SEC Info - Halliburton Co - ‘10-K’ for 12/31/09

SEC Info℠

Home

Help

Please Sign In

Halliburton Co – ‘10-K’ for 12/31/09 – ‘XML.R14’

On: Wednesday, 2/17/10, at 1:01pm ET · For: 12/31/09 · Accession #: 45012-10-85 · File #: 1-03492

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/17/10  Halliburton Co                    10-K       12/31/09   40:4.3M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Halliburton Company 12-31-2009 10-K                 HTML   1.69M 
 3: EX-21.1     Subsidiaries of the Registrant                      HTML     20K 
 4: EX-23.1     Consent of Independent Registered Public Acctg      HTML     15K 
                Firm                                                             
 5: EX-24.3     Power of Attorney - N.K. Dicciani                   HTML     13K 
 6: EX-24.4     Power of Attorney - R.A. Malone                     HTML     13K 
 2: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     48K 
 7: EX-31.1     302 Certification for David Lesar                   HTML     18K 
 8: EX-31.2     302 Certification for Mark McCollum                 HTML     19K 
 9: EX-32.1     906 Certification for David Lesar                   HTML     15K 
10: EX-32.2     906 Certification for Mark McCollum                 HTML     15K 
32: XML         IDEA XML File -- Definitions and References          XML     86K 
37: XML         IDEA XML File -- Filing Summary                      XML     40K 
35: XML.R1      Consolidated Statements of Operations                XML    304K 
36: XML.R2      Parenthetical Data to the Consolidated Statements    XML     46K 
                of Operations                                                    
23: XML.R3      Consolidated Balance Sheets                          XML    243K 
27: XML.R4      Parenthetical Data to the Consolidated Balance       XML     75K 
                Sheet                                                            
31: XML.R5      Consolidated Statements of Shareholders' Equity      XML    118K 
30: XML.R6      Consolidated Statements of Cash Flows                XML    297K 
39: XML.R7      Description of Company and Significant Accounting    XML     43K 
                Policies                                                         
19: XML.R8      KBR Separation                                       XML     35K 
29: XML.R9      Business Segment and Geographic Information          XML     37K 
18: XML.R10     Receivables                                          XML     30K 
17: XML.R11     Inventories                                          XML     30K 
22: XML.R12     Property, Plant, and Equipment                       XML     30K 
34: XML.R13     Debt                                                 XML     31K 
24: XML.R14     Shareholders' Equity and Stock Incentive Plans       XML     44K 
25: XML.R15     Commitments and Contingencies                        XML     49K 
28: XML.R16     Income per Share                                     XML     31K 
40: XML.R17     Retirement Plans                                     XML     40K 
21: XML.R18     New Accounting Standards                             XML     37K 
16: XML.R19     Income Tax Disclosure                                XML     34K 
26: XML.R20     Fair Value of Financial Instruments and Risk         XML     35K 
                Management                                                       
33: XML.R21     Document Information                                 XML     39K 
20: XML.R22     Entity Information                                   XML    103K 
38: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    105K 
13: EX-101.CAL  XBRL Calculations -- hal-20091231_cal                XML    158K 
11: EX-101.INS  XBRL Instance -- hal-20091231                        XML    261K 
14: EX-101.LAB  XBRL Labels -- hal-20091231_lab                      XML    547K 
15: EX-101.PRE  XBRL Presentations -- hal-20091231_pre               XML    310K 
12: EX-101.SCH  XBRL Schema -- hal-20091231                          XSD     63K

‘XML.R14’ — Shareholders’ Equity and Stock Incentive Plans

This Financial Report is an XBRL XML File.

