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 June 30, 20172018

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

3000 North Sam Houston Parkway East
Houston, Texas  77032
(Address of Principal Executive Offices)

Telephone Number – Area Code (281) 871-2699

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer[X]Accelerated filer[   ]
 Non-accelerated filer[   ](Do not check if a smaller reporting company)Emerging growth company[   ]
 Smaller reporting company[   ]Emerging growth company[   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes[   ]No[   ]

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 July 21, 201720, 2018, there were 871,595,410879,895,611 shares of Halliburton Company common stock, $2.50 par value per share, outstanding.

HALLIBURTON COMPANY

Index

  Page No.
   
   
 
 
 
 
 
   
   
   
   
   
   
   
   
   
   
   
   
 

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

HALLIBURTON COMPANY
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30
Six Months Ended
June 30
Three Months Ended
June 30
Six Months Ended
June 30
Millions of dollars and shares except per share data20172016201720162018201720182017
Revenue:  
Services$3,702
$2,640
$6,853
$5,625
$4,808
$3,702
$9,196
$6,853
Product sales1,255
1,195
2,383
2,408
1,339
1,255
2,691
2,383
Total revenue4,957
3,835
9,236
8,033
6,147
4,957
11,887
9,236
Operating costs and expenses: 
 
 
 
 
 
 
 
Cost of services3,453
2,777
6,556
5,733
4,221
3,453
8,228
6,556
Cost of sales1,021
955
1,939
1,924
1,072
1,021
2,128
1,939
General and administrative65
75
123
130
Impairments and other charges262
423
262
3,189

262
265
262
General and administrative75
41
130
89
Merger-related costs and termination fee
3,519

4,057
Total operating costs and expenses4,811
7,715
8,887
14,992
5,358
4,811
10,744
8,887
Operating income (loss)146
(3,880)349
(6,959)
Interest expense, net of interest income of $28, $10, $51 and $20(121)(196)(363)(361)
Operating income789
146
1,143
349
Interest expense, net of interest income of $13, $28, $23, and $51(137)(121)(277)(363)
Other, net(26)(31)(44)(78)(19)(26)(44)(44)
Loss from continuing operations before income taxes(1)(4,107)(58)(7,398)
Income tax benefit29
902
54
1,777
Income (loss) from continuing operations28
(3,205)(4)(5,621)
Loss from discontinued operations, net


(2)
Income (loss) from continuing operations before income taxes633
(1)822
(58)
Income tax (provision) benefit(125)29
(267)54
Net income (loss)$28
$(3,205)$(4)$(5,623)$508
$28
$555
$(4)
Net (income) loss attributable to noncontrolling interest
(3)
3
Net income (loss) attributable to company$28
$(3,208)$(4)$(5,620)
Amounts attributable to company shareholders: 
 
 
 
Income (loss) from continuing operations$28
$(3,208)$(4)$(5,618)
Loss from discontinued operations, net


(2)
Net loss attributable to noncontrolling interest3

2

Net income (loss) attributable to company$28
$(3,208)$(4)$(5,620)$511
$28
$557
$(4)
  
Basic and diluted net income (loss) per share$0.03
$(3.73)$
$(6.54)
Basic net income per share$0.58
$0.03
$0.64
$
Diluted net income per share$0.58
$0.03
$0.63
$
Basic weighted average common shares outstanding869
860
868
859
877
869
876
868
Diluted weighted average common shares outstanding871
860
868
859
880
871
879
868
Cash dividends per share$0.18
$0.18
$0.36
$0.36
$0.18
$0.18
$0.36
$0.36
See notes to condensed consolidated financial statements.  

HALLIBURTON COMPANY
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 Three Months Ended
June 30
Six Months Ended
June 30
Millions of dollars2017201620172016
Net income (loss)$28
$(3,205)$(4)$(5,623)
Other comprehensive income, net of income taxes2
3
4
2
Comprehensive income (loss)$30
$(3,202)$
$(5,621)
Comprehensive (income) loss attributable to noncontrolling interest
(3)
3
Comprehensive income (loss) attributable to company shareholders$30
$(3,205)$
$(5,618)
     See notes to condensed consolidated financial statements.    
 Three Months Ended
June 30
Six Months Ended
June 30
Millions of dollars2018201720182017
Net income (loss)$508
$28
$555
$(4)
Other comprehensive income (loss), net of income taxes1
2
(1)4
Comprehensive income$509
$30
$554
$
Comprehensive loss attributable to noncontrolling interest3

2

Comprehensive income attributable to company shareholders$512
$30
$556
$
     See notes to condensed consolidated financial statements.    


HALLIBURTON COMPANY
Condensed Consolidated Balance Sheets
(Unaudited)

Millions of dollars and shares except per share dataJune 30,
2017
December 31,
2016
June 30,
2018
December 31,
2017
Assets
Current assets:  
Cash and equivalents$2,139
$4,009
$2,058
$2,337
Receivables (net of allowances for bad debts of $156 and $175)4,385
3,922
Marketable securities414
70
Receivables (net of allowances for bad debts of $771 and $725)5,403
5,036
Inventories2,283
2,275
2,637
2,396
Prepaid income taxes557
585
Other current assets896
886
924
938
Total current assets10,260
11,677
11,436
10,777
Property, plant and equipment (net of accumulated depreciation of $11,708 and $11,198)8,374
8,532
Property, plant and equipment (net of accumulated depreciation of $12,653 and $12,249)8,825
8,521
Goodwill2,407
2,414
2,824
2,693
Deferred income taxes2,232
1,960
1,117
1,230
Other assets2,052
2,417
1,563
1,864
Total assets$25,325
$27,000
$25,765
$25,085
Liabilities and Shareholders’ Equity
Current liabilities: 
 
 
 
Accounts payable$2,166
$1,764
$3,029
$2,554
Accrued employee compensation and benefits583
544
635
746
Short-term borrowings and current maturities of long-term debt

336
170
444
512
Other current liabilities983
1,545
999
1,050
Total current liabilities4,068
4,023
5,107
4,862
Long-term debt10,816
12,214
10,427
10,430
Employee compensation and benefits550
574
585
609
Other liabilities938
741
803
835
Total liabilities16,372
17,552
16,922
16,736
Shareholders’ equity: 
 
 
 
Common shares, par value $2.50 per share (authorized 2,000 shares,
issued 1,069 and 1,070 shares)
2,673
2,674
Common shares, par value $2.50 per share (authorized 2,000 shares,
issued 1,069 and 1,069 shares)
2,672
2,673
Paid-in capital in excess of par value131
201
125
207
Accumulated other comprehensive loss(450)(454)(470)(469)
Retained earnings13,441
14,141
12,939
12,668
Treasury stock, at cost (199 and 204 shares)(6,878)(7,153)
Treasury stock, at cost (190 and 196 shares)(6,443)(6,757)
Company shareholders’ equity8,917
9,409
8,823
8,322
Noncontrolling interest in consolidated subsidiaries36
39
20
27
Total shareholders’ equity8,953
9,448
8,843
8,349
Total liabilities and shareholders’ equity$25,325
$27,000
$25,765
$25,085
See notes to condensed consolidated financial statements.  


HALLIBURTON COMPANY
Condensed Consolidated Statements of Cash Flows
(Unaudited)


Six Months Ended
June 30
Six Months Ended
June 30
Millions of dollars2017201620182017
Cash flows from operating activities:  
Net loss$(4)$(5,623)
Adjustments to reconcile net loss to cash flows from operating activities: 
 
Net income (loss)$555
$(4)
Adjustments to reconcile net income (loss) to cash flows from operating activities: 
 
Depreciation, depletion and amortization769
742
784
769
Payment related to the Macondo well incident(368)(33)
Impairments and other charges262
3,189
312
262
Deferred income tax benefit, continuing operations(216)(1,516)
Changes in assets and liabilities: 
 
 
 
Accounts payable495
398
Receivables(615)369
(352)(615)
Accounts payable398
(510)
Inventories(5)213
(306)(5)
Other130
(634)40
(454)
Total cash flows provided by (used in) operating activities351
(3,803)
Total cash flows provided by operating activities1,528
351
Cash flows from investing activities: 
 
 
 
Capital expenditures(592)(447)(1,066)(592)
Purchases of investment securities(421)(54)
Payments to acquire businesses, net of cash acquired
(148)
Proceeds from sales of property, plant and equipment76
114
121
76
Sales of investment securities114
44
Other investing activities(29)(60)(37)(19)
Total cash flows used in investing activities(545)(393)(1,437)(545)
Cash flows from financing activities: 
 
 
 
Dividends to shareholders(316)(312)
Payments on long-term borrowings(1,623)(2,525)(26)(1,623)
Dividends to shareholders(312)(309)
Borrowings on short-term debt, net232
13
Other financing activities62
89
12
294
Total cash flows used in financing activities(1,641)(2,732)(330)(1,641)
Effect of exchange rate changes on cash(35)(41)(40)(35)
Decrease in cash and equivalents(1,870)(6,969)(279)(1,870)
Cash and equivalents at beginning of period4,009
10,077
2,337
4,009
Cash and equivalents at end of period$2,139
$3,108
$2,058
$2,139
Supplemental disclosure of cash flow information: 
 
 
 
Cash payments during the period for: 
 
 
 
Interest$318
$344
$286
$318
Income taxes$176
$280
$135
$176
See notes to condensed consolidated financial statements.  


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 notes required by generally accepted accounting principles for annual financial statements and should be read together with our 20162017 Annual Report on Form 10-K.

Our accounting policies are in accordance with United States generally accepted accounting principles. 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 June 30, 20172018, the results of our operations for the three and six months ended June 30, 20172018 and 20162017, and our cash flows for the six months ended June 30, 20172018 and 20162017. Such adjustments are of a normal recurring nature. In addition, certain reclassifications of prior period balances have been made to conform to the current period presentation. The results of our operations for the three and six months ended June 30, 20172018 may not be indicative of results for the full year.

Note 2. Business Segment and Geographic Information

We 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. Intersegment revenue was immaterial. Our equity in earnings and losses of unconsolidated affiliates that are accounted for using the equity method of accounting are included within cost of services on our statements of operations, which is part of operating income of the applicable segment.

The following table presents information on our business segments.
Three Months Ended
June 30
Six Months Ended
June 30
Three Months Ended
June 30
Six Months Ended
June 30
Millions of dollars20172016201720162018201720182017
Revenue:    
Completion and Production$3,132
$2,114
$5,736
$4,438
$4,164
$3,132
$7,971
$5,736
Drilling and Evaluation1,825
1,721
3,500
3,595
1,983
1,825
3,916
3,500
Total revenue$4,957
$3,835
$9,236
$8,033
$6,147
$4,957
$11,887
$9,236
Operating income (loss): 
Operating income: 
Completion and Production$397
$(32)$544
$(2)$669
$397
$1,169
$544
Drilling and Evaluation125
154
247
395
191
125
379
247
Total operations522
122
791
393
860
522
1,548
791
Corporate and other (a)(114)(3,579)(180)(4,163)(71)(114)(140)(180)
Impairments and other charges(b)(262)(423)(262)(3,189)
(262)(265)(262)
Total operating income (loss)$146
$(3,880)$349
$(6,959)
Total operating income$789
$146
$1,143
$349
Interest expense, net of interest income(c)(121)(196)(363)(361)(137)(121)(277)(363)
Other, net(26)(31)(44)(78)(19)(26)(44)(44)
Loss from continuing operations before income taxes$(1)$(4,107)$(58)$(7,398)
Income (loss) from continuing operations before income taxes$633
$(1)$822
$(58)
(a) IncludesCorporate and other includes certain expenses not attributable to a particular business segment such as costs related to support functions and corporate executives, as well as merger-related costsexecutives.

(b) Represents a pre-tax charge of $265 million related to a write-down of all of our remaining investment in Venezuela, consisting of receivables, fixed assets, inventory and termination fee incurredother assets and liabilities during the six months ended June 30, 2018 and $262 million for a fair market value adjustment related to Venezuela during the three and six months ended June 30, 2016.2017. There were no such charges for the three months ended June 30, 2018.
(c) Includes $104 million of costs related to the early extinguishment of $1.4 billion of senior notes in the six months ended June 30, 2017.

