FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001
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 1-3492
HALLIBURTON COMPANY
(a Delaware Corporation)
75-2677995
3600 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Telephone Number - Area Code (214) 978-2600
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 X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, par value $2.50 per share:
Outstanding at October 31, 2001 - 429,361,251
HALLIBURTON COMPANY
Index
Page No.
-----------
PART I. FINANCIAL INFORMATION 2-19
Item 1. Financial Statements 2-4
o Condensed Consolidated Statements of Income 2
o Condensed Consolidated Balance Sheets 3
o Condensed Consolidated Statements of Cash Flows 4
o Notes to Quarterly Financial Statements 5-19
1. Management Representations 5
2. Business Segment Information 5-6
3. Acquisitions and Dispositions 6-7
4. Discontinued Operations 7-8
5. Receivables 8
6. Inventories 8
7. Commitments and Contingencies 8-12
8. Income Per Share 13
9. Comprehensive Income 13
10. Engineering and Construction Reorganization 13-14
11. Long-Term Debt and Financial Instruments 14
12. Dresser Financial Information 14-19
Item 2. Management's Discussion and Analysis of Financial Condition and 20-28
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 28
PART II. OTHER INFORMATION 29-30
Item 6. Listing of Exhibits and Reports on Form 8-K
Signatures 30
Exhibits: o Annual Performance Pay Plan as amended and restated
effective January 1, 2001
o Performance Unit Program
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HALLIBURTON COMPANY
Condensed Consolidated Statements of Income
(Unaudited)
(Millions of dollars and shares except per share data)
Three Months Nine Months
Ended September 30 Ended September 30
------------------------- ------------------------
2001 2000 2001 2000
- --------------------------------------------------------------------------------------------------------------------
Revenues:
Services $ 2,840 $ 2,589 $ 8,295 $ 7,526
Sales 525 413 1,506 1,169
Equity in earnings of unconsolidated affiliates 26 22 73 56
- --------------------------------------------------------------------------------------------------------------------
Total revenues $ 3,391 $ 3,024 $ 9,874 $ 8,751
- --------------------------------------------------------------------------------------------------------------------
Operating costs and expenses:
Cost of services $ 2,506 $ 2,410 $ 7,451 $ 7,094
Cost of sales 449 362 1,325 1,038
General and administrative 94 92 286 252
Gain on sale of marine vessels - (88) - (88)
- --------------------------------------------------------------------------------------------------------------------
Total operating costs and expenses $ 3,049 $ 2,776 $ 9,062 $ 8,296
- ------------------------------------------------------------------------------------------- ------------------------
Operating income 342 248 812 455
Interest expense (34) (38) (115) (104)
Interest income 8 6 18 16
Foreign currency gains (losses), net (2) 4 (6) (3)
Other, net - (1) - (1)
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations before taxes, minority
interest, and accounting change 314 219 709 363
Provision for income taxes (126) (84) (285) (140)
Minority interest in net income of subsidiaries (7) (5) (14) (14)
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations before accounting change 181 130 410 209
- --------------------------------------------------------------------------------------------------------------------
Discontinued operations:
Income (loss) from discontinued operations, net of tax
(provision) benefit of $1, ($16), $18, and ($44) (2) 27 (40) 72
Gain on disposal of discontinued operations, net of tax
of $0, $0, $199, and $141 - - 299 215
- --------------------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations, net (2) 27 259 287
- --------------------------------------------------------------------------------------------------------------------
Cumulative effect of accounting change, net - - 1 -
- --------------------------------------------------------------------------- ----------------------------------------
Net income $ 179 $ 157 $ 670 $ 496
====================================================================================================================
Basic income per share:
Income from continuing operations before accounting change $ 0.42 $ 0.29 $ 0.96 $ 0.47
Income (loss) from discontinued operations - 0.06 (0.09) 0.16
Gain on disposal of discontinued operations - - 0.70 0.49
- --------------------------------------------------------------------------------------------------------------------
Net income $ 0.42 $ 0.35 $ 1.57 $ 1.12
====================================================================================================================
Diluted income per share:
Income from continuing operations before accounting change $ 0.42 $ 0.29 $ 0.95 $ 0.47
Income (loss) from discontinued operations - 0.06 (0.09) 0.16
Gain on disposal of discontinued operations - - 0.70 0.48
- --------------------------------------------------------------------------------------------------------------------
Net income $ 0.42 $ 0.35 $ 1.56 $ 1.11
====================================================================================================================
Cash dividends per share $ 0.125 $ 0.125 $ 0.375 $ 0.375
Basic average common shares outstanding 428 445 427 444
Diluted average common shares outstanding 429 451 430 448
See notes to quarterly financial statements.
2
HALLIBURTON COMPANY
Condensed Consolidated Balance Sheets
(Unaudited)
(Millions of dollars and shares except per share data)
September 30 December 31
--------------- ---------------
2001 2000
- ---------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and equivalents $ 227 $ 231
Receivables:
Notes and accounts receivable, net 3,244 3,029
Unbilled work on uncompleted contracts 971 816
- ---------------------------------------------------------------------------------------------------
Total receivables 4,215 3,845
Inventories 831 723
Current deferred income taxes 249 235
Net current assets of discontinued operations - 298
Other current assets 265 236
- ---------------------------------------------------------------------------------------------------
Total current assets 5,787 5,568
Property, plant and equipment after accumulated
depreciation of $3,276 and $3,150 2,569 2,410
Equity in and advances to related companies 476 400
Goodwill, net 592 597
Noncurrent deferred income taxes 304 340
Net noncurrent assets of discontinued operations - 391
Insurance for asbestos litigation claims 579 51
Other assets 385 346
- ---------------------------------------------------------------------------------------------------
Total assets $ 10,692 $ 10,103
===================================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
Short-term notes payable $ 213 $ 1,570
Current maturities of long-term debt 4 8
Accounts payable 899 782
Accrued employee compensation and benefits 313 267
Advanced billings on uncompleted contracts 448 288
Deferred revenues 64 98
Income taxes payable 223 113
Other current liabilities 613 700
- ---------------------------------------------------------------------------------------------------
Total current liabilities 2,777 3,826
Long-term debt 1,470 1,049
Employee compensation and benefits 528 662
Asbestos litigation claims 704 80
Other liabilities 565 520
Minority interest in consolidated subsidiaries 51 38
- ---------------------------------------------------------------------------------------------------
Total liabilities 6,095 6,175
- ---------------------------------------------------------------------------------------------------
Shareholders' equity:
Common shares, par value $2.50 per share - authorized
600 shares, issued 455 and 453 shares 1,138 1,132
Paid-in capital in excess of par value 333 259
Deferred compensation (74) (63)
Accumulated other comprehensive income (200) (288)
Retained earnings 4,242 3,733
- ---------------------------------------------------------------------------------------------------
5,439 4,773
Less 26 shares of treasury stock, at cost in both periods 842 845
- ---------------------------------------------------------------------------------------------------
Total shareholders' equity 4,597 3,928
- ---------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 10,692 $ 10,103
===================================================================================================
See notes to quarterly financial statements.
3
HALLIBURTON COMPANY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Millions of dollars)
Nine Months
Ended September 30
------------------------------
2001 2000
- ---------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 670 $ 496
Adjustments to reconcile net income to net cash from operations:
Income from discontinued operations (259) (287)
Depreciation, depletion and amortization 390 388
Provision (benefit) for deferred income taxes 23 (35)
Distributions from (advances to) related companies, net of
equity in (earnings) losses 39 (28)
Accounting change (1) -
Accrued special charges (6) (63)
Other non-cash items 18 (66)
Other changes, net of non-cash items:
Receivables and unbilled work (354) (643)
Inventories (135) (47)
Accounts payable 116 41
Other working capital, net (121) 151
Other operating activities 176 (96)
- ---------------------------------------------------------------------------------------------------
Total cash flows from operating activities 556 (189)
- ---------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (568) (367)
Sales of property, plant and equipment 77 181
(Acquisitions) dispositions of businesses, net (115) 6
Other investing activities (14) (27)
- ---------------------------------------------------------------------------------------------------
Total cash flows from investing activities (620) (207)
- ---------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from long-term borrowings 425 -
Payments on long-term borrowings (13) (309)
(Repayments) borrowings of short-term debt, net (1,359) (169)
Payments of dividends to shareholders (161) (167)
Proceeds from exercises of stock options 25 102
Payments to reacquire common stock (33) (24)
Other financing activities (6) (5)
- ---------------------------------------------------------------------------------------------------
Total cash flows from financing activities (1,122) (572)
- ---------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (19) (14)
Net cash flows from discontinued operations 1,201 826
- ---------------------------------------------------------------------------------------------------
Decrease in cash and equivalents (4) (156)
Cash and cash equivalents at beginning of period 231 466
- ---------------------------------------------------------------------------------------------------
Cash and equivalents at end of period $ 227 $ 310
===================================================================================================
Supplemental disclosure of cash flow information:
Cash payments during the period for:
Interest $ 118 $ 114
Income taxes $ 276 $ 185
Non-cash investing and financing activities:
Liabilities assumed in acquisitions of businesses $ 40 $ 90
Liabilities disposed of in dispositions of businesses $ 496 $ 499
See notes to quarterly financial statements.
4
HALLIBURTON COMPANY
Notes to Quarterly Financial Statements
(Unaudited)
Note 1. Management Representations
We employ accounting policies that are in accordance with generally
accepted accounting principles in the United States. Preparation of financial
statements in conformity with generally accepted accounting principles requires
us to make estimates and assumptions that affect:
o the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements; and
o the reported amounts of revenues and expenses during the reporting
period.
Ultimate results could differ from those estimates.
The accompanying unaudited condensed consolidated financial statements were
prepared using generally accepted accounting principles for interim financial
information, the instructions to Form 10-Q and applicable rules of Regulation
S-X. Accordingly, these financial statements do not include all information or
footnotes required by generally accepted accounting principles for complete
financial statements and should be read together with our 2000 Annual Report on
Form 10-K. Prior period amounts have been reclassified to be consistent with the
current presentation.
In our opinion, the condensed consolidated financial statements present
fairly our financial position as of September 30, 2001, the results of our
operations for the three and nine months ended September 30, 2001 and 2000 and
our cash flows for the nine months then ended. The results of operations for the
three and nine months ended September 30, 2001 and 2000 may not be indicative of
results for the full year.
Note 2. Business Segment Information
We have two business segments - Energy Services Group and Engineering and
Construction Group. Our segments are organized around the products and services
provided to our customers. During the fourth quarter of 2000, we announced
restructuring plans to combine engineering, construction, fabrication and
project management operations into one company, Kellogg Brown & Root, reporting
as our Engineering and Construction Group. This restructuring resulted in some
activities moving from the Energy Services Group to the Engineering and
Construction Group, effective January 1, 2001. Prior periods have been restated
for this change.
The following table presents revenues and operating income by business
segment on a comparable basis:
Three Months Nine Months
Ended September 30 Ended September 30
----------------------- ----------------------
Millions of dollars 2001 2000 2001 2000
- ---------------------------------------------------------------------------------------------
Revenues:
Energy Services Group $ 2,309 $ 1,736 $6,554 $ 4,774
Engineering and Construction Group 1,082 1,288 3,320 3,977
- ---------------------------------------------------------------------------------------------
Total $ 3,391 $ 3,024 $9,874 $ 8,751
=============================================================================================
Operating income:
Energy Services Group $ 321 $ 228 $ 788 $ 390
Engineering and Construction Group 39 46 82 125
General corporate (18) (26) (58) (60)
- ---------------------------------------------------------------------------------------------
Total $ 342 $ 248 $ 812 $ 455
=============================================================================================
Energy Services Group. The Energy Services Group provides a wide range of
discrete services and products and integrated solutions to customers for the
exploration, development, and production of oil and gas. The customers for this
segment are major, national and independent oil and gas companies. This segment
consists of:
o Halliburton Energy Services provides oilfield services and products
including discrete products and services and integrated solutions for
oil and gas exploration, development and production throughout the
world. Products and services include pressure pumping equipment and
services, logging and perforating, drilling systems and services,
drilling fluids systems, drill bits, specialized completion and
production equipment and services, well control, integrated solutions,
and reservoir description,
5
o Landmark Graphics provides integrated exploration and production
software information systems and professional services to the petroleum
industry, and
o Other product service lines include surface/subsea operations and large
integrated engineering, procurement, and construction projects
containing both surface and sub-surface components. Surface/subsea
operations provide construction, installation and servicing of subsea
facilities; flexible pipe for offshore applications; pipeline services
for offshore customers; pipecoating services. In addition, these product
service lines provide feasibility, conceptual and front-end engineering
and design, project management, detailed engineering, maintenance,
procurement, construction site management, commissioning, startup and
debottlenecking of both onshore and offshore facilities.
Engineering and Construction Group. The Engineering and Construction Group
provides engineering, procurement, construction, project management, and
facilities operation and maintenance for oil and gas and other industrial and
governmental customers. The Engineering and Construction Group, operating as
Kellogg Brown & Root, includes the following five product lines:
o Onshore operations comprises engineering and construction activities,
including liquefied natural gas, ammonia, crude oil refineries,
petrochemical plants and natural gas plants,
o Offshore operations includes specialty offshore deepwater engineering
and marine technology and worldwide fabrication capabilities,
o Government operations provides operations, maintenance and logistics
activities for government facilities and installations,
o Operations and maintenance provides services for private sector
customers, primarily industrial, hydrocarbon and commercial
applications, and
o Asia Pacific operations, based in Australia, provides civil
engineering and consulting services.
Note 3. Acquisitions and Dispositions
Magic Earth acquisition. In April 2001, we signed a definitive agreement to
acquire Magic Earth, Inc., a leading 3-D visualization and interpretation
technology company with broad applications in the area of data mining. Under the
agreement, Halliburton common stock valued at $100 million, subject to final
purchase price adjustments, will be exchanged to acquire Magic Earth. The
registration statement registering the stock to be issued to acquire Magic Earth
became effective in October 2001. We expect the transaction to be completed in
the fourth quarter of 2001. Magic Earth will become a wholly owned subsidiary
reported within our Energy Services Group.
PGS Data Management acquisition. In March 2001, Landmark Graphics acquired
the PGS Data Management division of Petroleum Geo-Services ASA (PGS) for $175
million. Terms of the agreement also include a final working capital adjustment
by March 2002. The agreement also calls for Landmark to provide, for a fee,
strategic data management and distribution services to PGS for three years. We
preliminarily recorded goodwill based on a 15 year life, of $146 million,
subject to the final valuation of intangible assets and other costs.
PES acquisition. In February 2000, we acquired the remaining 74% of the
shares of PES (International) Limited that we did not already own. PES is based
in Aberdeen, Scotland, and has developed technology that complements Halliburton
Energy Services' real-time reservoir solutions. To acquire the remaining 74% of
PES, we issued 1.2 million shares of Halliburton common stock. We also issued
rights that will result in the issuance of up to 2.1 million additional shares
of Halliburton common stock between February 2001 and February 2002. We issued
1.0 million shares in February 2001 and 400,000 shares in June 2001 under the
rights. We recorded $115 million of goodwill in connection with acquiring the
remaining 74%.
During the second quarter of 2001, we contributed the majority of PES'
assets and technologies, including $130 million of goodwill associated with the
purchase of PES, to a newly formed joint venture, WellDynamics. We received $39
million in cash as an equity equalization adjustment. The remaining assets of
PES relating to completions and well intervention products have been combined
with our existing completions product service line. We own 50% of WellDynamics
and account for this investment using the equity method.
European Marine Contractors Ltd. disposition. In October 2001, we signed an
agreement to sell our 50% interest in European Marine Contractors Ltd., an
unconsolidated joint venture in the Energy Services Group. The sales price is
$115 million in cash plus a contingent payment of up to an additional $28
million based on a formula linked to the Oil Service Index performance. Upon
completion of the sale, which is subject to regulatory approvals, we expect to
record a pretax gain of $90 million or $0.12 per diluted share after-tax.
