SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 2017
BAKER HUGHES, A GE
BAKER HUGHES, A GE
|(Exact name of registrant as specified in its charter)|
|(State of Incorporation)||(Commission File No.)||
(I.R.S. Employer Identification No.)
|(State of Incorporation)||(Commission File No.)||
(I.R.S. Employer Identification No.)
|17021 Aldine Westfield Road|
|Houston, Texas 77073|
Registrant’s telephone number, including area code: (713) 439-8600
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On September 5, 2017, the President and Chief Executive Officer of Baker Hughes, a GE company (the “Company”), Lorenzo Simonelli, will present at the Barclays 2017 CEO Energy-Power Conference in New York at 11:45 a.m. Eastern time. A copy of the presentation 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.
In addition to financial results determined in accordance with generally accepted accounting principles (“GAAP”) that are included in the presentation, certain information included therein could be considered non-GAAP financial measures (as defined under the SEC’s Regulation G). Any non-GAAP financial measures should be considered in addition to, and not as an alternative for, or superior to, operating income (loss) cash flows or other measures of financial performance prepared in accordance with GAAP as more fully discussed in the Company’s financial statements, including the notes thereto, and filings with the SEC.
Item 9.01. Financial Statements and Exhibits. (Information furnished in this Item 9.01 is furnished pursuant to Item 9.01.)
99.1* Presentation of Baker Hughes, a GE company, dated September 5, 2017.
* Furnished herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|BAKER HUGHES, A GE COMPANY|
|Dated: September 5, 2017||By:||/s/ Lee Whitley|
|BAKER HUGHES, A GE COMPANY, LLC|
|Dated: September 5, 2017||By:||/s/ Lee Whitley|
|Exhibit 99.1||Presentation of Baker Hughes, a GE company, dated September 5, 2017.|
Barclays 2017 CEO Energy - Power Conference Lorenzo Simonelli President & CEO September 5, 2017
2 Caution Concerning Forward - Looking Statements This presentation (and oral statements made regarding the subjects of this presentation) may contain forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward - looking statement”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “w ould,” “may,” “probable,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward - looking statements. There are many risks and uncertainties that could cause a ctual results to differ materially from our forward - looking statements. These forward - looking statements are also affected by the risk factors described in the Company’s Registration State ment on Form S - 4 (File No. 333 - 216991), filed on May 25, 2017; and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The doc ume nts are available through the Company’s website at: www.investors.bhge.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at: www.sec.gov . We undertake no obligation to publicly update or revise any forward - looking statement. Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas mar ket conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters. These forward - looki ng statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors: integration activities - the ability to successfully integrate Baker Hughes and GE Oil & Gas, including operations, technologies, products and services; economic and po litical conditions - the impact of worldwide economic conditions; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons ; f oreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions; dependence on GE - we will be substanti ally dependent upon GE, which will be a significant supplier, and any failure by GE to supply us in accordance with applicable contractual terms could have a material effect on our business; oil and gas market conditions - the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the dema nd for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquef ied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affec t e xploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas; and terroris m a nd geopolitical risks - war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum - producing or - consuming regions; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incid ent s or attacks; epidemic outbreaks. The financial results included herein are unaudited and have not been reviewed by our independent accountants. The results re por ted in these historical financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year or future periods. In addition, as par t o f the BHGE integration, we will continue to assess our business operations and may, if and when appropriate, modify our operating and financial reporting structure, which may result in adju stm ents to our historical financial statements. In addition to financial results determined in accordance with generally accepted accounting principles (“GAAP”) that are inc lud ed in the presentation, certain information included herein could be considered non - GAAP financial measures (as defined under the SEC’s Regulation G). Any non - GAAP financial measures shoul d be considered in addition to, and not as an alternative for, or superior to, operating income (loss), cash flows, or other measures of financial performance prepared in acc ordance with GAAP as more fully discussed in the Company’s financial statements, including the notes thereto, and filings with the SEC.
