Document


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): January 31, 2019
Baker Hughes, a GE company
 
Baker Hughes, a GE company, LLC
 (Exact name of registrant as specified in charter)
 
 
 
 
 
 
 
 
 
 
 
 
Delaware
 
1-38143
 
81-4403168
 
Delaware
 
1-09397
 
76-0207995
(State of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
 
(State of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
17021 Aldine Westfield Road, Houston, Texas
77073
(Address of Principal Executive Offices)
(Zip Code)
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 2.02 Results of Operations and Financial Condition.
On January 31, 2019, Baker Hughes, a GE company (the “Company”) issued a news release announcing its financial results for the quarter and year ended December 31, 2018, 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 Thursday, January 31, 2019 at 8:30 a.m. Eastern Time, 7:30 a.m. Central Time, to discuss the earnings announcement. This scheduled conference call was previously announced on January 4, 2019. The conference call will broadcast live via a webcast that can be accessed by visiting the Baker Hughes, a GE company website at: www.investors.bhge.com. An archived version of the webcast will be available on the BHGE 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 January 31, 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.    
* 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.
 
 
 
 
 
 
 
 
BAKER HUGHES, A GE COMPANY
 
 
 
Dated: January 31, 2019
 
By:
 
/s/ Lee Whitley
 
 
 
 
Lee Whitley
Corporate Secretary
 

 
 
 
 
 
 
 
BAKER HUGHES, A GE COMPANY, LLC
 
 
 
Dated: January 31, 2019
 
By:
 
/s/ Lee Whitley
 
 
 
 
Lee Whitley
Corporate Secretary






Page 3






EXHIBIT INDEX
 
 
 
 
Exhibit No.
  
Description
  
 
Page 4


Exhibit
                                                


Exhibit 99.1




http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12664494&doc=3
News Release
Investor Contact:
Philipp Mueller, +1 281 809 9088, investor.relations@bhge.com

Media Contact:
Stephanie Cathcart, +1 202 549 6462, stephanie.cathcart@bhge.com
Melanie Kania, +1 713 439 8303, melanie.kania@bhge.com
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
Orders of $6.9 billion for the quarter, up 20% sequentially and up 21% year-over-year
Revenue of $6.3 billion for the quarter, up 11% sequentially and up 8% year-over-year
GAAP operating income of $382 million for the quarter, increased $100 million sequentially and increased $493 million year-over-year
Adjusted operating income (a non-GAAP measure) of $498 million for the quarter, up 32% sequentially and up $214 million year-over-year*
GAAP diluted earnings per share of $0.28 for the quarter which included $(0.02) per share of adjusting items. Adjusted diluted earnings per share (a non-GAAP measure) were $0.26*
Cash flows generated from operating activities were $1,090 million for the quarter. Free cash flow (a non-GAAP measure) for the quarter was $876 million. Included in free cash flow is a cash usage of $111 million relating to restructuring, legal settlements and merger-related payments*
*The Company presents its financial results in accordance with GAAP. However, management believes that using additional non-GAAP measures will enhance the evaluation of the profitability of the Company and its ongoing operations. Please see Tables 1a, 1b and 1c for a reconciliation of GAAP to non-GAAP financial measures.

1


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

LONDON & HOUSTON (January 31, 2019) – Baker Hughes, a GE company (NYSE: BHGE) ("BHGE" or the "Company") announced results today for the fourth quarter and total year 2018.
 
Three Months Ended
 
Variance
(in millions except per share amounts)
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Orders
$
6,884

$
5,746

$
5,701

 
20%
21%
Revenue
6,264

5,665

5,799

 
11%
8%
Operating income (loss)
382

282

(111
)
 
35%
F
Adjusted operating income (non-GAAP)*
498

377

284

 
32%
75%
Net income attributable to BHGE
131

13

31

 
F
F
Adjusted net income (non-GAAP) attributable to BHGE*
120

78

65

 
53%
85%
EPS attributable to Class A shareholders
0.28

0.03

0.07

 
F
F
Adjusted EPS (non-GAAP) attributable to Class A shareholders*
0.26

0.19

0.15

 
37%
71%
Cash flow from (used in) operating activities
1,090

239

(215
)
 
F
F
Free cash flow (non-GAAP)*
876

146

(367
)
 
F
F
*These are non-GAAP financial measures. See section entitled "Charges and Credits" for a reconciliation from GAAP.
"F" is used in most instances when variance is above 100%. Additionally, "U" is used in most instances when variance is below (100)%.

Prior period information has been restated for the adoption of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers and Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Postretirement Benefit Cost, which we adopted on January 1, 2018.

