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BKRBaker Hughes

Energy · Oilfield Equipment · Nasdaq
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The 10-K against last year's

171 changes: 33 added, 38 removed, 99 reworded, 1 quiet changes

10-K Feb 5, 2026 vs Feb 4, 2025
Risk FactorsRedline ↓
27.2%
of the text changed · 10,586 words now
28.0%
of the text changed · 7,705 words now
Legal ProceedingsRedline ↓
39.5%
of the text changed · 873 words now
Accounting PoliciesRedline ↓
10.4%
of the text changed · 3,864 words now

10-K 0001701605-26-000007 (2026-02-05) vs 10-K 0001701605-25-000035 (2025-02-04)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 325 words changed in this paragraph; it is 51% similar to last year's version.
In 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 EU Emission and UK Emissions Trading System; Systems; the EU Methane Regulation; Article 8 of the EU Energy Efficiency Directive and the United Kingdom's UK's Streamlined Energy and Carbon Reporting framework; and the EU's EU and the UK's carbon border adjustment mechanism. mechanisms. Caps or fees on carbon emissions, including in the U.S. (such as methane fees imposed on emissions from 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. While the Supreme Court's decision in Loper Bright Enterprises v. Raimondo Regulatory disclosure requirements related to overrule Chevron 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 agencies sustainability matters and administration 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.

Source: Item 1A, 10-K 0001701605-26-000007 vs Item 1A, 10-K 0001701605-25-000035

Accounting Policies 131 words changed in this paragraph; it is 42% similar to last year's version.
The Company files U.S. federal and state income tax returns which primarily includes its distributive share of items of income, gain, loss, and deduction of Prior to 2023, Baker Hughes Holdings LLC ("BHH LLC"), its the Company's wholly owned primary operating company and a wholly owned subsidiary of the Company since December 2022, which subsidiary, was treated as a partnership for U.S. tax purposes until December 30, 2023. Effective December 30, 2023, the Company and various subsidiaries completed a reorganization that resulted in BHH LLC no longer being treated as a partnership for U.S. tax purposes. As a partnership, BHH LLC was not subject to U.S. federal income tax under current tax. Effective December 30, 2023, the Company completed a reorganization that resulted in BHH LLC no longer being treated as a partnership for U.S. tax laws. However, as of December 31, 2023, BHH LLC purposes and is now included and taxed as part of the Company's consolidated U.S. tax return. Non-U.S. current and deferred income taxes owed by the subsidiaries of BHH LLC are reflected in the Company's financial statements.

Source: Item 8, Note 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001701605-26-000007 vs Item 8, Note 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001701605-25-000035

Legal Proceedings 107 words changed in this paragraph; it is 37% similar to last year's version.
In the normal course of business with customers, vendors vendors, and others, the Company has entered into off-balance sheet arrangements, such as surety bonds for performance, letters of credit, and other bank issued guarantees. The Company also provides a guarantee to GE Vernova on behalf of a customer who entered into a financing arrangement with GE Vernova. Total off-balance sheet arrangements were approximately $5.6 billion at December 31, 2024. It is not practicable to estimate the fair value of these financial instruments. As of December 31, 2024, none of the off-balance sheet arrangements either has, or is likely to have, a material effect on the Company's financial position, results of operations or cash flows. The Company also had commitments outstanding for purchase obligations for each of the five years in the period ending December 31, 2029 of $1,855

Source: Item 3, via Note 19 – COMMITMENTS AND CONTINGENCIES, 10-K 0001701605-26-000007 vs Item 3, via Note 19 – COMMITMENTS AND CONTINGENCIES, 10-K 0001701605-25-000035

MD&A 103 words changed in this paragraph; it is 50% similar to last year's version.
An accounting policy is deemed to be critical if the nature of the estimate or assumption it incorporates is subject to a material level of judgment related to matters that are highly uncertain and changes in those estimates and assumptions are reasonably likely to materially impact our consolidated financial statements. These estimates reflect our best judgment about current, and for some estimates, future, economic and market conditions and their potential effects based on information available as of the date of these financial statements. If these conditions change from those expected, it is reasonably possible that the judgments and estimates described below could change, which may result in future impairments of goodwill, or the establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other effects. Also, see "Note 1. Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8 herein, which discusses our most significant accounting policies.

