Christian Garcia - Vice President, Investor Relations Dave Lesar - Chief Executive Officer Mark McCollum - Chief Financial Officer Tim Probert - Executive Vice President, Strategy and Corporate Development

Alan Laws - Merrill Lynch Ole Storer - Morgan Stanley Jim Crandell - Barclays Capital Dave Anderson - UBS David Smith - J.P. Morgan Charles Minervino - Goldman Sachs Bill Herbert - Simmons & Company International Jeff Tillery - Tudor Pickering & Co.

Securities Robin Shoemaker - Citigroup Wagar Syed - Tristone Capital Inc. Pierre Conner - Capital One Southcoast, Inc.

Kurt Hallead - RBC Capital Markets

Today's call is being webcast and a replay will be available on Halliburton's website for seven days. A podcast download will also be available.

The press release announcing the third quarter results is available on the Halliburton website. Joining me today are Dave Lesar, CEO, Mark McCollum, CFO, and Tim Probert, Executive Vice President, Strategy and Corporate Development.

In today's call Dave will provide opening remarks, Mark will discuss our overall financial performance and liquidity position, and Tim will provide comments on our operations and business outlook. We will welcome questions after we complete our prepared remarks.

Before turning the call over to Dave, I'd like to remind our audience that some of today's comments may include forward-looking statements reflecting Halliburton's views about future events and their potential impact on performance. These matters involve risks and uncertainties that could impact operations and financial results and cause our actual results to differ from our forward-looking statements.

These risks are discussed in Halliburton's Form 10-K for the year ended December 31, 2007, our Form 10-Q for the quarter ended June 30, 2008, and recent current reports on Form 8-K. Please note that we will be using the term international to refer to our operations outside the U.S.

and Canada, and we will refer to the combination of U.S. and Canada as North America.

Now I'll turn the call over to Dave Lesar.

In the third quarter the stock and commodity markets saw unprecedented volatility which, of course, has been very unsettling to investors. Amidst all this, we have remained very focused on delivering solid growth and returns while executing on our strategy of balancing our portfolio both geographically and by product service line.

I'm happy to share with your our third quarter results today. Third quarter operating income reached a new milestone with over $1 billion generated for the first time in operating income.

All of our product service lines had record revenues. The company posted year-over-year revenue growth of 24%, with our International business registering growth of 25%.

Latin America continued its momentum, with 42% revenue growth over prior years, and International margins of 22% exceeded our stated target. Currently we've not experienced any business impact from the equity and credit market volatility, and despite the growing prospects of a global economic slowdown and related decrease in hydrocarbon demand, we continue to believe in the long-term fundamentals of the oil and gas industry.

We expect that any major macroeconomic disruptions will ultimately correct themselves as the underlying trends of smaller and more complex accumulations, higher depletion rates, and a need for continued reserve replacement will drive the long-term demand for our services. We remain committed to investing in technology and appropriate levels of capital and infrastructure to ensure we align ourselves with the industry's long-term growth trajectory.

Let me now turn to the results of North America and discuss our prospects for the remainder of the year and onward. North America revenue for the quarter grew a solid 13% sequentially despite the hurricane disruptions.

We have previously stated that the shift toward new emerging plays will benefit our differentiated technologies, and we started to see evidence of this in the third quarter. Our U.S.

Land operations showed strong sequential growth of 13%, as it benefited from the higher technical requirements needed to unlock the value of these new resource plays. For instance, Sperry's revenue growth of 16% sequentially resulted from good penetration of our MWD and LWD technologies.

North American margins of 25% reflect strong performance in U.S. Land due to higher activity and the success of our surcharge program.

The uptick in margin performance in U.S. Land overcame the impact of the hurricane and the two gains recognized on the sale of assets in the second quarter, resulting in flat North American margins sequentially.

The drop in natural gas prices is creating uncertainty on future activity levels, and it's caused some of our E&P customers to adjust the level of the capital expenditures. Despite this, we see secular trends in the market could provide us with unique opportunities.

First, as operators make modifications to their drilling plans, their capital expenditure cuts appear to be directed primarily towards conventional and shallower drilling activities, preserving their focus on unconventional plays where we have a stronger position. This can translate to a more favorable business mix for us, utilizing our services and technology intensive offerings.

Second, access to capital may constrain the growth of service industry capacity. The inability of some service providers to raise capital to lead to a tightening of supply and this, along with favorable activity mix, creates the opportunity for market share gains in a constrained activity environment.