“2018 marked BHGE’s first full year as a combined company and it was a year of significant change and progress for us. We moved beyond the initial integration phase into the next chapter for BHGE. In November, our majority shareholder, GE, reduced their ownership from approximately 62.5% to approximately 50.4%, and we reached critical commercial agreements with GE that position our company for the future. The market environment changed significantly as we progressed through the year. Through these changes, we stayed focused on our priorities of gaining market share, running the company better to improve margin rates and improving cash generation. While there is more work to do, I am very pleased with how we executed for our customers and shareholders, and I am proud of what we accomplished in 2018,” said Lorenzo Simonelli, BHGE Chairman, President and Chief Executive Officer.
“In the fourth quarter, we achieved $6.9 billion in orders, our largest orders quarter in almost 3 years, with sequential growth in all four of our business segments. We delivered $6.3 billion in revenue and adjusted operating income in the quarter was $498 million. Free cash flow in the quarter was $876 million.
“For the total year 2018, orders were $23.9 billion, as we re-built our backlog, and we delivered $22.9 billion of revenue, as we captured market opportunities and grew our market share. In the year, we delivered $1.4 billion of adjusted operating income. We also achieved over $800 million of synergies, ahead of our target. Free cash flow was $1.2 billion in the year, which included approximately $473 million of restructuring, legal and deal related cash outflows.

2


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

“In Oilfield Services (OFS), we made significant progress on our objectives of gaining share in key markets, being closer to our customers and expanding margin rates. In the fourth quarter, we secured several important drilling, completions and artificial lift awards in the Middle East and Latin America and continued to deliver superior performance with our leading drilling systems for customers in North America.
“In Oilfield Equipment (OFE), our core focus in the year was to re-build backlog and set the business up for success in the coming years, and we executed very well on this plan. We saw strong orders in the fourth quarter rounding out a solid 2018. We won several important awards during the year, including 34 trees for India's Oil & Natural Gas Corporation's (ONGC) 98/2 project in the fourth quarter. In November, we launched Subsea Connect, a new approach to subsea development to improve the economics of offshore projects, which is gaining traction with our customers.
“Our Turbomachinery & Process Solutions (TPS) segment saw an improved LNG market in 2018. In the fourth quarter, we secured an award to provide modular turbocompressor technology for LNG Canada’s liquefaction plant in Kitimat, British Columbia, the largest LNG project to reach a positive Final Investment Decision (FID) globally since 2014.
"We also secured a number of key contracts in the pipeline market as demand in North America increased throughout 2018, and we continue to gain traction with our versatile lower megawatt NovaLT gas turbine product line.
“In Digital Solutions (DS), we stayed focused on gaining traction with our digital software offerings and launched several important partnerships to enhance our offerings. We also continued our focus on growing core hardware in our measurement and controls product lines across multiple industries, including automotive and consumer electronics.
“The market dynamics in the fourth quarter demonstrated the volatility in our industry. The recent decline in crude prices will have an impact on the more transactional markets of the United States, Canada and Latin America in the first half of 2019. We expect other international markets as well as offshore activity to remain relatively stable. We are seeing a positive change in the LNG market, with likely project sanctioning accelerating faster than we previously anticipated.
“We delivered a strong fourth quarter and finished out a solid 2018 for BHGE. I would like to thank the BHGE team for their hard work and dedication throughout the year. As we look forward to 2019, our core mission as a company is unchanged -- delivering productivity solutions to the oil and gas industry through differentiated technology and innovative commercial models. We are positioning the company to navigate a dynamic macroeconomic environment, while remaining focused on delivering for our customers and on our priorities of share, margins, and cash,” concluded Simonelli.





