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, 2007.
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
10200
Bellaire Blvd.
Building
91, Room 2NE18B
Houston,
Texas 77072
B. Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Halliburton
Company
(a
Delaware Corporation)
75-2677995
140l
McKinney, Suite 2400
Houston,
Texas 77010
Telephone
Number – (713) 759-2600
Required
Information
The
following financial statements prepared in accordance with the financial
reporting requirements of the Employee Retirement Income Security Act of 1974,
signature and exhibit are filed for the Halliburton Savings Plan:
Financial Statements and Supplemental
Schedule
Report of Independent Registered Public
Accounting Firm
Statements of Net Assets Available for
Plan Benefits – December 31, 2007 and 2006
Statement of Changes in Net Assets
Available for Plan Benefits – Year ended December 31, 2007
Notes to Financial Statements –
December 31, 2007 and 2006
Supplemental Schedule H, Line 4i –
Schedule of Assets (Held at End of Year) – December 31, 2007
Signature
Exhibit
Consent of Harper & Pearson
Company, P.C. (Exhibit 23.1)
HALLIBURTON
SAVINGS PLAN
Table
of Contents
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Page
|
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|
Financial
Statements
|
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
Statements
of Net Assets Available for Plan Benefits
|
|
|
December
31, 2007 and 2006
|
2
|
|
Statement
of Changes in Net Assets Available for Plan Benefits
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|
|
Year
ended December 31, 2007
|
3
|
|
Notes
to Financial Statements
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|
|
December
31, 2007 and 2006
|
4
|
|
Supplemental
Schedule
|
|
|
Schedule
H, Line 4i – Schedule of Assets (Held at End of Year)
|
|
|
December
31, 2007
|
15
|
Schedules
not listed above are omitted because of the absence of conditions under which
they are required under the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
Report
of Independent Registered Public Accounting Firm
To the
Benefits Committee of
Halliburton
Savings Plan
Houston,
Texas
We have
audited the accompanying statements of net assets available for plan benefits of
the Halliburton Savings Plan (the “Plan”) as of December 31, 2007 and 2006, and
the related statement of changes in net assets available for plan benefits for
the year ended December 31, 2007. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). 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, 2007 and 2006, and the changes in its net assets available for plan
benefits for the year ended December 31, 2007 in conformity with generally
accepted accounting principles in the United States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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 is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit 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.
/s/
Harper & Pearson Company, P.C.
Houston,
Texas
June 20,
2008
1
HALLIBURTON
SAVINGS PLAN
Statements
of Net Assets Available for Plan Benefits
December
31, 2007 and 2006
|
2007
|
2006
|
|||||||
|
Assets
|
||||||||
|
Cash and cash
equivalents
|
$ | 20,505 | $ | 4,448 | ||||
|
Plan’s interest in Master
Trust at fair value
|
4,475,494 | 4,089,758 | ||||||
|
Participant
loans
|
85,755 | 97,696 | ||||||
|
Net
assets available for plan benefits at fair value
|
4,581,754 | 4,191,902 | ||||||
|
Adjustment from fair value to
contract value for fully
|
||||||||
|
benefit-responsive investment
contracts
|
(8,950 | ) | (4,597 | ) | ||||
|
Net
assets available for plan benefits
|
$ | 4,572,804 | $ | 4,187,305 | ||||
See
accompanying notes to financial statements.
2
HALLIBURTON
SAVINGS PLAN
Statement
of Changes in Net Assets Available for Plan Benefits
Year
Ended December 31, 2007
|
Additions
|
||||
|
Investment income,
net
|
||||
|
Plan’s interest in Master
Trust net investment activity
|
$ | 451,216 | ||
|
Interest on loans to
participants
|
7,099 | |||
|
Total investment
income
|
458,315 | |||
|
Contributions
|
||||
|
Company, net of
forfeitures
|
54,035 | |||
|
Plan
participants
|
86,860 | |||
|
Total
contributions
|
140,895 | |||
|
Total additions
|
599,210 | |||
|
Deductions
|
||||
|
Benefits paid to
participants
|
202,700 | |||
|
Investment management fees and
administrative expenses
|
11,011 | |||
|
Total deductions
|
213,711 | |||
|
Net increase in net assets
available for plan benefits
|
385,499 | |||
|
Net
assets available for plan benefits
|
||||
|
Beginning of year
|
4,187,305 | |||
|
End of year
|
$ | 4,572,804 | ||
See
accompanying notes to financial statements.
