UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
for the quarterly period ended April 30, 1996.
[ ] Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission file number 1-4003
DRESSER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware C 75-0813641
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P. O. Box 718
2001 Ross 75221 (P. O. Box)
Dallas, Texas 75201
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code - 214-740-6000
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,
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.
Class Outstanding at May 31, 1996
Common Stock, par value $.25 179,068,397
INDEX
Page
Number
Part I. Financial Information
Management's Representation 3
Condensed Consolidated Statements of Earnings
for the three months and the six months ended
April 30, 1996 and 1995 4
Condensed Consolidated Balance Sheets
as of April 30, 1996 and October 31, 1995 5
Condensed Consolidated Statements of Cash Flows
for the six months ended April 30, 1996 and 1995 6
Notes to Condensed Consolidated Financial Statements 7-11
Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-16
Part II. Other Information 17
Signature 17
Exhibit Index
Exhibit 27 Financial Data Schedule
MANAGEMENT'S REPRESENTATION
The condensed consolidated financial statements included herein
have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The Company believes that
the disclosures are adequate to make the information presented not
misleading. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements, the notes to consolidated financial statements and
management's discussion and analysis included in the Company's
1995 Annual Report on Form 10-K.
In the opinion of the Company, all adjustments have been included
that were necessary to present fairly the financial position of
Dresser Industries, Inc. and subsidiaries as of April 30, 1996 and
October 31, 1995, the results of operations for the three months
and the six months ended April 30, 1996 and 1995, and cash flows
for the six months ended April 30, 1996 and 1995. These
adjustments consisted of normal recurring adjustments. The
results of operations for such interim periods do not necessarily
indicate the results for the full year.
<TABLE>
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In Millions Except per Share Data)
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 1,629.6 $ 1,261.2 $ 3,092.5 $ 2,561.5
Cost of revenues (1,279.8) (965.5) (2,422.3) (1,984.3)
Gross earnings 349.8 295.7 670.2 577.2
Selling, engineering, administra-
tive and general expenses (242.9) (219.3) (480.1) (436.7)
Other income (deductions)
Interest expense, net (10.9) (4.1) (20.9) (8.3)
Other, net (4.1) .2 (4.4) .2
Earnings before items below 91.9 72.5 164.8 132.4
Income taxes (31.2) (23.9) (56.0) (43.7)
Minority interest (3.5) (3.5) (5.0) (5.0)
Earnings before accounting
change 57.2 45.1 103.8 83.7
Cumulative effect of accounting
change, net of tax - - - (16.0)
Net earnings $ 57.2 $ 45.1 $ 103.8 $ 67.7
Earnings per common share
Earnings from operations $ .31 $ .25 $ .57 $ .46
Cumulative effect of accounting
change - - - (.09)
Net earnings $ .31 $ .25 $ .57 $ .37
Cash dividends per common
share $ .17 $ .17 $ .34 $ .34
Average common shares
outstanding 181.2 182.5 181.5 183.1
See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
<TABLE>
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions)
<CAPTION>
April 30, October 31,
ASSETS 1996 1995
Current Assets (Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 198.0 $ 248.7
Notes and accounts receivable, net 995.7 963.7
Inventories, net 883.7 809.4
Deferred income taxes 84.8 84.8
Other current assets 104.2 94.6
Total Current Assets 2,266.4 2,201.2
Investments in and receivables from
unconsolidated affiliates 188.5 201.9
Goodwill, net 853.5 845.2
Deferred income taxes 189.3 188.9
Other assets 153.4 143.1
Property, plant and equipment - at cost 2,708.7 2,572.9
Accumulated depreciation and amortization 1,520.2 1,445.8
Net Property 1,188.5 1,127.1
Total Assets $4,839.6 $4,707.4
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt and current
portion of long-term debt $ 308.2 $ 131.6
Accounts payable 441.3 520.4
Contract advances 410.3 324.4
Accrued compensation and benefits 233.8 237.7
Income taxes 104.3 113.2
Other current liabilities 341.4 385.1
Total Current Liabilities 1,839.3 1,712.4
Employee retirement and postemployment
benefit obligations 683.2 689.2
Long-term debt 462.2 459.3
Deferred compensation, insurance
reserves and other liabilities 110.9 110.7
Minority interest 127.3 79.0
Shareholders' Equity
Common shares 46.2 46.1
Capital in excess of par value 457.9 451.6
Retained earnings 1,327.5 1,285.4
Cumulative translation adjustments (101.8) (76.7)
Pension liability adjustment (7.0) (7.0)
1,722.8 1,699.4
Less treasury shares, at cost 106.1 42.6
Total Shareholders' Equity 1,616.7 1,656.8
Total Liabilities and
Shareholders' Equity $4,839.6 $4,707.4
See accompanying Notes to Condensed Consolidated Financial
Statements.
