These materials are not a substitute for the Registration Statement that Baker Hughes Incorporated
(
“Baker Hughes”
) filed with the Securities and Exchange Commission (the
“SEC”
) in connection with
the proposed transaction with BJ Services Company (
“BJ Services”
), or the definitive joint proxy
statement/prospectus sent to security holders of Baker Hughes and BJ Services on or about February
16, 2010 seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES
AND BJ SERVICES ON OR ABOUT FEBRUARY 16, 2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING
DETAILED RISK FACTORS. Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Baker Hughes and BJ Services with the SEC at the
SEC’s web site at www.sec.gov. This document does not constitute an offer to sell, or a
solicitation of an offer to buy, any shares of Baker Hughes or BJ Services common stock.
The definitive joint proxy statement/prospectus and such other documents (relating to Baker Hughes)
may also be obtained from Baker Hughes for free from Baker Hughes’ web site at
www.bakerhughes.com/investor or by directing a request to: Baker Hughes Incorporated, 2929 Allen
Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713)
439-8600. The definitive joint proxy statement/prospectus and such other documents (relating to BJ
Services) may also be obtained from BJ Services for free from BJ Services’ web site at
www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas
77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.
Baker Hughes, its directors, executive officers and certain members of management and employees may
be considered “participants in the solicitation” of proxies from Baker Hughes’ stockholders in
connection with the proposed transaction. Information regarding such persons and a description of
their interests in the proposed transaction are contained or incorporated by reference in the
definitive joint proxy statement/prospectus filed with the SEC.
BJ Services, its directors, executive officers and certain members of management and employees may
be considered “participants in the solicitation” of proxies from BJ Services’ stockholders in
connection with the proposed transaction. Information regarding such persons and a description of
their interests in the proposed transaction are contained or incorporated by reference in the
definitive joint proxy statement/prospectus filed with the SEC.
Except for the historical information set forth in this document, the matters discussed in this
document are forward-looking statements that involve certain assumptions and known and unknown
risks, uncertainties and other factors that could cause our actual results to differ materially.
Such forward-looking statements include, but are not limited to, statements about the benefits of
the business combination transaction involving Baker Hughes and BJ Services, including expected
future financial and operating results, anticipated accretion to Baker Hughes’ earnings per share
arising from the transaction, the expected amount and timing of cost savings and operating
synergies, whether and when the transactions contemplated by the merger agreement will be
consummated, the new combined company’s plans and other expectations, objectives, intentions and
other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: the ability to obtain regulatory approvals for the
transaction and the approval of the merger agreement by the stockholders of both parties; the risk
that the cost savings and any other synergies from the transaction may not be realized or take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the ability to successfully
integrate the businesses; unexpected costs or unexpected liabilities that may arise from the
transaction, whether or not consummated; the inability to retain key personnel; continuation or
deterioration of current market conditions; the outcome of any litigation; future regulatory or
legislative actions that could adversely affect the companies; and the business plans of the
customers of the respective parties. Additional factors that may affect future results are
contained in Baker Hughes’ and BJ Services’ filings with the SEC, which are available at the SEC’s
web site at www.sec.gov. Except as required by law, neither Baker Hughes nor BJ Services intends to
update or revise statements contained in these materials based on new information, future events or
otherwise.
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Forward-Looking Statements
Information set forth in this document (and all oral statements made regarding the subjects of this document)
contain "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as amended),
which reflect our expectations regarding future events without taking into account the impact of the pending
transaction to acquire BJ Services Company. Such forward-looking statements include, but are not limited to,
statements about our expectations regarding our business outlook and business plans, the business plans of our
customers, changes in revenue, pricing, expenses, capital spending, backlogs, profitability, tax rates, strategies for
our operations, impact of our common stock repurchases, oil and natural gas market conditions, market share and
contract terms, costs and availability of resources, economic and regulatory conditions, and environmental matters.
Our forward-looking statements are based on assumptions that we believe to be reasonable but that may not prove
to be accurate.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking
statements: the level of petroleum industry exploration, development and production expenditures; the price of,
volatility in pricing of, and the demand for, crude oil and natural gas; the ability to obtain regulatory approvals for the
pending transaction to acquire BJ Services Company and the approval of the transaction by stockholders; the ability
to successfully integrate any acquired businesses and unexpected costs or unexpected liabilities that may arise from
any transaction, whether or not consummated; the outcome of pending litigation; the inability to retain key personnel;
continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely
affect our business; and the business plans of customers. Additional factors that may affect future results are
contained in our filings with the Securities and Exchange Commission ("SEC"), which are available at the SEC's web
site http://www.sec.gov. Baker Hughes disclaims any obligation to update and revise statements contained in these
materials based on new information or otherwise.
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