e425
Filed by Halliburton Company
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Halliburton Company
Commission File No.: 333-141027
The following is the text of the website that is being maintained at http://www.KBRexchange.com in
connection with Halliburtons offer to exchange up to an aggregate of 135,627,000 shares of KBR
common stock which it owns for outstanding shares of Halliburton common stock, as described in more
detail in the ProspectusOffer to Exchange.
www.KBRexchange.com
VWAP
& Calculated Values Last Updated: 3/9/2007 4:30:00 PM New York City time
The Exchange Offer
Halliburton is offering to exchange up to 135,627,000 shares of KBR common stock in the
aggregate for outstanding shares of Halliburton common stock, as described in more detail in the
Prospectus-Offer to Exchange for the exchange offer (the ProspectusOffer to Exchange).
The exchange offer is designed to permit holders of Halliburton common stock to exchange their
shares for shares of KBR common stock at a 7.5% discount to the calculated per-share value of KBR
common stock, subject to a maximum limit of 1.5905 shares of KBR common stock for each share of
Halliburton common stock (the maximum exchange ratio), as described in the
ProspectusOffer to Exchange. Stated another way, for each $1.00 of Halliburton common stock
accepted in the exchange offer, the tendering holder will receive approximately $1.08 of KBR common
stock, based on calculated per-share values, subject to the maximum exchange ratio.
The exchange offer and withdrawal rights will expire at 12:00 midnight, New York City time, on
March 29, 2007, unless the offer is extended or terminated. On the expiration date of the exchange
offer, by 4:30 p.m., New York City time, this website will provide the final calculated per-share
values and the final exchange ratio showing the number of shares of KBR common stock that will be
exchanged for each share of Halliburton common stock accepted in the exchange offer and state
whether the maximum exchange ratio is in effect (which would cause an automatic extension of the
exchange offer until 12:00 midnight, New York City time, of the second following trading day).
The per-share value of Halliburton common stock and the per-share value of KBR common stock to be
used for purposes of calculating the exchange ratio will equal the arithmetic average of the daily
volume-weighted average price (daily VWAP) for Halliburton common stock or KBR common
stock, as applicable, for the last three trading days of the currently anticipated exchange offer
period (the valuation dates). Stated another way, the final calculated per-share value
for each stock will be calculated by adding the daily VWAP of the applicable stock for each of the
valuation dates and then calculating the average by dividing the resulting total by three. The
valuation dates will be March 27, 2007, March 28, 2007 and March 29, 2007, unless the exchange
offer is extended, including if a market disruption event occurs. The valuation dates will not
change, however, if the exchange offer is extended solely as a result of the automatic extension
triggered by the maximum exchange ratio.
Halliburton will announce whether the maximum exchange ratio is in effect at the expiration of the
originally contemplated exchange offer period, through this website and by press release, by 4:30
p.m., New York City time, on the expiration date. If the maximum exchange ratio is in effect at
that time, then the exchange ratio will be fixed at the maximum exchange ratio and the exchange
offer will be extended until 12:00 midnight, New York City time, the second following trading day
to permit stockholders to tender or withdraw their shares of Halliburton common stock during those
days.
If the exchange offer is oversubscribed and Halliburton cannot accept all tenders of Halliburton
common stock at the exchange ratio, then all shares of Halliburton common stock that are validly
tendered will generally be accepted for
exchange on a pro rata basis in proportion to the number of shares tendered. We refer to this as
proration. Stockholders who beneficially own odd-lots (that is, less than 100 shares of
Halliburton common stock) other than through custodial accounts with Computershare or HBOS Employee
Equity Solutions and who validly tender all their shares will not be subject to proration if they
so request. Proration for each tendering stockholder will be based on the number of shares of
Halliburton common stock tendered by that stockholder in the exchange offer, and not on that
stockholders aggregate ownership of Halliburton common stock.
The information on this website is being provided solely in connection with the exchange offer and
should not be used for any other purpose. You should refer to the ProspectusOffer to Exchange for
additional information about the exchange offer. Copies of the ProspectusOffer to Exchange, the
form of letter of transmittal, the form of notice of withdrawal and the form of notice of
guaranteed delivery are available through the links at the top of this page or by clicking on the
terms where they appear on this website underlined and in blue. Further information regarding terms
used on this website that are underlined and in blue is provided in the glossary below, reachable
by clicking on those terms.
Exchange Ratio Calculation Formula
The following formula will be used to calculate the number of shares of KBR common stock that
each tendering stockholder will receive for shares of Halliburton common stock that are validly
tendered and accepted in the exchange offer.