3


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Quarter Highlights

Customer Wins
BHGE’s OFS segment saw continued growth across its core well construction product lines. OFS was awarded a major conventional stimulation and well-testing contract by Saudi Aramco to enhance production from new and existing wells across conventional fields in Saudi Arabia. By integrating discrete products, services and capabilities, including cased-hole wireline logging, perforation, well testing, stimulation, fracturing and associated intervention services, into a single offering, BHGE will help Saudi Aramco reduce time, costs and complexity while increasing efficiency.
The OFS team also secured a number of artificial lift and completions contracts in the Middle East, demonstrating BHGE’s commitment to the region, including two major long-term contracts in Oman to provide electrical submersible pumps, power cables for conventional and high-temperature applications, and H-pumps. The Company also installed the first fit-for-purpose liner hanger system for a customer in Saudi Arabia and signed agreements to provide intelligent production systems in the United Arab Emirates.
In Latin America, OFS signed a four-year contract to provide drilling services, drill bits, drilling and completion fluids, cementing and completion solutions to a key customer in Colombia. Through this award, BHGE will support major drilling campaigns, develop new technology in partnership with the customer and support conventional operations.
BHGE’s OFE segment, together with McDermott International and L&T Hydrocarbon Engineering, was awarded the subsea contract for ONGC's largest deepwater project, the development of block DWN-98/2 in the Krishna Godavari basin. This represents the single largest subsea contract ever awarded by ONGC. BHGE’s scope will include subsea hardware including 34 deepwater trees, manifolds, controls, connection systems, subsea production systems installation tools and services, flexible risers and flowlines, and umbilical and topside controls. BHGE will also provide the pre-commissioning services for additional phases of the project. The project will leverage BHGE’s existing footprint in Kakinada for ongoing services.
OFE also won a contract for four trees in the North Sea for a major international customer, building on its continued success with this important customer and in North Sea tieback projects.
BHGE’s TPS business secured an award to supply modular turbocompressor technology for LNG Canada’s liquefaction plant in Kitimat, British Columbia, representing the largest LNG project to reach a positive FID globally since 2014, and the first large-scale LNG project to use modular liquefaction trains. BHGE's LMS 100 aeroderivative gas turbine was selected to maximize efficiency and lower the carbon footprint for the project, a critical element of the final investment decision.
TPS' Pipeline & Gas Processing business secured an important win to provide turbomachinery equipment for the Coastal GasLink pipeline project in Canada, which will transport natural gas from the Dawson Creek area to a facility near Kitimat to supply LNG Canada. BHGE will supply three PGT25 Plus aeroderivative gas turbines to drive a PCL603 pipeline compressor with a total capacity of 2.1 billion cubic feet (BCF) per day.
TPS won another pipeline award to provide two NovaLT 12 gas turbines for the Istrana project in Europe, marking the first time the technology will be used for pipeline compression. The NovaLT technology was selected due to its superior efficiency and performance ratings compared to the existing technology currently used in the pipeline.


4


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

BHGE’s DS segment continues to lead in Industrial IoT software deployments. This quarter the team secured several awards for Asset Performance Management (APM) solutions from downstream customers in North America, Europe and Latin America. APM analyzes the data captured from industrial sensors to improve maintenance strategies for reduced asset downtime. The result is lower maintenance costs and overall improved reliability for the customer’s operations.
DS' industrial inspection offerings continued to gain traction in the fourth quarter, with strong growth in the aviation sector in Asia and in the automotive sector in Europe.
Technology and Innovation
BHGE's OFE segment launched a new approach to subsea development, Subsea Connect. By combining planning and risk management, new modular deepwater technology, innovative partnerships and digital tools into a single offering, Subsea Connect can reduce the economic development point of subsea projects by an average of 30 percent and has the potential to unlock an additional 16 billion barrels of reserves globally. A cornerstone of the approach is the Aptara™ TOTEX-lite subsea system, which incorporates lightweight, modular technologies designed to make installation, production and intervention simpler and more efficient and cut the total cost of ownership in half.
TPS was selected by a customer in the Eastern Hemisphere to supply its LM9000 aeroderivative gas turbine technology for a large-scale LNG project. This marks the first time the LM9000 technology has been selected for an LNG application. This technology, which has been in development for several years, will be a key enabler to drive the project towards its final investment decision. The LM9000 is significantly more efficient, with a 50 percent increase in meantime between maintenance intervals versus current aeroderivative technology - the longest in the industry. With the ability to start in a fully pressurized condition, and 24-hour engine swap capability, the LM9000 can also reach over 99 percent availability for best-in-class total cost of ownership.
Executing for Customers
BHGE’s OFS business continues to deliver records with its world-class drilling portfolio. In the Marcellus and Utica, BHGE’s OFS teamed up with two operators to drill the longest single-run lateral for each basin. A customer in the Marcellus used BHGE’s leading rotary steerable system and a high-performance drilling motor to drill 18,353 feet in 76.5 drilling hours. This run also achieved a mile-a-day record, drilling 5,557 feet in a 24-hour period at the beginning of the run. In the Utica, a customer achieved the longest single run lateral by drilling 19,046 feet in 138.3 drilling hours.
BHGE’s TPS business has successfully started up the third train at the Yamal LNG project one year ahead of the original schedule, enabling the plant operations to reach full capacity of 16.5 million tons per annum in less than a year since launch. This milestone reflects a strong focus on execution and working closely with the customer to address some of the world’s most challenging environmental and technical obstacles.



