UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from to .
---------- -----------------
Commission file number 1-3492
Brown & Root, Inc. Employees' Retirement and Savings Plan
Halliburton Benefits Center
Department H1043
25231 Grogan's Mill Road
The Woodlands, TX 77380
(Full title of the plan and the address of the plan)
Halliburton Company, Inc.
3600 Lincoln Plaza
500 N. Akard Street
Dallas, Texas 75201
(Name of issuer of the securities held pursuant to the plan and address of its
principal executive office.)
<PAGE>
REQUIRED INFORMATION
The following financial statements prepared in accordance with the
financial reporting requirements of ERISA and exhibits are filed for
the Brown & Root Employees' Retirement and Savings Plan:
Financial Statements and Schedules
Report of Independent Public Accountants - Arthur Andersen LLP
Statements of Net Assets Available for Benefits, December 31,
1997, and 1996
Statements of Changes in Net Assets Available for Benefits,
Years Ended December 31, 1997, and 1996
Notes to Financial Statements
Item 27(a) - Schedule of Assets Held for Investment Purposes,
December 31, 1997
Exhibit
Consent of Independent Public Accountants- Arthur Andersen LLP
(Exhibit 23)
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the administrator and/or the Investment
Committee of the Halliburton Company Employee Master Trust has
duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 1, 1998
By /s/ Celeste Colgan
---------------------------------------
Celeste Colgan
Vice President - Human Resources
Halliburton Company
<PAGE>
BROWN & ROOT, INC. EMPLOYEES'
RETIREMENT AND SAVINGS PLAN
Financial Statements
As Of December 31, 1997 And 1996,
And Supplemental Schedule
As Of December 31, 1997
Together With Report Of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Brown & Root, Inc. Employees'
Retirement and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Brown & Root, Inc. Employees' Retirement and Savings Plan (the
"Plan") as of December 31, 1997 and 1996, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements, and the supplemental schedule referred to below, are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statements of changes in net assets available for plan benefits
is presented for the purpose of additional analysis rather than to present the
net assets available for plan benefits and changes in net assets available for
plan benefits of each fund. The supplemental schedule and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 17, 1998
<PAGE>
<TABLE>
<CAPTION>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
General Fixed Halliburton Equity
Investment Income Stock Investment
Fund Fund Fund Fund Total
------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Participation in Master Trust,
at fair value $790,910,875 $540,949,582 $ 21,954,010 $180,822,337 $1,534,636,804
Employer contributions
receivable 36,800,661 1,498,440 792,290 4,925,592 44,016,983
Plan participants' contributions
receivable 475,186 2,857,386 - 820,467 4,153,039
Other receivables 41,299 101,502 2,963 - 145,764
------------ ------------ ------------- ------------ --------------
Total assets 828,228,021 545,406,910 22,749,263 186,568,396 1,582,952,590
------------ ------------ ------------- ------------ --------------
LIABILITIES:
Accrued liabilities (1,101,669) (47,239) (3,926) (25,776) (1,178,610)
Excess contributions (5,829) (114,523) - (5,967) (126,319)
------------- ------------ -------------- ------------- ---------------
Total liabilities (1,107,498) (161,762) (3,926) (31,743) (1,304,929)
------------- ------------ -------------- ------------- ---------------
INTERFUND RECEIVABLES
(PAYABLES) 3,928 (34) (530) (3,364) -
------------- ------------ -------------- -------------- ---------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $827,124,451 $545,245,114 $ 22,744,807 $186,533,289 $1,581,647,661
============ ============ ============= ============ ==============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
General Fixed Halliburton Equity
Investment Income Stock Investment
Fund Fund Fund Fund Total
------------ ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Participation in Master Trust,
at fair value $722,996,932 $554,735,512 $9,260,881 $111,789,461 $1,398,782,786
Employer contributions
receivable 36,412,735 1,215,516 429,724 3,369,850 41,427,825
Plan participants' contributions
receivable 273,285 2,172,387 - 362,989 2,808,661
Other receivables - 11,054 - 4,554 15,608
------------ ------------ ---------- ------------ --------------
Total assets 759,682,952 558,134,469 9,690,605 115,526,854 1,443,034,880
------------ ------------- ---------- ------------ --------------
LIABILITIES:
Accrued liabilities (1,043,646) (28,619) (682) (8,898) (1,081,845)
Excess contributions - (44,477) - - (44,477)
------------- -------------- ----------- ------------- ---------------
