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:
Dresser Industries, Inc. Union Plan (Plan 196)
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 Dresser Industries, Inc. Union Plan (Plan 196):
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 Dresser Industries, Inc. Union Plan (Plan
196) 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>
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
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>
<TABLE>
<CAPTION>
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
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 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
Schedule II - Item 27d - Supplemental Schedule of
Reportable Transactions for the Year Ended
December 31, 1998 13
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
Dresser Industries, Inc. Union Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Dresser Industries, Inc. Union Plan (Plan 196) (the "Plan") as
of December 31, 1998 and 1997, and the related statements of changes in net
assets available for plan benefits for the year ended December 31, 1998. 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 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 then 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 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>
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
1998 1997
------------ -----------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Barr Rosenberg Small Capitalization Fund $ 82,176 $ -
Davis New York Venture Fund 314,497 -
Vanguard 500 Index Fund 429,491 -
Vanguard Explorer Fund 17,169 -
Vanguard International Growth Fund 27,405 -
Vanguard Prime Money Market Fund 83,209 -
Vanguard Small-Cap Index Fund 34,295 -
Vanguard Total Bond Market Index Fund 102,942 -
Vanguard Total International Stock Index Fund 10,128 -
Vanguard U.S. Growth Fund 10,311,102 -
Vanguard Wellington Fund 2,332,756 -
Vanguard Windsor II Fund 224,791 -
Fidelity Magellan Fund - 3,853,539
Fidelity Retirement Growth Fund - 1,825,807
Fidelity Balanced Fund - 1,547,947
Fidelity Managed Income Portfolio Fund - 1,203,021
Company Stock Fund 151,126 -
Loan Fund 394,644 160,379
------------ -----------
Investments, at contract value-
Stable Value Fund 1,425,550 -
Contribution receivable - Employee 242,721 -
------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $16,184,002 $8,590,693
============ ===========
<FN>
The accompanying notes are an integral part of this financial statement.
</FN>
</TABLE>
<PAGE>
3
<TABLE>
<CAPTION>
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C>
ADDITIONS:
Investment income-
Interest and dividends $ 1,009,979
Interest income, participant loans 21,065
Net realized and unrealized appreciation
in fair value of investments 1,988,016
------------
Total investment income 3,019,060
Contributions-
Employee 4,747,272
Employer 434,087
------------
5,181,359
Total additions 8,200,419
------------
DEDUCTIONS:
Distributions 607,110
------------
Total deductions 607,110
------------
NET INCREASE 7,593,309
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 8,590,693
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $16,184,002
============
<FN>
The accompanying notes are an integral part of this finaicial statement.
</FN>
</TABLE>
<PAGE>
4
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
------------------------
The following description of the Dresser Industries, Inc. Union Plan (Plan 196)
(the "Plan") provides only general information. Participants should refer to the
Plan document for a more complete description of the Plan's provisions.
General
- -------
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.
The Plan is a salary deferral savings plan which adopted on January 1, 1994.
Union employees of Dresser Industries, Inc. ("Dresser") who have completed at
least one year of service and minimum of 1,000 hours of service and are at least
18 years of age are eligible to participate in the Plan, if they are employed in
the following divisions of Dresser: Wayne, Roots, Valve and Controls
- -Masoneilian, Valve and Controls - Montebello, Valve and Controls - Alexandria,
Instrument - Stratford, and Dresser Manufacturing - Bradford. 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).
Changes to the Plan
- -------------------
Fidelity Management Trust Company was the Plan's trustee and record keeper
through January 2, 1998. At that time Vanguard Fiduciary Trust Company became
the trustee (the "Trustee") and record keeper. During the period November 26,
1997 through February 9, 1998, all transactions, except for contributions,
enrollment, and loan repayments through payroll deductions to the Plan, were
frozen at various dates.
Contributions
- -------------
The Plan entitles eligible employees to make pre-tax up to a maximum of 12% of
eligible compensation. Pretax contributions per employee are limited by law up
to the maximum contributions under Section 402(g) of the IRC.
