Capital One Securities

9

th

Annual Energy Conference

Mark McCollum

EVP & Chief Financial Officer

December 10, 2014

Filing

pursuant

to

Rule

425

under

the

Securities

Act

of

1933,

as

amended

Deemed

filed

under

Rule

14a-12

under

the

Securities

Exchange

Act

of

1934,

as

amended

Filer:

Halliburton

Company

Subject

Company:

Baker

Hughes

Incorporated

Commission

File

No.:

001-09397

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

2

The

statements

in

this

presentation

that

are

not

historical

statements,

including

statements

regarding

the

integration

of

Halliburton

and

Baker

Hughes,

the

strength

of

the

combined

company

(including

expected

synergies

and

the

costs

and

timing

to

obtain

them),

expectations

regarding

the

accretiveness

of

the

acquisition,

capabilities

and

advantages

of

the

combined

company,

whether

the

transaction

will

close

and

the

expected

timing

thereof,

whether

all

required

regulatory

clearances

and

approvals

will

be

obtained,

projected

capital

structure,

expected

fourth

quarter

2014

operational

results

and

restructuring

charges

are

forward-looking

statements

within

the

meaning

of

the

federal

securities

laws.

These

statements

are

subject

to

numerous

risks

and

uncertainties,

many

of

which

are

beyond

the

company's

control,

which

could

cause

actual

results

to

differ

materially

from

the

results

expressed

or

implied

by

the

statements.

These

risks

and

uncertainties

include,

but

are

not

limited

to:

failure

to

obtain

the

required

votes

of

Halliburton’s

or

Baker

Hughes’

stockholders;

the

timing

to

consummate

the

proposed

transaction;

the

conditions

to

closing

of

the

proposed

transaction

may

not

be

satisfied

or

the

closing

of

the

proposed

transaction

otherwise

does

not

occur;

the

risk

a

regulatory

approval

that

may

be

required

for

the

proposed

transaction

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’

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

proposed

transaction

and

the

ability

of

Halliburton

to

realize

such

synergies

and

other

benefits;

expectations

regarding

regulatory

approval

of

the

transaction;

results

of

litigation,

settlements,

and

investigations;

and

other

risks

and

uncertainties

described

in

Halliburton’s

Form

10-K

for

the

year

ended

December

31,

2013,

Form

10-Q

for

the

quarter

ended

September

30,

2014,

recent

Current

Reports

on

Form

8-K,

and

other

Securities

and

Exchange

Commission

filings.

These

filings

also

discuss

some

of

the

important

risk

factors

identified

that

may

affect

Halliburton's

business,

results

of

operations,

and

financial

condition.

Halliburton

undertakes

no

obligation

to

revise

or

update

publicly

any

forward-

looking

statements

for

any

reason.

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

3

This

communication

does

not

constitute

an

offer

to

buy

or

sell

or

the

solicitation

of

an

offer

to

buy

or

sell

any

securities

or

a

solicitation

of

any

vote

or

approval.

This

communication

relates

to

a

proposed

business

combination

between

Halliburton

and

Baker

Hughes.

In

connection

with

this

proposed

business

combination,

Halliburton

and/or

Baker

Hughes

may

file

one

or

more

proxy

statements,

registration

statements,

proxy

statement/prospectus

or

other

documents

with

the

SEC.

This

communication

is

not

a

substitute

for

any

proxy

statement,

registration

statement,

proxy

statement/prospectus

or

other

document

Halliburton

and/or

Baker

Hughes

may

file

with

the

SEC

in

connection

with

the

proposed

transaction.

INVESTORS

AND

SECURITY

HOLDERS

OF

HALLIBURTON

AND

BAKER

HUGHES

ARE

URGED

TO

READ

THE

PROXY

STATEMENT(S),

REGISTRATION

STATEMENT(S),

PROXY

STATEMENT/PROSPECTUS

AND

OTHER

DOCUMENTS

THAT

MAY

BE

FILED

WITH

THE

SEC

CAREFULLY

AND

IN

THEIR

ENTIRETY

IF

AND

WHEN

THEY

BECOME

AVAILABLE

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION.

Any

definitive

proxy

statement(s)

(if

and

when

available)

will

be

mailed

to

stockholders

of

Halliburton

and/or

Baker

Hughes,

as

applicable.

