Bond Halliburton Corp 2.7% ( US406216BF76 ) in USD

Halliburton Corp

100 % ⇌

United States

US406216BF76 ( in USD )

2.7% per year ( payment 2 times a year)

15/11/2020 - Bond has expired

Prospectus brochure of the bond Halliburton Co US406216BF76 in USD 2.7%, expired

2 000 USD

1 250 000 000 USD

406216BF7

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Halliburton Co. is an American multinational corporation providing products and services related to oil and gas exploration and production.

Halliburton Co. (CUSIP: 406216BF7, ISIN: US406216BF76) issued a USD 1,250,000,000 bond with a 2.7% coupon rate, maturing on November 15, 2020, paying semi-annually, which has since matured and been redeemed, rated A- by S&P and A2 by Moody's, and traded at 100% at maturity.

424B5
424B5 1 d25666d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-202246
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities To Be Registered

Offering Price
Registration Fee(1)(2)
2.700% Senior Notes due 2020

$1,250,000,000

$125,875
3.375% Senior Notes due 2022

$1,250,000,000

$125,875
3.800% Senior Notes due 2025

$2,000,000,000

$201,400
4.850% Senior Notes due 2035

$1,000,000,000

$100,700
5.000% Senior Notes due 2045

$2,000,000,000

$201,400
Total

$7,500,000,000

$755,250

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's
Registration Statement on Form S-3 (File No. 333-202246) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as
amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2015)

$7,500,000,000
Halliburton Company

$1,250,000,000 2.700% Senior Notes due 2020

$1,000,000,000 4.850% Senior Notes due 2035
$1,250,000,000 3.375% Senior Notes due 2022

$2,000,000,000 5.000% Senior Notes due 2045
$2,000,000,000 3.800% Senior Notes due 2025

We are offering $1,250,000,000 aggregate principal amount of our 2.700% senior notes due 2020 (the "2020 notes"), $1,250,000,000 aggregate principal
amount of our 3.375% senior notes due 2022 (the "2022 notes"), $2,000,000,000 aggregate principal amount of our 3.800% senior notes due 2025 (the "2025 notes"),
$1,000,000,000 aggregate principal amount of our 4.850% senior notes due 2035 (the "2035 notes") and $2,000,000,000 aggregate principal amount of our 5.000% senior
notes due 2045 (the "2045 notes" and, together with the 2020 notes, the 2022 notes, the 2025 notes and the 2035 notes, the "notes").
The 2020 notes will mature on November 15, 2020, the 2022 notes will mature on November 15, 2022, the 2025 notes will mature on November 15, 2025, the
2035 notes will mature on November 15, 2035 and the 2045 notes will mature on November 15, 2045. We will pay interest on each series of notes on May 15 and
November 15 of each year, starting on May 15, 2016.
We may redeem some or all of the notes of each series at any time at the redemption prices described in this prospectus supplement under the caption
"Description of Notes--Optional Redemption."
On November 16, 2014, we and Baker Hughes Incorporated ("Baker Hughes") entered into a merger agreement (the "merger agreement") under which,
subject to the conditions set forth in the merger agreement, we will acquire all the outstanding shares of Baker Hughes in a stock and cash transaction. We intend to use
the net proceeds of this offering for general corporate purposes, including to finance a portion of the cash consideration component of our pending acquisition of Baker
Hughes (the "Baker Hughes acquisition") and to pay related fees and expenses. This offering is not contingent on the consummation of the Baker Hughes acquisition.
However, under specified circumstances, if the Baker Hughes acquisition is not consummated we will be required to redeem the 2020 notes and the 2022 notes as
described under "Description of Notes--Special Mandatory Redemption." See also "Use of Proceeds."
The notes will be our senior unsecured obligations and will rank equally with all our other existing and future senior unsecured indebtedness. The notes will
not be guaranteed by any of our subsidiaries.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
Proceeds to
Public
Halliburton
Offering
Underwriting
(Before

Price(1)

