the changing market, invest effectively
and remain flexible in our cost structure. We believe in responsible capital stewardship, prioritizing capital efficiency, and
investing in the technologies that deliver differentiation and returns. We will continue to collaborate and engineer solutions to
maximize asset value for our customers and align our business with customers in the fastest growing market segments with
attention to the sustainability of our business, minimizing environmental impacts and acting as a responsible corporate citizen.

We intend to continue to strengthen our product service lines through a combination of organic growth, investment and

selective acquisitions. We plan to continue executing the following strategies in 2020:
- prudently allocating capital into strategic markets around the world;
- collaborating with, and engineering solutions to maximize asset value for, our customers;
- leveraging our broad technology offerings to provide value to our customers and enable them to more efficiently

drill and complete their wells;

- investing in technology that will help our customers reduce reservoir uncertainty, increase operational efficiency and

improve well productivity - as well as help us reduce our costs and deliver acceptable returns;
- improving working capital and managing our balance sheet to maximize our financial flexibility;
- seeking additional ways to be one of the most cost-efficient service providers in the industry by optimizing costs,

maintaining capital discipline and leveraging our scale and breadth of operations; and

- striving to achieve superior returns and cash flow generation for our shareholders.

Our operating performance and business outlook are described in more detail in “Business Environment and Results of

Operations.”

HAL 2019 FORM 10-K | 20

Item 7 | Executive Overview

Capital expenditures
During 2019, our capital expenditures were approximately $1.5 billion, a decrease of 24% from 2018, which were

predominantly made in our Sperry Drilling, Production Enhancement, Artificial Lift, Wireline and Perforating, and Production
Solutions product service lines. We intend to reduce our capital expenditures by 20% in 2020 to approximately $1.2 billion. We
believe this level of spend, approximately 60% of which we plan to allocate to our Completion and Production division, will
allow continued investments in our anticipated international growth while continuing to adjust our business to the current
conditions in North America. Within this reduced budget, we will continue investing in and growing certain of our businesses,
expanding our Artificial Lift footprint, continuing our global roll-out of our iCruise rotary steerable drilling platform, and
focusing on digital efforts and new technologies aimed at improving our efficiency and reducing our operating costs. However,
the allocation of capital expenditures across business lines may change depending on market conditions. We believe our capital
allocation decisions are consistent with our focus on generating strong cash flow for our investors, regardless of the market
environment.

Financial markets, liquidity and capital resources
We believe we have invested our cash balances conservatively and secured sufficient financing to help mitigate any

near-term negative impact on our operations from adverse market conditions. As of December 31, 2019, we had $2.3 billion of
cash and equivalents and $3.5 billion of available committed bank credit under our revolving credit facility which expires in
2024. We believe this provides us with sufficient liquidity to address the challenges and opportunities of the current market. For
additional information on market conditions, see “Liquidity and Capital Resources” and “Business Environment and Results of
Operations.”

HAL 2019 FORM 10-K | 21

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2019, we had $2.3 billion of cash and equivalents, compared to $2.0 billion of cash and

equivalents at December 31, 2018.

Item 7 | Liquidity and Capital Resources

Significant sources and uses of cash in 2019
Sources of cash:

– Cash flows from operating activities were $2.4 billion. Included within cash flows from operating activities was a

negative impact from the primary components of our working capital (receivables, inventories and accounts
payable) of a net $161 million, primarily associated with reduced payables and a build-up of inventory related to our
strategic technology deployments, coupled with approximately $144 million of severance payments.

Uses of cash:

– Capital expenditures were $1.5 billion and were predominantly made in our Sperry Drilling, Production
Enhancement, Artificial Lift, Wireline and Perforating and Production Solutions product service lines.

– We paid $630 million of dividends to our shareholders.

– We repurchased approximately 4.5 million shares of our common stock under our share repurchase program at a

total cost of approximately $100 million.

Future sources and uses of cash
We manufacture most of our own equipment, which provides some flexibility to increase or decrease our capital

expenditures based on market conditions. Capital spending for 2020 is currently expected to be approximately $1.2 billion, a
reduction of approximately 20% from 2019. For additional information on capital expenditures, see “Executive Overview.”

We are actively evaluating our debt maturity profile and other opportunities around uses of cash, which could include

paying off portions of near-term debt, funding acquisitions and organic growth projects or shareholder return opportunities.

Currently, our quarterly dividend rate is $0.18 per common share, or approximately $158 million. Subject to Board of

Directors approval, our intention is to continue paying dividends at our current rate during 2020. Our Board of Directors has
authorized a program to repurchase our common stock from time to time. Approximately $5.2 billion remained authorized for
repurchases as of December 31, 2019 and may be used for open market and other share purchases.

Contractual obligations
The following table summarizes our significant contractual obligations and other long-term liabilities as of

December 31, 2019:

Millions of dollars

Long-term debt (a)

Interest on debt (b)

Operating leases

Finance leases

Purchase obligations (c)

Other long-term liabilities (d)

Total

Payments Due

2020

2021

2022

2023

2024

Thereafter

Total

11 $

697 $

4 $ 1,100 $ — $

8,604 $

10,416

520

235

618

511

186

139

—

486

149

—

486

107

—

448

—

7,431

442

—

9,882

1,190

376

828

$ 1,469 $ 1,595 $

752 $ 1,773 $

567 $

16,560 $

22,716

(a) Represents principal amounts of long-term debt, including current maturities of debt, which excludes any unamortized debt issuance

costs and discounts.

(b) Interest on debt includes 77 years of interest on $300 million of debentures at 7.6% interest that become due in 2096.
(c) Amount in 2020 primarily represents certain purchase orders for goods and services utilized in the ordinary course of our business.
(d) Represents pension funding obligations associated with international plans for 2020 only and are based on assumptions that are

subject to change as we are currently not able to reasonably estimate our contributions for years after 2020.

Due to the uncertainty with respect to the timing of potential future cash outflows associated with our uncertain tax

positions, we are not able to reasonably estimate the period of cash settlement with the respective taxing authorities. Therefore,
gross unrecognized tax benefits have been excluded from the contractual obligations table above. We had $425 million of gross

HAL 2019 FORM 10-K | 22

Item 7 | Liquidity and Capital Resources

unrecognized tax benefits, excluding penalties and interest, at December 31, 2019, of which we estimate $235 million may
require a cash payment by us. We estimate that $205 million of the cash payment will not be settled within the next 12 months.

Other factors affecting liquidity
Financial position in current market. As of December 31, 2019, we had $2.3 billion of cash and equivalents and $3.5
billion of available committed bank credit under our revolving credit facility which expires in 2024. Furthermore, we have no
financial covenants or material adverse change provisions in our bank agreements, and our debt maturities extend over a long
period of time. We believe our cash on hand, cash flows generated from operations and our available credit facility will provide
sufficient liquidity to address the challenges and opportunities of the current market and our global cash needs in 2020,
including capital expenditures, working capital investments, dividends, if any, and contingent liabilities.

Guarantee agreements. In the normal course of business, we have agreements with financial institutions under which

approximately $2.1 billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, 2019.
Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization.

Credit ratings. Our credit ratings with Standard & Poor’s (S&P) remain A- for our long-term debt and A-2 for our
short-term debt, with a negative outlook. Our credit ratings with Moody’s Investors Service (Moody's) remain Baa1 for our
long-term debt and P-2 for our short-term debt, with a stable outlook.

Customer receivables. In line with industry practice, we bill our customers for our services in arrears and are,
therefore, subject to our customers delaying or failing to pay our invoices. In weak economic environments, we may experience
increased delays and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from
operations and their access to the credit markets, as well as unsettled political conditions. If our customers delay paying or fail
to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity,
consolidated results of operations and consolidated financial condition. See Note 5 to the consolidated financial statements for
further discussion.

HAL 2019 FORM 10-K | 23

Item 7 | Business Environment and Results of Operations

BUSINESS ENVIRONMENT AND RESULTS OF OPERATIONS

We operate in more than 80 countries throughout the world to provide a comprehensive range of services and products

to the energy industry. Our revenue is generated from the sale of services and products to major, national, and independent oil
and natural gas companies worldwide. The industry we serve is highly competitive with many substantial competitors in each
segment of our business. In 2019, 2018 and 2017, based on the location of services provided and products sold, 51%, 58% and
53%, respectively, of our consolidated revenue was from the United States. No other country accounted for more than 10% of
our revenue.

Operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil
unrest, force majeure, war or other armed conflict, health or similar issues, sanctions, expropriation or other governmental
actions, inflation, changes in foreign currency exchange rates, foreign currency exchange restrictions and highly inflationary
currencies, as well as other geopolitical factors. We believe the geographic diversification of our business activities reduces the
risk that an interruption of operations in any one country, other than the United States, would be materially adverse to our
consolidated results of operations.

Activity within our business segments is significantly impacted by spending on upstream exploration, development

and production programs by our customers. Also impacting our activity is the status of the global economy, which impacts oil
and natural gas consumption.

Some of the more significant determinants of current and future spending levels of our customers are oil and natural
gas prices and our customers' expectations about future prices, global oil supply and demand, completions intensity, the world
economy, the availability of credit, government regulation and global stability, which together drive worldwide drilling and
completions activity. Additionally, many of our customers in North America have shifted their strategy from production growth
to operating within cash flow and generating returns. Lower oil and natural gas prices usually translate into lower exploration
and production budgets and lower rig count, while the opposite is usually true for higher oil and natural gas prices. Our
financial performance is therefore significantly affected by oil and natural gas prices and worldwide rig activity, which are
summarized in the tables below.

The following table shows the average oil and natural gas prices for West Texas Intermediate (WTI), United Kingdom

Brent crude oil and Henry Hub natural gas:

Oil price - WTI (1)

Oil price - Brent (1)

Natural gas price - Henry Hub (2)

2019

2018

2017

56.98 $

64.94 $

64.36

2.54

71.08

3.17

50.93

54.30

3.04

(1) Oil price measured in dollars per barrel
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu

The historical average rig counts based on the weekly Baker Hughes rig count data were as follows:

U.S. Land
U.S. Offshore
Canada

North America
International
Worldwide total

2019

2018

2017

920
23
134
1,077
1,098
2,175

1,013
19
191
1,223
988
2,211

856
20
206
1,082
949
2,031

HAL 2019 FORM 10-K | 24

Item 7 | Business Environment and Results of Operations

Crude oil prices have been extremely volatile over the past five years. WTI oil spot prices declined significantly

beginning in 2014 from a peak price of $108 per barrel in June 2014 to a low of $26 per barrel in February 2016, a level which
had not been experienced since 2003. Since the low point experienced in early 2016, oil prices increased substantially, with
WTI oil spot prices reaching a high of $77 per barrel in June 2018. In late 2018, oil prices again declined with WTI oil spot
prices reaching a low of $44 per barrel in December, but rising to a high of $66 per barrel in April 2019. The average full year
2019 WTI crude oil spot price of $57 decreased 12% from the average 2018 price.

In the United States Energy Information Administration (EIA) January 2020 "Short Term Energy Outlook," the EIA

projected Brent prices to average $65 per barrel in 2020 and $68 per barrel in 2021, while WTI prices were projected to average
approximately $5.50 less per barrel through 2020 and 2021. The International Energy Agency's (IEA) January 2020 "Oil
Market Report" forecasts 2020 global demand to average approximately 101.5 million barrels per day, an increase of 1% from
2019, driven by increases in the Asia Pacific region, while all other regions remain approximately the same.

The Henry Hub natural gas spot price in the United States averaged $2.54 per MMBtu in 2019, a decrease of $0.63 per

MMBtu, or 20%, from 2018. The EIA January 2020 “Short Term Energy Outlook” projects Henry Hub natural gas prices to
average $2.33 per MMBtu in 2020 and some upward price pressures to emerge in 2021 causing the average price to increase to
$2.54 per MMBtu.

North America operations
The average North America rig count decreased 146 rigs, or 12%, for the full year 2019 as compared to 2018. The

market for both drilling and completion services softened during the second half of 2019 with a continued reduction in activity
as customers were focused on staying within their capital spending budgets. Some of the other factors leading to activity
reductions included an oversupplied gas market and concerns about oil demand softness. In 2020, based on current information,
we expect customers in U.S. land to reduce capital spending by approximately 10% from 2019 levels.

International operations
The average international rig count for 2019 increased 110 rigs, or 11% compared to 2018. We continue to see a broad-

based recovery across numerous international geographies, and we expect more revenue and margin growth opportunities
coming from mature fields and shallow water markets in 2020. Barring a global economic slowdown, broader offshore recovery
should add momentum to the international growth. In 2020, we expect the international spend by our customers to slightly
increase, making it the third consecutive year of spending growth.

Venezuela. The general license issued by the Office of Foreign Assets Control (OFAC) of the U.S. Department of

Treasury, which allows us to continue operating in Venezuela despite OFAC sanctions imposed against the Venezuelan energy
industry, was set to expire on July 27, 2019, but has been extended several times and is now set to expire on April 22, 2020.
Consequently, unless OFAC further extends the term of the general license, we will cease operations in Venezuela on that date
in order to comply with the sanctions. In that event, it is unlikely that we will be able to remove our assets that remain in
Venezuela and those assets may be expropriated. Since we have previously written down all of our investment in Venezuela and
have maintained limited operations in this country during the general license period, we do not expect the expiration of the
license to have a material adverse effect on our business, consolidated results of operations and consolidated financial
condition.

HAL 2019 FORM 10-K | 25

RESULTS OF OPERATIONS IN 2019 COMPARED TO 2018

Item 7 | Results of Operations in 2019 Compared to 2018

Revenue:
Millions of dollars

Completion and Production

Drilling and Evaluation

Total revenue

By geographic region:

North America

Latin America

Europe/Africa/CIS

Middle East/Asia

Total

Operating income (loss):
Millions of dollars

Completion and Production

Drilling and Evaluation

Total

Corporate and other

Impairments and other charges

Total operating income (loss)

n/m = not meaningful

Favorable

Percentage

2019

2018

14,031 $

8,377

22,408 $

(Unfavorable)
(1,942)
355
(1,587)

15,973 $

8,022

23,995 $

11,884 $

14,431 $

2,364

3,285

4,875

2,065

2,945

4,554

22,408 $

23,995 $

(2,547)
299

340

321
(1,587)

Change

(12)%

(7)%

(18)%

(7)%

2019

2018

1,671 $

642

2,313

(255)

(2,506)

(448) $

Favorable

Percentage

(Unfavorable)
(607)
(103)
(710)
36
(2,241)
(2,915)

2,278 $

745

3,023
(291)
(265)
2,467 $

Change

(27)%

(14)

(23)

n/m

Consolidated revenue in 2019 was $22.4 billion, a decrease of $1.6 billion, or 7%, compared to 2018, primarily due to
lower activity and pricing in North America land, primarily associated with stimulation services and well construction. Revenue
from North America was 53% of consolidated revenue in 2019 and 60% of consolidated revenue in 2018.

We reported a consolidated operating loss of $448 million in 2019 driven by $2.5 billion of impairments and other
charges. This compares to operating income of $2.5 billion in 2018, which includes $265 million of impairments and other
charges related to Venezuela. A significant decline in stimulation activity and pricing in North America land during 2019
negatively impacted operating results, coupled with reduced drilling activity in the Middle East. See Note 2 to the consolidated
financial statements for further discussion on impairments and other charges.

