Annual Reports

  • 10-K (Feb 7, 2014)
  • 10-K (Feb 11, 2013)
  • 10-K (Feb 16, 2012)
  • 10-K (Feb 17, 2011)
  • 10-K (Feb 17, 2010)
  • 10-K (Feb 18, 2009)

 
Quarterly Reports

 
8-K

 
Other

Halliburton Company 10-K 2011
ed10k2010_final.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K

(Mark One)
[X]         Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2010

OR

[   ]         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number 001-03492

HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
Delaware
75-2677995
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
3000 North Sam Houston Parkway East
Houston, Texas  77032
(Address of principal executive offices)
Telephone Number – Area code (281) 871-2699
   
Securities registered pursuant to Section 12(b) of the Act:
   
 
Name of each exchange on
Title of each class
which registered
Common Stock par value $2.50 per share
New York Stock Exchange
   
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
[X]
No
[   ]
   

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
[   ]
No
[X]
   
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
[X]
No
[   ]
   
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes
[X]
No
[   ]
   
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
 
 
Large accelerated filer[X]
Accelerated filer                        [    ]
 
 
Non-accelerated filer  [   ]
Smaller reporting company[    ]
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]No [X]
 
The aggregate market value of Common Stock held by nonaffiliates on June 30, 2010, determined using the per share closing price on the New York Stock Exchange Composite tape of $24.55 on that date was approximately $22,217,000,000.
 
As of February 11, 2011, there were 913,356,387 shares of Halliburton Company Common Stock, $2.50 par value per share, outstanding.
 
Portions of the Halliburton Company Proxy Statement for our 2011 Annual Meeting of Stockholders (File No. 001-03492) are incorporated by reference into Part III of this report.
 
 

 

HALLIBURTON COMPANY
Index to Form 10-K
For the Year Ended December 31, 2010

PART I
 
 PAGE
Item 1.
Business
            1
Item 1(a).
Risk Factors
            6
Item 1(b).
Unresolved Staff Comments
          17
Item 2.
Properties
          18
Item 3.
Legal Proceedings
          19
Item 4.
Specialized Disclosures
          29
PART II
   
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters,
 
 
and Issuer Purchases of Equity Securities
          30
Item 6.
Selected Financial Data
          31
Item 7.
Management’s Discussion and Analysis of Financial Condition and
 
 
Results of Operations
          31
Item 7(a).
Quantitative and Qualitative Disclosures About Market Risk
          31
Item 8.
Financial Statements and Supplementary Data
          31
Item 9.
Changes in and Disagreements with Accountants on Accounting and
 
 
Financial Disclosure
          32
Item 9(a).
Controls and Procedures
          32
Item 9(b).
Other Information
          32
MD&A AND FINANCIAL STATEMENTS
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
          33
Management’s Report on Internal Control Over Financial Reporting
          59
Reports of Independent Registered Public Accounting Firm
          60
Consolidated Statements of Operations
          62
Consolidated Balance Sheets
          63
Consolidated Statements of Shareholders’ Equity
          64
Consolidated Statements of Cash Flows
          65
Notes to Consolidated Financial Statements
          66
Selected Financial Data (Unaudited)
                104
Quarterly Data and Market Price Information (Unaudited)
                105
PART III
   
Item 10.
Directors, Executive Officers, and Corporate Governance
        106
Item 11.
Executive Compensation
        106
Item 12(a).
Security Ownership of Certain Beneficial Owners
        106
Item 12(b).
Security Ownership of Management
    106
Item 12(c).
Changes in Control
        106
Item 12(d).
Securities Authorized for Issuance Under Equity Compensation Plans
        106
Item 13.
Certain Relationships and Related Transactions, and Director
 
 
Independence
        107
Item 14.
Principal Accounting Fees and Services
        107
PART IV
   
Item 15.
Exhibits
        108
SIGNATURES
        117
(i)

 
 

 

PART I

Item 1.  Business.
General description of business
Halliburton Company’s predecessor was established in 1919 and incorporated under the laws of the State of Delaware in 1924.  We provide a variety of services and products to customers in the energy industry related to the exploration, development, and production of oil and natural gas.  We serve major, national, and independent oil and natural gas companies throughout the world and operate under two divisions, which form the basis for the two operating segments we report:  the Completion and Production segment and the Drilling and Evaluation segment.  See Note 2 to the consolidated financial statements for further financial information related to each of our business segments and a description of the services and products provided by each segment.
Business strategy
Our business strategy is to secure a distinct and sustainable competitive position as an oilfield service company by delivering products and services to our customers that maximize their production and recovery and realize proven reserves from difficult environments.  Our objectives are to:
 
-
create a balanced portfolio of products and services supported by global infrastructure and anchored by technology innovation with a well-integrated digital strategy to further differentiate our company;
 
-
reach a distinguished level of operational excellence that reduces costs and creates real value from everything we do;
 
-
preserve a dynamic workforce by being a preferred employer to attract, develop, and retain the best global talent; and
 
-
uphold the ethical and business standards of the company and maintain the highest standards of health, safety, and environmental performance.
Markets and competition
We are one of the world’s largest diversified energy services companies.  Our services and products are sold in highly competitive markets throughout the world.  Competitive factors impacting sales of our services and products include:
 
-
price;
 
-
service delivery (including the ability to deliver services and products on an “as needed, where needed” basis);
 
-
health, safety, and environmental standards and practices;
 
-
service quality;
 
-
global talent retention;
 
-
understanding of the geological characteristics of the hydrocarbon reservoir;
 
-
product quality;
 
-
warranty; and
 
-
technical proficiency.

 
1

 

We conduct business worldwide in approximately 80 countries.  The business operations of our divisions are organized around four primary geographic regions: North America, Latin America, Europe/Africa/CIS, and Middle East/Asia.  In 2010, based on the location of services provided and products sold, 46% of our consolidated revenue was from the United States.  In 2009 and 2008, 36% and 43% of our consolidated revenue was from the United States.  No other country accounted for more than 10% of our consolidated revenue during these periods.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Business Environment and Results of Operations” and Note 2 to the consolidated financial statements for additional financial information about geographic operations in the last three years.  Because the markets for our services and products are vast and cross numerous geographic lines, a meaningful estimate of the total number of competitors cannot be made.  The industries we serve are highly competitive, and we have many substantial competitors.  Largely, all of our services and products are marketed through our servicing and sales organizations.
Operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil unrest, expropriation or other governmental actions, exchange control problems, and highly inflationary currencies.  We believe the geographic diversification of our business activities reduces the risk that loss of operations in any one country would be material to the conduct of our operations taken as a whole.
Information regarding our exposure to foreign currency fluctuations, risk concentration, and financial instruments used to minimize risk is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Instrument Market Risk” and in Note 12 to the consolidated financial statements.
Customers
Our revenue from continuing operations during the past three years was derived from the sale of services and products to the energy industry.  No customer represented more than 10% of consolidated revenue in any period presented.
Raw materials
Raw materials essential to our business are normally readily available.  Market conditions can trigger constraints in the supply of certain raw materials, such as sand, cement, and specialty metals.  We are always seeking ways to ensure the availability of resources, as well as manage costs of raw materials.  Our procurement department is using our size and buying power through several programs designed to ensure that we have access to key materials at competitive prices.
Research and development costs
We maintain an active research and development program.  The program improves existing products and processes, develops new products and processes, and improves engineering standards and practices that serve the changing needs of our customers, such as those related to high pressure/high temperature environments.  Our expenditures for research and development activities were $366 million in 2010, $325 million in 2009, and $326 million in 2008, of which over 96% was company-sponsored in each year.
Patents
We own a large number of patents and have pending a substantial number of patent applications covering various products and processes.  We are also licensed to utilize patents owned by others.  We do not consider any particular patent to be material to our business operations.

 
2

 

Seasonality
Weather and natural phenomena can temporarily affect the performance of our services, but the widespread geographical locations of our operations serve to mitigate those effects.  Examples of how weather can impact our business include:
 
-
the severity and duration of the winter in North America can have a significant impact on natural gas storage levels and drilling activity for natural gas;
 
-
the timing and duration of the spring thaw in Canada directly affects activity levels due to road restrictions;
 
-
typhoons and hurricanes can disrupt coastal and offshore operations; and
 
-
severe weather during the winter months normally results in reduced activity levels in the North Sea and Russia.
In addition, due to higher spending near the end of the year by customers for software and completion tools and services, these operations are generally stronger in the fourth quarter of the year than at the beginning of the year.
Employees
At December 31, 2010, we employed approximately 58,000 people worldwide compared to approximately 51,000 at December 31, 2009.  At December 31, 2010, approximately 18% of our employees were subject to collective bargaining agreements.  Based upon the geographic diversification of these employees, we do not believe any risk of loss from employee strikes or other collective actions would be material to the conduct of our operations taken as a whole.
Environmental regulation
We are subject to numerous environmental, legal, and regulatory requirements related to our operations worldwide.  For further information related to environmental matters and regulation, see Note 8 to the consolidated financial statements, Item 1(a), “Risk Factors,” and Item 3, “Legal Proceedings.”
Working capital
We fund our business operations through a combination of available cash and equivalents, short-term investments, and cash flow generated from operations.  In addition, our revolving credit facility is available for additional working capital needs.
Web site access
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 are made available free of charge on our internet web site at www.halliburton.com as soon as reasonably practicable after we have electronically filed the material with, or furnished it to, the Securities and Exchange Commission (SEC).  The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet site that contains our reports, proxy and information statements, and our other SEC filings.  The address of that site is www.sec.gov.  We have posted on our web site our Code of Business Conduct, which applies to all of our employees and Directors and serves as a code of ethics for our principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar functions.  Any amendments to our Code of Business Conduct or any waivers from provisions of our Code of Business Conduct granted to the specified officers above are disclosed on our web site within four business days after the date of any amendment or waiver pertaining to these officers.  There have been no waivers from provisions of our Code of Business Conduct for the years 2010, 2009, or 2008.  Except to the extent expressly stated otherwise, information contained on or accessible from our web site or any other web site is not incorporated by reference into this annual report on Form 10-K and should not be considered part of this report.

 
3

 

Executive Officers of the Registrant

The following table indicates the names and ages of the executive officers of Halliburton Company as of February 11, 2011, including all offices and positions held by each in the past five years:

Name and Age
Offices Held and Term of Office
Joseph F. Andolino
Senior Vice President, Tax of Halliburton Company, since January 2011
(Age 57)
Vice President, Business Development of Goodrich Corporation,
 
January 2009  to December 2010
 
Vice President, Tax and Business Development of Goodrich Corporation,
 
November 1999 to December 2008
   
Evelyn M. Angelle
Senior Vice President and Chief Accounting Officer of Halliburton Company,
(Age 43)
since January 2011
 
Vice President, Corporate Controller, and Principal Accounting Officer of
 
Halliburton Company, January 2008 to January 2011
 
Vice President, Operations Finance of Halliburton Company,
 
December 2007 to January 2008
 
Vice President, Investor Relations of Halliburton Company,
 
April 2005 to November 2007
   
James S. Brown
President, Western Hemisphere of Halliburton Company, since January 2008
(Age 56)
Senior Vice President, Western Hemisphere of Halliburton Company,
 
June 2006 to December 2007
 
Senior Vice President, United States Region of Halliburton Company,
 
December 2003 to June 2006
   
*      Albert O. Cornelison, Jr.
Executive Vice President and General Counsel of Halliburton Company,
(Age 61)
since December 2002
   
*      David J. Lesar
Chairman of the Board, President, and Chief Executive Officer of Halliburton
(Age 57)
Company, since August 2000
 
*      Mark A. McCollum
Executive Vice President and Chief Financial Officer of Halliburton Company,
(Age 51)
since January 2008
 
Senior Vice President and Chief Accounting Officer of Halliburton Company,
 
August 2003 to December 2007
   
Craig W. Nunez
Senior Vice President and Treasurer of Halliburton Company,
(Age 49)
since January 2007
 
Vice President and Treasurer of Halliburton Company, February 2006
 
to January 2007

 
4

 


Name and Age
Offices Held and Term of Office
Joe D. Rainey
President, Eastern Hemisphere of Halliburton Company, since January 2011
(Age 54)
Senior Vice President, Eastern Hemisphere of Halliburton Company, January
 
2010 to December 2010
 
Vice President, Eurasia Pacific Region of Halliburton Company, January 2009
 
to December 2009
 
Vice President, Asia Pacific Region of Halliburton Company, February 2005 to
 
December 2008
   
*      Lawrence J. Pope
Executive Vice President of Administration and Chief Human Resources Officer
(Age 42)
of Halliburton Company, since January 2008
 
Vice President, Human Resources and Administration of Halliburton
 
Company, January 2006 to December 2007
   
*      Timothy J. Probert
President, Strategy and Corporate Development of Halliburton Company,
(Age 59)
since January 2011
 
President, Global Business Lines and Corporate Development of
 
Halliburton Company, January 2010 to January 2011
 
President, Drilling and Evaluation Division and Corporate
 
Development of Halliburton Company, March 2009 to December 2009
 
Executive Vice President, Strategy and Corporate Development of Halliburton
 
Company, January 2008 to March 2009
 
Senior Vice President, Drilling and Evaluation of Halliburton Company,
 
July 2007 to December 2007
 
Senior Vice President, Drilling and Evaluation and Digital Solutions of
 
Halliburton Company, May 2006 to July 2007
 
Vice President, Drilling and Formation Evaluation of Halliburton Company,
 
January 2003 to May 2006

*      Members of the Policy Committee of the registrant.

