Baker Hughes (BKR) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A78 rewritten19 added51 removed143 unchanged
All filing items1,216 rewritten429 added474 removed1,589 unchanged
Summary
counted, not written
- Item 1A lists 37 risk factor headings: 3 new, 6 reworded and 28 unchanged since FY2020. 7 headings from FY2020 no longer appear.
- Sentence by sentence, 429 added, 474 removed, 1,216 rewritten and 1,589 unchanged across 21 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (3)
- We are subject to risks related to our relationship with GE.
- Providing services on an integrated, turnkey, or fixed price basis could require us to assume additional risks.
- Our second amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
Removed Item 1A headings (7)
- Our restructuring activities may not achieve the results we expect, and those activities could increase, which could materially and adversely affect our results of operations, cash flows, and financial condition.
- Providing services on an integrated or turnkey basis could require us to assume additional risks. Some of our customers require bids in the form of fixed pricing contracts.
- The effects of Brexit may have a negative impact on our financial results and operations of the business.
- We may experience challenges relating to the separation from GE and the anticipated benefits from the Master Agreement Framework and the Omnibus Agreement.
- We have incurred and expect to continue to incur additional costs in connection with the separation from GE, the Master Agreement Framework and the Omnibus Agreement.
- Although we are no longer a “controlled company,” the interests of GE may differ from the interests of other stockholders of the Company.
- The market price of our Class A common stock could be materially impacted due to the substantial number of shares of our capital stock eligible for sale in any future offerings by GE.
Reworded Item 1A headings (6)
[removed: The][added: Disruptions in our supply chain, the] high cost or unavailability of raw materials, equipment, and supplies essential to our business could adversely affect our ability to execute our operations on a timely basis.- Our business could be impacted by [added: both] geopolitical and terrorism threats in countries where we or our customers do business and our business operations may be impacted by civil unrest and/or government expropriations.
- Compliance with, and rulings and litigation in connection with, environmental regulations and the environmental impacts of our
[removed: or our customers’]operations may adversely affect our business and operating results. - International, national, and state governments and agencies continue to evaluate and promulgate legislation and regulations that are focused on
[removed: restricting][added: reducing] greenhouse gas[removed: (GHG)][added: ("GHG")] emissions. Compliance with[removed: climate action][added: GHG emission] regulations applicable to our or our customers' operations may have significant implications that could adversely affect our business and operating results in the fossil-fuel sectors, and boosting demand for technologies contributing to the[removed: climate action agenda.][added: reduction of GHG emissions.] - The potential for [added: physical effects of] climate
[removed: related changes][added: change] may pose future risks to our operations and those of our customers. - The market price and trading volume of our Class A common stock may be volatile, which could result in rapid and substantial losses for our
[removed: stockholders.][added: shareholders.]
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
78 rewritten, 19 added, 51 removed, 143 unchanged
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 13][added: 14]
The markets have experienced [removed: a decline in oil prices in response to a decline] [added: volatility] in oil demand due to the economic impacts of the COVID-19 pandemic.
[removed: As] [added: If] demand for our products and services declines, the utilization of our assets and the prices we are able to charge our customers for our products and services could decline.
In addition, the continued spread of the COVID-19 virus, or similar pandemics, and the continuation of the measures to try to contain the virus or similar viruses, such as [added: vaccine mandates,] travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, may further impact our workforce and operations, the operations of our customers, and those of our vendors and suppliers.
[removed: Also, if a significant number of our employees] were to contract the virus or be quarantined, [removed: the Company] [added: we] may not be able to complete key or critical tasks, not limited to, but including key financial, reporting, and operational controls.
There is considerable uncertainty regarding such measures and potential future [removed: measures,] [added: measures] which [removed: would] [added: may result in labor disruptions, employee attrition, and could negatively impact our ability to attract and retain qualified employees, all of which could] have a material adverse effect on our results of operations, cash flows, and financial condition.
Our strategy depends on our ability to develop additional technologies and work with our customers and partners to advance new energy solutions such as carbon capture [removed: use] [added: utilization] and storage, hydrogen energy, geothermal, and other integrated solutions.
If the energy transition landscape changes faster than anticipated or faster than we can transition or if we fail to execute our energy transition strategy as planned, demand for our technologies and services could be adversely [removed: effected.][added: affected.]
[removed: The] [added: Disruptions in our supply chain, the] high cost or unavailability of raw materials, equipment, and supplies essential to our business could adversely affect our ability to execute our operations on a timely basis.
Our manufacturing operations are dependent on having sufficient raw materials, component parts and manufacturing [removed: capacity] [added: capacity, including labor,] available to meet our manufacturing plans [added: on a timely basis,] at a reasonable cost while minimizing inventories.
[removed: Our ability to effectively manage] [added: Disruptions within] our [removed: manufacturing operations] [added: supply chain has had] and [removed: meet these goals can] [added: may continue to] have an impact on our [removed: business,] [added: business and reputation,] including our ability to meet our manufacturing plans and revenue goals, control costs, and avoid shortages or over-supply of raw materials and component parts.
Our [added: operations and] future success [removed: depends] [added: depend] on our ability to recruit, train, and retain qualified personnel.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 14][added: 15]
Our business could be impacted by [added: both] geopolitical and terrorism threats in countries where we or our customers do business and our business operations may be impacted by civil unrest and/or government expropriations.
Geopolitical and terrorism [removed: risks] [added: threats] continue to grow in a number of key countries where we currently or may in the future do business.
Geopolitical and terrorism [removed: risks] [added: threats, including armed conflict among countries,] could lead to, among other things, a loss of our investment in the country, [removed: impairment of the safety of] [added: adverse impact to] our employees, and impairment of our or our customers’ ability to conduct operations.
In addition to other geopolitical and terrorism risks, civil unrest continues to grow in [removed: a number of key] [added: several] countries where we do business.
Control of oil and natural gas reserves by [removed: state-owned] [added: national] oil companies may impact the demand for our services and products and create additional risks in our operations*.*
Much of the world’s oil and natural gas reserves are controlled by [removed: state-owned] [added: national] oil companies.
[removed: State-owned] [added: National] oil companies may require their contractors to meet local content requirements or other local standards, such as conducting our operations through joint ventures with local partners that could be difficult or undesirable for us to meet.
In addition, our ability to work with [removed: state-owned] [added: national] oil companies is subject to our ability to negotiate and agree upon acceptable contract terms.
Providing services on an [removed: integrated] [added: integrated, turnkey,] or [removed: turnkey] [added: fixed price] basis could require us to assume additional [removed: risks.][added: risks.]
We may [added: choose to] enter into integrated [removed: contracts] or turnkey contracts with our customers [removed: and we may choose] [added: that require us] to provide services [added: and equipment] outside [added: of] our core business.
Providing services on an integrated or turnkey basis may [added: also] subject us to additional risks, such as costs associated with unexpected delays or difficulties in drilling [removed: or completion operations] [added: operations, project management interface risk,] and risks associated with subcontracting [added: and consortium] arrangements.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 15][added: 16]
Our products are used in [removed: deepwater] [added: deepwater,] and other harsh [removed: environments] [added: environments,] and severe service applications.
In addition, [removed: recent] scrutiny of the offshore drilling industry has resulted in more stringent technical specifications for our products and more comprehensive testing requirements for our products to ensure compliance with such specifications.
We cannot provide assurance that our [added: products, including] products [added: supplied through joint ventures,] will be able to satisfy the specifications or that we will be able to perform the full-scale testing necessary to prove that the product specifications are satisfied in future contract bids or under existing contracts, or that the costs of modifications to our products to satisfy the specifications and testing will not adversely affect our results of operations.
Under such arrangements, each party is responsible for performing a certain scope of work within the total scope of the contracted work, and [removed: the obligations expire when all contractual obligations are completed.]
Our contracts with [removed: clients] [added: customers] generally may be terminated by the [removed: client] [added: customer] for convenience, default, or extended force majeure (which could include inability to perform due to COVID-19).
Termination for convenience [removed: will typically] [added: may] require the payment of an early termination fee by the [removed: client,] [added: customer,] but the early termination fee may not fully compensate us for the loss of the contract.
Termination by the [removed: client] [added: customer] for default or extended force majeure due to events outside of our control generally will not require the [removed: client] [added: customer] to pay an early termination fee.
Our financial position, results of operations, or cash flows could be materially adversely affected if our [removed: clients] [added: customers] terminate some of our contracts and we are unable to secure new contracts on a timely basis and on substantially similar terms, if payments due under our contracts are suspended for an extended period of time, or if a number of our contracts are renegotiated.
Our [removed: Remaining Performance Obligation] [added: remaining performance obligation ("RPO")] is comprised of unfilled customer orders for products and product services (expected life of contract sales for product services).
The total dollar amount of the Company’s RPO as of December 31, [removed: 2020] [added: 2021] was [removed: $23.4] [added: $23.6] billion.
We [removed: will] perform ongoing credit evaluations of our customers and do not expect to require collateral in support of our trade receivables.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 16][added: 17]
We [removed: have operations in the United States (U.S.) and] [added: conduct business] in more than 120 countries that can be impacted by expected and unexpected changes in the legal and business environments in which we operate.
[removed: Pursuant to their laws and regulations, governments may impose economic sanctions against certain countries, persons and] entities that may restrict or prohibit transactions involving such countries, persons and entities, which may limit or prevent our conduct of business in certain jurisdictions.
Our failure to comply with the Foreign Corrupt Practices Act [removed: (FCPA)] [added: ("FCPA")] and other similar laws could have a negative impact on our ongoing operations.
Also, if a significant number of our employees
We are subject to risks related to our relationship with GE.
These integrated or turnkey contracts may be fixed price contracts that do not allow us to recover for cost over-runs unless they are directly caused by the customer.
the obligations expire when all contractual obligations are completed.
Pursuant to their laws and regulations, governments may impose economic sanctions against certain countries, persons and
Non-compliance with anti-money laundering, anti-terrorism financing and various other financial laws may subject us to sanctions, civil and criminal prosecution, fines and penalties, as well as legal expenses and potential reputational harm.
We and our business are subject to extensive domestic and international environmental and safety regulations.
In addition to environmental and safety regulatory compliance obligations, we may face liability arising out of the normal course of business, including alleged personal injury or property damage due to exposure of hazardous substances at our current or former facilities.
We may be impacted by material changes in environmental and safety regulations or subject to substantial liability for environmental impacts.
We may be affected by our ability to meet evolving and expanding emissions reporting requirements and by investor and public perception of our reporting and performance related to voluntary climate standards.
Other developments focused on restricting GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of the Paris Agreement and the Kyoto Protocol by the
destruction of data or information, improper use of our systems, defective products, loss of access to our data, production downtimes and operational disruptions.
Our second amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
Pursuant to our second amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or (4) any action asserting a claim governed by the internal affairs doctrine.
Our second amended and restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provision.
The forum selection clause in our second amended and restated certificate of incorporation may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
This exclusive forum provision applies to certain state law claims and will not apply to claims under the Securities Act or the Exchange Act.
In addition, our shareholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and employees.
We are also developing artificial intelligence products and services with a third party.
There are no assurances that we will be able to successfully develop an artificial intelligence platform that will effectively address the artificial intelligence related needs of our customers.
In addition, the agreement with the third party is subject to term limitations and there are no assurances that a future agreement, if any, will have the same terms as the current agreement.
Our restructuring activities may not achieve the results we expect, and those activities could increase, which could materially and adversely affect our results of operations, cash flows, and financial condition.
The restructuring charges we have taken and impairment calculations we have performed are based on current market conditions, including the trading price of our common shares.
There is no assurance that our restructuring plans will be successful and achieve the expected results.
In addition, continued deterioration of market conditions, whether due to the continued spread of COVID-19 or other events could result in further restructuring costs and impairments.
Some of our customers require bids in the form of fixed pricing contracts.
Some of our customers require bids for contracts in the form of fixed pricing contracts that may require us to provide integrated project management services outside our normal discrete business and to act as project
managers, as well as service providers, and may require us to assume additional risks associated with cost over-runs.
We anticipate that such testing requirements will become more common in our contracts.
We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including the Bank Secrecy Act and the Patriot Act.
This program includes policies, procedures, processes, and other internal controls designed to identify, monitor, manage, and mitigate the risk of money laundering or terrorist financing posed by our products, services, customers, and geographic locale.
These controls establish procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or monetary
instruments.
We and our business are impacted by material changes in environmental laws, regulations, rulings and litigation.
globally.
The effects of Brexit may have a negative impact on our financial results and operations of the business.
The United Kingdom (UK) exited (Brexit) the European Union (EU) on January 31, 2020.
As per the terms of the exit the UK has ceased to be an EU member but continued to follow its rules and contribute to its budget for an 11 month transition period ending December 31, 2020.
The purpose of the transition period was to give time for the UK and EU to negotiate their future relationship, including a trade deal.
On December 24, 2020, the UK and the EU reached an agreement on the terms of their future cooperation.
A trade deal was agreed upon and implemented as of December 31, 2020.
While there remains some uncertainty as to aspects of the relationship not covered by the agreement, the major risk of a break in trade between the UK and the EU has now been removed.
The remaining uncertainty could harm our business and financial results due to fluctuations in the value of the British pound versus the U.S. dollar, euro, and other currencies and could result in delayed deliveries, which may impact our internal supply chain and our customer projects.
