SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 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:
Brown & Root, Inc. Employees' Retirement and Savings Plan
4100 Clinton Drive
Building 1, Room 130
Houston, TX 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 N. 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 Brown & Root, Inc. Employees' Retirement and Savings Plan:
Financial Statements and Schedules
----------------------------------
Report of Independent Public Accountants - Arthur Andersen LLP
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1999
Notes to Financial Statements
Supplemental Schedule of Assets Held for Investment Purposes
as of December 31, 1999
Exhibit
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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 Benefits Committee of the Brown &
Root, Inc. Employees' Retirement and Savings Plan has duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 28, 2000
By /s/ Steven E. Russell
--------------------------------
Steven E. Russell,
Chairman, Benefits Committee
<PAGE>
Brown & Root, Inc. Employees'
Retirement and Savings Plan
Financial Statements
As Of December 31, 1999 And 1998,
And Supplemental Schedule
As Of December 31, 1999
Together With Report Of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of the
Brown & Root, Inc. Employees'
Retirement and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Brown & Root, Inc. Employees' Retirement and Savings Plan (the
"Plan") as of December 31, 1999 and 1998, and the related statement of changes
in net assets available for plan benefits for the year ended December 31, 1999.
These financial statements and the supplemental schedule referred to below are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
plan benefits for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 16, 2000
<PAGE>
<TABLE>
<CAPTION>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
--------------- -----------------
<S> <C> <C>
ASSETS:
Cash $ 1,880,654 $ -
Company contributions receivable 7,472,149 8,692
Plan participants' contributions receivable 54,523 792,841
Participation in Master Trust, at fair value 882,483,737 1,636,416,285
--------------- -----------------
Total assets 891,891,063 1,637,217,818
--------------- -----------------
LIABILITIES:
Payable to Halliburton Retirement and Savings Plan - (751,238,410)
--------------- -----------------
Total liabilities - (751,238,410)
--------------- -----------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 891,891,063 $ 885,979,408
=============== =================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<S> <C>
ADDITIONS:
Contributions-
Company $ 20,136,627
Plan participants 11,489,239
Transfers from other plans 37,312
Allocation of master trust net investment activity 103,377,456
---------------
Total additions 135,040,634
DEDUCTIONS:
Benefits paid to participants (122,466,781)
Transfer to other plans (2,221,137)
Administrative expenses (4,441,061)
---------------
Total deductions (129,128,979)
NET INCREASE IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS 5,911,655
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
Beginning of year 885,979,408
---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
End of year $ 891,891,063
===============
<FN>
The accompanying notes are an integral part of this financial statement.
</FN>
</TABLE>
<PAGE>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE PLAN:
The Brown & Root, Inc. Employees' Retirement and Savings Plan (the "Plan") is a
defined contribution profit sharing pension plan for certain qualified employees
of Halliburton Company and certain subsidiaries (the "Company"). The Plan was
established in accordance with Sections 401(a) and 401(k) of the Internal
Revenue Code ("IRC") and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). The following description of the Plan
provides only general information. Participants should refer to the plan
document or summary plan description for a more complete description of the
Plan's provisions.
Asset Transfers
On December 31, 1998, and during 1999, net assets of certain participants of the
Plan were merged into the Halliburton Retirement and Savings Plan ("HRSP").
Operations
Eligibility
Certain employees are eligible for participation in the Plan upon completion of
1,000 hours of credited service upon their first anniversary date of employment.
Contributions
Participants may elect to contribute to the tax deferred savings and/or after
tax features of the Plan through periodic payroll deductions. These
contributions are limited to an aggregate of 15% of the participant's eligible
earnings of up to $160,000; the total amount of participant tax deferred savings
contributions is limited to $10,000. Any contributions in excess of the $10,000
limit are automatically made to the participant's after tax account. The Plan
participants who contribute also receive Company matching contributions up to a
maximum of $250 per year.
The Company may make annual discretionary profit sharing contributions to
participants on a tax-deferred basis, based on Company performance. In order to
be eligible for such contribution, the participant must be actively employed by
the Company on December 31 of the plan year for which the contribution applies,
unless the participant meets certain other conditions specified by the Plan. The
participant's share of any discretionary profit sharing contribution is based on
a percentage of their eligible pay and years of service as of the end of the
plan year. For the plan year 1999, discretionary profit sharing contributions
receivable totaled approximately $7.4 million.
Eligible employees who participated in a qualified savings or retirement plan of
a former employer may be able to roll over tax-deferred contributions and
earnings from their former plan into the Plan.
<PAGE>
2
Cash Accounts
The Plan maintains cash accounts to facilitate the payment of benefits and
receipt of contributions to the Plan.