6
Additional gains, if any, relating to the fair value of the contingent payment
arrangement will be recognized at the time of the sale and adjusted based upon
its fair value in future periods.
Subsea joint venture. In October 2001, we signed a letter of intent to form
a new company by combining our Halliburton Subsea business with DSND Subsea ASA,
a Norwegian-based company. The new company, which plans to begin operations the
first of next year, will be consolidated within the Energy Services Group. The
closing of the transaction is subject to the execution of a definitive
agreement, regulatory approvals and approvals by the board of directors of each
party.
Note 4. Discontinued Operations
In 1999 the Dresser Equipment Group was comprised of six operating
divisions and two joint ventures that manufactured and marketed equipment used
primarily in the energy, petrochemical, power and transportation industries. In
late 1999 and early 2000, we sold our interests in the two joint ventures. These
joint ventures represented nearly half of the group's revenues and operating
profit in 1999. The sale of our interests in the segment's joint ventures
prompted a strategic review of the remaining businesses within the Dresser
Equipment Group. As a result of this review, we determined that the remaining
businesses did not closely fit with our core businesses, long-term goals and
strategic objectives. In April 2000, our Board of Directors approved plans to
sell all the remaining businesses within the Dresser Equipment Group.
We sold these businesses on April 10, 2001. As part of the terms of the
transaction, we retained a 5.1% equity interest in the Dresser Equipment Group,
which has been renamed Dresser, Inc. In the second quarter of 2001, we
recognized a pretax gain on the sale of discontinued operations of $498 million
or $299 million after-tax. Total value under the agreement was $1.55 billion,
less assumed liabilities, and resulted in cash proceeds of $1.27 billion from
the sale. In connection with the sale, we accrued disposition related costs,
realized $68 million of noncurrent deferred income tax assets, and reduced
employee compensation and benefit liabilities by $152 million for liabilities
assumed by the purchaser. The employee compensation and benefit liabilities were
previously included in "Employee compensation and benefits" in the condensed
consolidated balance sheets.
Gain on disposal of discontinued operations represents the gain on the sale
of the remaining businesses within the Dresser Equipment Group in the second
quarter of 2001 and the gain on the sale of Dresser-Rand, which was part of the
Dresser Equipment Group, in the first quarter of 2000.
Nine Months
Gain on Disposal of Discontinued Ended September 30
Operations -----------------------
Millions of dollars 2001 2000
- -----------------------------------------------------------------------
Proceeds from sale, less
intercompany settlement $ 1,267 $ 536
Net assets disposed (769) (180)
- -----------------------------------------------------------------------
Gain before taxes 498 356
Income taxes (199) (141)
- -----------------------------------------------------------------------
Gain on disposal of discontinued operations $ 299 $ 215
=======================================================================
The financial results of the Dresser Equipment Group through March 31, 2001
are presented as discontinued operations in our financial statements. During the
second and third quarter of 2001, we recorded as expense to discontinued
operations $95 million, primarily $91 million, net of anticipated insurance
recoveries, for asbestos claims arising after the 1992 divestiture of INDRESCO.
See Note 7.
Three Months Nine Months
Income (loss) from Discontinued Ended September 30 Ended September 30
Operations ------------------------- ------------------------
Millions of dollars 2001 2000 2001 2000
- -----------------------------------------------------------------------------------------------
Revenues $ - $ 346 $ 359 $ 1,037
===============================================================================================
Operating income $ - $ 42 $ 37 $ 115
Other income - 1 - 1
Asbestos litigation claims, net of
insurance recoveries (3) - (95) -
Tax benefit (expense) 1 (16) 18 (44)
- -----------------------------------------------------------------------------------------------
Net income (loss) $ (2) $ 27 $ (40) $ 72
===============================================================================================
7
Net assets of the Dresser Equipment Group at December 31, 2000 are as
follows:
December 31
Net Assets of Discontinued Operations ---------------
Millions of dollars 2000
- --------------------------------------------------------------------
Receivables $ 286
Inventories 255
Other current assets 22
Accounts payable (104)
Other current liabilities (161)
- --------------------------------------------------------------------
Net current assets of discontinued operations $ 298
====================================================================
Net property, plant and equipment $ 219
Goodwill, net 257
Other assets 30
Employee compensation and benefits (113)
Other liabilities (2)
- --------------------------------------------------------------------
Net noncurrent assets of discontinued operations $ 391
====================================================================
Note 5. Receivables
Our receivables are generally not collateralized. With the exception of
claims and change orders that are in the process of being negotiated with
customers, unbilled work on uncompleted contracts generally represents work
currently billable, and this work is usually billed during normal billing
processes in the next several months. Claims and change orders included in
unbilled receivables amounted to $170 million at September 30, 2001 and $113
million at December 31, 2000.
Note 6. Inventories
Inventories to support continuing operations at September 30, 2001 and
December 31, 2000 are composed of the following:
September 30 December 31
---------------- ---------------
Millions of dollars 2001 2000
- --------------------------------------------------------------------
Finished products and parts $ 512 $ 486
Raw materials and supplies 215 178
Work in process 104 59
- --------------------------------------------------------------------
Total $ 831 $ 723
====================================================================
Inventories on the last-in, first-out method were $56 million at September
30, 2001 and $66 million at December 31, 2000. If the average cost method had
been used, total inventories would have been about $30 million higher than
reported at September 30, 2001 and $28 million higher than reported at December
31, 2000.
Note 7. Commitments and Contingencies
Asbestos litigation. Several of our subsidiaries, particularly Dresser
Industries, Inc. and Kellogg Brown & Root, Inc., are defendants in a large
number of asbestos related lawsuits. The plaintiffs allege injury as a result of
exposure to asbestos in products manufactured by former divisions of Dresser or
in materials used in construction or maintenance projects of Kellogg Brown &
Root. These claims are in three general categories:
o Refractory claims,
o Other Dresser claims, and
o Construction claims.
Refractory Claims
Asbestos was used in a small number of products manufactured by the
refractories business of Harbison-Walker Refractories Company, which Dresser
acquired in 1967. Harbison-Walker was spun-off by Dresser in 1992. At that time
Harbison-Walker agreed to assume liability for asbestos claims filed after the
spin-off and it agreed to defend and indemnify Dresser from liability for those
claims. Dresser retained responsibility for asbestos claims filed before the
spin-off. After the spin-off, Dresser and Harbison-Walker entered into
coverage-in-place agreements with a number of insurance companies. Those
agreements provide both Dresser and Harbison-Walker access to the same insurance
coverage to reimburse them for defense costs, settlements and court judgments
8
they pay to resolve refractory claims. Based on our negotiations with
Harbison-Walker and our investigations, we believe Harbison-Walker is no longer
financially able to perform its obligation to assume liability for post spin-off
refractory claims and defend Dresser from those claims. Since the claims expose
Dresser to potential liability when Harbison-Walker does not provide adequate
defense and indemnification, Dresser is separately asserting its own defense of
refractory claims that name it as a defendant.
Dresser and Harbison-Walker are now engaged in litigation resulting from
Harbison-Walker's failure to perform its obligations under the agreement entered
into at the time of the 1992 spin-off. On August 2, 2001, Harbison-Walker filed
a lawsuit in Jefferson County, Texas, alleging that Dresser and Halliburton
breached the spin-off agreement and the insurance coverage-in-place agreements.
This lawsuit also alleges that Dresser and Halliburton commercially disparaged
Harbison-Walker and tortuously interfered with various contractual
relationships. We believe that these allegations are without merit and we will
vigorously defend against them. On August 7, 2001, Dresser and Halliburton asked
the Jefferson County court to dismiss Harbison-Walker's lawsuit and order
arbitration of this dispute as required by the spin-off agreement.
On August 7, 2001, Dresser also filed a lawsuit, in the United States
District Court for the Northern District of Texas, against Harbison-Walker's
parent company, RHI AG, an Austrian corporation, Harbison-Walker's affiliates,
and Dresser's insurance companies. In this lawsuit, Dresser alleges that
Harbison-Walker fraudulently billed Dresser's general liability insurers for
asbestos-related costs that Harbison-Walker had yet to pay. Dresser further
alleges Harbison-Walker, violated federal mail fraud and money laundering
statutes, and the Racketeer Influenced Corrupt Organizations Act, commonly
referred to as RICO. Dresser also claims that the actions of Harbison-Walker
constitute common law conversion and conspiracy. Dresser is seeking a
declaratory judgment that the amounts the insurance companies improperly paid to
Harbison-Walker in response to the fraudulent billings do not reduce the
insurance coverage available to Dresser for its asbestos-related liabilities.
In addition, on August 7, 2001, Dresser filed a comprehensive insurance
coverage lawsuit, in Dallas County, Texas, against the companies that wrote
general liability insurance that covers both refractory and other asbestos
claims. Dresser seeks, among other relief, a declaratory judgment that Dresser
is entitled to insurance coverage for all of its asbestos-related liabilities
arising out of operations before November 1, 1985. Dresser filed this lawsuit to
protect its insurance coverage in light of Harbison-Walker's attempt to
improperly access this insurance coverage and to challenge the actions of
London-based insurers to unilaterally and improperly modify existing
coverage-in-place agreements.
As of September 30, 2001 there were approximately 7,000 open and unresolved
pre-spin-off refractory claims against Dresser. In addition, we believe that
there are approximately 182,000 open and unresolved post spin-off refractory
claims. We also believe that approximately 100,000 of these post spin-off claims
name Dresser as a defendant, including 17,000 to 25,000 claims in the process of
being settled by Harbison-Walker which may become open and unresolved claims if
Harbison-Walker is unable to complete the settlements. We are currently in the
process of verifying the claims which named Dresser as a defendant. It is likely
that Dresser will take up the defense of most of the unsettled post spin-off
refractory claims in order to prevent Harbison-Walker from unnecessarily eroding
the insurance coverage both companies can access for these claims.
Other Dresser Claims
As of September 30, 2001, there were approximately 109,000 open and
unresolved claims alleging injuries from asbestos used in several other types of
products formerly manufactured by Dresser. Most of these claims involve gaskets
and packing materials used in pumps and other industrial products.
Construction Claims
Our Engineering and Construction Group includes engineering and
construction businesses formerly operated by The M.W. Kellogg Company and Brown
& Root, Inc., now combined as Kellogg Brown & Root, Inc. As of September 30,
2001, there were approximately 30,000 open and unresolved claims alleging
injuries from asbestos in materials used in construction and maintenance
projects, most of which were conducted by Brown & Root. A much smaller number of
claims are asserted against Kellogg. A prior owner of Kellogg provides us a
contractual indemnification for those claims.
Asbestos Insurance coverage. We have insurance coverage that reimburses us
for a substantial portion of the costs incurred defending against open asbestos
claims. This coverage also reimburses us for a substantial portion of amounts we
pay to settle claims and amounts awarded in court judgments. The coverage is
provided by a large number of insurance policies written by dozens of insurance
companies. The insurance companies wrote the coverage over a period of more than
30 years for our subsidiaries and their predecessors. Large amounts of this
9
coverage are now subject to coverage-in-place agreements that resolve issues
concerning amounts and terms of coverage. The amount of insurance coverage
available to us depends on the nature of the alleged exposure to asbestos and
the specific subsidiary against which an asbestos claim is asserted.
Refractory Claims Insurance
Dresser has a substantial amount of insurance coverage for refractory
asbestos claims. Many of the issues relating to this coverage have been resolved
by coverage-in-place agreements with dozens of companies, including Equitas and
other London-based insurance companies. However, recently Equitas and other
London-based companies have imposed new restrictive documentation requirements
on Dresser and other insureds. We believe the new requirements are part of an
effort by these companies to limit payment of settlements to claimants who are
truly impaired by exposure to asbestos and can identify the product or premises
that caused their exposure. On August 7, 2001 Dresser filed a lawsuit in Dallas
County, Texas against a number of these insurance companies asserting Dresser's
rights under existing coverage-in-place agreements. These agreements allow
Dresser to enter into settlement of claims for small amounts where we believe
settlement is effective claims management without requiring claimants to produce
detailed documentation to support their claims. We believe that the new
documentation requirements are inconsistent with the current coverage-in-place
agreements and are unenforceable. The insurance companies Dresser has sued have
not refused to pay larger claim settlements where documentation is obtained or
where court judgments are entered. Also, they continue to pay previously agreed
to amounts of defense costs Dresser incurs defending refractory asbestos claims.
Other Dresser Claims Insurance
Dresser has insurance that covers other open asbestos claims against it.
This coverage is provided by a number of different policies which Dresser
acquired rights to access for coverage of asbestos claims when it acquired
businesses from other companies. A portion of this insurance coverage is shared
with an unaffiliated company that acquired other assets from the same seller.
The unaffiliated company is now in Chapter 11 bankruptcy and the effect of the
bankruptcy on our ability to continue to access the shared insurance is not
resolved. On August 28, 2001, Dresser filed a separate lawsuit against Equitas
and other London-based companies that provide some of this insurance. This
lawsuit is similar to the lawsuit described under Refractory Claims Insurance
above that seeks to prevent insurance companies from unilaterally modifying the
terms of existing coverage-in-place agreements.
Construction Claims Insurance
Nearly all construction asbestos claims relate to Brown & Root operations
before the 1980s. Our primary insurance coverage for these claims was written by
Highlands Insurance Company during the time it was one of our subsidiaries.
Highlands was spun-off to our shareholders in 1996. At present Highlands is not
paying any portion of the settlement or defense costs we incur for construction
asbestos claims. On April 5, 2000 Highlands filed a lawsuit against us in the
Delaware Chancery Court. Highlands asserted that the insurance it wrote for
Brown & Root that covered construction asbestos claims was terminated by
agreements between Halliburton and Highlands at the time of the 1996 spin-off.
Although we do not believe that a termination of this insurance occurred, in
March 2001 the Chancery Court ruled that a termination did occur and that
Highlands is not obligated to provide coverage for Brown & Root's asbestos
claims. The Delaware Supreme Court heard oral arguments of our appeal of this
decision on September 17, 2001. We believe the Chancery Court's decision is
wrong and that the Delaware Supreme Court will reverse and return the case to
the Chancery Court for a trial on the merits. We expect, based on an opinion
from our outside legal counsel, to ultimately prevail in this litigation. We
anticipate the Delaware Supreme Court's decision late this year or early in
2002. In addition, on April 24, 2000, we filed a lawsuit in Harris County,
Texas, asserting that Highlands has breached its contractual obligations to
provide coverage for asbestos claims under the policies it wrote for Brown &
Root. This lawsuit is stayed pending resolution of the Delaware litigation. We
are aware that Highland's financial condition has deteriorated since this
litigation began. However, we believe that Highlands has the ability to
reimburse us for a substantial portion of the defense, settlement and other
costs we incur defending Brown & Root open asbestos claims once the Delaware
litigation is successfully concluded in our favor as we expect. In the event
Highlands becomes unable to pay amounts owed to us for coverage of Brown & Root
open asbestos claims, we have the right to seek reimbursement from the Texas
Property and Casualty Guaranty Association.
Claims history. Since 1976 approximately 340,000 asbestos claims have been
filed against us. Almost all of these claims have been made in separate lawsuits
in which we are named as a defendant along with a number of other defendants,
often exceeding 100 unaffiliated companies in total. During the third quarter of
2001 we received approximately 13,000 new claims, compared to 27,000 new claims
10
in the second quarter and 18,000 new claims in the first quarter of this year.
