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 February 28, 1999
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
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Savings Plan for Bargaining Unit Employees of
Texsteam Operation of Dresser Industries, Inc. (Plan 197)
4100 Clinton Drive
Building 1, Room 130
Houston, Texas 77020
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office.
Halliburton Company, Inc.
3600 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
<PAGE>
REQUIRED INFORMATION
The following financial statements prepared in accordance with
the financial reporting requirements of ERISA and exhibits are filed
for the Savings Plan for Bargaining Unit Employees of Texsteam
Operation of Dresser Industries, Inc. (Plan 197):
Financial Statements and Schedules
----------------------------------
Report of Independent Public Accountants - Arthur Andersen LLP
Statements of Net Assets Available for Benefits with Fund
Information as of February 28, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the Year Ended February 28, 1999
Notes to Financial Statements
Item 27(a) - Supplemental Schedule of Assets Held for
Investment Purposes as of February 28, 1999
Item 27(d) - Supplemental Schedule of Reportable Transactions
for the Year Ended February 28, 1999
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 Benefit
Committee of the Savings Plan for Bargaining Unit Employees of
Texsteam Operation of Dresser Industries, Inc. has duly caused
this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 14, 1999
By /s/ Celeste Colgan
-------------------------------
Celeste Colgan, Chairman
Benefits Committee
<PAGE>
SAVINGS PLAN FOR BARGAINING UNIT
EMPLOYEES OF TEXSTEAM OPERATION OF
DRESSER INDUSTRIES, INC. (PLAN 197)
Financial Statements
As Of February 28, 1999 And 1998,
And Supplemental Schedules
As Of February 28, 1999
Together With Report Of Independent Public Accountants
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page(s)
-------
<S> <C>
Report of Independent Public Accountants 1
Statements of Net Assets Available for Plan Benefits
at February 28, 1999 and 1998 2
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended February 28, 1999 3
Notes to Financial Statements 4-14
ScheduleI - Item 27a - Supplemental Schedule of Assets Held
for Investment Purposes as of February 28, 1999 15-17
Schedule II - Item 27d - Supplemental Schedule of
Reportable Transactions for the Year Ended
February 28, 1999 19
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of the
Savings Plan for Bargaining Unit Employees of
Texsteam Operation of Dresser Industries, Inc. (Plan 197):
We have audited the accompanying statements of net assets available for plan
benefits of the Savings Plan for Bargaining Unit Employees of Texsteam Operation
of Dresser Industries, Inc. (Plan 197) (the "Plan") as of February 28, 1999 and
1998, and the related statement of changes in net assets available for plan
benefits for the year ended February 28, 1999. These financial statements, and
the supplemental schedules referred to below, are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules 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 February 28, 1999 and 1998, and the changes in its net assets available for
plan benefits for the year ended February 28, 1999, 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 schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor 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 statement 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 schedules 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,
July 14, 1999
<PAGE>
2
<TABLE>
<CAPTION>
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FEBRUARY 28, 1999 AND 1998
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Barr Rosenberg Small Capitalization Fund $ 266 $ -
Davis New York Venture Fund - Class A 299 -
Vanguard 500 Index Fund 86,181 -
Vanguard International Growth Fund 271 -
Vanguard Total Bond Market Index Fund 127,802 100,907
Vanguard Prime Money Market Fund 320,923 235,756
Vanguard U.S. Growth Fund 1,730,878 1,360,654
Vanguard Wellington Fund 989,465 1,188,281
Vanguard Windsor II Fund 4,570 -
Company Stock Fund 148,234 253,924
----------- -----------
3,408,889 3,139,522
Investments, at contract value-
Stable Value Fund 12,413 -
----------- -----------
Total investments 3,421,302 3,139,522
Receivables-
Employer contributions receivable 134,335 148,203
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,555,637 $3,287,725
=========== ===========
<FN>
The accompanying notes are an integral part of this financial statement.
