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
Halliburton Profit Sharing 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 Halliburton Profit Sharing 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>
HALLIBURTON PROFIT SHARING
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 Profit Sharing Committee of the
Halliburton Profit Sharing and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Halliburton Profit Sharing 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 its 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>
HALLIBURTON PROFIT SHARING 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:
Company contributions receivable $ 60,039,686 $ 272,536 $ - $ 204,200 $ 60,516,422
Plan participants' contributions
receivable 518,835 602,218 - 529,275 1,650,328
Other receivables 53,428 59,083 888 5,159 118,558
Participation in Master Trust,
at fair value 1,165,586,649 579,025,670 159,058,037 214,342,154 2,118,012,510
---------------- -------------- -------------- ---------------- ----------------
Total assets 1,226,198,598 579,959,507 159,058,925 215,080,788 2,180,297,818
---------------- -------------- -------------- ---------------- ----------------
LIABILITIES:
Excess contributions (1,121,935) (1,287,350) - (1,241,328) (3,650,613)
Accrued expenses (73,667) (42,827) (5,233) (12,482) (134,209)
---------------- -------------- -------------- ---------------- ----------------
Total liabilities (1,195,602) (1,330,177) (5,233) (1,253,810) (3,784,822)
---------------- -------------- -------------- ---------------- ----------------
INTERFUND RECEIVABLES
(PAYABLES) 3,818 (38,077) 16,954 17,305 -
---------------- -------------- -------------- ---------------- ----------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 1,225,006,814 $ 578,591,253 $ 159,070,646 $ 213,844,283 $ 2,176,512,996
================ ============== ============== ================ ================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HALLIBURTON PROFIT SHARING 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:
Company contributions receivable $ 40,488,101 $ 154,919 $ - $ 57,142 $ 40,700,162
Plan participants' contributions
receivable 408,285 604,207 - 273,515 1,286,007
Other receivables 83,250 8,697 1,055 12,701 105,703
Participation in Master Trust,
at fair value 1,045,332,198 596,259,764 93,662,744 120,484,109 1,855,738,815
---------------- -------------- ---------------- -------------- ---------------
Total assets 1,086,311,834 597,027,587 93,663,799 120,827,467 1,897,830,687
---------------- -------------- ---------------- -------------- ---------------
LIABILITIES:
Excess contributions (327,081) (453,601) - (210,847) (991,529)
Accrued expenses (63,514) (36,492) (5,684) (11,453) (117,143)
---------------- -------------- ---------------- -------------- ---------------
Total liabilities (390,595) (490,093) (5,684) (222,300) (1,108,672)
---------------- -------------- ---------------- -------------- ---------------
INTERFUND RECEIVABLES
(PAYABLES) (40) 40 - - -
---------------- -------------- ---------------- -------------- ---------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,085,921,199 $596,537,534 $ 93,658,115 $ 120,605,167 $1,896,722,015
================ ============== ================ ============== ===============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HALLIBURTON PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF CHANGES IN 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>
CONTRIBUTIONS:
Company $ 62,447,973 $ 3,591,375 $ - $ 2,152,675 $ 68,192,023
Plan participants 12,053,642 14,805,008 - 11,080,624 37,939,274
ALLOCATION OF MASTER TRUST
NET INVESTMENT ACTIVITY 172,228,847 42,773,236 67,888,844 31,901,073 314,792,000
---------------- -------------- --------------- ---------------- --------------
246,730,462 61,169,619 67,888,844 45,134,372 420,923,297
---------------- -------------- -------------- ---------------- --------------
LESS:
Benefits paid to participants (65,582,715) (58,783,419) (5,540,198) (7,055,471) (136,961,803)
Excess contributions (1,121,935) (1,287,350) - (1,247,328) (3,656,613)
Administrative expenses (815,972) (437,034) (67,702) (88,883) (1,409,591)
Forfeitures - - (2,142) - (2,142)
---------------- -------------- -------------- ---------------- --------------
(67,520,622) (60,507,803) (5,610,042) (8,391,682) (142,030,149)
---------------- -------------- -------------- ---------------- --------------
NET INCREASE IN
NET ASSETS 179,209,840 661,816 62,278,802 36,742,690 278,893,148
---------------- -------------- -------------- ---------------- --------------
TRANSFERS FROM OTHER PLANS:
Enertech plan - 685,457 - - 685,457
Halliburton retirement plan 107,015 11,078 - 94,283 212,376
---------------- -------------- -------------- ---------------- --------------
TRANSFERS BETWEEN FUNDS (40,231,240) (19,304,632) 3,133,729 56,402,143 -
---------------- -------------- -------------- ---------------- --------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,085,921,199 596,537,534 93,658,115 120,605,167 1,896,722,015
---------------- -------------- -------------- ---------------- --------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 1,225,006,814 $ 578,591,253 $ 159,070,646 $ 213,844,283 $2,176,512,996
================ ============= ============== ================ ===============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HALLIBURTON PROFIT SHARING 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:
Company $ 41,524,208 $ 1,925,259 $ - $ 548,016 $ 43,997,483
Plan participants 9,619,490 14,937,216 - 5,546,931 30,103,637
ALLOCATION OF MASTER TRUST
NET INVESTMENT ACTIVITY 131,340,314 41,540,665 19,970,368 16,681,023 209,532,370
---------------- ------------- -------------- --------------- -----------------
182,484,012 58,403,140 19,970,368 22,775,970 283,633,490
