HAL 10-Q
Halliburton Co (HAL)
10-Q
2025-04-25
For: 2025-03-31
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2025
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) | ||
(281 ) 871-2699
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
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.
☒ | Accelerated Filer | ☐ | ||
Non-accelerated Filer | ☐ | Smaller Reporting Company | ||
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of April 18, 2025, there were 859,715,017 shares of Halliburton Company common stock, $2.50 par value per share, outstanding.
HALLIBURTON COMPANY
Index
Page No. | ||
Item 1. | ||
HAL Q1 2025 FORM 10-Q | 1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HALLIBURTON COMPANY
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended | ||
March 31, | ||
Millions of dollars and shares except per share data | 2025 | 2024 |
Revenue: | ||
Services | $ | $ |
Product sales | ||
Total revenue | ||
Operating costs and expenses: | ||
Cost of services | ||
Cost of sales | ||
Impairments and other charges | ||
General and administrative | ||
SAP S4 upgrade expense | ||
Total operating costs and expenses | ||
Operating income | ||
Interest expense, net of interest income of $25 and $22 | ( | ( |
Other, net | ( | ( |
Income before income taxes | ||
Income tax provision | ( | ( |
Net income | $ | $ |
Net (income) loss attributable to noncontrolling interest | ( | |
Net income attributable to company | $ | $ |
Basic and diluted net income per share | $ | $ |
Basic weighted average common shares outstanding | ||
Diluted weighted average common shares outstanding | ||
See notes to condensed consolidated financial statements. | ||
HAL Q1 2025 FORM 10-Q | 2
HALLIBURTON COMPANY
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended | ||
March 31, | ||
Millions of dollars | 2025 | 2024 |
Net income | $ | $ |
Other comprehensive loss, net of income taxes | ( | |
Comprehensive income | $ | $ |
Comprehensive (income) loss attributable to noncontrolling interest | ( | |
Comprehensive income attributable to company shareholders | $ | $ |
See notes to condensed consolidated financial statements.
HAL Q1 2025 FORM 10-Q | 3
HALLIBURTON COMPANY
Condensed Consolidated Balance Sheets
(Unaudited)
Millions of dollars and shares except per share data | March 31, 2025 | December 31, 2024 |
Assets | ||
Current assets: | ||
Cash and equivalents | $ | $ |
Receivables (net of allowances for credit losses of $755 and $754) | ||
Inventories | ||
Other current assets | ||
Total current assets | ||
Property, plant, and equipment (net of accumulated depreciation of $12,527 and $12,461) | ||
Goodwill | ||
Deferred income taxes | ||
Operating lease right-of-use assets | ||
Other assets | ||
Total assets | $ | $ |
Liabilities and Shareholders’ Equity | ||
Current liabilities: | ||
Accounts payable | $ | $ |
Accrued employee compensation and benefits | ||
Current maturities of long-term debt | ||
Income taxes payable | ||
Current portion of operating lease liabilities | ||
Taxes other than income | ||
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 1,064 and 1,065 shares) | ||
Paid-in capital in excess of par value | ||
Accumulated other comprehensive loss | ( | ( |
Retained earnings | ||
Treasury stock, at cost (203 and 197 shares) | ( | ( |
Company shareholders’ equity | ||
Noncontrolling interest in consolidated subsidiaries | ||
Total shareholders’ equity | ||
Total liabilities and shareholders’ equity | $ | $ |
See notes to condensed consolidated financial statements.
HAL Q1 2025 FORM 10-Q | 4
HALLIBURTON COMPANY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended | ||
March 31, | ||
Millions of dollars | 2025 | 2024 |
Cash flows from operating activities: | ||
Net income | $ | $ |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Impairments and other charges | ||
Depreciation, depletion, and amortization | ||
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 | ( | ( |
Purchases of investment securities | ( | ( |
Proceeds from sales of property, plant, and equipment | ||
Sales of investment securities | ||
Purchase of an equity investment | ( | |
Payments to acquire businesses, net of cash acquired | ( | |
Other investing activities | ( | ( |
Total cash flows used in investing activities | ( | ( |
Cash flows from financing activities: | ||
Stock repurchase program | ( | ( |
Dividends to shareholders | ( | ( |
Other financing activities | ( | ( |
Total cash flows used in financing activities | ( | ( |
Effect of exchange rate changes on cash | ( | ( |
Decrease in cash and equivalents | ( | ( |
Cash and equivalents at beginning of period | ||
Cash and equivalents at end of period | $ | $ |
Supplemental disclosure of cash flow information: | ||
Cash payments during the period for: | ||
Interest | $ | $ |
Income taxes | $ | $ |
See notes to condensed consolidated financial statements.
HAL Q1 2025 FORM 10-Q | 5
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
HALLIBURTON COMPANY
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared using United States
generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and
Regulation S-X. Accordingly, these financial statements do not include all information or notes required by U.S. GAAP for
annual financial statements and should be read together with our 2024 Annual Report on Form 10-K.
Our accounting policies are in accordance with U.S. GAAP. The preparation of financial statements in conformity with
these accounting principles requires 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.
Ultimate results could differ from our estimates.
In our opinion, the condensed consolidated financial statements included herein contain all adjustments necessary to
present fairly our financial position as of March 31, 2025, the results of our operations for the three months ended March 31,
2025 and 2024, and our cash flows for the three months ended March 31, 2025 and 2024. Such adjustments are of a normal
recurring nature. In addition, certain reclassifications of prior period balances have been made to conform to the current period
presentation.
The results of our operations for the three months ended March 31, 2025 may not be indicative of results for the full
year.
Note 2. Impairments and Other Charges
which are reflected within “Impairments and other charges” on our condensed consolidated statements of operations.