Discounts

Expenses)(1)
Per 2020 note

99.795%

0.350%

99.445%
Total
$1,247,437,500

$ 4,375,000
$1,243,062,500
Per 2022 note

99.919%

0.400%

99.519%
Total
$1,248,987,500

$ 5,000,000
$1,243,987,500
Per 2025 note

99.719%

0.450%

99.269%
Total
$1,994,380,000

$ 9,000,000
$1,985,380,000
Per 2035 note

99.974%

0.750%

99.224%
Total
$ 999,740,000

$ 7,500,000
$ 992,240,000
Per 2045 note

99.969%

0.875%

99.094%
Total
$1,999,380,000

$ 17,500,000
$1,981,880,000
Total
$7,489,925,000

$ 43,375,000
$7,446,550,000

(1)
Plus accrued interest from November 13, 2015 if settlement occurs after that date.
The underwriters expect to deliver the notes, in registered book-entry form only, through the facilities of The Depository Trust Company and its direct and
indirect participants, including Euroclear and Clearstream, Luxembourg on or about November 13, 2015.

Joint Book-Running Managers

BofA Merrill Lynch
Citigroup

Credit Suisse

Mizuho Securities
Deutsche Bank Securities

HSBC
Senior Co-Managers

Barclays

DNB Markets

J.P. Morgan
MUFG

US Bancorp

Wells Fargo Securities
Co Managers

Scotiabank

SMBC Nikko

Standard Chartered Bank
BBVA

Lloyds Securities
November 5, 2015
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus issued by us. This prospectus supplement may be used only for the
purpose for which it has been prepared. No one is authorized to give information other than that contained in this prospectus supplement,
the accompanying prospectus, the documents incorporated by reference or referred to in this prospectus supplement or the accompanying
prospectus which are made available to the public and in any related free writing prospectus issued by us. We have not, and the
underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or any
document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since the relevant date. Neither this prospectus supplement nor the
accompanying prospectus constitutes an offer or an invitation on our behalf or on behalf of the underwriters to subscribe for or purchase
any of the securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an
offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

ii
Incorporation of Certain Information By Reference

ii
Forward-Looking Information

iii
http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
Summary
S-1
Risk Factors
S-9
Description of the Baker Hughes Acquisition
S-18
Use of Proceeds
S-20
Capitalization
S-21
Unaudited Pro Forma Condensed Combined Financial Statements
S-23
Description of Notes
S-34
Description of Other Indebtedness
S-44
Certain U.S. Federal Tax Considerations for Non-U.S. Holders
S-45
Underwriting
S-49
Legal Matters
S-55
Experts
S-55
Prospectus

Page
About This Prospectus

1
Halliburton Company

1
Where You Can Find More Information

1
Forward-Looking Information

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of the Debt Securities

4
Plan of Distribution

13
Legal Matters

15
Experts

15

i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering and the notes
and matters relating to us. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this
offering. You should read both this prospectus supplement and the accompanying prospectus, together with the documents identified under the
heading "Incorporation of Certain Information by Reference" below.
If the description of this offering and the notes varies between this prospectus supplement and the accompanying prospectus, you should
rely on the information in this prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to incorporate by reference certain information filed with the SEC,
which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference
is an important part of this prospectus supplement, and later information that Halliburton files with the SEC will automatically update and
supersede the information in this prospectus supplement. We incorporate by reference the documents listed below (and any amendments to these
documents) that have been previously filed with the SEC and any future filings Halliburton makes with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the termination of this offering. We are not, however,
incorporating by reference any future filings or any documents or portions thereof contained in future filings that are not deemed "filed" with the
SEC.

· Halliburton's Annual Report on Form 10-K for the year ended December 31, 2014;

· Halliburton's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015;

· Halliburton's Current Reports on Form 8-K filed with the SEC on March 3, 2015, March 6, 2015, March 19, 2015, March 27,

2015, May 22, 2015, September 23, 2015 and October 27, 2015 (dated October 26, 2015);
http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5

· Baker Hughes's Annual Report on Form 10-K for the year ended December 31, 2014; and