The Company may make discretionary contributions to the Plan.
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.
Vesting
- -------
Participant and Company contributions, plus the earnings thereon, vest
immediately.
<PAGE>
5
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 upon attaining the age of 591/2 or in the event of financial
hardship. Special rules apply to a withdrawal due to financial hardship.
Loans
- -----
A Participant or beneficiary may borrow money from the Plan, a minimum of $1,000
up to the lesser of 50% of the Participant's vested account balance or $50,000
(less the highest outstanding loan balance). Loans bear interest as determined
periodically by the Plan administrator. Loans must be repaid within 5 years (10
years for primary residence loan) through payroll deductions. Loans are
collateralized by the Participant's account balance.
Plan Termination
- ----------------
The Company expects to continue the Plan indefinitely, but the Company's
Employee Benefits Committee reserves the right to terminate the Plan at any time
and for any reason. Upon termination of the Plan, 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the plan are prepared on the accrual basis of
accounting.
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 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.
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
expenses paid on its behalf.
<PAGE>
6
Valuation of Investments
- ------------------------
The Plan's investments are stated at fair value except for its investment
contract which is valued at contract value with an insurance company. 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(s) 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.
Securities Transactions and Investment Income
- ---------------------------------------------
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 Statement of Changes in Net Assets Available for Plan
Benefits.
Investment Options
- ------------------
Participants in the Plan determined the allocation of their contributions and
company matching contributions among fourteen investment funds, which are
summarized as follows:
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 is an equity fund which primarily invests
in stocks of large fundamentally sound growth companies which appear
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 International Growth Fund is a diversified mutual fund which
primarily invests in equity securities of seasoned companies located
outside the United States.
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.
<PAGE>
7
Vanguard Small-Cap Index Fund is an equity-indexed mutual fund which
primarily invests in stocks in the Russell 2000 Index, an unmanaged index
of smaller companies.
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 Total International Stock Index Fund invests primarily in three
other Vanguard Mutual Funds: The European Stock Index Fund, Pacific Stock
Index Fund, and Emerging Markets Stock Index Fund, providing exposure to
over 30 countries.
Vanguard U.S. Growth Fund is an equity mutual fund which primarily invests
in the equity securities of seasoned U.S. companies with above-average
prospects for growth.
Vanguard Wellington Fund is a balanced mutual fund which primarily invests
in bonds, preferred stocks and common stocks 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 the Company stock and reinvestment of its
dividends.
Stable Value Fund seeks to provide long-term growth of capital.
Participants may choose to invest all of their contributions and company
matching contributions in one fund or split them in percentage increments
between the funds.
3. INVESTMENTS:
------------
The aggregate cost of investments is $14,115,251 and $8,430,263 as of December
31, 1998 and 1997, respectively.
The following investments, at fair 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-
Mutual funds-
Vanguard Wellington Fund 79,431 $ 2,332,756 - $ -
Vanguard U.S. Growth Fund 274,831 10,311,102 - -
Fidelity Magellan Fund - - 40,448 3,853,539
Fidelity Retirement Growth Fund - - 108,356 1,825,807
Fidelity Balanced Fund - - 101,371 1,547,947
Fidelity Managed Income Portfolio Fund - - 1,203,021 1,203,021
Other 1,871,873 - 160,379
Investments, at contract value-
Stable Value Fund 1,424,025 1,425,550 - -
----------- ----------
$15,941,281 $8,590,693
=========== ==========
</TABLE>
<PAGE>
8
As of December 31, 1998, the Plan's investments appreciated in value by
$1,826,030. Realized gains on sales of investments were $161,986, based on
aggregate proceeds of $2,517,574 and aggregate basis of $2,355,588.
4. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES:
----------------------------------------------
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 December 31, 1998, there were no valuation
reserve recorded to adjust contract amounts, since contract amounts approximate
fair market value amounts. There were 1,425,025 units outstanding at a net asset
value per unit of $1 at December 31, 1998.
