UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from_________to__________
Commission File Number 1-38143
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer Identification No.) | ||||||||||
| of incorporation or organization) | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (713 ) 439-8600
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
As of April 16, 2026, the registrant had outstanding 992,068,697 shares of Class A Common Stock, $0.0001 par value per share.
Baker Hughes Company
Table of Contents
Page No. | ||||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | i
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Baker Hughes Company
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended March 31, | ||||||||
| (In millions, except per share amounts) | 2026 | 2025 | ||||||
| Revenue: | ||||||||
| Sales of goods | $ | $ | ||||||
| Sales of services | ||||||||
| Total revenue | ||||||||
| Costs and expenses: | ||||||||
| Cost of goods sold | ||||||||
| Cost of services sold | ||||||||
| Selling, general and administrative | ||||||||
Research and development costs | ||||||||
Restructuring | ||||||||
Other (income) expense, net | ( | |||||||
| Interest expense, net | ||||||||
Income before income taxes | ||||||||
| Provision for income taxes | ( | ( | ||||||
Net income | ||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||
Net income attributable to Baker Hughes Company | $ | $ | ||||||
| Per share amounts: | ||||||||
Basic income per Class A common stock | $ | $ | ||||||
Diluted income per Class A common stock | $ | $ | ||||||
| Cash dividend per Class A common stock | $ | $ | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Baker Hughes Company 2026 First Quarter Form 10-Q | 1
Baker Hughes Company
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended March 31, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Net income | $ | $ | ||||||
| Less: Net income attributable to noncontrolling interests | ||||||||
| Net income attributable to Baker Hughes Company | ||||||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustments | ( | |||||||
| Cash flow hedges | ( | |||||||
| Benefit plans | ||||||||
Other comprehensive income (loss) | ( | |||||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests | ( | |||||||
Other comprehensive income (loss) attributable to Baker Hughes Company | ( | |||||||
Comprehensive income | ||||||||
| Less: Comprehensive income attributable to noncontrolling interests | ||||||||
Comprehensive income attributable to Baker Hughes Company | $ | $ | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Baker Hughes Company 2026 First Quarter Form 10-Q | 2
Baker Hughes Company
Condensed Consolidated Statements of Financial Position
(Unaudited)
(In millions, except par value) | March 31, 2026 | December 31, 2025 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Current receivables, net | ||||||||
| Inventories, net | ||||||||
| All other current assets | ||||||||
| Total current assets | ||||||||
Property, plant and equipment (net of accumulated depreciation of $ | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
| Contract and other deferred assets | ||||||||
Deferred income tax assets | ||||||||
| All other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
Short-term debt | ||||||||
| Progress collections and deferred income | ||||||||
| All other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Liabilities for pensions and other postretirement benefits | ||||||||
Deferred income tax liabilities | ||||||||
| All other liabilities | ||||||||
| Equity: | ||||||||
Class A Common Stock, $ | ||||||||
Capital in excess of par value | ||||||||
| Retained loss | ( | ( | ||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Baker Hughes Company equity | ||||||||
| Noncontrolling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Baker Hughes Company 2026 First Quarter Form 10-Q | 3
Baker Hughes Company
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(In millions, except per share amounts) | Class A Common Stock | Capital in Excess of Par Value | Retained Loss | Accumulated Other Comprehensive Loss | Non- controlling Interests | Total Equity | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
Other comprehensive loss | ( | ( | ( | |||||||||||||||||
Dividends on Class A common stock ($ | ( | ( | ||||||||||||||||||
| Stock-based compensation cost | ||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||
| (In millions, except per share amounts) | Class A Common Stock | Capital in Excess of Par Value | Retained Loss | Accumulated Other Comprehensive Loss | Non- controlling Interests | Total Equity | ||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||
Comprehensive income: | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||
Dividends on Class A common stock ($ | ( | ( | ||||||||||||||||||
| Repurchase and cancellation of Class A common stock | ( | ( | ||||||||||||||||||
| Stock-based compensation cost | ||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Baker Hughes Company 2026 First Quarter Form 10-Q | 4
Baker Hughes Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation cost | ||||||||
Change in fair value of equity securities | ||||||||
Gain on business dispositions | ( | |||||||
(Benefit) provision for deferred income taxes | ( | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Current receivables | ||||||||
| Inventories | ( | |||||||
| Accounts payable | ( | ( | ||||||
| Progress collections and deferred income | ( | |||||||
| Contract and other deferred assets | ( | |||||||
| Other operating items, net | ( | ( | ||||||
Net cash flows provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Expenditures for capital assets | ( | ( | ||||||
| Proceeds from disposal of assets | ||||||||
| Proceeds from business dispositions | ||||||||
| Other investing items, net | ( | ( | ||||||
Net cash flows provided by (used in) investing activities | ( | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of long-term debt | ||||||||
| Dividends paid | ( | ( | ||||||
| Repurchase of Class A common stock | ( | |||||||
| Other financing items, net | ( | ( | ||||||
Net cash flows provided by (used in) financing activities | ( | |||||||
| Effect of currency exchange rate changes on cash and cash equivalents | ( | |||||||
| Increase (decrease) in cash and cash equivalents | ( | |||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flows disclosures: | ||||||||
| Income taxes paid, net of refunds | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Baker Hughes Company 2026 First Quarter Form 10-Q | 5
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE BUSINESS
Baker Hughes Company ("Baker Hughes," "the Company," "we," "us," or "our") is an energy technology company with a diversified portfolio of technologies and services that span the energy and industrial value chain.
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, certain information and disclosures normally included in the Company's annual financial statements have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report").
In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows of the Company and its subsidiaries for the periods presented and are not indicative of the results that may be expected for a full year. The Company's financial statements have been prepared on a consolidated basis. Under this basis of presentation, the Company's financial statements consolidate all of its subsidiaries (entities in which the Company has a controlling financial interest, most often because the Company holds a majority voting interest). All intercompany accounts and transactions have been eliminated.
In the Company's financial statements and notes, certain prior year amounts have been reclassified to conform with the current year presentation. In the notes to the unaudited condensed consolidated financial statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. Certain columns and rows in the financial statements and notes thereto may not add due to the use of rounded numbers.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Please refer to "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" of the Notes to the consolidated financial statements from the Company's 2025 Annual Report for the discussion of significant accounting policies.
Supply Chain Finance Programs
As of March 31, 2026 and December 31, 2025, $360 million and $410 million of supply chain finance program liabilities are recorded in "Accounts payable" in the condensed consolidated statements of financial position, respectively, and reflected in net cash flows from operating activities in the condensed consolidated statements of cash flows when settled.
NEW ACCOUNTING STANDARDS TO BE ADOPTED
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" ("ASU 2024-03"), which enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within annual reporting periods beginning after December 15, 2027, and may be applied on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"). Under the new guidance, internal-use software costs are capitalized when management has authorized and committed to
Baker Hughes Company 2026 First Quarter Form 10-Q | 6
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
funding the project and it is probable that the software will be completed and used for its intended function. ASU 2025-06 is effective for the Company for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its accounting for internal-use software.
All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on the Company's financial position or results of operations.
NOTE 2. CURRENT RECEIVABLES
Current receivables consist of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Customer receivables | $ | $ | ||||||
| Other | ||||||||
| Total current receivables | ||||||||
| Less: Allowance for credit losses | ( | ( | ||||||
| Total current receivables, net | $ | $ | ||||||
Customer receivables are recorded at the invoiced amount. The "Other" category consists primarily of advance payments to suppliers and indirect taxes.
The Company's customer receivables are spread over a broad and diverse group of customers across many countries. As of March 31, 2026, 18 % of the Company's gross customer receivables were from customers in the U.S. As of December 31, 2025, 16 % of the Company's gross customer receivables were from customers in the U.S. and 10 % were from customers in the United Arab Emirates. No other country accounted for more than 10% of the Company's gross customer receivables at these dates.
NOTE 3. INVENTORIES
Inventories, net of reserves of $402 million and $381 million as of March 31, 2026 and December 31, 2025, respectively, consist of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process and raw materials | ||||||||
| Total inventories, net | $ | $ | ||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 7
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
The changes in the carrying value of goodwill are detailed below by segment:
| Oilfield Services & Equipment | Industrial & Energy Technology | Total | |||||||||
| Balance at December 31, 2024 | $ | $ | $ | ||||||||
| Acquisitions | |||||||||||
| Currency exchange and other | |||||||||||
| Classified as held for sale | ( | ( | |||||||||
| Balance at December 31, 2025 | |||||||||||
| Currency exchange and other | ( | ( | |||||||||
| Balance at March 31, 2026 | $ | $ | $ | ||||||||
During the third quarter of 2025, the Company completed its annual goodwill impairment test, concluding that there are no events or circumstances that existed that would lead to a determination that it is more likely than not that the fair value of any reporting unit is less than its carrying value.
During 2025, the Company recorded goodwill of $254 million, of which $229 million related to the acquisition of Continental Disc Corporation ("CDC") in the Industrial & Energy Technology ("IET") segment.
