þ
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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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81-4403168
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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 - 77073-5101
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(Address of principal executive offices)
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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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Page No
.
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Three Months Ended September 30,
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Nine Months Ended September 30,
|
||||||||||
(In millions, except per share amounts)
|
2018
|
2017
|
2018
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
||||||
Sales of goods
|
$
|
3,142
|
|
$
|
3,110
|
|
$
|
9,421
|
|
$
|
7,619
|
|
Sales of services
|
2,523
|
|
2,191
|
|
7,191
|
|
3,761
|
|
||||
Total revenue
|
5,665
|
|
5,301
|
|
16,612
|
|
11,380
|
|
||||
|
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|||||||
Cost of goods sold
|
2,819
|
|
2,587
|
|
8,371
|
|
6,377
|
|
||||
Cost of services sold
|
1,873
|
|
1,762
|
|
5,491
|
|
2,826
|
|
||||
Selling, general and administrative expenses
|
608
|
|
795
|
|
1,944
|
|
1,748
|
|
||||
Restructuring, impairment and other
|
66
|
|
191
|
|
374
|
|
292
|
|
||||
Merger and related costs
|
17
|
|
159
|
|
113
|
|
310
|
|
||||
Total costs and expenses
|
5,383
|
|
5,494
|
|
16,293
|
|
11,553
|
|
||||
Operating income (loss)
|
282
|
|
(193
|
)
|
319
|
|
(173
|
)
|
||||
Other non operating income, net
|
6
|
|
4
|
|
51
|
|
62
|
|
||||
Interest expense, net
|
(55
|
)
|
(41
|
)
|
(164
|
)
|
(75
|
)
|
||||
Income (loss) before income taxes and equity in loss of affiliate
|
233
|
|
(230
|
)
|
206
|
|
(186
|
)
|
||||
Equity in loss of affiliate
|
(85
|
)
|
(13
|
)
|
(139
|
)
|
(13
|
)
|
||||
Provision for income taxes
|
(110
|
)
|
(114
|
)
|
(86
|
)
|
(112
|
)
|
||||
Net income (loss)
|
38
|
|
(357
|
)
|
(19
|
)
|
(311
|
)
|
||||
Less: Net income attributable to GE O&G pre-merger
|
—
|
|
—
|
|
—
|
|
42
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
25
|
|
(223
|
)
|
(83
|
)
|
(219
|
)
|
||||
Net income (loss) attributable to Baker Hughes, a GE company
|
$
|
13
|
|
$
|
(134
|
)
|
$
|
64
|
|
$
|
(134
|
)
|
|
|
|
|
|
|
|
||||||
Per share amounts:
|
|
|
|
|
||||||||
Basic earnings (loss) per Class A common stock
|
$
|
0.03
|
|
$
|
(0.31
|
)
|
$
|
0.15
|
|
$
|
(0.31
|
)
|
Diluted earnings (loss) per Class A common stock
|
0.03
|
|
(0.31
|
)
|
0.15
|
|
(0.31
|
)
|
||||
|
|
|
|
|
|
|
||||||
Cash dividend per Class A common stock
|
$
|
0.18
|
|
$
|
0.17
|
|
$
|
0.54
|
|
$
|
0.17
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
(In millions)
|
2018
|
2017
|
2018
|
2017
|
||||||||
Net income (loss)
|
$
|
38
|
|
$
|
(357
|
)
|
$
|
(19
|
)
|
$
|
(311
|
)
|
Less: Net income attributable to GE O&G pre-merger
|
—
|
|
—
|
|
—
|
|
42
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
25
|
|
(223
|
)
|
(83
|
)
|
(219
|
)
|
||||
Net income (loss) attributable to Baker Hughes, a GE company
|
13
|
|
(134
|
)
|
64
|
|
(134
|
)
|
||||
Other comprehensive income (loss):
|
|
|
|
|
||||||||
Investment securities
|
(1
|
)
|
1
|
|
(3
|
)
|
2
|
|
||||
Foreign currency translation adjustments
|
(88
|
)
|
265
|
|
(312
|
)
|
192
|
|
||||
Cash flow hedges
|
(2
|
)
|
9
|
|
(1
|
)
|
17
|
|
||||
Benefit plans
|
1
|
|
(4
|
)
|
3
|
|
(6
|
)
|
||||
Other comprehensive income (loss)
|
(90
|
)
|
271
|
|
(313
|
)
|
205
|
|
||||
Less: Other comprehensive loss attributable to GE O&G pre-merger
|
—
|
|
—
|
|
—
|
|
(69
|
)
|
||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(56
|
)
|
169
|
|
(195
|
)
|
172
|
|
||||
Other comprehensive income (loss) attributable to Baker Hughes, a GE company
|
(34
|
)
|
102
|
|
(118
|
)
|
102
|
|
||||
Comprehensive loss
|
(52
|
)
|
(86
|
)
|
(332
|
)
|
(106
|
)
|
||||
Less: Comprehensive loss attributable to GE O&G pre-merger
|
—
|
|
—
|
|
—
|
|
(27
|
)
|
||||
Less: Comprehensive loss attributable to noncontrolling interests
|
(31
|
)
|
(54
|
)
|
(278
|
)
|
(47
|
)
|
||||
Comprehensive loss attributable to Baker Hughes, a GE company
|
$
|
(21
|
)
|
$
|
(32
|
)
|
$
|
(54
|
)
|
$
|
(32
|
)
|
(In millions, except par value)
|
September 30, 2018
|
December 31, 2017
|
||||
ASSETS
|
||||||
Current assets:
|
|
|
||||
Cash, cash equivalents and restricted cash
(1)
|
$
|
4,765
|
|
$
|
7,030
|
|
Current receivables, net
|
5,809
|
|
6,015
|
|
||
Inventories, net
|
4,681
|
|
4,507
|
|
||
All other current assets
|
863
|
|
872
|
|
||
Total current assets
|
16,118
|
|
18,424
|
|
||
Property, plant and equipment (net of accumulated depreciation of $3,517 and $2,817)
|
6,226
|
|
6,959
|
|
||
Goodwill
|
20,790
|
|
19,927
|
|
||
Other intangible assets, net
|
5,831
|
|
6,358
|
|
||
Contract and other deferred assets
|
2,001
|
|
2,044
|
|
||
All other assets
|
1,422
|
|
2,073
|
|
||
Deferred income taxes
|
1,212
|
|
715
|
|
||
Total assets
(1)
|
$
|
53,600
|
|
$
|
56,500
|
|
LIABILITIES AND EQUITY
|
||||||
Current liabilities:
|
|
|
||||
Accounts payable
|
$
|
3,686
|
|
$
|
3,377
|
|
Short-term debt and current portion of long-term debt
(1)
|
1,000
|
|
2,037
|
|
||
Progress collections and deferred income
|
1,587
|
|
1,775
|
|
||
All other current liabilities
|
2,184
|
|
2,038
|
|
||
Total current liabilities
|
8,457
|
|
9,227
|
|
||
Long-term debt
|
6,293
|
|
6,312
|
|
||
Deferred income taxes
|
181
|
|
490
|
|
||
Liabilities for pensions and other postretirement benefits
|
1,082
|
|
1,172
|
|
||
All other liabilities
|
1,024
|
|
889
|
|
||
Equity:
|
|
|
||||
Class A Common Stock, $0.0001 par value - 2,000 authorized, 412 issued and outstanding as of September 30, 2018
|
—
|
|
—
|
|
||
Class B Common Stock, $0.0001 par value - 1,250 authorized, 688 issued and outstanding as of September 30, 2018
|
—
|
|
—
|
|
||
Capital in excess of par value
|
14,575
|
|
15,083
|
|
||
Retained loss
|
(14
|
)
|
(103
|
)
|
||
Accumulated other comprehensive loss
|
(821
|
)
|
(703
|
)
|
||
Baker Hughes, a GE company equity
|
13,740
|
|
14,277
|
|
||
Noncontrolling interests
|
22,823
|
|
24,133
|
|
||
Total equity
|
36,563
|
|
38,410
|
|
||
Total liabilities and equity
|
$
|
53,600
|
|
$
|
56,500
|
|
(1)
|
Total assets include
$936 million
and
$1,124 million
of assets held on behalf of GE, of which
$780 million
and
$997 million
is cash and cash equivalents and
$156 million
and
$127 million
is investment securities at
September 30, 2018
and
December 31, 2017
, respectively, and a corresponding amount of liability is reported in short-term borrowings. See "Note 17. Related Party Transactions" for further details.