There are no family relationships between the executive officers of the registrant or between any director and any executive officer of the registrant.

 
5

 

Item 1(a).  Risk Factors.

The statements in this section describe the known material risks to our business and should be considered carefully.

We, among others, have been named as a defendant in numerous lawsuits and are the subject of numerous investigations relating to the Macondo well incident that could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
The semisubmersible drilling rig, Deepwater Horizon, sank on April 22, 2010 after an explosion and fire onboard the rig that began on April 20, 2010.  The Deepwater Horizon was owned by Transocean Ltd. and had been drilling the Macondo exploration well in Mississippi Canyon Block 252 in the Gulf of Mexico for BP Exploration & Production, Inc. (BP Exploration), the lease operator and indirect wholly owned subsidiary of BP p.l.c. (BP p.l.c., BP Exploration, and their affiliates, collectively, BP).  There were eleven fatalities and a number of injuries as a result of the Macondo well incident.  Crude oil escaping from the Macondo well site spread across thousands of square miles of the Gulf of Mexico and reached the United States Gulf Coast.  We performed a variety of services for BP Exploration, including cementing, mud logging, directional drilling, measurement-while-drilling, and rig data acquisition services.
To date, we have been named along with other unaffiliated defendants in more than 330 complaints, most of which are alleged class-actions, involving pollution damage claims and at least 28 personal injury lawsuits involving six decedents and 54 allegedly injured persons who were on the drilling rig at the time of the incident. Another six lawsuits naming us and others relate to alleged personal injuries sustained by those responding to the explosion and oil spill.  Additional lawsuits may be filed against us, including criminal and civil charges under federal and state statutes and regulations.  Those statutes and regulations could result in criminal penalties, including fines and imprisonment, as well as civil fines, and the degree of the penalties and fines may depend on the type of conduct and level of culpability, including strict liability, negligence, gross negligence, and knowing violations of the statute or regulation.
In addition to the claims and lawsuits described above, numerous industry participants, governmental agencies and Congressional committees are investigating or plan to investigate the cause of the explosion, fire, and resulting oil spill.  According to the January 11, 2011 report (Investigation Report) of the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling (National Commission),  the “immediate causes” of the incident were the result of a series of missteps, oversights, miscommunications and failures to appreciate risk by BP, Transocean, and us, although the National Commission acknowledged that there were still many things it did not know about the incident, such as the role of the blowout preventer. The National Commission also acknowledged that it may never know the extent to which each mistake or oversight caused the Macondo well incident, but concluded that the immediate cause was “a failure to contain hydrocarbon pressures in the well,” and pointed to three things that could have contained those pressures: “the cement at the bottom of the well, the mud in the well and in the riser, and the blowout preventer.”  In addition, the Investigation Report states that “primary cement failure was a direct cause of the blowout” and that cement testing performed by an independent laboratory “strongly suggests” that the foam cement slurry used on the Macondo well was unstable.  The Investigation Report also identified the failure of BP’s and our processes for cement testing and communication failures among BP, Transocean, and us with respect to the difficulty of the cement job as examples of systemic failures by industry management.

 
6

 

Our contract with BP Exploration relating to the Macondo well provides for our indemnification for claims and expenses relating to the Macondo well incident.  Given the potential amounts involved, BP Exploration and other indemnifying parties may seek to avoid their indemnification obligations.  Indemnification for criminal fines or penalties, if any, may not be available if a court were to find such indemnification unenforceable as against public policy.  In addition, we believe the law likely to be held applicable to matters relating to the Macondo well incident does not allow for enforcement of indemnification of persons who are found to be grossly negligent.  Certain state laws, if deemed to apply, also would not allow for enforcement of indemnification for gross negligence, and may not allow for enforcement of indemnification of persons who are found to be negligent with respect to personal injury claims. In addition, financial analysts and the press have speculated about the financial capacity of BP, and whether it might seek to avoid indemnification obligations in bankruptcy proceedings.  If BP Exploration filed for bankruptcy protection, a bankruptcy judge could disallow our contract with BP Exploration, including the indemnification obligations thereunder.  Also, we may not be insured with respect to civil or criminal fines or penalties, if any, pursuant to the terms of our insurance policies.
As of December 31, 2010, we had not accrued any amounts related to this matter because we do not believe that a loss is probable.  We are currently unable to estimate the full impact the Macondo well incident will have on us.  Further, an estimate of possible loss or range of loss related to this matter cannot be made.  However, considering the complexity of the Macondo well and the number of investigations being conducted and lawsuits pending, new information or future developments may require us to adjust our liability assessment.  If proceedings and investigations are not resolved in our favor, resulting liabilities, fines, or penalties, if any, for which we are not indemnified or are not insured could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

Certain matters relating to the Macondo well incident, including increased regulation of the United States offshore drilling industry, and similar catastrophic events could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
Results of the Macondo well incident and the subsequent oil spill have included offshore drilling delays and increased federal regulation of our and our customers’ operations, and more delays and regulations are expected.  For example, the Investigation Report recommended, among other things, a review of and numerous changes to drilling and environmental regulations and the creation of new, independent agencies to oversee the various aspects of offshore drilling.  The Bureau of Ocean Energy Management, Regulation and Enforcement (BOE) recently announced the creation of two new agencies and had previously issued guidance and regulations for drillers that intend to resume deepwater drilling activity.  The BOE’s regulations focus in part on increased safety and environmental issues, drilling equipment, and the requirement that operators submit drilling applications demonstrating regulatory compliance with respect to, among other things, required independent third-party inspections, certification of well design and well control equipment and emergency response plans in the event of a blowout.
Any increased regulation of the exploration and production industry as a whole that arises out of the Macondo well incident could result in higher operating costs for our customers, extended permitting and drilling delays, and reduced demand for our services.  We cannot predict to what extent increased regulation may be adopted in international or other jurisdictions or whether we and our customers will be required or may elect to implement responsive policies and procedures in jurisdictions where they may not be required.

 
7

 

In addition, the Macondo well incident has negatively impacted and could continue to negatively impact the availability and cost of insurance coverage for our customers and their service providers.  Also, our relationships with BP and others involved in the Macondo well incident could be negatively affected.  Our business may be adversely impacted by any negative publicity relating to the incident, any negative perceptions about us by our customers, any increases in insurance premiums or difficulty in obtaining coverage, and the diversion of management’s attention from our operations to focus on matters relating to the incident.
As illustrated by the Macondo well incident, the services we provide for our customers are performed in challenging environments which can be dangerous.  Catastrophic events such as a well blowout, fire or explosion can occur, resulting in property damage, personal injury, death, pollution, and environmental damage.  While we are typically indemnified by our customers for these types of events and the resulting damages and injuries (except in some cases, claims by our employees, loss or damage to our property, and any pollution emanating directly from our equipment), we will be exposed to significant potential losses should such catastrophic events occur if adequate indemnification provisions or insurance arrangements are not in place, if existing indemnity provisions are determined by a court to be unenforceable, or if our customer is unable or unwilling to satisfy its indemnity obligation.
The matters discussed above relating to the Macondo well incident and similar catastrophic events could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

We could be subject to claims under our indemnification in favor of KBR for liability with respect to undersea bolts installed in connection with KBR’s Barracuda-Caratinga project that could have a material adverse effect on our liquidity, consolidated results ofoperations, and consolidated financial condition.>
We provided indemnification in favor of KBR, Inc. (KBR) for out-of-pocket cash costs and expenses, or cash settlements or cash arbitration awards, KBR may incur as a result of the replacement of certain subsea flowline bolts installed in connection with KBR’s Barracuda-Caratinga project.
At the direction of Petrobras, the Brazilian national oil company, KBR replaced certain bolts located on the subsea flowlines that failed through mid-November 2005, and KBR has informed us that additional bolts have failed thereafter, which were replaced by Petrobras.  In March 2006, Petrobras commenced arbitration against KBR claiming $220 million plus interest for the cost of monitoring and replacing the defective bolts and all related costs and expenses of the arbitration, including the cost of attorneys’ fees. The parties presented evidence and witnesses to the arbitration panel in May 2010, and final arguments were presented in August 2010.  An adverse determination or result against KBR in the arbitration could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
 
Our operations are subject to political and economic instability and risk of government actions that could have a material adverse effect on our consolidated results of operations and consolidated financial condition.>
We are exposed to risks inherent in doing business in each of the countries in which we operate.  Our operations are subject to various risks unique to each country that could have a material adverse effect on our consolidated results of operations and consolidated financial condition.  With respect to any particular country, these risks may include:
 
 
8

 
 
 
-
political and economic instability, including:
   
civil unrest, acts of terrorism, force majeure, war, or other armed conflict;
   
inflation; and
   
currency fluctuations, devaluations, and conversion restrictions;
 
-
governmental actions that may:
   
result in expropriation and nationalization of our assets in that country;
   
result in confiscatory taxation or other adverse tax policies;
   
limit or disrupt markets, restrict payments, or limit the movement of funds;
   
result in the deprivation of contract rights; and
   
result in the inability to obtain or retain licenses required for operation.
For example, due to the unsettled political conditions in many oil-producing countries, our revenue and profits are subject to the adverse consequences of war, the effects of terrorism, civil unrest, strikes, currency controls, and governmental actions.  Countries where we operate that have significant political risk include, but are not limited to: Algeria, Egypt, Indonesia, Iraq, Nigeria, Mexico, Russia, Azerbaijan, Kazakhstan, and Venezuela.  Our facilities and our employees are under threat of attack in some countries where we operate.  In addition, military action or continued unrest in the Middle East could impact the supply and pricing for oil and natural gas, disrupt our operations in the region and elsewhere, and increase our costs for security worldwide.
 
Our operations outside the United States require us to comply with a number of United States and international regulations, violations of which could have a material adverse effect on our consolidated results of operations and consolidated financial condition.
Our operations outside the United States require us to comply with a number of United States and international regulations.  For example, our operations in countries outside the United States are subject to the Foreign Corrupt Practices Act (FCPA), which prohibits United States companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage.  Our activities create the risk of unauthorized payments or offers of payments by one of our employees, agents, or joint venture partners that could be in violation of the FCPA, even though these parties are not always subject to our control.  We have internal control policies and procedures and have implemented training and compliance programs for our employees and agents with respect to the FCPA.  However, we cannot assure that our policies, procedures and programs always will protect us from reckless or criminal acts committed by our employees or agents.  Allegations of violations of applicable anti-corruption laws, including the FCPA, may result in internal, independent, or government investigations.  Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.  In addition, investigations by governmental authorities as well as legal, social, economic, and political issues in these countries could have a material adverse effect on our business and consolidated results of operations.  We are also subject to the risks that our employees, joint venture partners, and agents outside of the United States may fail to comply with other applicable laws.
 
 
9

 


Acts of terrorism and threats of armed conflicts in or around various areas in which we operate  could limit or disrupt markets and our operations, including disruptions resulting from the evacuation of personnel, cancellation of contracts, or the loss of personnel or assets.
Acts of terrorism and threats of armed conflicts in or around various areas in which we operate, such as the Middle East/North Africa, Mexico, Russia, Azerbaijan, Kazakhstan, Nigeria, and Indonesia, could limit or disrupt markets and our operations, including disruptions resulting from the evacuation of personnel, cancellation of contracts, or the loss of personnel or assets.  Such events may cause further disruption to financial and commercial markets and may generate greater political and economic instability in some of the geographic areas in which we operate.  In addition, any possible reprisals as a consequence of the wars and ongoing military action in the Middle East, such as acts of terrorism in the United States or elsewhere, could have a material adverse effect on our business and consolidated results of operations.

Changes in or interpretation of tax law and currency/repatriation control could impact the determination of our income tax liabilities for a tax year.
We have operations in approximately 80 countries other than the United States.  Consequently, we are subject to the jurisdiction of a significant number of taxing authorities.  The income earned in these various jurisdictions is taxed on differing bases, including net income actually earned, net income deemed earned, and revenue-based tax withholding.  The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties, and related authorities in each jurisdiction, as well as the significant use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred.  Changes in the operating environment, including changes in or interpretation of tax law and currency/repatriation controls, could impact the determination of our income tax liabilities for a tax year.
 
We are subject to foreign exchange risks and limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries or to repatriate assets from some countries.
A sizable portion of our consolidated revenue and consolidated operating expenses is in foreign currencies.  As a result, we are subject to significant risks, including:
 
-
foreign exchange risks resulting from changes in foreign exchange rates and the implementation of exchange controls; and
 
-
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries.
As an example, we conduct business in countries, such as Venezuela, that have nontraded or “soft” currencies that, because of their restricted or limited trading markets, may be more difficult to exchange for “hard” currency.  We may accumulate cash in soft currencies, and we may be limited in our ability to convert our profits into United States dollars or to repatriate the profits from those countries.

Trends in oil and natural gas prices affect the level of exploration, development and production activity of our customers and the demand for our services and products which could have a material adverse effect on our consolidated results of operations and consolidated financial condition.
Demand for our services and products is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies.  The level of exploration, development, and production activity is directly affected by trends in oil and natural gas prices, which, historically, have been volatile and are likely to continue to be volatile.