And third, our strategy of aligning our people and equipment to the largest players in North America should temper the impact of a slowdown to our business while production levels adjust to balance the supply and demand relationship. A significant portion of our revenues in North America consists of large independents and international oil companies.

These large independents and IOCs tend to have longer drilling plans and they're not as vulnerable as private E&Ps for the short-term fluctuations in the commodity markets. If we have spare capacity available we will then be able to serve other customers in the market.

And finally, we believe that the natural gas market has been and will continue to be self-correcting. These trends may not entirely counteract the effects of a slowdown in activity, however we think we're in a good position to handle any operational downturn and we will use this environment to strengthen the long-term health of our U.S.

franchise. Turning to our International business, revenue continues its upward momentum, with 25% year-over-year growth led by Latin America growing by more than 40%.

All of our key markets in Latin America have grown substantially, but most notable is Brazil, where we experienced year-over-year growth of 70% in the third quarter. We have seen higher utilization of our reservoir evaluation and sand control technologies and expect to see continued growth in this market as we assist Petrobras and other IOCs in their deepwater projects.

Sequentially, International revenues and operating income were up 4% and 5%, respectively, as all regions except Europe/Africa saw a good flow through from increased revenue. Europe/Africa operating income was down 6% sequentially as some contracts in the North Sea have expired and we are currently redeploying equipment and personnel to [break in audio] locations.

Additionally, we experienced increased operational costs and an unfavorable business mix in West Africa. International margins for the quarter were 22%.

As we mentioned in previous calls, we will see regional fluctuations between quarters depending on where projects are mobilized and started. Our International business has not yet experienced the impact of the weakening global economy or the decline in commodity prices.

At this time, barring a significant or prolonged global recession, we expect that our International growth will continue, perhaps albeit at a slower rate than 2008. Now let me turn the call over to Mark, who'll provide more details on our financial performance.

I'll begin with our operational highlights and I'll be comparing our third quarter results sequentially to the second quarter. Our revenue in the third quarter was $4.9 billion, up $366 million or 8% from the second quarter, led by Production Enhancement, which registered growth of 15%.

On a geographic basis, North America led all regions with 13% growth driven by higher activity in U.S. Land and a seasonal recovery in Canada.

This was partially offset by a decline in the Gulf of Mexico due to the hurricanes. Operating income increased $102 million or 11% from the second quarter of 2008, representing incremental margins of 28%.

Our third quarter results included a $22 million WellDynamics acquisition-related charge which was included in Corporate and Other. Our second quarter results included a $25 million gain on the sale of two investments which was recognized in North America in the Drilling and Evaluation segment and a charge of $30 million for the settlement of the ReedHycalog patent dispute, which was included in Corporate and Other.

Now I'll highlight the segment results: Completion and Production revenue increased $227 million or 9% from the second quarter, while operating income increased $99 million or 18%. The higher revenue was led by Production Enhancement, driven by increased activity in U.S.

Land, the seasonal recovery in Canada from spring breakup, and completions activity in Brazil. Looking at Completion and Production on a geographic basis, North America Completion and Production revenue increased 15% due to strong activity for U.S.

Land in Canada, partially offset by decreased revenue in the Gulf of Mexico due to the hurricanes. Operating income was up 28% due to better fleet utilization in U.S.

Land and Canada. Third quarter operating income also reflected the benefit of successfully negotiating fuel surcharges in the second quarter, which contributed approximately 70 basis points in sequential margin improvement.

These surcharges are generally billed on a one-quarter lag and reflect the higher fuel costs we experienced in the second quarter. Since fuel costs have moderated in the third quarter, we don't expect as much impact on margins in the fourth quarter.

Also, as we've seen in previous years, we expect activity will decline in the fourth quarter due to environmental stipulations in the Rockies and the extended holiday weekends. In Latin America, Completion and Production revenue increased 16% in the third quarter due to strong activity in Mexico, Brazil and Colombia.

We experienced increased demand for completions and sand control systems across all areas of the region, but most notably in Brazil, where we've seen good application of our completions technologies in deepwater activity. In the Europe/Africa CIS region, Completion and Production revenue increased 2% and operating income was flat compared to second quarter levels.

Strong activity in the Caspian and higher vessel utilization and pipeline processing activity in the North Sea were offset by the absence of a favorable pricing adjustment recognized in the second quarter in West Africa. In addition, we experienced higher completion tool sales in Libya.

