Baker Hughes Co
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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Sep 30, 2026 · Filed Oct 28, 2026
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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.
On July 16, 2026, Baker Hughes completed its previously announced acquisition of Chart Industries, Inc. ("Chart"). The results of operations of the acquired business have been included in the Company's condensed consolidated financial statements from the acquisition date. The acquisition has been accounted for as a business combination in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805. Refer to "Note 2. Business Acquisitions" for additional information.
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
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 September 30, 2026 and December 31, 2025, $417 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 are 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 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. BUSINESS ACQUISITIONS
Chart Industries
On July 16, 2026, the Company acquired 100% of the equity interests of Chart, a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling across a broad range of industrial and energy end markets. Chart’s products and solutions serve a range of sectors, including gas infrastructure, nuclear and geothermal energy, data centers, carbon capture and storage, space, and other high-growth industrial markets.
The Company accounts for business combinations in accordance with ASC 805, Business Combinations("ASC 805"), using the acquisition method of accounting. Identifiable assets acquired and liabilities assumed are recognized at their acquisition-date fair values, with any excess of the consideration transferred over the fair value of the net assets acquired recorded as goodwill. The determination of fair values requires management to make significant estimates and assumptions. When the initial accounting for a business combination is incomplete, provisional amounts are recorded and may be adjusted during the measurement period, not to exceed one year from the acquisition date. Acquisition-related costs are expensed as incurred. During the measurement period, the Company may revise provisional amounts as additional information becomes available regarding facts and circumstances that existed as of the acquisition date.
The total merger consideration transferred is as follows:
| Cash paid to Chart shareholders | $10,054 |
|---|---|
| Plus: Cash paid to settle Chart's third-party debt | 4,451 |
| Plus: Cash paid to terminate the Flowserve-Chart merger during 2025 | 258 |
| Plus: Other consideration for stock-based awards | 46 |
| Total consideration | $14,809 |
Preliminary Purchase Price Allocation
The following table sets forth the allocation of the merger consideration to the fair value of the identifiable assets acquired and liabilities assumed based on Chart’s balance sheet as of July 16, 2026:
| Preliminary Purchase Price Allocation | |
|---|---|
| Fair value of assets acquired: | |
| Cash and cash equivalents | $400 |
| Current receivables, net | 787 |
| Inventories, net | 958 |
| All other current assets | 539 |
| Property, plant and equipment | 1,215 |
| Goodwill | 8,330 |
| Other intangibles assets | 5,920 |
| Deferred income tax assets | 9 |
| All other assets | 271 |
| Total assets acquired | 18,429 |
| Fair value of liabilities assumed: | |
| Accounts payable | 643 |
| Progress collections and deferred income | 759 |
| Other current liabilities | 302 |
| Deferred income tax liabilities | 1,159 |
| All other liabilities | 513 |
| Total liabilities assumed | 3,376 |
| Noncontrolling interests | 244 |
| Net assets acquired | $14,809 |
The purchase price allocation is preliminary and may be revised during the measurement period as the Company completes its analysis of the acquisition-date fair values of assets acquired and liabilities assumed.
The goodwill recognized principally represents the anticipated synergies that are expected to be realized as a result of combining the Chart operations with those of Baker Hughes. The goodwill recognized is not deductible for tax purposes.
The following unaudited pro forma financial information presents the combined results of Baker Hughes and Chart as if the acquisition had been completed on January 1, 2025. The unaudited pro forma combined financial information has been derived from the historical consolidated financial statements of the Company and Chart and include certain policy alignments, estimates, and assumptions made by manage ment. The unaudited pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have occurred had the acquisition been completed on the aforementioned date, nor is it indicative of future operating results.
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025(1) | 2026 | 2025(1) | |||
| Total revenue | $8,149 | $7,996 | $23,295 | $23,195 | ||
| Net income attributable to Baker Hughes Company | 498 | 489 | 2,046 | 1,357 | ||
(1)The termination fee related to the Flowserve-Chart merger previously recorded in Chart's net income was removed from the pro forma net income as it was paid by Baker Hughes and included in the purchase consideration.
Continental Disc Corporation ("CDC")
In August 2025, the Company completed the acquisition of CDC in the Industrial & Energy Technology ("IET") segment for total consideration of $554 million. As a result of that acquisition, the Company recorded $229 million of goodwill and $269 million of intangible assets.
