UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 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): September 5, 2017

 

BAKER HUGHES, A GE COMPANY				BAKER HUGHES, A GE COMPANY, LLC
		(Exact name of registrant as specified in its charter)
Delaware	1-38143	81-4403168		Delaware	1-09397	76-0207995
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)		(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
		17021 Aldine Westfield Road
		Houston, Texas 77073

 

Registrant’s telephone number, including area code: (713) 439-8600

(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:

 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Item 7.01. Regulation FD Disclosure.

 

Following the presentation by the President and Chief Executive Officer of Baker Hughes, a GE company (the “Company”), Lorenzo Simonelli, at the Barclays 2017 CEO Energy-Power Conference in New York on September 5, 2017, the Company is hereby releasing certain supplemental financial information furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. In accordance with General Instructions B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

In addition to financial results determined in accordance with generally accepted accounting principles (“GAAP”) that are included in the presentation, certain information included therein could be considered non-GAAP financial measures (as defined under the SEC’s Regulation G). Any non-GAAP financial measures should be considered in addition to, and not as an alternative for, or superior to, operating income (loss) cash flows or other measures of financial performance prepared in accordance with GAAP as more fully discussed in the Company’s financial statements, including the notes thereto, and filings with the SEC.

 

Item 9.01. Financial Statements and Exhibits. (Information furnished in this Item 9.01 is furnished pursuant to Item 9.01.)

 

(d) Exhibits.

 

99.1*       Supplemental Presentation of Baker Hughes, a GE company, dated September 5, 2017.

* Furnished herewith

 

 

Signature

 

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.

 

		BAKER HUGHES, A GE COMPANY
Dated: September 5, 2017		By:		/s/ Lee Whitley
				Lee Whitley Corporate Secretary

 

 

		BAKER HUGHES, A GE COMPANY, LLC
Dated: September 5, 2017		By:		/s/ Lee Whitley
				Lee Whitley Corporate Secretary

 

EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 99.1		Supplemental Presentation of Baker Hughes, a GE company, dated September 5, 2017.

 

 

Exhibit 99.1

 

 

 

 

BHGE supplemental disclosure 1 1Q’16 2Q’16 3Q’16 4Q’16 TY’16 1Q’17 2Q’17 Revenues Orders ($ in millions) TY’15 Turbomachinery & Process Solutions $8,120 $1,316 $1,632 $1,218 $1,884 $6,050 $1,439 $1,575 Oilfield Services 16,458 2,787 2,480 2,448 2,535 10,250 2,397 2,530 Oilfield Equipment 3,695 450 477 524 766 2,218 501 797 Digital Solutions 2,955 681 696 656 710 2,743 646 698 Eliminations (109) (66) (49) (15) (25) (155) (15) (24) Total BHGE $31,118 $5,170 $5,237 $4,831 $5,869 $21,106 $4,968 $5,576 Turbomachinery & Process Solutions $7,999 $1,745 $1,725 $1,480 $1,887 $6,837 $1,741 $1,589 Oilfield Services 16,590 2,781 2,470 2,425 2,517 10,194 2,393 2,529 Oilfield Equipment 5,063 967 894 830 854 3,545 677 688 Digital Solutions 2,849 605 662 627 720 2,615 588 629 Eliminations (79) (22) (25) 13 (55) (89) (27) (22) Total BHGE $32,421 $6,075 $5,727 $5,375 $5,924 $23,102 $5,371 $5,412

 

BHGE supplemental disclosure 2 ($ in millions) TY’15 1Q’16 2Q’16 3Q’16 4Q’16 TY’16 1Q’17 2Q’17 Operating income Turbomachinery & Process Solutions $1,680 $326 $357 $258 $313 $1,255 $361 $136 Oilfield Services 50 (260) (458) (40) (10) (767) 81 27 Oilfield Equipment 700 66 65 60 129 320 37 15 Digital Solutions 432 43 60 109 107 318 51 50 Eliminations - - - - - - - - Total BHGE $2,861 $176 $24 $387 $539 $1,126 $529 $228 Corporate $(413) $(132) $(93) $(113) $(178) $(516) $(159) $(109) Merger, Restructuring, Impairment & Other $(5,038) $(469) $(592) $(431) $(384) $(1,876) $(244) $(264) Operating Income - a) $(2,590) $(425) $(662) $(157) $(22) $(1,266) $126 $(145) Adjusted Operating Income - b) $2,448 $44 $(69) $274 $361 $610 $370 $119 (a - excludes non - operating income & losses (b - Adjusted Operating Income is a non - GAAP measure. Defined as Operating Income excluding “merger, restructuring, integration, impairment & other”

BHGE supplemental disclosure 3 ($ billions) This presentation (and oral statements made regarding the subjects of this presentation) may contain forward - looking statements 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, (each a “forward - looking statement”). The words “an ticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “prob abl e,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward - looking statements. There are many risks and uncertainties that could cause actual results to differ materially from our forward - looking statements. These forward - looking statements are also affected by the risk factors described in the Company’s Registration Statement on Form S - 4 (File No. 333 - 216991), filed on May 25, 2017; and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bhge.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at: www.sec.gov . We undertake no obligation to publicly update or revise any forward - looking statement. Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas mar ket conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters. These forward - looking statements, inclu ding forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors: integration ac tiv ities - the ability to successfully integrate Baker Hughes and GE Oil & Gas, including operations, technologies, products and services; economic and political conditions - the impact of worldwide economic conditions; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital mark ets in locations where we operate; and the impact of government disruptions; dependence on GE - we will be substantially dependent upon GE, which will be a significant supplier, and any failur e by GE to supply us in accordance with applicable contractual terms could have a material effect on our business; oil and gas market conditions - the level of petroleum industry exploration, devel opment and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; sev ere weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPE C n ations to their OPEC production quotas; and terrorism and geopolitical risks - war, military action, terrorist activities or extended periods of international conflict, particularly invo lving any petroleum - producing or - consuming regions; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cyb ers ecurity risks and cyber incidents or attacks; epidemic outbreaks. The financial results included herein are unaudited and have not been reviewed by our independent accountants. The results re por ted in these historical financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year or future periods. In addition, as part of the BHG E i ntegration, we will continue to assess our business operations and may, if and when appropriate, modify our operating and financial reporting structure, which may result in adjustments to our historic al financial statements. In addition to financial results determined in accordance with generally accepted accounting principles (“GAAP”) that are inc lud ed in the presentation, certain information included herein could be considered non - GAAP financial measures (as defined under the SEC’s Regulation G). Any non - GAAP financial measures should be cons idered in addition to, and not as an alternative for, or superior to, operating income (loss), cash flows, or other measures of financial performance prepared in accordance with GAAP as more ful ly discussed in the Company’s financial statements, including the notes thereto, and filings with the SEC .