</FN>
</TABLE>
<PAGE>
3
<TABLE>
<CAPTION>
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED FEBRUARY 28, 1999
<S> <C>
ADDITIONS:
Investment income-
Interest and dividends $ 253,218
Net appreciation in fair value of investments 80,730
-----------
Total investments 333,948
-----------
Contributions-
Employees 244,418
Employer 134,335
-----------
378,753
-----------
Total additions 712,701
DEDUCTIONS:
Distributions 444,789
-----------
Total deductions 444,789
-----------
NET INCREASE 267,912
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 3,287,725
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $3,555,637
==========
<FN>
The accompanying notes are an integral part of this financial statement.
</FN>
</TABLE>
<PAGE>
4
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
------------------------
The following description of the Savings Plan for Bargaining Unit Employees of
Texsteam Operation of Dresser Industries, Inc. (Plan 197) (the "Plan") provides
only general information. Participants should refer to the Plan document for a
more comprehensive description of the Plan's provisions.
General
- -------
The Plan is a salary deferral savings plan, which was adopted on June 1, 1991.
Employees eligible to participate in the Plan are former Dresser Union
employees, who have completed one year of service, a minimum of 1,000 hours of
service, and who have reached the age of 21. The Plan was established in
accordance with Section 401(k) of the Internal Revenue Code (IRC) and is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
On September 29, 1998, Halliburton Company (the "Company"), the Plan sponsor,
completed the acquisition of Dresser Industries, Inc. ("Dresser") pursuant to
the Agreement and Plan of Merger (the "Merger") dated as of February 25, 1998.
Prior to the Merger, the Plan was sponsored by Dresser.
Contributions
- -------------
The Plan entitles eligible employees to make pre-tax contributions of up to 12%
of eligible compensation. Pre-tax contributions per employee are limited by law
up to the maximum contributions under Section 402(g) of the IRC.
The Company makes matching contributions equal to 25% of a participant's
elective deferrals up to the first 6% of a Participant's compensation. The
Company also provides for a retirement contribution by the Company of 2% of a
Participant's eligible compensation or other amount as determined by the
Company.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings. Allocations
are based on participant earnings or account balances, as defined.
Administrative
- --------------
Vanguard Fiduciary Trust Company acts as the Plan's trustee ("Trustee") and
recordkeeper.
Vesting
- -------
Participants in the Plan are immediately fully vested in their contributions and
the Company's matching contribution and the earnings thereon. Participants vest
in the Company retirement contributions as follows: (a) zero to four years of
service - 0%, (b) five or more years of service - 100%. Forfeitures of the
employer's contributions due to Participants withdrawing from the Plan prior to
full vesting are first used to pay expenses of the Plan. Any remaining
forfeiture amounts are used to reduce the employer's future contributions.
Forfeitures totaled $3,133 at December 31, 1998 and $0 was used to reduce
employer contributions.
<PAGE>
5
Rollovers
- ---------
Distributions from other qualified 401(k) plans may be transferred into the
Plan.
Investment Options
- ------------------
Participants may direct their contributions and any related earnings into eleven
investment options in percentage increments. A description of each investment
option is described below:
Barr Rosenberg Small Capitalization Fund is an equity indexed mutual fund that
invests at least 65% of its assets in common stocks of issuers with
capitalizations of less than $750 million. It may invest without limit in
foreign securities traded on United States exchanges and seeks a greater return
than Russell 2000 Index.
Davis New York Venture Fund - Class A is an equity fund which primarily invests
in stocks of large fundamentally sound growth companies which appear to be
undervalued.
Vanguard 500 Index Fund is an equity-indexed mutual fund which primarily invests
in stocks comprising the S&P 500 Index.
Vanguard International Growth Fund is a diversified mutual fund which primarily
invests in equity securities of seasoned companies located outside the United
States.
Vanguard Total Bond Market Index Fund is a bond indexed fund which primarily
invests in bonds from a variety of industries in an attempt to match the
performance of the total United States bond market as represented by the
unmanaged Lehman Brothers Bond Index.
Vanguard Prime Money Market Fund is a short-term investment fund which invests
primarily in securities issued by the United States Treasury and other United
States government agencies.
Vanguard U.S. Growth Fund is an equity mutual fund which primarily invests in
the equity securities of seasoned United States companies with above average
prospects for growth.