3
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
(1)
|
Description
of the Plan
|
The
Halliburton Savings Plan (the “Plan”) is a defined contribution plan
maintained for the benefit of 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 of 1986,
as amended (“IRC”) and is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (“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.
|
|
(a)
|
Eligibility
|
Employees
of the Company are eligible for participation in the Plan upon completion of
three months of service except those who are among the following ineligible
populations: (1) nonresident aliens with no earned income from the Company from
sources within the United States of America; (2) employees who are eligible to
participate in any other 401(k) plan of the Company or a member of its
controlled group; (3) leased employees or independent contractors as defined in
the plan document; (4) employees covered by a collective bargaining agreement
unless the Company has specifically extended the participation to the employee
group, or (5) employees employed by an operation located in Puerto
Rico. The Company has specifically extended participation to certain
employee groups covered by collective bargaining agreements.
|
(b)
|
Contributions
|
Employees
Participants
may elect to contribute to the tax deferred savings and/or after tax savings
features of the Plan through periodic payroll
deductions. Participants may contribute up to 25% of their eligible
earnings on a pre-tax basis and up to another 25% of their eligible earnings on
an after-tax basis. The total amount of a participant’s tax deferred
savings contributions was limited to $15,500 for 2007 and the 2007 limit for
eligible earnings was $225,000. Any contributions in excess of the
$15,500 limit are automatically made to the participant’s after-tax
account.
Participants
who are age 50 or older before the close of the Plan year may elect to make a
catch-up contribution, subject to certain limitations under the IRC ($5,000 per
participant in 2007).
Employees
are permitted to roll over balances held in other qualified plans or individual
retirement accounts (“IRAs”) into the Plan, as specified in the plan
document.
Employers
The
remaining participants in the Plan are covered by a collective bargaining
agreement that does not currently provide Company matching
contributions.
4
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
|
(c)
|
Plan
Accounts
|
The
Company has entered into a master trust agreement with the Halliburton Company
Employee Benefit Master Trust (the “Master Trust”). The Master Trust
was established for the collective investment of certain defined contribution
and defined benefit plans sponsored by the Company or its
affiliates. The Plan maintains a clearing account, which invests in a
short term investment fund to facilitate the payment of benefits and receipt of
contributions to the Plan.
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|
(d)
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Investment
Elections and Transfers
|
Contributions
and participant account balances may be directed to one of thirteen funds or a
combination of funds. The available investment funds are the
Aggressive Premixed Portfolio, the Mid Cap Fund, the Conservative Premixed
Portfolio, the Balanced Fund, the Large Cap Value Fund, the Bond Index Fund, the
S&P 500 Index Fund, the Large Cap Growth Fund, the Non-US Equity Fund, the
Moderate Premixed Portfolio, the Small Cap Value Fund, the Stable Value Premixed
Portfolio, and the Halliburton Stock Fund. The assets of the funds are held in
the Master Trust. The Halliburton Stock Fund (“HSF”) was closed to new
investments effective January 1, 2007.
The Plan
allows participants to make transfers of their account balances among the funds,
subject to the Plan’s investment transfer policy. The amount of the
transfer may be all or any portion of the participant’s account
balance.
Effective
January 1, 2006, the Plan adopted a new investment transfer policy which places
waiting periods on transfers and reallocations into and out of all of the
investment funds. If a participant makes a transfer or fund
reallocation out of a fund other than the Stable Value Premixed Portfolio, the
participant cannot transfer money into that same fund for up to twenty calendar
days. If funds are transferred or reallocated into the Stable Value
Premixed Portfolio, the number of units that the money represents on the day of
the transfer or reallocation transaction is locked in and cannot be transferred
out of the Stable Value Premixed Portfolio for up to twenty calendar
days. Participants are permitted to reallocate or transfer money into
the Stable Value Premixed Portfolio at any time.
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|
(e)
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Administration
|
The
Halliburton Company Benefits Committee (the “Benefits Committee”) controls
and manages the operation and administration of the Plan. The Halliburton
Company Investment Committee (the “Investment Committee”) controls and manages
the operation and administration of the Master Trust. State Street Bank and
Trust Company (“State Street”) is the Plan’s trustee and Hewitt Associates LLC
is the record keeper.