Total liabilities (1,043,646) (73,096) (682) (8,898) (1,126,322)
------------- -------------- ----------- ------------- ---------------
INTERFUND RECEIVABLES
(PAYABLES) 10,010 - (1,683) (8,327) -
------------- -------------- ----------- ------------- ---------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 758,649,316 $558,061,373 $9,688,240 $115,509,629 $1,441,908,558
============= ============ ========== ============ ==============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
General Fixed Halliburton Equity
Investment Income Stock Investment
Fund Fund Fund Fund Total
-------------- ------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employer $ 38,697,754 $ 1,553,952 $ 829,084 $ 5,174,426 $ 46,255,216
Plan participants 3,837,716 25,978,515 - 6,184,276 36,000,507
ALLOCATION OF MASTER TRUST
NET INVESTMENT ACTIVITY 118,222,237 40,031,542 7,749,358 28,822,264 194,825,401
------------- ------------ -------------- --------------- ---------------
160,757,707 67,564,009 8,578,442 40,180,966 277,081,124
------------- ------------ -------------- --------------- ---------------
LESS:
Benefits paid to participants (61,545,034) (64,713,977) (622,756) (9,059,494) (135,941,261)
Excess contributions (5,829) (114,523) - (5,967) (126,319)
Administrative expenses (664,697) (494,791) (8,057) (106,896) (1,274,441)
-------------- ------------- -------------- --------------- ---------------
(62,215,560) (65,323,291) (630,813) (9,172,357) (137,342,021)
-------------- ------------- -------------- --------------- ---------------
NET INCREASE 98,542,147 2,240,718 7,947,629 31,008,609 139,739,103
TRANSFERS BETWEEN FUNDS (30,067,012) (15,056,977) 5,108,938 40,015,051 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 758,649,316 558,061,373 9,688,240 115,509,629 1,441,908,558
-------------- ------------- -------------- --------------- ---------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 827,124,451 $545,245,114 $ 22,744,807 $ 186,533,289 $1,581,647,661
============== ============= ============== =============== ===============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION
AS OF DECEMBER 31, 1996
General Fixed Halliburton Equity
Investment Income Stock Investment
Fund Fund Fund Fund Total
--------------- ---------------- -------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employer $ 39,202,137 $ 1,264,058 $ 445,780 $ 3,541,299 $ 44,453,274
Plan participants 3,544,959 28,981,519 - 4,019,375 36,545,853
--------------- ---------------- -------------- ---------------- ------------------
ALLOCATION OF MASTER TRUST
NET INVESTMENT ACTIVITY 90,777,777 38,397,429 1,683,893 15,785,136 146,644,235
--------------- ---------------- ------------- ---------------- ------------------
133,524,873 68,643,006 2,129,673 23,345,810 227,643,362
--------------- ---------------- ------------- ---------------- ------------------
LESS:
Benefits paid to participants (38,916,926) (61,591,207) (268,771) (3,587,426) (104,364,330)
Excess contributions - (44,477) - - (44,477)
Administrative expenses (450,476) (368,289) (5,098) (53,956) (877,819)
--------------- ---------------- ------------- ---------------- ------------------
(39,367,402) (62,003,973) (273,869) (3,641,382) (105,286,626)
--------------- ---------------- ------------- ---------------- ------------------
NET INCREASE 94,157,471 6,639,033 1,855,804 19,704,428 122,356,736
TRANSFERS BETWEEN FUNDS (15,426,320) (23,451,358) 1,435,476 37,442,202 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 679,918,165 574,873,698 6,396,960 58,362,999 1,319,551,822
--------------- ---------------- ------------- ---------------- ------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 758,649,316 $ 558,061,373 $ 9,688,240 $ 115,509,629 $ 1,441,908,558
============== ================ ============= ================ ==================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. SUMMARY OF THE PLAN:
The following brief description of the Brown & Root, Inc. Employees' Retirement
and Savings Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete information.
Participation
The Plan is a trusteed, contributory profit-sharing pension plan covering
eligible employees of Brown & Root Holdings, Inc. (the "Company" or the
"Employer"), a Delaware corporation and a wholly owned subsidiary of Halliburton
Company, and those subsidiaries and affiliated companies (collectively, the
"Employers") which have adopted the Plan, as amended. Employees covered by a
collective bargaining agreement are not eligible to participate in the Plan
unless the Plan has been adopted as a part of such agreement. An employee is
eligible for participation in the Plan on the first day of the month following
the completion of one year of service with his/her employer. The administrative
committee of the Plan consists of members appointed by the Board of Directors of
the Company.