|
(In millions, except per share amounts)
|
Class A
Common Stock |
Class B
Common Stock |
Capital
in Excess of Par Value |
Parent's Net Investment
|
Retained
Loss |
Accumulated
Other Comprehensive Loss |
Non-controlling
Interests |
Total Equity
|
||||||||||||||||
Balance at December 31, 2017
|
$
|
—
|
|
$
|
—
|
|
$
|
15,083
|
|
$
|
—
|
|
$
|
(103
|
)
|
$
|
(703
|
)
|
$
|
24,133
|
|
$
|
38,410
|
|
Effect of adoption of ASU 2016-16 on taxes
(1)
|
|
|
|
|
|
25
|
|
|
42
|
|
67
|
|
||||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss)
|
|
|
|
|
64
|
|
|
(83
|
)
|
(19
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(118
|
)
|
(195
|
)
|
(313
|
)
|
|||||||||||||
Cash dividends to Class A Common Stock ($0.54 per share)
|
|
|
(224
|
)
|
|
|
|
|
|
|
(224
|
)
|
||||||||||||
Repurchase and cancellation of Class A and Class B common stock
|
|
|
(374
|
)
|
|
|
|
(626
|
)
|
(1,000
|
)
|
|||||||||||||
Stock-based compensation cost
|
|
|
90
|
|
|
|
|
|
90
|
|
||||||||||||||
Distribution to noncontrolling interests
|
|
|
|
|
|
|
(400
|
)
|
(400
|
)
|
||||||||||||||
Other
|
|
|
|
|
|
|
(48
|
)
|
(48
|
)
|
||||||||||||||
Balance at September 30, 2018
|
$
|
—
|
|
$
|
—
|
|
$
|
14,575
|
|
$
|
—
|
|
$
|
(14
|
)
|
$
|
(821
|
)
|
$
|
22,823
|
|
$
|
36,563
|
|
(In millions, except per share amounts)
|
Class A
Common Stock |
Class B
Common Stock |
Capital
in Excess of Par Value |
Parent's Net Investment
|
Retained
Loss |
Accumulated
Other Comprehensive Loss |
Non-controlling
Interests |
Total Equity
|
||||||||||||||||
Balance at June 30, 2018
|
$
|
—
|
|
$
|
—
|
|
$
|
14,625
|
|
$
|
—
|
|
$
|
(27
|
)
|
$
|
(787
|
)
|
$
|
23,006
|
|
$
|
36,817
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
|
|
|
13
|
|
|
25
|
|
38
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(34
|
)
|
(56
|
)
|
(90
|
)
|
|||||||||||||
Cash dividend to Class A Common Stock ($0.18 per share)
|
|
|
(74
|
)
|
|
|
|
|
|
(74
|
)
|
|||||||||||||
Stock-based compensation cost
|
|
|
31
|
|
|
|
|
|
31
|
|
||||||||||||||
Distribution to noncontrolling interests
|
|
|
|
|
|
|
(147
|
)
|
(147
|
)
|
||||||||||||||
Other
|
|
|
(7
|
)
|
|
|
|
(5
|
)
|
(12
|
)
|
|||||||||||||
Balance at September 30, 2018
|
$
|
—
|
|
$
|
—
|
|
$
|
14,575
|
|
$
|
—
|
|
$
|
(14
|
)
|
$
|
(821
|
)
|
$
|
22,823
|
|
$
|
36,563
|
|
(1)
|
See "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" for further details.
|
(In millions, except per share amounts)
|
Class A
Common Stock |
Class B
Common Stock |
Capital
in Excess of Par Value |
Parent's Net Investment
|
Retained
Loss |
Accumulated
Other Comprehensive Loss |
Non-controlling
Interests |
Total Equity
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16,001
|
|
$
|
—
|
|
$
|
(1,888
|
)
|
$
|
167
|
|
$
|
14,280
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
|
|
42
|
|
|
|
4
|
|
46
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
(69
|
)
|
3
|
|
(66
|
)
|
|||||||||||||
Changes in Parent's net investment
|
|
|
|
1,939
|
|
|
|
|
1,939
|
|
||||||||||||||
Net activity related to noncontrolling interests
|
|
|
|
|
|
|
4
|
|
4
|
|
||||||||||||||
Balance at June 30, 2017
|
—
|
|
—
|
|
—
|
|
17,982
|
|
—
|
|
(1,957
|
)
|
178
|
|
16,203
|
|
||||||||
Changes in Parent's net investment
|
|
|
|
(1,164
|
)
|
|
(13
|
)
|
|
(1,177
|
)
|
|||||||||||||
Cash contribution received from GE
|
|
|
|
7,400
|
|
|
|
|
7,400
|
|
||||||||||||||
Conversion of Parent's net investment into noncontrolling interest and issuance of Class B common stock
|
|
|
|
(24,218
|
)
|
|
|
24,218
|
|
—
|
|
|||||||||||||
Issuance of Class A common stock on acquisition of Baker Hughes
|
|
|
24,798
|
|
|
|
|
76
|
|
24,874
|
|
|||||||||||||
Special dividend ($17.5 per share)
|
|
|
(7,498
|
)
|
|
|
|
|
(7,498
|
)
|
||||||||||||||
Reallocation of equity based on ownership of GE and previous Bakers Hughes stockholders
|
|
|
(1,850
|
)
|
|
|
1,234
|
|
616
|
|
—
|
|
||||||||||||
Activity after business combination of July 3, 2017:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
|
|
|
|
(134
|
)
|
|
(223
|
)
|
(357
|
)
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
102
|
|
169
|
|
271
|
|
|||||||||||||
Stock based compensation cost
|
|
|
23
|
|
|
|
|
|
23
|
|
||||||||||||||
Cash dividend ($0.17 per share)
|
|
|
(76
|
)
|
|
|
|
(122
|
)
|
(198
|
)
|
|||||||||||||
Net activity related to noncontrolling interests
|
|
|
(92
|
)
|
|
|
—
|
|
(116
|
)
|
(208
|
)
|
||||||||||||
Balance at September 30, 2017
|
$
|
—
|
|
$
|
—
|
|
$
|
15,305
|
|
$
|
—
|
|
$
|
(134
|
)
|
$
|
(634
|
)
|
$
|
24,796
|
|
$
|
39,333
|
|
|
Nine Months Ended September 30,
|
|||||
(In millions)
|
2018
|
2017
|
||||
Cash flows from operating activities:
|
|
|
||||
Net loss
|
$
|
(19
|
)
|
$
|
(311
|
)
|
Adjustments to reconcile net loss to net cash flows from (used in) operating activities:
|
|
|
||||
Depreciation and amortization
|
1,133
|
|
716
|
|
||
Provision for deferred income taxes
|
(312
|
)
|
(29
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
||||
Current receivables
|
(36
|
)
|
(250
|
)
|
||
Inventories
|
(335
|
)
|
195
|
|
||
Accounts payable
|
458
|
|
84
|
|
||
Progress collections and deferred income
|
(198
|
)
|
(92
|
)
|
||
Contract and other deferred assets
|
53
|
|
(558
|
)
|
||
Other operating items, net
|
(71
|
)
|
(340
|
)
|
||
Net cash flows from (used in) operating activities
|
673
|
|
(585
|
)
|
||
Cash flows from investing activities:
|
|
|
||||
Expenditures for capital assets
|
