| (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: | July 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 |
|||
June 30, |
March 31, |
||
2026 |
2025 |
2026 |
|
Revenue: |
|||
Completion and Production |
$3,202 |
$3,171 |
$3,016 |
Drilling and Evaluation |
2,512 |
2,339 |
2,386 |
Total revenue |
$5,714 |
$5,510 |
$5,402 |
Operating income: |
|||
Completion and Production |
$474 |
$513 |
$439 |
Drilling and Evaluation |
338 |
312 |
351 |
Corporate and other |
(83) |
(66) |
(69) |
SAP S4 upgrade expense |
(46) |
(32) |
(42) |
Impairments and other credits (a) |
95 |
— |
— |
Total operating income |
778 |
727 |
679 |
Interest expense, net |
(83) |
(92) |
(82) |
Other, net |
(31) |
(24) |
(28) |
Income before income taxes |
664 |
611 |
569 |
Income tax provision (b) |
(126) |
(131) |
(105) |
Net income |
$538 |
$480 |
$464 |
Net income attributable to noncontrolling interest |
(4) |
(8) |
(3) |
Net income attributable to company |
$534 |
$472 |
$461 |
Basic and diluted net income per share |
$0.64 |
$0.55 |
$0.55 |
Basic weighted average common shares outstanding |
836 |
857 |
837 |
Diluted weighted average common shares outstanding |
838 |
857 |
839 |
(a) |
See Footnote Table 1 for details of the impairments and other charges (credits) recorded during the three months
ended June 30, 2026.
|
|||||
(b) |
The income tax provision during the three months ended June 30, 2026 includes the tax effect on impairments and
other credits. The income tax provision during the three months ended March 31, 2026 includes a $32 million tax
benefit associated with a valuation allowance release.
|
|||||
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.
| ||||||
Six Months Ended |
||
June 30, |
||
2026 |
2025 |
|
Revenue: |
||
Completion and Production |
$6,218 |
$6,291 |
Drilling and Evaluation |
4,898 |
4,636 |
Total revenue |
$11,116 |
$10,927 |
Operating income: |
||
Completion and Production |
$913 |
$1,044 |
Drilling and Evaluation |
689 |
664 |
Corporate and other |
(152) |
(132) |
SAP S4 upgrade expense |
(88) |
(62) |
Impairments and other (charges) credits (a) |
95 |
(356) |
Total operating income |
1,457 |
1,158 |
Interest expense, net |
(165) |
(178) |
Other, net |
(59) |
(63) |
Income before income taxes |
1,233 |
917 |
Income tax provision (b) |
(231) |
(234) |
Net income |
$1,002 |
$683 |
Net income attributable to noncontrolling interest |
(7) |
(7) |
Net income attributable to company |
$995 |
$676 |
Basic and diluted net income per share |
$1.19 |
$0.78 |
Basic weighted average common shares outstanding |
836 |
862 |
Diluted weighted average common shares outstanding |
838 |
862 |
(a) |
See Footnote Table 2 for details of the impairments and other charges (credits) recorded during the six months ended
June 30, 2026 and June 30, 2025.
|
|||||
(b) |
The income tax provision during the six months ended June 30, 2026, includes the tax effect on impairments and other
(charges) credits and a $32 million tax benefit associated with a valuation allowance release. The income tax provision
during the six months ended June 30, 2025, includes the tax effect on impairments and other (charges) credits.
|
|||||
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.
| ||||||
June 30, |
December 31, |
|||
2026 |
2025 |
|||
Assets | ||||
Current assets: |
||||
Cash and equivalents |
$2,048 |
$2,206 |
||
Receivables, net |
5,325 |
4,942 |
||
Inventories |
3,056 |
2,976 |
||
Other current assets |
1,453 |
1,274 |
||
Total current assets |
11,882 |
11,398 |
||
Property, plant, and equipment, net |
5,173 |
5,261 |
||
Goodwill |
3,020 |
2,938 |
||
Deferred income taxes |
2,331 |
2,298 |
||
Operating lease right-of-use assets |
1,019 |
938 |
||
Other assets |
2,403 |
2,177 |
||
Total assets |
$25,828 |
$25,010 |
||
Liabilities and Shareholders' Equity | ||||
Current liabilities: |
||||
Accounts payable |
$3,456 |
$3,133 |
||
Accrued employee compensation and benefits |
681 |
767 |
||
Current portion of operating lease liabilities |
287 |
263 |
||
Current maturities of long-term debt |
90 |
— |
||
Other current liabilities |
1,373 |
1,425 |
||
Total current liabilities |
5,887 |
5,588 |
||
Long-term debt |
7,071 |
7,158 |
||
Operating lease liabilities |
751 |
712 |
||
Employee compensation and benefits |
413 |
428 |
||
Other liabilities |
654 |
619 |
||
Total liabilities |
14,776 |
14,505 |
||
Company shareholders’ equity |
11,010 |
10,461 |
||
Noncontrolling interest in consolidated subsidiaries |
42 |
44 |
||