In Middle East/Asia, Completion and Production posted a sequential revenue decrease of 4% as decreased regional cementing activity and lower completion tool sales were partially offset by higher Production Enhancement activity in Australia and in India. Despite lower revenue, the segment had an increase in operating income of 2% due to a favorable mix in completion tools.

Now turning to our Drilling and Evaluation segment, revenue increased $139 million or 7%, with strong sequential revenue growth in all product service lines. Operating income, however, declined by 2% due to the impact from hurricane disruptions and the gains we recognized last quarter from the sale of two investments.

Further, the second quarter for D&E was also favorably impacted by a pricing adjustment in West Africa. In North America, Drilling and Evaluation revenue increased 9%, led by Sperry with sequential growth of 16% as this product line continues to benefit from the trend of increased horizontal drilling.

Further, all product lines benefited from the seasonal recovery in Canada. Operating income for the quarter decreased 12% due to the impact of the hurricane disruptions and the gain on the asset sales last quarter.

D&E's Latin America revenue increased 2%, driven by increased utilization of MWD, LWD technologies by Petrobras for their deepwater projects. Additionally, we saw strong demand for our fluid services in Venezuela this quarter.

These increases were partially offset by lower drilling activity in Northern Mexico due to weather-related issues and lower efficiencies delivering [civil] works on well locations. This lower activity, along with unfavorable mix for Sperry in Ecuador, resulted in D&E's Latin America operating income being down 9%.

With regard to the Alliance II project in Southern Mexico, we are currently operating on seven PEMEX-supplied rigs, but right now we anticipate no additional rigs for the remainder of the project. In the Europe/Africa region, Drilling and Evaluation revenue increased 1% while operating income declined 10%.

As mentioned, the second quarter included a favorable pricing adjustment in West Africa which impacted the comparisons between the quarters. In addition, we had weaker results in the North Sea and we'll be redeploying equipment to other locations.

A highlight for this region is the continued growth of directional drilling technologies in Russia. For the third quarter, Sperry in Russia grew 31% from the prior year.

Drilling and Evaluation revenue and operating income in the Middle East/Asia region grew 14% and 29%, respectively. The increase was driven by higher activity in Sperry across the region, with sequential revenue growth of 22%.

Additionally, we experienced strong wireline and baroid revenues in Asia. Now I'll address some additional financial items.

As you know, we've worked very hard to reduce our leverage and improve our liquidity and credit profile in recent years. We currently have $2.8 billion of debt outstanding, down from $3.9 billion at the end of 2004.

Our debttototalcapital ratio stands at 27%, down from 50% at year end 2004. We have an undrawn $1.2 billion revolving credit facility that extends to July 2012, and we just entered into an additional six-month revolving credit facility on similar terms that adds another $400 million of credit capacity should we need it to fund operations.

The convertible bonds outstanding at the end of the second quarter, which represented an approximately $2.7 billion total liability, has been extinguished. We were able to pay it off in the third quarter with a combination of cash on hand, the issuance of treasury stock, and the proceeds from a new $1.2 billion bond offering during the early part of September before the credit markets became difficult.

While we took an accounting charge of $693 million, representing the cash portion of the premium paid, this transaction had the impact of reducing our fully diluted share count by approximately 15 million shares. At September 30, 2008 we held $973 million of cash and cash equivalents.

We manage our cash investments conservatively and are currently investing principally in U.S. Treasury securities and repurchase agreements backed by U.S.

Treasuries. We suffered no losses to date in our cash investment portfolio despite meltdowns in several sectors of the money markets.

The effective tax rate for continuing operations was 106% for the third quarter of 2008. Excluding the non-tax deductible loss of $693 million on the note redemption, the effective tax rate was slightly above the guidance we provided in the second quarter.

The sequential increase in the tax rate was driven by higher relative earnings from the United States versus foreign subsidiaries this quarter. We expect our fourth quarter 2008 effective tax rate to return to the 30% to 32% range.

We expect our depreciation, depletion and amortization will continue to average approximately $190 million for the fourth quarter. And finally, we're marginally lowering our capital expenditures guidance for full year 2008 to $1.8 to $1.9 billion due largely to the temporary shutdown of manufacturing in our Houston area plants because of the hurricane that directly hit the city.

Dave provided commentary on our strong quarter [break in audio] in North America, and I would like to add some thoughts on this because it has important implications for our business in 2009. He noted the natural gas supply/demand balance has been exacerbated by the credit crunch and will lead to drilling activity below current levels in 2009.

