HALLIBURTON CO
HAL 10-Q Quarter ended Sept. 30, 2025
HALLIBURTON CO
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
September 30, 2025
or
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _______to_______
Commission File Number
001-03492
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
||
(
281
)
871-2699
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
|
|
|
|
NYSE Texas
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
☒
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☒
Yes
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
☒
|
Accelerated Filer
|
☐
|
|
|
Non-accelerated Filer
|
☐
|
Smaller Reporting Company
|
|
|
Emerging Growth Company
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of
October 17, 2025
, there were
841,626,610
shares
of Halliburton Company common stock, $2.50 par value per share,
outstanding.
HALLIBURTON COMPANY
Index
|
|
|
Page No.
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
|
HAL
Q3 2025
FORM
10-Q
| 1
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
HALLIBURTON COMPANY
Condensed Consolidated
Statements of Operations
(Unaudited)
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
Millions of dollars and shares except per share data
|
2025
|
2024
|
2025
|
2024
|
|
Revenue:
|
||||
|
Services
|
$
|
$
|
$
|
$
|
|
Product sales
|
|
|
|
|
|
Total revenue
|
|
|
|
|
|
Operating costs and expenses:
|
||||
|
Cost of services
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
Impairments and other charges
|
|
|
|
|
|
General and administrative
|
|
|
|
|
|
SAP S4 upgrade expense
|
|
|
|
|
|
Total operating costs and expenses
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
Interest expense, net of interest income of $23, $28, $66, and $72
|
(
|
(
|
(
|
(
|
|
Other, net
|
(
|
(
|
(
|
(
|
|
Income before income taxes
|
|
|
|
|
|
Income tax provision
|
(
|
(
|
(
|
(
|
|
Net income
|
$
|
$
|
$
|
$
|
|
Net income attributable to noncontrolling interest
|
(
|
(
|
(
|
(
|
|
Net income attributable to company
|
$
|
$
|
$
|
$
|
|
Basic and diluted net income per share
|
$
|
$
|
$
|
$
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
|
|
See notes to condensed consolidated financial statements.
HAL
Q3 2025
FORM
10-Q
| 2
HALLIBURTON COMPANY
Condensed Consolidated
Statements of Comprehensiv
e Income
(Unaudited)
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
Millions of dollars
|
2025
|
2024
|
2025
|
2024
|
|
Net income
|
$
|
$
|
$
|
$
|
|
Other comprehensive income (loss), net of income taxes
|
|
|
(
|
|
|
Comprehensive income
|
$
|
$
|
$
|
$
|
|
Comprehensive income attributable to noncontrolling interest
|
(
|
(
|
(
|
(
|
|
Comprehensive income attributable to company shareholders
|
$
|
$
|
$
|
$
|
See notes to
condensed consolidated
financial statements.
HAL
Q3 2025
FORM
10-Q
| 3
HALLIBURTON COMPANY
Condensed Consolidated
Balance Sheets
(Unaudited)
|
Millions of dollars and shares except per share data
|
September 30,
2025
|
December 31,
2024
|
|
Assets
|
||
|
Current assets:
|
||
|
Cash and equivalents
|
$
|
$
|
|
Receivables (net of allowances of credit losses of $757 and $754)
|
|
|
|
Inventories
|
|
|
|
Other current assets
|
|
|
|
Total current assets
|
|
|
|
Property, plant and equipment (net of accumulated depreciation of $12,401 and $12,461)
|
|
|
|
Goodwill
|
|
|
|
Deferred income taxes
|
|
|
|
Operating lease right-of-use assets
|
|
|
|
Other assets
|
|
|
|
Total assets
|
$
|
$
|
|
Liabilities and Shareholders' Equity
|
||
|
Current liabilities:
|
||
|
Accounts payable
|
$
|
$
|
|
Accrued employee compensation and benefits
|
|
|
|
Current maturities of long-term debt
|
|
|
|
Income taxes payable
|
|
|
|
Current portion of operating lease liabilities
|
|
|
|
Taxes other than income
|
|
|
|
Other current liabilities
|
|
|
|
Total current liabilities
|
|
|
|
Long-term debt
|
|
|
|
Operating lease liabilities
|
|
|
|
Employee compensation and benefits
|
|
|
|
Other liabilities
|
|
|
|
Total liabilities
|
|
|
|
Shareholders' equity:
|
||
|
Common stock, par value $2.50 per share (authorized 2,000 shares, issued 1,064 and 1,065 shares)
|
|
|
|
Paid-in-capital in excess of par value
|
|
|
|
Accumulated other comprehensive income (loss)
|
(
|
(
|
|
Retained earnings
|
|
|
|
Treasury stock, at cost (221 and 197 shares)
|
(
|
(
|
|
Company shareholders' equity
|
|
|
|
Noncontrolling interest in consolidated subsidiaries
|
|
|
|
Total shareholders' equity
|
|
|
|
Total liabilities and shareholders' equity
|
$
|
$
|
See notes to
condensed consolidated
financial statements.
HAL
Q3 2025
FORM
10-Q
| 4
HALLIBURTON COMPANY
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
|
Nine Months Ended
September 30,
|
||
|
Millions of dollars
|
2025
|
2024
|
|
Cash flows from operating activities:
|
||
|
Net income
|
$
|
$
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
||
|
Depreciation, depletion, and amortization
|
|
|
|
Impairments and other charges
|
|
|
|
Changes in assets and liabilities:
|
||
|
Accounts payable
|
(
|
(
|
|
Inventories
|
(
|
|
|
Receivables
|
(
|
(
|
|
Other operating activities
|
(
|
|
|
Total cash flows provided by operating activities
|
|
|
|
Cash flows from investing activities:
|
||
|
Capital expenditures
|
(
|
(
|
|
Purchase of an equity investment
|
(
|
(
|
|
Payments to acquire businesses, net of cash acquired
|
(
|
(
|
|
Purchase of investment securities
|
(
|
(
|
|
Sales of investment securities
|
|
|
|
Proceeds from sales of property, plant, and equipment
|
|
|
|
Sale of an equity investment
|
|
|
|
Other investing activities
|
(
|
(
|
|
Total cash flows used in investing activities
|
(
|
(
|
|
Cash flows from financing activities:
|
||
|
Stock repurchase program
|
(
|
(
|
|
Dividends to shareholders
|
(
|
(
|
|
Other financing activities
|
(
|
(
|
|
Total cash flows used in financing activities
|
(
|
(
|
|
Effect of exchange rate changes on cash
|
(
|
(
|
|
Decrease in cash and cash equivalents
|
(
|
(
|
|
Cash and equivalents at beginning of period
|
|
|
|
Cash and equivalents at end of period
|
$
|
$
|
|
Supplemental disclosure of cash flow information:
|
||
|
Cash payments during the period for:
|
||
|
Interest
|
$
|
$
|
|
Income taxes
|
$
|
$
|
See notes to
condensed consolidated
financial statements
.
HAL
Q3 2025
FORM
10-Q
| 5
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
HALLIBURTON COMPANY
Notes to
Condensed Consolidated
Financial Statements
(Unaudited)
Note
1
.
Basis of Presentation
The accompanying unaudited
condensed consolidated
financial statements were prepared using United States
generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and
Regulation S-X. Accordingly, these financial statements do not include all information or notes required by U.S. GAAP for
annual financial statements and should be read together with our
2024
Annual Report on Form 10-K.
Our accounting policies are in accordance with U.S. GAAP. The preparation of financial statements in conformity with
these accounting principles requires us to make estimates and assumptions that affect:
•
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements; and
•
the reported amounts of revenue and expenses during the reporting period.
Ultimate results could differ from our estimates.
In our opinion, the
condensed consolidated
financial statements included herein contain all adjustments necessary to
present fairly our financial position as of
September 30, 2025
,
the results of our operations for the
three and nine months ended
September 30, 2025
and
2024
, and our cash flows for the
nine months ended
September 30, 2025
and
2024
. Such adjustments
are of a normal recurring nature. In addition, certain reclassifications of prior period balances have been made to conform to the
current period presentation.
The results of our operations for the
three and nine months ended
September 30, 2025
may not be indicative of results
for the full year.
Note
2
.
Impairments and Other Charges
The following
table
presents various pre-tax charges we recorded during the
three and nine months ended
September 30, 2025
and
2024
,
which are reflected within “Impairments and other charges” on our
condensed consolidated
statements of operations.
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
Millions of dollars
|
2025
|
2024
|
2025
|
2024
|
|
Severance costs
|
$
|
$
|
$
|
$
|
|
Fixed and Other assets write-offs
|
|
|
|
|
|
Impairment of assets held for sale
|
|
|
|
|
|
Impairment of real estate facilities
|
|
|
|
|
|
Cybersecurity incident
|
(
|
|
(
|
|
|
Gain on investment
|
(
|
(
|
(
|
(
|
|
Other
|
|
|
|
|
|
Total impairments and other charges
|
$
|
$
|
$
|
$
|
levels and recorded severance expense of
$
169
million
and
$
63
million
, respectively. Additionally, we recognized an
impairment of assets held for sale of
$
96
million
and
$
49
million
, respectively, associated with a strategic decision to market
for sale a portion of our chemical business.
During the
three months ended
September 30, 2025
, we wrote off various fixed and other assets, primarily related to
our North America Land operations, for a total of
$
115
million
.
Offsetting these charges d
uring the
three months ended
September 30, 2025
, were a release of accruals related to a
cybersecurity incident from the third quarter of 2024
for
$
10
million
and a gain of
$
6
million
related to an equity investment.