5


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Consolidated Results by Reporting Segment*
Consolidated Orders by Reporting Segment
(in millions)
Three Months Ended
 
Variance
Consolidated segment orders
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Oilfield Services
$
3,051

$
3,011

$
2,765

 
1
%
10
 %
Oilfield Equipment
1,041

553

515

 
88
%
102
 %
Turbomachinery & Process Solutions
2,123

1,552

1,728

 
37
%
23
 %
Digital Solutions
668

629

694

 
6
%
(4
)%
Total
$
6,884

$
5,746

$
5,701

 
20
%
21
 %

Orders for the quarter were $6,884 million, up 20% sequentially and up 21% year-over-year. The sequential increase was a result of higher volume across all product companies, driven primarily by Oilfield Equipment and Turbomachinery & Process Solutions. Equipment orders were up 44% sequentially and service orders were up 4%.
Year-over-year, the orders growth was driven by Oilfield Equipment, Turbomachinery & Process Solutions, and Oilfield Services, partially offset by a decline in Digital Solutions orders. Year-over-year equipment orders were up 44% and service orders were up 5%.
The Company's total book-to-bill ratio in the quarter was 1.1; the equipment book-to-bill ratio in the quarter was 1.2.
Remaining Performance Obligations (RPO) in the fourth quarter ended at $21.0 billion, an increase of $0.2 billion from the third quarter of 2018. Equipment RPO was $5.8 billion, up 6% sequentially. Services RPO was $15.2 billion, down 1% sequentially.
Consolidated Revenue by Reporting Segment
(in millions)
Three Months Ended
 
Variance
Consolidated segment revenue
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Oilfield Services
$
3,062

$
2,993

$
2,781

 
2
%
10
 %
Oilfield Equipment
729

631

650

 
16
%
12
 %
Turbomachinery & Process Solutions
1,782

1,389

1,651

 
28
%
8
 %
Digital Solutions
691

653

717

 
6
%
(4
)%
Total
$
6,264

$
5,665

$
5,799

 
11
%
8
 %
Revenue for the quarter was $6,264 million, an increase of $599 million, or 11%, sequentially. The increase was driven primarily by higher volume across all product lines. Oilfield Services was up 2%, Oilfield Equipment was up 16%, Turbomachinery & Process Solutions was up 28% and Digital Solutions was up 6%.
Compared to the same quarter last year, revenue was up 8%. Oilfield Services was up 10%, Oilfield Equipment was up 12% and Turbomachinery & Process Solutions was up 8%, partially offset by Digital Solutions down 4%.

6


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Consolidated Operating Income (Loss) by Reporting Segment
(in millions)
Three Months Ended
 
Variance
Segment operating income (loss)
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Oilfield Services
$
224

$
231

$
102

 
(3
)%
120
 %
Oilfield Equipment
12

6

(1
)
 
115
 %
F

Turbomachinery & Process Solutions
257

132

157

 
94
 %
64
 %
Digital Solutions
115

106

118

 
8
 %
(3
)%
Total segment operating income
609

475

376

 
28
 %
62
 %
Corporate
(110
)
(98
)
(92
)
 
(13
)%
(20
)%
Inventory impairment
(16
)
(12
)
(126
)
 
(31
)%
87
 %
Amortization of inventory fair value adjustment


(87
)
 
 %
100
 %
Restructuring, impairment & other charges
(59
)
(66
)
(119
)
 
11
 %
50
 %
Merger and related costs
(41
)
(17
)
(63
)
 
U

35
 %
Operating income (loss)
382

282

(111
)
 
35
 %
F

Adjusted operating income**
$
498

$
377

$
284

 
32
 %
75
 %
**Non-GAAP measure (see Table 1a in the section entitled “Charges and Credits” for a reconciliation from GAAP).
"F" is used in most instances when variance is above 100%. Additionally, "U" is used in most instances when variance is below (100)%.
On a GAAP basis, operating income for the fourth quarter of 2018 was $382 million. Operating income increased $100 million sequentially and $493 million year-over-year. Total segment operating income was $609 million for the fourth quarter of 2018, up 28% sequentially and up 62% year-over-year.
Adjusted operating income (a non-GAAP measure) for the fourth quarter of 2018 was $498 million, which excludes adjustments totaling $116 million before tax, mainly related to restructuring charges, merger and related costs, and inventory impairments. A complete list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1a in the section entitled “Charges and Credits.” Adjusted operating income for the fourth quarter was up $121 million, or 32% sequentially, driven by margin expansion across Turbomachinery & Process Solutions, Digital Solutions and Oilfield Equipment, partially offset by Oilfield Services. Adjusted operating income was up $214 million, or 75% year-over-year driven by margin expansion in all segments.
Depreciation and amortization for the fourth quarter of 2018 was $352 million.
Corporate costs were $110 million in the fourth quarter of 2018, up 13% sequentially and up 20% year-over-year.