NOTE 3. CURRENT RECEIVABLES
Current receivables consist of the following:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Customer receivables | $6,937 | $5,558 |
| Other | 1,202 | 1,360 |
| Total current receivables | 8,139 | 6,918 |
| Less: Allowance for credit losses | (268) | (277) |
| Total current receivables, net | $7,871 | $6,641 |
Customer receivables are recorded at the invoiced amount. The "Other" category consists primarily of advance payments to suppliers and indirect taxes. Current receivables includes $787 million added as a result of the Chart acquisition. See "Note 2. Business Acquisitions" for additional information.
The Company's customer receivables are spread over a broad and diverse group of customers across many countries. As of September 30, 2026,24% 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 4. INVENTORIES
Inventories, net of reserves of $424 million and $381 million as of September 30, 2026 and December 31, 2025, respectively, consist of the following:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Finished goods | $2,483 | $2,381 |
| Work in process and raw materials | 3,492 | 2,573 |
| Total inventories, net | $5,975 | $4,954 |
The inventory balance includes $958 million added as a result of the Chart acquisition. See "Note 2. Business Acquisitions" for additional information.
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment ("PP&E") consist of the following at September 30, 2026 and December 31, 2025:
| Useful Life | September 30, 2026 | December 31, 2025 | |
|---|---|---|---|
| Land and improvements | 8 - 10 years (1) | $447 | $297 |
| Buildings, structures and related equipment | 5 - 40 years | 3,252 | 2,531 |
| Machinery, equipment and other | 1 - 20 years | 10,274 | 9,184 |
| Total cost | 13,973 | 12,012 | |
| Less: Accumulated depreciation | (7,198) | (6,686) | |
| Property, plant and equipment, net | $6,775 | $5,326 |
(1)Useful life excludes land
Depreciation expense was $305 million and $875 million for the three and nine months ended September 30, 2026 and $225 million and $669 million for the three and nine months ended September 30, 2025, respectively.
The following table summarizes the fair values assigned to PP&E acquired in connection with the Chart acquisition and included within the table above:
| Useful Life | Fair Value Assigned | |
|---|---|---|
| Land and improvements | 8 -10 years (1) | $160 |
| Buildings, structures and related equipment | 5 - 40 years | 550 |
| Machinery, equipment and other | 1 - 20 years | 505 |
| Total property, plant and equipment, net acquired | 1,215 |
(1)Useful life excludes land
NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
The changes in the carrying value of goodwill are detailed below by segment:
| OFSE | IET | Chart | Total | |
|---|---|---|---|---|
| Balance at December 31, 2025 | $1,556 | $4,512 | $— | $6,068 |
| Acquisition of Chart | — | — | 8,330 | 8,330 |
| Currency exchange and other | 9 | (18) | — | (9) |
| Classified as held for sale | — | (492) | — | (492) |
| Balance at September 30, 2026 | $1,565 | $4,002 | $8,330 | $13,897 |
During the nine months ended September 30, 2026, the Company recorded goodwill in the amount of $8,330 million as a result of the Chart acquisition, and reclassified $492 million of goodwill as held for sale as a result of the pending Waygate Technologies ("Waygate") disposition. See "Note 21. Dispositions and Businesses Held for Sale" for additional information on the Waygate disposition.
The Company performed its annual goodwill impairment test during the quarter. No impairment indicators were identified, and the Company recordedno impairments to goodwill as of September 30, 2026 or December 31, 2025.
OTHER INTANGIBLE ASSETS
Intangible assets consist of the following:
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | Net | GrossCarryingAmount | AccumulatedAmortization | Net | |
| Customer relationships (1) | $6,160 | $(1,153) | $5,007 | $2,186 | $(986) | $1,200 |
| Technology | 1,688 | (948) | 740 | 1,217 | (987) | 230 |
| Trade names and trademarks | 1,647 | (226) | 1,421 | 306 | (208) | 98 |
| Capitalized software | 1,633 | (1,180) | 453 | 1,636 | (1,219) | 417 |
| Finite-lived intangible assets | 11,128 | (3,507) | 7,621 | 5,345 | (3,400) | 1,945 |
| Indefinite-lived intangible assets | 2,152 | — | 2,152 | 2,152 | — | 2,152 |
| Total intangible assets | $13,280 | $(3,507) | $9,773 | $7,497 | $(3,400) | $4,097 |
(1) Includes backlog recognized as a result of the Chart acquisition.
Amortization expense for the three months ended September 30, 2026 and 2025 was $200 million and $58 million, respectively, and $317 million and $192 million for the nine months ended September 30, 2026 and 2025, respectively. The amortization of acquired intangible assets is presented separately in the condensed consolidated statements of income.