65 days in … CEO thoughts 3 x BHGE solutions even more critical in uncertain environment x Customer feedback overwhelmingly positive x GE and public shareholder priorities fully aligned x Integration team executing well … employees excited and engaged x BHGE uniquely positioned … broad portfolio, global reach, leading technology x Strategic rationale for combination strong … great deal for investors
Product & regional leadership team Experienced BHGE leadership team … best of both companies 4 Corporate leaders x Leadership team has significant experience in O&G industry … best of both companies x Limiting re - orgs & leadership changes … no execution disruptions Turbomachinery & Process Solutions Rod Christie x 30 years in Energy & Power Jody Markopoulos x 24 years in GE ops Oilfield Equipment Neil Saunders x 25 years in O&G industry Marketing & Technology Derek Mathieson x 25 years in O&G Digital Solutions Matthias Heilmann x 20 years in technology Integration Uwem Ukpong x 22 years in O&G Maria Claudia Borras Oilfield Services x 25 years in O&G, 20 w/ BHI CFO Brian Worrell x 25 years in GE finance Global Operations Belgacem Chariag x O&G industry veteran HSE Jack Hinton x 38 years in HSE Engineering & Supply Chain
Priorities 5 x Grow market share x Increase margin rates x Above peer group cash conversion 1 2 Execute for customers … strengthen presence in key basins Deliver on synergies & execute to full potential 3 Bring cultures together … combine dynamic of the oilfield & process rigor 4 Generate above peer group shareholder returns 5 Maintain technology DNA & leadership
0 500 1,000 1,500 2,000 2,500 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul - 17 Source: Baker Hughes Rig Count, IHS Markit Global Energy Scenarios Market weaker vs deal signing … long - term fundamentals remain intact OFS activity recovering x US up 45% since Q4’16, RoW up 3% … pricing challenging RoW rig count North America rig count Long cycle businesses recovering slower x Subsea … remains at low levels x Drilling … utilization at historic lows x LNG … high uncertainty … some positive signs Long term demand forecast 80 100 120 140 160 180 200 '16 '19 '22 '25 '28 Liquids Demand (MMBbl/d) LNG Demand (BCF) Natural Gas Demand (BCF) x Liquids portfolio spans E&P to refining x Natural gas full value chain solutions x Leader in LNG compression technology BHGE uniquely positioned across the hydrocarbon value chain … exposure to higher growth markets (Indexed to Liquids) BHGE positioning ‘30 ~4 - 5% ~2% ~1% 6 (rig count)
World’s only fullstream Oil & Gas company … ~70,000 employees in 120+ countries - a) 7 Baker Hughes, a GE company … broad solutions for customers, investing in leading technology through the cycle Differentiated portfolio … leading franchises Oilfield Services • Drilling Services, Logging & Evaluation, Completions & Production, Artificial lift + Industrial Services Oilfield Equipment • Subsea Production Systems, BOPs, Flexible Risers, Wellheads, Subsea Services, Surface Pressure Control Turbomachinery & Process Solutions • Centrifugal & Reciprocating Compressors + Drivers, (Gas & Steam turbines, Aero derivatives), Aftermarket Services Digital Solutions • Measuring & sensing technology, software + pipeline inspection Driving technology synergies Additive manufacturing x Fewer parts, faster development, cost Advanced sensor analytics deployment x Drilling productivity, accuracy Downhole rechargeable batteries x Lower non - productive time (a - Includes employees in Russia. Russia closure pending regulatory approval.
Technology leader … from exploration to production 8 NOVA LT & LM family x Nova efficiency , LM9000: emissions 50%, TCO 13% Drone inspection x inspection costs … safety & cycle - time x Continuing to invest in R&D through the cycle … ~3% of sales annually x Technology investment + GE Store access = unmatched reach Advanced drilling x TerrAdapt TM … improved penetration, impact damage x Increased automation, lower CAPEX & operating costs Artificial Lift x Life of Well … asset & well optimization … oilfield power
Won as a result of differentiated capability across the value chain 9 Twinza Oil … executing on fullstream capabilities Deal overview Fullstream products & services included x Uses BHGE full capability to deliver integrated services & equipment with state of the art approach x Delivers increased synergies while reducing integration risk for Twinza x Industry first agreement for fullstream offering – a) x BHGE financing enables appraisal drilling & project advancement (a - original announcement on Aug 8, 2017 • Wide range of drilling services • Subsea equipment and commissioning • Gas compression and turbomachinery • Financing solutions to complete appraisal
10 Expanding software solutions leadership Expanding leadership position Digital commitments YE’16 ‘17 YTD 2X growth $0.4 $0.8 • Digital commitments up ~2x since 2016 • Expanding suite of offerings … tangible progress with customers • Expand presence with key global customers … partner to drive digital transformation ($ in billions) $0.2 - $0.3 Annual software revenue – Non - productive time – Cost per barrel – Recovery factor • Build & grow franchise around Predix … IntelliStream in 4Q’17 … ~6,000 wells already connected • Grow the core … System 1, Meridium, Smart Signal, Ambit … installed based across 1,500+ customers
11 BHGE differentiators Differentiated versus all peers in the sector Broadest offerings Unique ability to deliver productivity for customers Most balanced portfolio Stable earnings profile throughout cycles … increasing visibility Innovation engine Technology & digitally driven … revolutionizing the oilfield x Fullstream: differentiated capability from drilling to refinery x Integrated GE scope … Power, Grid, GE Capital financing x Services … proven ability to partner with customers for productivity x Balanced exposure across upstream, midstream, downstream x Leader in LNG & gas … fastest growing fossil fuel x $15B+ long - term services backlog … stable revenue streams x Digital capability is real … ‘17 software commitments up 2x x Additive technology … step change for manufacturing x GE Store … Aviation engines, Healthcare sensors, GRC materials
