July 23, 2024
Nancy Buese
Chief Financial Officer
Baker Hughes Company
575 N. Dairy Ashford Rd., Suite 100
Houston, TX 77079
Re: Baker Hughes Company
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 5, 2024
File No. 001-38143
Dear Nancy Buese:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Revenue and Operating Income, page 36
1. We note the tabular presentation of segment operating income through net
income (loss)
on page 37 includes a total of the segments' operating income, which
appears to create a
non-GAAP financial measure that should be reconciled to the most
directly comparable
GAAP measure. However, once reconciled it would appear such non-GAAP
measure may
include adjustments that are inconsistent with the applicable non-GAAP
guidance. In this
regard, adjusting for Corporate expenses appears to present
non-GAAP measures that
may exclude certain normal, recurring, cash operating expenses.
Therefore, please revise
to remove "Total segment operating income" from this presentation in
your MD&A in
your periodic filings and your Form 8-K earnings releases. Refer to Item
10(e)(1)(i)(B) of
Regulation S-K and Questions 100.01 and 104.04 of the Non-GAAP
Compliance
& Disclosure Interpretations.
July 23, 2024
Page 2
Fiscal Year 2023 to Fiscal Year 2022, page 37
2. Your discussion and analysis of results of operations appears to
primarily discuss results
based on the line items as presented in your ASC 280 segment
disclosures. Additionally,
for certain items discussed, such as "Corporate" expenses, it is not
clear how these are
presented in your consolidated statements of operations. Please revise
to ensure your
discussion of segment results focuses on segment revenues and items
included within the
segment profit (loss) measure. In addition, revise to include a separate
discussion of the
company's consolidated results of operations based on your consolidated
statements of
operations. Refer to Item 303(b) of Regulation S-K.
Guarantor Information, page 43
3. We note the disclosure regarding your guarantee of debt instruments
issued by
subsidiaries. Please tell us what consideration was given to identifying
the specific debt
security that is registered and filing Exhibit 22 pursuant to Item 601
of Regulation S-K for
guaranteed debt securities subject to Section 13(a) or 15(d) of the
Securities Exchange
Act of 1934.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Joyce Sweeney at 202-551-3449 or Christine Dietz at
202-551-3408 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Fernando Contreras