Contributions
Employer contributions consist of an annual profit-sharing contribution and a
monthly 401(k) matching contribution.
At the authorization of the Board of Directors, the Company contributes to the
Plan a profit-sharing amount to be allocated to each participant based on the
proportion that each participant's weighted eligible earnings, as defined by the
Plan agreement, bear to the total weighted eligible earnings of all participants
entitled to an allocation. Weighted eligible earnings are determined by
multiplying a participant's eligible earnings by a factor based on the
participant's completed years of service as of the end of the Plan year as
follows:
<TABLE>
<CAPTION>
Years of Service Factor
<S> <C>
Less than 4 1/2
At least 4 but less than 10 1
At least 10 but less than 15 2
At least 15 but less than 20 3
20 or more 4
</TABLE>
In order to be eligible for such contribution, the participant must be actively
employed by the Company on December 31 of the Plan year for which the
contribution applies unless the participant meets certain other conditions
specified by the Plan.
Participants may elect to contribute to the Plan on a pretax basis a percentage
of their eligible earnings, as defined by the Plan, provided that the total
dollar amount of these pretax deferrals during the year does not exceed the
applicable dollar limitation imposed by Treasury Regulations.
<PAGE>
The Employer shall contribute each month an amount equal to 25% of the
participant's contribution during such month up to a maximum of $250 per year.
Participants are fully vested in Company monthly matching contributions.
Additionally, participants may elect to make after-tax contributions to the Plan
not to exceed 10% of their eligible earnings during the Plan year.
Investment Options
The assets of the Plan are combined with assets of certain other benefit plans
of affiliated companies in the Halliburton Company Employee Benefit Master Trust
(the "Master Trust"). The Master Trust is comprised of the following investment
options:
o General Investment Fund (GIF) - The GIF is a diversified fund that
invests primarily in foreign and domestic stocks and bonds and is
structured for long-term growth. The individual securities in the GIF
are managed by several registered professional investment managers
selected by the investment committee, which is appointed by the Board
of Directors of Halliburton Company.
o Fixed Income Fund (FIF) - The FIF is a diversified fund that places the
preservation of principal as its primary objective. Investments of the
FIF include primarily insurance investment contracts, asset-backed
investment contracts, bank investment contracts, and domestic bonds. As
in the GIF, the investment committee uses professional investment
managers to manage individual securities, with the exception of the
bank and insurance contracts which are not actively traded.
o Halliburton Stock Fund (HSF) - The HSF is not a diversified fund and
invests only in the common stock of Halliburton Company.
o Equity Investment Fund (EIF) - The EIF invests primarily in U.S. stocks
and non-U.S. stocks, generally the same stocks which comprise part of
the GIF.
Plan participants may direct their contributions, as well as their portion of
Company contributions, between the FIF, the GIF, the HSF, and the EIF, as
defined by the Plan agreement. Plan participants are allowed to transfer up to
15% of their profit-sharing account and Company match account balances to the
HSF.
Benefits Paid to Participants
Upon application and approval by the Plan's administrative committee, a
participant may withdraw, during active employment, all or part of the balance
in his/her employee contribution account and, under certain conditions, the
vested portion of his/her Employer contribution account. Participants have a
vested interest in the Company contribution account based on years of service as
follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
<S> <C>
Less than 3 0%
At least 3 but less than 4 20
At least 4 but less than 5 50
At least 5 but less than 6 60
At least 6 but less than 7 80
7 or more 100
</TABLE>
The right to benefits under the Plan is nonforfeitable upon the attainment of
age 55, permanent disability, or death. A retired or disabled participant or the
beneficiary of a deceased participant is entitled to receive the total amounts
in the participant and Employer contribution accounts as of the date of
retirement, full and permanent disability, or death, whether his/her interest in
such accounts is vested or not. Benefits are recorded when paid.
<PAGE>
Forfeitures
Forfeitures represent the nonvested portion of a terminated participant's profit
sharing account. Forfeitures are allocated at each year-end ($748,592 and
$1,078,643 in 1997 and 1996, respectively) to all active participants eligible
for an Employer contribution for such year. The allocation is based on the same
method as that of the Employer contribution discussed above.
