Cover and table of contents

12K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-38143

Baker Hughes 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 classTrading SymbolName of each exchange on which registered
Class A Common Stock, $0.0001 Par Value per ShareBKRThe Nasdaq Stock Market LLC

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 ☑ 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 ☑

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 ☑ 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 ☑ No ☐

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☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

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, 2021 reported by the New York Stock Exchange) was approximately $15,782,188,948.

As of February 7, 2022, the registrant had outstanding 953,340,976 shares of Class A Common Stock, $0.0001 par value per share and 74,129,913 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 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

Baker Hughes Company

Table of Contents

Page No.
Part I
Item 1.Business1
Item 1A.Risk Factors14
Item 1B.Unresolved Staff Comments23
Item 2.Properties24
Item 3.Legal Proceedings24
Item 4.Mine Safety Disclosures24
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25
Item 6.[Reserved]27
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations28
Item 7A.Quantitative and Qualitative Disclosures About Market Risk43
Item 8.Financial Statements and Supplementary Data45
Management's Report on Internal Control Over Financial Reporting45
Report of Independent Registered Public Accounting Firm46
Consolidated Statements of Income (Loss)49
Consolidated Statements of Comprehensive Income (Loss)50
Consolidated Statements of Financial Position51
Consolidated Statements of Changes in Equity52
Consolidated Statements of Cash Flows53
Notes to Consolidated Financial Statements54
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure92
Item 9A.Controls and Procedures93
Item 9B.Other Information93
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections93
Part III
Item 10.Directors, Executive Officers and Corporate Governance94
Item 11.Executive Compensation94
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94
Item 13.Certain Relationships and Related Transactions, and Director Independence95
Item 14.Principal Accounting Fees and Services95
Part IV
Item 15.Exhibits and Financial Statement Schedules96
Item 16.Form 10-K Summary100
Signatures101

Baker Hughes Company 2021 Form 10-K | i

PART I

Next: Item 1. BUSINESS