HAL Halliburton Co

001-03492	No. 75-2677995
(Commission File Number)	(IRS Employer Identification No.)
3000 North Sam Houston Parkway East Houston, Texas	77032
(Address of Principal Executive Offices)	(Zip Code)

☑	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

		HALLIBURTON COMPANY
Date:    November 10, 2015	By:	/s/ Bruce A. Metzinger
		Bruce A. Metzinger
		Assistant Secretary

4

Execution Version

Halliburton Company

2.700% Senior Notes due 2020

3.375% Senior Notes due 2022

3.800% Senior Notes due 2025

4.850% Senior Notes due 2035

5.000% Senior Notes due 2045

New York, New York
November 5, 2015

To the Representatives named in

Schedule I hereto of the several

Underwriters named in

Schedule II hereto

Ladies and Gentlemen:

Halliburton Company, a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the "Securities"), to be issued under the indenture (the "Base Indenture"), dated as of October 17, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the "Trustee"), as supplemented by a supplemental indenture (the "Supplemental Indenture"), to be dated November 13, 2015 between the Company and the Trustee.  In this Agreement, the Base Indenture, as supplemented by the Supplemental Indenture, is referred to as the "Indenture."  To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.  Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date (as defined below) of the Registration Statement or the date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, 

 

as the case may be, deemed to be incorporated therein by reference.  Certain terms used herein are defined in Section 20 hereof.

 

information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

 

conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

 

Material Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable; and the ownership interests of each Material Subsidiary are, directly or indirectly, owned free from liens, encumbrances and defects. The Company represents that Annex A hereto furnished by the Company lists all material subsidiaries of the Company (each such subsidiary, a "Material Subsidiary").

 

constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

 

terms of the Securities, and under the caption "Underwriting" (except for the fifth and tenth paragraphs), insofar as they purport to describe the provisions of the laws and documents referred to therein, constitute accurate and fair summaries of the matters described therein in all material respects.

 

 

this Agreement will be used or otherwise made available in a manner that would result in a violation of U.S. sanctions by any party to this Agreement.

 

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

 

Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two Business Days in advance of the Closing Date.

The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date.

 

reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

 

dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.  The Company will pay the expenses of printing or other production of all documents relating to the offering.

 

 

 

creditors' rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law), which principles may include implied duties of good faith and fair dealing;

Such counsel shall also include, in a separate paragraph of its opinion, statements to the following effect: such counsel has reviewed the Registration Statement, the Disclosure Package and the Final Prospectus and has participated in conferences with officers and other representatives of the Company and BHI, with 

 

representatives of KPMG LLP, independent registered public accounting firm for the Company, and Deloitte & Touche LLP, independent registered public accounting firm for BHI, and with representatives of and counsel to the Underwriters, at which the contents of the Registration Statement, the Disclosure Package, the Final Prospectus and related matters were discussed.  The purpose of such counsel's professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Disclosure Package or the Final Prospectus, and such counsel has not undertaken to verify independently any of the factual matters in such documents.  Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Disclosure Package and the Final Prospectus involve matters of a non-legal nature.  Accordingly, such counsel is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Disclosure Package and the Final Prospectus (except to the extent stated in paragraphs (v) and (viii) above).  Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, such counsel advises you that:

it being understood that in each case such counsel has not been asked to, and does not, express any belief with respect to (a) the financial statements or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom, (b) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement or documents incorporated by reference therein or (c) that part of the Registration Statement that constitutes the Form T-1.

 

In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.  References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date.

 

regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, which violation of any such statute, order or regulation would individually, or in the aggregate, have a Material Adverse Effect;

Such counsel may state that the opinions expressed are limited in all respects to the federal laws of the United States, the laws of the State of Texas and the General Corporation Law of the State of Delaware, all as in effect on the date thereof.  Further, such counsel may state that such counsel expresses no opinion with respect to the Act, or the Exchange Act (except to the extent stated in clause (v) above), or as to any consent, approval, authorization, statute, order, rule or regulation of any governmental agency or regulatory body as may be required under any state securities or "blue-sky" laws.

 

may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

 

not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives.  Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, at 425 Lexington Avenue, New York, New York 10017, on the Closing Date.

 

each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereof, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in each case other than the Registration Statement, in connection with any losses, claims, damages or liabilities arising out of Section 12(a)(2) of the Act and Rule 10b-5 under the Exchange Act, in the light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein.  This indemnity agreement will be in addition to any liability which the Company may otherwise have.

 

or (b) above.  The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of an indemnified party.

