(a) List of Documents filed as part of this annual report.
(1) Financial Statements
All financial statements of the Company as set forth under Item 8 of this annual report on Form 10-K.
(2) Exhibits
Each exhibit identified below is filed as a part of this annual report. Exhibits designated with an "*" are filed as an exhibit to this annual report on Form 10-K and exhibits designated with an "**" are furnished as an exhibit to this annual report on Form 10-K. Exhibits designated with a "+" are identified as management contracts or compensatory plans or arrangements. Exhibits previously filed as indicated below are incorporated by reference.
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| Exhibit Number | Exhibit Description |
| 2.1 | Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc. and Bear MergerSub, Inc. (incorporated by reference to Annex A to the proxy statement that forms a part of Baker Hughes, a GE company's registration statement on Form S-4 (File No. 333-216991) initially filed on March 29, 2017, and declared effective on May 30, 2017). |
| 2.2 | Amendment, dated as of March 27, 2017, to the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc., Bear MergerSub, Inc., BHI Newco, Inc. and Bear MergerSub 2, Inc. (incorporated by reference to Annex A-II to the proxy statement that forms a part of Baker Hughes, a GE company’s registration statement on Form S-4 (File No. 333-216991) initially filed on March 29, 2017, and declared effective on May 30, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation of Baker Hughes, a GE company (filed as Exhibit 3.1 to the Current Report of Baker Hughes, a GE company on Form 8-K12B filed on July 3, 2017). |
| 3.2 | Second Amended and Restated Bylaws of Baker Hughes, a GE company dated July 3, 2017 (incorporated by reference to Exhibit 3.2 to the Quarterly Report of Baker Hughes, a GE company on Form 10-Q for the quarter ended September 30, 2017). |
| 4.1 | Indenture, dated October 28, 2008, between Baker Hughes Incorporated (as predecessor to Baker Hughes, a GE company, LLC) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Baker Hughes Incorporated’s Current Report on Form 8-K filed on October 29, 2008). |
| 4.2 | First Supplemental Indenture, dated as of August 17, 2011, between Baker Hughes Incorporated (as predecessor to Baker Hughes, a GE company, LLC) and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of Notes) (incorporated by reference to Exhibit 4.2 to the Current Report of Baker Hughes, a GE company, LLC on Form 8-K filed on August 23, 2011). |
| 4.3 | Second Supplemental Indenture, dated July 3, 2017, to the Indenture dated as of October 28, 2008, among Baker Hughes, a GE company, LLC, Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Baker Hughes, a GE company’s Current Report on Form 8-K12B filed on July 3, 2017). |
| 4.4 | Third Supplemental Indenture, dated December 11, 2017, among Baker Hughes, a GE company, LLC, Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the forms of 2.773% senior notes due 2022, 3.337% senior notes due 2027 and 4.080% senior notes due 2047) (incorporated by reference to Exhibit 4.3 to Baker Hughes, a GE company’s Current Report on Form 8-K filed on December 12, 2017) |
| 4.5 | Indenture, dated May 15, 1994, between Western Atlas Inc. and The Bank of New York, Trustee, providing for the issuance of securities in series (incorporated by reference to Exhibit 4.4 to the Annual Report of Baker Hughes, a GE company, LLC on Form 10-K for the year ended December 31, 2004). |
| 4.6 | First Supplemental Indenture to the Indenture dated as of May 15, 1994, among Baker Hughes, a GE company, LLC, Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to Baker Hughes, a GE company’s Current Report on Form 8-K12B filed on July 3, 2017). |
BHGE 2017 FORM 10-K | 105
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| 4.7 | Sixth Supplemental Indenture to the Indenture dated as of June 8, 2006, among Baker Hughes, a GE company, LLC, Baker Hughes Co-Obligor, Inc., Baker Hughes Oilfield Operations, LLC, Baker Hughes International Branches, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Baker Hughes, a GE company’s Current Report on Form 8-K12B filed on July 3, 2017). |
| 10.1 | Stockholders Agreement, dated as of July 3, 2017, between Baker Hughes, a GE company and General Electric Company (incorporated by reference to Exhibit 10.1 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.2 | Amendment to the Stockholders Agreement, dated as of October 2, 2017, between Baker Hughes, a GE company and General Electric Company (filed as Exhibit 10.2 to the Current Report of Baker Hughes, a GE company on Form 8-K filed on October 2, 2017). |
| 10.3 | Registration Rights Agreement, dated as of July 3, 2017, between Baker Hughes, a GE company and General Electric Company (incorporated by reference to Exhibit 10.2 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.4 | Exchange Agreement, dated as of July 3, 2017, among General Electric Company, GE Oil & Gas US Holdings I, Inc., GE Oil & Gas US Holdings IV, Inc., GE Holdings (US), Inc., Baker Hughes, a GE company and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.3 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.5 | Amended and Restated Limited Liability Company Agreement of Baker Hughes, a GE company, LLC, dated as of July 3, 2017 (incorporated by reference to Exhibit 10.4 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.6 | Tax Matters Agreement, dated as of July 3, 2017, among General Electric Company, Baker Hughes, a GE company, EHHC Newco, LLC and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.5 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.7 | Non-Competition Agreement, dated as of July 3, 2017, between General Electric Company and Baker Hughes, a GE company (incorporated by reference to Exhibit 10.6 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.8 | Channel Agreement, dated as of July 3, 2017, between General Electric Company and Baker Hughes, a GE company (incorporated by reference to Exhibit 10.7 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.9 | IP Cross License Agreement, dated