Obbligazione Halliburton Corp 2.92% ( US406216BL45 ) in USD

Emittente Halliburton Corp
Prezzo di mercato refresh price now   95.46 USD  ▲ 
Paese  Stati Uniti
Codice isin  US406216BL45 ( in USD )
Tasso d'interesse 2.92% per anno ( pagato 2 volte l'anno)
Scadenza 28/02/2030



Prospetto opuscolo dell'obbligazione Halliburton Co US406216BL45 en USD 2.92%, scadenza 28/02/2030


Importo minimo 2 000 USD
Importo totale 1 000 000 000 USD
Cusip 406216BL4
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Coupon successivo 01/09/2026 ( In 150 giorni )
Descrizione dettagliata Halliburton Co. è una multinazionale statunitense che fornisce servizi e tecnologie all'industria petrolifera e del gas naturale.

The Obbligazione issued by Halliburton Corp ( United States ) , in USD, with the ISIN code US406216BL45, pays a coupon of 2.92% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/02/2030

The Obbligazione issued by Halliburton Corp ( United States ) , in USD, with the ISIN code US406216BL45, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Halliburton Corp ( United States ) , in USD, with the ISIN code US406216BL45, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B5
424B5 1 d890083d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236378
CALCULATION OF REGISTRATION FEE


Amount
Maximum
Title of Each Class of
to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price

Registration Fee(1)
2.920% Senior Notes due 2030

$1,000,000,000

99.974%

$999,740,000

$129,766.25


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. This "Calculation of Registration Fee" table shall be deemed to
update the "Calculation of Registration Fee" table in our Registration Statement on Form S-3 (File No. 333-236378).
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated February 11, 2020)


Halliburton Company
$1,000,000,000 2.920% Senior Notes due 2030


We are offering $1,000,000,000 aggregate principal amount of our 2.920% senior notes due 2030 (the "notes"). The notes will mature on March 1,
2030. We will pay interest on the notes on March 1 and September 1 of each year, beginning on September 1, 2020.
We may redeem some or all of the notes at any time at the redemption prices described in this prospectus supplement under the caption "Description
of Notes--Optional Redemption."
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-5 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.





Per Note

Total

Public offering price(1)

99.974%
$999,740,000
Underwriting discount

0.450%
$
4,500,000
Proceeds, before expenses, to us

99.524%
$995,240,000

(1)
Plus accrued interest from March 3, 2020 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 or indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 3, 2020.


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Joint Book-Running Managers

J.P. Morgan

Citigroup

HSBC

Mizuho Securities
BofA Securities

Deutsche Bank Securities

TD Securities

Wells Fargo Securities
Senior Co-Managers

Barclays

Credit Suisse

MUFG
Scotiabank

Standard Chartered Bank

US Bancorp
Co-Managers

Academy Securities

ANZ Securities

BBVA
BNP PARIBAS

Loop Capital Markets

SOCIETE GENERALE
SMBC Nikko

UniCredit Capital Markets

UBS Investment Bank
February 19, 2020

Table of Contents
Neither we nor the underwriters have authorized anyone to provide you with any information other than the information contained in, or
incorporated by reference into, this prospectus supplement, the accompanying base prospectus and any free writing prospectus prepared by or on
behalf of us. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus supplement may be used only for the purpose for which it has been prepared.
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
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
CAPITALIZATION
S-8
DESCRIPTION OF NOTES
S-9
DESCRIPTION OF OTHER INDEBTEDNESS
S-17
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-18
UNDERWRITING
S-23
LEGAL MATTERS
S-28
EXPERTS
S-28
Prospectus



Page
ABOUT THIS PROSPECTUS


1
HALLIBURTON COMPANY


1
WHERE YOU CAN FIND MORE INFORMATION


1
FORWARD-LOOKING INFORMATION


3
USE OF PROCEEDS


3
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DESCRIPTION OF CAPITAL STOCK


