Bond HughesBaker LLC 5.125% ( US057224AZ09 ) in USD

HughesBaker LLC

97.9955 % ⇌

United States

US057224AZ09 ( in USD )

5.125% per year ( payment 2 times a year)

14/09/2040

Prospectus brochure of the bond Baker Hughes LLc US057224AZ09 en USD 5.125%, maturity 14/09/2040

2 000 USD

1 500 000 000 USD

057224AZ0

A ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/09/2025 ( In 69 days )

Baker Hughes is a global energy technology company providing equipment, services, and digital solutions for the oil and gas and renewable energy sectors.

The Bond issued by HughesBaker LLC ( United States ) , in USD, with the ISIN code US057224AZ09, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/09/2040

The Bond issued by HughesBaker LLC ( United States ) , in USD, with the ISIN code US057224AZ09, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by HughesBaker LLC ( United States ) , in USD, with the ISIN code US057224AZ09, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-159065

Prospectus Supplement
(To Prospectus dated June 1, 2009)

$1,500,000,000

Baker Hughes Incorporated

5.125% Senior Notes Due 2040

We are offering $1,500,000,000 of our 5.125% Senior Notes due 2040, which we refer to as the notes,
which will mature on September 15, 2040.

We will pay interest on the notes each March 15 and September 15, beginning on March 15, 2011. We
may redeem, at our option, all or part of the notes at any time, at a make-whole redemption price plus
accrued and unpaid interest to the date of redemption. The redemption provisions are more fully described
in this prospectus supplement under "Description of the Notes -- Optional Redemption." There is no
sinking fund for the notes.

The notes will be our senior unsecured obligations and will rank equally in right of payment with all of
our other indebtedness from time to time outstanding that is not specifically subordinated in right of
payment to the notes. The notes will be structurally subordinated to the indebtedness and all other
obligations of our subsidiaries. For a more detailed description of the notes, see "Description of the Notes"
beginning on page S-12 of this prospectus supplement.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of
this prospectus supplement and in our annual report on Form 10-K for the year
ended December 31, 2009 and our quarterly reports on Form 10-Q for the quarterly
periods ended March 31, 2010 and June 30, 2010, which reports are incorporated
by reference in this prospectus supplement and the accompanying prospectus.

Public Offering
Underwriting Proceeds, Before

Price(1)

Discount
Expenses, to Us

Per Note

99.570 %
0.875 %
98.695 %
Total
$ 1,493,550,000 $ 13,125,000 $ 1,480,425,000

(1) Plus accrued interest, if any, from August 24, 2010.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The
Depository Trust Company, including its participants, Clearstream Banking S.A. and Euroclear Bank
S.A./N.V., as operator of the Euroclear System, on or about August 24, 2010.

None of the Securities and Exchange Commission, any state securities commission or any other
regulatory body has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

Joint Book-Running Managers
J.P. Morgan
Barclays Capital
RBS
UBS Investment Bank
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Senior Co-Managers

BofA Merrill Lynch
Citi
Mitsubishi UFJ Securities
Goldman, Sachs & Co.
HSBC
US Bancorp
Wells Fargo Securities

Co-Managers

BBVA Securities
Credit Agricole CIB
Deutsche Bank Securities
DnB NOR Markets
Standard Chartered Bank
COMMERZBANK
RBC Capital Markets

August 19, 2010
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TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Summary Historical Consolidated Financial Data of Baker Hughes Incorporated
S-5
Risk Factors
S-7
Use of Proceeds
S-9
Ratio of Earnings to Fixed Charges
S-10
Capitalization
S-11
Description of the Notes
S-12
Material United States Federal Income Tax Considerations
S-21
Underwriting
S-25
Legal Matters
S-28
Experts
S-28

Prospectus

Page

About This Prospectus
i
Where You Can Find More Information
i
Forward-Looking Statements
ii
About Us
1
Risk Factors
1
Use of Proceeds
1
Ratio of Earnings to Fixed Changes
1
Description of Debt Securities
2
Description of Capital Stock
14
Description of Warrants
17
Plan of Distribution
19
Legal Matters
20
Experts
20

You should rely only on the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus and in any free writing prospectus
with respect to this offering filed by us with the United States Securities and Exchange
Commission (the "SEC"). We have not, and the underwriters have not, authorized anyone to
provide you with different information. We are not offering to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information
contained in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the date on the front cover of those documents. Our business,
financial condition, results of operation and prospects may have changed since those dates.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is a supplement to the accompanying prospectus. This prospectus
supplement and the accompanying prospectus are part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under the shelf process, we may, from time to time, issue
and sell to the public any combination of the securities described in the accompanying prospectus.