Vanguard Wellington Fund is a balanced mutual fund which primarily invests in
common stocks and bonds of established companies.
Vanguard Windsor II Fund is an equity mutual fund which primarily invests in
large companies whose stocks generally sell at prices below the overall market
average as compared to dividend income and future return potential.
Company Stock Fund seeks to provide the potential for long-term growth through
increases in the value of Company stock and reinvestment of its dividends.
Stable Value Fund seeks to provide long-term growth of capital.
Distributions
- -------------
The Participant or beneficiary may elect to receive a distribution upon
retirement, termination (elective, nonelective, or due to disability), or death.
Hardship withdrawals are allowed under special provisions. Any distribution
provided by the Plan is paid by the Trustee directly to the participant in the
form of a lump-sum distribution or direct rollover up to the value of the funds
allocated to the account of the Participant.
<PAGE>
6
Plan Termination
- ----------------
The Company expects to continue the Plan indefinitely, but the Company's Board
of Directors reserves the right to terminate the Plan at any time and subject to
the provisions of ERISA. Upon termination of the Plan, all benefits shall be
fully vested, and each Participant will become fully vested in their accounts.
Payment of such amounts to each Participant shall be made by the Trustee at such
time and in a nondiscriminatory manner as directed by the Company's Employee
Benefits Committee.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan have been prepared on the accrual basis of
accounting.
Valuation of Investments
- ------------------------
The Plan's investments are at stated fair value except for its investment
contract, which is valued at contract value (Note 4). Gains and losses on
securities transactions are recorded on a current value basis. For purposes of
reporting under ERISA, gains and losses on investments sold are calculated as
sales proceeds less current value of such investments at the beginning of the
Plan year or acquisition cost if acquired during the Plan year. Unrealized gains
and losses are calculated as current value of investments at the end of the Plan
year less current value at the beginning of the Plan year or acquisition cost if
acquired during the Plan year. Gains and losses on investments sold and
unrealized gains and losses are combined and presented as net realized and
unrealized appreciation (depreciation) in fair value of investments in the
Statements of Changes in Net Assets Available for Plan Benefits.
Expenses of the Plan
- --------------------
Administrative expenses of the Plan are paid by the Plan, unless paid by the
Company. The Company paid certain administrative expenses on behalf of the Plan
directly to the Trustee in 1999 and 1998. The Plan is not liable to the Company
for these expenses paid in its behalf.
Use of Estimates
- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and changes
therein, and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
3. INVESTMENTS:
------------
Prior to April 1, 1998, the Company Stock Fund was frozen to any further
investment activity. On April 1, 1998, the Company Stock Fund was reopened to
participant elected contributions, however, in connection with the Merger, the
Company froze all further contributions to this fund. Upon the consummation of
the Merger, all Dresser common stock held in the fund was converted to the
Company's common stock in a one to one exchange ratio.
<PAGE>
7
The following table represents investments. Investments that represent 5% or
more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Investments, at fair value-
Common stocks - Company Stock Fund $ 148,234 $ 253,924
Mutual funds-
Vanguard U.S. Growth Fund 1,730,878 1,360,654
Vanguard Wellington Fund 989,465 1,188,281
Vanguard Prime Money Market Fund 320,923 235,756
Other 219,389 100,907
Investments, at contract value-
Stable Value Fund 12,413 -
----------- -----------
$3,421,302 $3,139,522
=========== ===========
</TABLE>
As of February 28, 1999, respectively, the Plan's investments appreciated in
value by $72,054. Realized gains on sales of investments were $8,676 based on
aggregate proceeds of $1,087,253 and aggregate cost of $1,078,577.
4. INVESTMENT CONTRACT WITH INSURANCE COMPANY:
-------------------------------------------
In 1998, the Plan entered into an investment contract with various insurance
companies that is maintained by the Trustee. The Trustee maintains the contract
in a pooled account. The guaranteed insurance account is credited with earnings
on the underlying investments (principally corporate bonds) and charged the plan
for withdrawals and administrative expenses charged by the various insurance
companies. The contract is included in the financial statements at contract
value, which approximates fair value, as reported to the Plan by the various
insurance companies. Contract value represents contributions made under the
contract, plus earnings, less Plan withdrawals and administrative expenses.