Also, there can be no
changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could materially and adversely affect our results of operations, cash flows, and financial condition.
RISKS RELATED TO THE SEPARATION FROM GE
We may experience challenges relating to the separation from GE and the anticipated benefits from the Master Agreement Framework and the Omnibus Agreement.
If we experience difficulties with the separation from GE, the anticipated benefits of the Master Agreement Framework and the Omnibus Agreement, may not be realized fully or at all, may take longer to realize than expected, or may be offset by the decrease in business from certain customers or other negative impacts.
The impact of the separation from GE could have an adverse effect on our business, results of operations, financial condition or other prospects on an ongoing basis.
We have incurred and expect to continue to incur additional costs in connection with the separation from GE, the Master Agreement Framework and the Omnibus Agreement.
Actual costs related to the separation and the implementation of the changes contemplated by the Master Agreement Framework and the Omnibus Agreement may be higher than anticipated, and we may experience additional difficulties in effecting such changes.
Baker Hughes Company 2020 FORM 10-K | 22
We would be adversely affected in the event these agreements were terminated without the right for us to continue accessing and using such licensed intellectual property as we might continue to improve current products and services or develop new ones.
Although we are no longer a “controlled company,” the interests of GE may differ from the interests of other stockholders of the Company.
GE and its affiliates are no longer a majority stockholder after the completion of a secondary offering in September 2019.
GE may still exercise significant influence over matters submitted to our stockholders for approval through their ownership of our common stock.
GE may also have influence over matters that do not require stockholder approval.
GE may have different interests than other holders of our common stock on these and other matters.
An excerpt. Shown here: 40 of 78 rewritten, all 19 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
177 rewritten, 81 added, 125 removed, 208 unchanged
Management's Discussion and Analysis of Financial Condition and Results of Operations [removed: (MD&A)] [added: ("MD&A")] should be read in conjunction with the consolidated financial statements included in Item 8.
For management's discussion and analysis of our financial condition and results of operations for fiscal year [removed: 2019] [added: 2020] as compared to fiscal year [removed: 2018] [added: 2019] please refer to Part II, Item [removed: 7 "Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended December 31, 2019, filed with the SEC on February 13, 2020.][added: 7.]
We operate through our four business segments: Oilfield Services [removed: (OFS),] [added: ("OFS"),] Oilfield Equipment [removed: (OFE),] [added: ("OFE"),] Turbomachinery & Process Solutions [removed: (TPS),] [added: ("TPS"),] and Digital Solutions [removed: (DS).][added: ("DS").]
[removed: In addition, during] [added: During] the first quarter of 2020, [removed: our] [added: the Company’s] market capitalization declined significantly driven by [removed: the] [added: current] macroeconomic and geopolitical conditions [removed: caused by] [added: including] the [removed: COVID-19 pandemic and collapse of oil prices.]
There were no other goodwill impairments [removed: in] [added: during] 2020.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 28
In [removed: 2020,] [added: 2021,] we generated revenue of [removed: $20.7] [added: $20.5] billion, compared to [removed: $23.8] [added: $20.7] billion in [removed: 2019.][added: 2020.]
Loss before income taxes was $15.2 billion in 2020, and included goodwill impairment charges of $14.8 billion, [removed: restructuring and] [added: restructuring,] impairment [added: and other] charges of $1.9 billion, inventory impairment charges of $246 million, separation [removed: and merger] related costs of $134 million, and a gain of $1.4 billion related to our investment in [removed: C3.ai] [added: C3 AI] recorded in other non-operating income.
- [removed: Liquefied natural gas (LNG)] [added: LNG] projects: [removed: we] [added: We] remain optimistic on the LNG market long term and view natural gas as [added: both] a transition and [added: a] destination fuel.
We have other segments in our portfolio that are more correlated with various industrial metrics, including [removed: GDP,] [added: global GDP growth,] such as our Digital Solutions segment.
We also have [removed: segments] [added: businesses] within our portfolio that are exposed to new energy solutions, specifically focused around [removed: decarbonization] [added: reducing carbon emissions] of energy and [added: broader] industry, including hydrogen, geothermal, [removed: carbon capture, utilization and storage,] [added: CCUS,] and energy storage.
We expect to see continued growth in these [removed: segments] [added: businesses] as new energy solutions become a more prevalent part of the broader energy mix.
We remain optimistic about the long-term economics of the [added: oil and gas] industry, but we are continuing to operate with [removed: flexibility given our expectations for volatility and changing activity levels in the near term.][added: flexibility.]
As such, we remain focused on delivering innovative, [removed: cost-efficient] [added: low-emission, and cost-effective] solutions that deliver step changes in operating and economic performance for our customers.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 29
The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition and liquidity position as of and for the year ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and should be read in conjunction with the consolidated financial statements and related notes of the Company.
| Brent oil prices ($/Bbl) (1) | | | $ | [removed: 41.96 | | |] [added: 70.86] | | $ | [removed: 64.28] [added: 41.96] | | | | | | | |
| WTI oil prices ($/Bbl) (2) | | | [removed: 39.16 | | |] [added: 68.14] | | | [removed: 56.98] [added: 39.16] | | | | | | | | |
| Natural gas prices ($/mmBtu) (3) | | | [removed: 2.03 | | |] [added: 3.89] | | | [removed: 2.56] [added: 2.03] | | | | | | | | |
(1)Energy Information Administration [removed: (EIA)] [added: ("EIA")] Europe Brent Spot Price per Barrel
(2)EIA Cushing, OK WTI [removed: (West] [added: ("West] Texas [removed: Intermediate)] [added: Intermediate")] spot price
In North America, customer spending is highly driven by WTI oil prices, which similarly to Brent oil prices, on average [removed: decreased] [added: increased] to [removed: $39.16/Bbl] [added: $68.14/Bbl] in [removed: 2020] [added: 2021] from [removed: $56.98/Bbl] [added: $39.16/Bbl] in [removed: 2019,] [added: 2020,] and ranged from a [removed: high] [added: low] of [removed: $63.27/Bbl] [added: $47.47/Bbl] in January [removed: 2020,] [added: 2021,] to a [removed: low] [added: high] of [removed: $(36.98)/Bbl] [added: $85.64/Bbl] in [removed: April 2020.][added: October 2021.]
In North America, natural gas prices, as measured by the Henry Hub Natural Gas Spot Price, averaged [removed: $2.03/mmBtu] [added: $3.89/mmBtu] in [removed: 2020,] [added: 2021,] representing a [removed: 21% decrease] [added: 92% increase] over the prior year.
Throughout the year, Henry Hub Natural Gas Spot Prices ranged from a [removed: low] [added: high] of [removed: $1.33/mmBtu] [added: $23.86/mmBtu] in [removed: September 2020,] [added: February 2021,] to a [removed: high] [added: low] of [removed: $3.14/mmBtu] [added: $2.43/mmBtu] in [removed: October 2020.][added: April 2021.]
According to the U.S. Department of [removed: Energy (DOE),] [added: Energy,] working natural gas in storage at the end of [removed: 2020] [added: 2021] was [removed: 3,460] [added: 3,226] billion cubic feet [removed: (Bcf),] [added: ("Bcf"),] which was [removed: 7.7%,] [added: 6.8%,] or [removed: 268] [added: 234] Bcf, [removed: above] [added: below] the corresponding week in [removed: 2019.][added: 2020.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 30
| North America | | | [removed: 522 | | |] [added: 610] | | | [removed: 1,077] [added: 522] | | | | | | | | |
| International | | | [removed: 827 | | |] [added: 756] | | | [removed: 1,097] [added: 827] | | | | | | | | |
| Worldwide | | | [removed: 1,349 | | |] [added: 1,366] | | | [removed: 2,174] [added: 1,349] | | | | | | | | |
[removed: 2020] [added: 2021] Compared to [removed: 2019][added: 2020]
Overall the rig count was [removed: 1,349] [added: 1,366] in [removed: 2020, a decrease] [added: 2021, an increase] of [removed: 38%] [added: 1%] as compared to [removed: 2019] [added: 2020] due primarily to [added: an increase in activity in] North [removed: American activity.][added: America partially offset by declines internationally.]
Within North America, the [removed: decrease] [added: increase] was primarily driven by the [removed: U.S.] [added: Canadian] rig count, which was [removed: down 54%] [added: up 48%] on average when compared to the same period last year, and [removed: a decrease] [added: an increase] in the [removed: Canadian] [added: U.S.] rig count, which was [removed: down 33%] [added: up 10%] on average.
Internationally, the decrease in the rig count was driven primarily by decreases in the [removed: Latin America] [added: Middle East] region, Africa region and Europe region of [removed: 44%, 34%] [added: 21%, 10%,] and [removed: 24%,] [added: 10%,] respectively.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 31
[removed: The performance of our operating segments is evaluated based on segment operating income] (loss), which is defined as income (loss) before income taxes and [removed: equity in loss of affiliate and] before the following: net interest expense, net other non-operating income (loss), corporate expenses, restructuring, impairment and other charges, goodwill and inventory impairments, separation-related costs, and certain gains and losses not allocated to the operating segments.
Foreign Exchange [removed: (FX):] [added: ("FX"):] FX measures the translational foreign exchange impact, or the translation impact of the period-over-period change on sales and costs directly attributable to change in the foreign exchange rate compared to the U.S. dollar.
It is calculated as the year-over-year change in cost (i.e. price paid) of direct material, compensation [removed: & benefits] and [added: benefits, and] overhead costs.
Productivity: Productivity is measured by the remaining variance in profit, after adjusting for the period-over-period impact of volume [removed: &] [added: and] price, foreign exchange and (inflation)/deflation as defined above.
Orders: We recognized orders of [removed: $20.7] [added: $21.7] billion and [removed: $27.0] [added: $20.7] billion in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
In [removed: 2020,] [added: 2021,] equipment orders were [removed: down 27%] [added: up 3%] and service orders were [removed: down 20%,] [added: up 6%,] compared to [removed: 2019.][added: 2020.]
"Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission ("SEC") on February 25, 2021.
As we reflect on the macro environment in 2021, the global economy continued to recover from the impact of the COVID-19 global pandemic.
The oil markets experienced increasing levels of demand and continued restraints on supply translating into a strong oil price recovery.
For natural gas, a combination of demand and supply factors converged, pushing natural gas and LNG prices to record levels in both Europe and in Asia.
The natural gas price spikes also highlighted the fragility of the global energy system as the world transitions to net zero emissions.
The effects from variant strains of the COVID-19 virus continued to impact operations in the form of global chip shortages, supply chain challenges, and inflationary pressures in multiple parts of the world.
As we look ahead to 2022, we expect global economic growth to remain strong; however, growth rates are likely to moderate from 2021 levels as central banks are expected to begin tightening monetary policy in order to quell growing inflationary pressures.
Despite the expected slowdown in the pace of growth, we believe the expected continuing broader macro recovery will translate into rising energy demand in 2022, with oil demand likely recovering to pre-pandemic levels by the end of the year.
We expect continued momentum in the global natural gas markets in 2022, building on a strong 2021.
Our positive long-term view on gas is also supported by the recent improvements in policy sentiment in certain parts of the world towards natural gas’ broader role within the energy transition.
Outside of the oil and gas industry, the focus on cleaner energy sources and technology to lower carbon emissions from resource-intensive industries continues to accelerate.
In the U.S., Europe, and Asia, various renewables, and green and blue hydrogen projects are moving forward, as well as a number of CCUS projects.
On the new energy front, we were active this year in pursuing early-stage technologies in CCUS and in hydrogen.
In CCUS, we acquired a position in Electrochaea, a bio-methanation company, and also entered into an exclusive license with SRI International for mixed-salt process technology.
In hydrogen, we made an investment in Ekona, a growth stage company developing novel turquoise hydrogen production technology, as well as Nemesys, a technology company focused on a range of early-stage hydrogen technologies.
On the industrial front, we completed the acquisition of ARMS Reliability and an investment in Augury, which will help Baker Hughes continue to build out its industrial asset management platform and deliver an expanded set of asset performance capabilities.
Baker Hughes was successful on many fronts in 2021, with key commercial successes and developments in the LNG and new energy markets, solid margin improvements, as well as strong cash flows from operating activities and free cash flow (a non-GAAP measure defined as cash flows from operating activities less expenditures for capital assets plus the proceeds from disposal of assets).
Our strong cash flow performance provides our Company ample flexibility and optionality for our broader capital allocation strategy.
As evidence of this, we returned almost $1.2 billion back to shareholders through dividends and buybacks in 2021, while also making multiple acquisitions and investments across the industrial and new energy spaces.
The decrease in revenue was primarily driven by lower volume in OFS and OFE, partially offset by higher volume in TPS and DS.
Income before income taxes was $428 million in 2021, and included restructuring, impairment and other charges of $209 million, separation related costs of $60 million, a loss of $1,085 million related to our investment in C3 AI, partially offset by a gain of $241 million related to our investment in ADNOC Drilling, both recorded in other non-operating income/(loss).
All of our outlook expectations are purely based on the market as we see it today, and are subject to changing conditions in the industry.
- North America onshore activity: We expect North American onshore to experience strong growth in 2022, as compared to 2021 should commodity prices remain at current levels.