Here, the ongoing shift from conventional to unconventional drilling will continue to influence Halliburton's business. Service intensity for our stimulation business expresses revenue per well has grown 15% annually since the first quarter of 2006 as the activity mix has changed towards these more [break in audio] wells.

Also, horizontally directed rigs have increased to roughly 30% of total rigs active in the U.S. in response to their use to develop these shale resources.

These wells translate to a service intensity of between two and five times greater than those of a conventional vertical well. Technology continues to be a significant differentiator.

This quarter we closed the acquisition of Pinnacle Technologies from CARBO Ceramics, and are pleased to welcome the 150 or so Pinnacle professionals to the organization. Pinnacle's stimulation monitoring and analysis services minimize fracturing uncertainty, rapidly verify [inaudible], and optimize reservoir drainage.

Pinnacle is also a catalyst for our VeriStim service, a key workflow of our digital asset, which combines microseismic monitoring with distributed temperature sensing and a variety of post-well tools to deliver the most effective hydrocarbon recovery from the asset. In summary, we expect differentiated technology and this strong service intensity trend to provide a favorable overlay for Halliburton on reduced 2009 North America rig count.

For our International business, while macroeconomic uncertainties cloud our view at this point, we still believe growth will continue in the fourth quarter and in 2009, but at a lower rate than that which we have experienced in the first three quarters of 2008. As our International customers prioritize their activities, it's likely we may experience delay or curtailing of some new projects, notably new heavy oil and potentially some GTL projects.

We may also see a slightly increased orientation away from exploration and towards production and development projects as 2009 unfolds.

Let me finish up by just saying that we had another solid quarter, strong revenue and margin growth. However, the global events that have transpired in the last few weeks have produced an environment of uncertainty.

However, in North America we believe our customer concentration, differentiated technologies, and position in more service-intensive assets should enable us to manage our way through any reduction in overall activity. Internationally, we continue to expect growth as we leverage our worldwide infrastructure, but perhaps at a slower rate than 2008.

Long-term, we continue to believe that the fundamental trends in this industry will favor our company's expertise in well construction and production technologies. I want to thank all of our 55,000 plus employees for their achievements this quarter.

Let's go ahead now and open it up for questions.

You made some comments around looking longer term for what remains really a pretty attractive oil service horizon. Can you give us your early thoughts on Capex in 2009 given the developing backdrop?

Schlumberger noted, kind of looking at it, maybe cutting in the second half and Weatherford cut theirs this morning. Is there any opportunity if you were to keep it higher to gain share?

With respect to capital spending, as Mark mentioned, it's going to be slightly lower than we had previously forecast for 2008, and we're obviously monitoring it very closely as we move into 2009. The key issue for us is essentially the lead time that's associated with the manufacture of our capital equipment, and that actually has shrunk a little bit from actually close to a year approximately six to nine months ago to a sort of three-month to nine-month timeframe depending on the product itself.

So that gives us the ability to respond appropriately for the circumstances as they arise.

So you're more nimble and efficient now in your manufacturing side?

I think, yes. I think as you probably know, we've invested in international supply chains, which have given us the opportunity to essentially shorten our supply lines and give us a little bit more flexibility in response to emerging market conditions.

Would those be the areas that would be most vulnerable if the slowdown were to get more severe?

The International markets? No, I think on the contrary.

I think, you know, traditionally the international projects that we see are longer term, they're larger, and they tend not to be disrupted in the same way that we see the sort of rapid volatility in the U.S. gas market.

You said in the release that most International projects are okay at current oil prices, kind of a qualified statement. What or where are you seeing projects potentially at risk?

So longer term or like a nearer term issue?

Well, the issue is always really sort of the cost of the marginal barrel. And the marginal barrel really sort of revolves primarily around obviously high cost elements of production.

And a good example of that would be new heavy oil projects, which obviously are going to be very challenged at prices that are sort of probably much below about $75.

You mentioned credit constraints with respect to potential stock ups in North America. There's been an army of smaller - I think they're pressure pumping entrants.

Can you talk a little bit about how you see that market unfolding and whether we could see some consolidation or some companies fail in their expansion ambitions?

Well, you know, I guess our comments are directly related to what we've seen in the press, just like you have. There are some of our customers who have been adjusting their capital plans going forward based on their individual credit situations and liquidity.