7


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Other Financial Items

Income tax expense in the fourth quarter of 2018 was $173 million, which included a $17 million expense related to U.S. tax reform in December 2017.

GAAP diluted earnings per share were $0.28. Adjusted diluted earnings per share were $0.26. Excluded from adjusted diluted earnings per share were all items listed in Table 1a in the section entitled "Charges and Credits" as well as the "other adjustments (non-operating)" found in Table 1b.
Cash flows generated from operating activities were $1,090 million for the fourth quarter of 2018. Free cash flow (a non-GAAP measure) for the quarter was $876 million. Free cash flow included $111 million of merger and restructuring-related cash payments. A reconciliation from GAAP has been provided in Table 1c in the section entitled "Charges and Credits."
Capital expenditures, net of proceeds from disposal of assets, were $214 million for the fourth quarter of 2018.


8


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Results by Reporting Segment
The following segment discussions and variance explanations are intended to reflect management's view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.
Oilfield Services
(in millions)
Three Months Ended
 
Variance
Oilfield Services
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Revenue
$
3,062

$
2,993

$
2,781

 
2
 %
10
%
Operating income
$
224

$
231

$
102

 
(3
)%
120
%
Operating income margin
7.3
%
7.7
%
3.7
%
 
(0.4)pts

3.6pts

Oilfield Services (OFS) revenue of $3,062 million for the fourth quarter increased by $70 million, or 2%, sequentially.
North America revenue was $1,230 million, up 2% sequentially. International revenue was $1,832 million, an increase of 3% sequentially, driven by Asia Pacific, the Middle East and Sub-Saharan Africa. From a product line perspective, the sequential increase of 2% in OFS was driven primarily by Artificial Lift, Drilling Services, and Pressure Pumping, partially offset by lower Completions activity.
Segment operating income before tax for the quarter was $224 million. Operating income for the fourth quarter of 2018 was down $7 million, or 3%, sequentially, primarily driven by product mix.
Oilfield Equipment
(in millions)
Three Months Ended
 
Variance
Oilfield Equipment
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Orders
$
1,041

$
553

$
515

 
88
%
102
%
Revenue
$
729

$
631

$
650

 
16
%
12
%
Operating income (loss)
$
12

$
6

$
(1
)
 
115
%
F

Operating income (loss) margin
1.7
%
0.9
%
(0.2
)%
 
0.8pts

1.9pts

Oilfield Equipment (OFE) orders were up $526 million, or 102%, year-over-year, driven primarily by higher equipment order intake. Equipment orders were up over 100% driven by higher order volume in the Subsea Production Systems business. The equipment book-to-bill ratio in the quarter was 1.7. Services orders were up 6% primarily driven by higher order intake in the Drilling Systems and Flexible Pipe businesses.
OFE revenue of $729 million for the quarter increased $79 million, or 12%, year-over-year. The increase was driven by higher volume in the Subsea Production Systems business, Surface Pressure Control business, and Subsea Drilling Systems business. These increases were partially offset by lower volume in the Flexible Pipe business.

9


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Segment operating income before tax for the quarter was $12 million, up $13 million year-over-year. The increase was driven by higher volume and higher cost productivity.
Turbomachinery & Process Solutions
(in millions)
Three Months Ended
 
Variance
Turbomachinery & Process Solutions
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Orders
$
2,123

$
1,552

$
1,728

 
37
%
23
%
Revenue
$
1,782

$
1,389

$
1,651

 
28
%
8
%
Operating income
$
257

$
132

$
157

 
94
%
64
%
Operating income margin
14.4
%
9.5
%
9.5
%
 
4.9pts

4.9pts

Turbomachinery & Process Solutions (TPS) orders were up 23% year-over-year. Equipment orders were up 52% driven by higher order intake for LNG equipment. Service orders were up 2% driven primarily by higher contractual service orders, and higher upgrades.
TPS revenue of $1,782 million for the quarter increased $131 million, or 8%, year-over-year. The increase was driven by higher Services volume and upgrades, partially offset by lower equipment and installation revenue. Equipment revenue in the quarter represented 43% of total segment revenue, and Service revenue represented 57% of total segment revenue.
Segment operating income before tax for the quarter was $257 million, up $100 million, or 64%, year-over-year. The increase was driven primarily by higher volume and productivity partially offset by foreign exchange losses.
Digital Solutions
(in millions)
Three Months Ended
 
Variance
Digital Solutions
December 31, 2018
September 30, 2018
December 31, 2017
 
Sequential
Year-over-year
Orders
$
668

$
629

$
694

 
6
%
(4
)%
Revenue
$
691

$
653

$
717

 
6
%
(4
)%
Operating income
$
115

$
106

$
118

 
8
%
(3
)%
Operating income margin
16.7
%
16.3
%
16.5
%
 
0.4pts

0.2pts

Digital Solutions (DS) orders were down 4% year-over-year, driven primarily by lower order intake in the Controls and Pipeline and Process Solutions businesses.
DS revenue of $691 million for the quarter decreased 4% year-over-year, mainly driven by the Bently Nevada and Controls businesses.
Segment operating income before tax for the quarter was $115 million, down 3% year-over-year. The decrease year-over-year was primarily driven by lower volume.
*Certain columns and rows may not sum up due to the use of rounded numbers.