OPERATING SEGMENTS

Completion and Production
Completion and Production revenue was $14.0 billion in 2019, a decrease of $1.9 billion, or 12%, compared to 2018.
Operating income was $1.7 billion in 2019, a 27% decrease from $2.3 billion in 2018. These results were primarily driven by
reduced activity and pricing for stimulation services and lower completion tool sales in North America land. Partially offsetting
these results were increased artificial lift activity in North America land, higher completion tool sales in the Gulf of Mexico,
increased pressure pumping activity and higher completion tool sales in the Eastern Hemisphere, and higher pressure pumping
activity in Latin America.

Drilling and Evaluation
Drilling and Evaluation revenue was $8.4 billion in 2019, an increase of $355 million, or 4%, from 2018. These results

were primarily driven by a global increase in wireline activity, increased activity in multiple product service lines in the North
Sea and Mexico, coupled with improved drilling activity in Asia Pacific and higher testing activity in the Eastern Hemisphere.
These improvements were partially offset by decreased activity for drilling-related services in North America land and lower
project management activity in the Middle East.

HAL 2019 FORM 10-K | 26

Item 7 | Results of Operations in 2019 Compared to 2018

Operating income was $642 million in 2019, a decrease of $103 million, or 14%, compared to 2018. These results
were primarily driven by a decline in drilling activity in North America land, coupled with lower project management and
drilling activity in the Middle East. Partially offsetting these results were global improvements in wireline activity and
increased drilling-related services in Europe/Africa/CIS.

GEOGRAPHIC REGIONS

North America
North America revenue was $11.9 billion in 2019, an 18% decrease compared to 2018, resulting from lower activity

and pricing in North America land, primarily associated with stimulation and drilling-related activity. This decline was partially
offset by increased artificial lift activity in North America land and improved completion tool sales in the Gulf of Mexico.

Latin America
Latin America revenue was $2.4 billion in 2019, a 14% increase compared to 2018, resulting primarily from increased

activity in multiple product service lines in Mexico and Argentina, partially offset by decreased well construction activity in
Brazil.

Europe/Africa/CIS
Europe/Africa/CIS revenue was $3.3 billion in 2019, a 12% increase compared to 2018. The increases were due to

higher activity for multiple product service lines throughout the region, primarily in the North Sea, Israel and Russia, partially
offset by decreased pipeline services across the region.

Middle East/Asia
Middle East/Asia revenue was $4.9 billion in 2019, a 7% increase compared to 2018. The increases were due to higher
activity throughout the region, primarily related to pressure pumping, completion tool sales and wireline activity, partially offset
by decreased drilling activity and project management activity in the Middle East.

OTHER OPERATING ITEMS

Impairments and other charges were $2.5 billion in 2019, consisting of asset impairments, primarily associated with

pressure pumping and drilling equipment, as well as severance and other costs incurred as we adjusted our cost structure during
the year. This compares to $265 million of impairments and other charges recorded in 2018, representing a write-down of all of
our remaining investment in Venezuela. See Note 2 to the consolidated financial statements for further discussion on these
charges.

NONOPERATING ITEMS

Effective tax rate. During 2019, we recorded a total income tax provision of $7 million on a pre-tax loss of $1.1

billion, resulting in an effective tax rate of -0.6%. During 2018, we recorded a total income tax provision $157 million on pre-
tax income of $1.8 billion, resulting in an effective tax rate of 8.7%. See Note 11 to the consolidated financial statements for
significant drivers of these effective tax rates.

HAL 2019 FORM 10-K | 27

RESULTS OF OPERATIONS IN 2018 COMPARED TO 2017

Information related to the comparison of our operating results between the years 2018 and 2017 is included in "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2018 Form 10-K filed with
the SEC and is incorporated by reference into this annual report on Form 10-K.

Item 7 | Results of Operations in 2018 Compared to 2017

HAL 2019 FORM 10-K | 28

Item 7 | Critical Accounting Estimates

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires the use of judgments and estimates. Our critical accounting policies
are described below to provide a better understanding of how we develop our assumptions and judgments about future events
and related estimates and how they can impact our financial statements. A critical accounting estimate is one that requires our
most difficult, subjective or complex judgments and assessments and is fundamental to our results of operations. We identified
our most critical accounting estimates to be:

- forecasting our effective income tax rate, including our future ability to utilize foreign tax credits and the

realizability of deferred tax assets (including net operating loss carryforwards), and providing for uncertain tax
positions;

- legal and investigation matters;
- valuations of long-lived assets, including intangible assets and goodwill;
- purchase price allocation for acquired businesses; and
- allowance for bad debts.

We base our estimates on historical experience and on various other assumptions we believe to be reasonable
according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. We believe the following are the critical
accounting policies used in the preparation of our consolidated financial statements, as well as the significant estimates and
judgments affecting the application of these policies. This discussion and analysis should be read in conjunction with our
consolidated financial statements and related notes included in this report.

Income tax accounting
We recognize the amount of taxes payable or refundable for the current year and use an asset and liability approach in
recognizing the amount of deferred tax liabilities and assets for the future tax consequences of events that have been recognized
in our financial statements or tax returns. We apply the following basic principles in accounting for our income taxes:

- a current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the

current year;

- a deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences

and carryforwards;

- the measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law, and

the effects of potential future changes in tax laws or rates are not considered; and

- the value of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available

evidence, are not expected to be realized.

We determine deferred taxes separately for each tax-paying component (an entity or a group of entities that is

consolidated for tax purposes) in each tax jurisdiction. That determination includes the following procedures:

- identifying the types and amounts of existing temporary differences;
- measuring the total deferred tax liability for taxable temporary differences using the applicable tax rate;
- measuring the total deferred tax asset for deductible temporary differences and operating loss carryforwards using

the applicable tax rate;

- measuring the deferred tax assets for each type of tax credit carryforward; and
- reducing the deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not

that some portion or all of the deferred tax assets will not be realized.

Our methodology for recording income taxes requires a significant amount of judgment in the use of assumptions and

estimates. Additionally, we use forecasts of certain tax elements, such as taxable income and foreign tax credit utilization, as
well as evaluate the feasibility of implementing tax planning strategies. Given the inherent uncertainty involved with the use of
such variables, there can be significant variation between anticipated and actual results. Unforeseen events may significantly
impact these variables, and changes to these variables could have a material impact on our income tax accounts related to both
continuing and discontinued operations.

HAL 2019 FORM 10-K | 29

Item 7 | Critical Accounting Estimates

We have operations in more than 80 countries. Consequently, we are subject to the jurisdiction of a significant number
of taxing authorities. The income earned in these various jurisdictions is taxed on differing bases, including net income actually
earned, net income deemed earned and revenue-based tax withholding. Our tax filings are routinely examined in the normal
course of business by tax authorities. The final determination of our income tax liabilities involves the interpretation of local tax
laws, tax treaties and related authorities in each jurisdiction, as well as the significant use of estimates and assumptions
regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures
incurred. The final determination of tax audits or changes in the operating environment, including changes in tax law and
currency/repatriation controls, could impact the determination of our income tax liabilities for a tax year and have an adverse
effect on our financial statements.

Tax filings of our subsidiaries, unconsolidated affiliates and related entities are routinely examined in the normal
course of business by tax authorities. These examinations may result in assessments of additional taxes, which we work to
resolve with the tax authorities and through the judicial process. Predicting the outcome of disputed assessments involves some
uncertainty. Factors such as the availability of settlement procedures, willingness of tax authorities to negotiate and the
operation and impartiality of judicial systems vary across the different tax jurisdictions and may significantly influence the
ultimate outcome. We review the facts for each assessment, and then utilize assumptions and estimates to determine the most
likely outcome and provide taxes, interest and penalties as needed based on this outcome. We provide for uncertain tax
positions pursuant to current accounting standards, which prescribe a minimum recognition threshold and measurement
methodology that a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the
financial statements. The standards also provide guidance for derecognition classification, interest and penalties, accounting in
interim periods, disclosure and transition.

Legal and investigation matters
As discussed in Note 10 of our consolidated financial statements, we are subject to various legal and investigation

matters arising in the ordinary course of business. As of December 31, 2019, we have accrued an estimate of the probable and
estimable costs for the resolution of some of our legal and investigation matters, which is not material to our consolidated
financial statements. For other matters for which the liability is not probable and reasonably estimable, we have not accrued any
amounts. Attorneys in our legal department monitor and manage all claims filed against us and review all pending
investigations. Generally, the estimate of probable costs related to these matters is developed in consultation with internal and
outside legal counsel representing us. Our estimates are based upon an analysis of potential results, assuming a combination of
litigation and settlement strategies. The accuracy of these estimates is impacted by, among other things, the complexity of the
issues and the amount of due diligence we have been able to perform. We attempt to resolve these matters through settlements,
mediation and arbitration proceedings when possible. If the actual settlement costs, final judgments or fines, after appeals,
differ from our estimates, there may be a material adverse effect on our future financial results. We have in the past recorded
significant adjustments to our initial estimates of these types of contingencies.

Value of long-lived assets, including intangible assets and goodwill
We carry a variety of long-lived assets on our balance sheet including property, plant and equipment, goodwill and

other intangibles. Impairment is the condition that exists when the carrying amount of a long-lived asset exceeds its fair value,
and any impairment charge that we record reduces our operating income. Goodwill is the excess of the cost of an acquired
entity over the net of the amounts assigned to assets acquired and liabilities assumed. We conduct impairment tests on goodwill
annually, during the third quarter, or more frequently whenever events or changes in circumstances indicate an impairment may
exist. We conduct impairment tests on long-lived assets, other than goodwill, whenever events or changes in circumstances
indicate that the carrying value may not be recoverable.

When conducting an impairment test on long-lived assets, other than goodwill, we first group individual assets based

on a the lowest level for which identifiable cash flows are largely independent of the cash flows from other assets, which
requires some judgment. We then compare estimated future undiscounted cash flows expected to result from the use and
eventual disposition of the asset group to its carrying amount. If the undiscounted cash flows are less than the asset group’s
carrying amount, we then determine the asset group's fair value by using a discounted cash flow analysis. This analysis is based
on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates
and expected profitability margins, estimates of the remaining useful life and service potential of the assets within the asset
group, and a discount rate based on our weighted average cost of capital. An impairment loss is measured and recorded as the
amount by which the asset group's carrying amount exceeds its fair value. See Note 2 to the consolidated financial statements
for impairments and other charges recorded during the year ended December 31, 2019.

HAL 2019 FORM 10-K | 30

Item 7 | Critical Accounting Estimates

We perform our goodwill impairment assessment for each reporting unit, which is the same as our reportable
segments, the Completion and Production division and the Drilling and Evaluation division, comparing the estimated fair value
of each reporting unit to the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting
unit using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance.
This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins,
forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair
value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying
amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded.

The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity

pricing, supply and demand for our services and future market conditions, which are difficult to predict in volatile economic
environments and could result in impairment charges in future periods if actual results materially differ from the estimated
assumptions utilized in our forecasts. If market conditions further deteriorate, including crude oil prices significantly declining
and remaining at low levels for a sustained period of time, we could be required to record additional impairments of the
carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. See
Note 1 to the consolidated financial statements for our accounting policies related to long-lived assets.

Acquisitions - purchase price allocation
We allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair
values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill.
We use all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets
and widely accepted valuation techniques such as discounted cash flows. We engage third-party appraisal firms when
appropriate to assist in fair value determination of inventories, identifiable intangible assets and any other significant assets or
liabilities. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities
assumed, as well as asset lives, can materially impact our results of operations. Our acquisitions may also include contingent
consideration, or earn-out provisions, which provide for additional consideration to be paid to the seller if certain future
conditions are met. These earn-out provisions are estimated and recognized at fair value at the acquisition date based on
projected earnings or other financial metrics over specified periods after the acquisition date. These estimates are reviewed
during the specified period and adjusted based on actual results.

Allowance for bad debts
We evaluate our global accounts receivable through a continuous process of assessing our portfolio on an individual
customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status
of the customer accounts, financial condition of our customers and whether the receivables involve retainages. We also consider
the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating the need for an
allowance. Based on our review of these factors, we establish or adjust allowances for specific customers. This process involves
a high degree of judgment and estimation, and frequently involves significant dollar amounts. Accordingly, our results of
operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts.

At December 31, 2019, our allowance for bad debts totaled $776 million, or 15.4% of notes and accounts receivable

before the allowance. At December 31, 2018, our allowance for bad debts totaled $738 million, or 12.8% of notes and accounts
receivable before the allowance. The allowance for bad debts in both years is primarily comprised of accounts receivable with
our primary customer in Venezuela. A hypothetical 100 basis point change in our estimate of the collectability of our notes and
accounts receivable balance as of December 31, 2019 would have resulted in a $51 million adjustment to 2019 total operating
costs and expenses. See Note 5 to the consolidated financial statements for further information.

OFF BALANCE SHEET ARRANGEMENTS

At December 31, 2019, we had no material off balance sheet arrangements. In the normal course of business, we have

agreements with financial institutions under which approximately $2.1 billion of letters of credit, bank guarantees or surety
bonds were outstanding as of December 31, 2019. Some of the outstanding letters of credit have triggering events that would
entitle a bank to require cash collateralization. None of these off balance sheet arrangements either has, or is likely to have, a
material effect on our consolidated financial statements.

HAL 2019 FORM 10-K | 31

Item 7 | Financial Instrument Market Risk

FINANCIAL INSTRUMENT MARKET RISK

We are exposed to market risk from changes in foreign currency exchange rates and interest rates. We selectively
manage these exposures through the use of derivative instruments, including forward foreign exchange contracts, foreign
exchange options and interest rate swaps. The objective of our risk management strategy is to minimize the volatility from
fluctuations in foreign currency and interest rates. We do not use derivative instruments for trading purposes. The counterparties
to our forward contracts, options and interest rate swaps are global commercial and investment banks.

We use a sensitivity analysis model to measure the impact of potential adverse movements in foreign currency
exchange rates and interest rates. With respect to foreign exchange sensitivity, after consideration of the impact from our
foreign exchange hedges, a hypothetical 10% adverse change in the value of all our foreign currency positions relative to the
United States dollar as of December 31, 2019 would result in a $91 million, pre-tax, loss for our net monetary assets
denominated in currencies other than United States dollars. With respect to interest rates sensitivity, after consideration of the
impact from our interest rate swap, a hypothetical 100 basis point increase in the LIBOR rate would result in approximately an
additional $1 million of interest charges for the year ended December 31, 2019.

There are certain limitations inherent in the sensitivity analyses presented, primarily due to the assumption that

exchange rates and interest rates change instantaneously in an equally adverse fashion. In addition, the analyses are unable to
reflect the complex market reactions that normally would arise from the market shifts modeled. While this is our best estimate
of the impact of the various scenarios, these estimates should not be viewed as forecasts.

For further information regarding foreign currency exchange risk, interest rate risk and credit risk, see Note 15 to the

consolidated financial statements.

ENVIRONMENTAL MATTERS

We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. For
information related to environmental matters, see Note 10 to the consolidated financial statements and "Part I, Item 1(a). “Risk
Factors.”

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information.

Forward-looking information is based on projections and estimates, not historical information. Some statements in this Form
10-K are forward-looking and use words like “may,” “may not,” “believe,” “do not believe,” “plan,” “estimate,” “intend,”
“expect,” “do not expect,” “anticipate,” “do not anticipate,” “should,” “likely” and other expressions. We may also provide oral
or written forward-looking information in other materials we release to the public. Forward-looking information involves risk
and uncertainties and reflects our best judgment based on current information. Our results of operations can be affected by
inaccurate assumptions we make or by known or unknown risks and uncertainties. In addition, other factors may affect the
accuracy of our forward-looking information. As a result, no forward-looking information can be guaranteed. Actual events and
the results of our operations may vary materially.