(653
|
)
|
(417
|
)
|
||
Proceeds from disposal of assets
|
330
|
|
76
|
|
||
Net cash paid for acquisitions
|
(20
|
)
|
(3,365
|
)
|
||
Other investing items, net
|
139
|
|
(173
|
)
|
||
Net cash flows used in investing activities
|
(204
|
)
|
(3,879
|
)
|
||
Cash flows from financing activities:
|
|
|
||||
Net repayments of short-term debt and other borrowings
|
(319
|
)
|
(325
|
)
|
||
Repayment of long-term debt
|
(673
|
)
|
—
|
|
||
Dividends paid
|
(224
|
)
|
(76
|
)
|
||
Distributions to noncontrolling interest
|
(400
|
)
|
(122
|
)
|
||
Contribution received from GE
|
—
|
|
7,400
|
|
||
Net transfer from Parent
|
—
|
|
1,574
|
|
||
Repurchase of Class A common stock
|
(387
|
)
|
—
|
|
||
Repurchase of GE common units by BHGE LLC
|
(638
|
)
|
—
|
|
||
Other financing items, net
|
(6
|
)
|
(239
|
)
|
||
Net cash flows from (used in) financing activities
|
(2,647
|
)
|
8,212
|
|
||
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash
|
(87
|
)
|
48
|
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(2,265
|
)
|
3,796
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
7,030
|
|
981
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
4,765
|
|
$
|
4,777
|
|
Supplemental cash flows disclosures:
|
|
|
||||
Income taxes paid
|
$
|
305
|
|
$
|
122
|
|
Interest paid
|
$
|
218
|
|
$
|
31
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
|
December 31, 2017
|
September 30, 2017
|
June 30, 2017
|
March 31, 2017
|
|
December 31, 2017
|
December 31, 2016
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||||||
Sales of goods
|
$
|
86
|
|
$
|
13
|
|
$
|
37
|
|
$
|
27
|
|
|
$
|
163
|
|
$
|
(26
|
)
|
Sales of services
|
(50
|
)
|
(86
|
)
|
(33
|
)
|
(74
|
)
|
|
(243
|
)
|
(161
|
)
|
||||||
Total revenue
|
36
|
|
(73
|
)
|
4
|
|
(47
|
)
|
|
(80
|
)
|
(187
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Operating loss
|
(14
|
)
|
(64
|
)
|
(6
|
)
|
(91
|
)
|
|
(175
|
)
|
(226
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
1
|
|
(84
|
)
|
(10
|
)
|
(57
|
)
|
|
(150
|
)
|
(149
|
)
|
||||||
Net income (loss) attributable to BHGE
|
1
|
|
(31
|
)
|
—
|
|
—
|
|
|
(30
|
)
|
—
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Per share amounts:
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted loss per Class A common stock
|
—
|
|
(0.07
|
)
|
|
|
|
(0.07
|
)
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
|
December 31, 2017
|
September 30, 2017
|
June 30, 2017
|
March 31, 2017
|
|
December 31, 2017
|
December 31, 2016
|
||||||||||||
Operating income (loss)
|
$
|
(5
|
)
|
$
|
(7
|
)
|
$
|
9
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
$
|
24
|
|
Non operating income (loss)
|
5
|
|
7
|
|
(9
|
)
|
(2
|
)
|
|
1
|
|
(24
|
)
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
Total Revenue
|
2018
|
2017
|
2018
|
2017
|
||||||||
U.S.
|
$
|
1,675
|
|
$
|
1,415
|
|
$
|
4,718
|
|
$
|
2,837
|
|
Non-U.S.
|
3,990
|
|
3,886
|
|
11,894
|
|
8,543
|
|
||||
Total
|
$
|
5,665
|
|
$
|
5,301
|
|
$
|
16,612
|
|
$
|
11,380
|
|
Identifiable assets acquired and liabilities assumed
|
Fair value at July 3, 2017
|
||
Assets
|
|
||
Cash and equivalents
|
$
|
4,133
|
|
Current receivables
|
2,342
|
|
|
Inventories
|
1,712
|
|
|
Property, plant and equipment
|
4,514
|
|
|
Intangible assets
(1)
|
4,005
|
|
|
All other assets
|
1,335
|
|
|
Liabilities
|
|
||
Accounts payable
|
(1,213
|
)
|
|
Borrowings
|
(3,370
|
)
|
|
Deferred income taxes
(2)
|
(258
|
)
|
|
Liabilities for pension and other postretirement benefits
|
(654
|
)
|
|
All other liabilities
|
(1,676
|
)
|
|
Total identifiable net assets
|
$
|
10,870
|
|
Noncontrolling interest associated with net assets acquired
|
(35
|
)
|
|
Goodwill
(3)
|
13,963
|
|
|
Total purchase consideration
|
$
|
24,798
|
|
(1)
|
Intangible assets, as provided in the table below, are recorded at fair value, as determined by management based on available information. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. We consider the Baker Hughes trade name to be an indefinite life intangible asset, which will not be amortized and will be subject to an annual impairment test.
|
|
Fair Value
|
Estimated Weighted
Average Life (Years) |
||
Trade name - Baker Hughes
|
$
|
2,100
|
|
Indefinite life
|
Customer relationships
|
1,240
|
|
15
|
|
Patents and technology
|
465
|
|
10
|
|
In-process research and development
|
70
|
|
Indefinite life
|
|
Capitalized software
|
64
|
|
2
|
|
Trade names - other
|
45
|
|
10
|
|
Favorable lease contracts & others
|
21
|
|
10
|
|
Total
|
$
|
4,005
|
|
|
(2)
|
Includes approximately
$500 million
of net deferred tax liabilities related to the fair value of intangible assets included in the purchase consideration and approximately
$242 million
of other net deferred tax assets, including non-U.S. loss carryforwards net of valuation allowances partially offset by liabilities for unrecognized benefits.
|
(3)
|
Goodwill represents the excess of the total purchase consideration over fair value of the net assets recognized and represents the future economic benefits that we believe will result from combining the operations of GE O&G and Baker Hughes, including expected future synergies and operating efficiencies. Goodwill resulting from the Transactions has been primarily allocated to the Oilfield Services segment, of which
$67 million
is deductible for tax purposes. See "Note 7. Goodwill and Other Intangible Assets" for allocation of goodwill to all the segments.
