Baker Hughes (BKR) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A79 rewritten42 added17 removed178 unchanged
All filing items1,142 rewritten508 added567 removed1,562 unchanged
Summary
counted, not written
- Item 1A lists 38 risk factor headings: 1 new, 7 reworded and 30 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 508 added, 567 removed, 1,142 rewritten and 1,562 unchanged across 20 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (1)
- The potential transition risks posed by moving to a lower carbon economy could have an adverse effect on the demand for our technologies and services.
Removed Item 1A headings (1)
- Failure to effectively and timely execute our energy transition strategy could have an adverse effect on the demand for our technologies and services.
Reworded Item 1A headings (7)
- The partial or complete loss of GE as a
[removed: customer or]supplier, as well as contracts with our aeroderivative joint venture (the[removed: “Aero JV”)][added: "Aero JV")] with GE may adversely affect our business, financial condition, results of operations and cash flows. - The potential physical
[removed: or transition]risks posed by climate change could adversely affect our operations and those of our customers. - Our business has and may continue to be adversely affected by a public health emergency or outbreak of a contagious disease or
[removed: virus, such as the COVID-19 pandemic.][added: virus.] - Changes in tax laws, tax rates, tariffs, adverse positions taken by taxing authorities, and tax audits [added: in the countries where we operate] could [added: have a material adverse] impact
[removed: operating results.][added: on our results of operations.] - We could be subject to litigation [added: and environmental] claims arising out of our products and services which could adversely affect our reputation, financial condition, results of operations and cash flows.
- Investor and public perception related to the
[removed: Company’s environment, social, and governance ("ESG")][added: Company's ESG] performance as well as current and future ESG reporting requirements may affect our business and our operating results. - International, national, and state governments and agencies continue to evaluate and promulgate legislation and regulations that are focused on reducing
[removed: greenhouse gas ("GHG")][added: 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 sectors.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
79 rewritten, 42 added, 17 removed, 178 unchanged
We operate in a highly competitive environment for marketing [removed: oilfield] [added: our] products and services and securing [removed: equipment.][added: equipment across our portfolio.]
Our ability to defend, maintain or increase prices for our products and services is in part dependent on the [removed: industry’s] [added: industry's] capacity relative to customer demand, [removed: and] on our ability to differentiate the value delivered by our products and services from our [removed: competitors’] [added: competitors'] products and [removed: services.][added: services and to provide innovative and competitive products and services to meet our client's evolving needs with respect to new energy areas.]
[removed: Failure to effectively and timely execute our energy] [added: The potential] transition [removed: strategy] [added: risks posed by moving to a lower carbon economy] could have an adverse effect on the demand for our technologies and services.
Our future success may depend [removed: upon] [added: on] our ability to effectively execute on our energy transition [removed: strategy.][added: strategy and the pace at which the energy transition unfolds.]
Our strategy depends on our ability to develop additional innovative technologies and work with our customers and partners to advance new energy solutions such as [removed: carbon capture utilization and storage,] [added: geothermal, CCUS,] hydrogen energy, [removed: geothermal,] and other integrated solutions.
If the energy transition [removed: landscape changes] [added: occurs] faster than anticipated or faster than we can [removed: transition] [added: transition,] or if we [removed: fail] [added: are unable] to execute our energy transition strategy as planned, demand for our technologies and services or access to [removed: credit] [added: capital] could be adversely affected.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 14
[removed: These restructuring] [added: Restructuring] activities may be more costly than anticipated, and could lead to the diversion of [removed: management’s] [added: management's] attention from other business priorities.
[removed: Disruptions] [added: Additional disruptions] within our supply chain resulting from factors including, but not limited to, [removed: 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.
People are a key resource to developing, manufacturing, and delivering our products and providing technical services [removed: to our customers around the world.][added: and]
Factors that may affect our ability to attract and retain sufficient numbers of qualified employees [removed: include] [added: include:] employee morale, our [removed: reputation,] [added: brand reputation as an employer of choice,] competition from other employers, [added: our location strategy for key roles, investments in technology] and [added: systems, and] availability of qualified [removed: individuals.][added: individuals with the desired skills and experiences needed to grow our business.]
Other factors that [removed: have] [added: have,] and could continue to impact our [removed: workforce is] [added: workforce, are:] changes to our office [removed: environments,] [added: environments and] the [added: impact this could have on our Company culture, the] adoption of new work models, and our requirements and/or expectations about when or how often certain employees work on-site or [removed: remotely] [added: remotely,] which may not meet the expectations of our employees.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 15
Certain geopolitical conflicts, such as between Russia and [removed: Ukraine,] [added: Ukraine and between Israel and Hamas,] 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 [added: regional and] 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.
The potential physical [removed: or transition] risks posed by climate change could adversely affect our operations and those of our customers.
[removed: Additionally, transitioning] [added: 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 [added: a] climate change, sustainability, and energy transition matters.
[removed: Negative] [added: In addition, 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.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 16
Adverse weather conditions, such as hurricanes in the Gulf of [removed: Mexico,] [added: Mexico or extreme winter conditions in Canada or the North Sea,] may interrupt or curtail our operations, or our [removed: customers’] [added: customers'] operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured.
Repercussions of severe or unseasonable weather conditions, including as a result of climate change, may include evacuation of personnel and curtailment of [removed: services;] [added: services,] weather-related damage to offshore drilling rigs resulting in suspension of [removed: operations;] [added: operations,] weather-related damage to our facilities and project work [removed: sites;] [added: sites,] inability to deliver materials to job sites in accordance with contract [removed: schedules;] [added: schedules,] decreases in demand for oil and natural gas during unseasonably warm [removed: winters;] [added: winters,] and loss of productivity.
The partial or complete loss of GE as a [removed: customer or] supplier, as well as contracts with our aeroderivative joint venture (the [removed: “Aero JV”)] [added: "Aero JV")] with GE may adversely affect our business, financial condition, results of operations and cash flows.
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 [removed: contracts] [added: contracts, such as our long-term supply agreement for heavy-duty gas turbines,] 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 [removed: customer and] supplier, we and GE formed the Aero JV in 2019.
Our business has and may continue to be adversely affected by a public health emergency or outbreak of a contagious disease or [removed: virus, such as the COVID-19 pandemic.][added: virus.]
In the past, the markets have experienced volatility in oil demand due to the economic impacts of public health [removed: emergencies, such as the COVID-19 pandemic.][added: emergencies.]
If demand for our products and services 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 [removed: decline.]
The [removed: continued] spread of [removed: COVID-19 or] a [removed: similar] pandemic could result in [removed: further] instability in the markets and decreases in commodity prices resulting in [removed: further] adverse impacts on our financial condition, results of operations and cash flows.
In addition, the outbreak and spread of contagious diseases [removed: such as COVID-19] and measures to contain the disease may adversely impact our workforce and operations, operations of our customers, and those of our vendors and suppliers.
The extent to which these public health [removed: emergencies, including the COVID-19 pandemic, may continue to] [added: emergencies] adversely impact our business [removed: depends] [added: would depend] 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.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 17
In addition, scrutiny of the offshore drilling industry [added: and LNG industry] has resulted in more stringent technical specifications for our products and more comprehensive testing requirements for our products to ensure compliance with such specifications.
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: a pandemic] or [added: as] a [removed: similar pandemic).][added: result of civil unrest or armed conflicts).]
The total dollar amount of the [removed: Company’s] [added: Company's] RPO as of December 31, [removed: 2022] [added: 2023] was [removed: $27.8] [added: $33.5] billion.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 18
[added: 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 [removed: collect] [added: collect, timely or at all,] from our customers in these countries, particularly national oil companies.
In particular, [removed: the shipment of] goods, [removed: services] [added: services, data, finances,] and technology [removed: across] [added: that cross] international borders subjects us to extensive trade laws and regulations.
Compliance-related issues could limit our ability to do business in certain [removed: countries and] [added: countries,] impact our [removed: earnings] [added: earnings, bring reputational harm,] or result in [added: governmental] investigations leading to fines, penalties or other remedial measures.
[removed: The continued] success of our global business and operations depends, in part, on our ability to continue to anticipate and effectively manage these and other political, legal and regulatory risks.
We continue to invest in new technologies, equipment, and facilities and to expand our capabilities and technology portfolio to meet the challenges of a net-zero future.
These efforts include expanding into new energy areas such as geothermal and carbon capture, utilization and storage, strengthening our digital architecture and addressing key energy market themes.
We have, and may in the future enter into, agreements with third parties to jointly develop certain technologies which may include financial or other commitments.
Under the terms of these agreements, we may agree to share in the associated development and marketing costs for the developed technologies.
There can be no assurances that we will be able to successfully develop these technologies in collaboration with these third parties that will adequately meet our customers' needs.
Also, there can be no assurances that these joint development agreements will be commercially viable, successful or profitable.
As a result, these joint development agreements could have a material adverse effect on our financial condition, results of operations and cash flows.
These changes may result in the enactment of climate change-related regulations, policies and initiatives (at the government, regulator, corporate and/or investor community levels); technological advances with respect to the generation, transmission, storage and consumption of energy; increased availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas and development of, and increased demand from consumers and industry for, lower-emission products and services as well as more efficient products and services.
If the energy transition occurs slower than anticipated, we could be developing technologies and services that are not responsive to the commercial needs of our customers.
Many of the raw materials essential to our business require the use of rail, storage, and trucking services to transport the materials to our job sites.
These services, particularly during times of high demand, may cause delays in the arrival of or otherwise constrain our supply of raw materials.
These constraints could have a material adverse effect on our business and consolidated results of operations.
In addition, price increases imposed by our vendors for raw materials and transportation providers used in our business, and the inability to pass these increases through to our customers, could have a material adverse effect on our business and consolidated results of operations.
solutions to our customers around the world.
Any such risks may require us to record asset impairments and experience adverse operating impacts which could have a material adverse effect on our financial condition, results of operations and cash flows.
decline.
The continued
Given the highly dynamic nature of these restrictions and the unprecedented nature of these changes in the last two years, and the uncertainty in the political landscape and unrest in certain areas of the world, our future success depends on the ability of our organization to react to such changes rapidly and appropriately to assure compliance as we continue to conduct business globally.
We are subject to changes in tax laws, rates, treaties, regulations, and tariffs in the various jurisdictions where we operate, any of which, including in the interpretation there of, could have a material adverse impact on our tax expense and results of operations.
Further, the examinations and subsequent tax assessments by various tax authorities could increase the Company's tax liabilities.
Any changes to tax laws or rates or unfavorable positions taken by tax authorities have and could preclude our ability to fully utilize tax loss carryforwards and tax credits which could increase the amount of valuation allowances required against deferred tax assets and could adversely affect our financial condition, results of operations and cash flows.
If a license to resolve a claim were not available, we might not be able to continue providing a
In recent years, companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies, related to their ESG and sustainability practices.
If we do not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters (or meet sustainability goals and targets that we have set), as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may face increased litigation risk, reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
In addition, our continuing efforts to research, establish, accomplish and accurately report on the implementation of our ESG strategy, including our emissions reduction commitments, may also create additional operational risks and expenses and expose us to reputational, legal and other risks.
While we create and publish voluntary disclosures regarding ESG matters from time to time, some of the statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.
These organizations provide information to investors on corporate governance and related matters and have developed ratings processes for evaluating companies on their approach to ESG matters.
For example, the EU Corporate Sustainability Reporting Directive became effective in 2023 and applies to both EU and certain non-EU entities.
In October 2023, California enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that will require large public and private companies that do business within the state to disclose their Scopes 1, 2 and 3 greenhouse gas ("GHG") emissions, with third party assurance of GHG emissions information for certain entities, and issue public
reports on their climate-related financial risk and related mitigation measures.
In 2023, California also enacted the Voluntary Carbon Market Disclosures Act, which requires companies that operate within the state and make certain climate-related claims to provide enhanced disclosures around the achievement of such claims.