HAL
Q3 2025
FORM
10-Q
| 6
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
an impairment of assets held for sale related to our chemical business,
fixed and other asset
write-offs of
$
115
million
,
a
$
53
million
impairment associated with facility closures and lease terminations, and
$
120
million
of other charges, primarily related
to legacy environmental remediation cost estimate increases. The charges for the nine months ended
September 30, 2024
,
included
$
63
million
of severance costs, a
$
49
million
impairment of assets held for sale,
$
35
million
in expenses
related to a
cybersecurity incident, and
$
12
million
classified as other, and were partially offset by a
$
43
million
gain related to a fair
value
HAL
Q3 2025
FORM
10-Q
| 7
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
Note
3
.
Business Segment Information
We operate under
two
divisions, which form the basis for the
two
operating segments we report: the Completion and
Production segment and the Drilling and Evaluation segment. Our equity in earnings and losses of unconsolidated affiliates that
are accounted for using the equity method of accounting are included within cost of services and cost of sales on our statements
of operations, which is part of operating income of the applicable segment.
Our company’s chief operating decision maker (CODM) is Jeffrey Miller, Chairman of the Board, President and Chief
Executive Officer. Our CODM assesses the performance of the
two
divisions and makes resource allocation decisions based on
divisional revenue
and operating income.
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
Millions of dollars
|
2025
|
2024
|
2025
|
2024
|
|
Revenue:
|
||||
|
Completion and Production
|
$
|
$
|
$
|
$
|
|
Drilling and Evaluation
|
|
|
|
|
|
Total revenue
|
$
|
$
|
$
|
$
|
|
Operating income:
|
||||
|
Completion and Production
|
$
|
$
|
$
|
$
|
|
Drilling and Evaluation
|
|
|
|
|
|
Total operations
|
|
|
|
|
|
Corporate and other (a)
|
(
|
(
|
(
|
(
|
|
SAP S4 upgrade expense
|
(
|
(
|
(
|
(
|
|
Impairments and other charges (b)
|
(
|
(
|
(
|
(
|
|
Total operating income
|
$
|
$
|
$
|
$
|
|
Interest expense, net of interest income
|
(
|
(
|
(
|
(
|
|
Other, net (c)
|
(
|
(
|
(
|
(
|
|
Income before income taxes
|
$
|
$
|
$
|
$
|
|
Capital expenditures:
|
||||
|
Completion and Production
|
$
|
$
|
$
|
$
|
|
Drilling and Evaluation
|
|
|
|
|
|
Corporate and other
|
|
|
|
|
|
Total capital expenditures
|
$
|
$
|
$
|
$
|
|
Depreciation, depletion, and amortization:
|
||||
|
Completion and Production
|
$
|
$
|
$
|
$
|
|
Drilling and Evaluation
|
|
|
|
|
|
Corporate and other
|
|
|
|
|
|
Total depreciation, depletion, and amortization
|
$
|
$
|
$
|
$
|
|
(a)
|
Includes certain expenses not attributable to a business segment, such as costs related to support functions, corporate executives, and operating lease
assets, and includes amortization expense associated with intangible assets recorded as a result of acquisitions.
|
||
|
(b)
|
For the
three months ended
September 30, 2025
, the amount includes a
$
charge attributable to Drilling and Evaluation segment. For the
nine months ended
September 30, 2025
, the amount included a
$
attributable to Completion and Production, a
$
Corporate and other. For the
three and nine months ended
September 30, 2024
, the amount included a
$
Production, a
$
further discussion on impairments and other charges.
|
||
|
(c)
|
During the
three and nine months ended
September 30, 2025
, Halliburton incurred a charge of
$
Argentina. During the
nine months ended
September 30, 2024
, Halliburton incurred a charge of
$82 million
primarily due to the impairment of an
investment in Argentina and currency devaluation in Egypt.
|
||
HAL
Q3 2025
FORM
10-Q
| 8
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
and segment operating income and are regularly reviewed by our CODM
.
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
2025
|
2025
|
|||
|
Millions of dollars
|
Completion and
Production
|
Drilling and
Evaluation
|
Completion and
Production
|
Drilling and
Evaluation
|
|
Segment operating expenses:
|
||||
|
Cost of products, materials, and supplies
|
$
|
$
|
$
|
$
|
|
Compensation
|
|
|
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
|
|
Other
|
|
|
|
|
|
Total segment operating expenses
|
$
|
$
|
$
|
$
|
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
2024
|
2024
|
|||
|
Millions of dollars
|
Completion and
Production
|
Drilling and
Evaluation
|
Completion and
Production
|
Drilling and
Evaluation
|
|
Segment operating expenses:
|
||||
|
Cost of products, materials, and supplies
|
$
|
$
|
$
|
$
|
|
Compensation
|
|
|
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
|
|
Other
|
|
|
|
|
|
Total segment operating expenses
|
$
|
$
|
$
|
$
|
miscellaneous costs.
|
Millions of dollars
|
September 30,
2025
|
December 31,
2024
|
|
Total assets:
|
||
|
Completion and Production (a)
|
$
|
$
|
|
Drilling and Evaluation (a)
|
|
|
|
Corporate and other (b)
|
|
|
|
Total assets
|
$
|
$
|
|
(a)
|
Assets associated with specific segments primarily include receivables, inventories, property, plant, and equipment, operating lease right-of-use assets,
equity in and advances to related companies, and goodwill.
|
||
|
(b)
|
Includes primarily cash and equivalents and deferred tax assets.
|
||
HAL
Q3 2025
FORM
10-Q
| 9
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
Note
4
.
Revenue
products in an amount that reflects the consideration we expect to receive in exchange for those services and products. Most
of
our service and product contracts are short-term in nature. In recognizing revenue for our services and products, we determine
the transaction price of purchase orders or contracts with our customers, which may consist of fixed and variable consideration.
We also assess our customers’ ability and intention to pay, which is based on a variety of
factors, including our historical
payment experience with, and the financial condition of, our customers. Payment terms and conditions vary by contract type,
although terms generally include a requirement of payment
within
20
to
60
days
. Other judgments involved in recognizing
revenue include an assessment of progress towards completion of performance obligations for certain long-term contracts,
which involve estimating total costs to determine our progress towards contract completion and calculating the corresponding
We disaggregate revenue from contracts with customers into types of services or products, consistent with our
two
reportable segments, in addition to geographical area. Based on the location of services provided and products sold,
39
%
and
respectively.
No other country accounted for more than 10% of our revenue
for those periods.
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
Millions of dollars
|
2025
|
2024
|
2025
|
2024
|
|
Revenue by segment:
|
||||
|
Completion and Production
|
$
|
$
|
$
|
$
|
|
Drilling and Evaluation
|
|
|
|
|
|
Total revenue
|
$
|
$
|
$
|
$
|
|
Revenue by geographic region:
|
||||
|
North America
|
$
|
$
|
$
|
$
|
|
Latin America
|
|
|
|
|
|
Europe/Africa/CIS
|
|
|
|
|
|
Middle East/Asia
|
|
|
|
|
|
Total revenue
|
$
|
$
|
$
|
$
|
Contract balances
We perform our obligations under contracts with our customers by transferring services and products in exchange for
consideration. The timing of our performance often differs from the timing of our customers’ payment, which results in the
recognition of receivables and deferred revenue. Deferred revenue represents advance consideration received from customers
for contracts where revenue is recognized on future performance of service.
Deferred revenue, as well as revenue recognized
during the period relating to amounts included as deferred revenue at the beginning of the period,
w
as not material to our
condensed consolidated
financial statements.
Transaction price allocated to remaining performance obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future
revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining
performance obligations for contracts that have an original expected duration of
one year
or less. We have some long-term
contracts related to software and integrated project management services such as lump sum turnkey contracts. For software
contracts, revenue is generally recognized over the duration of the contract period when the software is considered to be a right
to access our intellectual property. For lump sum turnkey projects, we recognize revenue over time using an input method,
which requires us to exercise judgment.
Revenue allocated to remaining performance obligations for these long-term contracts
is not material.
HAL
Q3 2025
FORM
10-Q
| 10
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
As of
September 30, 2025
,
32
%
of our net trade receivables were from customers in the United States and
12
%
were
from customers in Mexico. As of
December 31, 2024
,
30
%
of our net trade receivables
were
from customers in the United
States and
11
%
were from customers in Mexico. Receivables from our primary customer in Mexico accounted for
approximately
11
%
and
8
%
of our total receivables as of
September 30, 2025
and
December 31, 2024
, respectively
.
While we
have experienced payment delays from our primary customer in Mexico, the amounts are not in dispute and we have not
historically had, and we do not expect any material write-offs due to collectability of receivables from this customer.
Furthermore, we have entered int
o credit default swaps (CDSs)
with third-party financial institutions that have an aggregate
notional amount outstanding as of
September 30, 2025
of
$
750
million
, compared to an aggregate notional amount outstanding
as of
December 31, 2024
of
$
739
million
,
related to borrowings provided by the financial institutions to one of our primary
customers in Mexico, of which portions of the proceeds were utilized by this customer to pay certain of our outstanding
receivables. See Note
12
for further information on these CDSs.
No
countries other than the United States and Mexico, and
no
single customer
accounted
for more than
10
%
of our net trade receivables at those dates.
W
e have risk of delayed customer payments and payment defaults associated with customer liquidity issues. We
routinely monitor the financial stability of our customers and employ an extensive process to evaluate the collectability of
outstanding receivables. This process, which involves judgment and estimates, includes a
nalysis of our customers’ historical
time to pay, financial condition and various financial metrics, debt structure, credit ratings, and production profile, as well as
political and economic factors in countries of operations and other customer-specific facto
rs.
Note
5
.