5
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
|
(f)
|
Participant
Loans
|
A
participant may borrow from their vested account balance a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their vested account
balance (reduced by the highest outstanding loan balance in all Company
sponsored plans in the prior twelve months). A participant may not
have more than one loan outstanding at any time. Loans bear interest
at the current prime rate plus 1% as published in the Wall Street Journal as of
the first day of the month. Loans must be repaid within five years
(ten years for primary residence loans) through payroll deductions and are
collateralized by the participant’s account balance. If a participant
fails to comply with the repayment terms of the loan, the Benefits Committee or
its designee may deem such defaulted loans as a distribution when the loans are
considered uncollectible from the participant.
|
|
(g)
|
Vesting
|
Participants
are immediately 100% vested in their tax deferred contributions, after-tax
contributions, rollover contributions and the related
earnings. Generally, except as provided in the provisions of the plan
document, the participant’s interest in the matching contributions and the
related earnings shall become fully vested after the completion of five years of
service.
Participants
who terminate before becoming fully vested, will forfeit the nonvested portion
of their account balance in accordance with the terms of the Plan and collective
bargaining agreement, as applicable.
Forfeitures
are used to reduce future Company contributions. No forfeitures were used to
reduce Company contributions for the year ended December 31,
2007. Forfeitures available to reduce future Company contributions
were $17,426 at December 31, 2007 and $837 at December 31, 2006.
|
|
(h)
|
Distributions
|
Each
participant or their designated beneficiaries may elect to receive a
distribution upon retirement, termination, disability, or
death. Direct rollovers to an IRA or other eligible retirement plans
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 in the form of shares of stock or cash.
While
employed, a participant may make one in-service withdrawal of $500 or more from
his or her after-tax account during a plan year. In-service
withdrawals from all accounts under the Plan are also permitted upon attainment
of age 59-1/2. Further, in-service withdrawals from a participant’s
pre-tax account, rollover account and after-tax account can be made in the event
of a proven financial hardship, subject to limitations under the
Plan. Certain additional in-service withdrawals are permitted for
account balances transferred from acquired company plans, as defined in the Plan
document.
6
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
|
(i)
|
Investment
Earnings
|
Investment
earnings on participants’ accounts are allocated proportionately based on their
relative account balance in each investment fund.
|
|
(j)
|
Halliburton
Stock Fund
|
Effective
July 1, 2002, the HSF was converted into an Employee Stock Ownership Plan
(“ESOP”). The ESOP is designed to comply with Section 4975(e)(7) of
the Internal Revenue Code and Section 407(d)(6) of ERISA.
The ESOP
has a dividend pass-through election whereby any cash dividends attributable to
Halliburton Company Common Stock held by the ESOP are to be paid by the Company
directly to the Trustee. The participants may elect to receive the
dividends in cash or reinvest it for more units of the HSF. Any cash
dividends received by the Trustee which are attributable to financed stock are
to be used by the Trustee to make exempt loan payments until the exempt loan has
been repaid in full. During 2007 and 2006, there were no loans
related to stock purchases.
Each
participant is entitled to exercise voting rights attributable to the
Halliburton Company Common Stock allocated to his or her account and is notified
by the Trustee prior to the time that such rights are to be
exercised. The Trustee is not permitted to vote any allocated shares
for which instructions have been given by a participant. The Trustee
is required, however, to vote those shares which have not been voted by Plan
participants or beneficiaries.
Effective
January 1, 2007, the HSF was closed to new investments. No further contributions
or transfers into the HSF will be permitted. Participants will have until
December 31, 2009 to transfer all amounts out of the HSF. Any amounts
not transferred out of the HSF by the end of this sunset period will be
liquidated and invested in an investment fund chosen by the Investment
Committee. However, the Benefits Committee reserves the right to implement
periodic transfers and/or change or accelerate the sunset period at any
time.
|
|
(k)
|
Plan
Termination
|
The Board
of Directors of the Company may amend, modify, or terminate the Plan at any
time. The Chief Executive Officer of the Company may amend the Plan
if such amendment does not have a significant cost impact on the Company or if
the amendment is required to acquire or maintain the qualified status of the
Plan. No Plan termination is contemplated, but if it should occur,
the accounts of all participants would immediately become fully vested and be
paid in accordance with the terms of the Plan.
|
(l)
|
Union
Decertification
|
The
agreement between the Company and the Bentonite (Colony) Operation collective
bargaining unit expired October 21, 2007. Upon expiration of this contract, the
employees became eligible to participate in the Halliburton Retirement and
Savings Plan. The balances in the Halliburton Savings Plan, as of the expiration
date of the contract, remain in this plan.
