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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0207995
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(State or other jurisdiction
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(I.R.S. Employer Identification No.)
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of incorporation or organization)
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17021 Aldine Westfield, Houston, Texas
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77073-5101
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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(Do not check if a smaller reporting company)
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Page No
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Three Months Ended March 31,
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||||||
(In millions, except per share amounts)
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2017
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2016
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||||
Revenue:
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Sales
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$
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955
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$
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1,013
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Services
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1,307
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1,657
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Total revenue
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2,262
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2,670
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Costs and expenses:
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Cost of sales
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775
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944
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Cost of services
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1,113
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1,714
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Research and engineering
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99
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102
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Marketing, general and administrative
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184
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207
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Impairment and restructuring charges
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90
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160
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Merger and related costs
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31
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102
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Total costs and expenses
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2,292
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3,229
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Operating loss
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(30
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)
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(559
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)
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Interest expense, net
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(35
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)
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(55
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)
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Loss before income tax and equity in loss of affiliate
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(65
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)
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(614
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)
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Equity in loss of affiliate
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(18
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)
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—
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Income tax provision
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(47
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)
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(367
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)
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Net loss
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(130
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)
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(981
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)
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Net loss attributable to noncontrolling interests
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1
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—
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Net loss attributable to Baker Hughes
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$
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(129
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)
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$
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(981
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)
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Basic and diluted loss per share attributable to Baker Hughes
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$
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(0.30
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)
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$
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(2.22
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)
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Cash dividends per share
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$
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0.17
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$
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0.17
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Three Months Ended March 31,
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||||||
(In millions)
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2017
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2016
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Net loss
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$
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(130
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)
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$
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(981
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)
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Other comprehensive income (loss):
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Foreign currency translation adjustments
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23
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65
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Pension and other postretirement benefits, net of tax
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(1
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)
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2
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Other comprehensive income (loss)
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22
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67
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Comprehensive loss
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(108
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)
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(914
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)
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Comprehensive loss attributable to noncontrolling interests
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1
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—
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Comprehensive loss attributable to Baker Hughes
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$
