FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1997
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 1-3492
HALLIBURTON COMPANY
(a Delaware Corporation)
75-2677995
3600 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Telephone Number - Area Code (214) 978-2600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $2.50 per share:
Outstanding at April 30, 1997 - 126,469,187
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at March 31, 1997 and
December 31, 1996 2
Condensed Consolidated Statements of Income for the three
months ended March 31, 1997 and 1996 3
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1997 and 1996 4
Notes to Condensed Consolidated Financial Statements 5 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 10
PART II. OTHER INFORMATION
Item 6. Listing of Exhibits and Reports on Form 8-K 11 - 12
Signatures 13
Exhibits: Form of debt security of 7.53% Notes due May 1, 2017
Computation of earnings per common share for the three
months ended March 31, 1997 and 1996
Financial data schedule for the quarter ended March 31,
1997 (included only in the copy of this report filed
electronically with the Commission).
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
HALLIBURTON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions of dollars and shares)
March 31 December 31
1997 1996
--------------- ---------------
ASSETS
Current assets:
Cash and equivalents $ 85.4 $ 213.6
Receivables:
Notes and accounts receivable 1,392.6 1,413.4
Unbilled work on uncompleted contracts 305.4 288.9
--------------- ---------------
Total receivables 1,698.0 1,702.3
Inventories 320.6 292.2
Deferred income taxes, current 107.7 108.7
Other current assets 74.7 81.2
--------------- ---------------
Total current assets 2,286.4 2,398.0
Property, plant and equipment,
less accumulated depreciation of $2,280.1 and $2,269.2 1,387.9 1,291.6
Equity in and advances to related companies 258.0 234.9
Excess of cost over net assets acquired 232.0 233.9
Deferred income taxes, noncurrent 110.8 98.6
Other assets 205.6 179.6
=============== ===============
Total assets $ 4,480.7 $ 4,436.6
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term notes payable $ 13.7 $ 46.3
Current maturities of long-term debt 8.1 0.1
Accounts payable 323.2 452.1
Accrued employee compensation and benefits 143.3 193.7
Advance billings on uncompleted contracts 272.4 336.3
Income taxes payable 151.5 135.8
Deferred maintenance fees 28.8 18.9
Other current liabilities 323.4 321.5
--------------- ---------------
Total current liabilities 1,264.4 1,504.7
Long-term debt 373.3 200.0
Employee compensation and benefits 283.2 281.1
Deferred credits and other liabilities 311.1 291.6
--------------- ---------------
Total liabilities 2,232.0 2,277.4
--------------- ---------------
Shareholders' equity:
Common stock, par value $2.50 per share -
authorized 200.0 shares, issued 130.0 and 129.3 shares 324.9 323.3
Paid-in capital in excess of par value 356.2 322.2
Cumulative translation adjustment (23.6) (12.4)
Retained earnings 1,707.8 1,656.3
--------------- ---------------
2,365.3 2,289.4
Less 3.5 and 4.0 shares of treasury stock, at cost 116.6 130.2
--------------- ---------------
Total shareholders' equity 2,248.7 2,159.2
=============== ===============
Total liabilities and shareholders' equity $ 4,480.7 $ 4,436.6
=============== ===============
<FN>
See notes to condensed consolidated financial statements.
</FN>
2
HALLIBURTON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions of dollars except per share data)
Three Months
Ended March 31
-----------------------------
1997 1996
------------ -----------
Revenues
Energy Group $ 1,120.3 $ 871.5
Engineering and Construction Group 777.2 833.2
============ ===========
Total revenues $ 1,897.5 $ 1,704.7
============ ===========
Operating income
Energy Group $ 117.2 $ 78.9
Engineering and Construction Group 29.4 13.7
Special charges - (12.2)
General corporate (7.9) (8.8)
------------ -----------
Total operating income 138.7 71.6
Interest expense (6.1) (5.0)
Interest income 4.4 3.8
Foreign currency gains 1.0 1.0
Other nonoperating income, net 0.6 0.6
------------ -----------
Income before income taxes and minority interest 138.6 72.0
Provision for income taxes (52.7) (26.6)
Minority interest in net (income) loss of subsidiaries (2.9) 0.1
------------ -----------
Net income $ 83.0 $ 45.5
============ ===========
Net income per share $ 0.65 $ 0.36
============ ===========
Cash dividends paid per share $ 0.25 $ 0.25
Average number of common and common share
equivalents outstanding 127.7 125.4
<FN>
See notes to condensed consolidated financial statements.