We do not assume any responsibility to publicly update any of our forward-looking statements regardless of whether

factors change as a result of new information, future events or for any other reason. You should review any additional
disclosures we make in our press releases and Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. We also suggest
that you listen to our quarterly earnings release conference calls with financial analysts.

HAL 2019 FORM 10-K | 32

Item 7(a). Quantitative and Qualitative Disclosures About Market Risk.

Information related to market risk is included in "Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Financial Instrument Market Risk” and Note 15 to the consolidated financial statements.

Item 7(a) | Quantitative and Qualitative Disclosures About Market Risk

HAL 2019 FORM 10-K | 33

Item 8. Financial Statements and Supplementary Data.

Financial Statements

Management’s Report on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018
and 2017
Consolidated Balance Sheets at December 31, 2019 and 2018

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017

Notes to Consolidated Financial Statements

Note 1. Description of Company and Significant Accounting Policies

Note 2. Impairments and Other Charges

Note 3. Business Segment and Geographic Information
Note 4. Revenue

Note 5. Receivables

Note 6. Leases

Note 7. Inventories

Note 8. Property, Plant and Equipment

Note 9. Debt

Note 10. Commitments and Contingencies

Note 11. Income Taxes

Note 12. Shareholders’ Equity

Note 13. Stock-based Compensation

Note 14. Income per Share

Note 15. Financial Instruments and Risk Management

Note 16. Retirement Plans

Note 17. New Accounting Pronouncements

Quarterly Financial Data (Unaudited)

PAGE

HAL 2019 FORM 10-K | 34

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Halliburton Company is responsible for establishing and maintaining adequate internal control

over financial reporting as defined in the Securities Exchange Act Rule 13a-15(f).

Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary
over time.

Under the supervision and with the participation of our management, including our chief executive officer and chief
financial officer, we conducted an evaluation to assess the effectiveness of our internal control over financial reporting as of
December 31, 2019 based upon criteria set forth in the Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, we believe that, as of December 31, 2019, our internal control over financial reporting is

effective. The effectiveness of Halliburton’s internal control over financial reporting as of December 31, 2019 has been audited
by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.

HALLIBURTON COMPANY

/s/ Jeffrey A. Miller
Jeffrey A. Miller
Chairman of the Board, President and
Chief Executive Officer

/s/ Lance Loeffler
Lance Loeffler
Executive Vice President and
Chief Financial Officer

HAL 2019 FORM 10-K | 35

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors
Halliburton Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Halliburton Company and subsidiaries (the Company) as of
December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), shareholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes
(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally
accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 11, 2020 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 6 to the consolidated financial statements, the Company has changed its method of accounting for leases
as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the Realizability of Deferred Tax Assets

As discussed in Notes 1 and 11 to the consolidated financial statements, the Company had gross deferred tax assets of $3.3
billion and a related valuation allowance of $1.1 billion as of December 31, 2019.

We identified the evaluation of the realizability of deferred tax assets as a critical audit matter. This evaluation of the
realizability of deferred tax assets, specifically related to net operating loss carryforwards and foreign tax credits, required
subjective auditor judgment to assess the forecasts of future taxable income over the periods in which those temporary
differences become deductible. Changes in assumptions regarding forecasted taxable income could have an impact on the
Company’s evaluation of the realizability of the deferred tax assets.

HAL 2019 FORM 10-K | 36

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal
controls related to the Company’s evaluation of the realizability of deferred tax assets, including controls related to the
development of forecasts of future taxable income. We evaluated the assumptions used in the development of forecasts of future
taxable income by comparing to historical actuals while considering current and anticipated future commodity prices or market
events. We also evaluated the Company’s history of realizing deferred tax assets by evaluating the expiration of net operating
loss carryforwards and foreign tax credits.

Assessment of the Fair Value of Property, Plant and Equipment

As discussed in Notes 1, 2, and 8 to the consolidated financial statements, the gross amount of property, plant and equipment as
of December 31, 2019 was $19.9 billion and related accumulated depreciation of $12.6 billion. The Company recognizes
impairment on property, plant and equipment when the undiscounted cash flows expected to result from the use and eventual
disposition of the asset group is less than the carrying amount of the asset group. The Company recognized an impairment
charge of $1.4 billion for the year ended December 31, 2019.

We identified the assessment of the Company’s estimate of the fair value of property, plant and equipment as a critical audit
matter. There was a high degree of subjectivity in evaluating the significant assumptions used in determining the discounted
cash flows needed to estimate the fair value of the asset groups, specifically the revenue growth rates, operating margin and the
discount rate used.

The primary procedures we performed to address the critical audit matter included the following. We tested certain internal
controls over the Company’s process to estimate the discounted cash flows of the asset groups, including controls related to the
significant assumptions. We evaluated the Company’s development of the revenue growth rates and operating margin
assumptions by identifying and assessing the sources of data that management used in their assessment. We evaluated the
revenue growth rates and operating margin for consistency with relevant historical data, changes in the business, and external
industry data. In addition, we involved valuation professionals with specialized skills and knowledge to assist with evaluating
the selected discount rate by comparing it against a discount rate range that was independently developed using publicly
available market data for comparable companies.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Houston, Texas
February 11, 2020

HAL 2019 FORM 10-K | 37

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors
Halliburton Company:

Opinion on Internal Control Over Financial Reporting

We have audited Halliburton Company's and subsidiaries' (the Company) internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated
statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-
year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report
dated February 11, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas
February 11, 2020

HAL 2019 FORM 10-K | 38

HALLIBURTON COMPANY
Consolidated Statements of Operations

Millions of dollars and shares except per share data

Year Ended December 31

2019

2018

2017

Revenue:

Services

Product sales

Total revenue
Operating costs and expenses:

Cost of services

Cost of sales

Impairments and other charges

General and administrative

Total operating costs and expenses
Operating income (loss)

Interest expense, net of interest income of $23, $44, and $112

Other, net
Income (loss) from continuing operations before income taxes

Income tax provision
Income (loss) from continuing operations

Loss from discontinued operations, net
Net income (loss)

Net (income) loss attributable to noncontrolling interest
Net income (loss) attributable to company

Amounts attributable to company shareholders:

Income (loss) from continuing operations

Loss from discontinued operations, net
Net income (loss) attributable to company
Basic and diluted income (loss) per share attributable to company
shareholders:

Income (loss) from continuing operations

Loss from discontinued operations, net
Net income (loss) per share

Basic weighted average common shares outstanding

Diluted weighted average common shares outstanding

See notes to consolidated financial statements.

16,884 $

18,444 $

5,524

22,408

15,684

4,439

2,506

227

22,856
(448)
(569)
(105)
(1,122)
(7)
(1,129)
—
(1,129) $
(2)
(1,131) $

(1,131) $
—
(1,131) $

(1.29) $
—
(1.29) $

875

5,551

23,995

16,591

4,418

265

254

15,408

5,212

20,620

14,205

4,138

647

256

21,528

19,246

2,467
(554)
(99)
1,814
(157)
1,657

—

1,657 $
(1)
1,656 $

1,656 $

—

1,656 $

1.89 $

—

1.89 $

875

877

1,374
(593)
(99)
682
(1,131)
(449)
(19)
(468)
5
(463)

(444)
(19)
(463)

(0.51)
(0.02)
(0.53)

870

HAL 2019 FORM 10-K | 39

HALLIBURTON COMPANY
Consolidated Statements of Comprehensive Income (Loss)

Millions of dollars

Net income (loss)

Other comprehensive income (loss), net of income taxes:

Defined benefit and other post retirement plans adjustment

Other

Other comprehensive income (loss), net of income taxes
Comprehensive income (loss)

Comprehensive (income) loss attributable to noncontrolling interest
Comprehensive income (loss) attributable to company shareholders

See notes to consolidated financial statements.

Year Ended December 31

2019

2018

2017

(1,129) $

1,657 $

(468)

(11)
3
(8)
(1,137) $
(2)
(1,139) $

131
(17)
114

1,771 $
(1)
1,770 $

(22)
7
(15)
(483)
5
(478)

HAL 2019 FORM 10-K | 40

HALLIBURTON COMPANY
Consolidated Balance Sheets

Millions of dollars and shares except per share data

Assets

Current assets:

Cash and equivalents

Receivables (net of allowances for bad debts of $776 and $738)

Inventories

Other current assets
Total current assets

Property, plant and equipment (net of accumulated depreciation of $12,630 and $13,153)

Goodwill

Deferred income taxes

Operating lease right-of-use assets
Other assets
Total assets

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable

Accrued employee compensation and benefits

Taxes other than income

Current portion of operating lease liabilities

Other current liabilities
Total current liabilities

Long-term debt
Operating lease liabilities

Employee compensation and benefits

Other liabilities
Total liabilities

Shareholders’ equity:

Common stock, par value $2.50 per share (authorized 2,000 shares,
issued 1,068 and 1,069 shares)
Paid-in capital in excess of par value

Accumulated other comprehensive loss

Retained earnings

Treasury stock, at cost (190 and 198 shares)
Company shareholders’ equity

Noncontrolling interest in consolidated subsidiaries
Total shareholders’ equity

Total liabilities and shareholders’ equity

See notes to consolidated financial statements.

December 31

2019

2018

2,268 $

4,577

3,139

1,228

2,008

5,234

3,028

881

11,212

11,151

7,310

2,812

1,683

931
1,429

8,873

2,825

1,384

—
1,749

25,377 $

25,982

2,432 $

3,018

604

310

208

1,324

4,878

10,316

825

525

808

714

248

—

822

4,802

10,312

—

483

841

17,352

16,438

2,669
143
(362)
11,989
(6,427)
8,012

8,025

25,377 $

2,671
211
(355)
13,739
(6,744)
9,522

9,544

25,982

HAL 2019 FORM 10-K | 41

HALLIBURTON COMPANY
Consolidated Statements of Cash Flows

Millions of dollars
Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to cash flows from operating activities:

Impairments and other charges

Cash impact of impairments and other charges - severance payments

Depreciation, depletion and amortization

Deferred income tax provision (benefit), continuing operations

Changes in assets and liabilities:

Receivables

Accounts payable

Inventories
Other operating activities
Total cash flows provided by (used in) operating activities
Cash flows from investing activities:

Capital expenditures

Proceeds from sales of property, plant and equipment
Payments to acquire businesses, net of cash acquired
Other investing activities
Total cash flows provided by (used in) investing activities
Cash flows from financing activities:

Dividends to shareholders

Proceeds from issuance of common stock

Stock repurchase program

Payments on long-term borrowings

Other financing activities
Total cash flows provided by (used in) financing activities

Effect of exchange rate changes on cash

Increase (decrease) in cash and equivalents

Cash and equivalents at beginning of year
Cash and equivalents at end of year
Supplemental disclosure of cash flow information:

Cash payments (receipts) during the period for:

Interest

Income taxes

See notes to consolidated financial statements.

Year Ended December 31

2019

2018

2017

(1,129) $

1,657 $

(468)

2,506
(144)
1,625
(396)

636
(595)
(202)
144

265

—

1,606
(267)

(186)
483
(681)
280

2,445

3,157

(1,530)
190
(33)
(72)
(1,445)

(630)
118
(100)
(13)
(70)
(695)
(45)
260

2,008
2,268 $

(2,026)
218
(187)
2
(1,993)

(630)
195
(400)
(445)
(139)
(1,419)
(74)
(329)
2,337
2,008 $

647

—

1,556

734

(1,350)
753
(29)
625

2,468

(1,373)
158
(628)
(84)
(1,927)

(626)
158

—
(1,641)
(52)
(2,161)
(52)
(1,672)
4,009
2,337

534 $

363 $

556 $

178 $

594
(178)

HAL 2019 FORM 10-K | 42

HALLIBURTON COMPANY
Consolidated Statements of Shareholders' Equity

Company Shareholders’ Equity

Millions of dollars

Balance at December 31, 2016

Comprehensive income (loss):

Net loss

Retained earnings adjustment for new accounting standard

Other comprehensive loss

Cash dividends ($0.72 per share)

Stock plans

Other

Balance at December 31, 2017

Comprehensive income (loss):

Net income

Other comprehensive income

Cash dividends ($0.72 per share)

Stock plans

Stock repurchase program

Other

Balance at December 31, 2018

Comprehensive income (loss):

Net loss

Other comprehensive loss

Cash dividends ($0.72 per share)

Stock plans

Stock repurchase program

Other

Paid-in
Capital in
Excess of
Par Value

Common
Stock

Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Noncontrolling
Interest in
Consolidated
Subsidiaries

Total

2,674 $

201 $ (7,153) $ 14,141 $

(454) $

39 $

9,448

—

(1)

—

396

—

(463)

(384)

—

(626)

—

(15)

—

(5)

—

(7)

(468)

(384)

(15)

(626)

401

(7)

2,673 $

207 $ (6,757) $ 12,668 $

(469) $

27 $

8,349

—

(2)

—

413

(400)

—

1,656

—

(630)

—

114

—

(6)

1,657

114

(630)

415

(400)

2,671 $

211 $ (6,744) $ 13,739 $

(355) $

22 $

9,544

—

(2)

—

(67)

—

(1)

—

417

(100)

—

(1,131)

—

(630)

—

(8)

—

(11)

(1,129)

(8)

(630)

348

(100)

—

Balance at December 31, 2019

2,669 $

143 $ (6,427) $ 11,989 $

(362) $

13 $

8,025

See notes to consolidated financial statements.

HAL 2019 FORM 10-K | 43

Item 8 | Notes to Consolidated Financial Statements

HALLIBURTON COMPANY
Notes to Consolidated Financial Statements

Note 1. Description of Company and Significant Accounting Policies

Description of Company
Halliburton Company is one of the world's largest providers of products and services to the energy industry. Its

predecessor was established in 1919 and incorporated under the laws of the State of Delaware in 1924. We help our customers
maximize asset value throughout the lifecycle of the reservoir - from locating hydrocarbons and managing geological data, to
drilling and formation evaluation, well construction and completion, and optimizing production throughout the life of the asset.
We serve major, national and independent oil and natural gas companies throughout the world and operate under two divisions,
which form the basis for the two operating segments we report, the Completion and Production segment and the Drilling and
Evaluation segment.

Use of estimates
Our financial statements are prepared in conformity with United States generally accepted accounting principles,

requiring us to make estimates and assumptions that affect:

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.

We believe the most significant estimates and assumptions are associated with the forecasting of our effective income

tax rate and the valuation of deferred taxes, legal reserves, long-lived asset valuations, purchase price allocations, and
allowance for bad debts. Ultimate results could differ from our estimates.

Basis of presentation
The consolidated financial statements include the accounts of our company and all of our subsidiaries that we control

or variable interest entities for which we have determined that we are the primary beneficiary. All material intercompany
accounts and transactions are eliminated. Investments in companies in which we do not have a controlling interest, but over
which we do exercise significant influence, are accounted for using the equity method of accounting. If we do not have
significant influence, we use the cost method of accounting. In addition, certain reclassifications of prior period balances have
been made to conform to the current period presentation.

Revenue recognition
Our services and products are generally sold based upon purchase orders or contracts with our customers that include
fixed or determinable prices but do not include right of return provisions or other significant post-delivery obligations. The vast
majority of our service and product contracts are short-term in nature. We recognize revenue based on the transfer of control or
our customers' ability to benefit from our services and products in an amount that reflects the consideration we expect to receive
in exchange for those services and products. We also assess our customers' ability and intention to pay, which is based on a
variety of factors, including our historical payment experience with and the financial condition of our customers. Rates for
services are typically priced on a per day, per meter, per man-hour or similar basis. See Note 4 for further information on
revenue recognition.

