DEF 14A: Baker Hughes Reports Record Bookings and Strategic Transformation in 2023, Outlines 2024 Priorities
Proxy Statement
Baker Hughes achieved record bookings, revenue growth, and margin improvements in 2023 while advancing its strategic transformation and increasing shareholder returns.
Summary
- Baker Hughes delivered a record-breaking year in 2023, with significant progress in transforming the organization.
- The company booked $30.5 billion in orders, increased adjusted EBITDA by 26%, and generated $3.1 billion in net cash flow from operations and $2.0 billion in free cash flow.
- Record bookings of LNG awards totaled $5.6 billion, emphasizing Baker Hughes' role as a key energy technology provider.
- The Industrial & Energy Technology business segment ended the year with a record backlog of $30 billion.
- New energy orders exceeded original guidance, reaching $750 million, with expectations of $800 million to $1 billion in 2024.
- The company returned $1.3 billion to shareholders through dividends and share buybacks, increasing the dividend to $0.20 in Q3 2023 and further to $0.21 in Q1 2024.
- Baker Hughes successfully removed $150 million of costs and realigned its Industrial & Energy Technology business.
- The company is focused on building a differentiated energy technology company with an integrated portfolio of energy solutions and new technology and digital offerings.
- Baker Hughes is committed to reducing Scope 1 and 2 carbon dioxide equivalent emissions by 50% by 2030 and achieving net-zero emissions by 2050.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with record bookings, revenue growth, and strategic transformation, indicating a strong financial performance and future potential.
Positives
- Growth in orders, revenues, and margins compared to 2022.
- Record bookings of LNG awards.
- Continued expansion in new energy orders, exceeding original full-year guidance.
- Returned $1.3 billion to shareholders through dividends and share buybacks.
- The company is focused on building a differentiated energy technology company with an integrated portfolio of energy solutions and new technology and digital offerings.
- The company is committed to reducing Scope 1 and 2 carbon dioxide equivalent emissions by 50% by 2030 and achieving net-zero emissions by 2050.
Negatives
- The document does not explicitly state any negatives.
Risks
- Global economic uncertainty and geopolitical risks are at levels not seen in decades.
- Extreme climate impacts worldwide necessitate a balanced energy transition.
- Technologies for sustainable energy development require public incentives to scale up.
- Customers expect new partnerships, commercial models, and solutions to deliver productivity improvements with a lower carbon footprint.
- The company faces operational, financial, strategic, and reputational risks.
Future Outlook
Baker Hughes expects total company new energy orders of $800 million to $1 billion in 2024, in key areas including hydrogen, carbon capture, utilization and storage, geothermal, and emissions abatement.
Management Comments
- Lorenzo Simonelli, Chairman, President, and Chief Executive Officer: 'Our unique portfolio, strong balance sheet, and continued winning strategy will continue to guide us in another year of taking energy forward.'
Industry Context
The document highlights the importance of natural gas and LNG in meeting global energy demand and reducing carbon emissions, aligning with broader industry trends towards cleaner energy sources.
Comparison to Industry Standards
- The company benchmarks its executive compensation against a reference group of 26 companies, including 3M Company, Caterpillar Inc., ConocoPhillips, Cummins Inc., Danaher Corporation, Deere & Company, Devon Energy Corporation, Eaton Corporation plc, Emerson Electric Co., EOG Resources, Inc., Fluor Corporation, General Dynamics Corporation, Halliburton Company, Honeywell International Inc., Illinois Tool Works Inc., International Paper Company, Johnson Controls International plc, L3Harris Technologies, Inc., Northrop Grumman Corporation, NOV Inc., Occidental Petroleum Corporation, PACCAR Inc., Parker-Hannifin Corporation, Schlumberger Limited, TechnipFMC plc, and Textron Inc.
- The company assesses its long-term performance in part through PSUs based on the companies in the OSX index (plus TechnipFMC) each year to align with the wider portfolio of Baker Hughes.
- The company compares its performance versus the Performance Peer Group during the three-year performance period.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice President, Industrial & Energy Technology | Roderick Christie | Ganesh Ramaswamy | 2023-01-16 | Strategic transformation and restructuring efforts |
| Board Member | Nelda J. Connors | N/A | 2024 Annual Meeting | Decision not to stand for re-election |
| Board Member | N/A | Abdulaziz M. Al Gudaimi | 2024-01-01 | Adding global and integrated energy and chemicals experience |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Committee | The Board established the Finance Committee to assist in its oversight of the Company's capital structure and financial resources and to advise on financial risks | N/A | Enhanced oversight of capital structure and financial risks |
| Bylaws Amendment | Amended bylaws and propose amending the Articles of Incorporation to limit the liability of certain officers of the Company | N/A | Attract and retain experienced and qualified officers |
| Bylaws Amendment | Amended bylaws and propose amending the Articles of Incorporation to add a federal forum selection | N/A | Promote efficiencies in the Company's management of Securities Act litigation |
| Bylaws Amendment | Amended bylaws and propose amending the Articles of Incorporation to remove references to terminated agreements and relationships with GE as a result of GE's exit from its investment in the Company | N/A | Modernize the Certificate of Incorporation |
Related Party Transactions
- Elisa de Castro Barbosa, an immediate family member of one of our executive officers, is employed by us as a Senior HR Manager and received total compensation of approximately $242,000 in 2023.
Stakeholder Impact
- Shareholders benefit from increased returns through dividends and share buybacks.
- Employees benefit from a diverse and inclusive workplace with opportunities for growth and development.
- Customers benefit from innovative energy technology solutions that help them achieve their sustainability goals.
- Communities benefit from the company's commitment to environmental quality, educational opportunities, and health and wellness.
Next Steps
- The 2024 Annual Meeting of Shareholders will be held on May 13, 2024.
- Shareholders are encouraged to vote in advance using the provided methods.
- The company will continue to execute its strategy to transform the core, invest for growth, and position for new energy frontiers.
Key Dates
| Date | Description |
|---|---|
| 2017-07-03 | Date of Amended and Restated Limited Liability Company Agreement of Baker Hughes, a GE company, LLC |
| 2017-10-17 | Date of Second Amended and Restated Certificate of Incorporation |
| 2019 | 2019 base year for Scope 1 & 2 GHG emissions reduction |
| 2020 | Reset carbon emissions reduction base year from 2012 to 2019 |
| 2023-01-01 | Abdulaziz M. Al Gudaimi appointed to the Board |
| 2023-04-02 | Date of mailing a Notice of Internet Availability of Proxy Materials |
| 2023-05-16 | Each non-employee director received an immediately vesting RSU award |
| 2023-10-01 | Realignment of IET product lines |
| 2023-10 | Baker Hughes adopted the Baker Hughes Recovery of Compensation Policy |
| 2024-01 | Approved overall payout of 2023 Annual bonus at 140% of target, 2021 Performance Share Units (PSUs) at 88.51% of target, and 2021 Transformation Incentive awards at 82.44% of target. |
| 2024-02-01 | Date of Sixth Amended and Restated Bylaws of the Company |
| 2024-03-22 | Record date for determining shareholders entitled to vote at the Annual Meeting |
| 2024-04-02 | Date of mailing A Notice of Internet Availability of Proxy Materials |
| 2024-05-13 | Date of 2024 Annual Meeting of Shareholders |
| 2025-05 | Expected date of Annual Meeting |
Keywords
Baker Hughes, LNG, New Energy, EBITDA, Free Cash Flow, Orders, Dividends, Share Buybacks, Energy Transition, Sustainability, Executive Compensation, Corporate Governance
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