Halliburton Co. (NYSE: HAL) commenced a modified “Dutch auction” tender offer to repurchase shares of its common stock for up to US $3.3 billion.

Pursuant to the tender offer, company stockholders may tender all or a portion of their shares (1) at a price specified by the tendering stockholder of not less than $42.50 and not more than $48.50 per share or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, Halliburton will determine the lowest price within the range of prices specified above enabling Halliburton to purchase up to $3.3 billion in the aggregate of its common stock. Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tenders in the event that the aggregate cost to purchase all of the shares validly tendered and not validly withdrawn at or below the purchase price exceeds $3.3 billion. These provisions are described in the offer to purchase and in the letter of transmittal relating to the tender offer that will be distributed to stockholders. All shares purchased by Halliburton will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders.

The tender offer will not be conditioned upon any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions, including a financing condition, specified in the offer to purchase. The tender offer will expire on August 22, unless extended or terminated by Halliburton. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. Stockholders wishing to tender their shares but who are unable to deliver them physically or by book-entry transfer prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the procedures set forth in the offer to purchase for tendering by notice of guaranteed delivery.

Georgeson Inc. is information agent. Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are lead dealer managers. Merrill Lynch, Pierce, Fenner & Smith Inc. is co-dealer manager. Computershare Trust Co. N.A. is the depositary.

Halliburton’s board of directors has approved the tender offer. However, none of the company, the company’s board of directors, the dealer managers, the information agent or the depositary makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. No person is authorized to make any such recommendation. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered. In doing so, stockholders should read carefully the information in, or incorporated by reference in, the offer to purchase and in the letter of transmittal (as they may be amended or supplemented), including the purposes and effects of the offer. Stockholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.

Halliburton Co. provides a range of services and products for the exploration, development, and production of oil and natural gas. The company is based in Houston.