7
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
(2)
|
Significant
Accounting Policies
|
|
|
(a)
|
Basis
of Accounting
|
|
|
|
The
accompanying financial statements have been prepared using the accrual
basis of accounting in accordance with generally accepted accounting
principles in the United States of America.
As
described in Financial Accounting Standards Board Staff Position, FSP AAG
INV-1 and SOP 94-4-1, Reporting
of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined Contribution Health and Welfare and Pension Plans (the
“FSP”), investment contracts held by a defined contribution plan are
required to be reported at fair value. However, contract value
is the relevant measurement attribute for that portion of the net assets
available for benefits of a defined contribution plan attributable to
fully benefit-responsive investment contracts because contract value is
the amount participants would receive if they were to initiate permitted
transactions under the terms of the plan. As required by the
FSP, the Statement of Net Assets Available for Plan Benefits presents the
fair value of the investment contracts as well as the adjustment of the
fully benefit-responsive investment contracts from fair value to contract
value. The Statement of Changes in Net Assets Available for
Plan Benefits is prepared on a contract value
basis.
|
|
|
(b)
|
New
Accounting Standard
|
|
|
|
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS 157, “Fair Value Measurements.” SFAS 157 defines fair
value, sets out a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value
measurements of assets and liabilities. The Plan adopted SFAS 157 as of
January 1, 2008 without material impact on the Statements of Net Assets
Available for Plan Benefits or the Statement of Changes in Net Assets
Available for Plan Benefits.
|
|
|
(c)
|
Valuation
of Investments
|
|
|
|
The
investments in all funds except the Stable Value Premixed Portfolio are
presented at fair value, based on the quoted market prices of the
underlying securities within each fund at December 31, 2007 and
2006.
|
8
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
The Plan
invests in cash, cash equivalents and participant loans, which are held by the
Trustee outside of the Master Trust. Cash and cash equivalents are a
short term investment fund which is valued at cost, which approximates fair
value. Participant loans are valued at cost, which approximates fair
value.
The
Plan’s proportionate interest in the Master Trust net assets is presented at
fair value with an adjustment from fair value to contract value for fully
benefit-responsive investment contracts.
Cash
equivalents, exchange traded derivative financial instruments, stock securities,
mutual funds, bonds and notes, and all other debt securities held within the
Master Trust are presented at their fair market
value. Common/collective trust funds are stated at the fair market
value of the underlying securities.
The
Stable Value Premixed Portfolio (the “SVPP”) is reported at fair value and
adjusted to contract value. Contract value represents the accumulated
contributions plus accrued net earnings, less distributions. Fair value of the
investment in the SVPP is estimated using discounted cash flows. The SVPP
invests primarily in asset-backed contracts that are fully benefit-responsive.
These asset-backed contracts have two components: (1) a portfolio of securities
or underlying assets and (2) a wrap contract. These underlying assets, generally
fixed income securities, are held by an independent trustee for the sole benefit
of the fund and a wrap contract is entered into for a fee with a financial
institution to assure contract value liquidity for plan participant directed
withdrawals, transfers or loans. The underlying assets are valued as described
in the preceding paragraphs of this section. The issuer of the contract (wrap
provider) undertakes to repay the principal amount deposited plus accrued
interest less expenses to fund participant-directed withdrawals, transfers and
loans. The crediting rate of the asset-backed contract is a function of the
relationship between the market value, yield and duration of the underlying
assets versus the contract value. If the positive adjustment for the portion of
net assets attributable to fully benefit-responsive investment contracts from
fair value to contract value increases, the crediting rate at the next reset
date will be negatively impacted and vice versa. Interest rate change is a key
factor that can influence future crediting rates because it impacts the value,
yield and duration of the underlying securities. The contract rate is reset
periodically by wrap providers and cannot be less than zero.