- International onshore activity: We expect onshore spending outside of North America to continue to improve in 2022 as compared to 2021 should commodity prices remain at current levels.
- Offshore projects: We expect a modest recovery in offshore activity and the number of subsea tree awards to grow in 2022 as compared to 2021.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2021 | | | 2020 | | | | | | | | |
After a volatile year in 2020, when oil prices dropped due to lower demand, the combination of demand and supply in 2021 resulted in higher oil prices and raised natural gas and LNG prices to record breaking levels.
The average Brent oil prices increased to $70.86/Bbl in 2021 from $41.96/Bbl in 2020 and ranged from a low of $50.37/Bbl in January 2021, to a high of $85.76/Bbl in October 2021.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2021 | | | 2020 | | | | | | | | |
The rig count in North America increased 17% and the international rig count decreased 9% in 2021 compared to 2020.
The performance of our operating segments is evaluated based on segment operating income
| Total | | | $ | 20,502 | | $ | 20,705 | | | | | | | | $ | (203) | |
| Net loss | | | $ | (330) | | $ | (15,761) | | | | | | | | | | | $ | 15,431 | | | | | | | | | | |
Total segment operating income in 2021 was $2,006 million, an increase of $502 million, or 33%, from 2020.
count, and, to a lesser extent, to decreased activity in North America and supply chain constraints in the second half of 2021.
The increase was primarily driven by higher cost productivity as a result of cost efficiencies and restructuring actions, and price in certain product lines, partially offset by lower volume and commodity costs inflation.
Throughout 2020, the industry experienced multiple factors which drove expectations for global oil and gas related spending to be lower than 2019.
First, the COVID-19 pandemic lowered global demand for hydrocarbons, as social distancing and travel restrictions were implemented across the world.
Second, the lifting of Organization of the Petroleum Exporting Countries (OPEC+) supply curtailments in the first quarter of 2020, and the associated increase in production, drove the global excess supply of hydrocarbons higher.
In the second quarter of 2020, OPEC+ reached a supply curtailment agreement of up to 10 million barrels per day, which drove expectations for future hydrocarbon supply lower.
After significant turmoil during the first half of the year from the industry downturn, oil markets stabilized and demand for oil improved in the second half of the year.
Lastly, global gross domestic product (GDP) declined in 2020, as a result of the impact from the COVID-19 pandemic.
Since the COVID-19 pandemic began, the health and safety of our employees has continued to be a top priority.
We have taken critical steps as a company to reduce the risk of exposure, as well as mitigate the impacts of this pandemic to our employees, contractors and partners.
We have adopted remote working where possible.
Where on-site operations are required, masks are mandatory and our employees have adopted social distancing.
We have worked with our employees to implement other site-specific precautionary measures to reduce the risk of exposure.
We are collaborating closely with our customers, suppliers, and vendors to minimize operational disruption.
In addition, we have restricted non-essential business travel and have encouraged our employees, customers and partners to collaborate virtually.
Our goal throughout the downturn in 2020 was to remain disciplined in allocating capital, focus on liquidity and cash preservation, and to preserve our investment grade rating while also maintaining our current dividend payout.
During the year, we took necessary actions to right-size the business for expected activity levels.
In the first quarter of 2020, we approved a plan for restructuring and other actions totaling $1.8 billion, which was increased by $0.3 billion as we took further actions during the year to address the continuing industry challenges.
Total restructuring and other costs were $2.1 billion in 2020.
These charges are primarily related to the costs for reductions in work force, product line exits in certain geographies, and the write down of inventory and intangible assets.
These actions took place across the business and our corporate functions.
We expect the cash payback of these actions to be less than one year.
Based on these events, we concluded that a triggering event occurred, and we performed an interim quantitative impairment test as of March 31, 2020.
Based upon the results of the impairment test, we recognized a goodwill impairment charge of $14.8 billion during the first quarter of 2020.
The decrease in revenue was driven by declines in all four of our segments primarily due to the industry downturn.
In 2019, income before income taxes was $0.8 billion, which also included restructuring and impairment charges of $342 million, and separation and merger related costs of $184 million.
The gain of $1.4 billion related to our C3.ai investment was recorded in the fourth quarter of 2020.
We invested in C3.ai when we formed our partnership in June 2019.
In December 2020, C3.ai completed its initial public offering, which requires us to mark our investment to fair value.
Both our investment and strong partnership with C3.ai demonstrate our commitment for growth in high potential segments as we develop and market new AI solutions for the oil and gas industry.
After significant volatility during the first half of 2020, oil markets stabilized during the second half of the year.
However, there is still uncertainty in the global economic outlook and impact on oil and gas markets in the wake of the COVID-19 pandemic.
- North America onshore activity: in 2020, we experienced a significant decline in rig count, as compared to 2019 driven by lower commodity prices.
We expect North American onshore activity to improve in 2021, as compared to the second half of 2020.
- International onshore activity: in 2020, we experienced a decline in rig count, as compared to 2019 driven by lower commodity prices.
We expect onshore spending outside of North America to stabilize in early 2021, and see a modest recovery over the second half of the year.
- Offshore projects: in 2020, we experienced significantly fewer offshore projects reaching positive final investment decisions, due to the economic uncertainty and lower oil and gas prices.
In 2021, we expect the offshore markets to stabilize and for the number of tree awards in the market to remain stable or grow modestly compared to 2020 levels.
While governments may change or discontinue incentives for renewable energy additions, we do not anticipate any significant impacts to our business in the foreseeable future.
We operate in more than 120 countries helping customers find, evaluate, drill, produce, transport and process hydrocarbon resources.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 177 rewritten, 40 of 81 added and 40 of 125 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
7 rewritten, 6 added, 4 removed, 28 unchanged
| *(In millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | Thereafter | | | | | | Total (2) | | |
| Long-term debt (1) | | | $ | — | | | | | $ | [removed: 1,250] [added: 650] | | | | | $ | [removed: —] [added: 107] | | | | | $ | [removed: 107] [added: —] | | | | | $ | [removed: —] [added: 600] | | | | | $ | 5,106 | | | | | $ | 6,463 | |
(1)Fair market value of our fixed rate long-term debt, excluding finance leases, was [removed: $7.5] [added: $7.2] billion at December 31, [removed: 2020.][added: 2021.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 44][added: 43]
We had outstanding foreign currency forward contracts with notional amounts aggregating [removed: $6.8] [added: $3.3] billion and [removed: $5.3] [added: $6.8] billion to hedge exposure to currency fluctuations in various foreign currencies at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
As of December 31, [removed: 2020,] [added: 2021,] the Company estimates that a 1% appreciation or depreciation in the U.S. dollar would result in an impact of less than [removed: $5] [added: $10] million to our pre-tax earnings, however, the Company is generally able to mitigate its foreign exchange exposure, where there are liquid financial markets, through use of foreign currency derivative transactions.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 45][added: 44]
As of December 31, 2021, we had interest rate swaps with a notional amount of $500 million that converted a portion of our $1,350 million aggregate principal amount of 3.337% fixed rate Senior Notes due 2027 into a floating rate instrument with an interest rate based on a LIBOR index as a hedge of its exposure to changes in fair value that are attributable to interest rate risk.
The interest rate swaps are designated and each qualify as a fair value hedging instrument.
The interest rate swaps are considered to be effective at achieving offsetting changes in the fair value of the hedged liability, and no ineffectiveness is recognized.
The mark-to-market of this fair value hedge was recorded as gain or loss in interest expense and was equally offset by the gain or loss of the underlying debt instrument, which also was recorded in interest expense.
| As of December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted average interest rates | | | — | | % | | | | 1.46 | | % | | | | 4.07 | | % | | | | — | | % | | | | 2.20 | | % | | | | 3.84 | | % | | | | 3.46 | | % |
We may use interest rate swaps to manage the economic effect of fixed rate obligations associated with certain debt.
There were no outstanding interest rate swap agreements as of December 31, 2020.
| As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted average interest rates | | | — | | % | | | | 2.88 | | % | | | | — | | % | | | | 4.06 | | % | | | | — | | % | | | | 3.89 | | % | | | | 3.71 | | % |
Item 1. BUSINESS
125 rewritten, 86 added, 37 removed, 162 unchanged
Baker Hughes Company [removed: (Baker Hughes, the Company, we, us,] [added: ("Baker Hughes", "the Company", "we", "us",] or [removed: our)] [added: "our")] is an energy technology company with a diversified portfolio of technologies and services that span the energy and industrial value chain.
The Company was formed in July 2017 as the result of a combination between Baker Hughes Incorporated [removed: (BHI)] [added: ("BHI")] and the oil and gas business [removed: (GE O&G)] [added: ("GE O&G")] of General Electric Company [removed: (GE) (the Transactions).][added: ("GE") ("the Transactions").]
As a result of the Transactions, substantially all of the business of GE O&G and of BHI was transferred to a subsidiary of the Company, Baker Hughes Holdings LLC [removed: (BHH LLC).][added: ("BHH LLC").]
In [removed: July] 2020, GE launched a program to fully divest of its ownership in Baker Hughes over approximately three years.
As of December 31, [removed: 2020,] [added: 2021,] GE's economic interest in BHH LLC was [removed: 30.1%.][added: 11.4%.]
OUR [removed: VISION][added: VISION & STRATEGY]
By integrating health, safety & environment [removed: (HSE)] [added: ("HSE")] into everything we do, we protect our people, our customers, and the environment.
We believe the world’s reliance on hydrocarbons will not disappear, and oil and gas will continue to [removed: play necessary roles] [added: remain relevant] in meeting global energy demand.
- [removed: Positioning] [added: Position] for new energy frontiers: We are making strategic investments to drive [added: lower carbon emissions in] the [removed: decarbonization of] energy and [removed: industry,] [added: industrial sectors,] including hydrogen, geothermal, carbon capture, utilization and [removed: storage,] [added: storage ("CCUS"),] and energy storage.
We view environmental, social, and governance [removed: (ESG)] [added: ("ESG")] as a key lever to transform the performance of our [removed: company] [added: Company] and our industry.
In January 2019, we made a commitment to reduce [removed: CO2 equivalent (eq.)] [added: Scope 1 and 2 carbon] emissions from our operations by 50% by 2030, achieving [removed: net-zero CO2 eq.][added: net zero emissions by 2050.]
We expect to benefit from [added: our strategy in] the [removed: following:][added: following ways:]
Our products, services, and expertise serve the upstream, midstream/liquefied natural gas [removed: (LNG)] [added: ("LNG")] and downstream sectors of the oil and [added: gas industry, as well as broader chemical and industrial segments.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 1
We deliver through our four product companies (also referred to as [removed: operating segments):] [added: "operating segments"):] Oilfield Services; Oilfield Equipment; Turbomachinery & Process Solutions; and Digital Solutions as discussed below under "Products and Services," and each are among the top four providers [added: for the majority of the product lines] in [removed: their respective segments.][added: the markets they serve.]
We remain committed to investing in our products and services to maintain our leadership position across our offerings, including [removed: $595] [added: $492] million research [removed: &] [added: and] development spend [added: and being granted more than 2,500 patents worldwide] in [removed: 2020.][added: 2021.]
- Digital capabilities: We expect to benefit from the emerging demand for artificial intelligence [removed: (AI)] [added: ("AI")] based solutions as part of our customers’ digital transformation initiatives.
Launched in 2019, our partnership with [removed: C3.ai] [added: C3.ai, Inc. ("C3 AI")] is enabling us to deliver AI that is faster, easier, and more scalable to drive outcomes for our customers.
We are also deploying [removed: these] [added: C3 AI] applications internally to improve operational efficiencies, specifically for inventory optimization.
This includes more efficient power generation and compression technology that reduces carbon [removed: emissions.][added: emissions, including CCUS, as well as hydrogen technologies.]
We also have a range of inspection and sensor [removed: technology] [added: technologies] that can monitor and help reduce flaring and emissions.
The Oilfield Services [removed: (OFS)] [added: ("OFS")] segment designs and manufactures products and provides services for onshore and offshore oil [removed: &] [added: and] gas operations across the lifecycle of a well, including exploration, drilling, evaluation, completion, production, intervention, and abandonment.
OFS products and services include drill [removed: bits;] [added: bits,] drilling [removed: services,] [added: services] including directional drilling, measurement-while-drilling, and [removed: logging-while-drilling;] [added: logging-while-drilling,] drilling [removed: fluids;] [added: fluids,] wireline [removed: services; completions,] [added: services, completions] including tools, systems, and [removed: fluids;] [added: fluids,] pressure [removed: pumping;] [added: pumping,] well [removed: intervention;] [added: intervention,] artificial lift [removed: systems;] [added: systems,] oilfield and industrial [removed: chemicals;] [added: chemicals,] and integrated well services.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 2
OFS products and services are sold in highly competitive markets, and revenue and earnings are affected by changes in commodity [removed: prices;] [added: prices,] fluctuations in levels of drilling, workover and completion activity in major [removed: markets;] [added: markets,] general economic [removed: conditions;] [added: conditions,] foreign currency exchange [removed: fluctuations;] [added: fluctuations,] and governmental regulations.
The Oilfield Equipment [removed: (OFE)] [added: ("OFE")] segment provides a broad portfolio of mission critical products and services [removed: utilized] [added: that serve as the last line of defense] during drilling and over the life of a field.
