Exhibit 99.1
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): April 5, 2018
|
BAKER HUGHES, A GE COMPANY |
BAKER HUGHES, A GE COMPANY, LLC |
| (Exact name of registrant as specified in its charter) | ||||
| Delaware | 1-38143 | 81-4403168 | Delaware | 1-09397 | 76-0207995 | |
| (State of Incorporation) | (Commission File No.) |
(I.R.S. Employer Identification No.) |
(State of Incorporation) | (Commission File No.) |
(I.R.S. Employer Identification No.) |
| 17021 Aldine Westfield Road | ||||
| Houston, Texas 77073 |
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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
Baker Hughes, a GE company (the “Company” or “BHGE”), is hereby releasing certain supplemental financial information 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.
On January 1, 2018, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, and FASB ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standards are applied to each of our prior reporting periods that will be presented in any subsequent financial statements to be filed with the Securities and Exchange Commission (SEC) in Form 10-Q and Form 10-K. In this supplemental disclosure, the Company presents certain key financial information for each of the four quarters of 2017 and the full year 2017 and 2016 on a combined business basis under the new standards. Combined business results combine the results of GE Oil & Gas with Baker Hughes Incorporated as if the closing date of the combination had occurred on the first day of all periods presented. The adoption of ASU No. 2017-07 had an immaterial impact to operating income and adjusted operating income and no impact to orders or revenues. The cumulative effect of applying ASU No. 2014-09 is recognized in equity at January 1, 2016. ASU No. 2014-09 has no cash impact and, as such, does not affect the economics of our underlying customer contracts.
The presentation (and any oral statements made regarding the subjects of the presentation) may 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,” “foresee,” “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 are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2017 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: www.investors.bhge.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement.
In addition to financial results determined in accordance with generally accepted accounting principles (“GAAP”) that are included in the presentation, certain information included therein could be considered non-GAAP financial measures (as defined under the SEC’s Regulation G). Any non-GAAP financial measures should be considered in addition to, and not as an alternative for, or superior to, operating income (loss), cash flows or other measures of financial performance prepared in accordance with GAAP as more fully discussed in the Company’s financial statements, including the notes thereto, and filings with the SEC.
Certain columns and rows may not add due to the use of rounded numbers in this supplemental disclosure.
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* Supplemental Presentation of Baker Hughes, a GE company, dated April 5, 2018.
* Furnished herewith
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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, A GE COMPANY | |||||
| Dated: April 5, 2018 | By: | /s/ Lee Whitley | |||
|
Lee Whitley Corporate Secretary |
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|
BAKER HUGHES, A GE COMPANY, LLC | ||||
| Dated: April 5, 2018 | By: | /s/ Lee Whitley | |||
|
Lee Whitley
Corporate Secretary
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EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 99.1 | Supplemental Presentation of Baker Hughes, a GE company, dated April 5, 2018. |
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Exhibit 99.1