Three Months Ended | |
March 31, | |
Millions of dollars | 2025 |
Severance costs | $ |
Impairment of assets held for sale | |
Impairment of real estate facilities | |
Other | |
Total impairments and other charges | $ |
attributable to our Completion and Production segment, $85 million was attributable to our Drilling and Evaluation segment,
and $70 million was attributable to Corporate and other.
During the first quarter of 2025, we recorded $107 million in severance expense as we rationalized global headcount to
align with activity levels and $104 million of additional impairment associated with a strategic decision to market for sale a
portion of our chemical business. Additionally, we recognized a $53 million impairment related to facility closures and lease
terminations. Other charges of $92 million is primarily related to legacy environmental remediation cost estimate increases.
HAL Q1 2025 FORM 10-Q | 6
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
Note 3. Business Segment 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.
Our company’s chief operating decision maker (CODM) is Jeffrey Miller, Chairman of the Board, President and Chief
Executive Officer. Our CODM assesses the performance of the two divisions and makes resource allocation decisions based on
divisional revenue and operating income.
Three Months Ended | ||
March 31, | ||
Millions of dollars | 2025 | 2024 |
Revenue: | ||
Completion and Production | $ | $ |
Drilling and Evaluation | ||
Total revenue | $ | $ |
Operating income: | ||
Completion and Production | $ | $ |
Drilling and Evaluation | ||
Total operations | ||
Corporate and other (a) | ( | ( |
SAP S4 upgrade expense | ( | ( |
Impairments and other charges (b) | ( | |
Total operating income | $ | $ |
Interest expense, net of interest income | ( | ( |
Other, net (c) | ( | ( |
Income before income taxes | $ | $ |
Capital expenditures: | ||
Completion and Production | $ | $ |
Drilling and Evaluation | ||
Corporate and other | ||
Total capital expenditures | $ | $ |
Depreciation, depletion, and amortization: | ||
Completion and Production | $ | $ |
Drilling and Evaluation | ||
Corporate and other | ||
Total depreciation, depletion, and amortization | $ | $ |
(a) | Includes certain expenses not attributable to a business segment, such as costs related to support functions, corporate executives, and operating lease assets, and includes amortization expense associated with intangible assets recorded as a result of acquisitions. | ||
(b) | For the three months ended March 31, 2025, the amount includes a $ Production, an $ other. See Note 2 for further discussion on impairments and other charges. | ||
(c) | During the three months ended March 31, 2024, Halliburton incurred a charge of $ an investment in Argentina and currency devaluation in Egypt. | ||
HAL Q1 2025 FORM 10-Q | 7
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
and segment operating income and are regularly reviewed by our CODM.
Three Months Ended | ||
March 31, | ||
2025 | ||
Millions of dollars | Completion and Production | Drilling and Evaluation |
Segment operating expenses: | ||
Cost of products, materials, and supplies | $ | $ |
Compensation | ||
Depreciation, depletion, and amortization | ||
Other | ||
Total segment operating expenses | $ | $ |
Three Months Ended | ||
March 31, | ||
2024 | ||
Millions of dollars | Completion and Production | Drilling and Evaluation |
Segment operating expenses: | ||
Cost of products, materials, and supplies | $ | $ |
Compensation | ||
Depreciation, depletion, and amortization | ||
Other | ||
Total segment operating expenses | $ | $ |
miscellaneous costs.
Millions of dollars | March 31, 2025 | December 31, 2024 |
Total assets: | ||
Completion and Production (a) | $ | $ |
Drilling and Evaluation (a) | ||
Corporate and other (b) | ||
Total assets | $ | $ |
(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) | Includes primarily cash and equivalents and deferred tax assets. | ||
HAL Q1 2025 FORM 10-Q | 8
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
Note 4. Revenue
products in an amount that reflects the consideration we expect to receive in exchange for those services and products. Most 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.
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, 39 % and
respectively. No other country accounted for more than 10% of our revenue for those periods.
Three Months Ended | ||
March 31, | ||
Millions of dollars | 2025 | 2024 |
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 | $ | $ |
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 customers’ 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
condensed 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 the duration of the contract 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.
HAL Q1 2025 FORM 10-Q | 9
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
As of March 31, 2025, 33 % of our net trade receivables were from customers in the United States and 9 % was from
customers in Mexico. As of December 31, 2024, 30 % of our net trade receivables were from customers in the United States and
delays from our primary customer in Mexico, the amounts are not in dispute and we have not historically had, and we do not
expect any material write-offs due to collectability of receivables from this customer. Furthermore, we have entered into credit
default swaps (CDSs) with third-party financial institutions that have an aggregate notional amount outstanding as of March 31,
2025 of $1.0 billion related to borrowings provided by the financial institutions to one of our primary customers in Mexico, of
which, portions of the proceeds were utilized by this customer to pay certain of our outstanding receivables. See Note 11 for
further information on these CDSs. No
We have risk of delayed customer payments and payment defaults associated with customer liquidity issues. 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 and estimates, includes analysis of our customers’ historical
time to pay, financial condition and various financial metrics, debt structure, credit ratings, and production profile, as well as
political and economic factors in countries of operations and other customer-specific factors.
Note 5. Inventories
Millions of dollars | March 31, 2025 | December 31, 2024 |
Finished products and parts | $ | $ |
Raw materials and supplies | ||
Work in process | ||
Total inventories | $ | $ |
Note 6. Accounts Payable
We have an agreement with a third party that allows our participating suppliers to finance payment obligations from us
with designated third-party financial institutions who act as our paying agent. We have generally extended our payment terms
with suppliers to 90 days. A participating supplier may request a participating financial institution to finance one or more of our
payment obligations to such supplier prior to the scheduled due date thereof at a discounted price. We are not required to
provide collateral to the financial institutions.
