(Commission File Number) | (IRS Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Emerging growth company |
• | Reported net income of $0.34 per diluted share |
• | Cash flows from operating activities of $871 million and free cash flow of $526 million |
• | Halliburton announced the execution of an integrated services contract with Petrobras for pre-salt development in the Santos Basin. The thirty-month contract will provide drilling and completion services to drive greater efficiency by applying pre-salt expertise and integrating multiple product offerings. |
• | Woodside Energy (Senegal) BV awarded Halliburton nine contracts, conditional on the final project FID, for drilling and completion services for SNE Field Development Phase 1 offshore Senegal. Halliburton will provide drilling, logging, cementing, lower completions, e-line/slick line, coiled tubing and well testing services for the drilling campaign, which is due to start in late 2020 or early 2021. |
• | Halliburton introduced 3D reservoir mapping, a new logging-while-drilling (LWD) capability that provides a detailed representation of subsurface structures to improve well placement in complex reservoirs. |
• | Ten new DecisionSpace® 365 E&P cloud-native applications were released, leveraging advances in digital technology to help operators reduce exploration risk, improve reservoir characterization and boost drilling efficiency. DecisionSpace® 365 is an integrated suite of E&P cloud applications that empowers customers to be creative and realize their business objectives. |
• | Halliburton unveiled the Commander™ Full Bore Cement Head, a product that enables rotation and reciprocation of 4½ - 6 inch production strings to help increase reliability and reduce risk during the well cementing process. Advanced wireless functionality and faster rig-up time help increase efficiency and improve safety for land-based cement jobs, particularly in unconventional formations. |
• | QuickPulse™ Automated Directional Gamma Service, a new measurement while drilling (MWD) technology, was launched, providing quick and reliable downhole information at extended depths to deliver wells faster. This capability helps operators drill longer laterals, make improved geosteering decisions and reduce well time to maximize their asset value. |
• | Halliburton announced an asset acquisition of electromechanical downhole cutting tools and tubing punches from Westerton (UK) Ltd. These services provide operators with a safe and reliable alternative to traditional pipe recovery and intervention across the well lifecycle from exploration to abandonment. This new technology complements Halliburton's extensive well intervention portfolio, helping operators reduce the cost to construct new wells and extend the life of old wells. |
Three Months Ended | ||||||||||||
September 30 | June 30 | |||||||||||
2019 | 2018 | 2019 | ||||||||||
Revenue: | ||||||||||||
Completion and Production | $ | 3,506 | $ | 4,170 | $ | 3,805 | ||||||
Drilling and Evaluation | 2,044 | 2,002 | 2,125 | |||||||||
Total revenue | $ | 5,550 | $ | 6,172 | $ | 5,930 | ||||||
Operating income: | ||||||||||||
Completion and Production | $ | 446 | $ | 613 | $ | 470 | ||||||
Drilling and Evaluation | 150 | 181 | 145 | |||||||||
Corporate and other | (60 | ) | (78 | ) | (65 | ) | ||||||
Impairments and other charges (a) | — | — | (247 | ) | ||||||||
Total operating income | 536 | 716 | 303 | |||||||||
Interest expense, net | (141 | ) | (140 | ) | (144 | ) | ||||||
Other, net | (23 | ) | (42 | ) | (8 | ) | ||||||
Income before income taxes | 372 | 534 | 151 | |||||||||
Income tax provision | (76 | ) | (100 | ) | (74 | ) | ||||||
Net income | $ | 296 | $ | 434 | $ | 77 | ||||||
Net (income) loss attributable to noncontrolling interest | (1 | ) | 1 | (2 | ) | |||||||
