Halliburton and Baker Hughes

Creating a leading oilfield services company

Halliburton Investor Relations Contacts:

Kelly Youngblood, Vice President

Scott Danby, Manager

281.871.2688 or investors@halliburton.com

March 2015

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

The following is a roadshow presentation being used by Halliburton Company regarding its proposed merger with Baker Hughes Incorporated.

2

Safe Harbor

The statements in this presentation that are not historical statements, including statements regarding the integration of Halliburton

and Baker Hughes, whether the transaction will close and the expected timing thereof and whether all required regulatory clearances

and approvals will be obtained, 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, 2014 and Baker Hughes’ Form 10-K for the year

ended December 31, 2014, recent Current Reports filed by Halliburton and Baker Hughes 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

and Baker Hughes’ respective business, results of operations and financial condition. Halliburton and Baker Hughes undertake no

obligation to revise or update publicly any forward-looking statements for any reason.

3

Safe Harbor

Participants in Solicitation

Additional information

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, 2014, which was filed with the SEC on February 24, 2015, its proxy statement

for its 2014 annual meeting of stockholders, which was filed with the SEC on April 8, 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, 2014, which was filed with the SEC on February 26, 2015, its proxy statement for its 2014 annual

meeting of stockholders, which was filed with the SEC on March 5, 2014, and its Current Reports on Form 8-K filed with the SEC on June 10,

2014, September 10, 2014 and December 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, are contained in the proxy statement/prospectus and other relevant materials filed with the SEC.

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 has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form

S-4, including Amendments No. 1 and 2 thereto, and a definitive joint proxy statement/prospectus of Halliburton and Baker Hughes and other

documents related to the proposed transaction. The registration statement was declared effective by the SEC on February 17, 2015 and the

definitive proxy statement/prospectus has been mailed to stockholders of Halliburton and Baker Hughes. INVESTORS AND SECURITY

HOLDERS OF HALLIBURTON AND BAKER HUGHES ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS,

REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR

ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies

of these documents 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 are 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 are 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.

Creating a leading oilfield services company

Unsurpassed breadth and depth of products and services

Nearly $2 billion of annual cost synergies once fully integrated

Combined company well-positioned for continued superior growth, margins and

returns

Accretive

to

cash

flow

by

end

of

year

one

after

close;

accretive

to

earnings

per

share

by end of year two after close

Pro forma capital structure maintains strong investment grade ratings and provides

substantial flexibility

Transaction consistent with our commitment to efficiency and returns

Compelling combination benefitting both companies’

shareholders and customers worldwide

4

Expanded Platform

for Superior

Growth, Margins &

Returns

Comprehensive

Mature Fields

Capabilities

Best-in-Class

Unconventional

Solutions

Robust

Deep Water

Technology

Portfolio

Accelerating our strategy

5

6

Compelling transaction for Shareholders

Premium for Baker Hughes shareholders

–

Receive 1.12 HAL shares and $19.00 in cash for each share of Baker Hughes

–

Baker Hughes shareholders to own ~37% of the combined company

–

Average historical premiums*

•

3-year: 34.5%

•

5-year: 25.9%

Valuation –

8.1x 2014 Consensus EBITDA Estimates*

Opportunity to participate in the significantly enhanced value of the combined

company

Both companies are committed to a successful integration

Combination creates a must-own stock in the sector

* -

Calculated effective November 12, 2014

7

Clear path to 2H 2017 integration

–

Operational efficiencies

–

R&D optimization

–

Administrative structure

One-time integration costs

estimated to be ~$500 million ($50

million / quarter through 2017)

Extensive

plans

Integration costs

Nearly $2 billion of annual cost synergies

North American

Operational Efficiencies

Administration and

Organizational Efficiencies

R&D Optimization

International

Operational Efficiencies

Real Estate

Corporate

18%

31%

23%

8%

9%

11%

Source:

Company financials.

(1)

Based on difference between Halliburton and Baker Hughes North American operating margin applied to Baker Hughes LTM Q3 2014 revenues.

2010A

2014A

700 bps

2013A

2012A

2011A

700 bps = ~$800 million / year

(1)

North America alone is an $800 million annual opportunity

8

Halliburton North American operating margin

Baker Hughes North American operating margin

5%

10%

15%

20%

25%

30%

35%

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Halliburton offices / facilities

Real Estate

Logistics

Security

Support Services

Personnel Utilization

Management

Targeting $1 billion in annual fixed cost savings

Enhanced Fixed

Cost Absorption

9

Baker Hughes offices / facilities

Halliburton and Baker Hughes have dedicated considerable time and

resources to analyzing the combination

Sean Boland, a nationally recognized antitrust attorney, and economic

experts have analyzed the proposed transaction for Halliburton

–

Carefully evaluated potential divestitures needed to obtain regulatory approval

Halliburton has identified businesses that might be divested, if

required by regulators

–

Halliburton believes that divestitures required will be less than $7.5B threshold

Halliburton is confident that a combination is

achievable from a regulatory standpoint

10

Anticipated divestitures will not diminish the compelling value

created by the combination

The Integration Process

11

12

Halliburton 2014 Summary

Record Revenue

and EBITDA

Generated record revenue of $32.9 Billion and EBITDA of $7.0 Billion

Industry leading total company revenue growth and returns for 2014

Record year for both divisions and 12 of 13 product lines

Macondo

Settlement

Reached an agreement to settle a substantial majority of the plaintiffs’

class claims asserted against the company

Approximately $1.1 Billion settlement, including legal fees

BHI Acquisition

Announced a definitive agreement to acquire Baker Hughes

Combination will create a bellwether oilfield services company; a

stronger, more diverse organization with unsurpassed depth and breadth

of services

US Rig Count Behavior –

Last Three Major Cycles

Weeks

Source: Baker Hughes

Steep decline in rigs may lead to quicker recovery

13

40%

50%

60%

70%

80%

90%

100%

110%

1

11

21

31

41

51

61

71

81

91

101

111

121

131

141

151

161

1997

Cycle

2001

Cycle

2008

Cycle

2014

Cycle

14

Navigating

The Downturn

Looking Beyond

The Cycle

Adjusting cost structure

Lowering input costs

Live within our cash flow

Focused investment in capital equipment

Maintain competitive advantages

Continue strategic initiatives

Unconventionals

Deepwater

Mature

Fields

Two-Pronged Strategy