</TABLE>
<TABLE>
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
<CAPTION>
Six Months Ended
April 30,
1996 1995
(Unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net earnings $ 103.8 $ 67.7
Adjustments to reconcile net earnings
to cash flow:
Depreciation and amortization 108.2 101.4
Cumulative effect of accounting
change, net of tax - 16.0
Equity earnings from
unconsolidated affiliates (13.8) (11.1)
Minority interest provision 5.0 5.0
Changes in working capital (135.2) (2.4)
Other - net 2.3 8.9
Net cash provided by operating
activities 70.3 185.5
Cash flows from investing activities:
Capital expenditures (153.2) (120.3)
Business acquisitions (21.4) (53.1)
Cash of acquired businesses 3.3 -
Net cash used by investing
activities (171.3) (173.4)
Cash flows from financing activities:
Dividends paid (61.8) (62.2)
Purchases of common shares for
Treasury (74.4) (40.1)
Issuance of common shares for
warrants 7.9 -
Increase(decrease) in short-term debt 176.9 (5.3)
Increase(decrease) in long-term debt 2.6 (7.2)
Net cash used by financing
activities 51.2 (114.8)
Effect of translation adjustments on
cash (.9) 2.6
Net decrease in cash and cash
equivalents (50.7) (100.1)
Cash and cash equivalents,
beginning of period 248.7 515.0
Cash and cash equivalents,
end of period $ 198.0 $ 414.9
See accompanying Notes to Condensed Consolidated Financial
Statements.
</TABLE>
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1996
(Unaudited)
<TABLE>
Note A - Information by Industry Segment (In Millions)
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
Revenues
Petroleum Products and Services
Drilling and Production
<S> <C> <C> <C> <C>
Operations $ 368.6 $ 305.9 $ 722.0 $ 607.5
Kellogg Oil and Gas
Services 153.3 66.6 266.1 123.0
521.9 372.5 988.1 730.5
Engineering Services
M. W. Kellogg Operations 466.4 343.1 858.4 661.5
Energy Equipment
Compression and Pumping 264.9 229.9 540.4 539.2
Measurement 154.1 152.8 301.8 297.7
Flow Control 150.1 97.0 295.9 197.3
Power Systems 79.0 68.2 143.5 139.7
648.1 547.9 1,281.6 1,173.9
Eliminations (6.8) (2.3) (35.6) (4.4)
Total revenues $1,629.6 $1,261.2 $3,092.5 $2,561.5
Operating profit
Petroleum Products and Services
Drilling and Production
Operations $ 45.1 $ 32.7 $ 95.4 $ 64.0
Kellogg Oil and Gas
Services 12.0 .8 14.6 .6
57.1 33.5 110.0 64.6
Engineering Services 21.8 21.5 40.9 32.9
Energy Equipment
Compression and Pumping 15.2 11.8 29.3 23.1
Measurement 11.8 16.3 21.2 34.2
Flow Control 16.4 8.5 28.8 16.2
Power Systems 9.2 9.9 12.4 19.5
52.6 46.5 91.7 93.0
Total segment
operating profit 131.5 101.5 242.6 190.5
Amortization of acquisition
intangibles (7.8) (6.8) (16.2) (13.8)
General corporate expenses (20.9) (18.1) (40.7) (36.0)
Interest expense, net (10.9) (4.1) (20.9) (8.3)
Earnings before taxes,
minority interest and
accounting change $ 91.9 $ 72.5 $ 164.8 $ 132.4
</TABLE>
Note B - Accounting Change
Effective November 1, 1994, the Company changed its accounting for
postemployment benefits as required by Statement of Financial
Accounting Standards No. 112, Employers Accounting for
Postemployment Benefits (SFAS 112). Postemployment benefits
include salary continuation, disability and health care for former
or inactive employees who are not retired. Medical benefits for
employees on long-term disability are the most significant of
these benefits. SFAS 112 requires accrual of the cost of these
benefits currently. The Company had previously accrued the
liability for salary continuation but had accounted for the other
benefits as benefits were paid. The Condensed Consolidated
Statement of Earnings for the six months ended April 30, 1995
includes a charge of $16.0 million (net of tax of $9.0 million) or
$0.09 per share for the cumulative effect of the accounting
change.
