<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12430
WESTERN ATLAS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3899675
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 888-2500
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 [ ]
On October 31, 1996 there were 53,630,083 shares of Common Stock outstanding.
Page 1 of 15
<PAGE>
WESTERN ATLAS INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Operations
Nine months ended September 30, 1996 and
September 30, 1995 3
Consolidated Statements of Operations
Three months ended September 30, 1996 and
September 30, 1995 4
Consolidated Balance Sheets
September 30, 1996 and December 31, 1995 5
Consolidated Statements of Cash Flows
Nine months ended September 30, 1996 and
September 30, 1995 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 9
Signature 15
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WESTERN ATLAS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------ ------------
Sales and Service Revenues $ 1,848,549 $ 1,641,291
------------ ------------
Costs and Expenses
Cost of sales (exclusive of depreciation
and amortization shown below) 1,276,084 1,117,459
Selling, general and administrative 230,169 215,147
Depreciation and amortization 165,472 154,685
Interest - net 28,413 31,956
------------ ------------
Total 1,700,138 1,519,247
------------ ------------
Earnings before Taxes on Income 148,411 122,044
Taxes on Income (59,364) (49,428)
------------ ------------
Net Earnings $ 89,047 $ 72,616
------------ ------------
------------ ------------
Earnings Per Share $ 1.64 $ 1.35
------ ------
------ ------
Shares used in computing
earnings per share 54,374,577 53,846,499
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
WESTERN ATLAS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------ ------------
Sales and Service Revenues $ 672,602 $ 569,433
------------ ------------
Costs and Expenses
Cost of sales (exclusive of depreciation
and amortization shown below) 463,044 386,584
Selling, general and administrative 82,449 71,577
Depreciation and amortization 56,463 52,602
Interest - net 9,773 9,671
------------ ------------
Total 611,729 520,434
------------ ------------
Earnings before Taxes on Income 60,873 48,999
Taxes on Income (24,363) (19,845)
------------ ------------
Net Earnings $ 36,510 $ 29,154
------------ ------------
------------ ------------
Earnings Per Share $ 0.67 $ 0.54
------- -------
------- -------
Shares used in computing
earnings per share 54,469,212 53,950,019
See accompanying notes to consolidated financial statements.
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<PAGE>
WESTERN ATLAS INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
ASSETS
Current Assets
Cash and marketable securities $ 51,909 $ 116,715
Accounts receivable 661,632 612,336
Inventories less progress billings 155,075 150,855
Deferred tax assets 94,592 117,189
Prepaid expenses and other current assets 60,435 39,385
------------ ------------
Total Current Assets 1,023,643 1,036,480
------------ ------------
Property, Plant and Equipment - at cost 1,421,148 1,336,813
Less accumulated depreciation (655,797) (613,165)
------------ ------------
Property, Plant and Equipment, Net 765,351 723,648
Goodwill and Other Intangibles, Net 455,497 462,873
Geophysical Data and Other Assets 332,450 266,211
------------ ------------
Total Assets $ 2,576,941 $ 2,489,212
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable $ 373,526 $ 380,569
Payrolls and related expenses 121,234 137,739
Notes payable and current portion
of long-term obligations 75,439 24,106
------------ ------------
Total Current Liabilities 570,199 542,414
------------ ------------
Long-term Obligations 489,277 535,034
------------ ------------
Deferred Taxes and Other Long-term Liabilities 59,546 54,917
------------ ------------
Shareholders' Investment
Common stock 53,585 53,235
Additional paid-in capital 1,140,895 1,129,417
Retained earnings 254,840 165,793
Cumulative currency translation adjustment 8,599 8,402
------------ ------------
Total Shareholders' Investment 1,457,919 1,356,847
------------ ------------
Total Liabilities and Shareholders' Investment $ 2,576,941 $ 2,489,212
------------ ------------
------------ ------------
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
WESTERN ATLAS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
----------- -----------