Source: Item 7, 10-K 0001701605-26-000007 vs Item 7, 10-K 0001701605-25-000035

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of BKR's Risk Factors and MD&A, 10-K 2026-02-05 against 10-K 2025-02-04. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
carbon economy has become increasingly uncertain and variable 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

Show the other 65
AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
corruption requirements could expose us to sanctions and civil and criminal prosecution, fines and penalties, as well as legal expenses and reputational harm that could negatively impact our relationships with customers, regulators, and other stakeholders.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
outcomes with respect to sites where we have been named as a potentially responsible party ("PRP"), (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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RewordedRisk Factors
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 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 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
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 response to changes in the market, customer requirements, competitive pressures, 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
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 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
Consequently, Regulatory disclosure requirements related to sustainability matters and 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
In addition, many of these products are used in inherently hazardous industries, such as environments across the energy and industrial sectors, including onshore and offshore oilfield business. oil and gas fields, LNG facilities, and other high-pressure or high-temperature applications.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
Increased cybersecurity vulnerabilities and threats, and more sophisticated and targeted cyber-attacks and other security incidents, pose risks to our and our customers', partners', collaborators', suppliers' and third-party service providers' systems, data, and business, and the confidentiality, availability, and integrity of our data, as well as the data of our employees, customers, suppliers, and our employees' and customers' data. other third-party business partners.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
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 and revenue goals, control costs, and avoid shortages or over-supply of raw materials and component parts, could be adversely affected.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
Any investigation of a cyber-attack or other security incident would be inherently unpredictable, and it would take time before the completion of any investigation and the availability of full and reliable information.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
Certain geopolitical conflicts, such as between Russia and Ukraine Ukraine, and between Israel instability, such 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
(such as methane Caps or fees imposed on carbon emissions from 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

Quiet changesRisk Factors
The implementation of our any plan to restructure our corporate organization and operating segments may not achieve the results we anticipate, which could adversely affect our business.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
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+").

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
•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.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
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 cash flow from operations, expected asset sales proceeds, and new debt financing. As a result, we entered into a senior unsecured 364-day bridge facility (the "Bridge Facility") and a senior unsecured delayed-draw term loan facility (the "DDTL"). The final structure of the new debt financing will be determined prior to transaction close. The incurrence of new indebtedness would increase our leverage and debt service requirements, which could impact our future financial condition and results of operations.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
In 2025, we entered into an agreement to acquire Chart. Under the terms of the agreement, we paid $258 million for the termination fee and the reimbursement of certain expenses on behalf of Chart to Flowserve Corporation ("Flowserve"), as a result of the termination of the merger agreement by and among Chart, Flowserve, and certain subsidiaries of Flowserve.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
working capital needs; meet contractual obligations; fund strategic growth initiatives, capital expenditures, and dividends; repay debt; repurchase our common stock; and support the development of our short-term and long-term operating strategies.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
Management has elected to include summarized financial information for the Issuers, notwithstanding that SEC Rule 13‑01 would otherwise permit its omission because the combined assets, liabilities, and results of operations of the Issuers are not materially different from the corresponding amounts presented in Baker Hughes Company's consolidated financial statements. We believe the information will be useful in connection with future debt financing activities associated with the Chart acquisition.

Read it in 10-K 2026-02-05 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
$265 million from the change in fair value for certain equity investments. Additionally, in December 2022, the Company, Baker Hughes Holdings, LLC ("BHH LLC") and GE entered into an agreement which resulted in the termination of the Tax Matters Agreement, and as a result, we incurred a charge of $81 million.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
In the conduct of all of our activities, we are committed to maintaining the core values of our Company, as well as high safety, ethical, and quality standards as also reported in our Quality Management System. We believe such a commitment is integral to running a sound, successful, and sustainable business. We devote significant resources to maintain a comprehensive global ethics and compliance program ("Compliance Program") which is designed to prevent, detect, and appropriately respond to any potential violations of the law, the Code of Conduct, and other Company policies and procedures.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•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.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•Global and independent structure of Chief Compliance Officer and other compliance professionals providing compliance advice, customized training and governance, as well as investigating allegations across all regions and countries where we do business.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•Comprehensive employee compliance training program that combines instructor-led and web-based training modules tailored to the key risks that employees face on an ongoing basis.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•Due diligence and monitoring procedures for third parties who conduct business on our behalf, including channel partners (sales representatives, distributors, resellers), and administrative service providers.

Read it in 10-K 2025-02-04 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 $ Change 2024 2023 From 2023 to 2024 Revenue Gas Technology Equipment $ 6,619 $ 5,693 $ 4,232 $ 1,461 926 Gas Technology Services 3,028 2,797 2,600 197 231 Total Gas Technology 9,647 8,490 6,832 1,658 1,157 Industrial Products 1,991 2,040 1,962 78 (49) Industrial Solutions 1,123 1,065 983 81 Controls (1) — 41 (41) 58 Total Industrial Technology 3,114 3,105 2,987 118 9 Climate Technology Solutions 647 605 326 279 42 Total $ 13,409 $ 12,201 10,145 2,055 $ 1,208 Cost of goods and services sold $ 9,594 $ 8,738 7,220 1,518 $ 856 Research and development costs 359 383 373 10 (24) Selling, general and administrative 1,215 1,250 1,242 8 Operating income $ 1,830 $ 1,310 $ 520 Operating margin (2) 15.0 % 12.9 % 2.1pts (35) Other (income) expense (8) — (8) Less:

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
The performance of our operating segments each segment 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, net other non-operating income (loss), costs associated with significant restructuring programs, depreciation and amortization, and unallocated corporate expenses, significant restructuring plans, impairment costs and other charges, inventory impairments, and certain gains and losses not allocated to the operating segments. income (expense).

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
We believe cash on hand, cash flows from operating activities, the available revolving credit facility, access to our uncommitted lines of credit, the Bridge Facility, the DDTL, and availability under our existing shelf registrations of debt will provide us with sufficient capital resources and liquidity in the short-term and long-term to manage our working capital needs, meet contractual obligations, fund capital expenditures and dividends, repay debt, repurchase our common stock, and support the development of our short-term and long-term operating strategies.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2024 2023 $ Change 2024 2023 From 2023 to 2024 Revenue Well Construction $ 4,145 $ 4,387 $ (242) Completions, Intervention, and Measurements 4,154 4,170 (16) Production Solutions 3,860 3,854 6 Subsea & Surface Pressure Systems 3,470 2,950 520 Total $ 15,628 $ 15,361 $ 268 Cost of goods and services sold $ 12,448 $ 12,282 $ 166 Research and development costs 260 278 (18) Selling, general and administrative 932 1,055 (123) Operating income $ 1,988 $ 1,746 $ 242 Operating margin (1) 12.7 % 11.4 % 1.3pts Less:

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2024 2023 $ Change 2024 2023 From 2023 to 2024 Revenue Gas Technology Equipment $ 5,693 $ 4,232 $ 1,461 Gas Technology Services 2,797 2,600 197 Total Gas Technology 8,490 6,832 1,658 Industrial Products 2,040 1,962 78 Industrial Solutions 1,065 983 81 Controls (1) — 41 (41) Total Industrial Technology 3,105 2,987 118 Climate Technology Solutions 605 326 279 Total $ 12,201 $ 10,145 $ 2,055 Cost of goods and services sold $ 8,738 $ 7,220 $ 1,518 Research and development costs 383 373 10 Selling, general and administrative 1,250 1,242 8 Operating income $ 1,830 $ 1,310 $ 520 Operating margin (2) 15.0 % 12.9 % 2.1pts Less:

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
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. inefficiencies.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
We recorded other non-operating income expense of $382 $243 million in 2024, 2025, which included $107 million of transaction costs related to business acquisition and disposal activities and a net gain loss of $367 $103 million from the change in fair value for certain of equity investments. securities.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Over time, we believe the world's global energy demand for energy will continue to rise, and that supported by durable, secular macroeconomic trends, with hydrocarbons will continuing to play a major fundamental role in meeting the world's energy needs for the foreseeable future. needs.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
We also have businesses within our portfolio that are exposed expect to see continued growth in new energy solutions, solutions specifically focused around on reducing carbon emissions of for the energy and broader industry, including: hydrogen; geothermal; industrial sectors.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
The valuation allowance allowances on the associated deferred tax assets has have been released as a result of the U.K. and the U.S. moving into a and/or maintaining cumulative three-year profit position, which is supported by positions, demonstrating an increasing pattern of profitability, along with recent demonstration of tax credit utilization, and the forecasted continuation of profitability in the U.S. both jurisdictions.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
While this would not be the sole determinate of the need for a valuation allowance, it does carry greater weight within the broader assessment when alongside other, more subjective evidence, including projections for future growth.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
We see continued sustained strength in LNG, Floating Production Storage LNG 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.

Read it in 10-K 2026-02-05 at sec.gov ↗

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