Human Resources Announcement
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To:
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Long-Term Incentive Recipient
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Please See Important Information at the End of This Announcement
Information on Baker Hughes Long-Term Incentive Programs
This is a general, high level summary of how the long-term incentive programs of Baker Hughes would be handled in the event the acquisition of Baker Hughes by Halliburton occurs as described in the purchase agreement dated November 17, 2014, between Halliburton and Baker Hughes.
If you have purchased Baker Hughes common stock through the Employee Stock Purchase Plan (ESPP) or on your own or if you have received stock grants from the Company through the long-term incentive plan, your stock and stock grants would be treated as follows if the acquisition is approved by stockholders and regulators and consummated (e.g., the closing occurs).
Generally, each share of Baker Hughes common stock you own on the closing date of the acquisition (also called the "Effective Time" in the purchase agreement) would be converted into 1.12 shares of Halliburton common stock (stock exchange ratio) and $19.00 in cash (cash portion).
Employee Stock Purchase Plan
On the closing date, you would receive 1.12 shares of Halliburton common stock and $19 in cash for each share of Baker Hughes common stock you own that was purchased through the ESPP.
We intend to continue offering participation in the Baker Hughes ESPP in eligible countries for any complete offering periods prior to the closing date. If the closing occurs during an offering period, contributions for that offering period would be refunded to you.
Long-Term Incentive Awards
The following section describes the treatment of long-term incentive awards if the closing occurs. We intend to continue granting certain long-term incentive awards during the period prior to the closing date.
Restricted Stock and Restricted Stock Units
Grants Made Prior to November 17, 2014
On the closing date, any restricted stock/units granted to you by Baker Hughes prior to November 17, 2014 would fully vest and you would receive 1.12 shares of Halliburton common stock and $19 in cash for each share/unit under the award.
Grants Made on or after November 17, 2014
Any restricted stock/units granted to you by Baker Hughes on or after November 17, 2014 would vest according to the vesting schedule described in the award agreement. If you experience an involuntary termination of employment as defined in the purchase agreement during the one-year period starting on the closing date, your outstanding restricted stock/units would vest in full. On the closing date, for unvested stock/units, you would receive Halliburton restricted stock/units based on the following formula.
# of BHI restricted stock or units x (1.12 + ($19 / HAL market price)) = # of HAL restricted stock or units
The term "market price" is defined in the purchase agreement as the Halliburton average share price for a specified period immediately preceding the closing date.
Stock Options
Grants Made Prior to November 17, 2014
On the closing date, your unvested stock options would fully vest. Any stock options, vested or unvested, you have not exercised prior to the closing date will be converted into options to purchase Halliburton common stock based on the formula below.
Grants Made on or after November 17, 2014
Any stock options granted to you by Baker Hughes on or after November 17, 2014 would vest according to the vesting schedule described in the award agreement. If you experience an involuntary termination of employment as defined in the purchase agreement during the one-year period starting on the closing date, your outstanding options would vest in full.
Baker Hughes stock options, vested or unvested, would be converted into Halliburton stock options as follows:
# of BHI shares under the option x (1.12 + ( $19 / HAL market price)) = # of HAL shares under the option
The adjusted exercise price would be determined as follows:
Original exercise price / (1.12 + ($19 / HAL market price)) = HAL exercise price
Stock options may be subject to further adjustments due to U.S. tax rules.
Stock Option Example:
Presume you received a stock option to purchase 1,000 shares of Baker Hughes common stock for a per share exercise/grant price of $35.81 that you have not yet exercised. Presume the HAL market price is $50.
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Formula to determine the adjusted number of HAL shares you may buy under the option:
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Number of BHI shares under the option x (1.12 + ( $19 / HAL market price)) = HAL shares under the option
1,000 BHI shares x (1.12 + ($19 / $50)) = 1,500 HAL shares
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Formula to determine the adjusted exercise price
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Original exercise price / (1.12 + ($19/ HAL market price)) = HAL exercise price
$35.81 / (1.12 + ($19 /$50)) = $23.88
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Examples of gross proceeds you may receive if you were to exercise your option and immediately sell the underlying HAL shares in a cashless exercise:
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HAL Stock Price at Exercise
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Total Gross Proceeds
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$45
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$31,680
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$50
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$39,180
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$55
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$46,680
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Stock options may be subject to further adjustments due to U.S. tax rules.
This summary is general in nature and does not reflect any change in control arrangement you may have with Baker Hughes. Please direct any additional inquiries to: Total.Rewards-Compensation@bakerhughes.com, and we will respond as quickly as we can.
Important Information For Investors And Stockholders
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 Baker Hughes Incorporated ("Baker Hughes") and Halliburton Company ("Halliburton"). In connection with this proposed business combination, Baker Hughes and/or Halliburton may file one or more proxy statements, registration statements, proxy statement/prospectus or other documents with the Securities and Exchange Commission (the "SEC"). This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document Baker Hughes and/or Halliburton may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BAKER HUGHES AND HALLIBURTON ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Baker Hughes and/or Halliburton, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Baker Hughes and/or Halliburton through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Baker Hughes will be 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. Copies of the documents filed with the SEC by Halliburton will be 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.
Participants in Solicitation
Baker Hughes, Halliburton, 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 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, which were filed with the SEC on June 10, 2014 and September 10, 2014. 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, 2013, which was filed with the SEC on February 7, 2014, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 8, 2014, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 which was filed with the SEC on October 24, 2014 and its Current Report on Form 8-K, which was filed with the SEC on July 21, 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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed acquisition of Baker Hughes by Halliburton, including any statements regarding the expected timetable for completing the proposed transaction, benefits and synergies of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements regarding Halliburton's and Baker Hughes' future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions, and the negative thereof, are intended to identify forward-looking statements.
All forward-looking information are subject to numerous risks and uncertainties, many of which are beyond the control of Baker Hughes and Halliburton, that 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 Baker Hughes' or Halliburton's stockholders; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the risk that 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 Baker Hughes and Halliburton and the ultimate outcome of Halliburton's operating efficiencies applied to Baker Hughes' products and services; the effects of the business combination of Baker Hughes and Halliburton, 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; civil unrest, government expropriations and/or epidemic outbreaks; final court approval of, and the satisfaction of the conditions in, Halliburton's September 2014 settlement relating to the Macondo well incident in the Gulf of Mexico; appeals of the multi-district litigation District Court's September 2014 ruling regarding Phase 1 of the trial, and future rulings of the District Court; results of litigation, settlements, and investigations not covered by the settlement or the District Court's rulings; actions by third parties, including governmental agencies, relating to the Macondo well incident; BP's April 2012 settlement relating to the Macondo well incident, indemnification, and insurance matters; with respect to repurchases of Halliburton common stock, the continuation or suspension of the repurchase program, the amount, the timing and the trading prices of Halliburton common stock, and the availability and alternative uses of cash; actions by third parties, including governmental agencies; changes in the demand for or price of oil and/or natural gas can be significantly impacted by weakness in the worldwide economy; consequences of audits and investigations by domestic and foreign government agencies and legislative bodies and related publicity and potential adverse proceedings by such agencies; protection of intellectual property rights and against cyber attacks; compliance with environmental laws; changes in government regulations and regulatory requirements, particularly those related to offshore oil and natural gas exploration, radioactive sources, explosives, chemicals, hydraulic fracturing services and climate-related initiatives; compliance with laws related to income taxes and assumptions regarding the generation of future taxable income; risks of international operations, including risks relating to unsettled political conditions, war, the effects of terrorism, and foreign exchange rates and controls, international trade and regulatory controls, and doing business with national oil companies; weather-related issues, including the effects of hurricanes and tropical storms; changes in capital spending by customers; delays or failures by customers to make payments owed to us; execution of long-term, fixed-price contracts; impairment of oil and natural gas properties; structural changes in the oil and natural gas industry; maintaining a highly skilled workforce; availability and cost of raw materials; and integration of acquired businesses and operations of joint ventures. Expectations regarding business outlook, including changes in revenue, pricing, capital spending, profitability, strategies for our operations, oil and natural gas market conditions, customers' business plans, market share and contract terms, costs and availability of resources, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters. Additional information concerning these and other factors can be found in Baker Hughes' and Halliburton's respective filings with the SEC and available through the SEC's Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including Baker Hughes' and Halliburton's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Baker Hughes' forward-looking statements are based on assumptions that Baker Hughes believes to be reasonable but that may not prove to be accurate. Baker Hughes and Halliburton assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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Baker Hughes
2929 Allen Parkway, Suite 2100
Houston, TX 77019