5. TAX STATUS OF THE PLAN:
-----------------------
The Internal Revenue Service granted a favorable determination letter to the
Plan on May 14, 1996 stating that the Plan and related trust are designed in
accordance with the applicable sections of the Internal Revenue Code (IRC). The
Plan was amended and restated after receiving the letter; however, management
and the Plans tax counsel believe that the Plan is designed and continues to
operate in accordance with applicable sections of the IRC. Management is unaware
of any variations in the operation of the Plan from the terms of the Plan
documents, as amended, which would subject the Plan to disqualification.
Management intends to maintain the Plan's qualification under the IRC and ERISA.
The Plan has complied with fidelity bonding requirements of ERISA.
6. RELATED-PARTY TRANSACTIONS:
---------------------------
Plan investments are shares of mutual funds managed by the Vanguard Group
("Vanguard"). Vanguard is the trustee as defined by the Plan and, therefore,
these transactions qualify as party-in-interest transactions.
<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 December 31:
<TABLE>
<CAPTION>
-------------- ------------- ----------- -------------- -------------- ---------------
1998
1998 1998 Investments-
1998 Investments- Investments- Loans 1998
Investments- Sponsor Insurance Receivable Net Assets
Mutual Company Contracts, from Contribution Available
Funds, Common Stock at Contract Participants, Receivable, for
at Fair Value at Fair Value Value at Fair Value at Fair Value Plan Benefits
-------------- ------------- ----------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Participant-Directed
Fund
- --------------------
Barr Rosenberg
Small Capitalization
Fund $ 82,176 $ - $ - $ - $ - $ 82,176
Davis New York
Venture Fund 314,497 - - - - 314,497
Vanguard 500
Index Fund 429,491 - - - - 429,491
Vanguard
Explorer Fund 17,169 - - - - 17,169
Vanguard
International
Growth Fund 27,405 - - - - 27,405
Vanguard Prime
Money Market Fund 83,209 - - - - 83,209
Vanguard Small-Cap
Index Fund 34,295 - - - - 34,295
Vanguard Total Bond
Market Index Fund 102,942 - - - - 102,942
Vanguard Total
International
Stock Index Fund 10,128 - - - - 10,128
Vanguard U.S.
Growth Fund 10,311,102 - - - - 10,311,102
Vanguard
Wellington Fund 2,332,756 - - - - 2,332,756
Vanguard Windsor
II Fund 224,791 - - - - 224,791
Stable Value Fund - - 1,425,550 - - 1,425,550
Loan Fund - - - 394,644 - 394,644
Other - - - - 242,721 242,721
- -------------------
Non Participant
Directed
- -------------------
Company Stock
Fund - 151,126 - - - 151,126
Total $13,969,961 $ 151,126 $1,425,550 $ 394,644 $ 242,721 $16,184,002
<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 December 31:
-------------- ----------------- -------------
1997 1997
Investments- Investments-
1997 Loans Net Assets
Investments- Receivable Available
Mutual Funds, from Participants, for
at Fair Value at Fair Value Plan Benefits
-------------- ----------------- -------------
<S> <C> <C> <C>
Participant-Directed
Fund
- --------------------
Fidelity Magellan
Fund $ 3,853,539 $ - $ 3,853,539
Fidelity Retirement
Growth Fund 1,825,807 - 1,825,807
Fidelity Balanced
Fund 1,547,947 - 1,547,947
Fidelity Managed
Income Portfolio Fund 1,203,021 - 1,203,021
Loan Fund - 160,379 160,379
Total $ 8,430,314 $ 160,379 $ 8,590,693
</TABLE>
<PAGE>
11
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS:
----------------------------------------------------------------
The following is a summary of changes in net assets available for plan benefits
in each investment fund for the year ended December 31, 1998:
<TABLE>
<CAPTION>
ADDITIONS