---------------- ------------- -------------- --------------- -----------------
LESS:
Benefits paid to participants (57,067,925) (63,225,840) (3,798,860) (3,178,234) (127,270,859)
Excess contributions (327,081) (453,601) - (210,847) (991,529)
Administrative expenses (836,053) (498,095) (74,262) (80,332) (1,488,742)
---------------- ------------- -------------- --------------- -----------------
(58,231,059) (64,177,536) (3,873,122) (3,469,413) (129,751,130)
---------------- ------------- -------------- --------------- -----------------
NET INCREASE (DECREASE) IN
NET ASSETS 124,252,953 (5,774,396) 16,097,246 19,306,557 153,882,360
---------------- ------------- -------------- --------------- -----------------
TRANSFERS FROM OTHER PLANS:
Halliburton retirement plan 443,474 258,184 - 196,806 898,464
---------------- ------------- -------------- --------------- -----------------
TRANSFERS BETWEEN FUNDS (17,053,110) (18,528,875) (4,146,721) 39,728,706 -
---------------- ------------- -------------- --------------- -----------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 978,277,882 620,582,621 81,707,590 61,373,098 1,741,941,191
---------------- ------------- -------------- --------------- -----------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,085,921,199 $596,537,534 $ 93,658,115 $120,605,167 $ 1,896,722,015
================ ============= ============== =============== =================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
HALLIBURTON PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. SUMMARY OF PLAN:
The Halliburton Profit Sharing and Savings Plan (the "Plan") is a defined
contribution profit sharing pension plan for qualified employees of Halliburton
Company and certain subsidiaries (the "Company"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
During 1997 and 1996, the Plan consisted of four investment funds: the General
Investment Fund (GIF), the Fixed Income Fund (FIF), the Halliburton Stock Fund
(HSF) for Halliburton Company common stock, and the Equity Investment Fund
(EIF).
Excess Company profits, if any, are shared with Plan participants through
Company contributions into the GIF based on a formula as defined by the Plan
agreement. The Company's annual contribution, if any, is allocated to
participants based on the proportion that each participant's basic earnings, as
defined by the Plan agreement, bear to the total basic earnings of all qualified
participants during the Plan year. Participants are immediately vested in their
contributions. Participants vest in their Company contributions 20% after three
years of credited service and 20% each credited year of service thereafter.
Participants also become fully vested in their Company contributions if they are
active employees at age 50, or upon death or permanent disability regardless of
years of service. The Plan allows participants to make monthly transfers of
their company contributions among the GIF, FIF, HSF, and EIF. The amount of the
transfer may be all or any portion of the participant's account balance, subject
to certain limitations on transfers to the HSF. Participant's investments of
Company contributions in the HSF may not exceed 15% of their total Company
contributions account balance.
Participants may elect to contribute to the tax deferred savings feature of the
Plan through periodic payroll deductions. These contributions are limited to 15%
of the participant's gross compensation of up to $160,000 and $150,000 for 1997
and 1996, respectively. The Plan participants who contribute also receive
Company matching contributions equal to 50% of the first 4% of a participant's
contributions. Matching contributions are subject to the same vesting schedule
as the profit sharing contributions made to the participants' Company
contributions accounts, as described above. Participant contributions and
matching contributions may be directed in whole percentage increments to the
GIF, FIF, and/or the EIF by the participant, as well as to the HSF, subject to
certain limitations.
Qualified participants may voluntarily make annual cash contributions to regular
savings (after tax) of a certain amount to the GIF, FIF, or the EIF, or the
participants may divide their investment allocation between the three funds in
whole percentage increments. The participants may make contributions into the
Plan either by periodic payroll deductions or by a yearly lump-sum contribution
(regular savings only).
The participant's federal income taxes on tax-deferred savings and Company
contributions and earnings on regular savings are deferred until the participant
withdraws the funds from the Plan. Participants' contributions to their accounts
are fully vested when made.
<PAGE>
Upon termination, if a participant's right to any shares in his/her Company
contributions accounts is forfeitable, those amounts would be allocated to the
remaining qualified participants. Such forfeitures are allocated to remaining
participants on December 31 of the year in which the forfeiture occurred in the
same manner as that of the Company's contributions, as described above. Any
Company matching contributions to tax-deferred savings subject to forfeiture
upon termination are used to reduce future Company matching contributions.
Forfeitures allocated in this manner totaled $473,113 and $777,642 for Plan
years ended 1997 and 1996, respectively. Unallocated forfeitures for the Plan
year ended 1997 totaled $2,142.
Effective January 1, 1991, the Company created the Halliburton Retirement Plan,
which provides participants of the Plan with a guaranteed minimum retirement
benefit. This guaranteed minimum is based on the participant's final average
pay, years of participation service after January 1, 1990, and his/her age. A
participant's post-1989 profit sharing account (Company contributions only) is
used as an offset to the minimum guaranteed benefit.