We expect regulatory disclosure requirements related to ESG matters to continue to expand globally, which has and may continue to increase our cost and burden of compliance and subject us to increased legal and reputational risk.
contractual obligations or customer-imposed controls in the jurisdictions in which we operate.
Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts.
For example, the collection, use, storage, disclosure, transfer, or other processing of personal data regarding individuals located in the European Economic Area and the U.K. is subject to strict regulations, and compliance may require adhering to stringent legal and operational obligations and the dedication of substantial time and financial resources.
suppliers.
We utilize various procedures and controls to monitor and mitigate our exposure including maintaining a dedicated Cyber Fusion Center and engaging third party experts.
For more information see the "Risk Management & Strategy" section of Part 1 of Item 1C herein.
Actions by the Federal Reserve in the last year to increase interest rates, and the potential for further increases or an extended period of elevated interest rates, has resulted, and could continue to result, in increased borrowing costs or make the cost of borrowing funds commercially unattractive.
We continue to invest in new technologies, equipment, and facilities.
There is increasing concern over risks posed by climate change and related environmental sustainability matters.
For example, extreme winter conditions in 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.
Furthermore, countries that rely heavily upon income from hydrocarbon exports have been and
Changes in tax laws, tax rates, tariffs, changes in interpretation of tax laws, the resolution of tax assessments or audits by various tax authorities, and the ability to fully utilize tax loss carryforwards and tax credits could impact our operating results, including additional valuation allowances for deferred tax assets.
Increasing focus on ESG factors has led to enhanced interest in, and review of performance results by investors and other stakeholders, and the potential for litigation and reputational risk.
We are committed to transparent and comprehensive reporting of our sustainability performance and report under standards such as the Global Reporting Initiative, the Sustainability Accounting Standards Board ("SASB"), and recommendations issued by the Financial Stability Board's Task Force for Climate-related Financial Disclosures ("TCFD").
Over the past few years there has also been increased investor demand for ESG investing opportunities, and the ESG ratings are used by some stakeholders to inform their investment and voting decisions.
In the U.S., such regulations have been issued related to pension investments in California, and for the responsible investment of public funds in Illinois.
Additional regulation is pending at the SEC and in other states.
We expect regulatory requirements related to ESG matters to continue to expand globally.
We may be affected by our ability to meet evolving and expanding emissions reporting requirements and by investor and public perception of our reporting and performance related to voluntary climate standards.
If, for example, new energy sources become more competitive than oil and natural gas globally, it could have a material effect on our results of operations.
terms.
We utilize various procedures and controls to monitor and mitigate our exposure including the engagement of third party security experts for risk assessments and program enhancements, including ransomware vulnerability assessments, cybersecurity tabletop exercises, and internal phishing awareness campaigns.
The successful
future.
An excerpt. Shown here: 40 of 79 rewritten, 40 of 42 added and all 17 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
164 rewritten, 106 added, 185 removed, 191 unchanged
We operate through our two business segments: [removed: Oilfield Services & Equipment ("OFSE")] [added: OFSE] and [removed: Industrial & Energy Technology ("IET").][added: IET.]
We sell products and services primarily in the global oil and gas markets, within the upstream, [removed: midstream,] [added: midstream] and downstream [removed: segments.][added: segments, as well as broader industrial and new energy markets.]
In [removed: 2022, we] [added: 2023, the Company] generated revenue of [removed: $21.2] [added: $25.5] billion, compared to [removed: $20.5] [added: $21.2] billion in [removed: 2021.][added: 2022, increasing $4.4 billion or 21%.]
The increase in revenue was primarily driven by higher volume in [added: IET on Gas Technology Equipment project backlog execution and stronger activity in] OFSE.
[removed: Operating] [added: IET segment operating] income [removed: in 2022] was [removed: $1,185] [added: $1,310] million [added: in 2023] compared to [removed: $1,310] [added: $1,135] million in [removed: 2021.][added: 2022.]
[removed: Included in our] [added: In 2022, we incurred $911 million of] other non-operating [added: losses primarily due to the] loss [removed: was a] [added: of] $451 million [removed: loss] from the sale of part of the OFSE [added: business in] Russia [removed: business,] and [added: a loss of] $265 million [removed: of unrealized net losses] from [removed: marking our investments] [added: the change] in [removed: ADNOC Drilling and C3 AI to] fair [removed: value.][added: value for certain equity investments.]
We increased our quarterly dividend in the [removed: fourth] [added: third] quarter of [removed: 2022] [added: 2023] by one cent to [removed: $0.19] [added: $0.20] per share.
For the full year of [removed: 2022,] [added: 2023,] we returned a total of [removed: $1.6] [added: $1.3] billion to shareholders in the form of dividends and share repurchases.
We continue to invest in the Baker Hughes portfolio through strategic [removed: acquisitions and early-stage new energy investments.][added: acquisitions.]
In [removed: 2022,] [added: 2023,] we [removed: entered into an agreement to acquire] [added: completed the acquisition of] Altus Intervention, a leading international provider of well intervention services and downhole technology, which [removed: will enhance] [added: significantly enhances] OFSE's existing portfolio.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 29][added: 32]
All of our outlook expectations are purely based on the market as we see it [removed: today,] [added: today] and are subject to changing conditions in the industry.
- OFSE International activity: We expect spending outside of North America to experience [removed: strong] [added: moderate] growth in [removed: 2023,] [added: 2024,] as compared to [removed: 2022, should commodity prices remain at current levels.][added: 2023.]
We also have businesses within our portfolio that are exposed to new energy solutions, specifically focused around reducing carbon emissions of [added: the] energy and broader industry, including hydrogen, geothermal, [removed: carbon capture, utilization and] [added: CCUS, energy] storage, [added: clean power] and [removed: energy storage.][added: emissions abatement solutions.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 30][added: 33]
The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition and liquidity position as of and for the years ended December 31, [removed: 2022, 2021,] [added: 2023] and [removed: 2020,] [added: 2022,] and should be read in conjunction with the consolidated financial statements and related notes of the Company.
This spending is driven by a number of factors, including our customers' forecasts of future energy demand and supply, their access to resources to develop and produce oil and natural gas, their ability to fund their capital programs, the impact of new government [removed: regulations] [added: regulations,] and [removed: most importantly,] their expectations for oil and natural gas prices as a key driver of their cash flows.
| Brent oil prices ($/Bbl) (1) | | | $ | [removed: 100.93 | | $ | 70.86] [added: 82.49] | | $ | [removed: 41.96] [added: 100.93] | |
| WTI oil prices ($/Bbl) (2) | | | [removed: 94.90 | | | 68.14] [added: 77.58] | | | [removed: 39.16] [added: 94.90] | | |
| Natural gas prices ($/mmBtu) (3) | | | [removed: 6.45 | | | 3.89] [added: 2.53] | | | [removed: 2.03] [added: 6.45] | | |
(2)EIA Cushing, OK [removed: WTI ("West] [added: West] Texas [removed: Intermediate")] [added: Intermediate ("WTI")] spot price
Outside North America, customer spending is [removed: most heavily] influenced by Brent oil prices.
The average Brent oil prices [removed: increased] [added: decreased] to [removed: $100.93/Bbl] [added: $82.49/Bbl] in [removed: 2022] [added: 2023] from [removed: $70.86/Bbl] [added: $100.93/Bbl] in [removed: 2021] [added: 2022] and ranged from a low of [removed: $76.02/Bbl] [added: $71.03/Bbl] in [removed: December 2022,] [added: March 2023,] to a high of [removed: $133.18/Bbl] [added: $97.10/Bbl] in [removed: March 2022.][added: September 2023.]
In North America, customer spending is [removed: highly driven] [added: influenced] by WTI oil prices, which similarly to Brent oil prices, on average [removed: increased] [added: decreased] to [removed: $94.90/Bbl] [added: $77.58/Bbl] in [removed: 2022] [added: 2023] from [removed: $68.14/Bbl] [added: $94.90/Bbl] in [removed: 2021,] [added: 2022,] and ranged from a low of [removed: $71.05/Bbl] [added: $66.61/Bbl] in [removed: December 2022,] [added: March 2023,] to a high of [removed: $123.64/Bbl] [added: $93.67/Bbl] in [removed: March 2022.][added: September 2023.]
In North America, natural gas prices, as measured by the Henry Hub Natural Gas Spot Price, averaged [removed: $6.45/mmBtu] [added: $2.53/mmBtu] in [removed: 2022,] [added: 2023,] representing a [removed: 66% increase] [added: 61% decrease] over the prior year.
Throughout the year, Henry Hub Natural Gas Spot Prices ranged from a high of [removed: $9.85/mmBtu] [added: $3.78/mmBtu] in [removed: August 2022,] [added: January 2023,] to a low of [removed: $3.46/mmBtu] [added: $1.74/mmBtu] in [removed: November 2022.][added: June 2023.]
According to the U.S. Department of Energy, working natural gas in storage at the end of [removed: 2022] [added: 2023] was [removed: 2,891] [added: 3,476] billion cubic feet ("Bcf"), which was [removed: 9.5%,] [added: 20%,] or [removed: 304] [added: 585] Bcf, below the corresponding week in [removed: 2021.][added: 2022.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 31][added: 34]
The counts may reflect the relative strength and stability of energy prices and overall market [removed: activity,] [added: activity;] however, these counts should not be solely relied on as other specific and pervasive conditions may exist that affect overall energy prices and market activity.
We believe the counting process and resulting data is [removed: reliable,] [added: reliable;] however, it is subject to our ability to obtain accurate and timely information.
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: 898 | | | 610] [added: 864] | | | [removed: 522] [added: 898] | | |
| International | | | [removed: 851 | | | 756] [added: 948] | | | [removed: 827] [added: 851] | | |
| Worldwide | | | [removed: 1,749 | | | 1,366] [added: 1,812] | | | [removed: 1,349] [added: 1,749] | | |
[removed: 2022] [added: 2023] Compared to [removed: 2021][added: 2022]
The rig count in North America [removed: increased 47%] [added: decreased 4%] and the international rig count increased [removed: 13%] [added: 11%] in [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]
Within North America, the [removed: increase] [added: decrease] was primarily driven by the U.S. rig count, which was [removed: up 51%] [added: down 5%] on average when compared to the same period last year, [removed: and] [added: partially offset by] an increase in the Canada rig count, which was up [removed: 32%] [added: 1%] on average.
Internationally, the increase in the rig count was driven by increases in the [removed: Latin America region, Africa region,] [added: Africa, Europe, Asia-Pacific,] Middle [removed: East region,] [added: East,] and [removed: Asia-Pacific region] [added: Latin America regions] of [added: 24%,] 22%, [removed: 19%, 16%, and] [added: 11%,] 8%, [added: and 6%,] respectively.
[removed: Overall the] [added: The worldwide] rig count was [removed: 1,366] [added: 1,812] in [removed: 2021,] [added: 2023,] an increase of [removed: 1%] [added: 4%] as compared to [removed: 2020 due] [added: 2022] primarily [added: due] to an increase in activity [removed: in North America] [added: internationally] partially offset by [removed: declines internationally.][added: a decline in North America.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 32][added: 35]
For management's discussion and analysis of our financial condition and results of operations for fiscal year 2022 as compared to fiscal year 2021 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, 2022, filed with the Securities and Exchange Commission ("SEC") on February 14, 2023.
During 2023, Baker Hughes built strong momentum across the Company with significant improvement in our financial results over 2022.
In OFSE, we saw key commercial successes and solid margin improvements, and in IET, we benefited from robust growth in LNG orders, driving RPO to levels that provides meaningful revenue visibility.
Overall, we capitalized on market tailwinds to deliver strong revenue growth across both segments, began realizing the full benefits of our cost-out initiatives, and continued to transform how we operate.
We also achieved significant growth in new energy orders compared to 2022 as we continue to experience growing demand for decarbonization solutions across the Company's IET and OFSE portfolios.