The average yield for the guaranteed insurance account was 6.20% for 1998. The
crediting rate was 6.19% for 1998. At February 28, 1999, there was no valuation
reserve recorded to adjust contract amounts, since contract amounts approximate
fair market value amounts. There were 12,413 units outstanding at a net asset
value of $1 per unit at February 28, 1999.
5. TAX STATUS OF THE PLAN:
-----------------------
The Internal Revenue Service granted a favorable determination letter to the
Plan on June 18, 1994 stating that the plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan was amended and
restated since receiving the letter. However, Management and the Plan's tax
counsel believe that the Plan is designed and continues to operate according to
the provisions of the IRC. Management intends to maintain the Plan's
qualification under the IRC and ERISA. The Plan has complied with fidelity
bonding requirements of ERISA.
<PAGE>
8
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
----------------------------------------------------
The following is a reconciliation of Net Assets Available for Plan Benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $3,555,637 $3,287,725
Amounts allocated to withdrawing participants (7,600) -
----------- -----------
Net assets available for plan benefits per Form 5500 $3,548,037 $3,287,725
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999
---------
<S> <C>
Benefit payments per the financial statements $444,789
Amounts allocated to withdrawing participants-
Beginning of year -
End of year 7,600
---------
Benefit payments per Form 5500 $452,389
=========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to the
Plan year end but not yet paid as of that date.
<PAGE>
9
7. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS:
-----------------------------------------------------
The following is a summary of net assets available for plan benefits in each
investment fund as of February 28, 1999 and 1998:
<TABLE>
<CAPTION>
1999
- ---------------- -------------- ------------- ------------ -------------- --------------
Investments, Investments, Contributions Net Assets
Participant at at Contract Total Receivable Available for
Directed Fair Value Value Investments Employer Plan Benefits
- ---------------- -------------- ------------- ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Barr Rosenberg
Small Capitali-
zation Fund $ 266 $ - $ 266 $ - 266
Davis New York
Venture Fund
Class-A 299 - 299 - 299
Vanguard 500
Index Fund 86,181 - 86,181 - 86,181
Vanguard Int'l
Growth Fund 271 - 271 - 271
Vanguard
Bond
Index Fund 127,802 - 127,802 - 127,802
Vanguard Prime
Money Market
Fund 320,923 - 320,923 - 320,923
Vanguard U.S.
Growth Fund 1,730,878 - 1,730,878 - 1,730,878
Vanguard
Wellington Fund 989,465 - 989,465 - 989,465
Vanguard
Windsor II Fund 4,570 - 4,570 - 4,570
Stable Value
Fund - 12,413 12,413 - 12,413
Other - - - 134,335 134,335
- ----------------
Non-
Participant
Directed
- ----------------
Company Stock
Fund 148,234 - 148,234 - 148,234
Total $ 3,408,889 $ 12,413 $3,421,302 $ 134,335 $ 3,555,637
<PAGE>
10
7. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
--------------------------------------------------------------
The following is a summary of net assets available for plan benefits in each
investment fund as of February 28, 1999 and 1998:
1998
- ---------------- -------------------- -------------------- -------------------- --------------------
Investments, Contributions Net Assets
Participant at Total Receivable Available for
Directed Fair Value Investments Employer Plan Benefits
- ---------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Vanguard Bond
Index Fund $ 100,907 $ 100,907 - 100,907
Vanguard Prime
Money Market
Fund 235,756 235,756 - 235,756
Vanguard U.S.