Leading technology provider in Oilfield Services x 100 - year legacy, technology focused x Industry leading products and solutions ... strong global presence x Focus on execution, reliability & cost … increase market share Orders Sales Operating income $4.9 1H’17 2% $4.9 ($ billions) Global technology leader in Turbomachinery & Process Solutions x Strong LNG exposure … >300 MTPA globally powered by BHGE technology x Significant installed base … ~3,500 centrifugal compressors, ~3,000 GT’s … $13B+ service backlog x Strong operating margins through cycle ($ billions) Orders Sales Operating income $3.3 1H’17 15% $3.0 12 1H VPY (6)% (6)% 1H VPY 2% (4)% $10.2 2016 (8)% $10.3 $6.8 2016 18% $6.1 +16 pts (5) pts
Unique product offerings in Oilfield Equipment Orders Sales Operating income 4% $1.3 ($ billions) x Strong execution & technology pipeline x Well positioned with key customers … market remains challenging x Fullstream strategy … launch new business models 1H’17 $1.4 Industry leading Digital Solutions x Best in class sensing & measurement technology … 4MM+ sensors installed x >10 PB data under management x Differentiated software offerings … >120 APM customers … $0.8B in ‘17 commitments x Diverse end - market exposure … O&G ~40% ($ billions) Orders Sales Operating income 8% $1.3 1H’17 $1.2 1H VPY (2)% (4)% 1H VPY 40% (27)% 12% $2.7 2016 $2.6 9% $2.2 2016 $3.5 13 (3) pts - pts
14 Integration priorities 1 Clear message, interface with customers 2 Focus on culture ... no bureaucracy … best idea wins 3 Staff leadership positions early … drive clarity and accountability 4 No execution disruption x 1,500+ customer meetings to date x 200+ townhalls ... employees engaged x All leadership positions staffed … teams focused on execution x Goals & objectives clearly communicated … teams aligned and executing
15 Deal synergies on track 2020 target savings $0.4B $0.8B 2020 target savings $0.4B 2020 target savings x Implemented lower logistics rates between legacy BHI and GE O&G x Two supplier summits held … launched $1B+ RFQs packages x Twinza announced … fullstream solutions are real x Sales team enablement ahead of schedule … global accounts in place x Headcount actions ahead of schedule … executing multiple waves of restructuring x Office relocations underway ... from 5 to 2 major offices in Houston by 12/31 All workstreams on or ahead of schedule SG&A Global supply chain Commercial
16 How we work OFS OFE TPS DS Product companies • Business strategy • Integrated operations • New products • Cost management Global functions • Finance • Eng. & Supply Chain • Legal Global Operations • Global Sales • Integrated operations • Regional execution • Key accounts x Integrated projects & services x Efficient & reliable fulfillment x Focus on customers & growth x Leverage scale of BHGE GE Store • HSE • Marketing & Technology • HR
Capital allocation priorities … next 12 months 17 Significant opportunity to invest in the business + return capital to shareholders + Strong balance sheet Opportunity to increase leverage + High cash conversion Balanced approach … prioritize highest return alternatives Return capital to shareholders x Share buybacks x Dividends Growth investments … disciplined approach x High - returns restructuring projects x Accretive M&A Maintain strong balance sheet x Investment grade rating Significant value creation opportunity Sources of funds ~$4B cash Up to 90% FCF conversion Debt
Executive compensation focused on shareholder value drivers 18 Incentive compensation targets fully aligned with investor priorities Executive compensation philosophy Incentive compensation plan x Majority of pay is performance based x CEO: ~90% variable compensation, ~10% fixed x Named executive officers: ~80% variable, ~20% fixed x Ensure leadership team alignment to investor priorities 2H’17 weighting 30% 70% Strategic priorities Financial targets Financial goal metrics – a) Revenue Earnings before interest & taxes Free cash flow Synergy realization (revenue & cost) 1 2 3 4 (a - adjusted for restructuring and other items
19 x Expecting short cycle businesses to improve in 2H ‘17 x Continued delays in longer - cycle equipment businesses Financials Financial performance Environment vs. deal announcement x ‘17 lower than anticipated at deal signing x Expecting businesses to grow in ’18, however off a lower ‘17 base $31.1 $21.1 $32.4 $23.1 $10.8 ‘15 ‘16 1H’17 Orders Sales 8% 3% 5% Adjusted op income % - a) NAM activity growing but with pricing headwinds International onshore recovering slower Long - cycle activity delayed further Customer OPEX related activity softer Operationalizing Digital … active pipeline Synergies on track ... strong project pipeline $10.5 = - - - + = ($ in billions) (a - Adjusted Operating Income is a non - GAAP measure. GAAP Operating Income for 2015 was (8)%, for 2016 was (5)% and for 1H’17 was 0%. A full reconciliation to GAAP is available in the Company website.
BHGE … differentiated investment opportunity 20 • Integrated solutions + digital capability position us extremely well with customers • Broad, diversified portfolio … provides higher earnings stability • Best - in class technology supported by GE Store … differentiator in industry • Strong leadership team … executing integration, incentives aligned with shareholders • Unique ability to invest … balanced approach between growth & shareholder returns • Significant synergy opportunities & upside over time x Grow market share x Increase margin rates x Above peer group cash conversion