During the third quarter of 2001 we closed approximately 11,000 claims. The
number of open claims pending against us at the end of each quarter this year
and at the end of the two preceding years is as follows:
Period Ending Total Open Claims
- -------------------------- -------------------
September 30, 2001 146,000
June 30, 2001 145,000
March 31, 2001 129,000
December 31, 2000 117,000
December 31, 1999 107,700
=================================================
In addition to the claims reported in the table above, at September 30,
2001 we estimate there are approximately 100,000 open and unresolved post
spin-off refractory claims naming Dresser as a defendant where Harbison-Walker
has failed to provide Dresser with adequate defense and indemnification. Once we
have verified that Dresser is a named defendant, we plan to treat these claims
as open claims.
We manage asbestos claims to achieve settlement of valid claims for
reasonable amounts. When that is not possible, we contest claims in court. Since
1976 we have resolved approximately 194,000 claims through settlements and court
proceedings at a total cost of approximately $143 million. We have received or
expect to receive from our insurance all but approximately $38 million of this
cost, resulting in an average net cost per resolved claim of less than $200.
Reserves for asbestos claims. We have accrued reserves for our estimate of
our liability for known open asbestos claims. We do not accrue reserves for
unknown claims that may be filed against us in the future. Our estimate of the
cost of resolving open claims is based on our historical litigation experience,
completed settlements and our estimate of amounts we will recover from insurance
companies. Our estimate of recoveries from insurance companies with which we
have coverage-in-place agreements, other than Highlands Insurance Company, is
based on those agreements. In those instances in which agreements are still in
negotiation or in litigation, our estimate is based on our expectation of our
ultimate recovery from insurance companies. We believe that the insurance
companies with which we have signed agreements will be able to meet their
obligations under these agreements. A summary of our reserves for open claims
and corresponding insurance recoveries is as follows:
September 30 December 31
---------------- ---------------
Millions of dollars 2001 2000
- --------------------------------------------------------------------------------------
Asbestos litigation claims $ 704 $ 80
Estimated insurance recoveries:
Highlands Insurance Company (38) (39)
Other insurance carriers (541) (12)
- --------------------------------------------------------------------------------------
Insurance for asbestos litigation claims (579) (51)
- --------------------------------------------------------------------------------------
Net liability for known open asbestos claims $ 125 $ 29
======================================================================================
These reserves are included in noncurrent assets and liabilities due to the
extended time periods involved to settle claims.
In addition to these asbestos reserves, our accounts receivable include $27
million we expect to collect from Highlands Insurance Company for settlements
and defense costs we have already incurred for construction asbestos claims. If
we are ultimately unsuccessful in the Highlands litigation, we will be unable to
collect this $27 million as well as the $38 million estimated recovery from
Highlands included in our asbestos reserves summarized above. If this occurs, it
may have a material adverse impact on the results of our operations and our
financial position at that time.
Accounts receivable for billings to other insurance companies for payments
made on asbestos claims were $13 million at September 30, 200l and December 31,
2000.
11
The uncertainties of asbestos claim litigation and resolution of the
litigation with insurance companies and Harbison-Walker described above make it
difficult to accurately predict the results of the ultimate resolution of
asbestos claims. That uncertainty is increased by the possibility of adverse
court rulings or new legislation affecting the asbestos claim litigation or the
settlement process. Subject to these uncertainties and based on our experience
defending asbestos claims and our estimate of amounts we will recover from
insurance, we believe that open asbestos claims will be resolved without a
material adverse effect on our financial position or the results of operations.
Fort Ord litigation. Brown & Root Services, now operating as Kellogg Brown
& Root, is a defendant in civil litigation pending in federal court in
Sacramento, California. The lawsuit alleges that Brown & Root Services violated
provisions of the False Claims Act while performing work for the United States
Army at Fort Ord in California. This lawsuit was filed by a former employee in
1997. Brown & Root Services has denied the allegations and is preparing to
defend itself at trial. Further proceedings in this civil lawsuit have been
stayed while the investigation referred to in the next paragraph is ongoing. We
believe that it is remote that this civil litigation will result in any material
amount of damages being assessed against us.
Although in 1998 the United States Department of Justice declined to join
this litigation, it has advised us that Brown & Root Services is the target of a
federal grand jury investigation regarding the contract administration issues
raised in the civil litigation. Brown & Root Services has been served with grand
jury subpoenas, which required the production of documents relating to the Fort
Ord contract and similar contracts at other locations. We are cooperating in
this investigation. The United States Department of Justice has not made any
specific allegations against Brown & Root Services.
Environmental. We are subject to numerous environmental legal and
regulatory requirements related to our operations worldwide. We take a proactive
approach to evaluating and addressing the environmental impact of our
operations. Each year we assess and remediate contaminated properties in order
to avoid future liabilities and comply with legal and regulatory requirements.
On occasion we are involved in specific environmental litigation and claims,
including the clean-up of properties we own or have operated as well as efforts
to meet or correct compliance-related matters.
Some of our subsidiaries and former operating entities are involved as a
potentially responsible party or PRP in remedial activities to clean-up several
"Superfund" sites under United States federal law and comparable state laws.
Kellogg Brown & Root is one of nine PRPs named at the Tri-State Mining District
"Superfund" Site, also known as the Jasper County "Superfund" Site. Based on our
negotiations with federal regulatory authorities and our evaluation of our
responsibility for remediation at small portions of this site, we do not believe
we will be compelled to make expenditures which will have a material adverse
effect on our consolidated financial position or results of operations. However,
the United States Department of the Interior and the State of Missouri have
indicated that they might make a separate claim against Kellogg Brown & Root for
natural resource damages. Discussions with them have not been concluded and we
are unable to make a judgement about the amount of damages they may seek.
We also incur costs related to compliance with ever-changing environmental,
legal and regulatory requirements in the jurisdictions where we operate. It is
very difficult to quantify the potential liabilities. We do not expect these
expenditures to have a material adverse effect on our consolidated financial
position or our results of operations.
During the second quarter of 2001, we accrued $15 million for environmental
matters related to liabilities retained on properties included in the sale of
Dresser Equipment Group. Our accrued liabilities for environmental matters were
$49 million as of September 30, 2001 and $31 million as of December 31, 2000.
Other. We are a party to various other legal proceedings. We expense the
cost of legal fees related to these proceedings. We believe any liabilities we
may have arising from these proceedings will not be material to our consolidated
financial position or our results of operations.
12
Note 8. Income Per Share
Three Months Nine Months
Ended September 30 Ended September 30
Millions of dollars and shares except ---------------------------- ---------------------------
per share data 2001 2000 2001 2000
- ----------------------------------------------------------------------------------------------------------------
Income from continuing operations before
accounting change $ 181 $ 130 $ 410 $ 209
================================================================================================================
Basic weighted average shares 428 445 427 444
Effect of common stock equivalents 1 6 3 4
- -------------------------------------------------------------------------------------------------- -------------
Diluted weighted average shares 429 451 430 448
================================================================================================================
Income per common share from continuing
operations before accounting change:
Basic $ 0.42 $ 0.29 $ 0.96 $ 0.47
================================================================================================================
Diluted $ 0.42 $ 0.29 $ 0.95 $ 0.47
================================================================================================================
Basic income 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. Excluded from the computation of
diluted income per share are options to purchase 8.1 million shares of common
stock which were outstanding during the nine months ended September 30, 2001 and
options to purchase 10.6 million shares of common stock which were outstanding
during the three months ended September 30, 2001. These options were excluded
because the option exercise price was greater than the average market price of
the common shares.
Note 9. Comprehensive Income
The components of other comprehensive income adjustments to net income
include the cumulative translation adjustment of some of our foreign entities,
minimum pension liability adjustments and unrealized gains or (losses) on
investments and derivatives.
Three Months Nine Months
Ended September 30 Ended September 30
---------------------------- ----------------------------
Millions of dollars 2001 2000 2001 2000
- ------------------------------------------------------------------------------------------------------------------
Net income $ 179 $ 157 $ 670 $ 496
Cumulative translation adjustment, net of tax 20 (79) (26) (140)
Less reclassification adjustment for losses
included in net income - - 102 11
- --------------------------------------------------------------------------------------------------- --------------
Net cumulative translation adjustment, net of tax 20 (79) 76 (129)
Adjustment to minimum pension liability - - 12 7
Unrealized gains (losses) on investments
and derivatives (2) 2 - 2
- ------------------------------------------------------------------------------------------------------------------
Total comprehensive income $ 197 $ 80 $ 758 $ 376
==================================================================================================================
Accumulated other comprehensive income at September 30, 2001 and December
31, 2000 consisted of the following:
September 30 December 31
--------------- ---------------
Millions of dollars 2001 2000
- ------------------------------------------------------------------------------------------------
Cumulative translation adjustment $ (199) $ (275)
Minimum pension liability - (12)
Unrealized losses on investments and derivatives (1) (1)
- ------------------------------------------------------------------------------------------------
Total accumulated other comprehensive income $ (200) $ (288)
================================================================================================
Note 10. Engineering and Construction Reorganization
As a result of the reorganization of our engineering and construction
businesses, we took actions in the fourth quarter of 2000 to reduce our cost
structure including asset related charges of $20 million and personnel related
charges of $16 million. Asset related write-offs of equipment, engineering
13
reference designs and capitalized software were all completed by December 31,
2000. Personnel related payments of $11 million have been made and the
elimination of approximately 30 senior management positions is substantially
complete.
Note 11. Long-Term Debt and Financial Instruments
In July 2001 we issued $425 million of two and five year medium-term notes
under our medium-term program. The notes consist of $275 million of 6% fixed
rate notes due August 1, 2006 and $150 million of floating rate notes due July
16, 2003. We may redeem the 6% fixed rate medium-term notes in whole or in part
at anytime at our option. The floating rate medium-term notes may not be
redeemed prior to maturity. The fixed and floating rate medium-term notes do not
have sinking fund requirements.
We seek to minimize our exposure to changes in interest rates by managing
our fixed rate debt to variable rate debt ratio. In August 2001 we entered into
an interest rate swap on a portion of our newly issued fixed rate medium-term
notes. The interest rate swap has been designated as a fair value hedge under
SFAS No. 133 and accordingly, has been reflected at its fair value in "Other
assets" and the hedged portion of "Long-term debt" has been recorded at fair
value in the condensed consolidated balance sheets. We account for this interest
rate swap using the short-cut method, as described in SFAS No. 133, and
determined there was no ineffectiveness for the period ending September 30,
2001. Amounts to be received or paid as a result of the swap agreement are
recognized as adjustments to interest expense. In October 2001 we entered into
another interest rate swap agreement on our 8% senior notes.
Note 12. Dresser Financial Information
Since becoming a wholly owned subsidiary, Dresser Industries, Inc. has
ceased filing periodic reports with the Securities and Exchange Commission.
Dresser's 8% guaranteed senior notes, which were initially issued by Baroid
Corporation, remain outstanding and are fully and unconditionally guaranteed by
Halliburton. In January 1999, as part of a legal reorganization associated with
the merger, Halliburton Delaware, Inc., our first tier holding company
subsidiary, was merged into Dresser. The majority of our operating assets and
activities are now included in Dresser and its subsidiaries. In August 2000, the
Securities and Exchange Commission released revised rules governing the
financial statements of guarantors and issuers of guaranteed registered
securities. The following condensed consolidating financial information presents
Halliburton and our subsidiaries on a stand-alone basis using the equity method
of accounting for our interest in our subsidiaries.