 
10

 

Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty, and a variety of other economic factors that are beyond our control.  Any prolonged reduction in oil and natural gas prices will depress the immediate levels of exploration, development, and production activity which could have a material adverse effect on our consolidated results of operations and consolidated financial condition.  Even the perception of longer-term lower oil and natural gas prices by oil and natural gas companies can similarly reduce or defer major expenditures given the long-term nature of many large-scale development projects.  Factors affecting the prices of oil and natural gas include:
 
-
governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves;
 
-
global weather conditions and natural disasters;
 
-
worldwide political, military, and economic conditions;
 
-
the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;
 
-
oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
 
-
the cost of producing and delivering oil and natural gas;
 
-
potential acceleration of development of alternative fuels; and
 
-
the level of supply and demand for oil and natural gas, especially demand for natural gas in the United States.
 
Our business is dependent on capital spending by our customers and reductions in capital spending could have a material adverse effect on our consolidated results of operations.
Our business is directly affected by changes in capital expenditures by our customers, and restrictions in capital spending could have a material adverse effect on our consolidated results of operations.  Some of the changes that may materially and adversely affect us include:
 
-
the consolidation of our customers, which could:
   
cause customers to reduce their capital spending, which would in turn reduce the demand for our services and products; and
   
result in customer personnel changes, which in turn affect the timing of contract negotiations;
 
-
adverse developments in the business and operations of our customers in the oil and natural gas industry, including write-downs of reserves and reductions in capital spending for exploration, development, and production; and
 
-
ability of our customers to timely pay the amounts due us.

If our customers delay in paying or fail to pay a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
We depend on a limited number of significant customers.  While none of these customers represented more than 10% of consolidated revenue in any period presented, the loss of one or more significant customers could have a material adverse effect on our business and our consolidated results of operations.

 
11

 

In most cases, we bill our customers for our services in arrears and are, therefore, subject to our customers delaying or failing to pay our invoices.  In weak economic environments, we may experience increased delays and failures due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit markets.  If our customers delay in paying or fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

Our business in Venezuela subjects us to actions by the Venezuelan government and delays in receiving payments, which could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
We believe there are risks associated with our operations in Venezuela, including the possibility that the Venezuelan government could assume control over our operations and assets.  We also continue to see a delay in receiving payment on our receivables from our primary customer in Venezuela. If our customer further delays in paying or fails to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
The future results of our Venezuelan operations will be affected by many factors, including our ability to take actions to mitigate the effect of a devaluation of the Bolívar Fuerte, the foreign currency exchange rate, actions of the Venezuelan government, and general economic conditions such as continued inflation and future customer payments and spending.
 
Doing business with national oil companies exposes us to greater risks of cost overruns, delays, and project losses and unsettled political conditions that can heighten these risks.
Much of the world’s oil and natural gas reserves are controlled by national or state-owned oil companies (NOCs).  Several of the NOCs are among our top 20 customers.  Increasingly, NOCs are turning to oilfield services companies like us to provide the services, technologies, and expertise needed to develop their reserves.  Reserve estimation is a subjective process that involves estimating location and volumes based on a variety of assumptions and variables that cannot be directly measured.  As such, the NOCs may provide us with inaccurate information in relation to their reserves that may result in cost overruns, delays, and project losses.  In addition, NOCs often operate in countries with unsettled political conditions, war, civil unrest, or other types of community issues.  These types of issues may also result in similar cost overruns, losses, and contract delays.

A downward trend in estimates of production volumes or commodity prices or an upward trend in production costs could have a material adverse effect on our consolidated results of operations and result in impairment of or higher depletion rate on our oil and natural gas properties.>
We have interests in oil and natural gas properties primarily in North America totaling approximately $136 million, net of accumulated depletion, which we account for under the successful efforts method.  These oil and natural gas properties are assessed for impairment whenever changes in facts and circumstances indicate that the properties’ carrying amounts may not be recoverable.  The expected future cash flows used for impairment reviews and related fair-value calculations are based on judgmental assessments of future production volumes, prices, and costs, considering all available information at the date of review.
A downward trend in estimates of production volumes or prices or an upward trend in production costs could have a material adverse effect on our consolidated results of operations and result in other impairment charges or a higher depletion rate on our oil and natural gas properties.

 
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Some of our customers require us to enter into long-term, fixed-price contracts that may require us to assume additional risks associated with cost over-runs, operating cost inflation, labor availability and productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.
Our customers, primarily NOCs, may require integrated, long-term, fixed-price contracts that could require us to provide integrated project management services outside our normal discrete business to act as project managers as well as service providers.  Providing services on an integrated basis may require us to assume additional risks associated with cost over-runs, operating cost inflation, labor availability and productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.  For example, we generally rely on third-party subcontractors and equipment providers to assist us with the completion of our contracts.  To the extent that we cannot engage subcontractors or acquire equipment or materials, our ability to complete a project in a timely fashion or at a profit may be impaired.  If the amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price work, we could experience losses in the performance of these contracts.  These delays and additional costs may be substantial, and we may be required to compensate the NOCs for these delays.  This may reduce the profit to be realized or result in a loss on a project.  Currently, long-term, fixed price contracts with NOCs do not comprise a significant portion of our business.  However, in the future, based on the anticipated growth of NOCs, we expect our business with NOCs to grow relative to our other business, with these types of contracts likely comprising a more significant portion of our business.
 
Our acquisitions, dispositions, and investments may not result in the realization of savings, the creation of efficiencies, the generation of cash or income, or the reduction of risk, which may have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
We continually seek opportunities to maximize efficiency and value through various transactions, including purchases or sales of assets, businesses, investments, or joint ventures.  These transactions are intended to result in the realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or income, or the reduction of risk.  Acquisition transactions may be financed by additional borrowings or by the issuance of our common stock.  These transactions may also affect our consolidated results of operations.
These transactions also involve risks, and we cannot ensure that:
 
-
any acquisitions would result in an increase in income;
 
-
any acquisitions would be successfully integrated into our operations and internal controls;
 
-
the due diligence prior to an acquisition would uncover situations that could result in financial or legal exposure, including under the FCPA, or that we will appropriately quantify the exposure from known risks;
 
-
any disposition would not result in decreased earnings, revenue, or cash flow;
 
-
use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses;
 
-
any dispositions, investments, acquisitions, or integrations would not divert management resources; or
 
-
any dispositions, investments, acquisitions, or integrations would not have a material adverse effect on our results of operations or financial condition.


 
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Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations.
We conduct some operations through joint ventures, where control may be shared with unaffiliated third parties.  As with any joint venture arrangement, differences in views among the joint venture participants may result in delayed decisions or in failures to agree on major issues.  We also cannot control the actions of our joint venture partners, including any nonperformance, default, or bankruptcy of our joint venture partners.  These factors could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations.

Failure on our part to comply with applicable environmental requirements could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
Our businesses are subject to a variety of environmental laws, rules, and regulations in the United States and other countries, including those covering hazardous materials and requiring emission performance standards for facilities.  For example, our well service operations routinely involve the handling of significant amounts of waste materials, some of which are classified as hazardous substances.  We also store, transport, and use radioactive and explosive materials in certain of our operations.  Environmental requirements include, for example, those concerning:
 
-
the containment and disposal of hazardous substances, oilfield waste, and other waste materials;
 
-
the importation and use of radioactive materials;
 
-
the use of underground storage tanks; and
 
-
the use of underground injection wells.
    Environmental and other similar requirements generally are becoming increasingly strict.  Sanctions for failure to comply with these requirements, many of which may be applied retroactively, may include:
 
-
administrative, civil, and criminal penalties;
 
-
revocation of permits to conduct business; and
 
-
corrective action orders, including orders to investigate and/or clean up contamination.
Failure on our part to comply with applicable environmental requirements could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.  We are also exposed to costs arising from environmental compliance, including compliance with changes in or expansion of environmental requirements, which could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

Liability for cleanup costs, natural resource damages, and other damages arising as a result of environmental laws could be substantial and could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
We are exposed to claims under environmental requirements and, from time to time, such claims have been made against us.  In the United States, environmental requirements and regulations typically impose strict liability.  Strict liability means that in some situations we could be exposed to liability for cleanup costs, natural resource damages, and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of prior operators or other third parties.  Liability for damages arising as a result of environmental laws could be substantial and could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

 
14

 

We are periodically notified of potential liabilities at federal and state superfund sites.  These potential liabilities may arise from both historical Halliburton operations and the historical operations of companies that we have acquired.  Our exposure at these sites may be materially impacted by unforeseen adverse developments both in the final remediation costs and with respect to the final allocation among the various parties involved at the sites.  For any particular federal or state superfund site, since our estimated liability is typically within a range and our accrued liability may be the amount on the low end of that range, our actual liability could eventually be well in excess of the amount accrued.  The relevant regulatory agency may bring suit against us for amounts in excess of what we have accrued and what we believe is our proportionate share of remediation costs at any superfund site.  We also could be subject to third-party claims, including punitive damages, with respect to environmental matters for which we have been named as a potentially responsible party.
 
Existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change could have a negative impact on our business and may result in additional compliance obligations with respect to the release, capture, and use of carbon dioxide that could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
Changes in environmental requirements may negatively impact demand for our services.  For example, oil and natural gas exploration and production may decline as a result of environmental requirements (including land use policies responsive to environmental concerns).  State, national, and international governments and agencies have been evaluating climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases in areas in which we conduct business.  Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties, or international agreements reduce the worldwide demand for oil and natural gas.  Likewise, such restrictions may result in additional compliance obligations with respect to the release, capture, and use of carbon dioxide that could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

The adoption of any future federal or state laws or implementing regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
We are a leading provider of hydraulic fracturing services, a process that creates fractures extending from the well bore through the rock formation to enable natural gas or oil to move more easily through the rock pores to a production well.  Bills introduced in the last Congress asserted that chemicals used in the fracturing process could adversely affect drinking water supplies.  The proposed legislation would have required the reporting and public disclosure of chemicals used in the fracturing process.  This legislation, if adopted, could establish an additional level of regulation at the federal level that could lead to operational delays and increased operating costs.  During the first quarter of 2010, the United States Environmental Protection Agency (EPA) announced it will begin a detailed scientific study of hydraulic fracturing and the alleged effect on surface and ground water.  We have submitted a variety of chemical information on our fracturing fluid products and related data to the Agency.  These submissions have been made in accordance with a schedule we agreed to with EPA and are subject to protections for confidential business information.  The adoption of any future federal or state laws or implementing regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

 
15

 


Changes in, compliance with, or our failure to comply with laws in the countries in which we conduct business may negatively impact our ability to provide services in, make sales of equipment to, and transfer personnel or equipment among, some of those countries and could have a material adverse affect on our consolidated results of operations.
     In the countries in which we conduct business, we are subject to multiple and, at times, inconsistent regulatory regimes, including those that govern our use of radioactive materials, explosives, and chemicals in the course of our operations.  Various national and international regulatory regimes govern the shipment of these items.  Many countries, but not all, impose special controls upon the export and import of radioactive materials, explosives, and chemicals.  Our ability to do business is subject to maintaining required licenses and complying with these multiple regulatory requirements applicable to these special products.  In addition, the various laws governing import and export of both products and technology apply to a wide range of services and products we offer.  In turn, this can affect our employment practices of hiring people of different nationalities because these laws may prohibit or limit access to some products or technology by employees of various nationalities.  Changes in, compliance with, or our failure to comply with these laws may negatively impact our ability to provide services in, make sales of equipment to, and transfer personnel or equipment among some of the countries in which we operate and could have a material adverse effect on our business and consolidated results of operations.

Constraints in the supply of raw materials can have a material adverse effect on our consolidated results of operations.
Raw materials essential to our business are normally readily available.  Market conditions can trigger constraints in the supply chain of certain raw materials, such as sand, cement, and specialty metals, which can have a material adverse effect on our business and consolidated results of operations.  The majority of our risk associated with supply chain constraints occurs in those situations where we have a relationship with a single supplier for a particular resource.

Our failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could materially and adversely affect our competitive position.
We rely on a variety of intellectual property rights that we use in our services and products.  We may not be able to successfully preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented, or challenged.  In addition, the laws of some foreign countries in which our services and products may be sold do not protect intellectual property rights to the same extent as the laws of the United States.  Our failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could materially and adversely affect our competitive position.

 
16

 


If we are not able to design, develop, and produce commercially competitive products and to implement commercially competitive services in a timely manner in response to changes in technology, our business and consolidated results of operations could be materially and adversely affected, and the value of our intellectual property may be reduced.
The market for our services and products is characterized by continual technological developments to provide better and more reliable performance and services.  If we are not able to design, develop, and produce commercially competitive products and to implement commercially competitive services in a timely manner in response to changes in technology, our business and revenue could be materially and adversely affected, and the value of our intellectual property may be reduced.  Likewise, if our proprietary technologies, equipment and facilities, or work processes become obsolete, we may no longer be competitive, and our business and consolidated results of operations could be materially and adversely affected.
 
The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.
We depend greatly on the efforts of our executive officers and other key employees to manage our operations.  The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.