Receivables
As of June 30, 2017, 41%2018, 47% of our grossnet trade receivables were from customers in the United States and 9% were from customers in Venezuela.States. As of December 31, 2016, 28%2017, 42% of our grossnet trade receivables were from customers in the United States and 15% were from customers in Venezuela.States. Other than the United States, and Venezuela, no other country or single customer accounted for more than 10% of our gross trade receivables at these dates.

We routinely monitor the financial stability of our customers and employ an extensive process to evaluate the collectability of outstanding receivables. This process, which involves a high degree of judgment utilizing significant assumptions, includes analysis of our customers’ historical time to pay, financial condition and various financial metrics, debt structure, credit agency ratings, and production profile, as well as political and economic factors in countries of operations and other customer-specific factors.

Venezuela.Venezuela
Although we have continuedDuring the first quarter of 2018, the Venezuelan government announced that it changed the existing dual-rate foreign currency exchange system by eliminating the DIPRO foreign exchange rate, which was 10 Bolívares per United States dollar, and that all future currency transactions would be carried out at the DICOM floating rate, which was approximately 50,000 Bolívares per United States dollar at March 31, 2018. Additionally, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury issued guidance during the first quarter of 2018 which purports to experience delays in collectingprohibit the acceptance of payments on receivables issued on or after August 25, 2017 and outstanding longer than 90 days from customers subject to U.S. sanctions related to Venezuela in the absence of an OFAC license. These events, combined with continued deteriorating political and economic conditions in Venezuela and ongoing delayed payments on existing accounts receivable with customers in the country, created significant uncertainties regarding the recoverability of our receivablesinvestment. As such, we determined it was appropriate to write down all of our remaining investment in Venezuela during the first quarter of 2018, which resulted in a $312 million charge, net of tax. This consisted of $119 million of allowance for doubtful accounts related to remaining accounts receivable, a $32 million write-off of our promissory note from our primary customer in Venezuela, and write-offs of $48 million of inventory, $53 million of fixed assets and $13 million of other assets and liabilities, all of which were included within "Impairments and other charges" in our outstanding receivables are not disputed, and we continuecondensed consolidated statements of operations, in addition to believe that they are collectable. In assessing the collectability$47 million of these receivables, we consideredaccrued taxes recognized in our historical collection experience with this customer, including both payments received prior to this historical industry downturn and continued collections at reduced levels during the downturn, and the fact that we have not historically had material write-offs relating to this customer. We also took into account the continued importance to the Venezuelan economy of oil production, our strategic relationship with this customer, our current activity levels and our current intention to continue to provide services to this customer, and an evaluation of this customer’s financial solvency. We also incorporated assumptions regarding potential future events based on market pricing data points. We are actively managing our relationship with this customer, with ongoing dialogue between key executives of both companies, including discussions regarding this customer's intention to pay long-aged trade receivables.tax provision.

In the second quarter of 2016, we exchanged $200 million of accounts receivables withWe are maintaining our primary customerpresence in Venezuela and have changed our accounting for an interest-bearing promissory noterevenue with all customers in the country to a par value of the same amount. We recognized a pre-tax loss on the exchange of $148 million, representing the difference between the par value and fair market value of the note. We are accreting the carrying amount of the note to its par value, this customer has made all scheduled interest payments, and the carrying amount of this note is $98 million as of June 30, 2017. In addition, we currently expect to exchange an additional $375 million of outstanding accounts receivable with this customer for an interest-bearing promissory note with a par value of the same amount. As such, we recognized a pre-tax loss of $262 millioncash basis, effective April 1, 2018, while carefully managing our exposure. The DICOM floating rate further devalued in the second quarter of 2017 for a fair market value adjustment related to this expected exchange within "Impairments2018, and other charges" on our condensed consolidated statements of operations. Although we recognized these fair value adjustments, we intend to hold both notes to maturity and collect the entire principal amounts. While we made a business decision during the second quarter of 2017 to convert certain accounts receivable to notes, we have the intent and ability to hold all remaining receivables in Venezuela until collection. We do not intend to accept further notes as payment if offered, and we will continue to monitor political and economic conditions in Venezuela.was approximately 115,000 Bolívares per United States dollar at June 30, 2018.

We continue to believe our Venezuela receivables are collectable, with appropriate classification between short-termSee “Management’s Discussion and long-term on our condensed consolidated balance sheets. While we have continued to experience delays in collecting payments on outstanding receivables in Venezuela, we have collected approximately $600 million on receivables in Venezuela since this historic industry downturn began in late 2014. We believe our collectability assumptions to be reasonable according to the current factsAnalysis of Financial Condition and circumstances. However, differences in actual experience or changes in factsResults of Operations - Business Environment and circumstances may materially affect our financial position or resultsResults of operations. Our assumptions and related judgments are sensitive to the political and economic conditions in Venezuela. If conditions in Venezuela worsen or if low commodity prices persist for an extended period of time, we may be required to record adjustments to our receivables balance. Our financial results can be affected by adjustments to these receivables, including any allowance for bad debts, actual write-offs of uncollectable amounts that differ from estimated amounts, fair value adjustments on existing receivables, and potential defaults on the promissory notes we hold.

Subsequent to the fair market value adjustment associated with the expected promissory note exchange, our total outstanding net trade receivables in Venezuela were $399 million as of June 30, 2017, compared to $610 million as of December 31, 2016. The majority of our Venezuela receivables are United States dollar-denominated receivables. Of the $399 million of receivables in Venezuela as of June 30, 2017, $186 million have been classified as long-term and included within “Other assets” on our condensed consolidated balance sheets. See Note 7Operations” for additional information about the promissory notesforeign currency exchange system in Venezuela and Part II, Item 1(a), “Risk Factors,”Factors” for additional information on risks associated with our operations in Venezuela, including recent sanctions imposedVenezuela.

Note 3. Revenue

Changes in accounting policies
Effective January 1, 2018, we adopted a comprehensive new revenue recognition standard. The details of the significant changes to our accounting policies resulting from the adoption of the new standard are set out below. We adopted the standard using a modified retrospective method; accordingly, the comparative information for the three and six months ended June 30, 2017 has not been adjusted and continues to be reported under the previous revenue standard. The adoption of this standard did not have a material impact to our condensed consolidated financial position, reported revenue, results of operations or cash flows as of and for the three and six months ended June 30, 2018. See Note 9 for additional information about the new accounting standard.

Under the new standard, revenue recognition is based on the transfer of control, or our customer’s ability to benefit from our services and products in an amount that reflects the consideration we expect to receive in exchange for those services and products. The vast majority of our service and product contracts are short-term in nature. In recognizing revenue for our services and products, we determine the transaction price of purchase orders or contracts with our customers, which may consist of fixed and variable consideration. Determining the transaction price may require significant judgment, which includes identifying performance obligations in the contract, determining whether promised services can be distinguished in the context of the contract, and estimating the amount of variable consideration to include in the transaction price. Variable consideration

typically relates to bonuses, discounts, price concessions, refunds, penalties, job disputes, credits and incentives. We estimate variable consideration based on the amount of consideration we expect to receive. We record revenue accruals on an ongoing basis to reflect updated information for variable consideration as performance obligations are met.

We also assess our customer’s ability and intention to pay, which is based on a current employeevariety of factors including our customer’s historical payment experience and financial condition. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 20 to 60 days. Other judgments involved in recognizing revenue include an assessment of progress towards completion of performance obligations for certain long-term contracts, which involve estimating total costs to determine our progress towards contract completion and calculating the corresponding amount of revenue to recognize.
Disaggregation of revenue
We disaggregate revenue from contracts with customers into types of services or products, consistent with our two reportable segments, in addition to geographical area. Based on the location of services provided and products sold, 59% and 51% of our primary customerconsolidated revenue was from the United States for the six months ended June 30, 2018 and 2017, respectively. No other country accounted for more than 10% of our revenue. The following table presents information on our disaggregated revenue.

REVENUE:Three Months Ended
June 30
Six Months Ended
June 30
Millions of dollars2018201720182017
Completion and Production$4,164
$3,132
$7,971
$5,736
Drilling and Evaluation1,983
1,825
3,916
3,500
Total revenue$6,147
$4,957
$11,887
$9,236
     
By geographic region:    
North America$3,834
$2,770
$7,351
$5,001
Latin America479
508
936
971
Europe/Africa/CIS726
679
1,442
1,283
Middle East/Asia1,108
1,000
2,158
1,981
Total revenue$6,147
$4,957
$11,887
$9,236

Contract balances
We perform our obligations under contracts with our customers by transferring services and products in Venezuelaexchange for consideration. The timing of our performance often differs from the timing of our customer’s payment, which could delayresults in the recognition of receivables and deferred revenue.

We have long-term receivables for work completed but not billed in which the rights to consideration are conditional. These are primarily related to pay-out-of-production projects and are not material to our condensed consolidated financial statements. Deferred revenue represents advance consideration received from customers for contracts where revenue is recognized on future performance of service. Deferred revenue, as well as revenue recognized during the period relating to amounts included as deferred revenue at the beginning of the period, was not material to our condensed consolidated financial statements.

Transaction price allocated to remaining performance obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or preventless. We have some long-term contracts related to software and integrated project management services such as lump sum turnkey contracts. For software contracts, revenue is generally recognized over time throughout the license period when the software is considered to be a right to access our abilityintellectual property. For lump sum turnkey projects, we recognize revenue over time using an input method, which requires us to execute the expected promissory note exchange.exercise judgment. Revenue allocated to remaining performance obligations for these long-term contracts is not material.


Note 3.4. Inventories

Inventories are stated at the lower of cost and net realizable value. In the United States, we manufacture certain finished products and parts inventories for drill bits, completion products, bulk materials and other tools that are recorded using the last-in, first-out method, which totaled $153204 million as of June 30, 20172018 and $133177 million as of December 31, 20162017. If the average cost method had been used, total inventories would have been $2130 million higher than reported as of June 30, 20172018 and $16$31 million higher as of December 31, 20162017. The cost of the remaining inventory was recorded using the average cost method. Inventories consisted of the following:
Millions of dollarsJune 30,
2017
December 31,
2016
June 30,
2018
December 31,
2017
Finished products and parts$1,454
$1,388
$1,697
$1,547
Raw materials and supplies695
778
777
703
Work in process134
109
163
146
Total$2,283
$2,275
$2,637
$2,396

All amounts in the table above are reported net of obsolescence reserves of $262276 million as of both June 30, 20172018 and $263 million as of December 31, 20162017.

Note 4.5. Shareholders’ Equity

The following tables summarize our shareholders’ equity activity:
Millions of dollarsTotal shareholders' equityCompany shareholders' equityNoncontrolling interest in consolidated subsidiariesTotal shareholders' equityCompany shareholders' equityNoncontrolling interest in consolidated subsidiaries
Balance at December 31, 2016$9,448
$9,409
$39
Balance at December 31, 2017$8,349
$8,322
$27
Retained earnings adjustment for new accounting standard (a)(384)(384)
30
30

Payments of dividends to shareholders(312)(312)
(316)(316)
Stock plans239
239

271
271

Other(38)(35)(3)(45)(40)(5)
Balance at June 30, 2017$8,953
$8,917
$36
Comprehensive income554
556
(2)
Balance at June 30, 2018$8,843
$8,823
$20
(a) Represents a cumulative-effect adjustment to retained earnings upon our adoption of new accounting standards effective January 1, 2018. See Note 9 for further information on the adoption of the new revenue recognition standard.

Millions of dollarsTotal shareholders' equityCompany shareholders' equityNoncontrolling interest in consolidated subsidiaries
Balance at December 31, 2016$9,448
$9,409
$39
Retained earnings adjustment for new accounting standard (b)(384)(384)
Payments of dividends to shareholders(312)(312)
Stock plans239
239

Other(38)(35)(3)
Balance at June 30, 2017$8,953
$8,917
$36
(b) Represents a cumulative-effect adjustment to retained earnings upon our adoption of a new accounting standards update on the income tax consequences of intra-entity transfers of assets other than inventory, which was effective January 1, 2017. See Note 8 for further information.
Millions of dollarsTotal shareholders' equityCompany shareholders' equityNoncontrolling interest in consolidated subsidiaries
Balance at December 31, 2015$15,495
$15,462
$33
Payments of dividends to shareholders(309)(309)
Stock plans244
244

Other(32)(45)13
Comprehensive loss(5,621)(5,618)(3)
Balance at June 30, 2016$9,777
$9,734
$43

Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $5.7 billion remains authorized for repurchases as of June 30, 20172018. From the inception of this program in February 2006 through June 30, 20172018, we repurchased approximately 201 million shares of our common stock for a total cost of approximately $8.4 billion. There were no repurchases made under the program during the six months ended June 30, 2017.2018.


