Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 18, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BAKER HUGHES a GE Co LLC | |
Entity Central Index Key | 808,362 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
Sales | $ 1,002 | $ 954 | $ 1,957 | $ 1,967 |
Services | 1,402 | 1,454 | 2,709 | 3,111 |
Total revenue | 2,404 | 2,408 | 4,666 | 5,078 |
Costs and expenses: | ||||
Cost of sales | 893 | 1,182 | 1,668 | 2,126 |
Cost of services | 1,191 | 1,930 | 2,304 | 3,644 |
Research and engineering | 102 | 99 | 201 | 201 |
Marketing, general and administrative | 225 | 222 | 409 | 429 |
Impairment and restructuring charges | 0 | 1,126 | 90 | 1,286 |
Goodwill impairment | 0 | 1,841 | 0 | 1,841 |
Merger and related costs, net | 49 | 78 | 80 | 180 |
Merger termination fee | 0 | (3,500) | 0 | (3,500) |
Total costs and expenses | 2,460 | 2,978 | 4,752 | 6,207 |
Operating loss | (56) | (570) | (86) | (1,129) |
Loss on early extinguishment of debt | 0 | (142) | 0 | (142) |
Interest expense, net | (30) | (48) | (65) | (103) |
Loss before income tax and equity in loss of affiliate | (86) | (760) | (151) | (1,374) |
Equity in loss of affiliate | (21) | 0 | (39) | 0 |
Income tax provision | (72) | (152) | (119) | (519) |
Net loss | (179) | (912) | (309) | (1,893) |
Net loss attributable to noncontrolling interests | 0 | 1 | 1 | 1 |
Net loss attributable to Baker Hughes, a GE company, LLC | $ (179) | $ (911) | $ (308) | $ (1,892) |
Basic and diluted loss per share attributable to Baker Hughes, a GE company, LLC (In dollars per share) | $ (0.42) | $ (2.08) | $ (0.72) | $ (4.30) |
Cash dividends per share (in dollars per share) | $ 0.17 | $ 0.17 | $ 0.34 | $ 0.34 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (179) | $ (912) | $ (309) | $ (1,893) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 36 | (25) | 59 | 40 |
Pension and other postretirement benefits | (7) | 12 | (8) | 14 |
Other comprehensive income (loss) | 29 | (13) | 51 | 54 |
Comprehensive loss | (150) | (925) | (258) | (1,839) |
Comprehensive loss attributable to noncontrolling interests | 0 | 1 | 1 | 1 |
Comprehensive loss attributable to Baker Hughes, a GE company, LLC | $ (150) | $ (924) | $ (257) | $ (1,838) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,133 | $ 4,572 |
Accounts receivable - less allowance for doubtful accounts (2017 - $367; 2016 - $509) | 2,307 | 2,251 |
Inventories, net | 1,976 | 1,809 |
Other current assets | 675 | 535 |
Total current assets | 9,091 | 9,167 |
Property, plant and equipment - less accumulated depreciation (2017 - $6,576; 2016 - $6,567) | 4,047 | 4,271 |
Goodwill | 4,088 | 4,084 |
Intangible assets, net | 282 | 318 |
Other assets | 1,167 | 1,194 |
Total assets | 18,675 | 19,034 |
Current liabilities: | ||
Accounts payable | 1,094 | 1,027 |
Short-term debt and current portion of long-term debt | 331 | 132 |
Accrued employee compensation | 456 | 566 |
Other accrued liabilities | 585 | 579 |
Total current liabilities | 2,466 | 2,304 |
Long-term debt | 2,678 | 2,886 |
Deferred income taxes and other tax liabilities | 344 | 328 |
Liabilities for pensions and other postretirement benefits | 647 | 626 |
Other liabilities | 153 | 153 |
Commitments and contingencies | ||
Equity: | ||
Common stock, one dollar par value (shares authorized - 750; issued and outstanding: 2017 - 426; 2016 - 424) | 427 | 425 |
Capital in excess of par value | 6,793 | 6,708 |
Retained earnings | 6,129 | 6,583 |
Accumulated other comprehensive loss | (982) | (1,033) |
Treasury stock | (60) | (27) |
Baker Hughes, a GE company, LLC stockholders' equity | 12,307 | 12,656 |
Noncontrolling interests | 80 | 81 |
Total equity | 12,387 | 12,737 |
Total liabilities and equity | $ 18,675 | $ 19,034 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 367 | $ 509 |
Accumulated depreciation | $ 6,576 | $ 6,567 |
Common stock par value (in dollars per share) | $ 1 | $ 1 |
Common stock authorized (shares) | 750,000,000 | 750,000,000 |
Common stock issued (shares) | 426,000,000 | 424,000,000 |
Common stock outstanding (shares) | 426,000,000 | 424,000,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests |
Beginning Balance at Dec. 31, 2015 | $ 16,382 | $ 437 | $ 7,261 | $ 9,614 | $ (1,005) | $ (9) | $ 84 |
Comprehensive loss: | |||||||
Net loss | (1,893) | (1,892) | (1) | ||||
Other comprehensive income | 54 | 54 | |||||
Stock plan activity | 3 | 2 | 13 | (12) | |||
Repurchase and retirement of common stock | (500) | (11) | (489) | ||||
Stock-based compensation | 68 | 68 | |||||
Cash dividends | (148) | (148) | |||||
Ending Balance at Jun. 30, 2016 | 13,966 | 428 | 6,853 | 7,574 | (951) | (21) | 83 |
Beginning Balance at Dec. 31, 2016 | 12,737 | 425 | 6,708 | 6,583 | (1,033) | (27) | 81 |
Comprehensive loss: | |||||||
Net loss | (309) | (308) | (1) | ||||
Other comprehensive income | 51 | 51 | |||||
Stock plan activity | 1 | 2 | 32 | (33) | |||
Stock-based compensation | 59 | 59 | |||||
Cash dividends | (146) | (146) | |||||
Net activity related to noncontrolling interests | (6) | (6) | |||||
Ending Balance at Jun. 30, 2017 | $ 12,387 | $ 427 | $ 6,793 | $ 6,129 | $ (982) | $ (60) | $ 80 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends per share (in dollars per share) | $ 0.17 | $ 0.17 | $ 0.34 | $ 0.34 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (309) | $ (1,893) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 434 | 659 |
Impairment of assets | 19 | 1,055 |
Goodwill impairment | 0 | 1,841 |
Inventory write-down | 0 | 587 |
Loss on early extinguishment of debt | 0 | 142 |
Provision for deferred income taxes | 20 | 238 |
Provision for doubtful accounts | (111) | 215 |
Other noncash items | 15 | (23) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3) | 742 |
Inventories | (139) | 347 |
Accounts payable | 57 | (385) |
Other operating items, net | (210) | (47) |
Net cash flows (used in) provided by operating activities | (227) | 3,478 |
Cash flows from investing activities: | ||
Expenditures for capital assets | (216) | (156) |
Proceeds from disposal of assets | 134 | 139 |
Proceeds from sale of investment securities | 103 | 204 |
Purchases of investment securities | (72) | (276) |
Net cash flows used in investing activities | (51) | (89) |
Cash flows from financing activities: | ||
Net repayments of short-term debt and other borrowings | (10) | (36) |
Repayment of long-term debt | 0 | (1,135) |
Repurchase of common stock | 0 | (500) |
Dividends paid | (146) | (148) |
Other financing items, net | (4) | 14 |
Net cash flows used in financing activities | (160) | (1,805) |
Effect of foreign exchange rate changes on cash and cash equivalents | (1) | 2 |
(Decrease) increase in cash and cash equivalents | (439) | 1,586 |
Cash and cash equivalents, beginning of period | 4,572 | 2,324 |
Cash and cash equivalents, end of period | 4,133 | 3,910 |
Supplemental cash flows disclosures: | ||
Income taxes paid, net of refunds | 120 | 213 |
Interest paid | 92 | 129 |
Supplemental disclosure of noncash investing activities: | ||
Capital expenditures included in accounts payable | $ 28 | $ 22 |
Organization, Nature of Operati
Organization, Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Baker Hughes, a GE company, LLC, a Delaware limited liability company ("BHGE LLC," "Company," "we," "our," or "us") and the successor to Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes"), is a leading supplier of oilfield services, products, technology and systems used for drilling, formation evaluation, completion and production, pressure pumping, and reservoir development in the worldwide oil and natural gas industry. We also provide products and services for other businesses including downstream chemicals, and process and pipeline services. On July 3, 2017, subsequent to the period ended June 30, 2017 as reported herein, Baker Hughes converted into a limited liability company, named Baker Hughes, a GE company, LLC, for the purpose of facilitating the combination of Baker Hughes and the oil and gas business ("GE O&G") of General Electric Company ("GE"). See "Note 2. General Electric Transaction Agreement" for further information. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company included herein 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 Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, certain information and disclosures normally included in our annual financial statements have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 . We believe the unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. In the Notes to Unaudited Condensed Consolidated Financial Statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. New Accounting Standards Adopted In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17, Balance Sheet Classification of Deferred Taxes . The new standard requires all deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. We adopted this pronouncement prospectively on January 1, 2017, thus prior periods were not adjusted. The impact of adoption was not material to our condensed consolidated balance sheets. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting . The simplifications in this standard affect several aspects of the accounting for share-based payment transactions, including the requirement to record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement. We adopted this pronouncement on January 1, 2017. The impact of adoption was not material to our condensed consolidated financial statements and related disclosures. New Accounting Standards To Be Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The pronouncement is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The standard permits either a full retrospective method of adoption, in which the standard is applied to all the periods presented, or a modified retrospective method of adoption, in which the standard is applied only to the current period with a cumulative-effect adjustment reflected in retained earnings. We will adopt the new standard on January 1, 2018, and will make a final decision on the adoption method following the close of the Transactions on July 3, 2017 as discussed in "Note 2. General Electric Transaction Agreement" and the completion of the assessment that the adoption will have on the combined businesses. We are currently evaluating the provisions of ASU No. 2014-09 and assessing the impact, if any, that it may have on our financial position and results of operations. In the fourth quarter of 2016, we formed an implementation work team, completed training of the new ASU's revenue recognition model and began policy and contract review. Our approach includes performing a detailed review of contracts representative of our different product lines and comparing historical accounting policies and practices to the new requirements that are in the standard. We engaged external resources to help the Company complete the analysis of potential changes to current accounting practices related to material revenue streams and are substantially complete with the initial assessment. During the remainder of 2017, we will quantify the potential impacts as well as design and implement required process, system and control changes to address the impacts identified in the assessment. We are not currently able to reasonably estimate the impact the new revenue recognition standard will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , a new standard on accounting for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the provisions of ASU No. 2016-02 and assessing the impact it will have on our consolidated financial statements and related disclosures. In the fourth quarter of 2016, we formed an implementation work team and completed training of the new ASU's lease model with the implementation team. We engaged external resources to complete an initial review of lease agreements representative of the different aspects of our business and to assess the potential changes to current accounting practices as a result of the new requirements that are in the standard. We are substantially complete with the initial assessment. While we continue to evaluate the effect of the standard on our ongoing financial reporting, we anticipate that the adoption of the ASU may significantly affect our balance sheet. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The new standard amends the impairment model for trade receivables, net investments in leases, debt securities, loans and certain other instruments to utilize an expected loss methodology in place of the currently used incurred loss methodology. This pronouncement is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption will be permitted for annual periods beginning after December 15, 2018. We are currently evaluating the provisions of the pronouncement and assessing the impact, if any, on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The standard addresses the classification and presentation of eight specific cash flow issues that currently result in diverse practices. This pronouncement is effective for annual reporting periods beginning after December 15, 2017. The amendments in this ASU should be applied using a retrospective approach. We have not completed an evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures, but the impact is not expected to be material. In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory . The standard removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This pronouncement is effective for annual reporting periods beginning after December 15, 2017. The amendments in this ASU should be applied using a retrospective approach. We have not completed an evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures, but the impact is not expected to be material. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. As a result, under this ASU, an entity would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This pronouncement is effective for impairment tests in fiscal years beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which changes 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 required to be 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 must be presented outside of income from operations. This pronouncement is effective for annual reporting periods beginning after December 15, 2017, and the presentation disclosure should be applied using a retrospective approach. Early adoption is permitted. Our evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures is still in progress, but the impact is not expected to be material. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The pronouncement is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017, and should be applied prospectively. Early adoption is permitted, including adoption in any interim period. We have not completed an evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures, but the impact is not expected to be material. |
General Electric Transaction Ag
General Electric Transaction Agreement - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
General Electric Transaction Agreement | GENERAL ELECTRIC TRANSACTION AGREEMENT On July 3, 2017, subsequent to the period ended June 30, 2017 as reported herein, and pursuant to the terms of the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among GE, Baker Hughes, Bear Newco, Inc. (which was renamed "Baker Hughes, a GE company") ("BHGE") and Bear MergerSub, Inc. ("Merger Sub"), as amended by the Amendment to Transaction Agreement and Plan of Merger, dated as of March 27, 2017, among GE, Baker Hughes, BHGE, Merger Sub, Baker Hughes Newco, Inc., a wholly owned subsidiary of Baker Hughes ("Newco 2"), and Bear MergerSub 2, Inc., a wholly owned subsidiary of Newco 2 ("Merger Sub 2") (the "Transaction Agreement"), the following transactions (the "Transactions") were consummated: Baker Hughes merged with Merger Sub 2, with Baker Hughes surviving the merger as a direct wholly owned subsidiary of Newco 2 (the "First Merger"), immediately followed by the conversion of the surviving corporation of the First Merger into a Delaware limited liability company (originally named Newco LLC and then renamed Baker Hughes, a GE company, LLC) ("the Conversion"). Immediately following the Conversion, Newco 2 merged with BHGE, with BHGE surviving the merger (the "Second Merger"). Following the Second Merger, GE transferred to BHGE LLC (1) all of the equity interests of the GE O&G holding companies that held directly or indirectly all of the assets and liabilities of GE O&G, including any GE O&G operating subsidiaries, and (2) $7.4 billion in cash in exchange for approximately 62.5% of the membership interests in BHGE LLC (the "Contribution"). As a result of the Transactions, BHGE became the holding company of the combined businesses of Baker Hughes and GE O&G. Also on July 3, 2017, shares of BHGE's Class A Common Stock were issued to former Baker Hughes shareholders in exchange for their existing shares in Baker Hughes on a 1:1 basis. Shares of BHGE's Class A Common Stock are listed for trading on the New York Stock Exchange as a standard listing under the ticker symbol "BHGE". Holders of Baker Hughes common stock immediately prior to the Transactions owned approximately 37.5% of the indirect economic interest in BHGE LLC through their ownership of 100% of BHGE's Class A Common Stock immediately following the completion of the Transactions. All of the outstanding shares of Class B Common Stock of BHGE issued as a result of the Transactions are held by GE. Former Baker Hughes shareholders immediately after the completion of the Transactions also were entitled to receive a special one-time cash dividend of $17.50 per share (the "Special Dividend") paid by BHGE to holders of record of the Class A Common Stock. Events subsequent to June 30, 2017, including the completion of the Transactions, are not reflected in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. We incurred net costs of $49 million and $80 million during the three and six months ended June 30, 2017, respectively, related to the Transactions. See "Note 14. Subsequent Events" for additional information related to the Transactions. |
Impairment and Restructuring Ch
Impairment and Restructuring Charges - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Charges | IMPAIRMENT AND RESTRUCTURING CHARGES IMPAIRMENT CHARGES We conduct impairment tests on long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable based on estimated future cash flows. During the first six months of 2017 , based on current facts and circumstances, we did not identify any indicators of potential impairment for assets still in use that would require further examination. Impairments related to assets removed from service are included in restructuring charges below. In the second quarter of 2016, as a result of our long-lived asset impairment testing, certain machinery and equipment and intangible assets were written down to their estimated fair value. These assets remain in use. The majority of the impaired machinery and equipment and intangible assets related to our pressure pumping business in North America, Middle East and Asia Pacific. The estimated fair values for these assets were determined using discounted future cash flows. The significant Level 3 unobservable inputs used in the determination of the fair value of these assets were the estimated future cash flows and the weighted average cost of capital of 10.0% for North America, 14.0% for Middle East and 13.5% for Asia Pacific. Long-lived asset impairment charges are summarized in the table below: Three Months Ended Six Months Ended Long-lived asset impairment charges June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Machinery and equipment $ — $ 240 $ — $ 346 Intangible assets — 89 — 101 Total long-lived asset impairment charges $ — $ 329 $ — $ 447 RESTRUCTURING CHARGES As a result of the downturn in the oil and natural gas industry, beginning