Research and development
We maintain an active research and development program. The program improves products, processes and engineering

standards and practices that serve the changing needs of our customers, such as those related to high pressure and high
temperature environments, and also develops new products and processes. Research and development costs are expensed as
incurred and were $404 million in 2019, $390 million in 2018 and $360 million in 2017.

Cash equivalents
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Inventories
Inventories are stated at the lower of cost and net realizable value. Cost represents invoice or production cost for new
items and original cost. Production cost includes material, labor and manufacturing overhead. The majority of our inventory is
recorded on the average cost method. We regularly review inventory quantities on hand and record provisions for excess or
obsolete inventory based primarily on historical usage, estimated product demand and technological developments.

HAL 2019 FORM 10-K | 44

Item 8 | Notes to Consolidated Financial Statements

Allowance for bad debts
We establish an allowance for bad debts through a review of several factors, including historical collection experience,

current aging status of the customer accounts and financial condition of our customers. Our policy is to write off bad debts
when the customer accounts are determined to be uncollectible.

Property, plant and equipment
Other than those assets that have been written down to their fair values due to impairment, property, plant and
equipment are reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the
estimated useful lives of the assets. Accelerated depreciation methods are used for tax purposes, wherever permitted. Upon sale
or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is
recognized. Planned major maintenance costs are generally expensed as incurred. Expenditures for additions, modifications and
conversions are capitalized when they increase the value or extend the useful life of the asset.

Goodwill and other intangible assets
We record as goodwill the excess purchase price over the fair value of the tangible and identifiable intangible assets

acquired in a business acquisition. Changes in the carrying amount of goodwill are detailed below by reportable segment.

Millions of dollars

Balance at December 31, 2017:

Current year acquisitions

Purchase price adjustments for previous acquisitions

Balance at December 31, 2018:

Current year acquisitions

Purchase price adjustments for previous acquisitions

Other

Balance at December 31, 2019:

Completion
and Production

Drilling and
Evaluation

Total

1,922 $

2,055 $

6
(1)
(21)
2,039 $

771 $

6
(7)
770 $

5
(1)
(1)
773 $

2,693

105

2,825

11
(2)
(22)
2,812

The reported amounts of goodwill for each reporting unit are reviewed for impairment on an annual basis, during the

third quarter, and more frequently when circumstances indicate an impairment may exist. Due to the impairments and other
charges recorded during the fourth quarter of 2019, we updated our goodwill impairment assessment through December 31,
2019. As a result of our goodwill impairment assessments performed in the years ended December 31, 2019, 2018 and 2017, we
determined that the fair value of each reporting unit exceeded its net book value and, therefore, no goodwill impairments were
deemed necessary. For further information on our goodwill impairment assessments, see "Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates.”

We amortize other identifiable intangible assets with a finite life on a straight-line basis over the period which the asset

is expected to contribute to our future cash flows, ranging from one year to twenty-eight years. The components of these other
intangible assets generally consist of patents, license agreements, non-compete agreements, trademarks and customer lists and
contracts.

Evaluating impairment of long-lived assets
When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an
evaluation is performed. For assets classified as held for use, we first group individual assets based on the lowest level for
which identifiable cash flows are largely independent of the cash flows from other assets. We then compare estimated future
undiscounted cash flows expected to result from the use and eventual disposition of the asset group to its carrying amount. If
the asset group's undiscounted cash flows are less than its carrying amount, we then determine the asset group's fair value by
using a discounted cash flow analysis and recognize any resulting impairment. When an asset is classified as held for sale, the
asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition,
depreciation and amortization is ceased while it is classified as held for sale. See Note 2 for further information on impairments
and other charges recorded in 2019.

Income taxes
We recognize the amount of taxes payable or refundable for the year. In addition, deferred tax assets and liabilities are

recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax
returns. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be
realized.

HAL 2019 FORM 10-K | 45

Item 8 | Notes to Consolidated Financial Statements

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in
making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the
periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the
benefits of these deductible differences, net of the existing valuation allowances.

We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes on

continuing operations in our consolidated statements of operations.

Derivative instruments
At times, we enter into derivative financial transactions to hedge existing or projected exposures to changing foreign
currency exchange rates and interest rates. We do not enter into derivative transactions for speculative or trading purposes. We
recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value and
reflected through the results of operations. If the derivative is designated as a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives are either offset against:

-
-

the change in fair value of the hedged assets, liabilities or firm commitments through earnings; or
recognized in other comprehensive income until the hedged item is recognized in earnings.

The ineffective portion of a derivative’s change in fair value is recognized in earnings. Recognized gains or losses on
derivatives entered into to manage foreign currency exchange risk are included in “Other, net” on the consolidated statements
of operations. Gains or losses on interest rate derivatives are included in “Interest expense, net.”

Foreign currency translation
Foreign entities whose functional currency is the United States dollar translate monetary assets and liabilities at year-

end exchange rates, and nonmonetary items are translated at historical rates. Revenue and expense transactions are translated at
the average rates in effect during the year, except for those expenses associated with nonmonetary balance sheet accounts,
which are translated at historical rates. Gains or losses from remeasurement of monetary assets and liabilities due to changes in
exchange rates are recognized in our consolidated statements of operations in “Other, net” in the year of occurrence.

Stock-based compensation
Stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the award and is

recognized as expense over the employee’s service period, which is generally the vesting period of the equity grant.
Additionally, compensation cost is recognized based on awards ultimately expected to vest, therefore, we have reduced the cost
for estimated forfeitures based on historical forfeiture rates. Forfeitures are estimated at the time of grant and revised in
subsequent periods to reflect actual forfeitures. See Note 13 for additional information related to stock-based compensation.

HAL 2019 FORM 10-K | 46

Item 8 | Notes to Consolidated Financial Statements

Note 2. Impairments and Other Charges

Market conditions negatively impacted our business during 2019, particularly in North America. We experienced

continued pricing pressure and customer activity reductions for our products and services. The North America land rig count
decreased 26% from its high point in early 2019 to its low point in December 2019, and we idled equipment throughout the
year to adjust to changing activity levels. During the fourth quarter of 2019, the North America market continued to deteriorate
with a 9% decrease in the average land rig count compared to the third quarter. Customer activity declined across all basins,
affecting both our drilling and completions businesses, and pricing pressure persisted during the year-end tendering season.

As a result of these market conditions and our service delivery improvement strategy, we took actions during the

fourth quarter of 2019 to proactively manage our equipment fleet, rationalize our portfolio of real estate facilities, and initiate
reductions in our global workforce in an effort to mitigate the impact of market deterioration and better align our workforce
with anticipated activity levels. As part of our real estate rationalization, we identified owned properties to sell and leased
properties to abandon. We reviewed the recoverability of our long-lived assets and, based upon our impairment assessments, we
determined the carrying amount of some of our long-lived assets exceeded their respective fair values.

We determined the fair value of our long-lived assets based on a discounted cash flow analysis, with the exception of

real estate facilities classified as held for sale for which fair value was based on third party sales price estimates. These fair
value assessments required the use of estimates which represent significant unobservable inputs. The discounted cash flow
analysis utilized management’s short-term and long-term forecast of operating performance, including revenue growth rates and
expected profitability margins, the remaining useful life and service potential of the asset, and a discount rate based on our
weighted average cost of capital. As such, these analyses incorporate inherent uncertainties about commodity prices, supply and
demand for our services, and future market conditions that are difficult to predict in volatile economic environments. If market
conditions worsen, our fair value assumptions of estimated future cash flows could be materially altered and we may be
required to record additional asset impairments. Such a potential impairment charge could have a material adverse impact on
our operating results.

As a result of the events described above, we recorded impairments and other charges of approximately $2.5 billion
during the year ended December 31, 2019. The following table presents various pre-tax charges we recorded during the years
ended December 31, 2019, 2018 and 2017 which are reflected within "Impairments and other charges" on our consolidated
statements of operations.

Millions of dollars

Long-lived asset impairments

Inventory costs and write-downs

Severance

Joint ventures

Venezuela investment write-down

Other

Year Ended December 31

2019

2018

2017

1,603 $

— $

458

172

154

—

119

—

265

—

Total impairments and other charges

2,506 $

265 $

—

647

—

647

Of the $2.5 billion of impairments and other charges recorded during the year ended December 31, 2019,
approximately $1.6 billion was attributable to our Completion and Production segment and approximately $849 million was
attributable to our Drilling and Evaluation segment. Long-lived asset impairments include impairments of property, plant and
equipment, intangible assets, and real estate facilities. The $1.6 billion of long-lived asset impairments consists of the
following: $759 million attributable to hydraulic fracturing equipment, the majority of which was located in North America;
$243 million related to legacy drilling equipment; $215 million related to real estate properties owned and classified as held for
sale; $139 million related to right-of-use assets associated with operating leases; $98 million related to intangible assets; and
$148 million of other fixed asset impairments. Included within "Inventory costs and write-downs" in the table above are
amounts associated with certain supply contracts, coupled with a write-down of some of our inventory which exceeded its
market value. We also rationalized our portfolio of existing joint ventures and recorded resulting charges within "Joint ventures"
in the table above.

HAL 2019 FORM 10-K | 47

Item 8 | Notes to Consolidated Financial Statements

Note 3. Business Segment and Geographic Information

We operate under two divisions, which form the basis for the two operating segments we report: the Completion and

Production segment and the Drilling and Evaluation segment. For more information about the product service lines included in
each segment, see "Part I, Item 1. Business.” The business operations of our divisions are organized around four primary
geographic regions: North America, Latin America, Europe/Africa/CIS and Middle East/Asia. Our equity in earnings and losses
of unconsolidated affiliates that are accounted for using the equity method of accounting are included within cost of services
and cost of sales on our statements of operations, which is part of operating income of the applicable segment.

Operations by business segment
The following tables present financial information on our business segments.

Millions of dollars
Revenue:

Completion and Production

Drilling and Evaluation

Total revenue
Operating income:

Completion and Production

Drilling and Evaluation

Total operations

Corporate and other (a)

Impairments and other charges (b)

Total operating income (loss)

Interest expense, net of interest income

Other, net

Income (loss) from continuing operations before income taxes
Capital expenditures:

Completion and Production

Drilling and Evaluation

Corporate and other

Total
Depreciation, depletion and amortization:

Completion and Production

Drilling and Evaluation

Corporate and other

Total

Year Ended December 31
2018

2017

2019

14,031 $

15,973 $

13,077

8,377

8,022

7,543

22,408 $

23,995 $

20,620

1,671 $

2,278 $

1,625

642

2,313
(255)
(2,506)

(448) $
(569) $
(105)
(1,122) $

745

3,023
(291)
(265)
2,467 $
(554) $
(99)
1,814 $

726

2,351
(330)
(647)
1,374
(593)
(99)
682

800 $

1,364 $

1,111

728

657

261

1,530 $

2,026 $

1,373

1,049 $

1,058 $

552

512

953

563

1,625 $

1,606 $

1,556

(a) Includes certain expenses not attributable to a particular business segment, such as costs related to support functions and corporate
executives, operating lease assets, and also includes amortization expense associated with intangible assets recorded as a result of acquisitions.
(b) Impairments and other charges are as follows:

-For the year ended December 31, 2019, amount includes approximately $1.6 billion attributable to Completion and Production, $849
million attributable to Drilling and Evaluation, and $56 million attributable to Corporate and other.
-For the years ended December 31, 2018 and December 31, 2017, we recorded aggregate charges of $265 million and $647 million,
respectively, to write-down our investment in Venezuela.

HAL 2019 FORM 10-K | 48

Item 8 | Notes to Consolidated Financial Statements

December 31

Millions of dollars
Total assets:
Completion and Production (a)
Drilling and Evaluation (a)
Corporate and other (b)
Total
(a) Assets associated with specific segments primarily include receivables, inventories, property, plant and equipment, operating lease right-
of-use assets, equity in and advances to related companies and goodwill.
(b) Corporate and other primarily include cash and equivalents and deferred tax assets.

11,894 $
8,059
5,424
25,377 $

13,231
8,037
4,714
25,982

2019

2018

Operations by geographic region
The following tables present information by geographic area. In 2019, 2018 and 2017, based on the location of
services provided and products sold, 51%, 58% and 53%, respectively, of our consolidated revenue was from the United States.
As of December 31, 2019 and December 31, 2018, 59% and 62% of our property, plant and equipment was located in the
United States. No other country accounted for more than 10% of our revenue or property, plant and equipment during the
periods presented.

Millions of dollars
Revenue:
North America
Latin America
Europe/Africa/CIS
Middle East/Asia
Total

Millions of dollars
Net property, plant and equipment:
North America
Latin America
Europe/Africa/CIS
Middle East/Asia
Total

Note 4. Revenue

Year Ended December 31
2018

2017

2019

11,884 $
2,364
3,285
4,875
22,408 $

14,431 $
2,065
2,945
4,554
23,995 $

11,564
2,116
2,781
4,159
20,620

December 31

2019

2018

4,666 $
754
772
1,118
7,310 $

5,621
937
936
1,379
8,873

Revenue is recognized based on the transfer of control or our customers' ability to benefit from our services and
products in an amount that reflects the consideration we expect to receive in exchange for those services and products. The vast
majority of our service and product contracts are short-term in nature. In recognizing revenue for our services and products, we
determine the transaction price of purchase orders or contracts with our customers, which may consist of fixed and variable
consideration. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our
historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract
type, although terms generally include a requirement of payment within 20 to 60 days. Other judgments involved in recognizing
revenue include an assessment of progress towards completion of performance obligations for certain long-term contracts,
which involve estimating total costs to determine our progress towards contract completion and calculating the corresponding
amount of revenue to recognize.

Disaggregation of revenue
We disaggregate revenue from contracts with customers into types of services or products, consistent with our two

reportable segments, in addition to geographical area. Based on the location of services provided and products sold, 51%, 58%
and 53% of our consolidated revenue was from the United States for the years ended December 31, 2019, 2018 and 2017,
respectively. No other country accounted for more than 10% of our revenue. The following table presents information on our
disaggregated revenue.

HAL 2019 FORM 10-K | 49

Item 8 | Notes to Consolidated Financial Statements

Millions of dollars

Revenue by segment:

Completion and Production

Drilling and Evaluation

Total revenue
Revenue by geographic region:

North America

Latin America

Europe/Africa/CIS

Middle East/Asia

Total revenue

Year Ended December 31

2019

2018

2017

14,031 $

15,973 $

8,377

8,022

22,408 $

23,995 $

13,077

7,543

20,620

11,884 $

14,431 $

11,564

2,364

3,285

4,875

2,065

2,945

4,554

2,116

2,781

4,159

22,408 $

23,995 $

20,620

Contract balances
We perform our obligations under contracts with our customers by transferring services and products in exchange for

consideration. The timing of our performance often differs from the timing of our customer’s payment, which results in the
recognition of receivables and deferred revenue. Deferred revenue represents advance consideration received from customers
for contracts where revenue is recognized on future performance of service. Deferred revenue, as well as revenue recognized
during the period relating to amounts included as deferred revenue at the beginning of the period, was not material to our
consolidated financial statements.

Transaction price allocated to remaining performance obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future

revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining
performance obligations for contracts that have an original expected duration of one year or less. We have some long-term
contracts related to software and integrated project management services such as lump sum turnkey contracts. For software
contracts, revenue is generally recognized over time throughout the license period when the software is considered to be a right
to access our intellectual property. For lump sum turnkey projects, we recognize revenue over time using an input method,
which requires us to exercise judgment. Revenue allocated to remaining performance obligations for these long-term contracts
is not material.

Note 5. Receivables

As of December 31, 2019, 36% of our net trade receivables were from customers in the United States. As of

December 31, 2018, 43% of our net trade receivables were from customers in the United States. No other country or single
customer accounted for more than 10% of our net trade receivables at these dates.

