HALLIBURTON CO
8-K, 1999-10-25
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                OCTOBER 21, 1999

                               Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                    Commission              IRS Employer
jurisdiction                      File Number             Identification
of incorporation                                          Number

Delaware                            1-3492                No. 75-2677995

                               3600 Lincoln Plaza
                             500 North Akard Street
                            Dallas, Texas 75201-3391
                    (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  21,  1999  registrant  issued  a  press  release  entitled
Halliburton Reports 1999 Third Quarter Earnings pertaining,  among other things,
to an  announcement  that  registrant's  1999 third  quarter  net income was $58
million ($.13 per share  diluted)  compared to a loss of $527 million ($1.20 per
share diluted) in the 1998 third  quarter.  Registrant's  consolidated  revenues
totaled $3.5 billion in the 1999 third quarter, approximately four percent below
1999's second quarter and 16 percent below the year ago quarter.

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 - Press release dated October 21, 1999.







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<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 hereunto duly authorized.


                                       HALLIBURTON COMPANY




Date:  October 22, 1999                By:  /s/ Susan S. Keith
                                          ---------------------------------
                                                Susan S. Keith
                                                Vice President and Secretary




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<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                       Sequentially
Number                     Description                        Numbered Page

20                         Press Release of                   5 of 9
                           October 21, 1999
                           Incorporated by Reference






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FOR IMMEDIATE RELEASE            Contact: Guy T. Marcus
October 21, 1999                          Vice President-Investor Relations
                                          214/978-2691

                 HALLIBURTON REPORTS 1999 THIRD QUARTER EARNINGS

         DALLAS,  Texas -- Halliburton Company (NYSE:HAL) reports today that the
company's  1999  third  quarter  net  income  was $58  million  ($ .13 per share
diluted)  compared to a loss of $527  million  ($1.20 per share  diluted) in the
1998 third  quarter.  The year  earlier  quarter was  impacted by a $722 million
($1.64 per share  diluted)  after- tax special  charge  related to the company's
merger  with  Dresser  Industries,  Inc.  and  other  restructuring  activities.
Halliburton's  consolidated  revenues  totaled  $3.5  billion  in the 1999 third
quarter,  approximately  four percent below 1999's second quarter and 16 percent
below the year ago  quarter.  Reduced  worldwide  spending  by  energy  industry
customers,  which accounted for  approximately 85 percent of Halliburton's  1998
revenues, was the principal factor in reduced revenues and income.
         The Energy Services Group business segment's revenues in the 1999 third
quarter were $1.7 billion, somewhat higher than the 1999 second quarter, and was
about 21 percent lower compared to the year ago quarter.  The Halliburton Energy
Services  business  unit's 1999 third quarter  revenues were four percent higher
than the preceding quarter,  while Landmark Graphics Corporation's revenues were
12 percent higher than the preceding quarter.  These improvements,  particularly
in North America,  indicate that customers are beginning to selectively increase
spending in response  to higher  crude oil and natural gas prices  which are now
increasing cash flows.

                                     -more-

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<PAGE>

Halliburton Company                page 2


         The Energy  Services  Group's  operating  income was $56 million in the
1999 third quarter,  a 15 percent  increase  compared to the 1999 second quarter
but down from $263 million in the year ago quarter.
         The Engineering and Construction  Group business  segment's revenues of
$1.3 billion  declined eight percent in the 1999 third quarter  compared to last
year's quarter,  and 1999 third quarter operating income of $41 million compares
to the year earlier  quarter's  $54 million.  Declines in revenues and operating
income were  experienced  at the Kellogg  Brown & Root business  unit,  but both
revenues and operating  income  improved at the Brown & Root  Services  business
unit  primarily  due to increased  work under  contracts  to support  U.S.  Army
activity in the Balkans.
         The Dresser  Equipment  Group  business  segment's  revenues  were $560
million and the operating income was $33 million in the 1999 third quarter.  The
segment's results were negatively  impacted by lower than anticipated  financial
results at the  Dresser-Rand  and Ingersoll  Dresser Pump joint  ventures  which
contributed  approximately $6 million to the segment's  operating income for the
quarter.  Recently  Halliburton  announced  plans to sell its  interests in both
joint ventures to Ingersoll-Rand  Company for cash consideration that will total
approximately  $1.1  billion.  Simultaneous  with the  closings of these  sales,
Halliburton  will  repay  the  joint  ventures  approximately  $220  million  of
outstanding  advances made to the company.  Net of taxes and all related  costs,
the sales will result in a net cash inflow of  approximately  $630 million which
will be used to repay short-term debt, significantly strengthening Halliburton's
balance sheet, and for other general  corporate  purposes.  The transactions are
scheduled  to be completed on December 30, 1999 and will result in a 1999 fourth
quarter  after-tax  gain of  approximately  $380  million,  or $ .84  per  share
diluted. Based upon the company's analysis, advice from its independent auditors
and  consultation  with the SEC,  Halliburton has concluded that the sale of the
joint  venture  interests  will not  adversely  affect the pooling of  interests
method of accounting used for the Dresser merger in 1998.

