NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2021 PROXY STATEMENT
2020 ANNUAL REPORT ON FORM 10-K
Wednesday, May 19, 2021
9:00 a.m. Central Daylight Time
To Our Valued Shareholders:
April 6, 2021
“At Halliburton, we look to
the future with optimism and
focused on innovation.”
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 the Halliburton Company Annual Meeting of
Shareholders. The meeting will take place at the Life Center
on Wednesday, May 19, 2021, at 9:00 a.m. Central Daylight
Time.
At Halliburton, we look to the future with optimism and
focused on innovation. Our execution culture and core values
guided us through the most difficult environment we have
experienced in our more than 100-year history. We applaud
our employees who delivered historic bests in all key safety
and service quality metrics despite the global pandemic and
market downturn. Because of their dedication, we never
stopped serving our customers around the world while
keeping each other's well-being a primary focus.
By executing on our key strategic priorities, we turned
what were once-in-a-lifetime challenges into extraordinary
opportunities that reset Halliburton’s earnings power. We are
a global integrated oilfield services company with a strong
international portfolio and a leading position in the North
American market. Building on this successful foundation, we
will help our customers satisfy the world’s need for affordable
and reliable energy provided by oil and gas, in a more
effective, efficient, safe, and ethical manner, while minimizing
environmental impact. We stand firm in our commitment
to collaborate and engineer solutions to maximize our
customers’ asset value and to deliver industry-leading
returns and strong free cash flows for our shareholders.
Your vote and the representation of your shares are
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
Supplemental Summary Compensation Table Information for CEO
Supplemental Table: All Other Compensation
Grants of Plan-Based Awards in Fiscal 2020
Outstanding Equity Awards at Fiscal Year End 2020
2020 Option Exercises and Stock Vested
2020 Nonqualified Deferred Compensation
Employment Contracts and Change-in-Control Arrangements
Post-Termination or Change-in-Control Payments
Equity Compensation Plan Information
CEO Pay Ratio
Proposal No. 4 Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan
Proposal No. 5
Proposal to Amend and Restate the Halliburton Company Employee
Stock Purchase Plan
General Information
Additional Information
Other Matters
Appendix A
Appendix B
ii
iii
ix
1
2
8
9
11
15
18
20
21
22
23
23
24
44
44
44
46
47
48
50
50
51
52
55
55
56
62
65
66
67
A-1
B-1
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com
Proxy 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 65)
You can vote if you were a shareholder of record at the close of business on March 22, 2021.
How to Cast Your Vote (page 65)
You can vote by any of the following methods:
INTERNET
www.proxyvote.com
until 11:59 p.m.
Eastern Daylight Time
on May 18, 2021
BY TELEPHONE
until 11:59 p.m.
Eastern Daylight Time
on May 18, 2021
BY MAIL
Completing, signing, and returning
your proxy or voting instruction card
before May 19, 2021
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, 2020, 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, 2021.
iii
HALLIBURTON ❘ 2021 Proxy Statement Proxy Statement Summary
Proxy Statement Summary
Voting Matters (pages 9, 20, 23, 56, and 62)
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
Proposal to Amend and Restate the Halliburton Company Employee Stock
Purchase Plan
FOR
FOR
FOR
FOR
9
20
23
56
62
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 current board structure and 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 to be Elected
Number of Independent Director Nominees
Average Age of Director Nominees
Average Director Nominee Tenure
Annual Election of Directors
Mandatory Retirement Age
10
9
65
6.8
Yes
72
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 Director Nominees
50%
Stock Ownership Guidelines for Directors/Officers
Majority Voting in Director Elections
Lead Independent Director
Related Persons Transactions Policy
Yes
Yes
Yes
Anti-Hedging and Pledging Policy
Compensation Recoupment Policy
Corporate Political Contributions
No
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
No
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 value diversity and
equality. It makes us stronger,
more innovative, and better
positioned for success. We are
committed to inclusion across
race, gender, nationality, religion,
identity, experience, and any other
unique attribute. We are honest
with ourselves, welcome different
viewpoints, and empower each other
to be authentic.
Values
Reliability
We deliver what we promise.
We believe the quality
of our service defines
who we are.
Creativity
We are resourceful.
We are innovative and strive
to apply the right technology
and solution every time.
Collaboration
We work together with
customers and understand
that everyone has a role in
providing the best solution.
Competition
We compete to win.
We know that competition
makes everyone stronger.
iv
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Board Nominees (pages 11-14)
Proxy Statement Summary
Proxy Statement Summary
Director Highlights
10 Director
Nominees
Tenure Balance
4
0-5 Years
6.8 YEARS
AVERAGE
TENURE
Independence
1
Non-Independent
90%
INDEPENDENT
Diversity
5
Non-Diverse
50%
DIVERSE
Director Experience
3
>5-10 Years
3
>10 Years
9
Independent
3
Race/Ethnic
Diversity
2
Gender
Diversity
Energy Industry
● ● ● ● ● ● ● ● ● ●
Accounting/Finance
● ● ● ● ● ● ● ● ● ●
Technology/Engineering
● ● ● ● ● ● ● ● ● ●
Strategic Planning
● ● ● ● ● ● ● ● ● ●
International Business
● ● ● ● ● ● ● ● ●●
Health, Safety & Environment
and Sustainability
● ● ● ● ● ● ● ● ● ●
9
9
9
10
10
8
Abdulaziz F. Al Khayyal
Retired Senior
Vice President,
Industrial Relations,
Saudi Aramco
Age: 67
Director since 2014
INDEPENDENT
William E. Albrecht
Retired Non-Executive
Chairman
of the Board of California
Resources Corporation
Age: 69
Director since 2016
INDEPENDENT
M. Katherine Banks
Vice Chancellor of
Engineering and National
Laboratories, The Texas
A&M University System
Age: 61
Director since 2019
INDEPENDENT
Committees:
●
Committees:
● ●
Committees:
● ●
Alan M. Bennett
Retired President
and Chief Executive
Officer of H&R
Block, Inc.
Age: 70
Director since 2006
INDEPENDENT
Committees:
★
Milton Carroll
Executive Chairman of
the Board of CenterPoint
Energy, Inc.
Age: 70
Director since 2006
INDEPENDENT
Committees:
●
Murry S. Gerber
Retired Executive
Chairman of the Board
of EQT Corporation
Age: 68
Director since 2012
INDEPENDENT
Committees:
★ ●
Patricia Hemingway
Hall
Retired President and
Chief Executive Officer
of Health Care Services
Corporation
Age: 68
Director since 2019
INDEPENDENT
Committees:
●
Robert A. Malone
Executive Chairman,
President and Chief
Executive Officer of First
Sonora Bancshares, Inc.
Age: 69
Director since 2009
INDEPENDENT
Committees:
●
Jeffrey A. Miller
Chairman of the Board,
President and Chief
Executive Officer
of Halliburton
Age: 57
Director since 2014
NOT INDEPENDENT
Committees:
None
Bhavesh V. Patel
Chief Executive Officer,
LyondellBasell Industries
Age: 54
Director since 2021
INDEPENDENT
Committees:
TBD
Chair ● Audit ● Compensation ● Health, Safety and Environment Nominating and Corporate Governance
TBD – Mr. Patel will be appointed to Committees in May 2021.
v
HALLIBURTON ❘ 2021 Proxy Statement Proxy Statement Summary
Proxy Statement Summary
2020 Performance Highlights
As we shared in our Annual & Sustainability Report 2020, available on our website at www.halliburton.com, and as you will read in
this proxy statement, Halliburton has embraced change throughout our history, and our core values have guided our actions in response
to a century of change. In 2020, those core values – Integrity, Safety, Collaboration, Competition, Creativity, Reliability and
Respect –strengthened our response to a global pandemic and commodity supply-demand imbalance. Those Halliburton core values
empowered change as we navigated each of 2020’s many and varied challenges. We reset our earnings power. We deployed digital
solutions that set records for autonomous, efficient operations. We focused on safety and service quality and delivered Company-best
results. We renewed our core value of “respect” to further embrace our commitment to diversity and inclusion, and to strengthen our
culture and workplace, so everyone can be their authentic self and do their best work. We delivered on our customer commitment to
collaborate and engineer solutions to maximize their asset value. And we remained committed to delivering industry-leading returns
and strong free cash flows for our shareholders.
Geographic Diversity
Graphic Diversity
29%
Middle East/Asia
40%
North America
$14.4B
19%
Europe/Africa/CIS
12%
Latin America
Cash Flow ExecutionCash Flow Execution
$1.881B
$1.153B
$0.5B
$0.100B
$0.278B
Operating Cash Flow
Free Cash Flow
Debt Repayment
Dividends
Share Repurchases
In 2020, we earned the majority of our revenue internationally.
We reset our earnings power and improved margins in several key
end markets, despite the activity slowdowns.
During 2020, we generated $1.9 billion of operating cash flow
and had $728 million of capital expenditures, resulting in over
$1.1 billion of free cash flow. This demonstrates our ability to
generate strong free cash flow in different business environments.
We additionally returned over $350 million to shareholders through
dividends and share repurchases and repaid $500 million of debt.
*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.
Capital Discipline
$0.728B
2020
2019
$1.530B
52%
Reduction
Market conditions changed and we quickly acted by reducing
our capital expenditures by 52% to $728 million in 2020. These
capital expenditures were predominantly made in our Sperry
Drilling, Production Enhancement, Baroid, Artificial Lift, Wireline
and Perforating, and Production Solutions product service lines.
vi
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Proxy Statement Summary
Proxy Statement Summary
We achieved exceptional safety and service quality performance
during 2020. Our total recordable incident rate and non-productive
time each improved over 20%, both historical bests across our
business. This is a result of our employees’ continued commitment
to safety and process execution, despite the year’s distractions.
Safety and Service Quality
Safety and Service Quality
Total Recordable Incident Rate
2020
2019
0.20
Non-Productive Time
2020
2019
0.29
>20%
Improvement
0.31
>20%
Improvement
0.40
Named Executive Officers (page 25)
For 2020, our NEOs were:
Name
Age Occupation
Jeffrey A. Miller
57 Chairman, President and Chief Executive Officer
Lance Loeffler
Eric J. Carre
Joe D. Rainey
44
55
Executive Vice President and Chief Financial Officer
Executive Vice President – Global Business Lines
64 President – Eastern Hemisphere
Mark J. Richard
59 President – Western Hemisphere
Executive Compensation (pages 23-55)
Objectives (page 30)
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 returns;
z Support our business strategies; and
z Maximize the return on our human resource investment.
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.
During 2020, members of our senior management team participated in 20 sell-side investor conferences, three roadshows, and held
over 380 investor meetings. As is our practice, during proxy season engagement, management engaged in targeted outreach with
numerous shareholders. Our Compensation Committee Chair also participated in this outreach effort. During this shareholder
outreach, we contacted shareholders who collectively hold almost 50% of our outstanding common stock. We also met
with many of those shareholders who collectively represented 28% of our outstanding shares. We reviewed the changes
to our compensation program implemented by our Compensation Committee during 2020 and solicited their feedback
on our compensation program, as well as our company strategy and performance, corporate governance, sustainability,
and other topics.
vii
HALLIBURTON ❘ 2021 Proxy Statement Proxy Statement Summary
Proxy Statement Summary
The feedback from this effort indicated that our overall compensation program design is supported by our shareholders. For this and
other reasons, the Compensation Committee determined that the overall structure of the compensation program is sound and closely
aligns the interests of both company management and our shareholders. Based on shareholder feedback received in 2019, effective
January 1, 2020, we:
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 PUP
Increased equity component of long-term incentives
Replaced CVA with two distinct metrics, weighted as follows,
for the 2020 plan year:
• 75% Net Operating Profit After-Taxes (NOPAT)
• 25% Asset Turns
Modified our long-term incentive mix (as illustrated in the
graphic below):
• Increased weight of performance units to 70% (up
from 50%)
• Reduced weight of restricted stock to 30%
• 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 new awards (contingent on three-
year performance period) 50% in stock (previously delivered
entirely in cash) so that 65% of long-term incentives is
delivered in equity
Increased Emphasis on Long-Term Performance-Based Equity
Historic Long-Term Incentive Mix
New Long-Term Incentive Mix
Stock Options
15%
Performance
Units
70%
50%
Equity-based
Performance
Units
50%
65%
Equity-based
Restricted
Stock
30%
Restricted
Stock
35%
viii
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Notice of Annual Meeting
of Shareholders to be held
May 19, 2021
April 6, 2021
Halliburton Company, a Delaware corporation, will hold its
Annual Meeting of Shareholders on Wednesday, May 19,
2021, 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, 2021.
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 consider and act upon a proposal to amend and restate the
Halliburton Company Employee Stock Purchase Plan.
6. 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 22, 2021, 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 6, 2021, we mailed our shareholders a Notice of
Internet Availability of Proxy Materials containing instructions on how
to access our 2021 proxy statement and 2020 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 this year. However,
continuing public health concerns of our shareholders regarding the
coronavirus (COVID-19) pandemic and the protocols that federal, state,
and local governments may recommend or impose may necessitate
conducting the meeting by means of remote communication. In the
event it is not possible or advisable to hold our Annual Meeting in
person, we will announce alternative arrangements for the meeting
at least one week before our meeting, 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
Van H. Beckwith
Executive Vice President, Secretary and Chief Legal Officer
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 tabs “Investors”, “Company Information”, 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 2020.
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 (i) we or any
of our subsidiaries were or will be a participant, (ii) the aggregate
amount involved exceeds $120,000 in any calendar year, and
(iii) 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.
1
HALLIBURTON ❘ 2021 Proxy Statement The 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 2020, 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
Chief Executive Officer
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.
2
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com The 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;
3
HALLIBURTON ❘ 2021 Proxy Statement The 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
Name
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
Jeffrey A. Miller
Bhavesh V. Patel#
Chair
Member
* Ms. Dicciani is retiring from the Board on May 19, 2021. The Board will appoint a new Chair for the Health, Safety and Environment Committee in
May 2021.
# Mr. Patel joined the Board in February 2021 and will be appointed to Committees of the Board in May 2021.
Audit Committee
2020 Meetings
Committee Members
Responsibilities
7
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.
4
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com
The Board of Directors and Standing Committees of Directors
Compensation Committee
2020 Meetings
Committee Members
Responsibilities
4
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.
Health, Safety and Environment Committee
2020 Meetings
Committee Members
Responsibilities
4
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
2020 Meetings
Committee Members
Responsibilities
4
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 2020, 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
7
4
4
4
All 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 the last fiscal year.
All of our Directors attended the 2020 Annual Meeting, as required by our Corporate Governance Guidelines.
5
HALLIBURTON ❘ 2021 Proxy Statement The 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, 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.
6
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com The 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 65 of this proxy statement, and for the Annual
Meeting of Shareholders in 2022, must be received not less than
90 days nor more than 120 days prior to the anniversary date
of the 2021 Annual Meeting of Shareholders, or no later than
February 18, 2022, and no earlier than January 19, 2022. 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. This
process resulted in enhancement of our Board over the last
several years with the addition of two women Directors and an
ethnically diverse Director. In 2019, Dr. Banks and Ms. Hemingway
Hall joined the Board. Dr. Banks contributes extensive experience
in engineering and technology to the Board while Ms. Hemingway
Hall contributes substantial public company and corporate
governance experience. Mr. Patel joined the Board in 2021. His
chemical industry experience will benefit us greatly as we expand
our chemicals business.
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
7
HALLIBURTON ❘ 2021 Proxy Statement The Board of Directors and Standing Committees of Directors
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.
Mr. Patel was identified as a potential Director candidate by a non-
management Director. A shareholder who wishes to recommend
a candidate should notify our Corporate Secretary.
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 Code of Business Conduct
Halliburton Company
P.O. Box 2625
Houston, TX 77252-2625
USA
BoardofDirectors@halliburton.com
Our Director of Business Conduct, an employee, reviews all
communications directed to the Audit Committee and the Board.
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. Communications may
be made anonymously or confidentially. Confidentiality shall be
maintained unless disclosure is:
z required or advisable in connection with any governmental
investigation or report;
z in the interests of Halliburton, consistent with the goals of our
Code of Business Conduct; or
z 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.
8
HALLIBURTON ❘ 2021 Proxy Statement
www.halliburton.com
Proposal 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.
9
HALLIBURTON ❘ 2021 Proxy Statement Election of Directors
NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE
TENURE
Year Elected
INDEPENDENCE AND EXPERIENCE
Independence
Board or Board Committee Leadership
Public Company Experience
Private Company Experience
Not-for-Profit Experience
Government Experience
Academia
Community Leadership/Philanthropic
DECISION-MAKING 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
DEMOGRAPHICS
Race/Ethnicity
Black/African American
Indian/South Asian
White/Caucasian
Middle Eastern
Gender
Male
Female
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10
HALLIBURTON ❘ 2021 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 (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 67
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
Age 69
Director
since: 2016
INDEPENDENT
Professional Experience:
zz Retired Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas
exploration and production company)
zz Non-Executive Chairman of the Board of California Resources Corporation from 2016 to 2020
zz Executive Chairman of the Board of California Resources Corporation 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
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
zz Chairman of the Board and director of Laredo
Petroleum, Inc. (since 2020)
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 61
Director
since: 2019
INDEPENDENT
11
HALLIBURTON ❘ 2021 Proxy Statement Election of Directors
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 70
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
MILTON CARROLL
Age 70
Director
since: 2006
INDEPENDENT
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
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 the Board 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)
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 68
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
12
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Election of Directors
PATRICIA HEMINGWAY HALL
Professional Experience:
zz Retired President and Chief Executive Officer of Health Care Service Corporation (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 68
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 69
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, 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 57
Director
since: 2014
CHAIRMAN,
PRESIDENT
AND CHIEF
EXECUTIVE
OFFICER
13
HALLIBURTON ❘ 2021 Proxy Statement Election of Directors
BHAVESH V. (BOB) PATEL
Professional Experience:
zz Chief Executive Officer of LyondellBasell Industries (an international plastics, chemicals, and refining company) since
2015
zz Director of LyondellBasell Industries since 2018
zz Senior Vice President, Olefins and Polyolefins-Americas and Executive Vice President Olefins and Polyolefins Europe,
Asia, International & Technology of LyondellBasell from 2010 to 2015
Skills and Expertise:
The Board determined that Mr. Patel should be nominated for election as a Director because of his chemical industry
experience, executive leadership skills, public company board experience, and safety expertise.
Other Company Directorships:
zz Union Pacific Corporation (since 2017)
Former Directorships in the Past 5 Years:
zz None
Age 54
Director
since: 2021
INDEPENDENT
14
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Directors’ Compensation
Directors’ Fees
All non-management Directors receive an annual retainer of
$115,000, which remains unchanged since 2014. Consistent with
the reduction of Mr. Miller’s salary in response to the COVID-19
pandemic and its impact on our business, the non-management
Directors reduced their retainer by 20% on May 19, 2020, for
the remainder of 2020. 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 in December.
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 November. 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 December 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.
Beginning in 2020 and to align our practices with peer companies,
restrictions on RSUs lapse entirely on the first anniversary of the
grant date with the applicable underlying shares of common stock
distributed to the non-management Director unless the Director
elected to defer receipt of the shares under the Directors’ Deferred
Compensation Plan. Restrictions on RSUs granted prior to 2020
lapse 25% a year over four years. If a non-management Director
has a separation of service from the Board before completing
the specified number of service years 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
15
HALLIBURTON ❘ 2021 Proxy Statement Directors’ Compensation
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.
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, and Carroll
have deferred retainer fees under the plan. Mses. Dicciani and
Hemingway Hall, and Messrs. Al Khayyal, Albrecht, Bennett, and
Carroll 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 (i) the annual base retainer in effect on
the date the non-management Director is first elected to the
Board multiplied by five or (ii) $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 (i) we initiate a review and
determine that the alleged action is not indemnifiable or (ii) 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 2020.
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 executive
officer that exceeds in any single year the greater of $1 million or
2% of such charitable organization’s consolidated gross revenues.
16
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Directors’ Compensation
2020 Director Compensation
Name
Abdulaziz F. Al Khayyal
William E. Albrecht
M. Katherine Banks
Alan M. Bennett
Milton Carroll
Nance K. Dicciani
Murry S. Gerber
Patricia Hemingway Hall
Robert A. Malone
Fees Earned
or Paid in Cash
($)
97,750
97,750
97,750
Stock
Awards
($)
216,938
216,938
216,938
122,750
216,938
112,750
216,938
112,750
216,938
117,750
216,938
97,750
216,938
127,750
216,938
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings
($)
All Other
Compensation
($)
Total
($)
0
0
0
0
0
0
0
0
0
13,062
327,750
7,713
322,401
28,528
343,216
123,090
462,778
32,787
362,475
133,448
463,136
5,401
340,089
116,277
430,965
121,947
466,635
Fees Earned or Paid In Cash. The amounts in this column
represent retainer fees earned in fiscal year 2020, but not
necessarily paid in 2020. 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 2020. 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, 2020, by non-management Directors are:
Name
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
Restricted Shares
0
0
0
25,236
20,271
14,843
2,000
0
14,843
RSUs
42,555
35,098
20,626
53,180
53,180
44,646
21,519
20,654
21,519
SEUs
13,281
0
0
38,527
50,360
14,995
0
0
0
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 2020.
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 received dividends or dividend equivalents on
restricted shares or RSUs held on Halliburton record dates are:
Dr. Banks - $3,623; Mr. Bennett - $7,949; Mr. Carroll - $6,385;
Ms. Dicciani - $9,057; Mr. Gerber - $5,246; Ms. Hemingway
Hall - $3,068; and Mr. Malone - $9,292.
Directors who received dividend equivalents attributable
to their stock equivalents account under the Directors’
Deferred Compensation Plan are: Mr. Al Khayyal - $3,053;
Mr. Bennett - $11,861; Mr. Carroll - $13,122; and
Ms. Dicciani - $4,616.
Directors who participated in the matching gift program and the
corresponding match provided by the Halliburton Foundation
in 2020 are: Dr. Banks - $24,750; Mr. Bennett - $90,000;
Ms. Dicciani - $112,500; Ms. Hemingway Hall - $112,500; and
Mr. Malone - $112,500.
Directors who received dividend equivalents attributable to their
deferred RSUs under the Directors’ Deferred Compensation
Plan are: Mr. Al Khayyal - $9,854; Mr. Albrecht - $7,558;
Mr. Bennett - $13,125; Mr. Carroll - $13,125; Ms. Dicciani - $7,120;
and Ms. Hemingway Hall - $554.
Non-management Directors are provided an Accidental Death and
Dismemberment benefit, the annual premium for which is $155.
17
HALLIBURTON ❘ 2021 Proxy Statement
Stock 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, 2020,
our Directors and executive officers complied with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934.
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
Capital World Investors
333 South Hope Street, 55th Fl, Los Angeles, CA 90071
The Vanguard Group
100 Vanguard Blvd, Malvern, PA 19355
Amount and Nature of
Beneficial Ownership
61,559,691(1)
Percent
of Class
7.00%
64,412,667(2)
7.30%
101,229,649(3)
11.45%
(1) BlackRock, Inc. is deemed to be the beneficial owner of 61,559,691 shares. BlackRock has sole power to vote or to direct the vote of 52,417,183 shares
and has sole power to dispose or to direct the disposition of 61,559,691 shares.
(2) Capital World Investors is deemed to be the beneficial owner of 64,412,667 shares. Capital World Investors has sole power to vote or to direct the vote of
64,412,667 shares and has sole power to dispose or to direct the disposition of 64,412,667 shares.
(3) The Vanguard Group is deemed to be the beneficial owner of 101,229,649 shares. The Vanguard Group has sole power to dispose or to direct the
disposition of 97,453,618 shares. The Vanguard Group has shared power to vote or to direct the vote of 1,381,498 shares and has shared power to
dispose or to direct the disposition of 3,776,031 shares.
18
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com The following table sets forth information, as of March 12, 2021, 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
Bhavesh V. Patel
Joe D. Rainey
Mark J. Richard
Shares owned by all current Directors and executive
officers as a group (21 persons)
Amount and Nature of Beneficial Ownership
Sole Voting
and
Investment
Power(1)
Shared
Voting or
Investment
Power
Percent of
Class
0
16,000
2,768
27,236
313,830
20,271
27,172
580,052
2,768
265,794
42,269
1,473,629
10,000
703,851
391,570
5,457,206
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
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 12, 2021, for the
following: Mr. Carre – 140,510; Mr. Loeffler – 114,667; Mr. Miller – 582,134; Mr. Rainey – 346,733; Mr. Richard – 142,032; and six unnamed executive
officers – 771,766. 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.
19
HALLIBURTON ❘ 2021 Proxy Statement Proposal 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, 2021,
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,
2021, 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, 2021.
20
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Audit 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,
2020, 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,
2020, 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;
21
HALLIBURTON ❘ 2021 Proxy Statement Fees Paid to KPMG LLP
During 2019 and 2020, we incurred the following fees for services performed by KPMG LLP.
Audit fees
Audit-related fees
Tax fees
TOTAL
Audit Fees
2019
(In millions)
$
10.7
0.1
0.5
2020
(In millions)
$
10.7
0.2
0.6
$
11.3
$
11.5
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, 2019, and December 31, 2020. 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 2019 and 2020.
