BKR 10-K & 10-Q changes, risk factors and insider trading
Baker Hughes Co · Nasdaq · Oil & Gas Field Machinery & Equipment · CIK 1701605 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our proposed transaction with Chart creates business, regulatory, and reputational risks.”
New heading “We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses to acquire.”
New heading “Recent changes in U.S. administrative policy, including increases in tariffs and any changes in international trade relations or trade agreements, may have an adverse effect on our business.”
New heading “We may use AI, machine learning, data science and similar technologies in our business, products and services, and challenges with properly managing such technologies could result in reputational harm, competitive harm or legal liability, and adversely affect our business, financial condition and results of operations.”
Removed heading “Our business has previously and may in the future again be adversely affected by a public health emergency or outbreak of a contagious disease or virus.”
Removed heading “Investor and public perception related to the Company's ESG performance as well as current and future ESG reporting requirements may affect our business and our operating results.”
Removed heading “Voluntary initiatives to reduce GHG emissions, as well as increased climate change awareness, may result in increased costs for the oil and gas industry to curb GHG emissions and could have an adverse impact on demand for oil and natural gas.”
Largest changes
Certain geopolitical conflicts, such as between Russia andsee in full comparisonUkraineUkraine, andbetweeninstability,Israelsuch as in the Middle East andHamas,the current political situation in Venezuela, 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 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.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.
“Recent changes in U.S. administrative policy, including increases in tariffs and any changes in international trade relations or trade agreements, may have an adverse effect on our business.”see in full comparison
“There is continued uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, government regulations, treaties and trade agreements. Recent changes in U.S. administrative policy have led to significant increases in tariffs on goods imported into the U.S., particularly tariffs on products manufactured in Europe, Mexico and China. …”see in full comparison
see in full comparisonIn the United States, the U.S. Environmental Protection Agency ("EPA") has taken steps to regulate GHG emissions as air pollutants under the U.S. Clean Air Act of 1970, as amended. The EPA's Greenhouse Gas Reporting Rule requires monitoring and reporting of GHG emissions from, among others, certain mobile and stationary GHG emission sources in the oil and natural gas industry. The EPA released a final rule expanding the scope of the reporting rule, effective January 1, 2025, which in turn may impact (and include) data from our equipment or operations to the extent it remains in effect under the new administration. In addition, the U.S. government has proposed rules in the past setting GHG emission standards for, or otherwise aimed at reducing GHG emissions from, the oil and natural gas and power industries.International developments focused on restricting or otherwise disincentivizing GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of the Paris Agreement and the Kyoto Protocol by the signatories; the Glasgow Climate Pact; the EUEmissionand UK Emissions TradingSystemSystems; the EU Methane Regulation; Article 8 of the EU Energy Efficiency Directive and theUnited Kingdom'sUK's Streamlined Energy and Carbon Reporting framework; and theEU'sEU and the UK's carbon border adjustmentmechanism.mechanisms. Caps or fees on carbonemissions, including in the U.S. (such as methane fees imposed onemissionsfrom certain oil and gas facilities under the Inflation Reduction Act),have been and may continue to be established and the cost of such caps or fees could disproportionately affect the fossil-fuel sectors.Newly enacted GHG emissions requirements have been subject to ongoing legal challenges in the U.S. which may delay the implementation or enforcement of such rules. Although a reduction in GHG reporting obligations in the U.S. may be possible at the federal level in the short-term with changing administrations, long-term regulatory trends suggest that federal regulation of GHG emissions is likely to increase over time.The implementation of these agreements and other existing or future regulatory mandates, may adversely affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our customers, all of which could have a material adverse effect on our results of operations.WhileRegulatorythedisclosureSupremerequirementsCourt's decision in Loper Bright Enterprises v. Raimondorelated tooverrulesustainabilityChevron U.S.A. Inc. v. Natural Resources Defense Council, Inc., which ended the concept of general deference to regulatory agency interpretations of laws, introduces new complexity for federal agenciesmatters andadministration of climate change policy and regulatory programs, many of these initiatives may continue. Consequently,future legislation and regulatory programs to address climate change or reduce emissions of GHGs may continue to increase our cost and burden of compliance or may subject us to potential legal and reputational risk, which could have an adverse effect on our business, financial condition and results of operations.
“Additionally, the laws and regulations concerning the use of AI continue to evolve. If the use or integration of AI systems, or the outputs generated by such systems, were determined to be non-compliant (e.g., in relation to AI statutory regimes, data privacy rights or in relation to the use of AI for certain activities or use cases), this may expose us to regulatory action or litigation. …”see in full comparison
“Voluntary initiatives to reduce GHG emissions, as well as increased climate change awareness, may result in increased costs for the oil and gas industry to curb GHG emissions and could have an adverse impact on demand for oil and natural gas.”see in full comparison
Full comparison: every changed paragraph (82)
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,CCUS, strengthening our digital architecture and addressing key energy market themes. Our ability to defend, maintain or increase prices for our products and services is in part dependent on the industry's capacity relative to customer demand, on our ability to differentiate the value delivered by our products and services from our competitors' products and services and to provide innovative and competitive products and services to meet our client's evolving needs with respect to new energy areas. Managing development of competitive technology and new product introductions on a forecasted schedule and at a forecasted cost can impact our financial results. If we are unable to continue to develop and produce competitive and innovative technology or deliver it to our clients in a timely and cost-competitive manner in Baker Hughes Company 2024 Form 10-K | 14 response to changes in the market, customer requirements, competitive pressures, or as a result of the energy transition to lower carbon emitting technology, or if competing technology accelerates the obsolescence of any of our products or services, any competitive advantage that we may hold, and in turn, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
The potential slowdown and shift in the energy transition risks posed by moving to a lower carbon economy could have an adverse effect on the demand for our clean energy technologies and services.
There is increasedongoing focus by governments and our customers, investors and other stakeholders on climate change, sustainability, and energy transition matters. TransitioningHowever, the pace and direction of the transition to a lower-carbonlower- Baker Hughes Company 2025 Form 10-K | 16 carbon economy willhas likelybecome requireincreasingly extensive policy, legal, technology,uncertain and marketvariable changes.across different regions and markets. Recent developments indicate a potential slowdown in energy transition efforts, with sustained or increased demand for traditional oil and gas in certain markets.
These shifts may result from various factors, including changes in government policies and priorities, economic pressures, energy security concerns, and evolving consumer and industrial demand patterns. Such changes could include the delay, modification or reversal of climate change-related regulations and initiatives; slower-than-anticipated adoption of renewable energy technologies; continued or increased reliance on oil and natural gas as primary energy sources; and reduced near-term demand from consumers and industry for lower-emission products and services.
Our future success depends on our ability to effectively adapt our business strategy to align with the actual pace and direction of energy transition as it evolves. We have invested in developing innovative technologies and solutions for clean energy applications, including geothermal, CCUS, hydrogen energy, and other integrated solutions. As the energy transition slows and demand shifts back toward traditional oil and gas applications, the market for our clean energy technologies and services may not develop as anticipated, which could adversely affect our revenue from these segments and the return on our investments in clean energy innovation. Additionally, if we have allocated resources away from traditional oil and gas applications in anticipation of a faster energy transition, we may not be positioned to capture opportunities in markets where demand for conventional energy services remains strong or increases.
Furthermore, the uncertainty and variability in energy transition timelines across different regions may make it difficult to optimize our portfolio and resource allocation decisions. Our ability to achieve our strategic objectives and financial targets depends on accurately anticipating market demand across both traditional and emerging energy solutions, and a mismatch between our strategic positioning and actual market conditions could materially impact our financial performance and access to capital.
These changes may result in the enactment of climate change-related regulations, judicial or administrative opinions, orders, 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.
Our future success may depend on our ability to effectively execute on our energy transition 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 geothermal, CCUS, hydrogen energy, and other integrated solutions. If the energy transition occurs faster than anticipated or faster than we can transition, or if we are unable to execute our energy transition strategy as planned, demand for our technologies and services or access to capital could be adversely affected. 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.
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. In addition, initiatives by investors and financial institutions to limit funding to companies in fossil fuel-related industries may adversely affect our liquidity or access to capital.
Our manufacturing operations are dependent on having sufficient raw materials, component parts and manufacturing capacity, including labor, available to meet our manufacturing plans on a timely basis, at a reasonable cost while minimizing inventories. Additional disruptions within our supply chain resulting from factors including, but not limited to, pandemic,sanctions, tariffs, conflict, inflation, risinghigh interest rates, severe weather and natural disasters, and shortages in labor supply, have had and may continue to have an impact on our business and reputation. 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. As a result of these or any other factors, our ability to execute our operations on a timely basis, including our ability to meet our manufacturing plans Baker Hughes Company 2024 Form 10-K | 15 and revenue goals, control costs, and avoid shortages or over-supply of raw materials and component parts, could be adversely affected.