Allocation of Income
The income or loss of the GIF, FIF, HSF, and EIF is allocated to participants'
accounts as of the last day of each month. The allocation to each participant's
account is made in the proportion that the participant's account at the end of
the month bears to the total of such accounts for all participants.
Plan Amendment, Modification, and Termination
The Board of Directors of the Company may amend, modify, or terminate the Plan
at any time. No such termination is contemplated, but if it should occur, the
accounts of all participants would be immediately fully vested and paid in
accordance with the terms of the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES:
Allocation Of Master Trust Net Investment Activity
The allocation of the Master Trust net investment activity represents the Plan's
share of the net investment income or loss on investments held by the Master
Trust. The net investment income is the realized gain (loss) from investments
sold, change in the unrealized net gain (loss) on investments, dividend income,
and interest income less related expenses recorded by the Master Trust (see Note
3).
Accrued Liabilities
Accrued liabilities represent amounts owed for Plan expenses as of the end of
the year and amounts due to participants to whom benefit checks have been
written but have not been cashed for periods greater than 90 days.
Administrative Expenses
Administrative expenses which are related to compliance and operational
activities as defined by the Department of Labor may be charged against the Plan
assets at the discretion of the Plan administrator and in accordance with the
terms of the Plan. Certain expenses of the Plan are paid by the Company. The
Plan is not liable to the Company for these expenses paid on its behalf.
Excess Contributions
Excess contributions represent pretax and after tax amounts contributed to
participant accounts which exceeded the statutory limits, as defined by the
Internal Revenue Code, and earnings thereon. These amounts were refunded to
participants subsequent to year-end and were included in the participant's 1997
and 1996 personal income.
<PAGE>
Use of Estimates
Preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the Plan's
financial statements and the reported amounts of income and expenses during the
reporting periods. Actual results could differ from those estimates.
3. MASTER TRUST:
The assets of the Plan are combined with the assets of certain other benefit
plans of affiliated companies in the Master Trust. There are four funds within
the Master Trust: the GIF, FIF, HSF, and EIF. The combination of the Plans'
assets is only for investment purposes, and each plan continues to be operated
under its current plan agreement, as amended. All assets of the Master Trust are
held by State Street Bank and Trust.
The funds within the Master Trust hold bank, insurance and investment contracts
providing a fully benefit-responsive feature. These investments are stated at
contract value, which approximates fair value. Where the Trust owns the
underlying securities of asset-backed investment contracts the contracts are
stated at fair market value of the underlying securities plus an adjustment for
the difference between fair market value of the underlying securities and
contract value. Contract value represents the principal balance of the
investment plus accrued interest at the stated contract rate, less payments
received and contract charges by the insurance company or bank.
Cash equivalents, derivative financial instruments, stock securities, bonds and
notes and all other debt securities are presented at their quoted market value.
Realized and unrealized changes in market values are recognized in the period in
which the changes occur.
The GIF invests in the EIF to obtain its equity exposure. The EIF operates on a
unitized basis. All EIF investments are valued at the end of the month. The unit
price is calculated by dividing the total value of the assets by the total
number of units in existence. Contributions into and withdrawals from the EIF,
in the course of a month, are used to buy and sell units at the preceding
month-end's unit price.
Real estate mortgages are stated at cost plus accrued interest less payments
received.
Real estate holdings are stated at their estimated market values as determined
by an independent appraiser.
The assets of the Plan were held by the Master Trust during 1997 and 1996 (as
described above) and, accordingly, investment activity for 1997 and 1996 was
recorded by the Master Trust. The Master Trust investment activity is included
in the summary statements below.