<?xml version="1.0" encoding="windows-1252"?>

<hasSegments> false </hasSegments>

<ReportName> Shareholders' Equity and Stock Incentive Plans </ReportName>

<LabelColumn> false </LabelColumn>

</Labels>

<hasSegments> false </hasSegments>

<hasScenarios> false </hasScenarios>

<Units>

<Unit>

<UnitType> Standard </UnitType>

</StandardMeasure>

</Unit>

<Unit>

<UnitType> Standard </UnitType>

<MeasureSchema> http://www.xbrl.org/2003/instance </MeasureSchema>

<MeasureValue> shares </MeasureValue>

<MeasureNamespace> xbrli </MeasureNamespace>

</StandardMeasure>

</Unit>

<Unit>

<UnitType> Divide </UnitType>

</NumeratorMeasure>

<MeasureSchema> http://www.xbrl.org/2003/instance </MeasureSchema>

<MeasureValue> shares </MeasureValue>

<MeasureNamespace> xbrli </MeasureNamespace>

</DenominatorMeasure>

</Unit>

</Units>

</Column>

</Columns>

<Rows>

<Row>

<Label> Notes to Financial Statements [Abstract] </Label>

<ElementName> hal_NotesToFinancialStatementsAbstract </ElementName>

<IsBaseElement> false </IsBaseElement>

<PeriodType> duration </PeriodType>

<ElementDataType> string </ElementDataType>

<ShortDefinition> No definition available. </ShortDefinition>

<IsReportTitle> false </IsReportTitle>

<IsSegmentTitle> false </IsSegmentTitle>

<IsSubReportEnd> false </IsSubReportEnd>

<IsCalendarTitle> false </IsCalendarTitle>

<IsTuple> false </IsTuple>

<IsBeginningBalance> false </IsBeginningBalance>

<IsEndingBalance> false </IsEndingBalance>

<IsEPS> false </IsEPS>

<Cells>

<Cell>

<ShowCurrencySymbol> false </ShowCurrencySymbol>

<IsNumeric> false </IsNumeric>

<hasSegments> false </hasSegments>

<hasScenarios> false </hasScenarios>

</Cell>

</Cells>

<ElementDefenition> No definition available. </ElementDefenition>

<IsTotalLabel> false </IsTotalLabel>

</Row>

<Row>

<Label> Note 10. Shareholders' Equity and Stock Incentive Plans </Label>

<ElementName> hal_ShareholdersEquityAndStockIncentivePlansTextBlock </ElementName>

<IsBaseElement> false </IsBaseElement>

<PeriodType> duration </PeriodType>

<ElementDataType> string </ElementDataType>

<ShortDefinition> Disclosures related to accounts comprising shareholders' equity presented as amounts attributable to the company and amounts... </ShortDefinition>

