Baker Hughes (BKR) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A66 rewritten58 added24 removed150 unchanged
All filing items1,118 rewritten606 added459 removed1,607 unchanged
Summary
counted, not written
- Item 1A lists 38 risk factor headings: 7 new, 6 reworded and 25 unchanged since FY2021. 6 headings from FY2021 no longer appear.
- Sentence by sentence, 606 added, 459 removed, 1,118 rewritten and 1,607 unchanged across 19 items that differ.
New Item 1A headings (7)
- We operate in a highly competitive environment, which may adversely affect our ability to succeed. Our investments in new technologies, equipment, and facilities may not provide competitive returns.
- The implementation of our plan to restructure our corporate organization and operating segments may not achieve the results we anticipate, which could adversely affect our business.
- The potential physical or transition risks posed by climate change could adversely affect our operations and those of our customers.
- The partial or complete loss of GE as a customer or supplier, as well as contracts with our aeroderivative joint venture (the “Aero JV”) with GE may adversely affect our business, financial condition, results of operations and cash flows.
- Our business has and may continue to be adversely affected by a public health emergency or outbreak of a contagious disease or virus, such as the COVID-19 pandemic.
- We could be subject to litigation claims arising out of our products and services which could adversely affect our reputation, financial condition, results of operations and cash flows.
- Demand for our products and services is subject to factors beyond our control and depends substantially on expenditures by our customers. Changes in the global economy could impact our customers’ spending levels and our financial condition, results of operations and cash flows.
Removed Item 1A headings (6)
- We operate in a highly competitive environment, which may adversely affect our ability to succeed.
- Our business could be adversely affected by the widespread outbreak of a disease or virus. The current global spread of the COVID-19 virus has and may continue to materially and adversely affect our results of operations, cash flows, and financial condition for an indeterminate amount of time.
- We are subject to risks related to our relationship with GE.
- Uninsured claims and litigation against us could adversely impact our operating results.
- The potential for physical effects of climate change may pose future risks to our operations and those of our customers.
- Demand for oil and natural gas is subject to factors beyond our control, which may adversely affect our operating results. Changes in the global economy could impact our customers’ spending levels and our revenue and operating results.
Reworded Item 1A headings (6)
- If we are unable to attract and retain
[removed: qualified][added: key] personnel, we may not be able to execute our business strategy effectively and our operations could be adversely affected. - Our business could be impacted by both geopolitical and terrorism
[removed: threats][added: threats, including armed conflict,] in countries where we or our customers do business and our business operations may be impacted by civil unrest and/or government expropriations. - Seasonal and weather
[removed: conditions][added: conditions, including severe weather associated with climate change,] could adversely affect demand for our services and operations. - International, national, and state governments and agencies continue to evaluate and promulgate legislation and regulations that are focused on reducing greenhouse gas ("GHG") emissions. Compliance with 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
[removed: sectors, and boosting demand for technologies contributing to the reduction of GHG emissions.][added: sectors.] [removed: Requirements and voluntary][added: Voluntary] initiatives to reduce[removed: greenhouse gas][added: GHG] emissions, as well as increased climate change awareness, may result in increased costs for the oil and gas industry to curb greenhouse gas emissions and could have an adverse impact on demand for oil and natural gas.- An inability to obtain, maintain,
[removed: protect][added: protect, defend] or enforce our intellectual property rights could adversely affect our business.
A heading is new when no FY2021 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 FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
66 rewritten, 58 added, 24 removed, 150 unchanged
We operate in a highly competitive environment, which may adversely affect our ability to [removed: succeed.][added: succeed.]
[removed: In addition, our] [added: Our] investments in new technologies, equipment, and facilities may not provide competitive [removed: returns.][added: returns.]
If we are unable to continue to develop and produce competitive [added: and innovative] technology or deliver it to our clients in a timely and cost-competitive manner in [removed: various markets] [added: response to changes] in [removed: which we operate,] [added: the market, customer requirements, competitive pressures,] or [added: as a result of the energy transition to lower carbon emitting technology, or] if competing technology accelerates the obsolescence of any of our products or services, any competitive advantage that we may hold, and in turn, our business, financial [removed: condition and] [added: condition,] results of operations [added: and cash flows] could be materially and adversely affected.
[removed: The] [added: In the past, the] markets have experienced volatility in oil demand due to the economic impacts of [added: public health emergencies, such as] the COVID-19 pandemic.
If demand for our products and services [removed: declines,] [added: decline as a result of a public health emergency,] the utilization of our assets and the prices we are able to charge our customers for our products and services could decline.
The continued spread of COVID-19 or a similar pandemic could result in further instability in the markets and decreases in commodity prices resulting in further adverse impacts on our [added: financial condition,] results of [removed: operations, cash flows,] [added: operations] and [removed: financial condition.][added: cash flows.]
In addition, the [removed: continued] [added: outbreak and] spread of [removed: the] [added: contagious diseases such as] COVID-19 [removed: virus, or similar pandemics,] and [removed: the continuation of the] measures to [removed: try to] contain the [removed: virus or similar viruses, such as vaccine mandates, travel bans and restrictions, quarantines, shelter in place orders, and shutdowns,] [added: disease] may [removed: further] [added: adversely] impact our workforce and operations, [removed: the] operations of our customers, and those of our vendors and suppliers.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 14
There is considerable uncertainty regarding such [added: containment or mitigation] measures and potential future measures which 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 [added: financial condition,] results of [removed: operations, cash flows,] [added: operations] and [removed: financial condition.][added: cash flows.]
Our strategy depends on our ability to develop additional [added: innovative] technologies and work with our customers and partners to advance new energy solutions such as carbon capture 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 [added: or access to credit] could be adversely affected.
[removed: Disruptions within] [added: As a result of these or any other factors,] our [removed: supply chain has had and may continue] [added: ability] to [removed: have an impact on] [added: execute] our [removed: business and reputation,] [added: operations on a timely basis,] including our ability to meet our manufacturing plans and revenue goals, control costs, and avoid shortages or over-supply of raw materials and component [removed: parts.][added: parts, could be adversely affected.]
If we are unable to attract and retain [removed: qualified] [added: key] personnel, we may not be able to execute our business strategy effectively and our operations could be adversely affected.
Our operations and future success depend on our ability to recruit, train, and retain [removed: qualified] [added: key] personnel.
Our business could be impacted by both geopolitical and terrorism [removed: threats] [added: threats, including armed conflict,] 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 threats, including armed conflict among countries, [added: has had and] could [added: in the future] lead to, among other things, a loss of our investment in the country, adverse impact to our employees, and impairment of our or our customers’ ability to conduct operations.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 15
These hazards include blowouts, explosions, [added: unplanned or uncontrolled releases,] nuclear-related events, fires, collisions, capsizings, and severe weather conditions.
Seasonal and weather [removed: conditions] [added: conditions, including severe weather associated with climate change,] could adversely affect demand for our services and operations.
For example, extreme winter conditions in [removed: Canada, Russia,] [added: Canada] or the North Sea may interrupt or curtail our operations, or our customers’ operations, in those areas and result in a loss of revenue.
Under such arrangements, each party is responsible for performing a certain scope of work within the total scope of the contracted work, and [added: the obligations expire when all contractual obligations are completed.]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 16
Our contracts with customers generally may be terminated by the customer for convenience, default, or extended force majeure (which could include inability to perform due to [removed: COVID-19).][added: COVID-19 or a similar pandemic).]
Our financial [removed: position,] [added: condition,] results of [removed: operations, or] [added: operations and] cash flows could be materially adversely affected if our customers terminate some of our [removed: contracts] [added: 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.
The total dollar amount of the Company’s RPO as of December 31, [removed: 2021] [added: 2022] was [removed: $23.6] [added: $27.8] billion.
[removed: Furthermore, countries that rely heavily upon income from hydrocarbon exports have been and] may in the future be negatively and significantly affected by a drop in oil prices, which could affect our ability to collect from our customers in these countries, particularly national oil companies.
Our customers’ access to capital is dependent on their ability to access the funds necessary to develop economically attractive projects based upon their expectations of future energy prices, required [removed: investments] [added: investments,] and resulting returns.
Pursuant to their laws and regulations, governments may impose economic sanctions against certain countries, persons and [added: 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.]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 17
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 18
In addition to environmental and safety regulatory compliance obligations, we may face liability arising out of the normal course of business, including alleged personal [removed: injury or] [added: injury,] property [removed: damage] [added: damage, and human health risks] due to exposure of hazardous substances [added: or processes] at our current or former facilities.
[removed: Our expectations regarding our compliance] [added: Compliance] with environmental laws and regulations and [removed: our expenditures to comply with environmental laws and regulations,] [added: associated expenditures,] including [removed: (without limitation)] [added: but not limited to] our capital expenditures for environmental control equipment, are [removed: only our forecasts regarding these matters.][added: forecasted and may be inconsistent based on multiple variables.]
Our compliance cost forecasts may be substantially different from actual results, which may be affected by factors such as: changes in law that impose restrictions on air or other emissions, wastewater management, waste disposal, hydraulic fracturing, or wetland and land use practices; [removed: more stringent] [added: changes in standards of] enforcement of existing environmental laws and regulations; a change in our share of any remediation costs or other unexpected, adverse outcomes with respect to sites where we have been named as a potentially responsible party, [removed: including (without limitation)] [added: and may include] Superfund sites; the discovery of other sites, or discovery of additional issues at existing sites, where additional expenditures may be required to comply with environmental legal obligations; and the accidental discharge of hazardous materials.
Regulatory requirements related to ESG or sustainability reporting have been [removed: issued] [added: adopted] in the [removed: European Union] [added: EU] that apply to financial market [removed: participants, with implementation and enforcement having started in 2021.][added: participants.]
Additional regulation is pending [added: at the SEC and] in other states.
We are committed to transparent and comprehensive reporting of our sustainability performance and report under standards such as the Global Reporting [removed: Initiative’s G4 guidelines,] [added: Initiative,] the Sustainability Accounting Standards [removed: Board’s documentation,] [added: Board ("SASB"),] and recommendations issued by the Financial Stability Board's Task Force for Climate-related Financial [removed: Disclosures.][added: Disclosures ("TCFD").]
Compliance with 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 [removed: sectors, and boosting demand for technologies contributing to the reduction of GHG emissions.][added: sectors.]
In the United States, the U.S. Environmental Protection Agency ("EPA") has taken steps to regulate GHG emissions as air pollutants under the U.S. Clean Air Act [added: ("CAA")] of 1970, as amended.
[removed: Other] [added: International] 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 [added: signatories; the Glasgow Climate Pact; the European Union Emission Trading System; Article 8 of the European Union Energy Efficiency Directive and the United Kingdom’s Streamlined Energy and Carbon Reporting ("SECR"); the EU's proposed carbon border adjustment mechanism ("CBAM").]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 19
We continue to invest in new technologies, equipment, and facilities.
The implementation of our plan to restructure our corporate organization and operating segments may not achieve the results we anticipate, which could adversely affect our business.
In the second half of 2022, we announced a plan to undertake certain corporate realignments and restructure our four operating segments to focus on two operating segments, OFSE and IET, in order to simplify and streamline our organizational structure, and create better flexibility and economies of scale across the two operating segments.
These restructuring activities may be more costly than anticipated, and could lead to the diversion of management’s attention from other business priorities.
As a result of these or any other factors, we may not realize the anticipated benefits associated with the restructuring plan.
There can be no assurance that the restructuring plan will result in cost savings or will materially increase our profitability.
Even if the restructuring plan generates the benefits that we have anticipated, there may be other unforeseeable and unintended factors or consequences that occur as a result of the restructuring, which could adversely affect our business.
Disruptions within our supply chain resulting from factors including, but not limited to, the ongoing COVID-19 pandemic, inflation, rising interest rates, and shortages in labor supply, have had and may continue to have an impact on our business and reputation.