Inventories
|
September 30,
|
December 31,
|
|
|
Millions of dollars
|
2025
|
2024
|
|
Finished products and parts
|
$
|
$
|
|
Raw materials and supplies
|
|
|
|
Work in process
|
|
|
|
Total inventories
|
$
|
$
|
Note
6
.
Accounts Payable
We have
an
agreement with a third party that allows our participating suppliers to finance payment obligations from us
with designated third-party financial institutions who act as our paying agent. We have generally extended our payment terms
with suppliers to
90
day
s. A participating supplier may request a participating financial institution to finance one or more of our
payment obligations to such supplier prior to the scheduled due date thereof at a discounted price. We are not required to
provide collateral to the financial institutions.
Our obligations to participating suppliers, including amounts due and scheduled payment dates, are not impacted by
the
suppliers
’ decisions to finance amounts due under these financing arrangements.
Our
outstanding
payment obligations under
these agreemen
ts were
$
276
million
as of
September 30, 2025
, and
$
317
million
as of
December 31, 2024
, and are included in
accounts payable on the
condensed consolidated
balance sheets.
Note
7
.
Debt
On August 18, 2025, we entered into a new
$
3.5
billion
five‑year revolving credit facility,
which replaced our $3.5
billion revolving credit facility established in April 2022.
The
revolving credit f
acility is for general
working capital purposes
and expires on
August 16, 2030
.
The full amount of the revolving credit facility was available as of September 30, 2025.
HAL
Q3 2025
FORM
10-Q
| 11
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
Note
8
.
Income Taxes
pre-tax income of
$
219
million
,
resulting in an effective tax rate of
90.9
%
for the quarter
. The effective tax rate for this period
was primarily impacted by the additional valuation allowance recognized in the amount of
$
125
million
on our deferred tax
assets, along with the pre-tax
$
392
million
of impairments and other charges, and the
$
23
million
impairment of an investment
in Argentina.
During the three months ended
September 30, 2024
, we recorded a total income tax
provision
of
$
154
million
,
which included a partial release of a valuation allowance on our deferred tax assets in the amount of
$
41
million
, on a pre-tax
income of
$
734
million
, resulting in an effective tax rate of
21.0
%
for the quarter.
tax income of
$
1.1
billion
,
resulting in an effective tax rate of
38.1
%
for the period. The effective tax rate for this period was
primarily impacted by the additional valuation allowance recognized in the amount of
$
125
million
on our deferred tax assets,
along with the pre-tax
$
748
million
of impairments and other charges, and
the
$
23
million
impairment of an investment in
Argentina
.
During
the
nine months ended
September 30, 2024
, we recorded a total income tax
provision
of
$
539
million
, which
included a partial release of a valuation allowance on our deferred tax assets in the amount of
$
41
million
on a pre-tax income
of
$
2.4
billion
, resulting in an effective tax rate of
22.1
%
for the period.
Our tax returns are subject to review by the taxing authorities in the jurisdictions where we file tax returns. In most
cases we are no longer subject to examination by tax authorities for years
before 2013.
The only significant operating
jurisdiction that has tax filings under review or subject to examination by the tax authorities is the United States. As of
September 30, 2025
, the United States federal income tax filings for
tax years 2016 through 2023
are currently under review or
remain open for review by the Internal Revenue Service (the IRS).
As of
September 30, 2025
, the primary unresolved issue for the
IRS audit for 2016
relates to the classification of the
$
3.5
billion
ordinary deduction that we claimed for the termination fee we paid to Baker Hughes in the second quarter of 2016
for which we received a Notice of Proposed Adjustment (NOPA) from the IRS on September 28,
2023
. We regularly assess the
likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of our tax reserves, and we believe
our income tax reserves are appropriately provided for all open tax years.
We do not expect a final resolution of this issue in the
next twelve months.
Based on the information currently available, we do not anticipate a significant increase or decrease to our tax
contingencies within the next twelve months.
I
n December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
, which requires greater disaggregation of
income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate
reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years
beginning after December 15, 2024, with retrospective application permitted. The Company will adopt this standard for the
Form 10-K for the year ending December 31, 2025, on a prospective basis and has implemented custom reporting processes and
internal workflows to support the new disclosure requirements. The adoption of ASU 2023-09 is not expected to have a
material impact on our consolidated financial statements.
On July 4, 2025, President Donald Trump signed into law the “One Big Beautiful Bill Act,” which includes federal tax
law revisions that may affect the Company’s ability to utilize Foreign Tax Credits (FTC). C
ompanies are required to recognize
the effects of changes in tax laws in the period in which the new legislation is enacted. As of September 30, 2025, the Company
reassessed the realizability of its FTC carryforwards.
Based on updated forecasts of future taxable income, tax planning
strategies, and changes to tax law that impact FTC utilization, the Company determined that it is more likely than not that a
portion of its FTC carryforwards
would not be realized
. As a result, the Company recorded an additional valuation allowance of
$
125
million
against its FTC deferred tax assets during the three months ended September 30, 2025.
HAL
Q3 2025
FORM
10-Q
| 12
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
Note
9
.
Shareholders' Equity
2025
and
September 30, 2024
, respectively:
|
Millions of dollars
|
Common
Stock
|
Paid-in
Capital in
Excess of
Par Value
|
Treasury
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Noncontrolling
Interest in
Consolidated
Subsidiaries
|
Total
|
|
Balance at December 31, 2024
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
Comprehensive income (loss):
|
|||||||
|
Net income
|
|
|
|
|
|
(
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
(
|
|
(
|
|
Cash dividends ($0.17 per share)
|
|
|
|
(
|
|
|
(
|
|
Stock repurchase program
|
|
|
(
|
|
|
|
(
|
|
Stock plans (a)
|
(
|
(
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
Balance at March 31, 2025
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
Comprehensive income (loss):
|
|||||||
|
Net income
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Cash dividends ($0.17 per share)
|
|
|
|
(
|
|
|
(
|
|
Stock repurchase program
|
|
|
(
|
|
|
|
(
|
|
Stock plans (a)
|
|
(
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
(
|
(
|
|
Balance at June 30, 2025
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
Comprehensive income (loss):
|
|||||||
|
Net income
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Cash dividends ($0.17 per share)
|
|
|
|
(
|
|
|
(
|
|
Stock repurchase program
|
|
|
(
|
|
|
|
(
|
|
Stock plans (a)
|
(
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
(
|
(
|
|
Balance at September 30,2025
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
(a)
|
In the first, second and third quarter of
2025
, we issued common stock from treasury shares for stock options exercised, restricted
stock grants, performance shares under our performance unit program, and purchases under our employee stock purchase plan.
|
HAL
Q3 2025
FORM
10-Q
| 13
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
|
Millions of dollars
|
Common
Stock
|
Paid-in
Capital in
Excess of
Par Value
|
Treasury
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Noncontrolling
Interest in
Consolidated
Subsidiaries
|
Total
|
|
Balance at December 31, 2023
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
Comprehensive income (loss):
|
|||||||
|
Net income
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
(
|
|
|
|
Cash dividends ($0.17 per share)
|
|
|
|
(
|
|
|
(
|
|
Stock repurchase program
|
|
|
(
|
|
|
|
(
|
|
Stock plans (a)
|
(
|
(
|
|
(
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
Balance at March 31, 2024
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
Comprehensive income (loss):
|
|||||||
|
Net income
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Cash dividends ($0.17 per share)
|
|
|
|
(
|
|
|
(
|
|
Stock repurchase program
|
|
|
(
|
|
|
|
(
|
|
Stock plans (a)
|
|
|
|
(
|
|
|
|
|
Other
|
|
|
|
|
|
(
|
(
|
|
Balance at June 30, 2024
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
Comprehensive income (loss):
|
|||||||
|
Net income
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Cash dividends ($0.17 per share)
|
|
|
|
(
|
|
|
(
|
|
Stock repurchase program
|
|
|
(
|
|
|
|
(
|
|
Stock plans (a)
|
(
|
|
|
(
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
Balance at September 30, 2024
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
$
|
|
(a)
|
In the first, second and third quarter of
2024
, we issued common stock from treasury shares for stock options exercised, restricted
stock grants, performance shares under our performance unit program, and purchases under our employee stock purchase plan. As
a result, additional paid in capital was reduced to zero in each quarter, which resulted in a reduction of retained earnings by
$
million
in the first quarter of 2024,
$
issuances from treasury shares could similarly impact additional paid in capital and retained earnings.
|
Our Board of Directors has authorized a program to repurchase our common stock from time to time.
We repurchased
million
. Approximately
$
2.3
billion
remained authorized for repurchases under the program as of
September 30, 2025
. From
the inception of this program in February of 2006 through
September 30, 2025
, we repurchased
317
million
shares of our
common stock for a total cost of approximately
$
11.8
billion
.
We repurchased
6.2
million
shares of our common stock under
the program during the three months ended
September 30, 2024
for
approximately
$
198
million
.
|
September 30,
|
December 31,
|
|
|
Millions of dollars
|
2025
|
2024
|
|
Cumulative translation adjustments
|
$
(
|
$
(
|
|
Defined benefit and other postretirement liability adjustments
|
(
|
(
|
|
Other
|
(
|
(
|
|
Total accumulated other comprehensive loss
|
$
(
|
$
(
|
HAL
Q3 2025
FORM
10-Q
| 14
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
Note
10
.
Commitments and Contingencies
personal injury, property damage, environmental, intellectual property, commercial, tax, and other matters arising in the
ordinary course of business, the resolution of which, in the opinion of management, will not have a material adverse effect on
our consolidated results of operations or consolidated financial position. There is inherent risk in any legal or governmental
proceeding, claim or investigation, and no assurance can be given as to the outcome of these proceedings.