</FN>
3
HALLIBURTON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions of dollars)
Three Months
Ended March 31
--------------------------------
1997 1996
------------- -------------
Cash flows used in operating activities:
Net income $ 83.0 $ 45.5
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 69.6 64.5
(Benefit) provision for deferred income taxes (14.8) 3.0
Distributions from (advances to) related companies
net of equity in (earnings) or losses (24.0) (10.5)
Other non-cash items 11.6 (8.5)
Other changes, net of non-cash items:
Receivables (17.4) (205.9)
Inventories (28.8) (51.0)
Accounts payable (121.2) (5.3)
Other working capital, net (68.4) 46.9
Other, net 22.4 (27.2)
------------- -------------
Total cash flows used in operating activities (88.0) (148.5)
------------- -------------
Cash flows used in investing activities:
Capital expenditures (112.2) (47.3)
Sales of property, plant and equipment 11.9 13.4
Purchases of businesses (2.1) (15.5)
Other investing activities (32.8) (2.0)
------------- -------------
Total cash flows used in investing activities (135.2) (51.4)
------------- -------------
Cash flows from financing activities:
Proceeds from long-term borrowings 125.2 0.1
Payments on long-term borrowings - (5.0)
Borrowings (repayments) of short-term debt (34.3) 140.3
Payments of dividends to shareholders (31.5) (28.7)
Proceeds from exercises of stock options 34.5 12.4
Payments to reacquire common stock (0.6) (3.8)
Other financing activities 3.6 -
------------- -------------
Total cash flows from financing activities 96.9 115.3
------------- -------------
Effect of exchange rate changes on cash (1.9) (1.0)
------------- -------------
Decrease in cash and equivalents (128.2) (85.6)
Cash and equivalents at beginning of year 213.6 239.6
============= =============
Cash and equivalents at end of period $ 85.4 $ 154.0
============= =============
Cash payments during the period for:
Interest $ 9.8 $ 9.9
Income taxes 25.5 8.2
<FN>
See notes to condensed consolidated financial statements.
</FN>
4
HALLIBURTON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Management Representation
The Company employs accounting policies that are in accordance with
generally accepted accounting principles in the United States. The preparation
of financial statements in conformity with generally accepted accounting
principles requires Company management 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 revenues and expenses during the reporting period.
Ultimate results could differ from those estimates.
The accompanying unaudited condensed consolidated financial statements
present information in accordance with generally accepted accounting principles
for interim financial information and the instructions to Form 10-Q and
applicable rules of Regulation S-X. Accordingly, they do not include all
information or footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
Company's 1996 Annual Report on Form 10-K.
In the opinion of the Company, the financial statements include all
adjustments necessary to present fairly the Company's financial position as of
March 31, 1997, and the results of its operations and cash flows for the three
months ended March 31, 1997 and 1996. The results of operations for the three
months ended March 31, 1997 and 1996 may not be indicative of results for the
full year. Certain prior year amounts have been reclassified to conform with the
current year presentation.
Note 2. Inventories
March 31 December 31
1997 1996
------------- ------------
(Millions of dollars)
Sales items $ 92.5 $ 104.3
Supplies and parts 164.5 136.3
Work in process 40.3 30.4
Raw materials 23.3 21.2
============ ============
Total $ 320.6 $ 292.2
============ ============
About forty percent of all sales items are valued using the last-in,
first-out (LIFO) method. If the average cost method had been in use for
inventories on the LIFO basis, total inventories would have been about $12.6
million and $13.0 million higher than reported at March 31, 1997, and December
31, 1996, respectively.