We routinely monitor the financial stability of our customers and employ an extensive process to evaluate the
collectability of outstanding receivables. This process, which involves a high degree of judgment utilizing significant
assumptions, includes analysis of our customers’ historical time to pay, financial condition and various financial metrics, debt
structure, credit agency ratings, and production profile, as well as political and economic factors in countries of operations and
other customer-specific factors.

The table below presents a rollforward of our global allowance for bad debts for 2017, 2018 and 2019.

Balance at
Beginning of
Period

Balance at
End of
Period (c)

Millions of dollars
566 $
Year ended December 31, 2017
57
Year ended December 31, 2018
50
Year ended December 31, 2019
(a) Represents increases to allowance for bad debts charged to costs and expenses, net of recoveries.
(b) Includes write-offs, balance sheet reclassifications, and other activity.
(c) The allowance for bad debts in all years is primarily comprised of a full reserve against accounts receivable with our primary customer in
Venezuela.

175 $
725
738

(16) $
(44)
(12)

725
738
776

Provision (a)

Other (b)

HAL 2019 FORM 10-K | 50

Item 8 | Notes to Consolidated Financial Statements

Note 6. Leases

We adopted a comprehensive new lease accounting standard effective January 1, 2019. The details of the significant
changes to our accounting policies resulting from the adoption of the new standard are set out below. We adopted the standard
using the optional modified retrospective transition method; accordingly, the comparative information as of December 31, 2018
and for the years ended December 31, 2018 and 2017 have not been adjusted and continue to be reported under the previous
lease standard. Under the new lease standard, assets and liabilities that arise from all leases are required to be recognized on the
balance sheet for lessees. Previously, only capital leases, which are now referred to as finance leases, were recorded on the
balance sheet. The adoption of this standard resulted in the recognition of approximately $1.0 billion of operating lease right-of-
use assets and operating lease liabilities on our consolidated balance sheets as of January 1, 2019. The adoption of this standard
did not materially impact our consolidated results of operations for the year ended December 31, 2019. See Note 17 for
additional information about the new accounting standard.

Beginning January 1, 2019, for all leases with a term in excess of 12 months, we recognized a lease liability equal to
the present value of the lease payments and a right-of-use asset representing our right to use the underlying asset for the lease
term. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term, while
finance leases include both an operating expense and an interest expense component. For all leases with a term of 12 months or
less, we elected the practical expedient to not recognize lease assets and liabilities. We recognize lease expense for these short-
term leases on a straight-line basis over the lease term.

We are a lessee for numerous operating leases, primarily related to real estate, transportation and equipment. The vast

majority of our operating leases have remaining lease terms of 10 years or less, some of which include options to extend the
leases, and some of which include options to terminate the leases. We generally do not include renewal or termination options
in our assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. The
accounting for some of our leases may require judgment, which includes determining whether a contract contains a lease,
determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease
agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options. We also have
some lease agreements with lease and non-lease components, which are generally accounted for as a single lease component.
For certain equipment leases, such as offshore vessels and drilling rigs, we account for the lease and non-lease components
separately.

The following tables illustrate the financial impact of our leases as of and for the year ended December 31, 2019,

along with other supplemental information about our existing leases:

Millions of dollars

Components of lease expense:

Finance lease cost:

Amortization of right-of-use assets

Interest on lease liabilities

Operating lease cost

Short-term lease cost

Sublease income

Total lease cost

Year Ended
December 31, 2019

355

110
(5)
530

For the years ended December 31, 2018 and 2017, total rentals on our operating leases under the previous lease

standard, net of sublease rentals, were $680 million and $574 million, respectively.

HAL 2019 FORM 10-K | 51

Millions of dollars

Components of balance sheet:

Operating leases:

Operating lease right-of-use assets (non-current)

Current portion of operating lease liabilities

Operating lease liabilities (non-current)

Finance leases:

Other assets (non-current)

Other current liabilities

Other liabilities (non-current)

Item 8 | Notes to Consolidated Financial Statements

As of
December 31, 2019

931

208

825

123

124

During the year ended December 31, 2019, a $139 million impairment charge was recorded related to operating lease

right-of-use assets. See Note 2 to the consolidated financial statements for further discussion on impairments and other charges.

Millions of dollars except years and percentages

Other supplemental information:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases (a)

Finance leases

Weighted-average remaining lease term:

Operating leases

Finance leases

Weighted-average discount rate for operating leases

Year Ended
December 31, 2019

316

1,362

9.5 years

5.4 years

4.4%

(a) Primarily consists of operating lease right-of-use assets exchanged for lease obligations upon implementation of the
new lease accounting standard on January 1, 2019.

The following table summarizes the maturity of our operating and finance leases as of December 31, 2019:

Millions of dollars

2020

2021

2022

2023

2024

Thereafter

Total lease payments

Less imputed interest

Total

Operating
Leases

Finance
Leases

235 $

186

149

107

442

1,190
(157)
1,033 $

376
(233)
143

As of December 31, 2018, future total rentals on our noncancellable operating leases under the previous lease standard
were $975 million in the aggregate, which consisted of the following: $275 million in 2019; $146 million in 2020; $122 million
in 2021; $100 million in 2022; $78 million in 2023; and $254 million thereafter.

HAL 2019 FORM 10-K | 52

Note 7. Inventories

Inventories consisted of the following:

Millions of dollars
Finished products and parts
Raw materials and supplies
Work in process
Total

Item 8 | Notes to Consolidated Financial Statements

December 31

2019

2018

1,865 $
1,147
127
3,139 $

1,947
934
147
3,028

All amounts in the table above are reported net of obsolescence reserves of $149 million at December 31, 2019 and

$219 million at December 31, 2018.

Note 8. Property, Plant and Equipment

Property, plant and equipment were composed of the following:

Millions of dollars
Land
Buildings and property improvements
Machinery, equipment and other
Total
Less accumulated depreciation
Net property, plant and equipment

December 31

2019

2018

202 $

3,167
16,571
19,940
12,630

7,310 $

252
3,461
18,313
22,026
13,153
8,873

During the year ended December 31, 2019, a $1.4 billion impairment charge was recorded related to property, plant
and equipment. See Note 2 to the consolidated financial statements for further discussion on impairments and other charges.

Classes of assets are depreciated over the following useful lives:

Buildings and Property
Improvements

2019
12%
41%
22%
25%

2018
11%
42%
22%
25%

Machinery, Equipment
and Other

2019
43%
47%
10%

2018
34%
56%
10%

1 - 10 years
11 - 20 years
21 - 30 years
31 - 40 years

1 - 5 years
6 - 10 years
11 - 20 years

HAL 2019 FORM 10-K | 53

Note 9. Debt

Our total debt, including short-term borrowings and current maturities of long-term debt, consisted of the following:

Item 8 | Notes to Consolidated Financial Statements

Millions of dollars
5.0% senior notes due November 2045
3.8% senior notes due November 2025
3.5% senior notes due August 2023
4.85% senior notes due November 2035
7.45% senior notes due September 2039
4.75% senior notes due August 2043
6.7% senior notes due September 2038
3.25% senior notes due November 2021
4.5% senior notes due November 2041
7.6% senior debentures due August 2096
8.75% senior debentures due February 2021
6.75% notes due February 2027
Other
Unamortized debt issuance costs and discounts
Total
Short-term borrowings and current maturities of long-term debt
Total long-term debt

December 31

2019

2018

2,000 $
2,000
1,100
1,000
1,000
900
800
500
500
300
185
104
28
(90)
10,327
(11)
10,316 $

2,000
2,000
1,100
1,000
1,000
900
800
500
500
300
185
104
47
(92)
10,344
(32)
10,312

Senior debt
All of our senior notes and debentures rank equally with our existing and future senior unsecured indebtedness, have

semiannual interest payments and have no sinking fund requirements. We may redeem all of our senior notes from time to time
or all of the notes of each series at any time at the applicable redemption prices, plus accrued and unpaid interest. Our 6.75%
notes due February 2027, 7.6% senior debentures due August 2096 and 8.75% senior debentures due February 2021 may not be
redeemed prior to maturity.

Revolving credit facilities
We have a revolving credit facility with a capacity of $3.5 billion, which expires in March 2024. The facility is for

working capital or general corporate purposes. The full amount of the revolving credit facility was available as of December 31,
2019.

Debt maturities
Our long-term debt matures as follows: $11 million in 2020, $697 million in 2021, $4 million in 2022, $1.1 billion in

2023, no amounts in 2024, and the remainder thereafter.

Note 10. Commitments and Contingencies

The Company is subject to various legal or governmental proceedings, claims or investigations, including personal
injury, property damage, environmental and tax-related matters, arising in the ordinary course of business, the resolution of
which, in the opinion of management, will not have a material adverse effect on our consolidated results of operations or
consolidated financial position. There is inherent risk in any litigation, claim or investigation and no assurance can be given as
to the outcome of these proceedings.

Guarantee arrangements
In the normal course of business, we have agreements with financial institutions under which approximately $2.1

billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, 2019. Some of the outstanding
letters of credit have triggering events that would entitle a bank to require cash collateralization. None of these off balance sheet
arrangements either has, or is likely to have, a material effect on our consolidated financial statements.

HAL 2019 FORM 10-K | 54

Note 11. Income Taxes

The components of the provision for income taxes on continuing operations were:

Item 8 | Notes to Consolidated Financial Statements

Millions of dollars
Current income taxes:
Federal
Foreign
State
Total current
Deferred income taxes:
Federal
Foreign
State
Total deferred
Income tax provision

Year Ended December 31
2018

2017

2019

32 $

19 $

(426)
(9)
(403)

383
(36)
49
396

(7) $

(428)
(15)
(424)

286
9
(28)
267
(157) $

40
(423)
(14)
(397)

(678)
(31)
(25)
(734)
(1,131)

The United States and foreign components of income (loss) from continuing operations before income taxes were as

follows:

Millions of dollars

United States

Foreign

Total

Year Ended December 31

2019

2018

2017

(1,517) $
395
(1,122) $

1,097 $

717

1,814 $

694
(12)
682

Reconciliations between the actual provision for income taxes on continuing operations and that computed by applying

the United States statutory rate to income (loss) from continuing operations before income taxes were as follows:

United States statutory rate

Impact of impairments and other charges

Adjustments of prior year taxes

Valuation allowance against tax assets

State income taxes

Impact of foreign income taxed at different rates

Venezuela adjustment

Impact of U.S. tax reform

Undistributed foreign earnings

Other items, net

Total effective tax rate on continuing operations

Year Ended December 31

2019

2018

2017

21.0 %

21.0%

35.0%

(20.9)

13.0

(10.7)

(1.3)

0.8

—

(2.5)

(0.6)%

—

2.0
(16.2)
1.9
(3.0)
5.7
(2.6)
—
(0.1)
8.7%

—
(2.3)
(6.2)
1.7
(18.3)
36.6

113.0

3.8

2.5

165.8%

During the year ended December 31, 2019, we recorded a total income tax provision of $7 million on a pre-tax loss of
$1.1 billion, resulting in an effective tax rate of -0.6%. The effective tax rate for 2019 was primarily impacted by a $291 million
tax benefit associated with the $2.5 billion of impairments and other charges recognized during the year, which primarily
consisted of the tax effects of impairment charges taxed at various rates, offset by valuation allowances on deferred tax assets
associated with market conditions that negatively impacted our business during the year. See Note 2 for further information.
Our 2019 effective tax rate was also impacted by certain discrete tax adjustments related to prior year taxes, offset by additional
valuation allowances recorded on deferred tax assets.

HAL 2019 FORM 10-K | 55

The primary components of our deferred tax assets and liabilities were as follows:

Item 8 | Notes to Consolidated Financial Statements

Millions of dollars
Gross deferred tax assets:

Net operating loss carryforwards
Foreign tax credit carryforwards
Research and development tax credit carryforwards
Employee compensation and benefits
Accrued liabilities
Other

Total gross deferred tax assets
Gross deferred tax liabilities:

Depreciation and amortization
Operating lease right-of-use assets
Undistributed foreign earnings
Other

Total gross deferred tax liabilities
Valuation allowances
Net deferred income tax asset

December 31

2019

2018

1,301 $
877
198
215
316
382
3,289

373
109
2
56
540
1,082
1,667 $

1,466
728
139
242
101
265
2,941

635
—
2
64
701
913
1,327

At December 31, 2019, we had $1.5 billion of domestic and foreign tax-effected net operating loss carryforwards, with

approximately $200 million estimated to be utilized against our unrecognized tax benefits. The ultimate realization of these
deferred tax assets depends on the ability to generate sufficient taxable income in the appropriate taxing jurisdiction. $157
million of the net operating loss carryforwards will expire after taxable years ended from 2020 through 2024, $219 million will
expire after taxable years ended from 2025 through 2029, and $755 million will expire after taxable years ended from 2030
through 2040. The remaining balance will not expire. Additionally, we had $967 million of foreign tax credit carryforwards that
will expire from 2025 through 2029, which are offset by foreign branch deferred activity reflected in the above table, along with
$198 million of research and development tax credit carryforwards that will expire from 2030 through 2040. During the year
ended December 31, 2019, we increased our valuation allowance on deferred tax assets by $169 million related to $85 million
associated with foreign deferred tax assets and $84 million associated with foreign tax credits.

In accordance with the Tax Cuts and Jobs Act of 2017, a company’s foreign earnings accumulated under the legacy tax

laws are deemed to be repatriated into the United States. We have provided federal and state income tax related to this deemed
repatriation. We have not provided incremental United States income taxes and foreign withholding taxes on undistributed
earnings of foreign subsidiaries as of December 31, 2019. The Company generally does not provide for taxes related to its
undistributed earnings because such earnings either would not be taxable when remitted or they are considered to be
indefinitely reinvested.

HAL 2019 FORM 10-K | 56

The following table presents a rollforward of our unrecognized tax benefits and associated interest and penalties.

Item 8 | Notes to Consolidated Financial Statements

Millions of dollars
Balance at January 1, 2017
Change in prior year tax positions
Change in current year tax positions
Cash settlements with taxing authorities
Lapse of statute of limitations
Balance at December 31, 2017
Change in prior year tax positions
Change in current year tax positions
Cash settlements with taxing authorities
Lapse of statute of limitations
Balance at December 31, 2018
Change in prior year tax positions
Change in current year tax positions
Cash settlements with taxing authorities
Lapse of statute of limitations
Balance at December 31, 2019

Unrecognized
Tax Benefits

Interest
and Penalties

427
(108)
24
(6)
(4)
333
32
63
(7)
(4)
417 (a)

25
29
(4)
(42)
425 (a)(b) $

61
—
2
—
(3)
60
11
—
(2)
(2)
67
11
—
—
(8)
70

(a)

(b)

Includes $25 million as of December 31, 2019 and $18 million as of December 31, 2018 in foreign unrecognized tax benefits that would give rise to
a United States tax credit. As of December 31, 2019 and December 31, 2018, a net $271 million and $399 million without a net operating loss
carryforward offset, respectively, of unrecognized tax benefits would positively impact the effective tax rate and be recognized as additional tax
benefits in our statement of operations if resolved in our favor.
Includes $30 million that could be resolved within the next 12 months.

We file income tax returns in the United States federal jurisdiction and in various states and foreign jurisdictions. In
most cases, we are no longer subject to state, local, or non-United States income tax examination by tax authorities for years
before 2009. Tax filings of our subsidiaries, unconsolidated affiliates and related entities are routinely examined in the normal
course of business by tax authorities. Currently, our United States federal tax filings for the tax years 2016 through 2018 are
under review by the Internal Revenue Service (IRS). Tax years 2012 through 2015 have been closed by exam and approved by
Joint Committee. Amended tax returns filed for tax years 2008 through 2011 are under review by the IRS.