Total shareholders’ equity |
11,052 |
10,505 |
||
Total liabilities and shareholders’ equity |
$25,828 |
$25,010 |
||
Six Months Ended |
Three Months
Ended
|
||
June 30, |
June 30, |
||
2026 |
2025 |
2026 |
|
Cash flows from operating activities: |
|||
Net income |
$1,002 |
$683 |
$538 |
Adjustments to reconcile net income to cash flows from
operating activities:
|
|||
Depreciation, depletion, and amortization |
591 |
561 |
296 |
Working capital (a) |
(187) |
100 |
65 |
Impairments and other charges (credits) |
(95) |
356 |
(95) |
Other operating activities |
(214) |
(427) |
20 |
Total cash flows provided by operating activities |
1,097 |
1,273 |
824 |
Cash flows from investing activities: |
|||
Capital expenditures |
(427) |
(656) |
(235) |
Payments to acquire businesses |
(107) |
(162) |
(10) |
Purchases of equity investments |
(101) |
(345) |
(101) |
Purchases of investment securities |
(93) |
(115) |
(91) |
Proceeds from sales of property, plant, and equipment |
121 |
89 |
79 |
Sales of investment securities |
49 |
65 |
22 |
Sale of an equity investment |
— |
120 |
— |
Other investing activities |
(68) |
(36) |
(47) |
Total cash flows used in investing activities |
(626) |
(1,040) |
(383) |
Cash flows from financing activities: |
|||
Stock repurchase program |
(308) |
(507) |
(208) |
Dividends to shareholders |
(285) |
(292) |
(143) |
Other financing activities |
(26) |
(12) |
(31) |
Total cash flows used in financing activities |
(619) |
(811) |
(382) |
Effect of exchange rate changes on cash |
(10) |
(2) |
(14) |
Increase (decrease) in cash and equivalents |
(158) |
(580) |
45 |
Cash and equivalents at beginning of period |
2,206 |
2,618 |
2,003 |
Cash and equivalents at end of period |
$2,048 |
$2,038 |
$2,048 |
(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 |
|||
June 30, |
March 31, |
||
Revenue |
2026 |
2025 |
2026 |
By operating segment: |
|||
Completion and Production |
$3,202 |
$3,171 |
$3,016 |
Drilling and Evaluation |
2,512 |
2,339 |
2,386 |
Total revenue |
$5,714 |
$5,510 |
$5,402 |
By geographic region: |
|||
North America |
$2,276 |
$2,259 |
$2,136 |
Latin America |
1,123 |
977 |
1,090 |
Europe/Africa/CIS |
1,017 |
820 |
858 |
Middle East/Asia |
1,298 |
1,454 |
1,318 |
Total revenue |
$5,714 |
$5,510 |
$5,402 |
Operating Income |
|||
By operating segment: |
|||
Completion and Production |
$474 |
$513 |
$439 |
Drilling and Evaluation |
338 |
312 |
351 |
Total operations |
812 |
825 |
790 |
Corporate and other |
(83) |
(66) |
(69) |
SAP S4 upgrade expense |
(46) |
(32) |
(42) |
Impairments and other credits |
95 |
— |
— |
Total operating income |
$778 |
$727 |
$679 |
See Footnote Table 1 for Reconciliation of Operating Income to Adjusted Operating Income.
| |||||||||
Six Months Ended |
||
June 30, |
||
Revenue |
2026 |
2025 |
By operating segment: |
||
Completion and Production |
$6,218 |
$6,291 |
Drilling and Evaluation |
4,898 |
4,636 |
Total revenue |
$11,116 |
$10,927 |
By geographic region: |
||
North America |
$4,412 |
$4,495 |
Latin America |
2,213 |
1,873 |
Europe/Africa/CIS |
1,875 |
1,595 |
Middle East/Asia |
2,616 |
2,964 |
Total revenue |
$11,116 |
$10,927 |
Operating Income |
||
By operating segment: |
||
Completion and Production |
$913 |
$1,044 |
Drilling and Evaluation |
689 |
664 |
Total operations |
1,602 |
1,708 |
Corporate and other |
(152) |
(132) |
SAP S4 upgrade expense |
(88) |
(62) |
Impairments and other (charges) credits |
95 |
(356) |
Total operating income |
$1,457 |
$1,158 |
See Footnote Table 2 for Reconciliation of Operating Income to Adjusted Operating Income.
| |||||||||
Three Months Ended |
||||
June 30, |
March 31, |
|||
2026 |
2025 |
2026 |
||
Operating income |
$778 |
$727 |
$679 |
|
Impairments and other charges (credits): |
||||
Gain on investments |
(64) |
— |
— |
|
Loss on sale of a business |
17 |
— |
— |
|
Other |
(48) |
— |
— |
|
Total impairments and other credits (a) |
(95) |
— |
— |
|
Adjusted operating income (b) (c) |
$683 |
$727 |
$679 |
|
(a) |
During the three months ended June 30, 2026, Halliburton recognized a pre-tax credit of $95 million primarily due to a $54
million gain resulting from changes in our ownership interest in an equity investment, and a $10 million gain from
remeasuring an equity investment to fair value. Other credits of $48 million were primarily due to a government refund
recovery. These gains were partially offset by a $17 million loss on the sale of a portion of our chemical business, which
closed in April 2026.