OFE designs and manufactures subsea and surface [removed: drilling and] production systems and provides a full range of services related to onshore and offshore [removed: drilling and] production operations.
OFE products and services include subsea [removed: and surface drilling equipment, subsea] production systems [removed: (SPS),] [added: ("SPS"),] flexible pipe systems for subsea flowlines, risers and onshore pipes, surface and subsea wellheads, surface pressure control solutions, subsea well intervention [removed: solutions] [added: solutions,] and related service solutions.
OFE’s subsea portfolio includes subsea trees, control systems, manifolds, connection systems, wellheads, specialty connectors [removed: &] [added: and] pipes for all environments, installation and decommissioning solutions, and related services for [removed: Life of Field] [added: life-of-field] solutions and well intervention.
OFE also offers a range of comprehensive, worldwide services for installation, technical support, well access through subsea intervention systems, operating resources and tools, offshore [removed: products] [added: products,] and brownfield asset integrity solutions.
OFE customers are oil and gas [removed: operators, drilling contractors] [added: operators] and engineering, [removed: procurement] [added: procurement,] and construction [removed: (EPC)] [added: ("EPC")] contractors seeking to undertake [removed: new] subsea [added: and surface] projects, mid-life upgrades and maintenance, well interventions and workover campaigns.
OFE strives for a leadership position within the [removed: 20 Kpsi subsea drilling systems,] large-bore gas fields, deepwater and ultra-deepwater oil and gas [removed: fields] [added: fields,] and fields with long tieback distances.
OFE believes that the principal competitive factors in the industries and markets it serves are product and service quality, reliability and on time delivery, [removed: health, safety and environmental] [added: HSE] standards, technical proficiency, availability of spare parts, and price.
In the SPS product line, the primary competitors of OFE include Schlumberger, TechnipFMC, Aker Solutions ASA, and Dril-Quip Inc. In the offshore flexible pipe product line, main competitors include TechnipFMC and [removed: NOV.][added: NOV Inc.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 3
The Turbomachinery & Process Solutions [removed: (TPS)] [added: ("TPS")] segment provides equipment and related services for mechanical-drive, [removed: compression] [added: compression,] and power-generation applications across the [removed: oil and gas industry and] energy [removed: industry,] [added: and industrial market, including] the on-and-offshore, LNG, pipeline and gas storage, refining, petrochemical, distributed gas, flow and process [removed: control] [added: control,] and industrial [removed: segments.][added: segments such as nuclear, marine, food and beverage, and utilities.]
TPS is a leader in designing, manufacturing, [removed: maintaining] [added: maintaining,] and upgrading rotating equipment across the entire [removed: oil and gas] [added: energy] value chain.
TPS’ driven equipment consists of [removed: generators,] [added: generators and] reciprocating, centrifugal, zero [removed: emission] [added: emission,] and subsea compressors.
As part of its turnkey solutions, TPS offers power generation and gas compression modules, waste heat/energy/pressure recovery, energy storage, modularized small and large liquefaction plants, carbon capture, and storage/use [removed: facilities.][added: solutions.]
TPS also offers genuine spare parts, system upgrades, conversion solutions, digital advanced services and turnkey solutions to refurbish, [removed: rejuvenate and,] [added: rejuvenate, and] improve the output from a single machine up to an entire plant.
On December 7, 2021, the Company transferred the listing of its Class A common stock from the New York Stock Exchange to the Nasdaq Stock Market LLC.
In addition, we have continued to invest in our industrial asset management capabilities, including the acquisition of ARMS Reliability and an investment in Augury, a machine health technology company, to support our customers’ digital transformation programs across industrial end markets.
In 2021, we made strategic investments in emerging energy technologies to advance CCUS and hydrogen with companies such as Ekona Power, Electrochaea, and the Hy24 Hydrogen Fund; and entered into new partnerships with Shell, Air Products, and Bloom Energy, among others.
We also continue to expand our emissions management capabilities, helping customers to detect and quantify emissions more efficiently and accurately, and complementing our existing methane detection and quantification solutions available today.
In 2021, we took additional steps to accelerate our strategy and to view our Company in two broad business areas: Oilfield Services & Equipment and Industrial Energy Technology.
This approach aims to better position Baker Hughes for today and in the coming years.
We believe that focusing on two major business areas with close alignment will enhance our flexibility, improve commercial and operational execution, and provide long-term optionality as the energy markets evolve.
On the Oilfield Services & Equipment ("OFSE") side of the Company, we have a technology-leading global enterprise with core strengths in drilling services, high-end completion tools, flexible pipe, artificial lift, and production and downstream chemicals.
OFSE is poised to benefit from cyclical growth in the coming years as we believe that we are in the early stages of a broad based, multi-year recovery that will be characterized by longer term investments into the core OPEC+ countries.
The Industrial Energy Technology ("IET") encompasses a more closely integrated Turbomachinery & Process Solutions and Digital Solutions.
Both businesses have compelling portfolios that are beginning to see significant secular growth opportunities, particularly in areas such as hydrogen and CCUS.
With core competencies across a number of offerings like power generation, compression, and condition monitoring, as well as a growing presence in flow control and industrial asset management, we have a strong foundation on which to build an even more comprehensive presence in the broad industrial energy technology markets.
More recently, we created the Climate Technology Solutions ("CTS") and the Industrial Asset Management ("IAM") groups to further support the strategy of the Company.
CTS will include CCUS, hydrogen, emissions management, and clean and integrated power solutions.
IAM will bring together key digital capabilities, software, and hardware from across the Company to help customers increase efficiencies, improve performance, and reduce emissions for their energy and industrial assets.
We believe the creation of these two groups will help accelerate the speed of commercial development for solutions-based business models across our new energy and industrial asset management offerings.
These actions, including the steps taken to view our Company in two broad areas, OFSE and IET, will not change our current segment reporting structure.
CORPORATE RESPONSIBILITY
In 2020, we reset our carbon emissions reduction base year from 2012 to 2019 to account for corporate changes, new acquisitions, divestitures, and to reflect changes in methodology in accordance with the Greenhouse Gas Protocol.
We continue to make progress on emissions reductions.
We reported in our 2020 Corporate Responsibility report a 15% reduction in operating greenhouse gas emissions over the prior year.
This reduction was partially due to lower activity during the COVID-19 pandemic, but also due to efficiency and emissions reduction efforts across our global business, including facility energy efficiency and operational energy efficiency, uptake of renewable and zero-carbon energy, and emissions reduction in our vehicle fleets.
In addition, OFE offers a full range of onshore and offshore wellhead products, flow-control equipment, valves, actuators, and related services.
As a supplier of turbomachinery equipment and solutions, TPS uses technology to help customers reduce their environmental impact by making their operations
Through its acquisition of ARMS reliability and its investment and alliance with Augury, DS also provides integrated asset performance management offerings.
technologies.
TPS also invests in its process and safety valve business bringing new digital applications including analytics to our customers.
DS also invests in technologies to measure, monitor, and minimize carbon emissions.
The IP cross-licenses remain in place irrespective of GE's ownership level in BHH LLC.
Due to COVID-19 and other macro-economic factors, the availability of electronic components has resulted in additional expediting activities, fulfillment challenges, and in some cases price increases.
We have also seen price increases for ferrous and non-ferrous metals and other raw materials.
Our procurement teams utilize advanced planning and may enter into strategic agreements with our global suppliers to minimize price impacts and other availability challenges.
We anticipate some pricing and fulfillment volatility for certain raw materials and components to continue through 2022.
At Baker Hughes, our people are central contributors to our purpose of taking energy forward.
We believe unique ideas and perspectives fuel innovation and our differences make us stronger.
We value difference in gender, race, ethnicity, age, gender identity, sexual orientation, ability, cultural background, religion, veteran status, experience, and thought across the globe.
We celebrate the diversity and uniqueness of each employee and believe that everyone has the right to be treated with fairness, dignity, and respect.
As we continue to prioritize DEI, we focused on diversifying our workforce, with a particular emphasis on increasing gender representation.
In 2021, the percentage of people who identify as women in our workforce, senior leadership positions, and Board of Directors, is 19%, 18%, and 33%, respectively.
Specific to the U.S., 36% of Baker Hughes employees identify as people of color.
In 2019, we accelerated our separation efforts from GE and in September 2019, GE sold down its stake in Baker Hughes to below 50%.
We believe in doing the right thing every time, and delivering the best quality and safest products, services, processes, solutions, and technologies in the industry.
emissions by 2050.
We reported in our 2019 Corporate Social Responsibility report a 31% reduction in operating emissions since 2012 through a commitment to new technology and operational efficiencies.
We have established a global additive manufacturing technology network with a mission to bring commercial-scale production closer to customers, reducing transportation impact and associated emissions.
gas industry, as well as broader chemical and industrial segments.
We are also leveraging advanced manufacturing techniques to transform our supply chain and design new parts and components that ultimately will lower costs and operational carbon emissions.
In 2020, we acquired Compact Carbon Capture, a technology development company specializing in carbon capture solutions, to advance industrial decarbonization.
We are an energy technology company that has a diverse portfolio of equipment and service capabilities that span the energy and industrial value chain.
No single customer accounted for 10% or more of our revenue in the current year.
The OFE drilling product line offers blowout preventers, control systems, marine drilling risers, wellhead connectors, diverters, and related services for floaters, jack-ups, and land drilling rigs.
In addition, OFE offers a full range of onshore wellhead products, valves, actuators, related services, and also designs, manufactures and markets spoolable pipe systems including reinforced thermoplastic pipe (RTP) for exploration and production in the onshore upstream and midstream segments.
Its strong track record of innovation enables OFE to enter into long-term, performance-based service agreements with our customers.
In the drilling product line, competitors include NOV and Schlumberger.
The DS software business is built to handle data at an industrial scale, giving customers the power to innovate, and make faster, more confident decisions to maximize performance.
for which responsibility is assessed proportionate to fault.
In connection with the Master Agreement Framework, GE entered into an amended and restated IP cross-license agreement (the IP Cross-License Agreement) with BHH LLC.
Agreement.
Market conditions can trigger constraints in the supply of certain raw materials, and we are always seeking ways to ensure the availability and manage the cost of raw materials.
Our procurement department uses its size and buying power to enhance its access to key materials at competitive prices.
Our recent efforts have been focused in two areas: expanding our efforts to recruit and hire diverse talent and inspiring an inclusive and diverse culture through programs such as employee resource groups.
These groups can have a powerful influence on building awareness, change, and community, give a voice to groups who may otherwise be unheard, and help elevate conversation and awareness around key issues.
They take an active role in forming Company priorities, employee engagement activities, and engaging in community service in the communities where we operate.
This benefit typically exceeds local requirements.
Professional Development
In 2020, 6,155 employees participated in leadership training courses.
Prioritizing the health and safety of our employees and their families is critical.
Our Perfect HSE Day remains the cornerstone of our HSE efforts.
We achieved 200 Perfect HSE days in 2020, a 24% increase from the prior year.
During 2020, the mental health of our employees became an even greater focus.
In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.
This includes having the vast majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work.
The Baker Hughes Foundation has been a steward of charitable resources for meaningful community impact.
The Foundation seeks to advance environmental quality, education, health, safety, and wellness around the world by supporting organizations with shared values, demonstrated leadership, evidence of impact, financial soundness, and the capacity to implement initiatives and evaluate their success.
Compact, which commenced in 2019 and requires annual communication of progress.
sets laws governing working conditions, paid leave, workplace safety, wage and hour standards, and hiring and employment practices.
| Uwem Ukpong | | | | | | 49 | | | | | | Executive Vice President, Regions, Alliances & Enterprise Sales Uwem Ukpong is the Executive Vice President, Regions, Alliances & Enterprise Sales of the Company. Prior to this role, he served as the Executive Vice President, Global Operations from January 2018 to April 2020 and Chief Integration Officer of the Company from July 2017 to January 2018. He served as Vice President, Baker Hughes Integration for GE Oil & Gas from October 2016 to July 2017 and President and CEO of the GE Oil & Gas Surface Business from January 2016 to October 2016. He held various technical and leadership roles at Schlumberger from 1993 to 2015. | | |
An excerpt. Shown here: 40 of 125 rewritten, 40 of 86 added and all 37 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Cover and table of contents
34 rewritten, 7 added, 6 removed, 63 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]
| Class A Common Stock, $0.0001 Par Value per Share | | | BKR | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |
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, [removed: 2020] [added: 2021] reported by the New York Stock Exchange) was approximately [removed: $5,492,452,024.][added: $15,782,188,948.]
As of February [removed: 19, 2021,] [added: 7, 2022,] the registrant had outstanding [removed: 728,963,146] [added: 953,340,976] shares of Class A Common Stock, $0.0001 par value per share and [removed: 311,432,660] [added: 74,129,913] shares of Class B Common Stock, $0.0001 par value per share.
