8-KRegulation FDExhibits & Filings

Baker Hughes Co 8-K Report, Regulation FD Disclosure (Apr 5, 2018)

Filed April 5, 2018For Securities:BKR

Summary

Baker Hughes Co (BKR) filed an 8-K on April 5, 2018, to disclose supplemental financial information for the periods ending in 2017 and 2016. This information is presented on a "combined business basis," reflecting the results of GE Oil & Gas and Baker Hughes Incorporated as if their combination had occurred on January 1, 2016. The company also announced the adoption of new accounting standards, specifically FASB ASU No. 2014-09 (Revenue from Contracts with Customers) and ASU No. 2017-07 (Pension Costs), effective January 1, 2018. While ASU No. 2017-07 had an immaterial impact, ASU No. 2014-09's cumulative effect was recognized in equity. Investors should note that this supplemental information is furnished and not deemed "filed" under Section 18 of the Exchange Act, and non-GAAP measures may be included. The core purpose of this filing is to provide investors with a retrospective view of the combined entity's financial performance under the new accounting standards, facilitating a more consistent comparison for future periods. The company emphasizes that the adoption of these standards, particularly ASU No. 2014-09, has no cash impact and does not alter the economic substance of customer contracts. Forward-looking statements are included, with cautionary notes regarding risks and uncertainties.

Key Highlights

  • 1Baker Hughes (BHGE) released supplemental financial information for 2017 and 2016 on a combined business basis.
  • 2The "combined business basis" reflects GE Oil & Gas and Baker Hughes Incorporated results as if the combination occurred from January 1, 2016.
  • 3The company adopted new accounting standards: FASB ASU No. 2014-09 (Revenue from Contracts with Customers) and ASU No. 2017-07 (Pension Costs) effective January 1, 2018.
  • 4Adoption of ASU No. 2017-07 had an immaterial impact on operating income and adjusted operating income.
  • 5The cumulative effect of adopting ASU No. 2014-09 was recognized in equity and has no cash impact or effect on underlying customer contracts.
  • 6Supplemental information is furnished under Regulation FD and is not considered "filed" for Section 18 purposes.
  • 7The presentation may include non-GAAP financial measures, which should be considered alongside GAAP measures.

Frequently Asked Questions

The primary purpose is to provide investors with supplemental financial information for the 2017 and 2016 periods on a 'combined business basis.' This allows for a more consistent view of the company's performance after the combination of GE Oil & Gas and Baker Hughes, especially in light of the adoption of new accounting standards.

Baker Hughes adopted FASB ASU No. 2014-09 (Revenue from Contracts with Customers) and ASU No. 2017-07 (Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost) on January 1, 2018. ASU No. 2017-07 had an immaterial impact, while ASU No. 2014-09's cumulative effect was recognized in equity, with no cash impact on contracts.

No, the supplemental financial information furnished with this 8-K (Exhibit 99.1) is released under Regulation FD and is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it automatically incorporated by reference into other SEC filings unless expressly stated.

The 'combined business basis' means the financial results presented combine those of GE Oil & Gas with Baker Hughes Incorporated as if the merger or combination had been completed on January 1, 2016, for all periods presented. This provides a historical pro forma view of the integrated entity.