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)
JANUARY 23, 2002
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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The Exhibit Index Appears on Page 4
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 January 23, 2002 registrant issued a press release entitled "Halliburton
Fourth Quarter 33 Cents EPS Caps Outstanding Year".
The following summarizes that press release:
Registrant announced 2001 fourth quarter net income from continuing
operations of $141 million ($0.33 per diluted share) and $551 million ($1.28 per
diluted share) for the full year. Total net income was $139 million ($0.32 per
diluted share) for the 2001 fourth quarter. Discontinued operations for the 2001
fourth quarter included $2 million after-tax for asbestos-related expenses
($0.01 per diluted share). Revenues from continuing operations were $3.2 billion
in the 2001 fourth quarter, essentially the same as a year ago. Operating income
of $272 million for the quarter was up significantly over last year. Compared to
the record 2001 third quarter, revenues and operating income decreased by $219
million and $70 million, respectively, due to softening petroleum industry
conditions.
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 January 23, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALLIBURTON COMPANY
Date: January 24, 2002 By: /s/ Susan S. Keith
----------------------------------------
Susan S. Keith
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Description
20 Press Release Dated January 23, 2002
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Cedric Burgher
January 23, 2002 Vice President, Investor Relations
713-676-4608
Wendy Hall
Manager, Media Relations
713-676-5227
HALLIBURTON FOURTH QUARTER 33 CENTS EPS CAPS OUTSTANDING YEAR
DALLAS, Texas -- Halliburton Company (NYSE:HAL) reported today 2001 fourth
quarter net income from continuing operations of $141 million ($0.33 per diluted
share) and $551 million ($1.28 per diluted share) for the full year. Total net
income was $139 million ($0.32 per diluted share) for the 2001 fourth quarter.
Discontinued operations for the 2001 fourth quarter included $2 million
after-tax for asbestos-related expenses ($0.01 per diluted share).
Revenues from continuing operations were $3.2 billion in the 2001 fourth
quarter, essentially the same as a year ago. Operating income of $272 million
for the quarter was up significantly over last year. Compared to the record 2001
third quarter, revenues and operating income decreased by $219 million and $70
million, respectively, due to softening petroleum industry conditions.
"Both the Energy Services Group and Engineering and Construction Group finished
2001 on a strong note" said Dave Lesar, chairman, president and chief executive
officer, Halliburton. "Within the Energy Services Group, Halliburton Energy
Services and Landmark Graphics had excellent quarterly results despite the
decline in customer activity within the United States during the 2001 fourth
quarter. The Engineering and Construction Group's fourth quarter was
particularly noteworthy in terms of profitability and the Group ended the year
with a strong backlog. Halliburton is well positioned as we move into what could
be a challenging 2002. We were disappointed that excellent operational results
were overshadowed by the market's overreaction to asbestos news, but believe
that our patient investors will be rewarded."
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Halliburton Company\Page 2
2001 Fourth Quarter Segment Results
The Energy Services Group segment posted 2001 fourth quarter revenues of $2.2
billion, representing an eight percent increase compared to the 2000 fourth
quarter. Within the Energy Services Group, revenues at Halliburton Energy
Services increased eight percent compared to the 2000 fourth quarter and
increased across all geographic regions. Compared to the 2001 third quarter, the
Energy Services Group revenues decreased by 21 percent in the United States,
while international revenues increased by six percent.
Operating income for the Energy Services Group segment was $227 million, an
increase of 18 percent from the 2000 fourth quarter. Operating margins increased
by almost one percent for the comparable period. Halliburton Energy Services
operating income increased 46 percent compared to the 2000 fourth quarter and
decreased about 19 percent compared to the 2001 third quarter. Halliburton
Energy Services operating margins were 15 percent compared to 11 percent a year
earlier. Landmark Graphics delivered another strong performance in revenues and
profit during the 2001 fourth quarter. Excellent results at Halliburton Energy
Services and Landmark Graphics were partially offset by lower results for the
rest of the segment.
The Engineering and Construction Group's 2001 fourth quarter revenues were $1
billion, down from the $1.2 billion reported in the 2000 fourth quarter, due to
the completion of several large projects earlier in the year. Operating income
of $61 million for the 2001 fourth quarter resulted in a margin of over six
percent, contrasted with a loss from operations in the prior year quarter and up
from less than four percent sequentially. The results for the 2001 fourth
quarter benefited from continued excellent performance on several large
contracts, as well as milestone job performance awards and resolution of claims
on several other contracts. The 2000 fourth quarter results included $157
million recorded for job losses and $36 million related to restructuring the
Engineering and Construction Group.