14
Condensed Consolidating Statements of Income
Three Months Ended September 30, 2001
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Total revenues $ 3,391 $ 209 $ 197 $ (406) $ 3,391
Cost of revenues (2,955) - - - (2,955)
General and administrative (94) - - - (94)
Interest expense (9) (10) (15) - (34)
Interest income 7 4 14 (17) 8
Other, net 5 (4) (2) (1) (2)
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before taxes and minority interest 345 199 194 (424) 314
Provision for income taxes (129) - 3 - (126)
Minority interest in net income of
subsidiaries (7) - - - (7)
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 209 199 197 (424) 181
Income from discontinued operations - (2) - - (2)
- --------------------------------------------------------------------------------------------------------------------------
Net income $ 209 $ 197 $ 197 $ (424) $ 179
==========================================================================================================================
Condensed Consolidating Statements of Income
Three Months Ended September 30, 2000
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Total revenues $ 3,024 $ 78 $ 53 $ (131) $ 3,024
Cost of revenues (2,772) - - - (2,772)
General and administrative (92) - - - (92)
Gain on sale of marine vessels 88 - - - 88
Interest expense (110) (8) (19) 99 (38)
Interest income 6 (10) 15 (5) 6
Other, net 2 (4) 1 4 3
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before taxes and minority interest 146 56 50 (33) 219
Provision for income taxes (90) (3) 9 - (84)
Minority interest in net income of
subsidiaries (5) - - - (5)
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 51 53 59 (33) 130
Income from discontinued operations 27 - - - 27
- -------------------------------------------------------------------------------------------------------- -----------------
Net income $ 78 $ 53 $ 59 $ (33) $ 157
==========================================================================================================================
15
Condensed Consolidating Statements of Income
Nine Months Ended September 30, 2001
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Total revenues $ 9,874 $ 515 $ 870 $(1,385) $ 9,874
Cost of revenues (8,776) - - - (8,776)
General and administrative (286) - - - (286)
Interest expense (30) (27) (59) 1 (115)
Interest income 16 10 43 (51) 18
Other, net 4 142 (6) (146) (6)
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before taxes, minority interest and
accounting change 802 640 848 (1,581) 709
Provision for income taxes (296) (7) 18 - (285)
Minority interest in net income of
subsidiaries (14) - - - (14)
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before accounting change 492 633 866 (1,581) 410
Income from discontinued operations 22 237 - - 259
Cumulative effect of accounting change, net 1 - - - 1
- ----------------------------------------------------------------------------- --------------------------------------------
Net income $ 515 $ 870 $ 866 $(1,581) $ 670
==========================================================================================================================
Condensed Consolidating Statements of Income
Nine Months Ended September 30, 2000
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- -----------------------------------------------------------------------------------------------------------------------
Total revenues $ 8,751 $ 247 $ 478 $ (725) $ 8,751
Cost of revenues (8,132) - - - (8,132)
General and administrative (252) - - - (252)
Gain on sale of marine vessels 88 - - - 88
Interest expense (124) (35) (44) 99 (104)
Interest income 16 55 44 (99) 16
Other, net (4) (4) - 4 (4)
- -----------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before taxes and minority interest 343 263 478 (721) 363
Provision for income taxes (154) - 14 - (140)
Minority interest in net income of
subsidiaries (14) - - - (14)
- -----------------------------------------------------------------------------------------------------------------------
Income from continuing operations 175 263 492 (721) 209
Income from discontinued operations 72 215 - - 287
- -----------------------------------------------------------------------------------------------------------------------
Net income $ 247 $ 478 $ 492 $ (721) $ 496
=======================================================================================================================
16
Condensed Consolidating Balance Sheets
September 30, 2001
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and equivalents $ 172 $ - $ 55 $ - $ 227
Receivables:
Notes and accounts receivable, net 597 2,647 - - 3,244
Unbilled work on uncompleted contracts 971 - - - 971
- --------------------------------------------------------------------------------------------------------------------------
Total receivables 1,568 2,647 - - 4,215
Inventories 831 - - - 831
Other current assets 507 1 6 - 514
- --------------------------------------------------------------------------------------------------------------------------
Total current assets 3,078 2,648 61 - 5,787
Property, plant and equipment, net 2,569 - - - 2,569
Equity in and advances to
unconsolidated affiliates 454 22 - - 476
Intercompany receivable from
consolidated affiliates 1,369 - 2,765 (4,134) -
Equity in and advances to
consolidated affiliates - 5,292 3,171 (8,463) -
Goodwill, net 507 85 - - 592
Insurance for asbestos litigation claims 579 - - - 579
Other assets 660 5 24 - 689
- --------------------------------------------------------------------------------------------------------------------------
Total assets $ 9,216 $ 8,052 $ 6,021 $(12,597) $10,692
==========================================================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts and notes payable $ 881 $ 56 $ 179 $ - $ 1,116
Other current liabilities 1,372 235 54 - 1,661
- --------------------------------------------------------------------------------------------------------------------------
Total current liabilities 2,253 291 233 - 2,777
Long-term debt 200 439 831 - 1,470
Intercompany payable from
consolidated affiliates - 4,134 - (4,134) -
Asbestos litigation claims 704 - - - 704
Other liabilities 990 17 86 - 1,093
Minority interest in consolidated
subsidiaries 51 - - - 51
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities 4,198 4,881 1,150 (4,134) 6,095
Shareholders' equity:
Common shares 391 - 1,138 (391) 1,138
Other shareholders' equity 4,627 3,171 3,733 (8,072) 3,459
- --------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 5,018 3,171 4,871 (8,463) 4,597
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 9,216 $ 8,052 $ 6,021 $(12,597) $10,692
==========================================================================================================================
17
Condensed Consolidating Balance Sheets
December 31, 2000
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and equivalents $ 216 $ 11 $ 4 $ - $ 231
Receivables:
Notes and accounts receivable, net 2,966 63 - - 3,029
Unbilled work on uncompleted contracts 816 - - - 816
- --------------------------------------------------------------------------------------------------------------------------
Total receivables 3,782 63 - - 3,845
Inventories 723 - - - 723
Other current assets 753 1 15 - 769
- --------------------------------------------------------------------------------------------------------------------------
Total current assets 5,474 75 19 - 5,568
Property, plant and equipment, net 2,410 - - - 2,410
Equity in and advances to
unconsolidated affiliates 258 142 - - 400
Intercompany receivable from
consolidated affiliates 68 - 2,138 (2,206) -
Equity in and advances to
consolidated affiliates - 6,558 4,220 (10,778) -
Goodwill, net 510 87 - - 597
Other assets 1,109 5 14 - 1,128
- --------------------------------------------------------------------------------------------------------------------------
Total assets $ 9,829 $ 6,867 $ 6,391 $(12,984) $10,103
==========================================================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts and notes payable $ 756 $ 64 $ 1,540 $ - $ 2,360
Other current liabilities 1,374 36 56 - 1,466
- --------------------------------------------------------------------------------------------------------------------------
Total current liabilities 2,130 100 1,596 - 3,826
Long-term debt 205 444 400 - 1,049
Intercompany payable from
consolidated affiliates - 2,206 - (2,206) -
Other liabilities 1,118 26 118 - 1,262
Minority interest in consolidated
subsidiaries 38 - - - 38
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities 3,491 2,776 2,114 (2,206) 6,175
Shareholders' equity:
Common shares 391 - 1,132 (391) 1,132
Other shareholders' equity 5,947 4,091 3,145 (10,387) 2,796
- --------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 6,338 4,091 4,277 (10,778) 3,928
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 9,829 $ 6,867 $ 6,391 $(12,984) $10,103
==========================================================================================================================
18
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2001
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from operating activities $ 561 $ (25) $ 20 $ - $ 556
Capital expenditures (568) - - - (568)
Sales of property, plant and equipment 77 - - - 77
Other investing activities (129) - 1,096 (1,096) (129)
Proceeds from long-term borrowings - - 425 - 425
Payments on long-term borrowings (8) (5) - - (13)
Borrowings (repayments) of
short-term debt, net - - (1,359) - (1,359)
Payments of dividends to shareholders - - (161) - (161)
Proceeds from exercises of stock options - - 25 - 25
Payments to reacquire common stock - - (33) - (33)
Other financing activities 42 (1,182) 38 1,096 (6)
Effect of exchange rate on cash (19) - - - (19)
Net cash flows from discontinued
operations - 1,201 - - 1,201
- --------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and equivalents $ (44) $ (11) $ 51 $ - $ (4)
==========================================================================================================================
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2000
Non-issuer/ Dresser Halliburton Consolidated
Non-guarantor Industries, Inc. Company Consolidating Halliburton
Millions of dollars Subsidiaries (Issuer) (Guarantor) Adjustments Company
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from operating activities $ (220) $ 19 $ 12 $ - $ (189)
Capital expenditures (367) - - - (367)
Sales of property, plant and equipment 181 - - - 181
Other investing activities (21) - 89 (89) (21)
Payments on long-term borrowings (9) (300) - - (309)
Borrowings (repayments) of
short-term debt, net 14 - (183) - (169)
Payments of dividends to shareholders - - (167) - (167)
Proceeds from exercises of stock optio ns - - 102 - 102
Payments to reacquire common stock - - (24) - (24)
Other financing activities (395) 237 64 89 (5)
Effect of exchange rate on cash (14) - - - (14)
Net cash flows from discontinued
operations 826 - - - 826
- --------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and equivalents $ (5) $ (44) $ (107) $ - $ (156)
==========================================================================================================================
19
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
In this section, we discuss the operating results and general financial
condition of Halliburton Company and its subsidiaries. We explain:
o factors and risks that impact our business;
o why our earnings and expenses for the third quarter of 2001 differ from
the third quarter of 2000;
o why our earnings and expenses for the first nine months of 2001 differ
from the first nine months of 2000;
o factors that impacted our cash flows; and
o other items that materially affect our financial condition or earnings.
BUSINESS ENVIRONMENT
Our business is organized around two business segments:
o Energy Services Group; and
o Engineering and Construction Group.
The results of Dresser Equipment Group are reported as discontinued
operations through March 31, 2001.
We currently operate in over 100 countries throughout the world, providing
a comprehensive range of discreet and integrated products and services to the
petroleum industry, and to other industrial and governmental customers. The
majority of our consolidated revenues is derived from the sale of services and
products, including engineering and construction activities, to large oil and
gas companies. These services and products are used throughout the energy
industry, from the earliest phases of exploration and development of oil and gas
reserves through the refining and distribution process.
The industries we serve are highly competitive with many substantial
competitors for each segment. No country other than the United States or the
United Kingdom accounts for more than 10% of our operations. Unsettled political
conditions, expropriation or other governmental actions, exchange controls or
currency devaluation may result in the increased business risk in any one
country. We believe the geographic diversification of our business activities
reduces the risk that loss of business in any one country would be material to
our consolidated results of operations.
Halliburton Company
Spending on exploration and production activities and investments in
capital expenditures for refining and distribution facilities by large oil and
gas companies have a significant impact on the activity levels within our two
business segments. Through the first nine months of 2001, increased customer
spending contributed to higher levels of worldwide drilling activity, especially
gas drilling in the United States. In the latter part of the third quarter of
2001, drilling activity levels in the United States began to decline as prices
for oil and natural gas decreased due to increased economic uncertainty and high
gas storage levels in the United States.
Drilling activity increases in the earlier part of the year in North
America generated much of the growth in demand for our products and services
through the first nine months of 2001. Softening industrial use and reduced
power generation over the summer months resulted in higher gas storage levels
which placed downward pressure on natural gas prices. Gas drilling activity
declines followed, primarily late in the third quarter. Internationally, crude
oil prices have remained at levels satisfactory to provide increasing levels of
capital spending and drilling, primarily by major oil and gas companies,
including national oil companies. Generally, international oil and gas field
development projects, particularly deepwater projects in West Africa and Brazil,
have longer lead times, economics based on longer-term commodity prices, and are
less likely to be delayed due to fluctuating short-term prices.
In the short-term, we expect gas-drilling activity in the United States to
continue to decline into early 2002. The severity of the winter months in North
America will be a key factor in the degree of the activity decline and timing of
the eventual recovery. If prices for oil remain stable as compared to third
quarter prices, we expect large deepwater projects to continue to provide
opportunities. Over the longer-term, we expect increased global demand for oil
and natural gas, additional spending to replace depleting reserves, and
continued technological advances in our products and services to provide growth
opportunities for our products and services.
20
Energy Services Group
Strong natural gas and crude oil prices during the first nine months of
2001 have contributed to increased demand for the products and services provided
by the Energy Services Group. Activity has been highest in the United States,
reflecting primarily the increased levels of drilling for natural gas. The
rotary rig count in the United States continued to increase and averaged 1,206
rigs in the first nine months of 2001, an increase of 40% over the average for
the first nine months of 2000. In the United States drilling activity for gas
remained strong, posting a 44% increase over the average for the first nine
months of 2000. Henry Hub gas prices for the first nine months of 2001 averaged
$4.62/MCF as compared to $3.54/MCF average for the first nine months of 2000.
Increases in international rig activity also continued through the first nine
months of 2001, up 19% compared to the first nine-months of 2000. All geographic
regions experienced higher activity levels, which increased our equipment and
personnel utilization. This higher utilization resulted in better profitability
and pricing strength, especially within the United States. Compared to the first
nine months and third quarter of 2000, revenues for the Energy Services Group
were higher across all geographic regions.
During the latter part of the third quarter, drilling levels within the
United States, primarily land-based gas rigs, began to decline. Henry Hub gas
prices for the third quarter of 2001 averaged $2.84/MCF, down from $4.46/MCF in
the third quarter of 2000 and $4.48/MCF in the second quarter of 2001. Crude oil
prices, while down from levels earlier in the year, remained at levels
contributing to continued increases in exploration and production spending
internationally by our customers. Recent declines in United States rig counts
and economic uncertainty within the United States will result in short-term
declines in revenues and operating income within the segment. The price
increases we implemented in late 2000 and throughout 2001 combined with efforts
to manage costs should partially offset the efforts of lower activity levels and
pressure to increase discounts. Our drilling systems and completion products
have a large percentage of their business outside the United States and are also
heavily involved in deepwater oil and gas developments. These product service
lines are expected to remain relatively strong. The production enhancement
product service line, due to its dependence on United States gas drilling, will
be the most impacted by the current slow down.
Engineering and Construction Group
Due to the long-term nature of most major engineering and construction
projects, our Engineering and Construction Group did not benefit from the
positive factors which provided opportunities for growth in the Energy Services
Group in the first part of 2001. While both segments provide products and
services to many of the same customers, oilfield service activities, especially
land-based gas drilling activity in the United States which is more short-term
focused, benefited more from increased activity levels. The downturn in the
energy industry that began in 1998 led our customers to severely curtail many
large engineering and construction projects during 2000 and into 2001. During
this time, a series of mergers and consolidations among our major customers also
reduced our customers' levels of investment in refining and distribution
facilities as they evaluated existing capacities. Due to the lack of
opportunities existing throughout 2000, combined with an extremely competitive
global engineering and construction environment, we restructured our Engineering
and Construction Group in late 2000 and the first quarter of 2001. Engineering,
construction, fabrication and project management capabilities are now part of
one operating segment - Kellogg Brown & Root. Based upon our technologies and
proven capabilities on complex projects, combined with recent and pending
project awards and current levels of bid activity in both the government and
non-government product service lines of the business, we are optimistic about
sustaining our financial performance in the Engineering and Construction Group
for the remainder of this year. In the latter part of this quarter we began to
see a slowdown of the economy. We also see the potential for some projects to be
cancelled or delayed by our customers which may impact activity levels next
year. We see some of the best engineering and construction project opportunities
in liquefied natural gas, gas-to-liquids, and deepwater production. Growth
opportunities also exist to provide additional support and security services to
governmental agencies in the United States and other countries, including the
United Kingdom. The demand for these services is expected to grow as governments
at all levels seek to control costs and improve services by outsourcing various
functions.
21
RESULTS OF OPERATIONS IN 2001 COMPARED TO 2000
- ----------------------------------------------
Third Quarter of 2001 Compared with the Third Quarter of 2000
Third Quarter
REVENUES ---------------------------- Increase
Millions of dollars 2001 2000 (decrease)
- ---------------------------------------------------------------------------------------
Energy Services Group $ 2,309 $ 1,736 $ 573
Engineering and Construction Group 1,082 1,288 (206)
- ---------------------------------------------------------------------------------------
Total revenues $ 3,391 $ 3,024 $ 367
=======================================================================================
Consolidated revenues in the third quarter of 2001 of $3.4 billion
increased $367 million, or 12%, compared to the third quarter of 2000.
International revenues were 61% of total revenues for the third quarter of 2001
and 64% in the third quarter of 2000.
Energy Services Group revenues were $2.3 billion for the third quarter of
2001, an increase of 33% over the third quarter of 2000. International revenues
were 56% of total revenues in the third quarter of 2001 compared to 58% in the
third quarter of 2000. Revenues increased across all product service lines
compared to the third quarter of 2000 due to higher rig activity and pricing
improvements despite the recent decline in oil and natural gas prices. Our
oilfield services product service line revenue of $1.8 billion in the third
quarter of 2001 increased 32% over the third quarter of 2000. The pressure
pumping product service line achieved revenue growth of 38% while drilling
fluids and drilling services experienced revenue growth of 34% and 25%,
respectively. Geographically, North America oilfield services revenue increased
by almost 40% while Latin America, Middle East and Asia Pacific all increased by
approximately 30%. Revenues have been slower to pick up in Europe/Africa, which
increased 16%. Revenues for the balance of the segment increased $129 million
over the third quarter of 2000 with the largest increase attributable to a major
project in Brazil that was in start-up phase in the third quarter of last year.
Integrated exploration and production information systems revenues experienced
revenue growth of 26% partially due to the acquisition of PGS Data Management as
well as increased software sales and professional services.
Engineering and Construction Group revenues were $1.1 billion for the third
quarter of 2001, a decrease of 16% from the third quarter of 2000. The decrease
was primarily due to the completion of several large international onshore
projects in the latter part of 2000 that have not yet been fully replaced with
new project awards. Approximately 72% of the segment's revenue were from
international activities in the third quarter of 2001 and 2000. Revenues from
the government operations product service line were 8% higher with increases in
activities at our shipyard in the United Kingdom, partially offset by a decrease
in a logistical support contract in the Balkans, which remains in a sustainment
phase.
Third Quarter
OPERATING INCOME -------------------------- Increase
Millions of dollars 2001 2000 (decrease)
- -------------------------------------------------------------------------------------
Energy Services Group $ 321 $ 228 $ 93
Engineering and Construction Group 39 46 (7)
General corporate (18) (26) 8
- -------------------------------------------------------------------------------------
Total operating income $ 342 $ 248 $ 94
=====================================================================================
Consolidated operating income of $342 million was 38% higher in the third
quarter of 2001 compared to the third quarter of 2000. In the third quarter of
2000, we incurred some nonrecurring items, which included the $88 million pretax
gain on the sale of marine vessels, and $9 million of expense related to the
previous chairman's early retirement. Excluding these items, operating income
more than doubled.
Energy Services Group operating income for the third quarter of 2001
increased 41% over the third quarter of 2000. Excluding the gain on the sale of
marine vessels of $88 million in the third quarter of 2000, operating income
increased 129% over the third quarter of 2000. Operating income from our
oilfield services product service line increased by 135% due to higher activity
levels during the quarter resulting in greater utilization of equipment and
personnel and improved pricing in the United States. Operating income increased
across all product service lines with pressure pumping increasing almost 140%
along with substantial increases in logging and drilling services.
Geographically, North America experienced profitability growth of over 75%
benefiting from pricing increases implemented in late 2000 and 2001. All other
international geographic regions showed significant improvements compared to the
third quarter of 2000. Operating income for the remainder of the segment
22
increased by $5 million excluding the gain on the sale of marine vessels in the
third quarter of 2000. About half of this increase in operating income was in
integrated exploration and production information systems which increased 40% on
higher revenues and improved margins.
Engineering and Construction Group operating income for the third quarter
of 2001 declined by $7 million compared to the third quarter of 2000 on lower
revenues reflecting activity levels. Operating margins in the third quarter of
2001 remained equal to the margins in the same period in the prior year despite
lower revenues.
General corporate expense decreased $8 million as the third quarter of 2000
included $9 million of expenses recorded for the early retirement of the
previous chairman.