<IsReportTitle> false </IsReportTitle>

<IsSegmentTitle> false </IsSegmentTitle>

<IsSubReportEnd> false </IsSubReportEnd>

<IsCalendarTitle> false </IsCalendarTitle>

<IsTuple> false </IsTuple>

<IsAbstractGroupTitle> false </IsAbstractGroupTitle>

<IsBeginningBalance> false </IsBeginningBalance>

<IsEndingBalance> false </IsEndingBalance>

<IsEPS> false </IsEPS>

<Cells>

<Cell>

<ShowCurrencySymbol> false </ShowCurrencySymbol>

<IsNumeric> false </IsNumeric>

<NonNumbericText> Note 10. Shareholders' Equity and Stock Incentive PlansThe following tables summarize our common stock and other shareholders' equity activity: Company Shareholders' Equity Paid-in Capital in Accumulated Noncontrolling Excess Other Interest in Common of Par Treasury Retained Comprehensive Consolidated Millions of dollars Shares Value Stock Earnings Income (Loss) Subsidiaries TotalBalance at December 31, 2006 $2,650 $1,689 $(1,577) $5,051 $(437) $69 $7,445Adoption of new accounting standard - 63 - (43) - - 20Adjusted Balance at December 31, 2006 $2,650 $1,752 $ (1,577) $5,008 $(437) $69 $7,465Cash dividends paid - - - (314) - - (314)Stock plans 7 23 130 - - - 160Common shares purchased - - (1,374) - - - (1,374) Tax benefit from exercise of options and restricted stock - 29 - - - - 29Distributions to noncontrolling interest holders - - - - - (5) (5)Other transactions with shareholders - - - (4) - (21) (25)Total dividends and other transactions with shareholders 7 52 (1,244) (318) - (26) (1,529) Shares exchanged in KBR, Inc. exchange offer - - (2,809) - - - (2,809)Adoption of new accounting standard - - - (30) - - (30)Comprehensive income (loss): Net income - - - 3,486 - 50 3,536 Other comprehensive income (loss): Cumulative translation adjustment - - - - 1 - 1 Realization of translation gains included in net income - - - - (24) - (24) Defined benefit and other postretirement plans adjustments: Prior service cost: Plan amendment - - - - (2) - (2) Settlements/curtailments - - - - 5 - 5 Actuarial gain (loss): Net gain - - - - 105 - 105 Amortization of net loss - - - - 14 - 14 Settlements/curtailments - - - - 7 - 7 Tax effect on defined benefit and postretirement plans - - - - (45) - (45) KBR, Inc. separation - - - - 271 - 271 Defined benefit and other postretirement plans, net - - - - 355 - 355 Net unrealized gains on investments, net of tax provision of $0 - - - - 1 - 1Total comprehensive income - - - 3,486 333 50 3,869 Balance at December 31, 2007 $2,657 $1,804 $(5,630) $8,146 $(104) $93 $6,966 Company Shareholders' Equity Paid-in Capital in Accumulated Noncontrolling Excess Other Interest in Common of Par Treasury Retained Comprehensive Consolidated Millions of dollars Shares Value Stock Earnings Income (Loss) Subsidiaries TotalBalance at December 31, 2007 $2,657 $1,804 $(5,630) $8,146 $(104) $93 $6,966Cash dividends paid - - - (319) - - (319)Stock plans 9 41 173 - - - 223Common shares purchased - - (507) - - - (507)Tax benefit from exercise of options and restricted stock - 45 - - - - 45Distributions to noncontrolling interest holders - - - - - (2) (2)Other transactions with shareholders - - - - - (63) (63)Total dividends and other transactions with shareholders 9 86 (334) (319) - (65) (623)Adoption of new accounting standards - (693) - (10) - - (703)Portion of the convertible debt premium settled in stock, at cost - (713) 713 - - - -Comprehensive income (loss): Net income - - - 2,224 - (9) 2,215 Other comprehensive income (loss): Cumulative translation adjustment - - - - 1 - 1 Defined benefit and other postretirement plans adjustments: Actuarial net loss - - - - (170) - (170) Other - - - - 18 - 18 Tax effect on defined benefit and postretirement plans - - - - 46 - 46 Defined benefit and other postretirement plans, net - - - - (106) - (106) Net unrealized losses on investments, net of tax benefit of $4 - - - - (6) - (6)Total comprehensive income - - - 2,224 (111) (9) 2,104Balance at December 31, 2008 $2,666 $484 $(5,251) $10,041 $(215) $19 $7,744Cash dividends paid - - - (324) - - (324)Stock plans 3 (51) 266 - - - 218Common shares purchased - - (17) - - - (17)Tax loss from exercise of options and restricted stock - (22) - - - - (22) Other - - - 1 - - 1Total dividends and other transactions with shareholders 3 (73) 249 (323) - - (144)Comprehensive income (loss): Net income - - - 1,145 - 10 1,155 Other comprehensive income (loss): Cumulative translation adjustment - - - - (5) - (5) Defined benefit and other postretirement plans adjustments, net - - - - 2 - 2 Net unrealized gains on investments, net of tax provision of $3 - - - - 5 - 5Total comprehensive income - - - 1,145 2 10 1,157 Balance at December 31, 2009 $2,669 $411 $(5,002) $10,863 $(213) $29 $8,757 Accumulated other comprehensive loss December 31 Millions of dollars 2009 2008 2007Cumulative translation adjustment $(65) $(60) $(61)Defined benefit