Note 12. Shareholders’ Equity

Shares of common stock
The following table summarizes total shares of common stock outstanding:

Millions of shares

Issued
In treasury

Total shares of common stock outstanding

December 31

2019

2018

1,068
(190)
878

1,069
(198)
871

Our Board of Directors has authorized a program to repurchase a specified dollar amount of our common stock from

time to time. The program does not require a specific number of shares to be purchased and the program may be effected
through solicited or unsolicited transactions in the market or in privately negotiated transactions. The program may be
terminated or suspended at any time. During the year ended December 31, 2019 we repurchased approximately 4.5 million
shares of our common stock for a total cost of $100 million. There were 10.5 million repurchases made under the program
during the year ended December 31, 2018. Approximately $5.2 billion remained authorized for repurchases as of December 31,
2019. From the inception of this program in February 2006 through December 31, 2019, we repurchased approximately 217
million shares of our common stock for a total cost of approximately $8.9 billion.

Preferred stock
Our preferred stock consists of five million total authorized shares at December 31, 2019, of which none are issued.

HAL 2019 FORM 10-K | 57

Item 8 | Notes to Consolidated Financial Statements

Accumulated other comprehensive loss
Accumulated other comprehensive loss consisted of the following:

Millions of dollars

Defined benefit and other postretirement liability adjustments (a)

Cumulative translation adjustment

Other

Total accumulated other comprehensive loss

December 31

2019

2018

(214) $
(82)
(66)
(362) $

(203)
(82)
(70)
(355)

(a) Included net actuarial losses for our international pension plans of $189 million at December 31, 2019 and $184 million at December 31,
2018.

Note 13. Stock-based Compensation

The following table summarizes stock-based compensation costs for the years ended December 31, 2019, 2018 and

2017.

Millions of dollars

Stock-based compensation cost

Tax benefit

Stock-based compensation cost, net of tax

Year Ended December 31

2019

2018

2017

257 $
(48)
209 $

274 $
(51)
223 $

290
(64)
226

Our Stock and Incentive Plan, as amended (Stock Plan), provides for the grant of any or all of the following types of

stock-based awards:

- stock options, including incentive stock options and nonqualified stock options;
- restricted stock awards;
- restricted stock unit awards;
- stock appreciation rights; and
- stock value equivalent awards.

There are currently no stock appreciation rights, stock value equivalent awards, or incentive stock options outstanding.

Under the terms of the Stock Plan, approximately 231 million shares of common stock have been reserved for issuance to
employees and non-employee directors. At December 31, 2019, approximately 17 million shares were available for future
grants under the Stock Plan. The stock to be offered pursuant to the grant of an award under the Stock Plan may be authorized
but unissued common shares or treasury shares.

In addition to the provisions of the Stock Plan, we also have stock-based compensation provisions under our Restricted

Stock Plan for Non-Employee Directors and our Employee Stock Purchase Plan (ESPP).

Each of the active stock-based compensation arrangements is discussed below.

Stock options
The majority of our options are generally issued during the second quarter of the year. All stock options under the

Stock Plan are granted at the fair market value of our common stock at the grant date. Employee stock options generally vest
ratably over a period of three years and expire 10 years from the grant date. Compensation expense for stock options is
generally recognized on a straight line basis over the entire vesting period.

HAL 2019 FORM 10-K | 58

The following table represents our stock options activity during 2019.

Item 8 | Notes to Consolidated Financial Statements

Outstanding at January 1, 2019

Granted

Exercised

Forfeited/expired

Outstanding at December 31, 2019

Exercisable at December 31, 2019

Number
of Shares
(in millions)

Weighted
Average
Exercise
Price
per Share

Weighted
Average
Remaining
Contractual
Term (years)

Aggregate
Intrinsic
Value
(in millions)

21.2 $

5.4
(0.2)
(1.1)
25.3 $

17.6 $

45.44

25.46

21.30

40.71

41.58

45.56

5.9 $

4.6 $

—

The total intrinsic value of options exercised was $2 million in 2019, $25 million in 2018 and $21 million in 2017. As

of December 31, 2019, there was $37 million of unrecognized compensation cost, net of estimated forfeitures, related to
nonvested stock options, which is expected to be recognized over a weighted average period of approximately two years.

Cash received from issuance of common stock was $118 million during 2019, $195 million during 2018 and $158
million during 2017, of which $6 million, $88 million and $53 million related to proceeds from exercises of stock options in
2019, 2018 and 2017, respectively. The remainder relates to cash proceeds from the issuance of shares related to our employee
stock purchase plan.

The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. The
expected volatility of options granted was a blended rate based upon implied volatility calculated on actively traded options on
our common stock and upon the historical volatility of our common stock. The expected term of options granted was based
upon historical observation of actual time elapsed between date of grant and exercise of options for all employees. The
assumptions and resulting fair values of options granted were as follows:

Expected term (in years)

Expected volatility

Expected dividend yield

Risk-free interest rate

Year Ended December 31

2019

5.31

31%

2018

5.27

28%

2017

5.24

32%

2.25 - 3.88% 1.37 - 2.29% 1.28 - 1.72%

1.35 - 2.51% 2.27 - 2.84% 1.79 - 2.14%

Weighted average grant-date fair value per share

$5.91

$11.56

$13.11

Restricted stock
Restricted shares issued under the Stock Plan are restricted as to sale or disposition. These restrictions lapse

periodically generally over a period of five years. Restrictions may also lapse for early retirement and other conditions in
accordance with our established policies. Upon termination of employment, shares on which restrictions have not lapsed must
be returned to us, resulting in restricted stock forfeitures. The fair market value of the stock on the date of grant is amortized
and charged to income on a straight-line basis over the requisite service period for the entire award.

HAL 2019 FORM 10-K | 59

The following table represents our restricted stock awards and restricted stock units granted, vested and forfeited

during 2019.

Item 8 | Notes to Consolidated Financial Statements

Nonvested shares at January 1, 2019

Granted

Vested

Forfeited

Nonvested shares at December 31, 2019

Number of
Shares
(in millions)

Weighted
Average
Grant-Date Fair
Value per Share

14.4 $

9.8
(4.7)
(1.4)
18.1 $

46.01

24.75

46.91

40.34

34.72

The weighted average grant-date fair value of shares granted was $24.75 during 2019, $47.43 during 2018 and $45.99

during 2017. The total fair value of shares vested was $107 million during 2019, $219 million during 2018, and $204 million
during 2017. As of December 31, 2019, there was $427 million of unrecognized compensation cost, net of estimated forfeitures,
related to nonvested restricted stock, which is expected to be recognized over a weighted average period of three years.

Employee Stock Purchase Plan
Under the ESPP, eligible employees may have up to 10% of their earnings withheld, subject to some limitations, to be
used to purchase shares of our common stock. The ESPP contains four three-month offering periods commencing on January 1,
April 1, July 1 and October 1 of each year. The price at which common stock may be purchased under the ESPP is equal to 85%
of the lower of the fair market value of the common stock on the commencement date or last trading day of each offering
period. Effective January 1, 2020, this purchase price threshold was changed from 85% to 90%. Under the ESPP, 74 million
shares of common stock have been reserved for issuance, of which 54 million shares have been sold through the ESPP since the
inception of the plan through December 31, 2019 and 20 million shares are available for future issuance. The stock to be
offered may be authorized but unissued common shares or treasury shares.

The fair value of ESPP shares was estimated using the Black-Scholes option pricing model. The expected volatility

was a one-year historical volatility of our common stock. The assumptions and resulting fair values were as follows:

Expected volatility

Expected dividend yield

Risk-free interest rate

34%

3.06%

2.20%

25%

1.62%

1.92%

Weighted average grant-date fair value per share

5.22

8.86

29%

1.51%

0.86%

9.95

Year Ended December 31

2019

2018

2017

HAL 2019 FORM 10-K | 60

Item 8 | Notes to Consolidated Financial Statements

Note 14. Income per Share

Basic income or loss per share is based on the weighted average number of common shares outstanding during the
period. Diluted income per share includes additional common shares that would have been outstanding if potential common
shares with a dilutive effect had been issued. Antidilutive securities represent potentially dilutive securities which are excluded
from the computation of diluted income or loss per share as their impact was antidilutive.

A reconciliation of the number of shares used for the basic and diluted income per share computations is as follows:

Millions of shares

Basic weighted average common shares outstanding

Dilutive effect of awards granted under our stock incentive plans

Diluted weighted average common shares outstanding

Antidilutive shares:

Options with exercise price greater than the average market price

Options which are antidilutive due to net loss position
Total antidilutive shares

Year Ended December 31

2019

2018

2017

875

—

875

1
25

875

877

—
14

870

—

870

2
8

Note 15. Financial Instruments and Risk Management

The carrying amount of cash and equivalents, receivables and accounts payable, as reflected in the consolidated

balance sheets, approximates fair value due to the short maturities of these instruments.

The carrying amount and fair value of our total debt, including short-term borrowings and current maturities of long

term debt, is as follows:

Millions of dollars

Level 1

December 31, 2019
Total fair
value

Level 2

Carrying
value

Level 1

December 31, 2018
Total fair
value

Level 2

Carrying
value

Total debt

11,093 $

868 $

11,961 $

10,327

6,726 $

4,041 $

10,767 $

10,344

Our debt categorized within level 1 on the fair value hierarchy is calculated using quoted prices in active markets for

identical liabilities with transactions occurring on the last two days of period-end. Our debt categorized within level 2 on the
fair value hierarchy is calculated using significant observable inputs for similar liabilities where estimated values are
determined from observable data points on our other bonds and on other similarly rated corporate debt or from observable data
points of transactions occurring prior to two days from period-end and adjusting for changes in market conditions. Differences
between the periods presented in our level 1 and level 2 classification of our long-term debt relate to the timing of when
transactions are executed. We have no debt categorized within level 3 on the fair value hierarchy based on unobservable inputs.

We are exposed to market risk from changes in foreign currency exchange rates and interest rates. We selectively
manage these exposures through the use of derivative instruments, including forward foreign exchange contracts, foreign
exchange options and interest rate swaps. The objective of our risk management strategy is to minimize the volatility from
fluctuations in foreign currency and interest rates. We do not use derivative instruments for trading purposes. The fair value of
our forward contracts, options and interest rate swaps was not material as of December 31, 2019 or December 31, 2018. The
counterparties to our derivatives are primarily global commercial and investment banks.

HAL 2019 FORM 10-K | 61

Item 8 | Notes to Consolidated Financial Statements

Foreign currency exchange risk
We have operations in many international locations and are involved in transactions denominated in currencies other
than the United States dollar, our functional currency, which exposes us to foreign currency exchange rate risk. Techniques in
managing foreign currency exchange risk include, but are not limited to, foreign currency borrowing and investing and the use
of currency exchange instruments. We attempt to selectively manage significant exposures to potential foreign currency
exchange losses based on current market conditions, future operating activities and the associated cost in relation to the
perceived risk of loss. The purpose of our foreign currency risk management activities is to minimize the risk that our cash
flows from the purchase and sale of products and services in foreign currencies will be adversely affected by changes in
exchange rates.

We use forward contracts and options to manage our exposure to fluctuations in the currencies of certain countries in
which we do business internationally. These instruments are not treated as hedges for accounting purposes, generally have an
expiration date of one year or less and are not exchange traded. While these instruments are subject to fluctuations in value, the
fluctuations are generally offset by the value of the underlying exposures being managed. The use of some of these instruments
may limit our ability to benefit from favorable fluctuations in foreign currency exchange rates.

Derivatives are not utilized to manage exposures in some currencies due primarily to the lack of available markets or
cost considerations (non-traded currencies). We attempt to manage our working capital position to minimize foreign currency
exposure in non-traded currencies and recognize that pricing for the services and products offered in these countries should
account for the cost of exchange rate devaluations. We have historically incurred transaction losses in non-traded currencies.

The notional amounts of open foreign exchange derivatives were $513 million at December 31, 2019 and $591 million
at December 31, 2018. The notional amounts of these instruments do not generally represent amounts exchanged by the parties,
and thus are not a measure of our exposure or of the cash requirements related to these contracts. The fair value of our foreign
exchange derivatives as of December 31, 2019 and December 31, 2018 is included in “Other current assets” in our consolidated
balance sheets and was immaterial. The fair value of these instruments is categorized within level 2 on the fair value hierarchy
and was determined using a market approach with certain inputs, such as notional amounts hedged, exchange rates, and other
terms of the contracts that are observable in the market or can be derived from or corroborated by observable data.

Interest rate risk
We are subject to interest rate risk on our existing long-term debt. Our short-term borrowings do not give rise to
significant interest rate risk due to their short-term nature. We had fixed rate long-term debt totaling $10.3 billion at both
December 31, 2019 and December 31, 2018. We maintain an interest rate management strategy that is intended to mitigate the
exposure to changes in interest rates in the aggregate for our debt portfolio. We use interest rate swaps to effectively convert a
portion of our fixed rate debt to floating LIBOR-based rates. Our interest rate swaps, which expire when the underlying debt
matures, are designated as fair value hedges of the underlying debt and are determined to be highly effective. These derivative
instruments are marked to market with gains and losses recognized currently in interest expense to offset the respective gains
and losses recognized on changes in the fair value of the hedged debt.

As of December 31, 2019, we had an interest rate swap relating to one of our debt instruments with a total notional

amount of $100 million. The fair value of this interest rate swap as of December 31, 2019 and December 31, 2018 is included
in “Other assets” in our consolidated balance sheets and was immaterial. The fair value of this interest rate swap is categorized
within level 2 on the fair value hierarchy and was determined using a market approach with inputs, such as the notional amount,
LIBOR rate spread and settlement terms that are observable in the market or can be derived from or corroborated by observable
data.

Credit risk
Financial instruments that potentially subject us to concentrations of credit risk are primarily cash equivalents and

trade receivables. It is our practice to place our cash equivalents in high quality investments with various institutions. Our trade
receivables are from a broad and diverse group of customers and are generally not collateralized. As of December 31, 2019,
36% of our net trade receivables were from customers in the United States. As of December 31, 2018, 43% of our net trade
receivables were from customers in the United States. We maintain an allowance for bad debts based upon several factors,
including historical collection experience, current aging status of the customer accounts and financial condition of our
customers. See Note 5 for further information.

We do not have any significant concentrations of credit risk with any individual counterparty to our derivative
contracts. We select counterparties to those contracts based on our belief that each counterparty’s profitability, balance sheet and
capacity for timely payment of financial commitments is unlikely to be materially adversely affected by foreseeable events.

HAL 2019 FORM 10-K | 62

Item 8 | Notes to Consolidated Financial Statements

Note 16. Retirement Plans

Our company and subsidiaries have various plans that cover a significant number of our employees. These plans

include defined contribution plans, defined benefit plans and other postretirement plans:

- our defined contribution plans provide retirement benefits in return for services rendered. These plans provide an

individual account for each participant and have terms that specify how contributions to the participant’s account are
to be determined rather than the amount of pension benefits the participant is to receive. Contributions to these plans
are based on a percentage of pre-tax income, after-tax income, or discretionary amounts determined on an annual
basis. Our expense for the defined contribution plans for continuing operations totaled $206 million in 2019, $193
million in 2018 and $173 million in 2017.