Note 3. General and Administrative Expenses
General and administrative expenses were $51.0 million and $52.1 million
for the three months ended March 31, 1997 and 1996, respectively.
Note 4. Income Per Share
Income per share amounts are based upon the average number of common and
common share equivalents outstanding. Common share equivalents included in the
computation represent shares issuable upon assumed exercise of stock options
which have a dilutive effect.
During February, 1997, the Financial Accounting Standards Board approved
Statement of Financial Accounting Standard No. 128, "Earnings per share",
effective for financial statements for both interim and annual periods ending
after December 15, 1997. The Company plans to adopt the new standard at December
31, 1997 and does not believe the effect of adoption will be material.
5
Note 5. Related Companies
The Company conducts some operations through various joint ventures, which
are in partnership, corporate and other business forms, which are principally
accounted for using the equity method. Included in the Company's revenues for
the three months ended March 31, 1997 and 1996 are equity in income of related
companies of $20.4 million and $21.1 million, respectively.
Note 6. Commitments and Contingencies
The Company is involved as a potentially responsible party (PRP) in
remedial activities to clean up various "Superfund" sites under applicable
Federal law which imposes joint and several liability, if the harm is
indivisible, on certain persons without regard to fault, the legality of the
original disposal, or ownership of the site. Although it is very difficult to
quantify the potential impact of compliance with environmental protection laws,
management of the Company believes that any liability of the Company with
respect to all but one of such sites will not have a material adverse effect on
the results of operations of the Company. With respect to a site in Jasper
County, Missouri (Jasper County Superfund Site), sufficient information has not
been developed to permit management to make such a determination and management
believes the process of determining the nature and extent of remediation at this
site and the total costs thereof will be lengthy. Brown & Root, Inc. (Brown &
Root), a subsidiary of the Company, has been named as a PRP with respect to the
Jasper County Superfund Site by the Environmental Protection Agency (EPA). The
Jasper County Superfund Site includes areas of mining activity that occurred
from the 1800's through the mid 1950's in the southwestern portion of Missouri.
The site contains lead and zinc mine tailings produced from mining activity.
Brown & Root is one of nine participating PRPs which have agreed to perform a
Remedial Investigation/Feasibility Study (RI/FS), which, due to various delays,
is not expected to be completed until the third quarter of 1998. Although the
entire Jasper County Superfund Site comprises 237 square miles as listed on the
National Priorities List, in the RI/FS scope of work, the EPA has only
identified seven areas, or subsites, within this area that need to be studied
and then possibly remediated by the PRPs. Additionally, the Administrative Order
on Consent for the RI/FS only requires Brown & Root to perform RI/FS work at one
of the subsites within the site, the Neck/Alba subsite, which only comprises
3.95 square miles. Brown & Root's share of the cost of such a study is not
expected to be material. At the present time Brown & Root cannot determine the
extent of its liability, if any, for remediation costs on any reasonably
practicable basis.
The Company and its subsidiaries are parties to various other legal
proceedings. Although the ultimate dispositions of such proceedings are not
presently determinable, in the opinion of the Company any liability that may
ensue will not be material in relation to the consolidated financial position
and results of operations of the Company.
6
Note 7. Acquisitions:
On October 4, 1996, the Company completed the acquisition of Landmark
Graphics Corporation (Landmark) through the merger of Landmark with and into a
subsidiary of the Company, the conversion of the outstanding Landmark common
stock into an aggregate of approximately 10.2 million shares of Common Stock of
the Company and the assumption by the Company of the outstanding Landmark stock
options. The merger qualified as a tax free exchange and was accounted for using
the "pooling of interests" method of accounting for business combinations.
Accordingly, the Company's financial statements for the three months ended March
31, 1996 have been restated to include the results of Landmark.