|
|||||
(b) |
Adjusted operating income is a non-GAAP financial measure which is calculated as: “Operating income” plus “Total
impairments and other credits” for the respective periods. Management believes that operating income adjusted for
impairments and other charges (credits) 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.
|
|||||
Six Months Ended |
|||
June 30, |
|||
2026 |
2025 |
||
Operating income |
$1,457 |
$1,158 |
|
Impairments and other charges (credits): |
|||
Gain on investments |
(64) |
— |
|
Loss on sale of a business |
17 |
— |
|
Severance costs |
— |
107 |
|
Impairment of assets held for sale |
— |
104 |
|
Impairment of real estate facilities |
— |
53 |
|
Other |
(48) |
92 |
|
Total impairments and other charges (credits) (a) |
(95) |
356 |
|
Adjusted operating income (b) (c) |
$1,362 |
$1,514 |
|
(a) |
During the six months ended June 30, 2026, Halliburton recognized a pre-tax credit of $95 million primarily due to a
$54 million gain resulting from changes in our ownership interest in an equity investment, and a $10 million gain from
remeasuring an equity investment to fair value. Other credits of $48 million were primarily due to a government refund
recovery. These gains were partially offset by a $17 million loss on the sale of a portion of our chemical business,
which closed in April 2026. During the six months ended June 30, 2025, Halliburton recognized a pre-tax charge of
$356 million as a result of severance costs, an impairment of assets held for sale, an impairment on real estate
facilities, and other items, primarily related to legacy environmental remediation cost estimate increases.
|
|||
(b) |
Adjusted operating income is a non-GAAP financial measure which is calculated as: “Operating income” plus “Total
impairments and other charges (credits)” for the respective periods. Management believes that operating income
adjusted for impairments and other charges (credits) 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 |
||||
June 30, |
March 31, |
|||
2026 |
2025 |
2026 |
||
Net income attributable to company |
$534 |
$472 |
$461 |
|
Adjustments: |
||||
Impairments and other credits (a) |
(95) |
— |
— |
|
Total adjustments, before taxes |
(95) |
— |
— |
|
Tax adjustment (b) |
22 |
— |
— |
|
Total adjustments, net of taxes (c) |
(73) |
— |
— |
|
Adjusted net income attributable to company (c) |
$461 |
$472 |
$461 |
|
Diluted weighted average common shares outstanding |
838 |
857 |
839 |
|
Net income per diluted share (d) |
$0.64 |
$0.55 |
$0.55 |
|
Adjusted net income per diluted share (d) |
$0.55 |
$0.55 |
$0.55 |
|
(a) |
See Footnote Table 1 for details of the impairments and other charges (credits) recorded during the three months ended
June 30, 2026.
|
|||||
(b) |
During the three months ended June 30, 2026, the tax adjustment includes the tax effect on impairments and other
credits.
|
|||||
(c) |
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 credits, along with the tax adjustment, 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.
|
|||||
(d) |
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.
|
|||||
Six Months Ended |
|||
June 30, |
|||
2026 |
2025 |
||
Net income attributable to company |
$995 |
$676 |
|
Adjustments: |
|||
Impairments and other charges (credits) (a) |
(95) |
356 |
|
Total adjustments, before taxes |
(95) |
356 |
|
Tax adjustment (b) |
22 |
(43) |
|
Total adjustments, net of taxes (c) |
(73) |
313 |
|
Adjusted net income attributable to company (c) |
$922 |
$989 |
|
Diluted weighted average common shares outstanding |
838 |
862 |
|
Net income per diluted share (d) |
$1.19 |
$0.78 |
|
Adjusted net income per diluted share (d) |
$1.10 |
$1.15 |
|
(a) |
See Footnote Table 2 for details of the impairments and other charges (credits) recorded during the six months ended
June 30, 2026 and June 30, 2025.
|
|||
(b) |
During the six months ended June 30, 2026 and June 30, 2025, the tax adjustment includes the tax effect on impairments
and other charges (credits).
|
|||
(c) |
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 (credits), along with the tax adjustment, 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.
|
|||
(d) |
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.
|
|||
Six Months Ended |
Three Months Ended |
||
June 30, |
June 30, |
||
2026 |
2025 |
2026 |
|
Total cash flows provided by operating activities |
$1,097 |
$1,273 |
$824 |
Capital expenditures |
(427) |
(656) |
(235) |
Proceeds from sales of property, plant, and equipment |
121 |
89 |
79 |
Free cash flow (a) |
$791 |
$706 |
$668 |
(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.
|
|||||