- our defined benefit plans, which include both funded and unfunded pension plans, define an amount of pension

benefit to be provided, usually as a function of age, years of service and/or compensation. The unfunded obligations
and net periodic benefit cost of our United States defined benefit plans were not material for the periods presented;
and

- our postretirement plans other than pensions are offered to specific eligible employees. The accumulated benefit

obligations and net periodic benefit cost for these plans were not material for the periods presented.

Funded status
For our international pension plans, at December 31, 2019, the projected benefit obligation was $1.1 billion and the

fair value of plan assets was $1.0 billion, which resulted in an unfunded obligation of $111 million. At December 31, 2018, the
projected benefit obligation was $951 million and the fair value of plan assets was $832 million, which resulted in an unfunded
obligation of $119 million. The accumulated benefit obligation for our international plans was $1.0 billion at December 31,
2019 and $878 million at December 31, 2018.

The following table presents additional information about our international pension plans.

Millions of dollars
Amounts recognized on the Consolidated Balance Sheets
Other Assets
Accrued employee compensation and benefits
Employee compensation and benefits
Pension plans in which projected benefit obligation exceeded plan assets
Projected benefit obligation
Fair value of plan assets
Pension plans in which accumulated benefit obligation exceeded plan assets
Accumulated benefit obligation
Fair value of plan assets

December 31

2019

2018

85 $
7
189

214 $
18

121 $
18

39
8
150

176
18

105
18

Fair value measurements of plan assets
The fair value of our plan assets categorized within level 1 on the fair value hierarchy is based on quoted prices in
active markets for identical assets. The fair value of our plan assets categorized within level 2 on the fair value hierarchy is
based on significant observable inputs for similar assets. The fair value of our plan assets categorized within level 3 on the fair
value hierarchy is based on significant unobservable inputs.

HAL 2019 FORM 10-K | 63

The following table sets forth the fair values of assets held by our international pension plans by level within the fair

Item 8 | Notes to Consolidated Financial Statements

value hierarchy.

Millions of dollars
Cash and equivalents
Equity funds (b)
Bond funds (c)
Alternatives funds (d)
Real estate funds (e)
Other investments (f)
Fair value of plan assets at December 31, 2019

Cash and equivalents

Equity funds (b)

Bond funds (c)

Alternatives funds (d)

Real estate funds (e)

Other investments (f)

Level 1

Level 2

Level 3

Net Asset
Value (a)

Total

— $
—
—
—
—
6
6 $

— $

—

151 $
118
292
—
74
21
656 $

12 $

137

267

—

— $
—
—
—
—
15
15 $

— $

—

— $
—
99
197
29
—
325 $

— $

—

209

—

151
118
391
197
103
42
1,002

137

324

209

108

832

Fair value of plan assets at December 31, 2018

6 $

517 $

36 $

273 $

(a) Represents investments measured at fair value using the Net Asset Value (NAV) per share practical expedient and thus has not been categorized in the fair
value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of our
international pension plans assets.
(b) Strategy of equity funds is to invest in diversified funds of global common stocks.
(c) Strategy of bond funds is to invest in diversified funds of fixed income securities of varying geographies and credit quality.
(d) Strategy of alternative funds is to invest in a fund of diversifying investments, including but not limited to reinsurance, commodities and currencies.
(e) Strategy of real estate funds is to invest in diversified funds of real estate investment trusts and private real estate.
(f) Other investments primarily includes investments in insurance contracts.

Risk management practices for these plans include diversification by issuer, industry and geography, as well as the use

of multiple asset classes and investment managers within each asset class. Our investment strategy for our United Kingdom
pension plan, which constituted 79% of our international pension plans’ projected benefit obligation at December 31, 2019 and
is no longer accruing service benefits, aims to achieve full funding of the benefit obligation, with the plan's assets increasingly
composed of investments whose cash flows match the projected liabilities of the plan.

Net periodic benefit cost
Net periodic benefit cost for our international pension plans was $23 million in 2019, $32 million in 2018 and $30

million in 2017.

Actuarial assumptions
Certain weighted-average actuarial assumptions used to determine benefit obligations of our international pension

plans at December 31 were as follows:

Discount rate
Rate of compensation increase

2019
2.5%
6.0%

2018
3.3%
5.8%

Certain weighted-average actuarial assumptions used to determine net periodic benefit cost of our international

pension plans for the years ended December 31 were as follows:

Discount rate
Expected long-term return on plan assets
Rate of compensation increase

2019
3.3%
4.4%
5.8%

2018
2.8%
4.1%
5.5%

2017
2.9%
4.2%
4.8%

HAL 2019 FORM 10-K | 64

Item 8 | Notes to Consolidated Financial Statements

Assumed long-term rates of return on plan assets, discount rates for estimating benefit obligations and rates of
compensation increases vary by plan according to local economic conditions. Where possible, discount rates were determined
based on the prevailing market rates of a portfolio of high-quality debt instruments with maturities matching the expected
timing of the payment of the benefit obligations. Expected long-term rates of return on plan assets were determined based upon
an evaluation of our plan assets and historical trends and experience, taking into account current and expected market
conditions.

Other information
Contributions. Funding requirements for each plan are determined based on the local laws of the country where such

plan resides. In certain countries the funding requirements are mandatory, while in other countries they are discretionary. We
currently expect to contribute $17 million to our international pension plans in 2020.

Benefit payments. Expected benefit payments over the next 10 years for our international pension plans are as follows:
$42 million in 2020, $43 million in 2021, $47 million in 2022, $49 million in 2023, $53 million in 2024 and an aggregate $320
million in years 2025 through 2029.

Note 17. New Accounting Pronouncements

Standards adopted in 2019

Leases
Effective January 1, 2019, we adopted an accounting standard update issued by the Financial Accounting Standards

Board (FASB) related to accounting for leases, which requires lessees to record assets and liabilities that arise for all leases on
their balance sheet and expanded financial statement disclosures for both lessees and lessors. We adopted this standard using
the optional modified retrospective transition method. As such, the comparative financial information has not been restated and
continues to be reported under the lease standard in effect during those periods. We also elected other practical expedients
provided by the new standard, including the package of practical expedients, the short-term lease recognition practical
expedient in which leases with a term of 12 months or less are not recognized on the balance sheet, and the practical expedient
to not separate lease and non-lease components for the majority of our leases. The adoption of this standard resulted in the
recognition of approximately $1.0 billion of operating lease right-of-use assets and operating lease liabilities on our balance
sheet as of January 1, 2019. Additionally, capital leases have been reclassified on our consolidated balance sheets as of
December 31, 2018 to conform to current period presentation. This consisted of $88 million reclassified from property, plant
and equipment to other assets and $109 million reclassified from long-term debt to other liabilities. The adoption of this
standard did not materially impact our consolidated statements of operations for the year ended December 31, 2019. See Note 6
for further information about the new lease standard and our expanded lease disclosures.

HAL 2019 FORM 10-K | 65

Item 8 | Quarterly Financial Data

HALLIBURTON COMPANY
Quarterly Financial Data
(Unaudited)

Quarter

Millions of dollars except per share data

First

Second

Third

Fourth

Year

2019

Revenue

Operating income (loss)

Net income (loss)

Net income (loss) attributable to company

Basic and diluted net income (loss) per share

Cash dividends paid per share
2018

Revenue

Operating income

Net income

Net income attributable to company

Basic and diluted net income per share

Cash dividends paid per share

$ 5,737 $ 5,930 $ 5,550 $

365

152

0.17

0.18

303

0.09

0.18

536

296

295

0.34

0.18

5,191 $
(1,652)
(1,654)
(1,653)
(1.88)
0.18

22,408
(448)
(1,129)
(1,131)
(1.29)
0.72

$ 5,740 $ 6,147 $ 6,172 $

5,936 $

23,995

354

0.05

0.18

789

508

511

0.58

0.18

716

434

435

0.50

0.18

608

668

664

0.76

0.18

2,467

1,657

1,656

1.89

0.72

Note: Results for 2019 include charges related to asset impairments and severance costs. See Note 2 for further information. Results for the first quarter of 2018 include
charges related to the write-down of our remaining investment in Venezuela.

HAL 2019 FORM 10-K | 66

Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9(a). Controls and Procedures.

In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under
the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of December 31, 2019 to provide reasonable assurance that information required to be disclosed in our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and
procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during the three months ended
December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

See page 35 for Management’s Report on Internal Control Over Financial Reporting and page 38 for Report of

Independent Registered Public Accounting Firm on its assessment of our internal control over financial reporting.

Item 9(b). Other Information.

None.

HAL 2019 FORM 10-K | 67

Item 10 | Directors, Executive Officers and Corporate Governance

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required for the directors of the Registrant is incorporated by reference to the Halliburton Company

Proxy Statement for our 2020 Annual Meeting of Shareholders (File No. 001-03492) under the captions “Election of Directors”
and “Involvement in Certain Legal Proceedings.” The information required for the executive officers of the Registrant is
included under Part I on pages 6 through 7 of this annual report. The information required for a delinquent form required under
Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the Halliburton Company Proxy Statement
for our 2020 Annual Meeting of Shareholders (File No. 001-03492) under the caption “Delinquent Section 16(a) Reports,” to
the extent any disclosure is required. The information for our code of ethics is incorporated by reference to the Halliburton
Company Proxy Statement for our 2020 Annual Meeting of Shareholders (File No. 001-03492) under the caption “Corporate
Governance.” The information regarding our Audit Committee and the independence of its members, along with information
about the audit committee financial expert(s) serving on the Audit Committee, is incorporated by reference to the Halliburton
Company Proxy Statement for our 2020 Annual Meeting of Shareholders (File No. 001-03492) under the caption “The Board of
Directors and Standing Committees of Directors.”

Item 11. Executive Compensation.

This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual

Meeting of Shareholders (File No. 001-03492) under the captions “Compensation Discussion and Analysis,” “Compensation
Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal 2019,” “Outstanding Equity
Awards at Fiscal Year End 2019,” “2019 Option Exercises and Stock Vested,” “2019 Nonqualified Deferred Compensation,”
“Employment Contracts and Change-in-Control Arrangements,” “Post-Termination or Change-in-Control Payments,” “Equity
Compensation Plan Information” and “Directors’ Compensation.”

Item 12(a). Security Ownership of Certain Beneficial Owners.

This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual

Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and
Management.”

Item 12(b). Security Ownership of Management.

This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual

Meeting of Shareholders (File No. 001-03492) under the caption “Stock Ownership of Certain Beneficial Owners and
Management.”

Item 12(c). Changes in Control.
Not applicable.

Item 12(d). Securities Authorized for Issuance Under Equity Compensation Plans.

This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual

Meeting of Shareholders (File No. 001-03492) under the caption “Equity Compensation Plan Information.”

Item 13. Certain Relationships and Related Transactions, and Director Independence.

This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual
Meeting of Shareholders (File No. 001-03492) under the caption “Corporate Governance” to the extent any disclosure is
required and under the caption “The Board of Directors and Standing Committees of Directors.”

Item 14. Principal Accounting Fees and Services.

This information is incorporated by reference to the Halliburton Company Proxy Statement for our 2020 Annual

Meeting of Shareholders (File No. 001-03492) under the caption “Fees Paid to KPMG LLP.”

HAL 2019 FORM 10-K | 68

PART IV

Item 15. Exhibits.

Item 15 | Exhibits

Financial Statements:

The reports of the Independent Registered Public Accounting Firm and the financial statements of Halliburton
Company are included within Part II, Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules:

The schedules listed in Rule 5-04 of Regulation S-X (17 CFR 210.5-04) have been omitted because they are
not applicable or the required information is shown in the consolidated financial statements or notes thereto.

Exhibits:

Exhibit
Number

Exhibits

3.1

3.2

4.1

4.2

4.3

4.4

4.5

Restated Certificate of Incorporation of Halliburton Company filed with the Secretary of State of Delaware
on May 30, 2006 (incorporated by reference to Exhibit 3.1 to Halliburton’s Form 8-K filed June 5, 2006, File
No. 001-03492).

By-laws of Halliburton Company revised effective December 7, 2017 (incorporated by reference to Exhibit
3.1 to Halliburton’s Form 8-K filed December 12, 2017, File No. 001-03492).

Form of debt security of 8.75% Debentures due February 12, 2021 (incorporated by reference to Exhibit 4(a)
to the Form 8-K of Halliburton Company, now known as Halliburton Energy Services, Inc. (the Predecessor),
dated as of February 20, 1991, File No. 001-03492).

Senior Indenture dated as of January 2, 1991 between the Predecessor and The Bank of New York Trust
Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee (incorporated by
reference to Exhibit 4(b) to the Predecessor’s Registration Statement on Form S-3 (Registration No.
33-38394) originally filed with the Securities and Exchange Commission on December 21, 1990), as
supplemented and amended by the First Supplemental Indenture dated as of December 12, 1996 among the
Predecessor, Halliburton and the Trustee (incorporated by reference to Exhibit 4.1 of Halliburton’s
Registration Statement on Form 8-B dated December 12, 1996, File No. 001-03492).

Resolutions of the Predecessor’s Board of Directors adopted at a meeting held on February 11, 1991 and of
the special pricing committee of the Board of Directors of the Predecessor adopted at a meeting held on
February 11, 1991 and the special pricing committee’s consent in lieu of meeting dated February 12, 1991
(incorporated by reference to Exhibit 4(c) to the Predecessor’s Form 8-K dated as of February 20, 1991, File
No. 001-03492).

Second Senior Indenture dated as of December 1, 1996 between the Predecessor and The Bank of New York
Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, as
supplemented and amended by the First Supplemental Indenture dated as of December 5, 1996 between the
Predecessor and the Trustee and the Second Supplemental Indenture dated as of December 12, 1996 among
the Predecessor, Halliburton and the Trustee (incorporated by reference to Exhibit 4.2 of Halliburton’s
Registration Statement on Form 8-B dated December 12, 1996, File No. 001-03492).

Third Supplemental Indenture dated as of August 1, 1997 between Halliburton and The Bank of New York
Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, to the Second
Senior Indenture dated as of December 1, 1996 (incorporated by reference to Exhibit 4.7 to Halliburton’s
Form 10-K for the year ended December 31, 1998, File No. 001-03492).

HAL 2019 FORM 10-K | 69

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

Item 15 | Exhibits

Fourth Supplemental Indenture dated as of September 29, 1998 between Halliburton and The Bank of New
York Trust Company, N.A. (as successor to Texas Commerce Bank National Association), as Trustee, to the
Second Senior Indenture dated as of December 1, 1996 (incorporated by reference to Exhibit 4.8 to
Halliburton’s Form 10-K for the year ended December 31, 1998, File No. 001-03492).

Resolutions of Halliburton’s Board of Directors adopted by unanimous consent dated December 5, 1996
(incorporated by reference to Exhibit 4(g) of Halliburton’s Form 10-K for the year ended December 31, 1996,
File No. 001-03492).

Form of debt security of 6.75% Notes due February 1, 2027 (incorporated by reference to Exhibit 4.1 to
Halliburton’s Form 8-K dated as of February 11, 1997, File No. 001-03492).

Copies of instruments that define the rights of holders of miscellaneous long-term notes of Halliburton
Company and its subsidiaries have not been filed with the Commission. Halliburton Company agrees to
furnish copies of these instruments upon request.

Form of Indenture dated as of April 18, 1996 between Dresser and The Bank of New York Trust Company,
N.A. (as successor to Texas Commerce Bank National Association), as Trustee (incorporated by reference to
Exhibit 4 to Dresser’s Registration Statement on Form S-3/A filed on April 19, 1996, Registration No.
333-01303), as supplemented and amended by Form of First Supplemental Indenture dated as of August 6,
1996 between Dresser and The Bank of New York Trust Company, N.A. (as successor to Texas Commerce
Bank National Association), Trustee, for 7.60% Debentures due 2096 (incorporated by reference to Exhibit
4.1 to Dresser’s Form 8-K filed on August 9, 1996, File No. 1-4003).