Prior to the merger, Landmark had a fiscal year-end of June 30. Landmark's
results have been restated to conform with Halliburton Company's calendar
year-end. Combined and separate results of Halliburton and Landmark for the
three months ended March 31, 1996 were as follows:
Three Months
Ended March 31, 1996
(Millions of dollars)
Revenues:
Halliburton $ 1,661.4
Landmark 43.3
--------------
Combined $ 1,704.7
==============
Net Income:
Halliburton $ 51.5
Landmark (6.0)
--------------
Combined $ 45.5
==============
During March 1997, the Devonport management consortium, Devonport
Management Limited (DML), which is 51% owned by the Company, completed the
acquisition of Devonport Royal Dockyard plc, which owns and operates the
Government of the United Kingdom's Royal Dockyard in Plymouth, England, for
approximately $64.9 million. Concurrent with the acquisition of the Royal
Dockyard, the Company's ownership interest in DML increased from 30% to 51% and
DML borrowed $56.3 million under term loans (the Loans) bearing interest at
approximately LIBOR plus 0.75% payable in semi-annual installments through March
2004. Pursuant to certain terms of the Loans, the Company is required to provide
initially a compensating balance of $28.7 million which is restricted as to use
by the Company. The compensating balance amount decreases in equal installments
over the term of the Loans and earns interest at a rate equal to that of the
Loans. The compensating balance is included in other assets in the condensed
consolidated balance sheet.
During April 1997, the Company completed its acquisition of the
outstanding common stock of OGC International plc (OGC) for approximately $118.3
million. OGC is engaged in providing a variety of engineering, operations and
maintenance services, primarily to the North Sea oil and gas production
industry.
Note 8. Special Charges:
During September 1996, the Company recorded special charges of $65.3
million, which included provisions of $41.0 million to terminate approximately
one thousand employees related to reorganization efforts by the Engineering and
Construction Group and plans to combine various administrative support functions
into combined shared services for the Company; and $20.2 million to restructure
certain Engineering and Construction Group businesses, provide for excess lease
space and other items. Approximately $10.0 million has been charged to these
reserves for employee related costs and approximately $7.8 million has been
charged in connection with excess leases and other items. Approximately 630
employees have left the Company in connection with various reorganization
initiatives.
During March 1996, Landmark recorded special charges of $12.2 million
($8.7 million after tax) for the write-off of in-process research and
development activities acquired in connection with the purchase by Landmark of
certain assets and the assumption of certain liabilities of Western Atlas
International, Inc. and the write-off of related redundant assets and
activities.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
BUSINESS ENVIRONMENT
The Company operates in over 100 countries around the world to provide a
variety of energy services and engineering and construction services to energy,
industrial and governmental customers. Operations in some countries may be
affected by unsettled political conditions, expropriation or other governmental
actions, exchange controls and currency devaluations. The Company believes the
geographic diversification of its business activities reduces the risk that loss
of its operations in any one country would be material to its consolidated
results of operations. However, United States law imposes a variety of trade
sanctions restricting the ability of the Company, and in some cases its foreign
subsidiaries, to conduct business in some countries where there are markets for
the Company's goods and services. In the future, certain of these trade
sanctions may adversely affect the ability of the Company to conduct business
with foreign customers having activities in certain countries such as Cuba, Iran
or Libya which are targeted by the United States, including restrictions on the
Company's ability to do business with such customers in unrelated countries.
From time to time, discussions occur in the United States Congress and
Administration concerning the imposition of additional trade sanctions which
could affect several other countries which are important markets for the
Company. Existing or new restrictions which impair the ability of the Company
and/or its customers to conduct business in these countries could adversely
affect the results of the Company's operations in some future period; however,
recently imposed trade sanctions affecting Myanmar are not expected to have a
material adverse affect on the Company.
RESULTS OF OPERATIONS
Revenues
Consolidated revenues increased 11% to $1,897.5 million in the first
quarter of 1997 compared with $1,704.7 million in the same quarter of the prior
year. Approximately 55% of the Company's consolidated revenues were derived from
international activities in the first quarter of 1997 compared to 53% in the
first quarter of 1996. Consolidated international revenues increased 16% in the
first quarter of 1997 over the first quarter of 1996.