as of July 3, 2017, between General Electric Company and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.8 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.10 | Trademark License Agreement, dated as of July 3, 2017, between General Electric Company and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.9 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.11 | GE Digital Master Products and Services Agreement, dated as of July 3, 2017, between GE Digital LLC and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.10 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.12 | Supply Agreement, dated as of July 3, 2017, between General Electric Company, as Seller, and Baker Hughes, a GE company, LLC, as Buyer (incorporated by reference to Exhibit 10.12 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.13 | Supply Agreement, dated as of July 3, 2017, between Baker Hughes, a GE company, LLC, as Seller, and General Electric Company, as Buyer (incorporated by reference to Exhibit 10.13 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.14 | Equity Repurchase Agreement, dated as of November 6, 2017, by and among General Electric Company, Baker Hughes, a GE company, and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to the Current Report of Baker Hughes, a GE company on Form 8-K filed on November 7, 2017). |
| 10.15 | Credit Agreement, dated as of July 3, 2017, among Baker Hughes, a GE company, LLC, JPMorgan Chase Bank, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.14 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.16+ | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.17+ | Baker Hughes, a GE company 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.16 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
BHGE 2017 FORM 10-K | 106
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| 10.18+ | Baker Hughes, a GE company Executive Officer Short-Term Incentive Plan (incorporated by reference to Exhibit 10.22 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.19+ | Baker Hughes, a GE company Severance Benefits Plan (incorporated by reference to Exhibit 10.23 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.20+ | Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.17 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.21+* | Form of Stock Option Award Agreement dated January 2018. |
| 10.22+ | Form of Senior Executive Stock Option Award Agreement (incorporated by reference to Exhibit 10.18 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.23+ | Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.19 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.24+* | Form of Restricted Stock Unit Award Agreement (three year cliff vest) dated January 2018. |
| 10.25+* | Form of Restricted Stock Unit Award Agreement (three year ratable vest) dated January 2018. |
| 10.26+ | Form of Senior Executive Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.20 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.27+* | Form of Senior Executive Performance Share Award Agreement (Performance Metric of Return on Invested Capital) dated January 2018. |
| 10.28+* | Form of Senior Executive Performance Share Award Agreement (Performance Metric of Total Shareholder Return) dated January 2018. |
| 10.29+ | Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.21 to the Current Report of Baker Hughes, a GE company on Form 8-K12B dated July 3, 2017). |
| 10.30+* | Form of Director Restricted Stock Unit Award Agreement dated January 2018. |
| 10.31+ | Baker Hughes, a GE company Non-Employee Director Deferral Plan (filed as Exhibit 10.1 to the Current Report of Baker Hughes, a GE company on Form 8-K filed on August 4, 2017). |
| 10.32+ | Offer Letter between Baker Hughes, a GE company and Lorenzo Simonelli, dated as of August 1, 2017 (filed as Exhibit 10.2 to the Current Report of Baker Hughes, a GE company on Form 8-K filed on August 4, 2017). |
| 10.33+* | Letter Agreement between Baker Hughes, a GE company and Belgacem Chariag, dated as of January 2, 2018. |
| 10.34+ | Form of Amended and Restated Change in Control Agreement between Baker Hughes Incorporated and each of the executive officers effective as of January 1, 2009 (incorporated by reference to Exhibit 10.2 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on December 19, 2008). |
| 10.35+ | Amendment and Restatement of the Baker Hughes Incorporated Change in Control Severance Plan effective as of January 1, 2009 (incorporated by reference to Exhibit 10.3 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on December 19, 2008). |
| 10.36+ | Form of Change in Control Agreement between Baker Hughes Incorporated and certain of the executive officers effective as of July 16, 2012 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2012). |
| 10.37+ | Form of Executive Loyalty, Confidentiality, Non-Solicitation, and Non-Competition Agreement between Baker Hughes Incorporated and certain of the executive officers (incorporated by reference to Exhibit 10.3 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2011). |
| 10.38+ | Baker Hughes Incorporated Director Retirement Policy for Certain Former Members of the Board of Directors of Baker Hughes Incorporated (incorporated by reference to Exhibit 10.10 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2003). |
| 10.39+ | Amendment and Restatement of the Baker Hughes Incorporated Executive Severance Plan effective as of May 24, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on May 25, 2016). |
| 10.40+ | Baker Hughes Incorporated Supplemental Retirement Plan, as amended and restated effective as of January 1, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on December 20, 2011). |
| 10.41+ | Amended and Restated Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan effective April 24, 2014 (incorporated by reference to Exhibit 10.2 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on April 29, 2014). |
BHGE 2017 FORM 10-K | 107
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| 10.42+ | Amended and Restated Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan effective April 24, 2014 (incorporated by reference to Exhibit 10.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on April 29, 2014). |