The partial or complete loss of GE Vernova or GE Aerospace as suppliers, as well as contracts with our aeroderivative joint venture (the "Aero JV") with GE VernovaVernova, may adversely affect our business, financial condition, results of operations and cash flows.
Baker Hughes Company 2025 Form 10-K | 17
Our proposed transaction with Chart creates business, regulatory, and reputational risks.
On July 28, 2025, we entered into a merger agreement with Chart, which sets forth the terms of our proposed transaction. The proposed transaction with Chart entails important risks, including, among others: the expected timing and likelihood of completion of the proposed transaction; the timing, receipt and terms and conditions of any required governmental and regulatory clearance of the proposed transaction; the effect of any potential conditions imposed by regulators in connection with the approval of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the payment of a termination fee; the outcome of any legal proceedings that have been instituted and may in the future be instituted against the parties and others following announcement of the merger agreement and proposed transaction; the inability to consummate the proposed transaction due to the failure to satisfy other conditions to complete the proposed transaction; risks that the proposed transaction disrupts our current plans and operations; the ability to identify and recognize, including on the expected timeline, the anticipated benefits of the proposed transaction, including anticipated total shareholder return, revenue and Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") expectations and synergies; the amount of the costs, fees, expenses and charges related to the proposed transaction; our ability to successfully integrate Chart into our businesses and related operations, including our associates, and realize expected operations benefits, at the times and to the extent anticipated; the risk that results are different from those contained in forecasts when made; the risk that transaction and/or integration costs or dis-synergies are greater than expected, including as a result of conditions regulators put on any approvals of the proposed transaction; the potential effect of the announcement and/or consummation of the proposed transaction on relationships, including with associates, suppliers and competitors; our ability to maintain our current credit rating; the risk that management's attention is diverted from other matters; risks related to the potential effect of general economic, political and market factors, including changes in the financial markets; the risk of adverse effects on the market price of our or Chart's securities or on our or Chart's operating results for any reason; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and other risks described in our filings with the SEC.
We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses to acquire.
From time to time, we have acquired and may in the future acquire or invest in businesses or partnerships that we believe could complement our business or offer growth opportunities. We expect to make additional acquisitions and strategic investments in the future but may not find suitable targets, or we may not be able to consummate such transactions due to, among other things, financial constraints, unfavorable credit markets, commercially unacceptable terms, failure to obtain regulatory approvals, and competitive bid dynamics or other risks, which could harm our operating results. The pursuit and integration of such acquisitions or investments may divert management's attention and cause us to incur various expenses. Acquisitions and investments may not perform as expected, be integrated as successfully as we anticipate or cause us to assume unrecognized or underestimated liabilities. These activities are complex, costly and time-consuming and pose a number of risks. Any delays or issues encountered in these activities could have an adverse effect on our financial condition.
We may in the future divest certain product lines that no longer fit our long-term strategies. Divestitures may adversely impact our business, operating results and financial condition if we are unable to achieve the anticipated benefits or cost savings from such divestitures, or if we are unable to offset impacts from the loss of revenue associated with the divested product lines. Further, whether such divestitures are ultimately consummated or not, their pendency could have a number of negative effects on our current business, including disrupting our regular operations and increasing our costs. It could also disrupt existing business relationships, make it harder to develop new business relationships, or otherwise negatively impact the way that we operate our business.
Baker Hughes Company 2025 Form 10-K | 18
If we do not manage the foregoing risks, the transactions that we complete or are unable to complete may harm our brand and adversely affect our business, financial condition, and results of operations.
The implementation of ourany plan to restructure our corporate organization and operating segments may not achieve the results we anticipate, which could adversely affect our business.
From time to timetime, the Companywe will embark upon restructuring activities, whether in response to business operating cycles or for more significant programs of strategic significance (for exampleexample, the corporate realignment in 2022 which resulted in a focus on our two operating segments). Restructuring activities may be more costly than anticipated, and could lead to the diversion of management's attention from other business priorities. As a result of these or any other factors, we may not realize the anticipated benefits associated with the restructuring plan. There can be no assurance that the restructuring plan will materially increase our profitability. Even if the restructuring plan generates the benefits that we have anticipated, there may be other unforeseeable and unintended factors or consequences that occur as a result of the restructuring, which could adversely affect our business.
Baker Hughes Company 2024 Form 10-K | 16
Geopolitical and terrorism threats continue to grow in a number of key countries where we currently or may in the future do business. Geopolitical and terrorism threats, including armed conflict among countries, hashave had and could in the future leadled to, among other things, a loss of our investment in the country, adverse impact to our employees, and impairment of our or our customers' ability to conduct operations.
Certain geopolitical conflicts, such as between Russia and UkraineUkraine, and betweeninstability, Israelsuch as in the Middle East and Hamas,the current political situation in Venezuela, 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 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. 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.
Baker Hughes Company 2025 Form 10-K | 19
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.
The products that we manufacture and the services that we provide are complex, and the failure of our equipment to operate properly or to meet specifications may greatly increase our customers' costs. In addition, many of these products are used in inherently hazardous industries,environments such asacross the energy and industrial sectors, including onshore and offshore oilfieldoil business.and gas fields, LNG facilities, and other high-pressure or high-temperature applications. These hazards include blowouts, explosions, unplanned or uncontrolled releases, nuclear-related events, fires, collisions, capsizings, and severe weather conditions. We may incur substantial liabilities or losses as a result of these hazards. Our insurance and contractual indemnity protection may not be sufficient or effective to protect us under all circumstances or against all risks. The occurrence of a significant event, against which we were not fully insured or indemnified or the failure of a customer to meet its indemnification obligations to us, could materially and adversely affect our results of operations and financial condition.
Seasonal and weather conditions, including severe weather associated with climate change,conditions could adversely affect demand for our services and operations.
Variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand for our services and operations. Adverse weather conditions, such as hurricanes in the Gulf of Mexico or extreme winter conditions in Canada or the North Sea, may interrupt or curtail our operations, or our 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. Further, the physical risks of climate change can include extreme variability in weather patterns such as increased frequency and severity of significant weather events (e.g. flooding, Baker Hughes Company 2024 Form 10-K | 17 hurricanes and tropical storms), natural hazards (e.g., increased wildfire risk), rising mean temperature and sea levels, and long-term changes in precipitation patterns (e.g. drought, desertification, or poor water quality). Such effects have the potential to affect business continuity and operating results, particularly at facilities in coastal areas or areas prone to chronic water scarcity, and could disrupt our operations or those of our customers or suppliers, including through direct damage to physical assets and indirect impacts from supply chain disruption and market volatility. Repercussions of severe or unseasonable weather conditions, including as a result of climate change,conditions may include evacuation of personnel and curtailment of services, weather-related damage to offshore drilling rigs resulting in suspension of operations, weather-related damage to our facilities and project work sites, inability to deliver materials to job sites in accordance with contract schedules, decreases in demand for oil and natural gas during unseasonably warm winters, increased insurance premiums and deductibles or a decrease in the availability of coverage in areas subject to severe weather events, and loss of productivity. As a result of the above repercussions or any others, demand for our services and operations may be adversely affected.
Our business has previously and may in the future again be adversely affected by a public health emergency or outbreak of a contagious disease or virus.
In the past, the markets have experienced volatility in oil demand due to the economic impacts of public health 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 decline. The spread of a pandemic could result in instability in the markets and decreases in commodity prices resulting in adverse impacts on our financial condition, results of operations and cash flows.
In addition, the outbreak and spread of contagious diseases 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 emergencies adversely impact our business 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. There is considerable uncertainty regarding such containment or mitigation measures and potential future measures which may result in labor disruptions, employee attrition, and could negatively impact our ability to attract and retain qualified employees, all of which could have a material adverse effect on our financial condition, results of operations and cash flows.
We may choose to enter into integrated or turnkey contracts with our customers that require us to provide services and equipment outside of our core business. Providing services on an integrated or turnkey basis may also subject us to additional risks, such as costs associated with unexpected delays or difficulties in drilling operations, project management interface risk, and risks associated with subcontracting and consortium arrangements.arrangements, and risks associated with production solutions or guarantees. These integrated or turnkey contracts may be fixed price contracts that do not allow us to recover for cost over-runs unless they are directly caused by the customer.
Baker Hughes Company 2025 Form 10-K | 20
Our products are used in deepwater, and other harsh environments, and severe service applications. Our contracts with customers and customer requests for bids typically set forth detailed specifications or technical requirements for our products and services, which may also include extensive testing requirements. In addition, scrutiny of the offshore drilling industry 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. We cannot provide assurance that our products, including products supplied through joint ventures,ventures or by third parties, will be able to satisfy the specifications necessary in all scenarios or under all operating conditions, nor that we will be able to perform the full-scale testing required to prove that the product specifications are satisfied in future Baker Hughes Company 2024 Form 10-K | 18 contract bids or under existing contracts, or that the costs of modifications to our products to satisfy the specifications and testing will not adversely affect our results of operations.