The net
average yield earned divided by the underlying assets of the wrapped contracts
for 2007 was 6.64% and for 2006 was 4.49%. The net actual interest rate credited
to participants divided by the underlying assets of the wrapped contracts for
2007 was 5.34% and for 2006 was 5.10%.
All of
the asset-backed contracts held by the SVPP are fully participating contracts.
In a fully participating contract, the asset and liability risks may be
transferred from the wrap provider to the fund in the event of a plan
termination or non-participant directed withdrawal, transfer or
loan. The risk of this event happening is not
probable. The wrap provider may terminate a fully benefit-responsive
contract and settle at an amount different from the contract value if the wrap
provider of the fund is unable to meet the terms of the
contract.
9
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
These
investment funds are exposed to various risks, such as interest rate, market and
credit. Due to these risks, the amounts reported in the Statements of
Net Assets Available for Plan Benefits could be materially affected in the near
term.
|
|
(d)
|
Securities
Transactions and Investment Income
|
The Plan
records interest on cash and cash equivalents and participant loans held outside
of the Master Trust when earned. Purchases and sales of securities
held outside the Master Trust are recorded on the trade-date basis.
Purchases
and sales of securities in the Master Trust are also recorded on the trade-date
basis. Realized gains (losses) on investments sold and unrealized
appreciation (depreciation) for investments of the Master Trust are combined and
presented as Plan’s interest in Master Trust net investment activity on the
Statement of Changes in Net Assets Available for Plan Benefits.
In
addition, investment income of the Master Trust includes interest, dividends,
and other income. Interest income of the Master Trust investments is recorded
when earned. Dividends on the Master Trust investments are recorded
on the ex-dividend date.
|
|
(e)
|
Administrative
Expenses
|
All plan
expenses, other than those elected to be paid by the Company, are paid by the
Master Trust on behalf of the Plan. Generally, trustee fees,
recordkeeping fees, audit fees, and investment management fees, to the extent
not elected to be paid by the Company, are paid from Master Trust assets and are
charged to the plans participating in the Master Trust. Expenses
related to the direct management of the Master Trust are shared on an equitable
basis by the participating plans. Expenses specifically related to an
individual plan, to the extent not paid by the Company, are charged to the
assets of the Plan which incurred the charges. In 2007, the Company
elected to pay certain expenses specifically related to the Plan. The
total expenses paid by the Master Trust on behalf of the Plan were $11,011 for
2007 which is shown as a separate component in the Statement of Changes in Net
Assets Available for Plan Benefits.
|
|
(f)
|
Payment
of Benefits
|
Benefits
are recorded when paid.
|
|
(g)
|
Use
of Estimates
|
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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.
10
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
(3)
|
Investment
Assets Held in the Master Trust
|
Certain
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 defined contribution plans
may participate. The combination of the plans’ assets is only for
investment purposes and the plans continue to be operated under their current
individual plan documents, as amended.
The
Master Trust assets are allocated among participating plans by assigning to each
plan those transactions (primarily contributions, benefit payments, and certain
administrative expenses) which can be specifically identified and allocated
among all plans, in proportion to the fair value of the assets assigned to each
plan, the income and expenses resulting from the collective investment of the
assets.
In April
2007, Halliburton completed the separation of KBR, Inc. (“KBR”) from the
Company. In accordance with the Master Trust agreement and the Employee Matters
agreement between Halliburton and KBR, the assets related to the Brown &
Root, Inc. Employees' Retirement and Savings Plan and Kellogg Brown & Root,
Inc. Retirement and Savings Plan, have been split-off from the Master Trust and
were transferred to KBR by the trustee during February and March 2007. The
amount of assets transferred to KBR totaled $2,060,764,873.
The
following is a summary of net assets as of December 31, 2007 and 2006, total net
investment activity for the year ended December 31, 2007 and net appreciation
(depreciation) by investment type for the year ended December 31, 2007 of the
Master Trust. The Plan’s interests in the Master Trust’s net assets
for the applicable periods are also presented.