|
|
Three Months Ended September 30, 2017
|
Nine Months Ended September 30, 2017
|
||||
Revenue
|
$
|
5,301
|
|
$
|
16,042
|
|
Net loss
|
(198
|
)
|
(401
|
)
|
||
Net loss attributable to the Company
|
(75
|
)
|
(109
|
)
|
||
Basic loss per Class A common stock
|
(0.17
|
)
|
(0.26
|
)
|
||
Diluted loss per Class A common stock
(1)
|
(0.17
|
)
|
(0.26
|
)
|
(1)
|
The calculation of diluted loss per Class A common stock excludes shares potentially issuable under stock-based incentive compensation plans and the exchange of Class B common stock with Class A common stock under the Exchange Agreement, as their effect, if included, would be anti-dilutive.
|
Assets and liabilities of business held for sale
|
Carrying value at September 30, 2018
|
||
Assets
|
|
||
Current receivables
|
$
|
26
|
|
Inventories
|
27
|
|
|
Property, plant and equipment
|
29
|
|
|
Intangible assets
|
42
|
|
|
All other assets
|
1
|
|
|
Total assets held for sale
|
$
|
125
|
|
|
|
||
Liabilities
|
|
||
Accounts payable
|
$
|
12
|
|
All other liabilities
|
10
|
|
|
Total liabilities held for sale
|
$
|
21
|
|
|
|
||
Total net assets held for sale
|
$
|
104
|
|
|
September 30, 2018
|
December 31, 2017
|
||||
Customer receivables
|
$
|
4,789
|
|
$
|
4,700
|
|
Related parties
|
675
|
|
801
|
|
||
Other
|
674
|
|
844
|
|
||
Total current receivables
|
6,138
|
|
6,345
|
|
||
Less: Allowance for doubtful accounts
|
(329
|
)
|
(330
|
)
|
||
Total current receivables, net
|
$
|
5,809
|
|
$
|
6,015
|
|
|
September 30, 2018
|
December 31, 2017
|
||||
Finished goods
|
$
|
2,626
|
|
$
|
2,577
|
|
Work in process and raw material
|
2,055
|
|
1,930
|
|
||
Total inventories, net
|
$
|
4,681
|
|
$
|
4,507
|
|
|
Oilfield Services
|
Oilfield Equipment
|
Turbo-machinery & Process Solutions
|
Digital Solutions
|
Total
|
||||||||||
Balance at December 31, 2016, gross
|
$
|
2,779
|
|
$
|
3,852
|
|
$
|
1,814
|
|
$
|
1,989
|
|
$
|
10,434
|
|
Accumulated impairment at December 31, 2016
|
(2,633
|
)
|
(867
|
)
|
—
|
|
(254
|
)
|
(3,754
|
)
|
|||||
Balance at December 31, 2016
|
146
|
|
2,985
|
|
1,814
|
|
1,735
|
|
6,680
|
|
|||||
Acquisition
(1)
|
13,052
|
|
—
|
|
—
|
|
—
|
|
13,052
|
|
|||||
Currency exchange and others
|
7
|
|
49
|
|
92
|
|
47
|
|
195
|
|
|||||
Balance at December 31, 2017
|
13,205
|
|
3,034
|
|
1,906
|
|
1,782
|
|
19,927
|
|
|||||
Purchase accounting adjustments
(1)
|
(154
|
)
|
242
|
|
394
|
|
429
|
|
911
|
|
|||||
Currency exchange and others
|
3
|
|
(16
|
)
|
(24
|
)
|
(11
|
)
|
(48
|
)
|
|||||
Balance at September 30, 2018
|
$
|
13,054
|
|
$
|
3,260
|
|
$
|
2,276
|
|
$
|
2,200
|
|
$
|
20,790
|
|
(1)
|
Includes goodwill associated with the acquisition of Baker Hughes. The final determination of fair value of the assets and liabilities and the related goodwill associated with the acquisition of Baker Hughes was concluded in the second quarter of 2018. Of the total goodwill of $
13,963 million
resulting from the acquisition of Baker Hughes, $
12,898 million
is allocated to our Oilfield Services segment and the remainder to our other segments based on the expected benefit from the synergies of the acquisition.
|
|
September 30, 2018
|
December 31, 2017
|
||||||||||||||||
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net
|
||||||||||||
Technology
|
$
|
1,115
|
|
$
|
(517
|
)
|
$
|
598
|
|
$
|
1,177
|
|
$
|
(440
|
)
|
$
|
737
|
|
Customer relationships
|
3,120
|
|
(922
|
)
|
2,198
|
|
3,202
|
|
(819
|
)
|
2,383
|
|
||||||
Capitalized software
|
1,123
|
|
(800
|
)
|
323
|
|
1,130
|
|
(697
|
)
|
433
|
|
||||||
Trade names and trademarks
|
702
|
|
(225
|
)
|
477
|
|
757
|
|
(159
|
)
|
598
|
|
||||||
Other
|
14
|
|
(1
|
)
|
13
|
|
10
|
|
—
|
|
10
|
|
||||||
Finite-lived intangible assets
|
6,074
|
|
(2,465
|
)
|
3,609
|
|
6,276
|
|
(2,115
|
)
|
4,161
|
|
||||||
Indefinite-lived intangible assets
(1)
|
2,222
|
|
—
|
|
2,222
|
|
2,197
|
|
—
|
|
2,197
|
|
||||||
Total intangible assets
|
$
|
8,296
|
|
$
|
(2,465
|
)
|
$
|
5,831
|
|
$
|
8,473
|
|
$
|
(2,115
|
)
|
$
|
6,358
|
|
(1)
|
Indefinite-lived intangible assets are principally comprised of the Baker Hughes trade name.
|
Year
|
Estimated Amortization Expense
|
||
Remainder of 2018
|
$
|
89
|
|
2019
|
354
|
|
|
2020
|
316
|
|
|
2021
|
272
|
|
|
2022
|
233
|
|
|
2023
|
215
|
|
|
September 30, 2018
|
December 31, 2017
|
||||
Long-term product service agreements
|
$
|
608
|
|
$
|
589
|
|
Long-term equipment contract revenue
(1)
|
1,127
|
|
1,095
|
|
||
Contract assets (total revenue in excess of billings)
(2)
|
1,735
|
|
1,684
|
|
||
Deferred inventory costs
(3)
|
251
|
|
360
|
|
||
Non-recurring engineering costs
|
15
|
|
—
|
|
||
Contract and other deferred assets
|
$
|
2,001
|
|
$
|
2,044
|
|
(1)
|
Reflects revenue earned in excess of billings on our long-term contracts to construct technically complex equipment.
|
(2)
|
Contract assets (total revenue in excess of billings) were
$1,233 million
as of January 1, 2017.
|
(3)
|
Deferred inventory costs were
$276 million
as of January 1, 2017, which represents cost deferral for shipped goods and other costs where the criteria for revenue recognition has not yet been met.
|
|
September 30, 2018
|
December 31, 2017
|
||||
Progress collections
|
$
|
1,433
|
|
$
|
1,456
|
|
Deferred income
|
154
|
|
319
|
|
||
Progress collections and deferred income (contract liabilities)
(1)
|
$
|
1,587
|
|
$
|
1,775
|
|
(1)
|
Progress collections and deferred income (contract liabilities) were
$2,038 million
at January 1, 2017.