in the first quarter of 2015 through the first quarter of 2017, we took broad actions to reduce costs, simplify our organization, refine and rationalize our operating strategy and adjust our capacity to meet expected levels of activity. We refer to this initiative as the "Global Cost Reduction and Restructuring." During the first quarter of 2017, we also initiated a separate restructuring plan to address specific market challenges in key areas, including offshore North America, North Sea, Africa and Southeast Asia. These actions were primarily related to workforce reductions. We refer to this initiative as the "2017 Oilfield Restructuring." The table below summarizes the impact of the two restructuring plans described above for the three and six months ended June 30, 2017 and 2016. There were no new impairment or restructuring charges during the three months ended June 30, 2017 associated with either plan. Three Months Ended Six Months Ended Restructuring charges June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Global Cost Reduction and Restructuring $ — $ 797 $ 21 $ 839 2017 Oilfield Restructuring — — 69 — Total restructuring charges $ — $ 797 $ 90 $ 839 Global Cost Reduction and Restructuring As part of our Global Cost Reduction and Restructuring plan, we took actions that included workforce reductions, contract terminations, facility closures and the permanent removal from service and disposal of excess machinery and equipment. The composition of total restructuring charges we incurred under this plan is shown in the following table: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Workforce reductions $ — $ 98 $ 3 $ 145 Contract terminations — 91 7 91 Impairment of fixed assets — 608 11 603 Total restructuring charges $ — $ 797 $ 21 $ 839 During the second quarter of 2016, the following actions occurred related to the Global Cost Reduction and Restructuring Plan: • Initiated workforce reductions that resulted in the elimination of approximately 3,000 positions worldwide and recorded a charge for severance expense of $98 million . • Canceled a supply contract and certain equipment leases and recorded a charge of $91 million for contract termination costs. • Adjustments were made to align our capacity to expected future operational levels and strategy and as a result, we recognized an impairment related to excess machinery and equipment. In addition, we consolidated and closed certain facilities, primarily in North America. These actions resulted in an impairment charges of $608 million . During the first quarter of 2017, we recorded a charge of $21 million primarily due to impairment charges resulting from the closing of certain owned facilities as well as the cost to terminate facility and equipment lease contracts . We made payments totaling $55 million during the first six months of 2017 for severance and costs related to contract terminations. We expect that substantially all of the remaining cash payments related to this plan will be paid by the end of 2017. We do not expect further restructuring activities under this plan. 2017 Oilfield Restructuring During the first quarter of 2017, as part of the 2017 Oilfield Restructuring plan, we took actions to reorganize our operating structure in certain countries based on recent changes in market conditions. Accordingly, we recorded a charge of $69 million , primarily related to workforce reductions. The composition of total restructuring charges is shown in the following table: Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Workforce reductions $ — $ 58 Other — 11 Total restructuring charges $ — $ 69 The workforce reductions initiated in the first quarter of 2017 resulted in the elimination of approximately 850 positions worldwide. We made payments totaling $30 million during the first six months of 2017, and we expect that substantially all of the remaining cash payments related to this plan will be paid by the end of 2017. We do not expect significant restructuring activities under this plan for the remainder of 2017. OTHER CHARGES During the second quarter of 2016 , in connection with the evaluation of our current inventory levels and expected future demand and to align with our future strategy, we recorded charges of $621 million , including $34 million of disposal costs, of which $205 million is reported in cost of sales and $416 million is reported in cost of services, to write off the carrying value of inventory deemed excess. These actions impacted all product lines. The amount of the inventory write-off recorded by segment is as follows: North America - $209 million ; Latin America - $88 million ; Europe/Africa/Russia Caspian - $152 million ; Middle East/Asia Pacific - $125 million ; and Industrial Services - $47 million . We have disposed of substantially all of the excess inventory. The product lines impacted were primarily pressure pumping and drilling and completion fluids. |
Equity Method Investment - (Not
Equity Method Investment - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | EQUITY METHOD INVESTMENT We use the equity method to account for investments in companies in which we do not have a controlling financial interest, but over which we exercise significant influence over the operating and financial policies. Our consolidated net income (loss) includes our proportionate share of the net income (loss) of the investee. In December 2016, we closed the transaction contemplated by the contribution agreement among our subsidiaries, CSL Capital Management ("CSL") and West Street Energy Partners ("WSEP"), a fund managed by the Merchant Banking Division of Goldman Sachs, to create a North American onshore pressure pumping company, called BJ Services, LLC ("BJ Services"). Under the terms of the agreement, we contributed our wholly-owned North American onshore pressure pumping business, which consists primarily of cementing and hydraulic fracturing services in the U.S. and Canada. This also includes personnel, technology and infrastructure. We received a 46.7% interest in BJ Services, which we recorded as an equity method investment and include in Other Assets in our condensed consolidated balance sheet. We retained no other services within the onshore North American pressure pumping business that was contributed to BJ Services. We will continue to provide customary support services during the transition period. BJ Services has access to certain of our pressure pumping technology through a licensing agreement. We have representation on the BJ Services board of directors based on our ownership interest. While there is no formal agreement for strategic collaboration between us and BJ Services, the mixed board representation allows the BHGE LLC representatives and the BJ Services executives to identify possible opportunities for the two parties to collaborate. Through this collaboration, we may access BJ Services' product and service portfolio to provide solutions to customers in the North American onshore market if and when opportunities arise. Financial information for BJ Services is reported on a one-month lag. The impact of the lag on our consolidated net income (loss) is not expected to be material. BJ Services is taxed as a partnership, therefore, the net loss reflected below does not include U.S. income taxes. Summarized unaudited financial information for BJ Services for the three and five months ended May 31, 2017 is as follows: Three Months Ended Five Months Ended May 31, 2017 May 31, 2017 Revenue $ 265 $ 365 Gross profit (loss) (30 ) (58 ) Net loss (45 ) (84 ) Net loss attributable to BHGE LLC (21 ) (39 ) |
Segment Information - (Notes)
Segment Information - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION We are a supplier of oilfield services, products, technology and systems used in the worldwide oil and natural gas business, referred to as oilfield operations, which are managed through operating segments that are aligned with our geographic regions. We also provide services and products to the downstream chemicals, and process and pipeline services, referred to as Industrial Services. The performance of our operating segments is evaluated based on operating profit (loss) before tax, which is defined as income (loss) before income taxes and equity in loss of affiliate and before the following: net interest expense, corporate expenses and certain gains and losses, including impairment and restructuring charges, goodwill impairment charges and the merger termination fee, not allocated to the operating segments. Summarized financial information is shown in the following tables: Three Months Ended Three Months Ended June 30, 2017 June 30, 2016 Segments Revenue Operating Profit (Loss) Before Tax Revenue Operating Profit (Loss) Before Tax North America $ 778 $ 14 $ 668 $ (311 ) Latin America 208 12 235 (243 ) Europe/Africa/Russia Caspian 504 15 581 (257 ) Middle East/Asia Pacific 661 63 651 (142 ) Industrial Services 253 (8 ) 273 (43 ) Total Operations 2,404 96 2,408 (996 ) Corporate (1) — (103 ) — (29 ) Loss on early extinguishment of debt — — — (142 ) Interest expense, net — (30 ) — (48 ) Impairment and restructuring charges — — — (1,126 ) Goodwill impairment — — — (1,841 ) Merger and related costs, net — (49 ) — (78 ) Merger termination fee — — — 3,500 Total $ 2,404 $ (86 ) $ 2,408 $ (760 ) (1) For the three months ended June 30, 2017, corporate expenses include charges for litigation and other related matters of $67 million . Six Months Ended Six Months Ended June 30, 2017 June 30, 2016 Segments Revenue Operating Profit (Loss) Before Tax Revenue Operating Profit (Loss) Before Tax North America $ 1,490 $ (9 ) $ 1,487 $ (536 ) Latin America 409 96 512 (309 ) Europe/Africa/Russia Caspian 965 16 1,192 (276 ) Middle East/Asia Pacific 1,322 135 1,369 (93 ) Industrial Services 480 (14 ) 518 (47 ) Total Operations 4,666 224 5,078 (1,261 ) Corporate (1) — (140 ) — (61 ) Loss on early extinguishment of debt — — — (142 ) Interest expense, net — (65 ) — (103 ) Impairment and restructuring charges — (90 ) — (1,286 ) Goodwill impairment — — — (1,841 ) Merger and related costs, net — (80 ) — (180 ) Merger termination fee — — — 3,500 Total $ 4,666 $ (151 ) $ 5,078 $ (1,374 ) (1) For the six months ended June 30, 2017, corporate expenses include charges for litigation and other related matters of $67 million . |