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Number of shares of
KBR common stock
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=
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Number of shares of
Halliburton common
stock validly
tendered and
accepted
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x
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the lesser of:
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1.5905
(the
maximum exchange
ratio)
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or
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100% of the final
calculated per-share value
of Halliburton common stock
divided by
92.5% of the final calculated
per-share value of KBR
common stock |
Table of Historical Indicative Calculated Per-Share Values
This table shows historical daily VWAP and indicative calculated per-share values for shares
of Halliburton common stock and shares of KBR common stock, and the corresponding indicative
exchange ratio. On each date before the first valuation date, the information in the table will be
updated by 4:30 p.m., New York City time. On each of the valuation dates, the intra-day VWAPs,
indicative calculated per-share values and the indicative exchange ratio will be updated at 10:30
a.m., 1:30 p.m. and 4:30 p.m., New York City time. The final exchange ratio will be available by
4:30 p.m., New York City time, on the last valuation date.
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Halliburton Common Stock |
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KBR Common Stock |
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Indicative |
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Indicative |
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Calculated |
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Calculated |
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Per-Share |
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Per-Share |
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Indicative |
Day |
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Date |
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Daily VWAP |
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Value |
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Daily VWAP |
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Value |
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Exchange Ratio |
1
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3/2/2007
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31.1705
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N/A*
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22.1846
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N/A*
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N/A* |
2
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3/5/2007
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30.5284
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N/A*
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22.0708
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N/A*
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N/A* |
3
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3/6/2007
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30.8977
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30.86553
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22.8355
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22.36363
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1.4921 |
4
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3/7/2007
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31.4973
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30.97447
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23.4499
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22.78540
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1.4696 |
5
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3/8/2007
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31.6962
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31.36373
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23.7993
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23.36157
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1.4514 |
6
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3/9/2007
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31.9913
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31.72827
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23.5182
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23.58913
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1.4541 |
7
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3/12/2007
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-
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-
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-
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-
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- |
8
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3/13/2007
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-
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-
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-
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-
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- |
9
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3/14/2007
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-
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-
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-
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-
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- |
10
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3/15/2007
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-
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-
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-
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-
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11
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3/16/2007
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-
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-
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- |
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12
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3/19/2007
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-
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-
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-
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-
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13
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3/20/2007
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-
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-
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-
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-
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14
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3/21/2007
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-
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-
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-
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-
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15
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3/22/2007
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-
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-
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-
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-
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16
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3/23/2007
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-
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17
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3/26/2007
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-
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- |
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Halliburton Common Stock |
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KBR Common Stock |
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Indicative |
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Indicative |
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Calculated |
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Calculated |
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Valuation |
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Per-Share |
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Per-Share |
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Indicative |
Day |
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Date |
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Intra-day VWAP |
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Value |
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Intra-day VWAP |
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Value |
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Exchange Ratio |
18
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3/27/2007
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-
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19
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3/28/2007
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20
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3/29/2007
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* |
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No indicative calculated per-share values or indicative exchange ratios are provided for the
first two days of the exchange offer period as the calculation of such values requires daily VWAP
data for three trading days. |
The following table shows how many shares of KBR common stock would be exchanged for a
specified number of tendered and accepted shares of Halliburton common stock if the most recent
indicative calculated per-share values provided in the table above were the calculated per-share
values of those shares at the end of the exchange offer.
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Number of shares of Halliburton |
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Number of shares of KBR |
common stock tendered |
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common stock issued in exchange µ |
1
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1.4541 |
10
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14.5410 |
100
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145.4100 |
1000
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1,454.1000 |
µ Note that the fractional share amount is provided for indicative purposes only. Cash in lieu of
fractional shares of KBR common stock will be distributed in the exchange offer.
Important Notice Regarding Additional Information
In connection with the exchange offer, KBR has filed with the Securities and Exchange
Commission a registration statement on Form S-4 that includes the ProspectusOffer to Exchange.
The ProspectusOffer to Exchange contains important information about the exchange offer,
Halliburton, KBR and related matters, and Halliburton will mail the ProspectusOffer to Exchange
to its stockholders. Investors and security holders are urged to read the ProspectusOffer to
Exchange, and any other relevant documents filed with the SEC, when they become available and
before making any investment decision. None of Halliburton, KBR or any of their respective
directors or officers or the dealer managers appointed with respect to the exchange offer makes any
recommendation as to whether you should participate in the exchange offer.
You can obtain a free copy of the ProspectusOffer to Exchange and (when available) other related
documents filed with the SEC by Halliburton and KBR at the SECs website at www.sec.gov. You will
also be able to obtain a free copy of these documents by sending a request to Halliburton Company -
Investor Relations, 5 Houston Center, 1401 McKinney, Suite 2400, Houston, TX 77010, Phone:
713.759.2688, E-mail: investors@halliburton.com; or by sending a request to KBR, Inc. Investor
Relations, 601 Jefferson Street, Suite 3400, Houston, TX 77002, Phone: 713.753.5082, E-mail:
investors@kbr.com, as applicable. You can also obtain a copy of the ProspectusOffer to Exchange
by clicking on the appropriate link in the top menu of this website. Alternatively, Georgeson Inc.,
the information agent for the exchange offer, will arrange to send to you the ProspectusOffer to
Exchange if you request it by calling 1-866-313-3046 (toll-free in the United States),
1-212-805-7144 (elsewhere) or 1-212-440-9800 (banks and brokers) no later than March 22, 2007.
