BKR.NASDAQBaker Hughes CO

10-K: Baker Hughes Navigates Energy Transition with Strategic Acquisitions

Sentiment:

Annual Report


Baker Hughes reports mixed 2025 results with declining net income but strong IET growth and a major acquisition, signaling a strategic pivot towards new energy and industrial technology.

Delay expectedThe closing of the Chart Industries acquisition, initially expected in the second quarter of 2026, may evolve as regulatory reviews are still underway in certain jurisdictions.
Capital raiseThe company entered into a $14.9 billion senior unsecured 364-day bridge facility and a $2.6 billion senior unsecured delayed-draw term loan facility to finance all or a portion of the Chart Industries acquisition.The final structure of the new debt financing will be determined prior to the transaction close.The incurrence of new indebtedness would increase the company's leverage and debt service requirements.
Worse than expectedNet income decreased by $0.4 billion, or 13%, in 2025 compared to 2024.Oilfield Services & Equipment (OFSE) revenue decreased by $1.3 billion, or 8%, in 2025 compared to 2024.Overall revenue decreased by $0.1 billion in 2025 compared to 2024.A net loss of $103 million from the change in fair value of equity securities was recorded in 2025, contrasting with a net gain of $367 million in 2024.

Summary

  • Baker Hughes reported 2025 revenues of $27.7 billion, a slight decrease of $0.1 billion compared to 2024.
  • Net income for 2025 was $2.6 billion, a 13% decrease from $3.0 billion in 2024, primarily due to a decline in mark-to-market adjustment for equity securities, change in mix, transaction costs, and lower volume.
  • The Industrial & Energy Technology (IET) segment achieved strong revenue growth of 10% to $13.4 billion, driven by Gas Technology Equipment and Services.
  • The Oilfield Services & Equipment (OFSE) segment experienced an 8% revenue decrease to $14.3 billion, attributed to reduced oilfield activity and lower rig counts.
  • Total orders for 2025 increased to $29.6 billion from $28.2 billion in 2024, with IET orders significantly up by $1.871 billion to $14.9 billion.
  • Remaining performance obligations (RPO) totaled $35.9 billion as of December 31, 2025, with IET accounting for $32.4 billion.
  • The company announced a definitive agreement to acquire Chart Industries, Inc. for approximately $13.6 billion in cash, expected to close in Q2 2026.
  • The acquisition of Continental Disc Corporation (CDC) for $543 million closed on August 7, 2025.
  • Agreements were made to sell the Precision Sensors & Instrumentation (PSI) business for $1.15 billion and form a joint venture for the Surface Pressure Control (SPC) business for $345 million cash, both closing on January 1, 2026.
  • Baker Hughes returned $1.3 billion to shareholders in 2025 through dividends and share repurchases, including a quarterly dividend increase to $0.23 per share.
  • The company invested $600 million in Research and Development in 2025 and was granted over 1,400 patents worldwide.
  • Booked $1 billion in data center-related orders in 2025, with an expectation to book approximately $3 billion between 2025 and 2027.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a mixed report, with a decline in overall revenue and net income, particularly in the OFSE segment, but strong strategic moves in IET, new energy, and the significant Chart acquisition. The long-term outlook for IET and new energy is positive, offsetting the near-term softness in traditional oilfield services.

Positives

  • Strong growth in the Industrial & Energy Technology (IET) segment, with revenue up 10% to $13.4 billion and EBITDA up 21% to $2.482 billion in 2025.
  • Significant increase in total orders for 2025 to $29.6 billion, driven by IET's $1.871 billion increase.
  • Robust Remaining Performance Obligations (RPO) of $35.9 billion as of December 31, 2025, with IET contributing $32.4 billion, indicating future revenue visibility.
  • Strategic acquisition of Chart Industries, Inc. for approximately $13.6 billion, expanding capabilities in gas and liquid molecule handling.
  • Successful portfolio optimization through the acquisition of Continental Disc Corporation for $543 million and the planned divestitures of PSI for $1.15 billion and SPC for $345 million cash.
  • Increased quarterly dividend to $0.23 per share and returned a total of $1.3 billion to shareholders in 2025 through dividends and share repurchases.
  • Substantial investment in R&D ($600 million in 2025) and over 1,400 patents granted, highlighting a commitment to innovation.
  • Strong growth in data center-related orders, with $1 billion booked in 2025 and an expectation of $3 billion between 2025 and 2027.
  • Optimistic long-term outlook for global natural gas and LNG demand, driven by population growth, electrification, and AI/data center expansion.
  • Achieved a 29.3% reduction in Scope 1 and 2 emissions by 2024 compared to the 2019 base year, demonstrating progress towards sustainability targets.
  • Released valuation allowances for deferred tax assets in the U.S. and U.K. in 2025 ($308 million) and 2024 ($664 million), indicating an improved profitability outlook.

