| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| NYSE Texas | ||||||||
| Emerging growth company | |||||
| HALLIBURTON COMPANY | |||||||||||
| Date: | January 21, 2026 | By: | /s/ Stephanie S. Holzhauser | ||||||||
| Stephanie S. Holzhauser | |||||||||||
| Senior Vice President and Chief | |||||||||||
| Accounting Officer | |||||||||||

(1) |
Adjusted net income per diluted share is a non-GAAP financial measure; please see definition of Adjusted
Net Income Per Diluted Share in Footnote Table 3 and 4.
|
|
(2) |
Adjusted operating margin is a non-GAAP financial measure; please see reconciliation of Operating
Income to Adjusted Operating Income in Footnote Table 1 and 2.
|
|
(3) |
Free cash flow is a non-GAAP financial measure; please see reconciliation of Cash Flows from Operating
Activities to Free Cash Flow in Footnote Table 5.
|
|
(4) |
Adjusted net income is a non-GAAP financial measure; please see reconciliation of Net Income to
Adjusted Net Income in Footnote Table 3 and 4.
|
|
(5) |
Adjusted operating income is a non-GAAP financial measure; please see reconciliation of Operating
Income to Adjusted Operating Income in Footnote Table 1 and 2.
|
|
Three Months Ended |
|||
December 31, |
September 30, |
||
2025 |
2024 |
2025 |
|
Revenue: |
|||
Completion and Production |
$3,268 |
$3,178 |
$3,223 |
Drilling and Evaluation |
2,389 |
2,432 |
2,377 |
Total revenue |
$5,657 |
$5,610 |
$5,600 |
Operating income: |
|||
Completion and Production |
$570 |
$629 |
$514 |
Drilling and Evaluation |
367 |
401 |
348 |
Corporate and other |
(66) |
(65) |
(64) |
SAP S4 upgrade expense |
(42) |
(33) |
(50) |
Impairment and other charges (a) |
(83) |
— |
(392) |
Total operating income |
746 |
932 |
356 |
Interest expense, net |
(86) |
(84) |
(88) |
Other, net (b) |
(25) |
(55) |
(49) |
Income before income taxes |
635 |
793 |
219 |
Income tax provision (c) |
(46) |
(179) |
(199) |
Net income |
$589 |
$614 |
$20 |
Net (income) loss attributable to noncontrolling interest |
— |
1 |
(2) |
Net income attributable to Company |
$589 |
$615 |
$18 |
Basic and diluted net income per share |
$0.70 |
$0.70 |
$0.02 |
Basic weighted average common shares outstanding |
839 |
875 |
849 |
Diluted weighted average common shares outstanding |
840 |
875 |
850 |
(a) |
See Footnote Table 1 for details of the impairments and other charges recorded during the three months ended
December 31, 2025 and September 30, 2025.
|
|||||
(b) |
During the three months ended September 30, 2025, Halliburton incurred a charge of $23 million due to the
impairment of an investment in Argentina.
|
|||||
(c) |
The income tax provision during the three months ended December 31, 2025, includes an $86 million discrete tax
benefit from the Foreign-Derived Intangible Income (FDII) deduction attributable to a royalty prepayment, as well as
the tax effect on impairments and other charges. The income tax provision during the three months ended
September 30, 2025, includes a $125 million tax expense associated with a valuation allowance recorded against
our United States foreign tax credits, as well as the tax effect on impairments and other charges and the impairment
of an investment in Argentina.
|
|||||
See Footnote Table 1 for Reconciliation of Operating Income to Adjusted Operating Income.
| ||||||
See Footnote Table 3 for Reconciliation of Net Income to Adjusted Net Income.
| ||||||
Year Ended |
||
December 31, |
||
2025 |
2024 |
|
Revenue: |
||
Completion and Production |
$12,782 |
$13,251 |
Drilling and Evaluation |
9,402 |
9,693 |
Total revenue |
$22,184 |
$22,944 |
Operating income: |
||
Completion and Production |
$2,128 |
$2,709 |
Drilling and Evaluation |
1,379 |
1,608 |
Corporate and other |
(262) |
(255) |
SAP S4 upgrade expense |
(154) |
(124) |
Impairment and other charges (a) |
(831) |
(116) |
Total operating income |
2,260 |
3,822 |
Interest expense, net |
(352) |
(353) |
Other, net (b) |
(137) |
(235) |
Income before income taxes |
1,771 |
3,234 |
Income tax provision (c) |
(479) |
(718) |
Net income |
$1,292 |
$2,516 |
Net income attributable to noncontrolling interest |
(9) |
(15) |
Net income attributable to Company |
$1,283 |
$2,501 |
Basic net income per share |
$1.50 |
$2.84 |
Diluted net income per share |
$1.50 |
$2.83 |
Basic weighted average common shares outstanding |
853 |
882 |
Diluted weighted average common shares outstanding |
853 |
883 |
(a) |
See Footnote Table 2 for details of the impairments and other charges recorded during the years ended December 31,
2025 and December 31, 2024.