Participants may elect to transfer their total retirement plan benefit to the
Plan. The participant is able to direct the transfer into one of three funds
(GIF, FIF or the EIF). The amount of the benefit eligible to be rolled over is
the actuarially determined amount which is eligible to be received by the
participant. Transfers may be made during any month of the year. A participant
is eligible for these options upon attainment of either the normal retirement
age (65) or early retirement age (55 or 50 during specified periods).
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:
Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of
accounting.
Cash Equivalents
The Plan considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Allocation of Master Trust Net Investment Activity
The allocation of Master Trust net investment activity represents the Plan's
share of the net investment income or loss on investments held by the
Halliburton Company Employee Benefit Master Trust ("Master Trust") determined by
the Plan's allocable share of the net assets of the Master Trust. Net investment
income or loss is the realized net 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 Expenses
Accrued expenses represent amounts owed for unclaimed participant checks greater
than 90 days old and miscellaneous administrative expenses as of the end of the
year.
<PAGE>
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
personal income.
Payment of Benefits
Benefits are recorded when paid.
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, EIF, and the HSF. 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.
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. 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, bond 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.
<PAGE>
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.
The following are summary statements of net assets and summary statements of
changes in net assets of the Master Trust for the years ended 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 $ 1,165,587 $ 579,026 $ 159,058 $ 214,342
============== ============= ============ ===============
Plan percent interest 58.52% 50.94% 87.87% 53.89%
====== ====== ====== ======
<PAGE>
1997
----------------------------------------------------------------
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 (loss) 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
============== ============= ============ ===============
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
============== ============= ============ ===============
<PAGE>
1996
----------------------------------------------------------------
Statement of Net Assets GIF FIF HSF EIF
----------------------- -------------- ------------- ------------ ---------------
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 bonds 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 - -
Other U.S. stock 564 - - 924,428
Pooled equity funds - - - 36,786
Real estate and related 5,573 - - -
Pooled bond funds 131,637 12,830 - -
GIF participation in EIF 1,148,314 - - (1,148,314)
Payables (43,819) (91,203) (10) (7,247)
-------------- ------------- ------------ ---------------
Net assets of the Master Trust $ 1,834,926 $ 1,168,251 $ 102,923 $ 234,076
============== ============= ============ ===============
Plan dollar value interest $ 1,045,332 $ 596,260 $ 93,663 $ 120,484
============== ============= ============ ===============
Plan percent interest 56.97% 51.04% 91.00% 51.47%
====== ====== ====== ======
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 (loss) 2,648 79 5,986 105,464
Net change in unrealized gain (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
============== ============= ============ ===============
<PAGE>
1996
----------------------------------------------------------------
Investment Income by Type GIF FIF HSF EIF
------------------------- -------------- ------------- ------------ ---------------
Cash and equivalents $ 742 $ (567) $ - $ (140)
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) $ (9,381) $ (2,582) $ 19,920 $ 213,730
============== ============= ============ ===============
</TABLE>
The Master Trust makes use of several investment strategies involving the
limited use of derivative investments. 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 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. FEDERAL INCOME TAXES:
The Internal Revenue Service has determined and informed the Company by letter
dated August 20, 1997, that the Plan and related trust are designed in
accordance with the applicable requirements of the Internal Revenue Code (the
"Code").
5. 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 $ 1,165,586,649 $ 1,045,332,198
Master Trust - FIF 579,025,670 596,259,764
Master Trust - EIF 214,342,154 120,484,109
Master Trust - HSF 159,058,037 93,662,771
</TABLE>
<PAGE>
6. TRANSFER OF ASSETS:
During 1997, the Plan received $685,457 from the Enertech Engineering & Research
Co. Profit Sharing Plan (the "Enertech Plan"). The transfer of assets from the
Enertech Plan was due to the purchase of Enertech Engineering & Research Co. by
the Company. Former Enertech employees now participate in the Halliburton Profit
Sharing and Savings Plan and their former Enertech Plan accounts were
transferred into the Plan.
7. 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.
8. 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 924,533,444 1.3250
FIF 502,991,613 1.1503
EIF 144,861,322 1.4762
HSF 73,062,027 2.1772
1996
- ----
GIF 953,901,264 1.1384
FIF 557,251,316 1.0705
EIF 100,095,582 1.2049
HSF 74,699,406 1.2538
</TABLE>
9. 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
<TABLE>
<CAPTION>
HALLIBURTON PROFIT SHARING AND SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
EIN: 75-2677995
PLAN #: 001
(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 $910,905,966 $1,165,586,649
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - Fixed Income Fund 568,487,403 579,025,670
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - Halliburton Stock Fund 9,750,258 159,058,037
* Halliburton Company Employee Investment in Net Assets of Halliburton
Benefit Master Trust Company Employee Benefit Master
Trust - Equity Investment Fund 143,694,980 214,342,154
<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 Halliburton Profit Sharing and Savings Plan, of our report dated
April 17, 1998, relating to the statement of net assets available for benefits
of Halliburton Profit Sharing 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