Our financial condition, results of operations and cash flows could be materially adversely affected if our customers terminate some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, if payments due under our contracts are suspended for an extended period of time, or if a number of our contracts are renegotiated. Our RPO isare comprised of unfulfilled customer orders for products and product services (expected life of contract sales for product services). The actual amount and timing of revenues earned may be substantially different than the reported RPO. The total dollar amount of the Company's RPO as of December 31, 20242025 was $33.1$35.9 billion.
Having a concentration of customers in the energy industry may impact our overall exposure to credit risk as our customers may be similarly affected by prolonged changes in economic and industry conditions. Some of our customers may experience extreme financial distress as a result of falling commodity prices and may be forced to seek protection under applicable bankruptcy laws, which may affect our ability to recover any amounts due from such customers. 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 or gas prices, which could affect our ability to collect, timely or at all, from our customers in these countries, particularly national oil companies. Laws in some jurisdictions in which we will operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not expect to require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations. Additionally, in the event of a bankruptcy of any of our customers, we may be treated as an unsecured creditor and may collect substantially less, or none, of the amounts owed to us by such customer.
Baker Hughes Company 2025 Form 10-K | 21
Our customers' access to capital is dependent on their ability to access the funds necessary to develop economically attractive projects based upon their expectations of future energy prices, required investments, and/or resulting returns. Limited access to external sources of funding has caused and may continue to cause customers to reduce their capital spending plans to levels supported by internally generated cash flow. In addition, a reduction of cash flow resulting from declines in commodity prices, a reduction in borrowing bases under reserve-based credit facilities or the lack of available debt or equity financing may impact the ability of our customers to pay amounts owed to us and could cause us to increase our reserve for credit losses or resulting in us collecting substantially less, or none, of the amounts owed to us by such customer.
Baker Hughes Company 2024 Form 10-K | 19
We conduct business in more than 120 countries that can be impacted by expected and unexpected changes in the legal and business environments in which we operate. In particular, goods, services, data, finances, people, and technology that cross international borders subjectssubject us to extensive trade laws and regulations. Our import activities are governed by the unique customs laws and regulations in each of the countries where we operate. Pursuant to their laws and regulations, governments may impose economic sanctions against certain countries, persons and entities that may restrict or prohibit transactions involving such countries, persons and entities, which may limit or prevent our conduct of business in certain jurisdictions.
Compliance-related issues could limit our ability to do business in certain countries, impact our earnings and cash flows, bring reputational harm, or result in governmental investigations leading to fines, penalties or other remedial measures. Changes that could impact the legal environment include new legislation, new regulations, new policies, investigations, and legal proceedings andas well as new interpretations of existing legal rules and regulations,regulations: in particular, changes in export control laws or exchange control laws, currency conversion, repatriation of income or capital, additional restrictions on doing business in countries subject to sanctions, and changes in laws in countries where we operate. In addition, changes and uncertainty in the political environments in which our businesses operate, including changes in administration, can have a material effect on the laws, rules, and regulations that affect our operations and liquidity. Government disruptions may also delay or halt the granting and renewal of permits, licenses and other items required by us and our customers to conduct our business. 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. Given the highly dynamic nature of these restrictions and the unprecedented nature of these changes in recent 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.
Our ability to comply with the FCPA, the U.K. Bribery Act, and various other anti-bribery and anti-corruption laws depends on the success of our ongoing compliance program, including our ability to successfully select, diligence, oversee, and manage our agents, distributorsdistributors, joint venture partners, suppliers, and other third-party business partners, and supervise, train, and retain competent employees. WeThese laws in many cases impose liability not only for the actions of our employees, but also for the improper conduct of third parties acting on our behalf. As a result, any failure by us, or by any of our employees or business partners, to comply with applicable anti-bribery and anti- Baker Hughes Company 2025 Form 10-K | 22 corruption requirements could beexpose subjectus to sanctions and civil and criminal prosecution, fines and penalties, as well as legal expenses and reputational harm inthat thecould eventnegatively of a finding of a violation of any of these laws by us or any ofimpact our employees.relationships with customers, regulators, and other stakeholders.
Baker Hughes Company 2024 Form 10-K | 20
We are subject to changes in tax laws, rates, treaties, and regulations in the various jurisdictions where we operate, any of which, including in the interpretation thereof, could have a material adverse impact on our tax expense, results of operations and cash flows. Further, the examinations and subsequent tax assessments by various tax authorities could increase the Company'sour 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.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted, introducing broad changes to the U.S. tax code, including modifications to federal income tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others taking effect in later years. The aggregate impact of the OBBBA remains uncertain. We will continue to monitor future developments, including regulatory guidance and interpretations, which could have a material impact on our business, financial condition and results of operations.
In addition, we are subject to changes to the U.S. and foreign country tariffs, international trade agreements and policies. This includes proposed and enacted tariffs by the U.S. and foreign governments. Expansion of trade restrictions, changes to government policies related to tariffs or trade agreements could adversely affect our financial condition, results of operations and cash flows.
Recent changes in U.S. administrative policy, including increases in tariffs and any changes in international trade relations or trade agreements, may have an adverse effect on our business.
There is continued uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, government regulations, treaties and trade agreements. Recent changes in U.S. administrative policy have led to significant increases in tariffs on goods imported into the U.S., particularly tariffs on products manufactured in Europe, Mexico and China. These tariffs, and additional proposed tariffs or other restrictive changes, have resulted, and may further result, in retaliatory trade measures in response to such actions and ongoing uncertainty regarding existing trade agreements and greater restrictions on free trade generally, among other possible changes. Further governmental action related to tariffs or international trade agreements, a trade war, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products, and any resulting negative sentiments towards the U.S. as a result of such changes, would likely have an adverse effect on our business, financial condition or results of operations. To the extent that we incur incremental tariffs, we may need to recover such tariffs from our customers, and there is no guarantee such recoveries will occur.
The technical complexities of our operations expose us to a wide range of significant health, safety and environmental risks and we are from time to time subject to litigation in the U.S. and in foreign countries, for Baker Hughes Company 2025 Form 10-K | 23 example claims involving services or equipment such as personal injury or loss of life, product failure (including as a result of a cyber-attack) or damage to or destruction of property, employment and labor, customer privacy, or regulatory risks. While we have insurance coverage against operating hazards to the extent deemed prudent by our management and to the extent insurance is available, our insurance may not cover all expenses related to litigation claims arising from our business. Moreover, we may not be able to maintain insurance at levels of risk coverage or policy limits that we deem adequate. We may therefore incur significant expenses defending any such suit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely affect our financial condition, results of operations and cash flows.
The tools, techniques, methodologies, programs and components we use to provide our products and services may infringe upon, misappropriate or otherwise violate the intellectual property rights of others or be challenged on that basis. Regardless of the merits, any such claims may result in significant legal and other costs and may distract management from running our core business. If such claims were decided against us, then we could be required to pay damages or develop or adopt non-infringing products or services. Resolving such claims with settlement could also increase our costs, including through royalty payments to acquire licenses, if available, from third parties and through the development of replacement technologies. If a license to resolve a claim were not available, we might not be able to continue providing a particular service or product, which could adversely affect our financial condition, results of operations and cash flows. Such claims could harm our image, trademarks and brands, competitive position, or our ability to expand our operations into other jurisdictions. There could be attendant negative publicity, even if ultimately decided in our favor. In addition, third parties may assert that the intellectual property or our rights therein are invalid or unenforceable. If applicable intellectual property rights were invalidated or deemed unenforceable, then the third-party could permit competing uses of such intellectual property rights which, in turn, could lead to a decline in revenues and sales.
We and our business are subject to extensive domestic and international environmental, health and safety regulations. In addition to environmental, health and safety regulatory compliance obligations, we may face liability arising out of the normal course of business, including alleged personal injury, property damage, and human health risks due to exposure to hazardous substances or operations at our current or former facilities. Additionally, we may be impacted by material changes in environmental, health and safety regulations or subject to substantial liability for environmental impacts caused by our (or our predecessors') operations. Compliance with environmental laws and regulations and associated expenditures, including but not limited to our capital expenditures for environmental control equipment, are forecasted and may be inconsistent based on multiple variables. Our compliance cost forecasts may be substantially different from actual results, which may be affected by factors such as: changes in law that impose new or increased restrictions on air or other emissions, wastewater management, waste disposal, hydraulic fracturing, or wetland and land use practices; changes in standards of enforcement of existing environmental laws and regulations; a change in our share of any remediation costs or other unexpected, adverse Baker Hughes Company 2024 Form 10-K | 21 outcomes with respect to sites where we have been named as a potentially responsible party ("PRP"), or otherwise alleged to be responsible for environmental issues (including Superfund sites, the allocation of PRP liability at other sites, or discovery of additional issues at existing sites), where additional expenditures may be required to comply with environmental legal obligations; and the accidental, unauthorized discharge of hazardous materials.
Investor and public perception related to the Company's ESG performance as well as current and future ESG reporting requirements may affect our business and our operating results.
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.