Accumulated other comprehensive loss consisted of the following:
Millions of dollarsJune 30,
2017
December 31,
2016
June 30,
2018
December 31,
2017
Defined benefit and other postretirement liability adjustments$(313)$(313)$(332)$(334)
Cumulative translation adjustments(79)(80)(80)(80)
Other(58)(61)(58)(55)
Total accumulated other comprehensive loss$(450)$(454)$(470)$(469)

Note 5.6. Commitments and Contingencies

Macondo well incident
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 an affiliate of Transocean Ltd. and had been drilling the Macondo exploration well in the Gulf of Mexico for the lease operator, BP Exploration & Production, Inc. (BP). We performed a variety of services on that well for BP. Numerous lawsuits relating to the Macondo well incident and alleging damages arising from the blowout were filed against various parties, including BP, Transocean and us, in federal and state courts throughout the United States, most of which were consolidated in a Multi District Litigation proceeding (MDL) in the United States Eastern District of Louisiana. The defendants in the MDL proceeding filed a variety of cross claims against each other.
The trial for the first phase of the MDL proceeding occurred in February 2013 through April 2013 and covered issues arising out of the conduct and degree of culpability of various parties. In September 2014, the MDL court ruled (Phase One Ruling) that, among other things, (1) in relation to the Macondo well incident, BP’s conduct was reckless, Transocean’s conduct was negligent, and our conduct was negligent, (2) fault for the Macondo well incident was apportioned 67% to BP, 30% to Transocean and 3% to us, and (3) the indemnity and release clauses in our contract with BP are valid and enforceable against BP. The MDL court did not find that our conduct was grossly negligent, thereby eliminating our exposure in the MDL for punitive damages.

In September 2014, prior to the Phase One Ruling, we reached an agreement, subject to court approval, to settle a substantial portion of the plaintiffs’ claims asserted against us relating to the Macondo well incident (our MDL Settlement) for an aggregate of $1.1 billion. Certain conditions had to be satisfied before our MDL Settlement became effective. These conditions included, among others, the issuance of a final order of the MDL court approving our MDL Settlement and the resolution of any appeals therefrom. The Court has issued that final approval of our MDL Settlement and the period for appeal has expired. On May 20, 2015, we and BP entered into an agreement to resolve all remaining claims against each other, and pursuant to which BP will defend and indemnify us in future trials for compensatory damages. We have also entered into an agreement with Transocean to dismiss all claims made against each other. During the first quarter of 2017, we made our third and final installment payment of $335 million, and during the second quarter of 2017, we made our third and final legal fees payment of $33 million. All of our payments with respect to our MDL Settlement have now been made. We believe that there is no additional material financial exposure to us in relation to the Macondo well incident.

Securities and related litigation
InCommencing in June 2002, a number of class action lawsuit was commencedlawsuits were filed against us in federal court alleging violations of the federal securities laws in connection witharising out of 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 was styled Archdiocese of Milwaukee Supporting Fund (AMSF) v. Halliburton Company, et al. AMSF has changed its name to Erica P. John Fund, Inc. (the Fund). In June 2003, the plaintiffs filed a second amended consolidated complaint that included claims arising out of our 1998 acquisition of Dresser Industries, Inc. and our disclosures and reserves relating to ourfor asbestos liability exposure.

In December 2016, we reached an agreement in principle to settle this lawsuit, without any admission of liabilitythese lawsuits and subject to approval by the district court. On March 31,in July 2017, the district court issued an order preliminarily approving the settlement. The settlement remains subject to final approval of the district court following notice to class members. During the second quarter of 2017, we paid approximately $54 million of the $100 million settlement fund, and our insurer paid the balance. Plaintiff’s counsel fees and costs will be awarded from the settlement fund.settlement.

The settlement resolves all pending cases other than Magruder v. Halliburton Co., et. al. (the Magruder case). The allegations arise out of the same general events described above, but for a later class period, December 8, 2001 to May 28, 2002. There has been limited activity in the Magruder case. In March 2009, our motion to dismiss was granted, with leave to re-plead; in replead. InMarch 2012, plaintiffs filed an amended complaint and in May 2012, we filed a motion to dismiss. That motion was granted in May 2018, with leave to replead some of the claims. An amended complaint was filed in June 2018 and we filed another motion to dismiss which remains pending. We cannot predict the outcome or consequences of this case, which we intend to vigorously defend.

Investigations
In December 2010, we received an anonymous e-mail alleging that certain current and former employees violated our Code of Business Conduct (COBC) and the Foreign Corrupt Practices Act (FCPA), principally through the use of an Angolan vendor to satisfy local content requirements. We notified the Department of Justice (DOJ) and initiated an internal investigation. The investigation was later expanded to include unrelated matters concerning a third-party customs agent in Angola and third-party customs and visa agents in Iraq. The DOJ and the Securities and Exchange Commission (SEC) also conducted investigations into these matters and we cooperated in those investigations.

In June 2017, we reached a preliminary understanding with the SEC staff to resolve the SEC's investigation. On July 27, 2017, the Commissioners of the SEC formally approved this settlement. To settle the investigation, we, without admitting or denying any of the factual findings, have consented to the entry of an administrative order stating that in connection with the use of a local content provider in Angola, we violated the books and records and internal controls provisions of the FCPA. We agreed to make a total payment of approximately $29 million for disgorgement, prejudgment interest, and a civil penalty and to engage an independent consultant to review aspects of our compliance program in Africa. Accordingly, we have recorded in the second quarter of 2017 a loss contingency of $29 million.

Separately, the DOJ has advised us that it has completed its investigation and will not be taking any action regarding these matters.

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:
-the Comprehensive Environmental Response, Compensation, and Liability Act;
-the Resource Conservation and Recovery Act;
-the Clean Air Act;
-the Federal Water Pollution Control Act;
-the Toxic Substances Control Act; and
-the Oil Pollution Act.

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. Our Health, Safety and Environment group has several programs in place to maintain environmental leadership and to help prevent the occurrence of environmental contamination. On occasion, we are involved in 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. We do not expect costs related to those claims and remediation requirements to have a material adverse effect on our liquidity, consolidated results of operations, or consolidated financial position. Our accrued liabilities for environmental matters were $46$44 million as of June 30, 20172018 and $50$48 million as of December 31, 2016.2017. Because 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. Our total liability related to environmental matters covers numerous properties.

Additionally, we have subsidiaries that have been named as potentially responsible parties along with other third parties for eight federal and state Superfund sites for which we have established reserves. As of June 30, 2017,2018, those eight sites accounted for approximately $4$8 million of our $46$44 million total environmental reserve. 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.


Guarantee arrangements
In the normal course of business, we have agreements with financial institutions under which approximately $2.0 billion of letters of credit, bank guarantees or surety bonds were outstanding as of June 30, 2017.2018. Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization. None of these off balance sheet arrangements either has, or is likely to have, a material effect on our condensed consolidated financial statements.

Note 6.7. Income per Share

Basic income or loss per share is based on the weighted average number of common shares outstanding during the period. Diluted income per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Antidilutive shares represent potential common shares which are excluded from the computation of diluted income or loss per share as their impact would be antidilutive.

A reconciliation of the number of shares used for the basic and diluted income per share computations is as follows:
Three Months Ended
June 30
Six Months Ended
June 30
Three Months Ended
June 30
Six Months Ended
June 30
Millions of shares20172016201720162018201720182017
Basic weighted average common shares outstanding869
860
868
859
877
869
876
868
Dilutive effect of awards granted under our stock incentive plans2



3
2
3

Diluted weighted average common shares outstanding871
860
868
859
880
871
879
868
  
Antidilutive shares:  
Options with exercise price greater than the average market price8
11
5
14
6
8
6
5
Options which are antidilutive due to net loss position
2
3
1



3
Total antidilutive shares8
13
8
15
6
8
6
8

Note 7.8. Fair Value of Financial Instruments

At June 30, 2017,2018, we held $102$414 million of marketable securities, primarily time deposits that mature in July 2018, which are accounted for as held-to-maturity and are categorized within level 1 on the fair value hierarchy. At December 31, 2017, we held $70 million of marketable securities and $36 million of long-term investments in fixed income securities, with maturities ranging from less than one year to July 2020, of which $65 million are classified as “Other current assets” and $37 million are classified as “Other assets” on our condensed consolidated balance sheets. At December 31, 2016, we also held $92 million of investments in fixed income securities. These securities consist primarily of corporate bonds and other debt instruments, which are accounted for as available-for-sale, and are recorded at fair value based on quoted prices for identical assets in less active markets, which areand categorized within level 2 on the fair value hierarchy.

At June 30, 2017 and December 31, 2016, we held an interest-bearing promissory note with our primary customer in Venezuela with a par value of $200 million. The carrying amount of this promissory note was $98 million as of June 30, 2017, consisting of a current portion of $67 million and non-current portion of $31 million, which are classified as “Receivables” and “Other assets,” respectively, on our condensed consolidated balance sheets. The carrying amount as of December 31, 2016 was $70 million. The carrying amounts for both periods approximate fair value. Initial fair value of the promissory note was based on pricing data points for similar assets in an illiquid market and is categorized within level 3 on the fair value hierarchy. We are using an effective interest method to accrete the carrying amount to its par value as it matures. This accretion income is being recorded through “Interest expense, net of interest income” on our condensed consolidated statements of operations.


During the second quarter of 2017, we recognized a pre-tax loss of $262 million for a fair market value adjustment related to an expected exchange of $375 million of our accounts receivable with our primary customer in Venezuela for an additional interest-bearing promissory note with a par value of the same amount. We determined fair value based on pricing data points for similar notes in an illiquid market which is categorized within level 3 on the fair value hierarchy. See Note 2 for further discussion.

We maintain an interest rate management strategy that is intended to mitigate the exposure to changes in interest rates in the aggregate for our debt portfolio. We use interest rate swaps to effectively convert a portion of our fixed rate debt to floating LIBOR-based rates. Our interest rate swaps, which expire when the underlying debt matures, are designated as fair value hedges of the underlying debt and are determined to be highly effective. These derivative instruments are marked to market with gains and losses recognized currently in interest expense to offset the respective gains and losses recognized on changes in the fair value of the hedged debt. During the first quarter of 2017, we terminated a series of our interest rate swaps with a notional amount of $1.4 billion in conjunction with our early redemption of senior notes. We included the gain from the swap termination in our calculation of early debt extinguishment costs. As of June 30, 2017, we had one remaining interest rate swap relating to one of our debt instruments with a total notional amount of $100 million. The fair value of our interest rate swaps as of June 30, 2017 and December 31, 2016 are included in “Other assets” in our condensed consolidated balance sheets and were immaterial. The fair value of our interest rate swaps are categorized within level 2 on the fair value hierarchy and were determined using an income approach model with inputs, such as the notional amount, LIBOR rate spread and settlement terms that are observable in the market or can be derived from or corroborated by observable data.

The carrying amount of cash and equivalents, receivables and accounts payable, as reflected in the condensed consolidated balance sheets, approximates fair value due to the short maturities of these instruments.

The carrying amount and fair value of our total debt, including short-term borrowings and current maturities of long-termlong term debt, is as follows:
June 30, 2017 December 31, 2016June 30, 2018 December 31, 2017
Millions of dollarsLevel 1Level 2Total fair valueCarrying value Level 1Level 2Total fair valueCarrying valueLevel 1Level 2Total fair valueCarrying value Level 1Level 2Total fair valueCarrying value
Total debt$572
$11,738
$12,310
$11,152
 $753
$12,812
$13,565
$12,384
$9,497
$2,256
$11,753
$10,871
 $3,285
$9,172
$12,457
$10,942

Our debt categorized within level 1 on the fair value hierarchy is calculated using quoted prices in active markets for identical liabilities with transactions occurring on the last two days of period-end. Our debt categorized within level 2 on the fair value hierarchy is calculated using significant observable inputs for similar liabilities where estimated values are determined from observable data points on our other bonds and on other similarly rated corporate debt or from observable data points of transactions occurring prior to two days from period-end and adjusting for changes in market conditions. Our total fair value and carrying value of debt decreased during the six months ended June 30, 2017 primarily due to the early extinguishment of $1.4 billion of senior notes. Additionally, differencesDifferences between the periods presented in our level 1 and level 2 classification of our long-term debt relate to the timing of when transactions are executed. We have no debt categorized within level 3 on the fair value hierarchy based on unobservable inputs.