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(107
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)
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$
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(914
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)
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(In millions)
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March 31,
2017 |
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December 31,
2016 |
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ASSETS
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|||||||
Current assets:
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Cash and cash equivalents
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$
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4,222
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$
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4,572
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Accounts receivable - less allowance for doubtful accounts
(2017 - $396; 2016 - $509)
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2,162
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2,251
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Inventories, net
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1,907
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1,809
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Other current assets
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673
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535
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Total current assets
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8,964
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9,167
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Property, plant and equipment - less accumulated depreciation
(2017 - $6,574; 2016 - $6,567)
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4,128
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4,271
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Goodwill
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4,090
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4,084
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Intangible assets, net
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294
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318
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Other assets
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1,200
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1,194
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Total assets
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$
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18,676
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$
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19,034
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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1,088
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$
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1,027
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Short-term debt and current portion of long-term debt
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134
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132
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Accrued employee compensation
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420
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566
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Income taxes payable
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75
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78
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Other accrued liabilities
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413
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501
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Total current liabilities
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2,130
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2,304
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Long-term debt
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2,884
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2,886
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Deferred income taxes and other tax liabilities
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334
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328
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Liabilities for pensions and other postretirement benefits
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626
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626
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Other liabilities
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151
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153
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Commitments and contingencies
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Equity:
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Common stock, one dollar par value
(shares authorized - 750; issued and outstanding: 2017 - 426; 2016 - 424)
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427
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425
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Capital in excess of par value
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6,735
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6,708
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Retained earnings
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6,380
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6,583
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Accumulated other comprehensive loss
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(1,011
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)
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(1,033
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)
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Treasury stock
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(60
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)
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(27
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)
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Baker Hughes stockholders' equity
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12,471
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12,656
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Noncontrolling interests
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80
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81
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Total equity
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12,551
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12,737
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Total liabilities and equity
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$
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18,676
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$
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19,034
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Baker Hughes Stockholders' Equity
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(In millions, except per share amounts)
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Common Stock
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Capital
in Excess
of
Par Value
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Retained
Earnings
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Accumulated
Other
Comprehensive
Loss
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Treasury Stock
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Non-controlling
Interests
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Total Equity
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||||||||||||||
Balance at December 31, 2016
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$
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425
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$
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6,708
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$
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6,583
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$
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(1,033