The following table summarizes the fair values assigned to identified intangible assets acquired in connection with the Chart acquisition as of the acquisition date and included within the table above:
| Useful Life | Fair Value Assigned | |
|---|---|---|
| Customer relationships | 20 years | $3,610 |
| Trade names and trademarks | 20 years | 1,345 |
| Technology | 8 years | 567 |
| Capitalized software | 5 years | 28 |
| Backlog | 1 year | 370 |
| Total intangible assets acquired | $5,920 |
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 | $230 |
| 2027 | 741 |
| 2028 | 522 |
| 2029 | 493 |
| 2030 | 467 |
| 2031 | 448 |
NOTE 7. 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 and Chart segments. The Company's long-term equipment contracts are provided by the IET, Oilfield Services & Equipment ("OFSE"), and Chart segments. Contract and other deferred assets are reported in "All other current assets" or "All other assets", as applicable. Contract assets consist of the following:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Long-term equipment contracts and certain other service agreements | $1,839 | $1,123 |
| Long-term product service agreements | 343 | 330 |
| Contract assets (total revenue in excess of billings) | 2,182 | 1,453 |
| Deferred inventory costs | 154 | 141 |
| Other costs to fulfill or obtain a contract | 39 | 26 |
| Contract and other deferred assets | $2,375 | $1,620 |
Revenue recognized during the three months ended September 30, 2026 and 2025 from performance obligations satisfied (or partially satisfied) in previous periods related to long-term service agreements was $(6) million and $4 million, respectively, and $13 million during the nine months ended September 30, 2026 and 2025. This includes revenue recognized from revisions to cost or billing estimates that may affect a contract's total estimated profitability.
NOTE 8. 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 agreements. Contract liabilities consist of the following:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Equipment contracts and other service agreements | $7,319 | $5,249 |
| Long-term product service agreements | 534 | 507 |
| Progress collections | 7,853 | 5,756 |
| Deferred income | 184 | 148 |
| Progress collections and deferred income (contract liabilities) | $8,037 | $5,904 |
Revenue recognized during the three months ended September 30, 2026 and 2025 that was included in the contract liabilities at the beginning of the period was $628 million and $880 million, respectively, and $3,334 million and $3,799 million during the nine months ended September 30, 2026 and 2025, respectively. Progress collections and deferred income include $759 million added as a result of the Chart acquisition. See "Note 2. Business Acquisitions" for additional information.
NOTE 9. LEASES
The Company's operating lease portfolio includes service centers, manufacturing facilities, sales and administrative offices, and certain other equipment.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Operating Lease Expense | 2026 | 2025 | 2026 | 2025 |
| Short-term lease | $134 | $128 | $371 | $365 |
| Long-term fixed lease | 53 | 65 | 159 | 203 |
| Long-term variable lease | 24 | 15 | 50 | 46 |
| Total operating lease expense | $211 | $208 | $580 | $614 |
Cash flows used in operating activities for operating leases approximate lease expense for the three and nine months ended September 30, 2026 and 2025.
The weighted-average remaining lease term as of September 30, 2026 and December 31, 2025 was approximately eight years andseven years for operating leases, respectively. The weighted-average discount rate used to determine the operating lease liability as of September 30, 2026 and December 31, 2025 was 4.8% and 4.6%, respectively.
NOTE 10. DEBT
The carrying value of the Company's short-term and long-term debt consists of the following:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| U.S. dollar short-term debt | ||
| 2.06% Senior Notes due December 2026 | $600 | $599 |
| Other debt | 188 | 90 |
| Total short-term debt | 788 | 689 |
| U.S. dollar long-term debt | ||
| 3.337% Senior Notes due December 2027 | 1,327 | 1,324 |
| 6.875% Notes due January 2029 | 251 | 255 |
| 4.050% Senior Notes due March 2029 | 498 | — |
| 3.138% Senior Notes due November 2029 | 524 | 524 |
| 4.486% Senior Notes due May 2030 | 499 | 498 |
| 4.350% Senior Notes due June 2031 | 1,241 | — |
| 4.650% Senior Notes due June 2033 | 744 | — |
| 5.000% Senior Notes due June 2036 | 1,979 | — |
| 5.125% Senior Notes due September 2040 | 1,265 | 1,269 |
| 4.080% Senior Notes due December 2047 | 1,339 | 1,338 |
| 5.850% Senior Notes due June 2056 | 1,973 | — |
| 2026 Term Loans | 2,000 | — |
| Other long-term debt | 393 | 190 |
| Euro long-term debt | ||
| 3.226% Senior Notes due March 2030 | 691 | — |
| 3.812% Senior Notes due March 2034 | 1,034 | — |
| 4.193% Senior Notes due March 2038 | 860 | — |
| 4.737% Senior Notes due March 2046 | 858 | — |
| Total long-term debt | 17,476 | 5,398 |
| Total debt | $18,264 | $6,087 |
The estimated fair value of total debt at September 30, 2026 and December 31, 2025 was $17,186 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 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 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 September 30, 2026 and December 31, 2025, there wereno borrowings under the Credit Agreement.