Cash and Cash Equivalents at Beginning of Period $ 116,715 $ 42,094
----------- -----------
Cash Provided by (Used for) Operating Activities
Net earnings 89,047 72,616
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 165,472 154,685
Deferred income taxes 25,324 (7,668)
Change in accounts receivable (79,533) 45,346
Change in inventories (1,185) (40,448)
Change in accounts payable 1,888 (70,724)
Change in payrolls and related expenses (18,913) (13,747)
Other operating activities (8,372) 6,694
----------- -----------
Cash provided by operating activities 173,728 146,754
----------- -----------
Investing Activities
Purchase of capital assets (203,667) (128,309)
Geophysical data, net (59,802) (51,624)
Proceeds from sale of business 12,051 120,732
Other investing activities 260 (22,805)
----------- -----------
Cash used for investing activities (251,158) (82,006)
----------- -----------
Financing Activities
Issuance of long-term obligations 2,099 12,180
Short-term obligations, net (1,200) (10,856)
Repayment of long-term obligations (253) (38,833)
Other financing activities 11,978 10,297
----------- -----------
Cash provided by (used for) financing activities 12,624 (27,212)
----------- -----------
Resulting in (Decrease) Increase in Cash
and Cash Equivalents (64,806) 37,536
----------- -----------
Cash and Cash Equivalents at End of Period $ 51,909 $ 79,630
----------- -----------
----------- -----------
Supplemental disclosure of cash flow information
Interest paid $ 25,073 $ 27,212
Income taxes paid $ 20,443 $ 57,279
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
WESTERN ATLAS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1996
1. The amounts included in this report are unaudited; however in the opinion
of management, all adjustments necessary for a fair statement of results
for the stated periods have been included. These adjustments are of a
normal recurring nature. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. It
is suggested that these consolidated financial statements be read in
conjunction with the audited financial statements and notes thereto
included in the Company's 1995 Annual Report on Form 10-K. The results of
operations for the nine months ended September 30, 1996 are not necessarily
indicative of operating results for the entire year.
2. The components of inventory balances are summarized below:
SEPTEMBER 30, DECEMBER 31,
1996 1995
-----------------------------
(THOUSANDS OF DOLLARS)
Raw materials and work in process $143,118 $145,885
Finished goods 26,837 26,398
Less progress billings (14,880) (21,428)
-------- --------
Net inventories $155,075 $150,855
-------- --------
-------- --------
3. Net interest expense is composed of the following:
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
--------------------- ----------------------
(THOUSANDS OF DOLLARS) (THOUSANDS OF DOLLARS)
Interest expense $32,995 $34,876 $10,765 $10,993
Interest income (4,582) (2,920) (992) (1,322)
------- ------- ------- -------
Interest - net $28,413 $31,956 $ 9,773 $ 9,671
------- ------- ------- -------
------- ------- ------- -------
4. The Company adopted an Employee Stock Purchase Plan (the "Plan") in June
of the current year which became effective September 1, 1996. Under
the Plan, the Company is authorized to issue up to 2.5 million shares of
common stock for purchase by full-time employees of the Company or
designated subsidiaries who choose to participate. Such number of
shares, which may comprise authorized and unissued shares or shares
reacquired by the Company, represents the Company's present estimate of
the maximum number of shares which may be purchased under the Plan,
which is scheduled to expire no later than December 31, 2006. Under the
terms of the Plan, employees may elect to have up to 8% of their annual
earnings withheld to purchase the Company's common stock subject to the
limit set forth in Section 423 of the Internal Revenue Code. The
purchase price of the stock under the Plan will initially be the lower
of 85% of the market price on the first or last day of an offering
period, expected generally to have a duration of six months.
5. In September 1996, the Company entered into an agreement to sell
substantially all of the net assets of its Material Handling Systems
and VantageWare divisions in a single transaction. Net assets relating
to the sale have been reclassified to prepaid expenses and other current
assets as of September 30, 1996.