Investment Elections
Contributions and participant account balances may be directed to one of eleven
funds or a combination of funds. The assets of the funds are held in the
Halliburton Company Employee Benefit Master Trust (the "Master Trust," see Note
3). One of the investment funds invests primarily in Halliburton Company stock
(the "HSF"). Participants' contributions to the HSF are limited to 15% of their
total contributions. The Plan allows participants to make daily transfers of
their account balances among the funds. The amount of the transfer may be all or
any portion of the participant's account balance, subject to certain limitations
on transfers to the HSF.
Vesting
Participants are fully vested in Company matching contributions and earnings
thereon. Participants have a vested interest in the Company profit sharing
contribution account based on years of service as follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------------------- -----------------
<S> <C>
Less than 3 0%
At least 3 but less than 4 20
At least 4 but less than 5 50
At least 5 but less than 6 60
At least 6 but less than 7 80
7 or more 100
</TABLE>
The nonvested portion is forfeited upon termination of employment, subject to
provisions set forth in the plan document. Such forfeitures are used to reduce
future Company matching contributions. As of December 31, 1999, total
forfeitures were $1.8 million; forfeitures were not used to reduce Company
matching contributions in 1999.
Distributions
Each participant, or their designated beneficiary, may elect to receive a
distribution upon retirement, termination, or due to disability or death.
Certain participant balances related to prior plan mergers may be withdrawn at
any time. Direct rollovers to an IRA or other qualified plan are permitted. All
distributions are made in lump-sum amounts or in periodic installments, at the
participant's election. Distributions from the HSF may be made in the form of
shares of stock or cash. Each participant may elect to receive an in-service
withdrawal of their after-tax contributions.
Administration
State Street Bank and Trust Company ("State Street") is the Plan's trustee and
Hewitt Associates is the recordkeeper.
<PAGE>
3
Investment Earnings
Investment earnings on participants' accounts are allocated proportionately
based on their relative account balance in each investment fund. Such earnings
are taxable to participants at the time of distribution from the Plan.
Plan Termination
The Board of Directors of the Company may amend, modify, or terminate the Plan
at any time. No such termination is contemplated, but if it should occur, the
accounts of all participants would be immediately fully vested and paid in
accordance with the terms of the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of
accounting.
Allocation of Master Trust Net Investment Activity
The allocation of the Master Trust net investment activity represents the Plan's
share of the net investment income or loss on investments held by the Master
Trust determined by the Plan's allocable share of the net assets of the Master
Trust. The net investment income or loss is the realized net gain or loss from
investments sold, change in the unrealized net gain or loss on investments,
dividend income, and interest income of the Master Trust.
Administrative Expenses
Administrative expenses which are related to compliance and operational
activities as defined by the Department of Labor may be charged against the Plan
assets at the discretion of the plan administrator and in accordance with the
terms of the Plan.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of 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. Actual results could differ
from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform with current year
presentation.
<PAGE>
4
Recently Issued Accounting Pronouncement
On September 15, 1999, the Accounting Standards Executive Committee issued
Statement of Position 99-3, "Accounting For and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" (the "SOP") which
eliminates the requirement for a defined contribution plan to disclose
participant directed investment programs by investment option and certain other
previously required disclosures. The Plan adopted the SOP in 1999. As a result,
certain disclosures related to 1998 amounts have been conformed to the
presentation permitted by the SOP.
3. MASTER TRUST:
At December 31, 1999, assets of the Plan are combined with the assets of certain
other benefit plans of affiliated companies in the Master Trust. The assets of
the Master Trust are segregated into thirteen funds in which the plans may
participate. The Plan participates in eleven of these funds. The combination of
the plans' assets is only for investment purposes, and each plan continues to be
operated under its current plan document. All investments of the Master Trust
are held by State Street.
The funds within the Master Trust hold bank, insurance and investment contracts
providing a fully benefit-responsive feature. These investments are stated at
contract value, which approximates fair value. Where the Master Trust owns the
underlying securities of asset-backed investment contracts, the contracts are
stated at fair market value of the underlying securities plus an adjustment for
the difference between fair market value of the underlying securities and
contract value. Contract value represents the principal balance of the
investment plus accrued interest at the stated contract rate, less payments
received and contract charges by the insurance company or bank.
Cash equivalents, derivative financial instruments, stock securities, bonds and
notes and all other debt securities are presented at their quoted market value.
Realized and unrealized changes in market values are recognized in the period in
which the changes occur.
Real estate related investments consist of real estate mortgages and investments
in Real Estate Investment Trusts. Real estate mortgages are stated at cost plus
accrued interest less payments received.
All investment transactions are accounted for on the trade-date basis in
accordance with generally accepted accounting principles. The Master Trust
investment activity is included in the summary statements below.