Growth Fund 1,360,654 1,360,654 - 1,360,654
Vanguard
Wellington Fund 1,188,281 1,188,281 - 1,188,281
Other - - 148,203 148,203
- ----------------
Non-
Participant
Directed
- ----------------
Company Stock
Fund 253,924 253,924 - 253,924
Total $ 3,139,522 $ 1,139,522 148,203 $ 3,287,725
</TABLE>
<PAGE>
11
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS:
----------------------------------------------------------------
The following is a summary of the changes in net assets available for plan
benefits in each investment fund for the year ended February 28, 1999:
<TABLE>
<CAPTION>
------------- -------------- ------------- ------------- ------------- ------------
Additions:
Investment
Income -
Net Realized
Additions: and Unrealized
Investment Appreciation Additions: Additions:
Income - (depreciation) Total Contributions Additions:
Interest in Fair Value Investment Employee and Contributions Total
and Dividends of Investments Income Rollovers Employer Additions
------------- -------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Barr Rosenberg
Small Capitali-
zation Fund $ 2 $ (15) $ (13) $ 279 $ - $ 266
Davis New York
Venture Fund
Class-A 5 15 20 279 - 299
Vanguard 500
Index Fund 932 8,499 9,431 16,168 17,853 43,452
Vanguard Int'l
Growth Fund 4 (1) 3 177 91 271
Vanguard Bond
Index Fund 8,321 (873) 7,448 15,357 12,554 35,359
Vanguard Prime
Money Market
Fund 15,354 - 15,354 36,287 24,606 76,247
Vanguard U.S.
Growth Fund 104,568 236,343 340,911 135,419 66,431 542,761
Vanguard
Wellington Fund 120,230 (66,291) 53,939 34,188 15,610 103,737
Vanguard
Windsor II
Fund 1,182 (371) 811 1,660 969 3,440
Company Stock
Fund 2,099 (96,576) (94,477) 658 823 (92,996)
Stable Value
Fund 521 - 521 3,946 9,266 13,733
Other - - - - (13,868) (13,868)
Total $ 253,218 $ 80,730 $ 333,948 $ 244,418 $134,335 $ 712,701
<PAGE>
12
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of the changes in net assets available for plan
benefits in each investment fund for the year ended February 28, 1999:
------------- ------------- ------------- ------------- -----------
Net Increase
(Decrease) Interfund Net
Deductions - Total Prior Transfers, Increase
Distributions Deductions to Transfers Net (Decrease)
------------- ------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Barr Rosenberg
Small Capitali-
zation Fund $ - $ - $ 266 $ - $ 266
Davis New York
Venture Fund
Class-A - - 299 - 299
Vanguard 500
Index Fund 20,325 20,325 23,127 63,054 86,181
Vanguard Int'l
Growth Fund - - 271 - 271
Vanguard Bond
Index Fund 2,605 2,605 32,754 (5,859) 26,895
Vanguard Prime
Money Market
Fund 42,995 42,995 33,252 51,915 85,167
Vanguard U.S.
Growth Fund 195,411 195,411 347,350 22,874 370,224
Vanguard
Wellington Fund 138,466 138,466 (34,729) (164,087) (198,816)
Vanguard
Windsor II
Fund 8,584 8,584 (5,144) 9,714 4,570
Company Stock
Fund 35,083 35,083 (128,079) 22,389 (105,690)
Stable Value
Fund 1,320 1,320 12,413 - 12,413
Other - - (13,868) - (13,868)
Total $444,789 $ 444,789 $ 267,912 $ - $ 267,912
<PAGE>
13
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of the changes in net assets available for plan
benefits in each investment fund for the year ended February 28, 1999:
-------------- --------------
Net Assets Net Assets
Available for Available for
Plan Benefits, Plan Benefits,
Beginning End of
of Year Year
-------------- --------------
<S> <C> <C>
Barr Rosenberg
Small Capitali-
zation Fund $ - $ 266
Davis New York
Venture Fund
Class-A - 299
Vanguard 500
Index Fund - 86,181
Vanguard Int'l
Growth Fund - 271
Vanguard Bond
Index Fund 100,907 127,802
Vanguard Prime
Money Market
Fund 235,756 320,923
Vanguard U.S.
