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) MARCH 27, 2003 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 4100 Clinton Drive Houston, Texas 77020-6299 (Address of principal executive offices) Registrant's telephone number, including area code - 713-676-3011 INFORMATION TO BE INCLUDED IN REPORT Item 9. Regulation FD Disclosure On March 27, 2003 registrant issued a press release entitled "Halliburton 2002 Fourth Quarter Adjustments." The text of the press release is as follows: HALLIBURTON 2002 FOURTH QUARTER ADJUSTMENTS HOUSTON -- Halliburton (NYSE:HAL) announced today that subsequent to the issuance of its 2002 fourth quarter earnings press release on February 20, 2003, the Company recorded an additional $3 million expense, net of tax, to continuing operations and an $11 million expense, net of tax, to discontinued operations for an overall decrease in net income for the fourth quarter of 2002 of $14 million. The $3 million adjustment to continuing operations relates to the results of a majority owned consolidated foreign joint venture. The $11 million adjustment to discontinued operations relates to a reduction in estimated insurance recoveries for asbestos and silica claims and was the result of a recent announcement regarding the financial viability of an insurance carrier that was voluntarily placed in rehabilitation. In estimating the probable insurance recoveries related to asbestos and silica liability claims, the Company with assistance from Peterson Consulting, its third party insurance estimator, assumed that no recovery from insolvent carriers would be received. On March 5, 2003, the New Hampshire Insurance Department announced that The Home Insurance Company had been voluntarily placed in rehabilitation. Based upon this announcement, the Company believes The Home Insurance Company should be treated as an insolvent carrier for purposes of computing insurance recoveries. As a result, the Company has revised the estimate of probable insurance recoveries as of December 31, 2002 to exclude any recoveries from The Home Insurance Company and has recorded an $11 million expense, net of tax, to discontinued operations in 2002. Although the Company has adopted this accounting treatment, the Company will continue to pursue all of its claims against all insolvent insurance carriers. In addition, the Company recorded an aggregate $3 million expense, net of taxes, related to one of its majority owned consolidated foreign joint ventures in the Engineering and Construction segment, which affected depreciation expense, tax expense and minority interest expense. After the effect of these adjustments, the Company's fourth quarter 2002 net loss from continuing operations remains at $0.30 per share, unchanged from the earnings per share previously announced for the fourth quarter. In addition, the Company's 2002 fourth quarter net income from continuing operations on a pro forma basis remains unchanged at $0.24 per share. Reconciliations of the pro forma financial results and the adjusted financial results are included in the attached tables. Halliburton, founded in 1919, is one of the world's largest providers 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. HALLIBURTON COMPANY Consolidated Statements of Income (Unaudited) Quarter Ended Twelve Months Ended December 31 December 31 ---------------------------- --------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ----------- Millions of dollars except per share data Revenues Energy Services Group $ 1,714 $ 1,913 $ 6,836 $ 7,811 Engineering and Construction Group 1,634 1,259 5,736 5,235 ------------ ------------ ------------ ----------- Total revenues $ 3,348 $ 3,172 $ 12,572 $13,046 ============ ============ ============ =========== Operating income Energy Services Group $ 199 $ 258 $ 638 $ 1,036 Engineering and Construction Group (189) 27 (685) 111 General corporate (31) (13) (65) (63) ------------ ------------ ------------ ----------- Total operating income (loss) (21) 272 (112) 1,084 Interest expense (22) (32) (113) (147) Interest income 8 9 32 27 Foreign currency gain (losses), net (13) (4) (25) (10) Other, net (12) - (10) - ------------ ------------ ------------ ----------- Income (loss) from continuing operations before income taxes, minority interests, and change in accounting method (60) 245 (228) 954 (Provision) benefit for income taxes (49) (99) (80) (384) Minority interest in net income of subsidiaries (23) (5) (38) (19) ------------ ------------ ------------ ----------- Income (loss) from continuing operations before change in accounting method (132) 141 (346) 551 Discontinued operations, net Income (loss) from discontinued operations (484) (2) (652) (42) Gain on disposal of discontinued operations - - - 299 ------------ ------------ ------------ ----------- Income (loss) from discontinued operations (484) (2) (652) 257 ------------ ------------ ------------ ----------- Cumulative effect of change in accounting method, net - - - 1 ------------ ------------ ------------ ----------- Net income (loss) $ (616) $ 139 $ (998) $ 809 ============ ============ ============ =========== Basic income per share: Continuing operations $ (0.30) $ 0.33 $ (0.80) $ 1.29 Discontinued operations, net Income (loss) from discontinued operations (1.12) (0.01) (1.51) (0.10) Gain on disposal of discontinued operations - - - 0.70 ------------ ------------ ------------ ----------- Income (loss) from discontinued operations (1.12) (0.01) (1.51) 0.60 ------------ ------------ ------------ ----------- Net income (loss) $ (1.42) $ 0.32 $ (2.31) $ 1.89 ============ ============ ============ =========== Diluted income per share: Continuing operations $ (0.30) $ 0.33 $ (0.80) $ 1.28 Discontinued operations, net Income (loss) from discontinued operations (1.12) (0.01) (1.51) (0.10) Gain on disposal of discontinued operations - - - 0.70 ------------ ------------ ------------ ----------- Income from discontinued operations (1.12) (0.01) (1.51) 0.60 ------------ ------------ ------------ ----------- Net income (loss) $ (1.42) $ 0.32 $ (2.31) $ 1.88 ============ ============ ============ =========== Basic average common shares outstanding 433 429 432 428 Diluted average common shares outstanding 433 430 432 430 -more- TABLE 1 HALLIBURTON COMPANY Reconciliation of As Reported Results to Pro Forma Results Three months ended December 31, 2002 (Unaudited) Other Net Earnings/ Operating Income/ (Provision) Income/ (loss) per Income/ (Expense) - Benefit (loss) from Share from (loss), (including for Minority Continuing Continuing Pretax interest) Taxes Interest Operations Operations -------------------------------------------------------------------------------------------- Pro forma results (excluding items below): $ 239 $ (33) $ (81) $ (23) $ 102 $ 0.24 Loss on equity investment - (9) 3 - (6) (0.02) Brazil project loss 2 - (1) - 1 - Demutualization of an insurance company 1 3 (2) - 2 - Asbestos charge (234) - 20 - (214) (0.49) Restructuring costs (29) - 12 - (17) (0.03) -------------------------------------------------------------------------------------------- As reported $ (21) $ (39) $ (49) $ (23) $ (132) $ (0.30) ============================================================================================ TABLE 2 HALLIBURTON COMPANY Reconciliation of As Reported Results to Pro Forma Results Twelve months ended December 31, 2002 (Unaudited) Other Net Earnings/ Operating Income/ (Provision) Income/ (loss) per Income/ (Expense) - Benefit (loss) from Share from (loss), (including for Minority Continuing Continuing Pretax interest) Taxes Interest Operations Operations -------------------------------------------------------------------------------------------- Pro forma results (excluding items below): $ 796 $ (109) $ (267) $ (38) $ 382 $ 0.88 Sale of EMC 108 3 (43) - 68 0.16 Patent lawsuit (98) (4) 40 - (62) (0.14) Highlands receivable write-off (80) - 31 - (49) (0.11) Demutualization of an insurance company 29 3 (13) - 19 0.04 Restructuring costs (107) - 42 - (65) (0.15) Brazil project loss (117) - 45 - (72) (0.17) Asbestos charge (564) - 82 - (482) (1.11) Loss on equity investment (79) (9) 3 - (85) (0.20) -------------------------------------------------------------------------------------------- As reported $ (112) $ (116) $ (80) $ (38) $ (346) $ (0.80) ============================================================================================ -more- TABLE 3 HALLIBURTON COMPANY Reconciliation of Previously Issued As Reported Results to Adjusted As Reported Results Three months ended December 31, 2002 (Unaudited) Previously Issued As Adjusted Reported Insolvency of Joint Venture As Reported Results Insurer Operations Results ---------------------------------------------------------------------- Operating Income/(loss) Pretax $ (27) $ - $ 6 $ (21) Other Income/(Expense) - (including interest) (39) - - (39) (Provision) Benefit for Taxes (50) - 1 (49) Minority Interest in Net Income of Subsidiaries (13) - (10) (23) ---------------------------------------------------------------------- Net Income/(loss) from Continuing Operations (129) - (3) (132) Income (loss) from Discontinued Operations (473) (11) (484) ---------------------------------------------------------------------- Net Income $ (602) $ (11) $ (3) $ (616) ====================================================================== Earnings/(loss) per Share from Continuing Operations $ (0.30) $ - $ - $ (0.30) ====================================================================== TABLE 4 HALLIBURTON COMPANY Reconciliation of Previously Issued As Reported Results to Adjusted As Reported Results Twelve months ended December 31, 2002 (Unaudited) Previously Issued As Adjusted Reported Insolvency of Joint Venture As Reported Results Insurer Operations Results ------------------------------------------------------------------------ Operating Income/(loss) Pretax $ (118) $ - $ 6 $ (112) Other Income/(Expense) - (including interest) (116) - - (116) (Provision) Benefit for Taxes (81) - 1 (80) Minority Interest in Net Income of Subsidiaries (28) - (10) (38) ------------------------------------------------------------------------ Net Income/(loss) from Continuing Operations (343) - (3) (346) Income (loss) from Discontinued Operations (641) (11) (652) ------------------------------------------------------------------------ Net Income $ (984) $ (11) $ (3) $ (998) ======================================================================== Earnings/(loss) per Share from Continuing Operations $ (0.79) $ - $ (0.01) $ (0.80) ======================================================================== ### 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: March 28, 2003 By: /s/ Margaret E. Carriere ------------------------------------ Margaret E. Carriere Vice President and Secretary