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 2019, tax compliance and preparation fees total $0.1 million and tax advisory fees total $0.4 million, and in 2020, tax
compliance and preparation fees total $0.2 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.
22
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Proposal 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 2020 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 a 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
23
HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and Analysis
2020 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 2020 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.
Business Overview
Responsiveness
CEO Compensation
2020 was a year of constant challenge
and change. In the first quarter of 2020,
OPEC+ was initially unable to reach
an agreement on production limits of
crude oil, exacerbating the demand
decline from the COVID-19 pandemic,
severely impacting our industry.
Our compensation program received
the support of 91% of the total votes
cast at our 2020 Annual Meeting.
These results indicated solid support of
our shareholder outreach efforts during
2019, which resulted in significant
changes to our program.
Our swift and decisive cost actions
and service delivery improvements
reset our earnings power, delivering
strong margins and cash flow. We
also achieved historic bests in safety
and service quality and continued to
outperform on relative ROCE and TSR,
demonstrating our resilience – even in a
low-price environment.
Effective January 1, 2020, we modified
the financial metrics for determining
short-term incentives and restructured
our long-term incentives (starting with
the 2020 PUP cycle award grant) to put
increased emphasis on performance-
based long-term incentives and equity
under the PUP award, which is now
50% of the PUP award.
Through this, sustainability remains
central to our strategy, as we seek
to deliver long-term financial value
while minimizing our environmental
footprint and having a positive impact
on society. Halliburton is committed
to continued evolution of sustainable,
reliable energy solutions that align with
our sustainability objectives.
More information about our
2020 business achievements are
described in 2020 Performance and
Compensation Overview on page
27.
The Compensation Committee believes
that our program closely aligns the
interests of management with our
shareholders’ interests. Nevertheless,
we continued our extensive outreach
efforts as part of our commitment to
ensure continued shareholder support
for our compensation program.
More information about our
approach to shareholder
engagement is described in Board
Responsiveness to Shareholder
Feedback on page 25.
The end of 2020 marked Mr. Miller’s
third full year as our CEO since his
promotion from COO. This milestone,
plus the PUP changes effective January
1, 2020, makes understanding the
year-over-year increase in the Summary
Compensation Table (SCT) complicated
in two ways:
At the time of Mr. Miller’s promotion
from COO to CEO, the Compensation
Committee approved a market-
based adjustment to his target award
opportunity, which was appropriately
aligned with his expanded role and
responsibilities. This resulted in an
increase of $3.7M to his 2018 PUP
cycle award payout.
We are required to report performance
share awards from two different plan
years in this proxy statement for 2020.
This means that we are reporting
both the cash earned for the 2018
PUP cycle and target equity granted
for the 2020 cycle, resulting in an
additional $5M to be reported in the
Stock Awards column of the Summary
Compensation Table.
More information about these
actions and the impact on the SCT
is described in CEO Compensation:
Understanding the Summary
Compensation Table on page 26.
2020 Pay Outcomes:
Effective May 1, 2020, Mr. Miller and the other NEOs voluntarily reduced their base salaries by 20% and 10%, respectively. Those
salaries were reinstated by the Compensation Committee effective January 1, 2021. There were also no short-term incentives
paid to any of our NEOs for the 2020 plan year. Although 2020 was challenging, our Return on Capital Employed (ROCE) for the
three-year period ending December 31, 2020, was above the 75th percentile relative to our performance peer group, demonstrating
our ability to be an outperformer under volatile market conditions. As a result, the 2018 cycle of PUP that ended December 31,
2020, yielded an award paid at 200% of target.
24
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
2020 Named Executive Officers
Name
Jeffrey A. Miller
Lance Loeffler
Eric J. Carre
Joe D. Rainey
Mark J. Richard
Age
Occupation
57
44
55
64
59
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
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.
During 2020, members of our senior management team
participated in 20 sell-side investor conferences, three roadshows,
and held over 380 investor meetings. As is our practice, during
proxy season engagement, management engaged in targeted
outreach with numerous shareholders. Our Compensation
Committee Chair also participated in this outreach effort. During
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 PUP
Increased equity component of long-term incentives
this shareholder outreach, we contacted shareholders who
collectively hold almost 50% of our outstanding common
stock. We also met with many of those shareholders who
collectively represented 28% of our outstanding shares.
We reviewed the changes to our compensation program
implemented by our Compensation Committee during 2020
and solicited their feedback on our compensation program,
as well as our company strategy and performance,
corporate governance, sustainability, and other topics.
The feedback from this effort indicated that our overall
compensation program design is supported by our shareholders.
For this and other reasons, the Compensation Committee
determined that the overall structure of the compensation
program is sound and closely aligns the interests of both company
management and our shareholders. Based on shareholder
feedback received in 2019, effective January 1, 2020, we:
Replaced CVA with two distinct metrics, weighted as follows, for the
2020 plan year:
• 75% Net Operating Profit After-Taxes (NOPAT)
• 25% Asset Turns
Modified our long-term incentive mix (as illustrated in the graphic
below):
•
• Reduced weight of restricted stock to 30%
• Eliminated stock options for NEOs
Increased weight of performance units to 70% (up from 50%)
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 new awards (contingent on three-year
performance period) 50% in stock (previously delivered entirely in
cash) so that 65% of long-term incentives is delivered in equity
25
HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and Analysis
Increased Emphasis on Long-Term Performance-Based Equity
Historic Long-Term Incentive Mix
New Long-Term Incentive Mix
Stock Options
15%
50%
Equity-based
Performance
Units
50%
65%
Equity-based
Restricted
Stock
30%
Restricted
Stock
35%
Performance
Units
70%
CEO Compensation: Understanding the Summary
Compensation Table
There are two key factors to consider when analyzing our CEO’s
reported compensation in this year’s Summary Compensation
Table (SCT):
zz Mr. Miller’s promotion to CEO, which increased his target market
competitive pay levels, primarily impacting the amount earned under
the Performance Unit Program in 2020 as compared to 2019; and
zz Based on shareholder feedback, we fundamentally changed the
structure of our long-term incentives. As a result, we are required
to report performance awards for 2020 from two different plan
years in this proxy statement. This means that we are reporting
both the cash earned for the 2018 PUP cycle and target level
equity granted for the 2020 cycle, resulting in an additional $5M
to be reported in the Stock Awards column of the SCT.
The graph below is intended to present a picture of Mr. Miller’s
compensation for 2020, considering the above key issues. The
$17.3M presented below for 2020 compensation is aligned
with the intended target total compensation for Mr. Miller as
determined by the Compensation Committee when setting
executive compensation levels for 2020.
Year over Year SCT CEO Compensation
5.0M
22.3M
12.8M
.8M
3.7M
17.3M
2019
Compensation
Other
Compensation
Non-Equity
Incentive Plan
Compensation
Performance Shares:
Required Reporting
2020
Compensation
2019 Compensation: Amount reflects the total compensation
earned in 2019 as reported in the SCT.
Other Compensation: Amount reflects the sum of the change in salary
paid, restricted stock awarded, and NQDC earnings and all other
compensation for 2020 as compared to 2019. Mr. Miller voluntarily
reduced his salary by 20% effective May 1, 2020. His salary was
reinstated by the Compensation Committee effective January 1, 2021.
Non-Equity Incentive Plan Compensation: Amount reflects the change
in the 2018 cycle PUP award payout as compared to the 2017 cycle
of the PUP. This increase in target compensation for the 2018 PUP
was commensurate with Mr. Miller’s promotion from COO to CEO.
Performance Shares: Required Reporting: Represents the value
of the target level award opportunity for the performance units
awarded in equity for the 2020 cycle of the PUP that began
January 1, 2020, and ends December 31, 2022. The amount
reported is based on the grant date fair value of the award and
will have actual value to Mr. Miller only if performance is achieved
at the end of the performance cycle.
2020 Compensation: Amount reflects the total compensation earned
by Mr. Miller in 2020 as reported in the SCT, as well as what the amount
would have been if we had not restructured our long-term incentives
beginning with the 2020 plan year and granted the performance shares.
26
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
Compensation Discussion and Analysis
2020 Performance and Compensation Overview
Business Highlights
Despite 2020’s global pandemic and an unprecedented energy
market downturn, our execution culture and core values turned what
were once-in-a-lifetime challenges into extraordinary opportunities
that reset Halliburton’s earnings power. During 2020:
zz Our dedicated employees embraced change as we fulfilled
our value proposition to collaborate and engineer solutions to
maximize asset value for our customers.
zz We demonstrated the strength of our international business
that is deeper technically, geographically, and organizationally
than ever before.
zz We redesigned our service delivery platform and reset our
earnings power in the North American market, where we remain
the leading integrated services provider.
zz Halliburton 4.0, our digital framework, permeates everything we
do. We increased the breadth and depth of our digital offerings
and delivered best-in-class performance across a spectrum of
digital technologies.
zz We announced our commitment to the Science Based Targets
initiative (SBTi), which will help us reduce our carbon footprint
and environmental impact.
zz To advance sustainable energy solutions, we successfully
launched Halliburton Labs – an accelerator, where
entrepreneurs, academics, investors, and industrial labs come
together to develop solutions that enable cleaner, affordable
energy.
zz We focused on safety and service quality and delivered
Company-best results.
Even though the market dynamics of 2020 were challenging, our results were relatively strong, especially when compared to our
peers, as highlighted below.
Geographic Diversity
Graphic Diversity
29%
Middle East/Asia
40%
North America
$14.4B
19%
Europe/Africa/CIS
12%
Latin America
Cash Flow ExecutionCash Flow Execution
$1.881B
$1.153B
$0.5B
$0.100B
$0.278B
Operating Cash Flow
Free Cash Flow
Debt Repayment
Dividends
Share Repurchases
In 2020, we earned the majority of our revenue internationally.
We reset our earnings power and improved margins in several key
end markets, despite the activity slowdowns.
During 2020, we generated $1.9 billion of operating cash flow
and had $728 million of capital expenditures, resulting in over
$1.1 billion of free cash flow. This demonstrates our ability to
generate strong free cash flow in different business environments.
We additionally returned over $350 million to shareholders through
dividends and share repurchases and repaid $500 million of debt.
*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.
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HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and Analysis
Capital Discipline
$0.728B
2020
2019
$1.530B
52%
Reduction
Market conditions changed and we quickly acted by reducing
our capital expenditures by 52% to $728 million in 2020. These
capital expenditures were predominantly made in our Sperry
Drilling, Production Enhancement, Baroid, Artificial Lift, Wireline
and Perforating, and Production Solutions product service lines.
Safety and Service Quality
Safety and Service Quality
Total Recordable Incident Rate
2020
2019
0.20
Non-Productive Time
2020
2019
0.29
>20%
Improvement
0.31
>20%
Improvement
0.40
We achieved exceptional safety and service quality performance
during 2020. Our total recordable incident rate and non-productive
time each improved over 20%, both historical bests across our
business. This is a result of our employees’ continued commitment
to safety and process execution, despite the year’s distractions.
We delivered superior ROCE performance over the one-, three-, and five-year periods ending December 31, 2020, 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)
2020
2018-2020 average
2016-2020 average
-2.1
-6.5
-12.2
-13.2
-2.9
-3.9
-9.1
-10.9
-13.7
-20.1
-27.3
-29.1
HAL
OSX
Competitors
Performance Peer Group
28
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
We also delivered TSR over the one-, three-, five-, and ten-year periods ending December 31, 2020, that exceeded the TSR of the
OSX and our performance peer group. We also outperformed the average TSR of our two largest competitors for the one-, five-, and
ten-year periods ending December 31, 2020. The details are depicted in the chart below:
Total Shareholder Return (TSR)
(in percentage)
1 YEAR
3 YEARS
5 YEARS
10 YEARS
-21
-29
-43
-45
-44
-45
-38
-51
HAL
-59
-61
-70
OSX
-55
-72
-52
-66
-82
Competitors
Performance Peer Group
In the first quarter of 2020, OPEC+ was initially unable to reach an agreement to continue to impose limits on the production of crude
oil, exacerbating the demand decline from the COVID-19 pandemic, resulting in the worst economic downturn our industry has
ever experienced. Despite these challenges, we strongly rebounded, outperforming the OSX, our two largest competitors, and our
performance peer group in terms of TSR between April 1 and December 31, 2020, as shown in the chart on the left below. Further,
consistent with our strategy to deliver industry leading returns, we outperformed on TSR relative to the OSX in terms of percentage
points over the one-, three-, five-, and ten-year periods ending December 31, 2020, as shown in the chart on the right below:
Total Shareholder Return (TSR)
(in percentage)
189
Since 4/1/2020
HAL TSR greater than OSX
(in percentage points)
34
37
90
99
75
22
11
HAL
OSX
Competitors
Performance Peer Group
1 Year
3 Year
5 Year
10 Year
29
HALLIBURTON ❘ 2021 Proxy Statement
Compensation Discussion and Analysis
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 competitive pay levels with a 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.
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
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
Elements of our Executive Compensation Program for 2020
Halliburton’s executive compensation program for the 2020 plan year was composed of base salary, a short-term incentive, and long-
term incentives as described below:
Reward
Element
FIXED Base
Salary
Objective
Key Features
Fixed element of
compensation paid in cash.
Compensates
executives based on
their responsibilities,
experience, and
skillset.
How Award Value
is Determined
Benchmarked against a
group of comparably sized
corporations and industry
peers.
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:
zz 75% NOPAT
zz 25% Asset Turns
AT
RISK
Long-Term
Incentives
To motivate and
incentivize sustained
performance over
the long-term. Aligns
interests of our
NEOs with long-term
shareholders.
Value is delivered:
zz 70% performance units
measured over three years
(1/2 in stock; 1/2 in cash)
with relative TSR modifier
zz 30% restricted stock
The 2020 performance
units measured against
ROCE performance relative
to performance peers and
includes a relative TSR
modifier.
Restricted stock grants have
time-based vesting and
value is driven by our share
price.
2020 Decisions
Messrs. Loeffler and
Richard received the
second half of their two-
year promotion-related
increases. The other
NEOs did not receive
salary increases.
Additionally, Mr. Miller
and the other NEOs
voluntarily reduced their
2020 base salaries
by 20% and 10%,
respectively, effective
May 1, 2020. Those
salaries were reinstated
by the Compensation
Committee effective
January 1, 2021.
(Page 36)
Award values were
targeted at the market
median for 2020.
There were no short-
term incentives paid to
any of our NEOs for the
2020 plan year.
(Page 36)
Awards were targeted
at the market median
for 2020.
(Page 38)
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HALLIBURTON ❘ 2021 Proxy Statement Compensation 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 2020 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 2020 plan year, the Compensation Committee approved restricted stock grants in
December 2019.
2020 CEO Compensation Mix
2020 Other NEO Compensation Mix
22%
Restricted Stock
30%
Performance
Equity
91%
At-Risk
Compensation
77%
LONG-TERM
INCENTIVES
9%
Base Salary
14%
Annual
Incentive
25%
Performance
Cash
19%
Restricted Stock
16%
Base Salary
26%
Performance
Equity
84%
At-Risk
Compensation
67%
LONG-TERM
INCENTIVES
17%
Annual
Incentive
22%
Performance
Cash
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 Compensation Committee
works closely with senior management (as appropriate) and
the Compensation 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 Compensation Committee. The Compensation
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 Compensation Committee’s request, a member of our
management team may attend the executive session to answer
questions from the Compensation Committee.
The CEO, with input from the Compensation Committee’s
independent compensation consultant, assists the Compensation
Committee in setting compensation for the other NEOs.
Use of Independent Consultants and Advisors
The Compensation Committee engaged Pearl Meyer as its
independent compensation consultant during 2020. 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 Compensation
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.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
Role of Benchmarking, Peer Companies, and Market Data
The Compensation 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. With data
provided by the independent compensation consultant, the
Compensation Committee reviews the comparator peer group
annually to ensure relevance.
zz Market capitalization;
zz Revenue and number of employees;
zz Global impact and reach; and
zz Industry affiliation.
The 2020 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
2020 plan year and was unchanged from 2019:
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.
33
HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and Analysis
Pay for Performance Analysis
As part of its analysis, the Compensation 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.
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, 2019;
zz face value of restricted stock grants during the one-, three-,
and five-year periods valued as of December 31, 2019; and
zz for performance-based awards, (i) target value for awards still
outstanding as of December 31, 2019, and (ii) realized value
for performance periods beginning and ending within the one-,
three-, and five-year periods.
This analysis supported the Compensation Committee’s determination that our pay and performance are appropriately aligned.
Pay for Performance Analysis
Periods Ending December 31, 2019
(in percentile)
1 YEAR
3 YEAR
5 YEAR
67th
80th
85th
38th
44th
50th
● 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
Compensation Committee takes into consideration competitive
market pay levels for the CEOs in the comparator peer group. The
Compensation 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.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
The Board determined that Mr. Miller met these objectives in 2020 through the following achievements:
LEADERSHIP AND VISION
zz Led the organization through an unprecedented decline in demand for oil and subsequent decline in oil prices caused by the
global pandemic
zz Prioritized stakeholder communication and maintained high visibility with employees, shareholders, and customers
zz Facilitated a seamless Chief Legal Officer leadership transition
INTEGRITY
zz Maintained unwavering commitment to our Code of Business Conduct (COBC)
zz Advocated for the Local Ethics Officer program which continues to be at the cutting edge of compliance initiatives
zz Expanded the Company’s core values to align more closely with racial equality expectations, a core element of our COBC
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 Reset earnings power and eliminated $1 billion of structural cost
zz Reduced debt by $500 million
zz Generated $1.1 billion of free cash-flow
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, 2020; delivered superior TSR performance relative to the OSX and our performance
peer group over the one-, three-, five-, and ten-year periods ending December 31, 2020, and outperformed the average TSR of
our two largest competitors for the one-, five-, and ten-year periods ending December 31, 2020
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
zz Executed key steps to increase environmental, social, and governance focus
ACCOMPLISHMENT OF STRATEGIC OBJECTIVES
zz Deployed key future technologies demonstrating focus on capital efficiency
zz Executed key integration initiatives across multiple segments of the business
zz Advanced cleaner, affordable energy by committing to Science Based Targets and successfully launching Halliburton Labs clean
energy accelerator
DEVELOPMENT OF MANAGEMENT
zz Continued to expose management to the Board via spotlight presentations, focused on our robust succession management
process with a closer look at our sustainable leadership pipeline, and focused on talent development with an emphasis on diversity,
equality, and respect 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.
35
HALLIBURTON ❘ 2021 Proxy Statement
Compensation Discussion and Analysis
2020 Executive Compensation Outcomes
Base Salary
The Compensation Committee generally targets base salaries at
the median of the comparator peer group. The Compensation
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.
Short-term (Annual) Incentive
The Annual Performance Pay Plan is designed to provide
executives and other key members of management the
opportunity to earn an annual cash bonus based on the annual
performance of the Company. The Annual Performance Pay
2020 Target Award Opportunities
Salary reviews are conducted annually to evaluate each executive.
Individual salaries are not necessarily adjusted each year.
At its regular December 2019 meeting, the Compensation
Committee determined that the January 1, 2020, base salaries for
our NEOs would remain unchanged from 2019 with the exceptions
of Messrs. Loeffler and Richard, both of whom received the second
half of their two-year promotion-related increases of 16.9% and
11.7%, respectively.
In response to the substantial decline in global demand for oil caused
by the COVID-19 pandemic, as well as the impact of the pandemic
on the broader economic environment and our business, Mr. Miller
and the other NEOs voluntarily reduced their base salaries by 20%
and 10%, respectively, effective May 1, 2020. Base salary levels were
restored to their pre-reduction levels on January 1, 2021.
Plan places a significant percentage of each NEO’s annual cash
compensation at risk and aligns the interests of executives and
shareholders. It is administered in accordance with the terms of
the Stock and Incentive Plan.
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 performance determines the dollar amount of incentive compensation payable to participants following completion
of the plan year. The Compensation Committee set incentive award opportunities under the plan for 2020 as follows:
NEO
Mr. Miller
Mr. Loeffler
Mr. Carre
Mr. Rainey
Mr. Richard
Threshold
60%
40%
40%
44%
44%
Target
150%
100%
100%
110%
110%
Maximum
300%
200%
200%
220%
220%
Threshold, Target, and Maximum opportunity dollar amounts can be found in the Grants of Plan-Based Awards in Fiscal 2020 table.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
2020 Financial Performance Metrics and Results
For 2020, as discussed above, performance under the Annual Performance Pay Plan was based on the achievement of new,
pre-established performance metrics: Net Operating Profit After-Taxes (NOPAT) and Asset Turns. The Compensation Committee
selected these metrics because they are key financial measures upon which we set our performance expectations for the year and
place an increased emphasis on free cash flow and capital discipline.
NOPAT =
Net Operating Profit After Taxes
OPERATING INCOME
Interest Income
Foreign Currency Gains (Losses)
Other Nonoperating Income (Expense), Net
NET OPERATING PROFIT
Income Taxes
NET OPERATING PROFIT AFTER TAXES
ASSET TURNS =
Revenue/Net Invested Capital
Average Net Assets(1)
Average Net Liabilities(2)
NET INVESTED CAPITAL
(1) Average Net Assets excludes cash and marketable investments, and current and non-current deferred income tax assets.
(2) Average Net Liabilities excludes current and long-term debt, which includes finance lease liabilities, and non-current deferred income tax liability.
Adjustments in the calculation of NOPAT and Asset Turns may,
at times, be approved by the Compensation Committee and can
include the treatment of unusual items that may have impacted
our actual results.
At the beginning of each plan year, the Compensation Committee
approves an incentive award schedule that equates levels of
performance with cash reward opportunities. The performance
goals range from “Threshold” to “Target” to “Maximum”. Threshold
reflects the minimum 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. The Compensation Committee may also
consider 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.
At the beginning of 2020, the Compensation Committee set
performance goals for our NEOs based on company-wide
consolidated NOPAT results. Threshold NOPAT was based on
90% of planned Operating Income, Target NOPAT on 100% of
planned Operating Income, and Maximum NOPAT on 110% of
planned Operating Income. Threshold Asset Turns was based
on 98% of planned Revenues, Target Asset Turns on 100% of
planned Revenues, and Maximum Asset Turns on 102% of planned
Revenues. Net Invested Capital was based on 100% of our
operating plan in all performance range scenarios.
37
HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and
Analysis
Compensation Discussion and Analysis
The Compensation Committee set the 2020 award levels, targeted to the market median, for our NEOs based on the company-wide
consolidated NOPAT and Asset Turns results. The performance goals for the 2020 plan year are noted in the table below:
Metrics
NOPAT
Asset Turns
Performance Range
Weighting
Threshold
Target
75%
25%
$1,350 M
$1,510 M
1.40
1.43
Maximum
$1,671 M
1.46
Actual
-$2,293 M
1.18
Because actual 2020 Asset Turns and NOPAT results were both below Threshold, our NEOs did not receive a payout under the Annual
Performance Pay Plan. As evidence of the Compensation Committee’s commitment to setting robust targets, over the past ten years,
the Annual Performance Pay Plan achieved Maximum performance levels four times, Target performance levels two times, and fell
short of the Threshold performance level four 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 2020 plan year, the Compensation Committee used the
following combination of equity vehicles for long-term incentive
grants:
Vehicle
Performance Units
Weighting
70% of Award
Purpose
Rewards achievement of specific financial goals measured over a three-
year performance period
Restricted Stock(1)
30% of Award
Supports leadership retention/stability objectives; five-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 Compensation Committee. Shares of restricted stock receive dividend or dividend equivalent payments.
Individual Incentive Opportunities
In determining the size of long-term incentive awards, the
Compensation Committee first considers market data for
comparable positions and then may adjust the awards upwards
or downwards based on the Compensation 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
2020 plan year, the Compensation Committee approved restricted
stock grants in December 2019.
Individual incentive opportunities are established based on market
references and the NEO’s role within the organization. In the Grants
of Plan-Based Awards in Fiscal 2020 table, the Threshold, Target,
and Maximum columns under the heading Estimated Future
Payouts Under Non-Equity Incentive Plan Awards indicate the
potential cash payout for each NEO under the Performance Unit
Program (PUP) for the 2020 cycle and the Threshold, Target, and
Maximum columns under the heading Estimated Future Payouts
Under Equity Incentive Plan Awards indicate the potential shares
vesting for each NEO under the PUP for the 2020 cycle. The
potential payouts are performance driven and completely at risk.
Actual payouts and shares vesting, if any, will not be determined
until the three-year cycle closes on December 31, 2022.
A Closer Look at the Performance Unit Program
The PUP 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.
The program measures ROCE on a relative basis to the results
of a pre-determined performance peer group over three years.
The performance peer group used for the PUP is comprised of
oilfield equipment and services companies and domestic and
international exploration and production companies. This peer
group is used for the PUP 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.
38
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
The three-year performance period aligns this measurement with our and our performance peer group’s business cycles. 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.