OTHER INTANGIBLE ASSETS
Intangible assets consist of the following:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||
| Technology | ( | ( | ||||||||||||||||||
| Trade names and trademarks | ( | ( | ||||||||||||||||||
| Capitalized software | ( | ( | ||||||||||||||||||
| Finite-lived intangible assets | ( | ( | ||||||||||||||||||
| Indefinite-lived intangible assets | — | — | ||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||
Amortization expense for the three months ended March 31, 2026 and 2025 was $58 million and $66 million, respectively.
Baker Hughes Company 2026 First Quarter Form 10-Q | 8
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
Estimated amortization expense for the remainder of 2026 and each of the subsequent five fiscal years is expected to be as follows:
| Year | Estimated Amortization Expense | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
NOTE 5. CONTRACT AND OTHER DEFERRED ASSETS
Contract assets reflect revenue earned in excess of billings on long-term contracts to construct technically complex equipment, and provide long-term product service agreements and extended maintenance agreements and other deferred contract related costs. The Company's long-term product service agreements are provided by the IET segment. The Company's long-term equipment contracts are provided by both the IET and Oilfield Services & Equipment ("OFSE") segments. Contract assets consist of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Long-term equipment contracts and certain other service agreements | $ | $ | ||||||
| Long-term product service agreements | ||||||||
| Contract assets (total revenue in excess of billings) | ||||||||
| Deferred inventory costs | ||||||||
Other costs to fulfill or obtain a contract | ||||||||
| Contract and other deferred assets | $ | $ | ||||||
Revenue recognized during the three months ended March 31, 2026 and 2025 from performance obligations satisfied (or partially satisfied) in previous periods related to long-term service agreements was $3 million and $4 million, respectively. This includes revenue recognized from revisions to cost or billing estimates that may affect a contract's total estimated profitability.
NOTE 6. PROGRESS COLLECTIONS AND DEFERRED INCOME
Contract liabilities include progress collections, which reflect billings in excess of revenue, and deferred income on long-term contracts to construct technically complex equipment, and provide long-term product service agreements and extended maintenance arrangements. Contract liabilities consist of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Equipment contracts and other service agreements | $ | $ | ||||||
| Long-term product service agreements | ||||||||
| Progress collections | ||||||||
| Deferred income | ||||||||
| Progress collections and deferred income (contract liabilities) | $ | $ | ||||||
Revenue recognized during the three months ended March 31, 2026 and 2025 that was included in the contract liabilities at the beginning of the period was $1,610 million and $1,546 million, respectively.
Baker Hughes Company 2026 First Quarter Form 10-Q | 9
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 7. LEASES
The Company's leasing activities primarily consist of operating leases for service centers, manufacturing facilities, sales and administrative offices, and certain equipment.
| Three Months Ended March 31, | ||||||||
| Operating Lease Expense | 2026 | 2025 | ||||||
| Short-term lease | $ | $ | ||||||
| Long-term fixed lease | ||||||||
| Long-term variable lease | ||||||||
| Total operating lease expense | $ | $ | ||||||
Cash flows used in operating activities for operating leases approximate lease expense for the three months ended March 31, 2026 and 2025.
The weighted-average remaining lease term as of March 31, 2026 and December 31, 2025 was approximately nine years and seven years for operating leases, respectively. The weighted-average discount rate used to determine the operating lease liability as of March 31, 2026 and December 31, 2025 was 4.8 % and 4.6 %, respectively.
Baker Hughes Company 2026 First Quarter Form 10-Q | 10
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 8. DEBT
The carrying value of the Company's short-term and long-term debt consists of the following:
| March 31, 2026 | December 31, 2025 | |||||||
U.S. dollar short-term debt | ||||||||
| $ | $ | |||||||
| Other debt | ||||||||
Total short-term debt | ||||||||
U.S. dollar long-term debt | ||||||||
| Other long-term debt | ||||||||
| Euro long-term debt | ||||||||
| Total long-term debt | ||||||||
| Total debt | $ | $ | ||||||
The estimated fair value of total debt at March 31, 2026 and December 31, 2025 was $15,576 million and $5,628 million, respectively. For a majority of the Company's debt, the fair value was determined using quoted period-end market prices. Where market prices are not available, the Company estimates fair values based on valuation methodologies using current market interest rate data adjusted for non-performance risk.
Baker Hughes Holding LLC ("BHH LLC"), a wholly owned subsidiary of the Company, has a $3.0 billion committed unsecured revolving credit facility (the "Credit Agreement") with commercial banks maturing in November 2028. The Credit Agreement contains certain representations and warranties, certain affirmative covenants and negative covenants, in each case considered customary. No related events of default have occurred. The Credit Agreement is fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes. At March 31, 2026 and December 31, 2025, there were no
On July 28, 2025, BHH LLC entered into a commitment letter providing for a $14.9 billion senior unsecured 364 -day bridge facility (the "Bridge Facility") to finance all or a portion of the Chart Industries, Inc. ("Chart") acquisition. On August 15, 2025, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered into a $2.6 billion senior unsecured delayed-draw term loan facility (the "DDTL"), which reduced the commitments remaining under the Bridge Facility to $12.3 billion. On November 12, 2025, BHH LLC elected to voluntarily reduce the commitments outstanding under the Bridge Facility to $11.0 billion.
Baker Hughes Company 2026 First Quarter Form 10-Q | 11
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
On March 11, 2026, the Company completed an offering of $6.5 billion in USD-denominated notes, along with €3.0 billion of Euro-denominated notes. These senior notes are presented net of $86 million of unamortized debt issuance costs and discount in our consolidated statements of financial position. As a result of the completed offering, the Company terminated the remaining Bridge Facility and recognized the previously unamortized lending fees of $43 million within interest expense during the first quarter of 2026. The Company intends to use the net proceeds of the notes to fund a portion of the cash consideration for the proposed acquisition of all outstanding shares of common stock of Chart. The notes are subject to a special mandatory redemption, which requires that the notes be redeemed at 101 % of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the special mandatory redemption date, upon the occurrence of any of the following: (i) the Chart acquisition is not consummated on or before the later of July 28, 2026 or five business days after the outside date specified in (or as extended pursuant to) the merger agreement, (ii) the merger agreement is terminated prior to such outside date, or (iii) the Company determines not to pursue the transaction. Upon the special mandatory redemption and payment, interest on the notes will cease to accrue. Failure to effect the special mandatory redemption when required would constitute an event of default.
Baker Hughes Co-Obligor, Inc. is a co-obligor, jointly and severally with BHH LLC of the Company's long-term debt securities. This co-obligor is a 100 % owned finance subsidiary of BHH LLC that was incorporated for the sole purpose of serving as a corporate co-obligor of long-term debt securities and has no assets or operations other than those related to its sole purpose. As of March 31, 2026, Baker Hughes Co-Obligor, Inc. is a co-obligor of certain debt securities totaling approximately $15.7 billion.
Certain Senior Notes contain covenants that limit the Company's capacity to perform various activities including, but not limited to, establishing liens securing debt, completing sale-leaseback transactions, and conducting mergers, consolidations and asset sales above specified limits. At March 31, 2026, the Company was in compliance with all debt covenants.
NOTE 9. INCOME TAXES
NOTE 10. EQUITY
COMMON STOCK
The Company is authorized to issue 2 billion shares of Class A common stock and 50 million shares of preferred stock, each of which has a par value of $0.0001
The Company has a share repurchase program which it expects to fund from cash generated from operations, and it expects to make share repurchases from time to time subject to the Company's capital plan, market conditions, and other factors, including regulatory restrictions. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. There were no shares of Class A common stock repurchased during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company repurchased and canceled 4.4 million shares of Class A common stock for $188 million representing an average price per share of $42.69 . As of March 31, 2026, the Company had authorization remaining to repurchase up to approximately $1.3 billion of its Class A common stock.
Baker Hughes Company 2026 First Quarter Form 10-Q | 12
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents the changes in the number of shares outstanding (in thousands):
| Class A Common Stock | ||||||||
| 2026 | 2025 | |||||||
| Balance at January 1 | ||||||||
Issue of shares upon vesting of restricted stock units (1) | ||||||||
Issue of shares on exercise of stock options (1) | ||||||||
| Issue of shares for employee stock purchase plan | ||||||||
| Repurchase and cancellation of Class A common stock | ( | |||||||
| Balance at March 31 | ||||||||
(1)Share amounts reflected above are net of shares withheld to satisfy the employee's tax withholding obligation.
ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the changes in accumulated other comprehensive loss, net of tax:
| Foreign Currency Translation Adjustments | Cash Flow Hedges | Benefit Plans | Accumulated Other Comprehensive Loss | |||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||
| Deferred taxes | ( | ( | ||||||||||||
Other comprehensive income (loss) | ( | ( | ( | |||||||||||
| Less: Other comprehensive loss attributable to noncontrolling interests | ( | ( | ||||||||||||
| Balance at March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Foreign Currency Translation Adjustments | Cash Flow Hedges | Benefit Plans | Accumulated Other Comprehensive Loss | |||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Other comprehensive income (loss) before reclassifications | ( | |||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||
| Deferred taxes | ||||||||||||||
Other comprehensive income | ||||||||||||||
| Less: Other adjustments | ( | |||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
The amounts reclassified from accumulated other comprehensive loss during the three months ended March 31, 2026 and 2025 represent (i) net gains (losses) reclassified on cash flow hedges when the hedged transaction occurs, and (ii) the amortization of net actuarial gain (loss), prior service credit, settlements, and curtailments which are included in the computation of net periodic pension cost, and (iii) during the three months ended March 31, 2026 only, foreign currency translation adjustments related to business dispositions during the quarter.
Baker Hughes Company 2026 First Quarter Form 10-Q | 13
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 11. EARNINGS PER SHARE
Basic and diluted net income per share of Class A common stock is presented below:
| Three Months Ended March 31, | ||||||||
| (In millions, except per share amounts) | 2026 | 2025 | ||||||
| Net income | $ | $ | ||||||
| Less: Net income attributable to noncontrolling interests | ||||||||
| Net income attributable to Baker Hughes Company | $ | $ | ||||||
| Weighted average shares outstanding: | ||||||||
| Class A basic | ||||||||
| Class A diluted | ||||||||
Net income per share attributable to common stockholders: | ||||||||
| Class A basic | $ | $ | ||||||
| Class A diluted | $ | $ | ||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 14
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 12. FINANCIAL INSTRUMENTS
RECURRING FAIR VALUE MEASUREMENTS
The Company's assets and liabilities measured at fair value on a recurring basis consist of derivative instruments and investment securities.
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Net Balance | Level 1 | Level 2 | Level 3 | Net Balance | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
Derivatives | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Investment securities | ||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivatives | ( | ( | ( | ( | ||||||||||||||||||||||
| Total liabilities | $ | $ | ( | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||
Investment securities (1) | ||||||||||||||||||||||||||
Non-U.S. debt securities (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Equity securities | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||
(1)Net gains (losses) recorded to earnings related to these securities were $(50 ) million and $(140 ) million for the three months ended March 31, 2026 and 2025.
(2)As of March 31, 2026, the Company's non-U.S. debt securities are classified as available for sale securities and mature within one year .
As of March 31, 2026 and December 31, 2025, the balance of the Company's equity securities with readily determinable fair values is $1,170 million and $1,217 million, respectively, and is comprised mainly of the Company's investment in Abu Dhabi National Oil Company Drilling, and is recorded in "All other current assets" in the condensed consolidated statements of financial position. The Company measured its investments at fair value based on quoted prices in active markets. Net gains (losses) related to the Company's equity securities with readily determinable fair values are reported in "Other (income) expense, net" in the condensed consolidated statements of income (loss). See "Note 18. Other (Income) Expense, Net" for further information.
FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash and cash equivalents, receivables, certain investments, accounts payable, short and long-term debt, and derivative financial instruments. Except for long-term debt, the estimated fair value of these financial instruments as of March 31, 2026 and December 31, 2025 approximates their carrying value as reflected in the condensed consolidated financial statements. For further information on the fair value of the Company's debt, see "Note 8. Debt."
Baker Hughes Company 2026 First Quarter Form 10-Q | 15
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
DERIVATIVES AND HEDGING
The Company uses derivatives to manage its risks and does not use derivatives for speculation. The table below summarizes the fair value of all derivatives, including hedging instruments and embedded derivatives.
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Assets | Liabilities | Assets | Liabilities | |||||||||||
| Derivatives accounted for as hedges | ||||||||||||||
| Interest rate swap contracts | $ | $ | ( | $ | $ | ( | ||||||||
| Derivatives not accounted for as hedges | ||||||||||||||
| Currency exchange contracts and other | ( | ( | ||||||||||||
| Total derivatives | $ | $ | ( | $ | $ | ( | ||||||||
Derivatives are classified in the condensed consolidated statements of financial position depending on their respective maturity date. As of March 31, 2026 and December 31, 2025, $10 million and $22 million of derivative assets are recorded in "All other current assets" and nil and nil are recorded in "All other assets" in the condensed consolidated statements of financial position, respectively. As of March 31, 2026 and December 31, 2025, $14 million and $8 million of derivative liabilities are recorded in "All other current liabilities" and $24 million and $25 million are recorded in "All other liabilities" in the condensed consolidated statements of financial position, respectively.
As of March 31, 2026 and December 31, 2025, the Company had issued credit default swaps ("CDS") with original notional balances totaling $514 million and $775 million, respectively, with third-party financial institutions. The CDS relate to borrowings provided by these financial institutions to a customer in Mexico who utilized these borrowings to pay certain of the Company's outstanding receivables. The total notional amount remaining on the issued CDS was $159 million and $287 million as of March 31, 2026 and December 31, 2025, respectively, which will reduce each month through September 2026 as the customer repays the borrowings. As of March 31, 2026, the fair value of these derivative liabilities is not material.
FORMS OF HEDGING
Cash Flow Hedges
The Company uses cash flow hedging primarily to mitigate the effects of foreign exchange rate changes on purchase and sale contracts. Accordingly, the vast majority of derivative activity in this category consists of currency exchange contracts. In addition, the Company is exposed to interest rate risk fluctuations in connection with long-term debt that it issues from time to time to fund its operations. Changes in the fair value of cash flow hedges are recorded in a separate component of equity (referred to as "Accumulated Other Comprehensive Income" or "AOCI") and are recorded in earnings in the period in which the hedged transaction occurs. See "Note 10. Equity" for further information on activity in AOCI for cash flow hedges.
In March 2026, the interest rate swap contracts designated as cash flow hedges with a notional amount of $2.5 billion hedging a portion of the Company's expected exposure in connection with future debt financing activities related to the acquisition of Chart, were terminated with the completion of the debt financing. A loss of $91 million was recorded in AOCI, of which, $12 million will amortize to earnings over a 10-year period and $79 million will amortize to earnings over a 30-year period. As of March 31, 2026, there are no active cash flow hedges.
Fair Value Hedges
All of the Company's long-term debt is comprised of fixed rate instruments. The Company is subject to interest rate risk on its debt portfolio and may use interest rate swaps to manage the economic effect of fixed rate obligations associated with certain debt. Under these arrangements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.
Baker Hughes Company 2026 First Quarter Form 10-Q | 16
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025, the Company had interest rate swaps with a notional amount of $500 1,350 3.337
Net Investment Hedges
The Company utilizes net investment hedges to manage foreign currency translation risk associated with its net investment in foreign operations. For qualifying net investment hedges, changes in fair value are recorded in AOCI and offset translation adjustments related to the hedged net investment. The fair value will remain in AOCI until the hedged foreign net investment operation is materially disposed of, at which time the AOCI will be recorded to earnings.
The Company evaluates hedge effectiveness on a qualitative basis, any portion of the hedges deemed ineffective will be recorded in earnings in the period recognized. As of March 31, 2026, the Company designated €3.0 billion (approximately $3.4 billion, equivalent) of its recently issued notes as a non-derivative net investment hedge. The fair value recorded in AOCI related to this non-derivative hedge was a $37 million gain.
NOTIONAL AMOUNT OF DERIVATIVES
The notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Company discloses the derivative notional amounts on a gross basis to indicate the total counterparty risk but it does not generally represent amounts exchanged by the Company and the counterparties. A substantial majority of the outstanding notional amount of $3.5 billion and $7.1 billion at March 31, 2026 and December 31, 2025, respectively, is related to hedges of anticipated sales and purchases in foreign currency, commodity purchases, changes in interest rates, and contractual terms in contracts that are considered embedded derivatives and for intercompany borrowings in foreign currencies.
COUNTERPARTY CREDIT RISK
Fair values of the Company's derivatives can change significantly from period to period based on, among other factors, market movements and changes in the Company's positions. The Company manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis.
NOTE 13. REVENUE RELATED TO CONTRACTS WITH CUSTOMERS
DISAGGREGATED REVENUE
The Company disaggregates its revenue from contracts with customers by product line for both the OFSE and IET segments, as the Company believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. In addition, management views revenue from contracts with customers for OFSE by geography based on the location to where the product is shipped or the services are performed.
Baker Hughes Company 2026 First Quarter Form 10-Q | 17
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
The series of tables below present the Company's revenue disaggregated by these categories.
| Three Months Ended March 31, | ||||||||
| Total Revenue | 2026 | 2025 | ||||||
| Well Construction | $ | $ | ||||||
Completions, Intervention, and Measurements | ||||||||
| Production Solutions | ||||||||
| Subsea & Surface Pressure Systems | ||||||||
| Oilfield Services & Equipment | ||||||||
Gas Technology Equipment | ||||||||
Gas Technology Services | ||||||||
| Total Gas Technology | ||||||||
Industrial Products | ||||||||
| Industrial Solutions | ||||||||
| Total Industrial Technology | ||||||||
| Climate Technology Solutions | ||||||||
| Industrial & Energy Technology | ||||||||
| Total | $ | $ | ||||||
| Three Months Ended March 31, | ||||||||
Oilfield Services & Equipment Geographic Revenue | 2026 | 2025 | ||||||
| North America | $ | $ | ||||||
| Latin America | ||||||||
| Europe/CIS/Sub-Saharan Africa | ||||||||
| Middle East/Asia | ||||||||
| Oilfield Services & Equipment | $ | $ | ||||||
REMAINING PERFORMANCE OBLIGATIONS
As of March 31, 2026, the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was $36.1 billion. As of March 31, 2026, the Company expects to recognize revenue of approximately 58 %, 74 % and 89 % of the total remaining performance obligations within 2 , 5 , and 15 years, respectively, and the remaining thereafter. Contract modifications could affect both the timing to complete as well as the amount to be received as the Company fulfills the related remaining performance obligations.
NOTE 14. SEGMENT INFORMATION
The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker ("CODM"), who is the Company's Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company reports its operating results through two
OILFIELD SERVICES & EQUIPMENT
OFSE provides products and services for onshore and offshore oilfield operations across the lifecycle of a well,
Baker Hughes Company 2026 First Quarter Form 10-Q | 18
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
ranging from exploration, appraisal, and development, to production, rejuvenation, and decommissioning. OFSE is organized into four product lines: Well Construction, which encompasses drilling services, drill bits, and drilling & completions fluids; Completions, Intervention, and Measurements, which encompasses well completions, pressure pumping, and wireline services; Production Solutions, which spans artificial lift systems and oilfield & industrial chemicals; and Subsea & Surface Pressure Systems, which encompasses subsea projects and services, and flexible pipe systems. Beyond its traditional oilfield concentration, OFSE is expanding its capabilities and technology portfolio to meet the challenges of a net-zero future. These efforts include expanding into new energy areas such as geothermal and carbon capture, utilization and storage, strengthening its digital architecture and addressing key energy market themes.
INDUSTRIAL & ENERGY TECHNOLOGY
IET provides technology solutions and services for mechanical-drive, compression and power-generation applications across the energy industry, including oil and gas, liquefied natural gas ("LNG") operations, downstream refining, and petrochemical markets, as well as lower carbon solutions to broader energy and industrial sectors. IET also provides equipment, software, and services that serve a wide range of industries including petrochemical and refining, nuclear, aviation, automotive, mining, cement, metals, pulp and paper, and food and beverage. IET is organized into five product lines - Gas Technology Equipment, Gas Technology Services, Industrial Products, Industrial Solutions, and Climate Technology Solutions.
The CODM assesses the performance of each segment based on segment EBITDA, which is defined as income (loss) before income taxes and before the following: net interest expense, costs associated with significant restructuring programs, depreciation and amortization, and unallocated corporate costs and other income (expense). The CODM uses segment EBITDA as the measure to make resource (including financial or capital resources) allocation decisions for each segment, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when evaluating performance for each segment and making decisions about capital allocation. Accounting policies have been applied consistently by all segments within the Company for all reporting periods. Intercompany revenue and expense amounts have been eliminated within each segment to report on the basis that management uses internally for evaluating segment performance.
Summarized financial information for the Company's segments is shown in the following tables.
| Three Months Ended March 31, 2026 | |||||||||||
OFSE | IET | Total | |||||||||
Revenue | $ | $ | $ | ||||||||
Cost of goods and services sold | ( | ( | ( | ||||||||
Research and development costs | ( | ( | ( | ||||||||
Selling, general and administrative | ( | ( | ( | ||||||||
Other income (expense) | ( | ||||||||||
Add: Depreciation and amortization | |||||||||||
| Segment EBITDA | $ | $ | $ | ||||||||
| Three Months Ended March 31, 2025 | |||||||||||
OFSE | IET | Total | |||||||||
Revenue | $ | $ | $ | ||||||||
Cost of goods and services sold | ( | ( | ( | ||||||||
Research and development costs | ( | ( | ( | ||||||||
Selling, general and administrative | ( | ( | ( | ||||||||
Add: Depreciation and amortization | |||||||||||
Segment EBITDA | $ | $ | $ | ||||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 19
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
Reconciliation of segment EBITDA to Net Income Attributable to Baker Hughes Company: | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| OFSE | $ | $ | ||||||
IET | ||||||||
Total segment | ||||||||
Corporate costs (1) | ( | ( | ||||||
Restructuring | ( | |||||||
Inventory impairment | ( | |||||||
Other income (expense), net (2) | ( | |||||||
Depreciation and amortization | ( | ( | ||||||
| Interest expense, net | ( | ( | ||||||
Income before income taxes | ||||||||
| Provision for income taxes | ( | ( | ||||||
Net income | ||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||
Net income attributable to Baker Hughes Company | $ | $ | ||||||
(1)Corporate costs are primarily reported in "Selling, general and administrative" in the condensed consolidated statements of income and exclude $7 million and $6 million of depreciation and amortization for the three months ended March 31, 2026 and 2025, respectively.
(2)Other income (expense), net excludes immaterial amounts recorded within Segment EBITDA and corporate costs for the three months ended March 31, 2026 and 2025. See "Note 18. Other (Income) Expense, Net" for further information.
The following table presents total assets:
Assets | March 31, 2026 | December 31, 2025 | ||||||
OFSE | $ | $ | ||||||
IET | ||||||||
Total segment | ||||||||
Corporate and eliminations (1) | ||||||||
| Total | $ | $ | ||||||
(1)The assets reported in Corporate and eliminations consist primarily of the Baker Hughes trade name, cash, and tax assets. It also includes adjustments to eliminate intercompany investments and receivables reflected within the total assets of each of the reportable segments.
The following table presents depreciation and amortization:
| Three Months Ended March 31, | ||||||||
| Depreciation and amortization | 2026 | 2025 | ||||||
OFSE | $ | $ | ||||||
IET | ||||||||
| Total segment | ||||||||
| Corporate | ||||||||
| Total | $ | $ | ||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 20
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents capital expenditures:
| Three Months Ended March 31, | ||||||||
Capital expenditures | 2026 | 2025 | ||||||
OFSE | $ | $ | ||||||
IET | ||||||||
| Total segment | ||||||||
| Corporate | ||||||||
| Total | $ | $ | ||||||
NOTE 15. RELATED PARTY TRANSACTIONS
The Company has an aeroderivative joint venture ("Aero JV") that is jointly controlled by GE Vernova (NYSE: GEV) and the Company, each with an ownership interest of 50 210 million and $148 million during the three months ended March 31, 2026 and 2025, respectively. The Company had $145 million and $136 million of amounts due at March 31, 2026 and December 31, 2025, respectively, for products and services provided by the Aero JV in the ordinary course of business.
NOTE 16. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is subject to legal proceedings arising in the ordinary course of business. Because legal proceedings are inherently uncertain, management is unable to predict the ultimate outcome of such matters. For matters where the range of possible loss is probable and reasonably estimable, the Company has accrued the appropriate amount for the matters disclosed. Unless otherwise disclosed, any potential loss above accrued amounts is not reasonably estimable. Based on the opinion of management, the Company does not expect the ultimate outcome of currently pending legal proceedings to have a material adverse effect on its results of operations, financial position, or cash flows. However, there can be no assurance as to the ultimate outcome of these matters.
On or around February 15, 2023, the lead plaintiff and three additional named plaintiffs in a putative securities class action styled The Reckstin Family Trust, et al., v. C3.ai, Inc., et al., No. 4:22-cv-01413-HSG, filed an amended class action complaint (the "Amended Complaint") in the United States District Court for the Northern District of California. The Amended Complaint names the following as defendants: (i) C3.ai., Inc. ("C3 AI"), (ii) certain of C3 AI's current and/or former officers and directors, (iii) certain underwriters for the C3 AI initial public offering (the "IPO"), and (iv) the Company, and its President and CEO (who formerly served as a director on the board of C3 AI). The Amended Complaint alleges violations of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") in connection with the IPO and the subsequent period between December 9, 2020 and December 2, 2021, during which BHH LLC held equity investments in C3 AI. The action seeks unspecified damages and the award of costs and expenses, including reasonable attorneys' fees. On February 22, 2024, the Court dismissed the claims against the Company. However, on April 4, 2024, the plaintiffs filed an amended complaint, reasserting their claims against the Company under the Securities Act and the Exchange Act. On or around February 14, 2025, the plaintiffs filed a further amended complaint, once again reasserting their claims against the Company under the Securities Act and the Exchange Act. On March 12, 2026, the Court dismissed the claims against the Company.
The Company insures against risks arising from its business to the extent deemed prudent by 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 the Company against liabilities arising out of pending or future legal proceedings or other claims. Most of the Company's insurance policies contain deductibles or self-insured retentions in amounts management deems prudent and for which the Company is responsible for payment. In determining the amount of
Baker Hughes Company 2026 First Quarter Form 10-Q | 21
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
self-insurance, it is the Company's 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, the Company has entered into off-balance sheet arrangements, such as surety bonds for performance, letters of credit, and other bank issued guarantees. Total off-balance sheet arrangements were approximately $6.4 billion at March 31, 2026. It is not practicable to estimate the fair value of these financial instruments. As of March 31, 2026, none of the off-balance sheet arrangements either has, or is likely to have, a material effect on the Company's financial position, results of operations or cash flows.