· Baker Hughes's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015.
Each person, including any beneficial owner, to whom a copy of this prospectus supplement has been delivered, may obtain copies of the
documents we incorporate by reference by contacting us at the address indicated below or by contacting the SEC as described in the accompanying
prospectus under "Where You Can Find More Information." We will provide without charge upon written or oral request, a copy of any and all of
the documents that have been or may be incorporated by reference, except that exhibits to such documents will not be provided unless they are
specifically incorporated by reference into such documents. Requests for copies of these documents should be directed to:
Halliburton Company
Investor Relations
3000 North Sam Houston Parkway East
Houston, Texas 77032
Telephone: (281) 871-2688

ii
Table of Contents
FORWARD-LOOKING INFORMATION
This prospectus supplement, including the information we incorporate by reference, includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Forward-looking
information is based on projections and estimates, not historical information. You can identify our forward-looking statements by the use of words
like "may," "may not," "believes," "do not believe," "plans," "estimates," "intends," "expects," "do not expect," "anticipates," "do not anticipate,"
"should," "likely," and other similar expressions that convey the uncertainty of future events or outcomes.
When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained
in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference.
Forward-looking information involves risk and uncertainties and reflects our best judgment based on current information. Our forward-
looking statements are not guarantees of future performance, and we caution you not to rely unduly on them. We have based many of these
forward-looking statements on expectations and assumptions about future events that may prove to be inaccurate. While our management
considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive,
regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. In
addition, other known or unknown risks and factors may affect the accuracy of our forward-looking information, including the timing to
consummate the Baker Hughes acquisition; the terms and timing of divestitures undertaken to obtain required regulatory approvals; that conditions
to closing of the Baker Hughes acquisition may not be satisfied or the closing of the Baker Hughes acquisition may otherwise not occur; that a
regulatory approval that may be required for the Baker Hughes acquisition is not obtained or is obtained subject to conditions that are not
anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations
of Halliburton and Baker Hughes and the ultimate outcome of Halliburton's operating efficiencies applied to Baker Hughes's products and
services; the effects of the business combination of Halliburton and Baker Hughes, including the combined company's future financial condition,
results of operations, strategy and plans; expected synergies and other benefits from the Baker Hughes acquisition and the ability of Halliburton to
realize such synergies and other benefits; with respect to the Macondo well incident, final court approval of, and the satisfaction of the conditions
in, Halliburton's September 2014 settlement, including the results of any appeals of rulings in the multi-district litigation; indemnification and
insurance matters; with respect to repurchases of Halliburton common stock, the continuation or suspension of the repurchase program, the amount,
the timing and the trading prices of Halliburton common stock, and the availability and alternative uses of cash; changes in the demand for or price
of oil and/or natural gas can be significantly impacted by weakness in the worldwide economy; consequences of audits and investigations by
domestic and foreign government agencies and legislative bodies and related publicity and potential adverse proceedings by such agencies;
protection of intellectual property rights and against cyber-attacks; compliance with environmental laws; changes in government regulations and
regulatory requirements, particularly those related to offshore oil and natural gas exploration, radioactive sources, explosives, chemicals, hydraulic
fracturing services and climate-related initiatives; compliance with laws related to income taxes and assumptions regarding the generation of future
taxable income; risks of international operations, including risks relating to unsettled political conditions, war, the effects of terrorism, foreign
exchange rates and controls, international trade and regulatory controls, and doing business with national oil companies; weather-related issues,
including the effects of hurricanes and tropical storms; changes in capital spending by customers; delays or failures by customers to make payments
owed to Halliburton; execution of long-term, fixed-price contracts; structural changes in the oil and natural gas industry; maintaining a highly
http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
skilled workforce; availability and cost of raw materials; and integration and success of acquired businesses and operations of joint ventures. Our
forward-looking statements speak only as of the date of this prospectus supplement or as of the date they are made, and, except as otherwise
required by applicable securities laws, we undertake no obligation to publicly update any of our forward-looking statements regardless of whether
factors change as a result of new information, future events or for any other reason.