Investors

and

security

holders

will

be

able

to

obtain

free

copies

of

these

documents

(if

and

when

available)

and

other

documents

filed

with

the

SEC

by

Halliburton

and/or

Baker

Hughes

through

the

website

maintained

by

the

SEC

at

http://www.sec.gov.

Copies

of

the

documents

filed

with

the

SEC

by

Halliburton

will

be

available

free

of

charge

on

Halliburton’s

internet

website

at

http://www.halliburton.com

or

by

contacting

Halliburton’s

Investor

Relations

Department

by

email

at

investors@Halliburton.com

or

by

phone

at

+1-281-871-2688.

Copies

of

the

documents

filed

with

the

SEC

by

Baker

Hughes

will

be

available

free

of

charge

on

Baker

Hughes’

internet

website

at

http://www.bakerhughes.com

or

by

contacting

Baker

Hughes’

Investor

Relations

Department

by

email

at

trey.clark@bakerhughes.com

or

alondra.oteyza@bakerhughes.com

or

by

phone

at

+1-713-439-8039

or

+1-713-439-8822.

Halliburton,

Baker

Hughes,

their

respective

directors

and

certain

of

their

respective

executive

officers

may

be

considered

participants

in

the

solicitation

of

proxies

in

connection

with

the

proposed

transaction.

Information

about

the

directors

and

executive

officers

of

Halliburton

is

set

forth

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2013,

which

was

filed

with

the

SEC

on

February

7,

2014,

its

proxy

statement

for

its

2014

annual

meeting

of

stockholders,

which

was

filed

with

the

SEC

on

April

8,

2014,

its

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

September

30,

2014,

which

was

filed

with

the

SEC

on

October

24,

2014

and

its

Current

Reports

on

Form

8-K

filed

with

the

SEC

on

July

21,

2014

and

December

9,

2014.

Information

about

the

directors

and

executive

officers

of

Baker

Hughes

is

set

forth

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2013,

which

was

filed

with

the

SEC

on

February

12,

2014,

its

proxy

statement

for

its

2014

annual

meeting

of

stockholders,

which

was

filed

with

the

SEC

on

March

5,

2014,

its

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

September

30,

2014,

which

was

filed

with

the

SEC

on

October

21,

2014,

and

its

Current

Reports

on

Form

8-K

filed

with

the

SEC

on

June

10,

2014

and

September

10,

2014.

These

documents

can

be

obtained

free

of

charge

from

the

sources

indicated

above.

Additional

information

regarding

the

participants

in

the

proxy

solicitations

and

a

description

of

their

direct

and

indirect

interests,

by

security

holdings

or

otherwise,

will

be

contained

in

the

proxy

statement/prospectus

and

other

relevant

materials

to

be

filed

with

the

SEC

when

they

become

available.

Participants in Solicitation

Additional information

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

4

Combined

company

should

be

rewarded

with

a

higher

trading

multiple

than

either

HAL

or

BHI

enjoys

today

A Stronger and More Diverse Organization

Targeting Nearly $2 billion of Annual Cost Synergies

Accretive Metrics

Cash Flow by end of Year One After Close

Earnings per Share by end of Year Two After Close

Pro forma capital structure maintains strong investment grade ratings and

provides substantial flexibility

Committed to Efficiency and Returns

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

5

Expanded Platform

for Superior

Growth, Margins &

Returns

Comprehensive

Mature Fields

Capabilities

Best-in-Class

Unconventional

Solutions

Robust

Deep Water

Technology

Portfolio

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

6

R&D

Optimization

Administration/

Organizational

Efficiencies

Real Estate

North American

Operational

Efficiencies

International

Operational

Efficiencies

Corporate

Nearly $2 billion of annual cost synergies

“Best Athlete”

Leadership

Asset Utilization

Working Capital

Underserved Markets

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

7

Prior to Close

Initiated Regulatory Reviews

Announced Integration Leadership

Established Integration Teams

After Close

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

8

Today

Complete Regulatory Reviews

“Day 2”

Architecture

Integration/Synergy Planning

After Close

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

9

Today

Prior to Close

Execute on Integration/ Synergies

Recapitalization

Drive Shareholder Returns

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

10

Short-Term Adjustments

Maintaining Long-Term

Flexibility

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

Integration Planning Underway

Maintaining Flexibility

Focused on Returns

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

Capital One Securities

9

th

Annual Energy Conference

Mark McCollum

EVP & Chief Financial Officer

December 10, 2014