Income Taxes - (Notes)
Income Taxes - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three months ended June 30, 2017 , the total income tax provision was $72 million on a loss before income taxes, including equity in loss of affiliate, of $107 million , resulting in a negative effective tax rate of 67.3% . The negative effective tax rate is due primarily to the geographical mix of earnings and losses, which resulted in taxes in certain jurisdictions, including withholding and deemed profit taxes, exceeding the tax benefit from the losses in other jurisdictions due to valuation allowances provided in most loss jurisdictions. |
Earnings Per Share - (Notes)
Earnings Per Share - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE A reconciliation of the number of shares used for the basic and diluted loss per share computations is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Weighted average common shares outstanding for basic and diluted loss per share 429 438 429 440 Anti-dilutive shares excluded from diluted loss per share (1) 1 1 1 1 Future potentially dilutive shares excluded from diluted loss per share (2) 2 6 2 7 (1) The calculation of diluted loss per share for the three and six months ended June 30, 2017 excludes shares potentially issuable under stock-based incentive compensation plans and the employee stock purchase plan, as their effect, if included, would have been anti-dilutive. (2) Options where the exercise price exceeds the average market price are excluded from the calculation of diluted net loss or earnings per share because their effect would be anti-dilutive. |
Inventories - (Notes)
Inventories - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory, Net [Abstract] | |
Inventories | INVENTORIES Inventories, net of reserves of $151 million at June 30, 2017 and $188 million at December 31, 2016 , are comprised of the following: June 30, December 31, Finished goods $ 1,735 $ 1,607 Work in process 134 105 Raw materials 107 97 Total inventories $ 1,976 $ 1,809 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill is tested annually for impairment as of October 1 of each year or sooner when circumstances indicate an impairment may exist at the reporting unit level. During the second quarter of 2016, as a result of the termination of the Merger Agreement with Halliburton, we concluded it was necessary to conduct a goodwill impairment review. Our reporting units are the same as our five reportable segments. We determined the fair value of our reporting units using a combination of techniques including discounted cash flows derived from our long-term plans and a market approach that provides value indications through a comparison with guideline public companies. The inputs used to determine the fair values were classified as Level 3 in the fair value hierarchy. Based on the results of our impairment test, we determined that goodwill of two of our reporting units was impaired and recorded an estimate of the goodwill impairment loss of $1.84 billion , which consisted of $1.53 billion for the North America segment and $311 million for the Industrial Services segment. While we had substantially completed all actions necessary in the determination of the implied fair value of goodwill in the second quarter of 2016, some of the estimated fair values and allocations were subject to adjustment once the valuations and other computations were completed. The analysis was completed in the third quarter of 2016 and did not result in a material adjustment. Intangible assets are comprised of the following: June 30, 2017 December 31, 2016 Gross Carrying Amount Less: Accumulated Amortization Net Gross Carrying Amount Less: Accumulated Amortization Net Technology $ 526 $ 286 $ 240 $ 527 $ 267 $ 260 Customer relationships 68 36 32 74 31 43 Trade names 19 12 7 90 79 11 Other 17 14 3 17 13 4 Total intangible assets $ 630 $ 348 $ 282 $ 708 $ 390 $ 318 Intangible assets are generally amortized on a straight-line basis with estimated useful lives ranging from 3 to 30 years. Amortization expense for the three and six months ended June 30, 2017 was $13 million and $27 million , respectively, as compared to $20 million and $42 million reported in 2016 for the same periods. Amortization expense of these intangibles over the remainder of 2017 and for each of the subsequent five fiscal years is expected to be as follows: Year Estimated Amortization Expense Remainder of 2017 $ 26 2018 48 2019 46 2020 38 2021 32 2022 29 |
Financial Instruments - (Notes)
Financial Instruments - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | FINANCIAL INSTRUMENTS Our financial instruments include cash and cash equivalents, accounts receivable, investments, accounts payable, short and long-term debt and derivative financial instruments. Except for long-term debt, the estimated fair value of our financial instruments at June 30, 2017 and December 31, 2016 approximates their carrying value as reflected in our condensed consolidated balance sheets. The estimated fair value of total debt at June 30, 2017 and December 31, 2016 was $3.39 billion and $3.36 billion , respectively, which differs from the carrying amount of $3.01 billion and $3.02 billion , respectively, in our condensed consolidated balance sheets. The fair value was determined using quoted period-end market prices. During the first quarter of 2017, we executed an agreement with our primary customer in Ecuador, resulting in an exchange of certain fully reserved outstanding receivables for government-backed bonds. We recorded the bonds at their estimated fair value of $84 million at the date of exchange, which approximated their fair value as of March 31, 2017. The estimated fair value for these bonds was determined using discounted cash flows. The significant Level 3 unobservable input used in the determination of the fair value was the discount rate of 11.6% , which was based on the Ecuador government bond yield. This investment was classified as available-for-sale. During the second quarter of 2017, we sold the government-backed bonds for $92 million , resulting in a gain of $8 million , which was included in "Marketing, general and administrative expense" in our condensed consolidated statement of income (loss). |
Employee Benefit Plans - (Notes
Employee Benefit Plans - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits Plans | EMPLOYEE BENEFIT PLANS We have both funded and unfunded noncontributory defined benefit pension plans ("Pension Benefits") covering certain employees primarily in the U.S., the United Kingdom, Germany and Canada. We also provide certain postretirement health care benefits ("Other Postretirement Benefits"), through an unfunded plan, to a closed group of U.S. employees who, when they retire, have met certain age and service requirements. The components of net periodic cost are as follows for the three months ended June 30 : U.S. Pension Benefits Non-U.S. Pension Benefits Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Service cost $ 10 $ 13 $ 3 $ 3 $ 1 $ 1 Interest cost 7 7 5 7 1 1 Expected return on plan assets (10 ) (10 ) (8 ) (9 ) — — Amortization of prior service credit — — — — (2 ) (2 ) Amortization of net actuarial loss 2 2 2 2 — — Net periodic cost $ 9 $ 12 $ 2 $ 3 $ — $ — The components of net periodic cost are as follows for the six months ended June 30 : U.S. Pension Benefits Non-U.S. Pension Benefits Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Service cost $ 20 $ 26 $ 6 $ 7 $ 2 $ 2 Interest cost 14 14 11 14 2 2 Expected return on plan assets (20 ) (20 ) (17 ) (18 ) — — Amortization of prior service credit — — — — (4 ) (4 ) Amortization of net actuarial loss 4 5 4 3 — — Net periodic cost $ 18 $ 25 $ 4 $ 6 $ — $ — For all pension plans, we make annual contributions to the plans in amounts equal to or greater than amounts necessary to meet minimum governmental funding requirements. During the six months ended June 30, 2017 , we contributed approximately $18 million to our defined benefit and other postretirement benefit plans. We expect to contribute between $47 million and $50 million to our defined benefit plans and to make payments of between $6 million and $7 million related to other postretirement benefit plans for the remainder of 2017. We contributed approximately $74 million to our defined contribution plans during the six months ended June 30, 2017 , and we estimate we will contribute between $68 million and $74 million to these plans during the remainder of 2017. |
Commitments and Contingencies -
Commitments and Contingencies - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. A range of total possible losses for all litigation matters, other than those discussed below, 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. Our current and best estimate of a reasonable range of total possible losses collectively for the four litigation matters denoted below is between $80 million and $290 million . 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 customer notifications related to a possible equipment failure in a natural gas storage system in Northern Germany, which includes certain of our products. We are currently investigating the cause of the possible failure and, if necessary, possible repair and replacement options for our products. Similar products were utilized in other natural gas storage systems for this and other customers. 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 now alleges damages of approximately $224 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. At this time, we are not able to predict the outcome of these claims. On April 30, 2015, a class and collective action lawsuit alleging that we failed to pay a nationwide class of workers overtime in compliance with the Fair Labor Standards Act and North Dakota law was filed titled Williams et al. v. Baker Hughes Oilfield Operations, Inc. in the U.S. District Court for the District of North Dakota. On February 8, 2016, the Court conditionally certified certain subclasses of employees for collective action treatment. We are evaluating the background facts and at this time cannot predict the outcome of this lawsuit. 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 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 agreed to institute an inter-partes review of U.S. Patent Nos 7,861,774; 7,134,505; 7,534,634; 6,907,936; 8,657,009; and 9,074,451. Trial on the validity of asserted claims from Canada patent 2,412,072, was completed March 9, 2017, with no decision from the Court at this time. At this time, we are not able to predict the outcome of these claims. On May 10, 2017, a putative class action complaint was filed on behalf of purported Baker Hughes stockholders in the U.S. District Court for the Southern District of Texas challenging the Transaction Agreement and Plan of Merger combining Baker Hughes with GE O&G. The complaint is captioned Booth Family Trust v. Baker Hughes Inc., et al ., Civil Action No. 4:17-cv-01457 (S.D. Tex. 2017). The complaint asserts, among other things, claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") against Baker Hughes and the members of its board of directors and challenges the adequacy of the disclosures made in the combined proxy statement/prospectus dated as of May 9, 2017. In addition to certain unspecified damages and reimbursement of costs, the plaintiff seeks to enjoin the consummation of the Transactions, or in the event the Transactions are consummated, to rescind the Transactions or to obtain rescissory damages. On June 21, 2017, the parties reached an agreement in principle to settle the Booth Family Trust litigation in exchange for the Company making certain additional disclosures. Those disclosures were contained in an 8-K filed with the SEC on June 22, 2017. On July 5, 2017, Booth Family Trust filed a stipulation to dismiss the lawsuit as moot, which remains pending before the Court. Pursuant to the stipulation, the Court will retain jurisdiction to resolve any attorneys' fees dispute between the parties. 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 those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability, general liability and workers compensation. 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 $1.1 billion at June 30, 2017 . 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the changes in accumulated other comprehensive loss, net of tax: Pensions and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (284 ) $ (749 ) $ (1,033 ) Other comprehensive income (loss) before reclassifications (11 ) 59 48 Amounts reclassified from accumulated other comprehensive loss 4 — 4 Deferred taxes (1 ) — (1 ) Balance at June 30, 2017 $ (292 ) $ (690 ) $ (982 ) Pensions and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive Loss Balance at December 31, 2015 $ (261 ) $ (744 ) $ (1,005 ) Other comprehensive income before reclassifications 11 40 51 Amounts reclassified from accumulated other comprehensive loss 4 — 4 Deferred taxes (1 ) — (1 ) Balance at June 30, 2016 $ (247 ) $ (704 ) $ (951 ) The amounts reclassified from accumulated other comprehensive loss during the six months ended June 30, 2017 and 2016 represent the amortization of prior service credit and net actuarial loss, which are included in the computation of net periodic cost. See "Note 11. Employee Benefit Plans" for additional details. Net periodic cost is recorded in cost of sales and services, research and engineering, and marketing, general and administrative expenses. |
Subsequent Events - (Notes)
Subsequent Events - (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS GE TRANSACTION As discussed in "Note 2. General Electric Transaction Agreement," 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. As a partnership, BHGE LLC will be treated as a flow-through entity for U.S. federal income tax purposes and, accordingly, will not incur any material current or deferred U.S. federal income taxes. BHGE LLC’s foreign subsidiaries, however, are expected to incur current and deferred foreign income taxes. GE holds an approximate 62.5% controlling interest in this partnership and former Baker Hughes shareholders hold an approximate 37.5% interest through the ownership of 100% of BHGE's Class A Common Stock, which was listed under the ticker symbol "BHGE" on the New York Stock Exchange. GE’s approximate 62.5% interest is held through a voting interest of Class B Common Stock in BHGE and its economic interest through a corresponding number of common units of BHGE LLC. Former Baker Hughes shareholders immediately after the completion of the Transactions, were entitled to receive a Special Dividend of $17.50 per share paid by BHGE to holders of record of the Class A Common Stock. GE contributed $7.4 billion to BHGE LLC to fund substantially all of the Special Dividend. BHGE LLC is governed by an amended and restated operating agreement to which the business and operations of BHGE LLC are managed by EHHC Newco, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the BHGE, as the managing member. Prior to the Transactions, shares of Baker Hughes common stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the New York Stock Exchange and the SIX Swiss Exchange. Shares of Baker Hughes common stock were suspended from trading on the New York Stock Exchange and the SIX Swiss Exchange prior to the open of trading on July 5, 2017. The New York Stock Exchange filed a Form 25 on Baker Hughes' behalf to provide notice to the SEC regarding the withdrawal of shares of Baker Hughes common stock from listing and to terminate the registration of such shares under Section 12(b) of the Exchange Act. The issuance of BHGE's Class A Common Stock in connection with the Transactions was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement on Form S-4 (File No. 333-216991), as amended, filed with the SEC by BHGE and declared effective on May 30, 2017. As a result of the Transactions, on July 3, 2017, BHGE issued 428 million shares of Class A Common Stock and 717 million shares of Class B Common Stock. Based on the relative voting rights of former Baker Hughes shareholders and GE immediately following completion of the Transactions, and after taking into consideration all relevant facts, GE O&G is treated as the "acquirer" and Baker Hughes is treated as the "acquired" company using the acquisition method of accounting. As such, the historical financial statements of the accounting acquirer, GE O&G, will become the historical financial statements of BHGE and BHGE LLC for periods ending after the closing of the Transactions. CREDIT FACILITY On July 3, 2017, in connection with the combination with GE O&G, we entered into a new five-year $3 billion committed unsecured revolving credit facility (the "2017 Credit Agreement") with commercial banks maturing in July 2022, which replaced our existing credit facility of $2.5 billion , but maintained the existing commercial paper program. 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. To the extent we have outstanding commercial paper, the aggregate ability to borrow under the 2017 Credit Agreement is reduced. |
Organization, Nature of Opera23
Organization, Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies - (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company included herein 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 Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, certain information and disclosures normally included in our annual financial statements have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 . We believe the unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. In the Notes to Unaudited Condensed Consolidated Financial Statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. |
New Accounting Standards | New Accounting Standards Adopted In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17, Balance Sheet Classification of Deferred Taxes . The new standard requires all deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. We adopted this pronouncement prospectively on January 1, 2017, thus prior periods were not adjusted. The impact of adoption was not material to our condensed consolidated balance sheets. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting . The simplifications in this standard affect several aspects of the accounting for share-based payment transactions, including the requirement to record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement. We adopted this pronouncement on January 1, 2017. The impact of adoption was not material to our condensed consolidated financial statements and related disclosures. New Accounting Standards To Be Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The pronouncement is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The standard permits either a full retrospective method of adoption, in which the standard is applied to all the periods presented, or a modified retrospective method of adoption, in which the standard is applied only to the current period with a cumulative-effect adjustment reflected in retained earnings. We will adopt the new standard on January 1, 2018, and will make a final decision on the adoption method following the close of the Transactions on July 3, 2017 as discussed in "Note 2. General Electric Transaction Agreement" and the completion of the assessment that the adoption will have on the combined businesses. We are currently evaluating the provisions of ASU No. 2014-09 and assessing the impact, if any, that it may have on our financial position and results of operations. In the fourth quarter of 2016, we formed an implementation work team, completed training of the new ASU's revenue recognition model and began policy and contract review. Our approach includes performing a detailed review of contracts representative of our different product lines and comparing historical accounting policies and practices to the new requirements that are in the standard. We engaged external resources to help the Company complete the analysis of potential changes to current accounting practices related to material revenue streams and are substantially complete with the initial assessment. During the remainder of 2017, we will quantify the potential impacts as well as design and implement required process, system and control changes to address the impacts identified in the assessment. We are not currently able to reasonably estimate the impact the new revenue recognition standard will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , a new standard on accounting for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the provisions of ASU No. 2016-02 and assessing the impact it will have on our consolidated financial statements and related disclosures. In the fourth quarter of 2016, we formed an implementation work team and completed training of the new ASU's lease model with the implementation team. We engaged external resources to complete an initial review of lease agreements representative of the different aspects of our business and to assess the potential changes to current accounting practices as a result of the new requirements that are in the standard. We are substantially complete with the initial assessment. While we continue to evaluate the effect of the standard on our ongoing financial reporting, we anticipate that the adoption of the ASU may significantly affect our balance sheet. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The new standard amends the impairment model for trade receivables, net investments in leases, debt securities, loans and certain other instruments to utilize an expected loss methodology in place of the currently used incurred loss methodology. This pronouncement is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption will be permitted for annual periods beginning after December 15, 2018. We are currently evaluating the provisions of the pronouncement and assessing the impact, if any, on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The standard addresses the classification and presentation of eight specific cash flow issues that currently result in diverse practices. This pronouncement is effective for annual reporting periods beginning after December 15, 2017. The amendments in this ASU should be applied using a retrospective approach. We have not completed an evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures, but the impact is not expected to be material. In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory . The standard removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This pronouncement is effective for annual reporting periods beginning after December 15, 2017. The amendments in this ASU should be applied using a retrospective approach. We have not completed an evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures, but the impact is not expected to be material. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. As a result, under this ASU, an entity would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This pronouncement is effective for impairment tests in fiscal years beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which changes 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 required to be 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 must be presented outside of income from operations. This pronouncement is effective for annual reporting periods beginning after December 15, 2017, and the presentation disclosure should be applied using a retrospective approach. Early adoption is permitted. Our evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures is still in progress, but the impact is not expected to be material. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The pronouncement is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017, and should be applied prospectively. Early adoption is permitted, including adoption in any interim period. We have not completed an evaluation of the impact the pronouncement will have on our consolidated financial statements and related disclosures, but the impact is not expected to be material. |
Impairment and Restructuring 24
Impairment and Restructuring Charges - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Impairments Charges | Long-lived asset impairment charges are summarized in the table below: Three Months Ended Six Months Ended Long-lived asset impairment charges June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Machinery and equipment $ — $ 240 $ — $ 346 Intangible assets — 89 — 101 Total long-lived asset impairment charges $ — $ 329 $ — $ 447 |
Schedule of Restructuring and Related Costs | The composition of total restructuring charges is shown in the following table: Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Workforce reductions $ — $ 58 Other — 11 Total restructuring charges $ — $ 69 The composition of total restructuring charges we incurred under this plan is shown in the following table: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Workforce reductions $ — $ 98 $ 3 $ 145 Contract terminations — 91 7 91 Impairment of fixed assets — 608 11 603 Total restructuring charges $ — $ 797 $ 21 $ 839 The table below summarizes the impact of the two restructuring plans described above for the three and six months ended June 30, 2017 and 2016. There were no new impairment or restructuring charges during the three months ended June 30, 2017 associated with either plan. Three Months Ended Six Months Ended Restructuring charges June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Global Cost Reduction and Restructuring $ — $ 797 $ 21 $ 839 2017 Oilfield Restructuring — — 69 — Total restructuring charges $ — $ 797 $ 90 $ 839 |
Equity Method Investment - (Tab
Equity Method Investment - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Summarized unaudited financial information for BJ Services for the three and five months ended May 31, 2017 is as follows: Three Months Ended Five Months Ended May 31, 2017 May 31, 2017 Revenue $ 265 $ 365 Gross profit (loss) (30 ) (58 ) Net loss (45 ) (84 ) Net loss attributable to BHGE LLC (21 ) (39 ) |
Segment Information - (Tables)
Segment Information - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summarized financial information | Summarized financial information is shown in the following tables: Three Months Ended Three Months Ended June 30, 2017 June 30, 2016 Segments Revenue Operating Profit (Loss) Before Tax Revenue Operating Profit (Loss) Before Tax North America $ 778 $ 14 $ 668 $ (311 ) Latin America 208 12 235 (243 ) Europe/Africa/Russia Caspian 504 15 581 (257 ) Middle East/Asia Pacific 661 63 651 (142 ) Industrial Services 253 (8 ) 273 (43 ) Total Operations 2,404 96 2,408 (996 ) Corporate (1) — (103 ) — (29 ) Loss on early extinguishment of debt — — — (142 ) Interest expense, net — (30 ) — (48 ) Impairment and restructuring charges — — — (1,126 ) Goodwill impairment — — — (1,841 ) Merger and related costs, net — (49 ) — (78 ) Merger termination fee — — — 3,500 Total $ 2,404 $ (86 ) $ 2,408 $ (760 ) (1) For the three months ended June 30, 2017, corporate expenses include charges for litigation and other related matters of $67 million . Six Months Ended Six Months Ended June 30, 2017 June 30, 2016 Segments Revenue Operating Profit (Loss) Before Tax Revenue Operating Profit (Loss) Before Tax North America $ 1,490 $ (9 ) $ 1,487 $ (536 ) Latin America 409 96 512 (309 ) Europe/Africa/Russia Caspian 965 16 1,192 (276 ) Middle East/Asia Pacific 1,322 135 1,369 (93 ) Industrial Services 480 (14 ) 518 (47 ) Total Operations 4,666 224 5,078 (1,261 ) Corporate (1) — (140 ) — (61 ) Loss on early extinguishment of debt — — — (142 ) Interest expense, net — (65 ) — (103 ) Impairment and restructuring charges — (90 ) — (1,286 ) Goodwill impairment — — — (1,841 ) Merger and related costs, net — (80 ) — (180 ) Merger termination fee — — — 3,500 Total $ 4,666 $ (151 ) $ 5,078 $ (1,374 ) (1) For the six months ended June 30, 2017, corporate expenses include charges for litigation and other related matters of $67 million . |
Earnings Per Share - (Tables)
Earnings Per Share - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Number of Shares | A reconciliation of the number of shares used for the basic and diluted loss per share computations is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Weighted average common shares outstanding for basic and diluted loss per share 429 438 429 440 Anti-dilutive shares excluded from diluted loss per share (1) 1 1 1 1 Future potentially dilutive shares excluded from diluted loss per share (2) 2 6 2 7 (1) The calculation of diluted loss per share for the three and six months ended June 30, 2017 excludes shares potentially issuable under stock-based incentive compensation plans and the employee stock purchase plan, as their effect, if included, would have been anti-dilutive. (2) Options where the exercise price exceeds the average market price are excluded from the calculation of diluted net loss or earnings per share because their effect would be anti-dilutive. |
Inventories - (Tables)
Inventories - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory, Net [Abstract] | |
Inventories, net of reserves | Inventories, net of reserves of $151 million at June 30, 2017 and $188 million at December 31, 2016 , are comprised of the following: June 30, December 31, Finished goods $ 1,735 $ 1,607 Work in process 134 105 Raw materials 107 97 Total inventories $ 1,976 $ 1,809 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of the following: June 30, 2017 December 31, 2016 Gross Carrying Amount Less: Accumulated Amortization Net Gross Carrying Amount Less: Accumulated Amortization Net Technology $ 526 $ 286 $ 240 $ 527 $ 267 $ 260 Customer relationships 68 36 32 74 31 43 Trade names 19 12 7 90 79 11 Other 17 14 3 17 13 4 Total intangible assets $ 630 $ 348 $ 282 $ 708 $ 390 $ 318 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense of these intangibles over the remainder of 2017 and for each of the subsequent five fiscal years is expected to be as follows: Year Estimated Amortization Expense Remainder of 2017 $ 26 2018 48 2019 46 2020 38 2021 32 2022 29 |
Employee Benefit Plans - (Table
Employee Benefit Plans - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Costs | The components of net periodic cost are as follows for the three months ended June 30 : U.S. Pension Benefits Non-U.S. Pension Benefits Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Service cost $ 10 $ 13 $ 3 $ 3 $ 1 $ 1 Interest cost 7 7 5 7 1 1 Expected return on plan assets (10 ) (10 ) (8 ) (9 ) — — Amortization of prior service credit — — — — (2 ) (2 ) Amortization of net actuarial loss 2 2 2 2 — — Net periodic cost $ 9 $ 12 $ 2 $ 3 $ — $ — The components of net periodic cost are as follows for the six months ended June 30 : U.S. Pension Benefits Non-U.S. Pension Benefits Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Service cost $ 20 $ 26 $ 6 $ 7 $ 2 $ 2 Interest cost 14 14 11 14 2 2 Expected return on plan assets (20 ) (20 ) (17 ) (18 ) — — Amortization of prior service credit — — — — (4 ) (4 ) Amortization of net actuarial loss 4 5 4 3 — — Net periodic cost $ 18 $ 25 $ 4 $ 6 $ — $ — |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Loss - (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | The following tables present the changes in accumulated other comprehensive loss, net of tax: Pensions and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (284 ) $ (749 ) $ (1,033 ) Other comprehensive income (loss) before reclassifications (11 ) 59 48 Amounts reclassified from accumulated other comprehensive loss 4 — 4 Deferred taxes (1 ) — (1 ) Balance at June 30, 2017 $ (292 ) $ (690 ) $ (982 ) Pensions and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive Loss Balance at December 31, 2015 $ (261 ) $ (744 ) $ (1,005 ) Other comprehensive income before reclassifications 11 40 51 Amounts reclassified from accumulated other comprehensive loss 4 — 4 Deferred taxes (1 ) — (1 ) Balance at June 30, 2016 $ (247 ) $ (704 ) $ (951 ) |
General Electric Transaction 32
General Electric Transaction Agreement - (Details) - USD ($) | Jul. 03, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||||
Transaction related costs | $ 49,000,000 | $ 78,000,000 | $ 80,000,000 | $ 180,000,000 | |
Subsequent Event | GE Transaction Agreement | GE O&G | |||||
Business Acquisition [Line Items] | |||||
Cash payment to acquire interest in Newco LLC | $ 7,400,000,000 | ||||
Subsequent Event | GE Transaction Agreement | GE O&G | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Approximate interest to be acquired (percent) | 62.50% | ||||
Subsequent Event | GE Transaction Agreement | Baker Hughes Incorporated | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Approximate interest to be acquired (percent) | 37.50% | ||||
Percentage of Newco common stock to be held (percent) | 100.00% | ||||
Subsequent Event | GE Transaction Agreement | Bear Newco Inc. | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Special dividend to be distributed (in dollars per share) | $ 17.50 |
Impairment and Restructuring 33
Impairment and Restructuring Charges - Schedule of Impaired Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Total long-lived asset impairment charges | $ 19 | $ 1,055 | ||
Machinery and equipment | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Machinery and equipment | $ 0 | $ 240 | 0 | 346 |
Intangible assets | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Intangible assets | 0 | 89 | 0 | 101 |
Long-lived assets remaining in use | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Total long-lived asset impairment charges | $ 0 | $ 329 | $ 0 | $ 447 |
Impairment and Restructuring 34
Impairment and Restructuring Charges - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($)Employee | Jun. 30, 2016USD ($)Employee | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 0 | $ 797 | $ 90 | $ 839 | |
Inventory write-down | $ 621 | 0 | 587 | ||
North America | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Weighted average cost of capital (percent) | 10.00% | ||||
Inventory write-down | $ 209 | ||||
Middle East | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Weighted average cost of capital (percent) | 14.00% | ||||
Asia Pacific | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Weighted average cost of capital (percent) | 13.50% | ||||
Latin America | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory write-down | $ 88 | ||||
Europe/Africa/Russia Caspian | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory write-down | 152 | ||||
Middle East/Asia Pacific | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory write-down | 125 | ||||
Industrial Services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory write-down | 47 | ||||
Global Cost Reduction and Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | $ 797 | 21 | 839 | |
Global Cost Reduction and Restructuring | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of positions eliminated | Employee | 3,000 | ||||
Restructuring charges | 0 | $ 98 | 3 | 145 | |
Global Cost Reduction and Restructuring | Facility Closing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | $ 21 | 608 | 11 | 603 |
Global Cost Reduction and Restructuring | Severance and Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | 55 | ||||
Global Cost Reduction and Restructuring | Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 91 | 7 | 91 | |
2017 Oilfield Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 0 | 69 | $ 0 | |
2017 Oilfield Restructuring | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected number of positions to be eliminated | Employee | 850 | ||||
Payments for restructuring | $ 30 | ||||
Restructuring charges | 0 | $ 69 | 58 | ||
2017 Oilfield Restructuring | Other Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 0 | $ 11 | |||
Disposal Cost | |||||
Restructuring Cost and Reserve [Line Items] | |||||
inventory disposal costs | 34 | ||||
Cost of Sales | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory write-down | 205 | ||||
Cost of Services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory write-down | $ 416 |
Impairment and Restructuring 35
Impairment and Restructuring Charges - Schedule of Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | $ 0 | $ 797 | $ 90 | $ 839 | |
Global Cost Reduction and Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 0 | 797 | 21 | 839 | |
Global Cost Reduction and Restructuring | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 0 | 98 | 3 | 145 | |
Global Cost Reduction and Restructuring | Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 0 | 91 | 7 | 91 | |
Global Cost Reduction and Restructuring | Fixed Assets | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 0 | $ 21 | 608 | 11 | 603 |
2017 Oilfield Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 0 | $ 0 | 69 | $ 0 | |
2017 Oilfield Restructuring | Workforce Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 0 | $ 69 | 58 | ||
2017 Oilfield Restructuring | Other Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | $ 0 | $ 11 |
Equity Method Investment - (Det
Equity Method Investment - (Details) - USD ($) $ in Millions | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | May 31, 2017 | Jun. 30, 2016 | May 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Net loss attributable to BHGE LLC | $ (21) | $ 0 | $ (39) | $ 0 | |||
BJ Services, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Interest acquired in BJ Services (percent) | 46.70% | ||||||
Revenue | $ 265 | $ 365 | |||||
Gross profit (loss) | (30) | (58) | |||||
Net loss | (45) | (84) | |||||
Net loss attributable to BHGE LLC | $ (21) | $ (39) |
Segment Information - (Details)
Segment Information - (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Summarized financial information [Abstract] | ||||
Revenue | $ 2,404 | $ 2,408 | $ 4,666 | $ 5,078 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (107) | |||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (86) | (760) | (151) | (1,374) |
Loss on early extinguishment of debt | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 0 | (142) | 0 | (142) |
Interest expense, net | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (30) | (48) | (65) | (103) |
Impairment and restructuring charges | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 0 | (1,126) | (90) | (1,286) |
Goodwill impairment | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 0 | (1,841) | 0 | (1,841) |
Merger and related costs, net | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (49) | (78) | (80) | (180) |
Merger termination fee | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 0 | 3,500 | 0 | 3,500 |
Total Operations | ||||
Summarized financial information [Abstract] | ||||
Revenue | 2,404 | 2,408 | 4,666 | 5,078 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 96 | (996) | 224 | (1,261) |
Total Operations | North America | ||||
Summarized financial information [Abstract] | ||||
Revenue | 778 | 668 | 1,490 | 1,487 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 14 | (311) | (9) | (536) |
Total Operations | Latin America | ||||
Summarized financial information [Abstract] | ||||
Revenue | 208 | 235 | 409 | 512 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 12 | (243) | 96 | (309) |
Total Operations | Europe/Africa/Russia Caspian | ||||
Summarized financial information [Abstract] | ||||