 

proportion to their respective underwriting obligations and not joint.  If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.  Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.  The amount paid or payable by any indemnified party as a result of the Losses referred to in this paragraph (d) shall be deemed to include any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

 

Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company.  In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

 

agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

"Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

"Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

 

"Commission" shall mean the Securities and Exchange Commission.

"Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(b) hereof, if any, and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

"Effective Date" shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

"Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

"Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405.

"Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433.

"Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.

"Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

"Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

 

"Well-Known Seasoned Issuer" shall mean a well-known seasoned issuer, as defined in Rule 405.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

[Signature Pages Follow]

 

	Very truly yours,
	Halliburton Company
		By:	/s/ Tim McKeon
			Name: Tim McKeon
			Title: Vice President and Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Underwriting Agreement]

 

 

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Citigroup Global Markets Inc.

By:  /s/ Brian D. Bednarski

Name: Brian D. Bednarski

Title:   Managing Director

Credit Suisse Securities (USA) LLC

By:  /s/ Bob McMinn

Name: Bob McMinn

Title:   Managing Director

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

By:  /s/ Keith Harman

Name: Keith Harman

Title:   Managing Director

Mizuho Securities USA Inc.

By:  /s/ Jennifer Powers

Name: Jennifer Powers

Title:   Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

 

SCHEDULE I

Underwriting Agreement dated November 5, 2015

Registration Statement No. 333-202246

Representatives: Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA Inc.

Description of Securities:

(a)   Title: 2.700% Senior Notes due 2020

Principal amount: $1,250,000,000

Purchase price: 99.445%

Sinking Fund Provisions:  None

Redemption provisions: optional redemption by the Company at any time before October 15, 2020, in whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) as determined by an independent investment banker, the sum of the present values of the remaining scheduled payments on the notes being redeemed through October 15, 2020, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 20 basis points; optional redemption, at any time on or after October 15, 2020, at par. In each case, the Company will pay accrued and unpaid interest to the date of redemption.

If the Company does not consummate the Acquisition pursuant to the Agreement and Plan of Merger, dated as of November 16, 2014  (the "Merger Agreement"), on or prior to November 13, 2016 or, if prior to such date, the Merger Agreement is terminated for any reason, then, in either case, the Company must redeem all of the 2020 Senior Notes at a redemption price equal to 101% of the principal amount of the 2020 Senior Notes, plus accrued but unpaid interest to, but excluding, the redemption date.

(b)  Title: 3.375% Senior Notes due 2022

Principal amount: $1,250,000,000

Purchase price: 99.519%

Sinking Fund Provisions:  None

Redemption provisions: optional redemption by the Company at any time before September 15, 2022, in whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) as determined by an independent investment banker, the sum of the present values of the remaining scheduled payments on the notes being redeemed through September 15, 2022, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 25 basis points; optional redemption, at any time on or after September 15, 2022, at par. In each case, the Company will pay accrued and unpaid interest to the date of redemption.

If the Company does not consummate the Acquisition pursuant to the Merger Agreement on or prior to November 13, 2016 or, if prior to such date, the Merger Agreement is terminated for any reason, then, in either case, the Company must redeem all of the 2022 Senior Notes at a redemption price equal to 101% of the principal amount of the 2022 Senior Notes, plus accrued but unpaid interest to, but excluding, the redemption date

(c)   Title: 3.800% Senior Notes due 2025

Principal amount: $2,000,000,000

Purchase price: 99.269%

Sinking Fund Provisions:  None

Redemption provisions: optional redemption by the Company at any time before August 15, 2025, in whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) as determined by an independent investment banker, the sum of the present values of the remaining scheduled payments on the notes being redeemed through August 15, 2025, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 25 basis points; optional redemption, at any time on or after August 15, 2025, at par. In each case, the Company will pay accrued and unpaid interest to the date of redemption.

(d)   Title: 4.850% Senior Notes due 2035

Principal amount: $1,000,000,000

Purchase price: 99.224%

Sinking Fund Provisions:  None

 

Redemption provisions: optional redemption by the Company at any time before May 15, 2035, in whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) as determined by an independent investment banker, the sum of the present values of the remaining scheduled payments on the notes being redeemed through May 15, 2035, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 30 basis points; optional redemption, at any time on or after May 15, 2035, at par. In each case, the Company will pay accrued and unpaid interest to the date of redemption.

(e)   Title: 5.000% Senior Notes due 2045

Principal amount: $2,000,000,000

Purchase price (include accrued interest or amortization, if any): 99.094%

Sinking Fund Provisions:  None

Redemption provisions: optional redemption by the Company at any time before May 15, 2045, in whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) as determined by an independent investment banker, the sum of the present values of the remaining scheduled payments on the notes being redeemed through May 15, 2045, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 30 basis points; optional redemption, at any time on or after May 15, 2045, at par. In each case, the Company will pay accrued and unpaid interest to the date of redemption.

SCHEDULE II

Underwriters
	2.700% Senior Notes due 2020	3.375% Senior Notes due 2022	3.800% Senior Notes due 2025
Credit Suisse Securities (USA) LLC	$209,300,000	$209,300,000	$334,880,000
Merrill Lynch, Pierce, Fenner & Smith                      Incorporated	$209,300,000	$209,300,000	$334,880,000
Citigroup Global Markets Inc.	$125,000,000	$125,000,000	$200,000,000
Mizuho Securities USA Inc.	$125,000,000	$125,000,000	$200,000,000
Deutsche Bank Securities Inc.	$125,000,000	$125,000,000	$200,000,000
HSBC Securities (USA) Inc.	$125,000,000	$125,000,000	$200,000,000
Barclays Capital Inc.	$43,600,000	$43,600,000	$69,760,000
DNB Markets, Inc.	$43,600,000	$43,600,000	$69,760,000
J.P. Morgan Securities LLC	$43,600,000	$43,600,000	$69,760,000
Mitsubishi UFJ Securities (USA), Inc.	$43,600,000	$43,600,000	$69,760,000
U.S. Bancorp Investments, Inc.	$43,600,000	$43,600,000	$69,760,000
Wells Fargo Securities, LLC	$43,600,000	$43,600,000	$69,760,000
Scotia Capital (USA) Inc.	$14,550,000	$14,550,000	$23,280,000
SMBC Nikko Securities America, Inc.	$14,550,000	$14,550,000	$23,280,000
Standard Chartered Bank	$14,550,000	$14,550,000	$23,280,000
Lloyds Securities Inc.	$13,075,000	$13,075,000	$20,920,000
BBVA Securities Inc.	$13,075,000	$13,075,000	$20,920,000
Total	$1,250,000,000	$1,250,000,000	$2,000,000,000

Underwriters
	4.850% Senior Notes due 2035	5.000% Senior Notes due 2045
Credit Suisse Securities (USA) LLC	$167,440,000	$334,880,000
Merrill Lynch, Pierce, Fenner & Smith                      Incorporated	$167,440,000	$334,880,000
Citigroup Global Markets Inc.	$100,000,000	$200,000,000
Mizuho Securities USA Inc.	$100,000,000	$200,000,000
Deutsche Bank Securities Inc.	$100,000,000	$200,000,000
HSBC Securities (USA) Inc.	$100,000,000	$200,000,000
Barclays Capital Inc.	$34,880,000	$69,760,000
DNB Markets, Inc.	$34,880,000	$69,760,000
J.P. Morgan Securities LLC	$34,880,000	$69,760,000
Mitsubishi UFJ Securities (USA), Inc.	$34,880,000	$69,760,000
U.S. Bancorp Investments, Inc.	$34,880,000	$69,760,000
Wells Fargo Securities, LLC	$34,880,000	$69,760,000
Scotia Capital (USA) Inc.	$11,640,000	$23,280,000
SMBC Nikko Securities America, Inc.	$11,640,000	$23,280,000
Standard Chartered Bank	$11,640,000	$23,280,000
Lloyds Securities Inc.	$10,460,000	$20,920,000
BBVA Securities Inc.	$10,460,000	$20,920,000
Total	$1,000,000,000	$2,000,000,000

SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

Pricing Term Sheet

SCHEDULE IV

Filed Pursuant to Rule 433
Issuer Free Writing Prospectus Supplementing
 the Preliminary Prospectus Supplement
dated November 5, 2015 and the Prospectus
dated October 26, 2015

Registration No. 333-202246

November 5, 2015

PRICING TERM SHEET

The information in this pricing term sheet should be read together with the preliminary prospectus supplement, dated November 5, 2015, relating to the offering of senior notes, and the related prospectus dated October 26, 2015, included in the Registration Statement (File No. 333-202246), as filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended, including the documents incorporated by reference therein. Terms used but not defined herein have the meanings assigned to such terms in the preliminary prospectus supplement.