4
DESCRIPTION OF THE DEBT SECURITIES


7
DESCRIPTION OF THE DEPOSITARY SHARES

16
DESCRIPTION OF THE WARRANTS

17
DESCRIPTION OF THE SUBSCRIPTION RIGHTS

18
DESCRIPTION OF THE PURCHASE CONTRACTS

19
DESCRIPTION OF THE UNITS

20
PLAN OF DISTRIBUTION

21
LEGAL MATTERS

22
EXPERTS

22

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") (excluding any information furnished under Items 2.02 or 7.01 and exhibits related to such Items in any Current Report on
Form 8-K), 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, 2019;

·
Halliburton's Annual Report on Form 10-K for the year ended December 31, 2018 (solely with respect to the discussion of our financial
condition and results of operations for the year ended December 31, 2017, including the comparative discussion to our year ended

December 31, 2018) included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," which
was incorporated by reference into Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019);

·
Halliburton's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2019 (solely those portions that were incorporated

by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2018); and

·
Halliburton's Current Reports on Form 8-K filed on January 4, 2019, January 15, 2019, January 18, 2019, February 19, 2019, January 28,

2020 and February 3, 2020, and Current Report on Form 8-K/A filed on April 22, 2019.
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 viewing the SEC's website at www.sec.gov. 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
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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. 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 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," "our," "we" or "us," unless we specifically state otherwise or the context indicates
otherwise.
About Halliburton Company
We are one of the world's largest providers of products and services to the energy industry. We help our customers maximize value throughout
the lifecycle of the reservoir--from locating hydrocarbons and managing geological data, to drilling and formation evaluation, well construction and
completion, and optimizing production throughout the life of the asset. We report our results under two segments, the Completion and Production
segment and the Drilling and Evaluation segment. We conduct business worldwide in more than 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 website 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 website, information contained on or accessible from our website or any other website is not incorporated
into this prospectus supplement and does not constitute a part of this prospectus supplement.
Concurrent Tender Offers
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Concurrently with this offering, we are conducting cash tender offers to purchase up to $1,500,000,000 aggregate principal amount (the
"Maximum Tender Offer Amount") (excluding accrued interest and customary fees and expenses) of our 3.25% Senior Notes due 2021 (the "2021
notes"), our 3.50% Senior Notes due 2023 (the "2023 notes") and our 3.80% Senior Notes due 2025 (the "2025 notes" and, together with the 2021
notes and the 2023 notes, the "Tender Offer Notes"), subject to increase or decrease. The tender offers are subject to a $100,000,000 cap with respect
to purchases of the 2021 notes, a $500,000,000 cap with respect to purchases of the 2023 notes and a $1,000,000,000 cap with respect to purchases of
the 2025 notes. Subject to these caps and the Maximum Tender Offer Amount, the aggregate principal amount of a series of Tender Offer Notes that is
purchased in the tender offers will be based on the order of priority assigned to such series of Tender Offer Notes, which is that purchases of the 2023
notes will be purchased before any of the 2025 notes and purchases of the 2025 notes will be purchased before any of the 2021 notes. The tender
offers are being made pursuant to an offer to purchase dated February 19, 2020 (the "Offer to Purchase") and are scheduled to expire on March 17,

S-1
Table of Contents
2020, subject to our right to extend the offers (the "Expiration Date"), and holders who validly tender their Tender Offer Notes prior to the Expiration
Date will receive the consideration set forth in the Offer to Purchase. Holders who validly tender their Tender Offer Notes before the early tender
deadline set forth in the Offer to Purchase (currently 5:00 p.m., New York City time, on March 3, 2020) will also receive the "early tender premium"
set forth in the Offer to Purchase.
Each tender offer may be amended, extended or terminated individually, in each case, subject to applicable law. Further, we may increase or
decrease the Maximum Tender Offer Amount and increase, decrease or eliminate any or all of the tender caps, in each case, subject to applicable law.
The tender offers are being made pursuant to an Offer to Purchase issued in connection with the tender offers, and this prospectus supplement is not
an offer to purchase or a solicitation of an offer to sell any of the Tender Offer Notes. We intend to finance the tender offers with the net proceeds
from this offering and cash on hand. The tender offers are conditioned upon, among other things, the consummation of this offering on terms and
conditions satisfactory to us. This offering is not conditioned upon the completion of the tender offers. There can be no assurance as to the amount of
Tender Offer Notes that will be tendered in the tender offers or that we will consummate the tender offers, which are subject to certain conditions, on
the terms described in this prospectus supplement or at all. Please read "Use of Proceeds" and "Capitalization." To the extent the underwriters or their
affiliates own any of the Tender Offer Notes and we repurchase or repay such notes in the tender offers, they will receive a portion of the net proceeds
of this offering. Certain of the underwriters are also acting as dealer managers with respect to the tender offers. Please read "Underwriting--Other
Relationships."