Energy Group revenues increased by 29% compared with a 12% increase in
drilling activity as measured by the worldwide rotary rig count for the same
quarter of the prior year. United States revenues increased 31% compared to an
increase in the United States rig count of 21% over the same quarter of the
prior year.
Engineering and Construction Group revenues decreased 7% to $777.2 million
compared with $833.2 million in the same quarter of the prior year. Lower
activity under the Engineering and Construction Group's contract to provide
technical and logistical support for military peacekeeping operations in Bosnia
reduced first quarter revenues by approximately $155.1 million compared to the
same quarter of the prior year. This decrease was offset in part by increased
revenue from civil services provided in Europe.
Operating income
Consolidated operating income increased 94% to $138.7 million for the
three months ended March 31, 1997 from $71.6 million for the three months ended
March 31, 1996. Consolidated operating income for the prior year quarter
included special charges of $12.2 million for the write-off of in-process
research and development activities acquired in connection with the purchase by
Landmark of certain assets and the assumption of certain liabilities of Western
Atlas International, Inc. and the write-off of related redundant assets and
activities. Excluding special charges in the first quarter of the prior year,
operating income for the three months ended March 31, 1997 increased 66%.
Approximately 64% of the Company's consolidated operating income was derived
from international activities in the first quarter of 1997 compared to 56% in
the first quarter of 1996.
Energy Group operating income increased 49% to $117.2 million in the first
quarter of 1997 compared with $78.9 million in the same quarter of the prior
year. The operating income margin for the first quarter of 1997 was 10.5%
compared with 9.1% for the first quarter of 1996. The increase in operating
income was due primarily to higher pressure pumping activity and margins for
Halliburton Energy Services in North America and the Middle East and Brown &
Root Energy Services' projects in the North Sea.
8
Engineering and Construction Group operating income increased 115% to
$29.4 million compared with $13.7 million for the same quarter in the prior
year. Operating income margins were 3.8% and 1.6% for the three months ended
March 31, 1997 and 1996, respectively. The increase in operating income reflects
improved performance by civil services provided in Europe as well as improved
engineering, procurement and construction activities.
Nonoperating Items
Interest expense increased to $6.1 million in the first quarter of 1997
compared with $5.0 million during the same quarter of the prior year due
primarily to the Company's issuance of $125.0 million of 6.75% notes on February
6, 1997.
Interest income increased to $4.4 million in the first quarter of 1997
compared with $3.8 million during the same quarter of the prior year due to
slightly higher levels of invested cash during the period.
The effective income tax rate increased to 38% during the first quarter of
1997 from 37% for the first quarter of 1996 due primarily to increased
profitability during the current quarter and the utilization of foreign net
operating losses during the prior year.
Minority interest in net income of subsidiaries was $2.9 million for the
first quarter of 1997 compared to minority interest in net losses of
subsidiaries of $0.1 million for the first quarter of 1996. The majority of this
increase reflects the consolidation of DML's results for the first quarter of
1997 in connection with the Company increasing its ownership in DML from 30% to
51% during March 1997.
Net income
Net income from continuing operations in the first quarter of 1997
increased 82% to $83.0 million, or $0.65 per share, compared with $45.5 million,
or $0.36 per share, in the same quarter of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company ended the first quarter of 1997 with cash and cash equivalents
of $85.4 million, a decrease of $128.2 million from the end of 1996.
Operating activities
Cash flows used in operating activities were $88.0 million in the first
three months of 1997, as compared to $148.5 million in the first three months of
1996. The primary use of operating cash flow was to fund working capital
requirements related to increased revenues from the Energy Group and for
Engineering and Construction Group projects.
Investing Activities
Capital expenditures were $112.2 million for the first quarter of 1997, an
increase of 137% over the same quarter of the prior year. The increase in
capital spending primarily reflects investments in equipment and infrastructure
for the Energy Group and the acquisition of the Royal Dockyard by DML, net of
related borrowings.