Our voluntary disclosures of ESG data are evaluated and rated by various organizations that assess corporate ESG performance. 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. Unfavorable ESG ratings, or our inability to meet the ESG standards set by specific investors, may lead to negative investor sentiment and reputational damage, which could have an adverse impact, among other things, on our stock price and cost of capital.
Regulatory requirements related to ESG or sustainability reporting have been adopted and may continue to be introduced in various jurisdictions, including, but not limited to, the European Union, Australia, and the State of California. These regulations will require the reporting of sustainability data, including greenhouse gas emissions. We expect regulatory disclosure requirements related to sustainability matters to continue to expand globally, which has and may continue to increase our cost and burden of compliance and may subject us to potential legal and reputational risk.
To achieve our stated emission reduction goals, we have implemented internal decarbonization projects and may also need to rely on external factors, such as the greater deployment of carbon reduction and removal technologies and adoption of government policies that we expect would accelerate the adoption of energy transition technologies. There have been policy responses to support the energy transition in the U.S. with the passage of the Inflation Reduction Act. In addition, geopolitical instability has increased energy prices compared to the prior year and raised energy security concerns, which may result in many governments reassessing energy transition strategies, extending the timeline to ensure adequate and reasonably priced energy supplies. It is difficult to predict with certainty how these policy, economic, and energy security issues will impact the energy transition. Our failure or perceived failure to pursue or fulfill our reductions and elimination of carbon equivalent emissions commitments within the timelines we announce, or changes to these commitments or related timelines could have a negative impact on investor sentiment, ratings outcomes for evaluating our approach to ESG matters, our stock price and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.
Baker Hughes Company 2024 Form 10-K | 22
International, national, and state governments and agencies continue to evaluate and promulgate legislation and regulations that are focused on reducing GHG emissions.emissions and climate related risk. 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.results.
Management's Discussion & Analysis (MD&A)
New heading “Fiscal Year 2025 to Fiscal Year 2024”
New heading “Segment Revenues and Segment EBITDA”
Removed heading “Fiscal Year 2023 to Fiscal Year 2022”
Removed heading “Segment Revenues and Segment Operating Income”
Removed heading “Allowance for Credit Losses”
Largest changes
“In 2023, restructuring, impairment, and other charges were $323 million reflecting costs to align the business with the Company's market outlook. In 2022, restructuring, impairment, and other charges were $705 million primarily associated with the discontinuation of our Russia operations, and costs to facilitate the reorganization into two segments.”see in full comparison
“•Comprehensive internal policies over such areas as anti-bribery; travel, entertainment, gifts and charitable donations to government officials and other parties; payments to commercial sales representatives; and, the use of non-U.S. police or military organizations for security purposes. In addition, there are policies and procedures to address customs requirements, visa processing risks, export and re-export controls, economic sanctions, anti-money laundering and anti-boycott laws.”see in full comparison
Our results of operations are evaluated by our chief operating decision maker, who is the Company's Chief Executivesee in full comparisonOfficerOfficer, on a consolidated basis as well as at the segment level. The performance ofoureachoperating segmentssegment isprimarilyevaluated based on segmentoperating income (loss),EBITDA, which is defined as income (loss) before income taxes and before the following: net interest expense,netcostsotherassociatednon-operatingwithincomesignificant(loss),restructuring programs, depreciation and amortization, and unallocated corporateexpenses, significant restructuring plans, impairmentcosts and othercharges,incomeinventory impairments, and certain gains and losses not allocated to the operating segments.(expense).
Customer receivables: In line with industry practice, we may bill our customers for services provided in arrears dependent upon contractual terms. In a challenging economic environment, we may experience delays in the payment of our invoices due to customers' lower cash flow from operations or their more limited access to credit markets. While historically there have not been material non-payment events, we attempt to mitigate this risksee in full comparisonthroughby working with our customers to restructure theirdebts.debts or utilizing available trade receivable facilities that enable us to manage collection risk. With regard to our primary customer in Mexico, there have not historically been any material losses due touncollectibleuncollectable accounts receivable, nor are any such balances currently in dispute. During 2025 and 2024, the Companyissuedhadcredit default swaps ("CDS")in the total of$553$775 milliontoand $553 million, respectively, with third-party financial institutions. The CDS relate to borrowings provided by these financial institutions to our primary customer in Mexico Baker Hughes Company 2025 Form 10-K | 45 who utilized these borrowings to pay certain of the Company's outstanding receivables. The total notional amount remaining on the issued CDS was $287 million and $412 million as of December 31, 2025 and 2024, respectively, which will reduce each month through September 2026 as the customer repays the borrowings.TheAs of December 31, 2025, the fair value of these derivative liabilities is not material.
see in full comparisonRestructuring, impairment, and otherRestructuring charges were$301$260 million in 2024, primarily related to streamlining of the OFSE operating model. In 2023,restructuring, impairment, and otherrestructuring charges were$323$313 million reflecting costs to align the business with the Company's market outlook.
“OFSE revenue of $15,361 million increased $2,131 million, or 16%, in 2023 compared to 2022, as a result of increased activity as evidenced by an increase in the global rig count. From a geographical perspective, international revenue was $11,245 million, an increase of $1,779 million from 2022, primarily driven by the Middle East/Asia and Latin America regions, partially offset by lower volume due to the discontinuation of our Russia operations that occurred in 2022. North America revenue was $4,116 million in 2023, an increase of $352 million from 2022.”see in full comparison
Full comparison: every changed paragraph (151)
We are an energy technology company with a broad and diversified portfolio of technologies and services that span the energy and industrial value chain. We operate through our two business segments: OFSE and IET. We sell products and services primarily in the global oil and gas and broader energy and industrial markets.
During 2025, we saw a decline in global upstream capital spending as a result of ongoing geopolitical tensions, uncertainty around international trade policy, and operator concerns about the accelerated return of idled supply from the Organization of the Petroleum Exporting Countries and its allies ("OPEC+").
As we look to 2026, during which we anticipate modestly stronger year-over-year GDP growth, oil prices are likely to reflect evolving market conditions, as markets assess geopolitical uncertainty and its potential impact on supply against rising OPEC+ and offshore production. Taking these macro factors into consideration, we forecast modest declines in global upstream spending. We believe further reduction in idled OPEC+ production, alongside more constructive oil supply-and-demand balances, is required before a broad inflection in oilfield services activity emerges. Longer term, the outlook remains constructive, particularly internationally and offshore, where significant investment will be required to sustain production growth and meet rising global oil demand. We also see continued growth in OpEx-driven upstream investment, as operators focus on enhancing recovery rates and extending the life of existing assets.
Following approximately 7% growth in LNG demand in 2025, we remain optimistic on the global natural gas outlook, supported by increasing demand for LNG and a continued shift towards natural gas developments. We believe the positive fundamentals are less affected by macro uncertainty but are driven by continued long-term energy demand growth, which is being driven by population growth, higher living standards, and accelerating electrification, with AI and data center expansion adding a new structural layer of power demand. Increasingly, natural gas is the source of this power due to its reliable, scalable, and dispatchable nature, coupled with its ability to lower emissions throughout the energy ecosystem.
We are an energy technology company with a broad and diversified portfolio of technologies and services that span the energy and industrial value chain. We operate through our two business segments: OFSE and IET. We sell products and services primarily in the global oil and gas markets, within the upstream, midstream and downstream segments, as well as broader industrial and new energy markets.
During 2024, Baker Hughes continued to deliver significant improvement across the company and in our financial results over 2023. We capitalized on market tailwinds to deliver substantial IET revenue growth, navigated an uneven market to deliver modest OFSE revenue growth, and realized widening benefits from our transformation efforts across the company. We also maintained strong order momentum in IET, led by significant growth in new energy and non-LNG equipment orders.
As we look to 2025, we see a muted outlook for global upstream spending due to recent oil price volatility and an oil market that looks well supplied in the near term, which might affect activity across our OFSE portfolio. Continued discipline from the world's largest producers and the pace of oil demand growth will remain important factors to monitor. Geopolitics remain another element of uncertainty across the oil and gas markets affecting macroeconomic conditions and upstream spending.
We are seeing customer spending trends shift more towards natural gas and low-carbon solutions, and we expect this trend to continue in 2025, which will continue to support strength across our IET portfolio. We remain optimistic on the LNG outlook, supporting the shift towards the development of natural gas and LNG. As a result, the global LNG project pipeline remains strong. Additionally, robust orders over the past few years are set to drive significant growth in our equipment installed base, which will underpin steady growth in Gas Technology Service over the coming years. Continued signs of tightness in the aeroderivative supply chain will remain an important factor to monitor.
In 2025, the Company generated revenues of $27.7 billion, a decrease of $0.1 billion compared to 2024. IET revenue increased $1.2 billion, or 10%, driven by strong growth in Gas Technology Equipment ("GTE") and Gas Technology Services ("GTS"). OFSE revenue decreased $1.3 billion, or 8%, driven by a decline in revenue in all regions. Net income was $2.6 billion, a decrease of $0.4 billion, or 13%, compared to 2024, with a decline in the mark-to-market adjustment for certain equity securities, change in mix, transaction related costs and lower volume, partially offset by cost out initiatives, net productivity and price.