Our obligations to participating suppliers, including amounts due and scheduled payment dates, are not impacted by
the suppliers’ decisions to finance amounts due under these financing arrangements. Our outstanding payment obligations under
these agreements were $292 million as of March 31, 2025, and $317 million as of December 31, 2024, and are included in
accounts payable on the condensed consolidated balance sheets.
HAL Q1 2025 FORM 10-Q | 10
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
Note 7. Income Taxes
income of $306 million, resulting in an effective tax rate of 33.7 % for the quarter. The effective tax rate for this period was
primarily impacted by the additional valuation allowance recognized on our deferred tax assets, which resulted from the pre-tax
$356 million of impairments and other charges. During the three months ended March 31, 2024, we recorded a total income tax
provision of $178 million on a pre-tax income of $787 million, resulting in an effective tax rate of 22.6 % for the quarter.
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 2013. 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 2023 are currently under review or remain open for review by the
Internal Revenue Service (the IRS).
As of March 31, 2025, the primary unresolved issue for the IRS audit for 2016 relates to the classification of the
$3.5 billion ordinary deduction that we claimed for the termination fee we paid to Baker Hughes in the second quarter of 2016
for which we received a Notice of Proposed Adjustment (NOPA) from the IRS on September 28, 2023. We regularly assess the
likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of our tax reserves, and we believe
our income tax reserves are appropriately provided for all open tax years. We do not expect a final resolution of this issue in the
next twelve months.
Based on the information currently available, we do not anticipate a significant increase or decrease to our tax
contingencies within the next twelve months.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of
income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate
reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years
beginning after December 15, 2024, with retrospective application permitted. The Company will adopt this standard for the
Form 10-K for the year ending December 31, 2025, on a prospective basis. The Company is currently evaluating these new
HAL Q1 2025 FORM 10-Q | 11
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
Note 8. Shareholders' Equity
March 31, 2024, respectively:
Millions of dollars | Common Stock | Paid-in Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Consolidated Subsidiaries | Total |
Balance at December 31, 2024 | $ | $ | $( | $ | $( | $ | $ |
Comprehensive income (loss): | |||||||
Net income | ( | ||||||
Other comprehensive income (loss) | ( | ( | |||||
Cash dividends ($0.17 per share) | ( | ( | |||||
Stock repurchase program | ( | ( | |||||
Stock plans (a) | ( | ( | |||||
Other | |||||||
Balance at March 31, 2025 | $ | $ | $( | $ | $( | $ | $ |
(a) | In the first quarter of 2025, we issued common stock from treasury shares for stock options exercised, restricted stock grants, performance shares under our performance unit program, and purchases under our employee stock purchase plan. |
Millions of dollars | Common Stock | Paid-in Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Consolidated Subsidiaries | Total |
Balance at December 31, 2023 | $ | $ | $( | $ | $( | $ | $ |
Comprehensive income (loss): | |||||||
Net income | |||||||
Other comprehensive income (loss) | ( | ||||||
Cash dividends ($0.17 per share) | ( | ( | |||||
Stock repurchase program | ( | ( | |||||
Stock plans (a) | ( | ( | ( | ||||
Other | |||||||
Balance at March 31, 2024 | $ | $ | $( | $ | $( | $ | $ |
(a) | In the first quarter of 2024, we issued common stock from treasury shares for stock options exercised, restricted stock grants, performance shares under our performance unit program, and purchases under our employee stock purchase plan. As a result, additional paid in capital was reduced to zero, which resulted in a reduction of retained earnings by $ from treasury shares could similarly impact additional paid in capital and retained earnings. |
Our Board of Directors has authorized a program to repurchase our common stock from time to time. We repurchased
Approximately $2.8 billion remained authorized for repurchases under the program as of March 31, 2025. From the inception
of this program in February of 2006 through March 31, 2025, we repurchased 293 million shares of our common stock for a
total cost of approximately $11.3 billion. We repurchased 7.0 million shares of our common stock under the program during the
three months ended March 31, 2024 for approximately $250 million.
Millions of dollars | March 31, 2025 | December 31, 2024 |
Cumulative translation adjustments | $( | $( |
Defined benefit and other postretirement liability adjustments | ( | ( |
Other | ( | ( |
Total accumulated other comprehensive loss | $( | $( |
HAL Q1 2025 FORM 10-Q | 12
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
Note 9. Commitments and Contingencies
injury, property damage, environmental, intellectual property, commercial, tax, and other 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 legal or governmental proceeding, 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 in place agreements with financial institutions under which approximately
$2.7 billion of letters of credit, bank guarantees, or surety bonds were outstanding as of March 31, 2025. 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 has, nor is any likely to have, a material effect on our consolidated financial statements.
Note 10. 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.
Three Months Ended | ||
March 31, | ||
Millions of shares | 2025 | 2024 |
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 | ||
Total antidilutive shares | ||
Note 11. Fair Value of Financial Instruments
The carrying amount of cash and equivalents, receivables, and accounts payable, as reflected in the condensed
consolidated balance sheets, approximates fair value due to the short maturities of these instruments.
March 31, 2025 | December 31, 2024 | ||||||||
Millions of dollars | Level 1 | Level 2 | Total fair value | Carrying value | Level 1 | Level 2 | Total fair value | Carrying value | |
Total debt | $ | $ | $ | $ | $ | $ | $ | $ | |
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 third-
party market transactions on our debt are executed. We have no
HAL Q1 2025 FORM 10-Q | 13
Part I. Item 1 | Notes to Condensed Consolidated Financial Statements |
of March 31, 2025 of $1.0 billion related to borrowings provided by the financial institutions to one of our primary customers in
Mexico, of which a portion of the proceeds were then utilized by this customer to pay certain of our outstanding receivables.