S-2
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The Offering

Issuer
Halliburton Company.

Notes Offered
$1,000,000,000 aggregate principal amount of 2.920% senior notes due 2030.

Maturity Date
The notes will mature on March 1, 2030, unless redeemed or repurchased prior to such date.

Interest and Interest Payment Dates
The notes will bear interest at a rate of 2.920% per annum, payable semi-annually in arrears
on March 1 and September 1 of each year, beginning on September 1, 2020.

Optional Redemption
We may redeem some or all 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
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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 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 December 31, 2019, we had an aggregate of approximately $10.3 billion of
consolidated long-term debt, including current maturities, of which an immaterial amount
was 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
December 31, 2019, our subsidiaries had approximately $27 million of long-term debt,
including current maturities, and approximately $5.8 billion of other liabilities, consisting
primarily of trade payables, lease liabilities and accrued compensation.

Use of Proceeds
We expect the net proceeds to us from this offering to be approximately $993.3 million, after
deducting the underwriters'

S-3
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discount and our estimated offering expenses. We intend to use the net proceeds from this
offering, together with cash on hand, to finance the tender offers. Please read "--Concurrent
Tender Offers." If the tender offers are not consummated or the net proceeds from this
offering exceed the total consideration payable in the tender offers, we intend to use the
remaining net proceeds from this offering for general corporate purposes, which may include

the repayment or repurchase of other indebtedness. This offering is not conditioned upon the
completion of the tender offers, although the consummation of the tender offers is contingent
upon, among other things, the completion of this offering on terms and conditions
satisfactory to us. Until we apply the net proceeds for the purposes described above, we may
invest them in cash equivalents or short-term investments. Please read "Use of Proceeds."

To the extent the underwriters or their affiliates own any of the Tender Offer Notes and we
repurchase or repay such notes in the tender offers, they will receive a portion of the net

proceeds of this offering. Certain of the underwriters are also acting as dealer managers with
respect to the tender offers. Please read "Underwriting--Other Relationships."

Form and Denomination
The notes will be issued in the form of one or more global notes in fully registered form,
without interest coupons. Upon issuance, each of the global notes will be deposited with the
trustee as custodian for The Depository Trust Company ("DTC") and registered in the name
of Cede & Co., as nominee of 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 or
its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg"). See "Description of Notes--Book-Entry
System."

Trustee
The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase
Bank).

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Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the laws
of the State of New York.

Risk Factors
You should read carefully the information under "Risk Factors" herein and in the documents
incorporated by reference herein for a discussion of factors that you should consider before
deciding to invest in the notes.