10


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

2018 Total Year Combined Business Basis Results*
 
Twelve Months Ended
 
 
 
Combined business basis**
Variance
Orders
December 31, 2018
December 31, 2017
Year-over-year
Oilfield Services
$
11,569

$
10,426

11%
Oilfield Equipment
3,129

2,548

23%
Turbomachinery and Process Solutions
6,624

5,932

12%
Digital Solutions
2,583

2,916

(11)%
Total Orders
$
23,904

$
21,821

10%

 
 
 
Revenue



Oilfield Services
$
11,617

$
10,361

12%
Oilfield Equipment
2,641

2,661

(1)%
Turbomachinery and Process Solutions
6,015

6,295

(4)%
Digital Solutions
2,604

2,524

3%
Total Revenue
$
22,877

$
21,841

5%

 
 
 
Segment operating income (loss)



Oilfield Services
$
785

$
292

169%
Oilfield Equipment

26

(100)%
Turbomachinery and Process Solutions
621

665

(7)%
Digital Solutions
390

320

22%
Total segment operating income
1,796

1,302

38%
Corporate
(405
)
(446
)
9%
Inventory impairment and related charges
(105
)
(244
)
57%
Restructuring, impairment & other charges
(433
)
(569
)
24%
Merger and related costs
(153
)
(453
)
66%
Operating income (loss)
701

(409
)
F
Adjusted operating income(a)
$
1,391

$
856

62%
(a) Adjusted operating income, a non-GAAP measure, excludes inventory impairment, restructuring, impairment & other charges, and merger and related costs from GAAP operating income (loss).
*Certain columns and rows may not sum up due to the use of rounded numbers.

**On July 3, 2017, we closed our previously announced transaction to combine the Oil & Gas business of General Electric Company ("GE Oil & Gas") and Baker Hughes Incorporated ("Baker Hughes"). Combined business results combine the results of GE Oil & Gas with Baker Hughes as if the closing date had occurred on the first day of all periods presented.


11


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Charges & Credits*
Table 1a. Reconciliation of GAAP and Adjusted Operating Income/(Loss)

 
Three Months Ended
(in millions)
December 31, 2018
September 30, 2018
December 31, 2017
Operating income (loss) (GAAP)
$
382

$
282

$
(111
)
Merger, integration & separation related costs
41

17

63

Restructuring & other
59

66

119

Amortization of inventory fair value adjustment


87

Inventory impairment
16

12

126

Total operating income adjustments
116

95

395

Adjusted operating income (non-GAAP)
$
498

$
377

$
284


Table 1a reconciles operating income (loss), which is the directly comparable financial result determined in accordance with Generally Accepted Accounting Principles (GAAP), to adjusted operating income (loss) (a non-GAAP financial measure). Adjusted operating income excludes the impact of certain identified items.
Table 1b. Reconciliation of GAAP and Non-GAAP Net Income/(Loss)
 
Three Months Ended
(in millions, except per share amounts)
December 31, 2018
September 30, 2018
December 31, 2017
Net income attributable to BHGE (GAAP)
$
131

$
13

$
31

Total operating income adjustments (identified items)
116

95

395

Other adjustments (non-operating) (1)
(152
)
85

(120
)
Tax on total adjustments
(3
)
(5
)
(25
)
Total adjustments, net of income tax
(39
)
175

250

Less: adjustments attributable to noncontrolling interests
(27
)
109

216

Adjustments attributable to BHGE
(12
)
66

34

Adjusted net income attributable to BHGE (non-GAAP)
$
120

$
78

$
65


 
 
 

 
 
 
Denominator:
 
 
 
Weighted-average shares of Class A common stock outstanding diluted
463

414

427

Adjusted earnings per Class A share— diluted (non-GAAP)
$
0.26

$
0.19

$
0.15

(1) 
4Q'18: Primarily driven by gain on sale of business; 3Q'18: Driven by charges related to BJ Services; 4Q'17: Primarily driven by the impact of US tax reform.
Table 1b reconciles net income (loss) attributable to BHGE, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income (loss) attributable to BHGE (a non-GAAP financial measure). Adjusted net income (loss) attributable to BHGE excludes the impact of certain identified items.