Second Supplemental Indenture dated as of October 27, 2003 between DII Industries, LLC and The Bank of
New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Indenture dated as
of April 18, 1996 (incorporated by reference to Exhibit 4.15 to Halliburton’s Form 10-K for the year ended
December 31, 2003, File No. 001-03492).

Third Supplemental Indenture dated as of December 12, 2003 among DII Industries, LLC, Halliburton
Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as
Trustee, to the Indenture dated as of April 18, 1996, (incorporated by reference to Exhibit 4.16 to
Halliburton’s Form 10-K for the year ended December 31, 2003, File No. 001-03492).

Indenture dated as of October 17, 2003 between Halliburton Company and The Bank of New York Trust
Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (incorporated by reference to Exhibit 4.1
to Halliburton’s Form 10-Q for the quarter ended September 30, 2003, File No. 001-03492).

Second Supplemental Indenture dated as of December 15, 2003 between Halliburton Company and The Bank
of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee, to the Senior
Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.27 to Halliburton’s Form 10-K
for the year ended December 31, 2003, File No. 001-03492).

4.15

Form of note of 7.6% debentures due 2096 (included as Exhibit A to Exhibit 4.14 above).

4.16

Fourth Supplemental Indenture, dated as of September 12, 2008, between Halliburton Company and The
Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior
Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K
filed September 12, 2008, File No. 001-03492).

4.17

Form of Global Note for Halliburton’s 6.70% Senior Notes due 2038 (included as part of Exhibit 4.16).

4.18

Fifth Supplemental Indenture, dated as of March 13, 2009, between Halliburton Company and The Bank of
New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior
Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K
filed March 13, 2009, File No. 001-03492).

HAL 2019 FORM 10-K | 70

Item 15 | Exhibits

4.19

Form of Global Note for Halliburton’s 7.45% Senior Notes due 2039 (included as part of Exhibit 4.18).

4.20

Sixth Supplemental Indenture, dated as of November 14, 2011, between Halliburton Company and The Bank
of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, to the Senior
Indenture dated as of October 17, 2003 (incorporated by reference to Exhibit 4.2 to Halliburton’s Form 8-K
filed November 14, 2011, File No. 001-03492).

4.21

Form of Global Note for Halliburton’s 3.25% Senior Notes due 2021 (included as part of Exhibit 4.20).

4.22

Form of Global Note for Halliburton’s 4.50% Senior Notes due 2041 (included as part of Exhibit 4.20).

4.23

4.24

4.25

4.26

4.27

4.28

4.29

Seventh Supplemental Indenture, dated as of August 5, 2013, between Halliburton Company and The Bank of
New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (incorporated by
reference to Exhibit 4.2 of Halliburton’s Form 8-K filed August 5, 2013, File No. 001-03492).

Form of Global Note for Halliburton’s 3.50% Senior Notes due 2023 (included as part of Exhibit 4.23).

Form of Global Note for Halliburton’s 4.75% Senior Notes due 2043 (included as part of Exhibit 4.23).

Eighth Supplemental Indenture, dated as of November 13, 2015, between Halliburton Company and The
Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (incorporated
by reference to Exhibit 4.2 to Halliburton’s Form 8-K filed November 13, 2015, File No. 001-03492).

Form of Global Note for Halliburton’s 3.800% Senior Notes due 2025 (included as part of Exhibit 4.26).

Form of Global Note for Halliburton’s 4.850% Senior Notes due 2035 (included as part of Exhibit 4.26).

Form of Global Note for Halliburton’s 5.000% Senior Notes due 2045 (included as part of Exhibit 4.26).

4.30

Description of Registrant's Securities.

10.1

10.2

Halliburton Company Restricted Stock Plan for Non-Employee Directors (incorporated by reference to
Appendix B of the Predecessor’s proxy statement dated March 23, 1993, File No. 001-03492).

Dresser Industries, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2000
(incorporated by reference to Exhibit 10.16 to Halliburton’s Form 10-K for the year ended December 31,
2000, File No. 001-03492).

†

10.3

ERISA Excess Benefit Plan for Dresser Industries, Inc., as amended and restated effective June 1, 1995
(incorporated by reference to Exhibit 10.7 to Dresser’s Form 10-K for the year ended October 31, 1995, File
No. 1-4003).

10.4

10.5

Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.1 to Halliburton’s
Form 8-K filed August 3, 2007, File No. 001-03492).

Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.2 to Halliburton’s
Form 8-K filed August 3, 2007, File No. 001-03492).

HAL 2019 FORM 10-K | 71

Item 15 | Exhibits

10.6

10.7

†

10.8

†

10.9

Form of Indemnification Agreement for Officers (first elected after January 1, 2013) (incorporated by
reference to Exhibit 10.2 to Halliburton's Form 10-Q for the quarter ended March 31, 2013, File No.
001-03492).

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. 001-03492).

Halliburton Company Pension Equalizer Plan, as amended and restated effective March 1, 2007 (incorporated
by reference to Exhibit 10.8 to Halliburton’s Form 10-Q for the quarter ended September 30, 2007, File No.
001-03492).

Halliburton Company Directors' Deferred Compensation Plan, as amended and restated effective May 16,
2012 (incorporated by reference to Exhibit 10.5 to Halliburton's Form 10-Q for the quarter ended June 30,
2012, File No. 001-03492).

†

10.10

Retirement Plan for the Directors of Halliburton Company, as amended and restated effective July 1, 2007
(incorporated by reference to Exhibit 10.10 to Halliburton’s Form 10-Q for the quarter ended September 30,
2007, File No. 001-03492).

†

10.11

Halliburton Company Employee Stock Purchase Plan, as amended and restated effective February 24, 2015
(incorporated by reference to Appendix C of Halliburton’s proxy statement filed April 7, 2015, File No.
001-03492).

†

10.12

First Amendment to the Retirement Plan for the Directors of Halliburton Company, effective September 1,
2007 (incorporated by reference to Exhibit 10.3 to Halliburton’s Form 10-Q for the quarter ended March 31,
2011, File No. 001-03492).

†

10.13

First Amendment to Restricted Stock Plan for Non-Employee Directors of Halliburton Company, effective
December 7, 2011 (incorporated by reference to Exhibit 10.41 to Halliburton’s Form 10-K for the year ended
December 31, 2011, File No. 001-03492).

†

10.14

†

10.15

Second Amendment to Restricted Stock Plan for Non-Employee Directors of Halliburton Company, effective
May 16, 2012 (incorporated by reference to Exhibit 10.4 to Halliburton's Form 10-Q for the quarter ended
June 30, 2012, File No. 001-03492).

Third Amendment to Restricted Stock Plan for Non-Employee Directors of Halliburton Company, effective
December 1, 2012 (incorporated by reference to Exhibit 10.44 to Halliburton’s Form 10-K for the year ended
December 31, 2012, File No. 001-03492).

†

10.16

First Amendment dated December 1, 2012 to Halliburton Company Directors' Deferred Compensation Plan,
as amended and restated effective May 16, 2012 (incorporated by reference to Exhibit 10.45 to Halliburton’s
Form 10-K for the year ended December 31, 2012, File No. 001-03492).

†

10.17

Executive Agreement (Myrtle L. Jones) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 10-
Q for the quarter ended March 31, 2013, File No. 001-03492).

10.18

10.19

10.20

Executive Agreement (Timothy McKeon) (incorporated by reference to Exhibit 10.49 to Halliburton’s Form
10-K for the year ended December 31, 2013, File No. 001-03492).

Executive Agreement (Charles E. Geer, Jr.) (incorporated by reference to Exhibit 10.2 to Halliburton’s Form
8-K filed December 9, 2014, File No. 001-03492).

Halliburton Annual Performance Pay Plan, as amended and restated effective January 1, 2019) (incorporated
by reference to Exhibit 10.7 to Halliburton's Form 10-Q for the quarter ended June 30, 2019, File No.
001-03492).

HAL 2019 FORM 10-K | 72

Item 15 | Exhibits

†

10.21

10.22

Form of Non-Employee Director Restricted Stock Agreement (Directors Plan) (incorporated by reference as
Exhibit 99.5 of Halliburton's Form S-8 filed May 21, 2009, Registration No. 333-159394).

Form of Non-Employee Director Restricted Stock Agreement (Stock and Incentive Plan) (incorporated by
reference to Exhibit 10.43 to Halliburton's Form 10-K for the year ended December 31, 2011, File No.
001-03492).

10.23

Executive Agreement (Joe D. Rainey) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 8-K
filed December 12, 2017, File No. 001-03492).

10.24

10.25

10.26

Executive Agreement (Anne Lyn Beaty) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 10-
Q for the quarter ended March 31, 2017, File No. 001-03492).

Executive Agreement (Jeffrey A. Miller) (incorporated by reference to Exhibit 10.1 to Halliburton's Form 8-K
filed June 5, 2017, File No. 001-03492).

Halliburton Company Stock and Incentive Plan, as amended and restated effective May 15, 2019
(incorporated by reference to Appendix A of Halliburton's proxy statement filed April 2, 2019, File No.
001-03492).

10.27

Form of Nonstatutory Stock Option Agreement (U.S.) (incorporated by reference as Exhibit 99.2 of
Halliburton's Form S-8 filed May 17, 2019, Registration No. 333-231571).

10.28

10.29

10.30

10.31

10.32

10.33

10.34

10.35

10.36

Form of Nonstatutory Stock Option Agreement (International) (incorporated by reference as Exhibit 99.3 of
Halliburton's Form S-8 filed May 17, 2019, Registration No. 333-231571).

Form of Restricted Stock Agreement (incorporated by reference as Exhibit 99.4 of Halliburton's Form S-8
filed May 17, 2019, Registration No. 333-231571).

Form of Restricted Stock Unit Agreement (International) (incorporated by reference as Exhibit 99.5 of
Halliburton's Form S-8 filed May 17, 2019, Registration No. 333-231571).

Form of Restricted Stock Unit Agreement (U.S. Expat) (incorporated by reference as Exhibit 99.6 of
Halliburton's Form S-8 filed May 17, 2019, Registration No. 323-231571).

Executive Agreement (Eric J. Carre) (incorporated by reference as Exhibit 10.46 of Halliburton's Form 10-K
for the year ended December 31, 2017, File No. 001-03492).

Executive Agreement (Lawrence J. Pope) (incorporated by reference as Exhibit 10.47 of Halliburton's Form
10-K for the year ended December 31, 2017, File No. 001-03492).

Executive Agreement (Robb L. Voyles) (incorporated by reference as Exhibit 10.48 of Halliburton's Form 10-
K for the year ended December 31, 2017, File No. 001-03492).

Executive Agreement (Lance Loeffler) (incorporated by reference as Exhibit 10.1 of Halliburton’s Form 8-K
filed December 11, 2018, File No. 001-03492).

Form of Non-Management Director Restricted Stock Unit Agreement (Stock and Incentive Plan)
(incorporated by reference as Exhibit 10.46 of Halliburton's Form 10-K for the year ended December 31,
2018, File No. 001-03492).

HAL 2019 FORM 10-K | 73

Item 15 | Exhibits

†

10.37

Second Amendment dated January 1, 2019, to Halliburton Company Directors’ Deferred Compensation Plan,
as amended and restated effective May 16, 2012 (incorporated by reference as Exhibit 10.47 of Halliburton's
Form 10-K for the year ended December 31, 2018, File No. 001-03492).

†

10.38

10.39

Executive Agreement (Mark J. Richard) (incorporated by reference as Exhibit 10.48 of Halliburton’s Form
10-K for the year ended December 31, 2018, File No. 001-03492).

Halliburton Company Performance Unit Program, as amended and restated effective January 1, 2019
(incorporated by reference as Exhibit 10.8 of Halliburton's Form 10-Q for the quarter ended June 30, 2019,
File No. 001-03492).

10.40

U.S. $3,500,000,000 Five Year Revolving Credit Agreement among Halliburton, as Borrower, the Banks
party thereto, and Citibank, N.A., as Agent (incorporated by reference to Exhibit 10.1 to Halliburton’s Form
8-K filed March 7, 2019, File No. 001-03492).

*†

10.41

Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective December
5, 2019.

*†

10.42

Halliburton Company Benefit Restoration Plan, as amended and restated effective December 5, 2019.

*†

10.43

Halliburton Elective Deferral Plan, as amended and restated effective December 5, 2019.

*†

10.44

First Amendment dated December 5, 2019 to Halliburton Company Employee Stock Purchase Plan, as
amended and restated effective February 24, 2015.

21.1

Subsidiaries of the Registrant.

23.1

Consent of KPMG LLP.

24.1

Powers of attorney for the following directors signed in January 2020:

Abdulaziz F. Al Khayyal

William E. Albrecht
M. Katherine Banks

Alan M. Bennett

Milton Carroll

Nance K. Dicciani

Murry S. Gerber

Patricia Hemingway Hall

Robert A. Malone

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.

Mine Safety Disclosures.

HAL 2019 FORM 10-K | 74

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its

XBRL tags are embedded within the Inline XBRL document

Item 15 | Exhibits

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

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document

* Filed with this Form 10-K.
** Furnished with this Form 10-K.
† Management contracts or compensatory plans or arrangements.

Item 16. Form 10-K Summary.

None.

HAL 2019 FORM 10-K | 75

SIGNATURES

As required by Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has authorized this report to be signed
on its behalf by the undersigned authorized individuals on this 11th day of February, 2020.

HALLIBURTON COMPANY

/s/ Jeffrey A. Miller
Jeffrey A. Miller
Chairman of the Board, President and Chief Executive Officer

As required by the Securities Exchange Act of 1934, this report has been signed below by the following persons in the
capacities indicated on this 11th day of February, 2020.

Signature

Title

/s/ Jeffrey A. Miller

Jeffrey A. Miller

Chairman of the Board, Director, President and
Chief Executive Officer

/s/ Lance Loeffler

Lance Loeffler

Executive Vice President and
Chief Financial Officer

/s/ Charles E. Geer, Jr.

Charles E. Geer, Jr.

Senior Vice President and
Chief Accounting Officer

HAL 2019 FORM 10-K | 76

Title

Director

Signature

* Abdulaziz F. Al Khayyal
Abdulaziz F. Al Khayyal

* William E. Albrecht
William E. Albrecht

* M. Katherine Banks
M. Katherine Banks

* Alan M. Bennett
Alan M. Bennett

* Milton Carroll
Milton Carroll

* Nance K. Dicciani
Nance K. Dicciani

* Murry S. Gerber
Murry S. Gerber

* Patricia Hemingway Hall
Patricia Hemingway Hall

* Robert A. Malone
Robert A. Malone

/s/ Robb L. Voyles

*By Robb L. Voyles, Attorney-in-fact

HAL 2019 FORM 10-K | 77

This page intentionally left blank

Directions to the Halliburton Annual
Meeting of Shareholders

The Halliburton North Belt Facility is located on the North Sam Houston Parkway (Beltway 8 Tollway) south feeder between Aldine
Westfield and JFK Boulevard.

3000 N. Sam Houston Parkway East
Houston, Texas 77032
281-871-4000

From I-45

From I-69 / US 59 and IAH

zz Take the Sam Houston Parkway East

zz Take the Sam Houston Parkway West

zz Exit JFK Blvd

zz Exit Aldine Westfield

The main entrance to the North Belt facility will be on your right, about halfway between Aldine Westfield and JFK Blvd.

zz “U-Turn” at Aldine Westfield and proceed east on the Sam Houston Parkway feeder

281.871.2699
www.halliburton.com