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 September 30, 2026, Baker Hughes Co-Obligor, Inc. is a co-obligor of certain debt securities totaling approximately $17.7 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 September 30, 2026, the Company was in compliance with all debt covenants.
ACQUISITION FINANCING
On March 11, 2026, the Company completed an offering of $6.5 billion in U.S. dollar-denominated notes, along with €3.0 billion of Euro-denominated notes (the "Notes Offering"). These senior notes are presented net of $86 million of unamortized debt issuance costs and discount in the Company's consolidated statements of financial position. As a result of the completed offering, the Company terminated its remaining $14.9 billion senior unsecured 364-day bridge facility (the "Bridge Facility") and recognized the previously unamortized lending fees of $43 million within interest expense during the first quarter of 2026.
On July 15, 2026, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered intotwo separate $1.0 billion, two-year, senior, unsecured term loan agreements (the "Term Loans"). Both Term Loan agreements contain customary representations, warranties, and covenants, and bear interest at a base rate or Secured Overnight Financing Rate ("SOFR") plus applicable margin.
The Company used the net proceeds of the Notes Offering and Term Loans to fund a portion of the cash consideration for the acquisition of Chart, which was completed on July 16, 2026. Concurrent with the completion of the Chart acquisition, the Company's $2.6 billion senior unsecured delayed-draw term loan facility was terminated. See "Note 2. Business Acquisitions" for additional information related to the Chart acquisition.
NOTE 11. INCOME TAXES
For the three and nine months ended September 30, 2026, the provision for income taxes was $97 million and $642 million, respectively. For the three and nine months ended September 30, 2025, the provision for income taxes was $204 million and $612 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods was driven by income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances. Further, for the period ended September 30, 2026, these impacts were offset by the discrete recognition of additional U.S. tax attributes.
NOTE 12. 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 per share.
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 wereno shares of Class A common stock repurchased during the three and nine months ended September 30, 2026 or during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company repurchased and canceled 9.8 million shares of Class A common stock for $384 million representing an average price per share of $39.38. As of September 30, 2026, the Company had authorization remaining to repurchase up to approximately $1.3 billion of its Class A common stock.
The following table presents the changes in the number of shares outstanding (in thousands):
| Class ACommon Stock | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at January 1 | 986,815 | 989,646 |
| Issue of shares upon vesting of restricted stock units (1) | 4,237 | 4,748 |
| Issue of shares on exercise of stock options (1) | 655 | 567 |
| Issue of shares for employee stock purchase plan | 1,010 | 1,201 |
| Repurchase and cancellation of Class A common stock | — | (9,751) |
| Balance at September 30 | 992,717 | 986,410 |
(1)Share amounts 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 | $(2,336) | $3 | $(319) | $(2,652) |
| Other comprehensive loss before reclassifications | (110) | (85) | (5) | (200) |
| Amounts reclassified from accumulated other comprehensive loss | 28 | (1) | 12 | 39 |
| Deferred taxes | — | — | 1 | 1 |
| Other comprehensive income (loss) | (82) | (86) | 8 | (160) |
| Less: Other comprehensive loss attributable to noncontrolling interests | 1 | — | — | 1 |
| Balance at September 30, 2026 | $(2,417) | $(83) | $(311) | $(2,811) |
| Foreign Currency Translation Adjustments | Cash Flow Hedges | Benefit Plans | Accumulated Other Comprehensive Loss | |
|---|---|---|---|---|
| Balance at December 31, 2024 | $(2,863) | $(7) | $(291) | $(3,161) |
| Other comprehensive income (loss) before reclassifications | 590 | (74) | (18) | 498 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | 13 | 13 |
| Deferred taxes | — | (1) | 3 | 2 |
| Other comprehensive income (loss) | 590 | (75) | (2) | 513 |
| Less: Other comprehensive (income) attributable to noncontrolling interests | (1) | — | — | (1) |
| Less: Other adjustments | (1) | — | — | (1) |
| Balance at September 30, 2025 | $(2,275) | $(82) | $(293) | $(2,650) |
The amounts reclassified from accumulated other comprehensive loss during the nine months ended September 30, 2026 and 2025 represent (i) net gains (losses) reclassified on cash flow hedges when the hedged transaction occurs, (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 nine months ended September 30, 2026 only, foreign currency translation adjustments related to business dispositions.