12


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 


Table 1c. Reconciliation of Cash Flow From Operating Activities to Free Cash Flow
 
Three Months Ended
Twelve Months Ended December 31, 2018
(in millions)
December 31, 2018
September 30, 2018
December 31, 2017
Cash flow from (used in) operating activities (GAAP)
$
1,090

$
239

$
(215
)
$
1,762

Add: cash used in capital expenditures, net of proceeds from disposal of assets
(214
)
(94
)
(152
)
(537
)
Free cash flow (non-GAAP)
$
876

$
146

$
(367
)
$
1,225

Table 1c reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow (a non-GAAP financial measure). Free cash flow is defined as net cash flows from (used in) operating activities less expenditures for capital assets plus proceeds from disposal of assets.
 
Management provides non-GAAP financial measures in Tables 1a, 1b, and 1c because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance and liquidity, and that these measures may be used by investors to make informed investment decisions.
*Certain columns and rows may not sum up due to the use of rounded numbers.



13


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Financial Tables (GAAP)
Condensed Consolidated and Combined Statements of Income (Loss)
(Unaudited)
 
Three Months Ended
(In millions, except per share amounts)
December 31, 2018
September 30, 2018
December 31, 2017
Revenue
$
6,264

$
5,665

$
5,799

Costs and expenses:
 
 
 
Cost of revenue
5,028

4,692

4,940

Selling, general and administrative expenses
754

608

788

Restructuring, impairment and other
59

66

119

Merger and related costs
41

17

63

Total costs and expenses
5,882

5,383

5,910

Operating income (loss)
382

282

(111
)
Other non operating income, net
152

6

18

Interest expense, net
(59
)
(55
)
(56
)
Income (loss) before income taxes and equity in loss of affiliate
474

233

(149
)
Equity in income (loss) of affiliate

(85
)
2

Benefit (provision) for income taxes
(173
)
(110
)
67

Net income (loss)
302

38

(80
)
Less: Net income (loss) attributable to noncontrolling interests
171

25

(111
)
Net income attributable to BHGE
$
131

$
13

$
31

 
 
 
 
Per share amounts:
 
 
Basic and diluted income per Class A common share
$
0.28

$
0.03

$
0.07

 
 
 
 
Cash dividend per Class A common share
$
0.18

$
0.18

$
0.18

 
 
 
 

Prior period information has been restated for the adoption of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers and Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Postretirement Benefit Cost, which we adopted on January 1, 2018.









14


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Condensed Consolidated and Combined Statements of Income (Loss)
(Unaudited)

Year Ended December 31,
(In millions, except per share amounts)
2018
2017
2016
Revenue:




Sales of goods
$
13,113

$
11,062

$
9,462

Sales of services
9,764

6,117

3,620

Total revenue
22,877

17,179

13,082

Costs and expenses:




Cost of revenue
18,891

14,143

10,150

Selling, general and administrative expenses
2,699

2,535

1,926

Restructuring, impairment and other
433

412

516

Merger and related costs
153

373

33

Total costs and expenses
22,176

17,463

12,625

Operating income (loss)
701

(284
)
457

Other non operating income, net
202

80

3

Interest expense, net
(223
)
(131
)
(102
)
Income (loss) before income taxes and equity in loss of affiliate
680

(335
)
358

Equity in loss of affiliate
(139
)
(11
)

Provision for income taxes
(258
)
(45
)
(173
)
Net income (loss)
283

(391
)
185

Less: Net income attributable to GE O&G pre-merger

42

254

Less: Net income (loss) attributable to noncontrolling interests
88

(330
)
(69
)
Net income (loss) attributable to Baker Hughes, a GE company
$
195

$
(103
)
$


 
 
 
Per share amounts:
 
 
 
Basic income (loss) per Class A common share
$
0.46

$
(0.24
)

Diluted income (loss) per Class A common share
$
0.45

$
(0.24
)
 

 
 
 
Cash dividend per Class A common share
$
0.72

$
0.35


Special dividend per Class A common share


$
17.50



15


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Condensed Consolidated and Combined Statements of Financial Position
(Unaudited)
 
December 31,
(In millions)
2018
2017
ASSETS
Current Assets:
 
 
Cash, cash equivalents and restricted cash (1)
$
3,723

$
7,030

Current receivables, net
5,969

6,015

Inventories, net
4,620

4,507

All other current assets
659

872

Total current assets
14,971

18,424

Property, plant and equipment, less accumulated depreciation
6,228

6,959

Goodwill
20,717

19,927

Other intangible assets, net
5,719

6,358

Contract and other deferred assets
1,894

2,044

All other assets
2,910

2,788

Total assets (1)
$
52,439

$
56,500

LIABILITIES AND EQUITY
Current Liabilities:
 