Difficulties in hiring or retaining key employees, or the unexpected loss of experienced employees resulting in the depletion of our institutional knowledge base, could have an adverse impact on our business performance, reputation, financial condition, or results of operations.
Additionally, successfully executing organizational change as we restructure the Company, management transitions at leadership levels of the Company, and motivation and retention of key employees is critical to our business success.
Factors that may affect our ability to attract and retain sufficient numbers of qualified employees include employee morale, our reputation, competition from other employers, and availability of qualified individuals.
Other factors that have and could continue to impact our workforce is changes to our office environments, the adoption of new work models, and our requirements and/or expectations about when or how often certain employees work on-site or remotely which may not meet the expectations of our employees.
Further, the broader consequences of geopolitical and terrorism threats, which may include further sanctions that prohibit our ability to do business in specific countries, embargoes, supply chain disruptions, the potential inability to service our remaining performance obligations and potential contractual breaches and litigation, regional instability and geopolitical shifts, and the extent of any such threats effect on our business and results of operations as well as the global economy, cannot be predicted.
Certain geopolitical conflicts, such as between Russia and Ukraine, have had and may continue to have the effect of heightening many other risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations.
Such risks include, but are not limited to, adverse effects on global macroeconomic conditions; increased volatility in the price and demand of oil and natural gas, increased exposure to cyber attacks; limitations in our ability to implement and execute our business strategy; risks to employees and contractors that we have in the region; disruptions in global supply chains; exposure to foreign currency fluctuations; potential nationalizations and assets seizures; constraints or disruption in the capital markets and our sources of liquidity; our potential inability to service our remaining performance obligations and potential contractual breaches and litigation.
There is increasing concern over risks posed by climate change and related environmental sustainability matters.
While we evaluate and incorporate potential ranges of physical risks, it is difficult to predict with certainty the timing, frequency or severity of such events, any of which could have a material adverse effect on our financial condition, results of operations and cash flows.
See also “Seasonal and weather conditions, including severe weather associated with climate change, could adversely affect demand for our services and operations.”
Additionally, transitioning to a low-carbon economy will likely require extensive policy, legal, technology, and market changes.
There is increased focus by governments and our customers, investors and other stakeholders on climate change, sustainability, and energy transition matters.
Negative attitudes toward or perceptions of our industry or fossil fuel products and their relationship to the environment have led governments, non-governmental organizations, and companies to implement initiatives to conserve energy and promote the use of alternative energy sources, which may reduce the demand for and production of oil and gas in areas of the world where our customers operate, and thus reduce future demand for our products and services.
In addition, initiatives by investors and financial institutions to limit funding to companies in fossil fuel-related industries may adversely affect our liquidity or access to capital.
Repercussions of severe or unseasonable weather conditions, including as a result of climate change, may include evacuation of personnel and curtailment of services; weather-related damage to offshore drilling rigs resulting in suspension of operations; weather-related damage to our facilities and project work sites; inability to deliver materials to job sites in accordance with contract schedules; decreases in demand for oil and natural gas during unseasonably warm winters; and loss of productivity.
As a result of the above repercussions or any others, demand for our services and operations may be adversely affected.
The partial or complete loss of GE as a customer or supplier, as well as contracts with our aeroderivative joint venture (the “Aero JV”) with GE may adversely affect our business, financial condition, results of operations and cash flows.
We currently have an extensive commercial relationship with GE.
Although we have a long-term contractual framework in place with GE, if GE were to discontinue or reduce its business with the Company, fail to perform its obligations under existing contracts or experience significant disruptions, including under the intellectual property related agreements with GE, our business, financial condition, results of operations and cash flows may be adversely affected.
In addition to our contracts and arrangements with GE as a direct customer and supplier, we and GE formed the Aero JV in 2019.
The Aero JV is jointly controlled by GE and us, and as a result, realizing the benefits of this joint venture depends on the continued cooperation between the parties.
In addition, the business and financial performance of the Aero JV may be adversely affected if GE were to fail to perform its obligations under its contracts with the Aero JV.
We in turn use certain products purchased through the Aero JV for the manufacture of various end products, and therefore, failure of the Aero JV to perform for any reason could prevent us from fulfilling our contractual obligations, which may adversely affect our business, financial condition, results of operations and cash flows.
Our business has and may continue to be adversely affected by a public health emergency or outbreak of a contagious disease or virus, such as the COVID-19 pandemic.
The extent to which these public health emergencies, including the COVID-19 pandemic, may continue to adversely impact our business depends on future developments, which are highly uncertain and unpredictable, depending on the severity and duration of the emergency and effectiveness of actions taken globally to contain or mitigate its effects.
Furthermore, countries that rely heavily upon income from hydrocarbon exports have been and
We could be subject to litigation claims arising out of our products and services which could adversely affect our reputation, financial condition, results of operations and cash flows.
The technical complexities of our operations expose us to a wide range of significant health, safety and environmental risks and we are from time to time subject to litigation in the U.S. and in foreign countries, for example claims involving services or equipment such as personal injury or loss of life, product failure (including as a result of a cyber attack) or damage to or destruction of property, employment and labor, customer privacy, or regulatory risks.
While we have insurance coverage against operating hazards to the extent deemed prudent by our management and to the extent insurance is available, our insurance may not cover all expenses related to litigation claims arising from our business.
Moreover, we may not be able to maintain insurance at levels of risk coverage or policy limits that we deem adequate.
We may therefore incur significant expenses defending any such suit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely affect our financial condition, results of operations and cash flows.
Our voluntary disclosures of ESG data are evaluated and rated by various organizations that assess corporate ESG performance.
Our business could be adversely affected by the widespread outbreak of a disease or virus.
The current global spread of the COVID-19 virus has and may continue to materially and adversely affect our results of operations, cash flows, and financial condition for an indeterminate amount of time.
Also, if a significant number of our employees
were to contract the virus or be quarantined, we may not be able to complete key or critical tasks, not limited to, but including key financial, reporting, and operational controls.
Periods of rapid growth present a challenge to us and our industry to recruit, train, and retain our employees, while also managing the impact of wage inflation and the limited available qualified labor in the markets where we operate.
In addition to other geopolitical and terrorism risks, civil unrest continues to grow in several countries where we do business.
Our ability to conduct business operations may be impacted by that civil unrest and our assets in these countries may also be subject to expropriation by governments or other parties involved in civil unrest.
We are subject to risks related to our relationship with GE.
We are partially dependent on GE through, among other things, our reliance on the long-term agreements between the Company and GE.
We are also a party to a number of licenses with GE that give us rights to intellectual property that is necessary or useful to our business.
Failure of GE to comply with these agreements could have an adverse impact on our business operations.
the obligations expire when all contractual obligations are completed.
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.
Uninsured claims and litigation against us could adversely impact our operating results.
We could be impacted by the outcome of pending litigation, as well as unexpected litigation or proceedings.
While we have insurance coverage against operating hazards, including product liability claims and personal injury claims related to our products, to the extent deemed prudent by our management and to the extent insurance is available; no assurance can be given that the nature and amount of that insurance will be sufficient to fully indemnify us against liabilities arising out of pending and future claims and litigation.
If we are not able to meet future sustainability reporting requirements of regulators or current and future expectations of investors, customers or other stakeholders, our business and ability to raise capital may be adversely affected.
We are unable to predict whether and when the proposed changes in laws or regulations ultimately will occur or what they ultimately will require, and accordingly, we are unable to assess the potential financial or operational impact they may have on our business.
signatories; the Glasgow Climate Pact; the European Union Emission Trading System; Article 8 of the European Union Energy Efficiency Directive and the United Kingdom’s Streamlined Energy and Carbon Reporting ("SECR"); the European Commission’s proposed carbon border adjustment mechanism ("CBAM"); and, in the U.S., the Regional Greenhouse Gas Initiative, the Western Climate Action Initiative, and various state programs implementing the California Global Warming Solutions Act of 2006 (known as "Assembly Bill 32").
International, national, and state governments, agencies and bodies continue to evaluate and promulgate regulations and voluntary initiatives that are focused on reducing GHG emissions.
These requirements and initiatives are likely to become more stringent over time and to result in increased costs for the oil and gas industry to reduce GHG emissions.
destruction of data or information, improper use of our systems, defective products, loss of access to our data, production downtimes and operational disruptions.
Demand for oil and natural gas is subject to factors beyond our control, which may adversely affect our operating results.
A prolonged reduction in oil and natural gas prices may require us to record additional asset impairments.
An excerpt. Shown here: 40 of 66 rewritten, 40 of 58 added and all 24 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
144 rewritten, 162 added, 76 removed, 243 unchanged
We sell products and services primarily in the global oil and gas markets, within the upstream, [removed: midstream] [added: midstream,] and downstream segments.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 28][added: 29]
In [removed: 2021,] [added: 2022,] we generated revenue of [removed: $20.5] [added: $21.2] billion, compared to [removed: $20.7] [added: $20.5] billion in [removed: 2020.][added: 2021.]
The [removed: decrease in revenue] [added: increase] was primarily driven by [removed: lower] [added: higher] volume [removed: in OFS] and [removed: OFE,] [added: price,] partially offset by [removed: higher volume in TPS] [added: logistics] and [removed: DS.][added: commodity cost inflation.]
- [removed: North America onshore] [added: OFSE International] activity: We expect [added: spending outside of] North [removed: American onshore] [added: America] to experience strong growth in [removed: 2022,] [added: 2023,] as compared to [removed: 2021] [added: 2022,] should commodity prices remain at current levels.
- [removed: International onshore] [added: OFSE North America] activity: We expect [removed: onshore spending outside of] North [removed: America] [added: American spending] to continue to improve in [removed: 2022] [added: 2023,] as compared to [removed: 2021] [added: 2022,] should commodity prices remain at current levels.
- [added: IET] LNG projects: We remain optimistic on the LNG market [removed: long term] [added: long-term] and view natural gas as [removed: both] a transition and [removed: a] destination fuel.
We have other [removed: segments] [added: businesses] in our portfolio that are more correlated with various industrial metrics, including global GDP [removed: growth, such as our Digital Solutions segment.][added: growth.]
We also have businesses within our portfolio that are exposed to new energy solutions, specifically focused around reducing carbon emissions of energy and broader industry, including hydrogen, geothermal, [removed: CCUS,] [added: carbon capture, utilization] and [added: storage, and] energy storage.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 29][added: 30]
The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition and liquidity position as of and for the [removed: year] [added: years] ended December 31, [removed: 2021] [added: 2022, 2021,] and 2020, and should be read in conjunction with the consolidated financial statements and related notes of the Company.
| | | | [removed: 2021 | | | 2020] [added: 2022] | | | [added: 2021] | | | [added: 2020] | | |
| Brent oil prices ($/Bbl) (1) | | | $ | [removed: 70.86] [added: 100.93] | | $ | [removed: 41.96 | | |] [added: 70.86] | | [added: $] | [added: 41.96] | |
| WTI oil prices ($/Bbl) (2) | | | [removed: 68.14 | | | 39.16] [added: 94.90] | | | [added: 68.14] | | | [added: 39.16] | | |
| Natural gas prices ($/mmBtu) (3) | | | [removed: 3.89 | | | 2.03] [added: 6.45] | | | [added: 3.89] | | | [added: 2.03] | | |
[removed: In North America, customer spending is highly driven by] WTI oil [removed: prices, which similarly to Brent oil prices,] [added: prices] on average increased to $68.14/Bbl in 2021 from $39.16/Bbl in 2020, and ranged from a low of $47.47/Bbl in January 2021, to a high of $85.64/Bbl in October 2021.
[removed: In North America, natural gas prices, as measured by the] Henry Hub Natural Gas Spot [removed: Price,] [added: Price] averaged $3.89/mmBtu in 2021, representing a 92% increase over the prior year.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 30][added: 31]
Published international rig counts do not include rigs drilling in certain locations, such as [removed: Russia, the Caspian region and] onshore China because this information is not readily available.
Rigs in the U.S. and Canada are counted as active if, on the day the count is taken, the well being drilled has been [removed: started] [added: started,] but drilling has not been completed and the well is anticipated to be of sufficient depth to be a potential consumer of our drill bits.
| North America | | | [removed: 610 | | | 522] [added: 898] | | | [added: 610] | | | [added: 522] | | |
| International | | | [removed: 756 | | | 827] [added: 851] | | | [added: 756] | | | [added: 827] | | |
| Worldwide | | | [removed: 1,366 | | | 1,349] [added: 1,749] | | | [added: 1,366] | | | [added: 1,349] | | |
Internationally, the decrease in the rig count was driven primarily by decreases in the Middle East region, Africa [removed: region] [added: region,] and Europe region of 21%, 10%, and 10%, respectively.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 31][added: 32]
[added: The performance of our operating segments is primarily evaluated based on segment operating income] (loss), which is defined as income (loss) before income taxes and before the following: net interest expense, net other non-operating income (loss), corporate expenses, restructuring, impairment and other charges, goodwill and inventory impairments, [removed: separation-related] [added: separation related] costs, and certain gains and losses not allocated to the operating segments.
Our [removed: statement] [added: consolidated statements] of income (loss) displays sales and costs of sales in accordance with SEC regulations under which “goods” is required to include all sales of tangible products and “services” must include all other sales, including other services activities.
Orders: We recognized orders of [added: $26.8 billion,] $21.7 [removed: billion] [added: billion,] and $20.7 billion in [removed: 2021] [added: 2022, 2021,] and 2020, respectively.
Remaining Performance Obligations ("RPO"): As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was [removed: $23.6] [added: $27.8] billion and [removed: $23.4] [added: $23.6] billion, respectively.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 32][added: 33]
Revenue and [removed: Segment] Operating [removed: Income Before Tax][added: Income]
| | | | Year Ended December 31, | | | | | | | | | [added: $ Change] | | | [removed: $ Change] | | |
| | | | [added: 2022 | | |] 2021 | | | 2020 | | | From [removed: 2020] [added: 2021] to [removed: 2021 | | |] [added: 2022] | | | [added: From 2020 to 2021] | | |
| [removed: Total] [added: Total] | | | [removed: $] [added: $] | [removed: 20,502] [added: 21,156] | | [removed: $] [added: $] | [removed: 20,705] [added: 20,502] | | [added: $] | [added: 20,705] | | [added: $] | [added: 654] | | [removed: $] [added: $] | [removed: (203)] [added: (203)] | |
| | | | Year Ended December 31, | | | | | | | | | [removed: | | | | | |] $ Change | | | | | | [removed: | | | | | |]
| | | | [added: 2022 | | |] 2021 | | | 2020 | | | [added: From 2021 to 2022] | | | From 2020 to 2021 | | | [removed: | | | | | | | | | | | | | | |]
| Segment operating income: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
[removed: | Oilfield Equipment | | | 69 | | | 19 | | | | | | | | | | | | 50 | | | | | | | | | | | |][added: Oilfield Services & Equipment]
| Total segment operating income | | | [removed: 2,006 | | | 1,504] [added: 2,336] | | | [added: 2,006] | | | [added: 1,504] | | | [added: 330] | | | 502 | | | [removed: | | | | | | | | |]
| Corporate | | | [removed: (429) | | | (464)] [added: (416)] | | | [added: (429)] | | | [added: (464)] | | | [added: 13] | | | 35 | | | [removed: | | | | | | | | |]
We operate through our two business segments: Oilfield Services & Equipment ("OFSE") and Industrial & Energy Technology ("IET").
Baker Hughes was successful in 2022, with key commercial successes and solid margin improvements in OFSE.
Commercially in IET, orders performance in LNG and new energy hit new highs and are poised to remain strong into 2023.
In 2022, we had a record year for LNG equipment orders, and achieved significant growth in new energy orders compared to 2021.
Within OFSE, Subsea & Surface Pressure Systems also achieved a strong orders year compared to 2021.
Operationally, our performance for 2022 was mixed.
During the year, we experienced several operational challenges across our organization most notably cost inflation, supply chain delays, impact of foreign exchange, and the suspension of our activities in Russia.
Our performance improved over the second half of 2022 as supply chain challenges moderated, we saw increased activity primarily in OFSE, and we were able to achieve price improvements that collectively more than offset these operational challenges.
Operating income in 2022 was $1,185 million compared to $1,310 million in 2021.
The decrease in operating income was driven by higher restructuring, impairment and other charges, partially offset by higher segment operating income in OFSE.
Income before income taxes was $22 million in 2022, and included other non-operating losses of $911 million and net interest expense of $252 million.
Included in our other non-operating loss was a $451 million loss from the sale of part of the OFSE Russia business, and $265 million of unrealized net losses from marking our investments in ADNOC Drilling and C3 AI to fair value.
In the third quarter of 2022, we announced a reorganization of the Company to create two operating segments, OFSE and IET.
This has kicked off a major transformation effort across the organization, including key management changes, which will fundamentally improve the way the Company operates.
This reorganization is designed to simplify and streamline our organizational structure, and create better flexibility and economies of scale across the two operating segments.
For OFSE, one area of focus will be right sizing OFSE through facility rationalization, removing management layers, and integrating multiple functions and capabilities.
For IET, we expect commercial and technological benefits from closer integration as well as the benefit of cost out programs.
We expect these changes to improve the long-term optionality and growth opportunities for Baker Hughes as our markets and customers continue to evolve.
Baker Hughes remains committed to a flexible capital allocation policy that balances returning cash to shareholders and investing in growth opportunities.
We increased our quarterly dividend in the fourth quarter of 2022 by one cent to $0.19 per share.
For the full year of 2022, we returned a total of $1.6 billion to shareholders in the form of dividends and share repurchases.
We continue to invest in the Baker Hughes portfolio through strategic acquisitions and early-stage new energy investments.
In 2022, we made several strategic acquisitions that will complement our current portfolio.
Such acquisitions include the Power Generation division of BRUSH Group (“BRUSH”).
BRUSH is an established equipment manufacturer that specializes in electric power generation and management for the industrial and energy sectors, which will complement the IET existing portfolio.
Other transactions include the acquisitions of Quest Integrity, which will enhance our inspection capabilities, and AccessESP, which broadens our electrical submersible pump ("ESP") technology portfolio.
New energy investments include Mosaic Materials and NET Power.
In 2022, we entered into an agreement to acquire Altus Intervention, a leading international provider of well intervention services and downhole technology, which will enhance OFSE's existing portfolio.
The Altus transaction is expected to close in the first half of 2023.
We also
reached an agreement with GE for the sale of our Nexus Controls business.
GE will continue to provide Baker Hughes with GE’s MarkTM controls products currently in the Nexus Controls portfolio, and we will be the exclusive supplier and service provider of such GE products for our oil and gas customers’ control needs.
The transaction is expected to close in mid-2023.
The invasion of Ukraine by Russia and the sanctions imposed in response to this crisis have increased the level of economic and political uncertainty.
As we announced in March 2022, we suspended any new investments for our Russia operations.
Over the course of 2022, changes to sanctions continued to make ongoing operations increasingly complex and significantly more challenging.
As a result, we took actions to suspend substantially all of our operational activities related to Russia across the Company including suspending work on equipment and service contracts in Russia, and we completed the sale of part of our OFSE Russia business to local management in the fourth quarter of 2022.
Russia represented approximately 2%, 5%, and 5% of our total revenue in 2022, 2021, and 2020, respectively.
As we look ahead to 2023, the global economy is expected to experience some challenges under the weight of inflationary pressures and tightening monetary conditions.
Despite recessionary pressures in some of the world’s largest economies, we maintain a positive outlook for the energy sector.
For management's discussion and analysis of our financial condition and results of operations for fiscal year 2020 as compared to fiscal year 2019 please refer to Part II, Item 7.
"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.
We operate through our four business segments: Oilfield Services ("OFS"), Oilfield Equipment ("OFE"), Turbomachinery & Process Solutions ("TPS"), and Digital Solutions ("DS").
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.
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).
Loss before income taxes was $15.2 billion in 2020, and included goodwill impairment charges of $14.8 billion, restructuring, impairment and other charges of $1.9 billion, inventory impairment charges of $246 million, separation related costs of $134 million, and a gain of $1.4 billion related to our investment in C3 AI recorded in other non-operating income.
- 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.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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 performance of our operating segments is evaluated based on segment operating income
In 2021, equipment orders were up 3% and service orders were up 6%, compared to 2020.
Revenue and segment operating income for each of our four operating segments is provided below.
| Oilfield Services | | | $ | 9,542 | | $ | 10,140 | | | | | | | | $ | (598) | |
| Oilfield Equipment | | | 2,486 | | | 2,844 | | | | | | | | | (358) | | |
| Turbomachinery & Process Solutions | | | 6,417 | | | 5,705 | | | | | | | | | 712 | | |
| Digital Solutions | | | 2,057 | | | 2,015 | | | | | | | | | 42 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Oilfield Services | | | $ | 761 | | $ | 487 | | | | | | | | | | | $ | 274 | | | | | | | | | | |
| Turbomachinery & Process Solutions | | | 1,050 | | | 805 | | | | | | | | | | | | 245 | | | | | | | | | | | |
| Digital Solutions | | | 126 | | | 193 | | | | | | | | | | | | (67) | | | | | | | | | | | |
OFS decreased $598 million, OFE decreased $358 million, TPS increased $712 million, and DS increased $42 million.
An excerpt. Shown here: 40 of 144 rewritten, 40 of 162 added and 40 of 76 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 FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 rewritten, 1 added, 1 removed, 29 unchanged
We may enter into derivative financial instrument transactions to manage or reduce market [removed: risk] [added: risk,] but do not enter into derivative financial instrument transactions for speculative purposes.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 43][added: 46]
As of December 31, [removed: 2021,] [added: 2022,] 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.
| *(In millions)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total (2) | | |
| Long-term debt (1) | | | $ | [removed: —] [added: 650] | | | | | $ | [removed: 650] [added: 107] | | | | | $ | [removed: 107] [added: —] | | | | | $ | [removed: —] [added: 600] | | | | | $ | [removed: 600] [added: 1,350] | | | | | $ | [removed: 5,106] [added: 3,756] | | | | | $ | 6,463 | |
| Weighted average interest rates | | | [removed: —] [added: 1.46] | | % | | | | [removed: 1.46] [added: 4.07] | | % | | | | [removed: 4.07] [added: —] | | % | | | | [removed: —] [added: 2.36] | | % | | | | [removed: 2.20] [added: 3.75] | | % | | | | [removed: 3.84] [added: 4.06] | | % | | | | [removed: 3.46] [added: 3.59] | | % |
(1)Fair market value of our fixed rate long-term debt, excluding finance leases, was [removed: $7.2] [added: $5.8] billion at December 31, [removed: 2021.][added: 2022.]
We had outstanding foreign currency forward contracts with notional amounts aggregating [removed: $3.3] [added: $3] billion and [removed: $6.8] [added: $3.3] billion to hedge exposure to currency fluctuations in various foreign currencies at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
As of December 31, [removed: 2021,] [added: 2022,] the Company estimates that a 1% appreciation or depreciation in the U.S. dollar would result in an impact of less than $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.
Also, see "Note [removed: 16.][added: 15.]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 44][added: 47]
| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Item 1. BUSINESS
137 rewritten, 75 added, 89 removed, 147 unchanged
The Company was formed in July 2017 [removed: as] [added: from] the [removed: result of a] combination between Baker Hughes Incorporated ("BHI") and the oil and gas business ("GE O&G") of General Electric Company [removed: ("GE") ("the Transactions").][added: ("GE").]
As a result of the [removed: Transactions,] [added: combination,] substantially all of the business of GE O&G and of BHI was transferred to a subsidiary of the Company, Baker Hughes Holdings LLC ("BHH LLC").
With the breadth of our portfolio, leading technology, and unique partnership models, we are positioned to deliver outcome-based solutions across the [removed: industry.][added: energy and industrial markets.]
Our [added: existing and new] customers expect new [added: partnership and commercial] models and [added: new technology] solutions to deliver sustainable productivity improvements and leverage economies of scale, with a lower carbon footprint.
That is why our strategy is focused on improving our core competitiveness and delivering higher-productivity solutions today, while positioning [removed: for] [added: to lead] the energy [removed: transition.][added: transition while solving the energy trilemma.]
- Position for new energy frontiers: We are making strategic investments to drive lower carbon emissions in the energy and industrial sectors, including hydrogen, geothermal, carbon capture, utilization and storage ("CCUS"), and [removed: energy storage.][added: clean power solutions.]
- [removed: Scope] [added: Scope] and scale: We have [added: a] global presence and a broad, diversified portfolio.
We deliver through our [removed: four product companies (also referred to as "operating segments"): Oilfield Services;] [added: two operating segments:] Oilfield [removed: Equipment; Turbomachinery] [added: Services] & [removed: Process Solutions;] [added: Equipment ("OFSE")] and [removed: Digital Solutions] [added: Industrial & Energy Technology ("IET")] as discussed below under "Products and Services," and each are among the top four providers for the majority of the product lines in the markets they serve.
We remain committed to investing in our products and services to maintain our leadership position across our offerings, including [removed: $492] [added: $556] million research and development spend and being granted more than [removed: 2,500] [added: 2,200] patents worldwide in [removed: 2021.][added: 2022.]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 1
Launched in 2019, our partnership with C3.ai, Inc. ("C3 AI") [removed: is enabling] [added: continues to enable] us to deliver AI that is faster, easier, and more scalable to drive outcomes for our customers.
[removed: We] [added: In addition, we] are delivering existing technology [removed: to oil] and [removed: gas customers and] collaborating on new AI applications specific for oil and gas [removed: outcomes.][added: customers.]
[removed: In addition, we] [added: We] have [added: also] continued to invest in our industrial asset management [removed: capabilities,] [added: capabilities in IET,] 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.
- Energy transition solutions: We are positioned to support our customers' efforts to reduce their carbon footprint with a range of emissions-reduction products and [removed: services.][added: services, which we refer to as "new energy." This includes more efficient power generation and compression technology that reduces carbon emissions, including CCUS, as well as hydrogen technologies.]
In [removed: 2021,] [added: 2022,] we made strategic investments [added: and acquisitions] in emerging energy technologies to advance [removed: CCUS] [added: CCUS, hydrogen, net-zero power] and [removed: hydrogen] [added: e-fuels] with companies such as [removed: Ekona] [added: Mosaic, HIF, NET] Power, [removed: Electrochaea,] and [removed: the Hy24 Hydrogen Fund; and entered into new partnerships with Shell, Air Products, and Bloom Energy,] [added: Levidian,] among others.
We also continue to expand our [removed: emissions management] [added: low to zero-carbon solutions] capabilities, helping customers to [removed: detect] [added: detect, quantify,] and [removed: quantify] [added: reduce] emissions more efficiently and accurately, and complementing our existing [removed: methane detection and quantification] solutions available today.
[removed: More recently,] [added: In 2022,] we created the Climate Technology Solutions [removed: ("CTS")] [added: (“CTS”)] and [removed: the] Industrial Asset Management [removed: ("IAM") groups to further support the strategy] [added: (“IAM”) organizations which are now part] of the [removed: Company.][added: IET segment.]
We believe the creation of these two groups will help accelerate the speed of commercial development [added: across the IET product lines] for solutions-based business models [removed: across] [added: throughout] our new energy and industrial asset management offerings.
We view [removed: environmental, social, and governance ("ESG")] [added: ESG] as a key lever to transform the performance of our Company and our industry.
In [removed: January] 2019, we made a commitment to reduce Scope 1 and 2 carbon emissions from our operations by 50% by [removed: 2030, achieving] [added: 2030 and achieve] net zero emissions by 2050.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 2
We will continue to employ a broad range of emissions reduction initiatives across manufacturing, supply chain, logistics, energy [removed: sourcing] [added: sourcing,] and generation.
Our [removed: four product companies, or] [added: two] operating [removed: segments,] [added: segments] are organized based on the nature of our markets and customers and consist of similar products and [removed: services.][added: services and growth profiles.]
Oilfield [removed: Services][added: Services & Equipment]
The [removed: Oilfield Services ("OFS")] [added: OFSE] segment designs and manufactures products and provides [added: related] services for onshore and offshore [removed: oil and gas] [added: oilfield] operations across the lifecycle of [removed: a well, including] [added: an asset, ranging from] exploration, [removed: drilling, evaluation, completion,] [added: appraisal, and development to] production, [removed: intervention,] [added: rejuvenation,] and [removed: abandonment.][added: decommissioning.]
[removed: OFS evaluation] [added: Together, these] capabilities [removed: and drilling technologies] provide [added: customers with a] greater understanding of the [removed: subsurface to enable] [added: subsurface, enabling] smoother, faster drilling and precise wellbore [removed: placement, leading] [added: placement that can lead] to improved recovery and project economics.
[removed: OFS] [added: OFSE] also provides integrated well services [added: and solutions] to plan and execute projects ranging from well construction and production through well [removed: abandonment.][added: abandonment, in addition to integrated services and solutions for the subsea environment.]
[removed: OFS] [added: OFSE] customers include [removed: the] large integrated major and super-major oil and natural gas [removed: companies,] [added: companies;] U.S. and international independent oil and natural gas [removed: companies, and the] [added: companies;] national or state-owned oil [removed: companies as well as] [added: companies; engineering, procurement, and construction contractors; geothermal companies; and other] oilfield service companies.
[removed: OFS] [added: IET] believes that its principal competitive factors in the industries and markets it serves are product [removed: and service quality,] [added: range coverage, product technology,] efficiency, [added: product] reliability and [added: quality,] availability, [removed: HSE standards, technical proficiency,] [added: project execution] and [added: service capabilities, emissions, and] price.
[removed: OFS] [added: OFSE] 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.
While [removed: OFS] [added: OFSE] may have contracts that include multiple well projects and that may extend over a period [removed: of time] ranging from two to four years, its services and products are generally provided on a well-by-well basis.
Most contracts cover pricing of the products and [removed: services] [added: services, along with various limitations on liability,] but do not necessarily establish an obligation to use [removed: OFS] [added: OFSE] products and services.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | 3
[removed: OFE] [added: OFSE] believes that [removed: the] [added: its] principal competitive [removed: factors] [added: differentiators] in the industries and markets it serves are [removed: product and service] [added: the] quality, [removed: reliability] [added: efficiency, reliability,] and [removed: on time delivery, HSE standards, technical proficiency,] availability of [removed: spare parts,] [added: its products] and [removed: price.][added: services.]
The [removed: Turbomachinery & Process Solutions ("TPS")] [added: IET] segment [removed: provides equipment] [added: combines a broad array of domain expertise, technologies,] and [removed: related] services for [removed: mechanical-drive, compression,] [added: industrial] and [removed: power-generation applications across the] energy [removed: and industrial market,] [added: customers] including [removed: the on-and-offshore,] [added: on-and offshore,] LNG, pipeline and gas storage, refining, petrochemical, distributed gas, flow and process control, and industrial segments such as nuclear, [added: aviation, automotive,] marine, food and beverage, [added: mining, cement] and utilities.
[removed: TPS products and services] [added: Products] include drivers, driven equipment, flow control, and turnkey solutions.
Drivers are comprised of aero-derivative gas turbines, heavy-duty gas turbines, small- to medium-sized industrial gas turbines, steam turbines, [removed: and hot gas] [added: electric motors,] and [removed: turbo expanders.][added: turboexpanders.]
[removed: TPS’ driven] [added: Driven] equipment consists of generators and reciprocating, centrifugal, [added: integrated] zero [removed: emission, and subsea] [added: emission] compressors.
[removed: As] part of its turnkey solutions, [removed: TPS] [added: Gas Technology Equipment] offers power generation and gas compression modules, waste heat/energy/pressure recovery, energy storage, modularized small and large liquefaction plants, [removed: carbon capture,] [added: CO2 compression,] and storage/use solutions.
[removed: TPS] [added: IET] differentiates itself from competitors with its expertise in technology and project management, local [removed: presence] [added: presence,] and partnerships, [removed: as well as the deep industry know-how of its teams] to provide fully integrated equipment and services solutions with state-of-art technology from design and manufacture through to operations.
Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward.
BHH LLC is a Securities and Exchange Commission ("SEC") registrant with separate filing requirements with the SEC.
At the same time, the transition to new energy sources is accelerating, with governments and society focused on a long-term goal of net-zero emissions while trying to balance the “energy trilemma” - energy security, sustainability, and affordability - for at least the foreseeable future.
We also made several
strategic acquisitions to strengthen our core technology portfolio, including AccessESP, the BRUSH Power Generation business, Qi2 Elements, and Quest Integrity.
In addition to enhancing our technology portfolio with new AI applications, we are creating a digital element in our core OFSE product lines, helping them to deliver efficiency, predictability, and a better experience for our customers and ourselves.
In September 2022, we announced a restructuring and reorganization effective October 1, 2022, to create two operating segments focused on different growth profiles and designed to simplify our operations and enhance profitability.
These two operating segments are Oilfield Services & Equipment, which integrates our previous segments Oilfield Services and Oilfield Equipment, and Industrial & Energy Technology, which integrates our previous segments Turbomachinery & Process Solutions and Digital Solutions.
The OFSE segment is organized into four product lines.
- Well Construction focuses on drilling and includes drilling services (directional drilling, logging-while-drilling, surface logging, and remote operations), drill bits (polycrystalline, roller cone, hybrid, and in-bit sensing), and drilling & completions fluids (emulsion-based fluids, water-based fluids, specialty fluids, drill-in fluids, waste management, and completion fluids).
- Completions, Intervention, & Measurements encompasses completions (wellbore construction, upper and lower completions, unconventional multistage completions, intelligent production systems, workover systems, and fishing and through-tubing services), pressure pumping (cementing, production enhancement, and coiled tubing and tubular running services), and wireline services (openhole logging services, cased-hole logging services, and perforating and drill stem-testing services).
- Production Solutions spans artificial lift systems (electrical submersible pumping systems, surface pumping systems, rigless deployment systems, and sensors and gauges) and oilfield & industrial chemicals (upstream chemicals, downstream chemicals, and Aquaness wholesale chemicals).
- Subsea & Surface Pressure Systems includes subsea projects and services (subsea trees, controls, manifolds, wellheads, premium casing connectors, installation and commissioning, repairs and maintenance, well intervention, life-of-field solutions, and plug and abandonment), flexible pipe systems (subsea risers, subsea flowlines and jumpers, onshore reinforced thermoplastic pipe, and rehabilitation), and surface pressure control systems (surface trees and wellheads).
These product lines are supported by an OFSE digital group, which joins the segment’s domain expertise with a deep understanding of digital technology to improve operational safety, performance, and sustainability.
Reservoir analysis proficiencies are rooted in evaluation technologies, a team of reservoir experts, and software.
A continued commitment to service delivery, HSE standards, technical proficiency, and competitive pricing is also a key factor in its success.
OFSE competitors include SLB and Halliburton (Well Construction; Completions, Intervention, & Measurements; Production Solutions; Subsea & Surface Pressure Systems); ChampionX (Production Solutions); and TechnipFMC, Aker Solutions, and NOV (Subsea & Surface Pressure Systems).
Industrial & Energy Technology
Our solutions unlock the ability to transform, transfer, and transport energy efficiently, while capturing and cutting emissions, solving a fundamental challenge behind the energy transition: reducing environmental impact, while maximizing efficiency, productivity, and reliability.