11
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
Net
Assets
|
2007
|
2006
|
||||||
|
Assets
|
||||||||
|
Investments
|
||||||||
|
Cash and
equivalents
|
$ | 145,446,709 | $ | 193,438,035 | ||||
|
Derivatives
|
3,037,949 | 2,250,315 | ||||||
|
Collateral received for
securities loaned
|
487,268,935 | 638,638,539 | ||||||
|
U.S. bonds and
notes
|
1,189,680,353 | 1,798,435,833 | ||||||
|
Non-U.S. bonds and
notes
|
87,942,866 | 124,490,738 | ||||||
|
Halliburton
stock
|
254,648,218 | 340,448,470 | ||||||
|
Other U.S.
stock
|
648,856,042 | 1,157,918,463 | ||||||
|
Non-U.S. stock
|
601,523,748 | 672,023,819 | ||||||
|
Common/collective trust
funds
|
515,805,239 | 770,696,209 | ||||||
|
Mutual funds
|
155,334,114 | 262,876,450 | ||||||
|
Securities
loaned
|
||||||||
|
U.S. bonds and
notes
|
173,033,859 | 391,476,097 | ||||||
|
Other U.S.
stock
|
282,154,610 | 188,830,671 | ||||||
|
Non-U.S. stock
|
20,635,133 | 43,565,784 | ||||||
|
Total
investments
|
4,565,367,775 | 6,585,089,423 | ||||||
|
Receivables
|
||||||||
|
Receivables for investments
sold
|
216,993,811 | 383,326,380 | ||||||
|
Dividends
|
1,580,433 | 2,516,104 | ||||||
|
Interest
|
13,614,722 | 22,913,222 | ||||||
|
Other
|
378,549 | 660,036 | ||||||
|
Total
receivables
|
232,567,515 | 409,415,742 | ||||||
|
Total assets
|
4,797,935,290 | 6,994,505,165 | ||||||
|
Liabilities
|
||||||||
|
Payable for investments
purchased
|
420,765,363 | 702,465,690 | ||||||
|
Obligation for collateral
received for securities loaned
|
487,268,935 | 638,638,539 | ||||||
|
Other payables
|
7,769,881 | 7,209,486 | ||||||
|
Total
liabilities
|
915,804,179 | 1,348,313,715 | ||||||
|
Net
Assets at fair value
|
3,882,131,111 | 5,646,191,450 | ||||||
|
Adjustments from fair value to
contract value for fully
|
||||||||
|
benefit-responsive investment
contracts
|
(20,751,607 | ) | (19,493,698 | ) | ||||
|
Net
Assets
|
$ | 3,861,379,504 | $ | 5,626,697,752 | ||||
|
Plan’s
interest in Master Trust net assets at fair value
|
$ | 4,475,494 | $ | 4,089,758 | ||||
|
Adjustments from fair value to
contract value for fully
|
||||||||
|
benefit-responsive investment
contracts
|
(8,950 | ) | (4,597 | ) | ||||
|
Plan’s
interest in Master Trust net assets
|
$ | 4,466,544 | $ | 4,085,161 | ||||
|
Plan’s
percentage interest in Master Trust net assets
|
0.12 | % | 0.07 | % | ||||
12
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
Year
ended
|
||||
|
December
31,
|
||||
|
Net
Investment Activity
|
2007
|
|||
|
Net
investment appreciation
|
$ | 263,450,670 | ||
|
Investment
income
|
122,041,656 | |||
|
Expenses
|
(16,773,532 | ) | ||
|
Net investment
activity
|
$ | 368,718,794 | ||
|
Year
ended
|
||||
|
December
31,
|
||||
|
Net
Appreciation (Depreciation) by Investment Type
|
2007
|
|||
|
Cash
and equivalents
|
$ | (2,604 | ) | |
|
Derivatives
|
(1,261,242 | ) | ||
|
U.S.
bonds and notes
|
930,082 | |||
|
Non-U.S.
bonds and notes
|
(292,475 | ) | ||
|
Halliburton
stock
|
50,921,791 | |||
|
U.S.
stock
|
65,856,135 | |||
|
Non-U.S.
stock
|
94,419,807 | |||
|
Common/collective
trust funds
|
32,215,987 | |||
|
Mutual
funds
|
2,469,116 | |||
|
Other
investments
|
18,194,073 | |||
|
Net investment
appreciation
|
$ | 263,450,670 | ||
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 net investment appreciation of the Master
Trust.