Net income attributable to company | $ | 295 | $ | 435 | $ | 75 | ||||||
Basic and diluted net income per share | $ | 0.34 | $ | 0.50 | $ | 0.09 | ||||||
Basic weighted average common shares outstanding | 876 | 877 | 874 | |||||||||
Diluted weighted average common shares outstanding | 876 | 878 | 875 | |||||||||
(a) During the three months ended June 30, 2019, Halliburton recognized a pre-tax charge of $247 million related to asset impairments and severance costs. See Footnote Table 1 for further details. | ||||||||||||
See Footnote Table 1 for Reconciliation of As Reported Operating Income to Adjusted Operating Income. | ||||||||||||
See Footnote Table 2 for Reconciliation of As Reported Net Income to Adjusted Net Income. |
Nine Months Ended | ||||||||
September 30 | ||||||||
2019 | 2018 | |||||||
Revenue: | ||||||||
Completion and Production | $ | 10,973 | $ | 12,141 | ||||
Drilling and Evaluation | 6,244 | 5,918 | ||||||
Total revenue | $ | 17,217 | $ | 18,059 | ||||
Operating income: | ||||||||
Completion and Production | $ | 1,284 | $ | 1,782 | ||||
Drilling and Evaluation | 418 | 560 | ||||||
Corporate and other | (190 | ) | (218 | ) | ||||
Impairments and other charges (a) | (308 | ) | (265 | ) | ||||
Total operating income | 1,204 | 1,859 | ||||||
Interest expense, net | (428 | ) | (417 | ) | ||||
Other, net | (61 | ) | (86 | ) | ||||
Income before income taxes | 715 | 1,356 | ||||||
Income tax provision | (190 | ) | (367 | ) | ||||
Net income | $ | 525 | $ | 989 | ||||
Net (income) loss attributable to noncontrolling interest | (3 | ) | 3 | |||||
Net income attributable to company | $ | 522 | $ | 992 | ||||
Basic and diluted net income per share | $ | 0.60 | $ | 1.13 | ||||
Basic weighted average common shares outstanding | 874 | 876 | ||||||
Diluted weighted average common shares outstanding | 875 | 879 | ||||||
(a) During the nine months ended September 30, 2019, Halliburton recognized a pre-tax charge of $308 million related to asset impairments and severance costs. During the nine months ended September 30, 2018, Halliburton recognized a pre-tax charge of $265 million related to a write-down of its remaining investment in Venezuela, consisting of receivables, fixed assets, inventory and other assets and liabilities. |
September 30 | December 31 | |||||||
2019 | 2018 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and equivalents | $ | 1,571 | $ | 2,008 | ||||
Receivables, net | 5,290 | 5,234 | ||||||
Inventories | 3,380 | 3,028 | ||||||
Other current assets | 979 | 881 | ||||||
Total current assets | 11,220 | 11,151 | ||||||
Property, plant and equipment, net | 8,721 | 8,873 | ||||||
Goodwill | 2,832 | 2,825 | ||||||
Deferred income taxes | 1,344 | 1,384 | ||||||
Operating lease right-of-use assets (a) | 985 | — | ||||||
Other assets | 1,687 | 1,749 | ||||||
Total assets | $ | 26,789 | $ | 25,982 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 2,733 | $ | 3,018 | ||||
Accrued employee compensation and benefits | 657 | 714 | ||||||
Current portion of operating lease liabilities (a) | 208 | — | ||||||
Other current liabilities | 1,094 | 1,070 | ||||||
Total current liabilities | 4,692 | 4,802 | ||||||
Long-term debt | 10,313 | 10,312 | ||||||
Operating lease liabilities (a) | 762 | — | ||||||
Employee compensation and benefits | 476 | 483 | ||||||
Other liabilities | 784 | 841 | ||||||
Total liabilities | 17,027 | 16,438 | ||||||
Company shareholders’ equity | 9,745 | 9,522 | ||||||
Noncontrolling interest in consolidated subsidiaries | 17 | 22 | ||||||
Total shareholders’ equity | 9,762 | 9,544 | ||||||
Total liabilities and shareholders’ equity | $ | 26,789 | $ | 25,982 | ||||
