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
<PAGE>
<TABLE>
<CAPTION>
INDEX
<S> <C>
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).
</TABLE>
1
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
HALLIBURTON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions of dollars and shares)
<CAPTION>
March 31 December 31
1997 1996
--------------- ---------------
ASSETS
<S> <C> <C>
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>
</TABLE>
2
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<TABLE>
HALLIBURTON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions of dollars except per share data)
<CAPTION>
Three Months
Ended March 31
-----------------------------
1997 1996
------------ -----------
<S> <C> <C>
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>
</TABLE>
3
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<TABLE>
HALLIBURTON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions of dollars)
<CAPTION>
Three Months
Ended March 31
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
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>
</TABLE>
4
<PAGE>
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
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
------------- ------------
(Millions of dollars)
<S> <C> <C>
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
============ ============
</TABLE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Three Months
Ended March 31, 1996
(Millions of dollars)
<S> <C>
Revenues:
Halliburton $ 1,661.4
Landmark 43.3
--------------
Combined $ 1,704.7
==============
Net Income:
Halliburton $ 51.5
Landmark (6.0)
--------------
Combined $ 45.5
==============
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
11
<PAGE>
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.
12
<PAGE>
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
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FXR - 00002 40621P AB 5 $50,000,000.00
<TABLE>
<CAPTION>
HALLIBURTON COMPANY
MEDIUM-TERM NOTE
(Fixed Rate)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: 7.53% STATED MATURITY DATE:
May 12, 1997 May 12, 2017
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
INTEREST PAYMENT DATE(S) DEFAULT RATE: 7.53%
[X ] February 1and August 1
[ ] Other:
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION PERCENTAGE
DATE: Not Applicable PERCENTAGE: Not Applicable REDUCTION: Not Applicable
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OPTIONAL REPAYMENT DATE(S): Not [ ] CHECK IF AN ORIGINAL ISSUE
Applicable DISCOUNT NOTE
Issue Price: 99.250%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE
[X ] United States dollars [X ] $1,000 and integral multiples AGENT: Not Applicable
thereof
[ ] Other
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
ADDENDUM ATTACHED OTHER/ADDITIONAL PROVISIONS: Not
[ ] Yes Applicable
[X ] No
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Halliburton Company, a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referenced),
for value received, hereby promises to pay to CEDE & Co., or registered assigns,
1
<PAGE>
the principal sum of Fifty Million and no one-hundredths Dollar
($50,000,000.00), on the Stated Maturity Date specified above (or any Redemption
Date or Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at the Interest Rate per annum specified above, until
the principal hereof is paid or duly made available for payment, and (to the
extent that the payment of such interest shall be legally enforceable) at the
Default Rate per annum specified above on any overdue principal, premium, if
any, and interest, if any. The Company will pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that, if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date. Interest on this Note will be
computed on the basis of a 360-day year of twelve 30-day months.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been or duly provided for
(or from, and including, the Original Issue Date if no interest has been paid or
duly provided for) to, but excluding, the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Payment Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that Interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable. Any such interest not so punctually
paid or duly provided for ("Defaulted Interest") will forthwith cease to be
payable to the Holder on any Record Date, and shall be paid to the person in
whose name this Note is registered at the close of business on a special record
date (the "Special Record Date") for the payment of such Defaulted Interest to
be fixed by a New York affiliate of the Trustee (the "Issuing and Paying Agent")
hereinafter referred to, notice whereof shall be given to the Holder of this
Note by the Issuing and Paying Agent not less than 10 calendar days prior to
such Special Record Date or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which this
Note may be listed, and upon such notice as may be required by such exchange,
all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest, if any, in respect
to this Note due on the Maturity Date will be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable repayment of this Note, a duly completed election form as
contemplated on the reverse hereof) at the corporate trust office of the Issuing
and Paying Agent, currently The Chase Manhattan Bank, 450 West 33rd Street, 15th
Floor, New York, New York 10001, or, if no paying agent is then appointed to act
with respect to the Notes under the Indenture, at the corporate trust office of
the Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York. Payment of interest due on any Interest Payment Date other than the
Maturity Date will be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register maintained at the
aforementioned office of the Paying Agent or, if no paying agent is then
appointed to act with respect to the Notes under the Indenture, of the Trustee;
provided, however, that a Holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes (whether having identical or different terms and
provisions) will be entitled to receive interest payments on such Interest
Payment Date by wire transfer of immediately available funds if appropriate wire
2
<PAGE>
transfer instructions have been received in writing by the Issuing and Paying
Agent not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Issuing and Paying Agent shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any, and
interest, if any, shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to the date
of such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York.
The Company is obligated to make payments of principal, premium, if
any, and interest, if any, in respect of this Note in United States dollars or
such other currency as is at the time of such payment legal tender for the
payment of public and private debts in the United States of America.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Unless the Certificate of Authentication hereon has been executed by
the Issuing and Paying Agent by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
3
<PAGE>
IN WITNESS WHEREOF, Halliburton Company has caused this Note to be duly
executed by one of its duly authorized officers.