NONOPERATING ITEMS
Interest expense of $34 million for the third quarter of 2001 decreased $4
million compared to the third quarter of 2000 due to lower average borrowings.
Interest income was $8 million in the third quarter of 2001, an increase
from the third quarter of 2000 interest income of $6 million.
Foreign exchange gains (losses), net was a $2 million loss in the third
quarter of 2001 compared to $4 million gain in the third quarter of 2000.
Provision for income taxes of $126 million resulted in an effective tax
rate of 40.1%, up from the third quarter of 2000 rate of 38.4%.
Income from continuing operations was $181 million in the third quarter of
2001 compared to $130 million in the third quarter of 2000.
Income (loss) from discontinued operations was a $2 million loss for the
third quarter of 2001 as compared to a $27 million gain for the third quarter of
2000. The loss in the third quarter of 2001 reflects asbestos related expenses
associated with previously disposed businesses. The third quarter of 2000
consists of Dresser Equipment Group's net income.
Net income for the third quarter of 2001 was $179 million, or $0.42 per
diluted share. The third quarter 2000 net income was $157 million, or $0.35 per
diluted share.
First Nine Months of 2001 Compared with the First Nine Months of 2000
First Nine Months
REVENUES --------------------------------- Increase
Millions of dollars 2001 2000 (decrease)
- ----------------------------------------------------------------------------------------------
Energy Services Group $ 6,554 $ 4,774 $ 1,780
Engineering and Construction Group 3,320 3,977 (657)
- ----------------------------------------------------------------------------------------------
Total revenues $ 9,874 $ 8,751 $ 1,123
==============================================================================================
Consolidated revenues in the first nine months of 2001 of $9.9 billion
increased 13% compared to the first nine months of 2000. International revenues
were 61% of total revenues for the first nine months of 2001 and 66% in the
first nine months of 2000 as activity and pricing in the United States increased
more rapidly than internationally.
Energy Services Group revenues increased by $1.8 billion, or 37%, for the
first nine months of 2001 from the first nine months of 2000. International
revenues were 56% of total revenues for the first nine months of 2001 as
compared to 61% for the first nine months of 2000. Revenues increased across all
product service lines due to higher worldwide rig counts and strong gas prices
combined with pricing improvements in the United States. Oilfield service
product service lines were higher by $1.4 billion for the first nine months of
2001 compared to the first nine months of 2000. Our pressure pumping business,
which represents almost 50% of total oilfield service revenue, experienced
revenue growth of 43% while logging and drilling fluids both increased by
similar percentages. Drilling services increased over 30%. Geographically, North
America revenues achieved growth of 51% and all other regions experienced
revenue growth ranging from 14% to 33%. Revenues for the remainder of the
segment increased by $400 million primarily due to a large multi-year project in
Brazil that was in the start-up phase in the third quarter of 2000.
Engineering and Construction Group revenues for the first nine months of
2001 decreased $657 million, or 17%, compared to the first nine months of 2000.
The percentage revenue decline was about the same for North America and outside
of North America. The decrease in revenues is primarily due to the completion of
several large onshore and offshore projects in 2000 which have not been replaced
with new awards. In addition, government operations product service line
23
revenues from a logistical support contract in the Balkans region decreased by
$113 million as the project moved from construction phase to sustainment phase
in the first part of 2001. Asia/Pacific product service line revenues increased
21% for the first nine months of 2001 compared to the first nine months of 2000
due to a contract awarded in mid-2001 for the construction of a railway in
Australia.
First Nine Months
OPERATING INCOME --------------------------------- Increase
Millions of dollars 2001 2000 (decrease)
- ----------------------------------------------------------------------------------------------
Energy Services Group $ 788 $ 390 $ 398
Engineering and Construction Group 82 125 (43)
General corporate (58) (60) 2
- ------------------------------------------------------------------------------ ---------------
Total operating income $ 812 $ 455 $ 357
==============================================================================================
Consolidated operating income of $812 million was 79% higher in the first
nine months of 2001 compared to the first nine months of 2000.
Energy Services Group operating income for the first nine months of 2001
more than doubled compared to the first nine months of 2000 which included a
pretax gain on the sale of marine vessels of $88 million. Our oilfield services
product service line operating income increased over $480 million, compared to
the first nine months of 2000 reflecting increased activity levels and improved
pricing particularly in the United States. Operating income increased over 150%
in pressure pumping, logging, drill bits, and drilling services product service
lines. Operating income from North America was higher by 112%, which is
attributable to higher equipment utilization and improved pricing. International
regions, particularly Latin America and the Middle East, made substantial
improvements in operating income growth for the first nine months of 2001
compared to the first nine months of 2000. Excluding the $88 million gain on the
sale of marine vessels in 2000, operating income for the remainder of the
segment was about flat for the first nine months of 2001 compared to the first
nine months of 2000.
Engineering and Construction Group operating income decreased $43 million
for the first nine months of 2001 compared to the first nine months of 2000. The
decline reflects lower revenues and the completion of large projects in 2000
that have not been replaced with new awards.
General corporate expenses for the first nine months of 2001 were $58
million compared to $60 million for the first nine months of 2000.
NONOPERATING ITEMS
Interest expense of $115 million for the first nine months of 2001
increased $11 million compared to the first nine months of 2000. The increase is
due to higher levels of short-term debt outstanding through April 2001. This
increase in short-term debt was primarily due to repurchases of our common stock
under our repurchase program and borrowings associated with the PGS Data
Management acquisition. Cash proceeds of $1.27 billion in April 2001 from the
sale of our remaining businesses within the Dresser Equipment Group was used to
repay our short-term borrowings.
Interest income was $18 million in the first nine months of 2001 and
increased $2 million compared to the first nine months in 2000.
Foreign exchange gains (losses), net was a $6 million loss in the first
nine months of 2001 compared to a $3 million loss in the first nine months of
2000.
Provision for income taxes of $285 million resulted in an effective tax
rate of 40.2% for the first nine months of 2001, up from the rate of 38.6% for
the first nine months of 2000.
Income from continuing operations was $410 million in the first nine months
of 2001 compared to $209 million in the first nine months of 2000.
Income (loss) from discontinued operations was a $40 million net loss, or
$0.09 per diluted share, in 2001, principally due to accrued expenses related to
asbestos claims of disposed businesses (see Note 7). This loss was partially
offset by net income from the Dresser Equipment Group of $0.05 per diluted share
for the first quarter of 2001. Income from discontinued operations of $72
million, or $0.16 per diluted share, for the first nine months of 2000 is the
net income from the Dresser Equipment Group.
Gain on disposal of discontinued operations of $299 million after-tax, or
$0.70 per diluted share, in 2001 resulted from the sale of our remaining
businesses in the Dresser Equipment Group in April 2001. For the first nine
months of 2000, the gain on disposal of discontinued operations of $215 million
24
after-tax, or $0.48 per diluted share, resulted from the sale of our 51%
interest in Dresser-Rand, formerly part of the Dresser Equipment Group, in
January 2000.
Cumulative effect of accounting change, net of $1 million reflects the
impact of adoption of Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging Activities." After recording
the cumulative effect of the change our estimated annual expense under SFAS No.
133 is not expected to be materially different from amounts expensed under the
prior accounting treatment.
Net income for the first nine months of 2001 was $670 million, or $1.56 per
diluted share. Net income for the first nine months of 2000 was $496 million, or
$1.11 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
We ended the third quarter of 2001 with cash and equivalents of $227
million, a decrease of $4 million from the end of 2000.
Cash flows from operating activities provided $556 million in the first
nine months of 2001 compared to using $189 million in the first nine months of
2000. Working capital items, which include receivables, inventories, accounts
payable and other working capital, net, used $494 million of cash in the first
nine months of 2001 compared to $498 million in the first nine months of 2000.
Cash flows used in investing activities were $620 million in the first nine
months of 2001 and $207 million in the first nine months of 2000. Capital
expenditures in the first nine months of 2001 were $568 million as compared to
$367 million for the first nine months of 2000. In March 2001 we acquired the
PGS Data Management division of Petroleum Geo-Services ASA for approximately
$175 million cash.
Cash flows from financing activities used $1.1 billion in the first nine
months of 2001 as compared to $572 million for the first nine months of 2000. We
used the proceeds from the sale of the remaining businesses in Dresser Equipment
Group in April 2001, the sale of Dresser-Rand and the collection of a note from
the fourth quarter of 1999 sale of Ingersoll-Dresser Pump received in early 2000
to reduce short-term debt. We paid dividends of $161 million to our shareholders
in the first nine months of 2001 as compared to $167 million in the first nine
months of 2000. On July 12, 2001 we issued $425 million of two and five year
medium-term notes under our medium-term note program. The notes consist of $275
million of 6% fixed rate notes due August 1, 2006 and $150 million of floating
rate notes due July 16, 2003. Net proceeds from the two medium-term note
offerings were used to reduce short-term debt. In addition, during 2001 we
repurchased $25 million of common stock under our share repurchase program and
$8 million from employees to settle their income tax liabilities primarily for
restricted stock lapses.
Cash flows from discontinued operations provided $1.2 billion in the first
nine months of 2001 as compared to $826 million for the first nine months of
2000. Cash flows for 2001 include the proceeds from the sale of the remainder of
Dresser Equipment Group of $1.3 billion. Cash flows for 2000 include $913
million of proceeds from the sales of our joint venture interests in
Dresser-Rand and Ingersoll-Dresser Pump.
Capital resources from internally generated funds and access to capital
markets are sufficient to fund our working capital requirements and investing
activities. Our combined short-term notes payable and long-term debt was 27% of
total capitalization at September 30, 2001 compared to 40% at December 31, 2000.
ASBESTOS LITIGATION
New asbestos claims filed against us during the third quarter of 2001 were
lower than the previous two quarters. In addition, we settled about 11,000
claims during the third quarter. During the second quarter we became aware that
a former subsidiary of Dresser, Harbison-Walker Refractories Company, is failing
to provide us with an adequate indemnity and defense from asbestos claims it
assumed when it was spun-off by Dresser in 1992. A more complete discussion of
these matters is contained in Note 7 to our Quarterly Financial Statements.
ENVIRONMENTAL MATTERS
We are subject to numerous environmental, legal and regulatory requirements
related to our operations worldwide. As a result of those obligations, we are
involved in environmental litigation and claims, the clean-up of properties we
own or have operated, and efforts to meet or correct compliance-related matters.
25
SHARE REPURCHASE PROGRAM
On April 25, 2000 our Board of Directors approved a plan to implement a
share repurchase program for up to 44 million shares, or about 10% of our
outstanding common stock. In the third quarter of 2001, we repurchased 1.2
million shares of common stock at a cost of $25 million. As of September 30,
2001 we had repurchased over 21 million shares at a cost of about $783 million
under this plan.
ACCOUNTING CHANGES
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 "Business Combinations" which requires
the purchase method of accounting for business combination transactions
initiated after June 30, 2001.
In July 2001, the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill and Other Intangible Assets". The statement requires that goodwill
recorded on acquisitions completed prior to July 1, 2001 be amortized through
December 31, 2001. Goodwill amortization is precluded on acquisitions completed
after June 30, 2001. Effective January 1, 2002, goodwill will no longer be
amortized but will be tested for impairment as set forth in the statement. We
are currently reviewing the new standard and evaluating the effects of this
standard on our future financial condition, results of operations, and
accounting policies and practices. Pretax amortization of goodwill for the first
nine months of 2001 totaled $32 million.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
143 "Accounting for Asset Retirements Obligations" which addresses the financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated assets retirement cost. The new
standard will be effective for us beginning January 1, 2003, and we are
currently reviewing and evaluating the effects this standard will have on our
future financial condition, results of operations, and accounting policies and
practices.
In October 2001, the Financial Accounting Standards Board issued SFAS No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets". This
Statement supercedes SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of", and the accounting and
reporting provisions of APB 30, "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". The new standard will be
effective for us beginning January 1, 2002, and we are currently reviewing and
evaluating the effects this standard will have on our future financial
condition, results of operations, and accounting policies and practices.
CONVERSION TO THE EURO CURRENCY
In 1999 some member countries of the European Union established fixed
conversion rates between their existing currencies and the European Union's
common currency (euro). This action was the first step towards transition from
existing national currencies to the use of the euro as a common currency. The
transition period for the introduction of the euro ends June 30, 2002. Issues
resulting from the introduction of the euro include converting information
technology systems, reassessing currency risk, negotiating and amending existing
contracts and processing tax and accounting records. We have been and continue
to address these issues and do not expect the transition to the euro to have a
material effect on our financial condition or results of operations. A majority
of our operations in the Euro zone are now transacting most of their business in
the euro.
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,"
"believes," "do not believe," "expects," "do not expect," "do not anticipate,"
and similar expressions. We may also provide oral or written forward-looking
information in other materials we release to the public. Forward-looking
information involves risks and uncertainties and reflects our best judgement
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 operations may vary materially.
26
While it is not possible to identify all factors, we continue to face many
risks and uncertainties that could cause actual results to differ from our
forward-looking statements including:
Geopolitical and legal
o trade restrictions and economic embargoes imposed by the United States
and other countries;
o unsettled political conditions, war, the effects of terrorism, civil
unrest, currency controls and governmental actions in the numerous
countries in which we operate;
o operations in countries with significant amounts of political risk,
including, for example, Algeria, Angola, Libya, Nigeria, and Russia;
o changes in foreign exchange rates;
o changes in governmental regulations in the numerous countries in which
we operate including, for example, regulations that:
- encourage or mandate the hiring of local contractors; and
- require foreign contractors to employ citizens of, or purchase
supplies from, a particular jurisdiction;
o litigation, including, for example, contract disputes, asbestos
litigation, insurance litigation, and environmental litigation; and
o environmental laws, including, for example, those that require emission
performance standards for facilities;
Weather related
o the effects of severe weather conditions, including, for example,
hurricanes and tornadoes, on operations and facilities; and
o the impact of prolonged severe or mild weather conditions on the demand
for and price of oil and natural gas;
Customers
o the magnitude of governmental spending and outsourcing for military and
logistical support of the type that we provide;
o changes in capital spending by customers in the oil and gas industry for
exploration, development, production, processing, refining, and pipeline
delivery networks;
o changes in capital spending by governments for infrastructure projects
of the sort that we perform;
o consolidation of customers in the oil and gas industry; and
o claim negotiations with engineering and construction customers on cost
variances and change orders on major projects;
Industry
o technological and structural changes in the industries that we serve;
o sudden changes in energy prices that could undermine the fundamental
strength of the world economy or our customers;
o changes in the price of oil and natural gas, resulting from:
- OPEC's ability to set and maintain production levels and prices for
oil;
- the level of oil production by non-OPEC countries;
- the policies of governments regarding exploration for and production
and development of their oil and natural gas reserves; and
- the level of demand for oil and natural gas;
o changes in the price or the availability of commodities that we use;
o risks that result from entering into fixed fee engineering, procurement
and construction projects of the types that we provide where failure to
meet schedules, cost estimates or performance targets could result in
nonreimbursable costs which cause the project not to meet our expected
profit margins;
o risks that result from entering into complex business arrangements for
technically demanding projects where failure by one or more parties
could result in monetary penalties; and
o the risk inherent in the use of derivative instruments of the sort that
we use which could cause a change in value of the derivative instruments
as a result of:
- adverse movements in foreign exchange rates, interest rates, or
commodity prices, or
- the value and time period of the derivative being different than the
exposures or cash flows being hedged;
27
Personnel and mergers/reorganizations/dispositions
o increased competition in the hiring and retention of employees in
specific areas, including, for example, energy services operations,
accounting and finance;
o integration of acquired businesses into Halliburton, including:
- standardizing information systems or integrating data from multiple
systems;
- maintaining uniform standards, controls, procedures and policies; and
- combining operations and personnel of acquired businesses with ours;
o effectively reorganizing operations and personnel within Halliburton;
o replacing discontinued lines of businesses with acquisitions that add
value and complement our core businesses; and
o successful completion of planned dispositions.
