Current Report Filing (8-k)
October 30 2019 - 06:49AM
Edgar (US Regulatory)
false00017016050000808362 0001701605
2019-10-30 2019-10-30 0001701605 bkr:BakerHughesaGEcompanyLLCMember
2019-10-30 2019-10-30
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
October 30, 2019
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Baker
Hughes Company
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Baker
Hughes, a GE company, LLC
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(Exact name
of registrant as specified in charter)
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Delaware
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1-38143
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81-4403168
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Delaware
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1-09397
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76-0207995
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(State of
Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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(State of
Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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17021
Aldine Westfield
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Houston,
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Texas
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77073-5101
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (713) 439-8600
(former name
or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol
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Name of each exchange on
which registered
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Class A Common Stock,
par value $0.0001 per share
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BKR
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New York Stock
Exchange
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5.125% Senior Notes due
2040
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-
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New York Stock
Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
Results of Operations and Financial Condition.
On October 30,
2019, Baker Hughes Company (the “Company”) issued a news release
announcing its financial results for the quarter ended September
30, 2019, a copy of which is furnished with this Form 8-K as
Exhibit 99.1 and incorporated herein by reference. In
accordance with General Instructions B.2. of Form 8-K, the
information shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a
filing.
Following the
issuance of the news release and the filing of this current report
on Form 8-K, the Company will hold a conference call on Wednesday,
October 30, 2019 at 9:00 a.m. Eastern Time, 8:00 a.m. Central Time,
to discuss the earnings announcement. This scheduled conference
call was previously announced on September 30, 2019. The conference
call will broadcast live via a webcast that can be accessed by
visiting the Baker Hughes Company website at:
www.investors.bakerhughes.com. An archived version of the
webcast will be available on the Baker Hughes Company website for
one month following the webcast.
In addition to
financial results determined in accordance with GAAP that were
included in the news release, certain information discussed in the
news release and to be discussed on the conference call could be
considered non-GAAP financial measures (as defined under the SEC’s
Regulation G). Any non-GAAP financial measures should be
considered in addition to, and not as an alternative for, or
superior to, net income (loss), income (loss) from continuing
operations, cash flows or other measures of financial performance
prepared in accordance with GAAP as more fully discussed in the
Company’s financial statements and filings with the SEC.
Reconciliations of such non-GAAP information to the closest GAAP
measures are included in the news release.
Item 7.01
Regulation FD Disclosure.
On October 30,
2019, the Company issued a news release, a copy of which is
furnished with this Form 8-K as Exhibit 99.1 and incorporated
into this Item 7.01 by reference. In accordance with General
Instructions B.2. of Form 8-K, the information shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such a filing.
See
Item 2.02, “Results of Operations and Financial
Condition.”
Item 9.01
Financial Statements and Exhibits. (Information furnished in
this Item 9.01 is furnished pursuant to Item 9.01.)
(d)
Exhibits.
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101.SCH*
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Inline XBRL Schema
Document
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101.CAL*
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Inline XBRL Calculation
Linkbase Document
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101.LAB*
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Inline XBRL Label Linkbase
Document
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101.PRE*
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Inline XBRL Presentation
Linkbase Document
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101.DEF*
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Inline XBRL Definition
Linkbase Document
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104*
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Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit
101)
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* Furnished
herewith.
Page
2
Signature
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BAKER HUGHES
COMPANY
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Dated: October 30,
2019
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By:
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/s/ Lee Whitley
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Lee Whitley
Corporate
Secretary
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BAKER HUGHES, A GE COMPANY,
LLC
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Dated: October 30,
2019
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By:
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/s/ Lee Whitley
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Lee Whitley
Corporate
Secretary
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Page
3
EXHIBIT
INDEX
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Exhibit
No.
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Description
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101.SCH
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Inline XBRL Schema
Document
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101.CAL
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Inline XBRL Calculation
Linkbase Document
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101.LAB
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Inline XBRL Label Linkbase
Document
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101.PRE
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Inline XBRL Presentation
Linkbase Document
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101.DEF
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Inline XBRL Definition
Linkbase Document
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104
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Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit
101)
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Page
4