and other postretirement liability adjustments (a) (149) (151) (45)Unrealized gains (losses) on investments 1 (4) 2Total accumulated other comprehensive loss $(213) $(215) $(104) (a) Includes net actuarial losses of $36 million for our United States pension plans and $149 million for our international pension plans at December 31, 2009, $37 million for our United States pension plans and $161 million for our international pension plans at December 31, 2008, and $13 million for our United States pension plans and $72 million for our international pension plans at December 31, 2007. Shares of common stock December 31 Millions of shares 2009 2008 2007Issued 1,067 1,067 1,063In treasury (165) (172) (183)Total shares of common stock outstanding 902 895 880 Our stock repurchase program has an authorization of $5.0 billion, of which $1.8 billion remained available at December 31, 2009. The program does not require a specific number of shares to be purchased and the program may be affected through solicited or unsolicited transactions in the market or in privately negotiated transactions. The program may be terminated or suspended at any time. From the inception of this program in February 2006 through December 31, 2009, we have repurchased approximately 92 million shares of our common stock for approximately $3.2 billion at an average price per share of $34.30. There were no stock repurchases under the program in 2009. Preferred Stock Our preferred stock consists of five million total authorized shares at December 31, 2009, of which none are issued. Stock Incentive Plans The following table summarizes stock-based compensation costs for the years ended December 31, 2009, 2008 and 2007. Year Ended December 31Millions of dollars 2009 2008 2007Stock-based compensation cost $143 $103 $97Tax benefit $(50) $(36) $(35)Stock-based compensation cost, net of tax $93 $67 $62 Our Stock and Incentive Plan, as amended (Stock Plan), provides for the grant of any or all of the following types of stock-based awards: - stock options, including incentive stock options and nonqualified stock options; - restricted stock awards; - restricted stock unit awards; - stock appreciation rights; and - stock value equivalent awards.There are currently no stock appreciation rights or stock value equivalent awards outstanding. Under the terms of the Stock Plan, approximately 133 million shares of common stock have been reserved for issuance to employees and non-employee directors. At December 31, 2009, approximately 34 million shares were available for future grants under the Stock Plan. The stock to be offered pursuant to the grant of an award under the Stock Plan may be authorized but unissued common shares or treasury shares.In addition to the provisions of the Stock Plan, we also have stock-based compensation provisions under our Restricted Stock Plan for Non-Employee Directors and our Employee Stock Purchase Plan (ESPP).Each of the active stock-based compensation arrangements is discussed below.Stock optionsThe majority of our options are generally issued during the second quarter of the year. All stock options under the Stock Plan are granted at the fair market value of our common stock at the grant date. Employee stock options vest ratably over a three- or four-year period and generally expire 10 years from the grant date. Stock options granted to non-employee directors vest after six months. Compensation expense for stock options is generally recognized on a straight line basis over the entire vesting period. No further stock option grants are being made under the stock plans of acquired companies.The following table represents our stock options activity during 2009. Weighted Weighted Average Average Aggregate Number Exercise Remaining Intrinsic of Shares Price Contractual ValueStock Options (in millions) per Share Term (years) (in millions) Outstanding at January 1, 2009 12.8 $25.64 Granted 3.9 21.81 Exercised (1.0) 16.86 Forfeited/expired (0.5) 26.10 Outstanding at December 31, 2009 15.2 $25.17 6.5 $119 Exercisable at December 31, 2009 9.2 $23.51 4.9 $81 The total intrinsic value of options exercised was $10 million in 2009, $106 million in 2008, and $68 million in 2007. As of December 31, 2009, there was $40 million of unrecognized compensation cost, net of estimated forfeitures, related to nonvested stock options, which is expected to be recognized over a weighted average period of approximately 2 years.Cash received from option exercises was $74 million during 2009, $120 million during 2008, and $110 million during 2007. The tax benefit realized from the exercise of stock options was $3 million in 2009, $33 million in 2008, and $22 million in 2007. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility of options granted was a blended rate based upon implied volatility calculated on actively traded options on our common stock and upon the historical volatility of our common stock. The expected term of options granted was based upon historical observation of actual time elapsed between date of grant and exercise of options for all employees. The assumptions and resulting fair values of options granted were as follows: Year Ended December 31 2009 2008 2007 Expected term (in years) 5.18 5.20 5.14Expected volatility 53.06% 32.30% 35.70%Expected dividend yield 1.23 - 2.55% 0.71 - 2.38% 0.89 - 1.14 %Risk-free interest rate 1.38 - 2.47% 1.57 - 3.32% 3.37 - 5.00 %Weighted average grant-date fair value per share $ 9.36 $ 12.28 $ 11.35 Restricted stock Restricted shares issued under the Stock Plan are restricted as to sale or disposition. These restrictions lapse periodically over an extended period of time not exceeding 10 years. Restrictions may also lapse for early retirement and other conditions in accordance with our established policies. Upon termination of employment, shares on which restrictions have not lapsed must be returned to us, resulting in restricted stock forfeitures. The fair market value of the stock on the date of grant is amortized and charged to income on a straight-line basis over the requisite service period for the entire award. Our Restricted Stock Plan for Non-Employee Directors (Directors Plan) allows for each non-employee director to receive an annual award of 800 restricted shares of common stock as a part of their compensation. These awards have a minimum restriction period of six months, and the restrictions lapse upon the earlier of mandatory director retirement at age 72 or early retirement from the Board after four years of service. The fair market value of the stock on the date of grant is amortized over the lesser of the time from the grant date to age 72 or the time from the grant date to completion of four years of service on the Board. We reserved 200,000 shares of common stock for issuance to non-employee directors, which may be authorized but unissued common shares or treasury shares. At December 31, 2009, 130,400 shares had been issued to non-employee directors under this plan. There were 8,000 shares, 7,200 shares, and 8,800 shares of restricted stock awarded under the Directors Plan in 2009, 2008, and 2007. In addition, during 2009, our non-employee directors were awarded 53,170 shares of restricted stock under the Stock Plan, which are included in the table below.The following table represents our Stock Plan and Directors Plan restricted stock awards and restricted stock units granted, vested, and forfeited during 2009. Weighted Average Number of Shares Grant-Date Fair Restricted Stock (in millions) Value per ShareNonvested shares at January 1, 2009 9.0 $31.64 Granted 6.2 22.61 Vested (2.8) 29.13 Forfeited (0.4) 32.57Nonvested shares at December 31, 2009 12.0 $27.61 The weighted average grant-date fair value of shares granted during 2008 was $36.78 and during 2007 was $32.24. The total fair value of shares vested during 2009 was $62 million, during 2008 was $81 million, and during 2007 was $79 million. As of December 31, 2009, there was $277 million of unrecognized compensation cost, net of estimated forfeitures, related to nonvested restricted stock, which is expected to be recognized over a weighted average period of 4 years.Employee Stock Purchase PlanUnder the ESPP, eligible employees may have up to 10% of their earnings withheld, subject to some limitations, to be used to purchase shares of our common stock. Unless the Board of Directors shall determine otherwise, each six-month offering period commences on January 1 and July 1 of each year. The price at which common stock may be purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock on the commencement date or last trading day of each offering period. Under this plan, 44 million shares of common stock have been reserved for issuance. They may be authorized but unissued shares or treasury shares. As of December 31, 2009, 19.5 million shares have been sold through the ESPP.The fair value of ESPP shares was estimated using the Black-Scholes option pricing model. The expected volatility was a one-year historical volatility of our common stock. The assumptions and resulting fair values were as follows: Offering period July 1 through December 31 2009 2008 2007 Expected term (in years) 0.5 0.5 0.5Expected volatility 80.41% 28.88% 29.49%Expected dividend yield 1.74% 0.67% 1.03%Risk-free interest rate 0.33% 2.17% 4.98%Weighted average grant-date fair value per share $7.66 $12.58 $7.97 Offering period January 1 through June 30 2009 2008 2007 Expected term (in years) 0.5 0.5 0.5Expected volatility 70.91% 24.69% 34.91%Expected dividend yield 1.85% 0.93% 1.00%Risk-free interest rate 0.27% 3.40% 5.09%Weighted average grant-date fair value per share $6.69 $8.64 $7.20 </NonNumbericText>