S-4
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RISK FACTORS
You should consider carefully and read together the risk factors described below and incorporated by reference into this prospectus supplement,
including the risk factors identified in Part I, Item 1(a) "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2019, in
addition to the other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus before making
an investment in the notes. Due to these risk factors, our business, financial condition or results of operations could be materially and adversely affected.
In that case, the trading price of the notes could decline, and you could lose all or part of your investment.
Risk Relating to the Notes
Our financial condition is dependent on the earnings of our subsidiaries.
We are a holding company, and our assets consist primarily of direct and indirect ownership interests in, and our business is conducted substantially
through, our subsidiaries. We rely primarily on dividends or other distributions from our subsidiaries to meet our obligations for payment of principal and
interest on our outstanding debt obligations and corporate expenses. Consequently, our ability to repay our debt, including the notes, depends on the
earnings of our subsidiaries, as well as our ability to receive funds from our subsidiaries through dividends or other payments or distributions. The ability
of our subsidiaries to pay dividends, repay intercompany debt or make other advances to us is subject to restrictions imposed by applicable laws (including
bankruptcy laws), tax considerations and the terms of agreements governing our subsidiaries. Our foreign subsidiaries in particular may be subject to
currency controls, repatriation restrictions, withholding obligations on payments to us and other limits. If we do not receive such funds from our
subsidiaries, we may be unable to pay interest or principal on the notes when due.
The notes will be effectively junior to all secured indebtedness unless they are entitled to be equally and ratably secured.
The notes are our unsecured obligations and rank equally with all our other unsecured indebtedness. However, the notes will be effectively
subordinated to any of our secured debt to the extent of the value of the collateral securing such debt. The indenture governing the notes permits us to incur
Secured Debt (as defined under "Description of the Debt Securities--Definitions" in the accompanying prospectus) if such Secured Debt together with any
of our other Secured Debt and the aggregate value of certain sale and leaseback transactions does not exceed 5% of our Consolidated Net Tangible Assets
(as defined under "Description of the Debt Securities--Definitions" in the accompanying prospectus) and also permits to exist certain other permitted liens,
mortgages and encumbrances before the notes will be entitled to equal and ratable security. In addition, our outstanding senior notes will, and certain new
issuances may, be entitled to be secured on the same basis as the notes.
In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, any secured debt will be entitled to be paid in full from
the proceeds of the collateral securing such debt before any payment from such proceeds may be made with respect to the notes. Holders of the notes will
participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same ranking as the notes, and potentially with all of our other
general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we may not
have sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness, if
any.
Because we are a holding company, the notes are structurally subordinated to all of the indebtedness of our subsidiaries.
The notes are our general unsecured obligations and are not guaranteed by any of our subsidiaries. We are a legal entity separate and distinct from
our subsidiaries, and holders of the notes will be able to look only to us for

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payments on the notes. In addition, because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon its
liquidation, reorganization or similar event, and the ability of holders of the notes to benefit indirectly from that kind of distribution, is subject to the prior
claims of creditors of that subsidiary, except to the extent that we are recognized as a creditor of that subsidiary. The indenture governing the notes will not
limit the amount of unsecured indebtedness that our subsidiaries may incur and will only have certain limitations on the ability of our subsidiaries to incur
secured indebtedness. See "Description of the Debt Securities" in the accompanying prospectus. All obligations of our subsidiaries will have to be satisfied
before any of the assets of such subsidiaries would be available for distribution, upon a liquidation, reorganization or similar event, to us. Excluding
intercompany liabilities, as of December 31, 2019, our subsidiaries had approximately $27 million of long-term debt, including current maturities, and
approximately $5.8 billion of other liabilities, consisting primarily of trade payables, lease liabilities and accrued compensation. We also have joint ventures
and subsidiaries in which we own less than 100% of the equity so that, in addition to the structurally senior claims of creditors of those entities, the equity
interests of our joint venture partners or other shareholders in any dividend or other distribution made by these entities would need to be satisfied on a
proportionate basis with us. These joint ventures and less than wholly owned subsidiaries may also be subject to restrictions on their ability to distribute
cash to us in their financing or other agreements and, as a result, we may not be able to access their cash flow to service our debt obligations, including in
respect of the notes. Accordingly, the notes are structurally subordinated to all existing and future liabilities of our existing and future subsidiaries.
We may incur additional indebtedness ranking equal to the notes.
The indenture governing the notes will not restrict our ability to incur additional indebtedness. If we incur any additional debt that ranks equally with
the notes, including trade payables, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any
insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of any payments to you.
There is no established trading market for the notes, and there may never be one.
The notes are a new issue of securities for which currently there is no established trading market. We do not currently intend to apply for listing of the
notes on any securities exchange. The liquidity of any market for the notes will depend on the number of holders of the notes, the interest of securities
dealers in making a market in the notes and other factors. Accordingly, we cannot assure you as to the development of liquidity of any market for the notes.
Further, if markets were to develop, the market prices for the notes may be adversely affected by changes in our financial performance, changes in the
overall market for similar securities and performance or prospects for companies in our industry.
Redemption may adversely affect your return on the notes.
The notes are redeemable at any time at our option, and, therefore, we may choose to redeem some or all of the notes, including at times when
prevailing interest rates are relatively low. As a result, you may not be able to reinvest the proceeds you receive from the redemption in a comparable
security at an effective interest rate as high as the interest rate on your notes being redeemed.