Portions of Registrant's Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
| [Item [removed: 1.](#i0685a1518c984b97b0706cfa7ed9c6f4_13)] [added: 1.](#ib520ef6b948e4e87881601abc6392b6b_13)] | | | [removed: [Business](#i0685a1518c984b97b0706cfa7ed9c6f4_13)] [added: [Business](#ib520ef6b948e4e87881601abc6392b6b_13)] | | | [removed: [1](#i0685a1518c984b97b0706cfa7ed9c6f4_13)] [added: [1](#ib520ef6b948e4e87881601abc6392b6b_13)] | | |
| [Item [removed: 1A.](#i0685a1518c984b97b0706cfa7ed9c6f4_16)] [added: 1A.](#ib520ef6b948e4e87881601abc6392b6b_16)] | | | [Risk [removed: Factors](#i0685a1518c984b97b0706cfa7ed9c6f4_16)] [added: Factors](#ib520ef6b948e4e87881601abc6392b6b_16)] | | | [removed: [13](#i0685a1518c984b97b0706cfa7ed9c6f4_16)] [added: [14](#ib520ef6b948e4e87881601abc6392b6b_16)] | | |
| [Item [removed: 1B.](#i0685a1518c984b97b0706cfa7ed9c6f4_19)] [added: 1B.](#ib520ef6b948e4e87881601abc6392b6b_19)] | | | [Unresolved Staff [removed: Comments](#i0685a1518c984b97b0706cfa7ed9c6f4_19)] [added: Comments](#ib520ef6b948e4e87881601abc6392b6b_19)] | | | [removed: [24](#i0685a1518c984b97b0706cfa7ed9c6f4_19)] [added: [23](#ib520ef6b948e4e87881601abc6392b6b_19)] | | |
| [Item [removed: 2.](#i0685a1518c984b97b0706cfa7ed9c6f4_22)] [added: 2.](#ib520ef6b948e4e87881601abc6392b6b_22)] | | | [removed: [Properties](#i0685a1518c984b97b0706cfa7ed9c6f4_22)] [added: [Properties](#ib520ef6b948e4e87881601abc6392b6b_22)] | | | [removed: [24](#i0685a1518c984b97b0706cfa7ed9c6f4_22)] [added: [24](#ib520ef6b948e4e87881601abc6392b6b_22)] | | |
| [Item [removed: 3.](#i0685a1518c984b97b0706cfa7ed9c6f4_25)] [added: 3.](#ib520ef6b948e4e87881601abc6392b6b_25)] | | | [Legal [removed: Proceedings](#i0685a1518c984b97b0706cfa7ed9c6f4_25)] [added: Proceedings](#ib520ef6b948e4e87881601abc6392b6b_25)] | | | [removed: [24](#i0685a1518c984b97b0706cfa7ed9c6f4_25)] [added: [24](#ib520ef6b948e4e87881601abc6392b6b_25)] | | |
| [Item [removed: 4.](#i0685a1518c984b97b0706cfa7ed9c6f4_28)] [added: 4.](#ib520ef6b948e4e87881601abc6392b6b_28)] | | | [Mine Safety [removed: Disclosures](#i0685a1518c984b97b0706cfa7ed9c6f4_28)] [added: Disclosures](#ib520ef6b948e4e87881601abc6392b6b_28)] | | | [removed: [24](#i0685a1518c984b97b0706cfa7ed9c6f4_28)] [added: [24](#ib520ef6b948e4e87881601abc6392b6b_28)] | | |
| [Item [removed: 5.](#i0685a1518c984b97b0706cfa7ed9c6f4_34)] [added: 5.](#ib520ef6b948e4e87881601abc6392b6b_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0685a1518c984b97b0706cfa7ed9c6f4_34)] [added: Securities](#ib520ef6b948e4e87881601abc6392b6b_34)] | | | [removed: [25](#i0685a1518c984b97b0706cfa7ed9c6f4_34)] [added: [25](#ib520ef6b948e4e87881601abc6392b6b_34)] | | |
| [Item [removed: 7.](#i0685a1518c984b97b0706cfa7ed9c6f4_40)] [added: 7.](#ib520ef6b948e4e87881601abc6392b6b_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0685a1518c984b97b0706cfa7ed9c6f4_40)] [added: Operations](#ib520ef6b948e4e87881601abc6392b6b_40)] | | | [removed: [28](#i0685a1518c984b97b0706cfa7ed9c6f4_40)] [added: [28](#ib520ef6b948e4e87881601abc6392b6b_40)] | | |
| [Item [removed: 7A.](#i0685a1518c984b97b0706cfa7ed9c6f4_61)] [added: 7A.](#ib520ef6b948e4e87881601abc6392b6b_61)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0685a1518c984b97b0706cfa7ed9c6f4_61)] [added: Risk](#ib520ef6b948e4e87881601abc6392b6b_61)] | | | [removed: [44](#i0685a1518c984b97b0706cfa7ed9c6f4_61)] [added: [43](#ib520ef6b948e4e87881601abc6392b6b_61)] | | |
| [Item [removed: 8.](#i0685a1518c984b97b0706cfa7ed9c6f4_64)] [added: 8.](#ib520ef6b948e4e87881601abc6392b6b_64)] | | | [Financial Statements and Supplementary [removed: Data](#i0685a1518c984b97b0706cfa7ed9c6f4_64)] [added: Data](#ib520ef6b948e4e87881601abc6392b6b_64)] | | | [removed: [46](#i0685a1518c984b97b0706cfa7ed9c6f4_64)] [added: [45](#ib520ef6b948e4e87881601abc6392b6b_64)] | | |
| | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i0685a1518c984b97b0706cfa7ed9c6f4_67)] [added: Reporting](#ib520ef6b948e4e87881601abc6392b6b_67)] | | | [removed: [46](#i0685a1518c984b97b0706cfa7ed9c6f4_67)] [added: [45](#ib520ef6b948e4e87881601abc6392b6b_67)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i0685a1518c984b97b0706cfa7ed9c6f4_70)] [added: Firm](#ib520ef6b948e4e87881601abc6392b6b_70)] | | | [removed: [47](#i0685a1518c984b97b0706cfa7ed9c6f4_70)] [added: [46](#ib520ef6b948e4e87881601abc6392b6b_70)] | | |
| | | | [removed: [Consolidated](#i0685a1518c984b97b0706cfa7ed9c6f4_73) [Statements] [added: [Consolidated Statements] of Income [removed: (Loss)](#i0685a1518c984b97b0706cfa7ed9c6f4_73)] [added: (Loss)](#ib520ef6b948e4e87881601abc6392b6b_73)] | | | [removed: [50](#i0685a1518c984b97b0706cfa7ed9c6f4_73)] [added: [49](#ib520ef6b948e4e87881601abc6392b6b_73)] | | |
| | | | [removed: [Consolidated](#i0685a1518c984b97b0706cfa7ed9c6f4_76) [Statements] [added: [Consolidated Statements] of Comprehensive Income [removed: (Loss)](#i0685a1518c984b97b0706cfa7ed9c6f4_76)] [added: (Loss)](#ib520ef6b948e4e87881601abc6392b6b_76)] | | | [removed: [51](#i0685a1518c984b97b0706cfa7ed9c6f4_76)] [added: [50](#ib520ef6b948e4e87881601abc6392b6b_76)] | | |
| | | | [Consolidated Statements of Financial [removed: Position](#i0685a1518c984b97b0706cfa7ed9c6f4_79)] [added: Position](#ib520ef6b948e4e87881601abc6392b6b_79)] | | | [removed: [52](#i0685a1518c984b97b0706cfa7ed9c6f4_79)] [added: [51](#ib520ef6b948e4e87881601abc6392b6b_79)] | | |
| | | | [removed: [Consolidated](#i0685a1518c984b97b0706cfa7ed9c6f4_85) [Statements] [added: [Consolidated Statements] of Changes in [removed: Equity](#i0685a1518c984b97b0706cfa7ed9c6f4_85)] [added: Equity](#ib520ef6b948e4e87881601abc6392b6b_85)] | | | [removed: [53](#i0685a1518c984b97b0706cfa7ed9c6f4_85)] [added: [52](#ib520ef6b948e4e87881601abc6392b6b_85)] | | |
| | | | [removed: [Consolidated](#i0685a1518c984b97b0706cfa7ed9c6f4_91) [Statements] [added: [Consolidated Statements] of Cash [removed: Flows](#i0685a1518c984b97b0706cfa7ed9c6f4_91)] [added: Flows](#ib520ef6b948e4e87881601abc6392b6b_91)] | | | [removed: [54](#i0685a1518c984b97b0706cfa7ed9c6f4_91)] [added: [53](#ib520ef6b948e4e87881601abc6392b6b_91)] | | |
| | | | [Notes to [removed: Consolidated](#i0685a1518c984b97b0706cfa7ed9c6f4_94) [Financial Statements](#i0685a1518c984b97b0706cfa7ed9c6f4_94)] [added: Consolidated Financial Statements](#ib520ef6b948e4e87881601abc6392b6b_94)] | | | [removed: [55](#i0685a1518c984b97b0706cfa7ed9c6f4_94)] [added: [54](#ib520ef6b948e4e87881601abc6392b6b_94)] | | |
| [Item [removed: 9.](#i0685a1518c984b97b0706cfa7ed9c6f4_190)] [added: 9.](#ib520ef6b948e4e87881601abc6392b6b_163)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i0685a1518c984b97b0706cfa7ed9c6f4_190)] [added: Disclosure](#ib520ef6b948e4e87881601abc6392b6b_163)] | | | [removed: [95](#i0685a1518c984b97b0706cfa7ed9c6f4_190)] [added: [92](#ib520ef6b948e4e87881601abc6392b6b_163)] | | |
| [Item [removed: 9A.](#i0685a1518c984b97b0706cfa7ed9c6f4_193)] [added: 9A.](#ib520ef6b948e4e87881601abc6392b6b_166)] | | | [Controls and [removed: Procedures](#i0685a1518c984b97b0706cfa7ed9c6f4_193)] [added: Procedures](#ib520ef6b948e4e87881601abc6392b6b_166)] | | | [removed: [95](#i0685a1518c984b97b0706cfa7ed9c6f4_193)] [added: [93](#ib520ef6b948e4e87881601abc6392b6b_166)] | | |
| [Item [removed: 9B.](#i0685a1518c984b97b0706cfa7ed9c6f4_196)] [added: 9B.](#ib520ef6b948e4e87881601abc6392b6b_169)] | | | [Other [removed: Information](#i0685a1518c984b97b0706cfa7ed9c6f4_196)] [added: Information](#ib520ef6b948e4e87881601abc6392b6b_169)] | | | [removed: [95](#i0685a1518c984b97b0706cfa7ed9c6f4_196)] [added: [93](#ib520ef6b948e4e87881601abc6392b6b_169)] | | |
| [Item [removed: 10.](#i0685a1518c984b97b0706cfa7ed9c6f4_202)] [added: 10.](#ib520ef6b948e4e87881601abc6392b6b_175)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0685a1518c984b97b0706cfa7ed9c6f4_202)] [added: Governance](#ib520ef6b948e4e87881601abc6392b6b_175)] | | | [removed: [96](#i0685a1518c984b97b0706cfa7ed9c6f4_202)] [added: [94](#ib520ef6b948e4e87881601abc6392b6b_175)] | | |
| [Item [removed: 11.](#i0685a1518c984b97b0706cfa7ed9c6f4_205)] [added: 11.](#ib520ef6b948e4e87881601abc6392b6b_178)] | | | [Executive [removed: Compensation](#i0685a1518c984b97b0706cfa7ed9c6f4_205)] [added: Compensation](#ib520ef6b948e4e87881601abc6392b6b_178)] | | | [removed: [96](#i0685a1518c984b97b0706cfa7ed9c6f4_205)] [added: [94](#ib520ef6b948e4e87881601abc6392b6b_178)] | | |
| [Item [removed: 12.](#i0685a1518c984b97b0706cfa7ed9c6f4_208)] [added: 12.](#ib520ef6b948e4e87881601abc6392b6b_181)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0685a1518c984b97b0706cfa7ed9c6f4_208)] [added: Matters](#ib520ef6b948e4e87881601abc6392b6b_181)] | | | [removed: [96](#i0685a1518c984b97b0706cfa7ed9c6f4_208)] [added: [94](#ib520ef6b948e4e87881601abc6392b6b_181)] | | |
| [Item [removed: 13.](#i0685a1518c984b97b0706cfa7ed9c6f4_211)] [added: 13.](#ib520ef6b948e4e87881601abc6392b6b_184)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0685a1518c984b97b0706cfa7ed9c6f4_211)] [added: Independence](#ib520ef6b948e4e87881601abc6392b6b_184)] | | | [removed: [97](#i0685a1518c984b97b0706cfa7ed9c6f4_211)] [added: [95](#ib520ef6b948e4e87881601abc6392b6b_184)] | | |
| [Item [removed: 14.](#i0685a1518c984b97b0706cfa7ed9c6f4_214)] [added: 14.](#ib520ef6b948e4e87881601abc6392b6b_187)] | | | [Principal Accounting Fees and [removed: Services](#i0685a1518c984b97b0706cfa7ed9c6f4_214)] [added: Services](#ib520ef6b948e4e87881601abc6392b6b_187)] | | | [removed: [97](#i0685a1518c984b97b0706cfa7ed9c6f4_214)] [added: [95](#ib520ef6b948e4e87881601abc6392b6b_187)] | | |
| [Item [removed: 15.](#i0685a1518c984b97b0706cfa7ed9c6f4_220)] [added: 15.](#ib520ef6b948e4e87881601abc6392b6b_193)] | | | [Exhibits and Financial Statement [removed: Schedules](#i0685a1518c984b97b0706cfa7ed9c6f4_220)] [added: Schedules](#ib520ef6b948e4e87881601abc6392b6b_193)] | | | [removed: [98](#i0685a1518c984b97b0706cfa7ed9c6f4_220)] [added: [96](#ib520ef6b948e4e87881601abc6392b6b_193)] | | |
| [Item [removed: 16.](#i0685a1518c984b97b0706cfa7ed9c6f4_223)] [added: 16.](#ib520ef6b948e4e87881601abc6392b6b_196)] | | | [Form 10-K [removed: Summary](#i0685a1518c984b97b0706cfa7ed9c6f4_223)] [added: Summary](#ib520ef6b948e4e87881601abc6392b6b_196)] | | | [removed: [102](#i0685a1518c984b97b0706cfa7ed9c6f4_223)] [added: [100](#ib520ef6b948e4e87881601abc6392b6b_196)] | | |
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | i
| | | | [Part I](#ib520ef6b948e4e87881601abc6392b6b_10) | | | | | |
| | | | [Part II](#ib520ef6b948e4e87881601abc6392b6b_31) | | | | | |
| [Item 6.](#ib520ef6b948e4e87881601abc6392b6b_37) | | | [\[Reserved\]](#ib520ef6b948e4e87881601abc6392b6b_37) | | | [27](#ib520ef6b948e4e87881601abc6392b6b_37) | | |
| [Item 9C.](#ib520ef6b948e4e87881601abc6392b6b_1777) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ib520ef6b948e4e87881601abc6392b6b_1777) | | | [93](#ib520ef6b948e4e87881601abc6392b6b_1777) | | |
| | | | [Part III](#ib520ef6b948e4e87881601abc6392b6b_172) | | | | | |
| | | | [Part IV](#ib520ef6b948e4e87881601abc6392b6b_190) | | | | | |
| | | | [Signatures](#ib520ef6b948e4e87881601abc6392b6b_199) | | | [101](#ib520ef6b948e4e87881601abc6392b6b_199) | | |
| | | | [Part I](#i0685a1518c984b97b0706cfa7ed9c6f4_10) | | | | | |
| | | | [Part II](#i0685a1518c984b97b0706cfa7ed9c6f4_31) | | | | | |
| [Item 6.](#i0685a1518c984b97b0706cfa7ed9c6f4_37) | | | [(Removed](#i0685a1518c984b97b0706cfa7ed9c6f4_37) [](#i0685a1518c984b97b0706cfa7ed9c6f4_37)[and](#i0685a1518c984b97b0706cfa7ed9c6f4_37) [](#i0685a1518c984b97b0706cfa7ed9c6f4_37)[Reserved)](#i0685a1518c984b97b0706cfa7ed9c6f4_37) | | | [27](#i0685a1518c984b97b0706cfa7ed9c6f4_37) | | |
| | | | [Part III](#i0685a1518c984b97b0706cfa7ed9c6f4_199) | | | | | |
| | | | [Part IV](#i0685a1518c984b97b0706cfa7ed9c6f4_217) | | | | | |
| | | | [Signatures](#i0685a1518c984b97b0706cfa7ed9c6f4_226) | | | [103](#i0685a1518c984b97b0706cfa7ed9c6f4_226) | | |