|
|||||
(b) |
During the year ended December 31, 2025, Halliburton incurred a charge of $23 million due to the impairment of an
investment in Argentina. During the year ended December 31, 2024, Halliburton incurred a charge of $82 million,
primarily due to the impairment of an investment in Argentina and currency devaluation in Egypt.
|
|||||
(c) |
The income tax provision during the year ended December 31, 2025, includes a $125 million tax expense associated
with a valuation allowance recorded against our United States foreign tax credits, an $86 million discrete tax benefit from
the FDII deduction attributable to a royalty prepayment, as well as the tax effect on impairments and other charges, and
the impairment of an investment in Argentina. The income tax provision during the year ended December 31, 2024,
includes a $41 million tax benefit associated with a partial release of a valuation allowance on deferred tax assets based
on market conditions, as well as the tax effects on impairments and other charges, the impairment of an investment in
Argentina, and Egypt currency impact.
|
|||||
See Footnote Table 2 for Reconciliation of Operating Income to Adjusted Operating Income.
| ||||||
See Footnote Table 4 for Reconciliation of Net Income to Adjusted Net Income.
| ||||||
December 31, |
||||
2025 |
2024 |
|||
Assets | ||||
Current assets: |
||||
Cash and equivalents |
$2,206 |
$2,618 |
||
Receivables, net |
4,942 |
5,117 |
||
Inventories |
2,976 |
3,040 |
||
Other current assets |
1,274 |
1,607 |
||
Total current assets |
11,398 |
12,382 |
||
Property, plant, and equipment, net |
5,261 |
5,113 |
||
Goodwill |
2,938 |
2,838 |
||
Deferred income taxes |
2,298 |
2,339 |
||
Operating lease right-of-use assets |
938 |
1,022 |
||
Other assets |
2,177 |
1,893 |
||
Total assets |
$25,010 |
$25,587 |
||
Liabilities and Shareholders' Equity | ||||
Current liabilities: |
||||
Accounts payable |
$3,133 |
$3,189 |
||
Accrued employee compensation and benefits |
767 |
711 |
||
Current portion of operating lease liabilities |
263 |
263 |
||
Current maturities of long-term debt |
— |
381 |
||
Other current liabilities |
1,425 |
1,506 |
||
Total current liabilities |
5,588 |
6,050 |
||
Long-term debt |
7,158 |
7,160 |
||
Operating lease liabilities |
712 |
798 |
||
Employee compensation and benefits |
428 |
414 |
||
Other liabilities |
619 |
617 |
||
Total liabilities |
14,505 |
15,039 |
||
Company shareholders’ equity |
10,461 |
10,506 |
||
Noncontrolling interest in consolidated subsidiaries |
44 |
42 |
||
Total shareholders’ equity |
10,505 |
10,548 |
||
Total liabilities and shareholders’ equity |
$25,010 |
$25,587 |
||
Year Ended |
Three Months
Ended
|
||
December 31, |
December 31, |
||
2025 |
2024 |
2025 |
|
Cash flows from operating activities: |
|||
Net income |
$1,292 |
$2,516 |
$589 |
Adjustments to reconcile net income to cash flows from
operating activities:
|
|||
Depreciation, depletion, and amortization |
1,136 |
1,079 |
290 |
Impairments and other charges |
831 |
116 |
83 |
Working capital (a) |
196 |
(103) |
307 |
Other operating activities |
(529) |
257 |
(104) |
Total cash flows provided by operating activities |
2,926 |
3,865 |
1,165 |
Cash flows from investing activities: |
|||
Capital expenditures |
(1,254) |
(1,442) |
(337) |
Purchase of an equity investment |
(363) |
(139) |
(20) |
Purchases of marketable securities |
(202) |
(438) |
(74) |
Payments to acquire business |
(185) |
(27) |
(10) |
Sales of marketable securities |
444 |
214 |
216 |
Proceeds from sales of property, plant, and equipment |
185 |
223 |
47 |
Sale of an equity investment |
120 |
— |
— |
Other investing activities |
(70) |
(45) |
(21) |
Total cash flows used in investing activities |
(1,325) |
(1,654) |
(199) |
Cash flows from financing activities: |
|||
Stock repurchase program |
(1,007) |
(1,005) |
(250) |
Dividends to shareholders |
(579) |
(600) |
(143) |
Payments on long-term borrowings |
(389) |
(100) |
(382) |
Other financing activities |
(12) |
(25) |
4 |
Total cash flows used in financing activities |
(1,987) |
(1,730) |
(771) |
Effect of exchange rate changes on cash |
(26) |
(127) |
(15) |
Increase (decrease) in cash and equivalents |
(412) |
354 |
180 |
Cash and equivalents at beginning of period |
2,618 |
2,264 |
2,026 |
Cash and equivalents at end of period |
$2,206 |
$2,618 |
$2,206 |
(a) |
Working capital includes receivables, inventories, and accounts payable. |
||||||||
See Footnote Table 5 for Reconciliation of Cash Flows from Operating Activities to Free Cash Flow.