In addition, future trends for pricing, margins, revenues and profitability
remain difficult to predict in the industries we serve. 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 10-Q, 8-K and 10-K reports to the United States Securities and
Exchange Commission. 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
We are exposed to financial instrument market risk from changes in foreign
currency exchange rates, interest rates and to a limited extent, commodity
prices. We selectively manage these exposures through the use of derivative
instruments to mitigate our market risk from these exposures. The objective of
our risk management program is to protect our cash flows related to interest
rates and sales or purchases of goods or services from market fluctuations. Our
use of derivative instruments includes the following types of market risk:
o volatility of the currency and interest rates;
o time horizon of the derivative instruments;
o market cycles; and
o the type of derivative instruments used.
We do not use derivative instruments for trading purposes. We do not
consider any of these risk management activities to be material.
28
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
* 10.1 Annual Performance Pay Plan as amended and restated effective
January 1, 2001.
* 10.2 Performance Unit Program.
* Filed with this Form 10-Q.
(b) Reports on Form 8-K
Date Filed Date of Earliest Event Description of Event
- --------------------------- ------------------------ ----------------------------------------------------------
During the third quarter of 2001:
July 12, 2001 July 12, 2001 Item 5. Other Events for a press release announcing the
issuance of $275 million of fixed-rate notes due August
1, 2006 and $150 million of floating notes due July 16,
2003 for a total of $425 million in medium-term notes.
July 20, 2001 July 19, 2001 Item 5. Other Events for a press release announcing the
board of directors declared a 2001 third quarter
dividend of 12.5 cents a share payable September 27,
2001 to shareholders of record at the close of business
on September 6, 2001.
July 27, 2001 July 25, 2001 Item 5. Other Events for a press release announcing 2001
second quarter earnings.
July 27, 2001 July 25, 2001 Item 5. Other Events for a press release announcing
Douglas L. Foshee as executive vice president and chief
financial officer effective August 6, 2001.
During the fourth quarter of 2001:
October 19, 2001 October 18, 2001 Item 5. Other Events for a press release announcing the
signing of a letter of intent to combine Halliburton
Subsea and DSND Subsea ASA.
October 26, 2001 October 23, 2001 Item 5. Other Events for a press release announcing 2001
third quarter earnings.
October 30, 2001 October 26, 2001 Item 5. Other Events for a press release announcing the
board of directors declared a 2001 fourth quarter
dividend of 12.5 cents a share payable December 20, 2001
to shareholders of record at the close of business on
November 29, 2001.
November 6, 2001 November 1, 2001 Item 5. Other Events for a press release announcing that
Halliburton KBR, formerly Kellogg Brown & Root, has acquired
GVA Consultants AB from British Maritime Technology Limited
for an undisclosed amount.
November 7, 2001 October 30, 2001 Item 5. Other Events for a press release announcing
Halliburton's dispute of asbestos claims relating to a
verdict in a Mississippi trial.
29
SIGNATURES
As required by the Securities Exchange Act of 1934, the registrant has
authorized this report to be signed on behalf of the registrant by the
undersigned authorized individuals.
HALLIBURTON COMPANY
Date: November 8, 2001 By: /s/ Douglas L. Foshee
------------------------- -----------------------------------
Douglas L. Foshee
Executive Vice President and
Chief Financial Officer
/s/ R. Charles Muchmore, Jr.
----------------------------------
R. Charles Muchmore, Jr.
Vice President and Controller and
Principal Accounting Officer
30
HALLIBURTON ANNUAL PERFORMANCE PAY PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001
INDEX
ARTICLE I.................................................................... 1
PURPOSE...................................................................... 1
ARTICLE II................................................................... 1
DEFINITIONS.................................................................. 1
2.1 Definitions................................................ 1
2.2 Number..................................................... 4
2.3 Headings................................................... 4
ARTICLE III.................................................................. 5
PARTICIPATION................................................................ 5
3.1 Participants............................................... 5
3.2 Partial Plan Year Participation............................ 5
3.3 No Right to Participate.................................... 6
3.4 Plan Exclusive............................................. 6
3.5 Consent to Dispute Resolution.............................. 6
ARTICLE IV................................................................... 6
ADMINISTRATION............................................................... 6
ARTICLE V.................................................................... 7
REWARD DETERMINATIONS........................................................ 7
5.1 Performance Measures....................................... 7
5.2 Performance Requirements................................... 7
5.3 Reward Determinations...................................... 7
5.4 Reward Opportunities ...................................... 8
5.5 Discretionary Adjustments.................................. 8
5.6 Discretionary Bonuses...................................... 8
ARTICLE VI................................................................... 8
DISTRIBUTION OF REWARDS...................................................... 8
6.1 Form and Timing of Payment................................. 8
6.2 Excess Remuneration........................................ 9
6.3 Elective Deferral.......................................... 9
6.4 Tax Withholding............................................ 9
ii
ARTICLE VII.................................................................. 9
TERMINATION OF EMPLOYMENT.................................................... 9
7.1 Termination of Service During Plan Year.................... 9
7.2 Termination of Service After End of Plan Year
But Prior to the Payment Date.............................. 10
ARTICLE VIII................................................................. 10
RIGHTS OF PARTICIPANTS AND BENEFICIARIES..................................... 10
8.1 Status as a Participant or Beneficiary..................... 10
8.2 Employment................................................. 10
8.3 Nontransferability......................................... 11
8.4 Nature of Plan............................................. 11
ARTICLE IX................................................................... 12
CORPORATE CHANGE............................................................. 12
ARTICLE X.................................................................... 12
AMENDMENT AND TERMINATION.................................................... 12
ARTICLE XI................................................................... 12
MISCELLANEOUS................................................................ 12
11.1 Governing Law.............................................. 12
11.2 Severability............................................... 13
11.3 Successor.................................................. 13
11.4 Effective Date............................................. 13
iii
HALLIBURTON
ANNUAL PERFORMANCE PAY PLAN
The Compensation Committee of Directors of Halliburton Company, having
heretofore established the Halliburton Annual Performance Pay Plan (formerly
known as the Annual Reward Plan), pursuant to the provisions of Article X of
said Plan, hereby amends and restates said Plan to be effective in accordance
with the provisions of Section 11.4 hereof.
ARTICLE I
PURPOSE
The purpose of the Halliburton Annual Performance Pay Plan (the "Plan") is
to reward management and other key employees of the Company and its Affiliates
for improving financial results which drive the creation of value for
shareholders of the Company and thereby, serve to attract, motivate, reward and
retain high caliber employees required for the success of the Company. The Plan
provides a means to link total and individual cash compensation to Company
performance, as measured by Cash Value Added ("CVA"), a demonstrated driver of
shareholder value, and, where appropriate, additional performance measures which
drive CVA.
ARTICLE II
DEFINITIONS
2.1 Definitions. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
"Affiliate" shall mean a Subsidiary of the Company or a division
or designated group of the Company or a Subsidiary.
"Base Salary" shall mean the regular cash compensation actually paid
during a Plan Year to a Participant for services rendered or labor
performed while participating in the Plan, including base pay a
Participant could have received in cash in lieu of (i) contributions made
on such Participant's behalf to a qualified Plan maintained by the
Company or to any cafeteria plan under Section 125 of the Code
maintained by the Company and (ii) deferrals of compensation made at the
1
Participant's election pursuant to a plan or arrangement of the Company or
an Affiliate, but excluding any Rewards under this Plan and any other
bonuses, incentive pay or special awards.
"Beneficiary" shall mean the person, persons, trust or trusts entitled
by Will or the laws of descent and distribution to receive the benefits
specified under the Plan in the event of the Participant's death prior to
full payment of a Reward.
"Board of Directors" shall mean the Board of Directors of the Company.
"Business Unit CVA" shall mean the respective CVA of designated
business units, each calculated on an aggregate basis for their respective
operations.
"Cause" shall mean (i) the conviction of the Participant of a felony
under Federal law or the law of the state in which such action occurred,
(ii) dishonesty in course of fulfilling the Participant's employment duties
or (iii) the disclosure by the Participant to any unauthorized person or
competitor of any confidential information or confidential knowledge as to
the business or affairs of the Company and its Affiliates.
"CEO" shall mean the Chief Executive Officer of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Compensation Committee of Directors of the
Company, appointed by the Board of Directors from among its members, no
member of which shall be an employee of the Company or a Subsidiary.
"Common Stock" shall mean the common stock, par value $2.50 per share
of Halliburton Company.
"Company" shall mean Halliburton Company and its successors.
"Company CVA" shall mean CVA calculated on a consolidated basis.
"Corporate Change" shall mean one of the following events: (i) the
merger, consolidation or other reorganization of the Company in which the
outstanding Common 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), cash or
property; (ii) the sale, lease or exchange of all or substantially all of
the assets of the Company to another corporation or entity (except a direct
or indirect wholly owned Subsidiary); (iii) the adoption by the
stockholders of the Company of a plan of liquidation and dissolution; (iv)
the acquisition (other than any acquisition pursuant to any other clause of
this definition) by any person or entity, including, without limitation, a
"group" as contemplated by Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, of beneficial ownership, as contemplated by such
Section, of more than twenty percent (based on voting power) of the
Company's outstanding capital stock; or (v) as a result of or in connection
2
with a contested election of directors, the persons who were directors of
the Company before such election shall cease to constitute a majority of
the Board.
"CVA" shall mean the difference between operating cash flow and a
capital charge, calculated in accordance with the criteria and guidelines
set forth in the Corporate Policy entitled "Cash Value Added (CVA)," as in
effect at the time any such calculation is made.
"CVA Drivers" shall mean such additional performance measures (either
objective or subjective) as may be approved by the CEO from time to time to
reinforce key operating and strategic goals important to the Company and
its business units. Particular CVA Drivers may vary from business unit to
business unit and from Participant to Participant within a particular
business unit as deemed appropriate according to the needs of the
applicable business unit.
"Dispute Resolution Program" shall mean the Halliburton Dispute
Resolution Plan.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Group CVA" shall mean the respective CVA of the Halliburton Energy
Services Group and the Engineering and Construction Group, each calculated
on an aggregate basis for their respective operations.
"Key Employees" shall mean regular, full-time employees of the Company
or an Affiliate below the Officer level.
"Officer" shall mean a full officer of the Company or an Affiliate.
"Participant" shall mean any active employee of the Company or an
Affiliate who participates in the Plan pursuant to the provisions of
Article III hereof. An employee shall not be eligible to participate in the
Plan while on a leave of absence.
"Participant Category" shall mean a grouping of Participants
determined in accordance with the applicable provisions of Article III.
"Payment Date" shall mean, with respect to a particular Plan Year, the
last business day of February of the year next following the end of such
Plan Year.
"Performance Goals" shall mean, for a particular Plan Year,
established levels of applicable Performance Measures.
"Performance Measures" shall mean the criteria used in determining
Performance Goals for particular Participant Categories, which may
3
include one or more of the following: Company CVA, Group CVA, Business Unit
CVA and CVA Drivers.
"Plan" shall mean the Halliburton Annual Performance Pay Plan as
amended and restated effective January 1, 2001, and as the same may
thereafter be amended from time to time.
"Plan Year" shall mean the calendar year ending December 31, 1995 and
each subsequent calendar year thereafter.
"Reward" shall mean the dollar amount of incentive compensation
payable to a Participant under the Plan for a Plan Year determined in
accordance with Section 5.3.
"Reward Opportunity" shall mean, with respect to each Participant
Category, incentive reward payment amounts, expressed as a percentage of
Base Salary, which corresponds to various levels of pre-established
Performance Goals, determined pursuant to the Reward Schedule.
"Reward Schedule" shall mean the schedule which aligns the level of
achievement of applicable Performance Goals with Reward Opportunities for a
particular Plan Year, such that the level of achievement of the
pre-established Performance Goals at the end of such Plan Year will
determine the actual Reward.
"Senior Executive" shall have the meaning set forth in Corporate
Policy 3-9002, Executive Compensation Administration, as such Policy may
from time to time be amended.
"Subsidiary" shall mean any corporation 50 percent or more of whose
voting power is owned, directly or indirectly, by the Company.
2.2 Number. 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.
2.3 Headings. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between headings and the
text of the Plan, the text shall control.
4
ARTICLE III
PARTICIPATION
3.1 Participants. Active employees who are Senior Executives as of the
beginning of each Plan Year shall be Participants for such Plan Year. In
addition, such other Officers and Key Employees as may be designated annually as
Participants by the CEO prior to the last day of March each Plan Year shall be
Participants for such Plan Year.
3.2 Partial Plan Year Participation. If, after the beginning of a Plan
Year, an employee who was not previously a Participant for such Plan Year (i) is
newly appointed or elected as a Senior Executive or (ii) returns to active
employment as a Senior Executive following a leave of absence, such employee
shall become a Participant effective with such appointment or election or return
to active service, as the case may be, for the balance of the Plan Year, on a
prorated basis, unless the Committee shall determine, in its sole discretion,
that the participation shall be delayed until the beginning of the next Plan
Year. If, after the beginning of the Plan Year, (i) a person is newly elected or
appointed as an Officer (other than a Senior Executive) or is newly hired,
promoted or transferred into a position in which he or she is a Key Employee, or
(ii) an employee who was not previously a Participant for such Plan Year returns
to active employment as an Officer (other than a Senior Executive) or a Key
Employee following a leave of absence, the CEO, or his delegate, may designate
such person as a Participant for the pro rata portion of such Plan Year
beginning on the first day of the month following such designation.
If an employee who has previously been designated as a Participant for a
particular Plan Year takes a leave of absence during such Plan Year, all of such
Participant's rights to a Reward for such Plan Year shall be forfeited, unless
the Committee (with respect to a Participant who is a Senior Executive) or the
CEO (with respect to any other Participant) shall determine that such
Participant's Reward for such Plan Year shall be prorated based upon that
portion of the Plan Year during which he or she was an active Participant, in
which case the prorated portion of the Reward shall be paid in accordance with
the provisions of Section 6.1.
5
Each Participant shall be assigned to a Participant Category at the time he
or she becomes a Participant for a particular Plan Year. If a Participant
thereafter incurs a change in status due to promotion, demotion, reassignment or
transfer, (i) the Committee, in the case of the CEO or other Senior Executive,
or (ii) the CEO, or his delegate, in the case of any other Participant, may
approve such adjustment in such Participant's Reward Opportunity as deemed
appropriate under the circumstances (including termination of participation in
the Plan for the remainder of the Plan Year), such adjustment to be made on a
pro rata basis for the balance of the Plan Year effective with the first day of
the month following such approval, unless some other effective date is
specified. All such approvals shall be documented in writing and filed with the
Plan records for the applicable Plan Year.
3.3 No Right to Participate. Except as provided in Sections 3.1 and 3.2,
no Participant or other employee of the Company or an Affiliate shall, at any
time, have a right to participate in the Plan for any Plan Year, notwithstanding
having previously participated in the Plan.
3.4 Plan Exclusive. No employee shall simultaneously participate in this
Plan and in any other short-term incentive plan of the Company or an Affiliate
unless such employee's participation in such other plan is approved by the CEO,
or his delegate.
3.5 Consent to Dispute Resolution. Participation in the Plan constitutes
consent by the Participant to be bound by the terms and conditions of the
Dispute Resolution Program which in substance requires that all disputes arising
out of or in any way related to employment with the Company or its Affiliates,
including any disputes concerning the Plan, be resolved exclusively through such
program, which includes binding arbitration as the last step.
