BKR.NASDAQBaker Hughes CO

DEF 14A: Baker Hughes Reports Record Bookings and Strategic Transformation in 2023, Outlines 2024 Priorities

Sentiment:

Proxy Statement


Baker Hughes achieved record bookings, revenue growth, and margin improvements in 2023 while advancing its strategic transformation and increasing shareholder returns.

Better than expectedThe 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.New energy orders exceeded original guidance, reaching $750 million, with expectations of $800 million to $1 billion in 2024.

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

RolePrevious PersonNew PersonEffective DateReason
Executive Vice President, Industrial & Energy TechnologyRoderick ChristieGanesh Ramaswamy2023-01-16Strategic transformation and restructuring efforts
Board MemberNelda J. ConnorsN/A2024 Annual MeetingDecision not to stand for re-election
Board MemberN/AAbdulaziz M. Al Gudaimi2024-01-01Adding global and integrated energy and chemicals experience

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CommitteeThe Board established the Finance Committee to assist in its oversight of the Company's capital structure and financial resources and to advise on financial risksN/AEnhanced oversight of capital structure and financial risks
Bylaws AmendmentAmended bylaws and propose amending the Articles of Incorporation to limit the liability of certain officers of the CompanyN/AAttract and retain experienced and qualified officers
Bylaws AmendmentAmended bylaws and propose amending the Articles of Incorporation to add a federal forum selectionN/APromote efficiencies in the Company's management of Securities Act litigation
Bylaws AmendmentAmended 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 CompanyN/AModernize 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

DateDescription
2017-07-03Date of Amended and Restated Limited Liability Company Agreement of Baker Hughes, a GE company, LLC
2017-10-17Date of Second Amended and Restated Certificate of Incorporation
20192019 base year for Scope 1 & 2 GHG emissions reduction
2020Reset carbon emissions reduction base year from 2012 to 2019
2023-01-01Abdulaziz M. Al Gudaimi appointed to the Board
2023-04-02Date of mailing a Notice of Internet Availability of Proxy Materials
2023-05-16Each non-employee director received an immediately vesting RSU award
2023-10-01Realignment of IET product lines
2023-10Baker Hughes adopted the Baker Hughes Recovery of Compensation Policy
2024-01Approved 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.
2024-02-01Date of Sixth Amended and Restated Bylaws of the Company
2024-03-22Record date for determining shareholders entitled to vote at the Annual Meeting
2024-04-02Date of mailing A Notice of Internet Availability of Proxy Materials
2024-05-13Date of 2024 Annual Meeting of Shareholders
2025-05Expected 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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