-7-
<PAGE>
WESTERN ATLAS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company reported higher sales, net earnings and operating profit for the
three and nine months ended September 30, 1996 compared with the three and nine
months ended September 30, 1995. Segment sales and operating profit were as
follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
----------------------- ---------------------
(THOUSANDS OF DOLLARS) (THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
SALES AND SERVICE REVENUES
Oilfield Services $1,022,967 $ 934,277 $359,080 $319,512
Industrial Automation Systems 825,582 707,014 313,522 249,921
---------- ---------- -------- --------
Total sales and service revenues $1,848,549 $1,641,291 $672,602 $569,433
---------- ---------- -------- --------
---------- ---------- -------- --------
Operating Profit
Oilfield Services $ 127,193 $ 117,514 $ 50,989 $ 46,498
Industrial Automation Systems 69,274 54,757 26,557 18,496
---------- ---------- -------- --------
Total operating profit $ 196,467 $ 172,271 $ 77,546 $ 64,994
---------- ---------- -------- --------
---------- ---------- -------- --------
</TABLE>
The Oilfield Services segment reported higher sales and operating profit in the
current three and nine months compared with the corresponding prior periods.
Oilfield Services' operating margins were comparable to those of the
corresponding prior periods.
The Industrial Automation Systems segment reported higher sales and operating
profit for the three and nine months compared with the corresponding prior
periods. Intermec, the Company's automated data collection division,
benefited from the success of new product introductions and higher sales
under its five-year purchasing agreement with the U.S. government. Sales and
operating profit of the Company's Manufacturing Systems Group improved over
the corresponding prior periods.
In September 1996, the Company entered into an agreement to sell substantially
all of the net assets of its Material Handling Systems and VantageWare
divisions in a single transaction. Net assets relating to the sale have been
reclassified to prepaid expenses and other current assets as of September 30,
1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and marketable securities of $51.9 million at September
30, 1996, compared with $116.7 million at December 31, 1995. The cash and
marketable securities balance decreased as a result of working capital needs
of the Manufacturing Systems Group and the expanding Oilfield Services
segment. The Company expects that cash flow from operations, along with
available borrowing capacity, will be adequate to meet strategic objectives
as well as working capital requirements. The Company currently has unused
committed credit facilities with a group of banks which permit the borrowing
of up to $400 million.
-8-
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K: No reports on Form 8-K have been filed by the
Registrant during the quarter ended September 30, 1996.
(b) See Exhibit Index included herein on page 10.
-9-
<PAGE>
WESTERN ATLAS INC.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2.1 Stock Purchase Agreement dated December 7, 1993, among Western Atlas
Inc., Western Atlas International, Inc., Western Research Holdings,
Inc., Litton Industries, Inc. and Dresser Industries, Inc. (Filed as
Exhibit 10M to Amendment No. 1, filed with the Commission on December
13, 1993 ("Amendment No. 1") to the Company's Registration Statement
on Form 10 No. 1-12430 filed with the Commission on October 12, 1993
and incorporated herein by reference.)
2.2 Agreement dated as of January 13, 1994, between Western Atlas
International, Inc. and Halliburton Company (Filed as Exhibit 10S to
Amendment No. 2, filed with the Commission on January 19, 1994
("Amendment No. 2"), to the Company's Registration Statement on Form
10 No. 1-12430 filed with the Commission on October 12, 1993 and
incorporated herein by reference.)
4.1 Indenture dated as of May 15, 1994 between the Company and The Bank
of New York, Trustee, providing for the issuance of securities in
series, filed as exhibit 4.4 to the Company's June 30, 1994 Quarterly
Report on Form 10-Q, and incorporated herein by reference.
4.2 Form of 8.55% Debentures due 2024 issued by the Company under such
indenture, filed as exhibit 4.5 to the Company's June 30, 1994
Quarterly Report on Form 10-Q, and incorporated herein by reference.
4.3 Form of 7-7/8% Notes due 2004 issued by the Company under such
indenture, filed as exhibit 4.6 to the Company's June 30, 1994
Quarterly Report on Form 10-Q, and incorporated herein by reference.
4.4 Other instruments defining the rights of holders of other long-term
debt of the Company are not filed as exhibits because the amount of
debt authorized under any such instrument does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The
Company hereby undertakes to furnish a copy of any such instrument to
the Commission upon request.