Guarantee arrangements
In the normal course of business, we have in place agreements with financial institutions under which
approximately
$
2.9
billion
of letters of credit, bank guarantees,
or surety bonds
were outstanding as of
September 30, 2025
. Some of the
outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization. None of these off-
balance sheet arrangements
has,
nor is
likely to have, a material effect on our consolidated financial statements.
Note
11
.
Income per Share
Basic income or loss per share is based on the weighted average number of common shares outstanding during the
period. Diluted income per share includes additional common shares that would have been outstanding if potential common
shares with a dilutive effect had been issued. Antidilutive securities represent potentially dilutive securities which are excluded
from the computation of diluted income or loss per share as their impact was antidilutive.
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30,
|
September 30,
|
|||
|
Millions of shares
|
2025
|
2024
|
2025
|
2024
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
|
Dilutive effect of awards granted under our stock incentive plans
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
|
|
|
Antidilutive shares:
|
||||
|
Options with exercise price greater than the average market price
|
|
|
|
|
|
Total antidilutive shares
|
|
|
|
|
Note
12
.
Fair Value of Financial Instruments
The carrying amount of cash and equivalents, receivables, and accounts payable, as reflected in the
condensed
consolidated
balance sheets, approximates fair value due to the short maturities of these instruments.
|
September 30, 2025
|
December 31, 2024
|
||||||||
|
Millions of dollars
|
Level 1
|
Level 2
|
Total fair
value
|
Carrying
value
|
Level 1
|
Level 2
|
Total fair
value
|
Carrying
value
|
|
|
Total debt
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
identical liabilities with transactions occurring on the last
two days
of period-end. Our debt categorized within level 2 on the
fair value hierarchy is calculated using significant observable inputs for similar liabilities where estimated values are
determined from observable data points on our other bonds and on other similarly rated corporate debt or from observable data
points of transactions occurring prior to
two days
from period-end and adjusting for changes in market conditions. Differences
between the periods presented in our level 1 and level 2 classification of our long-term debt relate to the timing of when third-
party market transactions on our debt are executed.
We have
no
debt categorized within level 3 on the fair value hierarchy.
HAL
Q3 2025
FORM
10-Q
| 15
|
Part I. Item 1
| Notes to Condensed Consolidated Financial Statements
|
of
September 30, 2025
of
$
750
million
, compared to an aggregate notional amount outstanding as of
December 31, 2024
of
$
739
million
,
related to borrowings provided by the financial institutions to one of our primary customers in Mexico, of which a
portion of the proceeds were then utilized by this customer to pay certain of our outstanding receivables. Approximately
$
550
million
of the outstanding amount of the CDSs reduces monthly over its remaining
12
-month
term
and
$
107
million
reduces
monthly over its remaining
9
-month term
.
The remaining
$
93
million
outstanding amount reduces monthly over its remaining
The
fair value of the derivative liabilities was not material to our financial
condition
as of
September 30, 2025
.
Note
13
.
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 (Subtopic 220-40), “Disaggregation of Income Statement
Expenses”, which requires additional disclosure of certain expense captions presented on the face of the Company’s income
statement as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting periods
beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and should be applied on
a prospective or retrospective basis, with early adoption permitted.
We continue to evaluate
the effect that adoption of ASU
2024-03 will have on our disclosures.
HAL
Q3 2025
FORM
10-Q
| 16
|
Part I. Item 2
| Executive Overview
|
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in
conjunction with the
condensed consolidated
financial statements included in “Item 1. Financial Statements” contained herein.
EXECUTIVE OVERVIEW
Organization
We are one of the world’s largest providers of products and services to the energy industry. We help our customers
maximize asset value throughout the lifecycle of the reservoir from locating hydrocarbons and managing geological data, to
drilling and formation evaluation, well construction and completion, and optimizing production throughout the life of the asset.
Activity levels within our operations are significantly impacted by spending on upstream exploration, development, and
production programs by major, national, and independent oil and natural gas companies. We report our results under two
segments, the Completion and Production segment and the Drilling and Evaluation segment.
•
Completion and Production delivers cementing, stimulation,
specialty chemicals
, intervention, pressure control,
artificial lift, and completion products and services. The segment consists of Artificial Lift, Cementing, Completion
Tools, Multi-Chem, Pipeline and Process Services, Production Enhancement, and Production Solutions. During the
third quarter of 2024, we made a strategic decision to market for sale a portion of our chemical business.
•
Drilling and Evaluation provides field and reservoir modeling, drilling, fluids, evaluation, and precise wellbore
placement solutions that enable customers to model, measure, drill, and optimize their well construction activities.
The segment consists of Baroid, Drill Bits and Services, Halliburton Project Management, Landmark Software and
Services, Sperry Drilling, Testing and Subsea, and Wireline and Perforating.
The business operations of our segments are organized around four primary geographic regions: North America, Latin
America, Europe/Africa/CIS, and Middle East/Asia. We have manufacturing operations in various locations, the most
significant of which are in the United States, Malaysia, Singapore, and the United Kingdom. With
approximately 47,000
employees
,
we operate in
more than 70
countries around the world, and our corporate headquarters is in Houston, Texas.
Our value proposition is to collaborate and engineer solutions to maximize asset value for our customers. We work to
achieve strong cash flows and returns for our shareholders by delivering technology and services that improve efficiency,
increase recovery, and maximize production for our customers. Our strategic priorities are to:
-
International
: Increase international growth in our directional drilling, unconventionals, well intervention, and
artificial lift businesses.
-
North America
: Maximize value by, among other things, increasing the utilization by our customers of our Zeus
electric fracturing platform and our iCruise rotary steerable systems, and incorporating automation technologies in
certain of our processes.
-
Digital
: Continue to drive differentiation and efficiencies through the deployment of digital and automation
technologies, both internally and for our customers.
-
Capital efficiency
: Maintain our capital expenditures at approximately 6% of revenue while utilizing technology and
targeted process improvements to enhance the effectiveness and efficiency of our utilization of capital.
-
Shareholder returns
: Return over 50% of annual free cash flow to shareholders through dividends and share
repurchases.
-
Advance a Sustainable Energy Future
: Continue to develop technologies and solutions to help lower our customers’
and our emissions intensity, participate in carbon capture, utilization, and storage, and geothermal projects globally,
and support Halliburton Labs early-stage company participants.
HAL
Q3 2025
FORM
10-Q
| 17
|
Part I. Item 2
| Executive Overview
|
The following
charts
depict the revenue split between our two operating segments and our four primary geographic
regions for the
three months ended
September 30, 2025
.
Market conditions
Oil prices declined further in the third quarter of 2025 compared to the second quarter of 2025, as ongoing supply
additions from OPEC+ and non-OPEC producers weighed on the markets. While geopolitical unrest in the Middle East and the
Russia-Ukraine conflict remain persistent sources of volatility, the more pronounced influence this quarter came from weaker
global economic activity and cautious consumer spending, which tempered expectation for near-term demand.
In the United States, the active rig count declined modestly in the third quarter of 2025 compared to the second
quarter of 2025, with activity in oil basins continuing to soften while gas basins remained relatively stable. However, despite
the rig count decline, United States total
liquids
production, as reported by the Energy Information Administration
,
reached an
all-time high in the third quarter of 2025. Internationally, rig count increased modestly in the third quarter of 2025, as declines
in Saudi Arabia were offset by rig additions elsewhere in the Middle East.
Since the end of the third quarter of 2025, the macro environment for oil and natural gas has remained volatile. Trade
tensions and tariffs continue to negatively impact the demand outlook, while the pace of supply growth has outstripped
expectations.
We continue to monitor and assess the impact of tariffs on goods being imported into the United States. Our global
supply chain organization continuously monitors market trends and works to mitigate those and other cost increases through
economies of scale in global procurement, technology modifications, and efficient sourcing practices. Globally, we continue to
be impacted by extended supply chain lead times for the supply of select raw materials.
Also, while we have been impacted by
inflationary cost increases, we generally try to pass much of those increases on to our customers and we believe we have
effective solutions to minimize their operational impact.
HAL
Q3 2025
FORM
10-Q
| 18
|
Part I. Item 2
| Executive Overview
|
Financial
results
The following graph illustrates our revenue and operating margins for each operating segment for the
third
quarter of
2024
and
2025
.
During the
third
quarter of
2025
, we generated total company revenue of
$5.6 billion
, a
2%
decrease
as compared to
the
third
quarter of
2024
.
We reported operating income of
$356 million
, including impairments and other charges of
$392
million
,
in the
third
quarter of
2025
, as
compared
to operating income of
$871 million
in the
third
quarter of
2024
, including
impairments and other charges of
$116 million
.
The tariff impact on operating income for the
third
quarter of 2025 was
approximately $31 milli
on and resulted primarily from tariffs imposed by the United States.
Our Completion and Production segment revenue
decreased
2%
in the
third
quarter of
2025
as compared to the
third
quarter of
2024
.
These results were largely
driven by lower pressure pumping services in North America and reduced
completion tool sales in Latin America and the Middle East. Partially offsetting these decreases were increased stimulation
activity in Latin America and higher completion tool sales in Norway. Operating income was further adversely impacted by
lower activity and reduced pricing for stimulation activity in US Land.
Our Drilling and Evaluation segment revenue
was relatively flat
in the
third
quarter of
2025
as compared to the
third
quarter of
2024
.
D
ecreased drilling-related services in Latin America and lower activity across multiple product service lines in
Saudi Arabia were offset by increased drilling-related services in Europe. Operating income was further adversely impacted by
activity mix and mobilization costs in drilling-related services.
Our North America revenue
was relatively flat
in the
third
quarter of
2025
as compared to the
third
quarter of
2024
.