(a) During the first quarter of 2019, Halliburton adopted a new lease accounting standard, resulting in $1.0 billion of additional assets and liabilities on the balance sheet. |
Nine Months Ended | Three Months Ended | ||||||||||
September 30 | September 30 | ||||||||||
2019 | 2018 | 2019 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 525 | $ | 989 | $ | 296 | |||||
Adjustments to reconcile net income to cash flows from operating activities: | |||||||||||
Depreciation, depletion and amortization | 1,253 | 1,184 | 417 | ||||||||
Working capital (a) | (656 | ) | (372 | ) | 99 | ||||||
Impairments and other charges | 308 | 265 | — | ||||||||
Other operating activities | (152 | ) | 239 | 59 | |||||||
Total cash flows provided by (used in) operating activities | 1,278 | 2,305 | 871 | ||||||||
Cash flows from investing activities: | |||||||||||
Capital expenditures | (1,190 | ) | (1,475 | ) | (345 | ) | |||||
Proceeds from sales of property, plant and equipment | 143 | 158 | 56 | ||||||||
Payments to acquire businesses | (31 | ) | (166 | ) | (10 | ) | |||||
Other investing activities | (52 | ) | 44 | (20 | ) | ||||||
Total cash flows provided by (used in) investing activities | (1,130 | ) | (1,439 | ) | (319 | ) | |||||
Cash flows from financing activities: | |||||||||||
Dividends to shareholders | (472 | ) | (473 | ) | (158 | ) | |||||
Stock repurchase program | (100 | ) | (200 | ) | — | ||||||
Other financing activities | 22 | (408 | ) | 16 | |||||||
Total cash flows provided by (used in) financing activities | (550 | ) | (1,081 | ) | (142 | ) | |||||
Effect of exchange rate changes on cash | (35 | ) | (65 | ) | (15 | ) | |||||
Increase (decrease) in cash and equivalents | (437 | ) | (280 | ) | 395 | ||||||
Cash and equivalents at beginning of period | 2,008 | 2,337 | 1,176 | ||||||||
Cash and equivalents at end of period | $ | 1,571 | $ | 2,057 | $ | 1,571 | |||||
(a) Working capital includes receivables, inventories and accounts payable. | |||||||||||
See Footnote Table 3 for Reconciliation of Cash Flows from Operating Activities to Free Cash Flow. |
Three Months Ended | |||||||||||
September 30 | June 30 | ||||||||||
Revenue | 2019 | 2018 | 2019 | ||||||||
By operating segment: | |||||||||||
Completion and Production | $ | 3,506 | $ | 4,170 | $ | 3,805 | |||||
Drilling and Evaluation | 2,044 | 2,002 | 2,125 | ||||||||
Total revenue | $ | 5,550 | $ | 6,172 | $ | 5,930 | |||||
By geographic region: | |||||||||||
North America | $ | 2,949 | $ | 3,739 | $ | 3,327 | |||||
Latin America | 608 | 522 | 571 | ||||||||
Europe/Africa/CIS | 831 | 757 | 823 | ||||||||
Middle East/Asia | 1,162 | 1,154 | 1,209 | ||||||||
Total revenue | $ | 5,550 | $ | 6,172 | $ | 5,930 | |||||
Operating Income | |||||||||||
By operating segment: | |||||||||||
Completion and Production | $ | 446 | $ | 613 | $ | 470 | |||||
Drilling and Evaluation | 150 | 181 | 145 | ||||||||
Total | 596 | 794 | 615 | ||||||||
Corporate and other | (60 | ) | (78 | ) | (65 | ) | |||||
Impairments and other charges | — | — | (247 | ) | |||||||
Total operating income | $ | 536 | $ | 716 | $ | 303 | |||||
See Footnote Table 1 for Reconciliation of As Reported Operating Income to Adjusted Operating Income. |
Nine Months Ended | |||||||
September 30 | |||||||
Revenue | 2019 | 2018 | |||||
By operating segment: | |||||||
Completion and Production | $ | 10,973 | $ | 12,141 | |||
Drilling and Evaluation | 6,244 | 5,918 | |||||
Total revenue | $ | 17,217 | $ | 18,059 | |||
By geographic region: | |||||||
North America | $ | 9,551 | $ | 11,090 | |||
Latin America | 1,766 | 1,458 | |||||
Europe/Africa/CIS | 2,402 | 2,199 | |||||
Middle East/Asia | 3,498 | 3,312 | |||||
Total revenue | $ | 17,217 | $ | 18,059 | |||
Operating Income | |||||||
By operating segment: | |||||||
Completion and Production | $ | 1,284 | $ | 1,782 | |||