Negatives

  • Overall revenue slightly decreased by $0.1 billion in 2025 compared to 2024.
  • Net income decreased by $0.4 billion, or 13%, in 2025 compared to 2024, primarily due to a decline in mark-to-market adjustment for equity securities, change in mix, transaction costs, and lower volume.
  • The Oilfield Services & Equipment (OFSE) segment experienced an 8% revenue decrease to $14.3 billion and a 9% EBITDA decrease to $2.618 billion in 2025.
  • Global upstream capital spending declined in 2025 due to ongoing geopolitical tensions, uncertainty around international trade policy, and operator concerns about idled supply from OPEC+.
  • Forecasts indicate modest declines in global upstream spending for 2026, with continued soft market conditions for OFSE through most of the year.
  • Recorded a net loss of $103 million from the change in fair value of equity securities in 2025, contrasting with a net gain of $367 million in 2024.
  • Incurred $107 million in transaction costs related to business acquisition and disposal activities in 2025.
  • Restructuring charges of $215 million were recorded in 2025, primarily related to employee termination expenses and footprint consolidation.
  • Continued signs of tightness in the aeroderivative supply chain, including extended lead times, will remain a factor to monitor and manage operationally.

Risks

  • Operating in a highly competitive environment may adversely affect the ability to defend, maintain, or increase prices for products and services, and market share.
  • Investments in new technologies, equipment, and facilities may not provide competitive returns or meet customer needs in a timely and cost-competitive manner.
  • The potential slowdown and shift in the energy transition could adversely affect demand for clean energy technologies and services, impacting revenue and return on investments.
  • Disruptions in the supply chain, high cost, or unavailability of raw materials, equipment, and supplies could adversely affect the ability to execute operations on a timely basis.
  • The partial or complete loss of GE Vernova or GE Aerospace as suppliers, or failure of the Aero JV, may adversely affect business, financial condition, results of operations, and cash flows.
  • The proposed transaction with Chart Industries creates business, regulatory, and reputational risks, including uncertainties in timing, governmental approvals, integration challenges, and potential higher-than-expected costs or dis-synergies.
  • Inability to attract and retain key personnel could hinder the effective execution of business strategy and adversely affect operations.
  • Restructuring activities may be more costly than anticipated or fail to achieve the expected benefits, adversely affecting the business.
  • Geopolitical and terrorism threats, including armed conflict, civil unrest, and government expropriations in countries of operation, could lead to investment losses, adverse impacts to employees, and operational disruptions.
  • Control of oil and natural gas reserves by national oil companies may impact the demand for services and products and create additional risks related to local content requirements or contract terms.
  • Operations involve a variety of operating hazards and risks (e.g., blowouts, explosions, product failure, severe weather) that could cause substantial liabilities or losses not fully covered by insurance or contractual indemnity.
  • Seasonal and weather conditions could adversely affect demand for services and operations, causing interruptions, supply disruptions, revenue loss, or equipment damage.
  • Providing services on an integrated, turnkey, or fixed-price basis could require the assumption of additional risks, such as costs associated with unexpected delays or difficulties.
  • Inability to satisfy technical requirements, testing requirements, or other specifications under service contracts and equipment purchase agreements could adversely affect results of operations.
  • Consortium or similar arrangements for certain projects could impose additional costs and obligations if other parties fail to perform their responsibilities.
  • Customer contracts may be terminated early for convenience, default, or extended force majeure, potentially without full compensation for the loss of the contract.
  • Credit risks of having a concentrated customer base in the energy industry, particularly national oil companies, could result in losses from uncollectible receivables.
  • Compliance with and changes in laws (e.g., trade, sanctions, FCPA, anti-money laundering, tax, tariffs, data privacy, AI) could be costly, affect operating results, or lead to governmental investigations, fines, and reputational harm.
  • Could be subject to litigation and environmental claims arising out of products and services, which could adversely affect reputation, financial condition, results of operations, and cash flows.
  • An inability to obtain, maintain, protect, defend, or enforce intellectual property rights could adversely affect the business and competitive position.
  • Increased cybersecurity vulnerabilities and threats, and more sophisticated and targeted cyber-attacks, pose risks to systems, data, and business, potentially leading to significant costs, litigation, or reputational damage.
  • Challenges with properly managing AI, machine learning, data science, and similar technologies could result in reputational harm, competitive harm, or legal liability.
  • Volatility of oil and natural gas prices can adversely affect demand for products and services, impacting customer activity levels and spending.
  • Changes in the global economy, including inflation, high interest rates, fluctuations in FX rates, and declining availability of credit, could impact customer spending levels and financial condition.
  • Supply of oil and natural gas is subject to factors beyond control, which may adversely affect operating results.
  • Currency fluctuations or devaluations may impact operating results, revenue, and costs of doing business.
  • Changes in economic and/or market conditions may impact the ability to borrow and/or cost of borrowing, including potential credit rating downgrades.
  • The market price and trading volume of Class A common stock may be volatile, which could result in rapid and substantial losses for shareholders.
  • Anti-takeover provisions in organizational documents and Delaware law might discourage or delay acquisition attempts that might be considered favorable.
  • The designation of the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation could limit shareholders' ability to obtain a favorable judicial forum for disputes.

Future Outlook

Baker Hughes anticipates continued soft market conditions for its Oilfield Services & Equipment (OFSE) segment through most of 2026, with potential for modest improvement later in the year as excess oil supply begins to moderate. Conversely, the Industrial & Energy Technology (IET) segment is expected to see sustained strength in LNG and gas infrastructure, alongside increasing opportunities in industrial and distributed power markets, particularly data centers. The company also projects continued growth in new energy solutions focused on carbon emissions reduction, including hydrogen, geothermal, CCUS, energy storage, clean power, and emissions abatement. Operational challenges related to tightness in the aeroderivative supply chain and extended lead times will require monitoring. Overall, Baker Hughes believes its portfolio is well-positioned for rising global energy demand, with hydrocarbons maintaining a fundamental role, and remains committed to delivering innovative, lower-emission, and cost-effective solutions. The company forecasts modest declines in global upstream spending for 2026 and anticipates income tax payments of approximately $1.0 billion, with capital expenditures up to 5% of annual revenue.

Management Comments

  • "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, 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."
  • "We remain focused on delivering innovative, lower-emission, and cost-effective solutions that drive meaningful improvements in operational and financial performance for our customers."

Industry Context

StockSavvy.ai notes that Baker Hughes' strategic pivot towards new energy solutions and industrial technology, particularly in LNG and data centers, aligns with broader industry trends emphasizing decarbonization and digital transformation. While the traditional oilfield services market faces headwinds from geopolitical uncertainty and cautious upstream spending, the company's diversified portfolio positions it to capitalize on the growing demand for reliable, lower-carbon energy infrastructure and digital-intensive industries. The significant Chart Industries acquisition further solidifies its position in gas and liquid molecule handling, a critical area for both traditional and new energy value chains.

Comparison to Industry Standards

  • Baker Hughes' 2025 revenue decline of 0.4% contrasts with the S&P 500 Oil and Gas Equipment and Services Index, which saw a decline from 214.06 in 2023 to 186.98 in 2024 and then an increase to 200.63 in 2025 (based on the performance graph), suggesting a mixed performance relative to the broader sector.
  • The company's IET segment's 10% revenue growth and 21% EBITDA growth in 2025 demonstrate strong performance in diversified energy technology markets, potentially outperforming segments of competitors more heavily reliant on traditional upstream oil and gas.
  • The $600 million R&D spend and over 1,400 patents granted in 2025 indicate a significant commitment to innovation, comparable to leading technology providers in the energy sector.
  • The acquisition of Chart Industries, a global leader in gas and liquid molecule handling, positions Baker Hughes to compete more directly with diversified industrial technology companies like Siemens Energy and Mitsubishi Heavy Industry in specific segments, enhancing its integrated solutions offering.
  • The focus on data center-related orders ($1 billion in 2025, $3 billion expected 2025-2027) highlights a strategic move into a high-growth, energy-intensive sector, differentiating it from pure-play oilfield service companies like SLB and Halliburton.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Executive Vice President and Chief Financial OfficerNancy BueseAhmed MoghalFebruary 24, 2025Nancy Buese's departure and Ahmed Moghal's promotion from SVP and CFO for IET.
Chief Infrastructure & Performance OfficerN/AJames E. ApostolidesN/APromotion from Senior Vice President of Enterprise Operational Excellence since 2020.
Chief Growth & Experience Officer and Interim Executive Vice President, Industrial & Energy TechnologyExecutive Vice President, Oilfield Services and EquipmentMaria Claudia BorrasSeptember 2024Role change from Executive Vice President, Oilfield Services and Equipment.
Executive Vice President, Oilfield Services and EquipmentMaria Claudia BorrasAmerino GattiSeptember 2024Joined the Company from TEAM, Inc. as a new hire.
Chief Legal OfficerN/AGeorgia MagnoN/APromotion from Vice President and General Counsel for the IET segment.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Oversight StructureThe Board of Directors provides oversight over sustainability policies, programs, and practices regarding corporate responsibility and human capital management efforts.N/AEnhances strategic alignment and accountability for ESG and human capital initiatives.
Committee ResponsibilitiesThe Human Capital and Compensation Committee oversees social strategy, pay equity, culture, talent development, succession planning, and executive compensation and benefits.N/AStrengthens governance around critical human capital and compensation matters.
Committee ResponsibilitiesThe Governance and Corporate Responsibility Committee oversees environmental matters, sustainability strategy, employee health, safety, and wellness, and corporate social responsibilities, including privacy, digital safety, and responsible AI.N/AExpands oversight to emerging areas like AI and digital safety, reflecting evolving regulatory and stakeholder expectations.
Committee ResponsibilitiesThe Audit Committee provides oversight over risk assessment and risk management policies and processes, including data privacy, AI, and compliance reporting.N/AEnsures robust risk management, particularly in technology and compliance, aligning with increasing regulatory scrutiny.
Committee ResponsibilitiesThe Finance Committee provides oversight of financial and investment policies, capital structure (equity and debt), and principal terms of related financing transactions and requirements.N/AMaintains strong financial stewardship and strategic capital allocation oversight.
Policy DisclosureCode of Conduct, Code of Ethical Conduct Certifications, Governance Principles, and Committee Charters are available on the company's website.N/APromotes transparency and adherence to high ethical and governance standards for all stakeholders.
Policy AdoptionAn Insider Trading Policy has been adopted to govern the purchase, sale, and/or other dispositions of securities by directors, officers, and employees.N/AEnhances compliance with insider trading laws and regulations, fostering market integrity.