Approximately $155 million of the outstanding amount of the CDSs reduces monthly over its remaining 11 -month term and
$171 million reduces monthly over its remaining 15 -month term. The remaining $717 million outstanding amount reduces
monthly over its remaining 18 -month term.
The fair value of the derivative liabilities was not material to our financial condition as of March 31, 2025.
Note 12. New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 (Subtopic 220-40), “Disaggregation of Income Statement
Expenses” (DISE), which requires additional disclosure of certain expense captions presented on the face of the Company’s
income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting
periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and should be
applied on a prospective or retrospective basis, with early adoption permitted. We are currently evaluating the effect that
adoption of ASU 2024-03 will have on our disclosures.
HAL Q1 2025 FORM 10-Q | 14
Part I. Item 2 | Executive Overview |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in
conjunction with the condensed consolidated financial statements included in “Item 1. Financial Statements” contained herein.
EXECUTIVE OVERVIEW
Organization
We are one of the world’s largest providers of products and services to the energy industry. 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.
Activity levels within our operations are significantly impacted by spending on upstream exploration, development, and
production programs by major, national, and independent oil and natural gas companies. We report our results under two
segments, the Completion and Production segment and the Drilling and Evaluation segment.
•Completion and Production delivers cementing, stimulation, specialty chemicals, intervention, pressure control,
artificial lift, and completion products and services. The segment consists of Artificial Lift, Cementing, Completion
Tools, Multi-Chem, Pipeline and Process Services, Production Enhancement, and Production Solutions. During the
third quarter of 2024, we made a strategic decision to market for sale a portion of our chemical business.
•Drilling and Evaluation provides field and reservoir modeling, drilling, fluids, evaluation, and precise wellbore
placement solutions that enable customers to model, measure, drill, and optimize their well construction activities.
The segment consists of Baroid, Drill Bits and Services, Halliburton Project Management, Landmark Software and
Services, Sperry Drilling, Testing and Subsea, and Wireline and Perforating.
The business operations of our segments are organized around four primary geographic regions: North America, Latin
America, Europe/Africa/CIS, and Middle East/Asia. We have manufacturing operations in various locations, the most
significant of which are in the United States, Malaysia, Singapore, and the United Kingdom. With approximately 48,000
employees, we operate in more than 70 countries around the world, and our corporate headquarters is in Houston, Texas.
Our value proposition is to collaborate and engineer solutions to maximize asset value for our customers. We work 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:
- International: Increase international growth in our directional drilling, unconventionals, well intervention, and
artificial lift businesses.
- North America: Maximize value by, among other things, increasing the utilization by our customers of our Zeus
electric fracturing platform and our iCruise rotary steerable systems, and incorporating automation technologies in
certain of our processes.
- Digital: Continue to drive differentiation and efficiencies through the deployment of digital and automation
technologies, both internally and for our customers.
- Capital efficiency: Maintain our capital expenditures at approximately 6% of revenue while utilizing technology and
targeted process improvements to enhance the effectiveness and efficiency of our utilization of capital.
- Shareholder returns: Return over 50% of annual free cash flow to shareholders through dividends and share
repurchases.
- Advance a Sustainable Energy Future: Continue to develop technologies and solutions to help lower our customers’
and our emissions intensity, participate in carbon capture, utilization, and storage, and geothermal projects globally,
and support Halliburton Labs early-stage company participants.
HAL Q1 2025 FORM 10-Q | 15
The following charts depict the revenue split between our two operating segments and our four primary geographic
regions for the three months ended March 31, 2025.
Market conditions
Oil prices increased in the first quarter of 2025 from the fourth quarter of 2024 partially from an improving demand
outlook in Europe and China while tighter sanctions on Venezuela, Iran and Russia weighed on the supply-side. Risks
associated with trade tensions and geopolitical unrest in the Middle East and the Russia-Ukraine conflict continue to be major
sources of volatility for the oil and natural gas markets. During the first quarter of 2025, the U.S. active rig count increased
slightly as compared to the three months ended December 31, 2024 as oil basins saw a small increase while natural gas basins
declined. The international rig count declined in the first quarter of 2025 from the fourth quarter of 2024 driven by declines in
Latin America, Asia-Pacific, and Africa.
Since the end of the first quarter of 2025, the macro environment for oil and natural gas has seen significant
fluctuations, as the trade environment injected uncertainty into markets, raised broad economic concerns, and along with the
faster-than-expected return of OPEC production, weighed on commodity prices. As of April 22, 2025, both West Texas
Intermediate (WTI) and United Kingdom Brent crude oil prices decreased by approximately 10% since the end of the first
quarter of 2025.
We continue to monitor and assess the potential impact of newly implemented tariffs on goods being imported into the
United States. Our global supply chain organization continuously monitors market trends and works to mitigate those and other
cost increases through economies of scale in global procurement, technology modifications, and efficient sourcing practices.
Globally, we continue to be impacted by extended supply chain lead times for the supply of select raw materials. Also, while
we have been impacted by inflationary cost increases, we generally try to pass much of those increases on to our customers and
we believe we have effective solutions to minimize their operational impact.
HAL Q1 2025 FORM 10-Q | 16
Financial results
The following graph illustrates our revenue and operating margins for each operating segment for the first quarter of
2024 and 2025.