<PAGE>
5
The following are the statements of net assets as of December 31, 1999 and 1998,
and the statement of changes in net assets of the Master Trust for the year
ended December 31, 1999 (dollar amounts in thousands):
<TABLE>
<CAPTION>
Statements of Net Assets 1999 1998
------------------------ -------------- --------------
<S> <C> <C>
Cash and equivalents $ 376,319 $ 253,263
Receivables 62,024 26,866
Asset-backed investment contracts 10,564 (50,451)
U.S. corporate and government bonds and notes 1,837,434 1,655,675
Non-U.S. bonds and notes 189,126 179,940
Non-U.S. stock 645,146 523,663
Halliburton Company stock 178,766 103,024
Insurance investment contracts 46,557 36,141
Pooled equity index funds 12,142 -
Other U.S. stock 1,432,116 1,261,302
Pooled bond funds 20,290 62,751
Real estate related investments 5,395 130
Investments in mutual funds 629,697 -
Payables (219,308) (128,586)
-------------- --------------
Net assets of the Master Trust $ 5,226,268 $ 3,923,718
============== ==============
Plan dollar value interest $ 882,484 $ 1,636,416
============== ==============
Plan percent interest 16.89% 41.71%
============== ==============
</TABLE>
<TABLE>
<CAPTION>
Statement of Changes in Net Assets 1999
---------------------------------- ---------------
<S> <C>
Participating plans' net assets, beginning of year $ 3,923,718
Net realized gain 256,236
Net change in unrealized gain 124,796
Net investment income 180,833
Receipts from participating plans 3,213,939
Withdrawals by participating plans (2,473,254)
---------------
Participating plans' net assets, end of year $ 5,226,268
===============
</TABLE>
<PAGE>
6
<TABLE>
<CAPTION>
Net Appreciation (Depreciation) by Type 1999
--------------------------------------- ---------------
<S> <C>
Cash and equivalents $ (231)
U.S. corporate and government bonds and notes (38,906)
Non-U.S. bonds and notes 7,389
Non-U.S. stock 144,510
Other U.S. stock 234,011
Halliburton Company stock 39,878
Pooled equity index funds (9,681)
Investment in mutual funds 9,253
Other investments (5,191)
---------------
Total appreciation $ 381,032
</TABLE>
The Master Trust makes use of several investment strategies involving limited
use of derivative investments. The Master Trust's management, as a matter of
policy and with risk management as their primary objective, monitors risk
indicators such as duration and counter-party credit risk, both for the
derivatives themselves and for the investment portfolios holding the
derivatives. Investment managers are allowed to use derivatives for such
strategies as portfolio structuring, return enhancement, and hedging against
deterioration of investment holdings from market and interest rate changes.
Derivatives are also used as a hedge against foreign currency fluctuations. The
Master Trust's management does not allow investment managers for the Master
Trust to use leveraging for any investment purchase. Derivative investments are
stated at estimated fair market values as determined by quoted market prices.
Gains and losses on such investments are included in the statement of changes in
net assets of the Master Trust.
4. INVESTMENTS:
Individual investments in excess of 5% of net assets available for plan benefits
are as follows:
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
Participation in Master Trust, at fair value-
Fixed Investment Fund $ 360,257,443 $ 587,062,215
Equity Investment Fund 70,460,142 217,708,158
General Investment Fund 418,499,192 814,779,081
</TABLE>
5. TAX STATUS:
The Internal Revenue Service has determined and informed the Company by letter
dated September 26, 1995, that the Plan and related trust are designed in
accordance with the applicable sections of the IRC. The Plan has been amended
since receiving the determination letter. However, management believes that the
Plan is currently designed and operating in compliance with the applicable
requirements of the IRC.
6. RELATED-PARTY TRANSACTIONS:
State Street is the trustee defined by the Plan. The assets of the Plan are held
by the Master Trust, of which State Street is also the trustee. Additionally,
the Master Trust invests in the HSF. Therefore, State Street, the Master Trust,
the Company and the participants of the Plan qualify as parties-in-interest.
<PAGE>
7
<TABLE>
<CAPTION>
BROWN & ROOT, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN: 75-2677995
PLAN #: 001
(a) (b) (c) (e)
Identity of Issue, Borrower, Current
Lessor, or Similar Party Description of Investment Value
------- ------------------------------------- ------------------------------------------------- ---------------
<S> <C> <C> <C>
* State Street Bank and Trust Company Cash $ 1,880,654
* Halliburton Company Employee Benefit Investment in Net Assets of Halliburton Company
Master Trust Employee Benefit Master Trust 882,483,737
<FN>
* Column (a) indicates each identified person/entity known to be a party-in-interest.
This supplemental schedule lists assets held for investment purposes at December
31, 1999, as required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure.
</FN>
</TABLE>
