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, 1998
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:
Halliburton Savings Plan
Halliburton Benefits Center
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 Halliburton Savings Plan, previously named the Dresser
Industries, Inc. Deferred Savings Plan:
Financial Statements and Schedules
----------------------------------
Report of Independent Public Accountants - Arthur Andersen LLP
Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the Year Ended December 31, 1998
Notes to Financial Statements
Item 27(a) - Supplemental Schedule of Assets Held for
Investment Purposes as of December 31, 1998
Item 27(d) - Supplemental Schedule of Reportable Transactions
for the Year Ended December 31, 1998
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 Benefits
Committee of the Halliburton Savings Plan has duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 19, 1999
By /s/ Celeste Colgan
-----------------------------------
Celeste Colgan, Chairman
Benefits Committee
<PAGE>
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
Financial Statements
As Of December 31, 1998 And 1997,
And Supplemental Schedules
As Of December 31, 1998
Together With Report Of Independent Public Accountants
<PAGE>
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page(s)
-------
Report of Independent Public Accountants 1
Statements of Net Assets Available for Plan Benefits
at December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended December 31, 1998 3
Notes to Financial Statements 4-11
Schedule I - Item 27a - Supplemental Schedule of Assets
Held for Investment Purposes as of December 31, 1998 12-14
Schedule II - Item 27d - Supplemental Schedule of
Reportable Transactions for the Year Ended
December 31, 1998 15
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
Dresser Industries, Inc. Deferred Savings Plan (Plan 145):
We have audited the accompanying statements of net assets available for plan
benefits of the Dresser Industries, Inc. Deferred Savings Plan (the "Plan") as
of December 31, 1998 and 1997, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1998. 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 December 31, 1998 and 1997, and the changes in its net assets available for
plan benefits for the year ended December 31, 1998, 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 supplemental schedules 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.
As stated in Note 8 to the accompanying financial statements, effective April 1,
1999, the name of the Plan was changed to the Halliburton Savings Plan.
ARTHUR ANDERSEN LLP
Dallas, Texas,
July 14, 1999
<PAGE>
2
<TABLE>
<CAPTION>
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
1998 1997
----------------- ---------------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Cash Fund $ - $ (83,621)
Davis New York Venture Fund 242,567 246,148
Vanguard 500 Index Fund 461,271 -
Vanguard Explorer Fund 3,496 -
Vanguard Prime Money Market Fund 39,531 -
Vanguard Total Bond Market Index Fund 64,261 -
Vanguard U.S. Growth Fund 42,833 -
Vanguard Wellington Fund 168,262 -
Vanguard Windsor II Fund 799,212 -
Merrill Lynch Retirement Preservation Trust - 62,462
Merrill Lynch Equity Index Trust - 358,426
Phoenix Balanced Fund - 152,440
Merrill Lynch Corporate Bond Fund Investment Grade Cl A - 49,770
Merrill Lynch Basic Value Fund Cl A - 834,049
Company Stock Fund 861,087 1,181,647
Loan Fund 35,854 30,693
----------------- ---------------
2,718,374 2,832,014
Investments, at contract value-
Stable Value Fund 734,820 747,828
----------------- ---------------
Total investments 3,453,194 3,579,842
----------------- ---------------
Contributions receivable-
Employee 6,243 6,197
Employer 1,273 1,411
----------------- ---------------
Total receivables 7,516 7,608
----------------- ---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 3,460,710 $3,587,450
================= ===============
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
3
<TABLE>
<CAPTION>
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C>
ADDITIONS:
Investment income-
Interest and dividends $ 185,105
Loan interest repayment 3,115
Net realized and unrealized depreciation
in fair value of investments (74,452)
------------
Total investment income 113,768
Contributions-
Employee 131,152
Employer 23,534
------------
Total additions 268,454
------------
DEDUCTIONS:
Distributions 395,194
---------
Total deductions 395,194
------------
NET DECREASE 126,740
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 3,587,450
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 3,460,710
============
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
4
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
1. DESCRIPTION OF THE PLAN:
------------------------
The following description of the Dresser Industries, Inc. ("Dresser") Deferred
Savings Plan (Plan 145) (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General
- -------
The Plan is a salary deferral savings plan which was adopted and became
effective July 1, 1985. On September 29, 1998, Halliburton Company (the
"Company"), the Plan sponsor, completed the acquisition of 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. Employees eligible for
participation in the Plan are those employees of Dresser with at least three
months of service who are not covered under any other 401(k) plan sponsored by
Dresser and are not covered by a Dresser collective bargaining agreement, unless
such agreement specifically provides for participation in the Plan. The Plan was
established in accordance with section 401(a) of the Internal Revenue Code (IRC)
and is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Contributions
- -------------
The Plan entitles eligible employees to make pre-tax and after-tax
contributions. Total employee contributions cannot exceed 12% of eligible
compensation (10% if a highly-compensated employee). Pre-tax contributions per
employee are limited by law up to the maximum contributions under Section 402(g)
of the IRC.