NOTE 13. EARNINGS PER SHARE
Basic and diluted net income per share of Class A common stock is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Net income | $422 | $617 | $2,042 | $1,737 |
| Less: Net income attributable to noncontrolling interests | 11 | 8 | 20 | 25 |
| Net income attributable to Baker Hughes Company | $411 | $609 | $2,022 | $1,712 |
| Weighted average shares outstanding: | ||||
| Class A basic | 993 | 986 | 992 | 988 |
| Class A diluted | 998 | 992 | 997 | 994 |
| Net income per share attributable to common stockholders: | ||||
| Class A basic | $0.41 | $0.62 | $2.04 | $1.73 |
| Class A diluted | $0.41 | $0.61 | $2.03 | $1.72 |
NOTE 14. 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.
| September 30, 2026 | December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Net Balance | Level 1 | Level 2 | Level 3 | Net Balance | |
| Assets | ||||||||
| Derivatives | $— | $22 | $— | $22 | $— | $22 | $— | $22 |
| Investment securities | 1,310 | — | 25 | 1,335 | 1,217 | — | 24 | 1,241 |
| Total assets | 1,310 | 22 | 25 | 1,357 | 1,217 | 22 | 24 | 1,263 |
| Liabilities | ||||||||
| Derivatives | — | (34) | — | (34) | — | (33) | — | (33) |
| Total liabilities | $— | $(34) | $— | $(34) | $— | $(33) | $— | $(33) |
| September 30, 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) | $25 | $— | $— | $25 | $24 | $— | $— | $24 |
| Equity securities | 587 | 765 | (42) | 1,310 | 578 | 666 | (27) | 1,217 |
| Total | $612 | $765 | $(42) | $1,335 | $602 | $666 | $(27) | $1,241 |
(1)Net gains (losses) recorded to earnings related to these securities were $6 million and $(8) million for the three months ended September 30, 2026 and 2025, respectively, and $81 million and $(29) million for the nine months ended September 30, 2026 and 2025, respectively.
(2)As of September 30, 2026, the Company's non-U.S. debt securities are classified as available for sale securities and mature withinone year.
As of September 30, 2026 and December 31, 2025, the balance of the Company's equity securities with readily determinable fair values is $1,310 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. See "Note 20. 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 September 30, 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 10. Debt."
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.
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Derivatives accounted for as hedges | ||||
| Currency exchange contracts | $5 | $— | $— | $— |
| Interest rate swap contracts | — | (22) | 9 | (24) |
| Derivatives not accounted for as hedges | ||||
| Currency exchange contracts and other | 17 | (12) | 13 | (9) |
| Total derivatives | $22 | $(34) | $22 | $(33) |
Derivatives are classified in the condensed consolidated statements of financial position depending on their respective maturity date. As of September 30, 2026 and December 31, 2025, $16 million and $22 million of derivative assets are recorded in "All other current assets" and $6 million andnil are recorded in "All other assets" in the condensed consolidated statements of financial position, respectively. As of September 30, 2026 and December 31, 2025, $12 million and $8 million of derivative liabilities are recorded in "All other current liabilities" and $22 million and $25 million are recorded in "All other liabilities" in the condensed consolidated statements of financial position, respectively.
The Company issued credit default swaps ("CDS") with original notional balances totaling $775 million with third-party financial institutions related 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 wasnil and $287 million as of September 30, 2026 and December 31, 2025, respectively.
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 12. 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 September 30, 2026, there areno 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.
As of September 30, 2026 and December 31, 2025, the Company had interest rate swaps with a notional amount of $500 million that converted a portion of its $1,350 million aggregate principal amount of 3.337% fixed rate Senior Notes due 2027 into a floating rate instrument with an interest rate based on a Secured Overnight Financing Rate index. The Company concluded that the interest rate swap met the criteria necessary to qualify for hedge accounting, and as such, the changes in this fair value hedge are recorded as gains or losses in interest expense and are equally offset by the gains or losses of the underlying debt instrument, which are also recorded in interest expense.
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 amount will be recorded to earnings.
The Company evaluates hedge effectiveness on a qualitative basis, with any portion of the hedges deemed ineffective recorded in earnings. In July 2026, the Company de-designated €3.0 billion (approximately $3.5 billion, equivalent) of notes previously designated as a non-derivative net investment hedge as part of the financing strategy for the Chart acquisition. The resulting amount recorded in AOCI was a gain of $64 million.
