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 6, 2022
(Exact name of registrant as specified in charter)
| (State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | (State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| - | ||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
In connection with today’s announcement of Baker Hughes Company’s (the “Company”) restructuring and simplifying of its organizational structure, Neil Saunders will be departing the Company. The Company and Mr. Saunders have agreed to discuss an appropriate transition period, during which Mr. Saunders will transition his duties to other management personnel. The Company thanks Mr. Saunders for his significant contributions to the Company and wishes him success in his future endeavors.
Item 7.01 Regulation FD Disclosure.
On September 6, 2022, the Chairman, President and Chief Executive Officer of the Company, Lorenzo Simonelli, presented at the Barclays 2022 CEO Energy-Power Conference in New York at 12:40 p.m. Eastern time. A copy of the presentation and news release is furnished with this Form 8-K as Exhibit 99.1 and 99.2, respectively, 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.
(d) Exhibits.
99.1* | |||||
99.2* | |||||
| 101.SCH* | Inline XBRL Schema Document | ||||
| 101.CAL* | Inline XBRL Calculation Linkbase Document | ||||
| 101.LAB* | Inline XBRL Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Presentation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Definition Linkbase Document | ||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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 COMPANY | ||||||||||||||
| Dated: September 6, 2022 | By: | /s/ Regina Jones | ||||||||||||
| Regina Jones Chief Legal Officer | ||||||||||||||
| BAKER HUGHES HOLDINGS LLC | ||||||||||||||
| Dated: September 6, 2022 | By: | /s/ Regina Jones | ||||||||||||
| Regina Jones Chief Legal Officer | ||||||||||||||
Copyright 2022 Baker Hughes Company. All rights reserved. The information contained in this document is company confidential and proprietary property of Baker Hughes and its affiliates. It is to be used only for the benefit of Baker Hughes and may not be distributed, transmitted, reproduced, altered, or used for any purpose without the express written consent of Baker Hughes. Barclays CEO Energy Power Conference Lorenzo Simonelli, Chairman & CEO September 6, 2022
2 Copyright 2022 Baker Hughes Company. All rights reserved. This presentation (and oral statements made regarding the subjects of this release) 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 “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “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 annual report on Form 10-K for the period ended December 31, 2021 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.bakerhughes.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. The Company presents its financial results in accordance with GAAP; however, management believes that using additional non-GAAP measures will enhance the evaluation of the profitability of the Company and its ongoing operations. See the Appendix of this presentation for a reconciliation of GAAP to non-GAAP financial measures.
3 Copyright 2022 Baker Hughes Company. All rights reserved. KEY MESSAGE Uniquely positioned to capitalize on cyclical commodity tailwinds and structural growth of energy transition Improving margins and investing in leading industrial and energy transition technologies Streamlining our corporate structure to deliver strategic and operational benefits Enhancing returns, generating strong free cash flow, delivering more value to shareholders Sharpening our focus on building a differentiated Energy Technology Company OUR PATH FORWARD
Baker Hughes is positioned to capitalize on the evolving energy landscape 4 Copyright 2022 Baker Hughes Company. All rights reserved. MACRO OUTLOOK SecureAffordable Sustainable The Energy Trilemma • Recent geopolitical events have re-drawn the global energy map, significantly changing the macro-outlook • Governments are re-balancing their priorities between sustainability, security, and affordability • “Net Zero” ambitions remain urgent … energy crisis changing perceptions … influencing a more balanced approach • The need for increased investment in all forms of energy becoming more apparent to all parties KEY MACRO THEMESENERGY NEEDS TO BE: Well positioned to help address the Energy Trilemma … key driver of near-term upstream & LNG spend, and growth in new energy technology investments
Re-investing in growth opportunities while returning almost $8B of capital since 2017 Our strategy evolution continues 5 Copyright 2022 Baker Hughes Company. All rights reserved. OUR JOURNEY Successfully executing across all three pillars of our strategy to lead the energy transition 1. Includes announced divestiture of Nexus Controls 2. Includes announced acquisitions of Altus Intervention, AccessESP, BRUSH Group Power Generation and Quest Integrity 3. CPS – Clean Power Solutions 4. Free Cash Flow is a non-GAAP measure – see appendix and latest financial disclosures for non-GAAP to GAAP reconciliations Transform the core Margin expansion - 210 bps margin expansion ’17-’21 despite volume down 6% Enhanced FCF4 conversion – from 43% of adj. EBITDA5 in ‘18 to 68% in ‘21 Portfolio rationalization – $1.3B1 of dispositions Position for new frontiers Clean technology acquisition – Over 10 new technologies acquired Developing broad portfolio – Deploying capital across CCUS, hydrogen, CPS3 & geothermal Early commercial success – $350+M new energy orders over the last 18 months Invest for growth Tuck-in M&A - $2.1B2 of strategic acquisitions & investments Disciplined approach - Recycling disposal proceeds in acquisitions and investments Targeting select technologies - Investing for growth across upstream & industrial sectors 11.0% 13.1% 2017 2021 Adj. EBITDA % Power Generation IAM OFS Inspection Industrial CCUS Hydrogen CPS Geothermal 5. Adj. EBITDA is a non-GAAP measure – see appendix and latest financial disclosures for non-GAAP to GAAP reconciliations
Transforming the company to drive profitability & enhance optionality 6 Copyright 2022 Baker Hughes Company. All rights reserved. THE NEXT STEP IET 46% OFSE 54% IET 41% OFSE 59% IET 45% OFSE 55% ORDERS REVENUE Adj EB ITDA 2 $21.7B $20.5B $2.7B NEW REPORTING SEGMENTS 1 ELIMINATION OF FOUR PRODUCT CO STRUCTURES STREAMLINED HQ C O R P O R A T E F U N C T I O N S Oilfield Services & Equipment (OFSE) EVP OFSE: Maria Claudia Borras Industrial & Energy Technology (IET) EVP IET: Rod Christie OFS OFE TPS DS ✓ Creating two business segments focused on different growth profiles ✓ Reducing Executive Leadership team ✓ Removing management layers ✓ Simplifying operations to enhance profitability ✓ Enhancing organizational vitality Cost out across HQ, OFSE & IET $150M Reduction in CEO direct reports ~25% CHANGING THE WAY WE OPERATE Maximizing returns while positioning for strategic optionality TWO CORE BUSINESSES 1 . ‘21 Data 2. Adj. EBITDA is a non-GAAP measure – see appendix and latest financial disclosures for non-GAAP to GAAP reconciliations. Note % OFSE / IET calculated from segment EBITDA (ex Corporate)
Strategic & operational advantages of new streamlined structure 7 Copyright 2022 Baker Hughes Company. All rights reserved. 1. Note: calculated from the top 25 customers who have purchased products and services from both IET & OFSE. THE NEXT STEP ✓Maintain Scale • Global facilities & supply chain • Leading engineering and R&D expertise ✓Position for evolving customer needs • Capitalize on IET and OFSE customer overlap • Provide solutions across the energy value chain: CCUS, Geothermal, Emissions Mgmt & Digital ✓Simplified Org & Flexibility • Leaner cost structure, faster decision making • Efficient capital allocation • New operational roles for key talent ✓ Enhances strategic optionality • Ability to rapidly execute a new corporate structure as priorities and market conditions evolve Benefits and operational improvements of new structure A3/A- Credit Rating ~40% of 2021 revenue shared across top 25 customers1 50+% Targeted FCF conversion 60-80% Targeted FCF returned to shareholders Oilfield Services & Equipment (OFSE) Industrial & Energy Technology (IET) Maximizing value in a maturing industry • Maturing industry fundamentals • Leveraged to upstream spending cycles • Focused on margin expansion • Technology differentiation and capital light model • Capital discipline and strong FCF generation Maximizing long-term growth potential in an evolving market • Long-term structural growth outlook • Leveraged to LNG, industrial & New Energy • Investing for long-term growth • High impact solutions to facilitate Energy Transition Enhancing execution… capitalizing on different spending cycles across a shared customer base
Production focused portfolio with strong international presence 8 Copyright 2022 Baker Hughes Company. All rights reserved. OFSE Oilfield Services & Equipment Reporting Segments – Revenue TY ‘21 North America $2.8B Latin America $1.2B Europe, Russia/CIS, SSA $1.8B Middle East, Asia $3.7B 29% 13% 19% 39% OFS 2021 REGIONAL REVENUE SPLIT1 $9.5B North America $0.1B Latin America $0.5B Europe, Russia/CIS, SSA $1.0B Middle East, Asia $0.9B 19% 42% $2.5B 35% Production Solutions Subsea & Surface Pressure Systems Well Construction Completions, Intervention & Measurements $3.3B $3.1B $3.1B $2.5B • Artificial Lift Systems • Oilfield & Industrial Chemicals • Subsea Production Systems • Flexible Pipe Systems • Surface Pressure Control OFE 2021 REGIONAL REVENUE SPLIT2 5% • Drilling Services • Drill Bits • Drilling & Completion Fluids • Completions & Well Intervention • Wireline Services • Cementing • International Pressure Pumping 1. Note: OFS revenue splits for 2021. OFS Russia operations sale announced in August 2022, expected to close 2H 2022. OFS Russia revenue was $0.5B in 2021. 2. Note: OFE revenue splits for 2021. OFE Russia revenue was $0.2B in 2021.
Evolving our business models Moving from selling products to more solutions-based offerings: Well Construction • Leading technology integrated into automated and remote operations workflows Completions, Intervention, and Measurements • Diverse portfolio of technology to evaluate, intervene and complete Production Solutions • Full-scale solutions from Lift, Chemicals, and Surface Pressure Control to smart production integrated solutions Capitalize on multi-year cycle Multiple initiatives to capitalize on growth cycle and position for the future: • Strong upstream spending expected ‘21-’24 • Leverage strong presence in Middle East, NAM, and offshore • Evaluate portfolio, rationalize non-strategic products and markets Develop new energy portfolio Leveraging subsurface to surface portfolio to provide long-term growth in New Energy markets Geothermal2 • Uniquely positioned through subsurface and power generation expertise to be technology partner of choice CCUS • Leading CO2 storage technology provider Developing new solutions for current and evolving upstream market 9 Copyright 2022 Baker Hughes Company. All rights reserved. OFSE 39% 29% Middle East, Asia North America OFS 2021 REVENUE1 1. Note: % of OFS Revenues 2021 2. Image of the Mahanagdong geothermal facility which utilizes GreenFire’s technology - courtesy of the Energy Development Corporation - the Philippines’ largest geothermal producer.
Volume Chemicals normalization Cost synergies Supply chain & product cost 14 % 20 % 10 Copyright 2022 Baker Hughes Company. All rights reserved. OFSE Capitalize on macro tailwinds • Multiyear upstream cycle to bolster growth • Well positioned in key markets – Middle East, NAM, offshore • Continue to high grade portfolio and geographic footprint, rationalize cost base Invest in new strategic initiatives • Build upon current portfolio to develop integrated production solutions • Develop geothermal and carbon storage technologies • Accelerate commercialization of key technologies Portfolio integration & actions • Execute at least $60 million in cost out through OFS/OFE integration • Right-size facilities footprint • Fix OFE supply chain • Leverage combined engineering resources • Leverage commercial relationships of OFS • Re-assess SPS strategy Positioned for cyclical upturn and preparing for new energy order OFSE strategy and execution Cost out in 2023 $60+M ROIC 15%1 OFSE 1H‘22 OFSE ’24-’25 Financial targets Pathway to 20% EBITDA margins 1. Note: ROIC is defined as NOPAT / (non-cash net working capital + PP&E+ Goodwill + Intangibles) EBITDA 20%
A broad industrial and energy portfolio 11 Copyright 2022 Baker Hughes Company. All rights reserved. IET Industrial & Energy Technology Reporting Segments – Revenue TY ’21 Equipment $2.9B Gas Turbines • Aeroderivative & heavy-duty gas turbines • API steam turbines Compressors • Centrifugal, axial compressors • API reciprocating compressors Gas technology Services $2.7B Services & Aftermarket • Contractual Service Agreements • Transactional • Spares • Repairs & Upgrades • Customer training • Field service engineers Condition Monitoring $0.6B • Condition monitoring and protection devices • Advanced machinery diagnostic software solutions Industrial technology Inspection $0.9B Sensing • Ultrasonic • Film, radiography remote visual, X-ray Software & Services • Pre-commissioning services (pipelines) • Remote monitoring Pumps, Valves & Gears $0.8B • Centrifugal pumps • Process, control & safety valves • Gears and bearings PSI & Controls $0.6B • Flow, gas, moisture (Panametrics) • Nuclear instrumentation and downhole (Reuter-Stokes) • Pressure (Druck) • Nexus Controls1 Climate Technology Solutions Industrial Asset Management • CCUS • Hydrogen • Clean Power Solutions • Emissions Management • CO2 Abatement • Industrial Equip. Health • Asset Strategy Management • Emissions • Process Optimization ~65% IET revenue 2021 ~35% IET revenue 2021 Growth Areas 1. Nexus Controls sale announced in July 2022, expected to close 1H 2023. Note: PSI - Precision Sensors & Instrumentation
Attractive near-term growth… Gas, Industrial & New Energy Copyright 2022 Baker Hughes Company. All rights reserved. IET 420 ~600 ~4601 ~1502 50+ ~800 2021 FID '17 - 1H'22 FID 2H'22 -'23 FID '24 -'25 2030 ~100-125 Driving orders in 2H‘22-’25 ~40% growth in Gas Tech installed base by ‘25 BKR technology in operation / selected LNG FIDs ’22-’25 Other LNG tech Upstream O&G 27% LNG / Midstream 42% Downstream O&G 14% Industrial 11% Power 4% Other 2% $8.5B LNG outlook… strong order growth near-term IET Diversified End Markets – 2021 revenues NEAR-TERM DRIVERS • Services represent ~45% of total IET revenues • Double digit top line growth from equipment orders ‘22-’25 • Building off a strong foundation in hydrogen & CCUS … driving orders STRATEGIC PRIORITIES $10-11B Expected orders in ‘22-’23 $1.4B Recurring in 2021 ~$200M New Energy orders in 2022 • Consolidate and operationally improve industrial businesses, focus on driving margin improvement • Scale up research and investments in new energy portfolio … R&D ~3-4% of revenue • Develop and commercialize digital capabilities across IET… IAM, outcome based solutions 12 1. Source: S&P Global Liquefaction Database 08.16.22 2. Note: excludes 28 MTPA of Russian projects under construction
Energy Transition drives long-term growth Copyright 2022 Baker Hughes Company. All rights reserved. IET 70%+ est. growth in global LNG capacity by ~2030 3x IAM orders by 2027 13 Driving to double revenues 2021 2030+ Gas Tech Industrial Tech CTS IAM ~65% ~35% $8.5B • Significant growth in services revenue • Commercialize H2 and CCUS investments, driving strong CTS revenue growth • Leverage current technologies to drive efficiencies and decarbonize industrial sectors • Leverage IAM investments to expand recurring revenue base KEY DRIVERS OF GROWTH OUTLOOK INVESTMENT APPROACH FOR HIGH GROWTH AREAS • Targeting CTS and IAM for long-term growth • Targeting ~$0.3B-$0.4B of annual R&D across IET to drive new technology commercialization • Foundational technology investments across existing IET portfolio … efficiency improvements in gas turbine offerings to reduce emissions and target technology cost-out 1. Source: S&P Global Inflections Scenario – Energy-related CO2 emissions by sector (before CCS savings) Industrial 2021. 08.22 ~20% of global emissions1 $6-7B New Energy orders by 2030 ~2X
14 Copyright 2022 Baker Hughes Company. All rights reserved. IET Capitalize on macro tailwinds • Natural gas leader across value chain, with unrivalled LNG presence • Leading compression and gas turbine technology, driving differentiation across multiple markets • Growing installed base and service franchise Invest in new strategic initiatives • Growing in industrial markets, leveraging flow control and condition monitoring expertise • Grow CTS in CCUS, H2, Clean Integrated Power Solutions and Emissions Management • Develop IAM capabilities for energy and industrial customers Portfolio integration & actions • Execute at least $50 million in cost out through TPS/DS integration • Streamline and re-position supply chain • Lower cost product design • Integration of key technologies (Bently Nevada, Inspection) IET strategy and execution Cost out in 2023 $50+M ROIC 20%1 Creating a market leader for a net-zero economy Financial targets Volume/mix Cost synergies Supply chain & product design IET 2021 IET ‘25-’26 16 % 20 % Pathway to 20% EBITDA margins 1. Note: ROIC is defined as NOPAT / (non-cash net working capital + PP&E+ Goodwill + Intangibles) EBITDA 20%
Delivering on FCF1 potential FREE CASH FLOW & RETURNS Continued emphasis on free cash flow & returns to shareholders Copyright 2022 Baker Hughes Company. All rights reserved. $1.2B $1.2B $0.5B $1.8B 2018 2019 2020 2021 22%38% 68%FCF Conv. % 43% $0.7B$1.0B $1.2BCapital returned $3.3B 144%86% 65%%FCF 269% Driving financial returns • Disciplined investment combined with returning cash to shareholders • ~$2.1B inorganic investments1 funded partially through ~$1.3B of disposals2 proceeds • Targeting 60-80% of FCF returned to shareholders • Returned $8B back to shareholders since company formation • On pace to return ~$1.5B back to shareholders in 2022 15 1. Note: Free Cash Flow is a non-GAAP measure – see appendix and latest financial disclosures for non-GAAP to GAAP reconciliations 1. Includes announced acquisitions of Altus Intervention, AccessESP, BRUSH Group Power Generation and Quest Integrity. 2. Includes announced divestiture of Nexus Controls
• Expanded reporting of workforce DEI metrics and published a public US EEO-1 report summary • Updated process to evaluate and reconcile pay equity across the company. • Established Global DEI Council to increase accountability Enacting new programs to promote inclusion and diversity Committed to sustainability 16 Copyright 2022 Baker Hughes Company. All rights reserved. SUSTAINABIL ITY Led by our purpose of making energy cleaner, safer, and more efficient for people and the planet DRIVING CARBON FOOTPRINT REDUCTION • Investing in low carbon energy technologies enabling customer’s emissions reduction • Four new (nine total) categories of Scope 3 emissions reported • 24% of Baker Hughes electricity comes from renewables or zero- carbon sources • Launched the “Carbon Out” Program COMMITTED TO DIVERSITY, EQUITY AND INCLUSION • Our commitment to HSE starts at the highest levels of our company and is embedded throughout all layers of the organization. • 99 sites certified to ISO 1400 and 270 to ISO 9001 • Increased focus on mental and emotional wellbeing • Zero substantiated complaints concerning breaches of customer privacy and losses of customer data HEALTH, SAFETY & WELLNESS ETHICS, COMPLIANCE, AND TRANSPARENCY • 92% of all employees completed annual Code of Conduct training, • 100% of governance-body members received training on anti-corruption Reduction in Baker Hughes Scope 1 and 2 GHG emissions compared to 2019 baseline Providing a safe and healthy workplace for all Improving external reporting & internal processes 23% Reduction in Scope 1&2 GHG emissions vs. 2019
Restructuring from four product companies into two business segments, improving operations and enhancing future optionality Disciplined investment in new energy and industrial technologies… Lead in climate change Capitalizing on the current multi-year upstream spending cycle and the next wave of LNG investment Prioritizing free cash flow and returning capital to our shareholders 17 Copyright 2022 Baker Hughes Company. All rights reserved. OUR STRATEGIC PURPOSE Committed to creating shareholder value ACTION PLAN TO DELIVER SHAREHOLDER VALUE Create new operational roles for upcoming talent
Appendix 18 Copyright 2021 Baker Hughes Company. All rights reserved.
GAAP to Non-GAAP Reconciliations 19 Copyright 2022 Baker Hughes Company. All rights reserved. APPENDIX ($ in millions) Reconciliation of Cash Flow From Operating Activities to Free Cash Flow Non-GAAP reconciliation TY20172 TY2018 TY2019 1Q2020 2Q2020 3Q2020 4Q2020 TY2020 1Q2021 2Q2021 3Q2021 4Q2021 TY2021 1Q2022 2Q2022 1H2022 Cash flow from operating activities (GAAP) (1,028) 1,762 2,126 478 230 219 378 1,304 678 506 416 773 2,374 72 321 393 Add: cash used in capital expenditures, net of proceeds from disposal of assets (575) (537) (976) (325) (167) (167) (127) (787) (180) (121) (111) (129) (541) (177) (174) (351) Free cash flow (Non-GAAP) (1,602) 1,225 1,150 152 63 52 250 518 498 385 305 645 1,832 (105) 147 42 Note: certain columns and rows may not add up due to the use of rounded numbers. Non-GAAP reconciliation TY20172 TY2018 TY2019 1Q2020 2Q2020 3Q2020 4Q2020 TY2020 1Q2021 2Q2021 3Q2021 4Q2021 TY2021 1Q2022 2Q2022 1H2022 Revenue 21,841 22,877 23,838 5,425 4,736 5,049 5,495 20,705 4,782 5,142 5,093 5,485 20,502 4,835 5,047 9,882 Operating Income (loss) (GAAP) (409) 701 1,074 (16,059) (52) (49) 182 (15,978) 164 194 378 574 1,310 279 (25) 253 Less: Merger, Impairment, Restructuring & Other (1,265) (691) (528) (16,299) (156) (283) (281) (17,018) (106) (139) (24) 3 (266) (70) (402) (472) Adjusted Operating Income (Non-GAAP) 856 1,391 1,602 240 104 234 462 1,040 270 333 402 571 1,576 348 376 725 Add: Depreciation & Amortization 1,537 1,486 1,418 355 340 315 307 1,317 292 278 262 273 1,105 277 275 551 Adjusted EBITDA (Non-GAAP) 2,393 2,877 3,020 594 444 549 770 2,357 562 611 664 844 2,681 625 651 1,276 Adjusted EBITDA Margin (Non-GAAP)1 11.0% 12.6% 12.7% 11.0% 9.4% 10.9% 14.0% 11.4% 11.7% 11.9% 13.0% 15.4% 13.1% 12.9% 12.9% 12.9% Reconciliation of Operating Income to Adjusted EBITDA and Adjusted EBITDA Margin 1. Adjusted EBITDA divived by Total Revenue 2. 2017 includes BHGE pre-merger results
OFSE and IET GAAP to Non-GAAP Reconciliations 20 Copyright 2022 Baker Hughes Company. All rights reserved. APPENDIX ($ in millions) Note: certain columns and rows may not add up due to the use of rounded numbers. 2017 includes BHGE pre-merger results Non-GAAP reconciliation TY2017 TY2018 TY2019 1Q2020 2Q2020 3Q2020 4Q2020 TY2020 1Q2021 2Q2021 3Q2021 4Q2021 TY2021 1Q2022 2Q2022 1H2022 OFSE Revenue 13,022 14,258 15,809 3,851 3,106 3,034 2,993 12,984 2,827 2,995 3,021 3,185 12,028 3,017 3,230 6,247 OFS Revenue 10,361 11,617 12,889 3,139 2,411 2,308 2,282 10,140 2,200 2,358 2,419 2,566 9,542 2,489 2,689 5,178 OFE Revenue 2,661 2,641 2,921 712 696 726 712 2,844 628 637 603 619 2,486 528 541 1,070 OFSE Operating Income (loss) (GAAP) 317 785 972 198 31 112 165 506 147 199 204 280 830 213 249 461 OFS Operating Income 292 785 917 206 46 93 142 487 143 171 190 256 761 221 261 482 OFE Operating Income 26 0 55 (8) (14) 19 23 19 4 28 14 23 69 (8) (12) (20) Add: OFSE Depreciation & Amortization 1,211 1,176 1,160 294 282 252 244 1,072 233 221 205 215 874 222 221 443 OFS Depreciation & Amortization 1,024 1,003 985 249 248 217 211 926 201 195 183 193 771 201 201 402 OFE Depreciation & Amortization 187 173 175 44 34 35 33 146 32 26 22 22 103 21 20 41 OFSE EBITDA (Non-GAAP) 1,528 1,957 2,132 492 313 364 409 1,578 380 420 409 495 1,704 434 470 904 OFS EBITDA 1,316 1,785 1,902 456 293 310 353 1,412 344 366 373 449 1,532 422 462 884 OFE EBITDA 213 173 230 36 20 54 56 166 37 53 36 46 172 13 8 20 Reconciliation of Operating Income to Adjusted EBITDA – OFSE Non-GAAP reconciliation TY2017 TY2018 TY2019 1Q2020 2Q2020 3Q2020 4Q2020 TY2020 1Q2021 2Q2021 3Q2021 4Q2021 TY2021 1Q2022 2Q2022 1H2022 IET Revenue 8,819 8,619 8,028 1,574 1,629 2,016 2,501 7,721 1,954 2,148 2,072 2,300 8,473 1,818 1,816 3,635 TPS Revenue 6,295 6,015 5,536 1,085 1,161 1,513 1,946 5,705 1,485 1,628 1,562 1,742 6,417 1,345 1,293 2,637 DS Revenue 2,524 2,604 2,492 489 468 503 556 2,015 470 520 510 558 2,057 474 524 997 IET Operating Income (loss) (GAAP) 985 1,011 1,062 163 190 237 408 998 231 245 304 397 1,177 241 236 476 TPS Operating Income 665 621 719 134 149 191 332 805 207 220 278 346 1,050 226 218 443 DS Operating Income 320 390 343 29 41 46 76 193 24 25 26 51 126 15 18 33 Add: IET Depreciation & Amortization 316 268 219 53 51 57 55 216 52 53 52 52 208 51 49 100 TPS Depreciation & Amortization 174 156 116 28 27 33 31 118 30 30 30 30 120 29 29 58 DS Depreciation & Amortization 142 112 103 25 24 24 25 98 21 22 22 22 88 22 20 41 IET EBITDA (Non-GAAP) 1,301 1,279 1,281 216 241 293 464 1,214 283 297 356 449 1,385 291 285 576 TPS EBITDA 839 777 835 161 176 223 362 923 237 250 308 375 1,170 255 247 502 DS EBITDA 462 502 446 55 65 70 101 291 46 47 48 73 214 37 38 74 Reconciliation of Operating Income to Adjusted EBITDA – IET
Baker Hughes Announces Simplified Organization to Enhance Profitability and Position for Growth Establishing two reporting business segments: Oilfield Services & Equipment (OFSE) and Industrial & Energy Technology (IET). Accelerating strategic transformation to simplify and improve operations, enhancing profitability while positioning for growth with customers across energy and industrial markets. Expecting to deliver at least $150 million in cost reductions, maximizing shareholder value. HOUSTON and LONDON – September 6, 2022 – Baker Hughes Company (NASDAQ: BKR) (“Baker Hughes” or the “Company”) has announced it is restructuring and simplifying its organization and accelerating its strategic transformation. These changes will simplify operations, enhance profitability, and drive growth, meeting customer needs and producing solutions in the rapidly evolving energy and industrial markets. “We have continuously looked to ensure Baker Hughes can operate in any environment and play a clear role in helping to address the Energy Trilemma – balancing energy security, sustainability, and affordability. Today, we are taking a deliberate next step in our strategic journey to transform and simplify our operations and position Baker Hughes for the future,” said Lorenzo Simonelli, chairman and CEO of Baker Hughes. “Our updated structure will allow us to deliver the technologies that the energy transition will demand by further strengthening our existing customer relationships and allowing more operational flexibility, maintaining size and scale to maximize technology investments and capital returns to our shareholders.” Baker Hughes is restructuring its four product companies to focus on two reporting business segments and streamlining its corporate structure, which is expected to deliver at least $150 million in cost savings and form the baseline for further margin improvement. Effective October 1, the Company will be formally restructured into two reporting business segments: Oilfield Services & Equipment (OFSE) integrates the current Oilfield Services (OFS) and Oilfield Equipment (OFE) product companies. Industrial & Energy Technology (IET) integrates the current Turbomachinery & Process Solutions (TPS) and Digital Solutions (DS) product companies. After identifying OFSE and IET as the two broad business areas in 2021, Baker Hughes has carefully evaluated all aspects of the Company’s long-term strategy, its corporate performance, organizational structure, and the market outlook across its businesses. This transformation is the next step in the Company’s journey to create the pre-eminent energy technology company, positioning for the changes unfolding across the energy landscape. Baker Hughes will also be making changes to its management team reporting to Lorenzo Simonelli. Effective October 1:
Maria Claudia Borras is executive vice president (EVP) of OFSE. Borras previously served as EVP of OFS since 2017. Rod Christie is EVP of IET. Christie previously served as EVP of TPS since 2017. Jim Apostolides is senior vice president (SVP) of enterprise operational excellence, a newly-created role to drive better coordination and alignment of key operational areas. Apostolides will oversee the Company’s consolidated Supply Chain Centers of Excellence; Health, Safety, Environment, and Quality (HSEQ); and Environmental, Social, and Governance (ESG) functions. He previously served as SVP of enterprise excellence and has been with the Company for 23 years. “Three years ago we set out on a bold ambition to be an energy technology company and take energy forward. We could not have achieved our goals without the commitment and perseverance of our entire leadership team,” said Lorenzo Simonelli. “I want to thank our departing leaders for their significant contributions towards delivering our strategy as they pursue new opportunities.” Amidst a very dynamic backdrop, Baker Hughes continues to work diligently to enhance operational execution and re-shape the organization. The Company will continue to execute on its strategic priorities with a goal of improving returns, generating strong free cash flow, and delivering value and returns to shareholders. Lorenzo Simonelli will be presenting at the Barclays CEO Energy-Power Conference today at 12:40 PM ET. A live webcast and replay will be available to watch here. About Baker Hughes: Baker Hughes (NASDAQ: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com. Forward-Looking Statements: This news release (and oral statements made regarding the subjects of this release) 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 “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “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 annual report on Form 10-K for the annual period ended December 31, 2021; the Company's subsequent quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022; 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.bakerhughes.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.
### For more information, please contact: Investor Relations Jud Bailey +1 281-809-9088 investor.relations@bakerhughes.com Media Relations Thomas Millas +1 713-879-2862 thomas.millas@bakerhughes.com