The Company makes contributions to the accounts of all participants except those
who were eligible for retiree medical coverage. The Company's matching
percentage is a 50% match of employee contributions up to 4% of the
participant's earnings. The Company began making matching contributions to
participants participating in a certain collective bargaining unit based on a
separate formula set forth in the Plan document.
Administrative
- --------------
Merrill Lynch Trust Company was the Plan's trustee and recordkeeper through
February 27, 1998. At that time Vanguard Fiduciary Trust Company became the
trustee (the "Trustee") and recordkeeper. The Trustee is responsible for the
management and recordkeeping of the Plan's assets.
During the period February 20, 1998, through June 19, 1998, all transactions,
except for contributions, enrollment, and loan repayments through payroll
deductions, were frozen at various dates as a result of the change in trustees.
<PAGE>
5
Vesting
- -------
Participant contributions, plus the earnings thereon, vest immediately.
Participants become fully vested in matching contributions and the earnings
thereon upon the completion of five years of service, upon termination of the
plan, or upon death, disability, or attainment of normal retirement age.
Forfeitures of the employer's contributions due to Participants withdrawing from
the Plan prior to full vesting are used to reduce the employer's future
contributions.
Rollovers
- ---------
Distributions from other qualified 401(k) plans may be transferred into the
Plan.
Distributions
- -------------
The Participant or beneficiary may elect to receive a distribution upon
retirement, termination (elective, nonelective, or due to disability), or death.
Any distribution provided by the Plan is paid by the Trustee directly to the
Participant or in the form of a direct rollover to another qualified plan or an
IRA. All distributions are made in lump-sum amounts or in periodic installments,
as elected by the Participant, up to the value of the funds allocated to the
account of the Participant. The Participant may elect to receive an in-service
withdrawal of their after-tax contributions. Special rules apply to a
distribution due to financial hardship and to account balances whose features
were protected by regulations provided for in the merger process.
Forfeited Accounts
- ------------------
At December 31, 1998, forfeited nonvested accounts totaled $9,338. These
accounts will be used to reduce future employer contributions. Also in 1998,
employer contributions were reduced by $11,845 from forfeited nonvested
accounts.
Loans
- -----
A participant may borrow money from the Plan, a minimum of $1,000 and up to a
maximum of the lessor of 50% of the Participant's vested account balance or
$50,000 (less the highest outstanding loan balance). Loans bear interest at the
current prime rate as published in the Wall Street Journal on the first day of
the month in which the loan was made. Loans must be repaid within 5 years (10
years for primary residence loan) through payroll deductions. Early pay-offs are
allowed after six months from the date of the loan. Loans are collateralized by
the Participant's account balance.
Loan activity is reflected in the financial statements in the Loan Fund. Loan
transactions are treated as a transfer to (from) the investment fund from (to)
the Loan fund.
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 for any
reason. Upon termination of the Plan, all benefits shall be fully vested, and
each Participant will become 100% 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.