-10-
<PAGE>
INDEX TO EXHIBITS, (CONTINUED)
4.5 Rights Agreement, dated as of August 17, 1994 between Western Atlas
Inc. and Chemical Trust Company of California, as Rights Agent, which
includes the form of Certificate of Designations setting forth the
terms of the Series A Junior Participating Preferred Stock, par value
$1.00 per share, of Western Atlas Inc., as Exhibit A; the form of
Right Certificate, as Exhibit B; and the Summary of Rights to
Purchase Preferred Shares, as Exhibit C, filed as Exhibit 4 to the
Company's August 17, 1994 current report on Form 8-K, and
incorporated herein by reference. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day after the public
announcement that a person or group has acquired beneficial ownership
of 15% or more of the Common Shares or the tenth business day (or
such later date as may be determined by action of the Board of
Directors) after a person commences, or announces its intention to
commence, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15%
of the Common Shares.
4.6 $400,000,000 Amended and Restated Credit Agreement dated as of
December 22, 1994, among Western Atlas Inc., the Banks listed
therein, and Morgan Guaranty Trust Company of New York as Agent, and
Bank of America National Trust and Savings Association, The Bank of
New York, Chemical Bank, CIBC Inc., Continental Bank, N.A.,
NationsBank of Texas, N.A., Union Bank of Switzerland, Los Angeles
Branch, and Wells Fargo Bank, N.A. as Co-Agents, filed as exhibit 4.9
to the Company's 1994 Annual Report on Form 10-K and incorporated
herein by reference.
4.7 Amendment No. 1 to the $400,000,000 Amended and Restated Credit
Agreement, dated as of March 20, 1996, filed as Exhibit 4.7 to the
Company's June 30, 1996 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.1 Distribution and Indemnity Agreement dated March 17, 1994, between
Litton Industries, Inc. and Western Atlas Inc., filed as Exhibit 10.1
to the Company's March 31, 1994 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.2 Tax Sharing Agreement entered into March 17, 1994, between Litton
Industries, Inc., and Western Atlas Inc., filed as Exhibit 10.2 to
the Company's March 31, 1994 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.3 Employee Benefits Agreement dated as of March 17, 1994, between
Litton Industries, Inc., and Western Atlas Inc., filed as Exhibit
10.4 to the Company's March 31, 1994 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
-11-
<PAGE>
INDEX TO EXHIBITS, (CONTINUED)
10.4 Intellectual Property Agreement dated March 17, 1994, between Litton
Industries, Inc., and Western Atlas Inc., filed as Exhibit 10.5 to the
Company's March 31, 1994 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.5 Western Atlas International Agreement made as of March 17, 1994, among
Litton Industries, Inc., Western Research Holdings, Inc., and Western
Atlas Inc., filed as Exhibit 10.8 to the Company's March 31, 1994
Quarterly Report on Form 10-Q, and incorporated herein by reference.
10.6 Western Tax Agreement made as of March 17, 1994, between Litton
Industries, Inc., and Western Research Holdings, Inc., filed as
Exhibit 10.9 to the Company's March 31, 1994 Quarterly Report on Form
10-Q, and incorporated herein by reference.
10.7 Change in Control Employment Agreements dated as of March 17, 1994,
between Western Atlas Inc., and each of Alton J. Brann, John R.
Russell and Norman L. Roberts, filed as Exhibit 10.11 to the
Company's March 31, 1994 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.8 Change in Control Employment Agreements dated as of November 16, 1995,
between Western Atlas Inc., and each of Orval F. Brannan and Damir S.
Skerl, filed as exhibit 10.20 to the Company's 1995 Annual Report on
Form 10-K and incorporated herein by reference.
10.9 Western Atlas Inc. Director Stock Option Plan, filed as Exhibit 10.12
to the Company's March 31, 1994 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.10 Western Atlas International, Inc. Benefit Restoration Plan (Filed as
Exhibit 100 to Amendment No. 2 and incorporated herein by reference.)
10.11 Western Atlas International, Inc., Supplemental Retirement Plan (Filed
as Exhibit 10P to Amendment No. 1 and incorporated herein by
reference.)
10.12 Supplemental Retirement Agreement between Western Atlas Inc. and Alton
J. Brann dated March 17, 1994, filed as Exhibit 10.16 to the Company's
March 31, 1994 Quarterly Report on Form 10-Q, and incorporated herein
by reference.
10.13 Western Atlas Inc. Restoration Plan (Filed as Exhibit 10U to Amendment
No. 2 and incorporated herein by reference.)