                                     -more-

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<PAGE>

Halliburton Company                page 3


         During the 1999 third quarter,  Halliburton Company business units were
awarded  a  number  of  significant   new  contracts  and  were  recognized  for
technological   performance, including the following:

         o        Halliburton  Energy  Services  was  awarded a contract  by Elf
                  Exploration  Angola to provide  sand  control  and  completion
                  services for its deepwater Girassol oil field located offshore
                  Angola. This solidifies  Halliburton's leadership in deepwater
                  completions.

         o        Landmark Graphics  Corporation signed a major contract with BP
                  Amoco to  standardize  its  drilling,  reservoir  engineering,
                  geology  and  geophysics   applications  utilizing  Landmark's
                  extensive integrated and open suite of software applications.

         o        Texaco  awarded  Halliburton  Energy  Services a  contract  to
                  provide  completion  products,   production   enhancement  and
                  screens for a deepwater project offshore Nigeria.

         o        Halliburton  Energy  Services has recently won the $35 million
                  Brunei Shell Petroleum sand control project.

         o        Halliburton  Energy Services deployed a new,  state-of-the-art
                  $35 million vessel (MV Cape Hawk) to Carmen, Mexico to enhance
                  its well stimulation contract with PEMEX.

         o        Sperry Sun and Baroid in  conjunction  with  Diamond  Offshore
                  Team Solutions,  Inc., participated in the successful drilling
                  of the world's deepest  water-depth  turnkey well,  drilled in
                  more than 7,200 feet of water in the Gulf of Mexico.


                                     -more-

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<PAGE>

Halliburton Company                page 4

         o        Hart's Oil and Gas World magazine awarded  Halliburton  Energy
                  Services a Certificate of Achievement for new technology.  The
                  award  recognized  Halliburton  Energy  Services'  success  in
                  applying the advanced  technology of MRIL to propped  fracture
                  treatments.

         Dick Cheney,  Halliburton  Company's  chief  executive  officer,  said,
"Significantly  higher  crude oil and natural gas prices have lifted  customers'
cash flows  considerably,  and they are now  beginning  to increase  spending in
certain geographic areas, particularly in North America. I am optimistic that as
our customers'  year 2000 spending  budgets are  finalized,  we will see further
activity increases throughout the world."
         Cheney continued,  "Halliburton's presence in over 120 countries around
the world, its leading edge  technologies  which enable customers to lower costs
while improving oil and gas production, and the company's strong engineering and
construction  backlog  position  Halliburton well for the expected market growth
ahead."
         Halliburton  Company,  founded in 1919, is the world's largest provider
of products and services to the  petroleum  and energy  industries.  The company
serves its  customers  with a broad range of products and  services  through its
Energy Services Group,  Engineering and Construction Group and Dresser Equipment
Group business  segments.  The company's  World Wide Web site can be accessed at
http://www.halliburton.com.
                                       ###

         NOTE:  In  accordance  with the Safe Harbor  provisions  of the Private
Securities  Litigation  Reform Act of 1995,  Halliburton  Company  cautions that
statements  in this press  release  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. Please see Halliburton's Form
10-Q for the quarter ended June 30, 1999 for a more complete  discussion of such
risk factors.

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<TABLE>
<CAPTION>


            HALLIBURTON COMPANY
     Consolidated Statements of Income
                (Unaudited)

                                                 Quarter Ended             Nine  Months Ended
                                                  September 30                September 30
                                              ---------------------       ---------------------
                                                1999         1998           1999          1998
                                              --------     --------       --------     --------
                                                  Millions of dollars except per share data
<S>                                           <C>          <C>            <C>          <C>
Revenues
  Energy Services Group                       $  1,700     $  2,163       $  5,134     $  6,829
  Engineering and Construction Group             1,273        1,380          4,153        4,165
  Dresser Equipment Group                          560          681          1,840        2,070
                                              ---------    ---------      ---------    ---------
    Total revenues                            $  3,533     $  4,224       $ 11,127     $ 13,064
                                              =========    =========      =========    =========
Operating income
  Energy Services Group                       $     56     $    263       $    162     $    850
  Engineering and Construction Group                41           54            163          187
  Dresser Equipment Group                           33           71            140          187
  Special charges and credits                        -         (945)            47         (945)
  General corporate                                (16)         (20)           (50)         (59)
                                              ---------    ---------      ---------    ---------
    Total operating income (loss)                  114         (577)           462          220

Interest expense                                   (38)         (35)          (108)         (96)
Interest income                                     32            7             70           21
Foreign currency losses, net                        (4)          (8)            (1)         (10)
Other nonoperating, net                             (1)           4            (25)           3
                                              ---------    ---------      ---------    ---------
Income (loss) before income taxes, minority
 interests and change in accounting method         103         (609)           398          138


(Provision) benefit for income taxes               (40)          97           (153)        (184)

Minority interest in net income
  of subsidiaries                                   (5)         (15)           (23)         (35)
                                              ---------    ---------      ---------    ---------
Income (loss) before accounting change              58         (527)           222          (81)

Cumulative effect of change in
 accounting method, net                              -            -            (19)           -
                                              ---------    ---------      ---------    ---------
Net income (loss)                             $     58     $   (527)      $    203     $    (81)
                                              =========    =========      =========    =========
Basic income (loss) per share:
  Before change in accounting method          $   0.13     $  (1.20)      $   0.50     $  (0.18)
  Change in accounting method                        -            -          (0.04)           -
                                              ---------    ---------      ---------    ---------
  Net income (loss)                           $   0.13     $  (1.20)      $   0.46     $  (0.18)
                                              =========    =========      =========    =========
Diluted income (loss) per share:
  Before change in accounting method          $   0.13     $  (1.20)      $   0.50     $  (0.18)
  Change in accounting method                        -            -          (0.04)           -
                                              ---------    ---------      ---------    ---------
  Net income (loss)                           $   0.13     $  (1.20)      $   0.46     $  (0.18)
                                              =========    =========      =========    =========
Basic average common shares outstanding            441          439            440          439

Diluted average common shares outstanding          445          439            443          439

</TABLE>


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