<PAGE>
6
Investment Options
- ------------------
Upon enrollment in the Plan, a participant may direct their contributions and
Company matching contributions among ten investment options which are summarized
below:
Davis New York Venture Fund 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 Explorer Fund is a diversified mutual fund which primarily invests in
equity securities of small companies.
Vanguard Prime Money Market Fund is a short-term investment fund which invests
primarily in securities issued by the United States Treasury and United States
government agencies.
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 Lehman
Brothers Bond Index.
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.
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
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the plan are prepared on an accrual basis of
accounting.
Expenses of the Plan
- --------------------
Administrative expenses of the Plan are paid directly to the Trustee by the
Company and thus are not components of the Statement of Changes in Net Assets
Available for Plan Benefits. Other administrative services are provided by the
Company on behalf of the Plan.
The Plan is not liable to the Company for these expenses paid on its behalf.
Investment Valuation and Income Recognition
- -------------------------------------------
The Plan's investments are stated at fair value, except for its investment
contract, which is valued at contract value (see Note 3). 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 in the Statements of
Changes in Net Assets Available for Plan Benefits.
Shares of registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at year-end. The
Company stock fund is valued at its year-end unit closing price (comprised of
year-end market price plus uninvested cash position). Participant loans are
valued at cost which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Use of Estimates
- ----------------
The preparation of these 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 the 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.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
<PAGE>
8
3. INVESTMENT CONTRACT WITH INSURANCE COMPANY:
-------------------------------------------
In 1995, the Plan entered into an investment contract with various insurance
companies that is maintained in a pooled account by the Trustee. The guaranteed
insurance account is credited with earnings on the underlying investments
(principally corporate bonds) and charged for Plan 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 Primco. 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%and 6.75% for
1998 and 1997 respectively. The crediting interest rate was 6.74% and 6.19% for
1998 and 1997 respectively. At December 31, 1998, there was no valuation reserve
recorded to adjust contract amounts, since contract amounts approximated fair
market value amounts.
4. INVESTMENTS:
------------
The aggregate cost of investments is $3,163,707 and $2,436,268 as of December
31, 1998 and 1997, respectively.
The following investments, at fair value or contract value, represent 5% or more
of net assets available for plan benefits as of December 31:
<TABLE>
<CAPTION>
1998 1997
--------------------------- -------------------------
Shares Fair Value Shares Fair Value
-------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Investments, at fair value-
Company Stock Fund 29,066 $ 861,087 28,177 $ 1,181,647
Davis New York Venture Fund 9,699 242,567 - -
Vanguard 500 Index 4,048 461,271 - -
Vanguard Windsor II Fund 26,774 799,212 - -
Merrill Lynch Equity Index Trust - - 5,483 358,426
Davis New York Venture Fund - - 11,023 246,148
Merrill Lynch Basic Value Fund Cl A - - 22,493 834,049
Other Various 354,237 Various 211,744
Investments, at contract value-
Stable Value Fund 734,820 - 747,828
------------ ------------
$ 3,453,194 $ 3,579,842
============ ============
</TABLE>
As of December 31, 1998, the Plan's investments depreciated in value by
$558,138. Realized gain on sales of investments was $483,686, based on aggregate
proceeds of $2,852,032 and aggregate basis of $3,335,718.