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 $4.5 billion and $7.1 billion at September 30, 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 15. REVENUE RELATED TO CONTRACTS WITH CUSTOMERS
DISAGGREGATED REVENUE
The Company disaggregates its revenue from contracts with customers by product line for OFSE, IET, and Chart, 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 OFSE revenue from contracts with customers by geography based on the location to where the product is shipped or the services are performed.
The series of tables below present the Company's revenue disaggregated by segment and product line.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Total Revenue | 2026 | 2025 | 2026 | 2025 |
| Well Construction | $958 | $954 | $2,700 | $2,766 |
| Completions, Intervention, and Measurements | 1,008 | 945 | 2,835 | 2,806 |
| Production Solutions | 983 | 966 | 2,811 | 2,833 |
| Subsea & Surface Pressure Systems | 711 | 771 | 2,002 | 2,347 |
| OFSE | 3,660 | 3,636 | 10,348 | 10,752 |
| Gas Technology Equipment | 1,576 | 1,687 | 4,765 | 4,767 |
| Gas Technology Services | 897 | 803 | 2,519 | 2,147 |
| Total Gas Technology | 2,473 | 2,490 | 7,284 | 6,914 |
| Industrial Products | 537 | 511 | 1,577 | 1,444 |
| Industrial Solutions | 205 | 288 | 572 | 819 |
| Total Industrial Technology | 742 | 799 | 2,149 | 2,263 |
| Climate Technology Solutions | 262 | 84 | 685 | 418 |
| IET | 3,477 | 3,374 | 10,118 | 9,595 |
| Original Equipment | 623 | — | 623 | — |
| Aftermarket | 265 | — | 265 | — |
| Chart | 888 | — | 888 | — |
| Total | $8,025 | $7,010 | $21,354 | $20,347 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| OFSE Geographic Revenue | 2026 | 2025 | 2026 | 2025 |
| North America | $955 | $980 | $2,814 | $2,830 |
| Latin America | 674 | 603 | 2,006 | 1,810 |
| Europe/CIS/Sub-Saharan Africa | 770 | 599 | 1,897 | 1,831 |
| Middle East/Asia | 1,261 | 1,454 | 3,631 | 4,281 |
| Total | $3,660 | $3,636 | $10,348 | $10,752 |
REMAINING PERFORMANCE OBLIGATIONS
As of September 30, 2026, the aggregate amount of the transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was $46.4 billion. As of September 30, 2026, the Company expects to recognize revenue of approximately 60%,80% and 93% 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 16. 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. Following the completion of the Chart acquisition on July 16, 2026, Chart became a separate operating and reportable segment as its operating results are separately reviewed by the CODM and discrete financial information is available. Accordingly, the Company reports its operating results through three operating segments, OFSE, IET and Chart. Each segment is organized and managed based upon the nature of the Company's markets and customers and consists of similar products and services. These products and services operate across upstream oil and gas and broader energy and industrial markets. The following is a description of each segment's business operations:
OILFIELD SERVICES & EQUIPMENT
OFSE provides products and services for onshore and offshore oilfield operations across the lifecycle of a well, 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.
CHART
Chart provides thermal management, cryogenic, air and gas handling, process, digital, and lifecycle-service capabilities that enable end-to-end molecule management across energy and industrial markets. Chart's technology portfolio spans stationary and rotating equipment and is deployed across every phase of the liquid gas supply chain - from engineering, design, and installation through preventative maintenance and digital monitoring. The segment advances high-growth markets, including space, data centers, mining and geothermal, carbon capture, utilization and storage, and hydrogen solutions. Chart is organized intotwo product lines -Original Equipment and Aftermarket.
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 September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||
|---|---|---|---|---|---|---|---|---|
| OFSE | IET | Chart(1) | Total | OFSE | IET | Chart(1) | Total | |
| Revenue | $3,660 | $3,477 | $888 | $8,025 | $10,348 | $10,118 | $888 | $21,354 |
| Cost of goods and services sold | (2,963) | (2,468) | (637) | (6,068) | (8,503) | (7,160) | (637) | (16,300) |
| Research and development costs | (59) | (81) | (10) | (150) | (173) | (244) | (10) | (427) |
| Selling, general and administrative | (229) | (304) | (113) | (646) | (626) | (863) | (113) | (1,602) |
| Amortization of acquired intangible assets | (17) | (5) | (143) | (165) | (29) | (12) | (143) | (184) |
| Other income | 1 | 4 | 1 | 6 | 2 | 12 | 1 | 15 |
| Add: Depreciation and amortization | 266 | 62 | 170 | 498 | 810 | 190 | 170 | 1,170 |
| Segment EBITDA | $659 | $685 | $156 | $1,500 | $1,829 | $2,041 | $156 | $4,026 |
(1)Since July 16, 2026, the date of the Chart acquisition.