Revenue | 504 | 581 | 965 | 1,192 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 15 | (257) | 16 | (276) |
Total Operations | Middle East/Asia Pacific | ||||
Summarized financial information [Abstract] | ||||
Revenue | 661 | 651 | 1,322 | 1,369 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 63 | (142) | 135 | (93) |
Total Operations | Industrial Services | ||||
Summarized financial information [Abstract] | ||||
Revenue | 253 | 273 | 480 | 518 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (8) | (43) | (14) | (47) |
Corporate | ||||
Summarized financial information [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (103) | $ (29) | (140) | $ (61) |
Litigation and other related matters | $ 67 | $ 67 |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes provision | $ 72 | $ 152 | $ 119 | $ 519 |
Loss before income taxes | $ 107 | |||
Negative effective tax rate (percent) | 67.30% |
Earnings Per Share - (Details)
Earnings Per Share - (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Earnings Per Share [Abstract] | |||||
Weighted average common shares outstanding for basic and diluted loss per share (shares) | 429 | 438 | 429 | 440 | |
Anti-dilutive shares excluded from diluted loss per share | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive shares excluded from diluted loss per share (shares) | [1] | 1 | 1 | 1 | 1 |
Future potentially dilutive shares excluded from diluted loss per share | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive shares excluded from diluted loss per share (shares) | [2] | 2 | 6 | 2 | 7 |
[1] | The calculation of diluted loss per share for the three and six months ended June 30, 2017 excludes shares potentially issuable under stock-based incentive compensation plans and the employee stock purchase plan, as their effect, if included, would have been anti-dilutive. | ||||
[2] | Options where the exercise price exceeds the average market price are excluded from the calculation of diluted net loss or earnings per share because their effect would be anti-dilutive. |
Inventories - (Details)
Inventories - (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory, Net [Abstract] | ||
Inventory reserves | $ 151 | $ 188 |
Finished goods | 1,735 | 1,607 |
Work in process | 134 | 105 |
Raw materials | 107 | 97 |
Total inventories | $ 1,976 | $ 1,809 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 0 | $ 1,841 | $ 0 | $ 1,841 |
Amortization expense for intangible assets included in net income | $ 13 | 20 | $ 27 | $ 42 |
Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 3 years | |||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 30 years | |||
North America | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment | 1,530 | |||
Industrial Services | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 311 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Schedule of Intangible Assets by Type (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 630 | $ 708 |
Finite-Lived Intangible Assets, Accumulated Amortization | 348 | 390 |
Finite-Lived Intangible Assets, Net | 282 | 318 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | 526 | 527 |
Finite-Lived Intangible Assets, Accumulated Amortization | 286 | 267 |
Finite-Lived Intangible Assets, Net | 240 | 260 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | 68 | 74 |
Finite-Lived Intangible Assets, Accumulated Amortization | 36 | 31 |
Finite-Lived Intangible Assets, Net | 32 | 43 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | 19 | 90 |
Finite-Lived Intangible Assets, Accumulated Amortization | 12 | 79 |
Finite-Lived Intangible Assets, Net | 7 | 11 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | 17 | 17 |
Finite-Lived Intangible Assets, Accumulated Amortization | 14 | 13 |
Finite-Lived Intangible Assets, Net | $ 3 | $ 4 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Millions | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2017 | $ 26 |
2,018 | 48 |
2,019 | 46 |
2,020 | 38 |
2,021 | 32 |
2,022 | $ 29 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |||
Estimated fair value of debt | $ 3,390 | $ 3,390 | $ 3,360 |
Carrying amount of debt | 3,010 | 3,010 | $ 3,020 |
Estimated fair value of bonds | 84 | $ 84 | |
Fair value inputs, discount rate (percent) | 11.60% | ||
Sale price of government-backed bonds | 92 | ||
Gain on sale of government-backed bonds | $ 8 |
Employee Benefit Plans - (Detai
Employee Benefit Plans - (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Components of net periodic benefit cost [Abstract] | ||||
Employer contributions towards defined benefit and other postretirement plans | $ 18 | |||
Employer contributions towards defined contribution plans | 74 | |||
U.S. Pension Benefits | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | $ 10 | $ 13 | 20 | $ 26 |
Interest cost | 7 | 7 | 14 | 14 |
Expected return on plan assets | (10) | (10) | (20) | (20) |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Amortization of net actuarial loss | 2 | 2 | 4 | 5 |
Net periodic cost | 9 | 12 | 18 | 25 |
Non-U.S. Pension Benefits | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | 3 | 3 | 6 | 7 |
Interest cost | 5 | 7 | 11 | 14 |
Expected return on plan assets | (8) | (9) | (17) | (18) |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Amortization of net actuarial loss | 2 | 2 | 4 | 3 |
Net periodic cost | 2 | 3 | 4 | 6 |
Other Postretirement Benefits | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | 1 | 1 | 2 | 2 |
Interest cost | 1 | 1 | 2 | 2 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service credit | (2) | (2) | (4) | (4) |
Amortization of net actuarial loss | 0 | 0 | 0 | 0 |
Net periodic cost | 0 | $ 0 | 0 | $ 0 |
Minimum | ||||
Components of net periodic benefit cost [Abstract] | ||||
Estimated employer contributions towards defined contribution plans for remainder on fiscal year | 68 | 68 | ||
Minimum | Pension Plans | ||||
Components of net periodic benefit cost [Abstract] | ||||
Expected employer contributions to defined benefit plans | 47 | |||
Minimum | Other Postretirement Benefits | ||||
Components of net periodic benefit cost [Abstract] | ||||
Expected employer payments related to posteretirement benefit plans for remainder of fiscal year | 6 | |||
Maximum | ||||
Components of net periodic benefit cost [Abstract] | ||||
Estimated employer contributions towards defined contribution plans for remainder on fiscal year | $ 74 | 74 | ||
Maximum | Pension Plans | ||||
Components of net periodic benefit cost [Abstract] | ||||
Expected employer contributions to defined benefit plans | 50 | |||
Maximum | Other Postretirement Benefits | ||||
Components of net periodic benefit cost [Abstract] | ||||
Expected employer payments related to posteretirement benefit plans for remainder of fiscal year | $ 7 |
Commitments and Contingencies46
Commitments and Contingencies - (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | |
Off-balance sheet arrangements | $ 1,100 |
Natural Gas Storage System in Northern Germany | |
Loss Contingencies [Line Items] | |
Value of alleged damages sought | $ 224 |
Marginal rate on annual prime rate (percent) | 5.00% |
Minimum | |
Loss Contingencies [Line Items] | |
Estimate of possible losses | $ 80 |
Maximum | |
Loss Contingencies [Line Items] | |
Estimate of possible losses | $ 290 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive Loss - (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Changes in Accumulated Other Comprehensive Loss, Net of Tax | ||
Beginning Balance | $ 12,737 | $ 16,382 |
Ending Balance | 12,387 | 13,966 |
Pensions and Other Postretirement Benefits | ||
Changes in Accumulated Other Comprehensive Loss, Net of Tax | ||
Beginning Balance | (284) | (261) |
Other comprehensive income (loss) before reclassifications | (11) | 11 |
Amounts reclassified from accumulated other comprehensive loss | 4 | 4 |
Deferred taxes | (1) | (1) |
Ending Balance | (292) | (247) |
Foreign Currency Translation Adjustments | ||
Changes in Accumulated Other Comprehensive Loss, Net of Tax | ||
Beginning Balance | (749) | (744) |
Other comprehensive income (loss) before reclassifications | 59 | 40 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Deferred taxes | 0 | 0 |
Ending Balance | (690) | (704) |
Accumulated Other Comprehensive Loss | ||
Changes in Accumulated Other Comprehensive Loss, Net of Tax | ||
Beginning Balance | (1,033) | (1,005) |
Other comprehensive income (loss) before reclassifications | 48 | 51 |
Amounts reclassified from accumulated other comprehensive loss | 4 | 4 |
Deferred taxes | (1) | (1) |
Ending Balance | $ (982) | $ (951) |
Subsequent Events - (Details)
Subsequent Events - (Details) - USD ($) $ / shares in Units, shares in Millions | Jul. 03, 2017 | Jun. 30, 2017 |
Class of Stock [Line Items] | ||
Borrowing capacity on committed revolving credit facility | $ 2,500,000,000 | |
Subsequent Event | Common Class A | ||
Class of Stock [Line Items] | ||
Shares issued (shares) | 428 | |
Subsequent Event | Common Class B | ||
Class of Stock [Line Items] | ||
Shares issued (shares) | 717 | |
Revolving Credit Facility | 2017 Credit Agreement | Subsequent Event | ||
Class of Stock [Line Items] | ||
Borrowing capacity on committed revolving credit facility | $ 3,000,000,000 | |
GE Transaction Agreement | GE O&G | Subsequent Event | ||
Class of Stock [Line Items] | ||
Cash payment to acquire interest in Newco LLC | $ 7,400,000,000 | |
GE Transaction Agreement | GE O&G | Subsequent Event | Common Class A | ||
Class of Stock [Line Items] | ||
Approximate interest to be acquired (percent) | 62.50% | |
GE Transaction Agreement | Bear Newco Inc. | Subsequent Event | Common Class A | ||
Class of Stock [Line Items] | ||
Special dividend to be distributed (in dollars per share) | $ 17.50 | |
GE Transaction Agreement | Baker Hughes Incorporated | Subsequent Event | Common Class A | ||
Class of Stock [Line Items] | ||
Approximate interest to be acquired (percent) | 37.50% | |
Percentage of Newco common stock to be held (percent) | 100.00% |