5. TAX STATUS OF THE PLAN:
-----------------------
The Internal Revenue Service granted a favorable determination letter to the
Plan on October 8, 1996. Management believes that the Plan and related trust are
designed in accordance with the applicable requirements of the IRC. The Plan has
been amended since receiving the letter. However, management and the Plan's tax
counsel belive 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>
9
6. 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 December 31:
<TABLE>
<CAPTION>
1998
--------------------------------------------------------------------------------
Investments, Net Assets
Investments, at Contract Total Contributions Available for
at Fair Value Value Investments Receivable Plan Benefits
--------------- -------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Participant-Directed Funds-
Davis New York Venture Fund $ 242,567 $ - $ 242,567 $ - $ 242,567
Vanguard 500 Index Fund 461,271 - 461,271 - 461,271
Vanguard Explorer Fund 3,496 - 3,496 - 3,496
Vanguard Prime Money Market
Fund 39,531 - 39,531 - 39,531
Vanguard Total Bond Market
Index Fund 64,261 - 64,261 - 64,261
Vanguard U.S. Growth Fund 42,833 - 42,833 - 42,833
Vanguard Wellington Fund 168,262 - 168,262 - 168,262
Vanguard Windsor II Fund 799,212 - 799,212 - 799,212
Stable Value Fund - 734,820 734,820 - 734,820
Loan Fund 35,854 - 35,854 - 35,854
Nonparticipant-Directed Funds-
Other - - - 7,516 7,516
Company Stock Fund 861,087 - 861,087 - 861,087
------------ ---------- ------------ ----------- ------------
Total $ 2,718,374 $ 734,820 $ 3,453,194 $ 7,516 $ 3,460,710
============ ========== ============ =========== ============
1997
--------------------------------------------------------------------------------
Investments, Net Assets
Investments, at Contract Total Contributions Available for
at Fair Value Value Investments Receivable Plan Benefits
--------------- -------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Participant-Directed Funds-
Cash Fund $ (83,621) $ - $ (83,621) $ 7,608 $ (76,013)
Davis New York Venture Fund 246,148 - 246,148 - 246,148
Merrill Lynch Retirement
Preservation Trust 62,462 - 62,462 - 62,462
Merrill Lynch Equity Index Trust 358,426 - 358,426 - 358,426
Phoenix Balanced Fund 152,440 - 152,440 - 152,440
Merrill Lynch Corporate Bond
Fund Investment Grade Cl A 49,770 - 49,770 - 49,770
Merrill Lynch Basic Value
Fund Cl A 834,049 - 834,049 - 834,049
Stable Value Fund - 747,828 747,828 - 747,828
Loan Fund 30,693 - 30,693 - 30,693
Nonparticipant-Directed Funds-
Company Stock Fund 1,181,647 - 1,181,647 - 1,181,647
------------- ---------- ------------ ----------- ------------
Total $ 2,832,014 $ 747,828 $ 3,579,842 $ 7,608 $ 3,587,450
============= ========== ============ =========== ============
</TABLE>
<PAGE>
10
7. 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 December 31, 1998:
<TABLE>
<CAPTION>
Additions
----------------------------------------------------------------------------------------
Investment Income Contributions
---------------------------------------------------- ----------------------
Net
Realized and
Unrealized
Appreciation
(depreciation)
Interest Loan In Fair Total
and Interest Value of Investment Total
Dividends Repayment Investments Income Employee Employer Additions
---------- ---------- --------------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash Fund $ - $ - $ - $ - $ - $ - $ -
Davis New York Venture Fund 5,850 74 29,354 35,278 18,594 4,084 57,956
Vanguard 500 Index Fund 7,882 - 40,140 48,022 30,190 3,788 82,000
