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Prospectuses and communications, business combinations

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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: Baker Hughes Incorporated

Subject Company: Baker Hughes Incorporated

Commission File No.: 001-09397

The following transcript is for a podcast made available to all Baker Hughes employees on October 16, 2015.

Baker Hughes Red-Blue Podcast Series
Podcast #1: “A Conversation with Belgacem Chariag”
AUDIO TRANSCRIPT

Participants

Interviewer: Mary Wiggins – Director of Internal Communications

Interviewee: Belgacem Chariag – VP and Chief Integration Officer

Introduction

Mary Wiggins:

Hello and welcome to the Red-Blue Podcast Series. I’m Mary Wiggins and with me I have Belgacem Chariag, Vice President and Chief Integration Officer and member of our executive leadership team. To give you some background on Belgacem, he’s held a variety of leadership positions within the company in last six years, including as president of the Eastern Hemisphere, and most recently as president of Global Products and Services. Currently Belgacem serves as the Baker Hughes Chief Integration Officer, leading our company’s efforts in the pending acquisition by Halliburton. Belgacem, thank you so much for joining us today.

Belgacem Chariag:

Well, good morning, Mary, and it’s my pleasure to be here. Thank you for the opportunity. I think these podcasts are a great way to share information with our employees. You know, we’ve had recent surveys with our employees and managers and we got strong feedback that our communication needs to be more frequent and in a more creative way. So we did take this to heart and we realize that changes often come with a lot of speculation, especially if they are with this magnitude, and that we want our employees to understand the facts about this proposed merger.

That said, I hope everyone understands that there are legal considerations and many things that we simply cannot talk about because we don’t know at this point of the process, so I do hope that these podcasts will bring more clarity and a little more information to our employees.

Q&A

Mary Wiggins:

Absolutely. So let’s start with an update. So what stage of the integration planning process are we in right now?

Belgacem Chariag:

Okay. Well, you know, we’ve been in this process for almost ten months at the moment. As you can imagine, we have efforts to try to join two companies the size of Baker Hughes and Halliburton and we know that is going to be complicated. It has been an amazing experience though

so far, and I have had the privilege of watching two great companies work together under a very contained and appropriate framework, of course, to plan a successful integration and I’m very proud to be part of this.

All our functions today and products and services are in their full planning mode, doing the integration planning, and they are preparing what we refer to as Day 1 which is a very important day in the companies coming together.

Mary Wiggins:

So, how do you make sure that Baker Hughes’ information is protected throughout this process?

Belgacem Chariag:

First let me restate the obvious. Until the transaction closes, we have to remember that we are still competitors, both Baker Hughes and Halliburton, in every sense of the word. To allow or enable the process to work, we have established ways of working so that we enable the sharing of certain information that is considered potentially competitive or to a certain extent sensitive. We have created and agreed on a legal protocol that enables us to do that in order to protect both companies. The protocol is very clear, it is very binding, and it is definitely extremely critical for the success of this process. Parallel to that, we have established a way of working so that our integration planning efforts are totally separate from our day-to-day business at Baker Hughes.

Mary Wiggins:

So I’m curious, how do you and your counterpart at Halliburton keep on top of the progress? Certainly this is just a massive undertaking.

Belgacem Chariag:

It’s a great question. I do have regular contact with Mark McCollum who is my Halliburton counterpart. We talk very frequently and we discuss relevant integration planning challenges, and how to maintain a strong collaborative environment between our two joint integration teams, and that is extremely important for both of us.

As far as updates from the Integration Planning Teams, we have joint what we call all-day meetings where the leaders from both sides of each workstream, they come together and report on their progress. We talk about integration plan priorities, we talk about barriers to success, and we talk about mitigation plans, of course. And so far there have been several of these meetings and these meetings have been a chance for joint work teams to do some validation or to, an extent, pressure-test their plans and report their readiness for Day 1.

Mary Wiggins:

So you’ve mentioned Day 1 a couple of times. If you could, can you define that for us?

Belgacem Chariag:

Right. Day 1 is actually the first day the companies come together following the transaction close. It is important to have a very successful Day 1 in any of these transactions. This means that it’s important that there is a seamless transition with very minimum disruption for both our employees and our customers.

Mary Wiggins:

Can you give us an example of what a Day 1 imperative looks like?

Belgacem Chariag:

Great. We have several Day 1 imperatives that we’re looking at in all the workstreams. Let me take IT as an example, first one. What imperatives in Day 1 for IT is that every Baker Hughes employee will have a Halliburton email, they will have access to cross-company information straightaway on Day 1. Another example is from finance. We need to have solutions for things like inter-company transactions, management reporting and overall approval process. Another example is related to operational readiness, and that is to have very clear structure, clear roles and responsibilities, uninterrupted execution and sales processes, etc. And the goal of the integration planning is to deliver a successful Day 1 and a viable plan to transition all other integration elements post that day.

Mary Wiggins:

So let’s shift gears just a little bit and talk about the recently proposed Baker Hughes divestitures. How does this...


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