| 10.43+ | Form of Baker Hughes Incorporated Nonqualified Stock Option Agreement with Terms and Conditions for officers (incorporated by reference to Exhibit 10.30 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2009). |
| 10.44+ | Form of Baker Hughes Incorporated Nonqualified Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.70 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2011). |
| 10.45+ | Form of Baker Hughes Incorporated Nonqualified Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.6 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 28, 2014). |
| 10.46+ | Form of Baker Hughes Incorporated Nonqualified Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.6 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2014). |
| 10.47+ | Form of Baker Hughes Incorporated Incentive Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.33 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2009). |
| 10.48+ | Form of Baker Hughes Incorporated Incentive Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.71 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2011). |
| 10.49+ | Form of Baker Hughes Incorporated Incentive Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.7 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 28, 2014). |
| 10.50+ | Form of Baker Hughes Incorporated Incentive Stock Option Award Agreement and Terms and Conditions for officers (incorporated by reference to Exhibit 10.7 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2014). |
| 10.51+ | Form of Baker Hughes Incorporated Restricted Stock Unit Award Agreement and Terms and Conditions for officers with a three-year graded vesting (incorporated by reference to Exhibit 10.2 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017). |
| 10.52+ | Form of Baker Hughes Incorporated Restricted Stock Unit Award Agreement and Terms and Conditions for officers with a three-year cliff vesting (incorporated by reference to Exhibit 10.1 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017). |
| 10.53+ | Form of Baker Hughes Incorporated Stock Option Award Agreement, including Terms and Conditions for directors (incorporated by reference to Exhibit 10.41 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2005). |
| 10.54+ | Form of Baker Hughes Incorporated Performance Based Restricted Stock Unit Award Agreement and Terms and Conditions for officers with a three-year cliff vesting (incorporated by reference to Exhibit 10.3 to the Current Report of Baker Hughes Incorporated on Form 8-K filed on January 31, 2017). |
| 10.55+ | Letter Agreement between Baker Hughes Incorporated and Kimberly A. Ross dated December 30, 2016 (incorporated by reference to Exhibit 10.7 to the Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2016). |
| 10.56+ | Letter Agreement between Baker Hughes Incorporated and Alan R. Crain dated July 29, 2016 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended September 30, 2016). |
| 10.57+* | Baker Hughes, a GE company Bonus Deferral Plan effective October 26, 2017. |
| 10.58 | Plea Agreement between Baker Hughes Services International, Inc. and the United States Department of Justice filed on April 26, 2007, with the United States District Court of Texas, Houston Division (incorporated by reference to Exhibit 10.5 to the Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007). |
| 21.1* | Subsidiaries of the Company. |
| 23.1* | Consent of KPMG LLP. |
| 23.2* | Consent of KPMG S.p.A. |
| 31.1** | Certification of Lorenzo Simonelli, President and Chief Executive Officer, furnished pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. |
| 31.2** | Certification of Brian Worrell, Chief Financial Officer, furnished pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. |
BHGE 2017 FORM 10-K | 108
BHGE 2017 FORM 10-K | 109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | BAKER HUGHES, A GE COMPANY |
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| Date: | February 23, 2018 | | /s/ LORENZO SIMONELLI |
| | | Lorenzo Simonelli Chairman, President and Chief Executive Officer |
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lorenzo Simonelli and Brian Worrell and William D. Marsh, each of whom may act without joinder of the other, as their true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 23rd day of February 2018.
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| Signature | | Title |
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| /s/ LORENZO SIMONELLI | | Chairman, President and Chief Executive Officer |
| (Lorenzo Simonelli) | | (principal executive officer) |
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| /S/ BRIAN WORRELL | | Chief Financial Officer |
| (Brian Worrell) | | (principal financial officer) |
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| /S/ KURT CAMILLERI | | Vice President, Controller and Chief Accounting Officer |
| (Kurt Camilleri) | | (principal accounting officer) |
BHGE 2017 FORM 10-K | 110
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| /s/ W. GEOFFREY BEATTIE | | Lead Director |
| (W. Geoffrey Beattie) | | |
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| /s/ GREGORY D. BRENNEMAN | | Director |
| (Gregory D. Brenneman) | | |
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| /s/ CLARENCE P. CAZALOT, JR. | | Director |
| (Clarence P. Cazalot, Jr.) | | |
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| /s/ MARTIN S. CRAIGHEAD | | Vice Chairman of the Board |
| (Martin S. Craighead) | | |
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| /s/ LYNN L. ELSENHANS | | Director |
| (Lynn L. Elsenhans) | | |
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| /s/ JAMIE S. MILLER | | Director |
| (Jamie S. Miller) | | |
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| /s/ JAMES J. MULVA | | Director |
| (James J. Mulva) | | |
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| /s/ JOHN G. RICE | | Director |
| (John G. Rice) | | |
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BHGE 2017 FORM 10-K | 111
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