Note 8.9. New Accounting Pronouncements
    
Standards adopted in 20172018

Stock-Based CompensationRevenue Recognition
On January 1, 2017,2018, we adopted an accounting standards updatethe comprehensive new revenue recognition standard issued by the Financial Accounting Standards Board (FASB) which simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. In addition, the update allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The element of the update that will have the most impact on our financial statements will be income tax consequences. Excess tax benefits and tax deficiencies on stock-based compensation awards are now included in our tax provision within our condensed consolidated statement of operations as discrete items in the reporting period in which they occur, rather than previous accounting of recording in additional paid-in capital on our condensed consolidated balance sheets. We have also elected to continue our current policy of estimating forfeitures of stock-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures. We applied the update prospectively beginning January 1, 2017, and the adoption did not have a material impact on our condensed consolidated financial statements.

Intra-Entity Transfers of Assets
On January 1, 2017, we adopted an accounting standards update issued by the FASB to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than the previous requirement to defer recognition of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party. Two common examples of assets included in the scope of this update are intellectual property and property, plant and equipment. The update was applied on a modified retrospective basis resulting in a cumulative-effect adjustment of $384 million recorded directly to retained earnings as of January 1, 2017.

Inventory
On January 1, 2017, we adopted an accounting standards update issued by the FASB which simplifies the measurement of inventory. The update now requires inventory measured using the first in, first out or average cost methods to be subsequently measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. The update eliminated the requirement to subsequently measure inventory at the lower of cost or market, which could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The adoption of this update did not impact our condensed consolidated financial statements.

Standards not yet adopted

Revenue Recognition
In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede existing revenue recognition guidance under U.S. GAAP.. The core principle of the new guidancestandard is that a company should recognize revenue to depict the transfer of promised goodsservices or servicesproducts to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goodsservices or services.products. The standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements with a cumulative-effect adjustment reflected in retained earnings. The standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This new revenue recognition standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.

We are currently determining the impacts of the new standard on our contract portfolio. Our approach includes performing a detailed review of key contracts representative of our different businesses and comparing historical accounting policies and practices to the new standard. Because the standard will impact our business processes, systems and controls, we are also developing a comprehensive change management project plan to guide the implementation. Our services are primarily short-term in nature, and our assessment at this stage is that we do not expectadopted the new revenue recognition standard willusing a modified retrospective basis and applied the guidance to all contracts that were not completed as of January 1, 2018. This resulted in an immaterial cumulative-effect adjustment to retained earnings as of January 1, 2018. The comparative financial information has not been restated and continues to be reported under the revenue accounting standards in effect during those periods. The adoption of this standard did not have a material impact onto our condensed consolidated financial statements upon adoption. We are still evaluating software contracts withinposition, reported revenue, results of operations or cash flows as of and for the three and six months ended June 30, 2018. See Note 3 for our Landmark Software and Services product service line and long-term contracts requiring integrated project management services within our Consulting and Project Management product service line for potential impact fromexpanded revenue disclosures required by the new accounting guidance. We currently intend on adopting the new standard utilizing the modified retrospective method that will result in a cumulative effect adjustment as of January 1, 2018.standard.
Standards not yet adopted

Leases
In February 2016, the FASB issued an accounting standards update related to accounting for leases, which requires the assets and liabilities that arise from leases to be recognized on the balance sheet. Currently only capital leases are recorded on the balance sheet. This update will require the lessee to recognize a lease liability equal to the present value of the lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases longer than 12 months. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities and recognize the lease expense for such leases generally on a straight-line basis over the lease term. This updateWe will be effective for fiscal periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted.adopt this standard on January 1, 2019, and we are in the process of implementing a new lease system in connection with the adoption. We are currently evaluatingcontinuing to evaluate the impact that this update will have on our condensed consolidated financial statements.

Note 9. Subsequent Events

In July 2017, we acquired three businesses, Summit ESP, Ingrain Inc., and Optimization Petroleum Technology. Summit is a leading provider of electric submersible pumps, and related technology and services. Ingrain specializes in the analysis of complex rock types and has developed and brought to market unique capabilities in rock physics. Optimization Petroleum Technology is a software and consulting company focused on production engineering and operations. The additions of these three businesses strengthen our artificial lift, wireline, and Landmark portfolios for our global customers.


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

Organization
We are a leading providerone of servicesthe world's largest providers of products and productsservices to the energy industry. We serve the upstream oil and natural gas industryhelp our customers maximize value 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 throughthroughout the life of the field.asset. 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, the Completion and Production segment and the Drilling and Evaluation segment:
-our Completion and Production segment delivers cementing, stimulation, intervention, pressure control, specialty chemicals, artificial lift, and completion products and services. The segment consists of Production Enhancement, Cementing, Completion Tools, Production Solutions, Pipeline and Process Services, Multi-Chem and Artificial Lift.
-our Drilling and Evaluation segment provides field and reservoir modeling, drilling, evaluation and precise wellbore placement solutions that enable customers to model, measure, drill and optimize their well construction activities. The segment consists of Baroid, Sperry Drilling, Wireline and Perforating, Drill Bits and Services, Landmark Software and Services, Testing and Subsea, and Consulting and Project Management.

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 manufacturing operations in various locations, the most significant of which are located in the United States, Canada, Malaysia, Singapore and the United Kingdom. With over 50,00055,000 employees, we operate in approximately 70more than 80 countries around the world, and our corporate headquarters are in Houston, Texas and Dubai, United Arab Emirates.

Financial results
Market conditions continued to impact our business during the second quarter of 2017, marked by the continued increase in North American land rig count, while ongoing cyclical headwinds affected the international markets. Our North American business continued to improve in the second quarter of 2017, with revenue growth of 24% from the first quarter of 2017, compared to the average United States land rig count sequential increase of 21%. However, the international markets have been slower to recover and continue to face pricing pressure while customers defer new projects and focus on lowering costs. We are actively managing our cost while protecting our international position in anticipation of the eventual market recovery.

We generated total company revenue of $5.0$6.1 billion during the second quarter of 2017,2018, a 29%24% increase from the $3.8$5.0 billion of revenue generated induring the second quarter of 2016. This increase resulted from improved activity, utilization, and pricing associated with pressure pumping services in2017. Total company operating income was $789 million during the United States land market, partially offset by lower pricing and activity across the international markets. We reportedsecond quarter of 2018, compared to operating income of $146 million in the second quarter of 2017, which included a $262 million pre-tax loss for a fair market value adjustment related to an expected exchange of receivablesVenezuela. Our North American business continues to demonstrate strong performance in a quickly evolving market with rapid rig count and activity growth, while our international business continues to experience increased activity, offset by a challenging pricing environment. Our Completion and Production segment revenue improved 33% and our Drilling and Evaluation segment revenue increased 9% from our primary customer in Venezuela for an interest-bearing promissory note. This compares to an operating loss of $3.9 billion in the second quarter of 2016, which included a $3.5 billion merger termination fee and $423 million of company-wide impairments and a similar pre-tax loss2017. We continue to focus on exchange for a promissory note in Venezuela. Additionally,aligning our 2017 operating results are benefiting from the structural global cost savings initiatives implemented during the market downturn.

During the first quarter, we made the decision to bring back cold-stacked pressure pumping equipment more rapidly than originally planned because of customer demand and to maintain market share while capturing leading edge pricing, and we continued to execute this reactivation planbusiness with customers in the second quarter. All of the reactivated equipment we have brought back has enhanced our overall margins during the first half of 2017. North America experienced a significant margin improvement from the first to second quarter of 2017 as a result of activityhighest growth markets like mature fields and pricing increases. We anticipate continued margin improvements in the second half of 2017 because of current customer demand levels coupled with the structural cost savings initiatives we executed during the downturn.

Business outlook
While the past two years were challenging as we navigated through this historic industry downturn, we believe our results reflect our successful execution in a difficult environmentunconventional resources and that our strategy has positioned us for the challenges and opportunities ahead. Commodity prices and the North America rig count have improved substantially from first half 2016 lows, and despite recent declines in oil prices, we are benefiting from the market recovery given our improved market share, delivery platform and cost containment strategies.

In North America, improved commodity prices and rig counts from 2016 lows have resulted in a rapidly recovering market through the first half of 2017, particularly in United States unconventionals. Our customers remain focused on lowering cost and producing more barrels of oil equivalent. We are continuing to collaborate and engineer solutions to maximize their asset value while seeking to optimize the company’s growth and returns.

In North America, our business continued to improve during the second quarter of 2018, with revenue increasing 38% and outperforming a 13% increase in average North American rig count, when compared to the second quarter of 2017. The rig count growth, combined with the continued completions intensity, has improved demand across our product service lines, with significant improvements in pressure pumping activity. We generated significant margin improvement and profitability growth as a result of strengthened activity and a supportive commodity price environment. Our United States land sector achieved operating margins approaching 2014 peak levels, despite pricing levels that have yet to fully rebound from the recent down cycle and logistical challenges and cost inflation. Strong U.S. economic activity is creating tightness across the supply chain, particularly in trucking, labor, and maintenance costs. We are actively managing these costs.
Our international revenue during the second quarter of 2018 increased 6% as compared to the second quarter of 2017, driven primarily by increased drilling and pressure pumping activity in the Eastern Hemisphere. While the international markets are improving, pricing pressure remains a challenge. We have seen a large number of tenders in the first half of the year that were competitively bid as service companies vied for market share and our customers sought to capture bottom of the cycle pricing. We have grown our market share in the international markets throughout the downturn because of our strong service quality and willtechnology offerings and our willingness to collaborate with our customers. Our product service lines continue to focus on increasing equipment utilization, managing costsdelivering technology-driven value propositions to help our customers increase production and expandinglower costs.


Business outlook
In North America, one of our surface efficiency model. Additionally, we gained significantkey strategies during the downturn was to build market share based on our strong belief in the long term potential of the North America market share through the downturnand by demonstrating to our customers the benefits of our efficiencyservice quality and technology. We believe we have successfully executed on this strategy and intend to continue to focus on maintaining our market position. We are monitoring the future impact of cost inflation from trucking and increased equipment maintenance expense and are focused on managing these challenges. We will also continue to focus on managing the logistical complexities that come with the growing market by leveraging our supply chain and logistics infrastructure, capturing efficiencies around our repair and maintenance programs and implementing technologies at scale to reduce cost and increase production.
Additionally, we expect temporary challenges in select basins due to pipeline capacity constraints, strong production results, and customer budget limits, creating mixed customer reactions. These include a moderation in customer activity and a shifting of focus between basins. While we believe these challenges are temporary and should be resolved in 2019, they will likely create headwinds for additional upward pricing in the third quarter of 2018. Overall, the market has strong fundamentals and supportive commodity prices are expected to encourage continued long term growth in North America. We will continue our efforts to optimize pricing and utilization, pursue continued technology coming outimplementation and control costs.

Internationally, the markets are improving and we believe we are well-positioned for continued growth as a result of the downturninvestment we made to grow our global footprint in the last cycle. We are experiencing enhanced tender activity and are holding constructive conversations with our highest North America market share in history. Wecustomers. While we expect international activity to improve, pricing pressure and concessions that have been utilizing thisgiven throughout the cycle need to be unwound. The tightening of capacity caused by increased market shareactivity should lead to drive margin improvement. The historically high levelimproved overall pricing in 2019, the magnitude of market share we built inwhich will depend on the downturn gives us the abilitycommodity price environment and equipment absorption. We will continue to focus our work with the most efficient customers, and as such, we continued to execute our strategy of high grading the profitability of our portfolio with customers that value our services. During the second quarter, we continued to see strong incremental demand for completions equipment from our customers. We believe current customer demand has outpaced the supply of completions equipment, which should translate into strong utilization through the second half of the year.

While the international markets have been more resilient than North America through most of the downturn, particularly in the Eastern Hemisphere, low commodity prices have stressed customer budgets and impacted economics across deepwater and mature fields. As a result, activity levels and pricing are at significant lows. While we are workingcollaborate with our customers to improve project economicscreate solutions through technology and improved operating efficiency any activity improvements for the remainder of 2017 will likely be offset by continued pricing pressure. However, we are now in the third year of significant underspending in the international markets. This implies that production declines will likely accelerate in the medium term as the backlog of new projects are completed and additional projects are not coming behind them. These eventual declines shouldto help support higher commodity prices and increased international E&P spending.overcome challenging project economics.