|
|
September 30, 2018
|
December 31, 2017
|
||||
Short-term borrowings
|
|
|
||||
Short-term bank borrowings
|
$
|
20
|
|
$
|
171
|
|
Current portion of long-term borrowings
|
—
|
|
639
|
|
||
Short-term borrowings from GE
|
936
|
|
1,124
|
|
||
Other borrowings
|
44
|
|
103
|
|
||
Total short-term borrowings
|
$
|
1,000
|
|
$
|
2,037
|
|
|
|
|
||||
Long-term borrowings
|
|
|
||||
3.2% Senior Notes due August 2021
|
$
|
524
|
|
$
|
526
|
|
2.773% Senior Notes due December 2022
|
1,245
|
|
1,244
|
|
||
8.55% Debentures due June 2024
|
132
|
|
135
|
|
||
3.337% Senior Notes due December 2027
|
1,342
|
|
1,342
|
|
||
6.875% Notes due January 2029
|
295
|
|
308
|
|
||
5.125% Notes due September 2040
|
1,307
|
|
1,311
|
|
||
4.08% Senior Notes due December 2047
|
1,336
|
|
1,337
|
|
||
Capital leases
|
107
|
|
87
|
|
||
Other long-term borrowings
|
5
|
|
22
|
|
||
Total long-term borrowings
|
6,293
|
|
6,312
|
|
||
Total borrowings
|
$
|
7,293
|
|
$
|
8,349
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||
Service cost
|
$
|
5
|
|
$
|
16
|
|
$
|
15
|
|
$
|
24
|
|
Interest cost
|
18
|
|
18
|
|
54
|
|
32
|
|
||||
Expected return on plan assets
|
(30
|
)
|
(31
|
)
|
(90
|
)
|
(51
|
)
|
||||
Amortization of net actuarial loss
|
2
|
|
4
|
|
6
|
|
9
|
|
||||
Net periodic cost (benefit)
|
$
|
(5
|
)
|
$
|
7
|
|
$
|
(15
|
)
|
$
|
14
|
|
|
Class A Common Stock
|
Class B Common Stock
|
||
Balance at December 31, 2017
|
422,208
|
|
706,985
|
|
Issue of shares upon vesting of restricted stock units
(1)
|
818
|
|
—
|
|
Issue of shares on exercises of stock options
(1)
|
636
|
|
—
|
|
Stock repurchase program
(2) (3)
|
(11,501
|
)
|
(19,241
|
)
|
Balance at September 30, 2018
|
412,161
|
|
687,743
|
|
(1)
|
Share amounts reflected above are net of shares withheld to satisfy the employee's tax withholding obligation.
|
(2)
|
On November 2, 2017, our board of directors authorized BHGE LLC to repurchase up to
$3 billion
of its common units from the Company and GE. The proceeds of this repurchase are to be used by BHGE to repurchase Class A common stock of the Company on the open market, which if fully implemented would result in the repurchase of approximately
$1.1 billion
of Class A common stock. The Class B common stock of the Company, paired with common units, will be repurchased by the Company at par value. The
$3 billion
repurchase authorization is the aggregate authorization for
|
(3)
|
During the
nine months ended September 30, 2018
, we repurchased and canceled
11,500,992
shares of Class A common stock for a total of
$374 million
and
19,241,160
shares of Class B common stock from GE together with the paired common units of BHGE LLC for
$626 million
. We did not repurchase any shares of common stock during the
three months ended September 30, 2018
.
|
|
Investment Securities
|
Foreign Currency Translation Adjustments
|
Cash Flow Hedges
|
Benefit Plans
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at December 31, 2017
|
$
|
1
|
|
$
|
(682
|
)
|
$
|
1
|
|
$
|
(23
|
)
|
$
|
(703
|
)
|
Other comprehensive income (loss) before reclassifications
|
(2
|
)
|
(312
|
)
|
(1
|
)
|
5
|
|
(310
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Deferred taxes
|
(1
|
)
|
—
|
|
—
|
|
(2
|
)
|
(3
|
)
|
|||||
Other comprehensive income (loss)
|
(3
|
)
|
(312
|
)
|
(1
|
)
|
3
|
|
(313
|
)
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(2
|
)
|
(195
|
)
|
—
|
|
2
|
|
(195
|
)
|
|||||
Balance at September 30, 2018
|
$
|
—
|
|
$
|
(799
|
)
|
$
|
—
|
|
$
|
(22
|
)
|
$
|
(821
|
)
|
|
Investment Securities
|
Foreign Currency Translation Adjustments
|
Cash Flow Hedges
|
Benefit Plans
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at December 31, 2016
|
$
|
—
|
|
$
|
(1,795
|
)
|
$
|
(10
|
)
|
$
|
(83
|
)
|
$
|
(1,888
|
)
|
Other comprehensive income (loss) before reclassifications
|
40
|
|
202
|
|
12
|
|
(11
|
)
|
243
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(39
|
)
|
—
|
|
9
|
|
(1
|
)
|
(31
|
)
|
|||||
Deferred taxes
|
1
|
|
(10
|
)
|
(4
|
)
|
6
|
|
(7
|
)
|
|||||
Other comprehensive income (loss)
|
2
|
|
192
|
|
17
|
|
(6
|
)
|
205
|
|
|||||
Less: Other comprehensive income attributable to noncontrolling interests
|
2
|
|
166
|
|
5
|
|
(1
|
)
|
172
|
|
|||||
Less: Other adjustments
|
—
|
|
—
|
|
—
|
|
13
|
|
13
|
|
|||||
Less: Reallocation of AOCL based on ownership of GE and previous Baker Hughes shareholders
|
—
|
|
(1,170
|
)
|
(1
|
)
|
(63
|
)
|
(1,234
|
)
|
|||||
Balance at September 30, 2017
|
$
|
—
|
|
$
|
(599
|
)
|
$
|
3
|
|
$
|
(38
|
)
|
$
|
(634
|
)
|
|
September 30, 2018
|
December 31, 2017
|
||||
GE's interest in BHGE LLC
|
$
|
22,718
|
|
$
|
23,993
|
|
Other noncontrolling interests
|
105
|
|
140
|
|
||
Total noncontrolling interests
|
$
|
22,823
|
|
$
|
24,133
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
(In millions, except per share amounts)
|
2018
|
2017
|
2018
|
2017
|
||||||||
Net income (loss)
|
$
|
38
|
|
$
|
(357
|
)
|
$
|
(19
|
)
|
$
|
(311
|
)
|
Less: Net income attributable to GE O&G pre-merger
|
—
|
|
—
|
|
—
|
|
42
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
25
|
|
(223
|
)
|
(83
|
)
|
(219
|
)
|
||||
Net income (loss) attributable to BHGE
|
$
|
13
|
|
$
|
(134
|
)
|
$
|
64
|
|
$
|
(134
|
)
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
||||||||
Class A basic