Issuer:	Halliburton Company
Pricing Date:	November 5, 2015
Settlement Date (T+5)*:	November 13, 2015
Denominations/Multiple:	$2,000 x $1,000
Anticipated Ratings** (Moody's/S&P/Fitch):	[Intentionally omitted]

2.700% Senior Notes due 2020
Security:	2.700% Senior Notes due 2020
Size:	$1,250,000,000
Maturity Date:	November 15, 2020
Coupon:	2.700%
Interest Payment Dates:	May 15 and November 15, commencing May 15, 2016
Interest Payment Record Dates:	May 1 and November 1
Benchmark Treasury:	1.375% due October 31, 2020
Benchmark Treasury Price:	98-23
Benchmark Treasury Yield:	1.644%
Spread to Benchmark Treasury:	+110 bps
Yield:	2.744%
Price to Public:	99.795%, plus accrued interest, if any, from November 13, 2015
Optional Redemption:	At any time before October 15, 2020, make-whole call to October 15, 2020 at the greater of par or a discount rate of Treasury plus 20 bps
	At any time on or after October 15, 2020, at par

Special Mandatory Redemption:		If the Issuer does not consummate the Baker Hughes acquisition pursuant to the Agreement and Plan of Merger, dated as of November 16, 2014  (the "Merger Agreement"), on or prior to November 13, 2016 or, if prior to such date, the Merger Agreement is terminated for any reason, then, in either case, the Issuer must redeem all of the 2020 notes at a redemption price equal to 101% of the principal amount of the 2020 notes, plus accrued but unpaid interest to, but excluding, the redemption date.
CUSIP:		406216 BF7
ISIN:		US406216BF76

3.375% Senior Notes due 2022
Security:	3.375% Senior Notes due 2022
Size:	$1,250,000,000
Maturity Date:	November 15, 2022
Coupon:	3.375%
Interest Payment Dates:	May 15 and November 15, commencing May 15, 2016
Interest Payment Record Dates:	May 1 and November 1
Benchmark Treasury:	1.875% due October 31, 2022
Benchmark Treasury Price:	99-08+
Benchmark Treasury Yield:	1.988%
Spread to Benchmark Treasury:	+140 bps
Yield:	3.388%
Price to Public:	99.919%, plus accrued interest, if any, from November 13, 2015
Optional Redemption:	At any time before September 15, 2022, make-whole call to September 15, 2022 at the greater of par or a discount rate of Treasury plus 25 bps
	At any time on or after September 15, 2022, at par
Special Mandatory Redemption:	If the Issuer does not consummate the Baker Hughes acquisition pursuant to the Merger Agreement on or prior to November 13, 2016 or, if prior to such date, the Merger Agreement is terminated for any reason, then, in either case, the Issuer must redeem all of the 2022 notes at a redemption price equal to 101% of the principal amount of the 2022 notes, plus accrued but unpaid interest to, but excluding, the redemption date.
CUSIP:	406216 BH3
ISIN:	US406216BH33

3.800% Senior Notes due 2025
Security:	3.800% Senior Notes due 2025
Size:	$2,000,000,000
Maturity Date:	November 15, 2025
Coupon:	3.800%
Interest Payment Dates:	May 15 and November 15, commencing May 15, 2016
Interest Payment Record Dates:	May 1 and November 1
Benchmark Treasury:	2.000% due August 15, 2025
Benchmark Treasury Price:	97-30+
Benchmark Treasury Yield:	2.234%
Spread to Benchmark Treasury:	+160 bps
Yield:	3.834%
Price to Public:	99.719%, plus accrued interest, if any, from November 13, 2015
Optional Redemption:	At any time before August 15, 2025, make-whole call to August 15, 2025 at the greater of par or a discount rate of Treasury plus 25 bps
	At any time on or after August 15, 2025, at par
CUSIP:	406216 BG5
ISIN:	US406216BG59

4.850% Senior Notes due 2035
Security:	4.850% Senior Notes due 2035
Size:	$1,000,000,000
Maturity Date:	November 15, 2035
Coupon:	4.850%
Interest Payment Dates:	May 15 and November 15, commencing May 15, 2016
Interest Payment Record Dates:	May 1 and November 1
Benchmark Treasury:	3.000% due May 15, 2045
Benchmark Treasury Price:	99-31
Benchmark Treasury Yield:	3.002%
Spread to Benchmark Treasury:	+185 bps
Yield:	4.852%
Price to Public:	99.974%, plus accrued interest, if any, from November 13, 2015
Optional Redemption:	At any time before May 15, 2035, make-whole call to May 15, 2035 at the greater of par or a discount rate of Treasury plus 30 bps
	At any time on or after May 15, 2035, at par
CUSIP:	406216 BJ9
ISIN:	US406216BJ98

 

