Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

10-K 1 fiscalyear2018form10-k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-38143

Baker Hughes, a GE company

(Exact name of registrant as specified in its charter)

Delaware81-4403168
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
17021 Aldine Westfield Road, Houston, Texas77073-5101
(Address of principal executive offices)(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
Class A Common Stock, $0.0001 Par Value per ShareNew York Stock Exchange
Class B Common Stock, $0.0001 Par Value per Share-

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [X] NO [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES [ ] NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þAccelerated filer oNon-accelerated filer oSmaller reporting company oEmerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing price on June 30, 2018 reported by the New York Stock Exchange) was approximately $12,108,399,000.

As of February 8, 2019, the registrant had outstanding 514,871,270 shares of Class A Common Stock, $0.0001 par value per share and 521,543,095 shares of Class B Common Stock, $0.0001 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

Baker Hughes, a GE company

Table of Contents

Page
Part I
Item 1.Business1
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments23
Item 2.Properties23
Item 3.Legal Proceedings23
Item 4.Mine Safety Disclosures23
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities24
Item 6.Selected Financial Data27
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations29
Item 7A.Quantitative and Qualitative Disclosures About Market Risk47
Item 8.Financial Statements and Supplementary Data49
Management's Report on Internal Control Over Financial Reporting49
Report of Independent Registered Public Accounting Firm50
Consolidated and Combined Statements of Income (Loss)53
Consolidated and Combined Statements of Comprehensive Income (Loss)54
Consolidated and Combined Statements of Financial Position55
Consolidated and Combined Statements of Changes in Equity56
Consolidated and Combined Statements of Cash Flows57
Notes to Consolidated and Combined Financial Statements58
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure106
Item 9A.Controls and Procedures106
Item 9B.Other Information106
Part III
Item 10.Directors, Executive Officers and Corporate Governance107
Item 11.Executive Compensation107
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107
Item 13.Certain Relationships and Related Transactions, and Director Independence108
Item 14.Principal Accounting Fees and Services108
Part IV
Item 15.Exhibits, Financial Statement Schedules109
Item 16.Form 10-K Summary113
Signatures114

BHGE 2018 FORM 10-K | i

PART I

Next: Item 1. BUSINESS