S-6
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USE OF PROCEEDS
We estimate that the net proceeds we will receive from the sale of the notes in this offering will be approximately $993.3 million, after deducting the
underwriting discount and our estimated expenses of the offering. We intend to use the net proceeds from this offering, together with cash on hand, to
finance the tender offers, including the payment of accrued and unpaid interest and fees and expenses related to the tender offers. Please read "Summary--
Concurrent Tender Offers." If the tender offers are not consummated or the net proceeds from this offering exceed the total consideration payable in the
tender offers, we intend to use the remaining net proceeds from this offering for general corporate purposes, which may include the repayment or
repurchase of other indebtedness. Pending the application of the net proceeds for these purposes, we may temporarily invest the net proceeds in cash
equivalents or short-term investments. This offering is not contingent on the consummation of the tender offers, although the consummation of the tender
offers is contingent upon, among other things, the completion of this offering on terms and conditions satisfactory to us. There can be no assurance as to the
amount of Tender Offer Notes that will be tendered in the tender offers or that we will consummate any or all of the tender offers, which are subject to
certain conditions, on the terms described in this prospectus supplement or at all.
Certain of the underwriters or their affiliates may be holders of the Tender Offer Notes and, to the extent that we repurchase any such notes held by
them in the tender offers, such underwriters or their affiliates will receive a portion of the proceeds of this offering. Certain of the underwriters are also
acting as dealer managers with respect to the tender offers.

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CAPITALIZATION
The following table sets forth our consolidated cash and equivalents and our capitalization as of December 31, 2019 on:


·
a historical basis; and

·
an as adjusted basis to give effect to (i) the issuance and sale of $1,000,000,000 aggregate principal amount of notes in this offering and

(ii) the use of the net proceeds from this offering, together with cash on hand to finance the tender offers as set forth under "Use of Proceeds."
In addition to the section "Use of Proceeds," you should read the data set forth in the table below in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" incorporated by reference into this prospectus supplement from our Annual Report on Form
10-K for the year ended December 31, 2019.



As of December 31, 2019

As


Historical
Adjusted(a)


(in millions of dollars and shares)

Cash and equivalents

$
2,268
$
1,633








Long-Term Debt:


Total existing senior notes and debentures


10,389

8,889
2.920% senior notes due 2030 offered hereby


--

1,000
Revolving credit facility, maturing in March 2024(b)


--

--
Other


17

17
Unamortized debt issuance costs and discounts


(90)

(76)








Total Long-Term Debt


10,316

9,830
Short-term borrowings and current maturities of long-term debt


11

11








Total Debt


10,327

9,841
Shareholders' Equity:


Common shares, par value $2.50 per share--authorized 2,000 shares, issued 1,068 shares,
historical and as adjusted


2,669

2,669
Paid-in capital in excess of par value


143

143
Accumulated other comprehensive loss


(362)

(362)
Retained earnings


11,989

11,872
Treasury stock, at cost--190 shares


(6,427)

(6,427)








Company shareholders' equity


8,012

7,895
Noncontrolling interest in consolidated subsidiaries


13

13








Total Shareholders' Equity


8,025

7,908








Total Capitalization

$
18,352
$
17,749









(a)
Assumes that $1,500,000,000 aggregate principal amount of the Tender Offer Notes are tendered and accepted for purchase in the tender offers in
accordance with the prioritized acceptance levels and tender caps as described under "Summary--Concurrent Tender Offers" and that each series of
Tender Offer Notes is tendered in the tender offers on or prior to the early tender deadline, based on pricing as of February 18, 2020 and an assumed
purchase date of March 5, 2020. Does not reflect the payment of accrued and unpaid interest paid on such Tender Offer Notes purchased. The final
amounts of Tender Offer Notes tendered and accepted for purchase and the pricing of such purchases may differ from the amounts assumed.
Amounts may vary from amounts set forth in the table above depending on several factors, including whether, and to what extent, Tender Offer
Notes are tendered in the tender offers.
(b)
In March 2019, we entered into a new $3.5 billion five-year revolving credit agreement, as further described under "Description of Other
Indebtedness--Revolving Credit Agreement." The full amount of the revolving credit facility was available as of December 31, 2019.