During the first half of 2017,2018, we had $592 millionapproximately $1.1 billion of capital expenditures, an increase of 32%80% from the first half of 2016. We plan to continue adjusting2017. Our 2018 capital spending during 2017 to align with market conditions. We have successfully executedexpenditures were predominantly made in our deployment strategy of reactivating our cold-stacked pressure pumping equipment to respond to customer demandProduction Enhancement, Sperry Drilling, Artificial Lift, Cementing, and continue to convert our hydraulic fracturing fleet to Q10 pumps to support our surface efficiency model. We remain committed to generating industry-leading returnsWireline and reactivating our equipment was the first step towards that objective. We continue to be focused on achieving leading edge pricing, driving better utilization, and continuous cost control.Perforating product service lines.

We intend to continue to strengthen our product service lines through a combination of organic growth, investment and selective acquisitions. See Note 9 to the condensed consolidated financial statements for acquisitions we closed in July 2017. We are continuing to execute the following strategies in 2017:2018:
- directing capital and resources into strategic growth markets, including unconventional plays and mature fields;
-directing capital and resources into strategic growth markets, including unconventional plays and mature fields;
-leveraging our broad technology offerings to provide value to our customers and enable them to more efficiently drill and complete their wells;
-exploring additional opportunities for acquisitions that will enhance or augment our current portfolio of services and products, including those with unique technologies or distribution networks in areas where we do not already have significant operations;
-investing in technology that will help our customers reduce reservoir uncertainty and increase operational efficiency;
-improving working capital and managing our balance sheet to maximize our financial flexibility;
-continuing to seek ways to be one of the most cost efficientcost-efficient service providers in the industry by maintaining capital discipline and leveraging our scale and breadth of operations;
-collaborating and engineering solutions to maximize asset value for our customers; and
-striving to achieve superior growth and returns for our shareholders.
- collaborating and engineering solutions to maximize asset value for our customers.

Our operating performance and business outlook are described in more detail in “Business Environment and Results of Operations.”

Financial markets, liquidity, and capital resources
We believe we have invested our cash balances conservatively and secured sufficient financing to help mitigate any near-term negative impact on our operations from adverse market conditions. We closed the second quarterAs of 2017 atJune 30, 2018, we had $2.1 billion of cash and equivalents, which included $225$414 million of proceeds from the issuance of commercial paper during the second quarter in anticipation of acquisitions that closed in July. We also havemarketable securities, and $3.0 billion available under our revolving credit facility, which combined with our cash balance, we believe provides us with sufficient liquidity to address the challenges and opportunities of the current market. For additional information on market conditions, see “Liquidity and Capital Resources” and “Business Environment and Results of Operations.”

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2017,2018, we had $2.1 billion of cash and equivalents, compared to $4.0$2.3 billion at December 31, 2016.2017. Additionally, we held $102$414 million of marketable securities at June 30, 2018, primarily time deposits that mature in July 2018, compared to $70 million of marketable securities and $36 million of long-term investments in fixed income securities at June 30, 2017, compared to $92 million at December 31, 2016. These securities are reflected in "Other current assets"2017, primarily corporate bonds and "Other assets" in our condensed consolidated balance sheets. Approximately $1.3 billion of our total cash position as of June 30, 2017 was held by our foreign subsidiaries, a substantial portion of which is available to be repatriated into the United States to fund our U.S. operations or for general corporate purposes, with a portion subject to certain country-specific restrictions. We have provided for U.S. federal income taxes on cumulative undistributed foreign earnings where we have determined that such earnings are not indefinitely reinvested.other debt instruments.

Significant sources and uses of cash
Sources of cash:
- Cash flows from operating activities were $351 million$1.5 billion during the first six months of 2017.
- We issued $225 million of commercial paper in the second quarter of 2017 with a weighted average interest rate of 1.39% and maturities not more than 30 days. We began to utilize this commercial paper program in the second quarter in anticipation of the business acquisitions we closed in July 2017.2018.
Uses of cash:
- We early redeemed $1.4 billion of senior notes during the first quarter of 2017, which resulted in a payment of approximately $1.5 billion, inclusive of the redemption premium.
- We made the final installment settlement payment related to the Macondo well incident in the amount of $335 million, as well as our third and final legal fees payment of $33 million during the first six months of 2017.
- Capital expenditures were $592 million$1.1 billion in the first six months of 2017,2018, and were predominantly made in our Production Enhancement, Sperry Drilling, Production Solutions, Baroid,Artificial Lift, Cementing, and Wireline and Perforating product service lines.
- We paid $312$316 million in dividends to our shareholders during the first six months of 2017.2018.
- We purchased $307 million of investment securities during the first six months of 2018, net of sales.
- During the first six months of 2017,2018, working capital (receivables, inventories and accounts payable) increased by a net $222$163 million, primarily due to increased business activity.
- WeDuring the first six months of 2018, we paid $54$148 million in the second quarterfor acquisitions of 2017various businesses, net of cash acquired, to settle a class action lawsuit. See Note 5 to the condensed consolidated financial statements for further information.
- We repaid $45 million of senior notes that matured during the second quarter of 2017.enhance our existing product service lines.

Future sources and uses of cash
We manufacture most of our own equipment, which allows us flexibility to increase or decrease our capital expenditures based on market conditions. Capital spending for 2017the full year 2018 is currently expected to be approximately $1.3$2.0 billion.
In The capital expenditures plan for 2018 is primarily directed towards our industry-leading pressure pumping fleet, the third quarterdeployment of 2017, we expect to pay approximately $630 million for three acquisitions. See Note 9 tonew Sperry drilling tools and the condensed consolidated financial statements for further discussion.continued investment in our Artificial Lift and Multi-Chem product service lines.
 
We expecthave $400 million of senior notes that mature in August 2018, which we intend to receive a United States tax refundrepay with cash on hand. In addition, we are actively evaluating our options and opportunities around uses of cash and are targeting to retire our $500 million 2021 debt maturity in the amount of approximately $480 million during the second half of 2017, primarily related to the carryback of our net operating losses recognized in 2016.this year.

Currently, our quarterly dividend rate is $0.18 per common share, or approximately $156$158 million. Subject to the approval of our Board of Directors approval, our intention is to continue paying dividends at our current rate.

rate during 2018. Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $5.7 billion remains authorized for repurchases as of June 30, 20172018 and may be used for open market and other share purchases. There were no repurchases made under the program during the six months ended June 30, 2017.

We expect2018, but we are targeting to pay $29 million for a resolution on an SEC investigationinitiate share repurchases in the second half of certain past matters related to our operations in Angola and Iraq. See Note 5 to the condensed consolidated financial statements for further information.

2018.

Other factors affecting liquidity
Financial position in current market. As of June 30, 2017,2018, we had $2.1 billion of cash and equivalents, which included $225$414 million of proceeds from the issuance of commercial paper during the second quarter, $102 million in fixed income investments,marketable securities, and $3.0 billion of available committed bank credit under our revolving credit facility. Furthermore, we have no financial covenants or material adverse change provisions in our bank agreements, and our debt maturities extend over a long period of time. We believe our cash on hand, cash flows generated from operations and cash flows generated from the issuance of commercial paper and our available credit facility will provide sufficient liquidity to address the challenges and opportunities of the current market and manage our global cash needs for the remainder of 2017,in 2018, including debt retirement, capital expenditures, working capital investments, dividends, if any, and contingent liabilities.

Guarantee agreements. In the normal course of business, we have agreements with financial institutions under which approximately $2.0 billion of letters of credit, bank guarantees or surety bonds were outstanding as of June 30, 2017.2018. Some of the outstanding letters of credit have triggering events that would entitle a bank to require cash collateralization.

Credit ratings. Our credit ratings with Standard & Poor’s (S&P) remain BBB+A- for our long-term debt and A-2 for our short-term debt, with a stable outlook. Our credit ratings with Moody’s Investors Service (Moody's) remain Baa1 for our long-term debt and P-2 for our short-term debt, and Moody's changed the outlook from negative towith a stable during the second quarter of 2017.outlook.
 

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 as well as unsettled political conditions. If our customers delay 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. See “Business Environment and Results of Operations – International operations – Venezuela”Note 2 to the condensed consolidated financial statements for further discussion related to receivables from our primary customer in Venezuela.

BUSINESS ENVIRONMENT AND RESULTS OF OPERATIONS

We operate in approximately 70more than 80 countries throughout the world to provide a comprehensive range of services and products to the energy industry. A significant amount of our consolidated revenue is derived from the sale of services and products to major, national, and independent oil and natural gas companies worldwide. The industry we serve is highly competitive with many substantial competitors in each segment of our business. During the first six months of 2017,2018, based upon the location of the services provided and products sold, 51%59% of our consolidated revenue was from the United States, compared to 39%51% of consolidated revenue from the United States in the first six months of 2016.2017. No other country accounted for more than 10% of our revenue during these periods.revenue.

Operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil unrest, force majeure, war or other armed conflict, sanctions, expropriation or other governmental actions, inflation, changes in foreign currency exchange rates, foreign currency exchange restrictions and highly inflationary currencies, as well as other geopolitical factors. We believe the geographic diversification of our business activities reduces the risk that loss of operations in any one country, other than the United States, would be materially adverse to our consolidated results of operations.

Activity within our business segments is significantly impacted by spending on upstream exploration, development and production programs by our customers. Also impacting our activity is the status of the global economy, which impacts oil and natural gas consumption.

Some of the more significant determinants of current and future spending levels of our customers are oil and natural gas prices, global oil supply, completions intensity, the world economy, the availability of credit, government regulation and global stability, which together drive worldwide drilling and completions activity. Lower oil and natural gas prices usually translate into lower exploration and production budgets.budgets and lower rig count, while the opposite is true for higher oil and natural gas prices. Our financial performance is therefore significantly affected by oil and natural gas prices and worldwide rig activity, which are summarized in the tables below, and well count in North America.below.

The following table shows the average oil and natural gas prices for West Texas Intermediate (WTI), United Kingdom Brent crude oil, and Henry Hub natural gas:
Three Months Ended
June 30
Year Ended
December 31
Three Months Ended
June 30
Year Ended
December 31
2017201620182017
Oil price - WTI (1)
$48.24
$45.41
$43.14
$68.03
$48.24
$50.93
Oil price - Brent (1)
49.67
45.52
43.55
74.50
49.67
54.30
Natural gas price - Henry Hub (2)
3.08
2.14
2.52
2.86
3.08
3.04
  
(1) Oil price measured in dollars per barrel
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu
(1) Oil price measured in dollars per barrel
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu
(1) Oil price measured in dollars per barrel
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu


The historical average rig counts based on the weekly Baker Hughes Incorporated rig count information were as follows:
Three Months Ended
June 30
Six Months Ended
June 30
Three Months Ended
June 30
Six Months Ended
June 30
Land vs. Offshore20172016201720162018201720182017
United States:      
Land874
398
798
458
1,021
874
986
798
Offshore (incl. Gulf of Mexico)21
24
21
25
18
21
17
21
Total895
422
819
483
1,039
895
1,003
819
Canada: 
 
 
 
 
 
 
 
Land116
47
205
106
105
116
186
205
Offshore1
1
1
2
3
1
2
1
Total117
48
206
108
108
117
188
206
International (excluding Canada): 
 
 
 
 
 
 
 
Land758
719
748
754
772
758
775
748
Offshore200
224
201
225
196
200
194
201
Total958
943
949
979
968
958
969
949
Worldwide total1,970
1,413
1,974
1,570
2,115
1,970
2,160
1,974
Land total1,748
1,164
1,751
1,318
1,898
1,748
1,947
1,751
Offshore total222
249
223
252
217
222
213
223
  
Three Months Ended
June 30
Six Months Ended
June 30
Three Months Ended
June 30
Six Months Ended
June 30
Oil vs. Natural Gas20172016201720162018201720182017
United States (incl. Gulf of Mexico): 
 
  
 
 
  
Oil718
335
656
386
844
718
813
656
Natural gas177
87
163
97
195
177
190
163
Total895
422
819
483
1,039
895
1,003
819
Canada: 
 
 
 
 
 
 
 
Oil53
17
107
48
56
53
117
107
Natural gas64
31
99
60
52
64
71
99
Total117
48
206
108
108
117
188
206
International (excluding Canada): 
 
 
 
 
 
 
 
Oil738
720
728
745
767
738
765
728
Natural gas220
223
221
234
201
220
204
221
Total958
943
949
979
968
958
969
949
Worldwide total1,970
1,413
1,974
1,570
2,115
1,970
2,160
1,974
Oil total1,509
1,072
1,491
1,179
1,667
1,509
1,695
1,491
Natural gas total461
341
483
391
448
461
465
483
Three Months Ended
June 30
Six Months Ended
June 30
Three Months Ended
June 30
Six Months Ended
June 30
Drilling Type20172016201720162018201720182017
United States (incl. Gulf of Mexico):      
Horizontal751
326
681
378
914
751
874
681
Vertical77
51
73
56
58
77
61
73
Directional67
45
65
49
67
67
68
65
Total895
422
819
483
1,039
895
1,003
819

Crude oil prices have been extremely volatile during the past few years. WTI oil spot prices declined significantly beginning in 2014 from a peak price of $108 per barrel in June 2014 to a low of $26 per barrel in February 2016, a level which had not been experienced since 2003. Brent crude oil spot prices declined from a high of $115 per barrel in June 2014 to $26 per barrel in January 2016. Since the low point experienced in early 2016, oil spot prices have increased to highs this yearsubstantially. WTI oil spot prices reached a high of $54 per barrel and $56 per barrel in February 2017 for WTI and Brent, respectively, before dipping down to a low of $42 per barrel and $44$77 per barrel in June 2017 for2018 and Brent crude oil spot prices reached a high of $80 per barrel in May 2018. The average WTI and Brent crude oil spot prices during the second quarter of 2018 were $68 per barrel and $75 per barrel, respectively.