 
Accounts payable
$
4,025

$
3,377

Short-term debt and current portion of long-term debt (1)
942

2,037

Progress collections and deferred income
1,765

1,775

All other current liabilities
2,288

2,038

Total current liabilities
9,020

9,227

Long-term debt
6,285

6,312

Liabilities for pensions and other employee benefits
1,018

1,172

All other liabilities
1,103

1,379

Equity
35,013

38,410

Total liabilities and equity
$
52,439

$
56,500


(1) 
Total assets include $896 million and $1,124 million of assets held on behalf of GE, of which $747 million and $997 million is cash and cash equivalents and $149 million and $127 million is investment securities at December 31, 2018 and December 31, 2017, respectively, and a corresponding amount of liability is reported in short-term borrowings.

Prior period information has been restated for the adoption of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers and Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Postretirement Benefit Cost, which we adopted on January 1, 2018.



16


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Condensed Consolidated and Combined Statements of Cash Flows
(Unaudited)
 
December 31,
(In millions)
2018
2017
Cash flows from operating activities:
 
 
Net income (loss)
$
283

$
(391
)
Adjustments to reconcile net loss to net cash flows from (used in) operating activities:
 
 
Depreciation and amortization
1,486

1,103

Working capital and other operating items, net
(7
)
(1,511
)
Net cash flows from (used in) operating activities
1,762

(799
)
Cash flows from investing activities:
 
 
Expenditures for capital assets
(995
)
(665
)
Proceeds from disposal of assets
458

172

Net cash paid for acquisitions
(89
)
(3,365
)
Other investing items, net
48

(265
)
Net cash flows used in investing activities
(578
)
(4,123
)
Cash flows from financing activities:
 
 
Repayment of long-term debt
(684
)
(177
)
Dividends paid
(315
)
(155
)
Distributions to noncontrolling interest
(495
)
(251
)
Repurchase of Class A common stock
(387
)
(174
)
Repurchase of common units from GE by BHGE LLC

(2,099
)
(303
)
Net transfer from Parent

1,498

Contribution received from GE

7,400

Other financing items, net
(383
)
3,081

Net cash flows from (used in) financing activities
(4,363
)
10,919

Effect of currency exchange rate changes on cash, cash equivalents and restricted cash
(128
)
52

Increase (decrease) in cash, cash equivalents and restricted cash
(3,307
)
6,049

Cash, cash equivalents and restricted cash, beginning of period
7,030

981

Cash, cash equivalents and restricted cash, end of period
$
3,723

$
7,030


Prior period information has been restated for the adoption of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers and Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Postretirement Benefit Cost, which we adopted on January 1, 2018.


17


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Supplemental Financial Information
Supplemental financial information can be found on the Company’s website at: investors.bhge.com in the Financial Information section under Quarterly Results.
Conference Call and Webcast
The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 8:30 a.m. Eastern time, 7:30 a.m. Central time on Thursday, January 31, 2019, the content of which is not part of this earnings release. A slide presentation providing summary financial and statistical information that will be discussed on the call will also be posted to the Company’s website and available for real-time viewing at investors.bhge.com. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bhge.com. An archived version of the webcast will be available on the website for one month following the webcast.
Forward-Looking Statements
This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2017; the Company's subsequent quarterly reports on Form 10-Q for the quarterly period ended March 31, 2018, June 30, 2018 and September 31, 2018; the Company's current report Form 8-K filed on November 13, 2018; and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bhge.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement.

Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

These forward-looking 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 with GE Oil & Gas, including operations, technologies, products and services.

Economic and political conditions - the impact of worldwide economic conditions; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions.


18


Baker Hughes, a GE company News Release
 
Baker Hughes, a GE company Announces Fourth Quarter and Total Year 2018 Results
 

Dependence on GE - any failure by GE to supply products and services to us in accordance with applicable contractual terms could have a material effect on our business.
Orders and RPO - our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.

Oil and gas market conditions - the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand 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; liquefied 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 affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.

Terrorism and 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 incidents or attacks; epidemic outbreaks.
# # #
Baker Hughes, a GE company (NYSE: BHGE) is the world’s first and only fullstream provider of integrated oilfield products, services and digital solutions. We deploy minds and machines to enhance customer productivity, safety and environmental stewardship, while minimizing costs and risks at every step of the energy value chain. With operations in over 120 countries, we infuse over a century of experience with the spirit of a startup - inventing smarter ways to bring energy to the world. For more information on Baker Hughes, a GE company visit: www.bhge.com.


19