Backlog
Backlog for the Company finished the year at $9.9 billion, up from $9.4 billion
at the beginning of the year. At December 31, 2001, backlog comprised $7.4
billion for the Engineering and Construction Group and $2.5 billion for the
Energy Services Group.
Discontinued Operations
The 2001 fourth quarter net loss from discontinued operations was $2 million
after-tax, which reflects asbestos-related expenses of previously disposed
businesses. In the 2000 fourth quarter, net income from discontinued operations
was $26 million, reflecting contributions by the Dresser Equipment Group, which
was sold in April 2001.
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Halliburton Company\Page 3
Technology and Significant Achievements
Halliburton has recently announced a number of advances in technology and new
contract awards including:
o Halliburton KBR and its joint venture partners were awarded the
engineering, procurement, and construction contract for a liquefied
natural gas (LNG) project, in the Egyptian port of Damietta, by SEGAS,
Union Fenosa's special purpose operating company in Egypt. The project,
estimated at approximately $1 billion, calls for the development of a
single train LNG complex (with an option for a second train) with a
capacity of approximately 5 million tons per annum. LNG has been a
major part of Halliburton KBR business for over 25 years and this win
reaffirms Halliburton KBR as the industry LNG leader.
o Halliburton Energy Services continued to set new ultra-deepwater world
records at Unocal Corporation's Trident prospect in Alaminos Canyon,
Block 903, in the Gulf of Mexico. Halliburton's cementing, drilling
fluid, directional drilling, logging-while-drilling, surface data
logging, and real-time operations services help set the latest record
in 9,727 feet of water. This work demonstrates Halliburton's commitment
to providing cutting-edge technology that helps conquer the hurdles
encountered on the ultra-deepwater exploration frontier.
o The Energy Services Group further expanded its industry leading Real
Time Operations strategy. Since inception Halliburton has deployed over
180 remote satellite units in 12 countries. Using high-speed two-way
data networks and satellite technology, Real Time Operations enable
operators to remotely monitor and control well construction and
operations. The result is better decision making, considerable time
savings, and increased productivity as well as better job quality and
safety. During the year, Halliburton executed 7,200 jobs using real
time operations, as compared to 1,700 jobs in 2000.
o Halliburton, through Enventure, its joint venture with Shell Technology
Ventures Inc., installed record numbers of solid expandable tubulars,
both in terms of feet and connections, during the fourth quarter of
2001. Applying a specially patented process, solid expandable tubular
technology enables drillers to use fewer bore sizes in order to reduce
costs, increase recoverable reserves and production rates, and reduce
environmental risk.
o Landmark Graphics' application services and data services provider,
GrandBasin, was awarded a three-year E&P data management contract by
Shell Exploration and Production Company. The scope of the work
includes management of more than two terabytes of Shell seismic data
using PetroBank(TM), the most advanced data management system in the
E&P industry, and online access to GrandBasin's Web-based Surf and
Connect(TM) application. In addition, Landmark was awarded a four-year
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Halliburton Company\Page 4
E&P data management contract to provide technology, support and
consulting services for Brazil's National Petroleum Agency.
o A consortium of Halliburton KBR, Chiyoda Corporation and Mitsubishi
Corporation of Japan, was awarded a contract for the engineering,
procurement, and construction of an ethylene plant for Jubail United
Petrochemical Company. The one million tons per year plant will be one
of the largest grassroots crackers built in Saudi Arabia and is the
first of a new generation of plants with this capacity in the Middle
East.
o The Halliburton KBR-led consortium, FASTTRAX, has signed a contract
with the U.K. Ministry of Defence to provide a fleet of 92 new heavy
equipment transporters (HET), to the British Army, each capable of
carrying the 72-ton Challenger II tank at speeds of up to 50mph to the
frontline during military operations. Under the $357 million, 20-year
Public Finance Initiative contract, FASTTRAX will own, operate and
maintain the HET fleet and provide heavy equipment transportation
services to the Army.
o Halliburton KBR Government Operations division has been awarded the
U.S. Army Logistics Civil Augmentation Program (LOGCAP) III contract.