Our ability to operate and our growth potential could be materially and adversely affected if we cannot employ and retain technical personnel at a competitive cost.
Many of the services that we provide and the products that we sell are complex and highly engineered and often must perform or be performed in harsh conditions.  We believe that our success depends upon our ability to employ and retain technical personnel with the ability to design, utilize, and enhance these services and products.  In addition, our ability to expand our operations depends in part on our ability to increase our skilled labor force.  A significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both.  If either of these events were to occur, our cost structure could increase, our margins could decrease, and any growth potential could be impaired.

Our business could be materially and adversely affected by severe or unseasonable weather, particularly in the Gulf of Mexico where we have operations.
Our business could be materially and adversely affected by severe weather, particularly in the Gulf of Mexico where we have operations.  Repercussions of severe weather conditions may include:
 
-
evacuation of personnel and curtailment of services;
 
-
weather-related damage to offshore drilling rigs resulting in suspension of operations;
 
-
weather-related damage to our facilities and project work sites;
 
-
inability to deliver materials to jobsites in accordance with contract schedules; and
 
-
loss of productivity.
    Because demand for natural gas in the United States drives a significant amount of our business, warmer than normal winters in the United States are detrimental to the demand for our services to natural gas producers.

Item 1(b).  Unresolved Staff Comments.
None.

 
17

 

Item 2.  Properties.
We own or lease numerous properties in domestic and foreign locations.  The following locations represent our major facilities and corporate offices.

Location
Owned/Leased
Description
     
Completion and Production segment:
   
Arbroath, United Kingdom
Owned
Manufacturing facility
Johor, Malaysia
Leased
Manufacturing facility
Monterrey, Mexico
Leased
Manufacturing facility
Sao Jose dos Campos, Brazil
Leased
Manufacturing facility
Stavanger, Norway
Leased
Research and development laboratory
     
Drilling and Evaluation segment:
   
Alvarado, Texas
Owned/Leased
Manufacturing facility
Nisku, Canada
Owned
Manufacturing facility
Singapore
Leased
Manufacturing and technology facility
The Woodlands, Texas
Leased
Manufacturing facility
     
Shared/corporate facilities:
   
Carrollton, Texas
Owned
Manufacturing facility
Dubai, United Arab Emirates
Leased
Corporate executive offices
Duncan, Oklahoma
Owned
Manufacturing, technology, and campus facilities
Houston, Texas
Owned
Corporate executive offices, manufacturing,
   
technology, and campus facilities
Houston, Texas
Owned
Campus facility
Houston, Texas
Leased
Campus facility
Port Harcourt, Nigeria
Owned
Campus facility
Pune, India
Leased
Technology facility
Villahermosa, Mexico
Owned
Campus facility

All of our owned properties are unencumbered.
In addition, we have 170 international and 109 United States field camps from which we deliver our services and products.  We also have numerous small facilities that include sales offices, project offices, and bulk storage facilities throughout the world.
We believe all properties that we currently occupy are suitable for their intended use.

 
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Item 3.  Legal Proceedings.
     The Gulf of Mexico/Macondo well incident
Overview. The semisubmersible drilling rig, Deepwater Horizon, sank on April 22, 2010 after an explosion and fire onboard the rig that began on April 20, 2010.  The Deepwater Horizon was owned by Transocean Ltd. and had been drilling the Macondo exploration well in Mississippi Canyon Block 252 in the Gulf of Mexico for the lease operator, BP Exploration, an indirect wholly owned subsidiary of BP p.l.c. We performed a variety of services for BP Exploration, including cementing, mud logging, directional drilling, measurement-while-drilling, and rig data acquisition services.  Crude oil flowing from the well site spread across thousands of square miles of the Gulf of Mexico and reached the United States Gulf Coast.  Numerous attempts at estimating the volume of oil spilled have been made by various groups, and on August 2, 2010 the federal government published an estimate that approximately 4.9 million barrels of oil were discharged from the well.  Efforts to contain the flow of hydrocarbons from the well were led by the United States government and by BP.  The flow of hydrocarbons from the well ceased on July 15, 2010, and the well was permanently capped on September 19, 2010.  There were eleven fatalities and a number of injuries as a result of the Macondo well incident.
As of December 31, 2010, we had not accrued any amounts related to this matter because we do not believe that a loss is probable.  We are currently unable to estimate the full impact the Macondo well incident will have on us.  Further, an estimate of possible loss or range of loss related to this matter cannot be made.  Considering the complexity of the Macondo well, however, and the number of investigations being conducted and lawsuits pending, as discussed below, new information or future developments may require us to adjust our liability assessment, and  liabilities arising out of this matter could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
Investigations and Regulatory Action.  The United States Department of Homeland Security and Department of the Interior are jointly investigating the cause of the Macondo well incident.  The United States Coast Guard, a component of the United States Department of Homeland Security, and the Bureau of Ocean Energy Management, Regulation and Enforcement (formerly known as the Minerals Management Service), a bureau of the United States Department of the Interior, share jurisdiction over the investigation into the Macondo well incident and have formed a joint investigation team that continues to review information and hold hearings regarding the incident (Marine Board Investigation).  We are named as one of the 16 parties-in-interest in the Marine Board Investigation.  In addition, other investigations are underway by the Chemical Safety Board, the National Academy of Sciences, and the National Commission that the President of the United States has established to, among other things, examine the relevant facts and circumstances concerning the causes of the Macondo well incident and develop options for guarding against future oil spills associated with offshore drilling.  We are assisting in efforts to identify the factors that led to the Macondo well incident and have participated and intend to continue participating in various hearings relating to the incident that are held by, among others, certain of the agencies referred to above and various committees and subcommittees of the House of Representatives and the Senate of the United States.
In May 2010, the United States Department of the Interior effectively suspended all offshore deepwater drilling projects in the United States Gulf of Mexico.  The suspension was lifted in October 2010.  Since that time, the Department of the Interior has issued guidance for drillers that intend to resume deepwater drilling activity.  There has been no material increase, however, in the level of drilling activity in the Gulf of Mexico since the suspension was lifted, and we believe that the prospects for any significant increase will remain uncertain through the first half, and perhaps the full year, of 2011.  For additional information, see Item 1(a), “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Business Environment and Results of Operations.”

 
19

 

DOJ Investigations and Actions.  On June 1, 2010, the United States Attorney General announced that the Department of Justice (DOJ) was launching civil and criminal investigations into the Macondo well incident to closely examine the actions of those involved, and that the DOJ was working with attorneys general of states affected by the Macondo well incident.  The DOJ announced that it was reviewing, among other traditional criminal statutes, possible violations of and liabilities under The Clean Water Act (CWA), The Oil Pollution Act of 1990 (OPA), The Migratory Bird Treaty Act of 1918 (MBTA), and the Endangered Species Act of 1973 (ESA).
The CWA provides authority for civil and criminal penalties for discharges of oil into or upon navigable waters of the United States, adjoining shorelines, or in connection with the Outer Continental Shelf Lands Act in quantities that are deemed harmful.  Criminal sanctions under the CWA can be assessed for negligent discharges (up to $50,000 per day of violation), for knowing discharges (up to $100,000 per day of violation), and for knowing endangerment (up to $2 million per violation), and federal agencies could be precluded from contracting with a company that is criminally sanctioned under the CWA.  Civil proceedings under the CWA can be commenced against an “owner, operator or person in charge of any vessel or offshore facility that discharged oil or a hazardous substance.”  The civil penalties that can be imposed against responsible parties range from up to $1,100 per barrel of oil discharged in the case of those found strictly liable to $4,300 per barrel of oil discharged in the case of those found to have been grossly negligent.
The OPA establishes liability for discharges of oil from vessels, onshore facilities, and offshore facilities into or upon the navigable waters of the United States.  Under the OPA, the “responsible party” for the discharging vessel or facility is liable for removal and response costs as well as for damages, including recovery costs to contain and remove discharged oil and compensation for injury to natural resources.  The cap on liability under the OPA is the full cost of removal of the discharged oil plus up to $75 million for natural resources damages, except that the cap on natural resources damages does not apply in the event the damage was proximately caused by gross negligence or the violation of certain federal standards.  The OPA defines the set of responsible parties differently depending on whether the source of the discharge is a vessel or an offshore facility.  Liability for vessels is imposed on owners and operators; liability for offshore facilities is imposed on the holder of the permit or lessee of the area in which the facility is located.
The MBTA and the ESA provide penalties for injury and death to wildlife and bird species.  The MBTA provides that violators are strictly liable and provides for fines of up to $15,000 per bird killed and imprisonment of up to six months.  The ESA provides for civil penalties for knowing violations that can range up to $25,000 per violation and, in the case of criminal penalties, up to $50,000 per violation.
In addition, the Alternative Fines Act may be applied in lieu of the express amount of the criminal fines that may be imposed under the statutes described above in the amount of twice the gross economic loss suffered by third parties (or twice the gross economic gain realized by the defendant, if greater).
On December 15, 2010, the DOJ filed a civil action seeking damages and injunctive relief against BP, Anadarko, Transocean and others for violations of the CWA and the OPA.  The DOJ’s complaint seeks an action declaring that the defendants are strictly liable under the CWA as a result of harmful discharges of oil into the Gulf of Mexico and upon U.S. shorelines as a result of the Macondo well incident.  The complaint also seeks an action declaring that the defendants are strictly liable under the OPA for the discharge of oil that has resulted in, among other things, injury to, loss of, loss of use of or destruction of natural resources and resource services in and around the Gulf of Mexico and the adjoining U.S. shorelines and resulting in removal costs and damages to the United States far exceeding $75 million.  BP has been designated, and has accepted the designation, as a responsible party for the pollution under the CWA and the OPA.  Others have also been named as responsible parties, and all responsible parties may be held jointly and severally liable for any damages under the OPA, although a responsible party may make a claim for contribution against any other “responsible party” it alleges contributed to the oil spill or any other person it alleges was the sole cause of the oil spill.

 
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We were not named as a responsible party under the CWA or the OPA in the DOJ civil action, and we do not believe we are a “responsible party” under the CWA or the OPA.  While we were not included in the DOJ’s complaint, there can be no assurance that we will not be joined in the action or that the DOJ or other federal or state governmental authorities will not bring an action, whether civil or criminal, against us under other statutes or regulations.  In connection with the DOJ’s filing of the action, it announced that its criminal and civil investigations are continuing and that it will employ efforts to hold accountable those who are responsible for the incident.  As of February 17, 2011, no criminal proceedings have been commenced against us.
In June 2010, we received a letter from the DOJ requesting thirty days advance notice of any event that may involve substantial transfers of cash or other corporate assets outside of the ordinary course of business.  In our reply to the June 2010 DOJ letter, we conveyed our interest in briefing the DOJ on the services we provided on the Deepwater Horizon but indicated that we would not bind ourselves to the DOJ request.  Subsequently, we have had and expect to continue to have discussions with the DOJ regarding the Macondo well incident and the request contained in the June 2010 DOJ letter.
Investigative Reports.  On September 8, 2010, an incident investigation team assembled by BP issued the Deepwater Horizon Accident Investigation Report (BP Report).  The BP Report outlines eight key findings of BP related to the possible causes of the Macondo well incident, including failures of cement barriers, failures of equipment provided by other service companies and the drilling contractor, and failures of judgment by BP and the drilling contractor.  With respect to the BP Report’s assessment that the cement barrier did not prevent hydrocarbons from entering the wellbore after cement placement, the BP Report concluded that, among other things, there were “weaknesses in cement design and testing.”  According to the BP Report, the BP incident investigation team did not review its analyses or conclusions with us or any other entity or governmental agency conducting a separate or independent investigation of the incident.  In addition, the BP incident investigation team did not conduct any testing using our cementing products.
On January 11, 2011, the National Commission released its Investigation Report to the President of the United States regarding, among other things, the National Commission’s conclusions of the causes of the Macondo well incident.  According to the Investigation Report, the “immediate causes” of the incident were the result of a series of missteps, oversights, miscommunications and failures to appreciate risk by BP, Transocean, and us, although the National Commission acknowledged that there were still many things it did not know about the incident, such as the role of the blowout preventer.  The National Commission also acknowledged that it may never know the extent to which each mistake or oversight caused the Macondo well incident, but concluded that the immediate cause was “a failure to contain hydrocarbon pressures in the well,” and pointed to three things that could have contained those pressures: “the cement at the bottom of the well, the mud in the well and in the riser, and the blowout preventer.”  In addition, the Investigation Report stated that “primary cement failure was a direct cause of the blowout” and that cement testing performed by an independent laboratory “strongly suggests” that the foam cement slurry used on the Macondo well was unstable.  The Investigation Report, however, acknowledges a fact widely accepted by the industry that cementing wells is a complex endeavor utilizing an inherently uncertain process in which failures are not uncommon and that, as a result, the industry utilizes the negative pressure test and cement bond log test, among others, to identify cementing failures that require remediation before further work on a well is performed.