Note C - Unconsolidated Affiliated Companies
The Company has several investments in less than majority owned
affiliates. A summary of the impact of these investments on the
condensed consolidated financial statements follows (in millions):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
Share of earnings of unconsoli-
dated affiliates
Ingersoll-Dresser Pump (49%
<S> <C> <C> <C> <C>
owned) $ 2.5 $ 3.7 $ 11.7 $ 7.8
Other affiliates .9 4.0 2.1 3.3
$ 3.4 $ 7.7 $ 13.8 $ 11.1
</TABLE>
<TABLE>
<CAPTION>
April 30, October 31,
1996 1995
Investments in and receivables
from unconsolidated affili-
ates
Ingersoll-Dresser Pump (49%
<S> <C> <C>
owned) $ 138.3 $ 143.0
Other affiliates 50.2 58.9
$ 188.5 $ 201.9
</TABLE>
Note D - Inventories
The determination of inventory values and cost of sales under the
LIFO method for interim financial results is based on management's
estimates of expected year-end inventories.
Inventories include the following (in millions):
<TABLE>
<CAPTION>
April 30, October 31,
1996 1995
Finished products and work in
<S> <C> <C>
process $ 684.1 $ 617.7
Raw materials and supplies 199.6 191.7
$ 883.7 $ 809.4
</TABLE>
Note E - Dividends
On May 16, 1996, the Company declared a quarterly dividend of $.17
per share of common stock payable on June 20, 1996 to shareholders
of record on June 3, 1996.
Note F - Litigation and Contingencies
The Company is involved in certain legal actions and claims
arising in the ordinary course of business. See Note J -
Commitments and Contingencies - in the Company's 1995 Annual
Report on Form 10-K for a complete discussion of these matters.
A discussion of significant changes subsequent to October 31, 1995
follows.
Quantum Chemical Litigation
In October 1992, Quantum Chemical Corporation ("Quantum") brought
suit against the Company's wholly owned subsidiary, The M. W.
Kellogg Company ("Kellogg"), seeking $200 million in actual
damages and twice that amount in punitive damages. Kellogg
answered denying the claim and filed a counterclaim against
Quantum alleging libel, slander, breach of contract and fraud.
The case was tried during 1995. On November 30, 1995, the jury
returned a verdict finding that Quantum's claim was barred by the
statute of limitations and that Quantum is liable for damages for
breach of contract, damages for theft of trade secrets and
Kellogg's legal fees. The Court entered a judgment on the verdict
on February 5, 1996 which awarded Kellogg $13.7 million. Quantum
has filed its bond on appeal, and the Company believes that
Quantum intends to appeal the judgment. The Company has not
recognized any income from the judgment.
Asbestosis Litigation
The Company has approximately 72,000 pending claims at April 30,
1996, with approximately 8,700 new claims filed and approximately
5,700 claims resolved during the first half of the year.
Subsequent to April 30, 1996, the Company settled approximately
6,000 claims in Texas. The Company had previously provided for
the settlement amount. In addition, the Company has received
dismissals and summary judgments on approximately 11,000 other
claims. Certain settlements, previously reported, including
approximately 16,500 in Mississippi and approximately 4,400 in New
York, are carried as pending until releases are signed.
Resolution of these claims will reduce the number of pending
claims at April 30, 1996, by approximately 40% for refractory
product claims and 55% for non-refractory product claims.
Management recognizes the uncertainties of litigation and the
possibility that one or more adverse rulings could materially
impact operating results. However, based upon the nature of and
management's understanding of the facts and circumstances which
gave rise to such actions and claims, management believes that
such litigation and claims will be resolved without material
effect on the Company's financial position or results of
operations.