During the first quarter of 2025, we generated total company revenue of $5.4 billion, a 7% decrease as compared to the
first quarter of 2024. We reported operating income of $431 million, including impairments and other charges of $356 million,
in the first quarter of 2025, this compares to operating income of $987 million in the first quarter of 2024.
Our Completion and Production segment revenue decreased 8% in the first quarter of 2025 as compared to the first
quarter of 2024. These results were primarily driven by decreased pressure pumping services and lower completion tool sales in
the Western Hemisphere. Partially offsetting these decreases were increased completion tool sales and improved stimulation
activity in the Middle East.
Our Drilling and Evaluation segment revenue decreased 6% in the first quarter of 2025 as compared to the first quarter
of 2024. These results were primarily driven by decreased drilling services in Mexico and the Middle East, reduced project
management activity in Mexico, and lower wireline activity in the Middle East/Asia. Partially offsetting these decreases was
increased fluid services in the Middle East.
Our North America revenue decreased 12% in the first quarter of 2025, as compared to the first quarter of 2024. This
decrease was primarily driven by lower stimulation activity in US Land and reduced completion tool sales in the Gulf of
America. Partially offsetting these decreases were higher artificial lift activity and improved drilling services in US Land and
increased stimulation activity in the Gulf of America.
Internationally, revenue decreased 2% in the first quarter of 2025, as compared to the first quarter of 2024, largely
driven by lower activity across multiple product service lines in Mexico, Senegal, and Italy. Partially offsetting these decreases
were increased activity across multiple product services lines in Kuwait, higher stimulation activity in Saudi Arabia, improved
drilling-related services in Argentina, Brazil, and the Caribbean, and higher completion tool sales in Europe.
Our operating performance and liquidity are described in more detail in “Liquidity and Capital Resources” and
“Business Environment and Results of Operations.”
Sustainability and Energy Mix Transition
In 2021, we announced our target to achieve a 40% reduction in our Scope 1 and 2 emissions by 2035 from the 2018
baseline. We continue to execute on our priorities to drive down our emissions intensity. At the same time, we support our
customers in their emissions reduction efforts by continuously developing and deploying goods and services that are accretive
to their goals as well as ours. As the energy mix transition unfolds, we seek to apply our expertise and resources in growth
sectors adjacent to our traditional oilfield services space, including carbon capture, utilization, and storage, and geothermal.
Finally, we will continue to focus on accelerating the success of clean tech start-ups via Halliburton Labs, which also allows us
to participate in the energy mix transition at relatively low risk by investing our expertise, resources, and team without a
significant outlay of capital while we learn where we can strategically engage new markets. As of March 31, 2025, Halliburton
Labs had 38 participating companies and alumni.
HAL Q1 2025 FORM 10-Q | 17
Table of Contents | Part I. Item 2 | Liquidity and Capital Resources |
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2025, we had $1.8 billion of cash and equivalents, compared to $2.6 billion of cash and equivalents at
December 31, 2024.
Significant sources and uses of cash during the first three months of 2025
Sources of cash:
•Cash flows from operating activities were $377 million. Working capital, which consists of receivables,
inventories, and accounts payable, had a negative impact of $154 million, primarily due to increased receivables
and decreased payables.
Uses of cash:
•Capital expenditures were $302 million.
•We repurchased 9.6 million shares of our common stock for $250 million.
•We paid $147 million of dividends to our shareholders.
•We paid $461 million related to a purchase of an equity investment and payments to acquire businesses.
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. We currently expect capital spending for 2025 to be approximately 6% of
revenue. We believe this level of spend will allow us to invest in our key strategic technologies and businesses, including the
construction and deployment of our Zeus electric fracturing systems in North America and the international growth of our
artificial lift, well intervention, unconventionals, and drilling technologies. We will maintain our capital discipline and we may
adjust our capital spend to address changing market dynamics.
While we maintain focus on liquidity and debt reduction, we are also focused on providing cash returns to our
shareholders. Our quarterly dividend rate is $0.17 per common share, or approximately $147 million. In 2023, our Board
approved a capital return framework with a goal of returning at least 50% of our annual free cash flow to shareholders through
dividends and share repurchases and we expect our returns to shareholders will be in line with our capital return framework for
2025.
We may utilize share repurchases as part of our capital return framework. Our Board of Directors has authorized a
program to repurchase our common stock from time to time. We repurchased 9.6 million shares of common stock during the
first quarter of 2025 under this program. Approximately $2.8 billion remained authorized for repurchases as of March 31, 2025
and may be used for open market and other share purchases.
During 2023, we began our migration to SAP S4 which we expect to complete in the first half of 2026. During the
three months ended March 31, 2025 we incurred $30 million in expense on our SAP S4 migration. The total project investment
is estimated to cost approximately $270 million. We believe the new system will provide important efficiency benefits, cost
savings, enhanced visibility to our operations, and advanced analytics that will benefit us and our customers.
Currently, we do not intend to incur additional debt in 2025, as we believe our cash on hand and earnings from
operations are sufficient to cover our obligations for the year.
Other factors affecting liquidity
Financial condition in current market. As of March 31, 2025, we had $1.8 billion of cash and equivalents and $3.5
billion of available committed bank credit under a revolving credit facility with an expiration date of April 27, 2027. We
believe we have a manageable debt maturity profile, with approximately $471 million coming due beginning in 2025 through
2027, with the majority due in 2025. 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 expected global cash needs, including capital expenditures, working capital investments, shareholder
returns, if any, debt repurchases, if any, and scheduled interest and principal payments.
Guarantee agreements. In the normal course of business, we have agreements with financial institutions under which
approximately $2.7 billion of letters of credit, bank guarantees, or surety bonds were outstanding as of March 31, 2025. 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. As of March 31, 2025, we had no material off-balance sheet liabilities and were
not required to make any material cash distributions to our unconsolidated subsidiaries.