-------------- --------------- ------------- -------------- -------------- ------------ ----------- -----------
1998
Investment
Income-
1998 Net Realized
1998 Investment and Unrealized
Investment Income- Appreciation 1998
Income- Interest Income (Depreciation) Total 1998 1998 Total
Interest and Participant In Fair Value Investment Contributions Contributions Contri- Total
Dividends Loans of Investments Income Employee Employer butions Additions
-------------- --------------- -------------- -------------- -------------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barr Rosenburg
Small
Capitalization
Fund $ 812 $ - $ (3,767) $ (2,955) $ 59,117 $ 3,444 $ 62,561 $ 59,606
Davis New York
Venture Fund 6,809 - 18,422 25,231 187,284 6,087 193,371 218,602
Vanguard 500
Index Fund 4,866 - 48,314 53,180 204,292 8,667 212,959 266,139
Vanguard
Explorer Fund 153 - (19) 134 7,294 703 7,997 8,131
Vanguard
International
Growth Fund 518 - 677 1,195 23,114 - 23,114 24,309
Vanguard Prime
Money Market
Fund 2,879 - - 2,879 46,893 1,922 48,815 51,694
Vanguard
Small-Cap
Index Fund 2,589 - (2,397) 192 13,999 825 14,824 15,016
Vanguard
Total Bond
Market Index
Fund 3,095 - 71 3,166 44,127 1,038 45,165 48,331
Vanguard Total
International
Stock Index
Fund 199 - 396 595 9,526 - 9,526 10,121
Vanguard U.S.
Growth Fund 637,790 - 2,008,575 2,646,365 2,675,008 243,962 2,918,970 5,565,335
Vanguard
Wellington
Fund 249,282 - (43,987) 205,295 703,033 69,951 772,984 978,279
Vanguard
Windsor
II Fund 21,469 - (7,775) 13,694 129,280 6,344 135,624 149,318
Stable Value
Fund 78,637 - - 78,637 358,136 91,144 449,280 527,917
<PAGE>
12
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of changes in net assets available for plan benefits in each
investment fund for the year ended December 31, 1998:
ADDITIONS
-------------- --------------- ------------- -------------- -------------- ------------ ----------- -----------
1998
Investment
Income,
1998 Net Realized
1998 Investment and Unrealized
Investment Income, Appreciation 1998
Income, Interest Income (Depreciation) Total 1998 1998 Total
Interest and Participant In Fair Value Investment Contributions Contributions Contribu- Total
Dividends Loans of Investments Income Employee Employer butions Additions
-------------- --------------- -------------- -------------- -------------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Magellan
Fund $ - $ - $ - $ - $ - $ - $ - $ -
Fidelity
Retirement
Growth Fund - - - - - - - -
Fidelity
Balanced
Fund - - - - - - - -
Fidelity
Managed Income
Portfolio
Fund - - - - - - - -
Loan Fund - 21,065 - 21,065 - - - 21,065
Other - - - - 242,721 - 242,721 242,721
Company Stock
Fund 881 - (30,494) (29,613) 43,448 - 43,448 13,835
Total $ 1,009,979 $ 21,065 $ 1,988,016 $ 3,019,060 $ 4,747,272 $ 434,087 $5,181,359 $8,200,419
<PAGE>
13
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of changes in net assets available for plan benefits in each
investment fund for the year ended December 31, 1998:
DEDUCTIONS
-------------- --------------- ------------- --------------
1998
Loans to
Participants,
Net of 1998
1998 Principal 1998 Total
Distributions Payments Other Deductions
-------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Barr Rosenburg
Small Capitalization
Fund $ 6,980 $ (401) $ - $ 6,579
Davis New York
Venture Fund 21,452 (2,805) - 18,647
Vanguard 500
Index Fund 2,797 8,201 - 10,998
Vanguard
Explorer Fund - - - -
Vanguard
International
Growth Fund - (1,003) - (1,003)
Vanguard Prime
Money Market
Fund 6,183 16,849 - 23,032
Vanguard
Small-Cap
Index Fund 67 (224) 178 21
Vanguard
Total Bond
Market Index
Fund - (461) - (461)
Vanguard Total
International
Stock Index
Fund - (278) 58 (220)
Vanguard U.S.