LOGCAP provides the military with additional capabilities to rapidly
support and augment the logistic requirements of deployed forces
through use of a civilian contractor. LOGCAP III is a 10-year Task
Order contract, with a one-year base period and nine one-year options.
During the past decade, Halliburton KBR has provided more than $2.5
billion in support services to deployed forces under LOGCAP I and the
subsequent Balkans contracts awarded to the Company.
o Halliburton KBR and JGC have been awarded a contract to provide
Front-End Engineering Design for the terminal portion of Guangdong
LNG's Terminal and Trunkline Project's proposed Chinese LNG project in
southern China. The overall project, estimated at approximately U.S.
$600 million, comprises an LNG receiving terminal and a 300km natural
gas distribution pipeline system. This project is the first of its kind
in China and reinforces Halliburton KBR's position as the world's
leading provider of LNG terminal design services.
Halliburton, 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 and Engineering and Construction Group business segments.
The company's World Wide Web site can be accessed at www.halliburton.com.
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Halliburton Company\Page 5
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 previous quarter ended September 30, 2001 for a more complete discussion of
such risk factors.
-more-
HALLIBURTON COMPANY
Consolidated Statements of Income
(Unaudited)
Quarter Ended Twelve Months Ended
December 31 December 31
-------------------------- -----------------------------
2001 2000 2001 2000
---------- ------------ ------------ -------------
Millions of dollars except per share data
Revenues
Energy Services Group $ 2,168 $ 2,002 $ 8,722 $ 6,776
Engineering and Construction Group 1,004 1,191 4,324 5,168
------------ ----------- ----------- ------------
Total revenues $ 3,172 $ 3,193 $ 13,046 $11,944
============ =========== =========== ============
Operating income (loss)
Energy Services Group $ 227 $ 192 $ 1,015 $ 582
Engineering and Construction Group 61 (167) 143 (42)
General corporate (16) (18) (74) (78)
------------ ----------- ----------- ------------
Total operating income 272 7 1,084 462
Interest expense (32) (42) (147) (146)
Interest income 9 9 27 25
Foreign currency losses, net (4) (2) (10) (5)
Other nonoperating, net - - - (1)
------------ ----------- ----------- ------------
Income (loss) from continuing operations before
income taxes, minority interests, and change
in accounting method 245 (28) 954 335
(Provision for) benefit from income taxes (99) 11 (384) (129)
Minority interest in net income of subsidiaries (5) (4) (19) (18)
------------ ----------- ----------- ------------
Income (loss) from continuing operations
before change in accounting method 141 (21) 551 188
Discontinued operations, net
Income (loss) from discontinued operations (2) 26 (42) 98
Gain on disposal of discontinued operations - - 299 215
------------ ----------- ----------- ------------
Income (loss) from discontinued operations (2) 26 257 313
------------ ----------- ----------- ------------
Cumulative effect of accounting change - - 1 -
------------ ----------- ----------- ------------
Net income $ 139 $ 5 $ 809 $ 501
============ =========== =========== ============
Basic income (loss) per share:
Continuing operations $ 0.33 $ (0.05) $ 1.29 $ 0.42
Discontinued operations, net
Income (loss) from discontinued operations (0.01) 0.06 (0.10) 0.22
Gain on disposal of discontinued operations - - 0.70 0.49
------------ ----------- ----------- ------------
Income (loss) from discontinued operations (0.01) 0.06 0.60 0.71
------------ ----------- ----------- ------------
Net income $ 0.32 $ 0.01 $ 1.89 $ 1.13
============ =========== =========== ============
Diluted income (loss) per share:
Continuing operations $ 0.33 $ (0.05) $ 1.28 $ 0.42
Discontinued operations, net
Income (loss) from discontinued operations (0.01) 0.06 (0.10) 0.22
Gain on disposal of discontinued operations - - 0.70 0.48
------------ ----------- ----------- ------------
Income (loss) from discontinued operations (0.01) 0.06 0.60 0.70
------------ ----------- ----------- ------------
Net income $ 0.32 $ 0.01 $ 1.88 $ 1.12
============ =========== =========== ============
Basic average common shares outstanding 429 435 428 442
Diluted average common shares outstanding 430 435 430 446
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