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)
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$
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(27
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)
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$
|
81
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$
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12,737
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Comprehensive loss:
|
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|
|
|
|
|
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Net loss
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|
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|
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(129
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)
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|
|
|
|
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(1
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)
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(130
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)
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
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22
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|
|
|
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|
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22
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||||||||||||
Activity related to stock plans
|
2
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|
|
2
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|
|
|
|
|
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(33
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)
|
|
|
|
(29
|
)
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||||||||||
Stock-based compensation
|
|
|
29
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|
|
|
|
|
|
|
|
|
|
29
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|
||||||||||||
Cash dividends ($0.17 per share)
|
|
|
|
|
(74
|
)
|
|
|
|
|
|
|
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(74
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)
|
||||||||||||
Net activity related to noncontrolling interests
|
|
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(4
|
)
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|
|
|
|
|
|
|
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(4
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)
|
||||||||||||
Balance at March 31, 2017
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$
|
427
|
|
|
$
|
6,735
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|
|
$
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6,380
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$
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(1,011
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)
|
|
$
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(60
|
)
|
|
$
|
80
|
|
|
$
|
12,551
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|
|
Baker Hughes Stockholders' Equity
|
|
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||||||||||||||||||||||
(In millions, except per share amounts)
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Common Stock
|
|
Capital
in Excess
of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury Stock
|
|
Non-controlling
Interests
|
|
Total Equity
|
||||||||||||||
Balance at December 31, 2015
|
$
|
437
|
|
|
$
|
7,261
|
|
|
$
|
9,614
|
|
|
$
|
(1,005
|
)
|
|
$
|
(9
|
)
|
|
$
|
84
|
|
|
$
|
16,382
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
|
|
|
(981
|
)
|
|
|
|
|
|
|
|
(981
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
67
|
|
|
|
|
|
|
67
|
|
||||||||||||
Activity related to stock plans
|
1
|
|
|
(14
|
)
|
|
|
|
|
|
(12
|
)
|
|
|
|
(25
|
)
|
||||||||||
Stock-based compensation
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
34
|
|
||||||||||||
Cash dividends ($0.17 per share)
|
|
|
|
|
(74
|
)
|
|
|
|
|
|
|
|
(74
|
)
|
||||||||||||
Net activity related to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||||||
Balance at March 31, 2016
|
$
|
438
|
|
|
$
|
7,281
|
|
|
$
|
8,559
|
|
|
$
|
(938
|
)
|
|
$
|
(21
|
)
|
|
$
|
83
|
|
|
$
|
15,402
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(130
|
)
|
|
$
|
(981
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
218
|
|
|
354
|
|
||
Impairment of assets
|
19
|
|
|
118
|
|
||
Provision for deferred income taxes
|
12
|
|
|
359
|
|
||
Provision for doubtful accounts
|
(94
|
)
|
|
48
|
|
||
Other noncash items
|
(5
|
)
|
|
(3
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
107
|
|
|
386
|
|
||
Inventories
|
(92
|
)
|
|
149
|
|
||
Accounts payable
|
59
|
|
|
(263
|
)
|
||
Other operating items, net
|
(257
|
)
|
|
(266
|
)
|
||
Net cash flows used in operating activities
|
(163
|
)
|
|
(99
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Expenditures for capital assets
|
(87
|
)
|
|
(86
|
)
|
||
Proceeds from disposal of assets
|
76
|
|
|
82
|
|
||
Proceeds from maturities of investment securities
|
3
|
|
|
202
|
|
||
Purchases of investment securities
|
(68
|
)
|
|
(137
|
)
|
||
Net cash flows provided by (used in) investing activities
|
(76
|
)
|
|
61
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net repayments of short-term debt and other borrowings
|
(6
|
)
|
|
(5
|
)
|
||
Dividends paid
|
(74
|
)
|
|
(74
|
)
|
||
Other financing items, net
|
(32
|
)
|
|
(16
|
)
|
||
Net cash flows used in financing activities
|
(112
|
)
|
|
(95
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
1
|
|
|
1
|
|
||
Decrease in cash and cash equivalents
|
(350
|
)
|
|
(132
|
)
|
||
Cash and cash equivalents, beginning of period
|
4,572
|
|
|
2,324
|
|
||
Cash and cash equivalents, end of period
|
$
|
4,222
|
|
|
$
|
2,192
|
|
Supplemental cash flows disclosures:
|
|
|
|
||||
Income taxes paid, net of refunds
|
$
|
67
|
|
|
$
|
85
|
|
Interest paid
|
$
|
56
|
|
|
$
|
70
|
|
Supplemental disclosure of noncash investing activities:
|
|
|
|
||||
Capital expenditures included in accounts payable
|
$
|
29
|
|
|
$
|
32
|
|
Receipt of bonds for outstanding accounts receivable
|
$
|
84
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||
Restructuring charges
|
March 31, 2017
|
|
March 31, 2016
|
||||
Global Cost Reduction and Restructuring
|
$
|
21
|
|
|
$
|
42
|
|
2017 Oilfield Restructuring
|
69
|
|
|
—
|
|
||
Total restructuring charges
|
$
|
90
|
|
|
$
|
42
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Workforce reductions
|
$
|
3
|
|
|
$
|
47
|
|
Other
|
18
|
|
|
(5
|
)
|
||
Total restructuring charges
|
$
|
21
|
|
|
$
|
42
|
|
|
Three Months Ended
|
||
|
March 31, 2017
|
||
Workforce reductions
|
$
|
58
|
|
Other
|
11
|
|
|
Total restructuring charges
|
$
|
69
|
|
Revenue
|
$
|
100
|
|
Gross profit (loss)
|
(28
|
)
|
|
Net loss
|
(39
|
)
|
|
Net loss attributable to Baker Hughes
|
(18
|
)
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||||
Segments
|
Revenue
|
|
Operating Profit (Loss) Before Tax
|
|
Revenue
|
|
Operating Profit (Loss) Before Tax
|
||||||||
North America
|
$
|
712
|
|
|
$
|
(23
|
)
|
|
$
|
819
|
|
|
$
|
(225
|
)
|
Latin America
|
201
|
|
|
84
|
|
|
277
|
|
|
(66
|
)
|
||||
Europe/Africa/Russia Caspian
|
461
|
|
|
1
|
|
|
611
|
|
|
(19
|
)
|
||||
Middle East/Asia Pacific
|
661
|
|
|
72
|
|
|
718
|
|
|
49
|
|
||||
Industrial Services
|
227
|
|
|
(6
|
)
|
|
245
|
|
|
(4
|
)
|
||||
Total Operations
|
2,262
|
|
|
128
|
|
|
2,670
|
|
|
(265
|
)
|
||||
Corporate
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Interest expense, net
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(55
|
)
|
||||
Impairment and restructuring charges
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
(160
|
)
|
||||
Merger and related costs
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(102
|
)
|
||||
Total
|
$
|
2,262
|
|
|
$
|
(65
|
)
|
|
$
|
2,670
|
|
|
$
|
(614
|
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||
Weighted average common shares outstanding for basic and diluted loss per share
|
429
|
|
|
442
|
|
|
|
|
|
||
Anti-dilutive shares excluded from diluted loss per share
(1)
|
1
|
|
|
—
|
|
Future potentially dilutive shares excluded from diluted loss per share
(2)
|
2
|
|
|
7
|
|
(1)
|
The calculation of diluted loss per share for the three months ended March 31, 2017 excludes shares potentially issuable under stock-based incentive compensation plans and the employee stock purchase plan, as their effect, if included, would have been anti-dilutive.
|
(2)
|
Options where the exercise price exceeds the average market price are excluded from the calculation of diluted net loss or earnings per share because their effect would be anti-dilutive.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Finished goods
|
$
|
1,679
|
|
|
$
|
1,607
|
|
Work in process
|
123
|
|
|
105
|
|
||
Raw materials
|
105
|
|
|
97
|
|
||
Total inventories
|
$
|
1,907
|
|
|
$
|
1,809
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Less:
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Less:
Accumulated
Amortization
|
|
Net
|
||||||||||||
Technology
|
$
|
523
|
|
|
$
|
275
|
|
|
$
|
248
|
|
|
$
|
527
|
|
|
$
|
267
|
|
|
$
|
260
|
|
Customer relationships
|
68
|
|
|
33
|
|
|
35
|
|
|
74
|
|
|
31
|
|
|
43
|
|
||||||
Trade names
|
19
|
|
|
12
|
|
|
7
|
|
|
90
|
|
|
79
|
|
|
11
|
|
||||||
Other
|
18
|
|
|
14
|
|
|
4
|
|
|
17
|
|
|
13
|
|
|
4
|
|
||||||
Total intangible assets
|
$
|
628
|
|
|
$
|
334
|
|
|
$
|
294
|
|
|
$
|
708
|
|
|
$
|
390
|
|
|
$
|
318
|
|
Year
|
Estimated Amortization Expense
|
||
Remainder of 2017
|
$
|
39
|
|
2018
|
48
|
|
|
2019
|
45
|
|
|
2020
|
38
|
|
|
2021
|
32
|
|
|
2022
|
29
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
10
|
|
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
7
|
|
|
7
|
|
|
6
|
|
|
7
|
|
|
1
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(10
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Amortization of net actuarial loss
|
2
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
9
|
|
|
$
|
13
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pensions and Other Postretirement Benefits
|
Foreign Currency Translation Adjustments
|
Accumulated Other Comprehensive Loss
|
||||||||||||
Balance at December 31, 2016
|
|
$
|
(284
|
)
|
|
|
$
|
(749
|
)
|
|
|
$
|
(1,033
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
|
(3
|
)
|
|
|
23
|
|
|
|
20
|
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
|
|||
Balance at March 31, 2017
|
|
$
|
(285
|
)
|
|
|
$
|
(726
|
)
|
|
|
$
|
(1,011
|
)
|
|
|
Pensions and Other Postretirement Benefits
|
Foreign Currency Translation Adjustments
|
Accumulated Other Comprehensive Loss
|
||||||||||||
Balance at December 31, 2015
|
|
$
|
(261
|
)
|
|
|
$
|
(744
|
)
|
|
|
$
|
(1,005
|
)
|
|
Other comprehensive income before reclassifications
|
|
1
|
|
|
|
65
|
|
|
|
66
|
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
|
|||
Deferred taxes
|
|
(1
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
|
|||
Balance at March 31, 2016
|
|
$
|
(259
|
)
|
|
|
$
|
(679
|
)
|
|
|
$
|
(938
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Brent oil price ($/Bbl)
(1)
|
$
|
54.04
|
|
|
$
|
34.53
|
|
WTI oil price ($/Bbl)
(2)
|
51.70
|
|
|
33.41
|
|
||
Natural gas price ($/mmBtu)
(3)
|
2.98
|
|
|
1.96
|
|
(1)
|
Bloomberg Dated Brent ("Brent") Oil Spot Price per Barrel
|
(2)
|
Bloomberg West Texas Intermediate ("WTI") Cushing Crude Oil Spot Price per Barrel
|
(3)
|
Bloomberg Henry Hub Natural Gas Spot Price per million British Thermal Unit
|
|
Three Months Ended March 31,
|
|
||||
|
2017
|
2016
|
% Change
|
|||
U.S. - land and inland waters
|
722
|
|
535
|
|
35
|
%
|
U.S. - offshore
|
21
|
|
26
|
|
(19
|
%)
|
Canada
|
295
|
|
165
|
|
79
|
%
|
North America
|
1,038
|
|
726
|
|
43
|
%
|
Latin America
|
180
|
|
233
|
|
(23
|
%)
|
North Sea
|
26
|
|
30
|
|
(13
|
%)
|
Continental Europe
|
74
|
|
74
|
|
—
|
%
|
Africa
|
79
|
|
91
|
|
(13
|
%)
|
Middle East
|
383
|
|
403
|
|
(5
|
%)
|
Asia Pacific
|
197
|
|
186
|
|
6
|
%
|
Outside North America
|
939
|
|
1,017
|
|
(8
|
%)
|
Worldwide
|
1,977
|
|
1,743
|
|
13
|
%
|
|
Three Months Ended March 31,
|
|
$
Change
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
712
|
|
|
$
|
819
|
|
|
$
|
(107
|
)
|
|
(13
|
%)
|
Latin America
|
201
|
|
|
277
|
|
|
(76
|
)
|
|
(27
|
%)
|
|||
Europe/Africa/Russia Caspian
|
461
|
|
|
611
|
|
|
(150
|
)
|
|
(25
|
%)
|
|||
Middle East/Asia Pacific
|
661
|
|
|
718
|
|
|
(57
|
)
|
|
(8
|
%)
|
|||
Industrial Services
|
227
|
|
|
245
|
|
|
(18
|
)
|
|
(7
|
%)
|
|||
Total
|
$
|
2,262
|
|
|
$
|
2,670
|
|
|
$
|
(408
|
)
|
|
(15
|
%)
|
|
Three Months Ended March 31,
|
|
$
Change
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
Operating Profit (Loss) Before Tax:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
(23
|
)
|
|
$
|
(225
|
)
|
|
$
|
202
|
|
|
90
|
%
|
Latin America
|
84
|
|
|
(66
|
)
|
|
150
|
|
|
227
|
%
|
|||
Europe/Africa/Russia Caspian
|
1
|
|
|
(19
|
)
|
|
20
|
|
|
105
|
%
|
|||
Middle East/Asia Pacific
|
72
|
|
|
49
|
|
|
23
|
|
|
47
|
%
|
|||
Industrial Services
|
(6
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(50
|
%)
|
|||
Total Operations
|
128
|
|
|
(265
|
)
|
|
393
|
|
|
148
|
%
|
|||
Corporate
|
(37
|
)
|
|
(32
|
)
|
|
(5
|
)
|
|
16
|
%
|
|||
Interest expense, net
|
(35
|
)
|
|
(55
|
)
|
|
20
|
|
|
(36
|
%)
|
|||
Impairment and restructuring charges
|
(90
|
)
|
|
(160
|
)
|
|
70
|
|
|
(44
|
%)
|
|||
Merger and related costs
|
(31
|
)
|
|
(102
|
)
|
|
71
|
|
|
(70
|
%)
|
|||
Loss Before Income Taxes and Equity in Loss of Affiliate
|
$
|
(65
|
)
|
|
$
|
(614
|
)
|
|
$
|
549
|
|
|
89
|
%
|
|
Three Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
||||||
Revenue
|
$
|
2,262
|
|
|
100
|
%
|
|
$
|
2,670
|
|
|
100
|
%
|
Cost of revenue
|
1,888
|
|
|
83.5
|
%
|
|
2,658
|
|
|
99.6
|
%
|
||
Research and engineering
|
99
|
|
|
4.4
|
%
|
|
102
|
|
|
3.8
|
%
|
||
Marketing, general and administrative
|
184
|
|
|
8.1
|
%
|
|
207
|
|
|
7.8
|
%
|
||
Impairment and restructuring charges
|
90
|
|
|
4.0
|
%
|
|
160
|
|
|
6.0
|
%
|
||
Merger and related costs
|
31
|
|
|
1.4
|
%
|
|
102
|
|
|
3.8
|
%
|
(In millions)
|
2017
|
|
2016
|
||||
Operating activities
|
$
|
(163
|
)
|
|
$
|
(99
|
)
|
Investing activities
|
(76
|
)
|
|
61
|
|
||
Financing activities
|
(112
|
)
|
|
(95
|
)
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average
Price Paid
Per Share
(1)
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program
(2)
|
|
Maximum Dollar Value
of Shares that May Yet Be
Purchased Under the Program
(3)
|
|||||
January 1-31, 2017
|
487,595
|
|
|
$
|
62.54
|
|
|
—
|
|
$
|
1,237,161,230
|
|
February 1-28, 2017
|
845
|
|
|
$
|
59.96
|
|
|
—
|
|
$
|
1,237,161,230
|
|
March 1-31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
1,237,161,230
|
|
Total
|
488,440
|
|
|
$
|
62.54
|
|
|
—
|
|
|
|
(1)
|
Represents shares purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock units.
|
(2)
|
There were no repurchases during the first quarter of 2017 under our previously announced purchase program.
|
(3)
|
Under the transaction agreement with General Electric, as described in Note 2. "General Electric Transaction Agreement" of the Notes to the Consolidated Condensed Financial Statements, we have agreed to not repurchase any shares of our common stock other than in connection with shares repurchased from employees to satisfy the tax withholding obligations in connection with the vesting of equity awards.
|
2.1
|
|
Amendment dated as of March 27, 2017, to the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, entered into among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc., Bear MergerSub, Inc., BHI Newco, Inc. and Bear MergerSub 2, Inc. (filed as Exhibit 2.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on March 31, 2017).
|
3.1
|
|
Certificate of Amendment dated April 22, 2010 and the Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2010).
|
3.2
|
|
Restated Bylaws of Baker Hughes Incorporated effective as of January 26, 2017 (filed as Exhibit 3.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017).
|
4.1
|
|
Certificate of Amendment dated April 22, 2010 and the Restated Certificate of Incorporate (filed as Exhibit 3.1 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2010).
|
4.2
|
|
Restated Bylaws of Baker Hughes Incorporated effective as of January 26, 2017 (filed as Exhibit 3.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017).
|
10.1 +
|
|
Form of Baker Hughes Incorporated Restricted Stock Unit Award Agreement and Terms and Conditions for officers with a three-year cliff vest pursuant to the 2002 Director & Officer Long-Term Incentive Plan (filed as Exhibit 10.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017).
|
10.2 +
|
|
Form of Baker Hughes Incorporated Restricted Stock Unit Award Agreement and Terms and Conditions for officers with a three-year graded vest pursuant to the 2002 Director & Officer Long-Term Incentive Plan (filed as Exhibit 10.2 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017).
|
10.3 +
|
|
Form of Baker Hughes Incorporated Restricted Stock Unit Award Agreement and Terms and Conditions for officers with a three-year performance-based vest pursuant to the 2002 Director & Officer Long-Term Incentive Plan (filed as Exhibit 10.3 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017).
|
10.4 +
|
|
Performance Goals for Performance-Based Restricted Stock Unit Awards pursuant to the 2002 Director & Officer Long-Term Incentive Plan (filed as Exhibit 10.4 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017).
|
31.1**
|
|
Certification of Martin S. Craighead, Chairman and Chief Executive Officer, furnished pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2**
|
|
Certification of Kimberly A. Ross, Chief Financial Officer, furnished pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
32**
|
|
Statement of Martin S. Craighead, Chairman and Chief Executive Officer, and Kimberly A. Ross, Chief Financial Officer, furnished pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
|
95*
|
|
Mine Safety Disclosure.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Schema Document
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Label Linkbase Document
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
101.DEF*
|
|
XBRL Definition Linkbase Document
|
|
|
BAKER HUGHES INCORPORATED
(Registrant)
|
|
|
|
|
|
Date:
|
April 28, 2017
|
By:
|
/s/ KIMBERLY A. ROSS
|
|
|
Kimberly A. Ross
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
Date:
|
April 28, 2017
|
By:
|
/s/ KELLY C. JANZEN
|
|
|
Kelly C. Janzen
|
|
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
|
||
Date:
|
April 28, 2017
|
By:
|
/s/ Martin S. Craighead
|
|
|
|
|
Martin S. Craighead
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
||
Date:
|
April 28, 2017
|
By:
|
/s/ Kimberly A. Ross
|
|
|
|
|
Kimberly A. Ross
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Martin S. Craighead
|
|
|
Name:
|
|
Martin S. Craighead
|
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
|
|
Date:
|
|
April 28, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Kimberly A. Ross
|
|
|
Name:
|
|
Kimberly A. Ross
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Date:
|
|
April 28, 2017
|
Mine or Operating Name/MSHA
Identification Number |
Section
104 S&S Citations |
Section
104(b) Orders |
Section
104(d) Citations and Orders |
Section
110(b)(2) Violations |
Section
107(a) Orders |
Proposed
MSHA Assessments (1) |
Mining
Related Fatalities |
Received
Notice of Pattern of Violations Under Section 104(e) (yes/no) |
Received
Notice of Potential to Have Pattern Under Section 104(e) (yes/no) |
Legal
Actions Pending as of Last Day of Period |
Legal
Actions Initiated During Period |
Legal
Actions Resolved During Period |
||
Morgan City Grinding Plant/1601357
|
0
|
0
|
0
|
0
|
0
|
$
|
—
|
|
0
|
N
|
N
|
0
|
0
|
0
|
Argenta Mine and Mill/2601152
|
0
|
0
|
0
|
0
|
0
|
$
|
—
|
|
0
|
N
|
N
|
0
|
0
|
0
|
Corpus Christi Grinding Plant/4103112
|
0
|
0
|
0
|
0
|
0
|
$
|
—
|
|
0
|
N
|
N
|
0
|
0
|
0
|
(1)
|
Amounts included are the total dollar value of proposed assessments received from MSHA during the
three months ended March 31, 2017
, regardless of whether the assessment has been challenged or appealed. Citations and orders can be contested and appealed, and as part of that process, are sometimes reduced in severity and amount, and sometimes dismissed. The number of citations, orders, and proposed assessments vary by inspector and also vary depending on the size and type of the operation.
|