5.000% Senior Notes due 2045
Security:	5.000% Senior Notes due 2045
Size:	$2,000,000,000
Maturity Date:	November 15, 2045
Coupon:	5.000%
Interest Payment Dates:	May 15 and November 15, commencing May 15, 2016
Interest Payment Record Dates:	May 1 and November 1
Benchmark Treasury:	3.000% due May 15, 2045
Benchmark Treasury Price:	99-31
Benchmark Treasury Yield:	3.002%
Spread to Benchmark Treasury:	+200 bps
Yield:	5.002%
Price to Public:	99.969%, plus accrued interest, if any, from November 13, 2015
Optional Redemption:	At any time before May 15, 2045, make-whole call to May 15, 2045 at the greater of par or a discount rate of Treasury plus 30 bps
	At any time on or after May 15, 2045, at par
CUSIP:	406216 BK6
ISIN:	US406216BK61
Joint Book-Running Managers:	Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith                        Incorporated Mizuho Securities USA Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc.
Senior Co-Managers:	Barclays Capital Inc. DNB Markets, Inc. J.P. Morgan Securities LLC 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

Use of Proceeds:

We estimate that the net proceeds we will receive from the sale of the notes in this offering will be approximately $7.4 billion, after deducting underwriting discounts and our expenses of the offering.

Capitalization:

The following table sets forth our consolidated cash and equivalents and our capitalization as of September 30, 2015 on:

(i) a historical basis;

(ii) an as adjusted basis to give effect to the 2025 notes, the 2035 notes and the 2045 notes (which will remain outstanding even if the Baker Hughes acquisition is not consummated) after deducting underwriting discounts but not other offering expenses, and not the use of proceeds therefrom; and

(iii) an as further adjusted basis to give effect to the issuance of all the notes, the application of our net proceeds from this offering to fund a portion of the cash consideration component of the Baker Hughes acquisition as described in "Use of Proceeds" and the consummation of the Baker Hughes acquisition (excluding acquisition-related expenses), including an increase in common stock resulting from the issuance of approximately 492 million new shares of Halliburton common stock.

 In addition to the sections captioned "Use of Proceeds" and "Unaudited Pro Forma Condensed Combined Financial Statements" you should read the data set forth in the table below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference into the prospectus supplement from our and Baker Hughes's Annual Reports on Form 10--K for the year ended December 31, 2014 and our and Baker Hughes's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 and our and Baker Hughes's financial statements and the accompanying notes incorporated by reference into the prospectus supplement.

 

(a)	As of September 30, 2015, we also held investments in fixed income securities of approximately $89 million.

(b)

We intend to either use cash on hand or incur additional unsecured debt in order to pay the difference  between the net proceeds received from the issuance of the notes offered hereby and the cash consideration component of the Baker Hughes acquisition and related fees and expenses (assuming the difference is financed through additional unsecured debt, such unsecured debt when aggregated with the notes offered hereby would total approximately $8.5 billion of debt financing). The As Further Adjusted presentation assumes we use cash on hand to fund such difference. To the extent we incur additional debt to fund all or a portion of such difference, As Further Adjusted cash and equivalents, total long-term debt, total long-term debt, less current portion and total capitalization would increase by such difference. See "Unaudited  Pro Forma Condensed Combined Financial Statements."

(c)

In July 2015, we entered into a new five-year revolving credit agreement, with an initial capacity of $3.0 billion, increasing to $4.5 billion upon closing of the Baker Hughes acquisition and satisfaction of the conditions provided in the credit agreement as further described under "Description of Other Indebtedness— Revolving credit agreement." As of October 27, 2015, we had available borrowing capacity under the revolving credit agreement of $3.0 billion.

(d)

Certain adjustments have been made to Baker Hughes amounts to conform to the presentation used in the unaudited pro forma condensed combined financial statements. Please see "Unaudited Pro Forma Condensed Combined Financial Statements" for further discussion of these adjustments. Baker Hughes's historical total long-term debt, including current maturities, as reflected on its balance sheet as of September 30, 2015 was $4.1 billion.

(e)

In 2011, Baker Hughes entered into a revolving credit agreement maturing in September 2016, with a capacity of $2.5 billion. As of September 30, 2015, Baker Hughes had available borrowing capacity under its revolving credit agreement of $2.5 billion. We intend to terminate Baker Hughes's credit agreement upon the closing of the Baker Hughes acquisition.

** A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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 incorporated by reference therein 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 1-800-831-9146, Credit Suisse Securities (USA) LLC toll-free at 1-800-820-1653, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Mizuho Securities USA Inc. toll-free at 1-866-271-7403.

Annex A

List of Material Subsidiaries

Halliburton Energy Services, Inc.

Halliburton International GmbH

Halliburton U.S. International Holdings, Inc.