Vanguard Explorer Fund 30 - (12) 18 - - 18
Vanguard Prime Money Market
Fund 448 - - 448 516 87 1,051
Vanguard Total Bond Market
Index Fund 2,911 - 240 3,151 3,185 789 7,125
Vanguard U.S. Growth Fund 2,662 - 4,592 7,254 47 14 7,315
Vanguard Wellington Fund 17,448 - (11,315) 6,133 8,316 1,740 16,189
Vanguard Windsor II Fund 84,738 - (67,430) 17,308 14,090 2,981 34,379
Merrill Lynch Retirement
Preservation Trust 962 - - 962 - - 962
Merrill Lynch Equity Index
Trust 2,500 168 50,429 53,097 9,596 1,895 64,588
Phoenix Balanced Fund 828 55 9,977 10,860 2,454 842 14,156
Merrill Lynch Corporate
Bond Fund Investment
Grade C1 A 721 29 (42) 708 771 310 1,789
Merrill Lynch Basic Value
Fund Cl A 330 53 92,195 92,578 4,031 1,429 98,038
Stable Value Fund 46,293 206 - 46,499 38,750 5,624 90,873
Company Stock Fund 11,502 - (222,580) (211,078) 566 89 (210,423)
Loan Fund - 2,530 - 2,530 - - 2,530
Other - - - - 46 (138) (92)
---------- --------- ----------- ---------- ---------- ---------- ----------
Total $ 185,105 $ 3,115 $ (74,452) $ 113,768 $ 131,152 $ 23,534 $ 268,454
========== ========= =========== ========== ========== ========== ==========
<PAGE>
11
Deductions
-------------------------------------------
Net
Assets
Available
For Net Assets
Loans to Net Plan Available
Participants, Increase Benefits, For
Net of (decrease) Interfund Net Beginning Plan
Principal Total Prior to Transfers, Increase of Benefits,
Distributions Payments Deductions Transfers Net (decrease) Year End of Year
-------------- -------------- ----------- ------------ ------------ ------------ ----------- -----------
Cash Fund $ - $ - $ - $ - $ 83,621 $ 83,621 $( 83,621) $ -
Davis New York
Venture Fund 2,971 3,295 6,266 51,690 (55,271) (3,581) 246,148 242,567
Vanguard 500
Index Fund 49,845 (2,209) 47,636 34,364 426,907 461,271 - 461,271
Vanguard Explorer
Fund - - - 18 3,478 3,496 - 3,496
Vanguard Prime
Money Market
Fund - - - 1,051 38,480 39,531 - 39,531
Vanguard Total
Bond Market
Index Fund 1,288 232 1,520 5,605 58,656 64,261 - 64,261
Vanguard U.S.
Growth Fund - (532) (532) 7,847 34,986 42,833 - 42,833
Vanguard
Wellington
Fund 3,263 (153) 3,110 13,079 155,183 168,262 - 168,262
Vanguard
Windsor II
Fund 61,118 1,544 62,662 (28,283) 827,495 799,212 - 799,212
Merrill Lynch
Retirement
Preservation
Trust - 46 46 916 (63,378) (62,462) 62,462 -
Merrill Lynch
Equity
Index Trust 42,200 1,832 44,032 20,556 (378,982) (358,426) 358,426 -
Phoenix Balanced
Fund 329 1,000 1,329 12,827 (165,267) (152,440) 152,440 -
Merrill Lynch
Corporate
Bond Fund
Investment
Grade C1 A 104 920 1,024 765 (50,535) (49,770) 49,770 -
Merrill Lynch
Basic Value
Fund Cl A 76,249 4,601 80,850 17,188 (851,237) (834,049) 834,049 -
Stable Value Fund 17,005 (1,636) 15,369 75,504 (88,512) (13,008) 747,828 734,820
Company Stock Fund 134,513 - 134,513 (344,936) 24,376 (320,560) 1,181,647 861,087
Loan Fund 6,309 (8,940) (2,631) 5,161 - 5,161 30,693 35,854
Other - - - (92) - (92) 7,608 7,516
---------- ---------- ----------- ------------ ------------ ------------ ----------- ----------
Total $ 395,194 $ - $ 395,194 $ (126,740) $ - $ (126,740) $3,587,450 $3,460,710
========== ========== =========== ============ ============ ============ =========== ==========
</TABLE>
8. SUBSEQUENT EVENT:
-----------------
Effective April 1, 1999, the Plan merged with the Savings Plan for Bargaining
Unit Employees of Texsteam Operation of Dresser Industries, Inc. (Plan 197) and
the Dresser Industries, Inc. Union Plan, both similar plans. Subsequent to the
merger, the newly formed plan changed its name to the Halliburton Savings Plan.