 
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The Investigation Report also sets forth the National Commission’s findings on certain missteps, oversights and other factors that may have caused, or contributed to the cause of, the incident, including BP’s decision to use a long string casing instead of a liner casing, BP’s decision to use only six centralizers, BP’s failure to run a cement bond log, BP’s reliance on the primary cement job as a barrier to a possible blowout, BP’s and Transocean’s failure to properly conduct and interpret a negative-pressure test, BP’s temporary abandonment procedures, and the failure of the drilling crew and our surface data logging specialist to recognize that an unplanned influx of oil, gas or fluid into the well (known as a “kick”) was occurring.  With respect to the National Commission’s finding that our surface data logging specialist failed to recognize a kick, the Investigation Report acknowledged that there were simultaneous activities and other monitoring responsibilities that may have prevented the surface data logging specialist from recognizing a kick.
The Investigation Report also identified two general root causes of the Macondo well incident: systemic failures by industry management, which the National Commission labeled “the most significant failure at Macondo,” and failures in governmental and regulatory oversight.  The National Commission cited examples of failures by industry management such as BP’s lack of controls to adequately identify or address risks arising from changes to well design and procedures, the failure of BP’s and our processes for cement testing, communication failures among BP, Transocean, and us, including with respect to the difficulty of our cement job, Transocean’s failure to adequately communicate lessons from a recent near-blowout, and the lack of processes to adequately assess the risk of decisions in relation to the time and cost those decisions would save.  With respect to failures of governmental and regulatory oversight, the National Commission concluded that applicable drilling regulations were inadequate, in part because of a lack of resources and political support of the Minerals Management Service (MMS), and a lack of expertise and training of MMS personnel to enforce regulations that were in effect.
We expect National Commission staff to issue a separate, more detailed report regarding the causes of the Macondo well incident sometime in the first quarter 2011.
The Cementing Job and Reaction to Reports. We disagree with the BP Report and the National Commission regarding many of their findings and characterizations with respect to the cementing and surface data logging services on the Deepwater Horizon.  We have provided information to the National Commission and its staff that we believe has been overlooked or selectively omitted from the Investigation Report.  We intend to continue to vigorously defend ourselves in any investigation relating to our involvement with the Macondo well that we believe inaccurately evaluates or depicts our services on the Deepwater Horizon.
The cement slurry on the Deepwater Horizon was designed and prepared pursuant to well condition data provided by BP.  Regardless of whether alleged weaknesses in cement design and testing are or are not ultimately established, and regardless of whether the cement slurry was utilized in similar applications or was prepared consistent with industry standards, we believe that had BP and others properly interpreted a negative-pressure test, this test would have revealed any problems with the cement.  In addition, had BP designed the Macondo well to allow a full cement bond log test or if BP had conducted even a partial cement bond log test, the test likely would have revealed any problems with the cement.  BP, however, elected not to conduct any cement bond log test, and with others misinterpreted the negative-pressure test, both of which could have resulted in remedial action, if appropriate, with respect to the cementing services.
At this time we cannot predict the impact of the Investigation Report or the conclusions of future reports of the National Commission, the Marine Board Investigation, the Chemical Safety Board, the National Academy of Sciences, Congressional committees, or any other governmental or private entity.  In addition, although we have not been served by the DOJ or any state agency, we cannot predict whether their investigations or any other report or investigation will have an influence on or result in our being named as a party in any action alleging violation of a statute or regulation, whether federal or state and whether criminal or civil.

 
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We intend to continue to cooperate fully with all governmental hearings, investigations, and requests for information relating to the Macondo well incident.  We cannot predict the outcome of, or the costs to be incurred in connection with, any of these hearings or investigations, and therefore we cannot predict the potential impact they may have on us.
Litigation.  Beginning on April 21, 2010, plaintiffs started filing lawsuits relating to the Macondo well incident.  Generally, those lawsuits allege either (1) damages arising from the oil spill pollution and contamination (e.g., diminution of property value, lost tax revenue, lost business revenue, lost tourist dollars, inability to engage in recreational or commercial activities) or (2) wrongful death or personal injuries.  To date, we have been named along with other unaffiliated defendants in more than 330 complaints, most of which are alleged class actions, involving pollution damage claims and at least 28 personal injury lawsuits involving six decedents and 54 allegedly injured persons who were on the drilling rig at the time of the incident.  Another six lawsuits naming us and others relate to alleged personal injuries sustained by those responding to the explosion and oil spill.  Plaintiffs originally filed the lawsuits described above in federal and state courts throughout the United States, including Alabama, Delaware, Florida, Georgia, Kentucky, Louisiana, Mississippi, South Carolina, Tennessee, Texas, and Virginia.  Except for approximately 25 lawsuits not yet consolidated, one lawsuit that is proceeding in Louisiana state court, and one lawsuit that is proceeding in Texas state court, the Judicial Panel on Multi-District Litigation ordered all of the lawsuits consolidated in a multi-district litigation (MDL) proceeding before Judge Carl Barbier in the U.S. Eastern District of Louisiana.  The pollution complaints generally allege, among other things, negligence and gross negligence, property damages, taking of protected species, and potential economic losses as a result of environmental pollution and generally seek awards of unspecified economic, compensatory, and punitive damages, as well as injunctive relief.  Plaintiffs in these pollution cases have brought suit under various legal provisions, including the OPA, the CWA, the MBTA, the ESA, the Outer Continental Shelf Lands Act, the Longshoremen and Harbor Workers Compensation Act, general maritime law, STATE COMMON LAW, and various state environmental and products liability statutes.  Furthermore, the pollution complaints include suits brought by governmental entities, including the State of Alabama, Plaquemines Parish, and three Mexican states.  The wrongful death and other personal injury complaints generally allege negligence and gross negligence and seek awards of compensatory damages, including unspecified economic damages and punitive damages.  We have retained counsel and are investigating and evaluating the claims, the theories of recovery, damages asserted, and our respective defenses to all of these claims.
According to case management and pre-trial orders, with respect to the MDL, the court may try one or more OPA “test cases” as early as third quarter 2011.  These test cases, the number and specificity of which have not been determined, will consist of claims brought against BP as a responsible party under the OPA.  The same judge is also presiding over a separate proceeding filed by Transocean under the Limitation of Liability Act (Limitation Action).  In the Limitation Action, Transocean seeks to limit its liability for claims arising out of the Macondo well incident to the value of the rig and its freight.  Although the Limitation Action is not consolidated in the MDL, to this point the judge is effectively treating the two proceedings as associated cases.  Although we are not yet formally a party to the Limitation Action, we expect that Transocean will tender all defendants into the Limitation Action in February 2011.  As a result of that anticipated tender, all defendants will be treated as direct defendants to the plaintiffs’ claims as if the plaintiffs had sued each defendant directly.

 
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In the Limitation Action, the judge intends to determine the allocation of liability among all defendants in the hundreds of lawsuits associated with the Macondo well incident that are pending in his court.  More specifically, the court intends to try one or more “personal injury/wrongful death test cases” and one or more economic damage claim “test cases” in the first quarter 2012 in an attempt to determine liability, limitation, exoneration and fault allocation with regard to all of the defendants.  We do not believe, however, that a single apportionment of liability in the Limitation Action is properly applied to the hundreds of lawsuits pending in the MDL Proceeding.  Damages for the personal injury/wrongful death and economic damage claim "test cases" tried in the first quarter 2012, including punitive damages, are expected to be tried in a second phase of the Limitation Action.  Under ordinary MDL procedures, such trials would, unless waived by the respective parties, be tried in the courts from which they were transferred into the MDL.  It remains unclear, however, what impact the overlay of the Limitation Action will have on where these matters are tried.
Additional civil lawsuits may be filed against us.  Document discovery and depositions among the parties to the MDL have begun.  The deadline for defendants to file cross claims and third-party claims arising out of the Macondo well incident against other defendants is March 18, 2011.
We intend to vigorously defend any litigation, fines, and/or penalties relating to the Macondo well incident.
Shareholder derivative case.  In February 2011, a shareholder derivative lawsuit was filed in Harris County, Texas naming us as a nominal defendant and certain of our directors and officers as defendants.  This case alleges that these defendants, among other things, breached fiduciary duties of good faith and loyalty by failing to properly exercise oversight responsibilities and establish adequate internal controls, including controls and procedures related to cement testing and the communication of test results, as they relate to the Deepwater Horizon incident.  Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome.
Indemnification and Insurance.  Our contract with BP Exploration relating to the Macondo well provides for our indemnification for potential claims and expenses relating to the Macondo well incident, including those resulting from pollution or contamination (other than claims by our employees, loss or damage to our property, and any pollution emanating directly from our equipment).  Also, under our contract with BP Exploration, we have, among other things, generally agreed to indemnify BP Exploration and other contractors performing work on the well for claims for personal injury of our employees and subcontractors, as well as for damage to our property.  In turn, we believe that BP Exploration is obligated to obtain agreement by other contractors performing work on the well to indemnify us for claims for personal injury of their employees or subcontractors as well as for damages to their property.
In addition to the contractual indemnity, we have a general liability insurance program of $600 million.  Our insurance is designed to cover claims by businesses and individuals made against us in the event of property damage, injury or death and, among other things, claims relating to environmental damage.  To the extent we incur any losses beyond those covered by indemnification, there can be no assurance that our insurance policies will cover all potential claims and expenses relating to the Macondo well incident.  Insurance coverage can be the subject of uncertainties and, particularly in the event of large claims, potential disputes with insurance carriers, as well as other potential parties claiming insured status under our insurance policies.

 
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Given the potential amounts involved, BP Exploration and other indemnifying parties may seek to avoid their indemnification obligations.  In particular, while we do not believe there is any justification to do so, BP Exploration, in response to our request for indemnification, on June 25, 2010 generally reserved all of its rights and stated that it is premature to conclude that it is obligated to indemnify us.  In doing so, BP Exploration has asserted that the facts were not sufficiently developed to determine who is responsible, and cited a variety of possible legal theories based upon the contract and facts still to be developed.  As indicated above, all cross claims among defendants must be filed by March 18, 2011.  We expect that all defendants will make claims against each other and deny that they owe any indemnification or other obligations to any other defendant.
Indemnification for criminal fines or penalties, if any, may not be available if a court were to find such indemnification unenforceable as against public policy.  We do not expect, however, public policy to limit substantially the enforceability of our contractual right to indemnification with respect to liabilities other than criminal fines and penalties, if any.  We may not be insured with respect to civil or criminal fines or penalties, if any, pursuant to the terms of our insurance policies.
We believe the law likely to be held applicable to matters relating to the Macondo well incident does not allow for enforcement of indemnification of persons who are found to be grossly negligent, although we do not believe the performance of our services on the Deepwater Horizon constituted gross negligence.  In addition, certain state laws, if deemed to apply, may not allow for enforcement of indemnification of persons who are found to be negligent with respect to personal injury claims.  In addition, financial analysts and the press have speculated about the financial capacity of BP, and whether it might seek to avoid indemnification obligations in bankruptcy proceedings.  We consider the likelihood of a BP bankruptcy to be remote.
TSKJ matters
Background.  As a result of an ongoing FCPA investigation at the time of the KBR separation, we provided indemnification in favor of KBR under the master separation agreement for certain contingent liabilities, including our indemnification of KBR and any of its greater than 50%-owned subsidiaries as of November 20, 2006, the date of the master separation agreement, for fines or other monetary penalties or direct monetary damages, including disgorgement, as a result of a claim made or assessed by a governmental authority in the United States, the United Kingdom, France, Nigeria, Switzerland, and/or Algeria, or a settlement thereof, related to alleged or actual violations occurring prior to November 20, 2006 of the FCPA or particular, analogous applicable foreign statutes, laws, rules, and regulations in connection with investigations pending as of that date, including with respect to the construction and subsequent expansion by TSKJ of a multibillion dollar natural gas liquefaction complex and related facilities at Bonny Island in Rivers State, Nigeria.  As a condition of our indemnity, we have control over the investigation, defense, and/or settlement of these matters.  We have the right to terminate the indemnity in the event KBR elects to take control over the investigation, defense, and/or settlement or refuses to agree to a settlement negotiated and presented by us.
TSKJ is a private limited liability company registered in Madeira, Portugal whose members are Technip SA of France, Snamprogetti Netherlands B.V. (a subsidiary of Saipem SpA of Italy), JGC Corporation of Japan, and Kellogg Brown & Root LLC (a subsidiary of KBR), each of which had an approximate 25% beneficial interest in the venture.  Part of KBR’s ownership in TSKJ was held through M.W. Kellogg Limited (MWKL), a United Kingdom joint venture and subcontractor on the Bonny Island project, in which KBR beneficially owned a 55% interest at the time of the execution of the master separation agreement.  TSKJ and other similarly owned entities entered into various contracts to build and expand the liquefied natural gas project for Nigeria LNG Limited, which is owned by the Nigerian National Petroleum Corporation, Shell Gas B.V., Cleag Limited (an affiliate of Total), and Agip International B.V. (an affiliate of ENI SpA of Italy).