Note G - Baroid Financial Information
Dresser Industries, Inc. (Dresser) merged with Baroid Corporation
(Baroid) on January 21, 1994. Baroid has ceased filing periodic
reports with the Securities and Exchange Commission. Baroid's 8%
Senior Notes remain outstanding and are fully guaranteed by
Dresser. Since the Notes remain outstanding, summarized financial
information of Baroid is presented as follows (in millions):
<TABLE>
<CAPTION>
April 30, October 31,
Baroid Corporation 1996 1995
<S> <C> <C>
Current assets $ 726.6 $ 680.0
Noncurrent assets 549.9 532.8
Total $1,276.5 $1,212.8
Current liabilities $ 336.4 $ 345.1
Noncurrent liabilities 439.7 408.2
Shareholders' equity 500.4 459.5
Total $1,276.5 $1,212.8
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues $ 374.9 $ 303.0 $ 732.8 $ 592.0
Gross earnings $ 105.0 $ 82.0 $ 210.0 $ 159.9
Earnings from operations $ 44.4 $ 28.9 $ 91.2 $ 53.0
Other income (deductions) (4.5) (7.9) (11.6) (11.4)
Earnings before taxes
and minority interests 39.9 21.0 79.6 41.6
Income taxes (13.6) (6.9) (27.1) (13.7)
Minority interest - (.5) (.2) (.5)
Net earnings $ 26.3 $ 13.6 $ 52.3 $ 27.4
</TABLE>
The above information includes Baroid Corporation's oilfield
services operations which are reported in Drilling and Production
operations and the Sub Sea operations which are reported in
Kellogg Oil and Gas Services.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULT OF OPERATIONS - THREE MONTHS AND SIX MONTHS ENDED APRIL 30,
1996 COMPARED TO 1995
CONSOLIDATED OPERATIONS
Earnings per share for the second quarter of 1996 increased 24% to
$.31 versus $.25 in the 1995 quarter. Revenues of $1.63 billion
were 29% higher, and segment operating profit of $131.5 million
was 30% higher than the 1995 quarter.
The quarterly improvement in operating results reflected
continuing strong demand for exploration and drilling services, as
well as higher levels of activity in pipeline and oil and gas
production markets. In addition, demand for compression products
is improving and benefiting performance. New bookings during the
quarter pushed consolidated backlogs over the $4.0 billion mark
for the first time in three years, and the April 30, 1996 backlog
of $4.5 billion is 22% above last year and is at a historical
high.
During the quarter, Bredero Price completed a strategic alliance
with Shaw Industries, Ltd., bringing together two of the world's
most progressive and innovative pipecoating companies. In early
May, The M. W. Kellogg Company acquired the Granherne Group of
London. Granherne, which specializes in front-end engineering and
design of upstream oil and gas facilities, is expected to boost
Kellogg's position in upstream markets on a global basis.
For the six months ended April 30, 1996, net earnings and earnings
per share increased 24% to $103.8 million and $.57 versus $83.7
million and $.46 in 1995 before the effect of an accounting change
for post-employee benefits. Six-month revenues of $3.09 billion
were 21% higher than a year ago, and operating profit of $242.6
million was 27% higher than a year ago.
The six-month increases in revenues and operating profit were lead
by the Drilling and Production Operations, the pipecoating
business, and the M. W. Kellogg operations. See the Industry
Segment Analysis for a more detailed discussion.
Selling, engineering, administrative and general expenses of
$242.9 million for the quarter and $480.1 million for the six
months were about 10% higher than the prior year periods. The
increases were primarily due to the expenses of operations
acquired in the latter part of 1995 and to increased expenses
associated with higher levels of business activity. General
Corporate Expenses (see Note A) of $20.9 million for the three
months and $40.7 million for the six months were up 15% and 13%,
respectively, from the prior year periods. The increases were
primarily due to foreign exchange losses resulting from the
devaluations of the Venezuelan Bolivar in December 1995 and April
1996.
Net interest expense of $10.9 million in the quarter and $20.9
million in the six months were more than double the amounts in the
1995 periods. A combination of increased interest expense on a
higher level of short-term debt and decreased interest income on
a lower amount of investments caused the net increases.
The estimated income tax rate for 1996 is currently 34% compared
to an estimated 1995 rate of 33% a year ago and the final 1995 tax
rate of 32%. The higher 1996 rate reflects a lower projected
utilization of foreign tax credits in 1996 than in 1995.
INDUSTRY SEGMENT ANALYSIS
See Note A to Condensed Consolidated Financial Statements for
details of financial information by Industry Segment.
PETROLEUM PRODUCTS AND SERVICES SEGMENT
Drilling and Production Operations
Revenues increased 20% to $368.6 million for the quarter and 19%
to $722.0 million for the six months. Operating profit increased
38% to $45.1 million for the quarter and 49% to $95.4 million for
the six months. Baroid Drilling Fluids benefited from higher
volume and market share gains in Latin America and Africa as well
as the North Sea, Gulf of Mexico and Alaska. Sperry-Sun
experienced gains in its major product lines: Formation-Evaluation-
While-Drilling (FEWD) services, Directional-While-Drilling (DWD)
services and Directional Drilling services. Utilization for these
services continues to run at high rates. Operating margins for
Security DBS's drill bits improved by better pricing, market activity
and product mix. Increased rig counts in offshore and international
areas contributed to the gains.
Kellogg Oil and Gas Services
Revenues of $153.3 million for the quarter and $266.1 million for
the six months were more than double the amounts in the 1995
periods. Operating profit was $12.0 million in the quarter and
$14.6 million in the six months compared to $.8 million and $.6
million the prior year quarter and six months, respectively. The
Company's Bredero Price operation benefited from increased pipe-
coating activity, particularly in Norway, as well as its expansion
during the past year into North and South American markets. Sub
Sea International's gains reflected higher levels of engineering
work and remotely-operated-vehicle (ROV) activity as well as the
impact of acquisitions and overhead cost reductions. Wellstream,
acquired in May 1995, also contributed to the improvement. At the
end of the second quarter, backlog stood at $504 million versus
$490 million last year.
ENGINEERING SERVICES SEGMENT
M. W. Kellogg Operations
Revenues were $466.4 million in the quarter and $858.4 million in
the six months representing increases over last year of 36% and
30%, respectively. Operating profit for the quarter of $21.8
million was up slightly from last year while the six-month
operating profit of $40.9 million was a 24% increase over 1995.
The revenue improvements reflected higher contract activities on
projects in the Far East, Uzbekistan and the United States.
Operating profit for the quarter was affected by the costs of
increased proposal activity incurred on several major bids.
Backlog increased to $2.3 billion, 22% higher than the prior year.
During the second quarter, Kellogg received a number of major
awards for LNG and fertilizer projects.
ENERGY EQUIPMENT SEGMENT
Compression and Pumping
For the quarter, revenues of $264.9 million and operating profit
of $15.2 million were higher than last year by 15% and 29%,
respectively. For the six months, revenues of $540.4 million were
essentially the same as last year, but Operating Profit of $29.3
million was 27% higher than last year.
The improvements for the quarter were essentially attributable to
better results at Dresser-Rand which experienced a 17% increase in
revenues due largely to higher sales of turbo products and steam
generators, as well as improved aftermarket conditions across all
products, particularly in Europe. At the end of April, Dresser-Rand's
backlog stood at just under $1.1 billion, 32% higher than
a year ago. Several contract compression and turbo products awards
received in recent months from the North Sea and Latin American
customers have contributed to the increase.
An increase in equity earnings from Ingersoll-Dresser Pump Company
in the first quarter also contributed to the improvement in the
six-month Operating Profit.
Measurement
Revenues of $154.1 million and $301.8 million for the quarter and
six months, respectively, were up slightly from last year.
However, Operating Profit declined 28% for the quarter and 38% for
the six months. The lower earnings primarily resulted from
adverse conditions in the Wayne retail fueling systems business
where lower margins in the United States and lower volumes in
international markets were experienced.
Flow Control
Revenues of $150.1 million for the quarter and $301.8 million for
the six months represent increases of 55% and 50%, respectively,
over the 1995 periods. Operating Profit of $16.4 million in the
quarter and $28.8 million in the six month period was
substantially higher than the prior year. Overall, the increases
reflected the contributions of Grove S.p.A., acquired in June
1995, as well as revenue and margin improvements at Valve and
Controls Division.