ARTICLE IV
ADMINISTRATION
Each Plan Year, the Committee shall establish the basis for payments under
the Plan in relation to given Performance Goals, as more fully described in
Article V hereof, and, following the end of each Plan Year, determine the actual
Reward payable for each Participant Category. The Committee is authorized to
6
construe and interpret the Plan, to prescribe, amend and rescind rules,
regulations and procedures relating to its administration and to make all other
determinations necessary or advisable for administration of the Plan. The CEO
shall have such authority as is expressly provided in the Plan. In addition, as
permitted by law, the Committee and the CEO may delegate such of their
respective authority granted under the Plan as deemed appropriate; provided,
however, that (i) the Committee may not delegate its authority with respect to
matters relating to the CEO and other Senior Executives and (ii) the Committee
and the CEO may not delegate their respective authority under Article V hereof.
Decisions of the Committee and the CEO, or their respective delegates, in
accordance with the authority granted hereby or delegated pursuant hereto shall
be conclusive and binding. Subject only to compliance with the express
provisions hereof, the Committee, the CEO and their respective delegates may act
in their sole and absolute discretion with respect to matters within their
authority under the Plan.
ARTICLE V
REWARD DETERMINATIONS
5.1 Performance Measures. CVA shall be the primary Performance Measure
in determining Performance Goals for any Plan Year. In addition, appropriate
CVA Drivers applicable to particular Participants may also be used as
Performance Measures.
5.2 Performance Requirements. Prior to the last day of February of each
Plan Year, (i) the Committee shall approve the Company CVA, applicable Group CVA
and applicable Business Unit CVA Performance Goals and the CEO shall approve
appropriate CVA Drivers applicable to certain Participants and (ii) the
Committee shall establish a Reward Schedule which aligns the level of
achievement of applicable Performance Goals with Reward Opportunities, such that
the level of achievement of the pre-established Performance Goals at the end of
the Plan Year will determine the actual Reward.
5.3 Reward Determinations. After the end of each Plan Year, (i) the
Committee shall determine the extent to which the Performance Goals (other than
CVA Drivers) have been achieved and (ii) the CEO shall determine the extent to
7
which the applicable CVA Drivers have been achieved, and the amount of the
Reward shall be computed for each Participant in accordance with the Reward
Schedule.
5.4 Reward Opportunities. The established Reward Opportunities may vary in
relation to the Participant Categories and within the Participant Categories.
In the event a Participant changes Participant Categories during a Plan Year,
the Participant's Reward Opportunities shall be adjusted in accordance with the
applicable provisions of Section 3.2.
5.5 Discretionary Adjustments. Once established, Performance Goals will
not be changed during the Plan Year. However, if the Committee, in its sole and
absolute discretion, determines that there has been (i) a change in the
business, operations, corporate or capital structure, (ii) a change in the
manner in which business is conducted or (iii) any other material change or
event which will impact one or more Performance Goals in a manner the Committee
did not intend, then the Committee may, reasonably contemporaneously with such
change or event, make such adjustments as it shall deem appropriate and
equitable in the manner of computing the relevant Performance Measures
applicable to such Performance Goal or Goals for the Plan Year; provided,
however, that the CEO shall be authorized, subject to the review and oversight
of the Committee, to make adjustments in the manner of computing one or more CVA
Drivers if, when evaluated in accordance with the standards set forth in the
preceding sentence, he shall deem such adjustments to be appropriate and
equitable.
5.6 Discretionary Bonuses. Notwithstanding any other provision contained
herein to the contrary, the Committee may, in its sole discretion, make such
other or additional bonus payments to a Participant as it shall deem
appropriate.
ARTICLE VI
DISTRIBUTION OF REWARDS
6.1 Form and Timing of Payment. Except as otherwise provided below, the
amount of each Reward shall be paid in cash on the Payment Date, or as soon
thereafter as practicable. In the event of termination of a Participant's
8
employment prior to the Payment Date for any reason other than death (in which
case payment shall be made in accordance with the applicable provisions of
Article VII), the amount of any Reward (or prorated portion thereof) payable
pursuant to the provisions of Sections 7.1 or 7.2 shall be paid in cash on the
Payment Date, or as soon thereafter as practicable.
6.2 Excess Remuneration. Notwithstanding the provisions of Section 6.1, to
the extent that incentive compensation hereunder does not qualify as
performance-based compensation pursuant to Section 162(m) of the Code, the
Committee may, in its discretion, with respect to a Participant who is a
"covered employee" for purposes of Section 162(m), determine that payment of
that portion of a Reward which would otherwise cause such Participant's
compensation to exceed the limitation on the amount of compensation deductible
by the Company in any taxable year pursuant to such Section 162(m), be deferred
until such Participant is no longer a "covered employee." In such case, interest
shall be credited on the portion of the Reward deferred for the period of the
deferral as provided pursuant to Article IV of the Halliburton Company Benefit
Restoration Plan, as amended, or other applicable plan.
6.3 Elective Deferral. Nothing herein shall be deemed to preclude a
Participant's election to defer receipt of a percentage of his or her Reward
beyond the time such amount would have been payable hereunder pursuant to the
Halliburton Elective Deferral Plan or other similar plan.
6.4 Tax Withholding. The Company or employing entity through which payment
of a Reward is to be made shall have the right to deduct from any payment
hereunder any amounts that Federal, state, local or foreign tax laws require
with respect to such payments.
ARTICLE VII
TERMINATION OF EMPLOYMENT
7.1 Termination of Service During Plan Year. In the event a Participant's
employment is terminated prior to the last business day of a Plan Year for any
reason other than death, normal retirement at or after age 65 or disability (as
determined by the CEO or his delegate), all of such Participant's rights to a
Reward for such Plan Year shall be forfeited, unless the Committee (with respect
9
to a Participant who was the CEO or other Senior Executive) or the CEO (with
respect to any other Participant) shall determine that such Participant's Reward
for such Plan Year shall be prorated based upon that portion of the Plan Year
during which he or she was a Participant, in which case the prorated portion of
the Reward shall be paid in accordance with the provisions of Section 6.1. In
the case of death during the Plan Year, the prorated amount of such
Participant's Reward shall be paid to the Participant's estate, or if there is
no administration of the estate, to the heirs at law, on the Payment Date, or as
soon thereafter as practicable. In the case of disability or normal retirement
at or after age 65, the prorated amount of a Participant's Reward shall be paid
in accordance with the provisions of Section 6.1.
7.2 Termination of Service After End of Plan Year But Prior to the Payment
Date. If a Participant's employment is terminated after the end of the
applicable Plan Year, but prior to the Payment Date, for any reason other than
termination for Cause, the amount of any Reward applicable to such Plan Year
shall be paid to the Participant in accordance with the provisions of Section
6.1, except in the case of death, in which case the amount of the Reward then
unpaid shall be paid to such Participant's estate, or if there is no
administration of the estate, to the heirs at law, as soon as practicable.
If a Participant's employment is terminated for Cause, all of such
Participant's rights to a Reward applicable to such Plan Year shall be
forfeited.
ARTICLE VIII
RIGHTS OF PARTICIPANTS AND BENEFICIARIES
8.1 Status as a Participant or Beneficiary. Neither status as a
Participant or Beneficiary shall be construed as a commitment that any Reward
will be paid or payable under the Plan.
8.2 Employment. Nothing contained in the Plan or in any document related
to the Plan or to any Reward shall confer upon any Participant any right to
continue as an employee or in the employ of the Company or an Affiliate or
constitute any contract or agreement of employment for a specific term or
10
interfere in any way with the right of the Company or an Affiliate to reduce
such person's compensation, to change the position held by such person or to
terminate the employment of such person, with or without cause.
8.3 Nontransferability. No benefit payable under, or interest in, this
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge and any such attempted action shall be
void and no such benefit or interest shall be, in any manner, liable for, or
subject to, debts, contracts, liabilities or torts of any Participant or
Beneficiary; provided, however, that, nothing in this Section 8.3 shall prevent
transfer (i) by Will, (ii) by applicable laws of descent and distribution or
(iii) pursuant to an order that satisfies the requirements for a "qualified
domestic relations order" as such term is defined in section 206(d)(3)(B) of
ERISA and section 414(p)(1)(A) of the Code, including an order that requires
distributions to an alternate payee prior to a Participant's "earliest
retirement age" as such term is defined in section 206(d)(3)(E)(ii) of ERISA and
section 414(p)(4)(B) of the Code. Any attempt at transfer, assignment or other
alienation prohibited by the preceding sentence shall be disregarded and all
amounts payable hereunder shall be paid only in accordance with the provisions
of the Plan.
8.4 Nature of Plan. No Participant, Beneficiary or other person shall have
any right, title or interest in any fund or in any specific asset of the Company
or any Affiliate by reason of any Reward hereunder. There shall be no funding of
any benefits which may become payable hereunder. Nothing contained in the Plan
(or in any document related thereto), nor the creation or adoption of the Plan,
nor any action taken pursuant to the provisions of the Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company or an Affiliate and any Participant, Beneficiary or other person. To the
extent that a Participant, Beneficiary or other person acquires a right to
receive payment with respect to a Reward hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company or other
employing entity, as applicable. All amounts payable under the Plan shall be
11
paid from the general assets of the Company or employing entity, as applicable,
and no special or separate fund or deposit shall be established and no
segregation of assets shall be made to assure payment of such amounts. Nothing
in the Plan shall be deemed to give any employee any right to participate in the
Plan except in accordance herewith.
ARTICLE IX
CORPORATE CHANGE
In the event of a Corporate Change, (i) with respect to a Participant's
Reward Opportunity for the Plan Year in which the Corporate Change occurred,
such Participant shall be entitled to an immediate cash payment equal to the
maximum amount of Reward he or she would have been entitled to receive for the
Plan Year, prorated to the date of the Corporate Change; and (ii) with respect
to a Corporate Change that occurs after the end of the Plan Year but prior to
the Payment Date, a Participant shall be entitled to an immediate cash payment
equal to the Reward earned for such Plan Year.
ARTICLE X
AMENDMENT AND TERMINATION
Notwithstanding anything herein to the contrary, the Committee may, at any
time, terminate or, from time to time amend, modify or suspend the Plan;
provided, however, that, without the prior consent of the Participants affected,
no such action may adversely affect any rights or obligations with respect to
any Rewards theretofore earned for a particular Plan Year, whether or not the
amounts of such Rewards have been computed and whether or not such Rewards are
then payable.
ARTICLE XI
MISCELLANEOUS
11.1 Governing Law. The Plan and all related documents shall be governed
by, and construed in accordance with, the laws of the State of Texas, without
giving effect to the principles of conflicts of law thereof, except to the
extent preempted by federal law. The Federal Arbitration Act shall govern all
matters with regard to arbitrability.
12
11.2 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.
11.3 Successor. All obligations of the Company under the Plan shall be
binding upon and inure to the benefit of any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
11.4 Effective Date. This amendment and restatement of the Plan shall be
effective from and after January 1, 2001, and shall remain in effect until such
time as it may be terminated or amended pursuant to Article X.
13
HALLIBURTON COMPANY
PERFORMANCE UNIT PROGRAM
TERMS AND CONDITIONS
TABLE OF CONTENTS
ARTICLE I..................................................................... 1
PURPOSE....................................................................... 1
ARTICLE II.................................................................... 1
DEFINITIONS................................................................... 1
2.1 Definitions................................................. 1
2.2 Number...................................................... 4
2.3 Headings.................................................... 4
ARTICLE III................................................................... 4
PARTICIPATION................................................................. 4
3.1 Participants................................................ 4
3.2 Partial Performance Cycle Participation..................... 4
3.3 No Right to Participate..................................... 5
3.4 Consent to Dispute Resolution............................... 5
ARTICLE IV.................................................................... 6
ADMINISTRATION................................................................ 6
ARTICLE V..................................................................... 6
AWARD DETERMINATIONS.......................................................... 6
5.1 Performance Measures........................................ 6
5.2 Performance Requirements.................................... 6
5.3 Award Determinations........................................ 7
5.4 Incentive Opportunities .................................... 7
5.5 Discretionary Adjustments................................... 7
ARTICLE VI.................................................................... 7
DISTRIBUTION OF AWARDS........................................................ 7
6.1 Form and Timing of Payment.................................. 7
6.2 Excess Remuneration......................................... 8
6.3 Elective Deferral........................................... 8
6.4 Tax Withholding............................................. 8
ii
ARTICLE VII................................................................... 8
TERMINATION OF EMPLOYMENT..................................................... 8
7.1 Termination of Service During Performance Cycle............. 8
7.2 Termination of Service after End of Performance
Cycle But Prior to the Payment Date......................... 9
ARTICLE VIII.................................................................. 9
RIGHTS OF PARTICIPANTS AND BENEFICIARIES...................................... 9
8.1 Status as a Participant or Beneficiary...................... 9
8.2 Employment.................................................. 9
8.3 Nontransferability..........................................10
8.4 Nature of Program...........................................10
ARTICLE IX....................................................................11
CORPORATE CHANGE..............................................................11
ARTICLE X.....................................................................11
AMENDMENT AND TERMINATION.....................................................11
ARTICLE XI....................................................................11
MISCELLANEOUS.................................................................11
11.1 Governing Law...............................................11
11.2 Successor...................................................12
11.3 Status of Stock.............................................12
11.4 Stockholder Approval........................................12
iii
ARTICLE I
PURPOSE
The purpose of this document is to set forth the general terms and
conditions applicable to the Performance Unit Program (the "Program")
established by the Halliburton Company (the "Company") Compensation Committee of
Directors pursuant to, and in implementation of, Article X of the Company's 1993
Stock and Long-Term Incentive Plan, as amended (the "1993 Plan"). The Program is
intended to carry out the purposes of the 1993 Plan and provide a means to
reinforce objectives for sustained long-term performance and value creation by
awarding selected key executives of the Company with payments in cash and/or
Company stock based on the level of achievement of pre-established performance
goals during individual performance cycles. The Program is also intended to
support strategic planning processes, balance short and long-term decision
making and help provide competitive total compensation opportunities.
ARTICLE II
DEFINITIONS
2.1 Definitions. Where the following words and phrases appear in the
Program, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary. Other initially capitalized terms
used herein but not defined shall have the meanings ascribed to them in the 1993
Plan.
"Affiliate" shall mean a Subsidiary of the Company or a division or
designated group of the Company or a Subsidiary.
"Average Salary " shall mean the average base pay rate of all
Participants in a particular Participant Category as of January 1 of the
first year of any Performance Cycle, including base pay a Participant could
have received in cash in lieu of (i) contributions made on such
Participant's behalf to a qualified plan maintained by the Company, to any
cafeteria plan under Section 125 of the Code maintained by the Company or
to a qualified transportation fringe benefit program under Section 132 of
the Code and (ii) deferrals of compensation made at the Participant's
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election pursuant to a plan or arrangement of the Company or an Affiliate,
but excluding any Awards under this Program and any other bonuses,
incentive pay or special awards.
"Award" shall mean the incentive compensation amount payable either in
cash, Common Stock or a combination thereof to a Participant under the
Program for the Performance Cycle determined in accordance with Article V.
"Award Schedule" shall mean the schedule that aligns the level of
achievement of applicable Performance Goals with Incentive Opportunities
for a particular Performance Cycle, such that the level of achievement of
the pre-established Performance Goals at the end of such Performance Cycle
will determine the actual Award.
"Beneficiary" shall mean the person, persons, trust or trusts entitled
by Will or the laws of descent and distribution to receive the benefits
specified under the Program in the event of the Participant's death prior
to full payment of a Award.
"Board of Directors" shall mean the Board of Directors of the Company.
"Cause" shall mean (i) the conviction of the Participant of a felony
under Federal law or the law of the state in which such action occurred,
(ii) dishonesty in course of fulfilling the Participant's employment duties
or (iii) the disclosure by the Participant to any unauthorized person or
competitor of any confidential information or confidential knowledge as to
the business or affairs of the Company and its Affiliates.