-12-
<PAGE>
INDEX TO EXHIBITS, (CONTINUED)
10.14 Resolutions adopted by Board of Directors of Western Atlas Inc. on
March 17, 1994, with respect to Incentive Loan Program and form of
promissory note to evidence loans made thereunder, filed as Exhibit
10.20 to the Company's March 31, 1994 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
10.15 Western Atlas Inc. Deferred Compensation Plan for Directors, filed as
exhibit 10.22 to the Company's 1994 Annual Report on Form 10-K and
incorporated herein by reference.
10.16 Western Atlas Inc. Individual Performance Award Plan, filed as
exhibit 10.23 to the Company's 1994 Annual Report on Form 10-K
and incorporated herein by reference.
10.17 Western Atlas Inc. 1995 Incentive Compensation Plan, filed as
exhibit 10.24 to the Company's 1994 Annual Report on Form 10-K
and incorporated herein by reference.
10.18 Western Atlas Inc. Supplemental Executive Retirement Plan, filed
as exhibit 10.21 to the Company's 1995 Annual Report on Form 10-K
and incorporated herein by reference.
10.19 Employment Agreement dated as of December 9, 1995, between
Western Atlas Inc., and Clayton A. Williams, filed as exhibit
10.22 to the Company's 1995 Annual Report on Form 10-K and
incorporated herein by reference.
10.20 Western Atlas Inc. 1993 Stock Incentive Plan, as amended on
February 13, 1996, filed as exhibit 10.23 to the Company's 1995
Annual Report on Form 10-K and incorporated herein by reference.
11 Statement of Computation of Earnings per share included herein on
page 14.
27 Financial Data Schedule (filed only electronically with the
Securities and Exchange Commission).
-13-
<PAGE>
WESTERN ATLAS INC.
PRIMARY EARNINGS PER SHARE AND FULLY DILUTED EARNINGS PER SHARE
(thousands of dollars, except per share data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
EARNINGS PER SHARE
Net earnings $ 89,047 $ 72,616 $ 36,510 $ 29,154
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Primary earnings per share $ 1.64 $ 1.35 $ 0.67 $ 0.54
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Fully diluted earnings per share $ 1.64 $ 1.35 $ 0.67 $ 0.54
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
SHARES USED IN PRIMARY
EARNINGS PER SHARE COMPUTATION
Weighted average common shares
outstanding 53,436,447 53,031,848 53,584,546 53,113,380
Common stock equivalents 938,130 814,651 884,666 836,639
---------- ---------- ---------- ----------
Common and common equivalent
shares - primary 54,374,577 53,846,499 54,469,212 53,950,019
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
SHARES USED IN FULLY DILUTED
EARNINGS PER SHARE COMPUTATION
Common and common equivalent
shares - primary 54,374,577 53,846,499 54,469,212 53,950,019
Additional potentially dilutive
effect of stock options 77,800 92,711 62,554 39,837
---------- ---------- ---------- ----------
Common and common equivalent
shares - fully diluted 54,452,377 53,939,210 54,531,766 53,989,856
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
-14-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTERN ATLAS INC.
(Registrant)
By /s/ Michael E. Keane
----------------------
Michael E. Keane
Chief Financial Officer
November 13, 1996
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 51,909
<SECURITIES> 0
<RECEIVABLES> 661,632
<ALLOWANCES> 0
<INVENTORY> 155,075
<CURRENT-ASSETS> 1,023,643
<PP&E> 1,421,148
<DEPRECIATION> 655,797
<TOTAL-ASSETS> 2,576,941
<CURRENT-LIABILITIES> 570,199
<BONDS> 564,716
0
0
<COMMON> 53,585
<OTHER-SE> 1,404,334
<TOTAL-LIABILITY-AND-EQUITY> 2,576,941
<SALES> 0
<TOTAL-REVENUES> 1,848,549
<CGS> 0
<TOTAL-COSTS> 1,276,084
<OTHER-EXPENSES> 395,641
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,995
<INCOME-PRETAX> 148,411
<INCOME-TAX> 59,364
<INCOME-CONTINUING> 89,047
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89,047
<EPS-PRIMARY> 1.64
<EPS-DILUTED> 1.64
</TABLE>