IET is organized into six product lines - *Gas Technology Equipmen*t and *Gas Technology Services*, collectively referred to as Gas Technology, and *Condition Monitoring, Inspection, Pumps Valves & Gears*, and *PSI & Controls*, collectively referred to as Industrial Technology.
Gas Technology is organized into two product lines:
- Gas Technology Equipment designs, manufactures, tests, and installs gas technology solutions that serve the entire gas value chain including offshore, onshore and unconventional, pipeline, LNG, gas storage, and gas distribution.
The Gas Technology portfolio includes equipment for mechanical-drive, compression, and power-generation applications.
As
The portfolio is complemented by solutions designed for chemical, petrochemical, and refinery applications.
To meet today’s industry challenges, its proprietary laboratories experiment with new materials, facilitate the adoption of additive manufacturing, and provide combustion and compression innovations by leveraging the most advance mechanical, chemical, and digital techniques.
- Gas Technology Services provides advanced solutions to maintain, repair and innovate the installed Baker Hughes fleet of rotating equipment.
It also offers genuine spare parts, specialized field service engineers, and repair capabilities to keep equipment at peak level.
As an Original Equipment Manufacturer (OEM), Gas Technology Services is able to optimize customers’ maintenance strategy and costs, and upgrade equipment to maximize efficiency and reliability, reduce emissions, and extend the life of equipment as well as that of the entire operating plant.
Through an outcome-based service approach, Gas Technology Services optimizes plant profitability and operations.
These capabilities are complemented by the Baker Hughes iCenter which provides a digital collaborative environment to support customer operators with Baker Hughes’ engineering know-how, transforming assets into data driven equipment and connecting them to ensure the highest performance throughout the entire life-cycle of the asset.
In addition, the proprietary analytics monitored and analyzed by the Baker Hughes iCenter, automatically process incoming data to predict, detect, prevent deviations and enhance asset performance.
Industrial Technology is organized into four product lines:
- Pumps, Valves and Gears consists of four valve brands, Masoneilan, Consolidated, Becker, Mooney, and digital valve applications that provide durable control and pressure relief safety and reliability in various industrial and critical applications; two gear brands, Lufkin Gears and Allen Gears, that offer high-performance gearing and gear coupling solutions and services for power transmission; and centrifugal and vertical pumps and pump technologies for complex material and demanding pressure requirements.
These products have applications in oil and gas, LNG, power generation, critical infrastructure, industrial manufacturing, chemical processing, mining, shipping, and nuclear industries.
PSI & Controls serve a broad range of industries from oil and gas to aviation, automotive, and nuclear.
CTS spans carbon capture, utilization and storage, hydrogen, clean power, and emissions management capabilities to enable energy operators as well as the broader industry, in particular the hard-to-abate sectors, to achieve a reliable, net-zero energy system.
CTS is the primary driver of the Company’s new energy orders.
and for which responsibility is assessed proportionate to fault.
We recognized OFSE orders of $14.1 billion, $11.8 billion, and $12.3 billion and IET orders of $12.7 billion, $9.9 billion, and $8.4 billion in 2022, 2021 and 2020, respectively.
We conduct business in more than 120 countries.
In 2020, GE launched a program to fully divest of its ownership in Baker Hughes over approximately three years.
As of December 31, 2021, GE's economic interest in BHH LLC was 11.4%.
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.
At the same time, the transition to new energy sources is accelerating.
We are also deploying C3 AI applications internally to improve operational efficiencies, specifically for inventory optimization.
This includes more efficient power generation and compression technology that reduces carbon emissions, including CCUS, as well as hydrogen technologies.
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.
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.
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 are investing in our portfolio of advanced technologies to assist customers with reducing their carbon footprint.
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.
OFS products and services include drill bits, drilling services including directional drilling, measurement-while-drilling, and logging-while-drilling, drilling fluids, wireline services, completions including tools, systems, and fluids, pressure pumping, well intervention, artificial lift systems, oilfield and industrial chemicals, and integrated well services.
These offerings are enabled and enhanced by reservoir technical services and digital technologies that include modeling, remote capabilities, and automation.
With broad completions portfolio, drawing from a wide range of artificial lift technologies, production chemicals, and production optimization software, OFS can help maximize production while simultaneously lowering production costs.
OFS competitors include Schlumberger, Halliburton, and ChampionX.
Oilfield Equipment
The Oilfield Equipment ("OFE") segment provides a broad portfolio of mission critical products and services that serve as the last line of defense during drilling and over the life of a field.
These products and services are required to facilitate the safe and reliable control and flow of hydrocarbons from the wellhead to the production facilities.
The OFE portfolio has solutions for the subsea, offshore surface and onshore operating environments.
OFE designs and manufactures subsea and surface production systems and provides a full range of services related to onshore and offshore production operations.
OFE products and services include subsea production systems ("SPS"), flexible pipe systems for subsea flowlines, risers and onshore pipes, surface and subsea wellheads, surface pressure control solutions, subsea well intervention solutions, and related service solutions.
OFE’s subsea portfolio includes subsea trees, control systems, manifolds, connection systems, wellheads, specialty connectors and pipes for all environments, installation and decommissioning solutions, and related services for life-of-field solutions and well intervention.
OFE also provides advanced offshore flexible pipe products including risers, flowlines, fluid transfer lines and subsea jumpers, for floating production facilities across a range of operating environments.
In addition, OFE offers a full range of onshore and offshore wellhead products, flow-control equipment, valves, actuators, and related services.
OFE also offers a range of comprehensive, worldwide services for installation, technical support, well access through subsea intervention systems, operating resources and tools, offshore products, and brownfield asset integrity solutions.
OFE customers are oil and gas operators and engineering, procurement, and construction ("EPC") contractors seeking to undertake subsea and surface projects, mid-life upgrades and maintenance, well interventions and workover campaigns.
OFE strives for a leadership position within the large-bore gas fields, deepwater and ultra-deepwater oil and gas fields, and fields with long tieback distances.
Additionally, through Subsea Connect, OFE offers integrated solutions to our customers.
An excerpt. Shown here: 40 of 137 rewritten, 40 of 75 added and 40 of 89 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Cover and table of contents
35 rewritten, 7 added, 5 removed, 64 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]
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: 2021] [added: 2022] reported by the [removed: New York] [added: Nasdaq] Stock [removed: Exchange)] [added: Market LLC)] was approximately [removed: $15,782,188,948.][added: $26,299,951,662.]
As of February [removed: 7, 2022,] [added: 6, 2023,] the registrant had outstanding [removed: 953,340,976] [added: 1,011,217,705] shares of Class A Common Stock, $0.0001 par value per [removed: share and 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: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
| [Item [removed: 1.](#ib520ef6b948e4e87881601abc6392b6b_13)] [added: 1.](#i66c00c7002504373957ab35b818d47f1_13)] | | | [removed: [Business](#ib520ef6b948e4e87881601abc6392b6b_13)] [added: [Business](#i66c00c7002504373957ab35b818d47f1_13)] | | | [removed: [1](#ib520ef6b948e4e87881601abc6392b6b_13)] [added: [1](#i66c00c7002504373957ab35b818d47f1_13)] | | |
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| | | | [Consolidated Statements of Income [removed: (Loss)](#ib520ef6b948e4e87881601abc6392b6b_73)] [added: (Loss)](#i66c00c7002504373957ab35b818d47f1_73)] | | | [removed: [49](#ib520ef6b948e4e87881601abc6392b6b_73)] [added: [52](#i66c00c7002504373957ab35b818d47f1_73)] | | |
| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#ib520ef6b948e4e87881601abc6392b6b_76)] [added: (Loss)](#i66c00c7002504373957ab35b818d47f1_76)] | | | [removed: [50](#ib520ef6b948e4e87881601abc6392b6b_76)] [added: [53](#i66c00c7002504373957ab35b818d47f1_76)] | | |
| | | | [Consolidated Statements of Financial [removed: Position](#ib520ef6b948e4e87881601abc6392b6b_79)] [added: Position](#i66c00c7002504373957ab35b818d47f1_79)] | | | [removed: [51](#ib520ef6b948e4e87881601abc6392b6b_79)] [added: [54](#i66c00c7002504373957ab35b818d47f1_79)] | | |
| | | | [Consolidated Statements of Changes in [removed: Equity](#ib520ef6b948e4e87881601abc6392b6b_85)] [added: Equity](#i66c00c7002504373957ab35b818d47f1_82)] | | | [removed: [52](#ib520ef6b948e4e87881601abc6392b6b_85)] [added: [55](#i66c00c7002504373957ab35b818d47f1_82)] | | |
| | | | [Consolidated Statements of Cash [removed: Flows](#ib520ef6b948e4e87881601abc6392b6b_91)] [added: Flows](#i66c00c7002504373957ab35b818d47f1_85)] | | | [removed: [53](#ib520ef6b948e4e87881601abc6392b6b_91)] [added: [56](#i66c00c7002504373957ab35b818d47f1_85)] | | |
| | | | [Notes to Consolidated Financial [removed: Statements](#ib520ef6b948e4e87881601abc6392b6b_94)] [added: Statements](#i66c00c7002504373957ab35b818d47f1_88)] | | | [removed: [54](#ib520ef6b948e4e87881601abc6392b6b_94)] [added: [57](#i66c00c7002504373957ab35b818d47f1_88)] | | |
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| [Item [removed: 16.](#ib520ef6b948e4e87881601abc6392b6b_196)] [added: 16.](#i66c00c7002504373957ab35b818d47f1_190)] | | | [Form 10-K [removed: Summary](#ib520ef6b948e4e87881601abc6392b6b_196)] [added: Summary](#i66c00c7002504373957ab35b818d47f1_190)] | | | [removed: [100](#ib520ef6b948e4e87881601abc6392b6b_196)] [added: [101](#i66c00c7002504373957ab35b818d47f1_190)] | | |
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | i
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D- 1(b).
| | | | [Part I](#i66c00c7002504373957ab35b818d47f1_10) | | | | | |
| | | | [Part II](#i66c00c7002504373957ab35b818d47f1_31) | | | | | |
| | | | [Part III](#i66c00c7002504373957ab35b818d47f1_166) | | | | | |
| | | | [Part IV](#i66c00c7002504373957ab35b818d47f1_184) | | | | | |
| | | | [Signatures](#i66c00c7002504373957ab35b818d47f1_193) | | | [102](#i66c00c7002504373957ab35b818d47f1_193) | | |
| | | | [Part I](#ib520ef6b948e4e87881601abc6392b6b_10) | | | | | |
| | | | [Part II](#ib520ef6b948e4e87881601abc6392b6b_31) | | | | | |
| | | | [Part III](#ib520ef6b948e4e87881601abc6392b6b_172) | | | | | |
| | | | [Part IV](#ib520ef6b948e4e87881601abc6392b6b_190) | | | | | |
| | | | [Signatures](#ib520ef6b948e4e87881601abc6392b6b_199) | | | [101](#ib520ef6b948e4e87881601abc6392b6b_199) | | |
Item 1B. UNRESOLVED STAFF COMMENTS
1 rewritten, 0 added, 0 removed, 1 unchanged
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 23][added: 25]
Item 2. PROPERTIES
3 rewritten, 0 added, 3 removed, 9 unchanged
The following sets forth the location of our principal owned or leased facilities for our business segments as of December 31, [removed: 2021:][added: 2022:]
| *Oilfield [removed: Services:*] [added: Services & Equipment:*] | | | | | | Houston, Pasadena, and The Woodlands, Texas; Broken Arrow and Claremore, Oklahoma - all located in the United States; Leduc, Canada; Celle, Germany; Tananger, Norway; [removed: Aberdeen,] [added: Aberdeen and Montrose,] Scotland; [removed: Liverpool,] [added: Nailsea and Newcastle,] England; [removed: Macae,] [added: Macae and Niteroi,] Brazil; Singapore, Singapore; [added: Suzhou, China;] Kakinada, India; Abu Dhabi and Dubai, United Arab Emirates; [added: Dammam and] Dhahran, Saudi Arabia; Luanda, Angola; Port Harcourt, Nigeria | | |
| [removed: *Turbomachinery] [added: *Industrial] & [removed: Process Solutions:*] [added: Energy Technology:*] | | | | | | Deer Park, [removed: Texas and] [added: Texas;] Jacksonville, [removed: Florida] [added: Florida; Billerica, Massachusetts; Minden, Nevada; Longmont, Colorado; Twinsburg, Ohio] - [added: all] located in the United States; Florence, Massa, Bari, and Talamona, Italy; Le Creusot, France; [added: Leicester and Cramlington, England; Shannon, Ireland; Hurth and Wunstorf, Germany; Shanghai, China;] Coimbatore, India | | |
| | | | | | | | | |
| *Oilfield Equipment:* | | | | | | Montrose, Scotland; Nailsea and Newcastle, England; Niteroi, Brazil; Singapore, Singapore; Suzhou, China; Dammam, Saudi Arabia | | |
| *Digital Solutions:* | | | | | | Billerica, Massachusetts; Minden, Nevada; Longmont, Colorado; Twinsburg, Ohio - all located in the United States; Leicester and Cramlington, England; Shannon, Ireland; Hurth and Wunstorf, Germany; Shanghai, China | | |
Item 4. MINE SAFETY DISCLOSURES
2 rewritten, 1 added, 0 removed, 1 unchanged
[removed: We have no] [added: Information concerning] 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 [added: is included in Exhibit 95] to [removed: report for the fiscal year ended December 31, 2021.][added: this annual report.]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 24][added: 26]
Our barite mining operations, in support of our OFSE segment, 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
14 rewritten, 9 added, 22 removed, 11 unchanged
As of February [removed: 7, 2022,] [added: 6, 2023,] there were approximately [removed: 6,174] [added: 5,946] stockholders of record.
The following table contains information about our purchases of Class A common stock equity securities during the fourth quarter of [removed: 2021.][added: 2022.]
| Period | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid Per Share (2) | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of a [removed: Publicly Announced Plan or] [added: Publicly Announced Plan or] Programs [removed: (3)] [added: (3) (4)] | | | | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs [removed: (4)] [added: (3) (4)] | | |
During [removed: 2021,] [added: 2022,] we entered into purchase plans that complied with Rule 10b5-1 of the Exchange Act (the "10b5-1 Plans").
(4)During the three months ended December 31, [removed: 2021,] [added: 2022,] we repurchased and subsequently canceled [removed: 13.3] [added: 3.3] million shares of Class A common stock at an average price of [removed: $24.82] [added: $25.27] per share for a total of [removed: $329] [added: $84] million.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 25][added: 27]
The following [removed: graphs compare] [added: graph compares] the [added: yearly] change in our cumulative total 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 ("S&P") 500 Stock [removed: Index and] [added: Index,] the cumulative total return on the S&P 500 Oil and Gas Equipment and Services [added: Index, and the Philadelphia Oil Service] Index [added: ("OSX")] over the preceding [removed: five-year] [added: five year] period.
Comparison of [removed: Six Months] [added: Five-Year] Cumulative Total Return
[removed: BHI;] [added: BKR,] S&P 500 [removed: Index and] [added: Stock Index,] S&P 500 Oil and Gas Equipment and Services [removed: Index][added: Index, and OSX]
[removed: ][added: ]
| S&P 500 Stock Index | | | | | | 100.00 | | | | | | [removed: 109.60] [added: 95.61] | | | [added: | | | 125.70 | | | | | | 148.81 | | | | | | 191.48 | | | | | | 156.77 | | |]
| S&P 500 Oil and Gas Equipment and Services Index | | | | | | 100.00 | | | | | | [removed: 117.40] [added: 58.53] | | | [added: | | | 64.70 | | | | | | 41.26 | | | | | | 52.64 | | | | | | 87.20 | | |]
| | | | | | | [removed: July 5, 2017] [added: 2017] | | | | | | [removed: December 31, 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |
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: 2016 and July 5, 2017, respectively,] [added: 2017] in [removed: BHI and] Baker Hughes common stock, the S&P 500 [removed: Index and] [added: Index,] the S&P 500 Oil and Gas Equipment and Services [removed: Index.][added: Index, and the OSX.]
| October 1-31, 2022 | | | 2,509,610 | | | | | | $ | 23.61 | | | | | 2,500,857 | | | | | | $ | 2,781,143,726 | |
| November 1-30, 2022 | | | 869,988 | | | | | | 30.10 | | | | | | 839,605 | | | | | | $ | 2,755,776,668 | |
| December 1-31, 2022 | | | 10,330 | | | | | | 28.42 | | | | | | — | | | | | | $ | 2,755,776,668 | |
| Total | | | 3,389,928 | | | | | | $ | 25.29 | | | | | 3,340,462 | | | | | | | | |
(3)In October 2022, our Board of Directors authorized an increase to our repurchase program of $2 billion of additional Class A common stock, increasing its existing repurchase authorization of $2 billion to $4 billion.
In 2022, the Company elected to include the OSX index.
Although, the Company is not a component of the OSX, this index was added because it represents a large group of companies with similar industry exposure, many of which provide the same or similar equipment and services as the Company.
| Baker Hughes Company ("BKR") | | | | | | $ | 100.00 | | | | | $ | 69.58 | | | | | $ | 85.55 | | | | | $ | 72.61 | | | | | $ | 86.38 | | | | | $ | 108.75 | |
| Philadelphia Oil Service Index ("OSX") | | | | | | 100.00 | | | | | | 54.78 | | | | | | 54.48 | | | | | | 31.56 | | | | | | 38.10 | | | | | | 61.53 | | |
All of our issued and outstanding Class B common stock, $0.0001 par value per share, is owned by GE.
| 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.
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.
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, 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, 2021.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 2016 | | | | | | July 3, 2017 | | |
| Baker Hughes Incorporated ("BHI") | | | | | | $ | 100.00 | | | | | $ | 89.28 | |
Baker Hughes Company 2021 Form 10-K | 26
The following graph compares the change in cumulative total 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 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, 2021.
Comparison of Four Years and Six Months Cumulative Total Return
BKR; S&P 500 Index and S&P 500 Oil and Gas Equipment and Services Index

| Baker Hughes Company ("BKR") | | | | | | $ | 100.00 | | | | | $ | 85.84 | | | | | $ | 59.73 | | | | | $ | 73.44 | | | | | $ | 62.33 | | | | | $ | 74.15 | |
| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 110.97 | | | | | | 106.11 | | | | | | 139.52 | | | | | | 165.19 | | | | | | 212.60 | | |
| S&P 500 Oil and Gas Equipment and Services Index | | | | | | 100.00 | | | | | | 106.02 | | | | | | 62.06 | | | | | | 68.59 | | | | | | 43.75 | | | | | | 55.80 | | |
Item 6. [RESERVED]
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Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 27][added: 28]
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
621 rewritten, 285 added, 189 removed, 852 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: 2021.][added: 2022.]
| /s/ LORENZO SIMONELLI Lorenzo Simonelli Chairman, President and Chief Executive Officer | | | | | | /s/ [removed: BRIAN WORRELL Brian Worrell] [added: NANCY BUESE Nancy Buese] Chief Financial Officer | | | | | | /s/ KURT CAMILLERI Kurt Camilleri Senior Vice President, Controller and Chief Accounting Officer | | |
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 45][added: 48]
We have audited the accompanying consolidated statements of financial position of Baker Hughes Company and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 11, 2022] [added: 14, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
*Revenue recognition on certain agreements for sales of [removed: goods] [added: equipment] manufactured to unique customer specifications*
As discussed in Note 1 to the consolidated financial statements, the Company enters into agreements for sales of [removed: goods] [added: equipment] manufactured to unique customer specifications on an over time basis.
We identified revenue recognition for certain contracts from the sales of [removed: goods] [added: equipment] manufactured to unique customer specifications as a critical audit matter.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 46][added: 49]
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: goods] [added: equipment] manufactured to unique customer specifications.
This included controls pertaining to the Company's estimation of costs expected to be incurred to complete contracts for sales of [removed: goods] [added: equipment] manufactured to unique customer specifications.
We evaluated the Company's ability to accurately estimate costs expected to be incurred to complete the contracts for sales of [removed: goods] [added: equipment] manufactured to unique customer specifications.
We evaluated the estimated costs expected to be incurred to complete the [removed: goods] [added: equipment] manufactured to unique customer specifications for the contracts by:
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 47][added: 50]
We have audited Baker Hughes Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – 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: 2021,] [added: 2022,] based on criteria established in *Internal Control – 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 11, 2022] [added: 14, 2023] expressed an unqualified opinion on those consolidated financial statements.
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 48][added: 51]
| *(In millions, except per share amounts)* | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |
| Sales of goods | | | $ | [removed: 12,248] [added: 12,236] | | $ | [removed: 12,846] [added: 12,248] | | $ | [removed: 13,689] [added: 12,846] | |
| Sales of services | | | [removed: 8,254] [added: 8,920] | | | [removed: 7,859] [added: 8,254] | | | [removed: 10,149] [added: 7,859] | | |
| Total revenue | | | [removed: 20,502] [added: 21,156] | | | [removed: 20,705] [added: 20,502] | | | [removed: 23,838] [added: 20,705] | | |
| Cost of goods sold | | | [removed: 10,458] [added: 10,445] | | | [removed: 11,383] [added: 10,458] | | | [removed: 11,798] [added: 11,383] | | |
| Cost of services sold | | | [removed: 5,995] [added: 6,311] | | | [removed: 6,123] [added: 5,995] | | | [removed: 7,608] [added: 6,123] | | |
| Selling, general and administrative | | | [removed: 2,470] [added: 2,510] | | | [removed: 2,404] [added: 2,470] | | | [removed: 2,832] [added: 2,404] | | |
| Goodwill impairment | | | — | | | [removed: 14,773] [added: —] | | | [removed: —] [added: 14,773] | | |
| Restructuring, impairment and other | | | [removed: 209] [added: 682] | | | [removed: 1,866] [added: 209] | | | [removed: 342] [added: 1,866] | | |
| Separation related | | | [removed: 60] [added: 23] | | | [removed: 134] [added: 60] | | | [removed: 184] [added: 134] | | |
| Total costs and expenses | | | [removed: 19,192] [added: 19,971] | | | [removed: 36,683] [added: 19,192] | | | [removed: 22,764] [added: 36,683] | | |
| Operating income (loss) | | | [removed: 1,310] [added: 1,185] | | | [removed: (15,978)] [added: 1,310] | | | [removed: 1,074] [added: (15,978)] | | |
| Other non-operating income (loss), net | | | [removed: (583)] [added: (911)] | | | [removed: 1,040] [added: (583)] | | | [removed: (84)] [added: 1,040] | | |
| Interest expense, net | | | [removed: (299)] [added: (252)] | | | [removed: (264)] [added: (299)] | | | [removed: (237)] [added: (264)] | | |
| Income (loss) before income taxes | | | [removed: 428] [added: 22] | | | [removed: (15,202)] [added: 428] | | | [removed: 753] [added: (15,202)] | | |
| Provision for income taxes | | | [removed: (758)] [added: (600)] | | | [removed: (559)] [added: (758)] | | | [removed: (482)] [added: (559)] | | |
| Net [removed: income (loss)] [added: loss] | | | [removed: (330)] [added: (578)] | | | [removed: (15,761)] [added: (330)] | | | [removed: 271] [added: (15,761)] | | |
| Less: Net income (loss) attributable to noncontrolling interests | | | [removed: (111)] [added: 23] | | | [removed: (5,821)] [added: (111)] | | | [removed: 143] [added: (5,821)] | | |
| Net [removed: income (loss)] [added: loss] attributable to Baker Hughes Company | | | $ | [removed: (219)] [added: (601)] | | $ | [removed: (9,940)] [added: (219)] | | $ | [removed: 128] [added: (9,940)] | |
| Basic & diluted income (loss) per Class A common share | | | $ | [removed: (0.27)] [added: (0.61)] | | $ | [removed: (14.73)] [added: (0.27)] | | $ | [removed: 0.23] [added: (14.73)] | |
| Cash dividend per Class A common share | | | $ | [removed: 0.72] [added: 0.73] | | $ | 0.72 | | $ | 0.72 | |
February 14, 2023
February 14, 2023
February 14, 2023
| Less: Net income (loss) attributable to noncontrolling interests | | | 23 | | | (111) | | | (5,821) | | |
| Net income (loss) | | | | | | | | | | | | (601) | | | | | | 23 | | | (578) | | |
| Balance at December 31, 2022 | | | — | | | $ | 28,126 | | | | | $ | (10,761) | | $ | (2,971) | | $ | 131 | | $ | 14,525 | |
| *(In millions)* | | | 2022 | | | 2021 | | | 2020 | | |
| Net loss | | | $ | (578) | | $ | (330) | | $ | (15,761) | |
| Stock-based compensation cost | | | 207 | | | 205 | | | 210 | | |
As of December 31, 2022, General Electric Company ("GE") no longer had an economic interest in BHH LLC.
Separation activities were substantially completed by the end of 2022.
slow moving and obsolete inventory.
We assess whether the
In determining this outside basis difference, we exclude non-deductible goodwill and the basis difference related to certain foreign
| | | | 2022 | | | 2021 | | |
As of June 30, 2022, GE is no longer considered a related party.
| | | | 2022 | | | 2021 | | |
Inventory impairments in 2022 were primarily in our Industrial & Energy Technology segment as part of suspending our Russia operations.
| | | | Oilfield Services & Equipment | | | Industrial & Energy Technology | | | Total | | |
| Balance at December 31, 2020, gross | | | $ | 19,818 | | $ | 4,686 | | $ | 24,504 | |
| Accumulated impairment at December 31, 2020 | | | (18,273) | | | (254) | | | (18,527) | | |
| Disposition (1) | | | (161) | | | — | | | (161) | | |
| Acquisitions (2) | | | 41 | | | 417 | | | 458 | | |
| Total | | | 1,432 | | | 4,728 | | | 6,160 | | |
| Classified as held for sale (3) | | | — | | | (230) | | | (230) | | |
| Balance at December 31, 2022 | | | $ | 1,432 | | $ | 4,498 | | $ | 5,930 | |
(1)The reduction in Oilfield Services & Equipment ("OFSE") goodwill relates to the sale of part of our OFSE Russia business.
Business Dispositions and Acquisitions" for further information.
Business Dispositions and Acquisitions" for further information related to acquisitions occurring during 2022.
(3)The reduction in Industrial & Energy Technology ("IET") goodwill relates to transferring our IET Nexus Controls business to held for sale.
Business Held for Sale" for further information.
As previously disclosed, effective October 1, 2022, the Company reorganized to create two operating segments.
In conjunction with the change in segments, the Company reevaluated its reporting units and concluded there was an immaterial change to the composition of its reporting units resulting in an immaterial goodwill allocation.
In addition, we assessed our goodwill for recoverability following the reorganization, and concluded there was no impairment, which was consistent with our annual goodwill impairment test completed immediately prior to the reorganization.
See "Note 17.
Segment Information" for further details on the change in operating segments.
| | | | 2022 | | | | | | | | | 2021 | | | | | | | | |
| 2023 | | | $ | 245 | |
| 2024 | | | 223 | | |
| 2027 | | | 114 | | |
February 11, 2022
| Balance at December 31, 2018 | | | — | | | $ | 18,659 | | | | | $ | 25 | | $ | (1,219) | | $ | 17,548 | | $ | 35,013 | |
| Net income | | | | | | | | | | | | 128 | | | | | | 143 | | | 271 | | |
| Repurchase of common units from GE by BHH LLC | | | — | | | — | | | (250) | | |
We hold a majority economic interest in BHH LLC and conduct and exercise full control over all activities of BHH LLC without the approval of any other member.
Accordingly, we consolidate the financial results of BHH LLC and report a noncontrolling interest in our consolidated financial statements for the economic interest held by GE.
As of December 31, 2021, GE's economic interest in BHH LLC was 11.4%.
translated at average rates for the respective periods.
revenue activity in the period earned.
We grant credit to our customers who primarily operate in the oil and natural gas industry.
both forward and spot prices for currencies and commodities.
These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances.
Assets that are written down to fair value when impaired and retained investments are not subsequently adjusted to fair value unless further impairment occurs.
Associated companies are accounted for as equity method investments.
Inventory impairments in 2020 are predominantly in our Oilfield Services segment as a result of certain restructuring activities initiated by the Company.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Oilfield Services | | | Oilfield Equipment | | | Turbo-machinery & Process Solutions | | | Digital Solutions | | | Total | | |
| Balance at December 31, 2019, gross | | | $ | 15,676 | | $ | 4,186 | | $ | 2,171 | | $ | 2,411 | | $ | 24,444 | |
| Accumulated impairment at December 31, 2019 | | | (2,633) | | | (867) | | | — | | | (254) | | | (3,754) | | |
| Balance at December 31, 2019 | | | 13,043 | | | 3,319 | | | 2,171 | | | 2,157 | | | 20,690 | | |
Our reporting units are the same as our four reportable segments.
During the first quarter of 2020, our market capitalization declined significantly.
Our closing stock price fell to a historic low of $9.33 on March 23, 2020.
Over the same period, the equity value of our peer group companies and the overall U.S. stock market also declined significantly amid market volatility.
In addition, the Oilfield Services Index ("OSX"), an indicator of investors’ view of the earnings prospects and cost of capital of the oil and gas services industry, traded at prices that were the lowest in its history.
These declines were driven by the uncertainty surrounding the outbreak of the coronavirus ("COVID-19") and other macroeconomic events such as the geopolitical tensions between the Organization of Petroleum Exporting Countries ("OPEC") and Russia, which also resulted in a significant drop in oil prices.
Based on these factors, we concluded that a triggering event occurred and, accordingly, an interim quantitative impairment test was performed as of March 31, 2020.
Based upon the results of our interim quantitative impairment test, we concluded that the carrying value of the Oilfield Services and Oilfield Equipment reporting units exceeded their estimated fair value as of March 31, 2020, which resulted in goodwill impairment charges of $11,484 million and $3,289 million, respectively.
The goodwill impairment was calculated as the amount that the carrying value of the reporting unit, including any goodwill, exceeded its fair value.
(1)For the year ended December 31, 2020, we recorded intangible asset impairments to customer relationships of $481 million, technology of $8 million, and trade names and trademarks of $237 million.
| 2022 | | | $ | 216 | |
| 2023 | | | 204 | | |
| 2024 | | | 187 | | |
| 2025 | | | 142 | | |
(1)Reflects revenue earned in excess of billings on our long-term contracts to construct technically complex equipment and certain other service agreements.
| 2022 | | | $ | 216 | | | | |
| 2023 | | | 156 | | | | | |
| 2024 | | | 117 | | | | | |
| Thereafter | | | 315 | | | | | |
An excerpt. Shown here: 40 of 621 rewritten, 40 of 285 added and 40 of 189 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 0 added, 1 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 2 unchanged
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 93][added: 96]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 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: 2022] [added: 2023] Annual Meeting of 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: 2021] [added: 2022] ("Proxy Statement"), which sections are incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
4 rewritten, 3 added, 3 removed, 11 unchanged
The information in the following table is presented as of December 31, [removed: 2021] [added: 2022] with respect to shares of our Class A common stock that may be issued under our current and prior LTI Plans (in millions, except per share prices).
| Subtotal (except for weighted average exercise price) | | | | | | [removed: 5.2] [added: 2.9] | | | | | | | | | | | | [removed: 31.25] [added: 33.02] | | | | | | | | | | | | [removed: 31.7] [added: 27.8] | | | | | |
| Employee Stock Purchase Plan | | | | | | [removed: 0.6] [added: 0.5] | | | | | | | | | | | | [removed: 20.45] [added: 25.10] | | | | | | | | | | | | [removed: 12.5] [added: 10.5] | | | | | |
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 94][added: 97]
Persons using such plan must act in good faith with respect to the contract with the broker executing the trades, trading instructions and the trading plan as a whole, and such plan must be established at a time when the individual is not in possession of material, nonpublic information and will be subject to a cooling off period to the initial trade thereunder.
| Shareholder-approved plans | | | | | | 2.9 | | | | | | | | | | | | $ | 33.02 | | | | | | | | | | | 27.8 | | | | | |
| Total | | | | | | 3.4 | | | | | | | | | | | | $ | 31.90 | | | | | | | | | | | 38.3 | | | | | |
Any such plan must be entered into in good faith at a time when the individual is not in possession of material, nonpublic information.
| Shareholder-approved plans | | | | | | 5.2 | | | | | | | | | | | | $ | 31.25 | | | | | | | | | | | 31.7 | | | | | |
| Total | | | | | | 5.8 | | | | | | | | | | | | $ | 30.22 | | | | | | | | | | | 44.2 | | | | | |
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 3 unchanged
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 95][added: 98]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
66 rewritten, 3 added, 41 removed, 27 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: 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)] [added: 17, 2019.](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0301.htm)] | | |
| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0302.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/808362/000095010323001269/dp187705_ex0301.htm)] | | | [removed: [Third] [added: [Fifth] Amended and Restated Bylaws of Baker Hughes Company [removed: dated October 17, 2019.](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0302.htm)] [added: dated](http://www.sec.gov/Archives/edgar/data/808362/000095010323001269/dp187705_ex0301.htm) [January 25, 2023.](http://www.sec.gov/Archives/edgar/data/808362/000095010323001269/dp187705_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 to Baker Hughes Holdings LLC) and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/808362/000095013408018616/h64661exv4w1.htm).] [added: trustee.](http://www.sec.gov/Archives/edgar/data/808362/000095013408018616/h64661exv4w1.htm)] | | |
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)] [added: [4.2](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, 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/1701605/000119312517220852/d343521dex41.htm).] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex41.htm)] | | |
| [removed: [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)] [added: [4.3](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, among Baker Hughes Holdings 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.](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)] [added: [4.4](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, 2008, among Baker Hughes Holdings 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.](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)[5](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] | | | [Fifth Supplemental Indenture, dated May 1, 2020 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 Trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm) | | |
| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] | | | [Indenture, dated May 15, 1994, between Western Atlas Inc. and The Bank of New York Mellon, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] | | |
| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[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, among Baker Hughes Holdings 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: [4.9](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)[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, among Baker Hughes Holdings 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: [4.10*](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit410.htm)] [added: [4.10*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-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/1701605/000170160522000050/fy21form10-kexhibit410.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-kexhibit410.htm)] | | |
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 96][added: 99]
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1004.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm)] | | | [removed: [Letter] [added: [STDA Side] Agreement, dated as of [removed: February 28,] [added: July 31,] 2019, between Baker Hughes Holdings LLC and General Electric [removed: Company regarding the Intercompany Services Agreement.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1004.htm)] [added: Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm)] | | |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1005.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm)[4](https://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm)] | | | [removed: [Letter] [added: [Umbrella Aero-Derivatives IP] Agreement, dated as of [removed: February 28, 2019,] [added: November 13, 2018,] between [removed: Baker Hughes Holdings LLC and] General Electric Company [removed: regarding Additives.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1005.htm)] [added: and Baker Hughes Holdings LLC.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm)] | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)[3](https://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)] | | | [removed: [Omnibus] [added: [Aero-Derivatives Supply and Technology Development] Agreement, dated as of [removed: July 31, 2019,] [added: November 13, 2018,] between Baker Hughes [removed: Company, Baker Hughes] Holdings LLC and General Electric [removed: Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit101.htm)] [added: Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)[20](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[5](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)] | | | [removed: [Amendment to the Amended and Restated Stockholders Agreement, dated as of July 31, 2019, between Baker] [added: [Baker] Hughes Company [removed: and General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1015.htm)] [added: Form of Indemnification Agreement dated July 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)] | | |
| [removed: [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)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] | | | [Amended and Restated Limited Liability Company Agreement of Baker Hughes Holdings LLC dated as of April 15, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.htm)] | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex105.htm)[4](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex105.htm)] [added: [10.5*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm)] | | | [removed: [Tax Matters Agreement, dated as of July 3, 2017, among] [added: [TMA Master Settlement Agreement](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm) [as of](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm) [February 13, 2023](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm) [among] General Electric Company, Baker Hughes Company, EHHC Newco, LLC and Baker Hughes Holdings [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex105.htm)] [added: LLC to settle disputes under the Tax Matters Agreement.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm)] | | |
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 97][added: 100]
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)[0](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)[6](https://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)] | | | [Credit Agreement, dated as of December 10, 2019, among Baker Hughes Holdings LLC, 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) | | |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)[.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)[8](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)] | | | [Amended and Restated Baker Hughes Incorporated 2002 Employee Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm).] [added: Plan.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)] | | |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)[2](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)[9](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)] | | | [Amended and Restated Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm) .] [added: Plan.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[0](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)] | | | [Form of Baker Hughes Incorporated Nonqualified Stock Option Award Agreement and Terms and Conditions for officers dated 2011.](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm) | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)] | | | [Form of Baker Hughes Incorporated Nonqualified Stock Option Award Agreement and Terms and Conditions for officers dated January 2014.](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm) | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[5](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[2](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)] | | | [Form of Baker Hughes Incorporated Nonqualified Stock Option Award Agreement and Terms and Conditions for officers June 2014.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm) | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)[46](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)] | | | [Baker Hughes Company 2017 Long-Term Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm) | | |
| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[4](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 [removed: 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)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)] | | |
| [removed: [10.48+](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] [added: [10.15+](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] | | | [Baker Hughes Company](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm) [removed: [Amended and Restated](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] [Executive Officer Short Term Incentive Compensation [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm) [as Amen](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)[ded and Restated](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)[.](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] | | |
| [removed: [10.49+*](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)[1](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)[6](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)[+](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)] | | | [Baker Hughes Company Non-Employee Director [removed: Deferral](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm) [Plan] [added: Deferral Plan] as Amended and [removed: 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)] [added: Restated.](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)] | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[0](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[7](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)] | | | [Amendment to the Baker Hughes Company Benefits Plans including the Baker Hughes Company 2017 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)] | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)[18](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)] | | | [Baker Hughes Company Executive Severance Program.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm) | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)[19](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)] | | | [First Amendment to the Baker Hughes Company Executive Severance Program effective January 1, 2020.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm) | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)[20](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)] | | | [Baker Hughes Company Executive Change in Control Severance [removed: Plan](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)] | | |
| [removed: [10.54+](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)[1](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)] | | | [removed: [Amended and Restated Baker] [added: [Baker] Hughes Company Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm).] [added: Plan](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm) [as](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm) [Amended and Restated](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)[.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)[5](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)[5](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)] [added: [10.22+](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)] | | | [Baker Hughes Company Supplementary Pension Plan as Amended and Restated Effective as of December 31, 2018.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm) | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[56](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)] | | | [Amendment to the Baker Hughes Holdings LLC Sponsored Benefit Plans including the Baker Hughes Company Supplementary Pension [removed: Plan](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm).] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[57](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm)] [added: [10.24+](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)] | | | [Baker Hughes Company Supplemental Retirement Plan, as amended and restated effective as of January 1, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm).] [added: 2020](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)[.](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[58](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)[7](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)] | | | [Baker Hughes Company Form of [removed: Indemnification] [added: Stock Option Award] Agreement dated July [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)[59](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)[6](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)] | | | [Baker Hughes Company Form of Director and Officer Indemnification Agreement dated March 18, 2020.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm) | | |
| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)[0](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1018.htm)[28](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1018.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1018.htm)] | | | [Baker Hughes Company Form of [added: Senior Executive] Stock Option Award Agreement dated July [removed: 2017](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm).] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1018.htm)] | | |
| [10.49+*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit1049nsagreementv2.htm) | | | [Settlement Agreement between Baker Hughes Company and Neil Saunders dated December 20, 2022.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit1049nsagreementv2.htm) | | |
| [10.50+*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit1050bwagreement.htm) | | | [Separation, Transition and Release Agreement between Baker Hughes Company and Brian Worrell dated December 2, 2022.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit1050bwagreement.htm) | | |
| [95*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-kexhibit95.htm) | | | [Mine Safety Disclosures.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-kexhibit95.htm) | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| [2.1](http://www.sec.gov/Archives/edgar/data/808362/000095010316017539/dp69954_ex0201.htm) | | | [Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc. and Bear MergerSub, Inc.](http://www.sec.gov/Archives/edgar/data/808362/000095010316017539/dp69954_ex0201.htm) | | |
| [2.2](http://www.sec.gov/Archives/edgar/data/808362/000095010317003027/dp74627_ex0201.htm) | | | [Amendment, dated as of March 27, 2017, to the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc., Bear MergerSub, Inc., BHI Newco, Inc. and Bear MergerSub 2, Inc](http://www.sec.gov/Archives/edgar/data/808362/000095010317003027/dp74627_ex0201.htm). | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm) | | | [Stock and Asset Purchase Agreement, dated February 25, 2019, among Baker Hughes Holdings 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 Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1002.htm) | | |
| [10.6](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit102.htm) | | | [Transition Services Agreement, dated as of July 31, 2019, between Baker Hughes Holdings 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, between Baker Hughes Holdings 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, between Baker Hughes Holdings 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, between Baker Hughes Holdings 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, between Baker Hughes Holdings 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, between Baker Hughes Holdings LLC and General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm) | | |
| [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 Company, Baker Hughes Holdings LLC and General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1001.htm) | | |
| [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 Company and Baker Hughes Holdings LLC.](http://www.sec.gov/Archives/edgar/data/808362/000095010319001713/dp102069_ex1001.htm) | | |
| [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 Company and Baker Hughes Holdings LLC.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1006.htm) | | |
| [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, between Baker Hughes Holdings LLC and General Electric Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1002.htm). | | |
| [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, between Baker Hughes Holdings LLC and General Electric Company](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1003.htm). | | |
| [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, between Baker Hughes Holdings LLC and General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010319002635/dp102779_ex1003.htm) | | |
| [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) | | | [First Amendment to the Amended and Restated HDGT Distribution and Supply Agreement dated September 16, 2019 between Baker Hughes Holdings LLC and General Electric Company.](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1020.htm) | | |
| [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 Company and General Electric Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1004.htm) | | |
| [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 Company and General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1012.htm) | | |
| [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 Company and Baker Hughes Holdings LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex103.htm) | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1007.htm)[5](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1007.htm) | | | [Amended and Restated Non-Competition Agreement, dated as of November 13, 2018, between General Electric Company and Baker Hughes Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1007.htm) | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1008.htm)[6](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1008.htm) | | | [Amended and Restated Channel Agreement, dated as of November 13, 2018, between General Electric Company and Baker Hughes Company.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1008.htm) | | |
| [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1011.htm)[2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1011.htm)[7](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1011.htm) | | | [Amended and Restated IP Cross License Agreement, dated as of November 13, 2018, between General Electric Company and Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1011.htm). | | |
| [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1012.htm)[2](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1012.htm)[8](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1012.htm) | | | [Side Letter to the Amended and Restated IP Cross License Agreement dated as of November 13, 2018, between General Electric Company and Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1012.htm). | | |
| [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit104.htm)[29](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit104.htm) | | | [Agreement to the Amended & Restated IP Cross License Agreement, dated as of July 31, 2019, between Baker Hughes Holdings LLC and General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit104.htm) | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1013.htm)[0](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1013.htm) | | | [Amended and Restated Trademark License Agreement, dated as of November 13, 2018, between General Electric Company and Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1013.htm). | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1010.htm)[1](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1010.htm) | | | [Amended and Restated GE Digital Master Products and Services Agreement, dated as of November 13, 2018, between GE Digital LLC and Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1010.htm). | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit106.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit106.htm) | | | [Amendment to the Amended and Restated GE Digital Master Products and Services Agreement, dated as of July 31, 2019, between Baker Hughes Holdings LLC and GE Digital LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit106.htm) | | |
| [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) | | | [GE Digital Referral Agreement, dated as of July 31, 2019, between Baker Hughes Holdings LLC and GE Digital LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit107.htm) | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1009.htm)[4](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1009.htm) | | | [Amended and Restated Intercompany Services Agreement, dated as of November 13, 2018, between General Electric Company and Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1009.htm). | | |
| [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) | | | [Amendment to the Amended and Restated Intercompany Services Agreement, dated as of July 31, 2019, between Baker Hughes Holdings LLC and General Electric Company.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit103.htm) | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1005.htm)[6](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1005.htm) | | | [Amended and Restated Supply Agreement, dated as of November 13, 2018, between General Electric Company, as Seller, and Baker Hughes Holdings LLC, as Buyer](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1005.htm). | | |
| [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1006.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1006.htm)[7](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1006.htm) | | | [Amended and Restated Supply Agreement, dated as of November 13, 2018, between Baker Hughes Holdings LLC, as Seller, and General Electric Company, as Buyer](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1006.htm). | | |
| [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm)[8](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 Baker Hughes Holdings LLC](http://www.sec.gov/Archives/edgar/data/808362/000095010318013305/dp98267_ex1014.htm). | | |
| [10.39](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 and Baker Hughes Holdings LLC.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1053.htm) | | |
Baker Hughes Company 2021 Form 10-K | 98
| [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) | | |
| [10.8](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex1022022rsuunder2021ltipc.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex1022022rsuunder2021ltipc.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm) | | | [Baker Hughes Company Form of Executive officer Restricted Stock Unit Award Agreement (Cliff) dated January 2022.](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex1022022rsuunder2021ltipc.htm) | | |
| [10.8](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex1032022psuunder2021ltip.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex1032022psuunder2021ltip.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm) | | | [Baker Hughes Company Form of Executive Officer Performance Share Unit Award Agreement dated January 2022.](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex1032022psuunder2021ltip.htm) | | |
An excerpt. Shown here: 40 of 66 rewritten, all 3 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
8 rewritten, 2 added, 5 removed, 44 unchanged
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 100][added: 101]
| Date: | | | February [removed: 11, 2022] [added: 14, 2023] | | | | | | /s/ LORENZO SIMONELLI | | |
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lorenzo Simonelli, [removed: Brian Worrell] [added: Nancy Buese] and Regina Jones, each of whom may act without joinder of the other, as their true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this [removed: 11th] [added: 14th] day of February [removed: 2022.][added: 2023.]
| /S/ [removed: BRIAN WORRELL] [added: NANCY BUESE] | | | | | | Chief Financial Officer | | |
| [removed: (Brian Worrell)] [added: (Nancy Buese)] | | | | | | (principal financial officer) | | |
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 101][added: 102]
Baker Hughes Company [removed: 2021] [added: 2022] Form 10-K | [removed: 102][added: 103]
| /s/ MOHSEN M. SOHI | | | | | | Director | | |
| (Mohsen M. Sohi) | | | | | | | | |
| | | | | | | | | |
| /s/ CLARENCE P. CAZALOT, JR. | | | | | | Director | | |
| (Clarence P. Cazalot, Jr.) | | | | | | | | |
| /s/ GREGORY L. EBEL | | | | | | Director | | |
| (Gregory L. Ebel) | | | | | | | | |