iii
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement and the accompanying prospectus, but does not
contain all information that may be important to you. This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference include descriptions of specific terms of the notes and this offering, information about our and Baker Hughes
Incorporated's ("Baker Hughes") business and financial data. We encourage you to read this prospectus supplement and the accompanying
prospectus, together with the documents incorporated by reference, in their entirety before making an investment decision.
In this prospectus supplement, we refer to Halliburton Company, together with its wholly owned and majority owned subsidiaries
and its ownership interests in equity affiliates, as "Halliburton," "we," or "us," unless we specifically state otherwise or the context indicates
otherwise.
About Halliburton Company
Halliburton Company is one of the world's largest diversified energy services companies. We are a leading provider of services and
products to the energy industry related to the exploration, development and production of oil and natural gas. We serve major, national and
independent oil and natural gas companies throughout the world and operate under two divisions, which form the basis for the two operating
segments we report, the Completion and Production segment and the Drilling and Evaluation segment. We conduct business worldwide in
approximately 80 countries. The business operations of our divisions are organized around four primary geographic regions: North America,
Latin America, Europe/Africa/CIS, and Middle East/Asia.
We are a Delaware corporation. The address of our principal executive offices and our telephone number at that location is:
Halliburton Company
3000 North Sam Houston Parkway East
Houston, Texas 77032
(281) 871-2699
Our internet web site address is www.halliburton.com. Except for the documents expressly referenced above under "Incorporation of
Certain Information by Reference" that are also posted on our web site, information contained on or accessible from our web site or any other
web site is not incorporated into this prospectus supplement and does not constitute a part of this prospectus supplement.
Pending Acquisition of Baker Hughes
On November 16, 2014, we and Baker Hughes entered into a merger agreement (the "merger agreement") under which, subject to
the conditions set forth in the merger agreement, we will acquire all the outstanding shares of Baker Hughes in a stock and cash transaction
(the "Baker Hughes acquisition"). We believe the Baker Hughes acquisition will create a leading global oilfield services company and
combine the companies' product and service capabilities to deliver exceptional depth and breadth of products and services to our customers.
We continue to target a 2015 closing, but the closing date could move into 2016, which is allowed under the merger agreement. For more
information, see "Description of the Baker Hughes Acquisition."
About Baker Hughes Incorporated
Baker Hughes is a leading supplier of oilfield services, products, technology and systems to the worldwide oil and natural gas
industry. Baker Hughes also provides industrial products and services to the

http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
S-1
Table of Contents
downstream chemicals, and process and pipeline industries. Baker Hughes was formed as a corporation in April 1987 in connection with the
combination of Baker International Corporation and Hughes Tool Company. Baker Hughes conducts its operations through subsidiaries,
affiliates, ventures and alliances. Baker Hughes manages its oilfield operations through four geographic segments: North America, Latin
America, Europe/Africa/Russian Caspian and Middle East/Asia Pacific. Baker Hughes operates in more than 80 countries around the world
and its corporate headquarters is in Houston, Texas. As of September 30, 2015, Baker Hughes had approximately 46,000 employees.
Baker Hughes offers a full suite of products and services to its customers around the world. Baker Hughes's oilfield products and
services fall into one of two categories, Drilling and Evaluation or Completion and Production. This classification is based on two major
phases of constructing an oil and/or natural gas well, the drilling phase and the completion phase, and how Baker Hughes's products and
services are utilized for each phase.
Baker Hughes also provides dedicated project solutions to its customers through its Integrated Operations group. Integrated
Operations is focused on the execution of projects that have one or more of the following attributes: project management, well site supervision,
well construction, intervention, third party contract management, procurement and rig management. Contracts for this business unit tend to be
longer in duration, often spanning multiple years, and may include significant third party components to supplement the core products and
services provided by Baker Hughes. By partnering with Integrated Operations, Baker Hughes's customers have access to a comprehensive
business solution that leverages Baker Hughes's technical expertise, relationships with third party and rig providers and Baker Hughes's
industry leading technologies.
Baker Hughes's Industrial Services segment consists primarily of its downstream chemicals, and process and pipeline services
businesses. Downstream chemicals provides products and services that help to increase refinery production, as well as improve plant safety
and equipment reliability. Process and pipeline services works to improve efficiency and reduce downtime with inspection, pre-commissioning
and commissioning of new and existing pipeline systems and process plants.