<PAGE>
12
<TABLE>
<CAPTION>
SCHEDULE I
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EIN: 75-0813641
PLAN #: 145
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- ------- --------------------------------- -------------------------- ------------ ------------
<S> <C> <C> <C> <C>
Davis New York Venture Fund Pooled Separate Account $ 233,072 $ 242,567
* Vanguard 500 Index Fund Pooled Separate Account 416,189 461,271
* Vanguard Explorer Fund Pooled Separate Account 3,509 3,496
* Vanguard Prime Money Market
Fund Pooled Separate Account 39,531 39,531
* Vanguard Total Bond Market
Index Fund Pooled Separate Account 63,519 64,261
* Vanguard U.S. Growth Fund Pooled Separate Account 38,241 42,833
* Vanguard Wellington Fund Pooled Separate Account 179,606 168,262
* Vanguard Windsor II Fund Pooled Separate Account 859,189 799,212
* Company Stock Fund Common Stock 560,178 861,087
Participant Loans Loans to participants, interest rates
ranging from 8.25% to 8.50% - 35,854
<FN>
* Indicates each individual/entity known to be a party-in-interest.
This supplemental schedule lists assets held for investment purposes at December
31, 1998, as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
</FN>
<PAGE>
13
SCHEDULE I
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EIN: 75-0813641
PLAN #: 145
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- ------- --------------------------------- -------------------------- ------------ ------------
<S> <C> <C> <C> <C>
Guaranteed Insurance Contracts (Stable Value Fund)-
Allmerica Financial Contract #92167A, interest rate $ 6,718 $ 6,718
8.15%, maturing 12/31/1999
Allstate Life Insurance Company Contract #31026, interest rate 38,337 38,337
6.76%, maturing 12/31/2002
Allstate Life Insurance Company Contract #5695, interest rate 14,619 14,619
8.01%, maturing 12/30/1999
Allstate Life Insurance Company Contract #77042, interest rate 45,728 45,728
5.69%, maturing 12/30/2002
Canada Life Contract #P45900, interest rate 50,177 50,177
6.74%, maturing 10/19/2000
Caisse Des Depots Contract #23803, interest rate 54,252 54,252
6.05%, maturing 11/1/2002
Caisse Des Depots Contract #BR-238-01 interest rate 10,812 10,812
6.44%, maturing 8/27/2001
Caisse Des Depots Contract #BR-238-02, interest rate 7,092 7,092
7.02%, maturing 7/2/2001
Caisse Des Depots Contract #FA-238-04, interest rate 26,919 26,919
4.64%, maturing 6/15/2003
Commonwealth CML Contract #176-10, interest rate 3,792 3,792
6.84%, maturing 8/15/1999
Commonwealth CML Contract #176-12, interest rate 5,425 5,425
6.84%, maturing 4/15/2001
Commonwealth CML Contract #176-13, interest rate 4,946 4,946
6.84%, maturing 10/25/2000
Commonwealth CML Contract #176-14, interest rate 7,830 7,830
6.84%, maturing 7/15/2005
Commonwealth CML Contract #176-15, interest rate 3,457 3,457
6.84%, maturing 10/25/2000
Commonwealth CML Contract #176-18, interest rate 5,381 5,381
6.84%, maturing 6/15/2003
Commonwealth CML Contract #176-19, interest rate 8,050 8,050
6.84%, maturing 10/15/2000
Commonwealth CML Contract #176-20, interest rate 10,820 10,820
6.84%, maturing 12/10/2001
Commonwealth CML Contract #176-22, interest rate 10,830 10,830
6.84%, maturing 9/15/2002
Commonwealth CML Contract #176-23, interest rate 10,719 10,719
6.84%, maturing 6/15/2000
<FN>
This supplemental schedule lists assets held for investment purposes at December
31, 1998, as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
</FN>
<PAGE>
14
SCHEDULE I
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EIN: 75-0813641
PLAN #: 145
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- ------- --------------------------------- -------------------------- ------------ ------------
<S> <C> <C> <C> <C>
Guaranteed Insurance Contracts (Stable Value Fund) (Continued)-