As a part of our anticipated acquisition of Chart, Chart shareholders approved the acquisition of Chart by the Company (the "Chart acquisition") on October 6, 2025. With regulatory reviews still underway in certain jurisdictions, we presently expect closing in the second quarter of 2026, understanding that the timing may evolve as those processes progress. On portfolio management actions, we closed the acquisition of Continental Disc Corporation ("CDC") on August 7, 2025. The sale of Precision Sensors & Instrumentation to Crane Company and the creation of the Surface Pressure Control joint venture with Cactus closed on January 1, 2026.
In 2024, the Company generated revenues of $27.8 billion, compared to $25.5 billion in 2023, increasing $2.3 billion or 9%. The increase in revenue was driven principally by IET. IET revenue increased $2.1 billion, primarily driven by Gas Technology Equipment revenue. OFSE revenue increased $0.3 billion driven by international revenue. Operating income was $3.1 billion compared to $2.3 billion in 2023, increasing $0.8 billion. The increase to operating income was driven by higher volume primarily from higher proportionate growth in Gas Technology Equipment ("GTE") and Subsea & Surface Pressure Systems ("SSPS") and price in both segments, and structural cost-out initiatives across the company, partially offset by cost inflation.
As our journey of transformation continues, we have made progress in our efforts to improve efficiencies and modernize how the business operates. The business has undertaken significant structural changes and we see the operating benefits coming through in the margin performance.
BakerIn Hughesthe remainsfirst committedquarter toof a2025, flexible capital allocation policy that balances returning cash to shareholders and investing in growth opportunities. Wewe increased our quarterly dividend in the first quarter of 2024 by onetwo centcents to $0.21$0.23 per share. For the full year of 2024,2025, we returned a total of $1.3 billion to shareholders in the form of dividends and share repurchases.
Our business is exposed to a number of macro factors, which influence our outlook and expectations given the current macroeconomic uncertainty and continued volatile conditions in the industry. All of our outlook expectations are purely based on the market as we see it today and are subject to changing conditions in the industry.
•OFSE outlook: We expect continued soft market conditions through most of 2026, reflecting customer caution amid oil price uncertainty, with the potential for modest improvement later in the year as excess oil supply begins to moderate.
•OFSE North America activity: In 2025, we expect a second consecutive year of lower E&P spending due to recent commodity price volatility and E&P consolidation.
•OFSE International activity: We expect spending outside of North America to be at similar or slightly lower levels in 2025 compared to 2024.
•IET outlook: We see continuedsustained strength in LNG, Floating Production StorageLNG and Offloading ("FPSO"), gas infrastructure, and new energy, as well as increasing opportunities to leverage our versatile portfolio to enhance IET's position across industrial and distributed power markets.markets, with a growing emphasis on data centers.
We have other businesses in our portfolio that are more correlated with various industrial metrics, including global GDP growth. We also have businesses within our portfolio that are exposedexpect to see continued growth in new energy solutions,solutions specifically focused aroundon reducing carbon emissions offor the energy and broader industry,industrial including:sectors. These include hydrogen; geothermal; CCUS; energy storage; clean power; and emissions abatement solutions. WeContinued expectsigns of tightness in the aeroderivative supply chain, including extended lead times, will remain a factor to seemonitor continuedand growthmanage in these global businesses as new energy solutions become a more prevalent part of the broader energy mix.operationally.
Overall, we believe our portfolio is welluniquely positioned to compete across the energy and industrial value chainchains and deliver comprehensiveintegrated, high-impact solutions for our customers. Over time, we believe theglobal world'senergy demand for energy will continue to rise, andsupported thatby durable, secular macroeconomic trends, with hydrocarbons willcontinuing to play a majorfundamental role in meeting the world's energy needs for the foreseeable future.needs. As such, we remain focused on delivering innovative, low-emission,lower-emission, and cost-effective solutions that deliverdrive stepmeaningful changesimprovements in operatingoperational and economicfinancial performance for our customers.
The following discussion and analysis summarizesummarizes the significant factors affecting our results of operations, financial conditioncondition, and liquidity position as of and for the years ended December 31, 2025, 2024, 2023, and 2022,2023, and should be read in conjunction with our consolidated financial statements and related notes.
Our revenue is predominatelypredominantly generated from the sale of products and services to major, national, and independent oil and natural gas companies worldwide, and is dependent on spending by our customers for oil and natural gas exploration, field developmentdevelopment, and production. 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 regulations, and their expectations for oil and natural gas prices as a key driver of their cash flows.
Outside North America, customer spending is influenced by Brent oil prices. In North America, customer spending is influenced by WTI oil prices and natural gas prices areas measured by the Henry Hub Natural Gas Spot Price.
Baker Hughes Company 2024 Form 10-K | 34
(1)Energy Information Administration ("EIA") Europe Brent ("Brent") Spot Price per Barrel (2)EIA Cushing, OK West Texas Intermediate ("WTI") spotSpot pricePrice per Barrel (3)EIA Henry Hub Natural Gas Spot Price per million British Thermal Unit Baker Hughes Company 2025 Form 10-K | 36
Rig counts are an important business barometer for the drilling industry and its suppliers. When drilling rigs are active or operating, they consume products and services produced by the oil service industry. Therefore, rig counts may act as a leading indicator of market activity and reflect the relative strength of energy prices; 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.
Rig counts are compiled weekly for the U.S. and Canada and monthly for all international rigs. Published international rig counts do not include rigs drilling in certain locationslocations, such as onshore ChinaChina, because this information is not readily available.
The rig counts are summarized in the table below as averages for each of the periods indicated.indicated based on our published rig counts on our website at www.bakerhughes.com.
The discussions below relating to significant line items from our consolidated statements of income (loss) are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items. In addition, the discussions below for revenue and cost of revenue are on a total basis as the business drivers for product sales and services are similar. All dollar amounts in tabulations in this section are in millions of dollars, unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers.
Our consolidated statements of income (loss) displaysdisplay sales and costs of sales in accordance with SEC regulations under which "goods" is required to include all sales of tangible products and "services" must include all other sales, including other service activities. For the amounts shown below, we distinguish between "equipment" and "product services," where product services refer to sales under product services agreements, including sales of both goods (such as spare parts and equipment upgrades) and related services (such as monitoring, maintenancemaintenance, and repairs), which is an important part of our operations. We refer to "product services" simply as "services" within Management's Discussion and Analysis of Financial Condition and Results of Operations.MD&A.
Our results of operations are evaluated by our chief operating decision maker, who is the Company's Chief Executive OfficerOfficer, on a consolidated basis as well as at the segment level. The performance of oureach operating segmentssegment is primarily evaluated based on segment operating income (loss),EBITDA, which is defined as income (loss) before income taxes and before the following: net interest expense, netcosts otherassociated non-operatingwith incomesignificant (loss),restructuring programs, depreciation and amortization, and unallocated corporate expenses, significant restructuring plans, impairmentcosts and other charges,income inventory impairments, and certain gains and losses not allocated to the operating segments.(expense).
Baker Hughes Company 2024 Form 10-K | 35
Volume: Volume is defined as the increase or decrease in products and/or services sold period-over-period excluding the impact of foreign exchangeFX and price. The volume impact on profit is calculated by multiplying the prior period profit rate by the change in revenue volume between the current and prior period. Volume also includes price, which is defined as the change in sales price for a comparable product or service period-over-period and is calculated as the period-over-period change in sales prices of comparable products and services.
Price: Price is defined as the change in sales price for a comparable product or service period-over-period and is calculated as the period-over-period change in sales prices of comparable products and services.
Business Mix: Business mix is defined as period-over-period change in sales mix within segments.
Cost out initiatives: Cost out initiatives, including restructuring programs.
Baker Hughes Company 2025 Form 10-K | 37
Foreign Exchange ("FX"): FX measures the translational foreign exchange impact, or the translation impact of the period-over-period change on sales and costs directly attributable to change in the foreign exchangeFX rate compared to the U.S. dollar. FX impact is calculated by multiplying the functional currency amounts (revenue or profit) with the period-over-period FX rate variance, using the average exchange rate for the respective period. This also includes the period-over-period variance of transactional foreign exchange, aside from those foreign currency devaluations that are reported separately for business evaluation purposes.
Productivity: Productivity is measured by the remaining variance in profit, after adjusting for the period-over-period impact of volume andvolume, price, foreignbusiness exchange,mix, FX, and (inflation)/deflation as defined above. Improved or lower period-over-period cost productivity is the result of production, schedule and cost efficiencies or inefficiencies, such as cost decreasing or increasing more than volume, or cost increasing or decreasing less than volume, or changes in sales mix among segments. This also includes the period-over-period variance of transactional foreign exchange, aside from those foreign currency devaluations that are reported separately for business evaluation purposes.inefficiencies.