S-2
Table of Contents
Selected Historical Consolidated Financial Data of Halliburton
The selected historical consolidated financial data of Halliburton for each of the years ended December 31, 2014, 2013 and 2012,
and as of December 31, 2014 and 2013 have been derived from Halliburton's audited consolidated financial statements and related notes
contained in its Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference in this prospectus
supplement. The selected historical consolidated financial data for the years ended December 31, 2011 and 2010 and as of December 31, 2012,
2011, and 2010 have been derived from Halliburton's audited consolidated financial statements, which have not been incorporated by
reference in this prospectus supplement. The selected historical consolidated financial data of Halliburton for the nine months ended
September 30, 2015 and 2014 and as of September 30, 2015 have been derived from Halliburton's unaudited condensed consolidated financial
statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which is
incorporated by reference in this prospectus supplement. The information set forth below is only a summary and is not necessarily indicative
of the results of future operations of Halliburton on a standalone basis or Halliburton and Baker Hughes on a combined basis following
completion of the Baker Hughes acquisition, and you should read the following information together with Halliburton's audited consolidated
financial statements, the related notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in Halliburton's Annual Report on Form 10-K for the year ended December 31, 2014, and Halliburton's unaudited
condensed consolidated financial statements, the related notes and the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in Halliburton's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2015, which are incorporated by reference in this prospectus supplement. For more information, see "Incorporation of Certain Information By
Reference" in this prospectus supplement.

http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
Nine Months
Ended
Year Ended

September 30,

December 31,

Millions of dollars

2015
2014
2014
2013
2012
2011
2010
Total revenue
$18,551 $24,100 $32,870 $29,402 $28,503 $24,829 $17,973

Total operating income (loss)
$
(251) $ 3,798 $ 5,097 $ 3,138 $ 4,159 $ 4,737 $ 3,009

Income (loss) from continuing operations before
income taxes

(843) 3,472 4,712 2,764 3,822 4,449 2,655
Income tax benefit (provision)

207
(939) (1,275)
(648) (1,235) (1,439)
(853)

Income (loss) from continuing operations
$
(636) $ 2,533 $ 3,437 $ 2,116 $ 2,587 $ 3,010 $ 1,802

Income (loss) from discontinued operations, net

(5)
63
64
19
58
(166)
40

Net income (loss)
$
(641) $ 2,596 $ 3,501 $ 2,135 $ 2,645 $ 2,844 $ 1,842

Noncontrolling interest in net income of subsidiaries

(2)
3
(1)
(10)
(10)
(5)
(7)

Net income (loss) attributable to company
$
(643) $ 2,599 $ 3,500 $ 2,125 $ 2,635 $ 2,839 $ 1,835

Financial position:

Total assets
$30,248
$32,240 $29,223 $27,410 $23,677 $18,297
Long-term debt
7,243
7,840 7,816 4,820 4,820 3,824
Total shareholders' equity
$15,480
$16,298 $13,615 $15,790 $13,216 $10,387

S-3
Table of Contents
Selected Historical Consolidated Financial Data of Baker Hughes
The selected historical consolidated financial data of Baker Hughes for each of the years ended December 31, 2014, 2013 and 2012,
and as of December 31, 2014 and 2013 have been derived from Baker Hughes's audited consolidated financial statements and related notes
contained in its Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference in this prospectus
supplement. The selected historical consolidated financial data for the years ended December 31, 2011 and 2010 and as of December 31, 2012,
2011 and 2010 have been derived from Baker Hughes's audited consolidated financial statements, which have not been incorporated by
reference in this prospectus supplement. The selected historical consolidated financial data of Baker Hughes for the nine months ended
September 30, 2015 and 2014 and as of September 30, 2015 have been derived from Baker Hughes's unaudited condensed consolidated
financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015,
which is incorporated by reference in this prospectus supplement. The information set forth below is only a summary and is not necessarily
indicative of the results of future operations of Baker Hughes on a standalone basis or Baker Hughes and Halliburton on a consolidated basis
following completion of the Baker Hughes acquisition, and you should read the following information together with Baker Hughes's audited
consolidated financial statements, the related notes and the section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Baker Hughes's Annual Report on Form 10-K for the year ended December 31, 2014, and Baker Hughes's
unaudited consolidated condensed financial statements, the related notes and the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in Baker Hughes's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2015, which are incorporated by reference in this prospectus supplement. For more information, see "Incorporation of Certain
Information By Reference" in this prospectus supplement.

