HALLIBURTON CO
8-K, 1999-04-28
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)

                                 APRIL 26, 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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<PAGE>

         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  April  26,  1999  registrant   issued  a  press  release   entitled
Halliburton  Reports 1999 First Quarter  pertaining,  among other things,  to an
announcement  that registrant earned $81 million ($.18 per diluted share) in the
1999 first quarter  before the net  cumulative  effect of a change in accounting
method,  compared to net income of $203 million ($.46 per diluted  share) earned
in first  quarter  1998.  Registrant's  1999 first  quarter  revenues  were $3.9
billion,  down eight percent  compared to a year ago.  During first quarter 1999
registrant  adopted the  American  Institute of  Certified  Public  Accountants'
Statement of Position  98-5 (SOP 98-5).  As a result of the adoption of SOP 98-5
in the 1999 first quarter,  registrant recognized a $19 million after tax charge
($.04 per diluted  share)  which  brought  net income to $62  million  ($.14 per
diluted share).

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 April 26, 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:    April 27, 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 8
                           April 26, 1999
                           Incorporated by Reference


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FOR IMMEDIATE RELEASE      Contact: Guy T. Marcus
04/26/99                            Vice President-Investor Relations
                                    214/978-2691

                     HALLIBURTON REPORTS 1999 FIRST QUARTER

         DALLAS,  Texas -- Halliburton  Company  (NYSE:HAL) today announces that
the  company  earned  $81  million ($ .18 per  diluted  share) in the 1999 first
quarter  before  the net  cumulative  effect of a change in  accounting  method,
compared to net income of $203 million ($ . 46 per diluted  share) earned in the
year earlier first quarter.  The company's 1999 first quarter revenues were $3.9
billion, down only eight percent compared to a year ago.
         Reduced  revenues and lower  earnings for the company in the 1999 first
quarter are  attributable to petroleum  industry  customers'  sharp reduction of
spending  in response to very low crude oil and natural gas prices in the latter
part of 1998 and the 1999 first  quarter.  The poor  market  conditions  had the
greatest  impact on the financial  results of the Energy Services Group business
segment.
         During  the  1999  first  quarter   Halliburton  adopted  the  American
Institute  of  Certified  Public   Accountants'   Statement  of  Position  98-5,
"Reporting  on Costs of Start-Up  Activities  (SOP 98-5)",  which  requires such
costs to be expensed as incurred rather than being  capitalized.  As a result of
the adoption of SOP 98-5 in the 1999 first quarter, the company recognized a $19
million  after tax charge ($ .04 per diluted  share) which brought net income to
$62 million ($ .14 per diluted share).
         The Energy  Services  Group  business  segment's  revenues were down 23
percent to $1,753  million in the 1999 first  quarter,  as  compared to the 1998

                                     -more-

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<PAGE>
Halliburton Company                  page 2

quarter,  while  activity  levels as measured by the worldwide  rotary rig count
declined by 35 percent over the same time period.  Sharp revenue reductions were
experienced  in both the  U.S.  and  international  areas.  International  areas
represented more than 70 percent of the segment's revenues in the quarter.
         The Energy  Services  Group's  operating  income was $57 million in the
1999 first  quarter,  80 percent lower than a year ago. The segment's  operating
margins fell from 12.4 percent in last year's quarter to 3.2 percent in the 1999
first  quarter.  Lower  profit  margins  were  principally  driven  by  negative
operating  leverage  on the lower  revenues,  increased  price  competition  and
discounting  of  services  and  products,  and lower  profitability  on upstream
engineering and construction  work by the segment's Brown & Root Energy Services
business unit.
         The Engineering and Construction Group business segment's revenues were
$1,508 million,  up 12 percent  compared to the 1998 first quarter.  Both of the
segment's  business  units,  Kellogg  Brown & Root  and  Brown & Root  Services,
increased revenues more than 10 percent. Operating income for the segment in the
1999 first  quarter was $58  million,  a decline of two percent from last year's
quarter,  and  operating  margins  were 3.8  percent in the 1999  first  quarter
compared to 4.4 percent a year ago. The lower profit margins resulted  primarily
from lower  margin work  accomplished  in the United  Kingdom  and Asia  Pacific
regions during the quarter.
         The Dresser Equipment Group business segment's revenues of $663 million
in the  1999  first  quarter  were six  percent  higher  than the 1998  quarter.
Operating  income was $54  million  for the  quarter,  an increase of 38 percent
compared  to last year's  first  quarter.  Operating  margins  increased  to 8.1
percent in the 1999 first  quarter  compared  to 6.3  percent in the last year's
quarter.  Improved  activity in the U.S.,  which  represented 50 percent of 1999
first  quarter  revenues  compared to 40 percent last year,  contributed  to the
improved financial performance of the segment.

                                     -more-

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<PAGE>
Halliburton Company                  page 3

         Dick Cheney, Halliburton Company's chief executive officer,  commented,
"As I've said previously,  1999 is going to be a tough year for the oil services
industry.  But recent actions by OPEC and the improvement of oil and natural gas
prices gives us reason to believe customer  spending will pick up late this year
or early in 2000. During the 1999 first quarter,  the company reduced employment
levels by about an additional  10 percent and  consolidated  many  facilities to
reduce our cost structure to better meet the needs of our markets. With our more
efficient  organization  and a strong  technological  base I am optimistic about
opportunities for future growth."
         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.
                                      ###


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<PAGE>
<TABLE>
<CAPTION>
                               HALLIBURTON COMPANY
                        Consolidated Statements of Income
                                   (Unaudited)

                                                    Quarter Ended
                                                       March 31
                                                 1999            1998
                                       Millions of dollars except per share data
 <S>                                          <C>             <C>
 Revenues
   Energy Services Group                      $    1,753      $    2,285
   Engineering and Construction Group              1,508           1,347
   Dresser Equipment Group                           663             623
                                              -----------     ----------- 
     Total revenues                           $    3,924      $    4,255
                                              -----------     -----------
                                              -----------     -----------    
 Operating income
   Energy Services Group                      $       57      $      283
   Engineering and Construction Group                 58              59
   Dresser Equipment Group                            54              39
   General corporate                                 (17)            (20)
                                              -----------     -----------
     Total operating income                          152             361

 Interest expense                                    (36)            (30)
 Interest income                                      32               7
 Foreign currency losses, net                         (1)              -
 Other nonoperating, net                               2               -
                                              -----------     -----------
 Income before income 
   taxes, minority interests, and
   change in accounting method                       149             338

 Provision for income taxes                          (60)           (128)

 Minority interest in net income
   of subsidiaries                                    (8)             (7)
                                              -----------     ----------- 
 Income before accounting change                      81             203

 Cumulative effect of change in
  accounting method, net                             (19)              -
                                              -----------     -----------
 Net income                                   $       62      $      203
                                              -----------     -----------
                                              -----------     -----------

 Basic income per share:
   Before change in accounting method         $     0.18      $     0.46
   Change in accounting method                     (0.04)              -
                                              -----------     -----------
   Net income                                 $     0.14      $     0.46

 Diluted income per share:
   Before change in accounting method         $     0.18      $     0.46
   Change in accounting method                     (0.04)              -
                                              -----------     -----------
   Net income                                 $     0.14      $     0.46

 Basic average common
   shares outstanding                                440             438

 Diluted average common
   shares outstanding                                442             443

 <FN>
 Prior year restated for the acquisition of Dresser Industries, Inc.,
 which has been accounted for as a pooling of interests.
 </FN>
 </TABLE>



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