"CEO" shall mean the Chief Executive Officer of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Compensation Committee of Directors,
appointed by the Board of Directors from among its members to administer
the 1993 Plan in accordance with Article IV thereof.
"Common Stock" shall mean the common stock, par value $2.50 per share,
of the Company.
"Company" shall mean Halliburton Company and its successors.
"Corporate Change" shall have the meaning set forth in Article II,
Section (h) of the 1993 Plan.
"Dispute Resolution Program" shall mean the Halliburton Dispute
Resolution Plan.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
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"Fair Market Value" shall have the meaning set forth in Article II,
Section (j) of the 1993 Plan.
"Incentive Opportunity" shall mean, with respect to a particular
Participant Category, incentive award payment amounts, expressed as a
percentage of Average Salary, which corresponds to various levels of
pre-established Performance Goals, determined pursuant to the Award
Schedule.
"Key Executive" shall mean a full-time, active employee who is an
executive, including an officer, of the Company or an Affiliate (whether or
not he or she is also a director thereof), who is compensated for such
employment by a regular salary and who, in the opinion of the Committee, is
a key member of management of the Company and its Affiliates in a position
to contribute materially to the Company's continued growth and development
and to its future financial success.
"1993 Plan" shall mean the Halliburton Company 1993 Stock and
Long-Term Incentive Plan, as amended.
"Participant" shall mean a Key Executive who participates in the
Program pursuant to the provisions of Article III hereof. A Key Executive
shall not be eligible to participate in the Program while on a leave of
absence.
"Participant Category" shall mean a grouping of Participants
determined in accordance with the applicable provisions of Article III
hereof.
"Payment Date" shall mean, with respect to a particular Performance
Cycle, the last business day of February of the year next following the end
of such Performance Cycle.
"Performance Cycle" shall mean each period of three consecutive
calendar years. Performance Cycles shall begin on January 1 of each of
2001, 2002 and 2003, unless the Program is earlier terminated or suspended.
Performance Cycles shall overlap.
"Performance Goals" shall mean, for a particular Performance Cycle,
levels of achievement of applicable Performance Measures, as established by
the Committee at the start of each Performance Cycle, used to gauge Company
performance. Performance Goals may be based on Company, Subsidiary,
business unit or business group performance, on comparative performance
with other companies or on a combination thereof.
"Performance Measures" shall mean the objective criteria selected by
the Committee which are used in determining Performance Goals. Performance
Measures may include financial measures such as average return on capital
employed, average annual return on investment, earnings per share, cash
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value added or such other performance criteria as may by permitted under
the 1993 Plan. The Committee may select one Performance Measure or multiple
Performance Measures for a particular Performance Cycle.
"Program" shall mean the Performance Unit Program under the 1993 Plan.
The duration of the Program shall be coterminous with the 1993 Plan in
accordance with the provisions of Article III of the 1993 Plan.
"Subsidiary" shall have the meaning set forth in Article II, Section
(aa) of the 1993 Plan.
2.2 Number. 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.
2.3 Headings. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between headings and the
text of the Program, the text shall control.
ARTICLE III
PARTICIPATION
3.1 Participants. Participants for any Performance Cycle shall be those
active Key Executives who are nominated by the CEO and approved by the Committee
within the first ninety (90) days of such Performance Cycle.
3.2 Partial Performance Cycle Participation. If, after the beginning of a
Performance Cycle, (i) a person is newly hired, promoted or transferred into a
position in which he or she is a Key Executive, or (ii) an employee who was not
previously a Participant for such Performance Cycle returns to active employment
as a Key Executive following a leave of absence, the Committee, or its delegate,
may designate in writing such person as a Participant for the pro rata portion
of such Performance Cycle beginning on the first day of the month following such
designation.
If a Key Executive who has previously been designated as a Participant for
a particular Performance Cycle takes a leave of absence during such Performance
Cycle, all of such Participant's rights to an Award for such Performance Cycle
shall be prorated based upon that portion of the Performance Cycle during which
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he or she was an active Participant, in which case the prorated portion of the
Award shall be paid in accordance with the provisions of Section 6.1, unless the
Committee shall determine that such Participant's Award for such Performance
Cycle shall be forfeited.
Each Participant shall be assigned to a Participant Category at the time he
or she becomes a Participant for a particular Performance Cycle. If a
Participant thereafter incurs an adverse change in status during such
Performance Cycle due to demotion, reassignment or transfer, the Committee may
approve such adjustment in the Participant's Incentive Opportunity as it deems
appropriate under the circumstances (including, without limitation, reassigning
such Participant to another Participant Category or terminating his or her
participation in the Program for the remainder of the Performance Cycle), any
such adjustment to be made on a pro rata basis for the balance of the
Performance Cycle.
3.3 No Right to Participate. No Participant or other employee of the
Company or an Affiliate shall, at any time, have a right to participate in the
Program for any Performance Cycle, notwithstanding having previously
participated in the Program.
3.4 Consent to Dispute Resolution. Participation in the Program
constitutes consent by the Participant to be bound by the terms and conditions
of the Dispute Resolution Program which in substance requires that all disputes
arising out of or in any way related to employment with the Company or its
Affiliates, including any disputes concerning the Program, be resolved
exclusively through such program, which includes binding arbitration as the last
step.
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ARTICLE IV
ADMINISTRATION
Within the first ninety (90) days of each Performance Cycle, the Committee
shall establish the basis for payments under the Program in relation to given
Performance Goals, as more fully described in Article V hereof, and, following
the end of each Performance Cycle, determine the actual Award payable to each
Participant. The Committee shall have the power and authority granted it under
Article IV of the 1993 Plan, including, without limitation, the authority to
construe and interpret the Program, to prescribe, amend and rescind rules,
regulations and procedures relating to its administration and to make all other
determinations necessary or advisable for administration of the Program. To the
extent permitted by Section (d) of Article IV of the 1993 Plan, the Committee
may delegate some of its authority to the CEO. Decisions of the Committee, or
its delegates, in accordance with the authority granted hereby or delegated
pursuant hereto shall be conclusive and binding. Subject only to compliance with
the express provisions hereof, the Committee or its delegates may act in their
sole and absolute discretion with respect to matters within their authority
under the Program.
ARTICLE V
AWARD DETERMINATIONS
5.1 Performance Measures. Within the first ninety (90) days of each
Performance Cycle, the Committee shall select the Performance Measure or
Measures to be used in determining the Performance Goals for such Performance
Cycle. Different Performance Measures may be selected for particular Participant
Categories or for particular Participants within the Participant Categories. The
Performance Measures may, but need not, differ from one Performance Cycle to
another.
5.2 Performance Requirements. Within the first ninety (90) days of each
Performance Cycle, the Committee shall approve the Performance Goal respecting
each selected Performance Measure, and shall establish an Award Schedule which
aligns the level of achievement of applicable Performance Goals with Incentive
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Opportunities, such that the level of achievement of the pre-established
Performance Goals at the end of the Performance Cycle will determine the actual
Award. Performance Goals may be measured in absolute and/or relative terms and
may be weighted differently.
5.3 Award Determinations. After the end of each Performance Cycle, the
Committee shall determine the extent to which the Performance Goals have been
achieved and the amount of the Award shall be computed for each Participant in
accordance with the Award Schedule.
5.4 Incentive Opportunities. The established Incentive Opportunities
will vary in relation to the Participant Categories. A Participant's assigned
Participant Category for a particular Performance Cycle will not be changed
during such Performance Cycle except as set forth in the last paragraph of
Section 3.2.
5.5 Discretionary Adjustments. Except as provided below, established
Performance Goals will not be changed during the Performance Cycle. However, if
the Committee, in its sole and absolute discretion, determines that there has
been (i) a material change in the Company's business, operations, corporate or
capital structure, (ii) a material change in the manner in which business is
conducted or (iii) any other material change or event (including merger,
consolidation or other reorganization of any of the comparator companies used to
determine achievement of relative Performance Goals) which will impact one or
more Performance Goals in a manner the Committee did not intend, then the
Committee may, reasonably contemporaneously with such change or event, make such
adjustments to the relevant Performance Goal or Goals as it shall deem
appropriate and equitable.
ARTICLE VI
DISTRIBUTION OF AWARDS
6.1 Form and Timing of Payment. Except as otherwise provided below, the
amount of each Award shall be paid in cash, Common Stock (based upon Fair Market
Value), or a combination thereof, on the Payment Date, or as soon thereafter as
practicable. In the event of termination of a Participant's employment prior to
7
the Payment Date for any reason other than death (in which case payment shall be
made in accordance with the applicable provisions of Article VII), the amount of
any Award (or prorated portion thereof) payable pursuant to the provisions of
Sections 7.1 or 7.2 shall be paid in cash on the Payment Date, or as soon
thereafter as practicable.
6.2 Excess Remuneration. Notwithstanding the provisions of Section 6.1, to
the extent that incentive compensation hereunder does not qualify as
performance-based compensation pursuant to Section 162(m) of the Code, the
Committee may, in its discretion, with respect to a Participant who is a
"covered employee" for purposes of such Section 162(m), determine that payment
of that portion of an Award which would otherwise cause such Participant's
compensation to exceed the limitation on the amount of compensation deductible
by the Company in any taxable year pursuant to such Section 162(m), be deferred
until such Participant is no longer a "covered employee." In such case, interest
shall be credited on the portion of the Award deferred for the period of the
deferral as provided pursuant to Article IV of the Halliburton Company Benefit
Restoration Plan, as amended, or other applicable plan.
6.3 Elective Deferral. Nothing herein shall be deemed to preclude a
Participant's election to defer receipt of a percentage of his or her Award
beyond the time such amount would have been payable hereunder pursuant to the
Halliburton Elective Deferral Plan or other similar plan.
6.4 Tax Withholding. The Company or employing entity through which payment
of an Award is to be made shall have the right to withhold from any cash or
Common Stock remuneration hereunder payable to any Participant any tax required
to be withheld by reason of such resulting compensation income.
ARTICLE VII
TERMINATION OF EMPLOYMENT
7.1 Termination of Service During Performance Cycle. In the event a
Participant's employment is terminated prior to the last business day of a
Performance Cycle for any reason other than death, normal retirement at or after
age 65, approved early retirement or disability (as determined by the CEO or his
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delegate), all of such Participant's rights to an Award for such Performance
Cycle shall be forfeited. In the case of a Participant's death during a
Performance Cycle, the prorated amount of such Participant's Award, if any,
applicable to such Performance Cycle shall be paid in cash to the Participant's
estate, or if there is no administration of the estate, to the heirs at law, on
the Payment Date, or as soon thereafter as practicable. In the case of a
Participant's disability, normal retirement at or after age 65 or approved early
retirement, the prorated amount of such Participant's Award, if any, applicable
to such Performance Cycle shall be paid in accordance with the provisions of
Section 6.1.
7.2 Termination of Service after End of Performance Cycle But Prior to the
Payment Date. If a Participant's employment is terminated after the end of the
applicable Performance Cycle, but prior to the Payment Date, for any reason
other than termination for Cause, the amount of any Award applicable to such
Performance Cycle shall be paid to the Participant in accordance with the
provisions of Section 6.1, except in the case of death, in which case the amount
of the Award shall be paid in cash to such Participant's estate, or if there is
no administration of the estate, to the heirs at law, as soon as practicable.
If a Participant's employment is terminated for Cause, all of such
Participant's rights to an Award applicable to such Performance Cycle shall be
forfeited.
ARTICLE VIII
RIGHTS OF PARTICIPANTS AND BENEFICIARIES
8.1 Status as a Participant or Beneficiary. Neither status as a
Participant or Beneficiary shall be construed as a commitment that any Award
will be paid or payable under the Program.
8.2 Employment. Nothing contained in the Program or in any document
related to the Program or to any Award shall confer upon any Participant any
right to continue as an employee or in the employ of the Company or an Affiliate
or constitute any contract or agreement of employment for a specific term or
interfere in any way with the right of the Company or an Affiliate to reduce
9
such person's compensation, to change the position held by such person or to
terminate the employment of such person, with or without cause.
8.3 Nontransferability. No benefit payable under, or interest in, this
Program shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge and any such attempted
action shall be void and no such benefit or interest shall be, in any manner,
liable for, or subject to, debts, contracts, liabilities or torts of any
Participant or Beneficiary; provided, however, that, nothing in this Section 8.3
shall prevent transfer (i) by Will, (ii) by applicable laws of descent and
distribution or (iii) pursuant to an order that satisfies the requirements for a
"qualified domestic relations order" as such term is defined in section
206(d)(3)(B) of ERISA and section 414(p)(1)(A) of the Code. Any attempt at
transfer, assignment or other alienation prohibited by the preceding sentence
shall be disregarded and all amounts payable hereunder shall be paid only in
accordance with the provisions of the Program.
8.4 Nature of Program. No Participant, Beneficiary or other person shall
have any right, title or interest in any fund or in any specific asset of the
Company or any Affiliate by reason of any Award hereunder. There shall be no
funding of any benefits which may become payable hereunder. Nothing contained in
the Program (or in any document related thereto), nor the creation or adoption
of the Program, nor any action taken pursuant to the provisions of the Program
shall create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company or an Affiliate and any Participant,
Beneficiary or other person. To the extent that a Participant, Beneficiary or
other person acquires a right to receive payment with respect to an Award
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company or other employing entity, as applicable. All
amounts payable under the Program shall be paid from the general assets of the
Company or employing entity, as applicable, and no special or separate fund or
deposit shall be established and no segregation of assets shall be made to
assure payment of such amounts. Nothing in the Program shall be deemed to give
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any employee any right to participate in the Program except in accordance
herewith.
ARTICLE IX
CORPORATE CHANGE
In the event of a Corporate Change, (i) with respect to a Participant's
Award for the Performance Cycle in which the Corporate Change occurred, such
Participant shall be entitled to an immediate cash payment equal to the maximum
amount of Award he or she would have been entitled to receive for the
Performance Cycle, prorated to the date of the Corporate Change (provided, that
any such immediate cash payment applied to a Participant who is a "covered
employee" for purposes of Section 162(m) of the Code shall be discounted to
reflect the time value of money); and (ii) with respect to a Corporate Change
that occurs after the end of the Performance Cycle but prior to the Payment
Date, a Participant shall be entitled to an immediate cash payment equal to the
Award earned for such Performance Cycle.
ARTICLE X
AMENDMENT AND TERMINATION
Notwithstanding anything herein to the contrary, the Committee may, at any
time, terminate, modify or suspend the Program; provided, however, that, without
the prior consent of the Participants affected, no such action may adversely
affect any rights or obligations with respect to any Awards theretofore earned
but unpaid for a completed Performance Cycle, whether or not the amounts of such
Awards have been computed and whether or not such Awards are then payable.
ARTICLE XI
MISCELLANEOUS
11.1 Governing Law. The Program shall be construed in accordance with the
laws of the State of Texas, without giving effect to the principles of conflicts
of law thereof, except to the extent that it implicates matters which are the
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subject of the General Corporation Law of the State of Delaware, which matters
shall be governed by the latter law.
11.2 Successor. All obligations and rights of the Company under the
Program shall be binding upon and inure to the benefit of any successor to the
Company.
11.3 Status of Stock. The Company shall not be obligated to issue any
Common Stock pursuant to any Award hereunder at any time when the offering of
the shares covered by such Award has not been registered under the Securities
Act of 1933, as amended, and such other state and federal laws, rules or
regulations as the Company or the Committee deems applicable and, in the opinion
of legal counsel to the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for issuance and sale
of such shares.
11.4 Stockholder Approval. The "material terms" of the Program (within the
meaning of Section 162(m) of the Code) shall be submitted for approval by the
holders of a majority of the shares of Common Stock present, or represented, and
entitled to vote at the first meeting of the Company's stockholders that occurs
every fifth year following the year in which stockholders previously approved
such "material terms" (inclusive of approval of the 1993 Plan).
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