During March 1997, DML, which is 51% owned by the Company, completed the
acquisition of Devonport Royal Dockyard plc, which owns and operates the
Government of the United Kingdom's Royal Dockyard in Plymouth, England, for
approximately $64.9 million. Concurrent with the acquisition of the Royal
Dockyard, the Company's ownership interest in DML increased from 30% to 51% and
DML borrowed $56.3 million under term loans (the Loans) bearing interest at
approximately LIBOR plus 0.75% payable in semi-annual installments through March
2004. Pursuant to certain terms of the Loans, the Company is required to provide
initially a compensating balance of $28.7 million which is restricted as to use
by the Company. The compensating balance amount decreases in equal installments
over the term of the Loans and earns interest at a rate equal to that of the
Loans.
During April 1997, the Company completed its acquisition of the
outstanding common stock of OGC International plc (OGC) for approximately $118.3
million. OGC is engaged in providing a variety of engineering, operations and
maintenance services, primarily to the North Sea oil and gas production
industry.
9
Financing activities
Cash flows from financing activities were $96.9 million in the first three
months of 1997 compared to $115.3 million in the first three months of 1996. The
Company repaid $45.0 million in short-term funds consisting of commercial paper
and bank loans in the first three months of 1997.
On February 6, 1997, the Company issued $125.0 million principal amount of
6.75% notes (the Notes) due February 1, 2027 under the Company's medium term
note program. The Notes were priced at 99.78%, to yield 6.78% to maturity. Each
holder of the notes has the right to require the Company to repay such holder's
notes, in whole or in part, on February 1, 2007. The Company used the net
proceeds from the sale of the Notes for general corporate purposes which
included repayment of debt, acquisitions, and loans to and/or investments in
subsidiaries of the Company for working capital, repayment of debt and capital
expenditures.
On May 7, 1997, the Company issued an additional $50.0 million principal
amount of 7.53 % notes (the May Notes) at par value due May 12, 2017 under the
Company's medium term note program. The Company intends to use the net proceeds
from the sale of the May Notes for general corporate purposes.
The Company believes it has sufficient borrowing capacity to fund its
working capital requirements and investing activities. As of May 7, 1997, the
Company had approximately $375.0 million of credit facilities with various
commercial banks, of which $100.0 million was committed. The Company also has
the ability to borrow, if necessary, additional funds of $125.0 million under
its $300.0 million medium term note program.
ENVIRONMENTAL MATTERS
The Company is involved as a potentially responsible party in remedial
activities to clean up various "Superfund" sites under applicable Federal law
which imposes joint and several liability, if the harm is indivisible, on
certain persons without regard to fault, the legality of the original disposal,
or ownership of the site. Although it is very difficult to quantify the
potential impact of compliance with environmental protection laws, management of
the Company believes that any liability of the Company with respect to all but
one of such sites will not have a material adverse effect on the results of
operations of the Company. See Note 6 to the financial statements for additional
information on the one site.
FORWARD LOOKING INFORMATION
In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company notes that the statements in this
Form 10-Q and elsewhere, which are forward looking and which provide other than
historical information, involve risks and uncertainties that may impact the
Company's actual results of operations. The Company continues to face many risks
and uncertainties including: unsettled political conditions, war, civil unrest,
currency controls and governmental actions in countries of operation; trade
restrictions and economic embargoes; environmental laws, including those that
require emission performance standards for new and existing facilities; the
magnitude of governmental spending for military and logistical support of the
type provided by the Company; operations in higher risk countries; technological
and structural changes in the industries served by the Company; changes in the
price of oil and natural gas; changes in capital spending by customers in the
hydrocarbon industry for exploration, development, production, processing,
refining and pipeline delivery networks; changes in capital spending by
customers in the wood pulp and paper industries for plants and equipment; and
changes in capital spending by governments for infrastructure. In addition,
future trends for revenues and profitability remain difficult to predict in the
industries served by the Company.
10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(4.1) Form of debt security of 6.75% Notes due February 1, 2027
(incorporated by reference to Exhibit 4.1 to the Company's Form 8-K
dated as of February 11, 1997).
