Baker Hughes Co 8-K/A, filed Oct 1, 2026
Baker Hughes Co (BKR)
8-K/A
2026-10-01
For: 2026-07-16
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Added on
October 01, 2026
About this 8-K/A
Baker Hughes Co filed this 8-K/A on October 1, 2026, reporting on events of July 16, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2026
(Exact name of registrant as specified in charter)
| (State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (713 ) 439-8600
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On July 16, 2026, Baker Hughes Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original 8-K”) to report that it completed the acquisition of Chart Industries, Inc. (“Chart” and such acquisition, the “Acquisition”) on July 16, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Tango Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of the Company, and Chart.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Chart Industries, Inc. as of and for the fiscal year ended December 31, 2025 are attached as Exhibit 99.1 to this Amendment and incorporated by reference herein.
The unaudited financial statements of Chart Industries, Inc. as of and for the three months ended March 31, 2026 are attached as Exhibit 99.2 to this Amendment and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2026 and the unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2026 and the year ended December 31, 2025, giving effect to the Acquisition and the related financing transactions described therein, are filed as Exhibit 99.3 to this Amendment and are incorporated by reference herein.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAKER HUGHES COMPANY | ||||||||||||||
| Dated: October 1, 2026 | By: | /s/ M. Georgia Magno | ||||||||||||
| M. Georgia Magno Chief Legal Officer | ||||||||||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement (No. 333-275865) on Form S-3 of Baker Hughes Holdings LLC, Baker Hughes Co-Obligor, Inc. and Baker Hughes Company and Registration Statements (Nos. 333-256119, 333-296021 and 333-297505) on Form S-8 of Baker Hughes Company of our report dated February 27, 2026, relating to the financial statements of Chart Industries, Inc. as of and for the year ended December 31, 2025, appearing in this Current Report on Form 8-K/A of Baker Hughes Company dated October 1, 2026.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
October 1, 2026
October 1, 2026
EXHIBIT 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On July 16, 2026, Baker Hughes completed its acquisition of Chart Industries (the “Merger” or “Acquisition”) in accordance with the Merger Agreement, dated as of July 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Baker Hughes Company, a Delaware corporation (“Baker Hughes”, the “Company”, “our”), Tango Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Baker Hughes (“Merger Sub”), and Chart Industries, Inc., a Delaware corporation (“Chart”), pursuant to which Merger Sub was merged with and into Chart, with Chart surviving the Merger as an indirect subsidiary of Baker Hughes, for an initial purchase price of $210 per share.
In connection with obtaining regulatory approvals for the Acquisition, the Company agreed to undertake the disposition of Chart’s Integrated Pre-cooled Single Mixed Refrigerant (“IPSMR”) business, which has been classified as “Held for Sale” in these unaudited pro forma combined financial statements.
The unaudited pro forma combined balance sheet at March 31, 2026 was prepared as if the Acquisition had occurred on March 31, 2026; and the unaudited pro forma combined statements of income for the three months ended March 31, 2026 and for the year ended December 31, 2025 were prepared as if the Acquisition had occurred on January 1, 2025. The unaudited pro forma combined financial statements should be read together with the following:
(i) the Company’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 5, 2026;
(ii) Chart’s audited historical consolidated financial statements and related notes for the year ended December 31, 2025, filed with the SEC on February 27, 2026;
(iii) the Company’s unaudited historical condensed consolidated financial statements and related notes included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on April 24, 2026;
(iv) Chart’s unaudited historical condensed consolidated financial statements and related notes for the three months ended March 31, 2026, filed with the SEC on May 11, 2026; and
(v) the Agreement and Plan of Merger, which is attached as Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on July 29, 2025.
The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes herein. They have been prepared for illustrative purposes only and do not purport to represent what the Company’s results of operations or financial position would have been if the Acquisition had occurred on the dates indicated (or what they will be for future periods).
The unaudited pro forma combined financial statements have been prepared reflecting the Acquisition as an acquisition of a business in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), with Baker Hughes treated as the acquirer for accounting purposes and are based upon currently available information and certain estimates and assumptions made by the Company’s management. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial statements are described in the accompanying notes. Significant estimates and assumptions include, but are not limited to, the preliminary purchase price allocation, based upon estimates of fair value of the assets and liabilities of Chart as of March 31, 2026. Management believes that the assumptions used to prepare the unaudited pro forma combined financial statements and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the Acquisition. However, the estimates and assumptions are subject to change and accordingly, actual results could differ materially from the pro forma information.