We expect that possibly that may persist and there may be others that could come in, but as we currently look at it, obviously it's difficult to say what people may do in the market, you know, with stock prices low, when everybody is sort of focusing on making sure that their liquidity positions are very strong. What we do know about the North American market is that it has the ability to turn very rapidly, and if people adjust their capital plans down and production falls with it, that the market may self-correct very quickly and we could find ourselves back in the game within a very short time period.

Yes, I think with respect to the service contractors that are out there, especially those that were privately financed that came into the pressure pumping markets, we believe that a downturn in North America markets will put pressure on their financial results and it's unlikely to attract the sort of additional equity necessary to continue to expand their fleets. And I think to answer your question, perhaps there will be opportunities for consolidation among that group.

When it comes to the International potential slowdown, what areas should we focus on, beyond exploration which is sort of [inaudible]. But what product lines?

Are there any product lines that could - we had another oil services company express some grave concerns about the impact on the sustainability of the global oil production base if we were to see Capex cuts. Could you talk a little bit about what your views are on that, what region you could see some slowdown, what product lines and what production implications that might have down the road?

If I could answer that question two ways, Ole, just first of all I think on the global supply/demand situation with respect to liquid hydrocarbons, you know, oil, essentially, I think we feel very positive about the long-term view because there really is still a pretty good tightness, really, between supply and demand given the fact that we really are in an era of quite significant acceleration in decline curves. And we think that this bears some close scrutiny and we really feel that for the long term this looks a very positive arena for our company and for the service industry in general.

Specifically with respect to particular product lines, I think that we've got a very good portfolio for the markets that we see going forward. We probably see, as you mentioned, these sort of obvious declines somewhat in exploration activities.

And as you know, we really are not heavily involved in sort of broad seismic acquisition and that's not an area that really impacts us. But we don't really see any particular areas within our portfolio that would be particularly a risk, I think, to the current environment internationally.

So with respect to Mexico or U.K. North Sea or Russia, you don't see any particular risk in any of those markets?

Well I think, as we mentioned before, that's where the cost of the marginal barrel is higher, so that's where the biggest risks are in place. And so by type of hydrocarbon, I guess I would say heavy oil is probably at greatest risk for new projects which are under way.

And, you know, those are projects which frankly we really hadn't expected to see come fully on stream until sort of 2014, 2015. But we will need that production by that time, we feel, and that obviously, if it's not there, then it means it puts more pressure on conventional production.

That's point number one. And point number two is there are certain basins and probably the U.K.

sector of the North Sea would be a good example of where we would expect to see perhaps a little more challenging environment than we've historically seen with high oil prices.

And then just finally, how flexible do you think you are in your organization in order to ride out what could come your way?

I think we're very flexible. I mean, we've got sort of a very geographically focused organization internationally and we're already in the process, in fact, of moving some equipment out of parts of the North Sea into other areas where we can utilize it more effectively in anticipation of some changes in that environment.

At this time would you think your annual renewals in U.S. pressure pumping would be up, down, flat or do you think the customers will want to defer decisions?

I think we actually were out in the Rockies earlier last week, and I think right now the discussions we're having generally with customers is to just renew with some negotiation the contracts that we have with them at this point in time. We don't see the sort of orgy of re-bidding that we saw this time a year ago.

Okay, so that should be fine with you, right, because you think that you'll continue your strategy of pushing through all cost increases on them?

We would hope to, sure.

I guess just going down the line of the Capex reductions we're hearing out there, it seems like most of the comments have been coming out of the small guys. I'm just wondering if you could just kind of talk specifically about your customers, about how they're reacting, I guess specifically comparing the integrated to large cap E&Ps versus the smaller E&Ps, and I guess also the private operators, which I suspect you have many fewer customers.

I guess, in other words, with the exception of a few, it seems this is kind of isolated to one certain area. Am I correct in that assumption or are you seeing it in other areas and it just hasn't materialized yet?

Dave, there's been about 10 companies which have come out and sort of made some significant modifications to their 2009 capital spending, and that's primarily been sort of focused on North America, of course. TNK-BP did also come out and make some adjustments, about a 9% reduction in their planned spending for 2009, but primarily focused in the U.S.

to this point.

And then if we could, I guess, take another follow up question on the capacity issue, I guess if you look at the [Spears] numbers, it looks like smaller players contributed about twothirds of the capacity the last couple of years. Is it fair to say in light of your comments so far you can safely see single-digit capacity expansion, pressure pumping and the like, for next year?