This prospectus supplement describes the specific terms of the notes we are offering and certain
other matters relating to us. The accompanying prospectus gives more general information about
securities we may offer from time to time, some of which does not apply to the notes we are offering.
Generally, when we refer to the prospectus, we are referring to this prospectus supplement combined
with the accompanying prospectus. If the information in this prospectus supplement conflicts with the
information in the accompanying prospectus, you should rely on the information in this prospectus
supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the
SEC (File No. 001-9397). Our SEC filings are available to the public over the Internet at the SEC's
website at http://www.sec.gov and at our website at http://www.bakerhughes.com. You may also read
and copy at prescribed rates any document we file at the SEC's public reference room at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330.

Our common stock is listed on the New York Stock Exchange under the symbol "BHI." Our
reports, proxy statements and other information may be read and copied at the New York Stock
Exchange at 20 Broad Street, 7th Floor, New York, New York 10005.

The SEC allows us to "incorporate by reference" the information that we file with them, which
means that we can disclose important information to you by referring you to other documents. The
information incorporated by reference is an important part of this prospectus supplement, and
information that we file later with the SEC prior to closing this offering will automatically update and
supersede this information. We incorporate by reference the following documents and all documents
that we subsequently file with the SEC prior to closing this offering under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than, in each
case and except as specifically set forth below, information furnished rather than filed):

· our annual report on Form 10-K for the year ended December 31, 2009;

· our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30,
2010; and

· our current reports on Form 8-K and Form 8-K/A, filed with the SEC on February 4, 2010,
February 23, 2010, March 16, 2010, March 22, 2010, March 31, 2010, April 1, 2010, April 7,
2010, April 23, 2010, April 28, 2010, April 29, 2010, May 10, 2010, July 26, 2010 and July 29,
2010.

You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing), at no cost, by writing to us at the following
address or calling the following number:

Baker Hughes Incorporated
Attention: Corporate Secretary
2929 Allen Parkway, Suite 2100
Houston, Texas 77019
(713) 439-8600

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FORWARD-LOOKING STATEMENTS

We have made in this prospectus supplement and in the reports and documents incorporated
herein by reference, and may from time to time otherwise make in other public filings, press releases
and discussions with our management, forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act (each, a "forward-
looking statement"). The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate,"
"probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would,"
"may," "likely" and similar expressions, and the negative thereof, are intended to identify forward-
looking statements. Our forward-looking statements are based on assumptions that we believe to be
reasonable but that may not prove to be accurate. The statements do not include the potential impact of
future transactions, such as an acquisition, disposition, merger, joint venture or other transaction that
could occur. We undertake no obligation to publicly update or revise any forward-looking statement.
Our expectations regarding our business outlook and business plans; the business plans of our
customers; oil and natural gas market conditions; costs and availability of resources; economic, legal
and regulatory conditions and other matters are only our forecasts regarding these matters.

All of our forward-looking information is subject to risks and uncertainties that could cause actual
results to differ materially from the results expected, including, but not limited to, general economic
and business conditions; global economic activity; oil and natural gas market conditions; and political
and economic uncertainty. The following additional factors, among others, with respect to our merger
with BJ Services Company ("BJ Services"), could cause actual results to differ from those set forth in
the forward-looking statements: the risk that the cost savings and any other synergies from the
transaction may not be realized or take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or suppliers; the ability
to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from
the transaction; the timing and ability to consummate the closing of the government-required
divestiture of assets used in the sand control and stimulation services businesses in the Gulf of Mexico
and any unexpected impact of such divesture on the combined company or divested assets and the
impact of holding separate the BJ Services and Baker Hughes businesses in the U.S. until those assets
are divested; the inability to retain key personnel; continuation or deterioration of current market
conditions; the outcome of any pending litigation; future regulatory or legislative actions that could
adversely affect the companies; and the business plans of the customers of the respective parties.
Although it is not possible to identify all factors, these risks and uncertainties include the risk factors
and the timing of any of those risk factors identified under "Risk Factors" beginning on page S-7 of
this prospectus supplement, as well as the risk factors described in our annual report on Form 10-K for
the year ended December 31, 2009, our quarterly report on Form 10-Q for the quarterly period ended
March 31, 2010, our quarterly report on Form 10-Q for the quarterly period ended June 30, 2010 and
those set forth from time to time in our other filings with the SEC. These documents are available
through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval System at
http://www.sec.gov.

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SUMMARY

This summary does not contain all of the information that may be important to you. You
should read carefully the entire prospectus supplement, the accompanying prospectus and the
documents incorporated by reference for a more complete understanding of our business, our
financial condition and the terms of this offering. You should read "Risk Factors" beginning on
page S-7 of this prospectus supplement and in our annual report on Form 10-K for the year
ended December 31, 2009 and our quarterly reports on Form 10-Q for the quarterly periods
ended March 31, 2010 and June 30, 2010 for more information about important risks that you
should consider before making a decision to purchase notes in this offering.

"We," "us," "our," the "Company" and "Baker Hughes" as used in this prospectus
supplement and the accompanying prospectus refer to Baker Hughes Incorporated and its
subsidiaries, unless the context otherwise requires.

The "Description of the Notes" section of this prospectus supplement contains more
detailed information about the terms and conditions of the notes.

Baker Hughes Incorporated

Baker Hughes Incorporated is engaged in the oilfield services industry. We are a major
supplier of wellbore-related products and technology services and systems and provide products
and services for drilling, pressure pumping, formation evaluation, completion and production,
and reservoir technology and consulting to the worldwide oil and natural gas industry.

We previously reported results for two reportable segments -- Drilling and Evaluation and
Completion and Production, which we aggregated from our former seven product lines. In May
2009, we announced a new geographical organization and began a transition period during
which both product line and geographic information were used by the Chief Operating Decision
Makers (the "CODM") to allocate resources and assess performance. Beginning in the second
quarter of 2010, we changed our internal reporting structure to align with the geographical
organization for which separate financial information is available and results are evaluated
regularly by the CODM. Accordingly, we now report our financial results based on the five
reportable segments detailed below:

·

North America (Canada, U.S., and Trinidad);

· Latin America (Central and South America including Mexico and excluding Trinidad);

· Europe/Africa/Russia Caspian (Europe, Africa -- excluding Egypt, and Russia and the
republics of the former Soviet Union);

· Middle East/Asia Pacific (including Egypt); and

· Industrial and Other (downstream chemicals, process and pipeline services, and reservoir
and technology consulting businesses).

For a further description of our business, properties and operations, you should read our
annual report on Form 10-K for the year ended December 31, 2009 and our quarterly reports on
Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, which are each
incorporated by reference into this prospectus supplement.

Our principal executive offices are located at 2929 Allen Parkway, Suite 2100, Houston,
Texas 77019, and our telephone number is (713) 439-8600.
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Recent Developments

BJ Services Merger

On April 28, 2010, we completed a cash and stock merger with BJ Services Company
whereby we acquired 100% of the outstanding common stock of BJ Services, a leading provider
of pressure pumping and oilfield services. BJ Services' pressure pumping services consist of
cementing and stimulation services used in the completion of new oil and natural gas wells and
in remedial work on existing wells, both onshore and offshore. BJ Services' oilfield services
include casing and tubular services, precommissioning, maintenance and turnaround services in
the pipeline and process business, including pipeline inspection, chemical services, completion
tools and completion fluids. We believe that our services and the services of BJ Services are
complimentary and that combining our services will strengthen our position in the oilfield
services industry.

The merger consideration totaled $6.9 billion based on the closing price of our common
stock on the closing date. Under the terms of the merger agreement, each share of BJ Services
common stock was converted into 0.40035 shares of our common stock and $2.69 in cash. In
total, we paid out $0.8 billion in cash, issued 118.0 million shares valued at $6.1 billion based
on the closing price of our common stock on the closing date, and assumed outstanding stock
options held by BJ Services employees and directors. We also guaranteed $500 million of long-
term debt of BJ Services which was assumed by one of our subsidiaries in connection with the
merger.

Pursuant to a final agreement with the Antitrust Division of the Department of Justice (the
"DOJ") in connection with the governmental approval of the merger, we are required to divest
two leased stimulation vessels (the HR Hughes and Blue Ray) and certain other assets used to
perform sand control services in the U.S. Gulf of Mexico. On July 6, 2010, we announced that
we entered into an agreement with a subsidiary of Superior Energy Services, Inc. to sell a
package of assets, including the two leased stimulation vessels, for approximately $55 million.
We expect the transaction, which is subject to customary closing conditions, to close following
approval from the DOJ. Additionally, pursuant to a Hold Separate Stipulation and Order, our
U.S. business and the U.S. business of BJ Services are required to be operated separately until
these assets are divested. We do not expect the divestiture to be material to our business or our
consolidated condensed financial statements.

As of June 30, 2010, Baker Hughes had approximately 52,000 employees, as compared with
approximately 34,400 employees as of December 31, 2009.
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