|
412
|
|
428
|
|
416
|
|
428
|
|
||||
Class A diluted
|
414
|
|
428
|
|
417
|
|
428
|
|
||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
||||||||
Class A basic
|
$
|
0.03
|
|
$
|
(0.31
|
)
|
$
|
0.15
|
|
$
|
(0.31
|
)
|
Class A diluted
|
$
|
0.03
|
|
$
|
(0.31
|
)
|
$
|
0.15
|
|
$
|
(0.31
|
)
|
|
September 30, 2018
|
December 31, 2017
|
||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Net Balance
|
Level 1
|
Level 2
|
Level 3
|
Net Balance
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Derivatives
|
$
|
—
|
|
$
|
72
|
|
$
|
—
|
|
$
|
72
|
|
$
|
—
|
|
$
|
150
|
|
$
|
—
|
|
$
|
150
|
|
Investment securities
|
63
|
|
—
|
|
296
|
|
359
|
|
81
|
|
8
|
|
304
|
|
393
|
|
||||||||
Total assets
|
63
|
|
72
|
|
296
|
|
431
|
|
81
|
|
158
|
|
304
|
|
543
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
—
|
|
(77
|
)
|
—
|
|
(77
|
)
|
—
|
|
(95
|
)
|
—
|
|
(95
|
)
|
||||||||
Total liabilities
|
$
|
—
|
|
$
|
(77
|
)
|
$
|
—
|
|
$
|
(77
|
)
|
$
|
—
|
|
$
|
(95
|
)
|
$
|
—
|
|
$
|
(95
|
)
|
Balance at December 31, 2017
|
$
|
304
|
|
Purchases
|
47
|
|
|
Proceeds at maturity
|
(55
|
)
|
|
Balance at September 30, 2018
|
$
|
296
|
|
|
September 30, 2018
|
December 31, 2017
|
||||||||||||||||||||||
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated Fair Value
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated Fair Value
|
||||||||||||||||
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-U.S. debt securities (a)
|
$
|
296
|
|
$
|
—
|
|
$
|
—
|
|
$
|
296
|
|
$
|
310
|
|
$
|
2
|
|
$
|
—
|
|
$
|
312
|
|
Equity securities (b)
|
63
|
|
—
|
|
—
|
|
63
|
|
81
|
|
—
|
|
—
|
|
81
|
|
||||||||
Total
|
$
|
359
|
|
$
|
—
|
|
$
|
—
|
|
$
|
359
|
|
$
|
391
|
|
$
|
2
|
|
$
|
—
|
|
$
|
393
|
|
|
September 30, 2018
|
December 31, 2017
|
||||||||||
|
Assets
|
(Liabilities)
|
Assets
|
(Liabilities)
|
||||||||
Derivatives accounted for as hedges
|
|
|
|
|
||||||||
Currency exchange contracts
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
6
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
Derivatives not accounted for as hedges
|
|
|
|
|
||||||||
Currency exchange contracts
|
72
|
|
(73
|
)
|
144
|
|
(95
|
)
|
||||
Commodity derivatives
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
||||
Total derivatives
|
$
|
72
|
|
$
|
(77
|
)
|
$
|
150
|
|
$
|
(95
|
)
|
Carrying amount related to derivatives
|
September 30, 2018
|
December 31, 2017
|
||||
Derivative assets
|
$
|
72
|
|
$
|
150
|
|
Derivative liabilities
|
(77
|
)
|
(95
|
)
|
||
Net derivatives
|
$
|
(5
|
)
|
$
|
55
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
Cash Flow Hedges
|
Economic Hedges
|
Cash Flow Hedges
|
Economic Hedges
|
||||||||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
Effect on hedging instrument
|
$
|
(2
|
)
|
$
|
9
|
|
$
|
(13
|
)
|
$
|
144
|
|
$
|
(1
|
)
|
$
|
12
|
|
$
|
(6
|
)
|
$
|
145
|
|
Effect on underlying
|
2
|
|
(9
|
)
|
1
|
|
(174
|
)
|
1
|
|
(12
|
)
|
(24
|
)
|
(174
|
)
|
||||||||
Effect on earnings
(1)
|
$
|
—
|
|
$
|
—
|
|
$
|
(12
|
)
|
$
|
(30
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(30
|
)
|
$
|
(29
|
)
|
(1)
|
For cash flow hedges, the effect on earnings, if any, is primarily related to ineffectiveness. For economic hedges on forecasted transactions, the effect on earnings is substantially offset by future earnings on economically hedged items.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
Gain (Loss) Recognized in AOCI
|
Gain (Loss) Reclassified from AOCI to Earnings
|
Gain (Loss) Recognized in AOCI
|
Gain (Loss) Reclassified from AOCI to Earnings
|
||||||||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
Currency exchange contracts
|
$
|
(2
|
)
|
$
|
9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
12
|
|
$
|
—
|
|
$
|
(9
|
)
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
Segments revenue
|
2018
|
2017
|
2018
|
2017
|
||||||||
Oilfield Services
|
$
|
2,993
|
|
$
|
2,661
|
|
$
|
8,554
|
|
$
|
3,101
|
|
Oilfield Equipment
|
631
|
|
613
|
|
1,912
|
|
2,011
|
|
||||
Turbomachinery & Process Solutions
|
1,389
|
|
1,414
|
|
4,233
|
|
4,644
|
|
||||
Digital Solutions
|
653
|
|
614
|
|
1,913
|
|
1,624
|
|
||||
Total
|
$
|
5,665
|
|
$
|
5,301
|
|
$
|
16,612
|
|
$
|
11,380
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
Segment income (loss) before income taxes
|
2018
|
2017
|
2018
|
2017
|
||||||||
Oilfield Services
|
$
|
231
|
|
$
|
88
|
|
$
|
561
|
|
$
|
(35
|
)
|
Oilfield Equipment
|
6
|
|
(41
|
)
|
(12
|
)
|
26
|
|
||||
Turbomachinery & Process Solutions
|
132
|
|
134
|
|
364
|
|
508
|
|
||||
Digital Solutions
|
106
|
|
77
|
|
275
|
|
240
|
|
||||
Total segment
|
475
|
|
258
|
|
1,189
|
|
739
|
|
||||
Corporate
|
(98
|
)
|
(89
|
)
|
(294
|
)
|
(279
|
)
|
||||
Inventory impairment
(1)
|
(12
|
)
|
(12
|
)
|
(88
|
)
|
(31
|
)
|
||||
Restructuring, impairment and other
|
(66
|
)
|
(191
|
)
|
(374
|
)
|
(292
|
)
|
||||
Merger and related costs
|
(17
|
)
|
(159
|
)
|
(113
|
)
|
(310
|
)
|
||||
Other non operating income, net
|
6
|
|
4
|
|
51
|
|
62
|
|
||||
Interest expense, net
|
(55
|
)
|
(41
|
)
|
(164
|
)
|
(75
|
)
|
||||
Total
|
$
|
233
|
|
$
|
(230
|
)
|
$
|
206
|
|
$
|
(186
|
)
|
(1)
|
Charges for inventory impairments are reported in the "Cost of goods sold" caption of the condensed consolidated and combined statements of income (loss).
|
|
|
|
Balance at December 31, 2017, and 2016, respectively
|
$
|
164
|
|
$
|
74
|
|
Provisions
|
26
|
|
27
|
|
||
Expenditures
|
(83
|
)
|
(33
|
)
|
||
Other
(1)
|
128
|
|
97
|
|
||
Balance at September 30, 2018, and 2017, respectively
|
$
|
235
|
|
$
|
165
|
|
(1)
|
Primarily related to the acquisition of Baker Hughes.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||
Oilfield Services
|
$
|
20
|
|
$
|
118
|
|
$
|
119
|
|
$
|
141
|
|
Oilfield Equipment
|
8
|
|
31
|
|
26
|
|
41
|
|
||||
Turbomachinery & Process Solutions
|
17
|
|
16
|
|
56
|
|
38
|
|
||||
Digital Solutions
|
2
|
|
13
|
|
18
|
|
27
|
|
||||
Corporate
|
2
|
|
13
|
|
23
|
|
17
|
|
||||
Total
|
$
|
49
|
|
$
|
191
|
|
$
|
242
|
|
$
|
264
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||
Property, plant & equipment, net
|
$
|
18
|
|
$
|
68
|
|
$
|
55
|
|
$
|
80
|
|
Employee-related termination expenses
|
15
|
|
87
|
|
114
|
|
126
|
|
||||
Asset relocation costs
|
7
|
|
2
|
|
20
|
|
7
|
|
||||
Environmental remediation costs
|
—
|
|
1
|
|
3
|
|
8
|
|
||||
Contract termination fees
|
5
|
|
16
|
|
33
|
|
21
|
|
||||
Other incremental costs
|
4
|
|
17
|
|
17
|
|
22
|
|
||||
Total
|
$
|
49
|
|
$
|
191
|
|
$
|
242
|
|
$
|
264
|
|
•
|
North America onshore activity: in the
third
quarter of
2018
, we experienced an increase in the rig count, as compared to the
third
quarter of
2017
. We expect the increased activity in North America to continue to grow for the remainder of 2018. We remain optimistic about the outlook.
|
•
|
International onshore activity: we have seen a moderate increase in rig count activity in the
third
quarter of
2018
and expect this growth to continue for the remainder of the year, at a moderate rate. We have seen signs of improvement with the increase in commodity prices, but due to continued volatility, we remain cautious as to growth expectations.
|
•
|
Offshore projects: as commodity prices have stabilized, we have begun to see increasing customer activity on offshore projects and more final investment decisions being made. Subsea tree awards increased in
2017
and through the first three quarters of 2018, and we expect tree awards to increase for the remainder of
2018
and in 2019, though still at levels well below prior 2012 & 2013 peaks. We expect this growth in offshore projects to positively impact orders.
|
•
|
Liquefied Natural Gas (LNG) projects: we have seen two final investment decisions for new LNG capacity thus far in 2018 as customers position to fill the projected supply-demand imbalance in the early to middle part of the next decade. We continue to view the long-term economics of the LNG industry as positive given our outlook for supply and demand.
|
•
|
Refinery, petrochemical and industrial projects: in refining, we believe large, complex refineries should gain advantage in a more competitive, oversupplied landscape in
2018
as the industry globalizes and refiners position to meet local demand and secure export potential. In petrochemicals, we continue to see healthy demand and cost-advantaged supply driving projects forward in 2018. The industrial market continues to grow as outdated infrastructure is replaced, policy changes come into effect and power is decentralized. We continue to see growing demand across these markets into 2019.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||
Brent oil price ($/Bbl)
(1)
|
$
|
75.07
|
|
$
|
52.10
|
|
$
|
72.17
|
|
$
|
51.75
|
|
WTI oil price ($/Bbl)
(2)
|
69.69
|
|
48.18
|
|
66.93
|
|
49.30
|
|
||||
Natural gas price ($/mmBtu)
(3)
|
2.93
|
|
2.95
|
|
2.95
|
|
3.01
|
|
(1)
|
Energy Information Administration (EIA) Europe Brent Spot Price per Barrel
|
(2)
|
EIA Cushing, OK WTI (West Texas Intermediate) spot price
|
(3)
|
EIA Henry Hub Natural Gas Spot Price per million British Thermal Unit
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
||||||||
|
2018
|
2017
|
% Change
|
2018
|
2017
|
% Change
|
||||||
North America
|
1,260
|
|
1,154
|
|
9
|
%
|
1,214
|
|
1,068
|
|
14
|
%
|
International
|
1,003
|
|
947
|
|
6
|
%
|
980
|
|
948
|
|
3
|
%
|
Worldwide
|
2,263
|
|
2,101
|
|
8
|
%
|
2,194
|
|
2,016
|
|
9
|
%
|
|
Three Months Ended September 30,
|
$ Change
|
Nine Months Ended September 30,
|
$ Change
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
||||||||||||
Oilfield Services
|
$
|
2,993
|
|
$
|
2,661
|
|
$
|
332
|
|
$
|
8,554
|
|
$
|
3,101
|
|
$
|
5,453
|
|
Oilfield Equipment
|
631
|
|
613
|
|
18
|
|
1,912
|
|
2,011
|
|
(99
|
)
|
||||||
Turbomachinery & Process Solutions
|
1,389
|
|
1,414
|
|
(25
|
)
|
4,233
|
|
4,644
|
|
(411
|
)
|
||||||
Digital Solutions
|
653
|
|
614
|
|
39
|
|
1,913
|
|
1,624
|
|
289
|
|
||||||
Total
|
$
|
5,665
|
|
$
|
5,301
|
|
$
|
364
|
|
$
|
16,612
|
|
$
|
11,380
|
|
$
|
5,232
|
|
|
Three Months Ended September 30,
|
$ Change
|
Nine Months Ended September 30,
|
$ Change
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||
Segment operating income (loss):
|
|
|
|
|
|
|
||||||||||||
Oilfield Services
|
$
|
231
|
|
$
|
88
|
|
$
|
143
|
|
$
|
561
|
|
$
|
(35
|
)
|
$
|
596
|
|
Oilfield Equipment
|
6
|
|
(41
|
)
|
47
|
|
(12
|
)
|
26
|
|
(38
|
)
|
||||||
Turbomachinery & Process Solutions
|
132
|
|
134
|
|
(2
|
)
|
364
|
|
508
|
|
(144
|
)
|
||||||
Digital Solutions
|
106
|
|
77
|
|
29
|
|
275
|
|
240
|
|
35
|
|
||||||
Total segment operating income
|
475
|
|
258
|
|
217
|
|
1,189
|
|
739
|
|
449
|
|
||||||
Corporate
|
(98
|
)
|
(89
|
)
|
(9
|
)
|
(294
|
)
|
(279
|
)
|
(15
|
)
|
||||||
Inventory impairment
|
(12
|
)
|
(12
|
)
|
—
|
|
(88
|
)
|
(31
|
)
|
(57
|
)
|
||||||
Restructuring, impairment and other
|
(66
|
)
|
(191
|
)
|
125
|
|
(374
|
)
|
(292
|
)
|
(82
|
)
|
||||||
Merger and related costs
|
(17
|
)
|
(159
|
)
|
142
|
|
(113
|
)
|
(310
|
)
|
197
|
|
||||||
Operating income (loss)
|
282
|
|
(193
|
)
|
475
|
|
319
|
|
(173
|
)
|
492
|
|
||||||
Other non operating income, net
|
6
|
|
4
|
|
2
|
|
51
|
|
62
|
|
(11
|
)
|
||||||
Interest expense, net
|
(55
|
)
|
(41
|
)
|
(14
|
)
|
(164
|
)
|
(75
|
)
|
(89
|
)
|
||||||
Income (loss) before income taxes and equity in loss of affiliate
|
233
|
|
(230
|
)
|
463
|
|
206
|
|
(186
|
)
|
392
|
|
||||||
Equity in loss of affiliate
|
(85
|
)
|
(13
|
)
|
(72
|
)
|
(139
|
)
|
(13
|
)
|
(126
|
)
|
||||||
Provision for income taxes
|
(110
|
)
|
(114
|
)
|
4
|
|
(86
|
)
|
(112
|
)
|
26
|
|
||||||
Net income (loss)
|
$
|
38
|
|
$
|
(357
|
)
|
$
|
395
|
|
$
|
(19
|
)
|
$
|
(311
|
)
|
$
|
292
|
|
(In millions)
|
2018
|
2017
|
||||
Operating activities
|
$
|
673
|
|
$
|
(585
|
)
|
Investing activities
|
(204
|
)
|
(3,879
|
)
|
||
Financing activities
|
(2,647
|
)
|
8,212
|
|
Period
|
Total Number of Shares Purchased
(1)
|
Average
Price Paid
Per Share
(2)
|
Total Number of Shares Purchased as Part of a Publicly Announced Program
(3)
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
(3)
|
||||||
July 1-31, 2018
|
4,699
|
|
$
|
34.03
|
|
—
|
|
$
|
563,438,373
|
|
August 1-31, 2018
|
217,065
|
|
$
|
34.58
|
|
—
|
|
$
|
563,438,373
|
|
September 1-30, 2018
|
5,727
|
|
$
|
33.13
|
|
—
|
|
$
|
563,438,373
|
|
Total
|
227,491
|
|
$
|
34.53
|
|
—
|
|
|
(1)
|
Represents Class A common stock purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units.
|
(2)
|
Average price paid for Class A common stock purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units.
|
(3)
|
On November 2, 2017, our board of directors authorized BHGE LLC to repurchase up to $3 billion of its common units from the Company and GE. The proceeds of this repurchase are to be used by BHGE to repurchase Class A common stock of the Company on the open market, which if fully implemented would result in the repurchase of approximately $1.1 billion of Class A common stock. The Class B common stock of the Company, paired with common units, will be repurchased by the Company at par value. At
September 30, 2018
, BHGE LLC had authorization remaining to repurchase up to approximately $
1.5 billion
of its common units from BHGE and GE. We did not purchase any Class A or B shares during the
three months ended September 30, 2018
.
|
|
||
|
||
|
||
|
||
|
||
|
||
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, a GE company
(Registrant) |
|
|
|
|
|
Date:
|
October 30, 2018
|
By:
|
/s/ BRIAN WORRELL
|
|
|
Brian Worrell
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Date:
|
October 30, 2018
|
By:
|
/s/ KURT CAMILLERI
|
|
|
Kurt Camilleri
|
|
|
|
Vice President, Controller and Chief Accounting Officer
|
BAKER HUGHES, A GE COMPANY, LLC
EXECUTIVE SEVERANCE PROGRAM
(
As Adopted Effective January 1, 2019)
|
|
Page
|
1. ESTABLISHMENT, OBJECTIVE AND DURATION
|
1
|
1.1 Establishment
|
1
|
1.2 Objective
|
1
|
1.3 Duration
|
1
|
2. DEFINITIONS
|
1
|
2.1 Capitalized Terms
|
1
|
2.2 Number and Gender
|
4
|
2.3 Headings
|
4
|
3. ELIGIBILITY
|
4
|
4. BENEFITS
|
5
|
(a) Benefits Measured With Reference to Base Compensation
|
5
|
(b) Outplacement Benefits
|
5
|
(c) Participants Employed Primarily Outside of the United States
|
6
|
(d) Additional Discretionary Benefits
|
6
|
5. OTHER BENEFIT PROGRAMS; RETURN OF COMPANY PROPERTY
|
6
|
5.1 Other Benefit Programs
|
6
|
5.2 Return of Company Property
|
6
|
6. TIME OF BENEFITS PAYMENTS
|
6
|
7. WITHHOLDING
|
7
|
8. REDUCTION FOR OTHER SEVERANCE BENEFITS; NON-EXCLUSIVITY OF RIGHTS; STATUTORY SEVERANCE
|
7
|
8.1 Reduction for Other Severance Benefits; Statutory Severance
|
7
|
8.2 Coordination of Benefits With Statutory Notice and Statutory Severance/Indemnity Rights
|
7
|
8.3 Non-Exclusivity of Rights
|
7
|
9. DEATH OF PARTICIPANT
|
8
|
|
Page
|
10. UNFUNDED ARRANGEMENT
|
8
|
11. ADMINISTRATION OF THE PROGRAM
|
8
|
11.1 Plan Administrator
|
8
|
11.2 Self-Interest of Administrative Committee Members
|
8
|
11.3 Compensation and Bonding
|
8
|
11.4 Plan Administrator Powers and Duties
|
8
|
11.5 Standard of Judicial Review of Plan Administrator Actions
|
9
|
11.6 Reliance Upon Documents, Instrument, etc.
|
9
|
12. AMENDMENT AND TERMINATION
|
10
|
13. CLAIMS REVIEW PROCEDURES; CLAIMS APPEALS PROCEDURES
|
10
|
13.1 Claims Review Procedures
|
10
|
13.2 Claims Appeals Procedures
|
10
|
14. PARTICIPATION IN THE PROGRAM BY AFFILIATES
|
11
|
14.1 Adoption Procedure
|
11
|
14.2 No Joint Venture Implied
|
12
|
15. MISCELLANEOUS
|
12
|
15.1 Program Not an Employment Contract
|
12
|
15.2 Alienation Prohibited
|
13
|
15.3 Return of Benefits
|
13
|
15.4 Reemployment
|
13
|
15.5 No Modifications of the Program Other Than by Amendment
|
13
|
15.6 Severability
|
13
|
15.7 Binding Effect
|
13
|
15.8 Arbitration
|
13
|
15.9 Contractual Statute of Limitations for Benefit Claims Disputes
|
14
|
15.10 Venue
|
14
|
15.11 Governing Law
|
14
|
1.
|
ESTABLISHMENT, OBJECTIVE AND DURATION
|
2.
|
DEFINITIONS
|
3.
|
ELIGIBILITY
|
4.
|
BENEFITS
|
5.
|
OTHER BENEFIT PROGRAMS; RETURN OF COMPANY PROPERTY
|
6.
|
TIME OF BENEFITS PAYMENTS
|
7.
|
WITHHOLDING
|
8.
|
REDUCTION FOR OTHER SEVERANCE BENEFITS; STATUTORY SEVERANCE NON-EXCLUSIVITY OF RIGHTS
|
9.
|
DEATH OF PARTICIPANT
|
10.
|
UNFUNDED ARRANGEMENT
|
11.
|
ADMINISTRATION OF THE PROGRAM
|
12.
|
AMENDMENT AND TERMINATION
|
13.
|
CLAIMS REVIEW PROCEDURES; CLAIMS APPEALS PROCEDURES
|
14.
|
PARTICIPATION IN THE PROGRAM BY AFFILIATES
|
15.
|
MISCELLANEOUS
|
|
BAKER HUGHES, A GE COMPANY, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Harry Elsinga
|
|
|
Harry Elsinga
|
|
|
Chief Human Resources Officer
|
|
|
|
||
Date:
|
October 30, 2018
|
By:
|
/s/ Lorenzo Simonelli
|
|
|
|
|
Lorenzo Simonelli
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
||
Date:
|
October 30, 2018
|
By:
|
/s/ Brian Worrell
|
|
|
|
|
Brian Worrell
|
|
|
|
|
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/ Lorenzo Simonelli
|
|
|
Name:
|
|
Lorenzo Simonelli
|
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
Date:
|
|
October 30, 2018
|
|
|
|
|
|
|
|
|
|
/s/ Brian Worrell
|
|
|
Name:
|
|
Brian Worrell
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
Date:
|
|
October 30, 2018
|