Nine Months
Ended
Year Ended

September 30,

December 31,

In millions

2015
2014
2014
2013
2012
2011
2010
Revenue
$12,348 $17,916 $24,551 $22,364 $21,361 $19,831 $14,414

Operating income (loss)
(1,019) 1,844 2,859 1,949 2,192 2,600 1,417
Non-operating expense, net

(162)
(175)
(232)
(234)
(210)
(261)
(135)

Income (loss) before income taxes
(1,181) 1,669 2,627 1,715 1,982 2,339 1,282
Income taxes

242
(605)
(896)
(612)
(665)
(596)
(463)

Net income (loss)

(939) 1,064 1,731 1,103 1,317 1,743
819
Net income (loss) attributable to noncontrolling interests
3
(8)
(12)
(7)
(6)
(4)
(7)

http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
Net income (loss) attributable to Baker Hughes
$
(936) $ 1,056 $ 1,719 $ 1,096 $ 1,311 $ 1,739 $
812

Balance Sheet Data:

Total assets
$25,416
$28,827 $27,934 $26,689 $24,847 $22,986
Long-term debt
3,896
3,913 3,882 3,837 3,845 3,554
Total equity
$17,505
$18,730 $17,912 $17,268 $15,964 $14,286

S-4
Table of Contents
Selected Unaudited Pro Forma Condensed Combined Financial Information
The following selected unaudited pro forma condensed combined statement of operations information of Halliburton for the nine
months ended September 30, 2015 and the year ended December 31, 2014, is based upon the historical financial statements of Halliburton and
Baker Hughes and has been prepared to give effect to the Baker Hughes acquisition as if the acquisition had been completed on January 1,
2014. The unaudited pro forma condensed combined balance sheet information of Halliburton as of September 30, 2015 is based upon the
historical financial statements of Halliburton and Baker Hughes and has been prepared to give effect to the Baker Hughes acquisition as if the
acquisition had been completed on September 30, 2015.
The following selected unaudited pro forma condensed combined financial information is for illustrative and informational purposes
only and is not necessarily indicative of the results that might have occurred had the Baker Hughes acquisition taken place on January 1, 2014
for statements of operations purposes, and on September 30, 2015 for balance sheet purposes, and is not intended to be a projection of future
results. Future results may vary significantly from the results reflected because of various factors, including those discussed in Part I, Item 1(a)
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, Part I, Item 1(a) "Risk Factors" in Baker
Hughes's Annual Report on Form 10-K for the year ended December 31, 2014, Part II, Item 1(a) "Risk Factors" of Baker Hughes's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 and the section entitled "Risk Factors"
beginning on page S-12. The following selected unaudited pro forma condensed combined financial information does not reflect any cost
savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Baker Hughes acquisition,
the total expected costs to integrate the operations of Halliburton and Baker Hughes, or the total expected costs necessary to achieve such cost
savings, operating synergies and revenue enhancements. In addition, the unaudited pro forma condensed combined financial information does
not reflect the effect of any divestitures that may be required in connection with the Baker Hughes acquisition, including the divestitures
announced in April 2015 and September 2015. See "Risk Factors--Risks Relating to the Baker Hughes Acquisition--The unaudited pro
forma combined financial information included in this prospectus supplement is presented for illustrative purposes only and does not represent
the actual financial position or results of operations of the combined company following the Baker Hughes acquisition. Specifically, the
unaudited pro forma combined financial information does not reflect the effect of any divestitures that may be required in connection with the
Baker Hughes acquisition."
The following selected unaudited pro forma condensed combined financial information should be read in conjunction with the
section entitled "Unaudited Pro Forma Condensed Combined Financial Information" and related notes included elsewhere in this prospectus
supplement.

Nine Months
Ended
Year Ended
September 30,
December 31,

2015

2014

(In millions except per share data)

Pro Forma Condensed Combined Statement of Operations Information:

Total revenue

$
30,834
$
57,340
Operating income (loss)

(1,173)

7,579
Income (loss) from continuing operations attributable to company

(1,508)

4,711
Diluted income (loss) from continuing operations per share attributable to
company shareholders

$
(1.12)
$
3.50

http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5

S-5
Table of Contents
As of
September 30,

2015

(In millions)
Pro Forma Condensed Combined Balance Sheet Information:

Total assets

$
67,514
Long-term debt

19,866
Total liabilities

33,407
Total shareholders' equity

34,107

S-6
Table of Contents
Summary of the Offering

Issuer
Halliburton Company

Notes Offered
$1,250,000,000 aggregate principal amount of 2.700% senior notes due 2020.

$1,250,000,000 aggregate principal amount of 3.375% senior notes due 2022.