As we look to 2024, we remain balanced on the oil and gas outlook but continue to see areas of strength across our portfolio despite persisting economic uncertainty.
We continue to believe in a multiyear upstream spending cycle, which, we believe, will be more durable and less sensitive to commodity price swings relative to prior cycles and led by international and offshore markets.
Continued discipline from the world's largest producers and the pace of oil demand growth in the face of economic uncertainty, will remain important factors to monitor as we look into 2024.
Oil and gas prices have experienced volatility in the fourth quarter of 2023 and beginning of 2024, and this will likely have some influence on upstream development plans, particularly for shorter-cycle spending budgets.
Additionally, the conflict in the Middle East has added another element of uncertainty across the oil and gas markets.
While this conflict has not had a material impact on our operations, a further escalation in geopolitical tensions across the region could impact the Company.
We will continue to monitor and assess the impact of the conflict in the Middle East on our business.
Furthermore, in IET, the aeroderivative supply chain continues to show signs of tightness, which we will continue to manage operationally.
We also remain optimistic on the LNG outlook, seeing a continued shift towards the development of natural gas and LNG.
As a result, the LNG project pipeline remains strong, both in the U.S. and internationally.
As the world increasingly recognizes the crucial role natural gas is expected to play in the energy transition, serving as both a transition and destination fuel, we believe it will be fundamental in satisfying the world's energy needs for many decades to come.
Financial Results
Income before tax was $2,655 million in 2023 compared to $22 million in 2022, increasing $2,633 million.
The increase in income before tax was driven by higher volume and price in both segments and structural cost-out initiatives, positive effect from the change in fair value on certain equity securities, and lower restructuring and impairment charges.
Our journey of transformation continues.
The business has undertaken significant structural changes, and we see the cost-out performance coming through our operating results.
We have made significant progress; however, there is still more work to do to further identify areas to simplify and create efficiencies and modernize how the business operates, including actions launched in OFSE to remove duplication and further streamline the business.
We also completed the sale of the Nexus Controls business in April 2023.
- OFSE North America activity: After trending lower most of 2023 due to lower activity from private exploration & production operators and in gas basins, North American activity has recently stabilized.
However, we see a slow start to 2024 and anticipate only a modest recovery in activity during the second half of 2024.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2023 | | | 2022 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2023 | | | 2022 | | |
Within IET, Gas Technology orders were $10.4 billion and $9.2 billion, Industrial Technology orders were $3.2 billion and $3.1 billion, and CTS orders were $0.6 billion and $0.4 billion in 2023 and 2022, respectively.
References to total new energy orders incorporates CTS in IET of $0.6 billion and OFSE of $0.2 billion.
| Well Construction | | | $ | 4,387 | | $ | 3,854 | | $ | 533 | |
| Production Solutions | | | 3,854 | | | 3,587 | | | 267 | | |
| Gas Technology Equipment | | | 4,232 | | | 2,599 | | | 1,633 | | |
| Gas Technology Services | | | 2,600 | | | 2,440 | | | 160 | | |
| Total Gas Technology | | | 6,832 | | | 5,039 | | | 1,793 | | |
| Industrial Products | | | 1,962 | | | 1,697 | | | 265 | | |
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.
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.
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.
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.
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.
With years of under investment now being amplified by recent geopolitical factors, global spare capacity for oil and gas has deteriorated and will likely require years of investment growth to meet forecasted future demand.
For this reason, we continue to believe that we are in the early stages of a multi-year upturn in global activity and are poised to see a second consecutive year of strong growth in global upstream spending in 2023.
We remain positive on the near term and long term prospects for the natural gas and LNG investment cycle.
Near term, we believe that the likely reopening of China, combined with Europe’s need to refill gas storage supplies, will play a critical role in keeping global gas and LNG markets tight.
Longer term, we remain optimistic on the structural growth outlook for natural gas and LNG as the world looks to lower emissions and displace the consumption of coal.
In addition to the strong growth in traditional oil and gas spending, we also believe that the Inflation Reduction Act in the U.S. and potential new legislation in Europe will support significant growth opportunities in new energy in 2023 and beyond.
- OFSE North America activity: We expect North American spending to continue to improve in 2023, as compared to 2022, should commodity prices remain at current levels.
| | | | 2022 | | | 2021 | | | 2020 | | |
An excerpt. Shown here: 40 of 164 rewritten, 40 of 106 added and 40 of 185 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10 rewritten, 3 added, 2 removed, 29 unchanged
As of December 31, [removed: 2022,] [added: 2023,] we had interest rate swaps with a notional amount of $500 million that converted a portion of our $1,350 million aggregate principal amount of 3.337% fixed rate Senior Notes due 2027 into a floating rate instrument with an interest rate based on a LIBOR index as a hedge of its exposure to changes in fair value that are attributable to interest rate risk.
The mark-to-market of this fair value hedge was recorded as [added: a] gain or loss in interest expense and was equally offset by the gain or loss of the underlying debt instrument, which also was recorded in interest expense.
| *(In millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total (2) | | |
| Long-term debt (1) | | | $ | [removed: 650] [added: 107] | | | | | $ | [removed: 107] [added: —] | | | | | $ | [removed: —] [added: 600] | | | | | $ | [removed: 600] [added: 1,350] | | | | | $ | [removed: 1,350] [added: —] | | | | | $ | 3,756 | | | | | $ | [removed: 6,463] [added: 5,813] | |
(1)Fair market value of our fixed rate long-term debt, excluding finance leases, was [removed: $5.8] [added: $5.5] billion at December 31, [removed: 2022.][added: 2023.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 46
We had outstanding foreign currency forward contracts with notional amounts aggregating [removed: $3] [added: $3.6] billion and [removed: $3.3] [added: $3] billion to hedge exposure to currency fluctuations in various foreign currencies at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
The notional [removed: amount] [added: amounts] of these derivative instruments do not generally represent cash amounts exchanged by us and the counterparties, but rather the nominal amount upon which changes in the value of the derivatives are measured.
As of December 31, [removed: 2022,] [added: 2023,] 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 [removed: earnings,] [added: earnings;] however, the Company is generally able to mitigate its foreign exchange exposure, where there are liquid financial markets, through use of foreign currency derivative transactions.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 47
As of July 1, 2023, the interest rate changed to be based on a Secured Overnight Financing Rate index.
| As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted average interest rates | | | 4.08 | | % | | | | — | | % | | | | 2.35 | | % | | | | 5.29 | | % | | | | — | | % | | | | 4.06 | | % | | | | 4.16 | | % |
| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted average interest rates | | | 1.46 | | % | | | | 4.07 | | % | | | | — | | % | | | | 2.36 | | % | | | | 3.75 | | % | | | | 4.06 | | % | | | | 3.59 | | % |
Item 1. BUSINESS
145 rewritten, 52 added, 67 removed, 147 unchanged
Baker Hughes Company ("Baker [removed: Hughes",] [added: Hughes,"] "the [removed: Company", "we", "us",] [added: Company," "we," "us,"] or "our") is an energy technology company with a diversified portfolio of technologies and services that span the energy and industrial value chain.
The oil and gas macroeconomic environment continues to be [removed: dynamic.][added: complex.]
[removed: We] [added: While we] believe [added: that] the [removed: world’s] [added: world's] reliance on hydrocarbons will not disappear, and oil and gas will continue to remain relevant in meeting global energy [removed: demand.][added: demand, we also acknowledge the need to transition to new energy sources.]
[removed: At the same time,] [added: Over] the [added: last several years, this] transition [removed: to new energy sources is accelerating,] [added: has been progressing,] with governments and society focused on a long-term goal of net-zero emissions while trying to balance the [removed: “energy trilemma”] [added: "energy trilemma"] - energy security, sustainability, and [removed: affordability - for at least the foreseeable future.][added: affordability.]
[removed: Our] [added: We believe the industry is going through a transformation that requires a change in how we work with our] existing and new customers [removed: expect] [added: expecting] new [removed: partnership] [added: partnerships] and commercial models and 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 to lead the energy transition [removed: while] [added: and] solving the energy trilemma.
- Transform the core: We are transforming our current business to improve margins and cash flow, which we are achieving through portfolio rationalization, cost [removed: improvements,] [added: improvement,] and new business models.
- Invest for growth: We are driving organic and inorganic growth in high potential [removed: segments] [added: markets] where we have a strong position, including industrial power and processes, industrial asset management, non-metallics, and chemicals.
- Position for new energy frontiers: We are making strategic investments to drive lower carbon emissions in the energy and industrial sectors, including [removed: hydrogen, geothermal,] [added: hydrogen; geothermal;] carbon capture, utilization and storage [removed: ("CCUS"),] [added: ("CCUS");] and clean power solutions.
We deliver through our two operating segments: Oilfield Services & Equipment ("OFSE") and Industrial & Energy Technology ("IET") as discussed below under "Products and Services," and each are among the top [removed: four] providers for the majority of the product lines in the markets they serve.
- Technology: Our culture is built on a heritage of innovation and invention [removed: in] [added: through] research and development, with complementary capabilities.
We remain committed to investing in our products and services to maintain our leadership position across our offerings, including [removed: $556] [added: $658] million research and development [added: ("R&D")] spend and being granted more than [removed: 2,200] [added: 2,000] patents worldwide in [removed: 2022.][added: 2023.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 1
- Energy transition solutions: We are positioned to support our customers' efforts to reduce their carbon footprint with a range of [removed: emissions-reduction] [added: emissions-abatement] products and services, which we refer to as "new energy." This includes more efficient power generation and compression [added: technology, as well as sensor] technology that reduces [added: flaring and overall] carbon emissions, [removed: including] [added: technology for] CCUS, [removed: as well as] hydrogen [removed: technologies.][added: production, transportation, storage and distribution, and geothermal solutions.]
[removed: In 2022,] [added: Over the past several years,] we [added: have] made [added: progress in] strategic investments and acquisitions in emerging energy technologies to advance CCUS, hydrogen, [removed: net-zero] [added: clean] power and e-fuels with companies such as Mosaic, [removed: HIF,] [added: Nemesys, HIF Global, and] NET Power, [removed: and Levidian,] among others.
- Digital capabilities: We expect to benefit from the emerging demand for [added: intelligent operations and] artificial intelligence ("AI") based solutions as part of our [removed: customers’] [added: customers'] digital transformation initiatives.
In addition to enhancing our technology portfolio with new AI applications, we are [removed: creating a] [added: embedding] digital [removed: element] [added: elements] in our core OFSE product lines, helping them to deliver efficiency, predictability, and a better experience for our customers and ourselves.
- 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 & [removed: completions] [added: completion] fluids [removed: (emulsion-based fluids, water-based fluids, specialty fluids, drill-in fluids, waste management,] [added: (emulsion-based, water-based, specialty, drill-in,] and completion [removed: fluids).][added: fluids; and waste management).]
- 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, [removed: and] coiled [removed: tubing] [added: tubing,] and tubular running services), and wireline services (openhole logging services, cased-hole logging services, and perforating and drill stem-testing services).
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 2
- Production Solutions spans artificial lift systems (electrical submersible pumping systems, surface pumping systems, rigless deployment systems, and sensors and gauges) and oilfield & industrial chemicals [removed: (upstream chemicals, downstream chemicals,] [added: (upstream, downstream,] and [removed: Aquaness] [added: AquanessTM] wholesale chemicals).
[removed: - 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 [removed: joins] [added: combines] the [removed: segment’s] [added: segment's] domain expertise with a deep understanding of digital technology to improve operational safety, performance, and sustainability.
OFSE customers include large integrated major and super-major oil and natural gas companies; U.S. and international independent oil and natural gas companies; national or state-owned oil [added: and natural gas] companies; engineering, procurement, and construction contractors; geothermal companies; and other oilfield [removed: service] [added: services] companies.
The IET segment combines a broad array of domain expertise, technologies, [added: software,] and services for [removed: industrial and] energy customers including on-and offshore, LNG, pipeline and gas storage, refining, petrochemical, distributed gas, [removed: flow and process control, and industrial segments such as] nuclear, [removed: aviation, automotive, marine, food] [added: hydrogen, carbon capture, utilization] and [removed: beverage, mining, cement] [added: storage, clean power] and [removed: utilities.][added: renewables.]
[removed: Our] [added: IET] solutions unlock the ability to transform, transfer, and transport energy efficiently, while capturing and cutting emissions, [removed: solving] [added: addressing] a fundamental challenge behind the energy [removed: transition:] [added: trilemma:] reducing environmental impact, while maximizing efficiency, [added: safety,] productivity, [added: reliability] and [removed: reliability.][added: availability.]
[removed: The Gas] [added: - Gas] Technology [removed: portfolio includes equipment for mechanical-drive, compression,] [added: Equipment delivers highly efficient mechanical] and [removed: power-generation applications.][added: electric drive compression and power generation technology for projects across the natural gas value chain.]
[removed: Products include] [added: The product line's portfolio includes] drivers, driven equipment, flow control, and turnkey [removed: solutions.][added: solutions:]
[added: -] Drivers [removed: are comprised of] [added: include] aero-derivative gas turbines, heavy-duty gas turbines, small- to medium-sized industrial gas turbines, steam turbines, [removed: electric motors,] and [added: hot gas and] turboexpanders.
[added: -] Driven equipment [removed: consists of] [added: includes] generators and reciprocating, centrifugal, integrated zero emission [removed: compressors.][added: compressors, and centrifugal pumps.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 3
[removed: part of its turnkey solutions, Gas Technology Equipment offers] [added: - Turnkey solutions includes] power generation and gas compression modules, waste heat/energy/pressure recovery, energy storage, modularized small and large liquefaction plants, CO2 compression, and storage/use solutions.
- Condition [removed: Monitoring] [added: Monitoring] includes the Bently Nevada® and System 1® product brands, providing rack-based [removed: vibration] [added: vibrating] monitoring equipment and sensors for both power generation and oil and gas operations, as well as industrial applications.
- [removed: Inspection includes the] Waygate [removed: Technologies product brand of] [added: Technologies, which comprises] non-destructive testing technology, software, and services, including industrial radiography, ultrasonic sensors, testing machines and gauges, [removed: NDT] [added: non-destructive testing] film, and remote visual inspection.
[removed: The Inspection product line also includes the] [added: -] Process & Pipeline [removed: Services business ("PPS")] [added: Services,] which [removed: provides] [added: comprises] pre-commissioning and maintenance services to improve throughput and asset integrity for process facilities and [removed: pipelines,] [added: pipelines] as well as inline inspection solutions to support pipeline integrity.
- Precision Sensors & Instrumentation [removed: (PSI) & Controls includes] [added: device technology including] the Panametrics®, Druck®, and Reuter-Stokes® product brands, [removed: which provide] [added: provides] instrumentation and sensor-based technologies to better detect and analyze pressure, flow, gas, moisture, radiation, and related conditions.
[removed: CTS spans carbon capture, utilization and storage,] [added: - Climate Technology Solutions ("CTS") includes CCUS,] hydrogen, clean power, and emissions [removed: management] [added: abatement] capabilities to enable energy operators as well as [added: users of energy in] the broader industry, in particular the hard-to-abate sectors, to achieve [removed: a reliable, net-zero energy system.][added: their emission reduction goals.]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 4
[removed: IAM combines sophisticated hardware technologies with enterprise-class software as a service (SaaS) products and analytics] [added: - Analytics] to connect [removed: industrial] [added: customers'] assets, providing [removed: customers] [added: them] with the data, safety and security needed to [removed: optimize] [added: improve] operations reliably and efficiently.
IET customers for Gas Technology [added: Equipment and Gas Technology Services] product lines are upstream, midstream, and downstream, onshore, and offshore, and small to large scale.
There is a growing consensus that the energy transition will likely take longer than many expected due to the energy trilemma.
Our unique portfolio is expected to benefit regardless of how quickly the energy transition develops.
We have also made strategic acquisitions to strengthen our core technology portfolio, including Altus Intervention which adds significant well intervention capabilities to our OFSE segment.
In 2023, we launched several key digital solutions across our portfolio for existing customers, including Cordant™ for industrial and energy customers and the Leucipa™ automated field production solution for oilfield customers.
We also continued our investments in digital partners, including Corva.
Beyond its traditional oilfield concentration, OFSE is also expanding its capabilities and technology portfolio to meet the challenges of the energy transition, including focusing on new energy areas, such as geothermal and CCUS, strengthening its digital architecture, and addressing key energy market themes.
- Subsea & Surface Pressure Systems includes subsea projects and services (subsea trees, controls, manifolds, wellheads, premium casing connectors, installation and commissioning, repairs and
OFSE products and services are sold in highly competitive markets.
It also provides cutting edge technology for consumers of energy and/or organizations who are reliant on infrastructure integrity.
Effective October 1, 2023, IET re-aligned its product lines and began operating through five product lines - *Gas Technology Equipment, Gas Technology Services, Industrial Products, Industrial Solutions, and Climate Technology Solutions*.
- Gas Technology Services provides advanced aftermarket support and uptime availability in critical environments and through every stage of our customers' equipment and plant lifecycle.
The product line's portfolio includes:
- Designing, manufacturing, maintaining, upgrading rotating equipment combining sophisticated hardware technologies with enterprise-class software products.
- Genuine spare parts, system upgrades, conversion solutions, digital advanced services, and turnkey solutions to refurbish and improve the output from a single machine up to an entire plant.
- Industrial Products includes a broad portfolio of component products and service offerings that enable industrial safety and productivity across diverse industry verticals.
The product line's portfolio includes:
- Valves and Gears, which comprises flow technology including industrial valves, regulators, control systems, gears and other flow and process control technologies.
- Industrial Solutions offers a unique suite of hardware, software, and edge device solutions that enable asset performance and process optimization.
Industrial Solutions combines several product lines to leverage our critical equipment hardware capability to migrate to full plant offerings and through Cordant, a full-stack, edge-to-enterprise solution that encompasses our hardware, software and services offerings.
The product line's portfolio includes:
The product line also provides integrated asset performance management.
This product line is the primary driver of the Company's new energy orders and is designed to accelerate the decarbonization of both energy and hard-to-abate industries.
Products and services for the remaining IET product lines are primarily sold in a diversified arena to a broad range of customers and across multiple verticals including aerospace, automotive, nuclear, oil and gas, mining, cement, metals, refinery and petrochemical, food and beverage, pulp & paper, and textile.
Our Gas Technology Services product line competes with
independent service providers such as Masaood John Brown, EthosEnergy, and Sulzer.
CTS competitors are varied across application.
For CCUS, competitors include Aker Carbon Capture, Svante, and SLB.
For hydrogen, competitors include Siemens Energy, Howden (a Chart Industries company), and Burckhardt.
We also conduct business in a number of industrial markets and provide critical equipment hardware capability for full plant offerings, asset performance management and process optimization.
As of December 31, 2023, the remaining performance obligations totaled $33.5 billion.
We also continue to invest and develop a range of technologies that support our customers' efforts to reduce their carbon footprint.
For the year ended December 31, 2023, we incurred $658 million of R&D expense.
In parallel, and in strong collaboration with the IET technology organization, we are investing in strategic themes that fuel our future product and service portfolios.
These include themes such as digital, automation, electrification, chemistry and materials, electronics, CCUS, and geothermal.
Specifically for OFSE, in our Well Construction product line, we are improving reliability in high-temperature and high shock and vibration environments (harsh-drilling conditions), through a combination of optimized design, automated operations, and integrated solutions that leverage our drilling tools, drill bits, and drilling fluids technologies.
In our Completions, Intervention, and Measurements product line, we are investing in intelligent solutions and advanced measurements while creating a leadership position in the well-intervention domain through the integration of our wireline measurement capabilities with the conveyance and intervention capabilities.
In our Production Solutions product line, we are leveraging our artificial lift technologies with our chemical solutions to provide an optimized and automated portfolio of production-enhancing solutions.
In our Subsea and Surface Pressure Solutions product line, we continue to develop subsea production systems that improve performance and reduce emissions through lighter design, automated operations, and electrification.
Our offshore flexible pipe systems optimized for higher pressure temperature and CO2 content continue to deliver greater sustainability and performance.
assignment agreements to protect our IP rights.
The Company was formed in July 2017 from the combination between Baker Hughes Incorporated ("BHI") and the oil and gas business ("GE O&G") of General Electric Company ("GE").
As a result of the 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").
BHH LLC is a Securities and Exchange Commission ("SEC") registrant with separate filing requirements with the SEC.
We believe the industry is going through a transformation that requires a change in how we work.
Irrespective of commodity prices, our customers are focused on reducing both capital and operating expenditures.
We also made several
strategic acquisitions to strengthen our core technology portfolio, including AccessESP, the BRUSH Power Generation business, Qi2 Elements, and Quest Integrity.
We also have a range of inspection and sensor technologies that can monitor and help reduce flaring and emissions.
Launched in 2019, our partnership with C3.ai, Inc. ("C3 AI") continues to enable us to deliver AI that is faster, easier, and more scalable to drive outcomes for our customers.
In addition, we are delivering existing technology and collaborating on new AI applications specific for oil and gas customers.
We have also continued to invest in our industrial asset management 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.
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.
OFSE products and services are sold in highly competitive markets, and revenue and earnings are affected by changes in commodity prices; fluctuations in levels of drilling, workover and completion activity in major markets; general economic conditions; foreign currency exchange fluctuations; and governmental regulations.
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.
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:
The product line also provides integrated asset performance management offering through its acquisition of ARMS Reliability and its investment and alliance with Augury.
- 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.
In 2022, we created the Climate Technology Solutions (“CTS”) and Industrial Asset Management (“IAM”) organizations which are now part of the IET segment.
We believe the creation of these two groups will help accelerate the speed of commercial development across the IET product lines for solutions-based business models throughout our new energy and industrial asset management offerings.
CTS is the primary driver of the Company’s new energy orders.
IAM provides customers the technical capabilities to drive enterprise-wide digital transformation of business processes and to focus on better production outcomes along the energy and industrial processes value chain, using sensors, software as a service solutions and inspection services to connect industrial assets to the industrial internet.
Products and services for the Industrial Technology product lines are primarily sold in a diversified, fragmented arena to a broad range of customers.
Our Gas Technology – Services product line competes with independent service providers such as Masaood John Brown, EthosEnergy, Sulzer, MTU, Chromalloy, and Siemens Energy.
and for which responsibility is assessed proportionate to fault.
As of December 31, 2022 and 2021, the remaining performance obligations totaled $27.8 billion and $23.6 billion, respectively.
We continue to invest across both operating segments in products to enhance safety, develop capability, improve performance, and reduce costs aligned with our operational strategy.
An excerpt. Shown here: 40 of 145 rewritten, 40 of 52 added and 40 of 67 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Cover and table of contents
35 rewritten, 8 added, 7 removed, 64 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]
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: 2022] [added: 2023] reported by the Nasdaq Stock Market LLC) was [removed: approximately $26,299,951,662.][added: $31,860,362,416.]
As of [removed: February 6, 2023,] [added: January 26, 2024,] the registrant had outstanding [removed: 1,011,217,705] [added: 1,000,881,406] shares of Class A Common Stock, $0.0001 par value per share.
Portions of Registrant's Definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
| [Item [removed: 1.](#i66c00c7002504373957ab35b818d47f1_13)] [added: 1.](#i61bac42cd006476a9aa6adb47d4b62a1_13)] | | | [removed: [Business](#i66c00c7002504373957ab35b818d47f1_13)] [added: [Business](#i61bac42cd006476a9aa6adb47d4b62a1_13)] | | | [removed: [1](#i66c00c7002504373957ab35b818d47f1_13)] [added: [1](#i61bac42cd006476a9aa6adb47d4b62a1_13)] | | |
| [Item [removed: 1A.](#i66c00c7002504373957ab35b818d47f1_16)] [added: 1A.](#i61bac42cd006476a9aa6adb47d4b62a1_52)] | | | [Risk [removed: Factors](#i66c00c7002504373957ab35b818d47f1_16)] [added: Factors](#i61bac42cd006476a9aa6adb47d4b62a1_52)] | | | [removed: [14](#i66c00c7002504373957ab35b818d47f1_16)] [added: [14](#i61bac42cd006476a9aa6adb47d4b62a1_52)] | | |
| [Item [removed: 1B.](#i66c00c7002504373957ab35b818d47f1_19)] [added: 1B.](#i61bac42cd006476a9aa6adb47d4b62a1_73)] | | | [Unresolved Staff [removed: Comments](#i66c00c7002504373957ab35b818d47f1_19)] [added: Comments](#i61bac42cd006476a9aa6adb47d4b62a1_73)] | | | [removed: [25](#i66c00c7002504373957ab35b818d47f1_19)] [added: [26](#i61bac42cd006476a9aa6adb47d4b62a1_73)] | | |
| [Item [removed: 2.](#i66c00c7002504373957ab35b818d47f1_22)] [added: 2.](#i61bac42cd006476a9aa6adb47d4b62a1_76)] | | | [removed: [Properties](#i66c00c7002504373957ab35b818d47f1_22)] [added: [Properties](#i61bac42cd006476a9aa6adb47d4b62a1_76)] | | | [removed: [26](#i66c00c7002504373957ab35b818d47f1_22)] [added: [29](#i61bac42cd006476a9aa6adb47d4b62a1_76)] | | |
| [Item [removed: 3.](#i66c00c7002504373957ab35b818d47f1_25)] [added: 3.](#i61bac42cd006476a9aa6adb47d4b62a1_79)] | | | [Legal [removed: Proceedings](#i66c00c7002504373957ab35b818d47f1_25)] [added: Proceedings](#i61bac42cd006476a9aa6adb47d4b62a1_79)] | | | [removed: [26](#i66c00c7002504373957ab35b818d47f1_25)] [added: [29](#i61bac42cd006476a9aa6adb47d4b62a1_79)] | | |
| [Item [removed: 4.](#i66c00c7002504373957ab35b818d47f1_28)] [added: 4.](#i61bac42cd006476a9aa6adb47d4b62a1_82)] | | | [Mine Safety [removed: Disclosures](#i66c00c7002504373957ab35b818d47f1_28)] [added: Disclosures](#i61bac42cd006476a9aa6adb47d4b62a1_82)] | | | [removed: [26](#i66c00c7002504373957ab35b818d47f1_28)] [added: [29](#i61bac42cd006476a9aa6adb47d4b62a1_82)] | | |
| [Item [removed: 5.](#i66c00c7002504373957ab35b818d47f1_34)] [added: 5.](#i61bac42cd006476a9aa6adb47d4b62a1_88)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i66c00c7002504373957ab35b818d47f1_34)] [added: Securities](#i61bac42cd006476a9aa6adb47d4b62a1_88)] | | | [removed: [27](#i66c00c7002504373957ab35b818d47f1_34)] [added: [30](#i61bac42cd006476a9aa6adb47d4b62a1_88)] | | |
| [Item [removed: 6.](#i66c00c7002504373957ab35b818d47f1_37)] [added: 6.](#i61bac42cd006476a9aa6adb47d4b62a1_91)] | | | [removed: [\[Reserved\]](#i66c00c7002504373957ab35b818d47f1_37)] [added: [\[Reserved\]](#i61bac42cd006476a9aa6adb47d4b62a1_91)] | | | [removed: [28](#i66c00c7002504373957ab35b818d47f1_37)] [added: [31](#i61bac42cd006476a9aa6adb47d4b62a1_91)] | | |
| [Item [removed: 7.](#i66c00c7002504373957ab35b818d47f1_40)] [added: 7.](#i61bac42cd006476a9aa6adb47d4b62a1_94)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i66c00c7002504373957ab35b818d47f1_40)] [added: Operations](#i61bac42cd006476a9aa6adb47d4b62a1_94)] | | | [removed: [29](#i66c00c7002504373957ab35b818d47f1_40)] [added: [32](#i61bac42cd006476a9aa6adb47d4b62a1_94)] | | |
| [Item [removed: 7A.](#i66c00c7002504373957ab35b818d47f1_61)] [added: 7A.](#i61bac42cd006476a9aa6adb47d4b62a1_115)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i66c00c7002504373957ab35b818d47f1_61)] [added: Risk](#i61bac42cd006476a9aa6adb47d4b62a1_115)] | | | [removed: [46](#i66c00c7002504373957ab35b818d47f1_61)] [added: [46](#i61bac42cd006476a9aa6adb47d4b62a1_115)] | | |
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| | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i66c00c7002504373957ab35b818d47f1_67)] [added: Reporting](#i61bac42cd006476a9aa6adb47d4b62a1_121)] | | | [removed: [48](#i66c00c7002504373957ab35b818d47f1_67)] [added: [48](#i61bac42cd006476a9aa6adb47d4b62a1_121)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i66c00c7002504373957ab35b818d47f1_70)] [added: Firm](#i61bac42cd006476a9aa6adb47d4b62a1_124)] | | | [removed: [49](#i66c00c7002504373957ab35b818d47f1_70)] [added: [49](#i61bac42cd006476a9aa6adb47d4b62a1_124)] | | |
| | | | [Consolidated Statements of Income [removed: (Loss)](#i66c00c7002504373957ab35b818d47f1_73)] [added: (Loss)](#i61bac42cd006476a9aa6adb47d4b62a1_127)] | | | [removed: [52](#i66c00c7002504373957ab35b818d47f1_73)] [added: [52](#i61bac42cd006476a9aa6adb47d4b62a1_127)] | | |
| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i66c00c7002504373957ab35b818d47f1_76)] [added: (Loss)](#i61bac42cd006476a9aa6adb47d4b62a1_130)] | | | [removed: [53](#i66c00c7002504373957ab35b818d47f1_76)] [added: [53](#i61bac42cd006476a9aa6adb47d4b62a1_130)] | | |
| | | | [Consolidated Statements of Financial [removed: Position](#i66c00c7002504373957ab35b818d47f1_79)] [added: Position](#i61bac42cd006476a9aa6adb47d4b62a1_133)] | | | [removed: [54](#i66c00c7002504373957ab35b818d47f1_79)] [added: [54](#i61bac42cd006476a9aa6adb47d4b62a1_133)] | | |
| | | | [Consolidated Statements of Changes in [removed: Equity](#i66c00c7002504373957ab35b818d47f1_82)] [added: Equity](#i61bac42cd006476a9aa6adb47d4b62a1_136)] | | | [removed: [55](#i66c00c7002504373957ab35b818d47f1_82)] [added: [55](#i61bac42cd006476a9aa6adb47d4b62a1_136)] | | |
| | | | [Consolidated Statements of Cash [removed: Flows](#i66c00c7002504373957ab35b818d47f1_85)] [added: Flows](#i61bac42cd006476a9aa6adb47d4b62a1_139)] | | | [removed: [56](#i66c00c7002504373957ab35b818d47f1_85)] [added: [56](#i61bac42cd006476a9aa6adb47d4b62a1_139)] | | |
| | | | [Notes to Consolidated Financial [removed: Statements](#i66c00c7002504373957ab35b818d47f1_88)] [added: Statements](#i61bac42cd006476a9aa6adb47d4b62a1_142)] | | | [removed: [57](#i66c00c7002504373957ab35b818d47f1_88)] [added: [57](#i61bac42cd006476a9aa6adb47d4b62a1_142)] | | |
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| [Item [removed: 9B.](#i66c00c7002504373957ab35b818d47f1_160)] [added: 9B.](#i61bac42cd006476a9aa6adb47d4b62a1_217)] | | | [Other [removed: Information](#i66c00c7002504373957ab35b818d47f1_160)] [added: Information](#i61bac42cd006476a9aa6adb47d4b62a1_217)] | | | [removed: [96](#i66c00c7002504373957ab35b818d47f1_160)] [added: [93](#i61bac42cd006476a9aa6adb47d4b62a1_217)] | | |
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| [Item [removed: 16.](#i66c00c7002504373957ab35b818d47f1_190)] [added: 16.](#i61bac42cd006476a9aa6adb47d4b62a1_247)] | | | [Form 10-K [removed: Summary](#i66c00c7002504373957ab35b818d47f1_190)] [added: Summary](#i61bac42cd006476a9aa6adb47d4b62a1_247)] | | | [removed: [101](#i66c00c7002504373957ab35b818d47f1_190)] [added: [98](#i61bac42cd006476a9aa6adb47d4b62a1_247)] | | |
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | i
| 575 N. Dairy Ashford Rd., Suite 100 | | | | | | | | |
| Houston, | | | Texas | | | 77079-1121 | | |
| | | | [Part I](#i61bac42cd006476a9aa6adb47d4b62a1_10) | | | | | |
| [Item 1C.](#i61bac42cd006476a9aa6adb47d4b62a1_2175) | | | [Cybersecurity](#i61bac42cd006476a9aa6adb47d4b62a1_2175) | | | [26](#i61bac42cd006476a9aa6adb47d4b62a1_2175) | | |
| | | | [Part II](#i61bac42cd006476a9aa6adb47d4b62a1_85) | | | | | |
| | | | [Part III](#i61bac42cd006476a9aa6adb47d4b62a1_223) | | | | | |
| | | | [Part IV](#i61bac42cd006476a9aa6adb47d4b62a1_241) | | | | | |
| | | | [Signatures](#i61bac42cd006476a9aa6adb47d4b62a1_250) | | | [99](#i61bac42cd006476a9aa6adb47d4b62a1_250) | | |
| 17021 Aldine Westfield Road | | | | | | | | |
| Houston, | | | Texas | | | 77073-5101 | | |
| | | | [Part I](#i66c00c7002504373957ab35b818d47f1_10) | | | | | |
| | | | [Part II](#i66c00c7002504373957ab35b818d47f1_31) | | | | | |
| | | | [Part III](#i66c00c7002504373957ab35b818d47f1_166) | | | | | |
| | | | [Part IV](#i66c00c7002504373957ab35b818d47f1_184) | | | | | |
| | | | [Signatures](#i66c00c7002504373957ab35b818d47f1_193) | | | [102](#i66c00c7002504373957ab35b818d47f1_193) | | |
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 0 added, 1 removed, 1 unchanged
Baker Hughes Company 2022 Form 10-K | 25
Item 1C. CYBERSECURITY
0 rewritten, 60 added, 0 removed, 0 unchanged
New section this year
RISK MANAGEMENT & STRATEGY
Overall Process
We protect our digital systems and data through a comprehensive cybersecurity management program, which includes a dedicated cybersecurity function, risk assessments, policies and procedures, and technical measures and related services from third party service providers.
We have a dedicated Chief Information Security Officer ("CISO") with overall responsibility for the cybersecurity program, including threat detection and response, vulnerability management, governance, risk and compliance, security strategy and architecture, security engineering and operations, product and operational technology security.
As part of our cybersecurity management program, we operate a Cyber Fusion Center ("CFC") to monitor both internal and external cybersecurity threats, conduct initial assessment of severity, coordinate incident response resources, reduce incident response time, and
Baker Hughes Company 2023 Form 10-K | 26
shift toward a proactive cyber-defense model, which includes a dedicated threat intelligence program that leverages custom intelligence platforms as well as industry specific professional associations and ongoing threat hunting.
Through our cybersecurity risk management program, we monitor cybersecurity vulnerabilities and potential attack vectors and evaluate the potential operational and financial effects of any threat and countermeasures made to defend against such threats.
We have established policies and procedures, including our Incident Response Plan ("IRP"), for assessing, identifying, managing, and responding to cybersecurity and privacy threats and incidents, including protocols for assessing potential material impact from cybersecurity threats and incidents, escalating to executive leadership and the Board, engaging external stakeholders, and reporting incidents based on applicable legal requirements.
Our IRP provides guidance in the event of a cybersecurity incident, including processes with assigned roles and responsibilities to triage, assess severity, escalate, contain, investigate, and remediate incidents, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
We conduct regular cybersecurity tabletop exercises to test established policies and procedures for responding to cybersecurity threats and incidents.
In addition, employees and stakeholders can report cybersecurity threats, cybersecurity and data privacy incidents, or other concerns through external and internal reporting channels.
Enterprise Risk Management Process Integration
Cybersecurity risk management processes are an integral part of our enterprise risk management, which is overseen by the Audit Committee of the Board.
Our processes include periodic program maturity assessments, ongoing information technology risk assessments, and third-party security risks assessments.
Our cybersecurity risk management efforts have also been integrated into the overall Enterprise Risk Management ("ERM") process, which includes assessment of cybersecurity risks that could result in significant operational disruption to the Company, such as production disruption, business downtime, loss of containment or other operation interruptions, as well as risks that could have significant reputational and compliance/regulatory impact.
Cybersecurity risks identified and tracked through our ERM risk register have assigned risk owners at the executive leadership level and risk delegates who are responsible to identify and manage risk mitigation actions.
Key risk indicators are updated quarterly by risk delegates and communicated to our executive leadership and the Audit Committee.
We leverage recognized cybersecurity frameworks to drive strategic direction and maturity improvement and engage third party security experts for risk assessments, risk mitigation actions, and program enhancements.
We also include cybersecurity training as part of our required annual employee training program.
In addition, cybersecurity and privacy training and awareness is integrated and continues throughout the year, utilizing various delivery methods such as phishing campaigns, training sessions, and informational articles.
Third Party Security Experts
We engage third party security experts to supplement our internal CFC team as well as for assessments, penetration tests and program enhancements, including vulnerability assessments, security framework maturity assessments and identification of areas for continued focus and improvement.
In addition, our third-party experts work with us to conduct cybersecurity tabletop exercises and internal phishing awareness campaigns.
We use the findings of these exercises to improve our practices, procedures, and technologies.
We also engage third party security experts to support our cybersecurity threat and incident response management and maintain information security risk insurance coverage.
Identification of Threats Associated with Third Parties
Baker Hughes utilizes a third-party risk management ("TPRM") program to identify, assess, monitor, and mitigate risks associated with third-party relationships, including cybersecurity risks.
We conduct initial risk assessments of third-party suppliers and service providers based on various factors to classify each into a risk category.
Our TPRM program is designed to apply our most rigorous processes to those suppliers and service providers that are classified into the highest risk category.
These processes include due diligence assessments of third-party suppliers and service providers that have access to Baker Hughes networks, confidential information, and information systems in order to assess the risks from cybersecurity threats that could impact our suppliers and third-party service providers.
We leverage external partners to assist with the regular assessment of our top priority
Baker Hughes Company 2023 Form 10-K | 27
suppliers and third-party service providers to identify, review and address risks, including deeper reviews of their cybersecurity controls.
We track the identified deficiencies and include with other cybersecurity metrics based on their severity.
We also require that our suppliers and third-party service providers have in place appropriate technical and organizational security measures and security-control principles based on recognized cybersecurity standards.
Incidents & Risks
We have not experienced a material cybersecurity incident and although we are subject to ongoing and evolving cybersecurity threats, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.
For more information on our cybersecurity risks, see "Technology Risks" identified in the "Risk Factors" section of Part 1 of Item 1A herein.
GOVERNANCE
An excerpt. Shown here: all 0 rewritten, 40 of 60 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY in the FY2023 filing.
Item 2. PROPERTIES
5 rewritten, 1 added, 0 removed, 7 unchanged
The following sets forth the location of our principal owned or leased facilities for our business segments as of December 31, [removed: 2022:][added: 2023:]
| *Oilfield Services & Equipment:* | | | | | | Houston, Pasadena, and The Woodlands, Texas; [removed: Broken Arrow and] Claremore, Oklahoma - all located in the United States; Leduc, Canada; Celle, Germany; Tananger, Norway; Aberdeen and Montrose, Scotland; Nailsea and Newcastle, England; Macae and Niteroi, Brazil; Singapore, Singapore; Suzhou, China; Kakinada, India; Abu Dhabi and Dubai, United Arab Emirates; Dammam and Dhahran, Saudi Arabia; Luanda, Angola; Port Harcourt, Nigeria | | |
| *Industrial & Energy Technology:* | | | | | | Deer Park, Texas; Jacksonville, Florida; Billerica, Massachusetts; Minden, Nevada; [removed: Longmont, Colorado;] Twinsburg, Ohio - all located in the United States; Florence, Massa, [added: Avenza,] Bari, and Talamona, Italy; Le Creusot, France; [removed: Leicester and Cramlington,] [added: Leicester,] England; Shannon, Ireland; Hurth and Wunstorf, Germany; [added: Pilsen, Czech Republic;] Shanghai, China; [added: Doha, Qatar; Boufarik, Algeria;] Coimbatore, India | | |
We [added: also] own or lease numerous other facilities such as service centers, blend plants, workshops and sales and administrative offices throughout the geographic regions in which we operate.
We believe that our facilities are well maintained and suitable for their intended [removed: purposes.][added: purposes and are operating at a level consistent with the requirements of the industry in which we operate.]
We lease our corporate headquarters in Houston, Texas.
Item 4. MINE SAFETY DISCLOSURES
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Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 26][added: 29]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
11 rewritten, 12 added, 12 removed, 11 unchanged
As of [removed: February 6, 2023,] [added: January 26, 2024,] there were approximately [removed: 5,946] [added: 5,663] stockholders of record.
The following table contains information about our purchases of Class A common stock equity securities during the fourth quarter of [removed: 2022.][added: 2023.]
(1)Represents Class A common stock purchased from employees to satisfy the tax withholding obligations [added: primarily] in connection with the vesting of restricted stock [removed: units and shares purchased in the open market under our publicly announced program.][added: units.]
[removed: (3)In] [added: In] October 2022, [removed: our] [added: the] Board [removed: 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.
(4)During the three months ended December 31, [removed: 2022,] [added: 2023,] we repurchased and subsequently canceled [removed: 3.3] [added: 8.6] million shares of Class A common stock at an average price of [removed: $25.27] [added: $34.23] per share for a total of [removed: $84] [added: $296] million.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 27][added: 30]
[removed: Although,] [added: Although] the Company is not a component of the OSX, this index [removed: 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.
[removed: ][added: ]
| | | | [removed: | | | 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |
| S&P 500 Oil and Gas Equipment and Services Index | | | [removed: | | |] 100.00 | | | | | | [removed: 58.53] [added: 110.54] | | | | | | [removed: 64.70] [added: 70.49] | | | | | | [removed: 41.26] [added: 89.93] | | | | | | [removed: 52.64] [added: 148.98] | | | | | | [removed: 87.20] [added: 152.38] | | |
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: 2017] [added: 2018] in Baker Hughes common stock, the S&P 500 Index, the S&P 500 Oil and Gas Equipment and Services Index, and the OSX.
| October 1-31, 2023 | | | 1,504,251 | | | | | | $ | 34.84 | | | | | 1,494,491 | | | | | | $ | 2,461,020,155 | |
| November 1-30, 2023 | | | 6,396,260 | | | | | | 34.39 | | | | | | 6,356,047 | | | | | | $ | 2,242,451,793 | |
| December 1-31, 2023 | | | 790,967 | | | | | | 31.77 | | | | | | 788,251 | | | | | | $ | 2,217,416,302 | |
| Total | | | 8,691,478 | | | | | | $ | 34.23 | | | | | 8,638,789 | | | | | | | | |
(3)In July 2021, the Board authorized the Company to repurchase up to $2 billion of its Class A common stock.
The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.
During the three months ended December 31, 2023, our agents repurchased a number of our Class A common stock that complied with Rule 10b-18 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Baker Hughes Company ("BKR") | | | $ | 100.00 | | | | | $ | 122.94 | | | | | $ | 104.35 | | | | | $ | 124.14 | | | | | $ | 156.30 | | | | | $ | 185.32 | |
| S&P 500 Stock Index | | | 100.00 | | | | | | 131.47 | | | | | | 155.65 | | | | | | 200.29 | | | | | | 163.98 | | | | | | 207.04 | | |
| Philadelphia Oil Service Index ("OSX") | | | 100.00 | | | | | | 99.45 | | | | | | 57.60 | | | | | | 69.55 | | | | | | 112.31 | | | | | | 114.47 | | |
| 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 | | | | | | | | |
During 2022, we entered into purchase plans that complied with Rule 10b5-1 of the Exchange Act (the "10b5-1 Plans").
Under the 10b5-1 Plans, the agents repurchased a number of our Class A common stock determined under the terms of the 10b5-1 Plans each trading day based on the trading price of the stock on that day.
In 2022, the Company elected to include the OSX index.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Baker Hughes Company ("BKR") | | | | | | $ | 100.00 | | | | | $ | 69.58 | | | | | $ | 85.55 | | | | | $ | 72.61 | | | | | $ | 86.38 | | | | | $ | 108.75 | |
| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 95.61 | | | | | | 125.70 | | | | | | 148.81 | | | | | | 191.48 | | | | | | 156.77 | | |
| Philadelphia Oil Service Index ("OSX") | | | | | | 100.00 | | | | | | 54.78 | | | | | | 54.48 | | | | | | 31.56 | | | | | | 38.10 | | | | | | 61.53 | | |
Item 6. [RESERVED]
1 rewritten, 0 added, 0 removed, 0 unchanged
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 28][added: 31]
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
605 rewritten, 198 added, 270 removed, 832 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: 2022.][added: 2023.]
| /s/ LORENZO SIMONELLI Lorenzo Simonelli Chairman, President and Chief Executive Officer | | | | | | /s/ NANCY BUESE Nancy Buese Chief Financial Officer | | | | | | /s/ [removed: KURT CAMILLERI Kurt Camilleri] [added: REBECCA CHARLTON Rebecca Charlton] Senior Vice President, Controller and Chief Accounting Officer | | |
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 48
We have audited the accompanying consolidated statements of financial position of Baker Hughes Company and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 14, 2023] [added: 5, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 49
–questioning the Company's finance and project managers regarding progress to date based on the latest project reports and the costs expected to [removed: still] be incurred until completion;
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 50
We have audited Baker Hughes Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 14, 2023] [added: 5, 2024] expressed an unqualified opinion on those consolidated financial statements.
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | 51
[removed: BAKER HUGHES COMPANY][added: Baker Hughes Company 2023 Form 10-K | 52]
| *(In millions, except per share amounts)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |
| Sales of goods | | | $ | [removed: 12,236] [added: 15,617] | | $ | [removed: 12,248] [added: 12,236] | | $ | [removed: 12,846] [added: 12,248] | |
| Sales of services | | | [removed: 8,920] [added: 9,889] | | | [removed: 8,254] [added: 8,920] | | | [removed: 7,859] [added: 8,254] | | |
| Total revenue | | | [removed: 21,156] [added: 25,506] | | | [removed: 20,502] [added: 21,156] | | | [removed: 20,705] [added: 20,502] | | |
| Cost of goods sold | | | [removed: 10,445] [added: 13,309] | | | [removed: 10,458] [added: 10,445] | | | [removed: 11,383] [added: 10,458] | | |
| Cost of services sold | | | [removed: 6,311] [added: 6,946] | | | [removed: 5,995] [added: 6,311] | | | [removed: 6,123] [added: 5,995] | | |
| Selling, general and administrative | | | [removed: 2,510] [added: 2,611] | | | [removed: 2,470] [added: 2,510] | | | [removed: 2,404] [added: 2,470] | | |
| Restructuring, impairment and other | | | [removed: 682] [added: 323] | | | [removed: 209] [added: 705] | | | [removed: 1,866] [added: 269] | | |
| Total costs and expenses | | | [removed: 19,971] [added: 23,189] | | | [removed: 19,192] [added: 19,971] | | | [removed: 36,683] [added: 19,192] | | |
| Operating income [removed: (loss)] | | | [removed: 1,185] [added: 2,317] | | | [removed: 1,310] [added: 1,185] | | | [removed: (15,978)] [added: 1,310] | | |
| Other non-operating income (loss), net | | | [removed: (911)] [added: 554] | | | [removed: (583)] [added: (911)] | | | [removed: 1,040] [added: (583)] | | |
| Interest expense, net | | | [removed: (252)] [added: (216)] | | | [removed: (299)] [added: (252)] | | | [removed: (264)] [added: (299)] | | |
| Income (loss) before income taxes | | | [removed: 22] [added: $] | [added: 2,655] | | [removed: 428] [added: $] | [added: 22] | | [removed: (15,202)] [added: $] | [added: 428] | |
| Provision for income taxes | | | [removed: (600)] [added: (685)] | | | [removed: (758)] [added: (600)] | | | [removed: (559)] [added: (758)] | | |
| Net [removed: loss] [added: income (loss)] | | | [removed: (578)] [added: 1,970] | | | [removed: (330)] [added: (578)] | | | [removed: (15,761)] [added: (330)] | | |
| Less: Net income (loss) attributable to noncontrolling interests | | | [removed: 23] [added: 27] | | | [removed: (111)] [added: 23] | | | [removed: (5,821)] [added: (111)] | | |
| Net [removed: loss] [added: income (loss)] attributable to Baker Hughes Company | | | $ | [removed: (601)] [added: 1,943] | | $ | [removed: (219)] [added: (601)] | | $ | [removed: (9,940)] [added: (219)] | |
| Basic [removed: & diluted] income (loss) per Class A common share | | | $ | [removed: (0.61)] [added: 1.93] | | $ | [removed: (0.27)] [added: (0.61)] | | $ | [removed: (14.73)] [added: (0.27)] | |
| Cash dividend per Class A common share | | | $ | [removed: 0.73] [added: 0.78] | | $ | [removed: 0.72] [added: 0.73] | | $ | 0.72 | |
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 52][added: 53]
| *(In millions)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |
| Net [removed: loss] [added: income (loss)] | | | $ | [removed: (578)] [added: 1,970] | | $ | [removed: (330)] [added: (578)] | | $ | [removed: (15,761)] [added: (330)] | |
| Net [removed: loss] [added: income (loss)] attributable to Baker Hughes Company | | | [removed: (601)] [added: 1,943] | | | [removed: (219)] [added: (601)] | | | [removed: (9,940)] [added: (219)] | | |
| Investment securities | | | [added: 1,040 | | |] — | | | [added: 2 | | | 1,042 | | | 748 | | |] — | | | [removed: (2)] [added: —] | | | [added: 748 | | |]
| Foreign currency translation adjustments | | | [removed: (269)] [added: 153] | | | [removed: (305)] [added: (269)] | | | [removed: 175] [added: (305)] | | |
| Cash flow hedges | | | [removed: 2] [added: 3] | | | [removed: (16)] [added: 2] | | | [removed: (5)] [added: (16)] | | |
February 5, 2024
February 5, 2024
February 5, 2024
| Diluted income (loss) per Class A common share | | | $ | 1.91 | | $ | (0.61) | | $ | (0.27) | |
| Net income | | | | | | | | | | | | 1,943 | | | | | | 27 | | | 1,970 | | |
| Repurchase and cancellation of Class A common stock | | | | | | (538) | | | | | | | | | | | | | | | (538) | | |
| Balance at December 31, 2023 | | | — | | | $ | 26,983 | | | | | $ | (8,819) | | $ | (2,796) | | $ | 151 | | $ | 15,519 | |
| *(In millions)* | | | 2023 | | | 2022 | | | 2021 | | |
| Net income (loss) | | | $ | 1,970 | | $ | (578) | | $ | (330) | |
| (Benefit) provision for deferred income taxes | | | (59) | | | 105 | | | 133 | | |
| Proceeds from sale of equity securities | | | 372 | | | 26 | | | 147 | | |
| Repayment of long-term debt | | | (651) | | | — | | | (1,313) | | |
The impact of remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of the Company or its subsidiaries is included in the consolidated statements of income (loss).
assessing the progress toward completion.
consolidated statements of income (loss).
At December 31, 2023 and 2022, the aggregate carrying amount of our equity method investments was $979 million and $919 million, respectively.
Effective December 30, 2023, the Company and various subsidiaries completed a reorganization that resulted in BHH LLC no longer being treated as a partnership for U.S. tax purposes.
However, as of December 31, 2023, BHH LLC will be included and taxed as part of the Company's consolidated U.S. tax return.
Supply Chain Finance Programs
On January 1, 2023, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. ASU 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency of supplier finance programs and requires certain disclosures for a buyer in a supplier finance program.
Under the supply chain finance ("SCF") programs, administered by a third party, our suppliers are given the opportunity to sell receivables from us to participating financial institutions at their sole discretion at a rate that leverages our credit rating and thus might be more beneficial to our suppliers.
Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable
to a financial institution.
The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program.
As of December 31, 2023 and 2022, $332 million and $275 million of SCF program liabilities are recorded in "Accounts payable" in the consolidated statements of financial position, respectively, and reflected in net cash flows from operating activities in the consolidated statements of cash flows when settled.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures.
The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.
ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.
Early adoption is permitted.
The Company is currently evaluating the impact of this standard on our disclosures.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements.
ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.
Early adoption is permitted.
The Company is currently evaluating the impact of this standard on our disclosures.
| | | | 2023 | | | 2022 | | |
| | | | 2023 | | | 2022 | | |
For the year ended December 31, 2023, we recorded inventory impairments of $35 million primarily in our Oilfield Services & Equipment segment ("OFSE").
impairments of $31 million, primarily in our Industrial & Energy Technology ("IET") segment.
| Balance at December 31, 2021, gross | | | $ | 19,825 | | $ | 4,661 | | $ | 24,486 | |
| Acquisitions | | | 95 | | | 43 | | | 138 | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
February 14, 2023
| Goodwill impairment | | | — | | | — | | | 14,773 | | |
| Separation related | | | 23 | | | 60 | | | 134 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2019 | | | — | | | $ | 23,565 | | | | | $ | — | | $ | (1,636) | | $ | 12,570 | | $ | 34,499 | |
| Net loss | | | | | | | | | | | | (9,940) | | | | | | (5,821) | | | (15,761) | | |
| Distributions to GE | | | | | | | | | | | | | | | | | | (256) | | | (256) | | |
| Effect of exchange of Class B common stock and associated BHH LLC Units for Class A common stock | | | | | | 1,317 | | | | | | | | | (185) | | | (1,132) | | | — | | |
| Intangible assets impairment | | | 18 | | | — | | | 729 | | |
| Net repayments of short-term debt | | | (28) | | | (41) | | | (204) | | |
Notes to Consolidated Financial Statements
We are a holding company and have no material assets other than our wholly owned operating company, Baker Hughes Holdings LLC ("BHH LLC").
As of December 31, 2022, General Electric Company ("GE") no longer had an economic interest in BHH LLC.
As of December 31, 2021, GE's economic interest in BHH LLC was 11.4%.
See "Note 13.
Equity" for further information.
BHH LLC is a Securities and Exchange Commission ("SEC") registrant with separate filing requirements with the SEC and its separate financial information can be obtained from www.sec.gov.
Gains and losses from foreign currency transactions, such as those resulting from the settlement of receivables or payables in the non-functional currency and those resulting from remeasurements of monetary items of non-U.S. operations where the functional currency is the U.S. dollar, are included in the consolidated statements of income (loss).
Separation Related
Separation related costs relate to activities performed to facilitate the separation from GE including costs for the build-out of certain information technology infrastructures as a result of the separation.
Separation activities were substantially completed by the end of 2022.
As of December 31, 2022 and 2021, we had $605 million and $601 million, respectively, of cash held in bank accounts that cannot be readily released, transferred or otherwise converted into a currency that is regularly transacted internationally, due to lack of market liquidity, capital controls or similar monetary or exchange limitations limiting the flow of capital out of the jurisdiction.
These funds are available to fund operations and growth in these jurisdictions and we do not currently anticipate a need to transfer these funds to the U.S.
slow moving and obsolete inventory.
See "Note 5.
Goodwill and Other Intangible Assets" for further information on valuation methodology and impairment of goodwill.
We assess whether the
We have a program that utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures.
Under this program, our strategy is to have gains or losses on the foreign currency forward contracts mitigate the foreign currency transaction and translation gains or losses to the extent practical.
These foreign currency exposures typically arise from changes in the value of assets (for example, current receivables) and liabilities (for example, current payables) which are denominated in currencies other than the functional currency of the respective entity.
Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information.
These investments are included in Level 2.
We provide U.S. deferred taxes on our outside basis difference in our investment in BHH LLC.
In determining this outside basis difference, we exclude non-deductible goodwill and the basis difference related to certain foreign
corporations owned by BHH LLC where the undistributed earnings of the foreign corporation have been, or will be, reinvested indefinitely.
Indefinite reinvestment is determined by management’s judgment and intentions concerning the future operations of the Company.
An excerpt. Shown here: 40 of 605 rewritten, 40 of 198 added and 40 of 270 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
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: 2022,] [added: 2023,] 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: 2022] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 13 added, 1 removed, 0 unchanged
*Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements*
During the three months ended December 31, 2023, certain of our officers or directors listed below adopted or terminated trading arrangements for the sale of shares of our Class A common stock in amounts and prices determined in accordance with a formula set forth in each such plan:
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | Plans | | | | | | | | | | | |
| Name and Title | | | Action | | | Date | | | Rule 10b5-1 (1) | | | Non-Rule 10b5-1 (2) | | | Number of Shares to be Sold | | | Expiration | | |
| James E. Apostolides, Senior Vice President, Enterprise Operational Excellence | | | Adoption | | | November 22, 2023 | | | X | | | | | | 15,000 | | | Earlier of when all shares under plan are sold and April 8, 2024 | | |
| | | | | | | | | | | | | | | | | | | | | |
(1)Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
(2)Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
*Sixth Amended and Restated Bylaws*
On February 1, 2024, the Board of Directors adopted the sixth amended and restated bylaws of the Company (the “Sixth Amended and Restated Bylaws”), effective February 1, 2024, to remove references to GE and otherwise make conforming changes to reflect GE’s exit from its investment in the Company.
The foregoing description of the amendments made in the Sixth Amended and Restated Bylaws does not purport to be complete and is qualified by reference to the Sixth Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated herein by reference.
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 2 unchanged
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 96][added: 93]
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: 2023] [added: 2024] 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: 2022] [added: 2023] ("Proxy Statement"), which sections are incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
5 rewritten, 5 added, 2 removed, 11 unchanged
[removed: 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] [added: 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.
The information in the following table is presented as of December 31, [removed: 2022] [added: 2023] 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: 2.9] [added: 2.2] | | | | | | | | | | | | [removed: 33.02] [added: 33.92] | | | | | | | | | | | | [removed: 27.8] [added: 25.1] | | | | | |
| Employee [removed: Stock Purchase Plan] [added: stock purchase plan] | | | | | | [removed: 0.5] [added: —] | | | | | | | | | | | | [removed: 25.10] [added: —] | | | | | | | | | | | | [removed: 10.5] [added: 8.7(1)] | | | | | |
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 97][added: 94]
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.
| Shareholder-approved plans | | | | | | 2.2 | | | | | | | | | | | | $ | 33.92 | | | | | | | | | | | 25.1 | | | | | |
| Total | | | | | | 2.2 | | | | | | | | | | | | $ | 33.92 | | | | | | | | | | | 33.8 | | | | | |
(1)Employee stock purchase plan shares of 0.5 million will be issued in the first quarter of 2024 that relate to the three months ended December 31, 2023 purchase period.
The remaining 8.2 million shares are available for future issuance.
| Shareholder-approved plans | | | | | | 2.9 | | | | | | | | | | | | $ | 33.02 | | | | | | | | | | | 27.8 | | | | | |
| Total | | | | | | 3.4 | | | | | | | | | | | | $ | 31.90 | | | | | | | | | | | 38.3 | | | | | |
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 3 unchanged
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 98][added: 95]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
68 rewritten, 6 added, 3 removed, 25 unchanged
| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/808362/000095010323001269/dp187705_ex0301.htm)] [added: [3.2*](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit32a.htm)] | | | [removed: [Fifth] [added: [Sixth] Amended and Restated Bylaws of Baker Hughes Company [removed: 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)] [added: dated February 1, 2024.](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit32a.htm)] | | |
| [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 [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/808362/000119312520131042/d925583dex41.htm)] | | |
| [4.6](http://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm) | | | [Sixth Supplemental Indenture, dated December 9, 2021 to the Indenture dated as of October 28, 2008, [removed: among] [added: am](https://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm)[ong] Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, Inc. and The Bank of New York Mellon Trust Company, N.A., [removed: as trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm)] [added: as](https://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm) [T](https://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm)[rustee.](https://www.sec.gov/Archives/edgar/data/808362/000119312521352669/d269561dex41.htm)] | | |
| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] [added: [4.8](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, [removed: as trustee.](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] [added: as](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt) [T](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)[rustee.](https://www.sec.gov/Archives/edgar/data/808362/000095012905001852/h21636exv4w4.txt)] | | |
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[8](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)] [added: [4.9](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, [removed: 1994, among] [added: 1994,](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) [by and](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) [among] Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, [removed: Inc.] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[, Baker Hughes Oilfield Operations, LLC] and [added: Baker Hughes International Branches, LLC](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[,](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) [as New Obligors,](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) [and] The Bank of New York Mellon Trust Company, N.A., [removed: as trustee.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)] [added: as](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm) [T](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)[rustee.](https://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex44.htm)] | | |
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)[9](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)] [added: [4.11](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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/808362/000119312517220863/d343454dex42.htm)] | | |
| [removed: [4.10*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-kexhibit410.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-kexhibit410.htm)[3](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 1934.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/fy22form10-kexhibit410.htm) | | |
| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm)] | | | [Form of Stock Certificate for Class A Common Stock of Baker Hughes Company under the Laws of the State of Delaware.](http://www.sec.gov/Archives/edgar/data/1701605/000095010319013957/dp114144_ex0401.htm) | | |
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 99][added: 96]
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000058/a20190630exhibit1011.htm)] [added: [10.2](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) | | |
| [removed: [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)] [added: [10.3](https://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) | | |
| [removed: [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)] [added: [10.4](https://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) | | |
| [removed: [10.5*](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm)] | | | [TMA Master Settlement [removed: 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] [added: Agreement as of February] 13, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm) [among] [added: 2023 among] General Electric Company, Baker Hughes Company, EHHC Newco, LLC and Baker Hughes Holdings LLC to settle disputes under the Tax Matters [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm)] [added: Agreement.](http://www.sec.gov/Archives/edgar/data/1701605/000170160523000044/exhibit105tmamastersettl.htm)] | | |
| [removed: [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)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/808362/000119312523282291/d243202dex101.htm)] | | | [Credit Agreement, dated as [removed: of December 10, 2019,] [added: of](https://www.sec.gov/Archives/edgar/data/808362/000119312523282291/d243202dex101.htm) [November 21, 2023](https://www.sec.gov/Archives/edgar/data/808362/000119312523282291/d243202dex101.htm)[,] among Baker Hughes Holdings [removed: LLC,] [added: LLC,](https://www.sec.gov/Archives/edgar/data/808362/000119312523282291/d243202dex101.htm) [as] the [added: borrower, Baker Hughes Company, as the parent guarantor,](https://www.sec.gov/Archives/edgar/data/808362/000119312523282291/d243202dex101.htm) [the] lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/808362/000095010319017123/dp117431_ex1001.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/808362/000119312523282291/d243202dex101.htm)] | | |
| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm)[7](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 Plan.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit102.htm) | | |
| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000080836214000028/form8-kapril242014exhibit101.htm)[8](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 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)[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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000119312512078521/d287548dex1070.htm)[9](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)[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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000119312514024032/d667203dex106.htm)[0](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)[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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/808362/000080836214000041/a20140630exhibit106.htm)[1](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)[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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)[2](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)[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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1016.htm)] | | | [Baker Hughes Company 2021 Long-Term Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0401.htm) | | |
| [removed: [10.15+](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)[4](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] | | | [Baker Hughes [removed: Company](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm) [Executive] [added: Company Executive] Officer Short Term Incentive Compensation [removed: 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] [added: Plan as Amended] and [removed: 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)] [added: Restated.](http://www.sec.gov/Archives/edgar/data/1701605/000170160522000030/ex104bhc_executiveofficers.htm)] | | |
| [removed: [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)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm)[5](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 Deferral Plan as Amended and Restated.](https://www.sec.gov/Archives/edgar/data/1701605/000170160522000050/fy21form10-kexhibit1049.htm) | | |
| [removed: [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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm)[6](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 Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1056.htm) | | |
| [removed: [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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1025.htm)[7](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.](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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1058.htm)[8](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.](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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm)[19](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 Plan.](http://www.sec.gov/Archives/edgar/data/808362/000170160520000090/bhcicseveranceplanconfor.htm) | | |
| [removed: [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)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)[0](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)] | | | [Baker Hughes Company Employee Stock Purchase [removed: 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] [added: Plan as Amended] and [removed: 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)] [added: Restated.](http://www.sec.gov/Archives/edgar/data/1701605/000095010321007221/dp150989_ex0402.htm)] | | |
| [removed: [10.22+](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)[1](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1061.htm)[+](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)[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)] [added: [10.2](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)[+](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 Plan.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1062.htm) | | |
| [removed: [10.24+](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)[3](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)[+](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](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)[.](https://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1063.htm)] [added: 2020.](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)[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)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[4](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm)] | | | [Baker Hughes Company Form of Indemnification Agreement dated July 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1015.htm) | | |
| [removed: [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)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000039/a20200331exhibit101.htm)[5](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.](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)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm)[6](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 Stock Option Award Agreement dated July 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1017.htm) | | |
| [removed: [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)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1018.htm)[7](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 Senior Executive Stock Option Award Agreement dated July 2017.](http://www.sec.gov/Archives/edgar/data/1701605/000119312517220852/d343521dex1018.htm) | | |
| [removed: [10.29+](https://www.sec.gov/Archives/edgar/data/1701605/000170160518000029/fy17form10-kexhibit1021.htm)] [added: [10.28+](http://www.sec.gov/Archives/edgar/data/1701605/000170160518000029/fy17form10-kexhibit1021.htm)] | | | [Baker Hughes Company Form of Stock Option Award Agreement dated January 2018.](http://www.sec.gov/Archives/edgar/data/1701605/000170160518000029/fy17form10-kexhibit1021.htm) | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)[3](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)[0](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)[29](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)[+](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm)] | | | [Offer Letter between Baker Hughes Company and Lorenzo Simonelli, dated as of August 1, 2017.](http://www.sec.gov/Archives/edgar/data/808362/000095010317007635/dp79242_ex1002.htm) | | |
| [removed: [10.31+](https://www.sec.gov/Archives/edgar/data/808362/000095010318006996/dp91839_ex1002.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/808362/000095010318006996/dp91839_ex1002.htm)[0](https://www.sec.gov/Archives/edgar/data/808362/000095010318006996/dp91839_ex1002.htm)[+](https://www.sec.gov/Archives/edgar/data/808362/000095010318006996/dp91839_ex1002.htm)] | | | [Restricted Stock Unit Award Agreement between Baker Hughes Company and Lorenzo Simonelli dated as of June 1, 2018](http://www.sec.gov/Archives/edgar/data/808362/000095010318006996/dp91839_ex1002.htm). | | |
| [removed: [10.32+](https://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1054.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1054.htm)[1](https://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1054.htm)[+](https://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1054.htm)] | | | [Baker Hughes Company Form of Stock Option Award Agreement dated January 2019.](http://www.sec.gov/Archives/edgar/data/1701605/000170160519000021/fy18form10-kexhibit1054.htm) | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)[3](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)[2](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)[+](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm)] | | | [Baker Hughes Company Form of Restricted Stock Unit Award Agreement (three year ratable vest) dated January 2020.](http://www.sec.gov/Archives/edgar/data/1701605/000170160520000019/fy19form10-kexhibit1080.htm) | | |
| [4.7](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex41.htm) | | | [S](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex41.htm)[eventh Supplemental Indenture dated December 31, 2023, to the Indenture dated as of October 28, 2008, among Baker Hughes](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex41.htm) [Holdings LLC and Baker Hughes Co-Obligor, Inc., as Existing Obligors](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex41.htm) [Baker Hughes Company, as Parent Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee.](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex41.htm) | | |
| [4.1](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[0](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) | | | [Second Supplemental Indenture, dated December 31, 2023, to the Indenture dated as of May 15, 1994, by and among Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, Inc., Baker Hughes Oilfield Operations, LLC and Baker](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) [H](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[ughes International Branches, LLC](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) [as Existing Obligors, Baker Hughes](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) [](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[Company, as Parent Guarantor, and The](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) [B](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[ank of New York Mellon](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) [](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[Trust Company, N.A., as](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) [T](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm)[rustee.](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex42.htm) | | |
| [4.12](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex43.htm) | | | [Second Supplemental Indenture](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex43.htm)[, dated as of December 31, 2023, to the Indenture dated as of May 15, 1991, among Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc., as Existing Obligors, Baker Hughes Company, as Parent Guarantor, and the Bank of New York Mellon Trust Company, N.A., as](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex43.htm) [T](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex43.htm)[rustee.](https://www.sec.gov/Archives/edgar/data/808362/000119312524003365/d10294dex43.htm) | | |
| [10.49](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit1049.htm)[+](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit1049.htm)[*](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit1049.htm) | | | [Baker Hughes Company Form of Executive Officer Performance Share Unit Award Agreement dated February 2024.](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit1049.htm) | | |
| [1](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit19.htm)[9](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit19.htm)[*](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit19.htm) | | | [I](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit19.htm)[nsider Trading Policy](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit19.htm)[.](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit19.htm) | | |
| [9](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm)[7*](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm) | | | [Recoupment of](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm) [C](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm)[ompensation](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm) [Policy](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm)[.](https://www.sec.gov/Archives/edgar/data/1701605/000170160524000033/fy23form10-kexhibit97.htm) | | |
| [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, 2020.](https://www.sec.gov/Archives/edgar/data/808362/000095010320007553/dp125867_ex0302.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) | | |
An excerpt. Shown here: 40 of 68 rewritten, all 6 added and all 3 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY
8 rewritten, 2 added, 0 removed, 46 unchanged
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 101][added: 98]
| Date: | | | February [removed: 14, 2023] [added: 5, 2024] | | | | | | /s/ LORENZO SIMONELLI | | |
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lorenzo Simonelli, Nancy Buese and [removed: Regina Jones,] [added: Georgia Magno,] 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: 14th] [added: 5th] day of February [removed: 2023.][added: 2024.]
| /S/ [removed: KURT CAMILLERI] [added: REBECCA CHARLTON] | | | | | | Senior Vice President, Controller and Chief Accounting Officer | | |
| [removed: (Kurt Camilleri)] [added: (Rebecca Charlton)] | | | | | | (principal accounting officer) | | |
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 102][added: 99]
Baker Hughes Company [removed: 2022] [added: 2023] Form 10-K | [removed: 103][added: 100]
| /s/ ABDULAZIZ M. AL GUDAIMI | | | | | | Director | | |
| (Abdulaziz M. Al Gudaimi) | | | | | | | | |