Growth Fund 1,360,654 1,730,878
Vanguard
Wellington Fund 1,188,281 989,465
Vanguard
Windsor II
Fund - 4,570
Company Stock
Fund 253,924 148,234
Stable Value
Fund - 12,413
Other 148,203 134,335
Total $3,287,725 $3,555,637
</TABLE>
<PAGE>
14
9. SUBSEQUENT EVENT:
-----------------
Effective April 1, 1999, the Plan merged with Dresser Industries, Inc. Deferred
Savings Plan (Plan 145), a similar plan. Subsequent to the merger, the newly
formed plan changed its name to the Halliburton Savings Plan.
<PAGE>
15
<TABLE>
<CAPTION>
SCHEDULE I
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF FEBRUARY 28, 1999
EIN: 76-0316859
PLAN #: 197
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
or Similar Party Description of Investment Cost Value
---------------------------------------- ---------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Barr Rosenberg Small Capitalization Fund Registered Investment Company $ 282 $ 266
Davis New York Venture Fund Registered Investment Company 284 299
* Vanguard 500 Index Fund Registered Investment Company 79,145 86,181
* Vanguard International Growth Fund Registered Investment Company 273 271
* Vanguard Total Bond Market Index Fund Registered Investment Company 128,460 127,802
* Vanguard Prime Money Market Fund Registered Investment Company 320,923 320,923
* Vanguard U.S. Growth Fund Registered Investment Company 1,410,080 1,730,878
* Vanguard Wellington Fund Registered Investment Company 1,019,116 989,465
* Vanguard Windsor II Fund Registered Investment Company 4,796 4,570
* Company Stock Fund Company Stock Fund 113,373 148,234
Guaranteed Insurance Contracts (Stable Value Fund)-
Allmerica Financial Contract #92167A, interest rate 113 113
8.15%, maturing 12/31/1999
Allstate Life Insurance Company Contract #31026, interest rate 648 648
6.76%, maturing 12/31/2002
Allstate Life Insurance Company Contract #5695, interest rate 245 245
8.01%, maturing 12/30/1999
Allstate Life Insurance Company Contract #77042, interest rate 772 772
5.69%, maturing 12/30/2002
Canada Life Contract #P45900, interest rate 848 848
6.74%, maturing 10/19/2000
<FN>
*Column (a) indicates each person/entity identified to be a party-in-interest.
This supplemental schedule lists assets held for investment
purposes at February 28, 1999, as required by the Department
of Labor Rules and Regulations for Reporting and Disclosure.
</FN>
<PAGE>
16
SCHEDULE I
(Con't)
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF FEBRUARY 28, 1999
EIN: 76-0316859
PLAN #: 197
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
or Similar Party Description of Investment Cost Value
---------------------------------------- ---------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Guaranteed Insurance Contracts (Stable Value Fund) (Continued)-
Caisse Des Depots Contract #23803, interest rate $ 916 $ 916
6.05%, maturing 11/1/2002
Caisse Des Depots Contract #BR-238-01 interest rate 183 183
6.44%, maturing 8/27/2001
Caisse Des Depots Contract #BR-238-02, interest rate 120 120
7.02%, maturing 7/2/2001
Caisse Des Depots Contract #FA-238-04, interest rate 455 455
4.64%, maturing 6/15/2003
Commonwealth CML Contract #176-10, interest rate 64 64
6.84%, maturing 8/15/1999
Commonwealth CML Contract #176-12, interest rate 92 92
6.84%, maturing 4/15/2001
Commonwealth CML Contract #176-13, interest rate 84 84
6.84%, maturing 10/25/2000
Commonwealth CML Contract #176-14, interest rate 132 132
6.84%, maturing 7/15/2005
Commonwealth CML Contract #176-15, interest rate 58 58
6.84%, maturing 10/25/2000
Commonwealth CML Contract #176-18, interest rate 91 91
6.84%, maturing 6/15/2003
Commonwealth CML Contract #176-19, interest rate 136 136
6.84%, maturing 10/15/2000
Commonwealth CML Contract #176-20, interest rate 183 183
6.84%, maturing 12/10/2001
Commonwealth CML Contract #176-22, interest rate 183 183
6.84%, maturing 9/15/2002
Commonwealth CML Contract #176-23, interest rate 181 181
6.84%, maturing 6/15/2000
John Hancock Contract #GAC 7627, interest 153 153
rate 7.72%, maturing 6/30/1999
John Hancock Contract #GAC 8628, interest 153 153
rate 7.08%, maturing 6/15/2001
John Hancock Contract #GAC 8701, interest 136 136
rate 6.60%, maturing 6/30/2003
John Hancock Contract #GAC 9744, interest 717 717
rate 6.36%, maturing 8/15/2002
Life of Virginia Contract #3018, interest rate 150 150
6.78%, maturing 6/17/2002
<FN>
This supplemental schedule lists assets held for investment
purposes at February 28, 1999, as required by the Department
of Labor Rules and Regulations for Reporting and Disclosure.