(2)For the years ended December 31, 2025, 2024, 2023 and 2022,2023, total new energy orders incorporates Climate Technology Solutions ("CTS") in IET of $1.0 billion, $0.6 billion, and $0.4 billion, respectively.IET.
Fiscal Year 2025 to Fiscal Year 2024
Revenue decreased $0.1 billion to $27.7 billion. OFSE decreased $1.3 billion, or 8%, and IET increased $1.2 billion, or 10%.
Selling, general and administrative costs decreased $71 million, or 3%, to $2,387 million.
Research and development costs decreased $43 million, or 7%, to $600 million.
Restructuring charges were $215 million in 2025, primarily related to employee termination expenses and footprint consolidation. In 2024, restructuring charges were $260 million, primarily related to streamlining of the OFSE operating model.
We recorded other expense of $243 million in 2025, which included $107 million of transaction costs related to business acquisition and disposal activities and a net loss of $103 million from the change in fair value of equity securities. In 2024, we recorded $341 million of other income. Included in this amount was a net gain of $367 million from the change in fair value of equity securities.
Net interest expense incurred in 2025 was $222 million, which includes interest income of $82 million. Net interest expense increased $25 million compared to 2024.
We recorded income taxes in 2025 and 2024 of $253 million and $257 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate is primarily the net impact of $308 million and $664 million reversal of valuation allowances in 2025 and 2024, respectively, with the rate in both years also reflecting income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances. The valuation allowances on the associated deferred tax assets have been released as a result of the U.K. and the U.S. moving into and/or maintaining cumulative three-year profit positions, demonstrating an increasing pattern of profitability, along with recent tax credit utilization, and the forecasted continuation of profitability in both jurisdictions.
Net income decreased $0.4 billion, or 13%, to $2.6 billion compared to 2024.
Segment Revenues and Segment EBITDA
OFSE revenue of $14,324 million decreased $1,304 million, or 8%, in 2025 compared to 2024, due to reduced oilfield activity as reflected in the reduced rig count. From a geographical perspective, international revenue was $10,551 million, a decrease of $1,121 million, or 10%, from 2024, down in all regions. North America revenue was $3,773 million in 2025, a decrease of $183 million, or 5%, from 2024.
OFSE segment EBITDA of $2,618 million decreased $263 million, or 9%, in 2025 compared to 2024. The reduction of EBITDA in 2025 was a result of lower volume, change in mix, and inflation, partially offset by cost out initiatives, and overall productivity.
Baker Hughes Company 2025 Form 10-K | 39
IET revenue of $13,409 million increased $1,208 million, or 10%, in 2025 compared to 2024, driven by GTE and GTS.
IET segment EBITDA of $2,482 million increased $432 million, or 21%, in 2025 compared to 2024. The improved performance in 2025 was driven by higher volume, price, FX, cost out initiatives, partially offset by inflation, and change in mix.
Revenue increased $2,323$2.3 million,billion, or 9%, to $27.8 billion. OFSE increased $268$0.3 millionbillion, or 2%, and IET increased $2,055$2.1 million.billion, or 20%.
Selling, general and administrative costcosts decreased $153 million, or 6%, to $2,458 million, and our Corporate costs, which are primarily reported within this financial measure, decreased $17 million, or 5%, to $363 million. These decreases weremillion driven primarily by a continued focus on cost optimization, partially offset by inflationary pressure.
Research and development costs decreased $8 million, or 1%, to $643 million.
Restructuring, impairment, and otherRestructuring charges were $301$260 million in 2024, primarily related to streamlining of the OFSE operating model. In 2023, restructuring, impairment, and otherrestructuring charges were $323$313 million reflecting costs to align the business with the Company's market outlook.
Operating income increased $763 million, or 33%, to $3,081 million, driven primarily by: increased volume primarily from higher proportionate growth in GTE and SSPS, favorable price, cost optimization, and, to a lesser extent, FX, partially offset by inflationary pressure.
What changed in the latest 10-Q
Risk Factors
As of the date of this filing, the Company and our operations continue to be subject to the risk factors previously discussed in the "Risk Factors" section contained in the 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “The First Six Months of 2026 Compared to the First Six Months of 2025”
New heading “Segment Revenues and Segment EBITDA”
New heading “Oilfield Services & Equipment”
New heading “Industrial & Energy Technology”
Largest changes
In thesee in full comparisonfirstsecond quarter of 2026, the Company generated revenues of$6.6$6.7 billion,anaincreasedecrease of $0.2 billion, or 2%, compared to thefirstsecond quarter of 2025. IET revenueincreasedremained$0.4flatbillion, or 14%,year-over-year, driven by an increase of$199$79 million or34%11% in Gas Technology Services ("GTS"),andan increase of$210$61 million or14%13% in Industrial Products ("IP"), and an increase in Climate Technology Solutions ("CTS") of $49 million or 31%, offset by a decrease of $100 million or 6% in Gas Technology Equipment ("GTE"),partially offset byand adeclinedecrease of$73$91 million or28%33% in Industrial Solutions ("IS") reflective of the Precision Sensors & Instrumentation ("PSI") disposition. OFSE revenue decreased$0.3$0.2 billion, or7%,5% year-over-year led by the Surface Pressure Control ("SPC") disposition and a decline in international revenue. Net income was$0.9$0.7 billion,anwhichincreaseremainedof $0.5 billion,flat compared to thefirstsecond quarter of 2025,withdrivennetbygainsreducedonincomesaletaxfrom the PSI and SPC dispositions,expense, improved performance in Segment EBITDA, and the change in fair value of equity securities,partiallyoffset bydepreciation.increases in depreciation and amortization, transaction related costs, working capital adjustments related to business dispositions, interest expense, and restructuring.
“The First Six Months of 2026 Compared to the First Six Months of 2025”see in full comparison
Looking ahead, oil market fundamentals are likely to be supported bysee in full comparisonexpectationsaof an undersuppliedsupply-constrained market and the need to replenish depleted strategic inventories. As theevolvingdynamic geopolitical environment continues to create uncertainty, we expect to see asignificantdecline in upstream spending in the MiddleEast.East this year, while spending in North American and other international markets is expected to remain broadly unchanged compared to 2025, absent further downside pressure in oil prices. Additionally, ongoing supply constraints through the Strait of Hormuz and broader disruptions across the Middle East are expected tobecreatebroadlyincrementalflatriskyear-over-year.across the business, with potential impacts on customer spending patterns, project timing, and supply chain visibility. Over the longer term, heightened geopolitical risk may contribute to highermid‑cyclemid-cycle oil prices necessary to incentivize incremental global supply. As a result, we see continued upstream investment as necessary to sustain production growth and meet rising global demand. We also expect a continued increase in operatingexpenditure drivenexpenditure-driven investment as operators focus on optimizing recovery and extending the life of producing assets.
“On July 15, 2026, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered into two separate $1.0 billion, 2-year senior, unsecured term loan agreements (the "Term Loans"). Both Term Loan agreements contain customary representations, warranties, and covenants, and bear interest at a base rate or Secured Overnight Financing Rate ("SOFR") plus applicable margin. Concurrent with the closure of the Chart acquisition, the 2025 delayed draw term loan facility was terminated. See "Note 19. …”see in full comparison
Full comparison: every changed paragraph (83)
During the firstsecond quarter of 2026, continued disruptions in the Middle East contributed to tighter oil and liquefied natural gas (“LNG”) market balances and higher commodityinflationary prices.costs.
Looking ahead, oil market fundamentals are likely to be supported by expectationsa of an undersuppliedsupply-constrained market and the need to replenish depleted strategic inventories. As the evolvingdynamic geopolitical environment continues to create uncertainty, we expect to see a significant decline in upstream spending in the Middle East.East this year, while spending in North American and other international markets is expected to remain broadly unchanged compared to 2025, absent further downside pressure in oil prices. Additionally, ongoing supply constraints through the Strait of Hormuz and broader disruptions across the Middle East are expected to becreate broadlyincremental flatrisk year-over-year.across the business, with potential impacts on customer spending patterns, project timing, and supply chain visibility. Over the longer term, heightened geopolitical risk may contribute to higher mid‑cyclemid-cycle oil prices necessary to incentivize incremental global supply. As a result, we see continued upstream investment as necessary to sustain production growth and meet rising global demand. We also expect a continued increase in operating expenditure drivenexpenditure-driven investment as operators focus on optimizing recovery and extending the life of producing assets.