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 1 added, 0 removed, 1 unchanged
Baker Hughes Company 2021 Form 10-K | 23
Item 2. PROPERTIES
4 rewritten, 0 added, 0 removed, 12 unchanged
The following sets forth the location of our principal owned or leased facilities for our business segments as of December 31, [removed: 2020:][added: 2021:]
| *Oilfield Equipment:* | | | | | | [removed: Houston and Humble, Texas - located in the United States;] Montrose, Scotland; [removed: Nailsea,] [added: Nailsea and Newcastle,] England; Niteroi, Brazil; [added: Singapore, Singapore;] Suzhou, China; Dammam, Saudi Arabia | | |
| *Turbomachinery & Process Solutions:* | | | | | | Deer Park, Texas and Jacksonville, Florida - located in the United States; [removed: Florence and] [added: Florence,] Massa, [added: Bari, and Talamona,] Italy; Le Creusot, France; Coimbatore, India | | |
| *Digital Solutions:* | | | | | | Billerica, [removed: Massachusetts and] [added: Massachusetts;] Minden, [removed: Nevada] [added: Nevada; Longmont, Colorado; Twinsburg, Ohio] - [added: all] located in the United States; [removed: Groby,] [added: Leicester and Cramlington,] England; Shannon, Ireland; [removed: Hurth, Germany] [added: Hurth and Wunstorf, Germany; Shanghai, China] | | |
Item 4. MINE SAFETY DISCLOSURES
2 rewritten, 0 added, 1 removed, 1 unchanged
We have no mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K to report for the fiscal year ended December 31, [removed: 2020.][added: 2021.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 24
Our barite mining operations, in support of our drilling fluids products and services business, are subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
27 rewritten, 13 added, 10 removed, 7 unchanged
Our Class A common stock, $0.0001 par value per share, is traded on the [removed: New York Stock Exchange] [added: Nasdaq Global Select Market] under the ticker symbol 'BKR'.
As of February [removed: 19, 2021,] [added: 7, 2022,] there were approximately [removed: 6,506] [added: 6,174] stockholders of record.
All of our issued and outstanding Class B common stock, $0.0001 par value per share, is owned by [removed: GE and its affiliate.][added: GE.]
The following table contains information about our purchases of Class A common stock equity securities during the fourth quarter of [removed: 2020.][added: 2021.]
| Period | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid Per Share (2) | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Plan or Programs (3) | | | | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs [removed: (3)] [added: (4)] | | |
(1)Represents Class A common stock purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units and [removed: from] [added: shares purchased in] the [removed: automatic exercise of certain stock options at their expiration.][added: open market under our publicly announced program.]
(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 [removed: units.][added: units and shares purchased in the open market under our publicly announced purchase program.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 25
The following graphs compare the change in our cumulative total [removed: stockholder] [added: shareholder] return on our common stock (assuming reinvestment of dividends into common stock at the date of payment) with the cumulative total return on the published Standard & Poor's [removed: (S&P)] [added: ("S&P")] 500 Stock Index and the cumulative total return on the S&P 500 Oil and Gas Equipment and Services Index over the preceding five-year period.
The first graph below reflects total shareholder returns for Baker Hughes Incorporated (our predecessor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act) from December 31, [removed: 2015] [added: 2016] to July 3, 2017, the date of consummation of the Transactions.
The second graph below reflects the total shareholder returns for our common stock from July 5, 2017, the first business day following consummation of the Transactions, to December 31, [removed: 2020.][added: 2021.]
Comparison of [removed: One Year and] Six Months Cumulative Total Return
[removed: ][added: ]
| | | | | | | [removed: 2015 | | | | | |] 2016 | | | | | | July 3, 2017 | | |
| Baker Hughes Incorporated [removed: (BHI)] [added: ("BHI")] | | | | | | $ | 100.00 | | | | | $ | [removed: 142.81 | | | | | $ | 127.51] [added: 89.28] | |
| S&P 500 Stock Index | | | | | | 100.00 | | | | | | [removed: 111.96 | | | | | | 122.71] [added: 109.60] | | |
| S&P 500 Oil and Gas Equipment and Services Index | | | | | | 100.00 | | | | | | [removed: 131.93 | | | | | | 154.89] [added: 117.40] | | |
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 26
The following graph compares the change in cumulative total [removed: stockholder] [added: shareholder] return on our common stock (assuming reinvestment of dividends into common stock at the date of payment) with the cumulative total return on the published S&P 500 Stock Index and the cumulative total return on the S&P 500 Oil and Gas Equipment and Services Index over the preceding [removed: three] [added: four] year and six month period.
The graph reflects total shareholder returns for our common stock from July 5, 2017, the first business day following consummation of the Transactions, to December 31, [removed: 2020.][added: 2021.]
Comparison of [removed: Three] [added: Four] Years and Six Months Cumulative Total Return
[removed: ][added: ]
| | | | | | | July 5, 2017 | | | | | | December 31, 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | [added: | | | 2021 | | |]
| Baker Hughes Company [removed: (BKR)] [added: ("BKR")] | | | | | | $ | 100.00 | | | | | $ | 85.84 | | | | | $ | 59.73 | | | | | $ | 73.44 | | | | | $ | 62.33 | | [added: | | | $ | 74.15 | |]
| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 110.97 | | | | | | 106.11 | | | | | | 139.52 | | | | | | 165.19 | | | [added: | | | 212.60 | | |]
| S&P 500 Oil and Gas Equipment and Services Index | | | | | | 100.00 | | | | | | 106.02 | | | | | | 62.06 | | | | | | 68.59 | | | | | | 43.75 | | | [added: | | | 55.80 | | |]
The comparison of total return on investment (change in year-end stock price plus reinvested dividends) assumes that $100 was invested on December 31, [removed: 2015] [added: 2016] and July 5, 2017, respectively, in BHI and Baker Hughes common stock, the S&P 500 Index and the S&P 500 Oil and Gas Equipment and Services Index.
| October 1-31, 2021 | | | 5,320,329 | | | | | | $ | 25.59 | | | | | 5,294,567 | | | | | | $ | 1,767,840,306 | |
| November 1-30, 2021 | | | 3,898,060 | | | | | | 24.42 | | | | | | 3,890,871 | | | | | | $ | 1,672,834,385 | |
| December 1-31, 2021 | | | 4,086,149 | | | | | | 24.22 | | | | | | 4,082,698 | | | | | | $ | 1,573,964,802 | |
| Total | | | 13,304,538 | | | | | | $ | 24.82 | | | | | 13,268,136 | | | | | | | | |
(3)On July 30, 2021, our Board of Directors authorized the Company to repurchase up to $2 billion of its Class A common stock.
During 2021, we entered into purchase plans that complied with Rule 10b5-1 of the Exchange Act (the "10b5-1 Plans").
Under the 10b5-1 Plans, the agents repurchased a number of our Class A common stock determined under the terms of the 10b5-1 Plans each trading day based on the trading price of the stock on that day.
(4)During the three months ended December 31, 2021, we repurchased and subsequently canceled 13.3 million shares of Class A common stock at an average price of $24.82 per share for a total of $329 million.
This includes 0.4 million of Class A common stock totaling $11 million that were repurchased but for which settlement and cancellation had not occurred as of December 31, 2021.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1-31, 2020 | | | 3,238 | | | | | | $ | 15.13 | | | | | — | | | | | | $ | 18,690,655 | |
| November 1-30, 2020 | | | 14,490 | | | | | | 20.01 | | | | | | — | | | | | | $ | 18,690,655 | |
| December 1-31, 2020 | | | 9,893 | | | | | | 20.51 | | | | | | — | | | | | | $ | 18,690,655 | |
| Total | | | 27,621 | | | | | | $ | 19.62 | | | | | — | | | | | | | | |
(3)We did not repurchase any shares of Class A common stock in the fourth quarter of 2020.
As of December 31, 2020, the stock repurchase program has been substantially completed.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Item 6. [RESERVED]
1 rewritten, 0 added, 0 removed, 0 unchanged
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 27
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
644 rewritten, 203 added, 227 removed, 858 unchanged
Based on our assessment, our principal executive officer and principal financial officer concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 46][added: 45]
We have audited the accompanying consolidated statements of financial position of Baker Hughes Company and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income (loss), comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 25, 2021] [added: 11, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
*Critical Audit [removed: Matters*][added: Matter*]
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
*Revenue recognition on certain agreements for sales of [removed: new products] [added: goods] manufactured to unique customer specifications*
We identified revenue recognition for certain [removed: agreements for] [added: contracts from the] sales of [removed: new products] [added: goods manufactured to unique customer specifications] as a critical audit matter.
Complex auditor judgment was required in evaluating the Company's long-term estimates of the expected [removed: direct material] costs to be incurred in order to complete these [removed: agreements.][added: contracts.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 47][added: 46]
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process for sales of [removed: new products.][added: goods manufactured to unique customer specifications.]
This included controls pertaining to the Company's estimation of [removed: direct material] costs expected to be incurred to complete [removed: agreements] [added: contracts] for sales of [removed: new products.][added: goods manufactured to unique customer specifications.]
We evaluated the Company's ability to accurately estimate [removed: direct material] costs expected to be incurred to complete the [removed: agreements] [added: contracts] for sales of [removed: new products.][added: goods manufactured to unique customer specifications.]
We evaluated the estimated [removed: direct material] costs expected to be incurred to complete the [removed: new products] [added: goods manufactured to unique customer specifications] for the [removed: agreements] [added: contracts] by:
–investigating changes to the contract margin when compared to the prior year's estimated contract [removed: margin; and][added: margin.]
Based [removed: on] [added: upon] the results of [removed: the] [added: our interim] quantitative impairment [removed: test as of March 31, 2020, the Company] [added: test, we] concluded that the carrying value of the Oilfield Services [added: and Oilfield Equipment] reporting [removed: unit] [added: units] exceeded [removed: its] [added: their] estimated fair value [removed: and recorded a] [added: as of March 31, 2020, which resulted in] goodwill impairment [removed: charge in the amount] [added: charges] of $11,484 million [removed: associated with the Oilfield Services reporting unit.][added: and $3,289 million, respectively.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 48][added: 47]
We have audited Baker Hughes Company and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income (loss), comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 25, 2021] [added: 11, 2022] expressed an unqualified opinion on those consolidated financial statements.