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| OFSE | IET | Chart | Total | OFSE | IET | Chart | Total | |
| Revenue | $3,636 | $3,374 | $— | $7,010 | $10,752 | $9,595 | $— | $20,347 |
| Cost of goods and services sold | (2,905) | (2,399) | — | (5,304) | (8,615) | (6,900) | — | (15,515) |
| Research and development costs | (60) | (86) | — | (146) | (186) | (267) | — | (453) |
| Selling, general and administrative | (215) | (304) | — | (519) | (636) | (865) | — | (1,501) |
| Amortization of acquired intangible assets | (5) | (5) | — | (10) | (24) | (11) | — | (35) |
| Other income (expense) | (1) | — | — | (1) | — | 5 | — | 5 |
| Add: Depreciation and amortization | 221 | 55 | — | 276 | 680 | 164 | — | 844 |
| Segment EBITDA | $671 | $635 | $— | $1,306 | $1,971 | $1,721 | $— | $3,692 |
| Reconciliation of segment EBITDA to Net Income Attributable to Baker Hughes Company: · Three Months Ended September 30, · Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||
| OFSE | $659 | $671 | $1,829 | $1,971 |
| IET | 685 | 635 | 2,041 | 1,721 |
| Chart | 156 | — | 156 | — |
| Total segment | 1,500 | 1,306 | 4,026 | 3,692 |
| Corporate costs (1) | (79) | (76) | (236) | (239) |
| Restructuring | (28) | — | (78) | — |
| Inventory step-up charges | (25) | — | (25) | — |
| Other income (expense), net (2) | (167) | (71) | 517 | (82) |
| Depreciation and amortization (3) | (505) | (282) | (1,192) | (861) |
| Interest expense, net | (177) | (56) | (328) | (161) |
| Income before income taxes | 519 | 821 | 2,684 | 2,349 |
| Provision for income taxes | (97) | (204) | (642) | (612) |
| Net income | 422 | 617 | 2,042 | 1,737 |
| Less: Net income attributable to noncontrolling interests | 11 | 8 | 20 | 25 |
| Net income attributable to Baker Hughes Company | $411 | $609 | $2,022 | $1,712 |
(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 September 30, 2026 and 2025, and $22 million and $17 million for the nine months ended September 30, 2026 and 2025, respectively.
(2)Other income (expense), net excludes immaterial amounts recorded within Segment EBITDA and corporate costs for the three and nine months ended September 30, 2026. See "Note 20. Other (Income) Expense, Net" for further information.
(3)Includes $143 million of amortization related to Chart for the three months and nine months ended September 30, 2026.
The following table presents total assets:
| Assets | September 30, 2026 | December 31, 2025 |
|---|---|---|
| OFSE | $18,910 | $18,744 |
| IET | 12,904 | 14,934 |
| Chart | 18,306 | — |
| Total segment | 50,120 | 33,678 |
| Corporate and eliminations (1) | 8,943 | 7,203 |
| Total | $59,063 | $40,881 |
(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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Depreciation and amortization | 2026 | 2025 | 2026 | 2025 |
| OFSE | $266 | $221 | $810 | $680 |
| IET | 62 | 55 | 190 | 164 |
| Chart | 170 | — | 170 | — |
| Total segment | 498 | 276 | 1,170 | 844 |
| Corporate | 7 | 6 | 22 | 17 |
| Total | $505 | $282 | $1,192 | $861 |
The following table presents capital expenditures:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Capital expenditures | 2026 | 2025 | 2026 | 2025 |
| OFSE | $168 | $213 | $583 | $627 |
| IET | 78 | 67 | 269 | 221 |
| Chart | 16 | — | 16 | — |
| Total segment | 262 | 280 | 868 | 848 |
| Corporate | 10 | 15 | 39 | 48 |
| Total | $272 | $295 | $907 | $896 |
NOTE 17. 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%. The Company had purchases from the Aero JV of $278 million and $224 million during the three months ended September 30, 2026 and 2025, respectively, and $713 million and $598 million during the nine months ended September 30, 2026 and 2025, respectively. The Company had $151 million and $136 million of amounts due at September 30, 2026 and December 31, 2025, respectively, for products and services provided by the Aero JV in the ordinary course of business.