In the firstsecond quarter of 2026, the Company generated revenues of $6.6$6.7 billion, ana increasedecrease of $0.2 billion, or 2%, compared to the firstsecond quarter of 2025. IET revenue increasedremained $0.4flat billion, or 14%,year-over-year, driven by an increase of $199$79 million or 34%11% in Gas Technology Services ("GTS"), andan increase of $210$61 million or 14%13% in Industrial Products ("IP"), and an increase in Climate Technology Solutions ("CTS") of $49 million or 31%, offset by a decrease of $100 million or 6% in Gas Technology Equipment ("GTE"), partially offset byand a declinedecrease of $73$91 million or 28%33% in Industrial Solutions ("IS") reflective of the Precision Sensors & Instrumentation ("PSI") disposition. OFSE revenue decreased $0.3$0.2 billion, or 7%,5% year-over-year led by the Surface Pressure Control ("SPC") disposition and a decline in international revenue. Net income was $0.9$0.7 billion, anwhich increaseremained of $0.5 billion,flat compared to the firstsecond quarter of 2025, withdriven netby gainsreduced onincome saletax from the PSI and SPC dispositions,expense, improved performance in Segment EBITDA, and the change in fair value of equity securities, partially offset by depreciation.increases in depreciation and amortization, transaction related costs, working capital adjustments related to business dispositions, interest expense, and restructuring.
On July 16, 2026, we completed our previously announced acquisition of Chart Industries, Inc. ("Chart"), for Baker Hughes Company 2026 Second Quarter Form 10-Q | 27 $210 per share, representing an enterprise value of approximately $13.6 billion (the "Chart acquisition") as discussed in "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale." The Chart acquisition was funded through an offering of senior notes in March 2026, along with other borrowings, as discussed in "Note 8. Debt," and cash on hand.
As a part of our anticipated acquisition of Chart Industries, Inc. ("Chart"), Chart shareholders approved the acquisition of Chart by the Company (the "Chart acquisition") on October 6, 2025. With regulatory reviews still underway in certain jurisdictions, we presently expect closing in the second quarter of 2026, understanding that the timing may evolve as those processes progress. On March 11, 2026, we completed an offering of $6.5 billion of USD-denominated notes, along with €3.0 billion of Euro-denominated notes. As a result of the completed offering, Baker Hughes Company 2026 First Quarter Form 10-Q | 25 the Company terminated the Bridge Facility entered on July 28, 2025.
In the firstsecond quarter of 2026, we returned $228 million to shareholders through dividends.
•OFSE outlook: We expect to see an improvement in global upstream spending, outside of the Middle East,spending through the remainder of the year dueacross toboth currentinternational constraintsand onNorth supply,American partiallymarkets, offsetabsent byfurther near-termdownside weaknesspressure in Middleoil East activity.prices.
We also expect to see continued growth in new energy solutions specifically focused around reducing carbon emissions for the energy and broader industrial sectors. These include hydrogen; geothermal; carbon capture, utilization and storage; energy storage; clean power; and emissions abatement solutions. Continued signs of tightness in the aeroderivative supply chain, including extended lead timestimes, will remain a factor to monitor and manage operationally Overall, we believe our portfolio is uniquely positioned to compete across the energy and industrial value chains and deliver integrated, high-impact solutions for our customers. Over time, we believe global energy demand will continue to rise, supported by durable, secular macroeconomic trends, with hydrocarbons continuing to play a fundamental role in meeting the world's energy needs. As such, we remain focused on delivering innovative, lower-emission, and cost-effective solutions that drive meaningful improvements in operational and financial performance for our customers.operationally.
Overall, we believe our portfolio is uniquely positioned to compete across the energy and industrial value chains and deliver integrated, high-impact solutions for our customers. Over time, we believe global energy demand will continue to rise, supported by durable, secular macroeconomic trends, with hydrocarbons continuing to play a fundamental role in meeting the world's energy needs. As such, we remain focused on delivering innovative, lower-emission, and cost-effective solutions that drive meaningful improvements in operational and financial performance for our customers.
The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition, and liquidity position as of and for the three and six months ended MarchJune 31,30, 2026 and 2025, and should be read in conjunction with our condensed consolidated financial statements and related notes.
Our revenue is predominantly generated from the sale of products and services to major, national, and independent oil and natural gas companies worldwide, and is dependent on spending by our customers for oil and natural gas exploration, field developmentdevelopment, and production. 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 regulations, and their expectations for oil and natural gas prices as a key driver of their cash flows.
Baker Hughes Company 2026 Second Quarter Form 10-Q | 28
In North America, customer spending is influenced by the price of oil and gas as indicated by the Cushing, OK West Texas Intermediate ("WTI") crude oil spot price and the Henry Hub natural gas spot price. Outside of North America, customer spending is influenced by Brent crude oil prices.
Outside North America, customer spending is influenced by Brent oil prices. In North America, customer spending is influenced by WTI oil prices and natural gas prices are measured by the Henry Hub Natural Gas Spot Price.
Baker Hughes Company 2026 First Quarter Form 10-Q | 26
(1)Energy Information Administration ("EIA") Europe Brent ("Brent") Spot Price per Barrel (2)EIA Cushing, OK West Texas Intermediate ("WTI") Spot Price per Barrel (3)EIA Henry Hub Natural Gas Spot Price per million British Thermal Unit
Our condensed consolidated statements of income display sales and costs of sales in accordance with the Securities and Exchange Commission ("SEC") regulations under which "goods" isare required to include all sales of tangible products and "services" must include all other sales, including other service activities. For the amounts Baker Hughes Company 2026 Second Quarter Form 10-Q | 29 shown below, we distinguish between "equipment" and "product services," where product services refer to sales under product services agreements, including sales of both goods (such as spare parts and equipment upgrades) and related services (such as monitoring, maintenancemaintenance, and repairs), which isare an important part of our operations. We refer to "product services" simply as "services" within Management's Discussion and Analysis of Financial Condition and Results of Operations.
Baker Hughes Company 2026 First Quarter Form 10-Q | 27
Baker Hughes Company 2026 FirstSecond Quarter Form 10-Q | 2830
The Remaining Performance Obligations ("RPO") relate to the aggregate amount of the transaction priceprices allocated to the unsatisfied (or partially unsatisfied) performance obligations. As of MarchJune 31,30, 2026, RPO totaled $36.1$40.1 billion, of which OFSE totaled $3.0 billion,billion and IET totaled $33.1$37.1 billion.
FirstSecond Quarter of 2026 Compared to the FirstSecond Quarter of 2025
Revenue increaseddecreased $0.2 billion, or 2%, to $6.6$6.7 billion. OFSE revenue decreased $0.3$0.2 billion, or 7%,5%, and IET increasedrevenue $0.4was billion,flat orcompared 14%.to the second quarter of 2025.
Selling, general and administrative costs decreasedincreased $15$2 million, or 3%,million to $562$569 million.
Research and development costs decreased $13$18 million, or 9%,11%, to $133$143 million due to timing of project spend.million.
Other income increaseddecreased $728$30 million, primarily reflecting working capital adjustments of $24 million related to gains of $721 million on business dispositions.
Net interest expense incurred in the firstsecond quarter of 2026 was $86$66 million, which includes interest income of $59$130 million offset by interest expense of $145$196 million. Net interest expense increased $35$12 million compared to the firstsecond quarter of 2025, primarily driven by previouslyincreased unamortizedinterest lending fees of $43 million recognizedexpense as a result of the terminationsenior ofnotes theoffering Bridgein Facility during the first quarter ofMarch 2026.
We recorded income taxestax expense in the firstsecond quarter of 2026 and 2025 of $336$210 million and $152$256 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily related to income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances.
Net income increasedremained $0.5flat billionat to $0.9$0.7 billion compared to the firstsecond quarter of 2025.
Baker Hughes Company 2026 FirstSecond Quarter Form 10-Q | 2931
OFSE revenue of $3,237$3,451 million decreased $262$166 million, or 7%,5%, in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, driven mainly by the impact of the SPC disposition and disruptions in the Middle East.East, offset by the benefit of FX in Latin America. From a geographical perspective, international revenue was $2,310$2,518 million, a decrease of $267$171 million, or 10%,6%, from the firstsecond quarter of 2025, driven by Middle East/Asia,Asia and Europe/CIS/Sub-Saharan Africa, partially offset by an increase in Latin America. North America revenue was $927$933 million in the firstsecond quarter of 2026, an increase of $5 millionmillion, or 1%, from the firstsecond quarter of 2025.
OFSE segment EBITDA of $565$605 million decreased $58$72 million, or 9%,11%, in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The reduction of EBITDA in the firstsecond quarter of 20262026, after taking into consideration the impact of the SPC disposition, was athe result of lower volume,inflation, change in business mix, inflation, and thelower SPC disposition,volume, partially offset by cost-out initiatives, overall productivityproductivity, and cost out initiatives.FX.
Baker Hughes Company 2026 FirstSecond Quarter Form 10-Q | 3032
IET revenue of $3,350$3,291 million increased $422 million, or 14%, infor the firstsecond quarter of 20262026, comparedremained toflat the first quarter of 2025,year-over-year, with increasesdecreases in GTEGas Technology Equipment and GTS, partially offset by a decline in Industrial Solutions driven by the PSI disposition.disposition, offset by increases in all other product lines.
IET segment EBITDA of $678 million increased $177$93 million, or 35%,16%, in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The improved performance in the firstsecond quarter of 2026 was driven by FX, price, higherproductivity, volume,cost-out initiatives, and productivity,FX, partially offset by lower volume and inflation.