<NonNumericTextHeader> Note 10. Shareholders' Equity and Stock Incentive PlansThe following tables summarize our common stock and other shareholders' equity activity: Company </NonNumericTextHeader>

<hasSegments> false </hasSegments>

<hasScenarios> false </hasScenarios>

</Cell>

</Cells>

<ElementDefenition> Disclosures related to accounts comprising shareholders' equity presented as amounts attributable to the company and amounts attributable to noncontrolling interest in consolidated subsidiaries. Includes: (1) beginning and ending balance of shareholders' equity; (2) transactions with shareholders; (3) components of comprehensive income (loss) and total amount of comprehensive income (loss); and (4) dividends paid on common stock. Also includes the ending accumulated balances for each classification of other comprehensive income (loss) and accumulated total amount of comprehensive income (loss). Components of other comprehensive income (loss) include: (1) defined benefit and other postretirement liabilities adjustments; (2) cumulative translation adjustments; and (3) unrealized gains (losses) on investments. It also includes the disclosure of compensation-related costs for share-based compensation which may include disclosure of policies, compensation plan details, allocation of stock compensation, incentive distributions, share-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. </ElementDefenition>

<ElementReferences> No authoritative reference available. </ElementReferences>

<IsTotalLabel> false </IsTotalLabel>

</Row>

</Rows>

<ComparabilityReport> false </ComparabilityReport>

<HasScenarios> false </HasScenarios>

<MonetaryRoundingLevel> UnKnown </MonetaryRoundingLevel>

<SharesRoundingLevel> UnKnown </SharesRoundingLevel>

<PerShareRoundingLevel> UnKnown </PerShareRoundingLevel>

<HasPureData> false </HasPureData>

</InstanceReport>

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/10  SEC                               UPLOAD¶     9/19/17    1:40K  Halliburton Co.
 8/02/10  SEC                               UPLOAD¶     9/19/17    1:57K  Halliburton Co.
 7/16/10  SEC                               UPLOAD¶     9/19/17    1:59K  Halliburton Co.

↑Top

Filing Submission 0000045012-10-000085 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Halliburton Co – ‘10-K’ for 12/31/09 – ‘XML.R14’

On: Wednesday, 2/17/10, at 1:01pm ET · For: 12/31/09 · Accession #: 45012-10-85 · File #: 1-03492

Previous ‘10-K’: ‘10-K’ on 2/18/09 for 12/31/08 · Next: ‘10-K’ on 2/17/11 for 12/31/10 · Latest: ‘10-K’ on 2/6/24 for 12/31/23 · 3 References: By: SEC – ‘UPLOAD’ on 8/10/10 By: SEC – ‘UPLOAD’ on 8/2/10 By: SEC – ‘UPLOAD’ on 7/16/10

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘XML.R14’ — Shareholders’ Equity and Stock Incentive Plans

This Financial Report is an XBRL XML File.

3 Subsequent Filings that Reference this Filing

Previous ‘10-K’: ‘10-K’ on 2/18/09 for 12/31/08 · Next: ‘10-K’ on 2/17/11 for 12/31/10 · Latest: ‘10-K’ on 2/6/24 for 12/31/23 · 3 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents