SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
CURRENT REPORT
DATE OF REPORT (date of earliest event reported)
December 24, 1996
HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
State of Other Commission IRS Employer
Jurisdiction File Number Identification Number
of Incorporation
Delaware 1-3492 75-2677995
3600 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
(Address of principal executive offices)
Registrant's telephone number,
including area code 214/ 978-2600
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
The registrant may, at its option, report under this item any events,
with respect to which information is not otherwise called for by this form,
that the registrant deems of importance to security holders. On October 4, 1996,
the registrant completed its acquisition of Landmark Graphics Corporation
(Landmark) following the approval and adoption of an agreement and plan of
merger by Landmark shareholders. The acquisition has been accounted for using
the "pooling of interests" method of accounting for business combinations.
Landmark is not a significant subsidiary within the meaning of such term as used
in Regulation S-X under the Securities Exchange Act of 1934, as amended.
Nevertheless, there is included in Exhibit 20 hereto supplemental selected
financial data based upon the consolidated financial statements of the
registrant and Landmark. Such data has been restated for the dates and periods
indicated to give effect to the acquisition using the pooling of interests
method of accounting for business combinations. Such financial information is
supplemental and does not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements and
should be read in conjunction with the audited consolidated financial statements
included in the registrant's 1995 Annual Report on Form 10-K. Moreover, such
information may not necessarily reflect the results of operations or the
financial position of the registrant that would have actually resulted had the
acquisition occurred as of the date and for the periods indicated or be
indicative of future results of operations of the registrant.
Item 7. Financial Statements and Exhibits
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(c) Exhibits.
Exhibit 20 - Supplemental Selected Financial Data for the years
ended December 31, 1990 through 1995, and the nine months ended September 30,
1996.
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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 hereunto duly authorized.
HALLIBURTON COMPANY
Date: December 24, 1996 By: /s/ David J. Lesar
--------------------------
David J. Lesar
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Supplemental Selected Financial Data 5
for the years ended December 31, 1990
through 1995 and the nine months ended
September 30, 1996
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HALLIBURTON COMPANY
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Supplemental Selected Financial Data (a)
(Restated for acquisition of Landmark Graphics Corporation)
Millions of dollars and shares except per share data
<CAPTION>
Nine Months
Ended
Sept 1996 Years ended December 31
-------------------------------------------------------------------
(unaudited) 1995 1994 1993 1992 1991 1990
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating results
Total revenues $ 5,395.4 $ 5,882.9 $ 5,661.1 $ 6,224.7 $ 6,385.0 $ 6,777.0 $ 6,656.4
===================================================================================================================================
Total operating income (loss) (b) 244.6 400.9 239.8 (77.4) (108.1) 103.3 341.5
Interest expense (17.7) (47.1) (48.1) (50.7) (54.0) (53.6) (34.0)
Interest income 11.9 32.0 19.8 15.6 44.9 64.9 32.7
Foreign currency gains (losses) (2.7) 1.4 (16.3) (21.1) (29.1) (11.2) (13.4)
Gains on sales of businesses - - 102.0 - - - 33.0
Other nonoperating income (expense), net 0.4 0.6 0.6 1.2 1.0 (0.8) (1.2)
- -----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations
before income taxes and minority interest 236.5 387.8 297.8 (132.4) (145.3) 102.6 358.6
Benefit (provision) for income taxes (c) (43.5) (137.7) (122.2) 3.0 1.1 (76.5) (167.0)
Minority interest in net (income) loss
of consolidated subsidiaries (0.2) (0.9) (0.2) 1.5 1.7 (2.6) (2.6)
- -----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations $ 192.8 $ 249.2 $ 175.4 $ (127.9) $ (142.5) $ 23.5 $ 189.0
===================================================================================================================================
Income (loss) per share
Continuing operations $ 1.53 $ 2.00 $ 1.41 $ (1.06) $ (1.24) $ 0.21 $ 1.66
Net income (loss) 1.53 1.47 1.45 (1.23) (1.27) 0.35 1.79
Cash dividends per share 0.75 1.00 1.00 1.00 1.00 1.00 1.00
Return on shareholders' equity 9.4% 9.6% 8.7% (7.3)% (7.4)% 1.8% 8.8%
===================================================================================================================================
Financial position
Net working capital $ 888.7 $ 987.9 $ 1,366.5 $ 1,217.7 $ 1,150.0 $ 1,304.6 $ 1,154.0
Total assets 4,313.7 3,862.0 4,197.4 4,318.6 4,185.3 4,480.6 3,971.7
Property, plant, and equipment 1,223.9 1,157.9 1,117.4 1,189.3 1,214.6 1,204.6 1,028.2
Long-term debt 200.0 205.2 655.7 637.4 657.8 654.9 192.0
Shareholders' equity 2,056.6 1,920.2 2,090.2 2,023.5 1,982.8 2,248.6 2,316.7
Total capitalization 2,316.9 2,130.2 2,776.6 2,752.9 2,641.3 2,914.3 2,514.6
Shareholders' equity per share 16.45 15.42 16.87 16.38 17.24 19.60 20.25
Average common shares outstanding 125.8 124.7 124.2 121.0 115.0 114.6 114.3
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Other financial data
Cash flow from operating activities $ 176.9 $ 667.4 $ 439.0 $ 293.0 $ 449.9 $ 294.7 $ 127.0
Capital expenditures 252.9 303.3 245.0 270.5 322.8 430.1 342.9
Long-term borrowings (repayments) (5.1) (465.4) (74.4) (44.7) (16.3) 440.6 (9.0)
Depreciation, depletion and amortization expense 197.5 259.8 271.3 459.8 366.9 300.2 254.4
<FN>
(a) Includes the effect of the acquisition of Landmark Graphics Corporation
(Landmark) on October 4, 1996, which was accounted for as a pooling of
interests. Historical restated financial statements have not been issued because
Landmark Graphics Corporation is not a significant subsidiary within the meaning
of such term as used in the rules and regulations under the Securities Act.
(b) Operating income (loss) includes the following special charges: in 1996 and
1995, $85.8 million and $8.4 million, respectively, related to merger and
restructuring costs, including severance costs, and the write-off of acquired
in-process research and development activities; in 1994, $16.6 million related
to merger and restructuring costs; in 1993, $321.8 million related to loss on
sale of geophysical business and employee severance costs; in 1992, $272.9
million related to restructuring/reorganization costs and consolidation of
certain support functions; in 1991, $118.5 million related to restructuring
costs.
(c) Benefit (provision) for income taxes in the nine months ended September,
1996, includes tax benefits of $43.7 million due to the recognition of net
operating loss carryforwards and the settlement of various issues with the
Internal Revenue Service.
</FN>
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