| |||||||||
Three Months Ended |
|||
December 31, |
September 30, |
||
Revenue |
2025 |
2024 |
2025 |
By operating segment: |
|||
Completion and Production |
$3,268 |
$3,178 |
$3,223 |
Drilling and Evaluation |
2,389 |
2,432 |
2,377 |
Total revenue |
$5,657 |
$5,610 |
$5,600 |
By geographic region: |
|||
North America |
$2,207 |
$2,213 |
$2,364 |
Latin America |
1,066 |
953 |
996 |
Europe/Africa/CIS |
928 |
795 |
828 |
Middle East/Asia |
1,456 |
1,649 |
1,412 |
Total revenue |
$5,657 |
$5,610 |
$5,600 |
Operating Income |
|||
By operating segment: |
|||
Completion and Production |
$570 |
$629 |
$514 |
Drilling and Evaluation |
367 |
401 |
348 |
Total operations |
937 |
1,030 |
862 |
Corporate and other |
(66) |
(65) |
(64) |
SAP S4 upgrade expense |
(42) |
(33) |
(50) |
Impairments and other charges |
(83) |
— |
(392) |
Total operating income |
$746 |
$932 |
$356 |
See Footnote Table 1 for Reconciliation of Operating Income to Adjusted Operating Income.
| |||||||||
Year Ended |
||
December 31, |
||
Revenue |
2025 |
2024 |
By operating segment: |
||
Completion and Production |
$12,782 |
$13,251 |
Drilling and Evaluation |
9,402 |
9,693 |
Total revenue |
$22,184 |
$22,944 |
By geographic region: |
||
North America |
$9,066 |
$9,626 |
Latin America |
3,935 |
4,211 |
Europe/Africa/CIS |
3,351 |
3,003 |
Middle East/Asia |
5,832 |
6,104 |
Total revenue |
$22,184 |
$22,944 |
Operating Income |
||
By operating segment: |
||
Completion and Production |
$2,128 |
$2,709 |
Drilling and Evaluation |
1,379 |
1,608 |
Total operations |
3,507 |
4,317 |
Corporate and other |
(262) |
(255) |
SAP S4 upgrade expense |
(154) |
(124) |
Impairments and other charges |
(831) |
(116) |
Total operating income |
$2,260 |
$3,822 |
See Footnote Table 2 for Reconciliation of Operating Income to Adjusted Operating Income.
| |||||||||
Three Months Ended |
||||
December 31, |
September 30, |
|||
2025 |
2024 |
2025 |
||
Operating income |
$746 |
$932 |
$356 |
|
Impairments and other charges: |
||||
Equity in earnings loss |
50 |
— |
— |
|
Impairment of assets held for sale |
24 |
— |
96 |
|
Severance costs |
23 |
— |
169 |
|
Fixed and Other assets write-offs |
— |
— |
115 |
|
Gain on investment |
— |
— |
(6) |
|
Cybersecurity incident |
— |
— |
(10) |
|
Other |
(14) |
— |
28 |
|
Total impairments and other charges (a) |
83 |
— |
392 |
|
Adjusted operating income (b) (c) |
$829 |
$932 |
$748 |
|
(a) |
During the three months ended December 31, 2025, Halliburton recognized a pre-tax charge of $83 million as a result of an
equity in earnings loss, an impairment of assets held for sale, severance costs, and other items. During the three months
ended September 30, 2025, Halliburton recognized a pre-tax charge of $392 million as a result of severance costs, fixed and
other assets write-offs, an impairment of assets held for sale, and other items.
|
|||||
(b) |
Adjusted operating income is a non-GAAP financial measure which is calculated as: “Operating income” plus “Total
impairments and other charges” for the respective periods. Management believes that operating income adjusted for
impairments and other charges is useful to investors to assess and understand operating performance, especially when
comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily
because management views the excluded items to be outside of the company's normal operating results. Management
analyzes operating income without the impact of these items as an indicator of performance, to identify underlying trends in
the business, and to establish operational goals. The adjustments remove the effect of these items.