Tendering and Withdrawal
The procedures you must follow to tender your shares in the exchange offer or to withdraw
previously tendered shares will depend on whether you hold your shares of Halliburton common stock
in certificated form, in uncertificated form registered directly in your name in Halliburtons
share register, through a broker, dealer, commercial bank, trust company, custodian or similar
institution. For specific instructions about how to participate in the exchange offer, please read
the sections entitled The Exchange OfferProcedures for Tendering and The Exchange
OfferWithdrawal Rights in the ProspectusOffer to Exchange. You can obtain copies of the
ProspectusOffer to Exchange, the form of letter of transmittal for registered holders, the form
of notice of withdrawal and the form of notice of guaranteed delivery by clicking on the
appropriate link in the top menu of this website or by clicking on the terms where they appear on
this website underlined and in blue. Alternatively, the information agent for the exchange offer
will arrange to send to you copies of those documents if you request them by calling 1-866-313-3046
(toll-free in the United States), 1-212-805-7144 (elsewhere) or 1-212-440-9800 (banks and brokers).
Glossary
calculated per-share value: The per-share value of Halliburton common stock and the per-share
value of KBR common stock to be used for purposes of calculating the exchange ratio will equal the
arithmetic average of the daily VWAP for Halliburton common stock and KBR common stock, as
applicable, on the NYSE for the valuation dates. During the exchange offer, this website will
display indicative calculated per-share values, determined in the manner described under
indicative calculated per-share value, below.
daily VWAP: VWAP for the period beginning at 9:30 a.m., New York City time (or such other time as
is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such
other time as is the official close of trading on the NYSE), as calculated by Xignite, Inc., except
that the data used to make that calculation will take into account only those adjustments to
reported trades made by 4:10 p.m., New York City time. The daily VWAP calculated by Xignite, Inc.
may be different from volume-weighted average prices calculated by other sources or investors or
other security holders own calculations of volume-weighted average prices.
exchange ratio: The number of shares of KBR common stock that will be exchanged for each share of
Halliburton common stock accepted in the exchange offer. The final exchange ratio will be published
by press release, available on this website and available from the information agent, Georgeson
Inc., at 1-866-313-3046 (toll-free in the United States), 1-212-805-7144 (elsewhere) or
1-212-440-9800 (banks and brokers) by 4:30 p.m., New York City time, on the expiration date of the
exchange offer.
indicative calculated per-share value: During the exchange offer, this website will display
indicative calculated per-share values for Halliburton common stock and KBR common stock. These
indicative values are displayed to assist tendering stockholders in understanding how the number of
shares of KBR common stock they would receive in the exchange offer will be calculated but are not
indicative of the final exchange ratio.
From the third trading day until the first valuation date, the indicative calculated per-share
value of (1) Halliburton common stock published on this website will equal the average of the daily
VWAP of Halliburton common stock on that day and each of the two prior trading days, and (2) KBR
common stock published on this website will equal the average of the daily VWAP of KBR common stock
on that day and each of the two prior trading days. The data used to calculate such indicative
calculated per-share values will not, however, be included in the calculation of the final
calculated per-share value for either the Halliburton common stock or the KBR common stock. During
the valuation dates, the indicative calculated per-share values of Halliburton common stock and KBR
common stock published on this website will equal (1) on the first valuation date, the intra-day
VWAP during the elapsed portion of that day, (2) on the second valuation date, the daily VWAP for
the first valuation date averaged with the intra-day VWAP for the elapsed portion of the second
valuation date, and (3) on the third valuation date, the daily VWAP for the first and second
valuation dates averaged with the intra-day VWAP for the elapsed portion of the third valuation
day. The data used to calculate such indicative calculated per-share values during the valuation
dates will be used in determining the final calculated per-share values.
intra-day VWAP: VWAP for the period beginning at 9:30 a.m., New York City time (or such other time
as is the official open of trading on the NYSE), and ending at a specified time in such day, as
calculated by Xignite, Inc.