Consistent with our executive compensation objectives and
strategy to deliver leading returns in our industry, over the past
10 years the performance of PUP exceeded the 75th percentile five
times, has fallen between the 50th and 75th percentile four times,
and been below the 50th percentile only one time. We believe
that this long-term focus on generating superior returns within our
industry also correlates with our industry TSR outperformance over
the same period of time.
2020 Cycle PUP
For the 2020 cycle, consistent with the design from the prior year,
the Compensation Committee set the performance measures
on a 100% relative ROCE basis with relative performance to be
measured as of the three-year period ending December 31, 2022.
The 2020 PUP peer group was changed from the prior year peer
group. Anadarko Petroleum Corporation was removed for the
2020 cycle because it was acquired by another public company.
The performance peer group used for the 2020 PUP consists of the following companies:
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.
39
HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and Analysis
2020 Cycle – Performance Matrix
At the end of the three-year award cycle, the average ROCE of Halliburton and the performance peer group will be calculated and
performance percentiles will be determined. If Halliburton’s relative performance ranking is between the 25th and 75th percentiles, the
payout will be interpolated accordingly. If Halliburton’s relative performance ranking is below the 25th percentile, there will not be a payout.
In addition, as discussed above, based on shareholder feedback, the Compensation Committee also introduced a relative TSR modifier
that compares three-year performance against the OSX and can increase or decrease the incentive opportunity payout by 25%. The
modifier imposes an award penalty for bottom quartile performance and an incentive for top quartile performance as follows:
HAL ROCE
Ranking vs.
Performance
Peer Group
Below
Threshold
<25th percentile
Threshold
25th percentile
Plan
50th percentile
Challenge
≥75th percentile
Unadjusted
Incentive
Opportunity1
0%
25%
100%
200%
Lower Quartile
Performance
≤25th percentile
75%
0%
(0% x 75%)
18.75%
(25% x 75%)
75%
(100% x 75%)
150%
(200% x 75%)
Relative TSR Modifier
2nd/3rd Quartile
Performance
>25th percentile & <75th
percentile
MULTIPLIER
100%
0%
(0% x 100%)
25%
(25% x 100%)
100%
(100% x 100%)
200%
(200% x 100%)
Upper Quartile²
Performance
≥75th percentile
125%
0%
(0% x 125%)
31.25%
(25% x 125%)
125%
(100% x 125%)
250%
(200% x 125%)
¹ If Halliburton’s relative ROCE performance ranking is between the 25th and 75th percentiles, the payout will be interpolated accordingly.
2 If TSR is in the upper quartile but negative, the TSR Modifier will not apply.
Any awards earned at the end of the 2020 cycle will be issued 50% in stock and 50% in cash.
2018 Cycle PUP
The table below shows the incentive opportunity based on
Halliburton’s ROCE performance relative to that of our performance
peer group for the 2018 cycle of the PUP that ended on
December 31, 2020. We achieved ROCE of -2.1% which was above
the 75th percentile of our performance peer group’s ROCE of -3.7%
and yielded an award paid at 200% of the target opportunity level.
2018 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 2021 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.
40
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
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.
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 Compensation Committee
in advance of calculating any awards.
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 Compensation Committee.
However, participation one year does not guarantee future
participation. In 2020, the Compensation Committee authorized
retirement allocations under the SERP to all NEOs as listed in
the Supplemental Table: All Other Compensation and the 2020
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.
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
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 2020, 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 2020
Nonqualified Deferred Compensation table.
41
HALLIBURTON ❘ 2021 Proxy Statement Compensation Discussion and Analysis
Benefit Restoration Plan
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 (IRC) 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
IRC Section 162(m). 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 2020.
In 2020, all NEOs received awards under this plan in the amounts
included in the Supplemental Table: All Other Compensation and
the 2020 Nonqualified Deferred Compensation table.
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 Mr. Miller
during 2020.
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.
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.
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 2020.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Compensation Discussion and Analysis
Stock Ownership Requirements
We have stock ownership requirements for our executive officers,
which include all 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 Compensation Committee reviews their holdings, which
include restricted shares and all other Halliburton common stock
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.
Additionally, the policy:
owned by the 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, 2020, all NEOs met the requirements.
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.
zz discourages all employees and Directors from speculative
activities in Halliburton securities and related derivative
securities, such as puts or call options;
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 to all Halliburton securities, including restricted stock,
restricted stock units, options, and debt securities, which are
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, share vesting under the long-term incentive plan,
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
IRC Section 162(m) 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.
believes that the elimination of the deduction on compensation
payable in excess of the $1 million limitation for our NEOs is
not material relative to the benefit of being able to attract and
retain talented management. Accordingly, our Compensation
Committee will continue to pay compensation that is not
deductible.
Although the tax deductibility of compensation is a consideration
evaluated by our Compensation Committee, the Committee
43
HALLIBURTON ❘ 2021 Proxy Statement Executive Compensation Tables
Summary Compensation Table
The following tables set forth information regarding our CEO, CFO, and our three other most highly compensated executive officers
for the fiscal year ended December 31, 2020.
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Jeffrey A. Miller
2020
1,300,000
Chairman, President
and Chief Executive
Officer
2019
1,500,000
2018
1,400,000
Lance Loeffler
Executive Vice
President and Chief
Financial Officer
Eric J. Carre
Executive Vice
President – Global
Business Lines
Joe D. Rainey
President – Eastern
Hemisphere
Mark J. Richard
President – Western
Hemisphere
2020
2019
2018
2020
2019
2020
2019
2018
2020
2019
709,333
650,000
375,000
746,667
800,000
849,333
910,000
875,000
756,000
716,678
0
0
0
0
0
0
0
0
0
0
0
0
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change In
Pension Value
and NQDC
Earnings
($)
0
0
9,456,914
5,730,380
252,566
139,300
Stock
Awards
($)
9,687,697
3,584,073
3,137,712
1,253,184
9,628,708
2,554,478
888,858
0
0
0
0
0
1,316,925
626,190
60,626
2,534,094
2,485,124
2,455,778
848,065
3,256,812
1,129,322
0
0
0
0
All Other
Compensation
($)
Total
($)
1,622,208 22,319,385
1,799,861 12,753,614
1,533,288 16,999,898
504,508
3,788,044
465,091
2,008,605
218,632
2,597,642
697,483
6,523,535
737,503
4,916,158
47,006
19,725
4,656
269
89,513
45,466
3,378,792
3,307,924
490,397
409,467
4,868,394
12,843,728
2,368,494
8,125,207
1,223,016
488,976
5,240,944
11,626
3,135,200
10,974,762
3,226,875
1,129,322
0
0
2,000,000
123,041
1,337,580
7,443,496
1,656,000
88,574
1,321,431
4,912,005
Supplemental Summary Compensation Table Information
for CEO
As described in the CD&A section entitled “CEO Compensation: Understanding the Summary Compensation Table”, there are two key
factors to consider when analyzing our CEO’s reported compensation in this year’s Summary Compensation Table (SCT):
zz Mr. Miller’s promotion to CEO in 2018, which increased his
target market competitive pay levels, primarily impacting the
amount earned under the Performance Unit Program in 2020
as compared to 2019; and
zz Based on shareholder feedback, we fundamentally changed the
structure of our long-term incentives. As a result, we are required
to report performance awards for 2020 from two different plan
years in this proxy statement. This means that we are reporting
both the cash earned for the 2018 PUP cycle and target equity
granted for the 2020 PUP cycle, resulting in an additional $5M
being reported in the Stock Awards column of the SCT.
The following table shows 2020 total compensation as reported in the SCT adjusted to remove the value attributed to the target level equity
performance shares granted for the 2020 PUP cycle. This table is not intended to replace the SCT. The table is intended to present a picture
of Mr. Miller’s compensation for 2020 as viewed by the Compensation Committee when setting target total compensation for Mr. Miller.
Name
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change In
Pension Value
and NQDC
Earnings
($)
All Other
Compensation
($)
Total
($)
Jeffrey A. Miller
2020
1,300,000
0
4,691,304
0
9,456,914
252,566
1,622,208 17,322,992
44
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com
Executive Compensation Tables
stated in the applicable nonqualified plan document and the
Internal Revenue Service Long-Term 120% AFR rate as of
December 31, 2020. The 120% AFR rate used for determining
above-market earnings in 2020 was 1.58%.
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 3.42% (5% (plan interest) minus 1.58%) for 2020.
NEOs earned above-market earnings for their balances associated
with the plan as follows: $226,453 for Mr. Miller; $17,594 for
Mr. Loeffler; $77,522 for Mr. Carre; $232,796 for Mr. Rainey; and
$39,758 for Mr. Richard.
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 4.42%
(6% (plan interest) minus 1.58%) for 2020.
NEOs earned above-market earnings for their balances associated
with the plan as follows: $26,113 for Mr. Miller; $2,131 for
Mr. Loeffler; $11,991 for Mr. Carre; $23,881 for Mr. Rainey; and
$7,546 for Mr. Richard.
Elective Deferral Plan Above-Market Earnings. The average NEO
earnings for the balances associated with the Elective Deferral
Plan were 6.78% for 2020. The above-market earnings associated
with this plan equaled 5.20% (6.78% minus 1.58%) for 2020.
NEOs earned above-market earnings for balances associated
with the plan as follows: $233,720 for Mr. Rainey; and $75,737 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 2020
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.
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 aggregate grant date fair value of the restricted
stock and performance shares awarded in 2020. As noted in
the Supplemental Summary Compensation Table Information
for CEO, the amount for performance shares awarded in 2020
has been removed from that table. Each amount reflects an
accounting expense and does not correspond to actual value
that may be realized by a NEO in the future. 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 restricted stock units granted by the closing stock price
on the grant date. For the performance shares, a Monte Carlo
simulation that uses a probabilistic approach was performed by an
actuary to determine grant date fair value. The NEOs may never
realize any value from these performance shares and, to the extent
that they do, the amounts realized may have no correlation to the
amounts reported above.
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 reflects amounts earned
in 2020 and paid in 2021 for the 2018 cycle Performance Unit
Program.
The 2018 cycle Performance Unit Program amounts paid to each
NEO are: $9,456,914 for Mr. Miller; $2,534,094 for Mr. Carre;
$3,378,792 for Mr. Rainey; and $2,000,000 for Mr. Richard.
Mr. Loeffler was not a participant in the 2018 cycle Performance
Unit Program. The amounts paid to the NEOs for the 2018 cycle
Performance Unit Program differ from what is shown in the Grants
of Plan-Based Awards in Fiscal Year 2020 table under Estimated
Future Payments Under Non-Equity Incentive Plan Awards. That
table indicates the potential award amounts payable in cash under
the 2020 cycle Performance Unit Program, which will close on
December 31, 2022.
As discussed in the Compensation Discussion and Analysis, no
amounts were earned by our NEOs under the 2020 Halliburton
Annual Performance Pay Plan because the minimum threshold
performance level was not achieved.
Change in Pension Value and NQDC Earnings. The amounts
in the Change in Pension Value and NQDC Earnings column are
attributable to the above-market earnings for various nonqualified
plans. The methodology for determining what constitutes above-
market earnings is the difference between the interest rate as
45
HALLIBURTON ❘ 2021 Proxy Statement Executive Compensation Tables
Supplemental Table: All Other Compensation
The following table details the components of the All Other Compensation column of the Summary Compensation Table for 2020.
Halliburton
Foundation
($)
Halliburton
Giving
Choices
($)
HALPAC
($)
Restricted
Stock
Dividends
($)
HRSP
Employer
Match
($)
Benefit
Restoration
Plan
($)
Name
Expatriate
Assignment
($)
SERP
($)
All
Other
($)
Total
($)
Jeffrey A. Miller
112,500
Lance Loeffler
17,325
1,000
575
5,000
5,000
Eric J. Carre
Joe D. Rainey
0
0
0
0
0
0
159,818
13,313
50,750 1,266,000
28,462
13,929
21,217
418,000
42,900
14,000
23,083
617,000
0
0
0
13,827 1,622,208
0
504,508
500
697,483
0
13,758
28,217 1,014,000
3,812,419
0 4,868,394
Mark J. Richard
45,000
460
5,000
32,320
14,250
23,550 1,217,000
0
0 1,337,580
Halliburton Foundation. The Halliburton Foundation allows
NEOs and other employees to donate to approved universities,
medical hospitals, and primary schools of their choice. In 2020,
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
2020 contributions up to $50,000 to qualified organizations to be
matched on a 2.25 for 1 basis.
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 2020.
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 2020.
Restricted Stock Dividends. This is the amount of dividends
paid on restricted stock held by NEOs in 2020. 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 Halliburton
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
$285,000 in 2020.
Benefit Restoration Plan. This is the award earned under the
Benefit Restoration Plan in 2020 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 2020
Nonqualified Deferred Compensation table.
Supplemental Executive Retirement Plan. This is the award
approved under the Supplemental Executive Retirement Plan in
2020 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 2020
Nonqualified Deferred Compensation table.
Expatriate Assignment. In 2020, Mr. Rainey received
compensation associated with his expatriate assignment similar
in type to that received by other expatriates on comparable
assignments. He received $88,180 for cost of living adjustment;
$84,933 for mobility premium; $3,501,795 for tax equalization;
$107,601 for imputed housing allowance; $16,840 for tax
preparation; 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. For 2020, the
incremental cost to us for this personal use of our aircraft
was $8,978 for Mr. Miller. For total compensation purposes
in 2020, 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 2020, home security costs were as follows:
$2,100 for Mr. Miller.
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 2020, the cost to us for personal use
was $2,749.
zz Other Compensation for Mr. Carre. In 2020, Mr. Carre received
$500 in tax preparation fees.
46
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Executive Compensation Tables
Executive Compensation Tables
Grants of Plan-Based Awards in Fiscal 2020
The following table represents amounts associated with the 2020 cycle Performance Unit Program, the 2020 Annual Performance
Pay Plan, and restricted stock awards granted in 2020 to our NEOs.
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
Name
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Jeffrey A.
Miller
998,250 3,993,000
9,982,500 (1)
900,000 2,250,000
4,500,000(2)
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
Grant Date
Fair Value
of Stock and
Options
Awards
($)(4)
Lance
Loeffler
Eric J.
Carre
Joe D.
Rainey
Mark J.
Richard
1/2/2020
12/2/2020
1/2/2020
12/2/2020
1/2/2020
12/2/2020
1/2/2020
12/2/2020
1/2/2020
12/2/2020
247,788
991,150
2,477,875(1)
304,000
760,000
1,520,000(2)
235,800
943,200
2,358,000(1)
320,000
800,000
1,600,000(2)
315,000 1,260,000
3,150,000(1)
400,400 1,001,000
2,002,000(2)
315,000 1,260,000
3,150,000(1)
356,400
891,000
1,782,000(2)
48,693
194,773
486,933(3)
4,996,393
266,400
4,691,304
12,075
48,300
120,750(3)
1,239,011
74,700
1,315,467
11,525
46,100
115,250(3)
1,182,575
72,300
1,273,203
15,350
61,400
153,500(3)
1,575,057
95,500
1,681,755
15,350
61,400
153,500(3)
1,575,057
93,800
1,651,818
(1) Cash opportunity levels under the 2020 cycle of the Performance Unit Program.
(2) Cash opportunity levels under the 2020 Halliburton Annual Performance Pay Plan.
(3) Share opportunity levels under the 2020 cycle of the Performance Unit Program.
(4) With respect to restricted stock awards, this column reflects the grant date fair value of the award. With respect to equity-based incentive awards under
the PUP, this column reflects the grant date fair value at target.
As indicated by footnotes (1) and (3), the cash opportunities for
each NEO under the 2020 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 and the share opportunities are reflected under Estimated
Future Payouts Under Equity Incentive Plan Awards. The potential
payouts are performance driven and completely at risk. For more
information on the 2020 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 2020 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 2020
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 2020 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 2020 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 the first quarter of 2020 and $0.045 per
share during the last three quarters of 2020. The shares may not
be sold or transferred until fully vested. The shares remain subject
47
HALLIBURTON ❘ 2021 Proxy Statement
Executive Compensation Tables
to forfeiture during the restricted period in the event of the NEO’s
termination of employment or an unapproved early retirement.
The performance share grants awarded to the NEOs during 2020
are subject to a three-year performance period. All performance
shares are priced at fair market value on the date of grant. Quarterly
dividends will not be paid during the performance period but shall
be accrued and paid in cash at the time, and to the extent, the
underlying shares of Company common stock are delivered.
Outstanding Equity Awards at Fiscal Year End 2020
The following table represents outstanding stock option and restricted stock awards for our NEOs as of December 31, 2020. 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 $18.90 on December 31, 2020.
Option Awards
Stock Awards
Option
Expiration
Date
12/4/2023
12/3/2024
12/2/2025
12/7/2026
12/6/2027
12/5/2028
Number of
Shares
or Units
of Stock
Not Vested
(#)
Market Value
of Shares
or Units of
Stock
Not Vested
($)
–
–
–
–
–
–
8,360
158,004
150,000
2,835,000
30,840
59,880
582,876
1,131,732
133,547
2,524,038
Equity
Incentive
Plan
Awards:
# Unearned
Shares
Units or
Other
Rights
Not Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares
Units or
Other Rights
Not Vested
($)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
194,773
3,681,210
266,400
5,034,960
–
–
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Name
Grant Date
Jeffrey A.
Miller(1)
12/4/2013
55,700
12/3/2014
115,100
50.62
40.75
38.95
53.54
43.38
31.44
–
–
–
–
–
–
57,066
–
–
–
99,200
69,500
–
128,500
114,134
–
–
–
12/2/2015
12/7/2016
6/1/2017
12/6/2017
12/5/2018
12/4/2019
1/2/2020
12/2/2020
1/2/2015
1/4/2016
1/3/2017
1/2/2018
12/5/2018
12/4/2019
1/1/2020
12/2/2020
TOTAL
Lance
Loeffler(2)
582,134
57,066
649,027
12,266,610
194,773
3,681,210
39.49
34.48
55.68
49.61
31.44
1/2/2025
1/4/2026
1/3/2027
1/2/2028
12/5/2028
15,594
27,912
16,678
13,611
34,067
–
–
–
–
–
–
6,805
17,033
–
–
–
–
2,088
2,592
4,596
17,880
33,120
–
–
39,463
48,989
86,864
337,932
625,968
–
–
–
–
–
–
–
–
–
–
–
–
–
48,300
912,870
74,700
1,411,830
–
–
TOTAL
107,862
23,838
134,976
2,551,046
48,300
912,870
48
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com
Executive Compensation Tables
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
8,300
24,750
9,534
–
30,100
34,425
33,401
–
–
–
50.01
39.49
34.48
53.54
43.38
31.44
–
–
–
–
–
–
16,699
–
–
–
Option
Expiration
Date
1/2/2024
1/2/2025
1/4/2026
12/7/2026
12/6/2027
12/5/2028
Number of
Shares
or Units
of Stock
Not Vested
(#)
Market Value
of Shares
or Units of
Stock
Not Vested
($)
–
–
3,341
40,000
3,620
8,280
17,520
31,600
–
–
63,145
756,000
68,418
156,492
331,128
597,240
Equity
Incentive
Plan
Awards:
# Unearned
Shares
Units or
Other
Rights
Not Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares
Units or
Other Rights
Not Vested
($)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
46,100
871,290
72,300
1,366,470
–
–
140,510
16,699
176,661
3,338,893
46,100
871,290
14,566
37,933
45,500
59,500
58,700
40,100
–
45,900
44,534
–
–
–
–
–
–
–
–
–
–
–
22,266
–
–
–
35.57
33.50
50.62
40.75
38.95
53.54
43.38
31.44
12/6/2021
12/5/2022
12/4/2023
12/3/2024
12/2/2025
12/7/2026
12/6/2027
12/5/2028
–
–
–
–
–
–
–
–
–
–
4,840
91,476
54,089
1,022,282
11,040
23,340
42,080
208,656
441,126
795,312
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
61,400
1,160,460
95,500
1,804,950
–
–
346,733
22,266
230,889
4,363,802
61,400
1,160,460
4,600
6,400
13,900
7,900
14,807
28,604
17,119
16,013
29,283
–
–
–
–
–
–
–
–
–
–
8,006
40.83
34.15
36.31
50.01
39.49
34.48
55.68
49.61
1/1/2021
1/3/2022
1/3/2023
1/2/2024
1/2/2025
1/4/2026
1/3/2027
1/2/2028
14,641
27.14
12/20/2028
–
–
–
–
–
–
–
–
3,341
4,163
8,466
15,474
42,080
–
–
–
–
–
–
63,145
78,681
160,007
292,459
795,312
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
61,400
1,160,460
93,800
1,772,820
–
–
Name
Grant Date
Eric J.
Carre(3)
TOTAL
Joe D.
Rainey(4)
TOTAL
Mark J.
Richard(5)
1/2/2014
1/2/2015
1/4/2016
5/1/2016
12/7/2016
12/6/2017
12/5/2018
12/4/2019
1/2/2020
12/2/2020
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
12/2/2020
1/1/2020
1/1/2011
1/3/2012
1/3/2013
1/2/2014
1/2/2015
1/4/2016
1/3/2017
1/2/2018
12/20/2018
12/4/2019
1/1/2020
12/2/2020
TOTAL
138,626
22,647
167,324
3,162,424
61,400
1,160,460
49
HALLIBURTON ❘ 2021 Proxy Statement
Executive Compensation Tables
(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.
(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.
2020 Option Exercises and Stock Vested
The following table represents stock options exercised and restricted shares that vested during fiscal year 2020 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
(#)
–
–
–
–
–
–
–
–
–
–
88,267
29,846
28,336
35,240
28,149
Value Realized
on Vesting
($)
1,690,907
527,189
585,060
670,511
588,155
The value realized for vested restricted stock awards was determined by multiplying the fair market value of the shares (closing price of
our common stock on the NYSE on the vesting date) by the number of shares that vested. Shares vested on various dates throughout
the year. The value listed represents the aggregate value of all shares that vested for each NEO in 2020.
2020 Nonqualified Deferred Compensation
The 2020 Nonqualified Deferred Compensation table reflects balances in our nonqualified plans as of January 1, 2020, contributions
made by the NEO and us during 2020, earnings (the net of the gains and losses on funds, as applicable), distributions, and the ending
balance as of December 31, 2020. The plans are described in Compensation Discussion and Analysis.
Name
Jeffrey A. Miller
Plan
SERP
Lance Loeffler
Eric J. Carre
Benefit Restoration
TOTAL
SERP
Benefit Restoration
TOTAL
SERP
Benefit Restoration
TOTAL
Executive
Contributions
In Last
Fiscal Year
($)
Registrant
Contributions
In Last
Fiscal Year
($)
Aggregate
Earnings
In Last
Fiscal Year
($)
Aggregate
Distributions
($)
0
0
0
0
0
0
0
0
0
1,266,000
327,723
50,750
35,465
1,316,750
363,188
418,000
25,477
21,217
2,898
439,217
28,375
617,000
112,201
23,083
16,286
640,083
128,487
0
0
0
0
0
0
0
0
0
01/01/20
Balance
($)
6,409,491
591,913
7,001,404
498,927
48,541
547,468
2,194,885
271,781
2,466,666
Aggregate
Balance At
Last Fiscal
Year End
($)
8,003,214
678,128
8,681,342
942,404
72,656
1,015,060
2,924,086
311,150
3,235,236
50
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Executive Compensation Tables
Name
Joe D. Rainey
Plan
SERP
Mark J. Richard
Benefit Restoration
Elective Deferral
TOTAL
SERP
Benefit Restoration
Elective Deferral
TOTAL
01/01/20
Balance
($)
6,587,991
540,904
4,212,075
11,340,970
1,129,000
171,127
1,570,959
2,871,086
Executive
Contributions
In Last
Fiscal Year
($)
Registrant
Contributions
In Last
Fiscal Year
($)
Aggregate
Earnings
In Last
Fiscal Year
($)
Aggregate
Distributions
($)
Aggregate
Balance At
Last Fiscal
Year End
($)
7,938,877
601,548
4,512,346
13,052,771
2,403,596
204,927
1,014,000
336,886
28,217
32,427
0
300,271
1,042,217
669,584
1,217,000
23,550
57,596
10,250
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
100,558
209,823
1,461,694
1,240,550
168,404
209,823
4,070,217
Employment 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:
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 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.
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 both a payment equal to the target amount of
51
HALLIBURTON ❘ 2021 Proxy Statement Executive Compensation Tables
the cash award he or she would have been entitled to receive
and the vesting of the target amount of performance shares
awarded, without proration; and
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 in the event of a change-in-control after the end of a performance
cycle but before the payment and vesting date, a participant will
be entitled to an immediate payment equal to the cash award
earned and the vesting of performance shares earned for that
performance cycle.
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.
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:
Post-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, 2020.
Termination Event
Early
Retirement
w/o
Approval
($)
Early
Retirement
w/Approval
($)
Resignation
($)
Normal
Retirement
($)
Term
for Cause
($)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
12,266,610
12,266,610
0
0
9,748,609
9,748,609
3,067,678
3,067,678
0
0
0
0
0
0
Name
Jeffrey A.