<PAGE>
The following are the Master Trust statements of net assets as of December 31,
1997 and 1996, and the statements of changes in net assets for the years ended
December 31, 1997 and 1996 (dollar amounts in thousands):
<TABLE>
<CAPTION>
1997
---------------------------------------------------------------
Statement of Net Assets GIF FIF HSF EIF
----------------------- ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Cash and equivalents $ 31,247 $ 113,099 $ 467 $ 73,160
Receivables 9,849 13,990 2 2,623
Asset-backed investment contracts - (41,970) - -
U.S. corporate bonds and
government bonds and notes 502,030 956,763 - -
Non-U.S. bonds 121,967 135,677 - 1,169
Non-U.S. stock - - - 413,086
Halliburton stock - - 180,563 -
Insurance investment contracts - 45,525 - -
Other U.S. stock 14,500 11,370 - 1,127,707
Pooled equity funds - - - 32,215
Pooled bond funds 119,998 11,183 - -
Real estate and related 4,333 - - -
GIF participation in EIF 1,251,159 - - (1,251,159)
Payables (63,170) (108,871) (21) (1,084)
-------------- ------------ -------------- -------------
Net assets of the Master Trust $ 1,991,913 $1,136,766 $ 181,011 $ 397,717
============== =========== ============== =============
Plan dollar value interest $ 790,911 $ 540,950 $ 21,954 $ 180,822
============== =========== ============== ==============
Plan percent interest 39.71% 47.59% 12.13% 45.47%
====== ====== ====== ======
Statement of Changes in Net Assets GIF FIF HSF EIF
---------------------------------- -------------- ----------- -------------- --------------
Participating plans' net assets,
beginning of year $ 1,834,926 $1,168,251 $ 102,923 $ 234,076
Receipts from participating plans 115,529 64,052 12,710 124,117
Net realized gain 1,108 2,814 1,971 171,794
Net change in unrealized gain 12,061 1,296 71,971 114,644
Dividend and interest income,
net of Master Trust expenses 31,295 79,920 1,696 26,860
Withdrawals by participating
plans (255,152) (179,567) (10,260) (21,628)
GIF participation in EIF 252,146 - - (252,146)
-------------- ----------- -------------- -------------
Participating plans' net assets,
end of year $ 1,991,913 $1,136,766 $ 181,011 $ 397,717
============== =========== ============== =============
<PAGE>
1997
-----------------------------------------------------------------
Investment Income by Type GIF FIF HSF EIF
------------------------- -------------- ----------- -------------- -------------
Cash and equivalents $ 53 $ 65 $ - $ 69
U.S. corporate and government
bonds and notes 20,147 2,739 - -
Non-U.S. bonds (10,710) (677) - 18
Non-U.S. stock - - - 4,908
Other U.S. stock 2,184 1,985 - 277,786
Halliburton stock - - 73,942 -
Real estate (1,210) - - -
Options 1,180 40 - -
Forward contracts (914) - - 3,580
Other investments 2,439 (42) - 77
-------------- --------- -------------- -------------
Total appreciation $ 13,169 $ 4,110 $ 73,942 $ 286,438
============== ========= ============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1996
-----------------------------------------------------------------
Statement of Net Assets GIF FIF HSF EIF
----------------------- -------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Cash and equivalents $ 48,531 $ 89,426 $ 45 $ 53,008
Receivables 9,301 11,350 - 2,182
Asset-backed investment contracts - 232,108 - -
U.S. corporate and government
bonds and notes 427,898 777,210 - -
Non-U.S. bonds 106,927 81,154 - 1,152
Non-U.S. stock - - - 372,081
Halliburton stock - - 102,888 -
Insurance investment contracts - 55,376 - -
Pooled equity funds 564 - - 924,428
Other U.S. stock - - - 36,786
Pooled bond funds 5,573 - - -
Real estate and related 131,637 12,830 - -
GIF participation in EIF 1,148,314 - - (1,148,314)
Payables (43,819) (91,203) (10) (7,247)
-------------- ------------ ------------ -------------
Net assets $ 1,834,926 $ 1,168,251 $ 102,923 $ 234,076
============== ============ ============ =============
Plan dollar value interest $ 722,997 $ 554,736 $ 9,261 $ 111,789
============== ============ ============ =============
Plan percent interest 39.40% 47.48% 9.0% 47.76%
======= ======= ======= ========
Statement of Changes in Net Assets GIF FIF HSF EIF
---------------------------------- -------------- ------------ ------------ -------------
Participating plans' net assets,
beginning of year $ 1,648,253 $ 1,230,565 $ 88,382 $ 123,594
Receipts from participating plans 142,659 59,339 3,117 92,668
Net realized gain 2,648 79 5,986 105,464
Net unrealized gain (loss) (12,030) (2,662) 13,934 108,265
Dividend and interest income, net of
Master Trust expenses 32,811 83,712 1,734 23,418
Withdrawals by participating plans (183,843) (202,782) (10,230) (14,905)
GIF participation in EIF 204,428 - - (204,428)
-------------- ------------ ------------ -------------
Participating plans' net assets, end of year $ 1,834,926 $ 1,168,251 $ 102,923 $ 234,076
============== ============ ============ =============
Investment Income by Type GIF FIF HSF EIF
------------------------- -------------- ------------ ------------ -------------
Cash and equivalents $ 741 $ (568) $ - $ (141)
U.S. corporate and government
bonds and notes (7,327) (3,470) - -
Non-U.S. bonds 174 499 - (87)
Non-U.S. stock - - - 48,745
Other U.S. stock (89) 1,330 - 161,114
Halliburton stock - - 19,920 -
Real estate 23 - - -
Options 2,915 151 - -
Forward contracts (1,706) - - 4,113
Other investments (4,113) (525) - (15)
-------------- ------------ ------------ -------------
Total appreciation (depreciation) $ (9,382) $ (2,583) $ 19,920 $ 213,729
============== ============ ============ =============
</TABLE>
<PAGE>
The Master Trust makes use of several investment strategies involving the
limited use of derivative instruments. The Master Trust's management, as a
matter of policy and with risk management as their primary objective, monitors
such risk indicators as duration and where applicable, counter-party credit
risk. These are monitored for both the derivatives themselves and for the
investment portfolios holding the derivatives. Investment managers are allowed
to use derivatives for such strategies as portfolio structuring, return
enhancement and hedging against deterioration of investment holdings from market
and interest rate changes. Derivatives are also used as a hedge against foreign
currency fluctuations. The Master Trust's management does not allow investment
managers for the Master Trust to use leveraging for any investment purchase.
