Edgar Filing: HALLIBURTON CO

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8‑K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 26, 2015

HALLIBURTON COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



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)

(281) 871-2699

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



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

Item 8.01. Other Events.

This Current Report on Form 8-K is being filed by Halliburton Company ("Halliburton") to provide updated unaudited pro forma condensed combined financial statements in connection with the pending acquisition of Baker Hughes Incorporated ("Baker Hughes"). The unaudited pro forma condensed combined financial statements and explanatory notes as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014 are attached to this Current Report on Form 8-K as Exhibit 99.1 and are filed herewith and incorporated herein by reference.

Halliburton is also filing with this report and incorporating herein by reference (i) the audited historical financial statements of Baker Hughes as of and for the years ended December 31, 2014, 2013 and 2012 and (ii) the unaudited historical financial statements of Baker Hughes as of and for the three and nine months ended September 30, 2015 and 2014. The foregoing are filed as Exhibits 99.2 and 99.3, respectively.

Safe Harbor

The statements in the unaudited pro forma condensed combined financial statements of Halliburton and Baker Hughes attached to this Current Report on Form 8-K that are not historical statements, including statements regarding the integration of Halliburton and Baker Hughes, the expected timing of the closing of the acquisition, the estimated merger consideration and the expected source of cash that will fund the cash portion of the merger consideration, 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: the timing to consummate the proposed transaction, the terms and timing of divestitures undertaken to obtain required regulatory approvals, 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, and 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’s 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, 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, Form 10-Q for the quarter ended September 30, 2015, 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.

Additional Information

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 alondra.oteyza@bakerhughes.com or by phone at +1-713-439-8822.

Participants in Solicitation

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 2015 annual meeting of stockholders, which was filed with the SEC on April 7, 2015, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which was filed with the SEC on October 23, 2015. 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 2015 annual meeting of stockholders, which was filed with the SEC on March 27, 2015, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which was filed with the SEC on October 21, 2015. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



23.1	Consent of Deloitte & Touche LLP.
99.1	Unaudited Pro Forma Condensed Combined Financial Statements of Halliburton Company and Baker Hughes Incorporated as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014.
99.2	Audited Historical Financial Statements of Baker Hughes Incorporated as of and for the years ended December 31, 2014, 2013 and 2012 (incorporated by reference to Item 8 of Baker Hughes’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on February 26, 2015) (File No. 001-09397).
99.3	Unaudited Historical Financial Statements of Baker Hughes Incorporated as of and for the three and nine months ended September 30, 2015 and 2014 (incorporated by reference to Item 1 of Baker Hughes’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 as filed with the SEC on October 21, 2015) (File No. 001-09397).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			HALLIBURTON COMPANY


Date:	October 26, 2015	By:	/s/ Bruce A. Metzinger
			Bruce A. Metzinger
			Assistant Secretary

EXHIBIT INDEX



EXHIBIT NUMBER	EXHIBIT DESCRIPTION
23.1	Consent of Deloitte & Touche LLP.
99.1	Unaudited Pro Forma Condensed Combined Financial Statements of Halliburton Company and Baker Hughes Incorporated as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014.
99.2	Audited Historical Financial Statements of Baker Hughes Incorporated as of and for the years ended December 31, 2014, 2013 and 2012 (incorporated by reference to Item 8 of Baker Hughes’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on February 26, 2015) (File No. 001-09397).
99.3	Unaudited Historical Financial Statements of Baker Hughes Incorporated as of and for the three and nine months ended September 30, 2015 and 2014 (incorporated by reference to Item 1 of Baker Hughes’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 as filed with the SEC on October 21, 2015) (File No. 001-09397).