Very hard to predict exactly what that may look like. I think I'd just sort of perhaps draw your attention to the point that I made a little earlier, and that is that there still is a lead time obviously for new equipment which is being committed to a particular market.

That sort of seems to, for us at least, be between three to nine months, and so one can assume that orders that were placed perhaps six months ago may still find their way into the market unless there is some other reason for them not to do so.

First, regarding the redeployment of capital out of the North Sea, how much of that is high grading versus anticipation of a weaker market?

We're constantly sort of looking at our capital allocation and making sure that we allocate our capital in the most appropriate way for our shareholders. So I think that's a given.

But we definitely do see a slightly, for us, at least, a slightly weaker environment which would prompt that activity for us.

And also sorry if I missed this, but can you provide a rough split between C&P and D&E of the $33 million impact from the hurricanes?

Why not let us come back to you on that? We'll need to look that up.

We haven't publicly provided that yet.

You've been through a number of these natural gas cycles many times before. Can you talk us through some of the lessons you learned from the past down cycles or slowdowns in activity and kind of how that factors into how you're strategically preparing for this one in North America right now?

I think there's two or three lessons we've learned, and I think we've actually unfortunately gotten pretty good at this. One is that it's critical that you are aligned with the major players that are going to at least keep some of their rigs up and going as you go through one of these cycles.

And I think that, as we indicated earlier, our customer base tends to be the IOCs and the larger independents, so I think one, we have a customer base that we want to have. Two is basin knowledge.

We have concentrated our efforts with those customers in making sure that we understand the basins that we operate in and therefore make it very difficult for those customers to switch away from Halliburton because of the inherent knowledge and history we have of those locations. Thirdly, I think, is that these things can turn very quickly up and down, and basically to make sure that you keep your cost structure as variable as possible and don't get yourself into a big fixed cost position.

And I think that the last would be that we generally actually gain market share in a downturn, and I suspect that that may happen in this type of a situation because at this point in time our equipment is still sold out every day. And we have customers that are coming to us that some of these smaller providers that don't have the technology are currently assisting and are asking us to do their work.

So even if we do have some downturn among our existing customer base, there is built-in demand out there from other customers that we are currently not serving that we could go to. And so that's why I think we feel pretty confident that we could weather any up and down as well as anyone can.

Are there some shorter-term actions that you can take right now? And then is there like more of a medium-term plan if this kind of slowdown in activity lasts maybe more than just a couple of quarters?

Maybe you can just give us a sense of how long you're kind of positioning yourself for this slowdown activity to take place and what you would maybe need to do if it lasts longer than you expect.

Clearly, operationally one has to have a plan, a contingency plan in place to deal with that eventuality. And clearly, for us, that revolves around making sure that we have a good handle on our costs, that we're deferring any kind of unnecessary spending that can be deferred, and that we adjust the overall profile of our recruitment to ensure that we're balanced.

As you probably know, we've added some 14,000 people on board during the course of the last 12 months, and so we have a large intake of employees which needs to be adjusted to address the realities of the forward market.

The other side of that also, from a financial side, we're very focused on cash flow, our working capital, you know, managing our working capital effectively so that we don't let that get away from us. Our current working capital statistics are, in our view, at the top of the peer group, and we intend to make sure that they stay that way.

By the way, I was going to answer the question that was asked earlier about the hurricane impact on D&E and C&P. For Drilling and Evaluation, the revenue impact from the hurricanes was $40 million and the operating income impact was $27 million.

For the Completion and Production division, the revenue impact was $34 million and the operating income impact was $25 million.

A question with regard to contemplating possibilities and that is, in the event of a reasonably consequential contraction in drilling activity next year - pick a number, call it 300 to 500 rigs do margins get as weak as they did in 2001 and 2002 and, if not, why?

I think it's kind of helpful to sort of split the thought process up here, Bill, and get it into a couple of areas. And then first of all, I think it's appropriate for us to talk perhaps about oil and secondly maybe we can talk about gas.

Great.

Firstly, for oil, we've seen pretty healthy growth in all directed activity, running a little over 400 rigs is the total right now. That's about 22%, I think, in total rig count.

So it seems to us that unless we see a real collapse in liquids pricing, we could continue to see activity hold around that level. By the way, Halliburton has a real strong position in oil, particularly so, in pressure pumping in North America.

Now for gas, rigs peaked in Q3 at around 1,606 rigs or thereabouts, I think. And with the huge discount that the U.S.

gas trades relative to European and Asian supply, it seems to us that, as a result of that there really are a couple of questions. You know, how quickly do we get a demand/supply balance back in place in North America?