Baker Hughes Company
Pro Forma Combined Balance Sheet (Unaudited)
As of March 31, 2026
(In millions) | Baker Hughes, As Reported | Chart, As Adjusted (Note 2) | Transaction Adjustments (Note 4) | Financing Adjustments (Note 6) | Pro Forma Combined | ||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 14,764 | $ | 268 | $ | (14,548) | 4(a) | $ | 2,000 | $ | 2,484 | ||||||||||||||||||
| Current receivables, net | 6,696 | 823 | 2(a) | (89) | 4(b) | — | 7,430 | ||||||||||||||||||||||
| Inventories, net | 4,868 | 588 | 339 | 4(c) | — | 5,795 | |||||||||||||||||||||||
| All other current assets | 2,263 | 1,181 | 2(a)(b) | (980) | 4(d) | — | 2,464 | ||||||||||||||||||||||
| Total current assets | 28,591 | 2,860 | (15,278) | 2,000 | 18,173 | ||||||||||||||||||||||||
| Property, plant and equipment, net of accumulated depreciation | 5,540 | 860 | 2(c)(d) | 504 | 4(e) | — | 6,904 | ||||||||||||||||||||||
| Goodwill | 6,032 | 3,062 | 5,438 | 4(f) | — | 14,532 | |||||||||||||||||||||||
| Other intangible assets, net | 4,073 | 2,451 | 3,551 | 4(g) | — | 10,075 | |||||||||||||||||||||||
| Contract and other deferred assets | 1,747 | — | — | — | 1,747 | ||||||||||||||||||||||||
| Deferred income tax assets | 1,729 | 98 | 2(e) | (476) | 4(m) | — | 1,351 | ||||||||||||||||||||||
| All other assets | 3,184 | 361 | 2(c)(d)(e) | (113) | 4(h) | — | 3,432 | ||||||||||||||||||||||
| Total assets | $ | 50,896 | $ | 9,692 | $ | (6,374) | $ | 2,000 | $ | 56,214 | |||||||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||
| Accounts payable | $ | 4,257 | $ | 1,134 | 2(f) | $ | (340) | 4(i) | $ | — | $ | 5,051 | |||||||||||||||||
| Short-term debt | 753 | — | — | — | 753 | ||||||||||||||||||||||||
| Progress collections and deferred income | 5,999 | 285 | 417 | 4(j) | — | 6,701 | |||||||||||||||||||||||
| All other current liabilities | 2,404 | 456 | 2(f)(g)(h) | (31) | 4(k) | — | 2,829 | ||||||||||||||||||||||
| Total current liabilities | 13,413 | 1,875 | 46 | — | 15,334 | ||||||||||||||||||||||||
| Long-term debt | 15,411 | 3,808 | 2(i) | (3,808) | 4(l) | 2,000 | 17,411 | ||||||||||||||||||||||
| Liabilities for pensions and other postretirement benefits | 1,041 | — | — | — | 1,041 | ||||||||||||||||||||||||
| Deferred income tax liabilities | 94 | 554 | 390 | 4(m) | — | 1,038 | |||||||||||||||||||||||
| All other liabilities | 1,447 | 150 | 2(i) | 305 | 4(n) | — | 1,902 | ||||||||||||||||||||||
| Equity: | |||||||||||||||||||||||||||||
| Class A Common Stock | — | — | — | 4(o) | — | — | |||||||||||||||||||||||
| Capital in excess of par value | 24,480 | 1,903 | (1,903) | 4(o) | — | 24,480 | |||||||||||||||||||||||
| Treasury Stock | (19) | 19 | 4(o) | — | — | ||||||||||||||||||||||||
| Retained (loss) earnings | (2,322) | 1,110 | (1,355) | 4(o) | — | (2,567) | |||||||||||||||||||||||
| Accumulated other comprehensive (loss) income | (2,844) | 163 | (163) | 4(o) | — | (2,844) | |||||||||||||||||||||||
| Baker Hughes Company equity | 19,314 | 3,157 | (3,402) | — | 19,069 | ||||||||||||||||||||||||
| Noncontrolling interests | 176 | 148 | 95 | 4(p) | — | 419 | |||||||||||||||||||||||
| Total equity | 19,490 | 3,305 | (3,307) | — | 19,488 | ||||||||||||||||||||||||
| Total liabilities and equity | $ | 50,896 | $ | 9,692 | $ | (6,374) | $ | 2,000 | $ | 56,214 | |||||||||||||||||||
Baker Hughes Company
Pro Forma Combined Statements of Income (Unaudited)
Three Months ended March 31, 2026
| (In millions, except per share amounts) | Baker Hughes, As Reported | Chart, As Adjusted (Note 2) | Transaction Adjustments (Note 5) | Pro Forma Combined | |||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Sales of goods | $ | 4,357 | $ | 815 | 2(j) | $ | (22) | 5(a) | $ | 5,150 | |||||||||||||
| Sales of services | 2,230 | 70 | 2(j) | — | 2,300 | ||||||||||||||||||