Miller
Payments
Severance
Annual Perf. Pay Plan
Restricted Stock
Stock Options
Performance Cash
Performance Shares
Term
w/o
Cause
($)
3,000,000
0
Change in
Control
($)
0
0
12,266,610
4,707,612
Nonqualified Plans
8,681,342
8,681,342
8,681,342
8,681,342
8,681,342
8,681,342
Health Benefits
0
12,000
12,000
0
0
0
8,681,342
8,693,342
33,776,239
33,764,239
8,681,342
23,947,952
14,164,526
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
2,551,046
2,551,046
0
0
2,745,259
2,745,259
760,725
72,656
0
760,725
72,656
0
1,520,000
0
0
0
2,551,046
513,248
0
0
0
0
0
0
72,656
72,656
0
0
72,656
72,656
6,129,686
6,129,686
72,656
4,143,702
513,248
Nonqualified Plans
72,656
72,656
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
3,338,893
3,338,893
0
0
2,664,261
2,664,261
726,081
726,081
0
0
0
0
0
0
Nonqualified Plans
3,235,236
3,235,236
3,235,236
3,235,236
3,235,236
3,235,236
0
0
0
0
0
0
3,235,236
3,235,236
9,964,471
9,964,471
3,235,236
8,174,129
3,353,239
0
9,456,914
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1,600,000
0
0
0
3,338,893
819,145
0
2,534,094
0
0
0
Lance
Loeffler
TOTAL
Severance
Annual Perf. Pay Plan
Restricted Stock
Stock Options
Performance Cash
Performance Shares
Health Benefits
TOTAL
Eric J. Carre
Severance
Annual Perf. Pay Plan
Restricted Stock
Stock Options
Performance Cash
Performance Shares
Health Benefits
TOTAL
52
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Executive Compensation Tables
Term
w/o
Cause
($)
1,820,000
0
Change in
Control
($)
0
0
4,363,802
1,763,540
0
0
0
0
0
0
0
3,378,792
0
0
0
0
2,000,000
0
0
0
1,620,000
0
0
0
3,162,424
594,292
Termination Event
Early
Retirement
w/o
Approval
($)
Early
Retirement
w/Approval
($)
Resignation
($)
Normal
Retirement
($)
Term
for Cause
($)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
4,363,802
4,363,802
0
0
3,555,851
3,555,851
967,056
967,056
0
0
0
0
0
0
Name
Payments
Joe D. Rainey Severance
Annual Perf. Pay Plan
Restricted Stock
Stock Options
Performance Cash
Performance Shares
Nonqualified Plans
13,052,771
13,052,771
13,052,771
13,052,771
13,052,771
13,052,771
Health Benefits
0
12,000
12,000
0
0
0
13,052,771
13,064,771
21,951,480
21,939,480
13,052,771
19,236,573
5,142,332
Mark J.
Richard
TOTAL
Severance
Annual Perf. Pay Plan
Restricted Stock
Stock Options
Performance Cash
Performance Shares
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
3,162,424
3,162,424
0
0
3,555,851
3,555,851
967,056
967,056
0
0
0
0
0
0
Nonqualified Plans
4,070,218
4,070,218
4,070,218
4,070,218
4,070,218
4,070,218
Health Benefits
TOTAL
0
12,000
12,000
0
0
0
4,070,218
4,082,218
11,767,549
11,755,549
4,070,218
8,852,642
2,594,292
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:
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 Severance Pay. No severance would be paid to the NEO.
zz Health Benefits. The NEO is not eligible for the $12,000 credit
zz Annual Performance Pay Plan. No payment would be made to
the NEO under the Performance Pay Plan.
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 2020 table.
zz Stock Options. The NEO must exercise outstanding, vested
options within 30 to 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 2020 table.
zz Performance Cash. The NEO would not be eligible to receive
payments under the Performance Unit Program.
zz Performance Shares. The NEO would not be eligible to receive
performance shares 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 2020
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 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) or the pro rata distribution of performance awards, if
earned. Early retirement eligibility is a condition that must be met
before the Compensation Committee will consider retention of
stock awards and pro rata participation in performance 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
53
HALLIBURTON ❘ 2021 Proxy Statement Executive Compensation Tables
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 Annual Performance Pay Plan. If the NEO retires prior to the end
of the plan year for any reason other than death or disability,
he would forfeit any payment due under the plan, unless the
Compensation Committee determines that the payment should
be prorated for the partial plan year.
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 2020 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
2020 table.
zz Performance Cash. 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 Performance Shares. 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. The
shares, if earned, are vested and the NEO would receive the
performance shares 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 2020
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.
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 Cash. No payment would be paid to the NEO
under the Performance Unit Program.
zz Performance Shares. No performance shares would be vested
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.
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 2020 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 2020. Stock option
information can be found in the Outstanding Equity Awards at
Fiscal Year End 2020 table.
zz Performance Cash. 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. Beginning with 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.
zz Performance Shares. As described in Compensation Discussion
and Analysis, beginning with the 2020 performance cycle,
50% of a NEO’s opportunity was granted in shares. For the
2020 performance cycle, a NEO experiencing a Qualifying
Termination will be entitled to share vesting equal to the target
amount of the award he or she would have been entitled to
receive, without proration.
54
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Executive Compensation Tables
Equity Compensation Plan Information
The following table provides certain information, as of December 31, 2020, 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)
25,930,679
—
25,930,679
$
$
40.36
—
40.36
33,806,364
—
33,806,364
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved
by security holders
TOTAL
CEO Pay Ratio
For 2020, the annual total compensation of our CEO was 293 times
the median of the annual total compensation of all employees,
based on annual total compensation of $22,336,238 for the
CEO and $76,266 for the median employee. In the Supplemental
Summary Compensation Table Information for CEO, we describe
two key factors impacting our CEO’s compensation in 2020. If
the amount of $17,322,992 presented in that table was used, our
CEO would have earned 227 times the median of the annual total
compensation of all employees. What follows is a description of
the methodology used for 2020.
This disclosure is based on an October 1, 2020, employee
population of 40,853, of which 11,226 were U.S. employees
and 29,627 were non-U.S. employees. We excluded from
this employee population 2,020 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
38,833.
Country
Ecuador
Kazakhstan
Congo
Italy
Bolivia
Trinidad and
Tobago
Romania
Netherlands
Pakistan
Panama
Ghana
Cameroon
Headcount
Country
Headcount
Country
Headcount
Country
Headcount
Non-U.S. Employee Country Exclusions
335
217
134
131
129
106
94
81
76
69
63
58
Vietnam
New Zealand
Germany
Denmark
Guyana
Ukraine
Papua New Guinea
Bangladesh
Chile
Poland
France
Japan
58
57
56
50
40
38
26
24
24
24
22
15
Spain
Mozambique
Côte d'Ivoire
Philippines
Austria
Turkmenistan
Myanmar
Cyprus
Hungary
Yemen
Albania
Bulgaria
Equatorial Guinea
Kenya
South Korea
Peru
Suriname
Switzerland
Turkey
Belgium
Israel
South Africa
Uganda
14
10
9
9
8
7
5
3
3
3
2
2
2
2
2
2
2
2
2
1
1
1
1
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, 2020, 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 2020 Summary
Compensation Table, $22,319,385, 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.
55
HALLIBURTON ❘ 2021 Proxy Statement Proposal 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 2020 annual meeting and
reserved 29,790,261 shares for issuance thereunder.
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 16,825,000 shares. The Stock and
Incentive Plan is the only active plan used to grant awards of the
types described in this proposal.
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 17, 2021, 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
16,825,000 shares to the Stock and Incentive Plan (Plan).
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;
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 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 Awards are subject to a “double-trigger” change-of-control
provision.
The 16,825,000 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 2023 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 2023.
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, 2021, from the Plan(1)
Remaining shares available for grant as of March 1, 2021
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
247,199,680
227,786,161
19,413,519
16,825,000
36,238,519
(1) As of March 1, 2021, Halliburton had total outstanding awards of 25,700,436 options with a weighted average exercise price of $40.37 and a weighted
average life of 5.29 years, and 20,563,869 full value awards.
56
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Proposal 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 36,238,519 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.
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HALLIBURTON ❘ 2021 Proxy Statement Proposal 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:
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 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
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, 2021, approximately 12,000
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.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Proposal 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
zz profit return and margins
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
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 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.
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.
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HALLIBURTON ❘ 2021 Proxy Statement Proposal 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.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Proposal 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 22, 2021, as
traded on the NYSE, was $21.54 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.
61
HALLIBURTON ❘ 2021 Proxy Statement Proposal No. 5 Proposal to Amend
and Restate the Halliburton Company
Employee Stock Purchase Plan
Introduction
In 2002, the Board of Directors adopted and the shareholders
approved the Halliburton Company 2002 Employee Stock
Purchase Plan (2002 ESPP), effective July 1, 2002, and
reserved 24,000,000 shares (adjusted for 2-1 stock split
in July 2006) for issuance under the 2002 ESPP. The 2002
Non-Qualified Stock Purchase Plan, a sub-plan of the 2002 ESPP
(Sub-Plan), was established to facilitate the offering of stock
ownership interests to employees residing outside the United
States. In 2009, the 2002 ESPP was renamed the Halliburton
Company Employee Stock Purchase Plan (ESPP), the Sub-Plan
was renamed the Halliburton Company Non-Qualified Stock
Purchase Plan (NQSPP) and an additional 20,000,000 shares
were approved by shareholders for issuance under the plans. In
2015, the ESPP was amended and restated, and shareholders
approved, an additional 30,000,000 shares for issuance under
the plans.
This amendment and restatement replenishes the pool of shares
of Halliburton common stock available for purchase under the
ESPP by adding 30,000,000 shares. This amended and restated
ESPP is subject to shareholder approval.
Our Board is requesting that shareholders approve the amendment
and restatement of the ESPP and the reservation of shares for
issuance under the ESPP, which amendment and restatement
was approved by the Board of Directors on February 17, 2021.
Shareholder approval will qualify the shares for special tax
treatment under IRC Section 423.
Summary of the ESPP
Purpose. The purpose of the ESPP is to provide employees of
Halliburton and its designated subsidiaries with the opportunity
to purchase Halliburton common stock and, therefore, to have an
additional incentive to contribute to the prosperity of Halliburton.
Administration. The ESPP will be administered by the
Compensation Committee of Directors. None of the members of
the Compensation Committee is an officer or employee, or former
officer or employee, of Halliburton or its subsidiaries. Subject to
the terms of the ESPP, the Compensation Committee has the
power to make, amend, and repeal rules and regulations for the
interpretation and administration of the ESPP. The decisions of the
Compensation Committee are final and binding upon all parties.
Shares Subject to the ESPP. As amended and restated, there will
be a total of 104,000,000 shares reserved for issuance under the
ESPP, subject to adjustment as described below. The reserved
shares will also be used to fund stock purchases under the
NQSPP, and any shares issued under the NQSPP will reduce,
on a share-for-share basis, the number of shares available for
subsequent issuance under the ESPP.
Eligibility. In general, any employee of Halliburton or a designated
subsidiary is eligible to participate in the ESPP during a purchase
period unless the employee is employed in a country whose
laws or regulations effectively prohibit participation in the plan. A
“purchase period” is a period of approximately three months that
begins on the first trading day of each January, April, July, and
October. An “enrollment date” is the first day of each purchase
period. Eligible employees become participants in the ESPP by
filing with Halliburton a payroll deduction authorization form within
the time prescribed by the Compensation Committee prior to an
enrollment date.
As of January 31, 2021, 65,954,939 shares of common stock had
been issued under the ESPP and the NQSPP, and 38,045,061
shares would be available for future issuance, assuming
approval of the 30,000,000 share increase, which forms part of
this proposal. As of January 31, 2021, approximately 36,000
employees, including 11 executive officers, would have been
eligible to participate in the ESPP.
Plan Participation. Each participant is granted a right to purchase
shares of Halliburton common stock on his or her enrollment date.
A participant in the ESPP may make contributions through payroll
deductions of up to ten percent of his or her eligible compensation
each pay period, but not less than $10 for any pay period. Stock
purchase rights may not accrue at a rate that exceeds $25,000
in fair market value of the common stock (determined at the
time such stock purchase rights are granted) per calendar year.
The participant’s contributions are used to purchase shares of
Halliburton’s common stock at the end of each purchase period.
The right to purchase Halliburton shares is exercised automatically
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Proposal to Amend and Restate the Halliburton Company Employee Stock Purchase Plan
on the last trading day of each purchase period (purchase date)
to the extent of the payroll deductions accumulated during the
purchase period, provided that the number of shares that may
be purchased by a participant in any purchase period is limited to
10,000 shares. No participant shall be granted a stock purchase
right under the ESPP to the extent that, immediately after the
grant, such participant (or any other person whose stock would
be attributed to such participant) would own capital stock of
Halliburton and/or hold outstanding options to purchase such
stock possessing 5% or more of the total combined voting power
or value of all classes of the capital stock of Halliburton or any of
its subsidiaries.
Purchase Price; Shares Purchased. The purchase price per
share is equal to 90% of the fair market value of the common
stock on the enrollment date or the purchase date, whichever
is less. The number of whole and fractional shares of Halliburton
common stock a participant purchases in each purchase period
is determined by dividing the total amount of payroll deductions
during the purchase period by the purchase price.
Termination of Employment. Termination of a participant’s
employment for any reason, including death, immediately cancels
his or her participation in the ESPP. In that event, the payroll
deductions credited to the participant’s account will be refunded
to him or her, and in the case of death, to his or her estate or
personal representative.
Changes in Common Stock; Adjustments. In the event that
Halliburton’s common stock is changed by reason of any stock
split, stock dividend, recapitalization, combination, or other similar
change in Halliburton’s capital structure, appropriate action will be
taken by the Compensation Committee to adjust any or all of (i) the
number and type of shares subject to the ESPP, (ii) the number
and type of shares subject to outstanding stock purchase rights,
and (iii) the purchase price. In the event of a Corporate Change (as
defined in the ESPP), unless the successor corporation assumes
or substitutes new stock purchase rights:
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 Corporate Change; and
zz on the effective date, any unexercised stock purchase rights will
expire and Halliburton will promptly refund the unused amount
of each participant’s payroll deductions.
Amendment and Termination of the Plan. The Board may terminate
the ESPP at any time with respect to common stock that is not
subject to stock purchase rights. The Board may amend the
ESPP at any time, provided that no change may be made in
any outstanding stock purchase right that would materially impair
that right without the consent of the participant. If not sooner
terminated, the ESPP will automatically terminate when all of the
shares of common stock reserved for issuance have been sold.
Withdrawal. Generally, a participant may withdraw from the ESPP
during a purchase period at any time prior to the fifth business
day before a purchase date.
The summary of the ESPP 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 ESPP. It is qualified in its entirety by references to the full text
of the ESPP. A copy of the ESPP can be found in Appendix B
to this proxy statement, and any shareholder who wishes to
obtain a copy of the ESPP may do so by written request to the
Corporate Secretary at the address set forth on page 66 of this
proxy statement.
U.S. Federal Income Tax Treatment
The following summarizes the effect of current U.S. federal income
tax upon the participant and Halliburton with respect to shares
purchased under the ESPP. It does not purport to be complete,
and does not discuss the tax consequences arising in the context
of a participant’s death or the income tax laws of any municipality,
state, or foreign country in which the participant’s income or gain
may be taxable.
If the Halliburton shareholders approve this proposal, the ESPP,
and the right of participants to make purchases thereunder,
should qualify under the provisions of Sections 421 and 423
of the IRC. Under these provisions, no income will be taxable
to a participant until the shares purchased under the ESPP are
sold or otherwise disposed of. Upon sale or other disposition
of the shares, the participant will generally be subject to tax
and the amount of the tax will depend on the holding period.
If the shares are sold or disposed of more than two years from
the first day of the applicable purchase period and more than
one year from the date of transfer of the shares to the participant,
then the participant generally will recognize ordinary income
measured as the lesser of:
zz the excess of the fair market value of the shares at the time of
sale over the purchase price, or
zz 10% of the fair market value of the shares as of the enrollment
date.
Any additional gain should be treated as long-term capital gain.
If the shares are disposed of within the two-year and one-year
periods referred to above, the participant will recognize ordinary
income generally measured as the difference between the
fair market value of the shares on the purchase date over the
purchase price. Any additional gain or loss on the sale will be
long-term or short-term capital gain or loss, depending on the
holding period. Halliburton is not entitled to a deduction for amounts
taxed as ordinary income or capital gain to a participant except to
the extent ordinary income is recognized by participants upon a
disposition of shares prior to the expiration of the holding period.
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HALLIBURTON ❘ 2021 Proxy Statement Proposal to Amend and Restate the Halliburton Company Employee Stock Purchase Plan
Non-U.S. Federal Income Tax Treatment
The income taxation consequences to participants and Halliburton
(or its foreign subsidiaries) with respect to participation in the
NQSPP vary by country. Generally, participants are subject to
taxation at the time of purchase. The employing foreign subsidiary
may be entitled to a deduction in the tax year in which a participant
recognizes taxable income, provided the subsidiary reimburses
Halliburton for the cost of the benefit conferred under the NQSPP.
Plan Benefits
The benefits to be received by Halliburton’s executive officers
and employees as a result of the proposed amendment and
restatement of the ESPP are not determinable, since the
amounts of future purchases by participants are based on elective
participant contributions. Non-employee Directors are not eligible
to participate. No purchase rights have been granted, and no
shares of common stock have been issued, with respect to the
30,000,000 share increase for which shareholder approval is
sought under this proposal.
General/Vote Required
The closing price of our common stock on March 22, 2021, as
traded on the NYSE, was $21.54 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.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE APPROVAL OF THE PROPOSED
AMENDMENT AND RESTATEMENT OF THE
HALLIBURTON COMPANY EMPLOYEE STOCK
PURCHASE PLAN.
64
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com General 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 2021 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 6, 2021. Our Annual Report on
Form 10-K, including financial statements, for the fiscal year ended
December 31, 2020, 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 specified. 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 this
year. However, continuing public health concerns of our
shareholders regarding the coronavirus (COVID-19) pandemic
and the protocols that federal, state, and local governments
may recommend or impose may necessitate conducting the
meeting by means of remote communication. In the event
it is not possible or advisable to hold our Annual Meeting
in person, we will announce alternative arrangements for
the meeting at least one week before our meeting, 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 22,
2021. Our common stock, par value $2.50 per share, is our only
class of capital stock that is outstanding. As of March 22, 2021,
there were 888,607,729 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 the
meeting 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 of 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 Directors, officers, 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.
65
HALLIBURTON ❘ 2021 Proxy Statement Additional 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 2022 must be delivered
to or mailed and received by our Corporate Secretary at 3000 N.
Sam Houston Parkway East, Administration Building, Houston,
Texas 77032, not less than 90 days nor more than 120 days
prior to the anniversary date of the 2021 Annual Meeting of
Shareholders, or no later than February 18, 2022, and no earlier
than January 19, 2022. 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.
Proxy Solicitation Costs
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 2022 Annual Meeting
Shareholders interested in submitting a proposal for inclusion in the proxy materials for the Annual Meeting of Shareholders in
2022 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,
Texas 77032, no later than December 7, 2021. The 2022 Annual Meeting will be held on May 18, 2022.
66
66
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Other 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
Van H. Beckwith
Executive Vice President, Secretary and Chief Legal Officer
April 6, 2021
67
HALLIBURTON ❘ 2021 Proxy Statement Appendix A
Halliburton Company Stock and Incentive Plan
As Amended and Restated February 17, 2021
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 and has
been amended from time to time thereafter. The Plan as amended
and restated herein was adopted by the Board on February 17,
2021, 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) gr oss 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
Directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved or recommended; or
A-1
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com (iii)
(iv)
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.
(o)
(p)
(q)
(r)
(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
Appendix A
(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.
(l)
(m) “Exchange Act” means the Securities Exchange Act of 1934,
as amended.
(n)
“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.
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HALLIBURTON ❘ 2021 Proxy Statement Appendix A
(t)
(u)
“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.
“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.
A-3
“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 17, 2021, 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.
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Appendix 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 36,238,519 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 ❘ 2021 Proxy Statement Appendix 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.
(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.
VII. Stock Options
VIII. Stock Appreciation Rights
(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.
(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.
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Appendix 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
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.
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HALLIBURTON ❘ 2021 Proxy Statement Appendix A
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.
(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
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Appendix A
(d)
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.
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
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
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HALLIBURTON ❘ 2021 Proxy Statement Appendix A
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
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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.
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Appendix B
Appendix B
Halliburton Company Employee Stock Purchase Plan
As Amended and Restated February 17, 2021
1. Purpose. The HALLIBURTON COMPANY EMPLOYEE
STOCK PURCHASE PLAN (the “Plan”) is intended to
provide an incentive for eligible employees of HALLIBURTON
COMPANY (the “Company”) and certain of its subsidiaries
to acquire or increase a proprietary interest in the Company
through the purchase of shares of the Company’s common
stock. The Plan is intended to qualify as an “employee stock
purchase plan” under Section 423 of the Internal Revenue
Code of 1986, as amended (the “Code”). The provisions
of the Plan shall be construed in a manner consistent with
the requirements of that section of the Code. The Plan was
originally established in 2002 as the Halliburton Company
2002 Employee Stock Purchase Plan, was renamed the
Halliburton Company Employee Stock Purchase Plan in
2009, was amended and restated February 24, 2015, and
was amended in 2019.
2. Definitions. Where the following words and phrases are
used in the Plan, they shall have the respective meanings
set forth below, unless the context clearly indicates to the
contrary:
“Board” means the Board of Directors of the Company.
“Committee” means the Board or a committee of members
of the Board appointed by the Board to administer this Plan.
“Company” means Halliburton Company and, where required
by the context, shall include any Participating Company.
“Corporate Change” means one of the following events: (i) the
merger, consolidation, or other reorganization of the Company
in which the outstanding Stock is converted into or exchanged
for a different class of securities of the Company, a class of
securities of any other issuer (except a direct or indirect wholly
owned subsidiary of the Company), cash or other property;
(ii) the sale, lease or exchange of all or substantially all of the
assets of the Company to any other corporation or entity
(except a direct or indirect wholly owned subsidiary of the
Company); or (iii) the adoption by the stockholders of the
Company of a plan of liquidation or dissolution.
“Eligible Compensation” means an employee’s regular
straight-time earnings or base salary, determined before
giving effect to any elective salary reduction or deferral
agreements and including vacation, sick time and
short-term disability pay, but excluding overtime, incentive
compensation, bonuses, special payments, commissions,
severance pay, long-term disability pay, geographical
coefficients, shift differential and any other items of
compensation.
“Eligible Employee” means, as of each Enrollment Date, each
employee of the Company or a Participating Company, but
excluding employees who are employed in a foreign country
whose laws or regulations effectively prohibit participation
in the Plan. Additionally the Committee may also determine
that a designated group of highly compensated employees
are ineligible to participate in the Plan so long as the group
fits within the definition of ‘highly compensated employee’
in Code Section 414(q).
“Enrollment Date” means the first day of each Purchase Period.
“Exchange Act” means the Securities Exchange Act of 1934,
as amended.
“Fair Market Value” shall mean the closing price for a share
of Stock on the New York Stock Exchange (or if the Stock
is not then listed on such exchange, such other national
securities exchange on which the Stock is then listed) for
the last Trading Day on the date of such determination, as
reported on the New York Stock Exchange (or such other
national securities exchange) Composite Tape or such other
source as the Committee deems reliable, or if no prices are
reported on that date, on the last preceding date on which
such prices are so reported.
“Participating Company” means any present or future parent
corporation or Subsidiary of the Company that participates
in the Plan pursuant to paragraph 4.
“Purchase Date” means the last Trading Day of each
Purchase Period.
“Purchase Period” means a period of approximately
three months beginning on the first Trading Day of each
calendar quarter that begins on January 1, April 1, July 1,
or October 1 and ending on the last Trading Day of the
respective calendar quarter ending March 31, June 30,
September 30, or December 31. The Committee shall
have the power to change the duration of Purchase
Periods (including the commencement dates thereof) with
respect to future offerings without stockholder approval if
such change is announced at least five days prior to the
scheduled beginning of the first Purchase Period to be
affected thereafter.
“Purchase Price” means an amount equal to 90% of the
Fair Market Value of a share of Stock on the Enrollment
Date or on the Purchase Date, whichever is lower, subject
to adjustment pursuant to paragraph 13.
“Stock” means the Company’s common stock, par value
$2.50 per share.
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HALLIBURTON ❘ 2021 Proxy Statement Appendix B
“Sub-Plan” means the Company’s Non-Qualified Stock
Purchase Plan, as amended.
“Subsidiary” means a corporation, domestic or foreign, which
is a “subsidiary” of the Company, as defined in section 424(f) of
the Code, whether or not such corporation exists or is hereafter
organized or acquired by the Company or a subsidiary.
“Trading Day” means a day on which the principal national
stock exchange on which the Stock is traded is open for
trading.