Growth Fund 317,905 153,369 - 471,274
Vanguard
Wellington
Fund 67,555 37,962 - 105,517
Vanguard
Windsor
II Fund 11,047 (786) - 10,261
Stable Value
Fund 156,348 15,983 - 172,331
<PAGE>
14
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of changes in net assets available for plan benefits in each
investment fund for the year ended December 31, 1998:
DEDUCTIONS
-------------- --------------- ------------- --------------
1998
Loans to
Participants,
Net of 1998
1998 Principal 1998 Total
Distributions Payments Other Deductions
-------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Fidelity
Magellan
Fund $ - $ - $ - $ -
Fidelity
Retirement
Growth Fund - - - -
Fidelity
Balanced
Fund - - - -
Fidelity
Managed Income
Portfolio
Fund - - - -
Loan Fund 15,712 (228,912) - (213,200)
Other - - - -
Company Stock
Fund 828 2,506 - 3,334
Total $ 606,874 $ - $ 236 $ 607,110
<PAGE>
15
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of changes in net assets available for plan benefits in each
investment fund for the year ended December 31, 1998:
-------------- --------------- ------------- -------------- ------------ ---------------- --------------
Net Increase Net Assets Net Assets
Prior To Interfund Available for Available for
Asset Asset Interfund Transfers, Net Plan Benefits, Plan Benefits,
Transfer In Transfer Out Transfers Net Increase Beginning of Year End of Year
-------------- --------------- ------------- -------------- ------------ ----------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Barr Rosenburg
Small Capitalization
Fund $ - $ - $ 53,027 $ 29,149 $ 82,176 $ - $ 82,176
Davis New York
Venture Fund - - 199,955 114,542 314,497 - 314,497
Vanguard 500
Index Fund - - 255,141 174,350 429,491 - 429,491
Vanguard
Explorer Fund - - 8,131 9,038 17,169 - 17,169
Vanguard
International
Growth Fund - - 25,312 2,093 27,405 - 27,405
Vanguard Prime
Money Market
Fund - - 28,662 54,547 83,209 - 83,209
Vanguard
Small-Cap
Index Fund - - 14,995 19,300 34,295 - 34,295
Vanguard
Total Bond
Market Index
Fund - - 48,792 54,150 102,942 - 102,942
Vanguard Total
International
Stock Index
Fund - - 10,341 (213) 10,128 - 10,128
Vanguard U.S.
Growth Fund 5,679,346 - 10,773,407 (462,305) 10,311,102 - 10,311,102
Vanguard
Wellington
Fund 1,547,947 - 2,420,709 (87,953) 2,332,756 - 2,332,756
Vanguard
Windsor
II Fund - - 139,057 85,734 224,791 - 224,791
Stable Value
Fund 1,203,021 - 1,558,607 (133,057) 1,425,550 - 1,425,550
<PAGE>
16
8. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D):
-------------------------------------------------------------------------
The following is a summary of changes in net assets available for plan benefits in each
investment fund for the year ended December 31, 1998:
-------------- --------------- ------------- -------------- ------------ ---------------- --------------
Net Increase Net Assets Net Assets
Prior To Interfund Available for Available for
Asset Asset Interfund Transfers, Net Plan Benefits, Plan Benefits,
Transfer In Transfer Out Transfers Net Increase Beginning of Year End of Year
-------------- --------------- ------------- -------------- ------------ ----------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Magellan
Fund $ - $ (3,853,539) $ (3,853,539) $ - $(3,853,539) $ 3,853,539 $ -
Fidelity
Retirement
Growth Fund - (1,825,807) (1,825,807) - (1,825,807) 1,825,807 -
Fidelity
Balanced
Fund - (1,547,947) (1,547,947) - (1,547,947) 1,547,947 -
Fidelity
Managed Income
Portfolio
Fund - (1,203,021) (1,203,021) - (1,203,021) 1,203,021 -
Loan Fund - - 234,265 - 234,265 160,379 394,644
Other - - 242,721 - 242,721 - 242,721
Company Stock
Fund - - 10,501 140,625 151,126 - 151,126
Total $ 8,430,314 $ (8,430,314) $ 7,593,309 $ - $ 7,593,309 $ 8,590,693 $ 16,184,002
</TABLE>
<PAGE>
17
9. SUBSEQUENT EVENT:
-----------------
Effective April 1, 1999, plan assets associated with certain participants
accounts were transferred to the Dresser Industries, Inc. Deferred Savings Plan
(Plan 145). Subsequent to the transfer, the newly formed plan changed its name
to the Halliburton Savings Plan.