The First Six Months of 2026 Compared to the First Six Months of 2025
Revenue was flat at $13.3 billion. OFSE decreased $0.4 billion, or 6%, and IET increased $0.4 billion, or 7%.
Selling, general and administrative costs decreased $13 million, or 1%, to $1,131 million, driven primarily by a continued focus on cost optimization.
Research and development costs decreased $30 million, or 10%, to $277 million.
Other income increased $697 million, primarily related to gains of $697 million on business dispositions.
Net interest expense incurred in the first six months of 2026 was $151 million, which includes interest income of $189 million offset by interest expense of $340 million. Net interest expense increased $46 million compared to the first six months of 2025, as a result of the recognition of previously unamortized lending fees related to the Bridge Facility terminated in the first quarter of 2026.
In the first six months of 2026 and 2025, the provision for income taxes was $545 million and $408 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily related to income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances.
Net income increased $0.5 billion, or 46%, to $1.6 billion compared to the first six months of 2025.
Baker Hughes Company 2026 Second Quarter Form 10-Q | 33
Segment Revenues and Segment EBITDA
Oilfield Services & Equipment
OFSE revenue of $6,688 million decreased $428 million, or 6%, in the first six months of 2026 compared to the first six months of 2025, driven by the SPC disposition and disruptions in the Middle East. From a geographical perspective, international revenue was $4,829 million, a decrease of $438 million, or 8%, from the first six months of 2025 driven by a decrease in Middle East/Asia and Europe/CIS/Sub-Saharan Africa, partially offset by an increase in Latin America. North America revenue was $1,859 million in the first six months of 2026, a increase of $10 million, or 1%, from the first six months of 2025.
OFSE segment EBITDA of $1,170 million decreased $130 million, or 10%, in the first six months of 2026 compared to the first six months of 2025. The reduction of EBITDA in the first six months of 2026, after taking into consideration the disposal of SPC was a result of inflation, lower volume, change in business mix, partially offset by cost-out initiatives, overall productivity, and FX.
Baker Hughes Company 2026 Second Quarter Form 10-Q | 34
Industrial & Energy Technology
IET revenue of $6,641 million increased $420 million, or 7%, in the first six months of 2026 compared to the first six months of 2025, with increases in GTE, GTS, IP, and CTS, partially offset by a decline in IS driven by the PSI disposition.
IET segment EBITDA of $1,356 million increased $270 million, or 25%, in the first six months of 2026 compared to the first six months of 2025. The improved performance in the first six months of 2026 was driven by price, overall productivity, FX, higher volume, and cost-out initiatives, partially offset by inflation.
Our objective in financing our business is to maintain sufficient liquidity, adequate financial resources, and financial flexibility in order to fund the requirements of our business and pending acquisitions. We continue to maintain solid financial strength and sufficient liquidity. At MarchJune 31,30, 2026, we had cash and cash equivalents of $14.8$15.7 billion compared to $3.7 billion at December 31, 2025.
As of MarchJune 31,30, 2026, we held approximately $12.5$13.5 billion of cash and cash equivalents in the U.S. and approximately $2.3 billion outside the U.S., including $1.1$0.9 billion held in Europe and the United Kingdom. As of December 31, 2025, cash and cash equivalents totaled approximately $0.7 billion in the U.S. and approximately $3.0 billion outside the U.S., including $1.5 billion held in Europe and the United Kingdom. A substantial portion of the cash held outside the U.S. at MarchJune 31,30, 2026 has either been reinvested in active non-U.S. business operations or iswas being held for the pending Chart acquisition.acquisition, which was completed on July 16, 2026. If we decide at a later date to repatriate certain cash to the U.S., we may incur other additional taxes that would not be significant to the total tax provision.
Baker Hughes Holdings LLC ("BHH LLC"), a wholly owned subsidiary of the Company, has a $3.0 billion committed unsecured revolving credit facility (the "Credit Agreement") with commercial banks maturing in November 2028. The Credit Agreement contains certain representations and warranties, certain affirmative covenants and negative covenants, in each case we consider customary. No related events of default have occurred. The Credit Agreement is fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes. At MarchJune 31,30, 2026 and December 31, 2025, there were no borrowings under the Credit Agreement.
Baker Hughes Company 2026 Second Quarter Form 10-Q | 35
Certain Senior Notes contain covenants that restrict our ability to take certain actions. See "Note 8. Debt" of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for Baker Hughes Company 2026 First Quarter Form 10-Q | 31 further details. At MarchJune 31,30, 2026, we were in compliance with all debt covenants. Our next debt maturity is December 2026.
On July 28, 2025, we entered into a definitive agreement to acquire all outstanding shares of Chart's common stock for $210 per share in cash, equivalent to a total enterprise value of approximately $13.6 billion. Our expected sources of funds for the acquisition include cash and cash equivalents to be generated from debt financing proceeds, cash flow from operations, and asset and business sale proceeds.
During the first quarter of 2026, we completed the offering of (i) $6.5 billion of USD-denominated notes consisting of five tranches of senior unsecured notes at rates between 4.050% and 5.850% and with maturities between 2029 and 2056 and (ii) €3.0 billion of Euro-denominated notes consisting of four tranches of senior unsecured notes at rates between 3.226% and 4.737% and with maturities between 2030 and 2046. The notes were offered by BHH LLC and Baker Hughes Co-Obligor, Inc, a wholly owned finance subsidiary of BHH LLC (together with BHH LLC, the "Issuers") that was incorporated for the sole purpose of serving as a corporate co-obligor of debt securities. The notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company. The funds raised will be used in part to finance the Chart acquisition.
During the threesix months ended MarchJune 31,30, 2026, we disbursed cash to fund a variety of activities including certain working capital needs, capital expenditures, and the payment of dividends.
On July 15, 2026, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered into two separate $1.0 billion, 2-year senior, unsecured term loan agreements (the "Term Loans"). Both Term Loan agreements contain customary representations, warranties, and covenants, and bear interest at a base rate or Secured Overnight Financing Rate ("SOFR") plus applicable margin. Concurrent with the closure of the Chart acquisition, the 2025 delayed draw term loan facility was terminated. See "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale" for additional information related to the Chart acquisition and "Note 8. Debt" for additional information on our funding activities.
BKR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 6 filings (5 insiders, 6 trade dates, 475,563 shares, about $28.7M; 6 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -475,563 (purchases minus sales); net value about -$28.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-03 | Gatti Amerino |
Option exercise | 9,807 | — | — |
| 2026-09-03 | Gatti Amerino |
Shares withheld for tax | 3,860 | $63.64 | $245.7K |
| 2026-07-01 | Borras Maria C |
Open-market sale |
72,000 | $55.05 | $4.0M |
| 2026-06-22 | Simonelli Lorenzo |
Open-market sale |
181,411 | $58.43 | $10.6M |
| 2026-06-22 | Simonelli Lorenzo |
Option exercise |
99,911 | $35.55 | $3.6M |
| 2026-06-15 | Moghal Ahmed Farhan |
Open-market sale |
3,392 | $62.38 | $211.6K |
| 2026-06-15 | Moghal Ahmed Farhan |
Open-market sale |
20,000 | $62.38 | $1.2M |
| 2026-06-12 | Simonelli Lorenzo |
Option exercise |
99,911 | $35.55 | $3.6M |
| 2026-06-12 | Simonelli Lorenzo |
Open-market sale |
181,411 | $63.36 | $11.5M |
| 2026-06-03 | Charlton Rebecca L |
Open-market sale |
5,088 | $64.22 | $326.8K |
| 2026-06-01 | Charlton Rebecca L |
Shares withheld for tax |
4,585 | $62.97 | $288.7K |
| 2026-06-01 | Charlton Rebecca L |
Option exercise |
11,651 | — | — |
| 2026-05-19 | Apostolides James E |
Open-market sale |
12,261 | $66.42 | $814.4K |
Well-known investors holding BKR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Dodge & Cox | 2026-06-30 | 34,854,482 | $1.9B | 1.01% | Reduced 3% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,278,339 | $126.4M | 0.04% | Added 98% |
| Renaissance Technologies | 2026-06-30 | 1,632,140 | $90.6M | 0.12% | Added 30% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 1,124,692 | $68.7M | — | Sold out |
| Bridgewater Associates | 2026-06-30 | 1,220,482 | $67.7M | 0.28% | Reduced 12% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,031,769 | $57.3M | 0.04% | No change |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 718,474 | $39.9M | 0.09% | Added 147% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 648,912 | $36.0M | 0.02% | Reduced 33% |
| Two Sigma Investments | 2026-06-30 | 94,189 | $5.2M | 0.0% | Added 963% |
| D. E. Shaw & Co. | 2026-06-30 | 58,037 | $3.2M | 0.0% | Added 19% |
| First Eagle Investment Management | 2026-06-30 | 22,000 | $1.2M | 0.0% | New position |