As a result of that, how many rigs need to come out and do the new shale plays such as the Haynesville, etc., really have a big impact on that and our ability to get back to balance. So a couple of thoughts for you.

You know, obviously new gas wells decline very quickly, well over 65% in the U.S. And while we will see some rig count reduction, the supply becomes meaningfully impacted relatively quickly.

And I don't think we can predict how many rigs are going to come out. You know, is it 100, 200, or is it more?

I don't think we know that. But the fact of the matter is I think we do believe this is a self-correcting mechanism.

And also, as Dave mentioned earlier and I mentioned in my comments, we're in quite a different situation here with respect to the sort of flight to quality here with respect to a number of these assets. That flight to quality really does provide us with some sort of favorable overlay.

So I can't predict what the margins are going to do, but I think what we can say is that we see this cycle as being a little different than those that we may historically seen in the past.

Which I would concur with, but I also reference the comment that you made earlier, roughly 10 E&P companies out with their budgets - and of course those are fluid, as we know, because, if you get a cold winter and stronger gas prices, spending will be better - but thus far their '09 budgets look to be 10% to 45% lower year-over-year versus '08 spending. So for the moment it looks lower.

By how much, time will tell. The second question is with regard to Mexico and bidding on the subsequent Chicontepec projects.

Hearing that PEMEX is looking for concessions on receivables, for example, from suppliers, I'm wondering if you could just sort of illuminate the whole bidding process with regard to substantial Chicontepec projects and are they asking for any concessions and, if yes, how do you respond to those?

Yes, Bill. To the best of our knowledge, these projects look like they're going to be delayed.

And, you know, what the profile of those projects will be when they sort of reemerge I think is clearly a question. So probably best for us to defer answering that until we've got a better view of what those packages may look like.

Could you talk a little bit about how you guys are thinking about your balance sheet and share repurchase? Should we think about that as kind of living within free cash flow and wanting to maintain kind of the billion dollars that you have on hand for flexibility?

Kind of how are you thinking about that?

You know, we did a little share repurchase in the third quarter, about $120 million, 3.5 million shares on top of the impact of the share reduction that happened as a result of the refinancing, the redemption and refinancing of the convertible bond. But that was all sort of before the credit markets got disrupted.

So we've got maybe about $1.8 billion of authorization left, but today, you know, in this environment, we're sort of operating by keeping our powder dry. You know, we think, just to say it another way, cash is king and it's important to make sure that we're maintaining our liquidity until we have a better view about where the market is going and if there is a downturn, how prolonged that downturn might be.

And at some point, when we feel that we've got a better view of that, then we'll reconsider going back into the market to repurchase shares.

And my follow up question, unrelated, you guys talked earlier about prospective '09 capital expenditure plans. Could you help us out in terms of how you're thinking about '09 International infrastructure costs?

So just trying to dial in or understand a little bit better, depending on what the revenue growth profile looks like, how much your fixed costs are growing internationally, kind of aside from just the typical equipment pieces.

Yes, obviously, as we mentioned before, monitoring the potential for 2009 capital very closely. But one this is for sure.

It is our objective to continue to drive balance in our operations globally, and so we will continue to invest in our international markets to sort of drive long-term growth. We have a strong feeling that the international markets, particularly the international oil markets, are a good long-term opportunity for the company.

I wanted to ask about - again, going back to the International revised growth outlook - you've had for the last two years very steady kind of year-on-year revenue growth of around 25%. And with the things you're talking about - slowing down heavy oil, gas to liquids projects; a little more development than exploration in the business mix - do you see a meaningful decline in that rate that you've sustained now for two years?

And if I may also ask about the margins, which have been very consistently in the 20% to 22% range each quarter going back a couple of years for International, how much impact could you see there with the slowdown you see in International revenue growth?

To sort of answer the first part of the question, I think it's really perhaps a little too earlier to say at the present time as we look forward. Our customers clearly are going to go through an analysis of their projects and reprioritize those, so it's really too early for us to say.

However, it continues to be our objective, as we've stated, our objective, that is, to drive our markets forward internationally in the 20% range. Now it remains to be seen whether or not the market will cooperate with us on that, but that continues to be our overall objective.

With respect to margins, I think it's just too early to say at the present time what the margin outlook might be.