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 49][added: 48]
[removed: BAKER HUGHES COMPANY][added: Baker Hughes Company 2021 Form 10-K | 49]
| *(In millions, except per share amounts)* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |
| Sales of goods | | | $ | [removed: 12,846] [added: 12,248] | | $ | [removed: 13,689] [added: 12,846] | | $ | [removed: 13,113] [added: 13,689] | |
| Sales of services | | | [removed: 7,859] [added: 8,254] | | | [removed: 10,149] [added: 7,859] | | | [removed: 9,764] [added: 10,149] | | |
| Total revenue | | | [removed: 20,705] [added: 20,502] | | | [removed: 23,838] [added: 20,705] | | | [removed: 22,877] [added: 23,838] | | |
| Cost of goods sold | | | [removed: 11,383] [added: 10,458] | | | [removed: 11,798] [added: 11,383] | | | [removed: 11,524] [added: 11,798] | | |
| Cost of services sold | | | [removed: 6,123] [added: 5,995] | | | [removed: 7,608] [added: 6,123] | | | [removed: 7,367] [added: 7,608] | | |
| Selling, general and administrative | | | [removed: 2,404] [added: 2,470] | | | [removed: 2,832] [added: 2,404] | | | [removed: 2,699] [added: 2,832] | | |
| Goodwill impairment | | | [removed: 14,773] [added: —] | | | [removed: —] [added: 14,773] | | | — | | |
| Restructuring, impairment and other | | | [removed: 1,866] [added: 209] | | | [removed: 342] [added: 1,866] | | | [removed: 433] [added: 342] | | |
| Separation [removed: and merger] related | | | [removed: 134] [added: 60] | | | [removed: 184] [added: 134] | | | [removed: 153] [added: 184] | | |
| Total costs and expenses | | | [removed: 36,683] [added: 19,192] | | | [removed: 22,764] [added: 36,683] | | | [removed: 22,176] [added: 22,764] | | |
| Operating income (loss) | | | [removed: (15,978)] [added: 1,310] | | | [removed: 1,074] [added: (15,978)] | | | [removed: 701] [added: 1,074] | | |
| Other non-operating income (loss), net | | | [removed: 1,040] [added: (583)] | | | [removed: (84)] [added: 1,040] | | | [removed: 202] [added: (84)] | | |
| Interest expense, net | | | [removed: (264)] [added: (299)] | | | [removed: (237)] [added: (264)] | | | [removed: (223)] [added: (237)] | | |
| Income (loss) before income taxes [removed: and equity in loss of affiliate] | | | [removed: (15,202)] [added: 428] | | | [removed: 753] [added: (15,202)] | | | [removed: 680] [added: 753] | | |
| Provision for income taxes | | | [removed: (559)] [added: (758)] | | | [removed: (482)] [added: (559)] | | | [removed: (258)] [added: (482)] | | |
February 11, 2022
–assessing the remaining estimated costs expected to be incurred by expenditure category by comparing to the actual costs incurred during the current year for the selected project; and
February 11, 2022
February 11, 2022
| Less: Net income (loss) attributable to noncontrolling interests | | | (111) | | | (5,821) | | | 143 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | (219) | | | | | | (111) | | | (330) | | |
| Distributions to GE | | | | | | | | | | | | | | | | | | (157) | | | (157) | | |
| Balance at December 31, 2021 | | | — | | | $ | 27,375 | | | | | $ | (10,160) | | $ | (2,385) | | $ | 1,916 | | $ | 16,746 | |
| *(In millions)* | | | 2021 | | | 2020 | | | 2019 | | |
| Net income (loss) | | | $ | (330) | | $ | (15,761) | | $ | 271 | |
| Loss (gain) on equity securities | | | 845 | | | (1,417) | | | — | | |
We are a holding company and have no material assets other than our 88.6% ownership interest in our operating company, Baker Hughes Holdings LLC ("BHH LLC"), and certain intercompany and tax related balances.
BHH LLC is a Securities and Exchange Commission ("SEC") registrant with separate filing requirements with the SEC and its separate financial information can be obtained from www.sec.gov.
The consolidated financial statements include the accounts of Baker Hughes and all of its subsidiaries and affiliates which it controls or variable interest entities for which we have determined that we are the primary beneficiary.
translated at average rates for the respective periods.
revenue activity in the period earned.
Separation related costs relate to the ongoing activities for the separation from GE including costs for the build-out of certain information technology infrastructures as a result of the separation.
both forward and spot prices for currencies and commodities.
| | | | 2021 | | | 2020 | | |
| | | | 2021 | | | 2020 | | |
There were no inventory impairments during 2021.
| Balance at December 31, 2019, gross | | | $ | 15,676 | | $ | 4,186 | | $ | 2,171 | | $ | 2,411 | | $ | 24,444 | |
| Balance at December 31, 2021 | | | $ | 1,549 | | $ | 3 | | $ | 2,172 | | $ | 2,235 | | $ | 5,959 | |
| | | | 2021 | | | | | | | | | 2020 | | | | | | | | |
| 2022 | | | $ | 216 | |
| 2023 | | | 204 | | |
| 2026 | | | 95 | | |
| | | | 2021 | | | 2020 | | |
| | | | 2021 | | | 2020 | | |
| 2022 | | | $ | 216 | | | | |
| 2023 | | | 156 | | | | | |
| 2024 | | | 117 | | | | | |
| 2026 | | | 81 | | | | | |
| Thereafter | | | 315 | | | | | |
| Total | | | $ | 820 | | | | |
| | | | 2021 | | | 2020 | | |
| | | | 2021 | | | | | | 2020 | | | | | |
| | | | Amount | | | Effective Interest Rate (1) | | | Amount | | | Effective Interest Rate (1) | | |
February 25, 2021
The following are the primary procedures we performed to address this critical audit matter.
–evaluating the estimated direct material costs to be incurred by obtaining supplier cost estimates and considering changes to those estimates during the year
*Goodwill impairment in the Oilfield Services reporting unit*
As discussed in Notes 1 and 6 to the consolidated financial statements, the Company has four reporting units which are monitored for impairment on the basis of market conditions.
The Company performs an impairment test on goodwill on an annual basis for each of its reporting units as of July 1, or more frequently when circumstances indicate that an impairment indicator exists at the reporting unit level.
Potential impairment indicators include the results of the most recent annual impairment testing, downward revisions to internal forecasts, declines in market capitalization below book value, and the magnitude and duration of those declines, if any.
The Company identified impairment indicators and therefore performed an interim quantitative impairment test comparing the fair value of each of its reporting units to its carrying value as of March 31, 2020.
The goodwill balance as of December 31, 2020 was $5,977 million, of which $1,539 million was related to the Oilfield Services reporting unit.
Projected revenue, projected operating profit, and the discount rate are elements of the estimated future cash flows used by the Company in determining the fair value of each of the reporting units.
We identified the evaluation of the goodwill impairment analysis for the Oilfield Services reporting unit as a critical audit matter.
Specifically, the evaluation of projected revenue and projected operating profit required the application of subjective auditor judgment because these projections involve assumptions about future events.
In addition, changes to the discount rate assumptions may have a significant effect on the Company’s assessment of the carrying value of the goodwill of the reporting unit.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the goodwill impairment process.
This included controls relating to management’s goodwill impairment test, the development of projected financial information and the discount rate, and management’s review of the projections.
We evaluated the projected revenue and projected operating profit assumptions by comparing the projected amounts to (1) the past performance of the reporting unit, including historical actual results, and (2) relevant industry benchmark data related to future events.
We also considered evidence obtained in other areas of the audit.
We evaluated the Company’s ability to accurately prepare projections by comparing the projected revenues and projected operating profit to actual results for the period.
In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities.
| Equity in loss of affiliate | | | — | | | — | | | (139) | | |
| Diluted income (loss) per Class A common share | | | $ | (14.73) | | $ | 0.23 | | $ | 0.45 | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
(1)Total assets include $45 million and $273 million of assets held on behalf of GE, of which $44 million and $162 million is cash and cash equivalents and $1 million and $111 million is investment securities at December 31, 2020 and 2019, respectively, and a corresponding amount of liability is reported in short-term borrowings.
| Balance at December 31, 2017 | | | — | | | $ | 15,083 | | | | | $ | (103) | | $ | (703) | | $ | 24,133 | | $ | 38,410 | |
| Effect of adoption of ASU 2016-16 on taxes | | | | | | | | | | | | 25 | | | | | | 42 | | | 67 | | |
| Net income | | | | | | | | | | | | 195 | | | | | | 88 | | | 283 | | |
| Other comprehensive loss | | | | | | | | | | | | | | | (230) | | | (343) | | | (573) | | |
| Distributions to GE | | | | | | | | | | | | | | | | | | (495) | | | (495) | | |
| Unrealized gain on equity security | | | (1,417) | | | — | | | — | | |
| Equity in loss of affiliate | | | — | | | — | | | 139 | | |
Notes to Consolidated Financial Statements
The Company was formed as the result of a combination between Baker Hughes Incorporated (BHI) and the oil and gas business (GE O&G) of General Electric Company (GE) (the Transactions).
As of September 16, 2019, GE ceased to hold more than 50% of the voting power of all classes of our outstanding voting stock.
Subsequently, on October 17, 2019, the Company changed its name from Baker Hughes, a GE company to Baker Hughes Company.
On October 18, 2019, the Company began trading as BKR on the New York Stock Exchange.
The Company utilizes historical customer data, prior
In 2020 and 2019, separation and merger related costs primarily include costs incurred in connection with the separation from GE and the finalization of the Master Agreement Framework and Omnibus Agreement.
Prior to 2019, separation and merger related costs primarily include costs associated with the combination of BHI and GE O&G.
Cash and cash equivalents includes a total of $44 million and $162 million of cash at December 31, 2020 and 2019, respectively, held on behalf of GE, and a corresponding liability is reported in short-term borrowings.
An excerpt. Shown here: 40 of 644 rewritten, 40 of 203 added and 40 of 227 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 1 added, 0 removed, 1 unchanged
Baker Hughes Company 2021 Form 10-K | 92
Item 9A. CONTROLS AND PROCEDURES
2 rewritten, 0 added, 0 removed, 2 unchanged
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2020,] [added: 2021,] our disclosure controls and procedures (as defined in Rule 15d-15(e) of the Exchange Act) were effective at a reasonable assurance level.
There has been no change in our internal controls over financial reporting during the year ended December 31, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 2 removed, 1 unchanged
Baker Hughes Company 2020 FORM 10-K | 95
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 3 added, 0 removed, 0 unchanged
New section this year
None.
Baker Hughes Company 2021 Form 10-K | 93
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 1 removed, 4 unchanged
Information concerning our directors is set forth in the sections entitled "Proposal No. 1, Election of Directors - Board Nominees for Directors," and "Corporate Governance - Committees of the Board" in our Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of [removed: Stockholders] [added: Shareholders] to be filed with the SEC pursuant to the Exchange Act within 120 days of the end of our fiscal year on December 31, [removed: 2020 (Proxy Statement),] [added: 2021 ("Proxy Statement"),] which sections are incorporated herein by reference.
Additional information regarding compliance by directors and executive officers with Section 16(a) of the Exchange Act is set forth under the section entitled "Delinquent Section 16(a) Reports" in our Proxy Statement, which section is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information for this item is set forth in the following [removed: sections] [added: section] of our Proxy Statement, which [removed: sections are] [added: section is] incorporated herein by reference: [removed: "Compensation Discussion and Analysis," "Director Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report."][added: "Executive Compensation."]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
5 rewritten, 2 added, 2 removed, 11 unchanged
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 96][added: 94]
The information in the following table is presented as of December 31, [removed: 2020] [added: 2021] with respect to shares of our Class A common stock that may be issued under our [added: current and prior] LTI [removed: Plan which has been approved by our stockholders] [added: Plans] (in millions, except per share prices).
