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Halliburton Company

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Halliburton Company UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2008 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 (a Delaware Corporation) 75-2677995 5 Houston Center 1401 McKinney, Suite 2400 Houston, Texas 77010 (Address of Principal Executive Offices) Telephone Number – Area Code (713) 759-2600 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 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 As of April 17, 2008, 872,373,534 shares of Halliburton Company common stock, $2.50 par value per share, were outstanding. HALLIBURTON COMPANY Index Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 - Condensed Consolidated Statements of Operations 3 - Condensed Consolidated Balance Sheets 4 - Condensed Consolidated Statements of Cash Flows 5 - Notes to Condensed Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures about Market Risk 32 Item 4. Controls and Procedures 32 PART II. OTHER INFORMATION Item 1. Legal Proceedings 33 Item 1(a). Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Submission of Matters to a Vote of Security Holders 33 Item 5. Other Information 33 Item 6. Exhibits 34 Signatures 35 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HALLIBURTON COMPANY Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31 Millions of dollars and shares except per share data 2008 2007 Revenue: Services $ 2,964 $ 2,522 Product sales 1,065 900 Total revenue 4,029 3,422 Operating costs and expenses: Cost of services 2,273 1,817 Cost of sales 873 749 General and administrative 72 69 Gain on sale of assets, net (36) (1) Total operating costs and expenses 3,182 2,634 Operating income 847 788 Interest expense (38) (38) Interest income 20 38 Other, net (1) (3) Income from continuing operations before income taxes and minority interest 828 785 Provision for income taxes (238) (259) Minority interest in net (income) loss of subsidiaries (7) 3 Income from continuing operations 583 529 Income from discontinued operations, net of income tax provision of $1 and $30 1 23 Net income $ 584 $ 552 Basic income per share: Income from continuing operations $ 0.67 $ 0.53 Income from discontinued operations, net – 0.02 Net income per share $ 0.67 $ 0.55 Diluted income per share: Income from continuing operations $ 0.64 $ 0.52 Income from discontinued operations, net – 0.02 Net income per share $ 0.64 $ 0.54 Cash dividends per share $ 0.09 $ 0.075 Basic weighted average common shares outstanding 873 992 Diluted weighted average common shares outstanding 911 1,025 See notes to condensed consolidated financial statements. 3 HALLIBURTON COMPANY Condensed Consolidated Balance Sheets (Unaudited) March 31, December 31, Millions of dollars and shares except per share data 2008 2007 Assets Current assets: Cash and equivalents $ 1,994 $ 1,847 Receivables (less allowance for bad debts of $52 and $49) 3,301 3,093 Inventories 1,655 1,459 Current deferred income taxes 276 376 Investments in marketable securities – 388 Other current assets 470 410 Total current assets 7,696 7,573 Property, plant, and equipment, net of accumulated depreciation of $4,268 and $4,126 3,851 3,630 Goodwill 803 790 Noncurrent deferred income taxes 192 348 Other assets 786 794 Total assets $ 13,328 $ 13,135 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 907 $ 768 Employee compensation and benefits 463 575 Deferred revenue 240 209 Income tax payable 209 209 Current maturities of long-term debt 172 159 Other current liabilities 491 491 Total current liabilities 2,482 2,411 Long-term debt 2,624 2,627 Employee compensation and benefits 394 403 Other liabilities 666 734 Total liabilities 6,166 6,175 Minority interest in consolidated subsidiaries 100 94 Shareholders’ equity: Common shares, par value $2.50 per share – authorized 2,000 shares, issued 1,063 and 1,063 shares 2,659 2,657 Paid-in capital in excess of par value 1,759 1,741 Accumulated other comprehensive loss (102) (104) Retained earnings 8,699 8,202 13,015 12,496 Less 192 and 183 shares of treasury stock, at cost 5,953 5,630 Total shareholders’ equity 7,062 6,866 Total liabilities and shareholders’ equity $ 13,328 $ 13,135 See notes to condensed consolidated financial statements. 4 HALLIBURTON COMPANY Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31 Millions of dollars 2008 2007 Cash flows from operating activities: Net income $ 584 $ 552 Adjustments to reconcile net income to net cash from operations: Provision for deferred income taxes 174 13 Depreciation, depletion, and amortization 164 131 Gain on sale of assets (36) (1) Impairment of assets 23 – Income from discontinued operations (1) (23) Other changes: Inventories (197) (194) Accounts payable 137 75 Receivables (114) (64) Other (210) 95 Cash flows from discontinued operations 1 (143) Total cash flows from operating activities 525 441 Cash flows from investing activities: Capital expenditures (392) (303) Sales (purchases) of short-term investments in marketable securities, net 388 (834) Sales of property, plant, and equipment 43 39 Acquisitions of assets, net of cash acquired (2) (180) Other investing activities (14) (3) Cash flows from discontinued operations – (13) Total cash flows from investing activities 23 (1,294) Cash flows from financing activities: Payments to reacquire common stock (368) (8) Payments of dividends to shareholders (80) (75) Proceeds from exercises of stock options 35 38 Other financing activities 8 15 Cash flows from discontinued operations – (18) Total cash flows from financing activities (405) (48) Effect of exchange rate changes on cash 4 (5) Increase (decrease) in cash and equivalents 147 (906) Cash and equivalents at beginning of period, including $0 and $1,461 related to discontinued operations 1,847 4,379 Cash and equivalents at end of period, including $0 and $1,287 related to discontinued operations $ 1,994 $ 3,473 Supplemental disclosure of cash flow information: Cash payments during the period for: Interest from continuing operations $ 46 $ 44 Income taxes from continuing operations $ 95 $ 76 See notes to condensed consolidated financial statements. 5 HALLIBURTON COMPANY Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or footnotes required by generally accepted accounting principles for annual financial statements and should be read together with our 2007 Annual Report on Form 10-K. Certain prior period amounts have been reclassified to be consistent with the current presentation. Our accounting policies are in accordance with generally accepted accounting principles in the United States of America. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect: - the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and - the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates. In our opinion, the condensed consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of March 31, 2008, the results of our operations for the three months ended March 31, 2008 and 2007, and our cash flows for the three months ended March 31, 2008 and 2007. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2008 may not be indicative of results for the full year. Note 2. KBR Separation On April 5, 2007, we completed the separation of KBR from us by exchanging the 135.6 million shares of KBR common stock owned by us on that date for 85.3 million shares of our common stock. In the second quarter of 2007, we recorded a gain on the disposition of KBR of approximately $933 million, net of tax and the estimated fair value of the indemnities and guarantees provided to KBR as described below, which is included in income from discontinued operations on the consolidated statement of operations. We entered into various agreements relating to the separation of KBR, including, among others, a master separation agreement, a registration rights agreement, a tax sharing agreement, transition services agreements, and an employee matters agreement. The master separation agreement provides for, among other things, KBR’s responsibility for liabilities related to its business and Halliburton’s responsibility for liabilities unrelated to KBR’s business.
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