NOTE 18. 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 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 $7.3 billion at September 30, 2026. It is not practicable to estimate the fair value of these financial instruments. As of September 30, 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 19. RESTRUCTURING
The Company recorded restructuring charges of $28 million andnil during the three months ended September 30, 2026 and 2025, and $78 million andnil during the nine months ended September 30, 2026 and 2025, respectively.
The following table presents restructuring and associated impairment charges by the impacted segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Oilfield Services & Equipment | $9 | $— | $33 | $— |
| Industrial & Energy Technology | 6 | — | 34 | — |
| Chart | 7 | — | 7 | — |
| Corporate | 6 | — | 4 | — |
| Total | $28 | $— | $78 | $— |
The following table presents restructuring charges by type:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Employee-related termination expenses | $7 | $— | 34 | — |
| Contract termination fees | 6 | — | 6 | — |
| Other incremental costs | 15 | — | 38 | — |
| Total | $28 | $— | $78 | $— |
NOTE 20. OTHER (INCOME) EXPENSE, NET
Other (income) expense, net consists of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Change in fair value of equity securities | $(6) | $8 | $(81) | $29 |
| (Gain) loss on business dispositions | — | — | (697) | — |
| Transaction related costs | 158 | 47 | 217 | 58 |
| Other charges and credits | 5 | 16 | 27 | (10) |
| Total | $157 | $71 | $(534) | $77 |
For the three months ended September 30, 2026, transaction costs were primarily related to legal and professional fees, and other costs incurred in connection with the Chart acquisition. For the nine months ended September 30, 2026, transaction related costs include costs related to the Chart acquisition and other business dispositions. See "Note 21. Dispositions and Businesses Held for Sale" for additional information related to our business disposition activity.
NOTE 21. DISPOSITIONS AND BUSINESSES HELD FOR SALE
DISPOSITIONS
During January 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. The initial carrying value of the joint venture was approximately $156 million and resulted in an initial gain of approximately $225 million. 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 January 2026, the Company completed the sale of its PSI business, a business within the Industrial Solutions product line of its IET segment, to Crane Company, a diversified manufacturer of engineered industrial products, for a total cash consideration of approximately $1.2 billion. The Company recognized an initial gain of approximately $497 million.
BUSINESSES HELD FOR SALE
The Company classifies assets and liabilities as held for sale (a "disposal group") when management commits to a plan to sell the disposal group and concludes that it meets the relevant criteria. Assets held for sale are measured at the lower of their carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period the held for sale criteria are met. Conversely, gains are not recognized until the date of sale.
During April 2026, the Company entered into an agreement with Hexagon AB, a global measurement technology company ("Hexagon"), to sell its Waygate Technologies business, a business within the Industrial Products product line of the IET segment, in an all-cash transaction valued at approximately $1.45 billion, before customary closing adjustments. The Company expects to complete the sale in the fourth quarter of 2026. As of September 30, 2026, the Waygate business meets the criteria to be classified as held for sale and is included in the table below. The disposition proceeds are expected to exceed the carrying value of the business.
During July 2026, the Company committed to the European Commission to dispose of Chart’s Integrated Pre-cooled Single Mixed Refrigerant and small scale LNG process technology business as a condition of obtaining regulatory approval to complete the acquisition of Chart. These assets have been classified as held for sale and are included in the table below. The Company expects to complete the sale in the first quarter of 2027.
The following table presents the assets and liabilities which have been classified as held for sale and reported in "All other current assets" and "All other current liabilities" in the condensed consolidated statements of financial position as of September 30, 2026.
| Assets and liabilities of businesses held for sale | |
|---|---|
| Assets | |
| Current receivables | $132 |
| Inventories | 99 |
| All other current assets | 12 |
| Property, plant and equipment | 47 |
| Operating lease right-of-use assets | 10 |
| Goodwill | 492 |
| Intangible assets | 147 |
| Contract assets | 5 |
| Deferred income tax assets | 13 |
| All other assets | 5 |
| Total assets of businesses held for sale | 962 |
| Liabilities | |
| Accounts payable | 57 |
| Progress collections and deferred income | 51 |
| Operating lease liabilities-current | 3 |
| All other current liabilities | 41 |
| Operating lease liabilities-non-current | 7 |
| Deferred income taxes | — |
| All other liabilities | 129 |
| Total liabilities of businesses held for sale | 288 |
| Total net assets of businesses held for sale | $674 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.