| Total revenue | 6,587 | 885 | (22) | 7,450 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of goods sold | 3,431 | 588 | 2(j) | (26) | 5(a)(b) | 3,993 | |||||||||||||||||
| Cost of services sold | 1,652 | 45 | 2(j) | — | 1,697 | ||||||||||||||||||
| Selling, general and administrative | 562 | 142 | 2(k) | — | 704 | ||||||||||||||||||
| Research and development costs | 133 | 10 | 2(k) | — | 143 | ||||||||||||||||||
| Restructuring | 37 | — | — | 37 | |||||||||||||||||||
| Other (income) expense, net | (588) | 54 | 2(l) | 34 | 5(b) | (500) | |||||||||||||||||
| Interest expense, net | 86 | 73 | 50 | 5(e) | 209 | ||||||||||||||||||
| Income (loss) before income taxes | 1,274 | (27) | (80) | 1,167 | |||||||||||||||||||
| (Provision) benefit for income taxes | (336) | 13 | 17 | 5(f) | (306) | ||||||||||||||||||
| Net income (loss) | 938 | (14) | (63) | 861 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | $ | 8 | $ | 3 | $ | — | $ | 11 | |||||||||||||||
| Net income (loss) attributable to Baker Hughes Company | $ | 930 | $ | (17) | $ | (63) | $ | 850 | |||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Class A Basic shares | 990 | 990 | |||||||||||||||||||||
| Class A Diluted shares | 996 | 996 | |||||||||||||||||||||
| Per share amounts: | |||||||||||||||||||||||
| Basic income per Class A common share | $ | 0.94 | $ | 0.86 | |||||||||||||||||||
| Diluted income per Class A common share | $ | 0.93 | $ | 0.85 | |||||||||||||||||||
Baker Hughes Company
Pro Forma Combined Statements of Income (Unaudited)
Year ended December 31, 2025
| (In millions, except per share amounts) | Baker Hughes, As Reported | Chart, As Adjusted (Note 2) | Transaction Adjustments (Note 5) | Pro Forma Combined | |||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Sales of goods | $ | 18,216 | $ | 3,921 | 2(j) | $ | (350) | 5(a) | $ | 21,787 | |||||||||||||||||||
| Sales of services | 9,517 | 343 | 2(j) | — | 9,860 | ||||||||||||||||||||||||
| Total revenue | 27,733 | 4,264 | (350) | 31,647 | |||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of goods sold | 14,388 | 2,604 | 2(j) | (151) | 5(a)(b)(c) | 16,841 | |||||||||||||||||||||||
| Cost of services sold | 6,801 | 222 | 2(j) | — | 7,023 | ||||||||||||||||||||||||
| Selling, general and administrative | 2,387 | 577 | 2(k) | — | 2,964 | ||||||||||||||||||||||||
| Research and development costs | 600 | 42 | 2(k) | — | 642 | ||||||||||||||||||||||||
| Restructuring | 215 | — | — | 215 | |||||||||||||||||||||||||
| Other (income) expense, net | 243 | 483 | 2(l) | 242 | 5(b)(d) | 968 | |||||||||||||||||||||||
| Interest expense, net | 222 | 308 | 261 | 5(e) | 791 | ||||||||||||||||||||||||
| Income (loss) before income taxes | 2,877 | 28 | (702) | 2,203 | |||||||||||||||||||||||||
| (Provision) benefit for income taxes | (253) | 10 | 147 | 5(f) | (96) | ||||||||||||||||||||||||
| Net income (loss) | 2,624 | 38 | (555) | 2,107 | |||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | $ | 36 | $ | (4) | $ | — | $ | 32 | |||||||||||||||||||||
| Net income (loss) attributable to Baker Hughes Company | $ | 2,588 | $ | 42 | $ | (555) | $ | 2,075 | |||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||||||||
| Class A Basic shares | 988 | 988 | |||||||||||||||||||||||||||
| Class A Diluted shares | 994 | 994 | |||||||||||||||||||||||||||
| Per share amounts: | |||||||||||||||||||||||||||||
| Basic income per Class A common share | $ | 2.62 | $ | 2.10 | |||||||||||||||||||||||||
| Diluted income per Class A common share | $ | 2.60 | $ | 2.09 | |||||||||||||||||||||||||
Notes to the Unaudited Pro Forma Combined Financial Statements
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of SEC Regulation S-X using assumptions set forth in the notes herein.
The Acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, with Baker Hughes as the accounting acquirer. The Company’s allocation of the preliminary purchase price with respect to the Acquisition is based on estimates of, and assumptions related to, the fair value of the assets acquired and liabilities assumed as of the acquisition date of July 16, 2026. The Company intends to finalize the fair value determination and resulting purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the Acquisition.
The unaudited pro forma combined financial statements and underlying pro forma adjustments (including purchase price allocation) are based upon currently available information and include certain estimates and assumptions made by management; accordingly, actual results could differ materially from the pro forma information. Management believes the assumptions provide a reasonable and supportable basis for presenting the estimated significant effects of the Acquisition. These unaudited pro forma combined financial statements are provided for illustrative purposes only and may or may not provide an indication of results in the future.
The unaudited pro forma combined balance sheet at March 31, 2026 was prepared as if the Acquisition had occurred on March 31, 2026. The unaudited pro forma combined statements of income for the three months ended March 31, 2026 and for the year ended December 31, 2025 were prepared as if the Acquisition had occurred on January 1, 2025. The unaudited pro forma combined financial statements have been derived from the historical consolidated financial statements of the Company and Chart. The pro forma financial statements do not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the merger.
In preparing the pro forma financial statements, the Company conducted a preliminary review of Chart’s historical financial information to identify potentially significant differences in accounting policy application, related judgments, and financial statement presentation. These differences are collectively referred to below as “accounting policy harmonization.”
The pro forma adjustments reflect the estimated effect of applying the Company’s policies to Chart’s related historical balances. Except for the adjustments described below, the Company has not adjusted the unaudited pro forma combined financial statements for differences in accounting policy application. Upon completing its comprehensive review, management may identify additional differences between the Company’s and Chart’s application of accounting policies that, if conformed, could materially affect the Company’s consolidated financial statements following the merger.
NOTE 2. PRESENTATION RECLASSIFICATION ADJUSTMENTS
As part of preparing the unaudited pro forma combined financial statements, the Company identified certain reclassification adjustments that were necessary to conform Chart’s financial information presentation to that of Baker Hughes. For purposes of the unaudited pro forma combined financial statements, Chart’s historical balance sheet and statement of operations have been adjusted to reflect the reclassification adjustments discussed below. Management’s assessment is ongoing and, at the time of preparing the unaudited pro forma combined financial statements, other than the adjustments and reclassifications made herein, management is not aware of any other material classification differences.
The following table illustrates the impact of aligning financial statement line item presentation to conform to Baker Hughes’ financial statement presentation as of March 31, 2026, in millions:
Chart Industries, Inc. and Subsidiaries
Condensed Combined Balance Sheet (Unaudited)
March 31, 2026
| Chart historical caption | Baker Hughes caption | As Reported | Reclass Adjustments | As Adjusted | Note | ||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | 268 | — | 268 | |||||||||||||
| Accounts receivable, net | Current receivables, net | 763 | 60 | 823 | 2(a) | ||||||||||||
| Inventories, net | Inventories, net | 588 | — | 588 | |||||||||||||
| Unbilled contract revenue | All other current assets | 1,046 | (1,046) | — | 2(b) | ||||||||||||
| