10-Q 1 bhge-2018093010xq.htm 10-Q Document
                  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-38143
Baker Hughes, a GE company
(Exact name of registrant as specified in its charter)
Delaware
81-4403168
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
 
 
 
17021 Aldine Westfield, Houston, Texas - 77073-5101
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 439-8600
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ
As of October 22, 2018, the registrant had outstanding 412,187,482 shares of Class A Common Stock, $0.0001 par value per share and 687,743,095 shares of Class B Common Stock, $0.0001 par value per share.



Baker Hughes, a GE company
Table of Contents

 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


                                                
BHGE 2018 Third Quarter FORM 10-Q | i



PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Baker Hughes, a GE company
Condensed Consolidated and Combined Statements of Income (Loss)
(Unaudited)


Three Months Ended September 30,
Nine Months Ended September 30,
(In millions, except per share amounts)
2018
2017
2018
2017
Revenue:






Sales of goods
$
3,142

$
3,110

$
9,421

$
7,619

Sales of services
2,523

2,191

7,191

3,761

Total revenue
5,665

5,301

16,612

11,380








Costs and expenses:



 
 
Cost of goods sold
2,819

2,587

8,371

6,377

Cost of services sold
1,873

1,762

5,491

2,826

Selling, general and administrative expenses
608

795

1,944

1,748

Restructuring, impairment and other
66

191

374

292

Merger and related costs
17

159

113

310

Total costs and expenses
5,383

5,494

16,293

11,553

Operating income (loss)
282

(193
)
319

(173
)
Other non operating income, net
6

4

51

62

Interest expense, net
(55
)
(41
)
(164
)
(75
)
Income (loss) before income taxes and equity in loss of affiliate
233

(230
)
206

(186
)
Equity in loss of affiliate
(85
)
(13
)
(139
)
(13
)
Provision for income taxes
(110
)
(114
)
(86
)
(112
)
Net income (loss)
38

(357
)
(19
)
(311
)
Less: Net income attributable to GE O&G pre-merger



42

Less: Net income (loss) attributable to noncontrolling interests
25

(223
)
(83
)
(219
)
Net income (loss) attributable to Baker Hughes, a GE company
$
13

$
(134
)
$
64

$
(134
)





 
 
Per share amounts:


 
 
Basic earnings (loss) per Class A common stock
$
0.03

$
(0.31
)
$
0.15

$
(0.31
)
Diluted earnings (loss) per Class A common stock
0.03

(0.31
)
0.15

(0.31
)





 
 
Cash dividend per Class A common stock
$
0.18

$
0.17

$
0.54

$
0.17

See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 1



Baker Hughes, a GE company
Condensed Consolidated and Combined Statements of Comprehensive Income (Loss)
(Unaudited)

 
Three Months Ended September 30,
Nine Months Ended September 30,
(In millions)
2018
2017
2018
2017
Net income (loss)
$
38

$
(357
)
$
(19
)
$
(311
)
Less: Net income attributable to GE O&G pre-merger



42

Less: Net income (loss) attributable to noncontrolling interests
25

(223
)
(83
)
(219
)
Net income (loss) attributable to Baker Hughes, a GE company
13

(134
)
64

(134
)
Other comprehensive income (loss):
 
 
 
 
Investment securities
(1
)
1

(3
)
2

Foreign currency translation adjustments
(88
)
265

(312
)
192

Cash flow hedges
(2
)
9

(1
)
17

Benefit plans
1

(4
)
3

(6
)
Other comprehensive income (loss)
(90
)
271

(313
)
205

Less: Other comprehensive loss attributable to GE O&G pre-merger



(69
)
Less: Other comprehensive income (loss) attributable to noncontrolling interests
(56
)
169

(195
)
172

Other comprehensive income (loss) attributable to Baker Hughes, a GE company
(34
)
102

(118
)
102

Comprehensive loss
(52
)
(86
)
(332
)
(106
)
Less: Comprehensive loss attributable to GE O&G pre-merger



(27
)
Less: Comprehensive loss attributable to noncontrolling interests
(31
)
(54
)
(278
)
(47
)
Comprehensive loss attributable to Baker Hughes, a GE company
$
(21
)
$
(32
)
$
(54
)
$
(32
)
See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 2



Baker Hughes, a GE company
Condensed Consolidated and Combined Statements of Financial Position
(Unaudited)
(In millions, except par value)
September 30, 2018
December 31, 2017
ASSETS
Current assets:
 
 
Cash, cash equivalents and restricted cash (1)
$
4,765

$
7,030

Current receivables, net
5,809

6,015

Inventories, net
4,681

4,507

All other current assets
863

872

Total current assets
16,118

18,424

Property, plant and equipment (net of accumulated depreciation of $3,517 and $2,817)
6,226

6,959

Goodwill
20,790

19,927

Other intangible assets, net
5,831

6,358

Contract and other deferred assets
2,001

2,044

All other assets
1,422

2,073

Deferred income taxes
1,212

715

Total assets (1)
$
53,600

$
56,500

LIABILITIES AND EQUITY
Current liabilities:
 
 
Accounts payable
$
3,686

$
3,377

Short-term debt and current portion of long-term debt (1)
1,000

2,037

Progress collections and deferred income
1,587

1,775

All other current liabilities
2,184

2,038

Total current liabilities
8,457

9,227

Long-term debt
6,293

6,312

Deferred income taxes
181

490

Liabilities for pensions and other postretirement benefits
1,082

1,172

All other liabilities
1,024

889

Equity:


Class A Common Stock, $0.0001 par value - 2,000 authorized, 412 issued and outstanding as of September 30, 2018


Class B Common Stock, $0.0001 par value - 1,250 authorized, 688 issued and outstanding as of September 30, 2018


Capital in excess of par value
14,575

15,083

Retained loss
(14
)
(103
)
Accumulated other comprehensive loss
(821
)
(703
)
Baker Hughes, a GE company equity
13,740

14,277

Noncontrolling interests
22,823

24,133

Total equity
36,563

38,410

Total liabilities and equity
$
53,600

$
56,500

(1) 
Total assets include $936 million and $1,124 million of assets held on behalf of GE, of which $780 million and $997 million is cash and cash equivalents and $156 million and $127 million is investment securities at September 30, 2018 and December 31, 2017, respectively, and a corresponding amount of liability is reported in short-term borrowings. See "Note 17. Related Party Transactions" for further details.
See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 3



Baker Hughes, a GE company
Condensed Consolidated and Combined Statements of Changes in Equity
(Unaudited)
(In millions, except per share amounts)
Class A
Common Stock
Class B
Common Stock
Capital
in Excess
of
Par Value
Parent's Net Investment
Retained
Loss
Accumulated
Other
Comprehensive
Loss
Non-controlling
Interests
Total Equity
Balance at December 31, 2017
$

$

$
15,083

$

$
(103
)
$
(703
)
$
24,133

$
38,410

Effect of adoption of ASU 2016-16 on taxes (1)





25


42

67

Comprehensive income (loss):
 
 
 
 
 
 
 
 
Net income (loss)
 
 
 
 
64

 
(83
)
(19
)
Other comprehensive loss
 
 
 
 
 
(118
)
(195
)
(313
)
Cash dividends to Class A Common Stock ($0.54 per share)
 
 
(224
)





 
(224
)
Repurchase and cancellation of Class A and Class B common stock
 
 
(374
)



(626
)
(1,000
)
Stock-based compensation cost
 
 
90





90

Distribution to noncontrolling interests
 
 
 
 
 
 
(400
)
(400
)
Other
 
 
 



(48
)
(48
)
Balance at September 30, 2018
$

$

$
14,575

$

$
(14
)
$
(821
)
$
22,823

$
36,563


(In millions, except per share amounts)
Class A
Common Stock
Class B
Common Stock
Capital
in Excess
of
Par Value
Parent's Net Investment
Retained
Loss
Accumulated
Other
Comprehensive
Loss
Non-controlling
Interests
Total Equity
Balance at June 30, 2018
$

$

$
14,625

$

$
(27
)
$
(787
)
$
23,006

$
36,817

Comprehensive income (loss):
 
 
 
 
 
 
 
 
Net income
 
 
 
 
13

 
25

38

Other comprehensive loss
 
 
 
 
 
(34
)
(56
)
(90
)
Cash dividend to Class A Common Stock ($0.18 per share)
 
 
(74
)
 




(74
)
Stock-based compensation cost
 
 
31

 


 
31

Distribution to noncontrolling interests
 
 

 


(147
)
(147
)
Other
 
 
(7
)
 


(5
)
(12
)
Balance at September 30, 2018
$

$

$
14,575

$

$
(14
)
$
(821
)
$
22,823

$
36,563

(1) 
See "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" for further details.
See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.


                                                
BHGE 2018 Third Quarter FORM 10-Q | 4



Baker Hughes, a GE company
Condensed Consolidated and Combined Statements of Changes in Equity
(Unaudited)
(In millions, except per share amounts)
Class A
Common Stock
Class B
Common Stock
Capital
in Excess
of
Par Value
Parent's Net Investment
Retained
Loss
Accumulated
Other
Comprehensive
Loss
Non-controlling
Interests
Total Equity
Balance at December 31, 2016
$

$

$

$
16,001

$

$
(1,888
)
$
167

$
14,280

Comprehensive income (loss):
 
 
 
 
 
 
 
 
Net income



42



4

46

Other comprehensive income (loss)





(69
)
3

(66
)
Changes in Parent's net investment



1,939




1,939

Net activity related to noncontrolling interests
 
 
 
 
 
 
4

4

Balance at June 30, 2017



17,982


(1,957
)
178

16,203

Changes in Parent's net investment
 
 
 
(1,164
)
 
(13
)
 
(1,177
)
Cash contribution received from GE
 
 
 
7,400

 
 
 
7,400

Conversion of Parent's net investment into noncontrolling interest and issuance of Class B common stock
 
 
 
(24,218
)
 
 
24,218


Issuance of Class A common stock on acquisition of Baker Hughes

 
24,798

 
 
 
76

24,874

Special dividend ($17.5 per share)
 
 
(7,498
)
 
 
 
 
(7,498
)
Reallocation of equity based on ownership of GE and previous Bakers Hughes stockholders
 
 
(1,850
)
 
 
1,234

616


Activity after business combination of July 3, 2017:
 
 
 
 
 
 
 


Comprehensive income (loss):
 
 
 
 
 
 
 


Net loss
 
 
 
 
(134
)
 
(223
)
(357
)
Other comprehensive income
 
 
 
 
 
102

169

271

Stock based compensation cost
 
 
23

 
 
 
 
23

Cash dividend ($0.17 per share)
 
 
(76
)
 
 
 
(122
)
(198
)
Net activity related to noncontrolling interests
 
 
(92
)
 
 

(116
)
(208
)
Balance at September 30, 2017
$

$

$
15,305

$

$
(134
)
$
(634
)
$
24,796

$
39,333

See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 5



Baker Hughes, a GE company
Condensed Consolidated and Combined Statements of Cash Flows
(Unaudited)

Nine Months Ended September 30,
(In millions)
2018
2017
Cash flows from operating activities:
 
 
Net loss
$
(19
)
$
(311
)
Adjustments to reconcile net loss to net cash flows from (used in) operating activities:
 
 
Depreciation and amortization
1,133

716

Provision for deferred income taxes
(312
)
(29
)
Changes in operating assets and liabilities:


Current receivables
(36
)
(250
)
Inventories
(335
)
195

Accounts payable
458

84

Progress collections and deferred income
(198
)
(92
)
Contract and other deferred assets
53

(558
)
Other operating items, net
(71
)
(340
)
Net cash flows from (used in) operating activities
673

(585
)
Cash flows from investing activities:
 
 
Expenditures for capital assets
(653
)
(417
)
Proceeds from disposal of assets
330

76

Net cash paid for acquisitions
(20
)
(3,365
)
Other investing items, net
139

(173
)
Net cash flows used in investing activities
(204
)
(3,879
)
Cash flows from financing activities:
 
 
Net repayments of short-term debt and other borrowings
(319
)
(325
)
Repayment of long-term debt
(673
)

Dividends paid
(224
)
(76
)
Distributions to noncontrolling interest
(400
)
(122
)
Contribution received from GE

7,400

Net transfer from Parent

1,574

Repurchase of Class A common stock
(387
)

Repurchase of GE common units by BHGE LLC
(638
)

Other financing items, net
(6
)
(239
)
Net cash flows from (used in) financing activities
(2,647
)
8,212

Effect of currency exchange rate changes on cash, cash equivalents and restricted cash
(87
)
48

Increase (decrease) in cash, cash equivalents and restricted cash
(2,265
)
3,796

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

981

Cash, cash equivalents and restricted cash, end of period
$
4,765

$
4,777

Supplemental cash flows disclosures:


Income taxes paid
$
305

$
122

Interest paid
$
218

$
31


See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 6



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE BUSINESS
Baker Hughes, a GE company (the Company, BHGE, we, us, or our), was formed on October 28, 2016, for the purpose of facilitating the combination of Baker Hughes Incorporated, a Delaware corporation (Baker Hughes), and the oil and gas business (GE O&G) of General Electric Company (GE). On July 3, 2017, we completed the combination of GE O&G and Baker Hughes (the Transactions) resulting in substantially all of the business of GE O&G and of Baker Hughes being transferred to a subsidiary of the Company, Baker Hughes, a GE company, LLC (BHGE LLC). GE has approximately 62.5% of economic interest in BHGE LLC and the Company has approximately 37.5% economic interest in BHGE LLC, held indirectly. We are a world-leading, fullstream oilfield technology provider that has a unique mix of equipment and service capabilities. We conduct business in more than 120 countries and employ approximately 65,000 employees.
BASIS OF PRESENTATION
BHGE, through two wholly owned subsidiaries, holds a minority economic interest in BHGE LLC, however, we conduct and exercise full control over all activities of BHGE LLC, without the approval of any other member. Accordingly, we consolidate the financial results of BHGE LLC and report a noncontrolling interest in our condensed consolidated and combined financial statements for the economic interest in BHGE LLC not held by us. We consider BHGE LLC to be a consolidated variable interest entity (VIE). We are a holding company and have no material assets other than our ownership interest in BHGE LLC and certain intercompany and tax related balances. BHGE LLC is a Securities and Exchange Commission (SEC) Registrant with separate filing requirements with the SEC and its separate financial information can be obtained from www.sec.gov. The results of operations for the nine months ended September 30, 2018 may not be comparable to the results of operations for the nine months ended September 30, 2017 as it excludes the results of Baker Hughes prior to the date of the business combination.
The accompanying unaudited condensed consolidated and combined financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. and such principles, U.S. GAAP) and pursuant to the rules and regulations of the SEC for interim financial information. All intercompany accounts and transactions have been eliminated. In the opinion of management, the condensed consolidated and combined financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations, financial position and cash flows of the Company and its subsidiaries for the periods presented and are not indicative of the results that may be expected for a full year.
The Company's financial statements have been prepared on a consolidated basis, effective July 3, 2017, following consummation of the Transactions. Under this basis of presentation, our financial statements consolidate all of our subsidiaries (entities in which we have a controlling financial interest, most often because we hold a majority voting interest). All subsequent periods will also be presented on a consolidated basis. For all periods prior to July 3, 2017, the Company's financial statements were prepared on a combined basis. The combined financial statements combine certain accounts of GE and its subsidiaries that were historically managed as part of its Oil & Gas business and contributed to BHGE LLC as part of the Transactions (refer to "Note 3. Business Acquisition" for further details on the Transactions). Additionally, it also includes certain assets, liabilities and results of operations of other businesses of GE that were also contributed to BHGE LLC as part of the Transactions on a fully retrospective basis (in accordance with the guidance applicable to transactions between entities under common control) based on their carrying values, as reflected in the accounting records of GE. The condensed consolidated and combined statements of income (loss) reflect intercompany expense allocations made to us by GE for certain corporate functions and for shared services provided by GE. See "Note 17. Related Party Transactions" for further information on expenses allocated by GE. The historical financial results in the condensed consolidated and combined financial statements presented may not be indicative of the results that would have been achieved had GE O&G operated as a separate, stand-alone entity during those periods.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 7



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

In the notes to unaudited condensed consolidated and combined financial statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. Certain columns and rows in our financial statements and notes thereto may not add due to the use of rounded numbers.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Please refer to "Note 1. Basis of Presentation and Summary of Significant Accounting Policies," to our consolidated and combined financial statements from our Annual Report on Form 10-K for the year ended December 31, 2017 (2017 Annual Report) for the discussion of our significant accounting policies. Please refer to the 'New Accounting Standards Adopted' section of this Note for changes to our accounting policies.
Cash, Cash Equivalents and Restricted Cash
As of September 30, 2018, and December 31, 2017, we had $1,119 million and $1,190 million, respectively, of cash held in bank accounts that cannot be released, transferred or otherwise converted into a currency that is regularly transacted internationally, due to lack of market liquidity, capital controls or similar monetary or exchange limitations limiting the flow of capital out of the jurisdiction. These funds are available to fund operations and growth in these jurisdictions and we do not currently anticipate a need to transfer these funds to the U.S. Included in these amounts is $593 million and $764 million, as of September 30, 2018 and December 31, 2017, respectively, held on behalf of GE.
Cash, cash equivalents and restricted cash includes a total of $780 million and $997 million of cash at September 30, 2018 and December 31, 2017, respectively, held on behalf of GE, and a corresponding liability is reported in short-term borrowings. See "Note 17. Related Party Transactions" for further details.

As a result of adopting Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-18, Statement of Cash Flows: Restricted Cash, we reclassified our restricted cash of $7 million from ‘all other assets’ to cash, cash equivalents and restricted cash as of December 31, 2017. At September 30, 2018, such cash is no longer considered restricted in nature.
NEW ACCOUNTING STANDARDS ADOPTED
On January 1, 2018, we adopted the FASB ASU No. 2014-09, Revenue from Contracts with Customers, and the related amendments (ASC 606). We elected to adopt the new standard using the full retrospective method, where the standard was applied to each prior reporting period presented and the cumulative effect of applying the standard was recognized at January 1, 2016. In addition, we elected the practical expedient for contract modifications, which essentially means that the terms of the contract that existed at the beginning of the earliest period presented can be assumed to have been in place since the inception of the contract (i.e., not practical to separately evaluate the effects of all prior contract modifications). This standard requires us to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfer to a customer. As a result of adoption of the standard, we changed the presentation of our financial statements, including: (1) timing of revenue recognition, and (2) changes in classification between revenue and costs. The standard has no cash impact and, as such, does not affect the economics of our underlying customer contracts. Our policy on recognizing revenue is as follows:

                                                
BHGE 2018 Third Quarter FORM 10-Q | 8



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Revenue from Sale of Equipment
Performance Obligations Satisfied Over Time

We recognize revenue on agreements for sales of goods manufactured to unique customer specifications, including long-term construction projects, on an over-time basis utilizing cost inputs as the measurement criteria in assessing the progress toward completion. Our estimate of costs to be incurred to fulfill our promise to a customer is based on our history of manufacturing or constructing similar assets for customers and is updated routinely to reflect changes in quantity or pricing of the inputs. We begin to recognize revenue on these contracts when the contract specific inventory becomes customized for a customer, which is reflective of our initial transfer of control of the incurred costs. We provide for potential losses on any of these agreements when it is probable that we will incur the loss.

Our billing terms for these over-time contracts vary, but are generally based on achieving specified milestones. The differences between the timing of our revenue recognized (based on costs incurred) and customer billings (based on contractual terms) results in changes to our contract asset or contract liability positions.
Performance Obligations Satisfied at a Point In Time

We recognize revenue for non-customized equipment at the point in time that the customer obtains control of the good, which is no earlier than when the customer has physical possession of the product. Equipment for which we recognize revenue at a point in time include goods we manufacture on a standardized basis for sale to the market. We use proof of delivery for certain large equipment with more complex logistics associated with the shipment, whereas the delivery of other equipment is determined based on historical data of transit times between regions.
  
On occasion we sell products with a right of return. We use our accumulated experience to estimate and provide for such returns when we record the sale. In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur.

Our billing terms for these point in time equipment contracts vary, but are generally based on shipment of the goods to the customer.

Revenue from Sale of Services
Performance Obligations Satisfied Over Time

Revenue on Oilfield Services is recognized on an overtime basis as performed. We also sell product services under long-term product maintenance or extended warranty agreements in our Turbomachinery & Process Solutions and Oilfield Equipment segments. These agreements require us to maintain the customers' assets over the service agreement contract terms, which generally range from 10 to 20 years. In general, these are contractual arrangements to provide services, repairs, and maintenance of a covered unit (gas turbines for mechanical drive or power generation, primarily on LNG applications, drilling rigs). These services are performed at various times during the life of the contract, thus the costs of performing services are incurred on other than a straight-line basis. We recognize related sales based on the extent of our progress toward completion measured by actual costs incurred in relation to total expected costs. We provide for any loss that we expect to incur on any of these agreements when that loss is probable. BHGE utilizes historical customer data, prior product performance data, statistical analysis, third-party data, and internal management estimates to calculate contract-specific margins. In certain contracts, the total transaction price is variable based on customer utilization, which is excluded from the contract margin until the period that the customer has utilized to appropriately reflect the revenue activity in the period earned.

Our billing terms for these contracts are generally based on the occurrence of a major maintenance event within the contract or asset utilization (i.e. usage per hour). The differences between the timing of our revenue recognized

                                                
BHGE 2018 Third Quarter FORM 10-Q | 9



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

(based on costs incurred) and customer billings (based on contractual terms) results in changes to our contract asset or contract liability positions.
Performance Obligations Satisfied at a Point In Time

We sell certain tangible products, largely spare equipment, through our services business. We recognize revenues for this equipment at the point in time that the customer obtains control of the good, which is at the point in time we deliver the spare part to the customer. Our billing terms for these point in time service contracts vary, but are generally based on shipment of the goods to the customer.
Impact of Adoption
As a result of the adoption of the standard, the timing of revenue recognition on our long-term product service agreements is affected. Although we continue to recognize revenue over time on these contracts, there are changes to how contract modifications, termination clauses and purchase options are accounted for by us. In particular, under the previous standard, the cumulative impact from a contract modification on revenue already recorded is recognized in the period in which the modification is agreed. Under the new standard, the impact from certain types of modifications is recognized over the remaining life of the contract.
The change in historical periods to our statements of income (loss) related to the adoption of the standard is summarized below (in millions, except per share amounts):
 
Three Months Ended
 
Year Ended
 
December 31, 2017
September 30, 2017
June 30, 2017
March 31, 2017

December 31, 2017
December 31, 2016
Revenue:
 
 
 
 
 
 
 
Sales of goods
$
86

$
13

$
37

$
27

 
$
163

$
(26
)
Sales of services
(50
)
(86
)
(33
)
(74
)
 
(243
)
(161
)
Total revenue
36

(73
)
4

(47
)
 
(80
)
(187
)
 
 
 
 
 
 
 
 
Operating loss
(14
)
(64
)
(6
)
(91
)
 
(175
)
(226
)
 
 
 
 
 
 
 
 
Net income (loss)
1

(84
)
(10
)
(57
)
 
(150
)
(149
)
Net income (loss) attributable to BHGE
1

(31
)


 
(30
)

 
 
 
 
 
 
 
 
Per share amounts:
 
 
 
 
 
 
 
Basic and diluted loss per Class A common stock

(0.07
)
 
 
 
(0.07
)
 

                                                
BHGE 2018 Third Quarter FORM 10-Q | 10



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

The increase (decrease) to our statement of financial position related to the adoption of the standard is summarized below:

December 31, 2017
ASSETS
 
Current receivables, net
$
1

Inventories, net
(83
)
Contract and other deferred assets
(701
)
Deferred income taxes
233

 
 
LIABILITIES AND EQUITY
 
Progress collections and deferred income
$
394

All other current liabilities
(64
)
Deferred income taxes
(34
)
All other liabilities
(83
)
Baker Hughes, a GE company equity
(432
)
Noncontrolling interests
(331
)

The cumulative impact to our retained earnings (included in our net parent investment) as of January 1, 2016 was a reduction of $432 million.
On January 1, 2018, we adopted the FASB ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. The ASU eliminated the deferral of tax effects of intra-entity asset transfers other than inventory. As a result, the tax expense from the intercompany sale of assets, other than inventory, and associated changes to deferred taxes are recognized when the sale occurs even though the pre-tax effects of the transaction have not been recognized. The effect of the adoption of the standard was an increase to retained earnings of $25 million and an increase to noncontrolling interest of $42 million as of January 1, 2018 with no other impact to our financial statements. Future earnings will be reduced in total by this amount. The effect of the change on future transactions will depend on the nature and amount of future transactions as it will affect the timing of recognition of both tax expenses and tax benefits, with no change in the associated cash flows.
On January 1, 2018, we adopted the FASB ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changed the income statement presentation of net periodic benefit cost by requiring separation between the service cost component and all other components. The service cost component is presented as an operating expense with other similar compensation costs arising for services rendered by the pertinent employees during the period. The non operating components are presented outside of income from operations.
The change in historical periods to our statements of income (loss) related to the adoption of ASU No. 2017-07 is summarized below:
 
Three Months Ended
 
Year Ended
 
December 31, 2017
September 30, 2017
June 30, 2017
March 31, 2017

December 31, 2017
December 31, 2016
Operating income (loss)
$
(5
)
$
(7
)
$
9

$
2

 
$
(1
)
$
24

Non operating income (loss)
5

7

(9
)
(2
)
 
1

(24
)
NEW ACCOUNTING STANDARDS TO BE ADOPTED

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU provides that the stranded tax effects from the Tax Cuts and Jobs Act on the balance of other comprehensive

                                                
BHGE 2018 Third Quarter FORM 10-Q | 11



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

earnings may be reclassified to retained earnings. The ASU is effective for periods beginning after December 15, 2018, with an election to adopt early. The ASU is not expected to have a material effect to our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In July 2018, the FASB issued an ASU that added an alternative transition method, which allows companies to apply the provisions of the new leasing standard on January 1, 2019 through recognition of a cumulative-effect adjustment to retained earnings as of January 1, 2019 (i.e. without retrospectively adjusting comparative periods). We intend to apply this alternative transition method. We are currently in the process of accumulating and evaluating all the necessary information required to properly account for our lease portfolio under the new standard. Additionally, we are implementing an enterprise-wide lease management system to support the ongoing accounting requirements. While we continue to evaluate the effect of the standard on our ongoing financial reporting, we anticipate that the adoption of the ASU is expected to result in the recognition of right of use asset and related liability in the range of approximately $600 million and $750 million with an estimated immaterial effect to our retained earnings and cash flows.

All other new accounting pronouncements that have been issued but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.
NOTE 2. REVENUE RELATED TO CONTRACTS WITH CUSTOMERS
DISAGGREGATED REVENUE
We disaggregate our revenue from contracts with customers by primary geographic markets.
 
Three Months Ended September 30,
Nine Months Ended September 30,
Total Revenue
2018
2017
2018
2017
U.S.
$
1,675

$
1,415

$
4,718

$
2,837

Non-U.S.
3,990

3,886

11,894

8,543

Total
$
5,665

$
5,301

$
16,612

$
11,380

REMAINING PERFORMANCE OBLIGATIONS
As of September 30, 2018, the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was $20.8 billion. We expect to recognize revenue of approximately 45%, 62% and 89% of the total remaining performance obligations within 2, 5, and 15 years, respectively, and the remaining thereafter. Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related remaining performance obligations.
NOTE 3. BUSINESS ACQUISITION
On July 3, 2017, we closed the Transactions to combine GE O&G and Baker Hughes. The Transactions were executed using a partnership structure, pursuant to which GE O&G and Baker Hughes each contributed their operating assets to a newly formed partnership, BHGE LLC. The fair value of the consideration exchanged was $24,798 million.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 12



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

The tables below present the fair value of assets acquired and liabilities assumed and the associated fair value of the noncontrolling interest related to the acquired net assets of Baker Hughes. The final determination of the fair value of assets and liabilities was concluded in the second quarter of 2018.
Identifiable assets acquired and liabilities assumed
Fair value at July 3, 2017
Assets
 
Cash and equivalents
$
4,133

Current receivables
2,342

Inventories
1,712

Property, plant and equipment
4,514

Intangible assets (1)
4,005

All other assets
1,335

Liabilities
 
Accounts payable
(1,213
)
Borrowings
(3,370
)
Deferred income taxes (2)
(258
)
Liabilities for pension and other postretirement benefits
(654
)
All other liabilities
(1,676
)
Total identifiable net assets
$
10,870

Noncontrolling interest associated with net assets acquired
(35
)
Goodwill (3)
13,963

Total purchase consideration
$
24,798

(1) 
Intangible assets, as provided in the table below, are recorded at fair value, as determined by management based on available information. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. We consider the Baker Hughes trade name to be an indefinite life intangible asset, which will not be amortized and will be subject to an annual impairment test.
 
Fair Value
Estimated Weighted
Average Life (Years)
Trade name - Baker Hughes
$
2,100

Indefinite life
Customer relationships
1,240

15
Patents and technology
465

10
In-process research and development
70

Indefinite life
Capitalized software
64

2
Trade names - other
45

10
Favorable lease contracts & others
21

10
Total
$
4,005

 
(2) 
Includes approximately $500 million of net deferred tax liabilities related to the fair value of intangible assets included in the purchase consideration and approximately $242 million of other net deferred tax assets, including non-U.S. loss carryforwards net of valuation allowances partially offset by liabilities for unrecognized benefits.
(3) 
Goodwill represents the excess of the total purchase consideration over fair value of the net assets recognized and represents the future economic benefits that we believe will result from combining the operations of GE O&G and Baker Hughes, including expected future synergies and operating efficiencies. Goodwill resulting from the Transactions has been primarily allocated to the Oilfield Services segment, of which $67 million is deductible for tax purposes. See "Note 7. Goodwill and Other Intangible Assets" for allocation of goodwill to all the segments.

During the six months ended June 30, 2018, the Company made measurement period adjustments to reflect facts and circumstances in existence as of the acquisition date. These adjustments resulted in an increase in goodwill from December 31, 2017 of $911 million primarily due to a reduction in the fair value of property, plant and equipment of $362 million, equity method investments of $228 million, intangible assets of $123 million and an

                                                
BHGE 2018 Third Quarter FORM 10-Q | 13



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

increase in other liabilities of $314 million primarily related to uncertain tax positions, warranty, and other sundry liabilities. As a result of the decrease in property, plant and equipment and intangible assets during the six months ended June 30, 2018, we recorded a cumulative decrease to depreciation and amortization expense of $33 million.  We reclassified certain balances to conform to our current presentation.
INCOME TAXES
BHGE LLC is treated as a partnership for U.S. federal income tax purposes. As such, BHGE LLC is not itself subject to U.S. federal income tax under current U.S. tax laws. BHGE LLC's foreign subsidiaries, however, have incurred current and deferred foreign income taxes. The members of BHGE LLC are each required to take into account for U.S. federal income tax purposes their distributive share of the items of income, gain, loss and deduction of BHGE LLC, which generally includes our U.S. operations. BHGE and GE are each taxed on their distributive share of income and gain, whether or not a corresponding amount of cash or other property is distributed to them. For assets held indirectly by BHGE LLC through subsidiaries, the taxes attributable to those subsidiaries will be reflected in our condensed consolidated and combined financial statements.
MERGER AND RELATED COSTS
Acquisition costs of $17 million and $159 million, during the three months ended September 30, 2018 and 2017, respectively, and $113 million and $310 million during the nine months ended September 30, 2018 and 2017, respectively, were expensed as incurred and were reported as merger and related costs. Such costs include professional fees of advisors and integration and synergy costs related to the combination of Baker Hughes and GE O&G.
UNAUDITED PRO FORMA INFORMATION
The following unaudited pro forma information has been presented as if the Transactions occurred on January 1, 2016. This information has been prepared by combining the historical results of GE O&G and historical results of Baker Hughes. The unaudited pro forma combined financial data for all periods presented were adjusted to give effect to pro forma events that 1) are directly attributable to the Transactions, 2) factually supportable, and 3) expected to have a continuing impact on the consolidated results of operations. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change and the impact of such changes may be material. The unaudited pro forma results do not include any incremental cost savings that may result from the integration.
The unaudited combined pro forma information is for informational purposes only and is not necessarily indicative of what the combined company's results actually would have been had the acquisition been completed as of the beginning of the periods as indicated. In addition, the unaudited pro forma information does not purport to project the future results of the combined company.

Significant adjustments to the pro forma information below include recognition of non-recurring direct incremental acquisition costs in 2016 and exclusion of those costs from all other periods presented; amortization associated with an estimate of the acquired intangible assets and reduction of interest expense for fair value adjustments to debt.
 
Three Months Ended September 30, 2017
Nine Months Ended September 30, 2017
Revenue
$
5,301

$
16,042

Net loss
(198
)
(401
)
Net loss attributable to the Company
(75
)
(109
)
Basic loss per Class A common stock
(0.17
)
(0.26
)
Diluted loss per Class A common stock (1)
(0.17
)
(0.26
)


                                                
BHGE 2018 Third Quarter FORM 10-Q | 14



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

(1) 
The calculation of diluted loss per Class A common stock excludes shares potentially issuable under stock-based incentive compensation plans and the exchange of Class B common stock with Class A common stock under the Exchange Agreement, as their effect, if included, would be anti-dilutive.
NOTE 4. BUSINESS HELD FOR SALE
On July 18, 2018, we announced the agreement to sell our Natural Gas Solutions (NGS) business for a sales price of $375 million. NGS is part of our Turbomachinery & Process Solutions (TPS) segment and provides commercial and industrial products such as gas meters, chemical injection pumps, pipeline repair products and electric actuators. As of September 30, 2018, the disposal group met the criteria to be classified as held for sale and was reported at its carrying amount which is lower than its fair value less costs to sell. The transactions closed during the first week of October 2018. The gain on sale will be recorded in the fourth quarter of 2018 after allocation of relevant foreign currency translation adjustments and goodwill related to this business.
The following table presents information related to the assets and liabilities of the NGS business that was classified as held for sale and reported in 'all other current assets' and 'all other current liabilities' in our condensed consolidated and combined statement of financial position as of September 30, 2018:
Assets and liabilities of business held for sale
Carrying value at September 30, 2018
Assets
 
Current receivables
$
26

Inventories
27

Property, plant and equipment
29

Intangible assets
42

All other assets
1

Total assets held for sale
$
125

 
 
Liabilities
 
Accounts payable
$
12

All other liabilities
10

Total liabilities held for sale
$
21

 
 
Total net assets held for sale
$
104

NOTE 5. CURRENT RECEIVABLES
Current receivables are comprised of the following:
 
September 30, 2018
December 31, 2017
Customer receivables
$
4,789

$
4,700

Related parties
675

801

Other
674

844

Total current receivables
6,138

6,345

Less: Allowance for doubtful accounts
(329
)
(330
)
Total current receivables, net
$
5,809

$
6,015

Customer receivables are recorded at the invoiced amount. Related parties primarily consists of amounts owed to us by GE. The "Other" category primarily consists of advance payments to suppliers, indirect taxes and other tax receivables.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 15



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

NOTE 6. INVENTORIES
Inventories, net of reserves of $455 million and $360 million as of September 30, 2018 and December 31, 2017, respectively, are comprised of the following:
 
September 30, 2018
December 31, 2017
Finished goods
$
2,626

$
2,577

Work in process and raw material
2,055

1,930

Total inventories, net
$
4,681

$
4,507

We recorded inventory impairments of $12 million in each of the three months ended September 30, 2018 and 2017, and $88 million and $31 million during the nine months ended September 30, 2018 and 2017, respectively, as a result of certain restructuring activities initiated by the Company. Charges for inventory impairments are reported in the "Cost of goods sold" caption of the condensed consolidated and combined statements of income (loss).
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
The changes in the carrying value of goodwill are detailed below by segment:

Oilfield Services
Oilfield Equipment
Turbo-machinery & Process Solutions
Digital Solutions
Total
Balance at December 31, 2016, gross
$
2,779

$
3,852

$
1,814

$
1,989

$
10,434

Accumulated impairment at December 31, 2016
(2,633
)
(867
)

(254
)
(3,754
)
Balance at December 31, 2016
146

2,985

1,814

1,735

6,680

Acquisition (1)
13,052




13,052

Currency exchange and others
7

49

92

47

195

Balance at December 31, 2017
13,205

3,034

1,906

1,782

19,927

Purchase accounting adjustments (1)
(154
)
242

394

429

911

Currency exchange and others
3

(16
)
(24
)
(11
)
(48
)
Balance at September 30, 2018
$
13,054

$
3,260

$
2,276

$
2,200

$
20,790

(1) 
Includes goodwill associated with the acquisition of Baker Hughes. The final determination of fair value of the assets and liabilities and the related goodwill associated with the acquisition of Baker Hughes was concluded in the second quarter of 2018. Of the total goodwill of $13,963 million resulting from the acquisition of Baker Hughes, $12,898 million is allocated to our Oilfield Services segment and the remainder to our other segments based on the expected benefit from the synergies of the acquisition.
We test goodwill for impairment annually in the third quarter of each year using data as of July 1 of that year, which would include consideration of any segment realignment. The impairment test consists of two steps: in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied only when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit's assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill. We determined fair values for each of the reporting units using a combination of the market approach and the income approach. We assessed the valuation methodologies based upon the relevance and available data and have weighted the results appropriately.
Valuations using the market approach were derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses was based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of

                                                
BHGE 2018 Third Quarter FORM 10-Q | 16



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

products and services. A market approach is limited to reporting units for which there are publicly traded companies that have the characteristics similar to our businesses.
Under the income approach, fair value was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We used our internal forecasts to estimate future cash flows and included an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derived our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We used discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 10% to 11.5%. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.
We performed our annual impairment test of goodwill as of July 1, 2018 for all four of our reporting units.  The step one impairment test was performed considering macroeconomic and industry conditions, overall financial performance of the reporting unit and long-term forecasts, among other factors, all of which require considerable judgment. Based on the results of our step one testing, the fair values of each of the four reporting units exceeded their carrying values; therefore, the second step of the impairment test was not required to be performed for any of our reporting units and no goodwill impairment was recognized. 
As of September 30, 2018, we believe that the goodwill is recoverable for all four reporting units, however, there can be no assurances that the goodwill will not be impaired in future periods.
OTHER INTANGIBLE ASSETS
Intangible assets are comprised of the following:
 
September 30, 2018
December 31, 2017
 
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
Technology
$
1,115

$
(517
)
$
598

$
1,177

$
(440
)
$
737

Customer relationships
3,120

(922
)
2,198

3,202

(819
)
2,383

Capitalized software
1,123

(800
)
323

1,130

(697
)
433

Trade names and trademarks
702

(225
)
477

757

(159
)
598

Other
14

(1
)
13

10


10

Finite-lived intangible assets
6,074

(2,465
)
3,609

6,276

(2,115
)
4,161

Indefinite-lived intangible assets (1)
2,222


2,222

2,197


2,197

Total intangible assets
$
8,296

$
(2,465
)
$
5,831

$
8,473

$
(2,115
)
$
6,358

(1) 
Indefinite-lived intangible assets are principally comprised of the Baker Hughes trade name.
Intangible assets are generally amortized on a straight-line basis with estimated useful lives ranging from 1 to 30 years. Amortization expense for the three months ended September 30, 2018 and 2017 was $112 million and $152 million, respectively, and $352 million and $301 million, for the nine months ended September 30, 2018 and 2017, respectively. In addition, we incurred $11 million and $80 million of accelerated amortization during the three and nine months ended September 30, 2018, respectively, primarily related to trade names and technology that we ceased to use during the nine months of 2018 as a result of the combination of Baker Hughes and GE O&G.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 17



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Estimated amortization expense for the remainder of 2018 and each of the subsequent five fiscal years is expected to be as follows:
Year
Estimated Amortization Expense
Remainder of 2018
$
89

2019
354

2020
316

2021
272

2022
233

2023
215

NOTE 8. CONTRACT AND OTHER DEFERRED ASSETS
A majority of our long-term product service agreements relate to our Turbomachinery & Process Solutions segment. Contract assets reflect revenue earned in excess of billings on our long-term contracts to construct technically complex equipment, long-term product maintenance or extended warranty arrangements and other deferred contract related costs. Contract assets are comprised of the following:
 
September 30, 2018
December 31, 2017
Long-term product service agreements
$
608

$
589

Long-term equipment contract revenue (1)
1,127

1,095

Contract assets (total revenue in excess of billings) (2)
1,735

1,684

Deferred inventory costs (3) 
251

360

Non-recurring engineering costs
15


Contract and other deferred assets
$
2,001

$
2,044

(1) 
Reflects revenue earned in excess of billings on our long-term contracts to construct technically complex equipment.
(2) 
Contract assets (total revenue in excess of billings) were $1,233 million as of January 1, 2017.
(3) 
Deferred inventory costs were $276 million as of January 1, 2017, which represents cost deferral for shipped goods and other costs where the criteria for revenue recognition has not yet been met.
Revenue recognized during the three months ended September 30, 2018 and 2017 from performance obligations satisfied (or partially satisfied) in previous periods related to our long-term service agreements was $3 million and $10 million, respectively, and $25 million and $50 million during the nine months ended September 30, 2018 and 2017, respectively. This includes revenue recognized from revisions to cost or billing estimates that may affect a contract’s total estimated profitability resulting in an adjustment of earnings.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 18



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

NOTE 9. PROGRESS COLLECTIONS AND DEFERRED INCOME
Contract liabilities include progress collections, which reflects billings in excess of revenue, and deferred income on our long-term contracts to construct technically complex equipment, long-term product maintenance or extended warranty arrangements. Contract liabilities are comprised of the following:
 
September 30, 2018
December 31, 2017
Progress collections
$
1,433

$
1,456

Deferred income
154

319

Progress collections and deferred income (contract liabilities) (1)
$
1,587

$
1,775

(1) 
Progress collections and deferred income (contract liabilities) were $2,038 million at January 1, 2017.
Revenue recognized during the three months ended September 30, 2018 and 2017 that was included in the contract liabilities at the beginning of the period was $281 million and $254 million, respectively, and $1,287 million and $1,289 million, during the nine months ended September 30, 2018 and 2017, respectively.
NOTE 10. BORROWINGS
Short-term and long-term borrowings are comprised of the following:
 
September 30, 2018
December 31, 2017
Short-term borrowings
 
 
Short-term bank borrowings
$
20

$
171

Current portion of long-term borrowings

639

Short-term borrowings from GE
936

1,124

Other borrowings
44

103

Total short-term borrowings
$
1,000

$
2,037

 
 
 
Long-term borrowings
 
 
3.2% Senior Notes due August 2021
$
524

$
526

   2.773% Senior Notes due December 2022
1,245

1,244

8.55% Debentures due June 2024
132

135

   3.337% Senior Notes due December 2027
1,342

1,342

6.875% Notes due January 2029
295

308

5.125% Notes due September 2040
1,307

1,311

4.08% Senior Notes due December 2047
1,336

1,337

Capital leases
107

87

Other long-term borrowings
5

22

Total long-term borrowings
6,293

6,312

Total borrowings
$
7,293

$
8,349

BHGE LLC has a five-year $3 billion committed unsecured revolving credit facility (the 2017 Credit Agreement) with commercial banks maturing in July 2022. The 2017 Credit Agreement contains certain customary representations and warranties, certain affirmative covenants and no negative covenants. Upon the occurrence of certain events of default, our obligations under the 2017 Credit Agreement may be accelerated. Such events of default include payment defaults to lenders under the 2017 Credit Agreement, and other customary defaults. No such events of default have occurred. During the nine months ended September 30, 2018, there were no borrowings under the 2017 Credit Agreement.

BHGE LLC has a commercial paper program under which it may issue from time to time up to $3 billion in commercial paper with maturities of no more than 397 days. At September 30, 2018, we had no borrowings outstanding under the commercial paper program. The maximum combined borrowing at any time under both the 2017 Credit Agreement and the commercial paper program is $3 billion.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 19



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements


Concurrent with the Transactions associated with the acquisition of Baker Hughes on July 3, 2017, Baker Hughes Co-Obligor, Inc. became a co-obligor, jointly and severally with BHGE LLC, on our registered debt securities.  This co-obligor is a 100%-owned finance subsidiary of BHGE LLC that was incorporated for the sole purpose of serving as a co-obligor of debt securities and has no assets or operations other than those related to its sole purpose. Baker Hughes Co-Obligor, Inc. is also a co-obligor of the $3,950 million senior notes issued in December 2017 by BHGE LLC in a private placement and subsequently registered in January 2018.
The estimated fair value of total borrowings at September 30, 2018 and December 31, 2017 was $6,983 million and $8,466 million, respectively. For a majority of our borrowings the fair value was determined using quoted period-end market prices. Where market prices are not available, we estimate fair values based on valuation methodologies using current market interest rate data adjusted for our non-performance risk.
See "Note 17. Related Party Transactions" for additional information on the short-term borrowings from GE.
NOTE 11. EMPLOYEE BENEFIT PLANS
Certain of our U.S. employees are covered under various U.S. GE employee benefit plans, including GE's retirement plans (pension, retiree health and life insurance, and savings benefit plans). In addition, certain United Kingdom (UK) employees participate in the GE UK Pension Plan. We are allocated relevant participation costs for these GE employee benefit plans as part of multi-employer plans. As such, we have not recorded any liabilities associated with our participation in these plans. Expenses associated with our participation in these plans was $46 million and $35 million in the three months ended September 30, 2018 and 2017, respectively, and $126 million and $106 million in the nine months ended September 30, 2018 and 2017, respectively.
In addition to these GE plans, certain of our employees are also covered by company sponsored employee defined benefit plans. These defined benefit plans include seven U.S. plans and six non-U.S. plans, primarily in the UK, Germany, and Canada, all with plan assets or obligations greater than $20 million. We use a December 31 measurement date for these plans. These defined benefit plans generally provide benefits to employees based on formulas recognizing length of service and earnings.
The components of net periodic cost (benefit) of plans sponsored by us are as follows for the three and nine months ended September 30, 2018 and 2017:

Three Months Ended September 30,
Nine Months Ended September 30,

2018
2017
2018
2017
Service cost
$
5

$
16

$
15

$
24

Interest cost
18

18

54

32

Expected return on plan assets
(30
)
(31
)
(90
)
(51
)
Amortization of net actuarial loss
2

4

6

9

Net periodic cost (benefit)
$
(5
)
$
7

$
(15
)
$
14


The service cost component of the net periodic cost (benefit) is included in operating income (loss) and all other components are included in non operating income (loss) in our condensed consolidated and combined statements of income (loss).

NOTE 12. INCOME TAXES
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (U.S. tax reform). In 2017, the impact of U.S. tax reform was recorded on a provisional basis as the legislation provides for additional guidance to be issued by the U.S. Department of the Treasury on several provisions including the computation of the transition tax which could impact the calculation of the transition tax charge and the revaluation of deferred taxes. In addition, analysis

                                                
BHGE 2018 Third Quarter FORM 10-Q | 20



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

performed and conclusions reached as part of the tax return filing process and additional guidance on accounting for tax reform could affect the provisional amount.
Additionally, as part of U.S. tax reform, the U.S. has enacted a tax on "base eroding" payments from the U.S. (i.e. Base Erosion Anti-Abuse Tax (“BEAT”)) and a minimum tax on foreign earnings (global intangible low-taxed income). Due to the fact certain aspects of the new law and the effect on our operations are uncertain and the accounting rules associated with this provision have not been resolved, we did not make a provisional accrual for the deferred tax aspects of this provision and have not yet made an accounting policy election on the deferred tax treatment of this tax.
For the quarter ended September 30, 2018, income tax expense was $110 million compared to a tax expense of $114 million for the prior year quarter. The difference between the U.S. statutory tax rate of 21% and the current effective tax rate is primarily due to $82 million related to losses with no tax benefit due to valuation allowances.
For the nine months ended September 30, 2018, income tax expense was $86 million compared to a tax expense of $112 million for the nine months ended September 30, 2017. The difference between the U.S. statutory tax rate of 21% and the current effective tax rate is primarily due to $168 million related to losses with no tax benefit due to valuation allowances and $22 million of withholding taxes in certain jurisdictions, partially offset by the net tax benefit of $124 million related to U.S. tax reform. The first six months of the prior year period reflects 100% of the taxes associated with U.S. and non-U.S. earnings of the GE O&G business.
NOTE 13. EQUITY
COMMON STOCK
We are authorized to issue 2 billion shares of Class A common stock, 1.25 billion shares of Class B common stock and 50 million shares of preferred stock each of which have a par value of $0.0001 per share. The number of Class A common stock and Class B common stock shares outstanding as of September 30, 2018 is 412 million and 688 million, respectively. We have not issued any preferred stock. GE owns all the issued and outstanding Class B common stock. Each share of Class A and Class B common stock and the associated membership interest in BHGE LLC form a paired interest. While each share of Class B common stock has equal voting rights to a share of Class A common stock, it has no economic rights, meaning holders of Class B common stock have no right to dividends or any assets in the event of liquidation of the Company. GE is entitled through BHGE LLC to receive distributions on an equal amount of the quarterly dividend paid by the Company.
During the quarter, the Company declared and paid a regular dividend of $0.18 per share to holders of record of the Company's Class A common stock.
The following table presents the changes in the number of shares outstanding (in thousands):
 
Class A Common Stock
Class B Common Stock
Balance at December 31, 2017
422,208

706,985

Issue of shares upon vesting of restricted stock units (1)
818


Issue of shares on exercises of stock options(1)
636


Stock repurchase program (2) (3)
(11,501
)
(19,241
)
Balance at September 30, 2018
412,161

687,743

(1)
Share amounts reflected above are net of shares withheld to satisfy the employee's tax withholding obligation.
(2) 
On November 2, 2017, our board of directors authorized BHGE LLC to repurchase up to $3 billion of its common units from the Company and GE. The proceeds of this repurchase are to be used by BHGE to repurchase Class A common stock of the Company on the open market, which if fully implemented would result in the repurchase of approximately $1.1 billion of Class A common stock. The Class B common stock of the Company, paired with common units, will be repurchased by the Company at par value. The $3 billion repurchase authorization is the aggregate authorization for

                                                
BHGE 2018 Third Quarter FORM 10-Q | 21



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

repurchases of Class A common stock and Class B common stock together with its paired common unit. At September 30, 2018, BHGE LLC had authorization remaining to repurchase up to approximately $1.5 billion of its common units from BHGE and GE.
(3) 
During the nine months ended September 30, 2018, we repurchased and canceled 11,500,992 shares of Class A common stock for a total of $374 million and 19,241,160 shares of Class B common stock from GE together with the paired common units of BHGE LLC for $626 million. We did not repurchase any shares of common stock during the three months ended September 30, 2018.
ACCUMULATED OTHER COMPREHENSIVE LOSS (AOCL)
The following tables present the changes in accumulated other comprehensive loss, net of tax:
 
Investment Securities
Foreign Currency Translation Adjustments
Cash Flow Hedges
Benefit Plans
Accumulated Other Comprehensive Loss
Balance at December 31, 2017
$
1

$
(682
)
$
1

$
(23
)
$
(703
)
Other comprehensive income (loss) before reclassifications
(2
)
(312
)
(1
)
5

(310
)
Amounts reclassified from accumulated other comprehensive income (loss)





Deferred taxes
(1
)


(2
)
(3
)
Other comprehensive income (loss)
(3
)
(312
)
(1
)
3

(313
)
Less: Other comprehensive income (loss) attributable to noncontrolling interests
(2
)
(195
)

2

(195
)
Balance at September 30, 2018
$

$
(799
)
$

$
(22
)
$
(821
)

 
Investment Securities
Foreign Currency Translation Adjustments
Cash Flow Hedges
Benefit Plans
Accumulated Other Comprehensive Loss
Balance at December 31, 2016
$

$
(1,795
)
$
(10
)
$
(83
)
$
(1,888
)
Other comprehensive income (loss) before reclassifications
40

202

12

(11
)
243

Amounts reclassified from accumulated other comprehensive income (loss)
(39
)

9

(1
)
(31
)
Deferred taxes
1

(10
)
(4
)
6

(7
)
Other comprehensive income (loss)
2

192

17

(6
)
205

Less: Other comprehensive income attributable to noncontrolling interests
2

166

5

(1
)
172

Less: Other adjustments



13

13

Less: Reallocation of AOCL based on ownership of GE and previous Baker Hughes shareholders

(1,170
)
(1
)
(63
)
(1,234
)
Balance at September 30, 2017
$

$
(599
)
$
3

$
(38
)
$
(634
)
The amounts reclassified from accumulated other comprehensive loss during the nine months ended September 30, 2018 and 2017 represent realized gains on investment securities, foreign exchange contracts on our cash flow hedges (see "Note 15. Financial Instruments" for additional details) and amortization of net actuarial gain (loss) and prior service credit, which are included in the computation of net periodic pension cost (see "Note 11. Employee Benefit Plans" for additional details). These reclassifications are recorded across the various cost and expense line items within the condensed consolidated and combined statements of income (loss).

                                                
BHGE 2018 Third Quarter FORM 10-Q | 22



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

NONCONTROLLING INTEREST

Noncontrolling interests represent the portion of net assets in consolidated entities that are not owned by the Company. As of September 30, 2018, GE owned approximately 62.5% of BHGE LLC and this represents the majority of the noncontrolling interest balance reported within equity.

September 30, 2018
December 31, 2017
GE's interest in BHGE LLC
$
22,718

$
23,993

Other noncontrolling interests
105

140

Total noncontrolling interests
$
22,823

$
24,133

NOTE 14. EARNINGS PER SHARE
Basic and diluted net income (loss) per share of Class A common stock is presented below:

Three Months Ended September 30,
Nine Months Ended September 30,
(In millions, except per share amounts)
2018
2017
2018
2017
Net income (loss)
$
38

$
(357
)
$
(19
)
$
(311
)
Less: Net income attributable to GE O&G pre-merger



42

Less: Net income (loss) attributable to noncontrolling interests
25

(223
)
(83
)
(219
)
Net income (loss) attributable to BHGE
$
13

$
(134
)
$
64

$
(134
)
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
Class A basic
412

428

416

428

Class A diluted
414

428

417

428

Net income (loss) per share attributable to common stockholders:
 
 
 
 
Class A basic
$
0.03

$
(0.31
)
$
0.15

$
(0.31
)
Class A diluted
$
0.03

$
(0.31
)
$
0.15

$
(0.31
)
As of July 3, 2017, GE, BHGE and BHGE LLC entered into an Exchange Agreement under which GE is entitled to exchange its holding in Class B common stock and units of BHGE LLC for Class A common stock on a one-for-one basis (subject to adjustment in accordance with the terms of the Exchange Agreement) or, at the option of BHGE, an amount of cash equal to the aggregate value (determined in accordance with the terms of the Exchange Agreement) of the shares of Class A common stock that would have otherwise been received by GE in the exchange. In computing the dilutive effect, if any, that the aforementioned exchange would have on net income (loss) per share, net income (loss) attributable to holders of Class A common stock would be adjusted due to the elimination of the noncontrolling interests associated with the Class B common stock (including any tax impact). For the three and nine months ended September 30, 2018, such exchange is not reflected in diluted net income (loss) per share as the assumed exchange is not dilutive.
Shares of our Class B common stock do not share in earnings or losses of the Company and are not considered in the calculation of basic or diluted earnings per share (EPS). As such, separate presentation of basic and diluted EPS of Class B under the two class method has not been presented.
There were approximately four million options that were excluded from our diluted EPS calculation because their effect is antidilutive. These options were outstanding but excluded from the calculation because the exercise price exceeded the average market price of the Class A common shares.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 23



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

NOTE 15. FINANCIAL INSTRUMENTS
RECURRING FAIR VALUE MEASUREMENTS
Our assets and liabilities measured at fair value on a recurring basis consists of derivative instruments and investment securities.
 
September 30, 2018
December 31, 2017
 
Level 1
Level 2
Level 3
Net Balance
Level 1
Level 2
Level 3
Net Balance
Assets
 

 

 

 
 
 
 
 
Derivatives
$

$
72

$

$
72

$

$
150

$

$
150

   Investment securities
63


296

359

81

8

304

393

Total assets
63

72

296

431

81

158

304

543

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Derivatives

(77
)

(77
)

(95
)

(95
)
Total liabilities
$

$
(77
)
$

$
(77
)
$

$
(95
)
$

$
(95
)
There were no transfers between Level 1, 2 and 3 during the nine months ended September 30, 2018.
The following table provides a reconciliation of recurring Level 3 fair value measurements for investment securities:
Balance at December 31, 2017
$
304

Purchases
47

Proceeds at maturity
(55
)
Balance at September 30, 2018
$
296

The most significant unobservable input used in the valuation of our Level 3 instruments is the discount rate. Discount rates are determined based on inputs that market participants would use when pricing investments, including credit and liquidity risk. An increase in the discount rate would result in a decrease in the fair value of our investment securities. There are no unrealized gains or losses recognized in the condensed consolidated and combined statement of income (loss) on account of any Level 3 instrument still held at the reporting date. At September 30, 2018 and December 31, 2017, we held $156 million and $127 million, respectively, of these investment securities on behalf of GE.
 
September 30, 2018
December 31, 2017
 
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
Investment securities
 

 

 

 
 

 

 

 
  Non-U.S. debt securities (a)
$
296

$

$

$
296

$
310

$
2

$

$
312

  Equity securities (b)
63



63

81



81

Total
$
359

$

$

$
359

$
391

$
2

$

$
393

(a)    All of our non-U.S. debt securities are classified as available for sale instruments and mature within three years.
(b)    These securities have readily determinable fair values and subsequent to the adoption of ASU 2016-01 on January 1, 2018, changes in fair value are recorded to earnings. Gross unrealized gains (losses) recorded to earnings related to these securities were $(9) million and $41 million for the nine months ended September 30, 2018 and 2017, respectively.
 

                                                
BHGE 2018 Third Quarter FORM 10-Q | 24



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS
Our financial instruments include cash, cash equivalents and restricted cash, current receivables, investments, accounts payable, short and long-term debt, and derivative financial instruments. Except for long-term debt, the estimated fair value of these financial instruments at September 30, 2018 and December 31, 2017 approximates their carrying value as reflected in our condensed consolidated and combined financial statements. For further information on the fair value of our debt, see "Note 10. Borrowings."
DERIVATIVES AND HEDGING
We use derivatives to manage our risks and do not use derivatives for speculation.
The table below summarizes the fair value of all derivatives, including hedging instruments and embedded derivatives.
 
September 30, 2018
December 31, 2017
 
Assets
(Liabilities)
Assets
(Liabilities)
Derivatives accounted for as hedges
 
 
 
 
Currency exchange contracts
$

$
(2
)
$
6

$

 
 
 
 
 
Derivatives not accounted for as hedges
 
 
 
 
Currency exchange contracts
72

(73
)
144

(95
)
Commodity derivatives

(2
)


Total derivatives
$
72

$
(77
)
$
150

$
(95
)
Derivatives are classified in the captions "All other current assets," "All other assets," "All other current liabilities," and "All other liabilities" depending on their respective maturity date.
RISK MANAGEMENT STRATEGY
We buy, manufacture and sell components and products as well as provide services across global markets. These activities expose us to changes in foreign currency exchange rates and commodity prices, which can adversely affect revenues earned and costs of operating our business. When the currency in which we sell equipment differs from the primary currency (known as its functional currency) and the exchange rate fluctuates, it will affect the revenue we earn on the sale. These sales and purchase transactions also create receivables and payables denominated in foreign currencies, along with other monetary assets and liabilities, which expose us to foreign currency gains and losses based on changes in exchange rates. Changes in the price of a raw material that we use in manufacturing can affect the cost of manufacturing. We use derivatives to mitigate or eliminate these exposures.
FORMS OF HEDGING
Cash Flow Hedges
We use cash flow hedging primarily to reduce or eliminate the effects of foreign exchange rate changes on purchase and sale contracts. Accordingly, the vast majority of our derivative activity in this category consists of currency exchange contracts. We also use commodity derivatives to reduce or eliminate price risk on raw materials purchased for use in manufacturing.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 25



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Economic Hedges
These derivatives are not designated as hedges from an accounting standpoint (and therefore we do not apply hedge accounting to the relationship) but otherwise serve the same economic purpose as other hedging arrangements. Some economic hedges are used when changes in the carrying amount of the hedged item are already recorded in earnings in the same period as the derivative, making hedge accounting unnecessary. For some other types of economic hedges, changes in the fair value of the derivative are recorded in earnings currently but changes in the value of the forecasted foreign currency cash flows are only recognized in earnings when they occur. As a result, even though the derivative is an effective economic hedge, there is a net effect on earnings in each period due to differences in the timing of earnings recognition between the derivative and the hedged item. These derivatives are marked to fair value through earnings each period.
NOTIONAL AMOUNT OF DERIVATIVES
The notional amount of a derivative is the number of units of the underlying (for example, the notional principal amount of the debt in an interest rate swap). A substantial majority of the outstanding notional amount of $7.2 billion and $10.2 billion at September 30, 2018 and December 31, 2017, respectively, is related to hedges of anticipated sales and purchases in foreign currency, commodity purchases, and contractual terms in contracts that are considered embedded derivatives and for intercompany borrowings in foreign currencies. We generally disclose derivative notional amounts on a gross basis to indicate the total counterparty risk. Where we have gross purchase and sale derivative contracts for a particular currency, we look to execute these contracts with the same counterparty to reduce our exposure. The corresponding net notional amounts were $2.8 billion and $3.3 billion at September 30, 2018 and December 31, 2017, respectively.
The table below provides additional information about how derivatives are reflected in our condensed consolidated and combined financial statements.
Carrying amount related to derivatives
September 30, 2018
December 31, 2017
Derivative assets
$
72

$
150

Derivative liabilities
(77
)
(95
)
Net derivatives
$
(5
)
$
55

EFFECTS OF DERIVATIVES ON EARNINGS
All derivatives are marked to fair value on our condensed consolidated and combined statement of financial position, whether they are designated in a hedging relationship for accounting purposes or are used as economic hedges. As discussed in the previous sections, each type of hedge affects the financial statements differently. In some economic hedges, both the hedged item and the hedging derivative offset in earnings in the same period. In other economic hedges, the hedged item and the hedging derivative offset in earnings in different periods. In cash flow, the effective portion of the hedging derivative is offset in separate components of equity and ineffectiveness is recognized in earnings. The table below summarizes these offsets and the net effect on pre-tax earnings.
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
Cash Flow Hedges
Economic Hedges
Cash Flow Hedges
Economic Hedges
 
2018
2017
2018
2017
2018
2017
2018
2017
Effect on hedging instrument
$
(2
)
$
9

$
(13
)
$
144

$
(1
)
$
12

$
(6
)
$
145

Effect on underlying
2

(9
)
1

(174
)
1

(12
)
(24
)
(174
)
Effect on earnings (1)
$

$

$
(12
)
$
(30
)
$

$

$
(30
)
$
(29
)
(1) 
For cash flow hedges, the effect on earnings, if any, is primarily related to ineffectiveness. For economic hedges on forecasted transactions, the effect on earnings is substantially offset by future earnings on economically hedged items.


                                                
BHGE 2018 Third Quarter FORM 10-Q | 26



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Changes in the fair value of cash flow hedges are recorded in a separate component of equity (referred to below as Accumulated Other Comprehensive Income, or AOCI) and are recorded in earnings in the period in which the hedged transaction occurs. The table below summarizes this activity by hedging instrument.
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
Gain (Loss) Recognized in AOCI
Gain (Loss) Reclassified from AOCI to Earnings
Gain (Loss) Recognized in AOCI
Gain (Loss) Reclassified from AOCI to Earnings
 
2018
2017
2018
2017
2018
2017
2018
2017
Currency exchange contracts
$
(2
)
$
9

$

$

$
(1
)
$
12

$

$
(9
)
We expect to transfer $1 million to earnings as an expense in the next 12 months contemporaneously with the earnings effects of the related forecast transactions. At September 30, 2018 and December 31, 2017, the maximum term of derivative instruments that hedge forecast transactions was two-years and three-years, respectively. See "Note 13. Equity" for additional information about reclassification out of accumulated other comprehensive income.
For cash flow hedges, the amount of ineffectiveness in the hedging relationship and amount of the changes in fair value of the derivatives that are not included in the measurement of ineffectiveness were insignificant for each reporting period.
COUNTERPARTY CREDIT RISK
Fair values of our derivatives can change significantly from period to period based on, among other factors, market movements and changes in our positions. We manage counterparty credit risk (the risk that counterparties will default and not make payments to us according to the terms of our agreements) on an individual counterparty basis.
NOTE 16. SEGMENT INFORMATION
Our operating segments are organized based on the nature of markets and customers. We report our operating results through four operating segments that consists of similar products and services within each segment as described below.
OILFIELD SERVICES (OFS)

OFS provides products and services for onshore and offshore operations across the lifecycle of a well, ranging from drilling, evaluation, completion, production and intervention. Products and services include diamond and tri-cone drill bits, drilling services, including directional drilling technology, measurement while drilling & logging while drilling, downhole completion tools and systems, wellbore intervention tools and services, wireline services, drilling and completions fluids, oilfield and industrial chemicals, pressure pumping, and artificial lift technologies, including electrical submersible pumps.
OILFIELD EQUIPMENT (OFE)

OFE provides a broad portfolio of products and services required to facilitate the safe and reliable flow of hydrocarbons from the subsea wellhead to the surface. Products and services include pressure control equipment and services, subsea production systems and services, drilling equipment, and flexible pipeline systems. OFE designs and manufactures onshore and offshore drilling and production systems and equipment for floating production platforms and provides a full range of services related to onshore and offshore drilling activities.
TURBOMACHINERY & PROCESS SOLUTIONS (TPS)
TPS provides equipment and related services for mechanical-drive, compression and power-generation applications across the oil and gas industry as well as products and services to serve the downstream segments of the industry including refining, petrochemical, distributed gas, flow and process control and other industrial

                                                
BHGE 2018 Third Quarter FORM 10-Q | 27



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

applications.  The TPS portfolio includes drivers (aero-derivative gas turbines, heavy-duty gas turbines and synchronous and induction electric motors), compressors (centrifugal and axial, direct drive high speed, integrated, subsea compressors, turbo expanders and reciprocating), turn-key solutions (industrial modules and waste heat recovery), pumps, valves, and compressed natural gas (CNG) and small-scale liquefied natural gas (LNG) solutions used primarily for shale oil and gas field development.
DIGITAL SOLUTIONS (DS)
DS provides equipment and services for a wide range of industries, including oil & gas, power generation, aerospace, metals, and transportation. The offerings include sensor-based measurement, non-destructive testing and inspection, turbine, generator and plant controls and condition monitoring, as well as pipeline integrity solutions.
SEGMENT RESULTS
Summarized financial information is shown in the following tables. Consistent accounting policies have been applied by all segments within the Company, for all reporting periods. The results of operations for the nine months ended September 30, 2018 may not be comparable to the results of operations for the nine months ended September 30, 2017 as it excludes the results of Baker Hughes prior to the date of the business combination.
 
Three Months Ended September 30,
Nine Months Ended September 30,
Segments revenue
2018
2017
2018
2017
Oilfield Services
$
2,993

$
2,661

$
8,554

$
3,101

Oilfield Equipment
631

613

1,912

2,011

Turbomachinery & Process Solutions
1,389

1,414

4,233

4,644

Digital Solutions
653

614

1,913

1,624

Total
$
5,665

$
5,301

$
16,612

$
11,380


The performance of our operating segments is evaluated based on segment operating income (loss), which is defined as income (loss) before income taxes and equity in loss of affiliate and before the following: net interest expense, net other non operating income (loss), corporate expenses, restructuring, impairment and other charges, inventory impairments, merger and related costs and certain gains and losses not allocated to the operating segments.
 
Three Months Ended September 30,
Nine Months Ended September 30,
Segment income (loss) before income taxes
2018
2017
2018
2017
Oilfield Services
$
231

$
88

$
561

$
(35
)
Oilfield Equipment
6

(41
)
(12
)
26

Turbomachinery & Process Solutions
132

134

364

508

Digital Solutions
106

77

275

240

Total segment
475

258

1,189

739

Corporate
(98
)
(89
)
(294
)
(279
)
Inventory impairment (1)
(12
)
(12
)
(88
)
(31
)
Restructuring, impairment and other
(66
)
(191
)
(374
)
(292
)
Merger and related costs
(17
)
(159
)
(113
)
(310
)
Other non operating income, net
6

4

51

62

Interest expense, net
(55
)
(41
)
(164
)
(75
)
Total
$
233

$
(230
)
$
206

$
(186
)
(1)
Charges for inventory impairments are reported in the "Cost of goods sold" caption of the condensed consolidated and combined statements of income (loss).

                                                
BHGE 2018 Third Quarter FORM 10-Q | 28



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

 
 
 
NOTE 17. RELATED PARTY TRANSACTIONS
Following the Transactions, GE and its affiliates have provided and continue to provide a variety of services to us.
In connection with the Transactions on July 3, 2017, we entered into various agreements with GE and its affiliates that govern our relationship with GE following the Transactions including an Intercompany Services Agreement pursuant to which GE and its affiliates and the Company provide certain services to each other. GE provides certain administrative services, GE proprietary technology and use of certain GE trademarks in consideration for a payment of $55 million per year. Costs of $14 million and $42 million, respectively, related to the Intercompany Services Agreement were incurred during the three and nine months ended September 30, 2018. GE may also provide us with certain additional administrative services under the Intercompany Services Agreement, not included as consideration for the $55 million per year payment, and the fees for such services are based on actual usage of such services and historical GE intercompany pricing. In addition, we provide GE and its affiliates with confidential access to certain of our proprietary technology and related developments and enhancements thereto related to GE's operations, products or service offerings.
Prior to the Transactions, GE and its affiliates provided a variety of services and funding to us. The cost of these services was either (a) recognized through our allocated portion of GE's corporate overhead; or (b) billed directly to us. Costs of $76 million for the nine months ended September 30, 2017 were recorded in our condensed consolidated and combined statement of income (loss) in respect of services provided by GE and its affiliates prior to the close of the Transactions.
We sold $74 million and $133 million of products and services to GE and its affiliates during the three months ended September 30, 2018 and 2017, respectively, and $258 million and $507 million, during the nine months ended September 30, 2018 and 2017, respectively. Purchases from GE and its affiliates were $347 million and $345 million during the three months ended September 30, 2018 and 2017, respectively, and $1,273 million and $1,026 million during the nine months ended September 30, 2018 and 2017, respectively.
EMPLOYEE BENEFITS
Certain of our employees are covered under various GE sponsored employee benefit plans, including GE's retirement plans (pension, retiree health and life insurance, and savings benefit plans) and active health and life insurance benefit plans. Further details are provided in "Note 11. Employee Benefit Plans."
RELATED PARTY BALANCES
In connection with the Transactions, we were required to repay any cash in excess of $100 million, net of any third-party debt in GE O&G, to GE. We continue to hold this cash on behalf of GE as such cash cannot be released, transferred or otherwise converted into a non-restricted market currency due to the lack of market liquidity, capital controls or similar monetary or exchange limitations by a Government entity of the jurisdiction in which such cash is situated. Accordingly, on July 3, 2017, we executed a promissory note with GE.  There is no maturity date on the promissory note, but we remain obligated to repay GE such excess cash together with any income or loss we may incur on it, therefore, this obligation is reflected as short-term borrowings. As of September 30, 2018, of the amount due to GE of $936 million, $780 million was held in the form of cash and $156 million was held in the form of investment securities. A corresponding liability is reported in short-term borrowings in the condensed consolidated and combined statements of financial position.
Additionally, the Company has $508 million and $575 million of accounts payable at September 30, 2018 and December 31, 2017, respectively, for services provided by GE in the ordinary course of business.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 29



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

TRADE PAYABLES ACCELERATED PAYMENT PROGRAM
Our North American operations participate in accounts payable programs with GE Capital. Invoices are settled with vendors per our payment terms to obtain cash discounts. GE Capital provides funding for the period from the date at which an invoice is eligible for a cash discount through the final termination date for invoice settlement. Our liability associated with the funded participation in the accounts payable programs, which is presented as accounts payable within the condensed consolidated and combined statements of financial position, was $467 million and $293 million as of September 30, 2018 and December 31, 2017, respectively.
OTHER
Prior to the Transactions, GE provided guarantees, letters of credit, and other support arrangements on our behalf. We provide guarantees to GE Capital on behalf of some customers who have entered into financing arrangements with GE Capital.
INCOME TAXES
At closing, BHGE, GE and BHGE LLC entered into a Tax Matters Agreement. The Tax Matters Agreement governs the administration and allocation between the parties of tax liabilities and benefits arising prior to, as a result of, and subsequent to the Transactions, including certain restructuring transactions in connection therewith, and the respective rights, responsibilities and obligations of GE and BHGE, with respect to various other tax matters. GE is responsible for certain taxes related to the formation of the transaction undertaken by GE and Baker Hughes and their respective subsidiaries. GE has assumed approximately $33 million of tax obligations of Baker Hughes related to the formation of the transaction.
Following the closing of the Transactions, BHGE or BHGE LLC (or their respective subsidiaries) may be included in group tax returns with GE. To the extent included in such group tax returns, (i) BHGE or BHGE LLC is required to make tax sharing payments to GE in an amount intended to approximate the amount that such entity would have paid if it had not been included in such group tax returns and had filed separate tax returns, and (ii) GE is required to pay BHGE or BHGE LLC to the extent such separate tax returns include net operating losses that are used to reduce taxes payable by GE with respect to the applicable group tax return.
The Tax Matters Agreement also provides for the sharing of certain tax benefits (i) arising from the Transactions, including restructuring transactions, and (ii) resulting from allocations of tax items by BHGE LLC. GE is entitled to 100% of these tax benefits to the extent that GE has borne certain taxes related to the formation of the transaction. Thereafter, these tax benefits will be shared by GE and BHGE in accordance with their economic ownership of BHGE LLC, which will initially be approximately 62.5% and approximately 37.5%, respectively. The sharing of tax benefits generally is expected to result in cash payments by BHGE LLC to its members. Any such cash payments may be subject to adjustment based on certain subsequent events, including tax audits or other determinations as to the availability of the tax benefits with respect to which such cash payments were previously made.
NOTE 18. COMMITMENTS AND CONTINGENCIES
LITIGATION
We are subject to a number of lawsuits and claims arising out of the conduct of our business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. We record a liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, including accruals for self-insured losses which are calculated based on historical claim data, specific loss development factors and other information.

                                                
BHGE 2018 Third Quarter FORM 10-Q | 30



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

A range of total possible losses for all litigation matters cannot be reasonably estimated. Based on a consideration of all relevant facts and circumstances, we do not expect the ultimate outcome of currently pending lawsuits or claims against us, other than those discussed below, will have a material adverse effect on our financial position, results of operations or cash flows, however, there can be no assurance as to the ultimate outcome of these matters.
With respect to the litigation matters below, if there was an adverse outcome individually or collectively, there could be a material impact on our business, financial condition and results of operations expected for the year. These litigation matters are subject to inherent uncertainties and management's view of these matters may change in the future. Therefore, there can be no assurance as to the ultimate outcome of these matters.
During 2014, we received notification from a customer related to a possible equipment failure in a natural gas storage system in Northern Germany, which includes certain of our products. The customer initiated arbitral proceedings against us on June 19, 2015, under the rules of the German Institute of Arbitration e.V. (DIS). On August 3, 2016, the customer amended its claims and alleged damages of €202 million plus interest at an annual rate of prime + 5%. Hearings before the arbitration panel were held January 16, 2017 through January 23, 2017, and March 20, 2017 through March 21, 2017. In addition, on September 21, 2015, TRIUVA Kapitalverwaltungsgesellschaft mbH filed a lawsuit in the United States District Court for the Southern District of Texas, Houston Division against the Company and Baker Hughes Oilfield Operations, Inc. alleging that the plaintiff is the owner of gas storage caverns in Etzel, Germany in which the Company provided certain equipment in connection with the development of the gas storage caverns. The plaintiff further alleges that the Company supplied equipment that was either defectively designed or failed to warn of risks that the equipment posed, and that these alleged defects caused damage to the plaintiff's property. The plaintiff seeks recovery of alleged compensatory and punitive damages of an unspecified amount, in addition to reasonable attorneys' fees, court costs and pre-judgment and post-judgment interest. The allegations in this lawsuit are related to the claims made in the June 19, 2015 German arbitration referenced above. On June 7, 2018, the DIS arbitration panel issued a confidential Arbitration Ruling which addressed all claims asserted by the customer. The estimated financial impact of the Arbitration Ruling has been reflected in the Company's financial statements and did not have a material impact. The Company is vigorously contesting the claims made by TRIUVA in the Houston Federal Court. At this time, we are not able to predict the outcome of the claims asserted in the Houston Federal Court.
On July 31, 2015, Rapid Completions LLC filed a lawsuit in federal court in the Eastern District of Texas against Baker Hughes Incorporated, Baker Hughes Oilfield Operations, Inc., and others claiming infringement of U.S. Patent Nos. 6,907,936; 7,134,505; 7,543,634; 7,861,774; and 8,657,009.  On August 6, 2015, Rapid Completions amended its complaint to allege infringement of U.S. Patent No. 9,074,451.  On September 17, 2015, Rapid Completions and Packers Plus Energy Services Inc. sued Baker Hughes Canada Company in the Canada Federal Court on the related Canadian patent 2,412,072. On April 1, 2016, Rapid Completions removed U.S. Patent No. 6,907,936 from its claims in the lawsuit. On April 5, 2016, Rapid Completions filed a second lawsuit in federal court in the Eastern District of Texas against Baker Hughes Incorporated, Baker Hughes Oilfield Operations, Inc. and others claiming infringement of U.S. Patent No. 9,303,501. These patents relate primarily to certain specific downhole completions equipment. The plaintiff has requested a permanent injunction against further alleged infringement, damages in an unspecified amount, supplemental and enhanced damages, and additional relief such as attorney's fees and costs.  During August and September 2016, the United States Patent and Trademark Office (USPTO) agreed to institute an inter-partes review of U.S. Patent Nos 7,861,774; 7,134,505; 7,543,634; 6,907,936; 8,657,009; and 9,074,451. On August 29, 2017, the USPTO issued its final written decisions in the inter-partes reviews of U.S. Patent Nos. 8,657,009 and 9,074,451 finding that all claims of those patents were unpatentable. On August 31, 2017, the USPTO issued its final written decision in the inter-partes review of U.S. Patent 6,907,936 - the patent dropped from the lawsuit by the plaintiffs - finding that all claims of this patent were patentable. On October 27, 2017, Rapid Completions filed its notices of appeal of the USPTO’s final written decision in the inter-partes review of U.S. Patent Nos. 8,657,009 and 9,074,451. On September 26, 2018, the USPTO issued its final written decision in the inter-partes review of U.S. Patent No. 7,134,505 finding all of the challenged claims unpatentable.  On September 27, 2018, the USPTO issued its final written decision in the inter-partes review of U.S. Patent No. 7,543,634 finding all of the challenged claims unpatentable. Trial on the validity of asserted claims from Canada patent 2,412,072, was completed March 9, 2017. On December 7, 2017, the Canadian Court issued its judgment finding the patent claims asserted from Canada patent 2,412,072 against Baker Hughes Canada

                                                
BHGE 2018 Third Quarter FORM 10-Q | 31



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Company were invalid. On January 5, 2018, Rapid Completions filed its Notice of Appeal of the Canadian Court’s judgment of invalidity. At this time, we are not able to predict the outcome of these claims.
Following consummation of the Transactions, two purported holders of shares of Baker Hughes common stock, representing a total of 1,875,000 shares of common stock of Baker Hughes, filed petitions in the Court of Chancery of the State of Delaware seeking appraisal for their shares pursuant to Section 262 of the Delaware General Corporation Law.  The action is captioned as follows: GKC Strategic Value Master Fund, LP F/K/A GKC Appraisal Rights Master Fund, LP and Walleye Trading LLC v. Baker Hughes Incorporated, Case No. 2017-0769. On July 12, 2018, the parties entered a Confidential Settlement Agreement and Release of all claims asserted by the two shareholders. The Settlement Agreement does not have a material impact on the Company's financial statements.
On February 17, 2017, GE Infrastructure Sensing, Inc. (now known as GE Infrastructure Sensing, LLC) (GEIS), a subsidiary of the Company, was served with a lawsuit filed in the Eastern District of New York by a company named Saniteq LLC claiming compensatory damages totaling $500 million plus punitive damages of an unspecified amount. The complaint is captioned Saniteq LLC v. GE Infrastructure Sensing, Inc., No. 17-cv-771 (E.D.N.Y 2017). The complaint generally alleges that GEIS breached a contract being negotiated between the parties and misappropriated unspecified trade secrets. On September 13, 2018, the District Court entered an Order granting GEIS’ Motion for Summary Judgment dismissing Saniteq LLC’s claims in their entirety as a matter of law.  Saniteq LLC filed a notice of appeal from the District Court’s Judgment. At this time, we are not able to predict the outcome of these claims.
In January 2013, INEOS and Naphtachimie initiated expertise proceedings in Aix-en-Provence, France arising out of a fire at a chemical plant owned by INEOS in Lavera, France, which resulted in a 15-day plant shutdown and destruction of a steam turbine, which was part of a compressor train owned by Naphtachimie. The most recent quantification of the alleged damages is €250 million. Two of the Company's subsidiaries (and 17 other companies) were notified to participate in the proceedings. The proceedings are ongoing, and at this time, there is no indication that the Company's subsidiaries were involved in the incident. Although the outcome of the claims remains uncertain, BHGE's insurer has accepted coverage and is defending the Company in the expertise proceeding.

In late November 2017, staff of the Boston office of the SEC notified GE that they are conducting an investigation of GE’s revenue recognition practices and internal controls over financial reporting related to long-term service agreements. The scope of the SEC’s request may include some BHGE contracts, expected to be mainly in our TPS business. We have provided documents to GE and are cooperating with them in their response to the SEC. At this time, we are not able to predict the outcome of this review.

On July 31, 2018, International Engineering & Construction S.A. (IEC) initiated arbitration proceedings in New York administered by the International Center for Dispute Resolution (ICDR) against the Company and its subsidiaries arising out of a series of sales and service contracts entered between IEC and the Company’s subsidiaries for the sale and installation of LNG plants and related power generation equipment in Nigeria (“Contracts”).   Prior to the filing of the IEC Arbitration, the Company’s subsidiaries made demands for payment due under the Contracts.   On August 15, 2018, the Company’s subsidiaries initiated a separate demand for ICDR arbitration against IEC for claims of additional costs and amounts due under the Contracts.   On October 10, 2018, IEC filed a Petition to Compel Arbitration in the United States District Court for the Southern District of New York against the Company seeking to compel non-signatory BHGE entities to participate in the arbitration filed by IEC. The complaint is captioned International Engineering & Construction S.A. et al. v. Baker Hughes, a GE Company LLC, et al. No. 18-cv-09241 (S.D.N.Y 2018).   IEC alleges breach of contract and other claims against the Company and its subsidiaries and seeks recovery of alleged compensatory damages, in addition to reasonable attorneys' fees, expenses and arbitration costs. IEC alleges that its total damages may exceed $500 million.  The Company intends to vigorously contest the claims made by IEC in the arbitration and litigation proceedings.  At this time, we are not able to predict the outcome of these claims.
We insure against risks arising from our business to the extent deemed prudent by our management and to the extent insurance is available, but no assurance can be given that the nature and amount of that insurance will be sufficient to fully indemnify us against liabilities arising out of pending or future legal proceedings or other claims. Most of our insurance policies contain deductibles or self-insured retentions in amounts we deem prudent and for which we are responsible for payment. In determining the amount of self-insurance, it is our policy to self-insure

                                                
BHGE 2018 Third Quarter FORM 10-Q | 32



Baker Hughes, a GE company
Notes to Unaudited Condensed Consolidated and Combined Financial Statements

those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability, general liability and workers compensation.
PRODUCT WARRANTIES
We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, claims costs may differ from amounts provided. An analysis of changes in the liability for product warranties are as follows:
Balance at December 31, 2017, and 2016, respectively
$
164

$
74

Provisions
26

27

Expenditures
(83
)
(33
)
Other (1)
128

97

Balance at September 30, 2018, and 2017, respectively
$
235

$
165

(1) 
Primarily related to the acquisition of Baker Hughes.
OTHER
In the normal course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, such as surety bonds for performance, letters of credit and other bank issued guarantees, which totaled approximately $3.5 billion at September 30, 2018. It is not practicable to estimate the fair value of these financial instruments. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on our financial position, results of operations or cash flows.
NOTE 19. RESTRUCTURING, IMPAIRMENT AND OTHER
We recorded restructuring, impairment and other charges of $66 million and $191 million during the three months ended September 30, 2018 and 2017, respectively, and $374 million and $292 million during the nine months ended September 30, 2018 and 2017. Details of these charges are discussed below.
RESTRUCTURING AND IMPAIRMENT CHARGES
In the current and prior periods, we approved various restructuring plans globally, mainly to consolidate manufacturing and service facilities, rationalize product lines and rooftops, and reduce headcount across various functions. As a result, we recognized a charge of $49 million and $191 million for the three months ended September 30, 2018 and 2017, respectively, and $242 million and $264 million for the nine months ended September 30, 2018 and 2017, respectively. These restructuring initiatives will generate charges post September 30, 2018, and the related estimated remaining charges are approximately $107 million.
The amount of costs not included in the reported segment results is as follows:
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
2018
2017
2018
2017
Oilfield Services
$
20

$