</FN>
<PAGE>
17
SCHEDULE I
(cont'd)
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF FEBRUARY 28, 1999
EIN: 76-0316859
PLAN #: 197
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
or Similar Party Description of Investment Cost Value
---------------------------------------- ---------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Guaranteed Insurance Contracts (Stable Value Fund) (Continued)-
Metropolitan Life Contract #24634, interest rate 6.77%, $ 210 $ 210
maturing 3/8/2000
Metropolitan Life Contract #24961, interest rate 5.69%, 555 555
maturing 2/28/2000
New York Life Contract #30164, interest rate 8%, 206 206
maturing 6/30/2000
New York Life Contract #30187, interest rate 8.16%, 496 496
maturing 3/11/1999
Peoples Security Contract #0726FR, interest rate 6.76%, 130 130
maturing 9/16/2002
Principal Contract #4-30460, interest rate 6.25%, 165 165
maturing 9/17/2001
Principal Contract #4-30460-2, interest rate 5.42%, 547 547
maturing 10/31/2002
Prudential Contract #8090-211, interest rate 6.61%, 844 844
maturing 8/21/1999
Retirement Savings Trust Interest rate 5.93% 123 123
Security Life Contract #FA0454, interest rate 6.31%, 182 182
maturing 12/17/2001
Security Life Contract #0504, interest rate 6.47%, 92 92
maturing 9/15/2000
Transamerica Contract #51265, interest rate 6.97%, 57 57
maturing 12/31/2000
Transamerica Contract #51265-01, interest rate 5.62%, 82 82
maturing 12/15/2000
VGI Money Market Prime Interest rate 4.94% 1,911 1,911
<FN>
This supplemental schedule lists assets held for investment
purposes at February 28, 1999, as required by the Department
of Labor Rules and Regulations for Reporting and Disclosure.
</FN>
</TABLE>
<PAGE>
18
<TABLE>
<CAPTION>
SCHEDULE II
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES OF
TEXSTEAM OPERATION OF DRESSER INDUSTRIES, INC. (PLAN 197)
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED FEBRUARY 28, 1999
EIN: 76-0316859
PLAN #: 197
(a) (b) (c) (d)* (g) (h)
Identity of Party Number of Number of Selling Realized
Involved Description of Asset Purchases Purchases Sales Price Cost Gain
- ------------------ --------------------------- --------- --------- --------- ------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Vanguard Group Vanguard Prime Money Market 59 $323,797 - $ - $ - $ -
The Vanguard Group Vanguard Prime Money Market - - 17 238,630 238,630 -
The Vanguard Group Vanguard U.S. Growth 36 551,668 - - - -
The Vanguard Group Vanguard U.S. Growth - - 30 417,787 368,618 49,169
The Vanguard Group Vanguard Wellington Fund 31 179,479 - - - -
The Vanguard Group Vanguard Wellington Fund - - 38 312,004 298,951 13,053
<FN>
* Columns (e) and (f), lease expense and expense associated with transaction
are not applicable to this plan and have been omitted.
This supplemental schedule lists individual and series of transactions in excess
of 5% of the plan assets at the beginning of the year as required by the Department
of Labor 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 of our
reports included in fhis Form 11-K, into the previously filed Registration
Statement File No. 333-39931 of Dresser Industries, Inc. Dresser Industries,
Inc. was acquired by Halliburton Company on September 29, 1998.
ARTHUR ANDERSEN LLP
Dallas, Texas,
July 14, 1999