Power Systems
Revenues increased 16% to $79.0 million for the quarter and 3% to
$143.5 million for the six months. However, Operating Profit
decreased 7% in the quarter and 36% in the six months. The
earnings decreases were primarily due to 1996 sales of lower
margin product lines by Waukesha Engine Division.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
The Company's overall financial condition remained strong at
April 30, 1996. Since the beginning of the year, the Company used
approximately $227.6 million more cash than the operations
generated resulting in an increase in short-term borrowings of
$176.9 million. Major expenditures included $153.2 million for
capital expenditures, $61.8 million for dividends, $74.4 million
to repurchase shares and $21.4 million for business acquisitions.
In addition, $135.2 million of cash was used to finance working
capital primarily for increases in accounts receivable and
inventories, and decreases in payables and accrued expenses.
Total debt was $770.4 million as of April 30, 1996, compared to
$590.9 million at October 31, 1995. Total debt was 32% of total
book capitalization as of April 30, 1996, compared to 26% as of
October 31, 1995. Net debt was 9% of market capitalization at
April 30, 1996, versus 8% at October 31, 1995.
On February 29, 1996, the Company filed a Form S-3 with Securities
and Exchange Commission for the shelf registration of $400 million
of debt securities. An additional $100 million of debt securities
remains from a similar filing in June 1993. The timing of sale of
the debt securities will depend on the Company's capital
requirements, market conditions and cost of other funds.
LEGAL AND ENVIRONMENTAL MATTERS
The Company is currently involved in a number of lawsuits and has
also been identified as a potentially responsible party in a
number of Superfund sites. Note F to Condensed Consolidated
Financial Statements includes significant changes subsequent to
October 31, 1995.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Registrant was
held on March 21, 1996.
(c) At the Annual meeting, the shareholders:
(i) voted to elect, in an uncontested election,
thirteen directors of the Company. Each nominee
for Director was elected by a vote of the
shareholders as follows:
<TABLE>
<CAPTION>
Votes
Votes For Withheld
<S> <C> <C>
William E. Bradford 163,599,302 514,414
Samuel B. Casey, Jr. 163,609,767 503,948
Lawrence S. Eagleburger 163,591,300 522,416
Sylvia A. Earle 163,649,353 464,363
Rawles Fulgham 163,576,317 537,399
John Gavin 163,623,788 489,928
Ray L. Hunt 163,607,804 505,912
J. Landis Martin 163,589,958 523,758
John J. Murphy 163,625,277 488,439
Lionel H. Olmer 163,639,302 474,413
Jay A. Precourt 163,657,932 455,783
Bill D. St. John 163,615,347 498,368
Richard W. Vieser 163,604,512 509,204
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule
SIGNATURE
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.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
George H. Juetten
Vice President - Controller
Dated: June 13, 1996
EXHIBIT INDEX
Exhibit Description
27 Financial Data Schedule. (Pursuant to Item
601(c)(iv) of Regulation S-K, the Financial Data
Schedule is not deemed to be "filed" for
purposes of Section 11 of the Securities Act of
1933, as amended, or Section 18 of the
Securities Exchange Act of 1934, as amended.)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> APR-30-1996
<CASH> 198,000
<SECURITIES> 0
<RECEIVABLES> 995,700
<ALLOWANCES> 0
<INVENTORY> 883,700
<CURRENT-ASSETS> 2,266,400
<PP&E> 2,708,700
<DEPRECIATION> 1,520,200
<TOTAL-ASSETS> 4,839,600
<CURRENT-LIABILITIES> 1,839,300
<BONDS> 462,200
0
0
<COMMON> 46,200
<OTHER-SE> 1,570,500
<TOTAL-LIABILITY-AND-EQUITY> 4,839,600
<SALES> 3,078,700
<TOTAL-REVENUES> 3,092,500
<CGS> 2,422,300
<TOTAL-COSTS> 2,902,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,900
<INCOME-PRETAX> 164,800
<INCOME-TAX> 56,000
<INCOME-CONTINUING> 103,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103,800
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0.57
</TABLE>