Drilling and Evaluation | 418 | 560 | |||||
Total | 1,702 | 2,342 | |||||
Corporate and other | (190 | ) | (218 | ) | |||
Impairments and other charges | (308 | ) | (265 | ) | |||
Total operating income | $ | 1,204 | $ | 1,859 | |||
Three Months Ended | |||||||
September 30, 2019 | June 30, 2019 | ||||||
As reported operating income | $ | 536 | $ | 303 | |||
Impairments and other charges: | |||||||
Long-lived asset impairments | — | 108 | |||||
Severance costs | — | 58 | |||||
Inventory write-downs | — | 33 | |||||
Other | — | 48 | |||||
Total impairments and other charges | — | 247 | |||||
Adjusted operating income (a) | $ | 536 | $ | 550 | |||
(a) | Management believes that operating income adjusted for impairments and other charges for the three months ended June 30, 2019 is useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company's normal operating results. Management analyzes operating income without the impact of these items as an indicator of performance, to identify underlying trends in the business, and to establish operational goals. The adjustments remove the effect of these items. Adjusted operating income is calculated as: “As reported operating income” plus "Total impairments and other charges" for the three months ended June 30, 2019. There were no such charges for the three months ended September 30, 2019. |
Three Months Ended | ||||
June 30, 2019 | ||||
As reported net income attributable to company | $ | 75 | ||
Adjustments: | ||||
Impairments and other charges | 247 | |||
Total adjustments, before taxes | 247 | |||
Tax benefit | (19 | ) | ||
Total adjustments, net of taxes (a) | $ | 228 | ||
Adjusted net income attributable to company | $ | 303 | ||
Diluted weighted average common shares outstanding | 875 | |||
As reported net income per diluted share (b) | $ | 0.09 | ||
Adjusted net income per diluted share (b) | $ | 0.35 | ||
(a) | Management believes that net income adjusted for impairments and other charges, is useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company's normal operating results. Management analyzes net income without the impact of these items as an indicator of performance, to identify underlying trends in the business and to establish operational goals. Total adjustments remove the effect of these items. Adjusted net income attributable to company is calculated as: “As reported net income attributable to company” plus "Total adjustments, net of taxes" for the three months ended June 30, 2019. There were no such charges for the three months ended September 30, 2019. | |||
(b) | As reported net income per diluted share is calculated as: "As reported net income attributable to company" divided by "Diluted weighted average common shares outstanding." Adjusted net income per diluted share is calculated as: "Adjusted net income attributable to company" divided by "Diluted weighted average common shares outstanding." |
Nine Months Ended | Three Months Ended | |||||||||
September 30 | September 30 | |||||||||
2019 | 2018 | 2019 | ||||||||
Total cash flows provided by (used in) operating activities | $ | 1,278 | $ | 2,305 | $ | 871 | ||||
Capital expenditures | (1,190 | ) | (1,475 | ) | (345 | ) | ||||
Free cash flow (a) | $ | 88 | $ | 830 | $ | 526 | ||||
(a) | Management believes that free cash flow, which is defined as “Total cash flows provided by (used in) operating activities” less “Capital expenditures,” is useful to investors to assess and understand liquidity, especially when comparing results with previous and subsequent periods. Management views free cash flow as a key measure of liquidity in the company's business. |
HALLIBURTON COMPANY | |||
Date: | October 21, 2019 | By: | /s/ Bruce A. Metzinger |
Bruce A. Metzinger | |||
Vice President, Public Law and | |||
Assistant Secretary |