The Company sometimes enters into joint and several liability consortiums or similar arrangements for certain projects. Under such arrangements, each party is responsible for performing a certain scope of work within the total scope of the contracted work, and the obligations expire when all contractual obligations are completed. The failure or inability, financially or otherwise, of any of the parties to perform their obligations could impose additional costs and obligations on the Company. These factors could result in unanticipated costs to complete the project, liquidated damages or contract disputes.
NOTE 17. RESTRUCTURING
The Company recorded restructuring charges of $37 million and nil during the three months ended March 31, 2026 and 2025, respectively.
The following table presents restructuring and associated impairment charges by the impacted segment:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Oilfield Services & Equipment | $ | $ | ||||||
Industrial & Energy Technology | ||||||||
| Corporate | ( | |||||||
| Total | $ | $ | ||||||
The following table presents restructuring charges by type:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Employee-related termination expenses | $ | $ | ||||||
| Other incremental costs | ||||||||
| Total | $ | $ | ||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 22
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 18. OTHER (INCOME) EXPENSE, NET
Other (income) expense, net consists of the following:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
Change in fair value of equity securities | $ | $ | ||||||
Gain on business dispositions | ( | |||||||
Transaction related costs | ||||||||
Other charges and credits (1) | ||||||||
| Total | $ | ( | $ | |||||
(1)Other charges and credits of $(3 ) million and nil for the three months ended March 31, 2026 and 2025, respectively, consist of other (income) expense, net within OFSE and IET.
The Company recorded other (income) expense, net of $(588 ) million and $140 million for the three months ended March 31, 2026 and 2025. The gain on business dispositions of $721 million is further discussed in "Note 19. Business Acquisitions and Dispositions." Transaction related costs consist of legal and other professional fees in connection with the businesses being disposed of and acquired, the most significant of which are the ongoing Chart acquisition activities.
NOTE 19. BUSINESS ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
On July 28, 2025, the Company entered into a definitive agreement to acquire Chart. The Company will acquire all outstanding shares of Chart's common stock for $210 per share in cash, equivalent to a total enterprise value of $13.6 billion. The acquisition is expected to close in the second quarter of 2026, subject to customary conditions, including regulatory approvals. See "Note 8. Debt" for further information on the financing for this transaction.
On August 7, 2025, the Company completed the acquisition of CDC in the IET segment for total consideration of $554 million. CDC is a leading provider of safety-critical pressure management solutions. The assets acquired and liabilities assumed in this acquisition were recorded based on preliminary estimates of their fair values as of the acquisition date. As a result of this acquisition, the Company recorded $229 million of goodwill and $269 million of intangible assets, subject to final fair value adjustments. Pro forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to the Company's condensed consolidated financial statements.
DISPOSITIONS
During the first quarter of 2026, the Company completed the formation of a joint venture with a subsidiary of Cactus, Inc. ("Cactus") whereby the Company contributed the Surface Pressure Control business, a business within the Subsea & Surface Pressure Systems product line of its OFSE segment, to the newly formed joint venture in exchange for total consideration of $479 million comprised of a 35 % noncontrolling interest and proceeds of approximately $323 million, a portion of which was deferred and is expected to be collected in the second half of 2026 upon the final transfer of certain legal entities. The carrying value of the joint venture is approximately $156 million, which is reported within "All other assets" on the consolidated statements of financial position. This transaction resulted in a gain of approximately $225 million, and is reported in "Other (income) expense, net" in the consolidated statements of income. In connection with the transaction, the Company and Cactus' parent entered into reciprocal put and call arrangements exercisable on the second anniversary of closing. The arrangements provide for the future cash settlement of the Company's retained interest based on a contractual pricing formula determined at the exercise date.
During the first quarter of 2026, the Company completed the sale of its Precision Sensors & Instrumentation business, a business within the Industrial Solutions product line of its IET segment, to Crane Company, a diversified
Baker Hughes Company 2026 First Quarter Form 10-Q | 23
Baker Hughes Company
Notes to Unaudited Condensed Consolidated Financial Statements
manufacturer of engineered industrial products, for a total cash consideration of approximately $1.2 billion. The Company recognized a gain of approximately $497 million as a result of the transaction, which is reported in "Other (income) expense, net" in the consolidated statements of income.
On April 13, 2026, the Company entered into an agreement with Hexagon AB, a global measurement technology company ("Hexagon"), to sell its Waygate Technologies business to Hexagon in an all-cash transaction valued at approximately $1.45 billion, before customary closing adjustments. The Company expects to complete the sale in the second half of 2026.
Baker Hughes Company 2026 First Quarter Form 10-Q | 24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and the related notes included in Item 1 thereto, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report").
Baker Hughes Company ("Baker Hughes," "the Company," "we," "us," or "our") is an energy technology company with a broad and diversified portfolio of technologies and services that span the energy and industrial value chain. We conduct business in more than 120 countries and employ approximately 53,000 employees. We operate through our two business segments: Oilfield Services & Equipment ("OFSE") and Industrial & Energy Technology ("IET"). We sell products and services primarily in the global oil and gas markets, within the upstream, midstream and downstream segments, as well as broader industrial and new energy markets.
EXECUTIVE SUMMARY
Market Conditions
During the first quarter of 2026, disruptions in the Middle East contributed to tighter oil and liquefied natural gas (“LNG”) market balances and higher commodity prices.
We believe that macroeconomic uncertainty, resulting from disruptions across key energy corridors, including the Strait of Hormuz, has now become a structural feature of oil and gas markets, increasing the focus on energy security and the reliability of affordable supply. As global energy demand continues to rise, these dynamics underscore the importance of sustained investment across the upstream sector.
Looking ahead, oil market fundamentals are likely to be supported by expectations of an undersupplied market and the need to replenish depleted strategic inventories. As the evolving geopolitical environment continues to create uncertainty, we expect to see a significant decline in upstream spending in the Middle East. North American and other international markets are expected to be broadly flat year-over-year. Over the longer term, heightened geopolitical risk may contribute to higher mid‑cycle oil prices necessary to incentivize incremental global supply. As a result, we see continued upstream investment as necessary to sustain production growth and meet rising global demand. We also expect a continued increase in operating expenditure driven investment as operators focus on optimizing recovery and extending the life of producing assets.
We believe natural gas’s reliability, scalability, and dispatchability position it as an important long‑term energy source with the potential to support lower‑emissions outcomes across the energy system. The global natural gas outlook continues to be supported by increasing demand for LNG and ongoing natural gas development activity. A renewed focus on energy security reinforces these fundamentals, which are underpinned by long‑term energy demand growth driven by population growth, rising living standards, and accelerating electrification.
Financial Results and Key Company Initiatives
In the first quarter of 2026, the Company generated revenues of $6.6 billion, an increase of $0.2 billion, or 2%, compared to the first quarter of 2025. IET revenue increased $0.4 billion, or 14%, driven by an increase of $199 million or 34% in Gas Technology Services ("GTS"), and increase of $210 million or 14% in Gas Technology Equipment ("GTE"), partially offset by a decline of $73 million or 28% in Industrial Solutions reflective of the Precision Sensors & Instrumentation ("PSI") disposition. OFSE revenue decreased $0.3 billion, or 7%, led by the Surface Pressure Control ("SPC") disposition and a decline in international revenue. Net income was $0.9 billion, an increase of $0.5 billion, compared to the first quarter of 2025, with net gains on sale from the PSI and SPC dispositions, improved performance in Segment EBITDA, and the change in fair value of equity securities, partially offset by depreciation.
As a part of our anticipated acquisition of Chart Industries, Inc. ("Chart"), Chart shareholders approved the acquisition of Chart by the Company (the "Chart acquisition") on October 6, 2025. With regulatory reviews still underway in certain jurisdictions, we presently expect closing in the second quarter of 2026, understanding that the timing may evolve as those processes progress. On March 11, 2026, we completed an offering of $6.5 billion of USD-denominated notes, along with €3.0 billion of Euro-denominated notes. As a result of the completed offering,
Baker Hughes Company 2026 First Quarter Form 10-Q | 25
the Company terminated the Bridge Facility entered on July 28, 2025.
In the first quarter of 2026, we returned $228 million to shareholders through dividends.
Outlook
Our business is exposed to a number of macro factors, which influence our outlook and expectations given the current macroeconomic uncertainty and continued volatile conditions in the industry. All of our outlook expectations are purely based on the market as we see it today and are subject to changing conditions in the industry.
•OFSE outlook: We expect to see an improvement in global upstream spending, outside of the Middle East, through the remainder of the year due to current constraints on supply, partially offset by near-term weakness in Middle East activity.
•IET outlook: We see sustained strength in LNG and gas infrastructure, as well as increasing opportunities to leverage our versatile portfolio to enhance IET's position across industrial and distributed power markets, with a growing emphasis on data centers.
We also expect to see continued growth in new energy solutions specifically focused around reducing carbon emissions for the energy and broader industrial sectors. These include hydrogen; geothermal; carbon capture, utilization and storage; energy storage; clean power; and emissions abatement solutions. Continued signs of tightness in the aeroderivative supply chain, including extended lead times will remain a factor to monitor and manage operationally
Overall, we believe our portfolio is uniquely positioned to compete across the energy and industrial value chains and deliver integrated, high-impact solutions for our customers. Over time, we believe global energy demand will continue to rise, supported by durable, secular macroeconomic trends, with hydrocarbons continuing to play a fundamental role in meeting the world's energy needs. As such, we remain focused on delivering innovative, lower-emission, and cost-effective solutions that drive meaningful improvements in operational and financial performance for our customers.
Sustainability
We believe we have an important role to play in society as an industry leader and partner. We view the area of sustainability as a lever to transform the performance of our Company. In 2019, we made a commitment to reduce Scope 1 and 2 carbon dioxide equivalent emissions from our operations by 50% by 2030 and achieve net-zero emissions by 2050. We continue to make progress on emissions reductions and reported in our 2024 Corporate Sustainability Report a 29.3% reduction in our Scope 1 and 2 carbon dioxide equivalent emissions as compared to our 2019 base year, alongside a 39.5% intensity reduction. Key initiatives supporting these results include facility consolidation, increased use of renewable electricity, infrastructure upgrades, and electrification of our vehicle fleet.
BUSINESS ENVIRONMENT
The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition, and liquidity position as of and for the three months ended March 31, 2026 and 2025, and should be read in conjunction with our condensed consolidated financial statements and related notes.
Our revenue is predominantly generated from the sale of products and services to major, national, and independent oil and natural gas companies worldwide, and is dependent on spending by our customers for oil and natural gas exploration, field development and production. This spending is driven by a number of factors, including our customers' forecasts of future energy demand and supply, their access to resources to develop and produce oil and natural gas, their ability to fund their capital programs, the impact of new government regulations, and their expectations for oil and natural gas prices as a key driver of their cash flows.
Oil and Natural Gas Prices
Outside North America, customer spending is influenced by Brent oil prices. In North America, customer spending is influenced by WTI oil prices and natural gas prices are measured by the Henry Hub Natural Gas Spot Price.
Baker Hughes Company 2026 First Quarter Form 10-Q | 26
Oil and natural gas prices are summarized in the table below as averages of the daily closing prices during each of the periods indicated.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
Brent oil prices ($/Bbl) (1) | $ | 80.72 | $ | 75.87 | ||||
WTI oil prices ($/Bbl) (2) | 72.74 | 71.78 | ||||||
Natural gas prices ($/mmBtu) (3) | 4.71 | 4.14 | ||||||
(1)Energy Information Administration ("EIA") Europe Brent ("Brent") Spot Price per Barrel
(2)EIA Cushing, OK West Texas Intermediate ("WTI") Spot Price per Barrel
(3)EIA Henry Hub Natural Gas Spot Price per million British Thermal Unit
Rig Count
Rig counts are an important business barometer for the drilling industry and its suppliers. When drilling rigs are active or operating, they consume products and services produced by the oil service industry. Therefore, rig counts may act as a leading indicator of market activity and reflect the relative strength of energy prices; however, these counts should not be solely relied on as other specific and pervasive conditions may exist that affect overall energy prices and market activity.
Rig counts are compiled weekly for the U.S. and Canada and monthly for all international rigs. Published international rig counts do not include rigs drilling in certain locations, such as onshore China, because this information is not readily available.
The rig counts are summarized in the table below as averages for each of the periods indicated based on our published rig counts on our website at www.bakerhughes.com.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | % Change | |||||||||
| North America | 749 | 803 | (7) | % | |||||||
| International | 1,083 | 903 | 20 | % | |||||||
| Worldwide | 1,832 | 1,706 | 7 | % | |||||||
RESULTS OF OPERATIONS
The discussions below relating to significant line items from our condensed consolidated statements of income are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items. In addition, the discussions below for revenue and cost of revenue are on a total basis as the business drivers for product sales and services are similar. All dollar amounts in tabulations in this section are in millions of dollars, unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers.
Our condensed consolidated statements of income display sales and costs of sales in accordance with the Securities and Exchange Commission ("SEC") regulations under which "goods" is required to include all sales of tangible products and "services" must include all other sales, including other service activities. For the amounts shown below, we distinguish between "equipment" and "product services," where product services refer to sales under product services agreements, including sales of both goods (such as spare parts and equipment upgrades) and related services (such as monitoring, maintenance and repairs), which is an important part of our operations. We refer to "product services" simply as "services" within Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Our results of operations are evaluated by our chief operating decision maker, who is the Company's Chief Executive Officer, on a consolidated basis as well as at the segment level. The performance of each segment is evaluated based on segment Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), which is defined as income (loss) before income taxes and before the following: net interest expense, costs associated with significant restructuring programs, depreciation and amortization, and unallocated corporate costs and other income (expense).
In evaluating Company and segment performance, we primarily use the following:
Volume: Volume is defined as the increase or decrease in products and/or services sold period-over-period excluding the impact of foreign exchange ("FX") and price. The volume impact on profit is calculated by multiplying the prior period profit rate by the change in revenue volume between the current and prior period.
Price: Price is defined as the change in sales price for a comparable product or service period-over-period and is calculated as the period-over-period change in sales prices of comparable products and services.
Business Mix: Business mix is defined as period-over-period change in sales mix within segments.
Cost out initiatives: Programs and initiatives that are focused on cost reduction, including restructuring programs.
FX: FX measures the translational foreign exchange impact, or the translation impact of the period-over-period change on sales and costs directly attributable to change in the FX rate compared to the U.S. dollar. FX impact is calculated by multiplying the functional currency amounts (revenue or profit) with the period-over-period FX rate variance, using the average exchange rate for the respective period. This also includes the period-over-period variance of transactional foreign exchange, aside from those foreign currency devaluations that are reported separately for business evaluation purposes.
(Inflation)/Deflation: (Inflation)/deflation is defined as the increase or decrease in direct and indirect costs of the same type for an equal amount of volume. It is calculated as the year-over-year change in cost (i.e. price paid) of direct material, compensation and benefits, and overhead costs.
Productivity: Productivity is measured by the remaining variance in profit, after adjusting for the period-over-period impact of volume, price, business mix, FX, and (inflation)/deflation.
Baker Hughes Company 2026 First Quarter Form 10-Q | 28
Orders and Remaining Performance Obligations
Summarized orders information for our segments are shown in the following table.
| Three Months Ended March 31, | $ Change | ||||||||||
| 2026 | 2025 | ||||||||||
| Orders: | |||||||||||
| Oilfield Services & Equipment | $ | 3,272 | $ | 3,281 | $ | (9) | |||||
| Gas Technology Equipment | 1,824 | 1,335 | 489 | ||||||||
| Gas Technology Services | 973 | 913 | 60 | ||||||||
| Total Gas Technology | 2,797 | 2,248 | 549 | ||||||||
| Industrial Products | 604 | 501 | 104 | ||||||||
| Industrial Solutions | 229 | 281 | (53) | ||||||||
| Total Industrial Technology | 833 | 782 | 51 | ||||||||
Climate Technology Solutions | 1,257 | 148 | 1,109 | ||||||||
| Industrial & Energy Technology | 4,887 | 3,178 | 1,709 | ||||||||
| Total | $ | 8,159 | $ | 6,459 | $ | 1,700 | |||||
The Remaining Performance Obligations ("RPO") relate to the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations. As of March 31, 2026, RPO totaled $36.1 billion, of which OFSE totaled $3.0 billion, and IET totaled $33.1 billion.
First Quarter of 2026 Compared to the First Quarter of 2025
Revenue increased $0.2 billion, or 2%, to $6.6 billion. OFSE decreased $0.3 billion, or 7%, and IET increased $0.4 billion, or 14%.
Selling, general and administrative costs decreased $15 million, or 3%, to $562 million.
Research and development costs decreased $13 million, or 9%, to $133 million due to timing of project spend.
Other income increased $728 million, primarily related to gains of $721 million on business dispositions.
Net interest expense incurred in the first quarter of 2026 was $86 million, which includes interest income of $59 million offset by interest expense of $145 million. Net interest expense increased $35 million compared to the first quarter of 2025, primarily driven by previously unamortized lending fees of $43 million recognized as a result of the termination of the Bridge Facility during the first quarter of 2026.
We recorded income taxes in the first quarter of 2026 and 2025 of $336 million and $152 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily related to income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances.
Net income increased $0.5 billion to $0.9 billion compared to the first quarter of 2025.
Baker Hughes Company 2026 First Quarter Form 10-Q | 29
Segment Revenues and Segment EBITDA
Oilfield Services & Equipment
| Three Months Ended March 31, | $ Change | ||||||||||
| 2026 | 2025 | ||||||||||
Revenue | |||||||||||
| Well Construction | $ | 843 | $ | 892 | $ | (48) | |||||
Completions, Intervention, and Measurements | 883 | 925 | (42) | ||||||||
| Production Solutions | 898 | 899 | (2) | ||||||||
| Subsea & Surface Pressure Systems | 613 | 782 | (170) | ||||||||
Total | $ | 3,237 | $ | 3,499 | $ | (262) | |||||
| Cost of goods and services sold | $ | 2,691 | $ | 2,819 | $ | (128) | |||||
Research and development costs | 54 | 61 | (7) | ||||||||
Selling, general and administrative | 204 | 221 | (18) | ||||||||
Other (income) expense | 1 | — | 1 | ||||||||
| Less: Depreciation and amortization | (278) | (226) | (52) | ||||||||
| Segment EBITDA | $ | 565 | $ | 623 | $ | (58) | |||||
OFSE revenue of $3,237 million decreased $262 million, or 7%, in the first quarter of 2026 compared to the first quarter of 2025, driven mainly by the SPC disposition and disruptions in the Middle East. From a geographical perspective, international revenue was $2,310 million, a decrease of $267 million, or 10%, from the first quarter of 2025, driven by Middle East/Asia, Europe/CIS/Sub-Saharan Africa, partially offset by an increase in Latin America. North America revenue was $927 million in the first quarter of 2026, an increase of $5 million from the first quarter of 2025.
OFSE segment EBITDA of $565 million decreased $58 million, or 9%, in the first quarter of 2026 compared to the first quarter of 2025. The reduction of EBITDA in the first quarter of 2026 was a result of lower volume, change in business mix, inflation, and the SPC disposition, partially offset by overall productivity and cost out initiatives.
Baker Hughes Company 2026 First Quarter Form 10-Q | 30
Industrial & Energy Technology
| Three Months Ended March 31, | $ Change | ||||||||||
| 2026 | 2025 | ||||||||||
Revenue | |||||||||||
Gas Technology Equipment | $ | 1,665 | $ | 1,456 | $ | 210 | |||||
Gas Technology Services | 791 | 592 | 199 | ||||||||
| Total Gas Technology | 2,456 | 2,047 | 409 | ||||||||
Industrial Products | 491 | 445 | 46 | ||||||||
| Industrial Solutions | 185 | 258 | (73) | ||||||||
| Total Industrial Technology | 676 | 703 | (28) | ||||||||
| Climate Technology Solutions | 218 | 178 | 40 | ||||||||
| Total | $ | 3,350 | $ | 2,928 | $ | 422 | |||||
| Cost of goods and services sold | $ | 2,382 | $ | 2,112 | $ | 269 | |||||
Research and development costs | 79 | 84 | (5) | ||||||||
Selling, general and administrative | 284 | 284 | (1) | ||||||||
Other (income) expense | (4) | — | (4) | ||||||||
Less: Depreciation and amortization | (69) | (53) | (15) | ||||||||
Segment EBITDA | $ | 678 | $ | 501 | $ | 177 | |||||
IET revenue of $3,350 million increased $422 million, or 14%, in the first quarter of 2026 compared to the first quarter of 2025, with increases in GTE and GTS, partially offset by a decline in Industrial Solutions driven by the PSI disposition.
IET segment EBITDA of $678 million increased $177 million, or 35%, in the first quarter of 2026 compared to the first quarter of 2025. The improved performance in the first quarter of 2026 was driven by FX, price, higher volume, and productivity, partially offset by inflation.
LIQUIDITY AND CAPITAL RESOURCES
Our objective in financing our business is to maintain sufficient liquidity, adequate financial resources, and financial flexibility in order to fund the requirements of our business and pending acquisitions. We continue to maintain solid financial strength and sufficient liquidity. At March 31, 2026, we had cash and cash equivalents of $14.8 billion compared to $3.7 billion at December 31, 2025.
As of March 31, 2026, we held approximately $12.5 billion of cash and cash equivalents in the U.S. and approximately $2.3 billion outside the U.S., including $1.1 billion held in Europe and the United Kingdom. As of December 31, 2025, cash and cash equivalents totaled approximately $0.7 billion in the U.S. and approximately $3.0 billion outside the U.S., including $1.5 billion held in Europe and the United Kingdom. A substantial portion of the cash held outside the U.S. at March 31, 2026 has either been reinvested in active non-U.S. business operations or is being held for the pending Chart acquisition. If we decide at a later date to repatriate certain cash to the U.S., we may incur other additional taxes that would not be significant to the total tax provision.
Baker Hughes Holdings LLC ("BHH LLC"), a wholly owned subsidiary of the Company, has a $3.0 billion committed unsecured revolving credit facility (the "Credit Agreement") with commercial banks maturing in November 2028. The Credit Agreement contains certain representations and warranties, certain affirmative covenants and negative covenants, in each case we consider customary. No related events of default have occurred. The Credit Agreement is fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes. At March 31, 2026 and December 31, 2025, there were no borrowings under the Credit Agreement.
Certain Senior Notes contain covenants that restrict our ability to take certain actions. See "Note 8. Debt" of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for
Baker Hughes Company 2026 First Quarter Form 10-Q | 31
further details. At March 31, 2026, we were in compliance with all debt covenants. Our next debt maturity is December 2026.
We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to the uncertainty created by geopolitical events, a global pandemic, or a significant decline in oil and gas prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be negatively impacted. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our committed credit facility; however, a downgrade in our credit ratings could increase the cost of borrowings under the credit facility. Should this occur, we could seek alternative sources of funding, including borrowing under the credit facility.
On July 28, 2025, we entered into a definitive agreement to acquire all outstanding shares of Chart's common stock for $210 per share in cash, equivalent to a total enterprise value of approximately $13.6 billion. Our expected sources of funds for the acquisition include cash and cash equivalents to be generated from debt financing proceeds, cash flow from operations, and asset and business sale proceeds.
During the first quarter of 2026, we completed the offering of (i) $6.5 billion of USD-denominated notes consisting of five tranches of senior unsecured notes at rates between 4.050% and 5.850% and with maturities between 2029 and 2056 and (ii) €3.0 billion of Euro-denominated notes consisting of four tranches of senior unsecured notes at rates between 3.226% and 4.737% and with maturities between 2030 and 2046. The notes were offered by BHH LLC and Baker Hughes Co-Obligor, Inc, a wholly owned finance subsidiary of BHH LLC (together with BHH LLC, the "Issuers") that was incorporated for the sole purpose of serving as a corporate co-obligor of debt securities. The notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company. The funds raised will be used in part to finance the Chart acquisition.
During the three months ended March 31, 2026, we disbursed cash to fund a variety of activities including certain working capital needs, capital expenditures, and the payment of dividends.
Cash Flows
Cash flows provided by (used in) each type of activity were as follows for the three months ended March 31:
| (In millions) | 2026 | 2025 | ||||||
| Operating activities | $ | 500 | $ | 709 | ||||
| Investing activities | 1,038 | (310) | ||||||
| Financing activities | 9,523 | (502) | ||||||
Operating Activities
Cash flows provided by operating activities were $500 million and $709 million for the three months ended March 31, 2026 and 2025, respectively.
Our largest source of operating cash is payments from customers, of which the largest component is collecting cash related to our sales of products and services, including advance payments or progress collections for work to be performed. The primary use of operating cash is to pay our suppliers, employees, tax authorities, and others for a wide range of goods and services.
Cash from operating activities is primarily generated from net income or loss adjusted for certain noncash items (including depreciation, amortization, change in fair value of equity securities, stock-based compensation cost, deferred tax benefit or provision, and the impairment of certain assets).
For the three months ended March 31, 2026, net working capital cash usage was $173 million, mainly due to accounts payable payments and contract assets build up partially offset by progress collections, accounts receivable collections, and inventory reduction.
For the three months ended March 31, 2025, net working capital cash generation was $218 million, mainly due to accounts receivable collections and contract assets partially offset by progress collections, accounts payable, and inventory increase.
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Included in the cash flows from operating activities for the three months ended March 31, 2026 and 2025 were payments of $55 million and $32 million, respectively, made primarily for employee severance as a result of our restructuring activities.
Investing Activities
Cash flows provided by investing activities were $1,038 million for the three months ended March 31, 2026 and cash flows used in investing activities were $310 million for the three months ended March 31, 2025.
Our principal recurring investing activity is the funding of capital expenditures including property, plant and equipment ("PP&E") and software, to support and generate revenue from operations. Expenditures for capital assets were $336 million and $300 million for the three months ended March 31, 2026 and 2025, respectively, partially offset by cash flows from the disposal of PP&E of $46 million and $45 million for the three months ended March 31, 2026 and 2025, respectively. Proceeds from the disposal of assets were primarily related to OFSE equipment that was lost-in-hole, and PP&E no longer used in operations that was sold throughout the period.
During the first quarter of 2026, the Company generated approximately $1.2 billion from the disposition of the Precision Sensors & Instrumentation business, a business within the Industrial Solutions product line of its IET segment, to Crane Company. The Company also received $0.2 billion from the formation of a joint venture with a subsidiary of Cactus, Inc. ("Cactus") whereby the Company contributed the Surface Pressure Control business, a business within the Subsea & Surface Pressure Systems product line of its OFSE segment in exchange for cash consideration and 35% noncontrolling interest.
Financing Activities
Cash flows provided by financing activities were $9,523 million for the three months ended March 31, 2026 and cash flows used in financing activities were $502 million for the three months ended March 31, 2025.
We increased our quarterly dividend during the three months ended March 31, 2026 and 2025 by zero cents to $0.23 and two cents to $0.23 per share, respectively. We paid dividends of $228 million and $229 million to our Class A shareholders during the three months ended March 31, 2026 and 2025, respectively.
We did not repurchase shares of Class A common stock during the three months ended March 31, 2026. During the three months ended March 31, 2025, we repurchased and canceled 4.4 million shares of Class A common stock for a total of $188 million.
On March 11, 2026, we completed an offering of $6.5 billion of USD-denominated notes, along with €3.0 billion of Euro-denominated notes. As a result of the completed offering, the Company terminated the Bridge Facility entered on July 28, 2025. We intend to use the net proceeds of the notes to fund a portion of the cash consideration for the proposed Chart acquisition. Any future acquisition funding requirements will be determined closer to the acquisition close.
Cash Requirements
We believe cash on hand, cash flows from operating activities, the available revolving credit facility, access to our uncommitted lines of credit, the DDTL, and availability under our existing shelf registrations of debt will provide us with sufficient capital resources and liquidity in the short-term and long-term to manage our working capital needs; meet contractual obligations; fund strategic growth initiatives, capital expenditures, and dividends; repay debt; repurchase our common stock; and support the development of our short-term and long-term operating strategies.
Our capital expenditures can be adjusted and managed by us to match market demand and activity levels. Based on current market conditions, capital expenditures in 2026 are expected to be made at a rate that we estimate would equal up to 5% of annual revenue. The expenditures are expected to be used primarily for normal, recurring items necessary to support our business.
Based on our current outlook, we anticipate making income tax payments in the range of $1.1 billion in 2026.
Baker Hughes Company 2026 First Quarter Form 10-Q | 33
Other Factors Affecting Liquidity
Customer receivables: In line with industry practice, we may bill our customers for services provided in arrears dependent upon contractual terms. In a challenging economic environment, we may experience delays in the payment of our invoices due to customers' lower cash flow from operations or their more limited access to credit markets. While historically there have not been material non-payment events, we attempt to mitigate this risk by working with our customers to restructure their debts or utilizing available trade receivable facilities that enable us to manage collection risk. With regard to our primary customer in Mexico, there have not historically been any material losses due to uncollectable accounts receivable, nor are any such balances currently in dispute. As of March 31, 2026 and December 31, 2025, the Company had credit default swaps ("CDS") with original notional balances totaling $514 million and $775 million, respectively, with third-party financial institutions. The CDS relate to borrowings provided by these financial institutions to our primary customer in Mexico who utilized these borrowings to pay certain of the Company's outstanding receivables. The total notional amount remaining on the issued CDS was $159 million and $287 million as of March 31, 2026 and December 31, 2025, respectively, which will reduce each month through September 2026 as the customer repays the borrowings. As of March 31, 2026, the fair value of these derivative liabilities is not material.
A customer's failure or delay in payment could have a material adverse effect on our short-term liquidity and results of operations. Our gross customer receivables were 18% in the U.S. as of March 31, 2026. No other country accounted for more than 10% of our gross customer receivables at this date.
International operations: Our cash that is held outside the U.S. is 15% of the total cash balance as of March 31, 2026, of which 7% is held in Europe and the United Kingdom. Depending on the jurisdiction or country where this cash is held, we may not be able to use this cash quickly and efficiently due to exchange or cash controls that could make it challenging. As a result, our cash balance may not represent our ability to quickly and efficiently use this cash.
Guarantor Financial Information
We guarantee various senior unsecured notes and senior unsecured debentures (collectively, the "Debt Securities") outstanding with an aggregate principal amount of $15.7 billion as of March 31, 2026, with maturities ranging from 2026 to 2056. The Debt Securities constitute debt obligations of the Issuers. The Debt Securities are fully and unconditionally guaranteed on a senior unsecured basis by the Company and rank equally in right of payment with all of the Company's other senior and unsecured debt obligations. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Baker Hughes and the Issuers.
As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for the Issuers because the combined assets, liabilities, and results of operations of the Issuers are not materially different than the corresponding amounts in our condensed consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimation processes are consistent with those described in Item 7 of Part II, "Management's discussion and analysis of financial condition and results of operations" of our 2025 Annual Report.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, (each a "forward-looking statement"). All statements, other than historical facts, including statements regarding the presentation of the Company's operations in future reports and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "would," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "project," "predict," "continue," "target," "goal" or other similar words or expressions. Forward-looking statements are
Baker Hughes Company 2026 First Quarter Form 10-Q | 34
based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors identified in the "Risk Factors" section of Part II of Item 1A of this report and Part 1 of Item 1A of our 2025 Annual Report and those set forth from time-to-time in other filings by the Company with the SEC. These documents are available through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval (EDGAR) system at http://www.sec.gov.
Any forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk affecting us, see Item 7A. "Quantitative and Qualitative Disclosures about Market Risk," in our 2025 Annual Report. Our exposure to market risk has not changed materially since December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under Exchange Act) were effective at a reasonable assurance level.
There has been no change in our internal controls over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Baker Hughes Company 2026 First Quarter Form 10-Q | 35
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of legal proceedings in "Note 16. Commitments and Contingencies" of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, Item 3 of Part I of our 2025 Annual Report and Note 19 of the Notes to Consolidated Financial Statements included in Item 8 of our 2025 Annual Report.
ITEM 1A. RISK FACTORS
As of the date of this filing, the Company and our operations continue to be subject to the risk factors previously discussed in the "Risk Factors" section contained in the 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table contains information about our purchases of our Class A common stock equity securities during the three months ended March 31, 2026.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Program (1)(2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)(2) | ||||||||||
| January 1-31, 2026 | — | $ | — | — | $ | 1,348,978,828 | ||||||||
| February 1-28, 2026 | — | $ | — | — | $ | 1,348,978,828 | ||||||||
| March 1-31, 2026 | — | $ | — | — | $ | 1,348,978,828 | ||||||||
| Total | — | $ | — | — | ||||||||||
(1)On July 30, 2021, our Board of Directors authorized the Company to repurchase up to $2 billion of its Class A common stock. On October 27, 2022, our Board of Directors authorized an increase to our repurchase program of $2 billion of additional Class A common stock, increasing its existing repurchase authorization of $2 billion to $4 billion. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.
(2)During the three months ended March 31, 2026, we repurchased no shares of Class A common stock in the open market under our publicly announced purchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
We have no mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K to report for the current quarter.
Baker Hughes Company 2026 First Quarter Form 10-Q | 36
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026, certain of our officers or directors listed below adopted or terminated
Plans | ||||||||||||||||||||
Name and Title | Action | Date | Rule 10b5-1(1) | Non-Rule 10b5-1(2) | Number of Shares to be Sold | Expiration | ||||||||||||||
X | Earlier of when all shares under plan are sold and | |||||||||||||||||||
X | Earlier of when all shares under plan are sold and | |||||||||||||||||||
X | Earlier of when all shares under plan are sold and | |||||||||||||||||||
X | Earlier of when all shares under plan are sold and | |||||||||||||||||||
X | Earlier of when all shares under plan are sold and | |||||||||||||||||||
(1)Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
(2)A "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K
(3)Reflects a 10b5-1 trading plan adopted by the officer's spouse
(4)This figure is an estimation of after-tax sale amounts of vested equity awards based on the Company's best estimates at this time
Baker Hughes Company 2026 First Quarter Form 10-Q | 37
ITEM 6. EXHIBITS
Each exhibit identified below is filed as a part of this report. Exhibits designated with an "*" are filed as an exhibit to this Quarterly Report on Form 10-Q and Exhibits designated with an "**" are furnished as an exhibit to this Quarterly Report on Form 10-Q. Exhibits designated with a "+" contain schedules that have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a supplemental copy of such schedules to the SEC upon its request. Exhibits previously filed are incorporated by reference.
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | XBRL Schema Document | |||||||
| 101.CAL* | XBRL Calculation Linkbase Document | |||||||
| 101.DEF* | XBRL Definition Linkbase Document | |||||||
| 101.LAB* | XBRL Label Linkbase Document | |||||||
| 101.PRE* | XBRL Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) | |||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Baker Hughes Company (Registrant) | |||||||||||
| Date: | April 24, 2026 | By: | /s/ AHMED MOGHAL | ||||||||
Ahmed Moghal | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||
| Date: | April 24, 2026 | By: | /s/ REBECCA CHARLTON | ||||||||
| Rebecca Charlton | |||||||||||
| Senior Vice President, Controller and Chief Accounting Officer | |||||||||||
Baker Hughes Company 2026 First Quarter Form 10-Q | 39