Certain
investment managers of the Master Trust participate in a securities lending
program administered by State Street. The transfer of assets under
State Street’s securities lending program are secured borrowings with pledge of
collateral. The fair market value of the securities loaned as of
December 31, 2007 and 2006 was $475,823,601 and $623,872,552
respectively. The cash and non-cash collateral received for
securities loaned as of December 31, 2007 and 2006 was $487,268,935 and
$638,638,539 respectively. As of December 31, 2007 and 2006, none of
the collateral received for securities loaned has been sold or
repledged.
13
HALLIBURTON
SAVINGS PLAN
Notes to
Financial Statements
December
31, 2007 and 2006
|
(4)
|
Investments
|
The
following table represents the fair value of individual investment funds held
under the Master Trust which exceed 5% of the Plan’s net assets as of December
31, 2007 and 2006:
|
2007
|
2006
|
|||||||
|
Participation
in Master Trust, at fair value:
|
||||||||
|
Large Cap Value
Fund
|
$ | 1,337,155 | $ | 1,308,651 | ||||
|
Halliburton
Company Stock Fund
|
1,312,321 | 1,203,523 | ||||||
|
Stable Value
Premixed Portfolio
|
433,348 | 409,626 | ||||||
|
S&P 500
Index Fund
|
392,297 | 365,071 | ||||||
|
Balanced
Fund
|
346,406 | 319,743 | ||||||
|
(5)
|
Tax
Status
|
The
Internal Revenue Service informed the Company by a letter dated March 4, 2004,
that the Plan and related trust were designed in accordance with the applicable
provisions of the IRC. The Plan has been amended since receiving the
letter; however, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC. Therefore, the plan administrator believes that the Plan is
qualified and the related trust is tax-exempt as of December 31, 2007 and
2006.
|
(6)
|
Related-Party
Transactions
|
The Plan,
through its participation in the Master Trust, may invest in investment
securities issued and/or managed by the Trustee and asset
managers. Additionally, the Master Trust invests in Halliburton
Company’s common stock through the HSF. These entities are considered
parties-in-interest to the Plan. These transactions are covered by an
exemption from the prohibited transaction provisions of ERISA and the
IRC.
14
HALLIBURTON
SAVINGS PLAN
EIN:
75-2677995
PLAN #
145
Schedule
H, Line 4i – Schedule of Assets (Held at End of Year)
December
31, 2007
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||
|
Description
of investments, including
|
||||||||||||
|
Identity
of issue, borrower,
|
maturity
date, rate of interest, collateral,
|
Current
|
||||||||||
|
lessor,
or similar party
|
par
or maturity value
|
Cost
|
value
|
|||||||||
| * |
State
Street Bank and Trust
|
SSBTC
short term investment fund
|
||||||||||
|
Company
|
** | $ | 20,505 | |||||||||
| * |
Halliburton
Company
|
Investment
in net assets of Halliburton
|
||||||||||
|
Employee Benefit
|
Company Employee
Benefit
|
|||||||||||
|
Master Trust
|
Master Trust
|
** | 4,475,494 | |||||||||
| * |
Participant
Loans
|
Loans
issued at interest rates between
|
||||||||||
|
5.0% and 9.0%; various maturity
dates
|
** | 85,755 | ||||||||||
| $ | 4,581,754 | |||||||||||
* Column
(a) indicates each identified person/entity known to be a
party-in-interest.
** Cost
omitted for participant directed investments.
See
accompanying report of independent registered public accounting
firm.
15
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Halliburton
Company 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: June
20, 2008
By: /s/ Gilbert
Chavez
Gilbert Chavez, Chairperson of the
Halliburton
Company Benefits
Committee
EXHIBIT
23.1
Consent
of Independent Registered Public Accounting Firm
We hereby
consent to the incorporation by reference in the Registration Statement on Form
S-8 (File No. 333-86080) pertaining to Halliburton Company of our report dated
June 20, 2008 related to the financial statements and supplemental schedule of
the Halliburton Savings Plan included in the annual report on Form 11-K for the
year ended December 31, 2007.
/s/
Harper & Pearson Company, P.C.
Houston,
Texas
June 20,
2008