Lower pressure pumping services, decreased fluid services, and reduced artificial lift activity in US Land were offset by higher
completion tool sales and increased fluid services in the Gulf of America and higher drilling activity in US Land.
Internationally, revenue
decreased
2%
in the
third
quarter of
2025
as compared to the
third
quarter of
2024
,
largely
driven by
lower activity across multiple product service lines in Mexico and Saudi Arabia. Partially offsetting these decreases
were higher activity across multiple product service lines in Norway, improved fluid services in the Middle East and Argentina,
and higher pipeline services in
Middle East/Asia.
Our operating performance and liquidity are described in more detail in “Liquidity and Capital Resources” and
“Business Environment and Results of Operations.”
Sustainability and
Energy
Mix
Transition
In 2021, we announced our target to achieve a 40% reduction in our Scope 1 and 2 emissions by 2035 from the 2018
baseline.
We
continue
to execute our priorities to drive down our emissions intensity.
At the same time, we support our
customers in their emissions reduction efforts by continuously developing and deploying goods and services that are accretive
to their goals as well as ours. As the energy mix transition unfolds, we seek to apply our expertise and resources in growth
sectors adjacent to our traditional oilfield services space, including carbon capture, utilization, and storage
,
and geothermal.
Finally, we will continue to focus on accelerating the success of clean tech start-ups via Halliburton Labs, which also allows us
to participate in the energy mix transition at relatively low risk by investing our expertise, resources, and team without a
significant outlay of capital while we learn where we can strategically engage in new markets.
As of
September 30, 2025
,
Halliburton Labs had 40
participating companies and alumni.
HAL
Q3 2025
FORM
10-Q
| 19
|
Part I. Item 2
| Liquidity and Capital Resources
|
L
IQUIDITY AND CAPITAL RESOURCES
As of
September 30, 2025
, we had
$2.0 billion
of cash and equivalents, compared to
$2.6 billion
of cash and
equivalents at
December 31, 2024
.
Significant sources and uses of cash
during the first nine months of
2025
Sources of cash:
•
Cash flows from operating activities were
$1.8 billion
. Working capital, which consists of receivables, inventories,
and accounts payable, had
a negative
impact of
$111 million
.
•
We received
$120 million
on the sale of an equity investment.
•
We received
$228 million
on the sale of investment securities.
Uses of cash:
•
Capital
expenditures
were
$917 million
.
•
We repurchased
32.9 million
shares of our common stock for
$757 million
, which includes excise tax payment due
on 2024 share repurchases
.
•
We paid
$436 million
of dividends to our shareholders.
•
We paid
$343 million
related to a purchase of an equity investment.
•
We paid
$175 million
to acquire businesses.
•
We paid
$128 million
on the purchase of investment securities.
Future sources and uses of cash
We manufacture most of our own equipment, which provides us with some flexibility to increase or decrease our
capital expenditures based on market conditions. We currently expect capital spending for
2025
to
be approximately
6%
of
revenue.
However, we intend to reduce our capital expenditures in 2026 by 30%, to approximately $1.0 billion, in response to
the market conditions we expect to encounter. Despite this reduction, we believe this level of spending will enable continued
investment in our core strategic technologies and businesses, including the international expansion of
our artificial lif
t, well
intervention, unconventionals, and drilling technologies.
While we maintain focus on liquidity and debt reduction, we are also focused on providing cash returns to our
shareholders. Our quarterly dividend rate is
$0.17
per common share
, or approximately
$144 million
. In 2023, our Board
approved a capital return framework with a goal of
returning at least 50% of our annual free cash flow to shareholders through
dividends and share repurchases and we expect our returns to shareholders will be in line with our capital return framework for
2025
.
We
may utilize share repurchases as part of our capital return framework. Our Board of Directors has authorized a
program to repurchase our common stock from time to time.
We repurchased
11.3 million
shares of common stock during the
third quarter of
2025
under this program. Approximately
$2.3 billion
remained authorized for repurchases as of
September 30,
2025
and may be used for open market and other share purchases.
During 2023, we began our migration to SAP S4 which we expect to complete in the
fourth quarter of
2026
.
During
the
nine months ended
September 30, 2025
, w
e incurred
$112 million
in expense on our SAP S4 migration
.
Due to the
extension of the project, we currently expect the estimated total cost will be approximately $40 million per quarter going
forward. We believe the new system will provide important efficiency benefits, cost savings, enhanced visibility to our
operations, and advanced analytics that will benefit us and our customers.
Other factors affecting
liquidity
Financial
condition in current market.
As of
September 30, 2025
, we had
$2.0 billion
of cash and equivalents and
$3.5
billion
of available committed bank
credit under a new revolving credit facility
executed on August 18, 2025, with an
expiration date of August 16, 2030.
We believe we have a manageable debt maturity profile, with approximately
$472 million
c
oming due beginning in 2025
through 2027,
with the majority due in 2025
.
Furthermore,
we have no financial covenants or
material adverse change
provisions
in our bank agreements
,
and our debt maturities extend over a long period of time. We
believe our cash on hand, cash flows generated from operations, and our available credit facility will provide sufficient liquidity
to address the challenges and opportunities of the current market and our expected global cash needs, including capital
expenditures, working capital investments, shareholder returns, if any, debt repurchases, if any, and scheduled interest and
principal payments.
HAL
Q3 2025
FORM
10-Q
| 20
|
Part I. Item 2
| Liquidity and Capital Resources
|
Guarantee agreements
.
In the normal course of business, we have agreements with financial institutions under which
approximately
$2.9 billion
of letters of credit, bank guarantees, or surety bonds were outstanding as of
September 30, 2025
.
Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization;
however, none of these triggering events have occurred. As of
September 30, 2025
, we had no material off-balance sheet
liabilities and were not required to make any material cash distributions to our unconsolidated subsidiaries.
We have entered into CDSs with third-party financial institutions that have an aggregate notional amount
outstanding
as of
September 30, 2025
of
$750 million
, compared to an aggregate notional amount outstanding as of
December 31, 2024
of
$739 million
,
related to borrowings provided by the financial institutions to one of our primary customers in Mexico, of which,
portions of the proceeds were utilized by this customer to pay certain of our outstanding receivables.
Approximately
$550
million
of the outstanding amount of the CDSs reduces monthly over its remaining
12
-
month term and
$107 million
reduces
monthly over its remaining
9
-month term
.
The remaining
$93 million
outstanding amount reduces monthly over its remaining
5
-
month term
.
Credit ratings
.
Our credit ratings with Standard & Poor’s
remain BBB+ for our long-term debt and A-2 f
or our short-
term debt, with a stable outlook. Our credit ratings with Moody's Investors Service remain A3 for our long
-term debt and P-2
for our short-term debt, with a stable outlook.
Customer receivables
.
In line with industry practice, we bill our customers for our services in arrears and are,
therefore, subject to our customers delaying or failing to pay our invoices. In weak economic environments, we may experience
increased delays and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from
operations and their access to the credit markets, as well as unsettled political conditions.
Receivables from our primary customer in Mexico accounted for approximately
11%
of our total receivables as of
September 30, 2025
.
While we have experienced payment delays from our primary customer in Mexico, the amounts are not in
dispute and we have not historically had, and we do not expect any material write-offs due to collectability of receivables from
this customer.
HAL
Q3 2025
FORM
10-Q
| 21
|
Part I. Item 2
| Business Environment and Results of Operations
|
BUSINESS ENVIRONMENT AND RESULTS OF OPERATIONS
We operate in
more than 70
countries
throughout the world to provide a comprehensive range of services and products
to the energy industry. Our revenue is generated from the sale of services and products to major, national, and independent oil
and natural gas companies worldwide. The industry we serve is highly competitive with many substantial competitors in each
segment of our business. During the first
nine
months of
2025
, based on the location of the services provided and products sold,
39%
of our consolidated revenue was from the United States, compared to
41%
of our consolidated revenue from the United
States in the first
nine
months of
2024
.
No other country accounted for more than 10% of our revenue
for those periods.
Activity within our business segments is significantly impacted by spending on upstream exploration, development, and
production programs by our customers. Also impacting our activity is the status of the global economy, which impacts oil and
natural gas consumption.
Some of the more significant determinants of current and future spending levels of our customers are oil and natural
gas prices, our customers’ expectations about future prices, global oil supply and demand, the impact on natural gas supply and
demand in North America of electrification and data centers power requirements, completions intensity, the world economy, the
availability of capital, government regulation, and global stability, which together drive worldwide drilling and completions
activity. We expect that many of our customers in North America will continue their strategy of operating within their cash
flows and generating returns rather than prioritizing production growth. Lower oil and natural gas prices usually translate into
lower exploration and production budgets and lower rig count, while the opposite is usually true for higher oil and natural gas
prices. Our financial performance is therefore significantly affected by oil and natural gas prices and worldwide rig activity,
which are summarized in the tables below.
