BAKER HUGHES a GE (BHI) 425 Business combination disclosure

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 presentation was made by the President of Halliburton Company at the Credit Suisse 20th Annual Energy Summit on February 24, 2015.

Credit Suisse

20 

Annual

Energy

Summit

Jeff Miller

President

February 24, 2015

th

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

2

Safe Harbor

Statement

©

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,

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,

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

Safe Harbor

Statement

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 definitive proxy statement/prospectus will be 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 IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL

CONTAIN

IMPORTANT

INFORMATION.

Investors

and

security

holders

will

be

able

to

obtain

free

copies

of

these

documents

(if

and

when

avail

able) 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.

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, 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, 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, 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.

3

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

4

1997 Cycle

2001 Cycle

2008 Cycle

2014 Cycle

Weeks

Last 3 Major Cycles

History Doesn’t Always Repeat…

North America Cycle Analysis

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

4

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

5

Focused investment in capital equipment

Protect market position

Continue strategic initiatives

Live within our Cash Flow

Adjusting cost structure

Lowering input costs

Two-Pronged

Strategy

Unconventionals

Deepwater

Mature Fields

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

5

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

6

Creating a Bellwether

Oilfield Services Company

©

2014 HALLIBURTON. ALL RIGHTS RESERVED.

6

Credit Suisse

20   Annual Energy Summit

Jeff Miller

President

February 24, 2015

th