John Hancock Contract #GAC 7627, interest $ 9,039 $ 9,039
rate 7.72%, maturing 6/30/1999
John Hancock Contract #GAC 8628, interest 9,338 9,338
rate 7.08%, maturing 6/15/2001
John Hancock Contract #GAC 8701, interest 8,061 8,061
rate 6.60%, maturing 6/30/2003
John Hancock Contract #GAC 9744, interest 42,441 42,441
rate 6.36%, maturing 8/15/2002
Life of Virginia Contract #3018, interest rate 8,894 8,894
6.78%, maturing 6/17/2002
Metropolitan Life Contract #24634, interest rate 12,448 12,448
6.77%, maturing 3/8/2000
Metropolitan Life Contract #24961, interest rate 32,880 32,880
5.69%, maturing 2/28/2000
New York Life Contract #30164, interest rate 12,217 12,217
8%, maturing 6/30/2000
New York Life Contract #30187, interest rate 29,372 29,372
8.16%, maturing 3/11/1999
Peoples Security Contract #0726FR, interest rate 7,715 7,715
6.76%, maturing 9/16/2002
Principal Contract #4-30460, interest rate 9,753 9,753
6.25%, maturing 9/17/2001
Principal Contract #4-30460-2, interest rate 32,369 32,369
5.42%, maturing 10/31/2002
Prudential Contract #8090-211, interest rate 49,972 49,972
6.61%, maturing 8/21/1999
Retirement Savings Trust Interest rate 5.93% 7,263 7,263
Security Life Contract #FA0454, interest rate 10,777 10,777
6.31%, maturing 12/17/2001
Security Life Contract #0504, interest rate 5,474 5,474
6.47%, maturing 9/15/2000
Transamerica Contract #51265, interest rate 3,379 3,379
6.97%, maturing 12/31/2000
Transamerica Contract #51265-01, interest rate 4,844 4,844
5.62%, maturing 12/15/2000
VGI Money Market Prime** Interest rate 4.94% 112,680 112,680
<FN>
This supplemental schedule lists assets held for investment purposes at December
31, 1998, as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
</FN>
</TABLE>
<PAGE>
15
<TABLE>
<CAPTION>
SCHEDULE II
DRESSER INDUSTRIES, INC.
DEFERRED SAVINGS PLAN (PLAN 145)
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
EIN: 75-0813641
PLAN #: 145
(a)/(b) (c) (d) (g) (h) (i)
Current
Identity of Party Involved / Value of
Descripton of Asset (Include Asset on
Interest Rate and Maturity Number of Purchase Number of Selling Cost of Transaction Net Gain
in Case of a Loan) Transactions Price Transactions Price Asset Date or (Loss)
- ---------------------------- ------------ ---------- ------------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Vanguard Group
- ------------------
Davis New York Venture $ - 1 $288,439 $215,018 $ 288,439 $ 73,421
Davis New York Venture 37 317,608 - - 317,608 -
Davis New York Venture - 10 83,393 84,536 83,393 (1,143)
Vanguard 500 Index Fund 43 517,769 - - 517,769 -
Vanguard 500 Index Fund - 19 101,580 96,683 101,580 (4,942)
Vanguard Wellington Fund 40 183,331 - - 183,331 -
Vanguard Wellington Fund - 3 3,754 3,725 3,754 29
Vanguard Windsor II Fund 38 960,503 - - 960,503 -
Vanguard Windsor II Fund - 17 93,861 101,314 93,861 (7,453)
Stable Value Fund 58 753,418 - - 753,418 -
Stable Value Fund - 22 18,598 18,598 18,598 -
Merrill Lynch Trust Company
- ---------------------------
Stable Value Fund - 1 608,830 608,830 608,830 -
Merrill Lynch Basic
Value Fund C1 A - 1 855,205 555,996 855,205 299,209
Merrill Lynch Equity
Index Trust - 1 408,704 259,113 408,704 149,591
N/A
- ---
Company Stock Fund 13 1,462,828 - - 1,462,828 -
Company Stock Fund - 9 52,255 31,620 52,255 20,635
<FN>
** Columns (e) and (f), lease rental and expense incurred with transaction, do
not apply to this plan and have been omitted.
This supplemental schedule lists individual and series transactions in excess of
5% of the fair market value of Plan assets at the beginning of the year, as
required by the Department of Labor Rules and Regulations for Reporting and
Disclosure.
</FN>
</TABLE>
EXHBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this 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 19, 1999