The table below shows the average prices for West Texas Intermediate (
W
TI) crude oi
l, United K
ingdom Brent crude
oil, and Henry Hub natural gas.
|
Three Months Ended
|
Year Ended
|
||
|
September 30,
|
December 31,
|
||
|
2025
|
2024
|
2024
|
|
|
Oil Price - WTI
(1)
|
$
65.74
|
$
76.24
|
$
76.55
|
|
Oil Price - Brent
(1)
|
68.97
|
79.84
|
80.53
|
|
Natural Gas Price - Henry Hub
(2)
|
3.03
|
2.11
|
2.19
|
|
(1)
|
Oil prices measured in dollars per barrel.
|
||||
|
(2)
|
Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu.
|
||||
The historical average rig counts based on the weekly Baker Hughes rig count data w
ere as follows:
|
Three Months Ended
|
Nine Months Ended
|
Year Ended
|
|||
|
September 30,
|
September 30,
|
December 31,
|
|||
|
2025
|
2024
|
2025
|
2024
|
2024
|
|
|
US Land
|
526
|
566
|
552
|
584
|
580
|
|
US Offshore
|
14
|
20
|
14
|
20
|
19
|
|
Canada
|
178
|
210
|
174
|
184
|
187
|
|
North America
|
718
|
796
|
740
|
788
|
786
|
|
International
(1)
|
1,080
|
1,150
|
1,086
|
1,171
|
1,162
|
|
Worldwide Total
|
1,798
|
1,946
|
1,826
|
1,959
|
1,948
|
|
(1)
|
Historical average rig counts shown are based on data provided by Baker Hughes, which included retroactive
changes to international rig counts previously reported.
|
||||
HAL
Q3 2025
FORM
10-Q
| 22
|
Part I. Item 2
| Business Environment and Results of Operations
|
Business
outlook
Geopolitical tensions in the Middle East and the Russia-Ukraine conflict continue to cause high volatility in oil
markets. Additionally, the unwinding of OPEC+ supply cuts and tempered demand growth expectations due to trade tensions
contributed to decreases in the average WTI and United Kingdom Brent crude oil prices.
As of October 21, 2025, WTI crude oil
prices had decreased by approximately 12% since the end of the second quarter of 2025.
In response to these factors, we have
seen customers reduce their expected spend on oil and gas exploration and production activities and engage in other cost-cutting
activities, which has caused us to lower our expectations of activity over the short to medium term.
We expect our full year 2025 international revenue to decrease year over year primarily driven by further activity
reductions in Saudi Arabia and Mexico. We continue to expect revenue growth in Brazil and Norway, as well as offshore
frontier basins, to partially offset these reductions. We also expect North America full year 2025 revenue to decline year over
year driven by lower drilling and completion activity and pricing pressure. While increases in gas activity are likely to absorb
some service capacity in North America this year, it is unlikely to offset the decreases in oil-directed activity. To address the
softness in the market, in the third quarter of 2025, we reduced our variable and fixed cash costs to size our business
accordingly, which we expect will save us approximately $100 million per quarter going forward. Furthermore, we will
continue to idle, relocate, or retire equipment that does not meet our return thresholds and will remain focused on generating
free cash flow and returns, and capital discipline.
Despite the softening market described above, we believe the combination of long-cycle international investment and
emerging structural demand for natural gas driven by data centers, electrification, and power reliability, positions our business
for durable growth over the medium and long term. Additionally, we believe increased investment in existing and new sources
of oil and natural gas production is needed to address future demand. This will necessitate production from conventional and
unconventional, deep-water and shallow-water, and short and long-cycle projects. We expect that increased oil and natural gas
production requirements will in turn create demand for our products and services.
HAL
Q3 2025
FORM
10-Q
| 23
|
Part I. Item 2
| Results of Operations in
2025
compared to
2024
(QTD)
|
RESULTS OF OPERATIONS IN
2025
COMPARED TO
2024
Three Months Ended
September 30, 2025
Compared with
Three Months Ended
September 30, 2024
|
Three Months Ended
|
||||
|
September 30,
|
Favorable
|
Percentage
|
||
|
Millions of dollars
|
2025
|
2024
|
(Unfavorable)
|
Change
|
|
Revenue:
|
||||
|
By operating segment:
|
||||
|
Completion and Production
|
$
3,223
|
$
3,299
|
$
(76)
|
(2)
%
|
|
Drilling and Evaluation
|
2,377
|
2,398
|
(21)
|
(1)
|
|
Total revenue
|
$
5,600
|
$
5,697
|
$
(97)
|
(2)
%
|
|
By geographic region:
|
||||
|
North America
|
$
2,364
|
$
2,386
|
$
(22)
|
(1)
%
|
|
Latin America
|
996
|
1,053
|
(57)
|
(5)
|
|
Europe/Africa/CIS
|
828
|
722
|
106
|
15
|
|
Middle East/Asia
|
1,412
|
1,536
|
(124)
|
(8)
|
|
Total revenue
|
$
5,600
|
$
5,697
|
$
(97)
|
(2)
%
|
|
Operating income:
|
||||
|
By operating segment:
|
||||
|
Completion and Production
|
$
514
|
$
669
|
$
(155)
|
(23)
%
|
|
Drilling and Evaluation
|
348
|
406
|
(58)
|
(14)
|
|
Total operations
|
862
|
1,075
|
(213)
|
(20)
|
|
Corporate and other
|
(64)
|
(60)
|
(4)
|
(7)
|
|
SAP S4 upgrade expense
|
(50)
|
(28)
|
(22)
|
(79)
|
|
Impairments and other charges
|
(392)
|
(116)
|
(276)
|
n/m
|
|
Total operating income
|
$
356
|
$
871
|
$
(515)
|
(59)
%
|
|
n/m = not meaningful
|
||||
Operating Segments
Completion and Production
Completion and Production revenue in the
third
quarter of
2025
was
$3.2 billion
,
a decrease
of
$76 million
, or
2%
,
when compared to the
third
quarter of
2024
. Operating income in the
third
quarter of
2025
was
$514 million
,
a decrease
of
$155
million
, or
23%
, when compared to the
third
quarter of
2024
.
These results were largely
driven by lower pressure pumping
services in North America and reduced completion tool sales in Latin America and the Middle East. Partially offsetting these
decreases were
increased stimulation activity in Latin America and higher completion tool sales
in Norway. Operating income
was further adversely
impacted by lower activity and
reduced
pricing
for stimulation activity in US Land.
Drilling and Evaluation
Drilling and Evaluation revenue in the
third
quarter of
2025
was
$2.4 billion
,
a decrease
of
$21 million
, or
relatively
flat
, when compared to the
third
quarter of
2024
. Operating income in the
third
quarter of
2025
was
$348 million
,
a decrease
of
$58 million
, or
14%
, when compared to the
third
quarter of
2024
. D
ecreased
drilling-related
services in Latin America and
lower activity across multiple product service lines in Saudi Arabia were offset by increased drilling-related services in Europe.
Operating income was further
adversely
impacted
by activity mix and mobilization costs in drilling-related services.
Geographic Regions
North America
North America revenue in the
third
quarter of
2025
was
$2.4 billion
,
relatively flat
,
as
compared to the
third
quarter of
2024
.
Lower pressure pumping services, decreased fluid services, and reduced artificial lift activity in US Land were offset by
higher completion tool sales and increased fluid services in the Gulf of America and higher drilling activity in US Land.
HAL
Q3 2025
FORM
10-Q
| 24
|
Part I. Item 2
| Results of Operations in
2025
Compared to
2024
(QTD)
|
Latin America
Latin America revenue in the
third
quarter of
2025
was
$996 million
,
a
5%
decrease
compared to the
third
quarter of
2024
. This decrease was largely due to decreased activity across multiple product service lines in Mexico and lower completion
tool sales in Brazil. Partially offsetting these decreases
were
higher stimulation
and improved drilling-related services in
Argentina and
increased activity across multiple
product service lines in Brazil.
Europe/Africa/CIS
Europe/Africa/CIS revenue in the
third
quarter of
2025
was
$828 million
, a
15%
increase
compared to the
third
quarter
of
2024
.
This increase was primarily driven by higher completion tool sales and improved
drilling-related services
in the North
Sea along with increased well construction activity in Namibia. Partially offsetting these increases
was lower activity across
multiple product service lines in Senegal and Italy.
Middle East/Asia
Middle East/Asia revenue in the
third
quarter of
2025
was
$1.4 billion
, an
8%
decrease
compared to the
third
quarter
of
2024
. This decrease was largely due to decreased activity across multiple product service lines in Saudi Arabia and Malaysia.
Partially offsetting these decreases were increased stimulation activity
in Asia, improved fluid services in Saudi Arabia
and
higher a
rtificial lift activity in Kuwait.
Other Operating Items
SAP S4 Upgrade Expense.
As previously mentioned, during 2023, we began our migration to SAP S4, which we
expect to complete in
the fourth quarter
of 2026
. During the
third
quarter of
2025
, we recognized
$50 million
of expense on our
SAP S4 migration. During the
third
quarter of
2024
, we recognized
$28 million
of expense on our SAP S4 migration.
Impairments
and Other Charges
.
During the
three months ended
September 30, 2025
, there were pre-tax charges of
$392 million
recorded in impairments and other charges due to severance costs, fixed and other assets write-offs, an impairment
of assets held for sale, a reserve release related to a cybersecurity incident, a gain on an equity investment and other items.
During the
three months ended
September 30,
2024
,
we took a pre-tax charge of
$116 million
primarily related to severance
costs, an impairment of assets held for sale, expenses related to a cybersecurity incident, a gain on a fair value adjustment of an
equity investment, and other items. See Notes to
Condensed Consolidated
Financial Statements, Note
2
. Impairments and Other
Charges
for further discussion of these charges.
Nonoperating Items
Argentina Impairment on Investment.
In years 2022, 2023 and 2024
, w
e executed a series of loans to a third party and
received notes that are to be repaid in U.S. dollars upon maturity or earlier if certain conditions are met. During the
three
months ended
September 30, 2025
, we recorded a loss of $23 million resulting from the deterioration in the outlook of the
debtor’s liquidity and financial projections. This is included in “Other, net” on the consolidated statements of operations.
Income Tax Provision
.
During the
three months ended
September 30, 2025
, we recorded a total income tax provision
of
$199 million
on a pre-tax income of
$219 million
, resulting in an effective tax rate of
90.9%
fo
r t
he quarte
r. The effective tax
rate for the quarter was primarily impacted by the additional $125 million valuation allowance recorded against our deferred tax
assets, which resulted from the impact on the realizability of our FTC carryforward due to the “One Big Beautiful Bill Act”,
the
pre-tax
$392 million
of impairments and other charges, and the $23 million impairment of an investment in Argentina.
During
the
three months ended
September 30, 2024
, we recorded a total income tax provision of
$154 million
on a pre-tax income of
$734 million
, resulting in an effective tax rate of
21.0%
for the quarter. We recorded a tax benefit of $41 million during the
three months ended
September 30, 2024
, due to a partial release of a valuation allowance on our deferred tax assets based on
market conditions.
Pillar
Two
.
The Organization for Economic Co-operation and Development enacted model rules for a new global
minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or are in the process of
enacting, legislation considering these model rules. These rules did not have a material impact on our taxes for the
three months
ended
September 30, 2025
and
2024
.
HAL
Q3 2025
FORM
10-Q
| 25
|
Part I. Item 2
| Results of Operations in
2025
Compared to
2024
(QTD)
|
Internal Revenue Service Notice of Proposed
Adjustment
.
We are subject to taxes in the United States and in numerous
jurisdictions where we operate or where our subsidiaries are organized. Our tax returns are routinely subject to examination by
the taxing authorities in the jurisdictions where we file tax returns. In most cases we are no longer subject to examination by tax
authorities for years
before 2013
. The only significant operating jurisdiction that has tax filings under review or subject to
examination by the tax authorities is the United States. Our United States federal income tax filings for tax years 2016 through
2023,
including carry back of 2016 net operating losses to 2014
, are currently under review or remain open for review by the
IRS.
On September 28, 2023, we received a NOPA from the IRS covering our 2016 U.S. tax return. The NOPA proposed
an adjustment to reclassify approximately 95% of the $3.5 billion termination fee paid to Baker Hughes in 2016 from an
ordinary expense deduction to a capital loss. The termination fee was paid to Baker Hughes under the merger agreement after
antitrust regulators in multiple jurisdictions failed to approve our proposed merger. It is common commercial practice to include
a termination fee in a merger agreement to compensate the target for damages incurred when the acquisition does not go
forward. The IRS’s long-understood position at the time of the payment had been to treat such payments as an ordinary and
necessary business expense. We strongly disagree with the proposed adjustment on both a factual and legal basis, and we plan
to vigorously contest it.
We expect that resolving this dispute will take substantial time. In 2023, we initiated the IRS administrative appeals
process, which is ongoing. Failing a resolution through that process, the matter would ultimately be resolved by the United
States federal courts.
We regularly assess the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of
our tax reserves, and we believe our income tax reserves are appropriately provided for all open tax years. We cannot assure
you that the matter will be determined in our favor or against us, and if the matter is ultimately determined unfavorably to us, it
could have a material adverse impact on our results of operations and cash flows. Based on tax attributes currently available, we
estimate that, should the IRS's position prevail through its appellate process and subsequent litigation, the proposed adjustment
could result in cash taxes due of approximately
$640 m
illion
(plus interest thereon in the case of amounts due for previous tax
years). Our estimates are calculated under current tax law and on the bases of our assumptions regarding taxable income and
loss and other tax attributes over the relevant period, which law could change and which assumptions could and likely will
differ materially from actual results. In any event, no payment of any additional tax is currently required, nor do we anticipate
that the proposed adjustment would materially and adversely impact our ability to meet our expected uses of cash, including
future capital expenditures, working capital investments, and scheduled debt repayments, or our ability to return cash to
shareholders, even if a final determination of the matter is reached that is adverse to us.
HAL
Q3 2025
FORM
10-Q
| 26
|
Part I. Item 2
| Results of Operations in
2025
Compared to
2024
(YTD)
|
Nine Months Ended
September 30, 2025
Compared with
Nine Months Ended
September 30, 2024
|
Nine Months Ended
|
||||
|
September 30,
|
Favorable
|
Percentage
|
||
|
Millions of dollars
|
2025
|
2024
|
(Unfavorable)
|
Change
|
|
Revenue:
|
||||
|
By operating segment:
|
||||
|
Completion and Production
|
$
9,514
|
$
10,073
|
$
(559)
|
(6)
%
|
|
Drilling and Evaluation
|
7,013
|
7,261
|
(248)
|
(3)
|
|
Total revenue
|
$
16,527
|
$
17,334
|
$
(807)
|
(5)
%
|
|
By geographic region:
|
||||
|
North America
|
$
6,859
|
$
7,413
|
$
(554)
|
(7)
%
|
|
Latin America
|
2,869
|
3,258
|
(389)
|
(12)
|
|
Europe/Africa/CIS
|
2,423
|
2,208
|
215
|
10
|
|
Middle East/Asia
|
4,376
|
4,455
|
(79)
|
(2)
|
|
Total revenue
|
$
16,527
|
$
17,334
|
$
(807)
|
(5)
%
|
|
Operating income:
|
||||
|
By operating segment:
|
||||
|
Completion and Production
|
$
1,558
|
$
2,080
|
$
(522)
|
(25)
%
|
|
Drilling and Evaluation
|
1,012
|
1,207
|
(195)
|
(16)
|
|
Total operations
|
2,570
|
3,287
|
(717)
|
(22)
|
|
Corporate and other
|
(196)
|
(190)
|
(6)
|
(3)
|
|
SAP S4 upgrade expense
|
(112)
|
(91)
|
(21)
|
(23)
|
|
Impairments and other charges
|
(748)
|
(116)
|
(632)
|
n/m
|
|
Total operating income
|
$
1,514
|
$
2,890
|
$
(1,376)
|
(48)
%
|
|
n/m = not meaningful
|
||||
Operating Segments
Completion and Production
Completion and Production revenue in
the first nine months of 2025
was
$9.5 billion
,
a decrease
of
$559 million
, or
6%
, compared to
the first nine months of 2024
. Operating income for the segment in
the first nine months of 2025
was
$1.6
billion
,
a decrease
of
$522 million
, or
25%
, compared to
the first nine months of 2024
. These results were largely driven by
d
ecreased pressure pumping services in the Western Hemisphere and lower completion tool sales in the Western Hemisphere
and Africa. Partially offsetting these declines were increased completion tool sales in Europe and Canada.
Drilling and Evaluation
Drilling and Evaluation revenue in
the first nine months of 2025
was
$7.0 billion
,
a decrease
of
$248 million
, or
3%
,
compared to
the first nine months of 2024
. Operating income for the segment in
the first nine months of 2025
was
$1.0 billion
,
a decrease
of
$195 million
, or
16%
, compared to
the first nine months of 2024
. These results were primarily driven by
decreased activity across multiple product service lines in Mexico and
Saudi Arabia, as well as
decreased testing services and
lower wireline activity internationally. Partially offsetting these decreases were improved drilling services in Europe, and higher
fluid services in Latin America and the Middle East.
Geographic Regions
North America
North America revenue in
the first nine months of 2025
was
$6.9 billion
, a
7%
decrease
compared to
the first nine
months of 2024
, largely driven by decreased pressure pumping services in US Land and lower completion tool sales in the Gulf
of America and US Land. Partially offsetting these decreases were improved stimulation activity in the Gulf of America and
higher completion tool sales in Canada.
HAL
Q3 2025
FORM
10-Q
| 27
|
Part I. Item 2
| Results of Operations in
2025
Compared to
2024
(YTD)
|
Latin America
Latin America revenue in
the first nine months of 2025
was
$2.9 billion
, a
12%
decrease
compared to
the first nine
months of 2024
,
resulting from lower activity across multiple product service lines in Mexico and decreased completion tool
sales across the region. Partially offsetting these decreases were higher drilling-related services in Argentina, Brazil and
Caribbean.
Europe/Af
rica/CIS
Europe/Africa/CIS revenue in
the first nine months of 2025
was
$2.4 billion
, a
10%
increase
compared to
the first nine
months of 2024
, resulting from improved activity across multiple product service lines in Norway and Romania, higher well
construction activity in Namibia and improved completion tool sales in the Caspian Area. Partially offsetting these increases
were decreased activity across multiple product service lines in Senegal and Italy, and lower completion tool sales and
decreased pressure pumping services in Angola.
Middle East/Asia
Middle East/Asia revenue in
the first nine months of 2025
was
$4.4 billion
, a
2%
decrease
compared to
the first nine
months of 2024
, resulting primarily from decreased activities across multiple product service lines in Saudi Arabia and
Malaysia and lower project management activity and decreased testing services in the region. Partially offsetting these
decreases were increased activity across multiple product service lines in Kuwait, improved fluid services in the United Arab
Emirates and higher pressure pumping services in India.
Other Operating Items
SAP S4 Upgrade Expense.
As previously mentioned, during 2023 we began our migration to SAP S4, which we expect
to complete in the fourth quarter
of 2026
. During the
nine months ended
September 30, 2025
, we recognized
$112 million
of
expense on our SAP S4 migration. During the
nine months ended
September 30, 2024
, we recognized
$91 million
of expense
on our SAP S4 migration.
Impairments
and Other Charges
.
During the
nine months ended
September 30, 2025
, we recognized a pre-tax charge
of
$748 million
primarily related to severance costs, fixed and other assets write-offs, an impairment of assets held for sale, an
impairment of facility closures and lease terminations, a reserve release related to a cybersecurity incident, a gain on an equity
investment and
other items, primarily related to legacy environmental remediation cost estimate increases
. During the
nine
months ended
September 30, 2024
, we recognized a pre-tax charge of
$116 million
, primarily related to severance costs, an
impairment of assets held for sale, expenses related to a cybersecurity incident, a gain on a fair value adjustment of an equity
investment, and other items. See Notes to
Condensed Consolidated
Financial Statements, Note
2
. Impairments and Other
Charges
for further discussion of these charges.