| [removed: Nonstockholder-approved] [added: Nonshareholder-approved] plans | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | |
| Subtotal (except for weighted average exercise price) | | | | | | [removed: 4.2] [added: 5.2] | | | | | | | | | | | | [removed: 30.17] [added: 31.25] | | | | | | | | | | | | [removed: 26.1] [added: 31.7] | | | | | |
| Employee Stock Purchase Plan | | | | | | [removed: 0.7] [added: 0.6] | | | | | | | | | | | | [removed: 17.72] [added: 20.45] | | | | | | | | | | | | [removed: 8.5] [added: 12.5] | | | | | |
| Shareholder-approved plans | | | | | | 5.2 | | | | | | | | | | | | $ | 31.25 | | | | | | | | | | | 31.7 | | | | | |
| Total | | | | | | 5.8 | | | | | | | | | | | | $ | 30.22 | | | | | | | | | | | 44.2 | | | | | |
| Stockholder-approved plans | | | | | | 4.2 | | | | | | | | | | | | $ | 30.17 | | | | | | | | | | | 26.1 | | | | | |
| Total | | | | | | 4.9 | | | | | | | | | | | | $ | 28.43 | | | | | | | | | | | 34.6 | | | | | |
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 1 added, 0 removed, 2 unchanged
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 97][added: 95]
Our independent registered public accounting firm is KPMG LLP, Houston, Texas, Auditor Firm ID: 185.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
102 rewritten, 3 added, 8 removed, 32 unchanged
| [3.1](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0301.htm) | | | [Second Amended and Restated Certificate of Incorporation of Baker Hughes Company dated October [removed: 17, 2019.](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0301.htm)] [added: 1](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0301.htm)[7,](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0301.htm) [2019.](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0301.htm)] | | |
| [4.1](http://www.sec.gov/Archives/edgar/data/808362/000095013408018616/h64661exv4w1.htm) | | | [Indenture, dated October 28, 2008, between Baker Hughes Incorporated (as predecessor [removed: to](http://www.sec.gov/Archives/edgar/data/808362/000095013408018616/h64661exv4w1.htm) [Baker] [added: to Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095013408018616/h64661exv4w1.htm)[)] [added: LLC)] and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/808362/000095013408018616/h64661exv4w1.htm). | | |
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/808362/000095012311079423/h84292exv4w2.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)[5](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] | | | [removed: [First] [added: [Fifth] Supplemental Indenture, dated [removed: as of August 17, 2011,] [added: May 1, 2020] to the Indenture dated as of October 28, 2008, [removed: between] [added: among] Baker Hughes [removed: Incorporated (as predecessor to](http://www.sec.gov/Archives/edgar/data/808362/000095012311079423/h84292exv4w2.htm) [Baker Hughes] Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095012311079423/h84292exv4w2.htm)[)] [added: LLC, Baker Hughes Co-Obligor, Inc.] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/808362/000095012311079423/h84292exv4w2.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] | | |
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)] | | | [Second Supplemental Indenture, dated July 3, 2017, to the Indenture dated as of October 28, 2008, [removed: among](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm) [Baker] [added: among Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)[,] [added: LLC,] Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm). | | |
| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/808362/000094787117001003/ss71530_ex0403.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/808362/000094787117001003/ss71530_ex0403.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000094787117001003/ss71530_ex0403.htm)] | | | [Third Supplemental Indenture, dated December 11, 2017, to the Indenture dated as of October 28, 2008, [removed: among](http://www.sec.gov/Archives/edgar/data/808362/000094787117001003/ss71530_ex0403.htm) [Baker] [added: among Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000094787117001003/ss71530_ex0403.htm)[,] [added: LLC,] Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/808362/000094787117001003/ss71530_ex0403.htm) | | |
| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm)] | | | [Fourth Supplemental Indenture, dated November 7, 2019, to the Indenture dated as of October 28, [removed: 2008,](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm)[among](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm) [Baker] [added: 2008, among Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm)[,] [added: LLC,] Baker Hughes Co-Obligor, Inc. and the Bank of New York Mellon Trust Company, N.A., as Trustee.](http://www.sec.gov/Archives/edgar/data/808362/000095010319015278/dp115699_ex0401.htm) | | |
| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm)] | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated [removed: May 1, 2020] [added: December 9, 2021] to the Indenture dated as of October 28, 2008, among Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm)] | | |
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)[7](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] | | | [Indenture, dated May 15, 1994, between Western Atlas Inc. and The Bank of New [removed: York](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt) [Mellon](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)[,] [added: York Mellon,] as trustee.](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt) | | |
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[8](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)] | | | [First Supplemental Indenture dated July 3, 2017, to the Indenture dated as of May 15, 1994, [removed: among](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) [Baker] [added: among Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[,] [added: LLC,] Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) | | |
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)[9](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)] | | | [First Supplemental Indenture, dated as of July 3, 2017, to the Indenture dated as of May 15, 1991, [removed: among](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm) [Baker] [added: among Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)[,] [added: LLC,] Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm) | | |
| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1701605/000170160521000026/fy20form10-kexhibit410.htm)[10](https://www.sec.gov/Archives/edgar/data/1701605/000170160521000026/fy20form10-kexhibit410.htm)[*](https://www.sec.gov/Archives/edgar/data/1701605/000170160521000026/fy20form10-kexhibit410.htm)] [added: [4.10*](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit410.htm)] | | | [Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1701605/000170160521000026/fy20form10-kexhibit410.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit410.htm)] | | |
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 98][added: 96]
| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm)] | | | [Form of Stock Certificate for Class A Common Stock of Baker Hughes Company under the Laws of the State of Delaware.](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm) | | |
| [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1001.htm) | | | [Transaction Agreement, dated as of February 28, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1001.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1001.htm)[,] [added: LLC,] General Electric Company and GE Aero Power LLC.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1001.htm) | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm) | | | [Stock and Asset Purchase Agreement, dated February 25, 2019, [removed: among](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm) [Baker] [added: among Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm)[,] [added: LLC,] GE Energy Switzerland GmbH and, for the limited purpose of the last sentence of Section 11.06, GE, and for the limited purpose of Section 11.15(b) and the last sentence of Section 11.06, Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm)[.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm)] [added: Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm)] | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1004.htm) | | | [Letter Agreement, dated as of February 28, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1004.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1004.htm) [and] [added: LLC and] General Electric Company regarding the Intercompany Services Agreement.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1004.htm) | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1005.htm) | | | [Letter Agreement, dated as of February 28, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1005.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1005.htm) [and] [added: LLC and] General Electric Company regarding Additives.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1005.htm) | | |
| [10.5](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm) | | | [Omnibus Agreement, dated as of July 31, 2019, between Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm)[,](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm) [](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm)[Baker] [added: Company, Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm) | | |
| [10.6](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit102.htm) | | | [Transition Services Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit102.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit102.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit102.htm) | | |
| [10.7](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit105.htm) | | | [Asset Purchase Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit105.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit105.htm) [and] [added: LLC and] GE Digital LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit105.htm) | | |
| [10.8](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit108.htm) | | | [TM2500 Supply and Distribution Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit108.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit108.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit108.htm) | | |
| [10.9](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit109.htm) | | | [Joint Ownership and License Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit109.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit109.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit109.htm) | | |
| [10.10](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1010.htm) | | | [Bridge Supply and Technology Development Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1010.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1010.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1010.htm) | | |
| [10.11](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm) | | | [STDA Side Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm) | | |
| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1013.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit103.htm)[5](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit103.htm)] | | | [removed: [Second Amendment] [added: [Amendment] to the [removed: GE Global Employee] [added: Amended and Restated Intercompany] Services Agreement, dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1013.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1013.htm) [and] [added: LLC and] General Electric [removed: Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1013.htm)] [added: Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit103.htm)] | | |
| [removed: [10.13*](https://www.sec.gov/Archives/edgar/data/1701605/000170160521000026/fy20form10-kexhibit1013.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)[1](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)[8](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)] | | | [removed: [Third] [added: [First] Amendment to the [removed: GE Global Employee Services Agreement, effective October 1, 2020] [added: Amended and Restated HDGT Distribution and Supply Agreement dated September 16, 2019] between Baker Hughes Holdings LLC and General Electric [removed: Company.](https://www.sec.gov/Archives/edgar/data/1701605/000170160521000026/fy20form10-kexhibit1013.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1014.htm)[4](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1014.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm)] | | | [removed: [Second Amendment and Restatement of Promissory Note,] [added: [GE Digital Referral Agreement,] dated as of July 31, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1014.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1014.htm) [and] [added: LLC and] GE [removed: Oil & Gas US Holdings IV, Inc.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1014.htm)] [added: Digital LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm)[5](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm)[2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm)] | | | [Master Agreement, dated as of November 13, 2018, between Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm)[,](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm)[Baker] [added: Company, Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm) | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)[6](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)] | | | [Amendment No. 1 to the Master Agreement, dated as of January 30, 2019, among General Electric Company, Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)[and](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm) [Baker] [added: Company and Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)[.](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)] [added: LLC.](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)[7](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)] | | | [Amendment No. 2 to the Master Agreement, dated as of February 22, 2019, among General Electric Company, Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm) [and](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm) [Baker] [added: Company and Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)[.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)] [added: LLC.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)[8](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)[5](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)] | | | [Aero-Derivatives Supply and Technology Development Agreement, dated as of November 13, 2018, [removed: between](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm) [and] [added: LLC and] General Electric Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm)[9](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm)[6](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm)] | | | [HDGT Supply Agreement, dated as of November 13, 2018, [removed: between](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm) [and] [added: LLC and] General Electric Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm). | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm)[20](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm)[7](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm)] | | | [Amended and Restated HDGT Distribution and Supply Agreement, dated as of February 27, 2019, [removed: between](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm) [Baker] [added: between Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm) [and] [added: LLC and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm) | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)[1](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit104.htm)[29](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit104.htm)] | | | [removed: [First Amendment] [added: [Agreement] to the Amended [removed: and] [added: &] Restated [removed: HDGT Distribution and Supply Agreement] [added: IP Cross License Agreement,] dated [removed: September 16, 2019 between](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm) [Baker] [added: as of July 31, 2019, between Baker] Hughes Holdings [removed: LLC](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm) [and] [added: LLC and] General Electric [removed: Company.](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm)] [added: Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit104.htm)] | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm)[2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm)[19](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm)] | | | [Amended and Restated Stockholders Agreement, dated as of November 13, 2018, between Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm) [and] [added: Company and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm) | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)[20](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)] | | | [Amendment to the Amended and Restated Stockholders Agreement, dated as of July 31, 2019, between Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm) [and] [added: Company and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm) | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm)[4](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm)] | | | [Amended and Restated Registration Rights Agreement, dated as of July 31, 2019, between Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm) [and] [added: Company and] General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm) | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)[5](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)] | | | [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 [removed: Company](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm) [and](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm) [Baker] [added: Company and Baker] Hughes Holdings [removed: LLC](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)[.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)] [added: LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm)] | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)[6](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] | | | [Amended and Restated Limited Liability Company Agreement of [removed: Baker](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm) [Hughes](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)[Holdings](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)[LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)[dated] [added: Baker Hughes Holdings LLC dated] as [removed: of](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm) [April 15,](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)[2020.](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] [added: of April 15, 2020.](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] | | |
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 99][added: 97]
| [10.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[47](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm) | | | [Baker Hughes Company 2021 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm) | | |
| [10.49+*](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm) | | | [Baker Hughes Company Non-Employee Director Deferral](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm) [Plan as Amended and Restated](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)[.](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm) | | |
| [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160521000072/directorrsuunder2021ltip.htm)[8](http://www.sec.gov/Archives/edgar/data/1701605/000170160521000072/directorrsuunder2021ltip.htm)[0](http://www.sec.gov/Archives/edgar/data/1701605/000170160521000072/directorrsuunder2021ltip.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm) | | | [Form of Director Restricted Stock Unit Award Agreement](http://www.sec.gov/Archives/edgar/data/1701605/000170160521000072/directorrsuunder2021ltip.htm) [dated May 2021](http://www.sec.gov/Archives/edgar/data/1701605/000170160521000072/directorrsuunder2021ltip.htm)[.](http://www.sec.gov/Archives/edgar/data/1701605/000170160521000072/directorrsuunder2021ltip.htm) | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm)[6](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm) | | | [GE Digital Referral Agreement, dated as of July 31, 2019, between](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm) [Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm) [and GE Digital LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm) | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm) | | | [Umbrella Aero-Derivatives IP Agreement, dated as of November 13, 2018, between General Electric Company and](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm) [Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm). | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm) | | | [Equity Repurchase Agreement dated as of November 13, 2018, by and among General Electric Company, Baker Hughes Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm)[,](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm) [and](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm) [Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm)[.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013306/dp98311_ex1001.htm) | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm) | | | [Equity Repurchase Agreement, dated as of September 9, 2019, by and among Baker Hughes Company](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm)[,](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm) [](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm)[Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm) [and General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000119312519242112/d767066dex101.htm) | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm)[5](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm) | | | [Employee Benefits Matters Agreement dated as of November 13, 2018 by and among General Electric Company, Baker Hughes Company](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm) [and](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm) [Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm)[.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm) | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)[6](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm) | | | [Credit Agreement, dated as of December 10, 2019, among](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm) [Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)[, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm) | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095012904001030/h12450exv10w10.txt)[7](http://www.sec.gov/Archives/edgar/data/808362/000095012904001030/h12450exv10w10.txt)[+](http://www.sec.gov/Archives/edgar/data/808362/000095012904001030/h12450exv10w10.txt) | | | [Baker Hughes Incorporated Director Retirement Policy for Certain Former Members of the Board of Directors of Baker Hughes Incorporated.](http://www.sec.gov/Archives/edgar/data/808362/000095012904001030/h12450exv10w10.txt) | | |
| [10.55+](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1001.htm) | | | [Baker Hughes Company](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1001.htm) [Non-Employee Director Deferral Plan.](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1001.htm) | | |
An excerpt. Shown here: 40 of 102 rewritten, all 3 added and all 8 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2021 filing and the FY2020 filing.
Item 16. FORM 10-K SUMMARY
5 rewritten, 3 added, 0 removed, 49 unchanged
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | 102
| Date: | | | February [removed: 25, 2021] [added: 11, 2022] | | | | | | /s/ LORENZO SIMONELLI | | |
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 [removed: 25th] [added: 11th] day of February [removed: 2021.][added: 2022.]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 103][added: 100]
Baker Hughes Company [removed: 2020 FORM] [added: 2021 Form] 10-K | [removed: 104][added: 101]
| /s/ MICHAEL R. DUMAIS | | | | | | Director | | |
| (Michael R. Dumais) | | | | | | | | |
| | | | | | | | | |