Legal Proceedings

  • The company is a defendant in a putative securities class action, *The Reckstin Family Trust, et al., v. C3.ai, Inc., et al.*, where claims under the Securities Act of 1933 and the Securities Exchange Act of 1934 were reasserted against the company and its President and CEO in an amended complaint filed on February 14, 2025. The ultimate outcome is not predictable.
  • No environmental matters exceeding a $1 million threshold were disclosed for the period. The total accrual for environmental remediation was $53 million at December 31, 2025.

Related Party Transactions

  • The company has an aeroderivative joint venture ("Aero JV") with GE Vernova (50% ownership). Purchases from the Aero JV amounted to $800 million in 2025, and amounts due to the Aero JV were $136 million as of December 31, 2025.
  • Maintains an intellectual property cross-license agreement with GE Aerospace, GE Vernova, and GE HealthCare.
  • Has a heavy duty gas turbine distribution and supply agreement with GE Vernova.
  • Has a second amended and restated supply and technology development agreement with GE Vernova, GE Aerospace, and the Aero JV.

Stakeholder Impact

  • Shareholders: Impacted by mixed financial results, strategic acquisitions/divestitures, increased dividends, share repurchases, stock price volatility, and anti-takeover provisions.
  • Employees: Affected by restructuring activities (employee termination expenses), talent development initiatives, wellness programs, and the company's commitment to diversity, inclusion, and health, safety & environment (HSE).
  • Customers: Benefit from the company's diversified portfolio, innovative technologies, and lower-carbon solutions, but may face impacts from soft market conditions in OFSE and potential supply chain tightness in IET.
  • Suppliers: Subject to the company's supply chain finance programs and third-party risk management, with potential impacts from raw material price volatility and supply disruptions.
  • Creditors: Affected by the company's debt levels, compliance with debt covenants, and potential new indebtedness for the Chart acquisition, which could increase leverage and debt service requirements.

Next Steps

  • Close the acquisition of Chart Industries, Inc., expected in Q2 2026, subject to regulatory approvals.
  • Continue to monitor and manage tightness in the aeroderivative supply chain and extended lead times.
  • Anticipate making income tax payments in the range of $1.0 billion in 2026.
  • Fund capital expenditures up to 5% of annual revenue in 2026, primarily for normal, recurring items.
  • Continue efforts to research, establish, accomplish, and accurately report on the implementation of the emissions strategy.
  • Complete the termination of one of the frozen U.S. defined benefit pension plans by the end of 2026.
  • Continue to close local entities within the scope of western sanctions and local regulation in Russia.