Nonoperating Items
Argentina Impairment on Investment.
In years 2022, 2023 and 2024
, we executed a series of loans to a third party and
received notes that are to be repaid in U.S. dollars upon maturity or earlier if certain conditions are met.
During the
nine months
ended
September 30, 2025
and
2024
, we recorded a loss of $23 million and $38 million, respectively,
resulting from the
deterioration in the outlook of the debtor’s liquidity and financial projections.
This is included in “Other, net” on the
consolidated statements of operations.
Egypt Currency Impact.
In the first quarter of
2024
, the Egyptian pound devalued by approximately 35% relative to
the U.S. dollar. Consequently, we incurred a l
oss of
$38 million
during
the
nine months ended
September 30, 2024
, due to the
devaluation of the currency in Egypt. This is included in “Other, net” on the consolidated statements of operations.
Income Tax Provision
. During the
nine months ended
September 30, 2025
, we recorded a total income tax provision of
$433 million
on a pre-tax income of
$1.1 billion
, resulting in an effective tax rate of
38.1%
.
The effective tax rate for this
period was primarily impacted by the additional valuation allowance recognized in the amount of $125 million on our deferred
tax assets, which resulted from the impact on the realizability of our FTC carryforward due to the
“One Big Beautiful Bill Act”
,
the pre-tax
$748 million
of impairments and other charges, and the
$23
million impairment of an investment in Argentina.
During the
nine months ended
September 30, 2024
, we recorded a total income tax provision of
$539 million
on pre-tax income
of
$2.4 billion
, resulting in an effective tax rate of
22.1%
. We recorded a tax benefit of $41 million during the
nine months
ended
September 30, 2024
, due to a partial release of a valuation allowance on our deferred tax assets based on market
conditions.
Pillar Two
.
As previously mentioned, The Organization for Economic Co-operation and Development enacted model
rules for a new global minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or
are in the process of enacting, legislation considering these model rules. These rules did not have a material impact on our taxes
for the
nine months ended
September 30, 2025
and
2024
.
HAL
Q3 2025
FORM
10-Q
| 28
|
Part I. Item 2
| Forward-Looking Information
|
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information.
Forward-looking information is based on projections and estimates, not historical information. Some statements in this Form
10-Q
are forward-looking and use words like “may,” “may not,” “believe,” “do not believe,” “plan,” “estimate,” “intend,”
“expect,” “do not expect,” “anticipate,” “do not anticipate,” “should,” “likely,” and other expressions. We may also provide oral
or written forward-looking information in our statements and other materials we release to the public. Forward-looking
information involves risks and uncertainties and reflects our best judgment based on current information. Our results of
operations can be affected by inaccurate assumptions we make or by known or unknown risks and uncertainties. In addition,
other factors may affect the accuracy of our forward-looking information. As a result, no forward-looking information can be
guaranteed. Actual events and the results of our operations may vary materially.
We do not assume any responsibility to publicly update any of our forward-looking statements regardless of whether
factors change as a result of new information, future events, or for any other reason. You should review any additional
disclosures we make in our press releases and Forms 10-K, 10-Q, and 8-K filed with or furnished to the 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
For quantitative and qualitative disclosures about market risk, see Part II, Item 7(a), “Quantitative and Qualitative
Disclosures About Market Risk,” in our
2024
Annual Report on Form 10-K. Our exposure to market risk has not changed
materially since
December 31, 2024
.
Item 4.
Controls and Procedures
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under
the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of
September 30, 2025
to provide reasonable assurance that information required to be disclosed in our reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and
procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting that occurred during the quarter ended
September 30, 2025
that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
HAL
Q3 2025
FORM
10-Q
| 29
|
Part II. Item 1 | Legal Proceedings
|
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
On January 12, 2024, Plaintiff Eric Gilbert (“Plaintiff”), on behalf of himself and similarly situated stockholders of
Halliburton Company (the “Company”), filed a Verified Class Action Complaint (the “Action”) against, among others, the
Company in the Court of Chancery of the State of Delaware (the “Court”), challenging the validity of certain aspects of the
advance notice and stockholder nomination provisions of the By-laws of the Company, dated as of December 8, 2022.
On May 2, 2024, the Company modified the challenged provisions by amending the By-laws of the Company in the
form filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission (the “SEC”) on May 3, 2024 (the “Amendments”).
Plaintiff and the Company agreed that the Amendments rendered Plaintiff’s claims moot. To avoid the time and
expense of continued litigation and without any admissions, the parties agreed to resolve Plaintiff’s counsel fee application with
a payment by the Company to Plaintiff’s counsel of $150,000 in full satisfaction of the claim for attorneys’ fees and expenses in
the Action.
On October 16, 2025,
the Court entered a stipulation and order closing the Action, subject to the Company filing an
affidavit with the Court confirming that the disclosure in this Quarterly Report on Form 10-Q, which shall constitute notice to
stockholders for purposes of Court of Chancery Rule 23, has been filed with the SEC. In entering such order, the Court did not
pass judgment on the amount of the attorneys’ fees and expenses.
Refer to Note
10
to the condensed consolidated financial statements for further information regarding Item 1. Legal
Proceedings.
Item 1(a).
Risk Factors
The statements in this section describe the known material risks to our business and should be considered carefully. As
of
September 30, 2025
, there have been
no material changes in risk factors
previously disclosed in our Annual Report on Form
10-K for the fiscal year ended
December 31, 2024
.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Following is a summary of our repurchases of our common stock during the
three months ended
September 30, 2025
.
|
Period
|
Total Number
of Shares
Purchased (a)
|
Average
Price Paid per Share
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans or
Programs (b)
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that may yet
be Purchased Under
the Program (b)
|
|
July 1 - 31
|
4,010,502
|
$21.88
|
3,647,303
|
$2,469,511,929
|
|
August 1 - 31
|
3,976,198
|
$21.45
|
3,963,110
|
$2,384,511,932
|
|
September 1 - 30
|
3,757,318
|
$22.79
|
3,728,712
|
$2,299,511,965
|
|
Total
|
11,744,018
|
$22.03
|
11,339,125
|
|
(a)
|
Of the
11,744,018
shares purchased during the three-month period ended
September 30, 2025
,
404,893
were acquired from
employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in
restricted stock grants. These shares were not part of a publicly announced program to repurchase common stock.
|
|
(b)
|
Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately
$2.3 billion
remained authorized for repurchases under the program as of
September 30, 2025
. From the inception of this program in February
of 2006 through
September 30, 2025
, we repurchased approximately
317 million
shares of our common stock for a total cost of
approximately
$11.8 billion
.
|
Item 3. Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Our barite and bentonite mining operations, in support of our fluid services business, are subject to regulation by the
U.S.
Mine Safety and Health Administration
under the
Federal Mine Safety and Health Act of 1977
. Information concerning
mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report.
HAL
Q3 2025
FORM
10-Q
| 30
Item 5.
Other Information
During the three months
ended
September 30, 2025
,
the following officers of the Company
adopte
d
or
terminated
a
“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of
Regulation S-K, and no trading arrangements were adopted or terminated by directors of the Company.
|
Reporting Officer
|
Title
|
Reporting
Action
|
Plan Adoption
Date
|
Plan End Date
|
Aggregated Shares
Covered
|
Intended to Satisfy
Rule 10b5-1?
|
|
|
Executive Vice
President, Chief
Legal Officer and
Secretary
|
|
|
|
|
Yes
|
|
|
Executive Vice
President,
Administration and
Chief Human
Resources Officer
|
|
|
|
|
Yes
|
|
|
President Western
Hemisphere
|
|
|
|
|
Yes
|
|
|
President Eastern
Hemisphere
|
|
|
|
|
Yes
|
|
|
Senior Vice
President and
Treasurer
|
|
|
|
|
Yes
|
HAL
Q3 2025
FORM
10-Q
| 31
|
Part II. Item 6 | Exhibits
|
Item 6.
Exhibits
|
4.1
|
||
|
4.2
|
||
|
4.3
|
||
|
10.1
|
||
|
†
|
10.2
|
|
|
*
|
31.1
|
|
|
|
|
|
|
*
|
31.2
|
|
|
|
|
|
|
**
|
32.1
|
|
|
|
|
|
|
**
|
32.2
|
|
|
|
|
|
|
*
|
95
|
|
|
*
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
|
|
*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
104
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
*
|
Filed with this Form 10-Q.
|
|
|
**
|
Furnished with this Form 10-Q.
|
|
†
|
Management contracts or compensatory plans or arrangements.
|
|
HAL
Q3 2025
FORM
10-Q
| 32
SIGNATURES
Pursuant to the requiremen
ts
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
HALLIBURTON
COMPANY
|
/s/ Eric J. Carre
|
/s/ Stephanie S. Holzhauser
|
|
Eric J. Carre
|
Stephanie S. Holzhauser
|
|
Executive Vice President and
|
Senior Vice President and
|
|
Chief Financial Officer
|
Chief Accounting Officer
|
Date:
October 24, 2025
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsNote 1. Basis Of PresentationNote 2. Impairments and Other ChargesNote 3. Business Segment InformationNote 4. RevenueNote 5. InventoriesNote 6. Accounts PayableNote 7. DebtNote 8. Income TaxesNote 9. Shareholders' EquityNote 10. Commitments and ContingenciesNote 11. Income Per ShareNote 12. Fair Value Of Financial InstrumentsNote 13. New Accounting PronouncementsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1(a). Risk FactorsItem 1(a)Item 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits