Form 8-K January 10, 2014

0000808362-14-000002.txt : 20140110 0000808362-14-000002.hdr.sgml : 20140110 20140110081102 ACCESSION NUMBER: 0000808362-14-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140110 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140110 DATE AS OF CHANGE: 20140110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER HUGHES INC CENTRAL INDEX KEY: 0000808362 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760207995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09397 FILM NUMBER: 14520230 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PARKWAY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77019-2118 BUSINESS PHONE: 7134398600 MAIL ADDRESS: STREET 1: PO BOX 4740 CITY: HOUSTON STATE: TX ZIP: 77210-4740 8-K 1 form8-kjanuary102014.htm 8-K Form 8-K January 10, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2014

Baker Hughes Incorporated

(Exact name of registrant as specified in charter)




Delaware	1-9397	76-0207995
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

2929 Allen Parkway, Houston, Texas		77019
(Address of Principal Executive Offices)		(Zip Code)

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

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On January 10, 2014, the Company issued a news release, a copy of which is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. In accordance with General Instructions B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits. (Information furnished in this Item 9.01 is furnished pursuant to Item 9.01.)

(d) Exhibits.

99.1* News Release of Baker Hughes Incorporated dated January 10, 2014.

* Filed herewith.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	BAKER HUGHES INCORPORATED

Dated: January 10, 2014	By:	/s/ Lee Whitley
		Lee Whitley Corporate Secretary

EXHIBIT INDEX




Exhibit No.		Description
Exhibit 99.1		News Release of Baker Hughes Incorporated dated January 10, 2014.

EX-99.1 2 exhibit991-01.htm EXHIBIT 99.1 Exhibit 99.1 - 01

Exhibit 99.1

Baker Hughes Provides Operational Update for the Fourth Quarter of 2013, Repurchases $350 million in the Company’s Common Stock

HOUSTON, TEXAS (January 10, 2014) -- Baker Hughes Incorporated (NYSE: BHI) provides the following update for the fourth quarter of 2013:

Following the disruption to its business in Iraq during the fourth quarter, Baker Hughes resumed operations by the end of December. Due to the lost revenue related to this event, expenses associated with personnel movements and security measures, and other nonrecurring items, the pretax and after-tax profit impact from the disruption in Iraq during the fourth quarter is approximately $80 million, or $0.18 per share.

In the U.S. and the North Sea, activity declined primarily due to weather delays late in the quarter. As a result, North America and Europe/Africa/Russia Caspian operating profit margins declined sequentially.

As a result of the operational items highlighted above, adjusted earnings per share (a non-GAAP financial measure) are estimated to be between $0.60 and $0.62 per share for the quarter. The estimated adjusted earnings per share exclude $29 million in after-tax severance costs, or $0.06 per share, incurred during the quarter. If not for the Iraq disruption, the estimated adjusted earnings would be between $0.78 and $0.80 per share.

During the fourth quarter Baker Hughes repurchased approximately 6.3 million shares of common stock, totaling $350 million.

Baker Hughes will discuss the final results of the fourth quarter of 2013 and the outlook for 2014 during its previously announced fourth quarter earnings conference call, which is scheduled to begin at 8:00 a.m. EST on Tuesday, January 21, 2014.

Baker Hughes is a leading supplier of oilfield services, products, technology and systems to the worldwide oil and natural gas industry. The company's 60,000-plus employees today work in more than 80 countries helping customers find, evaluate, drill, produce, transport and process hydrocarbon resources. For more information on Baker Hughes’ century-long history, visit: www.bakerhughes.com.

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CONTACTS:



Media Relations:	Christine Mathers, +1.713.439.8738, christine.mathers@bakerhughes.com
Investor Relations:	Trey Clark, +1.713.439.8039, trey.clark@bakerhughes.com
	Eric Holcomb, +1.713.439.8822, eric.s.holcomb@bakerhughes.com

This news release (and oral statements made regarding the subjects of this release, including on the conference call referenced herein) contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements also are affected by the risk factors described in the company’s Annual Report on Form 10-K for the year ended December 31, 2012, and those set forth from time-to-time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the company’s website at: http://www.bakerhughes.com/investor or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at: http://www.sec.gov. We have yet to complete our review and compilation of our financial information for the fourth quarter of 2013, and accordingly, expected results are subject to change. We undertake no obligation to publicly update or revise any forward-looking statement.