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DESCRIPTION OF NOTES
The notes will be issued under an indenture dated as of October 17, 2003 between The Bank of New York Mellon Trust Company, N.A. (as
successor to JPMorgan Chase Bank), as trustee (the "Trustee"), and us, as it will be further supplemented by the ninth supplemental indenture establishing
the terms of the notes between Halliburton and the Trustee (collectively, the "indenture"). The terms of the notes include those stated in the indenture and
those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended.
The following description of the notes offered by this prospectus supplement is intended to supplement and, to the extent inconsistent, to replace the
more general terms and provisions of the debt securities described in the accompanying prospectus under "Description of the Debt Securities," to which we
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424B5
refer you. The following description of the notes is only a summary. You should read the indenture and the notes for more details regarding our obligations
and your rights with respect to the notes. You may request copies of those documents in substantially the form in which they have been or will be executed
by writing or telephoning us at the address and telephone number shown under the section "Incorporation of Certain Information by Reference."
The definitions of capitalized terms used in this section without definition are set forth in the accompanying prospectus under the section
"Description of the Debt Securities--Definitions." In this description, the words "Halliburton," "our," "we" or "us" mean only Halliburton Company and
not any of its subsidiaries or other affiliates.
General
The notes will initially be limited to an aggregate principal amount of $1,000,000,000. The notes will mature on March 1, 2030. The notes will be
issued only in registered book-entry form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The indenture will not contain any financial covenants. In addition, we will not be restricted under the indenture from paying dividends, making
investments or issuing or repurchasing our securities. The indenture will not restrict our ability to incur additional indebtedness in the future, other than
certain secured indebtedness as described in "Description of the Debt Securities--Covenants--Restrictions on Secured Debt" in the accompanying
prospectus. We may, without notice to or consent of the holders or beneficial owners of the notes, issue additional notes having the same ranking, interest
rate, maturity and other terms as the notes offered hereby. Any such additional notes may be part of the same series of notes under the indenture as the
notes offered hereby. You will not be afforded protection in the event of a highly leveraged transaction or a change of control of us under the indenture.
Interest
The notes will bear interest from March 3, 2020.
Interest on the notes will accrue at 2.920% per annum. We will pay interest on the notes semi-annually in arrears on March 1 and September 1 of
each year, beginning on September 1, 2020, to the persons in whose names those notes are registered at the close of business on the February 15 and
August 15 preceding the respective interest payment dates. Interest on each note will be computed on the basis of a 360-day year consisting of twelve
30-day months. If any interest payment date falls on a date that is not a business day, the payment will be made on the next business day, and no interest
shall accrue on the amount of interest due on that interest payment date for the period from and after such interest payment date to the next business day.
Ranking
The notes will be our senior unsecured obligations and will rank equally with all our other existing and future unsecured indebtedness.

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We derive substantially all of our operating income from, and hold substantially all of our assets through, our subsidiaries. However, 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. In addition, except as otherwise provided, under "Description of the Debt Securities--Covenants--
Restrictions on Secured Debt" in the accompanying prospectus, the notes will be effectively subordinated to all of our secured indebtedness, to the extent
of the value of our assets securing such indebtedness.
As of December 31, 2019:

·
we had an aggregate of approximately $10.3 billion of consolidated long-term debt, including current maturities, of which an immaterial

amount was secured;


·
our subsidiaries had approximately $27 million of long-term debt, including current maturities;

·
our subsidiaries had approximately $5.8 billion of other liabilities, excluding intercompany liabilities, consisting primarily of trade payables,

lease liabilities and accrued compensation; and


·
our subsidiaries had an immaterial amount of secured indebtedness and no subordinated indebtedness outstanding.
The notes are our exclusive obligation. Our cash flow and our ability to service our indebtedness, including the notes, are dependent upon the
earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiaries to us. Our
subsidiaries are separate and distinct legal entities. Our subsidiaries will not guarantee the notes or have any obligation to pay any amounts due on the notes
or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of
dividends, distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our
subsidiaries will also be contingent upon our subsidiaries' earnings and business considerations. Our right to receive any assets of any subsidiary upon its
liquidation or reorganization, and, therefore, our right to participate in those assets, will be effectively subordinated to the claims of that subsidiary's
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