Key Dates

DateDescription
July 2017Lorenzo Simonelli became Director, President, and Chief Executive Officer of the Company.
October 2017Lorenzo Simonelli became Chairman of the Board of Directors.
February 2022Conflict between Russia and Ukraine began, leading to sanctions.
March 19, 2022Company suspended any new investments in its Russia operations.
April 2023Completed the acquisition of Altus Intervention in the OFSE segment and the sale of the Nexus Controls business in the IET segment.
December 2023BHH LLC reorganization resulted in it no longer being treated as a partnership for U.S. tax purposes. Universal automatic shelf registration statement on Form S-3ASR filed with the SEC.
February 22, 2024Court dismissed claims against the Company in the *The Reckstin Family Trust, et al., v. C3.ai, Inc., et al.* securities class action.
April 4, 2024Plaintiffs filed an amended complaint, reasserting claims against the Company in the *The Reckstin Family Trust, et al., v. C3.ai, Inc., et al.* securities class action.
2024Achieved a 29.3% reduction in Scope 1 and 2 emissions compared to the 2019 base year.
February 14, 2025Plaintiffs filed a further amended complaint, reasserting claims against the Company in the *The Reckstin Family Trust, et al., v. C3.ai, Inc., et al.* securities class action.
February 24, 2025Nancy Buese's Separation Agreement & Release became effective.
First Quarter 2025Increased quarterly dividend by two cents to $0.23 per share.
July 4, 2025The One Big Beautiful Bill Act ("OBBBA") was enacted, introducing broad changes to the U.S. tax code.
July 28, 2025Announced a definitive agreement to acquire all outstanding shares of common stock of Chart Industries, Inc. BHH LLC entered into a commitment letter for a $14.9 billion senior unsecured 364-day bridge facility.
August 7, 2025Completed the acquisition of Continental Disc Corporation (CDC).
August 15, 2025BHH LLC entered into a $2.6 billion senior unsecured delayed-draw term loan facility (DDTL), reducing commitments under the Bridge Facility to $12.3 billion.
September 2025The EPA proposed a rulemaking to remove and/or suspend program obligations applicable to various industry sectors regarding GHG emissions.
October 6, 2025Chart Industries, Inc. shareholders approved the acquisition by Baker Hughes Company.
November 10, 2025Several executive officers adopted Rule 10b5-1 trading arrangements for the sale of Class A common stock.
November 12, 2025BHH LLC voluntarily reduced the commitments outstanding under the Bridge Facility to $11.0 billion.
December 2025The Board of Governors of the Federal Reserve System cut interest rates.
December 31, 2025Fiscal year ended.
January 1, 2026The sale of the Precision Sensors & Instrumentation (PSI) business to Crane Company closed. The formation of the joint venture with Cactus, Inc. for the Surface Pressure Control (SPC) business was completed.
January 27, 2026The registrant had outstanding 988,236,510 shares of Class A Common Stock.
February 5, 2026Date of the Annual Report on Form 10-K filing.
Second Quarter 2026Expected closing of the Chart Industries, Inc. acquisition.
December 2026Next debt maturity. The universal automatic shelf registration statement on Form S-3ASR will expire.
November 2028The $3.0 billion committed unsecured revolving credit facility matures.
2030Target for 50% reduction in Scope 1 and 2 carbon dioxide equivalent emissions compared to the 2019 base year.
2031The Long-Term Incentive Plan expires.
2050Target for achieving net-zero emissions.

Recommendation

hold

The company presents a mixed financial picture for 2025, with a slight revenue dip and a notable decrease in net income, primarily due to non-operating factors like equity security valuation changes. The OFSE segment faced headwinds from reduced upstream spending, reflecting broader market caution. However, the IET segment demonstrated robust growth in revenue and EBITDA, driven by LNG, gas infrastructure, and emerging opportunities in data centers and new energy solutions. The strategic acquisition of Chart Industries for $13.6 billion, alongside targeted divestitures, signals a clear intent to reposition the portfolio towards higher-growth, lower-carbon segments of the energy and industrial value chain. While this strategic shift is positive for long-term resilience and growth, the near-term integration risks of the Chart acquisition and the continued softness in the core OFSE market warrant a cautious approach. The company's commitment to R&D and sustainability is commendable, but the overall financial performance for 2025, coupled with the ongoing market uncertainties, suggests that investors should monitor the execution of the strategic transformation and the realization of anticipated synergies.

Keywords

Energy Technology, Oilfield Services, Industrial Technology, LNG, New Energy, Carbon Capture, Hydrogen, Geothermal, Data Centers, Digital Solutions, AI, SEC Filing, 10-K, Financial Results, Acquisition, Divestiture, Shareholder Return, Sustainability, R&D, Global Energy, Upstream, Midstream, Downstream, Corporate Governance, Risk Management, Supply Chain, Cybersecurity, Oil & Gas Prices

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