$2,000,000,000 aggregate principal amount of 3.800% senior notes due 2025.

$1,000,000,000 aggregate principal amount of 4.850% senior notes due 2035.

$2,000,000,000 aggregate principal amount of 5.000% senior notes due 2045.

Maturity Date
Unless earlier redeemed by us:

November 15, 2020, for the 2020 notes.

November 15, 2022, for the 2022 notes.

November 15, 2025, for the 2025 notes.

November 15, 2035, for the 2035 notes.

November 15, 2045, for the 2045 notes.

Interest and Interest Payment Dates
The notes will bear interest from November 13, 2015.

The 2020 notes will bear interest at the rate of 2.700% per annum.

The 2022 notes will bear interest at the rate of 3.375% per annum.

The 2025 notes will bear interest at the rate of 3.800% per annum.

The 2035 notes will bear interest at the rate of 4.850% per annum.

The 2045 notes will bear interest at the rate of 5.000% per annum.

Interest on each series of notes will be payable semi-annually in arrears on May 15 and

November 15 of each year, beginning May 15, 2016.

Special Mandatory Redemption
If we do not consummate the Baker Hughes acquisition on or prior to November 13,
http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

424B5
2016 or, if prior to such date, the merger agreement is terminated for any reason, then,
in either case, we must redeem each series of notes except for the 2025 notes, the 2035
notes and the 2045 notes, at a redemption price equal to 101% of the principal amount of
the notes being redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. See "Description of Notes--Special Mandatory Redemption."

Optional Redemption
We may redeem some or all of each series of the notes at any time at the redemption
prices described under "Description of Notes--Optional Redemption."

Covenants
We will issue the notes under an indenture that contains covenants for your benefit.
These covenants restrict (i) our and certain of our subsidiaries' ability to incur
indebtedness secured by mortgages and other liens or by a pledge, lien or other security
interest on shares of stock or indebtedness of such subsidiaries under specified
circumstances without equally and ratably securing the notes, (ii) our and certain of our
subsidiaries' ability to enter into sale and leaseback transactions and (iii) our ability to
consolidate or merge with or into

S-7
Table of Contents
or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our assets

to any person.

No Subsidiary Guarantees
The notes will not be guaranteed by any of our subsidiaries. As a result, the notes will
be structurally subordinated to all existing and future indebtedness and other liabilities
of our subsidiaries, which are significant. See "Ranking" below.

Ranking
The notes are our general, senior unsecured indebtedness and rank equally with all of
our existing and future senior unsecured indebtedness. The notes will effectively rank
junior to any future secured indebtedness, to the extent of the value of the collateral
securing such indebtedness, unless and to the extent the notes are entitled to be equally
and ratably secured. As of September 30, 2015, we had an aggregate of approximately
$7.9 billion of consolidated long-term debt, including current maturities, of which an
immaterial amount was secured. On a pro forma basis giving effect to the Baker Hughes
acquisition, and not including the notes offered hereby or any other debt incurred to
finance the Baker Hughes acquisition, as of September 30, 2015, we would have had an
aggregate of approximately $12.1 billion of consolidated long-term debt, including
current maturities, of which an immaterial amount would have been secured. In addition,
the notes will be structurally subordinated to the existing and future indebtedness and
other liabilities of our subsidiaries. Excluding intercompany liabilities, as of September
30, 2015, our subsidiaries had approximately $76 million of indebtedness and
approximately $4.8 billion of other liabilities and, on a pro forma basis giving effect to
the Baker Hughes acquisition but not any debt incurred in connection with the financing
thereof, our subsidiaries would have had approximately $4.3 billion of indebtedness and
approximately $8.7 billion of other liabilities, which other liabilities in each case include
primarily trade payables and accrued compensation.

Form and Denomination
Each series of notes will be represented by global notes in fully registered form, without
coupons, deposited with a custodian for, and registered in the name of a nominee of,
The Depository Trust Company ("DTC"). Beneficial interests in a global note will be
shown on, and transfers of the global notes will be effected only through, records
maintained by DTC and its participants, including Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
http://www.sec.gov/Archives/edgar/data/45012/000119312515370278/d25666d424b5.htm[11/6/2015 5:12:49 PM]

Document Outline

#1">
- #1">