Derivative investments are stated at estimated fair market values as determined
by quoted market prices. Gains and losses on such investments are included in
the combining statements of changes in net assets.
4. INVESTMENTS:
Individual investments in excess of 5% of net assets available for plan benefits
are as follows:
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Master Trust - GIF $790,910,875 $722,996,932
Master Trust - FIF 540,949,582 554,735,512
Master Trust - EIF 180,822,337 111,789,461
</TABLE>
5. FEDERAL INCOME TAXES:
The Plan obtained its latest determination letter on September 26, 1995, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code (the
"Code"). The Plan has been amended since receiving the determination letter.
However, management believes, based on consultation with legal counsel, that the
Plan is currently designed and operated in compliance with the applicable
requirements of the Code. Therefore, they believe that the Plan was qualified
under Section 401(a) of the Code and the related trust was tax exempt under
Section 501(a) of the Code as of December 31, 1997 and 1996.
6. RELATED-PARTY TRANSACTIONS:
State Street Trust is the trustee defined by the Plan. The assets of the Plan
are held by the Master Trust, of which State Street Trust is also the trustee.
Therefore these assets qualify as party-in-interest.
<PAGE>
7. UNITS OF PARTICIPATION:
The Plan assigns units of participation to participants. The following details
the total number of units and net asset value per unit as of December 31, 1997
and 1996:
<TABLE>
<CAPTION>
Fund Units Net Asset Value Per Unit
- ---- ----- ------------------------
<S> <C> <C>
1997
- ----
GIF 624,386,239 1.3247
FIF 474,249,903 1.1497
EIF 126,540,457 1.4741
HSF 10,527,080 2.1606
1996
- ----
GIF 666,475,723 1.1383
FIF 521,357,784 1.0704
EIF 95,970,114 1.2036
HSF 7,760,525 1.2484
</TABLE>
8. SUBSEQUENT EVENT:
The Company intends to merge with Dresser Industries, Inc. during 1998. There is
no current intention to merge the Plans.
<PAGE>
SCHEDULE I
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
EIN: 75-2677995
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
Lessor, or Similar Party Description of Investment Cost Value
- ------- --------------------------------- ----------------------------------------- ------------- -------------
<S> <C> <C> <C> <C>
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - General Investment Fund $618,096,849 $790,910,875
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - Fixed Income Fund 531,104,300 540,949,582
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - Halliburton Stock Fund 1,345,781 21,954,010
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - Equity Investment Fund 121,223,295 180,822,337
<FN>
* Column (a) indicates each identified person/entity known to be a
party-in-interest.
This supplemental schedule lists assets held for investment purposes at December
31, 1997, as required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure.
</FN>
</TABLE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8, dated June 1, 1998,
covering the Brown & Root, Inc. Employees' Retirement and Savings Plan, of our
report dated April 17, 1998, relating to the statement of net assets available
for benefits of Brown & Root, Inc. Employees' Retirement and Savings Plan as of
December 31, 1997, and the related statement of changes in net assets available
for benefits for the year then ended and related supplemental schedules, which
report appears in the December 31, 1997, annual report on Form 11-K of
Halliburton Company.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 1, 1998