|
|||||
(c) |
We calculate operating margin by dividing operating income by revenue. We calculate adjusted operating margin, a non-
GAAP financial measure, by dividing adjusted operating income by revenue. Management believes adjusted operating
margin is useful to investors to assess and understand operating performance.
|
|||||
Year Ended |
|||
December 31, |
|||
2025 |
2024 |
||
Operating income |
$2,260 |
$3,822 |
|
Impairments and other charges: |
|||
Severance costs |
299 |
63 |
|
Impairment of assets held for sale |
224 |
49 |
|
Fixed and Other assets write-offs |
115 |
— |
|
Impairment of real estate facilities |
53 |
— |
|
Equity in earnings loss |
50 |
— |
|
Gain on investment |
(6) |
(43) |
|
Cybersecurity incident |
(10) |
35 |
|
Other |
106 |
12 |
|
Total impairments and other charges (a) |
831 |
116 |
|
Adjusted operating income (b) (c) |
$3,091 |
$3,938 |
|
(a) |
During the year ended December 31, 2025, Halliburton recognized a pre-tax charge of $831 million as a result of
severance costs, an impairment of assets held for sale, fixed and other assets write-offs, an impairment on real estate
facilities, an equity in earnings loss, and other items, primarily related to legacy environmental remediation cost
estimate increases. During the year ended December 31, 2024, Halliburton recognized a pre-tax charge of $116
million as a result of severance costs, an impairment of assets held for sale, expenses related to a cybersecurity
incident, a gain on a fair value adjustment of an equity investment, and other items.
|
|||
(b) |
Adjusted operating income is a non-GAAP financial measure which is calculated as: “Operating income” plus “Total
impairments and other charges” for the respective periods. Management believes that operating income adjusted for
impairments and other charges is useful to investors to assess and understand operating performance, especially
when comparing those results with previous and subsequent periods or forecasting performance for future periods,
primarily because management views the excluded items to be outside of the company's normal operating results.
Management analyzes operating income without the impact of these items as an indicator of performance, to identify
underlying trends in the business, and to establish operational goals. The adjustments remove the effect of these
items.
|
|||
(c) |
We calculate operating margin by dividing operating income by revenue. We calculate adjusted operating margin, a
non-GAAP financial measure, by dividing adjusted operating income by revenue. Management believes adjusted
operating margin is useful to investors to assess and understand operating performance.
|
|||
Three Months Ended |
||||
December 31, |
September 30, |
|||
2025 |
2024 |
2025 |
||
Net income attributable to company |
$589 |
$615 |
$18 |
|
Adjustments: |
||||
Impairments and other charges (a) |
83 |
— |
392 |
|
Other, net (b) |
— |
— |
23 |
|
Total adjustments, before taxes |
83 |
— |
415 |
|
Tax benefit from prepayment (c) |
(86) |
— |
— |
|
Tax valuation allowance (c) |
— |
— |
125 |
|
Tax adjustment (c) |
(10) |
— |
(62) |
|
Total adjustments, net of taxes (d) |
(13) |
— |
478 |
|
Adjusted net income attributable to company (d) |
$576 |
$615 |
$496 |
|
Diluted weighted average common shares outstanding |
840 |
875 |
850 |
|
Net income per diluted share (e) |
$0.70 |
$0.70 |
$0.02 |
|
Adjusted net income per diluted share (e) |
$0.69 |
$0.70 |
$0.58 |
|
(a) |
See Footnote Table 1 for details of the impairments and other charges recorded during the three months ended
December 31, 2025 and September 30, 2025.
|
|||||
(b) |
During the three months ended September 30, 2025, Halliburton incurred a charge of $23 million due to the impairment of
an investment in Argentina.
|
|||||
(c) |
The adjustments include an $86 million discrete tax benefit from the FDII deduction attributable to a royalty prepayment as
well as the tax effect on impairments and other charges during the three months ended December 31, 2025. During the
three months ended September 30, 2025, the adjustments include a $125 million tax expense associated with a valuation
allowance recorded against our deferred tax assets, which resulted from the impact on the realizability of our United
States foreign tax credits due to the “One Big Beautiful Bill Act” (OBBBA), as well as the tax effect on impairments and
other charges and the impairment of an investment in Argentina.