Please note that the data used to derive the intra-day VWAP published on this website during the
last three trading days of the exchange offer is subject to a 20-minute reporting delay. The
intra-day VWAP calculated by Xignite, Inc. may be different from volume-weighted average prices
calculated by other sources or investors or other security holders own calculations of
volume-weighted average prices.
maximum exchange ratio: The number of shares of KBR common stock each tendering Halliburton
stockholder will receive is subject to a maximum exchange ratio of 1.5905 shares of KBR common
stock for each share of Halliburton common stock accepted in the exchange offer. IF THE MAXIMUM
EXCHANGE RATIO IS IN EFFECT, TENDERING HOLDERS WILL RECEIVE LESS THAN $1.08 OF KBR COMMON STOCK FOR
EACH $1.00 OF HALLIBURTON COMMON STOCK ACCEPTED IN THE EXCHANGE OFFER (BASED ON THE CALCULATED
PER-SHARE VALUES OF HALLIBURTON COMMON STOCK AND KBR COMMON STOCK, AS APPLICABLE, DURING THE
VALUATION DATES), AND SUCH HOLDERS COULD RECEIVE MUCH LESS. STATED ANOTHER WAY, IF THE MAXIMUM
EXCHANGE RATIO IS NOT IN EFFECT, THE FORMULA FOR CALCULATING THE EXCHANGE RATIO CONTEMPLATES THAT,
FOR EACH SHARE OF HALLIBURTON COMMON STOCK ACCEPTED IN THE EXCHANGE OFFER, TENDERING HOLDERS WILL
RECEIVE A NUMBER OF SHARES OF KBR COMMON STOCK CALCULATED AT A 7.5% DISCOUNT TO THE PER-SHARE VALUE
OF KBR COMMON STOCK. HOWEVER, IF THE MAXIMUM EXCHANGE RATIO IS IN EFFECT AND A TENDERING HOLDER
STILL DECIDES TO TENDER ITS SHARES OF HALLIBURTON COMMON STOCK, A TENDERING HOLDER WILL EXCHANGE
ITS SHARES OF HALLIBURTON COMMON STOCK FOR SHARES OF KBR COMMON STOCK AT A DISCOUNT OF LESS THAN
7.5% TO THE PER-SHARE VALUE OF KBR COMMON STOCK AND, DEPENDING UPON THE MAGNITUDE OF THE DECREASE
IN MARKET VALUE OF KBR COMMON STOCK RELATIVE TO THE MARKET VALUE OF HALLIBURTON COMMON STOCK DURING
THE EXCHANGE OFFER PERIOD, TENDERING HOLDERS MAY BE EXCHANGING THEIR SHARES OF HALLIBURTON COMMON
STOCK FOR SHARES OF KBR COMMON STOCK WITHOUT ANY DISCOUNT, OR EVEN AT A PREMIUM, TO THE PER-SHARE
VALUE OF KBR COMMON STOCK (I.E., IF THE DECREASE IN MARKET VALUE OF KBR COMMON STOCK RELATIVE TO
THE MARKET VALUE OF HALLIBURTON COMMON STOCK IS SUBSTANTIAL ENOUGH, TENDERING HOLDERS COULD RECEIVE
LESS THAN $1.00 OF KBR COMMON STOCK FOR EVERY $1.00 OF HALLIBURTON COMMON STOCK ACCEPTED IN THE
EXCHANGE OFFER).
valuation dates: The valuation dates for calculating the per-share values of Halliburton common
stock and KBR common stock that will be used to determine the final exchange ratio will be the last
three trading days of the currently anticipated exchange offer period. The valuation dates will be
March 27, 2007, March 28, 2007 and March 29, 2007, unless the exchange offer is extended, including
if a market disruption event occurs. Those dates will not change, however, if the exchange offer is
extended solely as a result of the automatic extension triggered by the maximum exchange ratio.
VWAP : The volume-weighted average price per share of the applicable stock on the New York Stock
Exchange during the period specified, as calculated by Xignite, Inc. The daily and intra-day VWAP
calculated by Xignite, Inc. may be different from volume-weighted average prices calculated by
other sources or investors or other security holders own calculations of volume-weighted average
prices.
Contact Information
Questions or requests for assistance may be directed to the information agent at its address
and telephone number listed below.
The exchange agent for the exchange offer is:
By Mail :
Attention: Reorganization Dept.
P.O. Box 3448
South Hackensack, NJ 07606
Re: Halliburton Exchange Offer
By Hand or Overnight Courier :
Attention: Reorganization Dept.
480 Washington Blvd
Mail Drop Reorg
Jersey City, NJ 07310
Re: Halliburton Exchange Offer
From within the U.S., Canada or Puerto Rico:
1-800-865-0205 (toll-free)
From outside the U.S.:
1-201-680-6654 (collect)
The information agent for the exchange offer is:
17 State Street, 10th floor
New York , NY 10004
1-866-313-3046 (toll-free in the United States)
1-212-805-7144 (elsewhere)
1-212-440-9800 (banks and brokers)
The dealer managers for the exchange offer are:
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co.