 
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DOJ, SEC, United Kingdom, and Nigerian Government investigations resolved.  In 2009, the FCPA investigations by the DOJ and the SEC were resolved with respect to KBR and us.  The DOJ and SEC investigations resulted from allegations of improper payments to government officials in Nigeria in connection with the construction and subsequent expansion by TSKJ of the Bonny Island project.
The DOJ investigation was resolved with respect to us with a non-prosecution agreement in which the DOJ agreed not to bring FCPA or bid coordination-related charges against us with respect to the matters under investigation, and in which we agreed to continue to cooperate with the DOJ’s ongoing investigation and to refrain from and self-report certain FCPA violations.  The DOJ agreement did not provide a monitor for us.
KBR has agreed that our indemnification obligations with respect to the DOJ and SEC FCPA investigations have been fully satisfied.
As part of the resolution of the SEC investigation, we retained an independent consultant to conduct a 60-day review and evaluation of our internal controls and record-keeping policies as they relate to the FCPA.  The review and evaluation were completed during the second quarter of 2009, and we have implemented the consultant’s recommendations.  As a result of the substantial enhancement of our anti-bribery and foreign agent internal controls and record-keeping procedures prior to the review of the independent consultant, we do not expect the implementation of the consultant’s recommendations to materially impact our long-term strategy to grow our international operations.  In 2010, the independent consultant performed a 30-day, follow-up review, confirming that we have implemented the recommendations and continued the application of our current policies and procedures and to recommend any additional improvements.
In December 2010, we reached a settlement agreement to resolve charges filed by the Federal Government of Nigeria (FGN) in late 2010.  Pursuant to the agreement, all lawsuits and charges against KBR and our corporate entities and associated persons have been withdrawn, and the FGN agreed not to bring any further criminal charges or civil claims against those entities or persons, and we agreed to pay $33 million to the FGN and to pay an additional $2 million for FGN’s attorneys’ fees and other expenses.  Among other provisions, we agreed to provide reasonable assistance in the FGN’s effort to recover amounts frozen in a Swiss bank account of a former TSKJ agent and affirmed a continuing commitment with regard to corporate governance.
In February 2011, an investigation in the United Kingdom by the Serious Fraud Office (SFO) focused on the actions of MWKL was resolved between the SFO and MWKL in full and final settlement of the case.  The agreement was in the form of a civil settlement in which the SFO recognized that MWKL took no part in the criminal activity which generated the funds.  Our indemnity for penalties under the master separation agreement with respect to MWKL was limited to 55% of such penalties, which was KBR's beneficial ownership interest in MWKL at the time of the execution of the master separation agreement.
The DOJ, SEC, United Kingdom, and FGN settlements and other future investigations and settlements, if any, could result in third-party claims against us, which may include claims for special, indirect, derivative or consequential damages, damage to our business or reputation, loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business prospects, profits or business value or claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders, or other interest holders or constituents of us or our current or former subsidiaries.
Our indemnity of KBR and its majority-owned subsidiaries continues with respect to other investigations within the scope of our indemnity.  Our indemnification obligation to KBR does not include losses resulting from third-party claims against KBR, including claims for special, indirect, derivative or consequential damages, nor does our indemnification apply to damage to KBR’s business or reputation, loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business prospects, profits or business value or claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders, or other interest holders or constituents of KBR or KBR’s current or former subsidiaries.
 
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At this time, no other claims by governmental authorities in foreign jurisdictions have been asserted against the indemnified parties.
Barracuda-Caratinga arbitration
We also provided indemnification in favor of KBR under the master separation agreement for all out-of-pocket cash costs and expenses (except for legal fees and other expenses of the arbitration so long as KBR controls and directs it), or cash settlements or cash arbitration awards, KBR may incur after November 20, 2006 as a result of the replacement of certain subsea flowline bolts installed in connection with the Barracuda-Caratinga project.  Under the master separation agreement, KBR currently controls the defense, counterclaim, and settlement of the subsea flowline bolts matter.  As a condition of our indemnity, for any settlement to be binding upon us, KBR must secure our prior written consent to such settlement’s terms.  We have the right to terminate the indemnity in the event KBR enters into any settlement without our prior written consent.
At Petrobras’ direction, KBR replaced certain bolts located on the subsea flowlines that failed through mid-November 2005, and KBR has informed us that additional bolts have failed thereafter, which were replaced by Petrobras.  These failed bolts were identified by Petrobras when it conducted inspections of the bolts.  We understand KBR believes several possible solutions may exist, including replacement of the bolts.  Initial estimates by KBR indicated that costs of these various solutions ranged up to $148 million.  In March 2006, Petrobras commenced arbitration against KBR claiming $220 million plus interest for the cost of monitoring and replacing the defective bolts and all related costs and expenses of the arbitration, including the cost of attorneys’ fees.  The arbitration panel held an evidentiary hearing in March 2008 to determine which party is responsible for the designation of the material used for the bolts.  On May 13, 2009, the arbitration panel held that KBR and not Petrobras selected the material to be used for the bolts.  Accordingly, the arbitration panel held that there is no implied warranty by Petrobras to KBR as to the suitability of the bolt material and that the parties' rights are to be governed by the express terms of their contract.  The parties presented evidence and witnesses to the panel in May 2010, and final arguments were presented in August 2010.  We are awaiting a final decision from the arbitration panel.
Securities and related litigation
In June 2002, a class action lawsuit was filed against us in federal court alleging violations of the federal securities laws after the SEC initiated an investigation in connection with our change in accounting for revenue on long-term construction projects and related disclosures.  In the weeks that followed, approximately twenty similar class actions were filed against us.  Several of those lawsuits also named as defendants several of our present or former officers and directors.  The class action cases were later consolidated, and the amended consolidated class action complaint, styled Richard Moore, et al. v. Halliburton Company, et al., was filed and served upon us in April 2003.  As a result of a substitution of lead plaintiffs, the case is now styled Archdiocese of Milwaukee Supporting Fund (AMSF) v. Halliburton Company, et al.  We settled with the SEC in the second quarter of 2004.
In June 2003, the lead plaintiffs filed a motion for leave to file a second amended consolidated complaint, which was granted by the court.  In addition to restating the original accounting and disclosure claims, the second amended consolidated complaint included claims arising out of the 1998 acquisition of Dresser Industries, Inc. by Halliburton, including that we failed to timely disclose the resulting asbestos liability exposure.
 
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In April 2005, the court appointed new co-lead counsel and named AMSF the new lead plaintiff, directing that it file a third consolidated amended complaint and that we file our motion to dismiss.  The court held oral arguments on that motion in August 2005, at which time the court took the motion under advisement.  In March 2006, the court entered an order in which it granted the motion to dismiss with respect to claims arising prior to June 1999 and granted the motion with respect to certain other claims while permitting AMSF to re-plead some of those claims to correct deficiencies in its earlier complaint.  In April 2006, AMSF filed its fourth amended consolidated complaint.  We filed a motion to dismiss those portions of the complaint that had been re-pled.  A hearing was held on that motion in July 2006, and in March 2007 the court ordered dismissal of the claims against all individual defendants other than our Chief Executive Officer (CEO).  The court ordered that the case proceed against our CEO and Halliburton.
In September 2007, AMSF filed a motion for class certification, and our response was filed in November 2007.  The court held a hearing in March 2008, and issued an order November 3, 2008 denying AMSF’s motion for class certification.  AMSF then filed a motion with the Fifth Circuit Court of Appeals requesting permission to appeal the district court’s order denying class certification.  The Fifth Circuit granted AMSF’s motion.  Both parties filed briefs, and the Fifth Circuit heard oral argument in December of 2009.  The Fifth Circuit affirmed the district court’s order denying class certification.  On May 13, 2010, AMSF filed a writ of certiorari in the United States Supreme Court.  In early January 2011, the Supreme Court granted AMSF’s writ of certiorari and accepted the appeal.  The parties will now submit legal briefs to the Court and the Court will hear oral arguments in April 2011.  The appeal is limited to review of the legal ruling of the Fifth Circuit affirming the lower court’s order denying class certification and will not include review of the facts of the underlying lawsuit.
Shareholder derivative cases
In May 2009, two shareholder derivative lawsuits involving us and KBR were filed in Harris County, Texas naming as defendants various current and retired Halliburton directors and officers and current KBR directors.  These cases allege that the individual Halliburton defendants violated their fiduciary duties of good faith and loyalty to the detriment of Halliburton and its shareholders by failing to properly exercise oversight responsibilities and establish adequate internal controls.  The District Court consolidated the two cases and the plaintiffs filed a consolidated petition against current and former Halliburton directors and officers only containing various allegations of wrongdoing including violations of the FCPA, claimed KBR offenses while acting as a government contractor in Iraq, claimed KBR offenses and fraud under United States government contracts, Halliburton activity in Iran, and illegal kickbacks.  Our Board of Directors has designated a special committee of independent directors to oversee the investigation of the allegations made in the lawsuits and make recommendations to the Board on actions that should be taken.
Environmental
We are subject to numerous environmental, legal, and regulatory requirements related to our operations worldwide.  In the United States, these laws and regulations include, among others:
 
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the Comprehensive Environmental Response, Compensation, and Liability Act;
 
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the Resource Conservation and Recovery Act;
 
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the Clean Air Act;
 
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the Federal Water Pollution Control Act; and
 
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the Toxic Substances Control Act.

 
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In addition to the federal laws and regulations, states and other countries where we do business often have numerous environmental, legal, and regulatory requirements by which we must abide.  We evaluate and address the environmental impact of our operations by assessing and remediating contaminated properties in order to avoid future liabilities and comply with environmental, legal, and regulatory requirements.  On occasion, we are involved in specific environmental litigation and claims, including the remediation of properties we own or have operated, as well as efforts to meet or correct compliance-related matters.  Our Health, Safety and Environment group has several programs in place to maintain environmental leadership and to prevent the occurrence of environmental contamination.
We do not expect costs related to these remediation requirements to have a material adverse effect on our consolidated financial position or our results of operations.
We have subsidiaries that have been named as potentially responsible parties along with other third parties for 12 federal and state superfund sites for which we have established reserves.  As of December 31, 2010, those 12 sites accounted for approximately $10 million of our total $47 million reserve.  For any particular federal or state superfund site, since our estimated liability is typically within a range and our accrued liability may be the amount on the low end of that range, our actual liability could eventually be well in excess of the amount accrued.  Despite attempts to resolve these superfund matters, the relevant regulatory agency may at any time bring suit against us for amounts in excess of the amount accrued.  With respect to some superfund sites, we have been named a potentially responsible party by a regulatory agency; however, in each of those cases, we do not believe we have any material liability.  We also could be subject to third-party claims with respect to environmental matters for which we have been named as a potentially responsible party.

Item 4.  Specialized Disclosures.
Our barite and bentonite mining operations, in support of our fluid services business, are subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act). 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 (Dodd-Frank Act) and the recently proposed Item 106 of Regulation S-K (17 CFR 229.106) is included in Exhibit 99.1 to this annual report.

 
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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Halliburton Company’s common stock is traded on the New York Stock Exchange.  Information related to the high and low market prices of common stock and quarterly dividend payments is included under the caption “Quarterly Data and Market Price Information” on page 105 of this annual report.  Cash dividends on common stock in the amount of $0.09 per share were paid in March, June, September, and December of 2010 and 2009.  Our Board of Directors intends to consider the payment of quarterly dividends on the outstanding shares of our common stock in the future.  The declaration and payment of future dividends, however, will be at the discretion of the Board of Directors and will depend upon, among other things, future earnings, general financial condition and liquidity, success in business activities, capital requirements, and general business conditions.
The following graph and table compare total shareholder return on our common stock for the five-year period ended December 31, 2010, with the Standard & Poor’s 500 Stock Index and the Standard & Poor’s Energy Composite Index over the same period.  This comparison assumes the investment of $100 on December 31, 2005, and the reinvestment of all dividends.  The shareholder return set forth is not necessarily indicative of future performance.
 
 


 
   
December 31
 
   
2005
   
2006
   
2007
   
2008
   
2009
   
2010
 
Halliburton
  $ 100.00     $ 101.11     $ 124.70     $ 60.53     $ 101.83     $ 139.80  
Standard & Poor’s 500 Stock Index
    100.00       115.80       122.16       76.96       97.33       111.99  
Standard & Poor’s Energy Composite Index
    100.00       124.21       166.94       108.73       123.76       149.08  

At February 11, 2011, there were 17,222 shareholders of record.  In calculating the number of shareholders, we consider clearing agencies and security position listings as one shareholder for each agency or listing.

 
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Following is a summary of repurchases of our common stock during the three-month period ended December 31, 2010.
               
Total Number of Shares
 
               
Purchased as Part of
 
   
Total Number of Shares
   
Average Price Paid per
   
Publicly Announced
 
Period
 
Purchased (a)
   
Share
   
Plans or Programs
 
October 1-31
          35,441     $        34.13        
November 1-30
          20,884     $        34.19        
December 1-31
        106,346     $        40.00        
Total
        162,671     $        37.97        

 
(a)  
All of the 162,671 shares purchased during the three-month period ended December 31, 2010 were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants.  These shares were not part of a publicly announced program to purchase common shares.

Item 6.  Selected Financial Data.
Information related to selected financial data is included on page 104 of this annual report.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Information related to Management’s Discussion and Analysis of Financial Condition and Results of Operations is included on pages 33 through 58 of this annual report.

Item 7(a).  Quantitative and Qualitative Disclosures About Market Risk.
Information related to market risk is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Instrument Market Risk” on page 57 of this annual report.

Item 8.  Financial Statements and Supplementary Data.

 
Page No.
Management’s Report on Internal Control Over Financial Reporting
 59
Reports of Independent Registered Public Accounting Firm
 60
Consolidated Statements of Operations for the years ended December 31, 2010, 2009, and 2008
 62
Consolidated Balance Sheets at December 31, 2010 and 2009
 63
Consolidated Statements of Shareholders’ Equity for the years ended
 
December 31, 2010, 2009, and 2008
 64
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009, and
 
2008
65
Notes to Consolidated Financial Statements
66
Selected Financial Data (Unaudited)
104
Quarterly Data and Market Price Information (Unaudited)
105

 
31

 

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.