HAL Q1 2025 FORM 10-Q | 18
Part I. Item 2 | Liquidity and Capital Resources |
We have entered into CDSs with third-party financial institutions that have an aggregate notional amount outstanding
as of March 31, 2025 of $1.0 billion related to borrowings provided by the financial institutions to one of our primary
customers in Mexico, of which, portions of the proceeds were utilized by this customer to pay certain of our outstanding
receivables. Approximately $155 million of the outstanding amount of the CDSs reduces monthly over its remaining 11-month
term and $171 million reduces monthly over its remaining 15-month term. The remaining $717 million outstanding amount
reduces monthly over its remaining 18-month term.
Credit ratings. Our credit ratings with Standard & Poor’s remain BBB+ for our long-term debt and A-2 for our short-
term debt, with a positive outlook. Our credit ratings with Moody's Investors Service remain A3 for our long-term debt and P-2
for our short-term debt, with a stable outlook.
Customer receivables. In line with industry practice, we bill our customers for our services in arrears and are,
therefore, subject to our customers delaying or failing to pay our invoices. In weak economic environments, we may experience
increased delays and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from
operations and their access to the credit markets, as well as unsettled political conditions.
Receivables from our primary customer in Mexico accounted for approximately 7% of our total receivables as of
March 31, 2025. While we have experienced payment delays from our primary customer in Mexico, the amounts are not in
dispute and we have not historically had, and we do not expect any material write-offs due to collectability of receivables from
this customer.
HAL Q1 2025 FORM 10-Q | 19
Part I. Item 2 | Liquidity and Capital Resources |
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. During the first three months of 2025, based on the location of the services provided and products
sold, 39% of our consolidated revenue was from the United States, compared to 42% of our consolidated revenue from the
United States in the first three months of 2024. No other country accounted for more than 10% of our revenue for those periods.
Activity within our business segments is significantly impacted by spending on upstream exploration, development,
and production programs by our customers. Also impacting our activity is the status of the global economy, which impacts oil
and natural gas consumption.
Some of the more significant determinants of current and future spending levels of our customers are oil and natural
gas prices, our customers’ expectations about future prices, global oil supply and demand, the impact on natural gas supply and
demand in North America of electrification and data centers power requirements, completions intensity, the world economy, the
availability of capital, government regulation, and global stability, which together drive worldwide drilling and completions
activity. We expect that many of our customers in North America will continue their strategy of operating within their cash
flows and generating returns rather than prioritizing production growth. 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 prices for West Texas Intermediate (WTI) crude oil, United Kingdom Brent crude
oil, and Henry Hub natural gas.
Three Months Ended | Year Ended | ||
March 31, | December 31, | ||
2025 | 2024 | 2024 | |
Oil Price - WTI (1) | $71.84 | $77.55 | $76.55 |
Oil Price - Brent (1) | 75.81 | 83.00 | 80.53 |
Natural Gas Price - Henry Hub (2) | 4.15 | 2.13 | 2.19 |
(1) | Oil prices measured in dollars per barrel. | ||||
(2) | Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu. | ||||
The historical average rig counts based on the weekly Baker Hughes rig count data were as follows:
Three Months Ended | Year Ended | ||
March 31, | December 31, | ||
2025 | 2024 | 2024 | |
US Land | 573 | 602 | 580 |
US Offshore | 15 | 21 | 19 |
Canada | 216 | 208 | 187 |
North America | 804 | 831 | 786 |
International | 903 | 965 | 948 |
Worldwide Total | 1,707 | 1,796 | 1,734 |
HAL Q1 2025 FORM 10-Q | 20
Part I. Item 2 | Business Environment and Results of Operations |
Business outlook
The tariffs announced on April 2, 2025 by the United States government included sweeping measures affecting many
goods imported into the United States, with rates starting at 10%, and higher rates for specific countries and products. These
tariffs could significantly increase the cost of imported goods and materials. The tariffs have brought uncertainty into markets,
raised broad economic concerns, which, together with the faster-than-expected return of OPEC production, caused a decrease in
the price of crude oil of approximately 10% since the end of the first quarter of 2025. While the situation is still fluid, we expect
that the decrease in the price of crude oil will negatively impact our earnings per share in the second quarter of 2025. However,
we continue to believe oil and natural gas will play a fundamental role in global economic growth and will be driven by
economic expansion, energy security concerns and population growth. Additionally, we believe increased investment in
existing and new sources of oil and natural gas production is needed to address future demand. This will necessitate production
from conventional and unconventional, deep-water and shallow-water, and short and long-cycle projects. We expect that
increased oil and natural gas production requirements will in turn create demand for our products and services.