HALLIBURTON COMPANY
By:
------------------------------------
Title: Executive Vice President and
General Counsel
Dated: May 12, 1997
ISSUING AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Issuing and Paying Agent
By:
--------------------------
Authorized Signatory
4
<PAGE>
- --------------------------------------------------------------------------------
[REVERSE OF NOTE]
- --------------------------------------------------------------------------------
HALLIBURTON COMPANY
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under a Second Senior
Indenture, dated as of December 1, 1996, as amended, modified or supplemented by
the First Supplemental Indenture dated as of December 5, 1996, and as further
amended, modified or supplemented from time to time (the "Indenture"), between
the Company and Texas Commerce Bank National Association, as Trustee (the
"Trustee"), which term includes any successor trustee under the Indenture, to
which Indenture and all Indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Debt Securities
designated as "Medium-Term Notes Due Nine Months or More From Date of Issue,
Series A" (the "Notes"). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part, in increments of U.S.$1,000
(provided that any remaining principal amount hereof shall be at least
U.S.$1,000), at the Redemption Price (as defined below), together with unpaid
interest accrued hereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of unpaid principal amount to be redeemed. In the event of redemption of
this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the Holder hereof upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S.$1,000 (provided that any
remaining principal amount hereof shall be at least U.S.$1,000), at a repayment
price equal to 100% of the unpaid principal amount to be repaid, together with
unpaid interest accrued thereon to the date fixed for repayment (each, a
"Repayment Date"). For this Note to be repaid, this Note must be received,
together with the form hereon entitled "Option to Elect Repayment" duly
completed, by the Issuing and Paying Agent at its corporate trust office not
1
<PAGE>
more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof will be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(1) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable, multiplied by the Initial Redemption Percentage (as applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid Interest on
this Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of acceleration of maturity, as the case may be. The difference
between the Issue Price and 100% of the principal amount of this Note is
referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the Initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of this Note may be accelerated in the manner and with
the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of any series, on behalf of the
Holders of all such Debt Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the Holders of not less than a majority of the aggregate principal amount
of the outstanding Debt Securities of any series, in certain instances, to
waive, on behalf of all of the Holders of Debt Securities of such series,
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and other Notes issued
upon the registration of transfer hereof or in exchange heretofore or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
2
<PAGE>
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest, if
any, in respect of this Note at the times, places and rate or formula, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
3
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code,
of assignee)
- --------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------- Attorney
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:
-------------- -------------- ---------------
-------------- ---------------
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of
this Note in every particular,
without alteration or enlargement or
any change whatsoever.
4
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid, together
with unpaid Interest accrued hereon to the Repayment Date, to the undersigned,
at _____________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Issuing and Paying Agent must receive
at its corporate trust office in the Borough of Manhattan, The City of New York,
currently located at The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor,
New York, New York 10001, not more than 60 nor less than 30 calendar days prior
to the Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000) which the
Holder elected to have repaid and specify the denomination or denominations
(which shall be an Authorized Denomination) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $___________ _____________________________
Notice: The signature(s) on this Option
Date: ______________________ to Elect Repayment must correspond with
the name(s) as written upon the face
of this Note in every particular,
without alteration or enlargement or
any change whatsoever.
5
================================================================================
HALLIBURTON COMPANY
================================================================================
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
The calculation below for earnings per share of the $2.50 par value Common
Stock of the Company on a primary and fully diluted basis for the three months
ended March 31, 1997 and 1996, is submitted in accordance with Regulation S-K
Item 601 (b) (11).
<TABLE>
<CAPTION>
Three Months
Ended March 31
-----------------------------
1997 1996
------------- ------------
Primary: (Millions of dollars except
per share data)
<S> <C> <C>
Net income $ 83.0 $ 45.5
Average number of common and common share
equivalents outstanding 127.7 125.4
Primary net income per share $ 0.65 $ 0.36
- -----------------------------------------------------------------------------------------------------------------
Fully Diluted:
Net income $ 83.0 $ 45.5
Adjusted average number of shares outstanding 127.7 125.6
Fully diluted earnings per share $ 0.65 $ 0.36
<FN>
The foregoing computations do not reflect any significant potentially dilutive
effect the Company's Rights Agreement could have in the event Rights become
exercisable and any shares of either Series A Junior Participating Preferred
Stock or Common Stock of the Company are issued upon the exercise of such
Rights.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE HALLIBURTON COMPANY CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 85
<SECURITIES> 0
<RECEIVABLES> 1698
<ALLOWANCES> 0
<INVENTORY> 321
<CURRENT-ASSETS> 2286
<PP&E> 3668
<DEPRECIATION> 2280
<TOTAL-ASSETS> 4481
<CURRENT-LIABILITIES> 1264
<BONDS> 373
<COMMON> 325
0
0
<OTHER-SE> 1924
<TOTAL-LIABILITY-AND-EQUITY> 4481
<SALES> 0
<TOTAL-REVENUES> 1898
<CGS> 0
<TOTAL-COSTS> 1708
<OTHER-EXPENSES> 51
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> 139
<INCOME-TAX> 53
<INCOME-CONTINUING> 83
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83
<EPS-PRIMARY> .65
<EPS-DILUTED> .65
</TABLE>