Crude prices declined in June 2017 despiteIn the voluntary production cuts made by the Organization of the Petroleum Exporting Countries (OPEC) in the first quarter of 2017. This is in part due to strong activity in the United States shale sector and higher production from Libya and Nigeria, which are not covered by the OPEC agreement. The United States Energy Information Administration (EIA) forecasts the average Brent crude oil price to be $50 per barrel in their July 20172018 "Short Term Energy Outlook," the EIA projects Brent prices to average $73 per barrel and $69 per barrel in the second half of 2018 and in 2019, respectively, while WTI prices are projected to average about $2$6 less per barrel. barrel and $7 less per barrel for the same periods.Crude oil production in the United States is now projected to average 9.310.8 million barrels per day in 2017,2018, a 4%15% increase from 2016.2017. Additionally, the EIA projects that U.S. production will increase 9% in 2019, to average 11.8 million barrels per day. The International Energy Agency's (IEA) July 20172018 "Oil Market Report" forecasts the 20172018 global demand to average approximately 9899.1 million barrels per day, which is up 1%1.4% from 2016.2017, driven by an increase in the Asia Pacific region, while all other regions remain approximately the same.

The average Henry Hub natural gas spot price in the United States was $2.98averaged $2.97 per MMBtu in June 2017, a moderate increase of $0.10 per MMBtu, or 3%, from March 2017. However, natural gas prices have risen 72% from a low of $1.73 in March 2016, due to increased demand for natural gas to fuel electricity generation in addition to lower inventory levels, which was caused byproduction declines and higher exports.2018, essentially flat year over year. The EIA July 20172018 “Short Term Energy Outlook” expects an increase in residential and commercial consumption due to closer-to-normal winter temperatures expected this winter following last year's warmer winter, as well as an increase in export growth resulting in risingprojects Henry Hub natural gas prices to a projected EIA average spot price of $3.10$2.99 per MMBtu in 2017.2018 and $3.04 per MMBtu in 2019.

North America operations
The United States land rig count continued its rapid increase in the second quarter of 2017, with a 21% improvement over the first quarter of 2017 and 120% improvement over the second quarter of 2016.average North America oil-directed rig count increased 419129 rigs, or 119%17%, infor the second quarter of 20172018 as compared to the second quarter of 2016,2017, while the average North America natural gas-directed rig count in North America increased 1236 rigs, or 104%,2% during the same period. AsDuring the second quarter of 2018, the United States land market experienced a result of the recent uptick in activity and the structural changes to our delivery platform we made during this down cycle, we returned to operating profitability in North America17% improvement in the fourthaverage rig count compared to the second quarter of 2016 after recording operating losses2017 and completions activity continued to strengthen. This combination has improved demand across all of our product service lines. We are facing challenges with cost inflation and increased equipment maintenance expense and are focused on managing these challenges in the first three quarters of 2016, with continued profitability improvementspreparation for activity growth in the first two quarters of 2017.2019.

In the Gulf of Mexico, the average offshore rig count for the second quarter of 20172018 was down three rigs, or 13%,14% compared to the second quarter of 2016. Low2017. The commodity prices havepricing environment over the last few years has stressed budgets and have impacted economics across the deepwater market, negatively impacting activity and pricing. These headwinds still persist today, and we believe there will continue to be challenges in 2017 onto deepwater project economics.economics for the foreseeable future. Activity in the Gulf of Mexico is dependent on among the factors described above, governmental approvals for permits, our customers' actions and the entry and exit of deepwater rigs in the market.

International operations
The average international rig count for the second quarter of 2017 increased by 2%2018 was essentially flat compared to the second quarter of 2016. Depressed crude oil prices have caused many of our customers to reduce their budgets2017. International tendering activity has been increasing and defer several new projects; however, we have continuedcontinue to work with our customers to improve project economics through technology and improved operating efficiency. In Latin America,The Middle East remains our most active international market, with the rig count hit a 15-year low acrosslargest part of the region during 2016,work focused on maximizing production in mature fields with the use of technology and Venezuela continuesexpanded reservoir knowledge. While we expect the international markets will continue to experience significant politicalimprove over the next few years, and economic turmoil. Latin America is slowly showing signs of improvement, butwe are encouraged by the activity outlook, there are significant headwinds that must be overcome to obtain a full recovery. ForThis includes pricing pressure and price concessions that we have given throughout the Eastern Hemisphere, whiledown cycle which we believe the first quarter represented the bottom of the international rig count, the full year average rig count for 2017need to recapture. We will likely be only marginally higher than the full year average rig count for 2016. Due to the longer term contractual nature of international markets and the level of continuing price pressure, we expect discounts will offset activity gains over the near term. We expect revenue and margins to continue to be under pressure throughout 2017 and do not expect significant growth until the markets fully stabilize. We are nowremain focused on efficiencies in the third year of significant underspending in the international markets. This implies that production declines will likely accelerate in the medium term as the backlog of new projects are completed and additional projects are not coming behind them. These eventual declines should help support higher commodity prices and increased international E&P spending.
our execution.

Venezuela. TheVenezuela continues to experience significant political and economic turmoil. During the first quarter of 2018, the Venezuelan government currently has aannounced that it changed the existing dual-rate foreign currency exchange system: (i)system by eliminating the DIPRO foreign exchange rate, which representshad a protected rate of 10.010 Bolívares per United States dollar, made available for vital imports such as food, medicine and raw materials for production; and (ii)that all future currency transactions would be carried out at the DICOM floating rate, which is intended to be a free floating system that will fluctuate according to market supply and demand. The DICOM continues to significantly devalue and had a market rate of 2,640was 115,000 Bolívares per United States dollar at June 30, 2017, as compared to a market rate2018. Additionally, the Office of 276 Bolívares per United States dollar in early 2016 when the DICOM was created. We are utilizing the DICOM to remeasure our net monetary assets denominated in Bolívares. The continued devaluationForeign Assets Control of the Bolívar underU.S. Department of the DICOM did not materially affect our financial statements forTreasury issued guidance which purports to prohibit the six months ended June 30,acceptance of payments on receivables issued on or after August 25, 2017 dueand outstanding longer than 90 days from customers subject to our immaterial net monetary positionU.S. sanctions related to Venezuela in the local currency.

Asabsence of June 30, 2017, our total net investment in Venezuela was approximately $608 million, with only $1 million of net monetary assets denominated in Bolívares, and we had an additional $37 million of surety bond guarantees outstanding relating to our Venezuelan operations.

Although we have continued to experience delays in collecting payments on our receivables from our primary customer in Venezuela, our outstanding receivables are not disputed, and we continue to believe that they are collectable. In assessing the collectability of these receivables, we considered our historical collection experience with this customer, including both payments received prior to this historical industry downturn and continued collections at reduced levels during the downturn, and the fact that we have not historically had material write-offs relating to this customer. We also took into account the continued importance to the Venezuelan economy of oil production, our strategic relationship with this customer, our current activity levels and our current intention to continue to provide services to this customer, and an evaluation of this customer’s financial solvency. We also incorporated assumptions regarding potential future events based on market pricing data points. We are actively managing our relationship with this customer, with ongoing dialogue between key executives of both companies, including discussions regarding this customer's intention to pay long-aged trade receivables.

In the second quarter of 2016, we exchanged $200 million of accounts receivables with our primary customer in Venezuela for an interest-bearing promissory note with a par value of the same amount. We recognized a pre-tax loss on the exchange of $148 million, representing the difference between the par value and fair market value of the note. We are accreting the carrying amount of the note to its par value, this customer has made all scheduled interest payments, and the carrying amount of this note is $98 million as of June 30, 2017. In addition, we currently expect to exchange an additional $375 million of outstanding accounts receivable with this customer for an interest-bearing promissory note with a par value of the same amount. As such, we recognized a pre-tax loss of $262 million in the second quarter of 2017 for a fair market value adjustment related to this expected exchange within "Impairments and other charges" on our condensed consolidated statements of operations. Although we recognized these fair value adjustments, we intend to hold both notes to maturity and collect the entire principal amounts. While we made a business decision during the second quarter of 2017 to convert certain accounts receivable to notes, we have the intent and ability to hold all remaining receivables in Venezuela until collection. We do not intend to accept further notes as payment if offered, and we will continue to monitor political and economic conditions in Venezuela.

We continue to believe our Venezuela receivables are collectable, with appropriate classification between short-term and long-term on our condensed consolidated balance sheets. While we have continued to experience delays in collecting payments on outstanding receivables in Venezuela, we have collected approximately $600 million on receivables in Venezuela since this historic industry downturn began in late 2014. We believe our collectability assumptions to be reasonable according to the current facts and circumstances. However, differences in actual experience or changes in facts and circumstances may materially affect our financial position or results of operations. Our assumptions and related judgments are sensitive to the political and economic conditions in Venezuela. If conditions in Venezuela worsen or if low commodity prices persist for an extended period of time, we may be required to record adjustments to our receivables balance. Our financial results can be affected by adjustments to these receivables, including any allowance for bad debts, actual write-offs of uncollectable amounts that differ from estimated amounts, fair value adjustments on existing receivables, and potential defaults on the promissory notes we hold.

Subsequent to the fair market value adjustment associated with the expected promissory note exchange, our total outstanding net trade receivables in Venezuela were $399 million as of June 30, 2017, compared to $610 million as of December 31, 2016, which represents 9% and 15% of total company trade receivables for the respective periods. The majority of our Venezuela receivables are United States dollar-denominated receivables. Of the $399 million of receivables in Venezuela as of June 30, 2017, $186 million have been classified as long-term and included within “Other assets” on our condensed consolidated balance sheets.OFAC license. See Note 72 to the condensed consolidated financial statements for additional information aboutfurther discussion on the promissory notes andwrite-down of our investment in Venezuela that we recognized in the first quarter of 2018 as a result of these events. Also, see Part II, Item 1(a), “Risk Factors,”Factors” for additional information on risks associated with our operations in Venezuela, including recent sanctions imposed on a current employee of our primary customer in Venezuela which could delay or prevent our ability to execute the expected promissory note exchange.Venezuela.