<PAGE>
18
<TABLE>
<CAPTION>
SCHEDULE I
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EIN: 75-813641
PLAN #: 196
(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 Cap Fund Registered Investment Company $ 85,409 $ 82,176
Davis New York Venture Registered Investment Company 295,844 314,497
* Vanguard 500 Index Fund Registered Investment Company 383,106 429,491
* Vanguard Explorer Fund Registered Investment Company 16,616 17,169
* Vanguard International Growth Fund Registered Investment Company 26,582 27,405
* Vanguard Prime Money MarketFund Registered Investment Company 83,077 83,209
* Vanguard Small-Cap Index Fund Registered Investment Company 36,597 34,295
* Vanguard Total Bond Market Index Registered Investment Company 103,167 102,942
* Vanguard Total International Stock Index Registered Investment Company 9,627 10,128
* Vanguard U.S. Growth Fund Registered Investment Company 8,446,041 10,311,102
* Vanguard Wellington Fund Registered Investment Company 2,385,525 2,332,756
* Vanguard Windsor II Fund Registered Investment Company 232,023 224,791
* Company Stock Fund Company Stock Fund 180,898 151,126
Participant loans Loans to participants, interest rates
ranging from 7.75%-9% - 394,644
Guaranteed Insurance Contracts (Stable Value Fund)-
Allmerica Financial Contract #92167A, interest rate 13,019 13,019
8.15%, maturing 12/31/1999
Allstate Life Insurance Company Contract #31026, interest rate 74,293 74,293
6.76%, maturing 12/31/2002
Allstate Life Insurance Company Contract #5695, interest rate 28,331 28,331
8.01%, maturing 12/30/1999
Allstate Life Insurance Company Contract #77042, interest rate 88,617 88,617
5.69%, maturing 12/30/2002
Canada Life Contract #P45900, interest rate 97,240 97,240
6.74%, maturing 10/19/2000
Caisse Des Depots Contract #23803, interest rate 106,658 106,658
6.05%, maturing 11/1/2002
Caisse Des Depots Contract #BR-238-01 interest rate 20,954 20,954
6.44%, maturing 8/27/2001
Caisse Des Depots Contract #BR-238-02, interest rate 13,745 13,745
7.02%, maturing 7/2/2001
Caisse Des Depots Contract #FA-238-04, interest rate 52,166 52,166
4.64%, maturing 6/15/2003
<FN>
* indicates each individual/entity known to be 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>
19
SCHEDULE I
(cont'd)
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EIN: 75-813641
PLAN #: 196
(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)-
Commonwealth CML Contract #176-10, interest rate $ 7,348 $ 7,348
6.84%, maturing 8/15/1999
Commonwealth CML Contract #176-12, interest rate 10,513 10,513
6.84%, maturing 4/15/2001
Commonwealth CML Contract #176-13, interest rate 9,585 9,585
6.84%, maturing 10/25/2000
Commonwealth CML Contract #176-14, interest rate 15,173 15,173
6.84%, maturing 7/15/2005
Commonwealth CML Contract #176-15, interest rate 6,699 6,699
6.84%, maturing 10/25/2000
Commonwealth CML Contract #176-18, interest rate 10,428 10,428
6.84%, maturing 6/15/2003
Commonwealth CML Contract #176-19, interest rate 15,600 15,600
6.84%, maturing 10/15/2000
Commonwealth CML Contract #176-20, interest rate 20,969 20,969
6.84%, maturing 12/10/2001
Commonwealth CML Contract #176-22, interest rate 20,988 20,988
6.84%, maturing 9/15/2002
Commonwealth CML Contract #176-23, interest rate 20,773 20,773
6.84%, maturing 6/15/2000