(4.2) Second Senior Indenture dated as of December 1, 1996 entered into
with Texas Commerce Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-3 (File No. 33-65772) originally filed with the
Securities and Exchange Commission on July 9, 1993 and as
post-effectively amended on December 5, 1996), as supplemented and
amended by the First Supplemental Indenture dated as of December 5,
1996 and the Second Supplemental Indenture dated as of December 12,
1996 (incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form 8-B dated December 12, 1996, File No.
1-03492).
(4.3) Resolutions of the Company's Board of Directors adopted by unanimous
consent dated December 5, 1996 (incorporated by reference to Exhibit
4 (g) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
* (4.4) Form of debt security of 7.53% Notes due May 1, 2017.
* (11) Statement regarding computation of earnings per share.
* (27) Financial data schedule for the quarter ended March 31, 1997
(included only in the copy of this report filed electronically with
the Commission).
* filed with this Form 10-Q
(b) Reports on Form 8-K
During the first quarter of 1997:
A Current Report on Form 8-K dated January 13, 1997, was filed reporting
on Item 5. Other Events, regarding a press release dated January 13, 1997
announcing the Sangu agreement and plan approval reached on January 11,
1997.
A Current Report on Form 8-K dated January 22, 1997, was filed reporting
on Item 5. Other Events, regarding a press release dated January 22, 1997
announcing fourth quarter earnings.
A Current Report on Form 8-K dated January 29, 1997, was filed reporting
on Item 5. Other Events, regarding a press release dated January 29, 1997
announcing an offer to acquire OGC International plc.
A Current Report on Form 8-K dated February 6, 1997, was filed reporting
on Item 5. Other Events, regarding a press release dated February 6, 1997
announcing $125 million notes offering.
A Current Report on Form 8-K dated February 11, 1997, was filed reporting
on Item 5. Other Events, regarding a press release dated February 11,
1997, announcing purchase of Devonport Royal Dockyard.
A Current Report on Form 8-K dated February 11, 1997, was filed reporting
on Item 7. Financial Statement and Exhibits, regarding filing of
Distribution Agreement, Terms Agreement, and Form of Note.
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A Current Report on Form 8-K dated February 20, 1997, was filed reporting
on Item 5. Other Events, regarding a press release dated February 20, 1997
announcing annual meeting and quarterly dividend.
A Current Report on Form 8-K dated March 3, 1997, was filed reporting on
Item 5. Other Events, regarding a press release dated March 3, 1997
announcing unconditional tender offer to purchase outstanding shares of
OGC International plc.
A Current Report on Form 8-K dated March 14, 1997, was filed reporting on
Item 5. Other Events, regarding a press release dated March 14, 1997
announcing completion of the purchase of Devonport Royal Dockyard.
A Current Report on Form 8-K dated March 27, 1997, was filed reporting on
Item 5. Other Events, regarding a press release dated March 27, 1997
announcing that Halliburton's offer to acquire OGC International plc was
accepted.
During the second quarter of 1997 to the date hereof:
A Current Report on Form 8-K dated April 23, 1997, was filed reporting on
Item 5. Other Events, regarding a press release dated April 23, 1997
announcing the Company's first quarter earnings.
A Current Report on Form 8-K dated May 7, 1997, was filed reporting on
Item 5. Other Events, regarding a press release dated May 7, 1997
announcing the Company's $50 million note offering.
A Current Report on Form 8-K dated May 7, 1997, was filed reporting on
Item 5. Other Events, regarding a press release dated May 7, 1997
announcing the Company's purchase of a 26% ownership interest in Petroleum
Engineering Services.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HALLIBURTON COMPANY
Date May 12, 1997 By /s/ David J. Lesar
--------------------- -----------------------------
David J. Lesar
Executive Vice President and
Chief Financial Officer
Date May 12, 1997 /s/ R. Charles Muchmore, Jr.
--------------------- -----------------------------
R. Charles Muchmore, Jr.
Vice President and Controller
Principal Accounting Officer
13