Item 9(a).  Controls and Procedures.
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2010 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
See page 59 for Management’s Report on Internal Control Over Financial Reporting and page 60 for Report of Independent Registered Public Accounting Firm on its assessment of our internal control over financial reporting.

Item 9(b).  Other Information.
None.

 
32

 

HALLIBURTON COMPANY
Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

Organization
We are a leading provider of products and services to the energy industry.  We serve the upstream oil and natural gas industry 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 through the life of the field.  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, Completion and Production and Drilling and Evaluation:
 
-
our Completion and Production segment delivers cementing, stimulation, intervention, pressure control, and completion services.  The segment consists of production enhancement services, completion tools and services, cementing services, and Boots & Coots; and
 
-
our Drilling and Evaluation segment provides field and reservoir modeling, drilling, evaluation, and precise wellbore placement solutions that enable customers to model, measure, and optimize their well construction activities.  The segment consists of fluid services, drilling services, drill bits, wireline and perforating services, testing and subsea, software and asset solutions, and integrated project management and consulting services.
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 significant manufacturing operations in various locations, including, but not limited to, the United States, Canada, the United Kingdom, Malaysia, Mexico, Brazil, and Singapore.  With approximately 58,000 employees, we operate in approximately 80 countries around the world and our corporate headquarters are in Houston, Texas and Dubai, United Arab Emirates.
Financial results
During 2010, we produced revenue of $18.0 billion and operating income of $3.0 billion, reflecting an operating margin of 17%.  Revenue increased $3.3 billion, or 22% from 2009, while operating income increased $1.0 billion, or 51% from 2009.  Overall, these increases were due to our customers’ higher capital spending throughout 2010, led by increased drilling activity and pricing improvements in North America.
Business outlook
We continue to believe in the strength of the long-term fundamentals of our business.  Although we saw significant improvements in our business during 2010, the ongoing concerns about global economic recovery and the Gulf of Mexico/Macondo well incident, including the related reduction in deepwater drilling activity in the United States Gulf of Mexico, may cause the near-term growth for our business to be at a more moderate pace.

 
33

 

During 2010, we saw a rebound in United States land rig count and drilling activity driven by a surge in horizontal drilling and activity in oil and liquids-rich unconventional plays.  The trend toward more service-intensive work has resulted in absorption of much of the industry’s excess oilfield equipment capacity.  Due to this absorption of excess capacity and our equipment utilization rates surpassing peak levels experienced in the third quarter of 2008, we continue to see price and margin improvements over the prior year for most of our products and services.  Our fourth quarter 2010 Gulf of Mexico business declined sharply from the third quarter 2010 as the company felt the full impact of the deepwater drilling suspension.  The drilling suspension was lifted in the fourth quarter of 2010, but we believe prospects for a recovery in the Gulf of Mexico will remain uncertain through the first half, and perhaps the full year, of 2011.  Despite weaker natural gas fundamentals and uncertainty in the Gulf of Mexico recovery, we believe our North America revenues and margins are likely sustainable through 2011.
Outside of North America, revenues remained essentially flat while our 2010 operating income declined from 2009 levels due to highly competitive pricing and an unfavorable activity mix.  However, we expect the global demand growth will have a moderate recovery as international rig count increases with macroeconomic trends supporting higher operator spending.  On a longer term basis, we expect the global economic recovery to accelerate, which we believe will lead to absorption of the industry’s spare capacity and improved international pricing.
Based on trends we see for future demand for our business, we are executing several key initiatives in 2011.  These initiatives involve increasing manufacturing production in the Eastern Hemisphere, improving service delivery in North America, and building a new technology center in Houston.  We intend to update the progress of these investments throughout the year, but we expect that costs associated with these initiatives will impact first quarter 2011 results by approximately $0.02 per share.
Our operating performance and business outlook are described in more detail in “Business Environment and Results of Operations.”
Gulf of Mexico/Macondo well incident
On April 22, 2010, the semisubmersible drilling rig, Deepwater Horizon, sank in the Gulf of Mexico after an explosion and fire onboard the rig that began on April 20, 2010.  We performed a variety of services on the Deepwater Horizon, including cementing, mud logging, directional drilling, measurement-while-drilling, and rig data acquisition services. The cause of the explosion, fire, and resulting oil spill is being investigated by numerous industry participants, governmental agencies and Congressional committees, and we have been named in many class action complaints involving pollution damage claims and other lawsuits related to wrongful death and other personal injuries claims.  In May 2010, the United States Department of the Interior effectively suspended all offshore deepwater drilling projects in the United States Gulf of Mexico.  Despite the fact that the drilling suspension was lifted in October 2010, we have experienced a reduction in our Gulf of Mexico operations since the Macondo well incident and we believe that the prospects for any significant increase in activity will remain uncertain through the first half, and perhaps the full year, of 2011.  Longer term, we do not know the extent of the impact on revenue or earnings as they are dependent on, among other things, our customers’ actions and the potential movement of deepwater rigs to other markets.  For additional information, see “Business Environment and Result of Operations,” Note 8 to the consolidated financial statements, Item 3, “Legal Proceedings,” and Item 1(a), “Risk Factors.”

 
34

 

Financial markets, liquidity, and capital resources
Since mid-2008, the global financial markets have been somewhat volatile.  While this has created additional risks for our business, we believe we have invested our cash balances conservatively and secured sufficient financing to help mitigate any near-term negative impact on our operations.  For additional information, see “Liquidity and Capital Resources” and “Business Environment and Results of Operations.”

LIQUIDITY AND CAPITAL RESOURCES

We ended 2010 with cash and equivalents of $1.4 billion compared to $2.1 billion at December 31, 2009.  We also held $653 million of short-term, United States Treasury securities classified as marketable securities.
Significant sources of cash
Cash flows from operating activities contributed $2.2 billion to cash in 2010.
During 2010, we sold approximately $1.9 billion of short-term marketable securities.
Further available sources of cash. We have an unsecured $1.2 billion, five-year revolving credit facility to provide commercial paper support, general working capital, and credit for other corporate purposes.  The facility was undrawn as of December 31, 2010.
Significant uses of cash
Capital expenditures were $2.1 billion in 2010 and were predominantly made in the production enhancement, drilling services, wireline and perforating, and cementing product service lines.
During 2010, we purchased approximately $1.3 billion in short-term marketable securities.
We paid $523 million to acquire various companies, including Boots & Coots, Inc. (Boots & Coots), during 2010 that should enhance or augment our current portfolio of products and services.
In September 2010, we completed the acquisition of Boots & Coots in a stock and cash transaction valued at approximately $248 million, of which approximately $143 million was paid in cash and approximately 3.4 million shares of our common stock were issued to Boots & Coots stockholders.  Subsequent to the acquisition, we retired approximately $40 million of Boots & Coots outstanding debt.  Effective October 2010, Boots & Coots results of operations were included in our Completion and Production segment.
In October 2010, we retired $750 million principal amount of our 5.5% senior notes with available cash and equivalents.
We paid $327 million in dividends to our shareholders in 2010.
We paid $177 million to United States and Nigerian authorities during 2010 related to KBR TSKJ matters.  See Notes 7 and 8 to our consolidated financial statements for more information.
Future uses of cash.  Capital spending for 2011 is expected to be approximately $3.0 billion.  The capital expenditures plan for 2011 is primarily directed toward our production enhancement, drilling services, wireline and perforating, completion tools, and cementing product service lines.
We are currently exploring opportunities for acquisitions that will enhance or augment our current portfolio of products and services, including those with unique technologies or distribution networks in areas where we do not already have large operations.
Subject to Board of Directors approval, we expect to pay quarterly dividends of approximately $80 million during 2011.  We also have approximately $1.7 billion remaining available under our share repurchase authorization, which may be used for open market share purchases.

 
35

 

The following table summarizes our significant contractual obligations and other long-term liabilities as of December 31, 2010:

   
Payments Due
             
Millions of dollars
 
2011
   
2012
   
2013
   
2014
   
2015
   
Thereafter
   
Total
 
Long-term debt
  $     $     $     $     $     $ 3,824     $ 3,824  
Interest on debt  (a)
    263       263       263       263       263       5,359       6,674  
Operating leases
    161       122       87       50       41       149       610  
Purchase obligations (b)
    1,714       91       64       13       6       5       1,893  
Pension funding obligations (c)
    41                                     41  
Other long-term liabilities
    9       9       9                         27  
Total
  $ 2,188     $ 485     $ 423     $ 326     $ 310     $ 9,337     $ 13,069  
(a)  
Interest on debt includes 86 years of interest on $300 million of debentures at 7.6% interest that become due in 2096.
(b)  
Primarily represents certain purchase orders for goods and services utilized in the ordinary course of our business.
(c)  
Amount based on assumptions that are subject to change.  Also, we may choose to make additional discretionary contributions.  We are currently not able to reasonably estimate our contributions for years after 2011.  See Note 13 to the consolidated financial statements for further information regarding pension contributions.

We had $209 million of gross unrecognized tax benefits at December 31, 2010, of which we estimate $59 million may require a cash payment.  We estimate that the total $59 million will not be settled within the next 12 months.  We are not able to reasonably estimate in which future periods this amount will ultimately be settled and paid.
Other factors affecting liquidity
Guarantee agreements.  In the normal course of business, we have agreements with financial institutions under which approximately $1.5 billion of letters of credit, bank guarantees, or surety bonds were outstanding as of December 31, 2010, including $210 million of surety bonds related to Venezuela. See “Business Environment and Results of Operations – International Operations” for further discussion related to Venezuela.  In addition, $52 million of the total $1.5 billion relates to KBR letters of credit, bank guarantees, or surety bonds that are being guaranteed by us in favor of KBR’s customers and lenders.  KBR has agreed to compensate us for these guarantees and indemnify us if we are required to perform under any of these guarantees.  Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization.
Financial position in current market.  We believe our $1.4 billion of cash and equivalents and $653 million in investments in marketable securities as of December 31, 2010 provide sufficient liquidity and flexibility, given the current market environment.  Our debt maturities extend over a long period of time.  We currently have a total of $1.2 billion of committed bank credit under our revolving credit facility to support our operations and any commercial paper we may issue in the future.  We have no financial covenants or material adverse change provisions in our bank agreements.  Currently, there are no borrowings under the revolving credit facility.  Although a portion of earnings from our foreign subsidiaries is reinvested overseas indefinitely, we do not consider this to have a significant impact on our liquidity.
In addition, we manage our cash investments by investing principally in United States Treasury securities and repurchase agreements collateralized by United States Treasury securities.
Credit ratings.  Credit ratings for our long-term debt remain A2 with Moody’s Investors Service and A with Standard & Poor’s.  The credit ratings on our short-term debt remain P-1 with Moody’s Investors Service and A-1 with Standard & Poor’s.

 
36

 

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.  For example, we have seen a delay in receiving payment on our receivables from one of our primary customers in Venezuela.  If our customers delay in paying or fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.

 
37

 

BUSINESS ENVIRONMENT AND RESULTS OF OPERATIONS

We operate in approximately 80 countries throughout the world to provide a comprehensive range of discrete and integrated services and products to the energy industry.  The majority of our consolidated revenue is derived from the sale of services and products to major, national, and independent oil and natural gas companies worldwide.  We serve the upstream oil and natural gas industry 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 field.  Our two business segments are the Completion and Production segment and the Drilling and Evaluation segment.  The industries we serve are highly competitive with many substantial competitors in each segment.  In 2010, based upon the location of the services provided and products sold, 46% of our consolidated revenue was from the United States.  In 2009, 36% of our consolidated revenue was from the United States.  No other country accounted for more than 10% of our revenue during these periods.
Operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil unrest, force majeure, war or other armed conflict, expropriation or other governmental actions, inflation, exchange control problems, and highly inflationary currencies.  We believe the geographic diversification of our business activities reduces the risk that loss of operations in any one country would be materially adverse to our consolidated results of operations.
Activity levels within our business segments are significantly impacted by spending on upstream exploration, development, and production programs by major, national, and independent oil and natural gas companies.  Also impacting our activity is the status of the global economy, which impacts oil and natural gas consumption.
Some of the more significant barometers of current and future spending levels of oil and natural gas companies are oil and natural gas prices, the world economy, the availability of credit, and global stability, which together drive worldwide drilling activity.  Our financial performance is significantly affected by oil and natural gas prices and worldwide rig activity, which are summarized in the following tables.
This table shows the average oil and natural gas prices for West Texas Intermediate (WTI), United Kingdom Brent crude oil, and Henry Hub natural gas:

Average Oil Prices (dollars per barrel)
 
2010
   
2009
   
2008
 
West Texas Intermediate
  $ 79.36     $ 61.65     $ 99.37  
United Kingdom Brent
  $ 79.66     $ 61.49     $ 96.86  
                         
Average United States Gas Prices (dollars per thousand cubic
                       
feet, or mcf)
                       
Henry Hub
  $ 4.52     $ 4.06     $ 9.13  

 
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The historical yearly average rig counts based on the Baker Hughes Incorporated rig count information were as follows:

Land vs. Offshore
 
2010
   
2009
   
2008
 
United States:
                 
Land
    1,509       1,042       1,812  
Offshore (incl. Gulf of Mexico)
    32       44       65  
Total
    1,541       1,086       1,877  
Canada:
                       
Land
    349       220       378  
Offshore
    2       1       1  
Total
    351       221       379  
International (excluding Canada):
                       
Land
    789       722       784  
Offshore
    305       275       295  
Total
    1,094       997       1,079  
Worldwide total
    2,986       2,304       3,335  
Land total
    2,647       1,984       2,974  
Offshore total
    339       320       361  
                         
Oil vs. Natural Gas
    2010       2009       2008  
United States (incl. Gulf of Mexico):
                       
Oil
    593       282       384  
Natural Gas
    948       804       1,493  
Total
    1,541       1,086       1,877  
Canada:
                       
Oil
    201       102       160  
Natural Gas
    150       119       219  
Total
    351       221       379  
International (excluding Canada):
                       
Oil
    840       776       825  
Natural Gas
    254       221       254  
Total
    1,094       997       1,079  
Worldwide total
    2,986       2,304       3,335  
Oil total
    1,634       1,160       1,369  
Natural Gas total
    1,352       1,144       1,966  

Drilling Type
 
2010
   
2009
   
2008
 
United States (incl. Gulf of Mexico):
                 
Horizontal
    822       456       552  
Vertical
    501       433       953  
Directional
    218       197       372  
Total
    1,541       1,086       1,877  

Our customers’ cash flows, in most instances, depend upon the revenue they generate from the sale of oil and natural gas.  Lower oil and natural gas prices usually translate into lower exploration and production budgets.  The opposite is true for higher oil and natural gas prices.

