Filed Pursuant to Rule 433
Issuer Free Writing Prospectus Supplementing
the Preliminary Prospectus Supplement
dated July 29, 2013 and the Prospectus
dated November 8, 2011
Registration No. 333-177811
July 29, 2013
PRICING TERM SHEET
$3,000,000,000
| 1.00% Senior Notes due 2016 | ||
| Issuer: | Halliburton Company | |
| Security: | 1.00% Senior Notes due 2016 | |
| Size: | $600,000,000 | |
| Pricing Date: | July 29, 2013 | |
| Settlement Date (T+5)*: | August 5, 2013 | |
| Maturity Date: | August 1, 2016 | |
| Coupon: | 1.00% | |
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2014 | |
| Interest Payment Record Dates: | January 15 and July 15 | |
| Price to Public: | 99.924%, plus accrued interest, if any, from August 5, 2013 | |
| Benchmark Treasury: | 0.625% due July 15, 2016 | |
| Benchmark Treasury Price: | 100-02 3/4 | |
| Benchmark Treasury Yield: | 0.596% | |
| Spread to Benchmark Treasury: | + 43 bps | |
| Yield: | 1.026% | |
| Optional Redemption: | Make-whole call at the greater of par or a discount rate of Treasury plus 10 bps | |
| CUSIP: | 406216BB6 | |
| ISIN: | US406216BB62 | |
| Denominations/Multiple: | $2,000 × $1,000 | |
| Anticipated Ratings** (Moody’s/S&P/Fitch): |
A2 (negative) / A (stable) / A- (stable) | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. RBS Securities Inc. Credit Suisse Securities (USA) LLC | |
| Senior Co-Managers: | Barclays Capital Inc. DnB NOR Markets, Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Morgan Stanley & Co. LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | BBVA Securities, Inc. Lloyds Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BNY Mellon Capital Markets, LLC | |
| 2.00% Senior Notes due 2018 | ||
| Issuer: | Halliburton Company | |
| Security: | 2.00% Senior Notes due 2018 | |
| Size: | $400,000,000 | |
| Pricing Date: | July 29, 2013 | |
| Settlement Date (T+5)*: | August 5, 2013 | |
| Maturity Date: | August 1, 2018 | |
| Coupon: | 2.00% | |
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2014 | |
| Interest Payment Record Dates: | January 15 and July 15 | |
| Price to Public: | 99.929%, plus accrued interest, if any, from August 5, 2013 | |
| Benchmark Treasury: | 1.375% due July 31, 2018 | |
| Benchmark Treasury Price: | 99-30+ | |
| Benchmark Treasury Yield: | 1.385% | |
| Spread to Benchmark Treasury: | + 63 bps | |
| Yield: | 2.015% | |
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| Optional Redemption: | At any time before July 1, 2018, make-whole call at the greater of par or a discount rate of Treasury plus 12.5 bps | |
| At any time on or after July 1, 2018, at par | ||
| CUSIP: | 406216BC4 | |
| ISIN: | US406216BC46 | |
| Denominations/Multiple: | $2,000 × $1,000 | |
| Anticipated Ratings** (Moody’s/S&P/Fitch): |
A2 (negative) / A (stable) / A- (stable) | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. RBS Securities Inc. J.P. Morgan Securities LLC | |
| Senior Co-Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC DnB NOR Markets, Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Morgan Stanley & Co. LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | BBVA Securities Inc. Lloyds Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BNY Mellon Capital Markets, LLC | |
| 3.50% Senior Notes due 2023 | ||
| Issuer: | Halliburton Company | |
| Security: | 3.50% Senior Notes due 2023 | |
| Size: | $1,100,000,000 | |
| Pricing Date: | July 29, 2013 | |
| Settlement Date (T+5)*: | August 5, 2013 | |
| Maturity Date: | August 1, 2023 | |
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| Coupon: | 3.50% | |
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2014 | |
| Interest Payment Record Dates: | January 15 and July 15 | |
| Price to Public: | 99.766%, plus accrued interest, if any, from August 5, 2013 | |
| Benchmark Treasury: | 1.750% due May 15, 2023 | |
| Benchmark Treasury Price: | 92-22 3/4 | |
| Benchmark Treasury Yield: | 2.598% | |
| Spread to Benchmark Treasury: | + 93 bps | |
| Yield: | 3.528% | |
| Optional Redemption: | At any time before May 1, 2023, make-whole call at the greater of par or a discount rate of Treasury plus 15 bps | |
| At any time on or after May 1, 2023, at par | ||
| CUSIP: | 406216BD2 | |
| ISIN: | US406216BD29 | |
| Denominations/Multiple: | $2,000 × $1,000 | |
| Anticipated Ratings** (Moody’s/S&P/Fitch): |
A2 (negative) / A (stable) / A- (stable) | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. RBS Securities Inc. Morgan Stanley & Co. LLC | |
| Senior Co-Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC DnB NOR Markets, Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | BBVA Securities Inc. Lloyds Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BNY Mellon Capital Markets, LLC | |
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| 4.75% Senior Notes due 2043 | ||
| Issuer: | Halliburton Company | |
| Security: | 4.75% Senior Notes due 2043 | |
| Size: | $900,000,000 | |
| Pricing Date: | July 29, 2013 | |
| Settlement Date (T+5)*: | August 5, 2013 | |
| Maturity Date: | August 1, 2043 | |
| Coupon: | 4.75% | |
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2014 | |
| Interest Payment Record Dates: | January 15 and July 15 | |
| Price to Public: | 99.794%, plus accrued interest, if any, from August 5, 2013 | |
| Benchmark Treasury: | 3.125% due February 15, 2043 | |
| Benchmark Treasury Price: | 90-11 | |
| Benchmark Treasury Yield: | 3.663% | |
| Spread to Benchmark Treasury: | + 110 bps | |
| Yield: | 4.763% | |
| Optional Redemption: | At any time before February 1, 2043, make-whole call at the greater of par or a discount rate of Treasury plus 20 bps | |
| At any time on or after February 1, 2043, at par | ||
| CUSIP: | 406216 BE0 | |
| ISIN: | US406216BE02 | |
| Denominations/Multiple: | $2,000 × $1,000 | |
| Anticipated Ratings** (Moody’s/S&P/Fitch): |
A2 (negative) / A (stable) / A- (stable) | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. RBS Securities Inc. Goldman, Sachs & Co. | |
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| Senior Co-Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC DnB NOR Markets, Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Morgan Stanley & Co. LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | BBVA Securities Inc. Lloyds Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BNY Mellon Capital Markets, LLC | |
Additional information relating to the Senior Notes due 2016, the Senior Notes due 2018,
the Senior Notes due 2023 and the Senior Notes due 2043 (collectively, the “Senior Notes”):
Estimated net proceeds to Halliburton Company from the offering of the Senior Notes will be approximately $2.971 billion, after deducting underwriting discounts and estimated expenses relating to the offering.
After giving effect to the issuance of the Senior Notes, Halliburton Company’s total long-term debt outstanding as of June 30, 2013 would have been $7.820 billion.
| * | It is expected that delivery of the senior notes will be made against payment therefor on or about August 5, 2013, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. |
| ** | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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The issuer has filed a registration statement (including a prospectus) and related preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (800) 831-9146, Deutsche Bank Securities Inc. toll-free at (800) 503-4611, HSBC Securities (USA) Inc. toll-free at (866) 811-8049 or RBS Securities Inc. toll-free at (800) 884-2071.
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