RESULTS OF OPERATIONS IN 20172018 COMPARED TO 20162017

Three Months Ended June 30, 20172018 Compared with Three Months Ended June 30, 20162017
REVENUE:Three Months Ended
June 30
FavorablePercentageThree Months Ended
June 30
FavorablePercentage
Millions of dollars20172016(Unfavorable)Change20182017(Unfavorable)Change
Completion and Production$3,132
$2,114
$1,018
48 %$4,164
$3,132
$1,032
33 %
Drilling and Evaluation1,825
1,721
104
6
1,983
1,825
158
9
Total revenue$4,957
$3,835
$1,122
29 %$6,147
$4,957
$1,190
24 %
    
By geographic region:    
North America2,770
1,516
$1,254
83 %$3,834
$2,770
$1,064
38 %
Latin America508
476
32
7
479
508
(29)(6)
Europe/Africa/CIS679
795
(116)(15)726
679
47
7
Middle East/Asia1,000
1,048
(48)(5)1,108
1,000
108
11
Total revenue$4,957
$3,835
$1,122
29 %$6,147
$4,957
$1,190
24 %

OPERATING INCOME:Three Months Ended
June 30
FavorablePercentageThree Months Ended
June 30
FavorablePercentage
Millions of dollars20172016(Unfavorable)Change20182017(Unfavorable)Change
Completion and Production$397
$(32)$429

$669
$397
$272
69%
Drilling and Evaluation125
154
(29)(19)%191
125
66
53
Total522
122
400

860
522
338
65
Corporate and other(114)(3,579)3,465
97
(71)(114)43
38
Impairments and other charges(262)(423)161
38

(262)262

Total operating income (loss)$146
$(3,880)$4,026

Total operating income$789
$146
$643
440%

Consolidated revenue was $5.0$6.1 billion in the second quarter of 2017,2018, an increase of $1.1$1.2 billion, or 29%24%, as compared to the second quarter of 2016,2017, with increases across the majority of our product service lines in North America, primarily associated with improvements in both pressure pumping services and artificial lift, as well as drilling activity in North America.the Eastern Hemisphere. Revenue from North America was 62% of consolidated revenue in the second quarter of 2018, compared to 56% of consolidated revenue in the second quarter of 2017, compared to 40% of consolidated revenue inreflecting the second quarter of 2016, which reflects the improvementincrease that our North America operations are experiencing as the oil and gas industry recovers.from improved market conditions.

Consolidated operating income was $789 million during the second quarter of 2018 compared to $146 million duringin the second quarter of 2017, which included a $262 million pre-tax loss for a fair market value adjustment related to an expected exchange of receivables from our primary customer in Venezuela for an interest-bearing promissory note. This compared to an operating loss of $3.9 billion in the second quarter of 2016, which included a $3.5 billion merger termination fee and $423 million of impairments and other charges. Additionally, operatingVenezuela. Operating results improved primarily from increased activity, utilization and pricing associated with pressure pumping services.activity in North America.

OPERATING SEGMENTS

Completion and Production
Completion and Production revenue in the second quarter of 20172018 was $3.1$4.2 billion, an increase of $1.0 billion, or 48%33%, from the second quarter of 2016.2017. Operating income in the second quarter of 20172018 was $397$669 million, an increase of $429$272 million, compared toor 69%, from the second quarter of 2016. Improved operating results2017. Improvements were primarily related toled by increased activity utilization and pricing associated with pressure pumping services and higher completion tool salesacross all of our product service lines in the United States land market, partially offset bysector, particularly pressure pumping activity and artificial lift. Additionally, results improved due to pressure pumping services in Europe/Africa/CIS, along with increased stimulation and production solutions activity in the Middle East. Offsetting these increases were reduced completion tool sales in our international operations.Europe/Africa/CIS.

Drilling and Evaluation
Drilling and Evaluation revenue in the second quarter of 20172018 was $1.8$2.0 billion, an increase of $104$158 million, or 6%9%, from the second quarter of 2016. Improved drilling activity and logging services in the United States land market were partially offset by reduced activity and pricing for drilling related services in the Eastern Hemisphere.

2017. Operating income in the second quarter of 20172018 was $125$191 million, a decreasean increase of $29$66 million, or 19%53%, compared to the second quarter of 2016, driven by2017. These increases were primarily due to increased drilling activity in the impact of pricing pressuresUnited

States land sector and Middle East/Asia, as well as higher project management activity reductions in the Eastern Hemisphere for drilling related services,Hemisphere. These results were partially offset by improved pricing andlower drilling activity for drilling related services in the United States land market.Latin America.


GEOGRAPHIC REGIONS

North America
North America revenue in the second quarter of 20172018 was $2.8$3.8 billion, an 83% improvementa 38% increase compared to the second quarter of 2016, with increases across almost all2017. This improvement was driven by increased activity throughout the United States land sector in the majority of our product service lines, primarily related to pressure pumping services, drilling activity, completion tool salesservices, and logging services in the United States land market. This was driven by improved customer demand in our United States land sector with increases in both pricing and utilization.artificial lift.

Latin America
Latin America revenue in the second quarter of 20172018 was $508$479 million, a 7% increase6% decrease compared to the second quarter of 2016,2017, resulting primarily as a result of increased pressure pumpingfrom reduced activity in Venezuela and lower drilling activity in Colombia and drilling and stimulation activity in Brazil,Mexico. These results were partially offset by decreasesincreases in drilling activitythe majority of our product service lines in Mexico.Argentina, primarily associated with stimulation services.

Europe/Africa/CIS
Europe/Africa/CIS revenue in the second quarter of 20172018 was $679$726 million, a decline of 15%7% increase compared to the second quarter of 2016. The decreases during the quarter were2017, primarily from lower completion tool sales in Angola and Nigeria, reduced drilling activity in the North Sea and Angola, and lower activity fordue to higher pressure pumping services throughout the region.region, coupled with increased activity in the North Sea. These decreasesresults were partially offset by improved resultsactivity reductions in Russia for cementing and fluid services.Angola.

Middle East/Asia
Middle East/Asia revenue in the second quarter of 20172018 was $1.0$1.1 billion, a reduction of 5%an 11% increase compared to the second quarter of 2016, due to reduced2017, primarily resulting from increases in drilling services and stimulation activity and direct sales throughoutin the region, specifically in IndonesiaMiddle East and Thailand, partially offset by improved project management activity in Iraq.India.

OTHER OPERATING ITEMS

Corporate and other expenses decreasedwere $71 million in the second quarter of 2018 compared to $114 million in the second quarter of 2017, compared to $3.6 billion of expenses in the second quarter of 2016. During the second quarter of 2017, we incurredwhich included approximately $42 million of one-time charges for executive compensation and litigation settlements, the majority of which related to the anticipated resolution of an SEC investigation and one-time executive compensation charges. See Note 5 to the condensed consolidated financial statements for further information. During the second quarter of 2016, we incurred a $3.5 billion charge for a merger termination fee and related costs.investigation.

Impairments and other charges were $262 million in the three months ended June 30,second quarter of 2017, which related toassociated with a fair market value adjustment related to an expected exchangeVenezuela. There were no such charges in the second quarter of receivables from our primary customer in Venezuela for an interest-bearing promissory note. See “Business Environment and Results of Operations” for further discussion. This compares to $423 million in company-wide charges during the three months ended June 30, 2016, which consisted of severance costs, asset impairments and write-offs, and a loss on exchange for a promissory note in Venezuela.2018.

NONOPERATING ITEMS

Interest expense, net decreased $75 million in the second quarter of 2017, compared to the second quarter of 2016, primarily due to interest savings from the early extinguishment of $1.4 billion of senior notes in the first quarter of 2017.

Effective tax rate. During the three months ended June 30, 2018, we recorded a total income tax provision of $125 million on pre-tax income of $633 million, resulting in an effective tax rate of 19.8%. Our effective tax rate for this period was impacted by the lower corporate rate from U.S. tax reform. During the three months ended June 30, 2017, we recorded a total income tax benefit of $29 million on a pre-tax loss of $1 million, which included approximatelymillion. Our effective tax rate for this period was impacted by a low level of earnings and a net $20 million tax benefit associated with global prior year audits. During the three months ended June 30, 2016, we recorded a total income tax benefit of $902 million on pre-tax losses of $4.1 billion. TheOur effective tax rates infor both periods were also impacted by thea geographic mix of earnings for the respective periods.


Six Months Ended June 30, 20172018 Compared with Six Months Ended June 30, 20162017
REVENUE:Six Months Ended
June 30
FavorablePercentageSix Months Ended
June 30
FavorablePercentage
Millions of dollars20172016(Unfavorable)Change20182017(Unfavorable)Change
Completion and Production$5,736
$4,438
$1,298
29 %$7,971
$5,736
$2,235
39 %
Drilling and Evaluation3,500
3,595
(95)(3)3,916
3,500
416
12
Total revenue$9,236
$8,033
$1,203
15 %$11,887
$9,236
$2,651
29 %
    
By geographic region:        
North America$5,001
$3,310
$1,691
51 %$7,351
$5,001
$2,350
47 %
Latin America971
1,017
(46)(5)936
971
(35)(4)
Europe/Africa/CIS1,283
1,573
(290)(18)1,442
1,283
159
12
Middle East/Asia1,981
2,133
(152)(7)2,158
1,981
177
9
Total revenue$9,236
$8,033
$1,203
15 %$11,887
$9,236
$2,651
29 %

OPERATING INCOME:Six Months Ended
June 30
FavorablePercentageSix Months Ended
June 30
FavorablePercentage
Millions of dollars20172016(Unfavorable)Change20182017(Unfavorable)Change
Completion and Production$544
$(2)$546

$1,169
$544
$625
115 %
Drilling and Evaluation247
395
(148)(37)%379
247
132
53
Total791
393
398
101
1,548
791
757
96
Corporate and other(180)(4,163)3,983
96
(140)(180)40
22
Impairments and other charges(262)(3,189)2,927
92
(265)(262)(3)(1)
Total operating income (loss)$349
$(6,959)$7,308

Total operating income$1,143
$349
$794
228 %

Consolidated revenue was $9.2$11.9 billion in the first six months of 2017,2018, an increase of $1.2$2.7 billion, or 15%29%, as compared to the first six months of 2016,2017, with increases across all of our product service lines globally, primarily due to increased North Americaassociated with pressure pumping services, partially offset by reduced drilling activity on a global basis.and artificial lift in North America, as well as drilling activity in the Eastern Hemisphere. Revenue from North America was 62% of consolidated revenue in the first six months of 2018, compared to 54% of consolidated revenue in the first six months of 2017, compared to 41% of consolidated revenue inreflecting the first six months of 2016, which reflects the improvementincrease that our North America operations are experiencing as the oil and gas industry recovers.from improved market conditions.

Consolidated operating income was $349 million$1.1 billion in the first six months of 2018, compared to operating income of $349 million during the first six months of 2017, whichprimarily due to improved pressure pumping activity in North America. Operating results in the first six months of 2018 were impacted by $265 million of impairments and other charges related to Venezuela, while operating results in the first six months of 2017 included a $262 million pre-tax loss for a fair market value adjustment related to an expected exchange of receivables from our primary customerVenezuela. See Note 2 to the condensed consolidated financial statements for further information on the Venezuela charge taken in Venezuela for an interest-bearing promissory note. This compares to an operating loss of $7.0 billion during the first six monthsquarter of 2016, which includes $4.1 billion for a merger termination fee and related costs and $3.2 billion of impairments and other charges. Additionally, operating results improved primarily from increased activity, utilization and pricing associated with pressure pumping services.2018.

OPERATING SEGMENTS

Completion and Production
Completion and Production revenue in the first six months of 20172018 was $5.7$8.0 billion, an increase of $1.3$2.2 billion, or 29%39%, from the first six months of 2016.2017. Operating income in the first six months of 20172018 was $544 million,$1.2 billion, compared to an operating lossincome of $2$544 million in the first six months of 2016. Improved operating results2017. Improvements were primarily related toled by increased activity utilization and pricingacross all of our product service lines in the United States land sector, primarily associated with pressure pumping services in the United States land market. International revenue declined as a result of reductions in completion tool sales across all regions and artificial lift. Additionally, results improved due to pressure pumping services in Europe/Africa/CIS.CIS, along with increased stimulation and production solutions activity in the Middle East.

Drilling and Evaluation
Drilling and Evaluation revenue in the first six months of 20172018 was $3.5$3.9 billion, a decreasean increase of $95$416 million, or 3%12%, from the first six months of 2016.2017. Operating income in the first six months of 20172018 was $247$379 million, a decreasean increase of $148 $132

million, or 37%53%, compared to the first six months of 2016.2017. These reductionsincreases were experienced across the majority of our

product service lines, particularlyprimarily due to increased drilling and logging activity decreases, as well as pricing pressures in the United States land sector and Eastern Hemisphere. The reductionsPartially offsetting these results were partially offset by an increaseactivity declines across multiple product lines in Latin America, primarily drilling and logging activity in our North America operations.activity.