John Hancock Contract #GAC 7627, interest 17,518 17,518
rate 7.72%, maturing 6/30/1999
John Hancock Contract #GAC 8628, interest 18,097 18,097
rate 7.08%, maturing 6/15/2001
John Hancock Contract #GAC 8701, interest 15,622 15,622
rate 6.60%, maturing 6/30/2003
John Hancock Contract #GAC 9744, interest 82,248 82,248
rate 6.36%, maturing 8/15/2002
Life of Virginia Contract #3018, interest rate 17,235 17,235
6.78%, maturing 6/17/2002
Metropolitan Life Contract #24634, interest rate 24,123 24,123
6.77%, maturing 3/8/2000
Metropolitan Life Contract #24961, interest rate 63,719 63,719
5.69%, maturing 2/28/2000
<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>
20
SCHEDULE I
(cont'd)
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EIN: 75-813641
PLAN #: 196
(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)-
New York Life Contract #30164, interest rate $ 23,675 $ 23,675
8%, maturing 6/30/2000
New York Life Contract #30187, interest rate 56,922 56,922
8.16%, maturing 3/11/1999
Peoples Security Contract #0726FR, interest rate 14,952 14,952
6.76%, maturing 9/16/2002
Principal Contract #4-30460, interest rate 18,900 18,900
6.25%, maturing 9/17/2001
Principal Contract #4-30460-2, interest rate 62,729 62,729
5.42%, maturing 10/31/2002
Prudential Contract #8090-211, interest rate 96,842 96,842
6.61%, maturing 8/21/1999
Retirement Savings Trust Interest rate 5.93% 14,075 14,075
Security Life Contract #FA0454, interest rate 20,885 20,885
6.31%, maturing 12/17/2001
Security Life Contract #0504, interest rate 10,608 10,608
6.47%, maturing 9/15/2000
Transamerica Contract #51265, interest rate 6,548 6,548
6.97%, maturing 12/31/2000
Transamerica Contract #51265-01, interest rate 9,387 9,387
5.62%, maturing 12/15/2000
VGI Money Market Prime Interest rate 4.94% 218,366 218,366
<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>
21
<TABLE>
<CAPTION>
SCHEDULE II
DRESSER INDUSTRIES, INC.
UNION PLAN (PLAN 196)
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
EIN: 75-813641
PLAN #: 196
(a) (b) (c) (d) (g) (h) (i)
Current Value
Description of Asset Historical of Asset on Historical
Identity of Party (Include Interest Rate and Purchase Selling Cost of Transaction Gain
Involved Maturity in Case of a Loan Price Price Asset Date (Loss)
- ------------------- ---------------------------- ------------ ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
The Vanguard Group Davis New York Venture $ 382,034 $ - $ - $ 382,034 $ -
The Vanguard Group Davis New York Venture - 86,423 86,191 86,423 232
The Vanguard Group Vanguard 500 Index Fund 467,866 - - 467,866 -
The Vanguard Group Vanguard 500 Index Fund - 87,134 84,760 87,134 2,374
The Vanguard Group Vanguard U.S. Growth 9,540,767 - - 9,540,767 -
The Vanguard Group Vanguard U.S. Growth - 1,245,922 1,097,436 1,245,922 148,486
The Vanguard Group Vanguard Wellington Fund 2,674,582 - - 2,674,582 -
The Vanguard Group Vanguard Wellington Fund - 299,304 289,160 299,304 10,144
The Vanguard Group Dresser Stable Value Fund 1,852,993 - - 1,852,993 -
The Vanguard Group Dresser Stable Value Fund - 428,969 428,969 428,969 -
<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 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>
EXHIBIT 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 14, 1999