If I may ask just one follow up, the acquisition market, could you describe what you might be looking for there? Now you mentioned that you're probably going to hold off on share repurchases.

Does that also mean that conserving cash would lead you to hold off on pursuing any acquisition opportunities, even in an environment where you may see some very attractive acquisition opportunities that would give you growth in the international markets?

Yes, I'll just sort of comment on our overall strategy and I'll let Mark perhaps follow up on that comment. But, I mean, I just really, really want to reiterate our overall strategy.

We're very focused from an acquisition standpoint on really two key elements, you know, those opportunities which provide us some technological opportunity to either expand an existing product offering or to fill a gap, and also geographically, where it may make sense for us to add some acquisitions. And that's obviously within the scope of the allowables, if you like, within our balance sheet.

Well and I think, as you pointed out, obviously preserving cash, keeping liquidity strength is an important aspect of what we're looking at given this period of uncertainty that we have. But our strategy remains the same, and our view is if an acquisition along the way that presents itself has compelling, very compelling economics, we will analyze that within our current liquidity outlook and do our best to try to continue to execute our strategy.

My question relates to the Manifa project. Have you started seeing revenues come in from there and what kind of sort of growth do you see in the fourth quarter and next year?

No, the Manifa project for us does not start until Q1. Drilling starts in Q1, and so we have not seen any revenues at this point.

Though we are just in the process of mobilizing for the project.

Previously you'd mentioned you were expecting it about in the fourth quarter, so there's been some delays there or am I mistaken originally it was supposed to be starting fourth quarter?

No, I think we've pretty much - we have certainly had no material delays in the startup of the project. The end of Q4, beginning of Q1 has always been kind of the target range.

Yes, I think what we've said in the past is that we would be incurring costs during the fourth quarter and would have perhaps hoped to have some revenue in in Q4. But right now it looks like we have the costs but the revenue will come into next year.

Maybe further to Bill's question on North American margins, I wanted to ask a little bit on the cost recovery piece of that. I think Mark mentioned 70 basis points of recovery were costs that were passed on, and so presumably that doesn't just go away.

You keep those recoveries on until your costs come down. And then, related to that - again, without repeating all the stuff that Bill was talking about - you did mention sort of the timeframe similar to '07.

I think you were speaking about the recovery and balance in the gas markets but, you know, '07, '06 margin compression, is that the kind of margin compression we could be looking at? Is that potentially what we'd be alluding to there?

Let me talk about the fuel surcharge and I'll let Tim sort of handle the second part of the question. On the fuel surcharges, again, it is a surcharge and what those agreements did was sort of establish a base level of cost that we were incurring for fuel and fuel-based chemicals and things like that prior to the run up in cost in the second quarter.

And it works on a one-quarter lag, so this quarter we were getting recovery for incremental costs incurred in the second quarter. And as you know, I mean, fuel prices decreased during the third quarter and so, while there might be a little bit that comes through, we don't expect to have a similar impact in the fourth quarter.

And the mechanism will adjust going forward as fuel prices move up or down.

And to the second part of your question with respect to margins, I think it's really too soon clearly for us to make any kind of prediction in terms of the impact on margins. I'd just simply sort of refer you back to the fact that I think we do feel there are a couple of - there's kind of an overlay with some mitigating elements here with respect to the sort of flight to quality that I sort of commented on earlier with respect to the assets that our customers are choosing to develop relative to some of their more traditional assets, which they're probably going to sit on for the time being.

I just had a question on, as we head out into 2009 with these Capex cuts, whether or not you think that it's going to be a lot more broader based across your product lines than what occurred in the late '06 and into '07. At that point it was, I think, predominantly just frac based.

You saw some pretty good strength in MWD, LWD, etc. So do you think that whatever downtick happens in '09, you think it's going to be more broad-based?

You know, again, as I mentioned before, too early to say, but, again, we've seen certainly a significant change in well construction activity since the last cycle. And that well construction activity change has really revolved around the increase in service intensity driven by horizontal wells.

So that's certainly something that we would need to take into account as we look forward because that clearly has a more positive element [break in audio] because horizontal rig activity probably will continue to rise as a percentage of total rig activity in the U.S.

And just as a follow up, any rough guidelines for us as to how much of your International business is already a lock for '09?

No, just as you know, typically North America tends to be on much shorter-term agreements. International agreements tend to be longer term, typically in the three to five-year range.

So that's really all we can say at the present time.

Okay, that will do it. We'd like to thank everyone for participating in today's call.