GEOGRAPHIC REGIONS

North America
North America revenue in the first six months of 20172018 was $5.0$7.4 billion, a 51%47% increase compared to the first six months of 2016.2017. These results were driven by improved customer demand in our United States land sector, with increases in both pricing and utilization, primarily related to pressure pumping services, drilling activityservices, and completion tool sales.artificial lift.

Latin America
Latin America revenue in the first six months of 20172018 was $971$936 million, a 5% reduction4% decrease compared to the first six months of 2016,2017, resulting primarily due to reducedfrom activity in the majority of ourdeclines across multiple product service lines in Venezuela, and Mexico, as well as reduced completion tool salesdecreases in Brazil and drilling activity in Argentina.Mexico. These decreasesresults were partially offset by increasedincreases in stimulation and drilling activity in Brazil, increased activity for pressure pumping, drilling and logging services in Colombia, and improved drilling and project management activity in Ecuador.Argentina.

Europe/Africa/CIS
Europe/Africa/CIS revenue in the first six months of 20172018 was $1.3$1.4 billion, an 18% decreasea 12% increase from the first six months of 2016,2017, primarily resulting from a reductiondue to increased activity in well completion services andthe North Sea, particularly pressure pumping and drilling services. These results were partially offset by activity across the region, as well as reductions in drilling services and completion tool sales in Nigeria, and drilling and logging activity in Angola.

Middle East/Asia
Middle East/Asia revenue in the first six months of 20172018 was $2.0$2.2 billion, a 7% decrease9% increase from the first six months of 2016, due to pricing pressure2017, primarily resulting from increases in drilling services and reduced drillingstimulation activity in the Middle East a decrease in activity for the majority of our product service lines in Indonesia, and reduced drillingconsulting and logging activity in Thailand. These decreases were partially offset by improved project management activity in Iraq and higher stimulation activity in the Middle East.India.

OTHER OPERATING ITEMS

Corporate and other expenses were $140 million in the first six months of 2018 compared to $180 million in the first six months of 2017, compared to $4.2 billion in the first six months of 2016. During the first six months of 2017, we incurredwhich included approximately $42 million of one-time charges for executive compensation and litigation settlements, the majority of which related to the anticipated resolution of an SEC investigationinvestigation.

Impairments and one-time executive compensation charges.other charges were $265 million in the six months ended June 30, 2018, related to a write-down of all of our remaining investment in Venezuela. See Note 52 to the condensed consolidated financial statements for further information. During the first six monthsof 2016, we incurred $4.1 billiondiscussion on this charge and Part II, Item 1(a), “Risk Factors” for additional information on risks associated with our operations in Venezuela. This compares to $262 million of charges for a merger termination fee and related costs.

Impairments and other charges were $262 million in the six months ended June 30, 2017, related toassociated with a fair market value adjustment related to an expected exchange of receivables from our primary customer in Venezuela for an interest-bearing promissory note. See “Business Environment and Results of Operations” for further discussion. This compares to $3.2 billion in company-wide charges during the six months ended June 30, 2016, which consisted of fixed asset impairments and write-offs, inventory write-downs, impairments of intangible assets, severance costs, facility closures, a loss on exchange for a promissory note in Venezuela, and other charges.Venezuela.

NONOPERATING ITEMS

Interest expense, net was $363$277 million in the first six months of 2017,2018, as compared to $361$363 million of net interest expense in the first six months of 2016. During the first quarter of 2017, we incurredwhich included $104 million inof costs related to the early extinguishment of $1.4 billion of senior notes, while in the second quarter of 2016 we incurred $41 million of debt redemption fees and associated expenses related to the $2.5 billion of debt mandatorily redeemed. The first six months of 2017 reflects the corresponding interest savings from these debt payments.notes.

Effective tax rate. During the six months ended June 30, 2018, we recorded a total income tax provision of $267 million on pre-tax income of $822 million, resulting in an effective tax rate of 32.5%. Our effective tax rate for this period was significantly impacted by the write-down of our investment in Venezuela, which was not tax-deductible, and by additional accrued local Venezuela taxes we recognized in our tax provision. See Note 2 to the condensed consolidated financial statements for further information. Additionally, our effective tax rate for this period was impacted by the lower corporate rate from U.S. tax reform. During the six months ended June 30, 2017, we recorded a total income tax benefit of $54 million on pre-tax losses of $58 million, which included approximatelymillion. Our effective tax rate for this period was impacted by a low level of earnings and a net $20 million tax benefit associated with global prior year audits. During the six months ended June 30, 2016, we recorded a total income tax benefit of $1.8 billion on pre-tax losses of $7.4 billion. TheOur effective tax rates infor both periods were also impacted by thea geographic mix of earnings for the respective periods.
.


ENVIRONMENTAL MATTERS

We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. For information related to environmental matters, see Note 56 to the condensed consolidated financial statements.

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Forward-looking information is based on projections and estimates, not historical information. Some statements in this Form 10-Q are forward-looking and use words like “may,” “may not,” “believe,” “do not believe,” “plan,” “estimate,” “intend,” “expect,” “do not expect,” “anticipate,” “do not anticipate,” “should,” “likely” and other expressions. We may also provide oral or written forward-looking information in other materials we release to the public. Forward-looking information involves risk and uncertainties and reflects our best judgment based on current information. Our results of operations can be affected by inaccurate assumptions we make or by known or unknown risks and uncertainties. In addition, other factors may affect the accuracy of our forward-looking information. As a result, no forward-looking information can be guaranteed. Actual events and the results of our operations may vary materially.

We do not assume any responsibility to publicly update any of our forward-looking statements regardless of whether factors change as a result of new information, future events or for any other reason. You should review any additional disclosures we make in our press releases and Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. We also suggest that you listen to our quarterly earnings release conference calls with financial analysts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7(a), “Quantitative and Qualitative Disclosures About Market Risk,” in our 20162017 Annual Report on Form 10-K. Our exposure to market risk has not changed materially since December 31, 20162017.

Item 4. 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 June 30, 20172018 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 quarter ended June 30, 20172018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings

Information related to Item 1. Legal Proceedings is included in Note 56 to the condensed consolidated financial statements.

Item 1(a). Risk Factors

The statements in this section describe the known material risks to our business and should be considered carefully. The risk factor below updates the respective risk factor previously discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017. As of June 30, 2017,2018, there have been no other material changes in risk factors previously disclosed.

Our business in Venezuela subjects us to actions by the Venezuelan government, sanctions imposed or other regulatory actions taken by the U.S. and foreign governments, the risk of delayed payments and currency risks, all of which could have a material adverse effect on our liquidity, consolidated results of operations and consolidated financial condition.
We believe thereThere are risks associated with our operations in Venezuela, which continues to experience significant political and economic turmoil, including the possibility that the Venezuelan government could assume control over our operations and assets.turmoil. The political and economic conditions have deteriorated further in 2017,continued to deteriorate through the second quarter of 2018, leading to uncertainty in the future business climate, the state of security and governance of the country. This environment increases the risk of civil unrest, armed conflicts, adverse actions by the government of Venezuela, orincluding the possibility that the Venezuelan government could assume control over our operations and assets, and imposition of additional sanctions or other actions by the U.S. and foreign governments that may restrict our ability to continue operations or realize the value of our assets. On July 26,In 2017, the U.S. Government announced sanctions on 13directed at certain Venezuelan individuals including a current employeeand imposed additional economic sanctions around certain categories of trade financing transactions in Venezuela. These sanctions prohibit dealings by our U.S. employees and entities in certain new debt issued by our primary customer in Venezuela. This development could delayVenezuela or prevent our abilitythe Venezuelan government as well as dealings in existing Venezuelan government bonds. In February 2018, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury issued additional guidance on these sanctions which purports to executeprohibit the promissory note exchange discussed furtheracceptance of late payments beyond the tenor authorized by the sanctions. For debts incurred subsequent to August 25, 2017 related to products and services provided to customers subject to these sanctions, we can no longer accept payment on receivables with a maturity longer than 90 days in Note 2 to the condensed consolidated financial statements. While sanctions have not been imposed against our primary customer, thereabsence of an OFAC license. There can be no assurance that such sanctions,an OFAC license will be granted or that other sanctions affecting our business in Venezuela will not be imposed in the future. Any such sanctionsfuture that may have a material adverse effect on our ability to operate in Venezuela.

We have continued to experience delays in collecting payments on our receivables from our primary customer in Venezuela. IfVenezuela, including recent delays in multiple scheduled payments on our existing promissory note. On January 29, 2018, the Venezuelan government announced that it has changed the existing dual-rate foreign exchange system by eliminating the DIPRO foreign exchange rate, which was 10 Bolívares per United States dollar, and that all future currency transactions would be carried out at the DICOM floating rate, which was approximately 50,000 Bolívares per United States dollar at March 31, 2018. These events regarding foreign exchange and U.S. sanctions, combined with continued deteriorating political and economic conditions continue to worsenin Venezuela and ongoing delayed payments on existing accounts receivable with customers in the country, created significant uncertainties regarding the recoverability of our investment. As such, we determined it was appropriate to write down all of our remaining investment in Venezuela during the first quarter of 2018, which resulted in a $312 million charge, net of tax, in our condensed consolidated statements of operations. The DICOM floating rate further devalued in the second quarter of 2018, and we experience further delays or failure in receiving payment on these receivables, including any default on our current and expected promissory notes, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.was approximately 115,000 Bolívares per United States dollar at June 30, 2018.

The future results of our Venezuelan operations will be affected by many factors, including the foreign currency exchange rate, actions of the Venezuelan government, and general economic conditions such as continued inflation, andexisting or future sanctions, future customer paymentsspending and spending.the ability of our primary customer to pay its debts. For further information, see Note 2 to the condensed consolidated financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Business Environment and Results of Operations - International operations - Venezuela."


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Following is a summary of our repurchases of our common stock during the three months ended June 30, 20172018.
PeriodTotal Number
of Shares Purchased (a)
Average
Price Paid per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans or Programs (b)
Maximum
Number (or
Approximate
Dollar Value) of
Shares that may yet
be Purchased Under the Program (b)
Total Number
of Shares Purchased (a)
Average
Price Paid per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans or Programs (b)
Maximum
Number (or
Approximate
Dollar Value) of
Shares that may yet
be Purchased Under the Program (b)
April 1 - 3011,093
$49.08$5,700,004,37312,199
$50.03$5,700,004,373
May 1 - 31396,577
$45.81$5,700,004,373232,541
$52.82$5,700,004,373
June 1 - 30169,767
$45.30$5,700,004,373307,195
$48.43$5,700,004,373
Total577,437
$45.72 551,935
$50.31 

(a)
All of the 577,437551,935 shares purchased during the three-month period ended June 30, 20172018 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 stock.

(b)
Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $5.7 billion remains authorized for repurchases as of June 30, 20172018. From the inception of this program in February 2006 through June 30, 20172018, we repurchased approximately 201 million shares of our common stock for a total cost of approximately $8.4 billion.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety 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 under the Federal Mine Safety and Health Act of 1977. 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 and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report.

Item 5. Other Information

None.


Item 6. Exhibits

*10.1
   
*10.2
   
*10.3
*†10.4
   
10.4
*10.5
10.6
10.7
10.8
10.9
10.10
   
*12.1
   
*31.1
   
*31.2
   
**32.1
   
**32.2
   
*95
   
*101.INSXBRL Instance Document
*101.SCHXBRL Taxonomy Extension Schema Document
*101.CALXBRL Taxonomy Extension Calculation Linkbase Document
*101.LABXBRL Taxonomy Extension Label Linkbase Document
*101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*101.DEFXBRL Taxonomy Extension Definition Linkbase Document
   
 *Filed with this Form 10-Q.
 **Furnished with this Form 10-Q.
 Management contracts or compensatory plans or arrangementsarrangements.

SIGNATURES


As required by the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on behalf of the registrant by the undersigned authorized individuals.

HALLIBURTON COMPANY

/s/ Christopher T. Weber/s/ Charles E. Geer, Jr.
Christopher T. WeberCharles E. Geer, Jr.
Executive Vice President andVice President and
Chief Financial OfficerCorporate Controller


Date: July 28, 201727, 2018


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