3. Administration of the Plan. The Plan shall be administered
by the Committee. Subject to the provisions of the Plan, the
Committee shall interpret the Plan, make such rules as it
deems necessary for the proper administration of the Plan,
and make all other determinations necessary or advisable
for the administration of the Plan and the purchase of Stock
under the Plan, including without limitation establishing the
exchange ratio applicable to amounts withheld in a currency
other than U.S. dollars. In addition, the Committee shall
correct any defect or supply any omission or reconcile
any inconsistency in the Plan, or in any stock purchase
right granted under the Plan, correct any mistakes in the
administration of the Plan in the manner and to the extent
that the Committee deems necessary or desirable to
effectuate the intent of the Plan. The Committee shall, in its
sole discretion, make such decisions or determinations and
take such actions, and all such decisions, determinations
and actions taken or made by the Committee pursuant to this
and the other paragraphs of the Plan shall be conclusive on
all parties. The Committee shall not be liable for any decision,
determination or action taken in good faith in connection
with the administration of the Plan. The Committee shall
have the authority to delegate some or all of its power under
the Plan, including routine day-to-day administration of the
Plan, to such officers and employees of the Company as the
Committee deems appropriate.
4. Participating Companies. The Committee may designate
any present or future parent corporation of the Company or
Subsidiary that is eligible by law to participate in the Plan as a
Participating Company by written instrument delivered to the
designated Participating Company. Such written instrument
shall specify the effective date of such designation and shall
become, as to such designated Participating Company
and employees in its employment, a part of the Plan.
The terms of the Plan may be modified as applied to the
Participating Company only to the extent permitted under
Section 423 of the Code. Transfer of employment among
the Company and Participating Companies shall not be
considered a termination of employment hereunder. Any
Participating Company may, by appropriate action of its
Board of Directors, terminate its participation in the Plan.
Moreover, the Committee may, in its discretion, terminate
a Participating Company’s Plan participation in the Plan at
any time.
5. Eligibility. Subject to the further provisions hereof, all Eligible
Employees as of an Enrollment Date shall be eligible to
participate in the Plan with respect to the Purchase Period
beginning as of such date.
6. Stock Subject to the Plan. Subject to the provisions of
paragraph 13, the aggregate number of shares of Stock
which may be sold under the Plan and the Sub-Plan shall
not exceed 104,000,000 shares, which shares may be
authorized but unissued shares or treasury shares, including
shares bought on the open market or otherwise for purposes
of the Plan.
7. Stock Purchase Rights.
(a) Grant of Stock Purchase Rights. On each Enrollment
Date the Company shall grant a stock purchase right
to each Eligible Employee who elects to participate in
the Plan for the Purchase Period beginning on such
date. Subject to subparagraphs 7(f) and (g), the number
of shares of Stock subject to a stock purchase right
for a participant shall be equal to the quotient of (i)
the aggregate payroll deductions withheld on behalf of
such participant during the Purchase Period, divided
by (ii) the Purchase Price of the Stock applicable to
the Purchase Period; provided, however, that the
maximum number of shares of Stock that may be
subject to any stock purchase right for a participant
during any Purchase Period may not exceed 10,000
shares (subject to adjustment as provided in paragraph
13). Whole and fractional shares shall be purchased,
unless the Committee determines that the purchase of
fractional shares is administratively impracticable. Any
references in the Plan to “shares” shall include fractional
shares, if any, purchased by the participant under the
Plan.
(b) Election to Participate; Payroll Deduction Authorization.
An Eligible Employee may participate in the Plan only
by means of payroll deduction. Except as provided in
subparagraph 7(f), each Eligible Employee who elects
to participate in the Plan shall deliver to the Company,
within the time period prescribed by the Committee, a
payroll deduction authorization in the form or manner
prescribed by the Company, whereby he gives notice
of his election to participate in the Plan as of the next
following Enrollment Date, and whereby he designates
an integral percentage (except as provided below) to be
deducted from his Eligible Compensation for each pay
period paid during the Purchase Period and paid into
the Plan for his account. The designated percentage
may not exceed 10%; provided, however, the minimum
contribution per pay period shall be $10.
(c) Changes in Payroll Authorization. All payroll deductions
made for a participant shall be credited to his account
under the Plan. A participant may discontinue his
participation in the Plan as provided in paragraph 9
hereof, or may increase or decrease the rate of his
payroll deductions during the Purchase Period by
completing or filing with the Company, at a time and
in a manner prescribed by the Committee, a new
payroll deduction authorization form authorizing a
change in his payroll rate. The Committee may, in its
discretion, limit the number of payroll rate changes
during any Purchase Period. The change in rate shall
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HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com be effective as soon as administratively practicable after
the Company’s receipt of the new payroll deduction
authorization form. A participant’s payroll deduction
authorization form shall remain in effect for successive
Purchase Periods unless terminated as provided in
paragraph 9 hereof.
(d) Automatic Payroll Reduction. Notwithstanding the
foregoing, to the extent necessary to comply with
subparagraphs 7(f) and (g) hereof, a participant’s
payroll deductions may be decreased to 0% at any
time during a Purchase Period. Payroll deductions shall
recommence at the rate provided in such participant’s
payroll deduction authorization form at the beginning
of the first Purchase Period that is scheduled to end in
the following calendar year, unless terminated by the
participant as provided in paragraph 9 hereof.
(e) Tax Withholding. At the time the stock purchase right
is exercised, in whole or in part, or at the time some
or all of the Stock issued under the Plan is disposed
of, the participant must make adequate provision for
the Company’s federal, state or other tax withholding
obligations, if any, that arise upon the exercise of the
stock purchase right or the disposition of the Stock. At
any time, the Company may, but shall not be obligated
to, withhold from the participant’s compensation the
amount necessary for the Company to meet applicable
withholding obligations, including without limitation any
withholding required to make available to the Company
any tax deductions or benefits attributable to the sale or
early disposition of Stock purchased by the participant.
(f) $25,000 Limitation. Notwithstanding anything in the
Plan to the contrary, no employee shall be granted a
stock purchase right under the Plan which permits his
rights to purchase Stock under the Plan and under all
other employee stock purchase plans of the Company
and its parent corporation and Subsidiaries to accrue
at a rate which exceeds $25,000 of Fair Market Value
of Stock (determined at the time such stock purchase
right is granted) for each calendar year in which such
stock purchase right is outstanding at any time (within
the meaning of Section 423(b)(8) of the Code). Any
payroll deductions in excess of the amount specified
in the foregoing sentence shall be returned to the
participant as soon as administratively feasible.
(g) Special Restriction on Participation. Any provisions of
the Plan to the contrary notwithstanding, no Eligible
Employee shall be granted a stock purchase right under
the Plan to the extent that, immediately after the grant,
such Eligible Employee (or any other person whose
stock would be attributed to such Eligible Employee
pursuant to Section 424(d) of the Code) would own
capital stock of the Company and/or hold outstanding
options to purchase such stock possessing 5% or
more of the total combined voting power or value of all
classes of the capital stock of the Company, its parent
corporation or any Subsidiary.
Appendix B
8. Exercise of Stock Purchase Rights.
(a) General Statement. Subject to the limitations set forth
in paragraph 7, unless a participant withdraws from the
Plan as provided in paragraph 9, each participant in
the Plan automatically and without any act on his part
shall be deemed to have exercised his stock purchase
right on each Purchase Date to the extent of his unused
payroll deductions under the Plan and to the extent
the issuance of Stock to such participant upon such
exercise is lawful.
(b) Delivery of Shares to Custodian. As soon as practicable
after each Purchase Date, the Company shall deliver
to a custodian selected by the Committee one or more
certificates representing (or shall otherwise cause to
be credited to the account of such custodian) the
aggregate number of whole shares of Stock with
respect to which stock purchase rights were exercised
on such Purchase Date of all of the participating
employees hereunder. Such custodian shall keep
accurate records of the beneficial interests of each
participant in such shares by means of participant
accounts under the Plan, and shall provide each
participant with periodic statements with respect
thereto as may be directed by the Committee. The
Committee may require that shares be retained with
such custodian, or other designated broker or agent
for a designated period of time and/or may establish
other procedures to permit tracking of disqualifying
dispositions of such shares. If the Company is required
to obtain from any U.S. commission or agency authority
to issue any such shares, the Company shall seek
to obtain such authority. Inability of the Company to
obtain from any commission or agency (whether U.S.
or foreign) authority which counsel for the Company
deems necessary for the lawful issuance of any such
shares shall relieve the Company from liability to any
participant in the Plan except to return to him the
amount of his payroll deductions under the Plan which
would have otherwise been used upon exercise of the
relevant stock purchase right.
(c) Withdrawal of Shares. A participant may, at any time, in
such form and manner as established by the custodian,
direct the custodian to deliver to the participant all or
part of the shares held by the custodian in his account
or to sell such shares and deliver to the participant the
proceeds therefrom, less applicable expenses.
(d) Dividends. With respect to an individual’s Stock held
by the custodian pursuant to subparagraph 8(b), the
participant may request the custodian to reinvest in
additional shares of Stock for such participant’s account
any cash dividends received by the custodian and
attributable to such Stock. Otherwise, the participant
will receive dividends in cash. The custodian shall, in
accordance with procedures adopted by the custodian,
facilitate the participant’s voting rights attributable to
shares held in participant’s account.
B-3
HALLIBURTON ❘ 2021 Proxy Statement Appendix B
9. Withdrawal from the Plan.
(a) General Statement. Any participant may withdraw in
whole from the Plan prior to the Purchase Date relating
to a particular Purchase Period. Partial withdrawals shall
not be permitted. A participant who wishes to withdraw
from the Plan must timely deliver to the Company
a notice of withdrawal in a form prepared by the
Company during the Purchase Period at a time and in
a manner prescribed by the Committee. The Company
shall, as soon as administratively practicable, following
the receipt of the notice of withdrawal, refund to the
participant the amount of his payroll deductions under
the Plan which have not yet been used to purchase
shares upon the exercise of his stock purchase rights;
and thereupon, automatically and without any further
act on his part, his payroll deduction authorization and
his interest in unexercised stock purchase rights under
the Plan shall terminate in full.
(b) Eligibility Following Withdrawal. A participant who
withdraws from the Plan shall be eligible to participate
again in the Plan upon expiration of the Purchase
Period during which he withdrew (provided that he is
otherwise an Eligible Employee at such later time).
10. Termination of Eligible Employment. If the employment of
a participant with the Company terminates for any reason
whatsoever or the participant ceases to be an Eligible
Employee, then his participation in the Plan automatically
and without any act on his part shall terminate as of the
date of such termination of employment or change in status.
The Company shall, as soon as administratively practicable,
refund to him (or his estate or personal representative, as the
case may be) the amount of his payroll deductions under the
Plan which have not yet been used to purchase Stock, and
thereupon his interest in unexercised stock purchase rights
under the Plan shall terminate in full.
11. Restriction Upon Assignment of Stock Purchase Rights.
A stock purchase right granted under the Plan shall not be
transferable. Each stock purchase right shall be exercisable,
during a participant’s lifetime, only by the participant to
whom granted. The Company shall not recognize and shall
be under no duty to recognize any assignment or purported
assignment by an employee of any of his stock purchase
rights under the Plan.
12. No Shareholder Rights or Privileges Until Exercise of
Stock Purchase Rights. With respect to shares of Stock
subject to a stock purchase right, a participant shall not be
deemed to be a shareholder, and he shall not have any of
the rights or privileges of a shareholder, until such stock
purchase right has been exercised and shares delivered
pursuant to subparagraph 8(b).
13. Changes in Stock; Adjustments. Whenever any change is
made in the Stock, by reason of a stock dividend or by reason
of subdivision, stock split, reverse stock split, recapitalization,
reorganization, combination, reclassification of shares or
other similar change, appropriate action will be taken by the
Committee to adjust any or all of (i) the number and type
of shares subject to the Plan, (ii) the number and type of
shares subject to outstanding stock purchase rights and (iii)
the Purchase Price with respect to any of the foregoing.
In the event of a Corporate Change, unless a successor
corporation assumes or substitutes new stock purchase
rights (within the meaning of Section 424(a) of the Code) for
all stock purchase rights then outstanding, (i) the Purchase
Date for all stock purchase rights then outstanding shall
be accelerated to a date fixed by the Committee prior to
the effective date of the Corporate Change and (ii) upon
such effective date any unexercised stock purchase rights
shall expire and the Company promptly shall refund to
each participant the amount of such participant’s payroll
deductions under the Plan which have not yet been used
to purchase Stock.
14. Use of Funds; No Interest Paid. All funds received or held
by the Company under the Plan shall be included in the
general funds of the Company free of any trust or other
restriction, and may be used for any corporate purpose. No
interest shall be paid to any participant on amounts credited
to his account.
15. Term of the Plan. The Plan was originally effective July 1,
2002. This amended and restated Plan shall be effective
as of the date it was amended and restated, provided it is
approved by stockholders. If not sooner terminated under
the provisions of paragraph 16, the Plan shall automatically
terminate upon and no further payroll deductions shall be
made and no further stock purchase rights shall be granted
after the date all of the shares of Stock reserved for issuance
under the Plan and the Sub-Plan, as increased and/or
adjusted from time to time, have been sold under the Plan
and the Sub-Plan. If on the final Purchase Date there is
an insufficient number of shares of Stock available for all
purchases under stock purchase rights exercised on such
date, the number of available shares shall be prorated among
the then purchasing participants in an equitable manner as
determined by the Committee based on their deductions for
such Purchase Period and all remaining amounts shall be
returned to the participants.
16. Amendment or Termination of the Plan. The Board
in its discretion may terminate the Plan at any time with
respect to any Stock for which stock purchase rights have
not theretofore been granted. The Board shall have the
right to alter or amend the Plan or any part thereof from
time to time; provided, however, that, except as provided
below, no change in any stock purchase right theretofore
granted may be made that would materially impair the stock
purchase rights of the participant without the consent of
such participant. In the event the Board determines that
the ongoing operation of the Plan may result in unfavorable
financial accounting consequences, the Board may, in its
discretion and, to the extent necessary or desirable, modify
or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to (i) altering the
Purchase Price for any Purchase Period including a Purchase
Period underway at the time of the change in Purchase Price;
and (ii) shortening any Purchase Period so that Purchase
B-4
HALLIBURTON ❘ 2021 Proxy Statementwww.halliburton.com Period ends on a new Purchase Date, including a Purchase
Period underway at the time of the Board action.
17. Securities Laws. The Company shall not be obligated
to issue any Stock pursuant to any stock purchase right
granted under the Plan at any time when the offer, issuance
or sale of shares covered by such stock purchase right has
not been registered under the Securities Act of 1933, as
amended, or does not comply with such other state, federal
or foreign laws, rules or regulations, or the requirements of
any stock exchange upon which the Stock may then be
listed, as the Company or the Committee deems applicable
and, in the opinion of legal counsel for the Company, there
is no exemption from the requirements of such laws, rules,
regulations or requirements available for the offer, issuance
and sale of such shares. Further, all Stock acquired pursuant
to the Plan shall be subject to the Company’s policies
concerning compliance with securities laws and regulations,
as such policies may be amended from time to time. The
terms and conditions of stock purchase rights granted
hereunder to, and the purchase of shares by, persons
subject to Section 16 of the Exchange Act shall comply
with any applicable provisions of Rule 16b-3. As to such
persons, the Plan shall be deemed to contain, and such
stock purchase rights shall contain, and the shares issued
upon exercise thereof shall be subject to, such additional
conditions and restrictions as may be required from time to
time by Rule 16b-3 to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan
transactions.
18. 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 that 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 stock purchase right
granted under the Plan. No employee, beneficiary or other
person shall have any claim against the Company or any
Subsidiary as a result of any such action.
19. Miscellaneous Provisions.
(a) Number and Gender. Wherever appropriate herein,
words used in the singular shall be considered to
include the plural and words used in the plural shall
be considered to include the singular. The masculine
gender, where appearing in the Plan, shall be deemed
to include the feminine gender.
(b) Headings. The headings and subheadings in the Plan
are included solely for convenience, and if there is any
conflict between such headings or subheadings and
the text of the Plan, the text shall control.
(c) Not a Contract of Employment. The adoption and
maintenance of the Plan shall not be deemed to be
a contract between the Company or any Participating
Company and any person or to be consideration for the
employment of any person. Participation in the Plan at
any given time shall not be deemed to create the right
to participate in the Plan, or any other arrangement
permitting an employee of the Company or any
Appendix B
Participating Company to purchase Stock at a discount,
in the future. The stock purchase rights and obligations
under any participant’s terms of employment with the
Company or any Participating Company shall not be
affected by participation in the Plan. Nothing herein
contained shall be deemed to give any person the right
to be retained in the employ of the Company or any
Participating Company or to restrict the right of the
Company or any Participating Company to discharge
any person at any time, nor shall the Plan be deemed
to give the Company or any Participating Company
the right to require any person to remain in the employ
of the Company or such Participating Company or to
restrict any person’s right to terminate his employment
at any time. The Plan shall not afford any participant
any additional right to compensation as a result of the
termination of such participant’s employment for any
reason whatsoever.
(d) Compliance with Applicable Laws. The Company’s
obligation to offer, issue, sell or deliver Stock under
the Plan is at all times subject to all approvals of and
compliance with any governmental authorities (whether
domestic or foreign) required in connection with the
authorization, offer, issuance, sale or delivery of Stock
as well as all federal, state, local and foreign laws.
Without limiting the scope of the preceding sentence,
and notwithstanding any other provision in the Plan,
the Company shall not be obligated to grant stock
purchase rights or to offer, issue, sell or deliver Stock
under the Plan to any employee who is a citizen or
resident of a jurisdiction the laws of which, for reasons
of its public policy or otherwise, prohibit the Company
from taking any such action with respect to such
employee.
(e) Severability. If any provision of the Plan shall be held
illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining provisions hereof; instead,
each provision shall be fully severable and the Plan shall
be construed and enforced as if said illegal or invalid
provision had never been included herein.
(f) Governing Law. All provisions of the Plan shall be
construed in accordance with the laws of Delaware
except to the extent preempted by federal law.
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HALLIBURTON ❘ 2021 Proxy Statement ☒
☐
UNITED 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, 2020
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
☒
No
☐
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
☐
No
☒
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
☒
No
☐
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
☒
No
☐
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☒
Yes
☐
No
☒
The aggregate market value of Halliburton Company Common Stock held by non-affiliates on June 30, 2020, determined using the per share closing price on the
New York Stock Exchange Composite tape of $12.98 on that date, was approximately $10.1 billion.
As of January 29, 2021, there were 888,632,775 shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.
Portions of the Halliburton Company Proxy Statement for our 2021 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, 2020
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 2020 Compared to 2019
Results of Operations in 2019 Compared to 2018
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
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i
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 40,000 employees, representing 130
nationalities in more than 70 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.
2020 Highlights
- Safety and service quality: We achieved exceptional safety and service quality performance. We delivered historic
bests across our business. Our total recordable incident rate and non-productive time improved by over 20% for the
second year in a row. This is a result of our employees’ continued commitment to safety and process execution.
- Financial: We delivered swift and aggressive cost reduction actions in response to a decrease in global demand for
our products and services. We systematically rationalized our operations to adjust to market activity levels,
including through reducing equipment and personnel, restructuring our real estate holdings, and improving our
service delivery platform, which contributed to improved margins by year-end 2020.
- Technology: We continued to innovate, launching several new products and services, and delivered best in class
performance across a spectrum of digital technologies.
- Sustainable energy: We launched Halliburton Labs, a collaborative environment where entrepreneurs, academics,
investors, and industrial labs come together to advance cleaner, affordable energy. Also, we committed to setting
science-based targets to reduce our greenhouse gas emissions.
2021 Focus
- International: We are stronger technically, geographically, and organizationally; we see an unfolding activity
recovery and are well positioned to drive profitable growth internationally.
- North America: As operators increase their activity levels to achieve maintenance level production, the operating
leverage we have created in North America should allow us to increase our operating profits and cash flows.
- Digital: We are positioned to accelerate the deployment and integration of digitally enabled technologies, both
internally and for our customers.
- Capital efficiency: We plan to advance technologies and make strategic choices that lower our capital expenditure
profile.
- Sustainable energy: We will play an active role in advancing cleaner, affordable energy solutions.
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, 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, and chemical processes,
commonly known as hydraulic fracturing and acidizing. Sand control services include fluid and chemical systems
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,
multilateral systems, and service tools.
- Production Solutions: provides customized well intervention solutions to increase well performance, which includes
coiled tubing, hydraulic workover units, downhole tools, pumping services, and nitrogen services.
HAL 2020 FORM 10-K | 1
Item 1 | Business
- 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.
- 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. We have made a strategic decision to market this business for sale.
Drilling and Evaluation provides field and reservoir modeling, drilling, fluids and specialty chemicals, 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. It
also provides customized specialty oilfield completion, production, and downstream water and process treatment
chemicals and services.
- 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, 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: provides cloud based digital services and artificial intelligence solutions on an
open architecture for subsurface insights, integrated well construction, and reservoir and production management 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, subsea safety systems, and underbalanced applications.
- 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, including
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, 2020 and 2019.
See Note 3 to the consolidated financial statements for further financial information related to each of our business
segments.
HAL 2020 FORM 10-K | 2
2020 Revenue by DivisionCompletionandProduction:54%Drilling andEvaluation:46%2019 Revenue by DivisionCompletionandProduction:63%Drilling andEvaluation:37% 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 strong cash flows and returns for our shareholders by delivering technology and services that improve efficiency,
increase recovery, and maximize production for our customers. Our strategic priorities are to:
- deliver profitable growth in our international business;
- drive strategic changes that maximize cash flows in our leaner North America business;
- accelerate the deployment and integration of our digital technologies, both internally and with our customers;
- improve capital efficiency by advancing our technologies and making strategic choices that lower our capital
expenditure profile; and
- actively participate in advancing a sustainable energy future.
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 70 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 2020,
2019, and 2018, based on the location of services provided and products sold, 38%, 51%, and 58%, 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, 2020 and 2019.
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.
HAL 2020 FORM 10-K | 3
2020 Revenue by RegionNorth America40%Latin America12%Europe/Africa/CIS19%MiddleEast/Asia 29%2019 Revenue by RegionNorth America:53%Latin America: 10%Europe/Africa/CIS:15%MiddleEast/Asia: 22% Item 1 | Business
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.
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. We are always seeking ways to
ensure the availability of resources and manage raw materials costs. 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 completion tools typically result in higher activity in the fourth quarter of
the year. Conversely, customer spending patterns and budget constraints in North America may lead to lower demand for
various other services and products in the second half of the year.
Our workforce
We collaborate as a team to execute for each other, our customers, and our shareholders. At December 31, 2020, we
employed approximately 40,000 people worldwide compared to approximately 55,000 at December 31, 2019. At December 31,
2020, approximately 17% of our employees were subject to collective bargaining agreements. We have operations in over 70
countries. 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.
Diversity, inclusion and career development
The diversity of our global workforce stimulates creativity and innovation as we use our collective talents to develop
unique solutions to address the world's energy challenges. We create a positive work environment by maintaining a strong
culture of diversity and inclusion, supported by our Code of Business Conduct and employment practices. We remain one of the
most diverse companies in the world with over 130 nationalities represented, with a focus on having a local workforce in the
countries in which we do business.
We have made significant progress on increasing our gender diversity in our science, technology, engineering, and
mathematics (STEM) focused job roles, which are pipelines for operational leadership. The total population of women in
STEM-based roles is 15% today. We have doubled our hiring of women in STEM-based job roles over the last ten years and
intend to continue this effort.
HAL 2020 FORM 10-K | 4
Item 1 | Business
We are committed to providing an inclusive workplace and career development opportunities to attract and retain
talented employees. An important key to having engaged employees is offering best-in-class training and career development
programs to enhance opportunities for professional growth. We manage employee performance and engagement through
frequent Check-ins between employees and managers. These discussions focus on status of work, priorities, performance,
feedback, and development. All employees are part of the Check-in process, which is the cornerstone of our performance
management and career development framework. For employees who have been identified as having top leadership potential,
Halliburton offers a four-tiered Business Leadership Development program designed to provide additional skills, knowledge,
and experience.
Compensation, benefits and well-being
Halliburton’s compensation programs are integrated with our overall business strategies and management processes to
incentivize performance, maximize returns, and build shareholder value. We work with consultants to benchmark our
compensation and benefits programs to help us offer competitive remuneration packages to attract and retain high-performing
executives. We also offer comprehensive benefits and competitive salaries to attract qualified candidates to meet the dynamic
needs of employees and their families, in addition to retirement plans and health and wellness benefits.
Safety
Our safety vision expresses our dedication to setting the highest standards, embracing all challenges, and making no
compromises in fulfilling our commitment to our employees to get them home safely at the end of the day. For the years ended
December 31, 2020 and December 31, 2019, our recordable incident rate was 0.20% and 0.29%, respectively, and non-
productive time was 0.31% and 0.39%, respectively.
Government 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.
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.
HAL 2020 FORM 10-K | 5
Item 1 | Business
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 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 - www.halliburton.com
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 to the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 are available at www.halliburton.com soon thereafter. The SEC website www.sec.gov
contains our reports, proxy and information statements and our other SEC filings. Our Code of Business Conduct, which
applies to all 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, can be found at www.halliburton.com.
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 also 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
2020, 2019, or 2018. Except to the extent expressly stated otherwise, information contained on or accessible from our 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 5,
2021, including all offices and positions held by each in the past five years:
Name and Age
Offices Held and Term of Office
Anne L. Beaty
(Age 64)
Van H. Beckwith
(Age 55)
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, Secretary and Chief Legal Officer of Halliburton Company, since
December 2020
Senior Vice President and General Counsel, January 2020 to December 2020
Partner, Baker Botts L.L.P., January 1999 to December 2019
HAL 2020 FORM 10-K | 6
Item 1 | Business
Eric J. Carre
(Age 54)
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 50)
Senior Vice President and Chief Accounting Officer of Halliburton Company, since
December 2019
Vice President and Corporate Controller of Halliburton Company, January 2015 to
December 2019
Myrtle L. Jones
(Age 61)
Lance Loeffler
(Age 43)
Timothy M. McKeon
(Age 48)
Jeffrey A. Miller
(Age 57)
Lawrence J. Pope
(Age 52)
Joe D. Rainey
(Age 64)
Mark J. Richard
(Age 59)
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
There are no family relationships between the executive officers of the registrant or between any director and any executive
officer of the registrant.
HAL 2020 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.
Industry Environment Related
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. 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 and the expanded alliance
collectively known as 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 production 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 customers' 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
substantial and unexpected drop in commodity prices in the future, even if the drop is relatively short-lived, could similarly
HAL 2020 FORM 10-K | 8
Item 1(a) | Risk Factors
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.
Liabilities arising out of our products and services could have a material adverse effect on our business,
consolidated results of operations, and consolidated financial condition.
Events can occur at sites where our products and equipment are installed or where we conduct our operations or
provide our services, or at chemical blending or manufacturing facilities, including well blowouts and equipment or materials
failures, which could result in explosions, fires, personal injuries, property damage (including surface and subsurface 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 liability insurance coverage and on contractual indemnities, releases and limitations of liability with our
customers to protect us from potential liability related to such occurrences, and, although no claim has been asserted against us,
we expect to rely on these 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.
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:
- 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.
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.
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,
HAL 2020 FORM 10-K | 9
Item 1(a) | Risk Factors
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 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.
Laws and Regulations Related
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 will always 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.
HAL 2020 FORM 10-K | 10
Item 1(a) | Risk Factors
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.
The U.S. Government imposed sanctions against Venezuela that have effectively required us to discontinue our
operations there. Consequently, in connection with us winding down our operations in Venezuela, we wrote down all of our
remaining investment in Venezuela in 2020. As of December 29, 2020, we no longer have any employees in Venezuela,
although we continue to maintain our local entity, facilities, and equipment in-country, as permitted under applicable law. We
are not currently conducting any other operational activities in Venezuela.
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.
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 that could result in additional requirements or restrictions being imposed on hydraulic fracturing operations. For
example, the new United States presidential administration may seek to adopt federal regulations or urge federal laws that
would impose additional regulatory requirements on or even prohibit hydraulic fracturing in some areas. 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
HAL 2020 FORM 10-K | 11
Item 1(a) | Risk Factors
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.
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
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
HAL 2020 FORM 10-K | 12
Item 1(a) | Risk Factors
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 and products. 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.
The new United States presidential administration has issued Executive Orders seeking to adopt new regulations and policies to
address climate change and to suspend, revise, or rescind prior agency actions that are identified as conflicting with the
administration's climate policies. These include Executive Orders requiring a review of current federal lands leasing and
permitting practices, as well as a temporary halt of new leasing of federal lands and offshore waters available for oil and gas
exploration. The new presidential administration also announced that in February 2021, the United States will formally re-join
the Paris Agreement. The Paris Agreement requires countries to review and “represent a progression” in their intended
nationally determined contributions, which set greenhouse gases emission reduction goals, every five years. Though we are
closely following developments in this area and changes in the regulatory landscape in the United States, we cannot predict how
or when those challenges may ultimately impact our business. 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. The efforts we have taken, and may
undertake in the future, to respond to these evolving or new regulations and to environmental initiatives of customers, investors,
and others may increase our costs. These and other environmental requirements could have a material adverse effect on our
business, consolidated results of operations, and consolidated financial condition.
The Company could be subject to changes in its tax rates, the adoption of new tax legislation, tax audits, or
exposure to additional tax liabilities that could have a material adverse effect on our business, consolidated results of
operations, and consolidated financial condition.
We are subject to taxes in the U.S. and numerous jurisdictions where we operate and our subsidiaries are organized.
Due to economic and political conditions, tax rates in the U.S. and other jurisdictions may be subject to significant change. In
addition, our tax returns are subject to examination by the U.S. and other tax authorities and governmental bodies. We
regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our
provision for taxes. There can be no assurance as to the outcome of the examinations. An increase in tax rates, particularly in
the U.S., changes in our ability to realize our deferred tax assets, or adverse outcomes resulting from examinations of our tax
returns could have 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:
- 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 customers and 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
HAL 2020 FORM 10-K | 13
Item 1(a) | Risk Factors
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, Argentina, Azerbaijan, Brazil,
Indonesia, Kazakhstan, Mexico, Mozambique, Nigeria, Papa New Guinea, and Russia. 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.
General Risk Factors
The COVID-19 pandemic and related economic repercussions have had a material adverse effect on our business,
liquidity, consolidated results of operations, and consolidated financial condition, which effect could worsen.
The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and
turmoil in the oil and gas industry. These events have directly affected our business and have exacerbated the potential negative
impact from many of the risks our business is subject to, including those relating to our customers’ capital spending and trends
in oil and natural gas prices. In addition, we are facing logistical challenges including border closures, travel restrictions, and an
inability to commute to certain facilities and job sites, as we provide services and products to our customers. We are also
experiencing inefficiencies surrounding stay-at-home orders and remote work arrangements. These logistical challenges and
inefficiencies could increase if the pandemic worsens or persists.
In the midst of the ongoing COVID-19 pandemic, in the first quarter of 2020 OPEC+ was initially unable to reach an
agreement to continue to impose limits on the production of crude oil. Oil demand has significantly deteriorated as a result of
the virus and corresponding preventative measures taken around the world to mitigate the spread of the virus. The convergence
of these events created the unprecedented dual impact of a global oil demand decline coupled with the risk of a substantial
increase in supply. While OPEC+ agreed in April 2020 to cut production, there is no assurance that the agreement, or any
subsequent agreements, will continue or be observed by its parties, and downward pressure on commodity prices could
continue for the foreseeable future.
Given the nature and significance of the events described above, we are not able to enumerate all potential risks to our
business; however, we believe that in addition to the impacts described above, other current and potential impacts of these
recent events include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
disruption to our supply chain for raw materials essential to our business, including restrictions on importing and
exporting products;
notices from customers, suppliers, and other third parties arguing that their non-performance under our contracts
with them is permitted as a result of force majeure or other reasons;
liquidity challenges, including impacts related to delayed customer payments and payment defaults associated with
customer liquidity issues and bankruptcies;
a credit rating downgrade of our corporate debt and potentially higher borrowing costs in the future;
a need to preserve liquidity, which could result in a further reduction or suspension of our quarterly dividend or a
delay or change in our capital investment plan;
cybersecurity issues, as digital technologies may become more vulnerable and experience a higher rate of
cyberattacks in the current environment of remote connectivity;
litigation risk and possible loss contingencies related to COVID-19 and its impact, including with respect to
commercial contracts, employee matters and insurance arrangements;
a further reduction of our global workforce to adjust to market conditions, including severance payments, retention
issues, and an inability to hire employees when market conditions improve;
additional costs associated with rationalization of our portfolio of real estate facilities, including possible exit of
leases and facility closures to align with expected activity and workforce capacity;
additional asset impairments, including an impairment of the carrying value of our goodwill, along with other
accounting charges;
infections and quarantining of our employees and the personnel of our customers, suppliers, and other third parties
in areas in which we operate;
changes in the regulation of the production of hydrocarbons, such as the imposition of limitations on the production
of oil and gas by states or other jurisdictions, that may result in additional limits on demand for our products and
services;
actions undertaken by national, regional, and local governments and health officials to contain COVID-19 or treat
its effects; and
a structural shift in the global economy and its demand for oil and natural gas as a result of changes in the way
people work, travel, and interact, or in connection with a global recession or depression.
HAL 2020 FORM 10-K | 14
Item 1(a) | Risk Factors
Given the dynamic nature of these events, we cannot reasonably estimate the period of time that the COVID-19
pandemic and related market conditions will persist or their severity, the full extent of the impact they will have on our
business, financial condition, results of operations or cash flows or the pace or extent of any subsequent recovery.
The events described above have had a significant adverse impact on the oil and gas industry and a material adverse
effect on our business, liquidity, consolidated results of operations, and consolidated financial condition, all of which could
worsen. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Executive Overview.”
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.
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.
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.
HAL 2020 FORM 10-K | 15
Item 1(a) | Risk Factors
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.
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.
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 2020 FORM 10-K | 16
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. Our
owned properties have no material encumbrances. 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; Duncan, Oklahoma; Johor Bahru, Malaysia; Lafayette,
Louisiana; and Rio de Janeiro, Brazil
– Drilling and Evaluation: Alvarado, Texas and The Woodlands, Texas
– Shared/corporate facilities: Bangalore, India; Carrollton, Texas; Dhahran, Saudi Arabia; Dubai, United Arab
Emirates; Houston, Texas (corporate executive offices); Kuala Lumpur, Malaysia; London, England; Moscow,
Russia; Panama City, Panama; Pune, India; 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 2020 FORM 10-K | 17
Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
PART II
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.
The following graph and table compare total shareholder return on our common stock for the five-year period ended
December 31, 2020, 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, 2015 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.
2015
2016
2017
2018
2019
2020
December 31
Halliburton
Philadelphia Oil Service Index (OSX)
Standard & Poor’s 500 ® Index
$ 100.00 $ 142.39 $ 130.67 $
118.98
111.96
98.51
136.40
100.00
100.00
72.43 $
53.97
130.42
68.30 $
53.67
171.49
54.03
31.09
203.04
HAL 2020 FORM 10-K | 18
HalliburtonOSXS & P 500 ®12/31/1512/31/1612/31/1712/31/1812/31/1912/31/200255075100125150175200225 Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
At January 29, 2021, we had 11,050 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, 2020.
Period
October 1 - 31
November 1 - 30
December 1 - 31
Total
Total Number
of Shares
Purchased (a)
Average
Price Paid
per Share
15,301
20,895
134,775
170,971
$11.26
$11.96
$19.01
$17.46
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)
$5,100,008,081
$5,100,008,081
$5,100,008,081
(a) All of the 170,971 shares purchased during the three-month period ended December 31, 2020 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 $5.1 billion remained authorized for repurchases as of December 31, 2020. From the inception
of this program in February 2006 through December 31, 2020, we repurchased approximately 224 million shares of
our common stock for a total cost of approximately $9.0 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)
Year ended December 31
Millions of dollars except per share data
2020
2019
2018
2017
2016
Revenue
Operating income (loss)
Net Income (loss)
Basic and diluted income (loss) per share attributable to
company shareholders
Cash dividends per share
Net working capital
Total assets
Long-term debt
Total debt
Total shareholders’ equity
Cash flows from operating activities
Capital expenditures
$ 14,445 $ 22,408 $ 23,995 $ 20,620 $ 15,887
(2,436)
(2,942)
(448)
(1,129)
2,467
1,657
1,374
(449)
(6,770)
(5,767)
(3.34)
(1.29)
0.315
5,054
20,680
9,132
9,827
4,983
1,881
728
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)
(6.69)
0.72
5,915
25,085
10,430
10,942
8,349
2,468
1,373
0.72
7,654
27,000
12,214
12,384
9,448
(1,703)
798
HAL 2020 FORM 10-K | 19
Item 7 | Executive Overview
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.
EXECUTIVE OVERVIEW
Financial results
We experienced challenging market dynamics in 2020 as we faced a global pandemic, record oil demand destruction,
and an unprecedented downturn in the energy industry. Despite these difficulties, we demonstrated resilience and a strong
commitment to our execution culture. We delivered historic results across our key safety and service quality metrics and
demonstrated our ability to generate competitive cash flow in different business environments. The following graph illustrates
our revenue and operating margins for each operating segment over the past three years.
During 2020, we generated total company revenue of $14.4 billion, a 36% decrease from the $22.4 billion of revenue
generated in 2019, with our Completion and Production (C&P) segment declining by 44% and our Drilling and Evaluation
(D&E) segment declining by 21%. We reported a total company operating loss of approximately $2.4 billion in 2020 driven by
$3.8 billion of impairments and other charges. This compares to operating loss of $448 million in 2019 that was driven by $2.5
billion of impairments and other charges. A significant decline in pressure pumping services in North America land during
2020 negatively impacted operating results.
Our North America revenue declined 52% in 2020 compared to 2019, resulting from lower activity and pricing in
North America land, primarily associated with reduced stimulation and well construction activity. While the U.S. land rig count
recovered from its August 2020 low, it is still 60% below pre-pandemic levels. Even without improved pricing, we took
advantage of the recovery in completions and drilling activity in the fourth quarter of 2020 and delivered margin improvement,
demonstrating the operating leverage from our cost reductions and service delivery improvements in North America.
Internationally, revenue declined 17% in 2020 compared to 2019 primarily driven by reduced activity for drilling and
completions related services across all international regions. Internationally, rig counts and customer spending declined more
than 20%. Despite this tough backdrop, we improved our overall international margin in 2020.
Business outlook
Oil prices have returned to pre-pandemic levels. As oil demand recovers, we anticipate favorable market dynamics,
with international short-cycle producers leading the activity recovery. Our strategic priorities should continue to drive our
success as markets around the world stabilize and begin to grow.
Internationally, we expect activity recovery to vary widely across the regions, with both a cyclical and seasonal
bottoming of activity expected in the first quarter. While the pace of recovery depends on demand improvement, the second half
of 2021 could see an increase in international activity as compared to the second half of 2020. We have a strong presence in
mature fields completions and interventions work, a number of resilient integrated contracts around the world, leverage to
unconventional developments in Latin America and the Middle East, and opportunities in key active offshore areas. Our new
drilling technologies are penetrating the market and gaining customer confidence, and we have growth opportunities as we
expand our production related businesses internationally. Also, we have adopted digital solutions which help our customers
HAL 2020 FORM 10-K | 20
(millions)Financial Performance SummaryC&P RevenueD&E RevenueC&P MarginD&E Margin201820192020$0$5,000$10,000$15,000$20,000$25,0000%10% Item 7 | Executive Overview
reduce cost per barrel, improve economics, and increase efficiencies. Our digital and other technology advances, geographic
expansion of our products and services, along with continued discipline in cost management and cost efficiency, should achieve
profitable returns-driven growth in international markets.
In North America, our focused approach to building a leaner and more profitable business allowed us to improve our
operating margins and cash flows in 2020. Activity has rebounded from its lows in 2020. Completions activity in North
America is expected to continue improving in the first half of 2021, as commodity prices remain supportive and customers
complete their back log of drilled, but uncompleted wells. For the full year of 2021, provided that the impact of the pandemic
moderates, economic activity continues to increase, and commodity prices remain strong, we believe that our customers will
sustain activity in order to hold their production flat to 2020 exit levels, with completions spend expected to outpace drilling.
In 2021, we will focus on executing our key strategic priorities to deliver industry-leading returns and strong free cash
flow. Our service delivery improvements, structural cost reductions, deployment of digital and other technologies, and lower
capital intensity are expected to deliver on both customers' expectations and shareholder objectives.
Our operating performance and business outlook are described in more detail in “Business Environment and Results of
Operations.”
Capital expenditures
During 2020, our capital expenditures were approximately $728 million, a decrease of 52% from 2019, and were
predominantly made in our Sperry Drilling, Production Enhancement, Baroid, Artificial Lift, and Wireline and Perforating
product service lines. We intend for our capital expenditures in 2021 to remain relatively flat at $750 million. Our lower capital
intensity, aided by technological innovation, should contribute to ongoing cash flow generation. We believe this level of spend
will equip us to take advantage of an anticipated recovery in the market as 2021 unfolds.
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, 2020, we had $2.6 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 2020 FORM 10-K | 21
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2020, we had $2.6 billion of cash and equivalents, compared to $2.3 billion of cash and
equivalents at December 31, 2019.
Item 7 | Liquidity and Capital Resources
Significant sources and uses of cash in 2020
Sources of cash:
• Cash flows from operating activities were $1.9 billion. This included a positive impact from the primary components
of our working capital (receivables, inventories, and accounts payable) of a net $800 million, primarily associated
with lower customer receivables, partially offset by approximately $350 million of severance payments.
Uses of cash:
• In March 2020, we executed two transactions resulting in a reduction of gross debt by $500 million. We issued $1.0
billion aggregate principal amount of senior notes and used the net proceeds from issuance along with cash on hand
to repurchase $1.5 billion aggregate principal amount of senior notes. Inclusive of the tender premium and fees,
these transactions resulted in a net payment of approximately $654 million.
• Capital expenditures were $728 million.
• We paid $278 million of dividends to our shareholders.
• We repurchased approximately 7.4 million shares of our common stock in early March, largely before the significant
decline in oil prices, 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 us with some flexibility to increase or decrease our
capital expenditures based on market conditions. Capital spending for 2021 is currently expected to be approximately $750
million. We believe this level of spend will allow us to invest in our key strategic areas. We will continue to maintain capital
discipline, monitor the rapidly changing market dynamics, and adjust our capital spend accordingly. For additional information
on capital expenditures, see "Executive Overview."
We have debt payments of $185 million and $500 million due in the first quarter of 2021 and the fourth quarter of
2021, respectively.
Based on our market outlook, we reduced our quarterly dividend rate in the second quarter of 2020 from $0.18 per
common share to $0.045 per common share and remained at this amount for the rest of 2020, reducing cash outflows by
approximately $360 million in 2020. We will continue to maintain our focus on liquidity and review our quarterly dividend
considering our priorities of future debt reduction and, as market conditions evolve, reinvesting in our business.
Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately
$5.1 billion remained authorized for repurchases as of December 31, 2020 and may be used for open market and other share
purchases.
HAL 2020 FORM 10-K | 22
Contractual obligations
The following table summarizes our significant contractual obligations and other long-term liabilities as of
Item 7 | Liquidity and Capital Resources
December 31, 2020:
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
2021
2022
2023
2024
2025
Thereafter
Total
$
695 $
9 $
602 $ — $ 1,000 $
7,604 $
484
287
63
385
26
460
233
63
72
—
460
146
62
17
—
439
94
49
6
—
439
70
38
192
—
7,129
428
55
1
—
9,910
9,411
1,258
330
673
26
$ 1,940 $
837 $ 1,287 $
588 $ 1,739 $ 15,217 $ 21,608
(a) Represents principal amounts of long-term debt, including current maturities of debt, which excludes any unamortized debt issuance
costs and discounts.
Interest on debt includes 76 years of interest on $300 million of debentures at 7.6% interest that become due in 2096.
(b)
(c) Amounts in 2021 primarily represent certain purchase orders for goods and services utilized in the ordinary course of our business.
Includes pension funding obligations. Amounts for pension funding obligations, which include international plans and are based on
(d)
assumptions that are subject to change, are only included for 2021 as we are currently not able to reasonably estimate our
contributions for years after 2021.
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 $355 million of gross
unrecognized tax benefits, excluding penalties and interest, at December 31, 2020, of which we estimate $211 million may
require a cash payment by us. We estimate that $193 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, 2020, we had $2.6 billion of cash and equivalents and $3.5
billion of available committed bank credit under our revolving credit facility. 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, including capital expenditures,
working capital investments, dividends, if any, debt repayment, and contingent liabilities.
Guarantee agreements. In the normal course of business, we have agreements with financial institutions under which
approximately $1.9 billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, 2020.
Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization,
however, none of these triggering events have occurred.
Credit ratings. Our credit ratings with Standard & Poor’s (S&P) remain BBB+ 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 negative 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. Given the nature and significance of
the pandemic and disruption in the oil and gas industry, we have experienced delayed customer payments and payment defaults
associated with customer liquidity issues and bankruptcies. 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 2020 FORM 10-K | 23
Item 7 | Business Environment and Results of Operations
BUSINESS ENVIRONMENT AND RESULTS OF OPERATIONS
We operate in more than 70 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 2020, 2019, and 2018, based on the location of services provided and products sold, 38%, 51%, and
58%, 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, 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. The COVID-19 pandemic and efforts to mitigate its effect have had a substantial negative impact
on the global economy and demand for oil.
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 capital, 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 table below shows the average oil and natural gas prices for WTI, United Kingdom Brent crude oil, and Henry
Hub natural gas.
2020
2019
2018
Oil price - WTI (1)
Oil price - Brent (1)
$
39.23 $
56.98 $
41.76
64.36
Natural gas price - Henry Hub (2)
(1) Oil price measured in dollars per barrel.
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu.
2.04
2.54
64.94
71.08
3.17
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
2020
2019
2018
418
15
89
522
825
1,347
920
23
134
1,077
1,098
2,175
1,013
19
191
1,223
988
2,211
HAL 2020 FORM 10-K | 24
Item 7 | Business Environment and Results of Operations
The oil and gas industry experienced an unprecedented disruption during 2020 as a result of a combination of factors,
including the substantial decline in global demand for oil caused by the COVID-19 pandemic and subsequent mitigation efforts.
This disruption created a substantial surplus of oil and a decline in oil prices. West Texas Intermediate (WTI) oil spot prices
decreased during the first quarter of 2020 from a high of $63 per barrel in early January of 2020 to approximately $21 per barrel
by the end of the first quarter of 2020. Although oil prices recovered moderately to approximately $48 per barrel by the end of
December 2020, WTI oil spot prices averaged approximately $43 per barrel during the fourth quarter of 2020 and $39 per
barrel during the year 2020, which was approximately 25% and 31%, respectively, less than the average price per barrel during
the same periods in 2019. As a result, oil and gas activity declined significantly during 2020, with the global rig count sinking
to the lowest level since 1973. The U.S. and international average rig counts dropped 54% and 25%, respectively, during 2020,
contributing to a global rig count decline of 38% since 2019.
Crude oil prices traded within a wide range during 2020. After averaging $63 a barrel in January 2020, Brent prices
fell to an average of $18 a barrel in April, the lowest monthly average price since February 1999. The low prices were the result
of significant declines in oil consumption that caused a sharp rise in global oil inventories. However, Brent prices increased
through much of the rest of 2020 as rising oil demand and reduced production caused global oil inventories to fall. Prices rose
to a monthly average of $50 a barrel in December due to expectations of future economic recovery based on the roll out of
multiple COVID-19 vaccines. In the early part of January 2021, Brent prices reached their highest levels in 10 months after
Saudi Arabia announced a one-month unilateral cut in its crude oil production for February and March that is in addition to its
OPEC+ commitments. Oil prices are back to pre-pandemic levels, driven by global vaccine distribution, an unfolding demand
recovery, OPEC+ agreement on production volume, and a declining production base. However, the surge in COVID-19
infections globally and the expected gradual return of spare production capacity make us cautious about near term recovery.
In the United States Energy Information Administration (EIA) January 2021 "Short Term Energy Outlook," the EIA
projected Brent prices to average $53 per barrel in 2021, while WTI prices were projected to average approximately $3.00 less
per barrel than Brent prices. The International Energy Agency's (IEA) January 2021 "Oil Market Report" forecasts 2021 global
demand to average approximately 96.6 million barrels per day, an increase of 6% from 2020.
The recent widespread escalation of COVID-19 cases remains a significant factor impacting oil demand. Vaccination
campaigns are underway; however, several regions, including areas of the United States, are dealing with a rebound in the
pandemic resulting in tighter mobility constraints and less travel. There is also concern about whether vaccines will be
effective against different strains of the virus that have developed and may develop in the future.
The Henry Hub natural gas spot price in the United States averaged $2.04 per MMBtu in 2020, a decrease of $0.50 per
MMBtu, or 20%, from 2019. The EIA expects Henry Hub natural gas prices to rise to annual average of $3.01 per MMBtu in
2021 and forecasts prices will rise to an average of $3.27 per MMBtu in 2022.
North America operations
The average North America rig count decreased 52% for the full year 2020 as compared to 2019. The decline in
activity was rapid, but both rig count and completions activity have started to recover off their 2020 lows. We responded swiftly
and aggressively to the market conditions, and as business conditions improve, our actions resulted in margin improvements
through the second half of 2020. In the first quarter of 2021, we expect positive activity momentum to continue, with
completions activity increasing more than drilling. The EIA estimates that annual U.S. crude oil production averaged 11.3
million barrels per day as of the year ended 2020, down 1.0 million barrels per day compared to the year ended 2019 as a result
of well curtailment and a drop in drilling activity related to low oil prices. The EIA expects production to again decline in 2021,
averaging 11.1 million barrels per day, and to increase to an annual average of 11.5 million barrels per day in 2022, as prices
and drilling conditions become more favorable. We continue to focus on driving strategic changes, building on the operating
leverage we have created in the business, and maximizing our cash flow generation in North America.
International operations
Full year international revenue for 2020 declined 17%, while rig counts and customer spending were down more than
20% as compared to 2019. The pace of recovery depends on the trajectory of demand improvement, and in the second half of
2021, we expect to see an increase in international activity compared to the second half of 2020. We are well positioned to
benefit from this increase. We have a strong presence in mature fields completions and interventions work, resilient integrated
contracts around the world, leverage to unconventional developments in Latin America and the Middle East, and a leading
position in key active offshore areas. The EIA expects the recent rise in COVID-19 infections, the re-imposition of some
restrictions, and ongoing changes to consumer behaviors due to the pandemic will continue to adversely affect global oil
demand in the first half of 2021. Despite the uncertainty, the EIA forecasts economic activity to return to pre-pandemic levels in
2021 based partly on assumptions regarding the effect of recent vaccine rollouts and reopening efforts. As in the United States,
HAL 2020 FORM 10-K | 25
Item 7 | Business Environment and Results of Operations
the pace of oil consumption growth internationally may, to a significant extent, depend on the manufacture and distribution of
effective vaccines on a global scale.
Venezuela. The U.S. Government imposed sanctions against Venezuela have effectively required us to discontinue our
operations there. Consequently, in connection with us winding down our operations in Venezuela, we wrote down all of our
remaining investment in Venezuela in 2020. As of December 29, 2020 we no longer have any employees in Venezuela,
although we continue to maintain our local entity, facilities, and equipment in-country, as permitted under applicable law. We
are not currently conducting any other operational activities in Venezuela.
HAL 2020 FORM 10-K | 26
RESULTS OF OPERATIONS IN 2020 COMPARED TO 2019
Item 7 | Results of Operations in 2020 Compared to 2019
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 loss:
Millions of dollars
Completion and Production
Drilling and Evaluation
Total
Corporate and other
Impairments and other charges
Total operating loss
n/m = not meaningful
Favorable
Percentage
2020
2019
(Unfavorable)
Change
$
$
7,839 $
14,031 $
6,606
8,377
14,445 $
22,408 $
(6,192)
(1,771)
(7,963)
(44) %
(21)
(36) %
$
5,731 $
11,884 $
(6,153)
(52) %
1,668
2,813
4,233
2,364
3,285
4,875
(696)
(472)
(642)
(29)
(14)
(13)
$
14,445 $
22,408 $
(7,963)
(36) %
2020
2019
(Unfavorable)
Change
Favorable
Percentage
$
995 $
1,671 $
569
1,564
(201)
(3,799)
$
(2,436) $
642
2,313
(255)
(2,506)
(448) $
(676)
(73)
(749)
54
(1,293)
(1,988)
(40) %
(11)
(32)
21
(52)
n/m
Consolidated revenue in 2020 was $14.4 billion, a decrease of $8.0 billion, or 36%, compared to 2019, mainly due to
lower activity and pricing in North America land, primarily associated with stimulation services and well construction. Revenue
from North America was 40% of consolidated revenue in 2020 and 53% of consolidated revenue in 2019.
We reported a consolidated operating loss of $2.4 billion in 2020 driven in part by $3.8 billion of impairments and
other charges. This compares to an operating loss of $448 million in 2019, driven by $2.5 billion of impairments and other
charges. A significant decline in stimulation activity and pricing in North America land during 2020 negatively impacted
operating results, partially offset by increase in stimulation activity and completion tool sales in the Middle East/Asia. 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 $7.8 billion in 2020, a decrease of $6.2 billion, or 44%, compared to 2019.
Operating income was $1.0 billion in 2020, a 40% decrease from $1.7 billion in 2019. These results were primarily driven by
reduced activity and pricing for pressure pumping services, lower completion tool sales, and reduced artificial lift activity in
North America land. Partially offsetting these results were higher completion tool sales in the Eastern Hemisphere.
Drilling and Evaluation
Drilling and Evaluation revenue was $6.6 billion in 2020, a decrease of $1.8 billion, or 21%, from 2019. These results
were primarily driven by lower activity for drilling-related services in North America land, lower project management activity
in the Middle East/Asia, and a global decrease in wireline activity.
Operating income was $569 million in 2020, a decrease of $73 million, or 11%, compared to 2019. These results were
primarily driven by a decline in drilling activity in North America land, coupled with lower project management activity in the
HAL 2020 FORM 10-K | 27
Item 7 | Results of Operations in 2020 Compared to 2019
Middle East/Asia. Partially offsetting these results were improvements in wireline profitability in the Middle East/Asia and the
North Sea, as well as drilling-related services in the North Sea.
GEOGRAPHIC REGIONS
North America
North America revenue was $5.7 billion in 2020, a 52% decrease compared to 2019, resulting from lower activity and
pricing in North America land, primarily associated with reduced stimulation, well construction, artificial lift, and wireline
activity. This decline was partially offset by increased stimulation activity in the Gulf of Mexico and project management in
North America land.
Latin America
Latin America revenue was $1.7 billion in 2020, a 29% decrease compared to 2019, resulting primarily from decreased
activity in multiple product service lines in Argentina, Colombia, Ecuador, and Brazil, partially offset by increased project
management activity in Mexico and drilling-related services in Guyana.
Europe/Africa/CIS
Europe/Africa/CIS revenue was $2.8 billion in 2020, a 14% decrease compared to 2019. The decrease was due to
lower activity for multiple product service lines throughout the region, primarily in Nigeria, Egypt, and United Kingdom,
partially offset by increased completion tool sales in the North Sea, Algeria, and Azerbaijan, and drilling-related activity in the
North Sea.
Middle East/Asia
Middle East/Asia revenue was $4.2 billion in 2020, a 13% decrease compared to 2019. The decrease was due to lower
activity throughout the region, primarily related to project management, stimulation in Saudi Arabia, and well construction
activity, partially offset by increased completion tool sales and pipeline services in the Middle East/Asia.
OTHER OPERATING ITEMS
Impairments and other charges were $3.8 billion in 2020, consisting of asset and real estate impairments, primarily
associated with pressure pumping and drilling equipment, as well as severance and other costs incurred as we continued to
adjust our cost structure during the year. This compares to $2.5 billion of impairments and other charges recorded 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. See Note 2 to the consolidated financial statements for
further discussion on these charges.
NONOPERATING ITEMS
Loss on early extinguishment of debt. During the year ended December 31, 2020, we recorded a $168 million loss on
the early extinguishment of debt, which included a tender premium, unamortized discounts and costs on the retired notes, and
tender fees. See Note 9 to the consolidated financial statements for further information.
Income tax (provision) benefit. Our tax (provisions) benefits are sensitive to the geographic mix of earnings and our
ability to use our deferred tax assets. During 2020, we recorded a total income tax benefit of $278 million on a pre-tax loss of
$3.2 billion, resulting in an effective tax rate of 8.6%. 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%. See Note 11 to the consolidated financial statements for
significant drivers of these tax (provisions) benefits.
HAL 2020 FORM 10-K | 28
Item 7 | Results of Operations in 2019 Compared to 2018
RESULTS OF OPERATIONS IN 2019 COMPARED TO 2018
Information related to the comparison of our operating results between the years 2019 and 2018 is included in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2019 Form 10-K filed with
the SEC and is incorporated by reference into this annual report on Form 10-K.
HAL 2020 FORM 10-K | 29
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 income tax (provision) benefit, 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; and
- allowance for credit losses.
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 and 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 that could have a material impact on
our income tax accounts related to continuing operations.
HAL 2020 FORM 10-K | 30
Item 7 | Critical Accounting Estimates
We have operations in more than 70 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, 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, 2020, 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 the lowest level for which identifiable cash flows are largely independent of the cash flows from other assets. This 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, 2020.
HAL 2020 FORM 10-K | 31
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.
Allowance for credit losses
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 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, 2020, our allowance for credit losses totaled $824 million, or 22.5% of notes and accounts receivable
before the allowance. At December 31, 2019, our allowance for credit losses totaled $776 million, or 15.4% of notes and
accounts receivable before the allowance. The allowance for credit losses 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, 2020 would have resulted in a $37 million adjustment to 2020
total operating costs and expenses. See Note 5 to the consolidated financial statements for further information.
OFF BALANCE SHEET ARRANGEMENTS
At December 31, 2020, we had no material off balance sheet arrangements. In the normal course of business, we have
agreements with financial institutions under which approximately $1.9 billion of letters of credit, bank guarantees or surety
bonds were outstanding as of December 31, 2020. Some of the outstanding letters of credit have triggering events that would
entitle a bank to require cash collateralization, however, none of these triggering events have occurred.
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 forward contracts and options, a hypothetical 10% adverse change in the value of all our foreign currency positions
relative to the United States dollar as of December 31, 2020 would result in a $83 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, 2020.
HAL 2020 FORM 10-K | 32
Item 7 | Financial Instrument Market Risk
There are certain limitations inherent in the sensitivity analysis presented, primarily due to the assumption that
exchange rates and interest rates change instantaneously in an equally adverse fashion. In addition, the analysis 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 2020 FORM 10-K | 33
Item 7(a) | Quantitative and Qualitative Disclosures About Market Risk
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.
HAL 2020 FORM 10-K | 34
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, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and
2018
Consolidated Balance Sheets at December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 Consolidated
Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018
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
Quarterly Financial Data (Unaudited)
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HAL 2020 FORM 10-K | 35
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, 2020 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, 2020, our internal control over financial reporting is
effective. The effectiveness of Halliburton’s internal control over financial reporting as of December 31, 2020 has been audited
by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.
HALLIBURTON COMPANY
by
/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 2020 FORM 10-K | 36
Report of Independent Registered Public Accounting Firm
To the Shareholders and 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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31, 2020, 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, 2020, 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 5, 2021 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 recognizes deferred tax assets
and liabilities for the expected future tax consequences of events that have been recognized in the financial statements.
A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be
realized, which is dependent upon the generation of the future taxable income. As of December 31, 2020, the
Company had gross deferred tax assets of $3.8 billion and a related valuation allowance of $1.4 billion.
We identified the evaluation of the realizability of domestic deferred tax assets as a critical audit matter. The
evaluation of the realizability of domestic deferred tax assets, specifically related to domestic net operating loss
HAL 2020 FORM 10-K | 37
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, specifically revenue growth rates, could have an impact on the Company’s evaluation of
the realizability of the domestic deferred tax assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included
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, specifically revenue growth rates, 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 domestic deferred tax assets by evaluating the expiration of domestic 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, 2020 was $15.4 billion and related accumulated depreciation was $11.0 billion. When
events or changes in circumstances indicate that long-lived assets may be impaired, an evaluation is performed. The
Company compares 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 their carrying
amount, then they determine the asset group's fair value. The fair value of an asset group is determined by using a
discounted cash flow analysis, and an impairment is recognized in the event the fair value is less than the carrying
value. The Company recognized an impairment charge of $2.3 billion for the year ended December 31, 2020.
We identified the assessment of the Company’s estimate of the fair value of property, plant and equipment as a critical
audit matter for certain asset groups. There was a high degree of subjectivity in evaluating the significant assumptions
used in determining the discounted cash flows used to estimate the fair value of certain asset groups, specifically the
revenue growth rates, expected profitability margin and the discount rate used.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls over the Company’s process to estimate the
discounted cash flows of certain asset groups, including controls related to the significant assumptions. We evaluated
the Company’s development of the revenue growth rates and expected profitability margin assumptions by identifying
and assessing the sources of data that management used in their assessment. We evaluated the revenue growth rates
and expected profitability margin for consistency with relevant historical data, changes in the business, and external
industry data, as applicable. 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 5, 2021
HAL 2020 FORM 10-K | 38
Report of Independent Registered Public Accounting Firm
To the Shareholders and 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, 2020, 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, 2020, 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, 2020 and 2019, 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, 2020, and the related notes (collectively, the consolidated financial statements), and our report
dated February 5, 2021 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 5, 2021
HAL 2020 FORM 10-K | 39
HALLIBURTON COMPANY
Consolidated Statements of Operations
Millions of dollars and shares except per share data
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 $38, $23, and $44
Loss on early extinguishment of debt
Other, net
Income (loss) before income taxes
Income tax benefit (provision)
Net income (loss)
Net income attributable to noncontrolling interest
Net income (loss) attributable to company
Basic and diluted income (loss) per share attributable to company
shareholders:
Net income (loss) per share
Basic weighted average common shares outstanding
Diluted weighted average common shares outstanding
See notes to consolidated financial statements.
Year Ended December 31
2020
2019
2018
$
10,203 $
16,884 $
18,444
4,242
14,445
9,458
3,442
3,799
182
16,881
(2,436)
(505)
(168)
(111)
5,524
22,408
15,684
4,439
2,506
227
22,856
(448)
(569)
—
(105)
(3,220)
(1,122)
278
(7)
(2,942) $
(1,129) $
(3)
(2)
5,551
23,995
16,591
4,418
265
254
21,528
2,467
(554)
—
(99)
1,814
(157)
1,657
(1)
(2,945) $
(1,131) $
1,656
(3.34) $
(1.29) $
1.89
881
881
875
875
875
877
$
$
$
HAL 2020 FORM 10-K | 40
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 attributable to noncontrolling interest
Comprehensive income (loss) attributable to company shareholders
See notes to consolidated financial statements.
Year Ended December 31
2020
2019
2018
$
(2,942) $
(1,129) $
1,657
(24)
24
—
(11)
3
(8)
131
(17)
114
$
$
(2,942) $
(1,137) $
1,771
(3)
(2)
(1)
(2,945) $
(1,139) $
1,770
HAL 2020 FORM 10-K | 41
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 credit losses of $824 and $776)
Inventories
Assets held for resale
Other current assets
Total current assets
Property, plant and equipment (net of accumulated depreciation of $11,039 and $12,630)
Goodwill
Deferred income taxes
Operating lease right-of-use assets
Other assets
Total assets
Current liabilities:
Accounts payable
Liabilities and Shareholders’ Equity
Current maturities of long-term debt
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 1,066 and 1,068
shares)
Paid-in capital in excess of par value
Accumulated other comprehensive loss
Retained earnings
Treasury stock, at cost (181 and 190 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
2020
2019
$
2,563 $
3,071
2,349
550
942
9,475
4,325
2,804
2,166
786
1,124
2,268
4,577
3,139
180
1,048
11,212
7,310
2,812
1,683
931
1,429
$
20,680 $
25,377
$
1,573 $
2,432
695
517
292
251
1,093
4,421
9,132
758
562
824
11
604
310
208
1,313
4,878
10,316
825
525
808
15,697
17,352
2,666
—
(362)
8,691
(6,021)
4,974
9
4,983
20,680 $
$
2,669
143
(362)
11,989
(6,427)
8,012
13
8,025
25,377
HAL 2020 FORM 10-K | 42
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 benefit
Accrued employee benefits
Changes in assets and liabilities:
Receivables
Accounts payable
Inventories
Other operating activities
Total cash flows provided by 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 used in investing activities
Cash flows from financing activities:
Payments on long-term borrowings
Proceeds from issuance of long-term debt, net
Dividends to shareholders
Stock repurchase program
Proceeds from issuance of common stock
Other financing activities
Total cash flows 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 during the period for:
Interest
Income taxes
See notes to consolidated financial statements.
Year Ended December 31
2020
2019
2018
$
(2,942) $
(1,129) $
1,657
3,799
(350)
1,058
(444)
(160)
1,394
(934)
340
120
2,506
(144)
1,625
(396)
(38)
636
(595)
(202)
182
265
—
1,606
(267)
(69)
(186)
483
(681)
349
1,881
2,445
3,157
(728)
(1,530)
(2,026)
286
—
(44)
190
—
(105)
218
(187)
2
(486)
(1,445)
(1,993)
(1,654)
994
(278)
(100)
87
(56)
(1,007)
(93)
295
(13)
—
(630)
(100)
118
(70)
(695)
(45)
260
(445)
—
(630)
(400)
195
(139)
(1,419)
(74)
(329)
2,268
2,008
2,337
$
2,563 $
2,268 $
2,008
$
$
509 $
300 $
534 $
363 $
556
178
HAL 2020 FORM 10-K | 43
HALLIBURTON COMPANY
Consolidated Statements of Shareholders' Equity
Company Shareholders’ Equity
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
$
2,673 $
207 $ (6,757) $ 12,668 $
(469) $
27 $ 8,349
—
—
—
(2)
—
—
—
—
—
4
—
—
—
—
—
413
(400)
—
1,656
—
(630)
—
—
45
—
114
—
—
—
—
1
—
—
—
—
(6)
1,657
114
(630)
415
(400)
39
$
2,671 $
211 $ (6,744) $ 13,739 $
(355) $
22 $ 9,544
—
—
—
(2)
—
—
—
—
—
(67)
—
(1)
—
—
—
417
(100)
—
(1,131)
—
(630)
—
—
11
—
(8)
—
—
—
1
2
—
—
—
—
(1,129)
(8)
(630)
348
(100)
(11)
—
$
2,669 $
143 $ (6,427) $ 11,989 $
(362) $
13 $ 8,025
—
—
(3)
—
—
—
—
(143)
—
—
—
—
506
(100)
—
(2,945)
(278)
(75)
—
—
—
—
—
—
—
3
—
—
—
(7)
(2,942)
(278)
285
(100)
(7)
Millions of dollars
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 income (loss)
Other comprehensive loss
Cash dividends ($0.72 per share)
Stock plans
Stock repurchase program
Other
Balance at December 31, 2019
Comprehensive income (loss):
Net income (loss)
Cash dividends ($0.315 per share)
Stock plans
Stock repurchase program
Other
Balance at December 31, 2020
$
2,666 $
— $ (6,021) $
8,691 $
(362) $
9 $ 4,983
See notes to consolidated financial statements.
HAL 2020 FORM 10-K | 44
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 income tax
(provision) benefit and the valuation of deferred taxes, legal reserves, long-lived asset valuations, and allowance for credit
losses. 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 $309 million in 2020, $404 million in 2019, and $390 million in 2018.
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. Our inventory is recorded on the
weighted 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 2020 FORM 10-K | 45
Item 8 | Notes to Consolidated Financial Statements
Allowance for credit losses
We establish an allowance for credit losses through a review of several factors, including historical collection
experience, current aging status of the customer accounts, and current financial condition of our customers. Losses are charged
against the allowance 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 often used for tax purposes, when 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, 2018:
Current year acquisitions
Purchase price adjustments for previous acquisitions
Other
Balance at December 31, 2019:
Other
Balance at December 31, 2020:
Completion and
Production
Drilling and
Evaluation
Total
$
2,055 $
770 $
2,825
6
(1)
(21)
2,039 $
(66)
1,973 $
$
$
5
(1)
(1)
773 $
58
831 $
11
(2)
(22)
2,812
(8)
2,804
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. As a result of our goodwill
impairment assessments performed in the years ended December 31, 2020, 2019, and 2018, 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 2020.
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 2020 FORM 10-K | 46
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 2020 FORM 10-K | 47
Item 8 | Notes to Consolidated Financial Statements
Note 2. Impairments and Other Charges
The oil and gas industry experienced an unprecedented disruption during 2020 as a result of a combination of factors,
including the substantial decline in global demand for oil caused by the COVID-19 pandemic and subsequent mitigation efforts.
This disruption created a substantial surplus of oil and a decline in oil prices. West Texas Intermediate (WTI) oil spot prices
decreased during the first quarter of 2020 from a high of $63 per barrel in early January of 2020 to approximately $21 per barrel
by the end of the first quarter of 2020. Although oil prices recovered moderately to approximately $48 per barrel by the end of
December 2020, WTI oil spot prices averaged approximately $43 per barrel during the fourth quarter of 2020 and $39 per
barrel during the year 2020, which was approximately 25% and 31%, respectively, less than the average price per barrel during
the same periods in 2019. As a result, oil and gas activity declined significantly during 2020, with the global rig count sinking
to the lowest level since 1973. The U.S. and international average rig counts dropped 54% and 25%, respectively, during 2020,
contributing to a global rig count decline of 38% since December 31, 2019. In the first and second quarters of 2020, we
determined these events constituted triggering events that required us to review the recoverability of our long-lived assets and
perform an interim goodwill impairment assessment as of March 31, 2020 and May 1, 2020.
We determined the fair value of our long-lived assets based on a discounted cash flow analysis, with the exception of
real estate facilities which are classified as held for sale for which fair value was based on third party sales price estimates. We
determined the fair value for each reporting unit in our goodwill impairment assessment using both a discounted cash flow
analysis and a multiples-based market approach for comparable companies. Given the current volatile market environment, we
utilized third-party valuation advisors to assist us with these valuations. These analyses included significant judgment,
including management’s short-term and long-term forecast of operating performance, discount rates based on our weighted
average cost of capital, revenue growth rates, profitability margins, capital expenditures, the timing of future cash flows based
on an eventual recovery of the oil and gas industry, and in the case of long-lived assets, the remaining useful life and service
potential of the asset. These impairment assessments 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. Based upon our impairment assessments, we determined the carrying amount of some of
our long-lived assets exceeded their respective fair values. As a result of our goodwill impairment assessments, we determined
that the fair value of each reporting unit exceeded its net book value and, therefore, no goodwill impairments were deemed
necessary.
As a result of the events described above, we recorded impairments and other charges of approximately $3.8 billion
during the year ended December 31, 2020. The following table presents various pre-tax charges we recorded during the years
ended December 31, 2020, 2019, and 2018 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
2020
2019
2018
$
2,629 $
1,603 $
505
384
—
—
281
458
172
154
—
119
Total impairments and other charges
$
3,799 $
2,506 $
—
—
—
—
265
—
265
Of the $3.8 billion of impairments and other charges recorded during the year ended December 31, 2020,
approximately $2.4 billion was attributable to our Completion and Production segment and approximately $1.4 billion 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 $2.6 billion of long-lived asset impairments during 2020 consisted of
the following: $1.0 billion attributable to hydraulic fracturing equipment, the majority of which was located in North America;
$297 million related to drilling-related services equipment; $191 million related to right-of-use assets, primarily operating
leases; $131 million related to intangible assets; and $394 million associated with other fixed asset impairments. Also included
in Long-lived asset impairments is $616 million related to real estate properties, primarily related to a fair value adjustment for
a contemplated structured transaction for most of our remaining North America real estate owned assets classified as held for
sale, and to approximately 50% of North American facilities being closed, sold, consolidated, or reduced in size during 2020.
HAL 2020 FORM 10-K | 48
Item 8 | Notes to Consolidated Financial Statements
For the year ended December 31, 2019, the $1.6 billion of long-lived asset impairments consisted 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 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. We also rationalized our portfolio of existing joint ventures and recorded resulting charges within
"Joint ventures" in the table above.
Inventory costs and write-downs in the table above primarily represent disposal of excess inventory, including drilling
fluids and other chemicals, and write-downs in which some of our inventory cost exceeded its market value.
For the year ended December 31, 2018, the $265 million impairment related to a write-down of all of our remaining
investment in Venezuela.
Given the dynamic nature of the COVID-19 pandemic and related market conditions, we cannot reasonably estimate
the period that these events will persist or the full extent of the impact they will have on our business. If market conditions
continue to deteriorate, including crude oil prices further declining or remaining at low levels for a sustained period, we may
record further asset impairments, which may include an impairment of the carrying value of our goodwill.
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. 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.
HAL 2020 FORM 10-K | 49
Operations by business segment
The following tables present financial information on our business segments.
Item 8 | Notes to Consolidated Financial Statements
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
Loss on early extinguishment of debt
Other, net
Income (loss) 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
2020
2019
2018
$
7,839 $ 14,031 $ 15,973
6,606
8,377
8,022
$ 14,445 $ 22,408 $ 23,995
$
995 $
1,671 $
2,278
569
1,564
(201)
642
2,313
(255)
(3,799)
(2,506)
745
3,023
(291)
(265)
$
$
(2,436) $
(448) $
2,467
(505) $
(569) $
(554)
(168)
(111)
—
(105)
—
(99)
$
(3,220) $
(1,122) $
1,814
$
314 $
800 $
1,364
$
$
410
4
728
2
657
5
728 $
1,530 $
2,026
615 $
1,049 $
1,058
430
13
552
24
512
36
$
1,058 $
1,625 $
1,606
(a) Includes certain expenses not attributable to a 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, 2020, amount includes approximately $2.4 billion attributable to Completion and Production, $1.4
billion attributable to Drilling and Evaluation, and $62 million attributable to Corporate and other.
-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, we recorded aggregate charges of $265 million to write-down our investment in Venezuela.
Millions of dollars
Total assets:
Completion and Production (a)
Drilling and Evaluation (a)
Corporate and other (b)
Total
December 31
2020
2019
$
7,924 $ 11,894
8,059
6,371
5,424
6,385
$ 20,680 $ 25,377
(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.
HAL 2020 FORM 10-K | 50
Operations by geographic region
The following tables present information by geographic area. In 2020, 2019, and 2018, based on the location of
services provided and products sold, 38%, 51%, and 58%, respectively, of our consolidated revenue was from the United States.
No other country accounted for more than 10% of our revenue or property, plant, and equipment during the periods presented.
As of December 31, 2020 and December 31, 2019, 49% and 59% of our property, plant, and equipment was located in the
United States.
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
Year Ended December 31
2019
2020
2018
$
5,731 $ 11,884 $ 14,431
2,065
2,364
1,668
2,945
3,285
2,813
4,554
4,875
4,233
$ 14,445 $ 22,408 $ 23,995
December 31
2020
2019
$
$
2,211 $
544
602
968
4,325 $
4,666
754
772
1,118
7,310
Note 4. Revenue
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, 38%, 51%,
and 58% of our consolidated revenue was from the United States for the years ended December 31, 2020, 2019, and 2018,
respectively. No other country accounted for more than 10% of our revenue. The following table presents information on our
disaggregated revenue.
HAL 2020 FORM 10-K | 51
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
2020
2019
2018
$
$
$
7,839 $
14,031 $
6,606
8,377
14,445 $
22,408 $
15,973
8,022
23,995
5,731 $
11,884 $
14,431
1,668
2,813
4,233
2,364
3,285
4,875
2,065
2,945
4,554
$
14,445 $
22,408 $
23,995
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, 2020, 32% of our net trade receivables were from customers in the United States. As of
December 31, 2019, 36% 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 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 credit losses for 2018, 2019 and 2020.
Millions of dollars
Year ended December 31, 2018
Year ended December 31, 2019
Year ended December 31, 2020
Balance at
Beginning of
Period
Provision (a)
Other (b)
Balance at
End of
Period (c)
$
725 $
738
776
57 $
50
58
(44) $
(12)
(10)
738
776
824
(a) Represents increases to allowance for credit losses charged to costs and expenses, net of recoveries.
(b) Includes write-offs, balance sheet reclassifications, and other activity.
(c) The allowance for credit losses in all years is primarily comprised of a full reserve against accounts receivable with our primary customer in
Venezuela.
HAL 2020 FORM 10-K | 52
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 year ended December 31, 2018 has not been adjusted and continues 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 sheet 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.
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 and
accretion of the lease liability, 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 years ended December 31, 2020 and
December 31, 2019, along with other supplemental information about our existing leases:
HAL 2020 FORM 10-K | 53
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
Item 8 | Notes to Consolidated Financial Statements
Year Ended December 31
2020
2019
$
$
19 $
32
296
31
(4)
374 $
19
51
355
110
(5)
530
For the year ended December 31, 2018, total rentals on our operating leases under the previous lease standard, net of
sublease rentals, was $680 million.
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)
As of December 31
2020
2019
$
$
786 $
251
758
113 $
24
118
931
208
825
123
19
124
During the years ended December 31, 2020 and December 31, 2019, impairment charges were recorded related to
operating and finance lease right-of-use assets totaling $191 million and $139 million, respectively. 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
2020
2019
$
$
299
$
32
21
447
$
39
8.6 years
6.4 years
4.1 %
316
51
24
1,362
74
9.5 years
5.4 years
4.4 %
(a) The 2019 balance 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.
HAL 2020 FORM 10-K | 54
The following table summarizes the maturity of our operating and finance leases as of December 31, 2020:
Item 8 | Notes to Consolidated Financial Statements
Millions of dollars
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
Total
Note 7. Inventories
Inventories consisted of the following:
Millions of dollars
Finished products and parts
Raw materials and supplies
Work in process
Total
Operating
Leases
Finance
Leases
$
287 $
233
146
94
70
428
1,258
(249)
$
1,009 $
63
63
62
49
38
55
330
(188)
142
December 31
2020
2019
$
$
1,330 $
952
67
2,349 $
1,865
1,147
127
3,139
All amounts in the table above are reported net of obsolescence reserves of $150 million at December 31, 2020 and
$149 million at December 31, 2019.
During the year ended December 31, 2020, we recorded $505 million of impairment charges related to inventory.
These charges primarily consisted of the disposal of excess inventory, including drilling fluids and other chemicals, and write-
downs in which some of our inventory cost exceeded its market value.
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
2020
2019
$
120 $
1,652
13,592
15,364
11,039
4,325 $
$
202
3,167
16,571
19,940
12,630
7,310
During the year ended December 31, 2020, a $2.3 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.
HAL 2020 FORM 10-K | 55
Classes of assets are depreciated over the following useful lives:
Item 8 | Notes to Consolidated Financial Statements
Buildings and Property
Improvements
2020
13%
41%
21%
25%
2019
12%
41%
22%
25%
Machinery, Equipment,
and Other
2020
49%
41%
10%
2019
43%
47%
10%
1
11
21
31
- 10 years
- 20 years
- 30 years
- 40 years
1 - 5 years
6 - 10 years
11 - 20 years
Note 9. Debt
Our total debt, including short-term borrowings and current maturities of long-term debt, consisted of the following:
Millions of dollars
5.0% senior notes due November 2045
3.8% senior notes due November 2025
4.85% senior notes due November 2035
7.45% senior notes due September 2039
2.92% senior notes due March 2030
4.75% senior notes due August 2043
6.7% senior notes due September 2038
3.5% senior notes due August 2023
4.5% senior notes due November 2041
3.25% senior notes due November 2021
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
2020
2019
2,000
2,000 $
2,000
1,000
1,000
1,000
1,000
1,000
—
1,000
900
900
800
800
1,100
600
500
500
500
500
300
300
185
185
104
104
28
20
(90)
(82)
10,327
9,827
(695)
(11)
9,132 $ 10,316
$
$
HAL 2020 FORM 10-K | 56
Item 8 | Notes to Consolidated Financial Statements
$1.0 billion issuance
On March 3, 2020, we issued $1.0 billion aggregate principal amount of 2.92% senior notes due March 2030.
Subsequently, on March 5, 2020, we completed a tender offer to purchase $1.5 billion aggregate principal amount of senior
notes using proceeds from the debt issuance and cash on hand. In the tender offer, we purchased $500 million aggregate
principal amount of our 3.50% senior notes due August 2023 and $1.0 billion aggregate principal amount of our 3.80% senior
notes due November 2025. This early debt repurchase resulted in a $168 million loss on extinguishment, which included a
tender premium, unamortized discounts and costs on the retired notes, and other tender fees. These costs are included in "Loss
on early extinguishment of debt" on our consolidated statements of operations for the year ended December 31, 2020.
Senior debt
The $1.0 billion of senior notes issued in March 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,
2020.
Debt maturities
Our long-term debt matures as follows: $695 million in 2021, $9 million in 2022, $602 million in 2023, no amounts in
2024, $1.0 billion in 2025, 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 $1.9
billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, 2020. 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.
Note 11. Income Taxes
The components of the (provision) benefit for income taxes on continuing operations were:
Millions of dollars
Current income taxes:
Federal
Foreign
State
Total current
Deferred income taxes:
Federal
Foreign
State
Total deferred
Income tax (provision) benefit
Year Ended December 31
2019
2020
2018
$
1 $
32 $
(167)
—
(166)
372
2
70
444
278 $
(426)
(9)
(403)
383
(36)
49
396
(7) $
$
19
(428)
(15)
(424)
286
9
(28)
267
(157)
HAL 2020 FORM 10-K | 57
The United States and foreign components of income (loss) from continuing operations before income taxes were as
follows:
Item 8 | Notes to Consolidated Financial Statements
Millions of dollars
United States
Foreign
Total
Year Ended December 31
2020
2019
2018
$
(3,031) $
(1,517) $
1,097
(189)
395
717
$
(3,220) $
(1,122) $
1,814
Reconciliations between the actual (provision) benefit 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
Impact of foreign income taxed at different rates
Valuation allowance against tax assets
Adjustments of prior year taxes
State income taxes
Venezuela adjustment
Impact of U.S. tax reform
Other items, net
Total effective tax rate on continuing operations
Year Ended December 31
2020
2019
2018
21.0 %
21.0 %
21.0 %
(12.3)
(1.1)
0.9
0.7
—
—
—
(20.9)
0.8
(10.7)
13.0
(1.3)
—
—
(0.6)
8.6 %
(2.5)
(0.6) %
—
(3.0)
(16.2)
2.0
1.9
5.7
(2.6)
(0.1)
8.7 %
During the year ended December 31, 2020, we recorded a total income tax benefit of $278 million on a pre-tax loss of
$3.2 billion, resulting in an effective tax rate of 8.6%. The effective tax rate for 2020 was primarily impacted by our geographic
mix of earnings, tax adjustments related to the reassessment of prior year tax accruals and valuation allowances on some of our
deferred tax assets. The increase in our valuation allowances results from our decreased forecasted ability to generate sufficient
taxable income before the expiration of foreign tax credits and net operating losses as a direct result of deteriorated market
conditions that led to impairment charges of $3.8 billion in 2020 and $2.5 billion in 2019. See Note 2 for further information.
The primary components of our deferred tax assets and liabilities were as follows:
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
Other
Total gross deferred tax liabilities
Valuation allowances
Net deferred income tax asset
December 31
2020
2019
$
$
1,691 $
945
196
237
263
469
3,801
7
86
155
248
1,394
2,159 $
1,301
877
198
215
316
382
3,289
373
109
58
540
1,082
1,667
At December 31, 2020, we had $1.8 billion of domestic and foreign tax-effected net operating loss carryforwards, with
approximately $133 million estimated to be utilized against our unrecognized tax benefits. The ultimate realization of these
HAL 2020 FORM 10-K | 58
Item 8 | Notes to Consolidated Financial Statements
deferred tax assets depends on our ability to generate sufficient taxable income in the appropriate taxing jurisdiction. Our
deferred tax assets from net operating losses, foreign tax credits, and research and development credits will expire as follows:
Millions of dollars
U.S. Net Operating
Loss
Foreign Net
Operating Loss
Foreign Tax Credits
Research and
Development Credit
Total
2021-2025
2026-2030
2031-2041
Non-Expiring
$
$
2 $
186 $
533 $
— $
7
665
312
125
92
435
557
—
—
—
196
—
721
689
953
747
986 $
838 $
1,090 $
196 $
3,110
During the year ended December 31, 2020, we increased our valuation allowance on deferred tax assets by $312
million related to $16 million associated with foreign deferred tax assets and $296 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, 2020. 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.
The following table presents a rollforward of our unrecognized tax benefits and associated interest and penalties.
Millions of dollars
Balance at January 1, 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, 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
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, 2020
Unrecognized
Tax Benefits
$
$
Interest
and Penalties
60
$
11
—
(2)
(2)
67
11
—
—
(8)
70
6
—
—
(5)
71
333
32
63
(7)
(4)
417
25
29
(4)
(42)
425 (a)
(66)
16
(3)
(17)
355 (a)(b) $
$
$
$
$
(a)
(b)
Includes $18 million as of December 31, 2020 and $25 million as of December 31, 2019 in foreign unrecognized tax benefits that would give rise to
a United States tax credit. As of December 31, 2020 and December 31, 2019, a net $224 million and $271 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 $17 million that could be resolved within the next 12 months.
Our tax returns are subject to review by the taxing authorities in the jurisdictions where we file tax returns. In most
cases we are no longer subject to examination by tax authorities for years before 2009. The only significant operating
jurisdiction that has tax filings under review or subject to examination by the tax authorities is the United States. The United
States federal income tax filings for tax years 2016 through 2019 are currently under review or remain open for review by the
U.S. Internal Revenue Service.
HAL 2020 FORM 10-K | 59
Item 8 | Notes to Consolidated Financial Statements
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
2020
2019
1,066
(181)
885
1,068
(190)
878
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, 2020 we repurchased approximately 7.4 million
shares of our common stock for a total cost of $100 million. There were 4.5 million repurchases made under the program during
the year ended December 31, 2019. Approximately $5.1 billion remained authorized for repurchases as of December 31, 2020.
From the inception of this program in February 2006 through December 31, 2020, we repurchased approximately 224 million
shares of our common stock for a total cost of approximately $9.0 billion.
Paid-in Capital in Excess of Par Value
During 2020, we issued common stock from treasury shares under our employee stock purchase plan awards and for
restricted stock grants. As a result, additional paid in capital was reduced below zero, which resulted in a reduction of retained
earnings by $75 million. Additional issuances from treasury shares could similarly impact additional paid in capital and retained
earnings.
Preferred stock
Our preferred stock consists of five million total authorized shares at December 31, 2020, of which none are issued.
Accumulated other comprehensive loss
Accumulated other comprehensive loss consisted of the following:
Millions of dollars
December 31
2020
2019
Defined benefit and other postretirement liability adjustments (a)
$
(226) $
(214)
Cumulative translation adjustment
Other
(83)
(53)
(82)
(66)
Total accumulated other comprehensive loss
$
(362) $
(362)
(a) Included net actuarial losses for our international pension plans of $212 million at December 31, 2020 and $189 million at December 31,
2019.
Note 13. Stock-based Compensation
The following table summarizes stock-based compensation costs for the years ended December 31, 2020, 2019 and
2018.
Millions of dollars
Stock-based compensation cost
Tax benefit
Stock-based compensation cost, net of tax
Year Ended December 31
2020
2019
2018
$
$
218 $
257 $
(35)
(48)
183 $
209 $
274
(51)
223
HAL 2020 FORM 10-K | 60
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:
Item 8 | Notes to Consolidated Financial Statements
- 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 247 million shares of common stock have been reserved for issuance to
employees and non-employee directors. At December 31, 2020, approximately 23 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 the Restricted
Stock Plan for Non-Employee Directors and the 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.
The following table represents our stock options activity during 2020.
Outstanding at January 1, 2020
Granted
Forfeited/expired
Outstanding at December 31, 2020
Exercisable at December 31, 2020
Number
of Shares
(in millions)
Weighted
Average
Exercise
Price
per Share
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in millions)
25.3 $
2.2
(1.6)
25.9 $
19.7 $
41.58
24.59
37.87
40.36
44.29
5.4 $
4.5 $
—
—
The total intrinsic value of options exercised was $7 million in 2020, $2 million in 2019 and $25 million in 2018. As
of December 31, 2020, there was $20 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 $87 million of which none related to proceeds from exercises of
stock option during 2020. Cash received from issuance of common stock was $118 million during 2019 and $195 million
during 2018, of which $6 million and $88 million related to proceeds from exercises of stock options in 2019 and 2018,
respectively. The remainder relates to cash proceeds from the issuance of shares related to our employee stock purchase plan.
HAL 2020 FORM 10-K | 61
Item 8 | Notes to Consolidated Financial Statements
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
2020
5.39
33%
2019
5.31
31%
2018
5.27
28%
2.92 - 3.23% 2.25 - 3.88% 1.37 - 2.29%
1.43 - 1.69% 1.35 - 2.51% 2.27 - 2.84%
Weighted average grant-date fair value of option
$5.41
$5.91
$11.56
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.
In 2020, we also granted performance based restricted stock units, with the actual number of shares earned to be
determined at the end of a three year performance period based on our achievement of certain predefined targets. These targets
are based upon our average return on capital employed as compared to certain competitors and a modifier based upon stock
performance compared to the Oilfield Services Index (OSX). A Monte Carlo simulation that uses a probabilistic approach was
performed by an actuary to measure grant date fair value. The fair value of these performance based restricted stock units is
recognized on a straight-line basis over the three year performance cycle.
The following table represents our restricted stock awards and restricted stock units granted, vested, and forfeited
during 2020.
Nonvested shares at January 1, 2020
Granted
Vested
Forfeited
Nonvested shares at December 31, 2020
Number of
Shares
(in millions)
Weighted
Average
Grant-Date Fair
Value per Share
18.1 $
8.2
(5.4)
(1.9)
19.0 $
34.72
16.53
36.97
33.66
26.26
The weighted average grant-date fair value of shares granted was $16.53 during 2020, $24.75 during 2019, and $47.43
during 2018. The total fair value of shares vested was $79 million during 2020, $107 million during 2019, and $219 million
during 2018. As of December 31, 2020, there was $330 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
90% (85% for 2019 and 2018) of the lower of the fair market value of the common stock on the commencement date or last
trading day of each offering period. Under the ESPP, 74 million shares of common stock have been reserved for issuance, of
which 65 million shares have been sold through the ESPP since the inception of the plan through December 31, 2020 and 9
million shares are available for future issuance. The stock to be offered may be authorized but unissued common shares or
treasury shares.
HAL 2020 FORM 10-K | 62
Item 8 | Notes to Consolidated Financial Statements
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
Year Ended December 31
2020
2019
2018
68 %
4.89 %
0.65 %
34 %
3.06 %
2.20 %
25 %
1.62 %
1.92 %
Weighted average grant-date fair value per share
$
3.18
$
5.22
$
8.86
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
2020
2019
2018
881
—
881
27
1
28
875
—
875
24
1
25
875
2
877
14
—
14
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:
December 31, 2020
December 31, 2019
Millions of dollars
Level 1
Level 2
Total fair
value
Carrying
value
Level 1
Level 2
Total fair
value
Carrying
value
Total debt
$ 10,856 $
700 $ 11,556 $
9,827 $ 11,093 $
868 $ 11,961 $ 10,327
The total fair value of our debt decreased during 2020, primarily due to the early repurchase of senior notes partially
offset by lower average yields. See Note 9 for further information.
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.
HAL 2020 FORM 10-K | 63
Item 8 | Notes to Consolidated Financial Statements
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, 2020 or December 31, 2019. The
counterparties to our derivatives are primarily global commercial and investment banks.
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 $817 million at December 31, 2020 and $513 million
at December 31, 2019. 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, 2020 and December 31, 2019 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 $9.8 billion at
December 31, 2020 and $10.3 billion at December 31, 2019. 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, 2020, 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, 2020 and December 31, 2019 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.
HAL 2020 FORM 10-K | 64
Item 8 | Notes to Consolidated Financial Statements
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, 2020,
32% of our net trade receivables were from customers in the United States. As of December 31, 2019, 36% of our net trade
receivables were from customers in the United States. We maintain an allowance for credit losses 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.
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 totaled $100 million in 2020, $206 million in 2019, and $193
million in 2018. The decrease in expense from 2019 to 2020 was due to significant headcount reductions during the
year ended December 31, 2020, coupled with the suspension of discretionary contributions in 2020.
- 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, 2020, the projected benefit obligation was $1.2 billion and the
fair value of plan assets was $1.1 billion, which resulted in an unfunded obligation of $152 million. 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. The accumulated benefit obligation for our international plans was $1.1 billion at December 31,
2020 and $1.0 billion at December 31, 2019.
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
2020
2019
45 $
8
189
228 $
31
126 $
25
85
7
189
214
18
121
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
HAL 2020 FORM 10-K | 65
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.
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, 2020
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
$
$
$
— $
—
—
—
—
5
5 $
— $
—
—
—
—
6
136 $
170
319
4
68
21
718 $
151 $
118
292
—
74
21
— $
—
—
—
—
14
14 $
— $
—
—
—
—
15
— $
—
149
163
28
—
340 $
— $
—
99
197
29
—
136
170
468
167
96
40
1,077
151
118
391
197
103
42
Fair value of plan assets at December 31, 2019
$
6 $
656 $
15 $
325 $
1,002
(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 include investments in insurance contracts, balanced funds, and government bonds.
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 81% of our international pension plans’ projected benefit obligation at December 31, 2020 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 $30 million in 2020, $23 million in 2019, and $32
million in 2018.
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
2020
1.8%
5.9%
2019
2.5%
6.0%
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
2020
2.5%
3.5%
6.0%
2019
3.3%
4.4%
5.8%
2018
2.8%
4.1%
5.5%
HAL 2020 FORM 10-K | 66
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 2021.
Benefit payments. Expected benefit payments over the next 10 years for our international pension plans are as follows:
$46 million in 2021, $44 million in 2022, $45 million in 2023, $45 million in 2024, $47 million in 2025, and an aggregate $266
million in years 2026 through 2030.
HAL 2020 FORM 10-K | 67
Item 8 | Quarterly Financial Data
HALLIBURTON COMPANY
Quarterly Financial Data
(Unaudited)
Quarter
Millions of dollars except per share data
First
Second
Third
Fourth
Year
2020
Revenue
Operating income (loss)
Net loss
Net loss attributable to company
Basic and diluted net loss per share
Cash dividends paid per share
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
$ 5,037 $ 3,196 $ 2,975 $
3,237 $ 14,445
(571)
(1,911)
(1,015) (1,681)
(1,017) (1,676)
142
(19)
(17)
(1.16)
(1.91)
(0.02)
0.18
0.045
0.045
(96)
(227)
(235)
(0.27)
0.045
(2,436)
(2,942)
(2,945)
(3.34)
0.315
$ 5,737 $ 5,930 $ 5,550 $
5,191 $ 22,408
365
152
152
0.17
0.18
303
77
75
0.09
0.18
536
296
295
0.34
0.18
(1,652)
(1,654)
(1,653)
(1.88)
0.18
(448)
(1,129)
(1,131)
(1.29)
0.72
Note: Results for 2020 and 2019 include charges related to asset impairments and other charges. See Note 2 to the consolidated financial statements for further information.
HAL 2020 FORM 10-K | 68
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, 2020 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, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
See page 36 for Management’s Report on Internal Control Over Financial Reporting and page 39 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 2020 FORM 10-K | 69
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 2021 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 2021 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 2021 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 2021 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 2021 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 2020,” “Outstanding Equity
Awards at Fiscal Year End 2020,” “2020 Option Exercises and Stock Vested,” “2020 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 2021 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 2021 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 2021 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 2021 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 2021 Annual
Meeting of Shareholders (File No. 001-03492) under the caption “Fees Paid to KPMG LLP.”
HAL 2020 FORM 10-K | 70
PART IV
Item 15. Exhibits.
Item 15 | Exhibits
1.
2.
3.
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 2020 FORM 10-K | 71
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 2020 FORM 10-K | 72
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.
4.31
Ninth Supplemental Indenture, dated as of March 3, 2020, between the 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 March 3, 2020, File No. 001-03492).
4.32
Form of Global Note for the Company’s 2.920% Senior Notes due 2030 (included as part of Exhibit 4.31).
†
†
10.1
10.2
†
10.3
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).
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
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).
HAL 2020 FORM 10-K | 73
Item 15 | Exhibits
10.5
10.6
10.7
†
10.8
†
10.9
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).
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
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).
†
10.11
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).
†
10.12
†
10.13
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).
†
10.14
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).
†
†
†
†
10.15
10.16
10.17
10.18
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).
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).
†
10.19
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).
HAL 2020 FORM 10-K | 74
Item 15 | Exhibits
†
10.20
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).
†
†
†
†
†
†
†
†
†
†
†
†
†
†
†
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
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).
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 February 11, 2020
(incorporated by reference to Appendix A of Halliburton's proxy statement filed April 7, 2020, File No.
001-03492).
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).
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 99.2 of Halliburton's Form S-8
filed July 24, 2020, Registration No. 333-240075).
Form of Restricted Stock Unit Agreement (International) (incorporated by reference as Exhibit 99.3 of
Halliburton's Form S-8 filed July 24, 2020, Registration No. 333-240075).
Form of Restricted Stock Unit Agreement (U.S. Expat) (incorporated by reference as Exhibit 99.4 of
Halliburton's Form S-8 filed July 24, 2020, Registration No. 333-240075).
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 (Lance Loeffler) (incorporated by reference as Exhibit 10.1 of Halliburton’s Form 8-K
filed December 11, 2018, File No. 001-03492).
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).
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).
HAL 2020 FORM 10-K | 75
Item 15 | Exhibits
10.36
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).
†
10.37
Halliburton Company Supplemental Executive Retirement Plan, as amended and restated effective
December 5, 2019 (incorporated by reference as Exhibit 10.41 of Halliburton's Form 10-K for the year ended
December 31, 2019, File No. 001-03492).
†
10.38
Halliburton Company Benefit Restoration Plan, as amended and restated effective December 5, 2019
(incorporated by reference as Exhibit 10.42 of Halliburton's Form 10-K for the year ended December 31,
2019, File No. 001-03492).
†
10.39
Halliburton Elective Deferral Plan, as amended and restated effective December 5, 2019 (incorporated by
reference as Exhibit 10.43 of Halliburton's Form 10-K for the year ended December 31, 2019, File No.
001-03492).
†
10.40
First Amendment dated December 5, 2019 to Halliburton Company Employee Stock Purchase Plan, as
amended and restated effective February 24, 2015 (incorporated by reference as Exhibit 10.44 of
Halliburton's Form 10-K for the year ended December 31, 2019, File No. 001-03492).
10.41
Underwriting Agreement, dated February 19, 2020, among the Company and J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Mizuho Securities USA LLC, as
representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to
Halliburton’s Form 8-K filed February 20, 2020, File No. 001-03492).
*†
10.42
Executive Agreement (Van H. Beckwith).
*†
10.43
Form of Non-Management Director Restricted Stock Unit Agreement (Stock and Incentive Plan).
*
*
*
*
*
21.1
Subsidiaries of the Registrant.
23.1
Consent of KPMG LLP.
24.1
Powers of attorney for the following directors signed in January 2021:
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.
HAL 2020 FORM 10-K | 76
95
Mine Safety Disclosures.
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 2020 FORM 10-K | 77
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 5th day of February, 2021.
HALLIBURTON COMPANY
By
/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 5th day of February, 2021.
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 2020 FORM 10-K | 78
Title
Director
Director
Director
Director
Director
Director
Director
Director
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/ Van H. Beckwith
*By Van H. Beckwith, Attorney-in-fact
HAL 2020 FORM 10-K | 79
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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
©2021 Halliburton. All Rights Reserved.
Printed in the USA