|
|||||
(d) |
Adjusted net income attributable to company is a non-GAAP financial measure which is calculated as: “Net income
attributable to company” plus “Total adjustments, net of taxes” for the respective periods. Management believes net
income adjusted for impairments and other charges and the Argentina investment impairment, along with the tax
adjustments is useful to investors to assess and understand operating performance, especially when comparing those
results with previous and subsequent periods or forecasting performance for future periods, primarily because
management views the excluded items to be outside of the company's normal operating results. Management analyzes
net income without the impact of these items as an indicator of performance to identify underlying trends in the business
and to establish operational goals. Total adjustments remove the effect of these items.
|
|||||
(e) |
Net income per diluted share is calculated as: “Net income attributable to company” divided by “Diluted weighted average
common shares outstanding.” Adjusted net income per diluted share is a non-GAAP financial measure which is calculated
as: “Adjusted net income attributable to company” divided by “Diluted weighted average common shares outstanding.”
Management believes adjusted net income per diluted share is useful to investors to assess and understand operating
performance.
|
|||||
Year Ended |
|||
December 31, |
|||
2025 |
2024 |
||
Net income attributable to company |
$1,283 |
$2,501 |
|
Adjustments: |
|||
Impairments and other charges (a) |
831 |
116 |
|
Other, net (b) |
23 |
82 |
|
Total adjustments, before taxes |
854 |
198 |
|
Tax valuation allowance (c) |
125 |
— |
|
Tax benefit from prepayment (c) |
(86) |
— |
|
Tax adjustment (c) |
(115) |
(55) |
|
Total adjustments, net of taxes (d) |
778 |
143 |
|
Adjusted net income attributable to company (d) |
$2,061 |
$2,644 |
|
Diluted weighted average common shares outstanding |
853 |
883 |
|
Net income per diluted share (e) |
$1.50 |
$2.83 |
|
Adjusted net income per diluted share (e) |
$2.42 |
$2.99 |
|
(a) |
See Footnote Table 2 for details of the impairments and other charges recorded during the years ended December 31,
2025 and December 31, 2024.
|
|||
(b) |
During the year ended December 31, 2025, Halliburton incurred a charge of $23 million due to the impairment of an
investment in Argentina. During the year ended December 31, 2024, Halliburton incurred a charge of $82 million, primarily
due to the impairment of an investment in Argentina and currency devaluation in Egypt.
|
|||
(c) |
The adjustments include a $125 million tax expense associated with a valuation allowance recorded against our deferred
tax assets, which resulted from the impact on the realizability of our United States foreign tax credits due to the OBBBA,
an $86 million discrete tax benefit from the FDII deduction attributable to a royalty prepayment, as well as the tax effect
on impairments and other charges, and the impairment of an investment in Argentina, recorded during the year ended
December 31, 2025. During the year ended December 31, 2024, the tax adjustment includes a $41 million tax benefit
associated with a partial release of a valuation allowance on deferred tax assets based on market conditions, the tax
effects on impairments and other charges, the impairment of an investment in Argentina, and Egypt currency impact.
|
|||
(d) |
Adjusted net income attributable to company is a non-GAAP financial measure which is calculated as: “Net income
attributable to company” plus “Total adjustments, net of taxes” for the respective periods. Management believes net
income adjusted for the impairments and other charges, Egypt currency impact, and Argentina investment impairments,
along with the tax adjustments, is useful to investors to assess and understand operating performance, especially when
comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily
because management views the excluded items to be outside of the company's normal operating results. Management
analyzes net income without the impact of these items as an indicator of performance to identify underlying trends in the
business and to establish operational goals. Total adjustments remove the effect of these items.
|
|||
(e) |
Net income per diluted share is calculated as: “Net income attributable to company” divided by “Diluted weighted average
common shares outstanding.” Adjusted net income per diluted share is a non-GAAP financial measure which is calculated
as: “Adjusted net income attributable to company” divided by “Diluted weighted average common shares outstanding.”
Management believes adjusted net income per diluted share is useful to investors to assess and understand operating
performance.
|
|||
Year Ended |
Three Months
Ended
|
||
December 31, |
December 31, |
||
2025 |
2024 |
2025 |
|
Total cash flows provided by operating activities |
$2,926 |
$3,865 |
$1,165 |
Capital expenditures |
(1,254) |
(1,442) |
(337) |
Proceeds from sales of property, plant, and equipment |
185 |
223 |
47 |
Free cash flow (a) |
$1,857 |
$2,646 |
$875 |
(a) |
Free Cash Flow is a non-GAAP financial measure which is calculated as “Total cash flows provided by operating activities”
less “Capital expenditures” plus “Proceeds from sales of property, plant, and equipment.” Management believes that Free
Cash Flow is a key measure to assess liquidity of the business and is consistent with the disclosures of Halliburton's
direct, large-cap competitors.
|
|||||