HAL Q1 2025 FORM 10-Q | 21
Table of Contents | Part I. Item 2 | Results of Operations in 2025 compared to 2024 (QTD) |
RESULTS OF OPERATIONS IN 2025 COMPARED TO 2024
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Three Months Ended | ||||
March 31, | Favorable | Percentage | ||
Millions of dollars | 2025 | 2024 | (Unfavorable) | Change |
Revenue: | ||||
By operating segment: | ||||
Completion and Production | $3,120 | $3,373 | $(253) | (8)% |
Drilling and Evaluation | 2,297 | 2,431 | (134) | (6) |
Total revenue | $5,417 | $5,804 | $(387) | (7)% |
By geographic region: | ||||
North America | $2,236 | $2,546 | $(310) | (12)% |
Latin America | 896 | 1,108 | (212) | (19) |
Europe/Africa/CIS | 775 | 729 | 46 | 6 |
Middle East/Asia | 1,510 | 1,421 | 89 | 6 |
Total revenue | $5,417 | $5,804 | $(387) | (7)% |
Operating income: | ||||
By operating segment: | ||||
Completion and Production | $531 | $688 | $(157) | (23)% |
Drilling and Evaluation | 352 | 398 | (46) | (12) |
Total operations | 883 | 1,086 | (203) | (19) |
Corporate and other | (66) | (65) | (1) | (2) |
SAP S4 upgrade expense | (30) | (34) | 4 | 12 |
Impairments and other charges | (356) | — | (356) | n/m |
Total operating income | $431 | $987 | $(556) | (56)% |
n/m = not meaningful | ||||
Operating Segments
Completion and Production
Completion and Production revenue in the first quarter of 2025 was $3.1 billion, a decrease of $253 million, or 8%,
when compared to the first quarter of 2024. Operating income in the first quarter of 2025 was $531 million, a decrease of $157
million, or 23%, when compared to the first quarter of 2024. These results were primarily driven by decreased pressure
pumping services and lower completion tool sales in the Western Hemisphere. Partially offsetting these decreases were
increased completion tool sales and improved stimulation activity in the Middle East.
Drilling and Evaluation
Drilling and Evaluation revenue in the first quarter of 2025 was $2.3 billion, a decrease of $134 million, or 6%, when
compared to the first quarter of 2024. Operating income in the first quarter of 2025 was $352 million, a decrease of $46 million,
or 12%, when compared to the first quarter of 2024. These results were primarily driven by decreased drilling services in
Mexico and the Middle East, reduced project management activity in Mexico, and lower wireline activity in the Middle East/
Asia. Partially offsetting these decreases was increased fluid services in the Middle East.
Geographic Regions
North America
North America revenue in the first quarter of 2025 was $2.2 billion, a 12% decrease compared to the first quarter of
2024. This decrease was primarily driven by lower stimulation activity in US Land and reduced completion tool sales in the
Gulf of America. Partially offsetting these decreases were higher artificial lift activity and improved drilling services in US
Land and increased stimulation activity in the Gulf of America.
HAL Q1 2025 FORM 10-Q | 22
Part I. Item 2 | Results of Operations in 2025 Compared to 2024 (QTD) |
Latin America
Latin America revenue in the first quarter of 2025 was $896 million, a 19% decrease compared to the first quarter of
2024. This decrease was primarily due to lower activity across multiple product service lines in Mexico and decreased
completion tool sales across the region. Partially offsetting these decreases were increased drilling-related services in Argentina,
Brazil, and the Caribbean.
Europe/Africa/CIS
Europe/Africa/CIS revenue in the first quarter of 2025 was $775 million, a 6% increase compared to the first quarter of
2024. This increase was primarily driven by improved activity across multiple product service lines in Norway, higher well
construction activity in Namibia, as well as improved completion tools sales in the Caspian Area. Partially offsetting these
increases was decreased activity across multiple product service lines in Senegal and Italy.
Middle East/Asia
Middle East/Asia revenue in the first quarter of 2025 was $1.5 billion, a 6% increase compared to the first quarter of
2024. This increase resulted from improved activity across multiple product service lines in Kuwait, improved stimulation
activity and increased completion tool sales in Saudi Arabia, and higher fluid services in the United Arab Emirates. Partially
offsetting these improvements were lower well construction activity in Saudi Arabia and Australia, decreased completion tool
sales in Malaysia, and declined drilling-related activity in Oman.
Other Operating Items
SAP S4 Upgrade Expense. As previously mentioned, during 2023, we began our migration to SAP S4, which we
expect to complete in the first half of 2026. During the first quarter of 2025, we recognized $30 million of expense on our SAP
S4 migration. During the first quarter of 2024, we recognized $34 million of expense on our SAP S4 migration.
Impairments and Other Charges. During the three months ended March 31, 2025, we took a pre-tax charge of $356
million to adjust our cost structure to market conditions. These charges consisted primarily of severance costs, an impairment of
assets held for sale, an impairment of facility closures and lease terminations, and other items. See Notes to Condensed
Consolidated Financial Statements, Note 2. Impairments and Other Charges for further discussion of these charges.
Nonoperating Items
Argentina Impairment on Investment. In 2022 and 2023, we executed a series of loans to a third party and received
notes that are to be repaid in U.S. dollars upon maturity or earlier if certain conditions are met. During the three months ended
March 31, 2024, we recorded a loss of $38 million due to the fair value decrease in one of the notes in March 2024, resulting
from the deterioration in the outlook of the debtor’s liquidity and financial projections. This is included in “Other, net” on the
consolidated statements of operations.
Egypt Currency Impact. In the first quarter of 2024, the Egyptian pound devalued by approximately 35% relative to
the U.S. dollar. Consequently, we incurred a loss of $38 million during the three months ended March 31, 2024 due to the
devaluation of the currency in Egypt. This is included in “Other, net” on the consolidated statements of operations.
Income Tax Provision. During the three months ended March 31, 2025, we recorded a total income tax provision of
$103 million on a pre-tax income of $306 million, resulting in an effective tax rate of 33.7% for the quarter. The effective tax
rate for this period was primarily impacted by the additional valuation allowance recognized on our deferred tax assets, which
resulted from the pre-tax $356 million of impairments and other charges. During the three months ended March 31, 2024, we
recorded a total income tax provision of $178 million on a pre-tax income of $787 million, resulting in an effective tax rate of
22.6% for the quarter.
Pillar Two. The Organization for Economic Co-operation and Development enacted model rules for a new global
minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or are in the process of
enacting, legislation considering these model rules. These rules did not have a material impact on our taxes for the three months
ended March 31, 2025.
HAL Q1 2025 FORM 10-Q | 23
Part I. Item 2 | Results of Operations in 2025 Compared to 2024 (QTD) |
Internal Revenue Service Notice of Proposed Adjustment. We are subject to taxes in the United States and in numerous
jurisdictions where we operate or where our subsidiaries are organized. Our tax returns are routinely subject to examination 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 2013. The only significant operating jurisdiction that has tax filings under review or subject to
examination by the tax authorities is the United States. Our United States federal income tax filings for tax years 2016 through
2023, including carry back of 2016 net operating losses to 2014, are currently under review or remain open for review by the
IRS.
On September 28, 2023, we received a NOPA from the IRS covering our 2016 U.S. tax return. The NOPA proposed
an adjustment to reclassify approximately 95% of the $3.5 billion termination fee paid to Baker Hughes in 2016 from an
ordinary expense deduction to a capital loss. The termination fee was paid to Baker Hughes under the merger agreement after
antitrust regulators in multiple jurisdictions failed to approve our proposed merger. It is common commercial practice to include
a termination fee in a merger agreement to compensate the target for damages incurred when the acquisition does not go
forward. The IRS’s long-understood position at the time of the payment had been to treat such payments as an ordinary and
necessary business expense. We strongly disagree with the proposed adjustment on both a factual and legal basis, and we plan
to vigorously contest it.
We expect that resolving this dispute will take substantial time. In 2023, we initiated the IRS administrative appeals
process, which is ongoing. Failing a resolution through that process, the matter would ultimately be resolved by the United
States federal courts.
We regularly assess the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of
our tax reserves, and we believe our income tax reserves are appropriately provided for all open tax years. We cannot assure
you that the matter will be determined in our favor or against us, and if the matter is ultimately determined unfavorably to us, it
could have a material adverse impact on our results of operations and cash flows. Based on tax attributes currently available, we
estimate that, should the IRS's position prevail through its appellate process and subsequent litigation, the proposed adjustment
could result in cash taxes due of approximately $640 million (plus interest thereon in the case of amounts due for previous tax
years). Our estimates are calculated under current tax law and on the bases of our assumptions regarding taxable income and
loss and other tax attributes over the relevant period, which law could change and which assumptions could and likely will
differ materially from actual results. In any event, no payment of any additional tax is currently required, nor do we anticipate
that the proposed adjustment would materially and adversely impact our ability to meet our expected uses of cash, including
future capital expenditures, working capital investments, and scheduled debt repayments, or our ability to return cash to
shareholders, even if a final determination of the matter is reached that is adverse to us.
HAL Q1 2025 FORM 10-Q | 24
Part I. Item 2 | Forward-Looking Information |
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-Q 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 our statements and other materials we release to the public. Forward-looking
information involves risks 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Part II, Item 7(a), “Quantitative and Qualitative
Disclosures About Market Risk,” in our 2024 Annual Report on Form 10-K. Our exposure to market risk has not changed
materially since December 31, 2024.
Item 4. 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 March 31, 2025 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 quarter ended
March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information related to Item 1. Legal Proceedings is included in Note 9 to the condensed consolidated financial
statements.
Item 1(a). Risk Factors
The statements in this section describe the known material risks to our business and should be considered carefully.
As of March 31, 2025, there have been no material changes in risk factors previously disclosed in our Annual Report on Form
10-K for the fiscal year ended December 31, 2024.
HAL Q1 2025 FORM 10-Q | 25
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Following is a summary of our repurchases of our common stock during the three months ended March 31, 2025.
Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (b) |
January 1 - 31 | 2,718,122 | $27.61 | 2,384,352 | $2,983,724,716 |
February 1- 28 | 3,773,954 | $26.27 | 3,745,400 | $2,885,355,939 |
March 1 -31 | 3,820,763 | $24.96 | 3,440,448 | $2,799,511,907 |
Total | 10,312,839 | $26.14 | 9,570,200 |
(a) | Of the 10,312,839 shares purchased during the three-month period ended March 31, 2025, 742,639 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 repurchase common stock. |
(b) | Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $2.8 billion remained authorized for repurchases under the program as of March 31, 2025. From the inception of this program in February of 2006 through March 31, 2025, we repurchased approximately 293 million shares of our common stock for a total cost of approximately $11.3 billion. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Our barite and bentonite mining operations, in support of our fluid services business, are subject to regulation by the
U.S. 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 quarterly report.
Item 5. Other Information
During the quarter ended March 31, 2025, the following officers of the Company adopted or terminated
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K,
and no trading arrangements were adopted or terminated by directors of the Company.
Reporting Officer | Title | Reporting Action | Plan Adoption Date | Plan End Date | Aggregated Shares Covered | Intended to Satisfy Rule 10b5-1? |
Chairman of the Board, President and Chief Executive Officer | Yes |
HAL Q1 2025 FORM 10-Q | 26
Part II. Item 6 | Exhibits |
Item 6. Exhibits
† | 10.1 | |
† | 10.2 | |
† | 10.3 | |
† | 10.4 | |
† | 10.5 | |
* | 31.1 | |
* | 31.2 | |
** | 32.1 | |
** | 32.2 | |
* | 95 | |
* | 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 |
* | 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-Q. | |
** | Furnished with this Form 10-Q. | |
† | Management contracts or compensatory plans or arrangements. | |
HAL Q1 2025 FORM 10-Q | 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
HALLIBURTON COMPANY
/s/ Eric J. Carre | /s/ Charles E. Geer, Jr. |
Eric J. Carre | Charles E. Geer, Jr. |
Executive Vice President and | Senior Vice President and |
Chief Financial Officer | Chief Accounting Officer |
Date: April 25, 2025