 
39

 

During the latter portion of 2008 and throughout much of 2009, there was an unprecedented decline in oil and natural gas prices and demand for our services due to the worldwide recession.  Since then, oil prices have rebounded.  According to the International Energy Agency’s (IEA) January 2011 “Oil Market Report,” 2011 world petroleum demand is forecasted to increase 2% over 2010 levels.  Emerging economies continue to be a significant factor in the recovery, while mature economies play a lesser role.  The outlook thus faces uncertainties, as the global recovery continues to remain somewhat fragile.  However, we believe that, over the long term, any major macroeconomic disruptions may ultimately correct themselves as the underlying trends of smaller and more complex reservoirs, high depletion rates, and the need for continual reserve replacement should drive the long-term need for our services.
North America operations
Volatility in oil and natural gas prices can impact our customers' drilling and production activities.  In 2009, the region experienced an unprecedented decline in rig count and drilling activity primarily due to a decline in natural gas prices.  During 2010, drilling activity has significantly improved.  There has also been a shift to oil and liquids-rich activity which has helped to drive increased service intensity because of horizontal drilling and completions complexity.  As of December 31, 2010, rig counts had increased approximately 42% from the end of 2009.  Current horizontal rigs represent over 50% of total rigs in the United States and are about 49% higher than the levels at the peak rig count of third quarter 2008.  These trends have led to increased demand and improved pricing for most of our products and services in our United States land operations.  In the fourth quarter of 2010, North America revenue and operating income increased 10% sequentially, outpacing the United States rig count growth of 4%.  Going forward, we expect that the overall rig count will continue to grow, but at a slower rate.  We also expect further pricing opportunities from our already high utilization rate; however, growing cost pressure will serve to somewhat slow down the rate of improvement in our margins.
Gulf of Mexico/Macondo well incident.  The semisubmersible drilling rig, Deepwater Horizon, sank in the Gulf of Mexico on April 22, 2010 after an explosion and fire onboard the rig that began on April 20, 2010.  We performed a variety of services on the Deepwater Horizon, including cementing, mud logging, directional drilling, measurement-while-drilling, and rig data acquisition services.  The cause of the explosion, fire, and resulting oil spill is being investigated by numerous industry participants, congressional committees, and governmental agencies, including the United States Coast Guard and the BOE (formerly known as the Minerals Management Service), who share jurisdiction over the investigation, the Chemical Safety Board, the National Academy of Science and the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling (National Commission) established by the President of the United States.  For additional information, see Item 3, “Legal Proceedings.”  In May 2010, the United States Department of the Interior effectively suspended all offshore deepwater drilling projects in the United States Gulf of Mexico.  The suspension was lifted in October 2010.  Since that time the Department of the Interior has issued guidance and regulations for drillers that intend to resume deepwater drilling activity.  There has been no material increase in the level of drilling activity in the Gulf of Mexico since the suspension was lifted.  The Department of the Interior’s regulations focus in part on increased safety and environmental issues, drilling equipment, and the requirement that operators submit drilling applications demonstrating regulatory compliance with respect to, among other things, required independent third-party inspections, certification of well design and well control equipment and emergency response plans in the event of a blowout.

 
40

 

We are assessing our plans in light of the Macondo well incident relating to the Deepwater Horizon and the current and prospective regulatory response, including any temporary or permanent BOE rules.  For the past two quarters we have engaged in discussions with our customers in the Gulf of Mexico and relocated equipment and personnel to other markets.  Our business in the Gulf of Mexico represented approximately 12% of our North America revenue in 2008, approximately 16% in 2009, and approximately 9% in 2010, and approximately 5% of our consolidated revenue in 2008, approximately 6% in 2009 and approximately 4% in 2010.  Historically, approximately 30% of our Gulf of Mexico business has been related to deepwater activities.  Generally, our average margins in the Gulf of Mexico had been similar to the average of our United States onshore margins over the last three years, though less volatile.
We are adjusting the allocation of our Gulf of Mexico existing assets and/or anticipated capital expenditures to some degree in 2011.  Despite the fact that the drilling suspension has been lifted, we have experienced a significant reduction in our Gulf of Mexico operations since the Macondo well incident.  We continue to believe that prospects for a recovery in the Gulf of Mexico will remain uncertain through the first half, and perhaps the full year, of 2011.  However, we intend to maintain all of our infrastructure and most of our headcount in anticipation of a rebound.  Longer term, we do not know the extent of the impact on revenue or earnings, as they are dependent, among other things, on our customers’ actions and the potential movement of deepwater rigs to other markets.
International operations
Consistent with our long-term strategy to grow our operations outside of North America, we expect to continue to invest capital in our international operations.  During 2009, operating income declined from 2008 levels due to a drop in rig count and the impact of pricing concessions that were renegotiated or given in the contract retendering process.  During 2010, revenue outside of North America was essentially flat and operating income decreased 22% when compared to the prior year, primarily due to highly competitive pricing and an unfavorable activity mix.
The pace of international recovery is lagging that of previous cycles at this stage, despite international rig counts exceeding the prior peak reached in September of 2008.  One of the contributory factors for the difference is the decline in offshore rig counts that we have seen with the current cycle.  Given the service intensity of offshore work, we believe this resulted in a more extensive impact on the industry’s revenues, a more significant capacity overhang, and consequently, a more pronounced drop off in pricing.  However, we are anticipating that the industry will experience steady volume increases in the coming year as macroeconomic trends support a more favorable operator spending outlook, which we believe will eventually lead to meaningful absorption of equipment supply and result in the ability to begin to improve pricing for our services sometime in later 2011.  We continue to believe in the long-term prospects of the international market and will align our business accordingly.
Venezuela.  We historically had remeasured our net Bolívar Fuerte-denominated monetary asset position at the official, fixed exchange rate of 2.15 Bolívar Fuerte to United States dollar.  In January 2010, the Venezuelan government announced a devaluation of the Bolívar Fuerte under a new two-exchange rate system: a 2.6 Bolívar Fuerte to United States dollar rate for essential products and a 4.3 Bolívar Fuerte to United States dollar rate for non-essential products.  In the first quarter of 2010, as a result of the devaluation, we recorded a foreign exchange loss of $31 million, which was not tax deductible in Venezuela.  We also recorded $10 million of additional tax expense for local Venezuelan income tax purposes as a result of a taxable gain on our net United States dollar-denominated monetary asset position in the country.  In December 2010, the Venezuelan government announced the official, fixed exchange rate will be 4.3 Bolívar Fuerte, eliminating the dual exchange rate scheme implemented in early 2010.  This change will be effective January 1, 2011 and should have no impact on us since we have applied the 4.3 Bolívar Fuerte fixed exchange rate since the January 2010 devaluation. We continue to work with our primary customer in Venezuela to resolve outstanding issues regarding the payment of invoices in relation to exchange rates and discounts.

 
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As of December 31, 2010, our total net investment in Venezuela was approximately $183 million.  In addition to this amount, we have $210 million of surety bond guarantees outstanding relating to our Venezuelan operations.
Initiatives and recent contract awards
Following is a brief discussion of some of our recent and current initiatives:
 
-
increasing our market share in the more economic, unconventional plays and deepwater markets by leveraging our broad technology offerings to provide value to our customers through integrated solutions and the ability to more efficiently drill and complete their wells;
 
-
exploring opportunities for acquisitions that will enhance or augment our current portfolio of products and services, including those with unique technologies or distribution networks in areas where we do not already have large operations;
 
-
making key investments in technology and capital to accelerate growth opportunities.  To that end, we are continuing to push our technology and manufacturing development, as well as our supply chain, closer to our customers in the Eastern Hemisphere, and we are building a new, world class technology center in Houston, Texas;
 
-
improving working capital, operating within our cash flow, and managing our balance sheet to maximize our financial flexibility;
 
-
continuing to seek ways to be one of the most cost efficient service providers in the industry by using our scale and breadth of operations; and
 
-
expanding our business with national oil companies.

Contract wins positioning us to grow our operations over the long term include:
 
-
a contract by ConocoPhillips for directional drilling, logging-while-drilling (LWD) and surface data logging (SDL) services to help develop the high temperature Jasmine discovery in the central North Sea;
 
-
an integrated services contract by ExxonMobil Iraq Ltd. for refurbishment of wells in the West Qurna (Phase 1) field in southern Iraq;
 
-
a multi-million dollar contract with ENI to provide a range of integrated energy services, including wireline logging, perforating, acidizing, and well testing, for the redevelopment of the Zubair field in southern Iraq;
 
-
a letter of intent by Shell Iraq Petroleum Development B.V. for the development of the Majnoon field in southern Iraq.  The contract is still subject to final approval by the appropriate Iraqi authorities;
 
-
a deepwater, multi-services contract in Angola valued at approximately $1.3 billion for the provision of cementing, production enhancement, completion tools, wireline, and perforating services;
 
-
a contract valued at approximately $750 million from a major exploration and production company for stimulation services in the Williston basin;
 
-
a two-year contract, plus options, with ConocoPhillips China Inc., valued at approximately $40 million, which includes provisions for directional drilling and logging-while-drilling services on the Peng Lai Development in China's Bohai Bay; and
 
-
frac pack and gravel pack deepwater completions awards in Brazil.

 
42

 

RESULTS OF OPERATIONS IN 2010 COMPARED TO 2009

REVENUE:
       
Increase
   
Percentage
 
Millions of dollars
 
2010
   
2009
   
(Decrease)
   
Change
 
Completion and Production
  $    9,997     $           7,419     $   2,578           35%  
Drilling and Evaluation
       7,976                 7,256         720           10  
Total revenue
  $          17,973     $         14,675     $   3,298           22%  

By geographic region:
 
Completion and Production:
                       
North America
  $    6,183     $   3,589     $   2,594           72%  
Latin America
       839         887            (48)            (5)  
Europe/Africa/CIS
       1,797                 1,771        26             1  
Middle East/Asia
       1,178          1,172       6             1  
Total
       9,997          7,419            2,578           35  
Drilling and Evaluation:
                               
North America
       2,644          2,073        571           28  
Latin America
       1,390          1,294       96             7  
Europe/Africa/CIS
       2,117          2,177           (60)            (3)  
Middle East/Asia
       1,825          1,712        113             7  
Total
       7,976          7,256        720           10  
Total revenue by region:
                               
North America
       8,827          5,662         3,165           56  
Latin America
       2,229          2,181       48             2  
Europe/Africa/CIS
       3,914          3,948         (34)            (1)  
Middle East/Asia
       3,003          2,884        119             4  

 
43

 


OPERATING INCOME:
       
Increase
   
Percentage
 
Millions of dollars
 
2010
   
2009
   
(Decrease)
   
Change
 
Completion and Production
  $    2,032     $    1,016     $     1,016           100%  
Drilling and Evaluation
       1,213          1,183          30               3  
Corporate and other
         (236)            (205)              (31)             15  
Total operating income
  $    3,009     $        1,994     $    1,015             51%  

By geographic region:
 
Completion and Production:
                       
North America
  $    1,423     $      272     $    1,151           423%  
Latin America
          115         172              (57)            (33)  
Europe/Africa/CIS
          301         315              (14)              (4)  
Middle East/Asia
          193         257              (64)            (25)  
Total
       2,032          1,016          1,016           100  
Drilling and Evaluation:
                               
North America
      453        178             275           154  
Latin America
      175        187              (12)              (6)  
Europe/Africa/CIS
      283        380              (97)            (26)  
Middle East/Asia
      302        438            (136)            (31)  
Total
       1,213         1,183         30               3  
Total operating income by region
                               
(excluding Corporate and other):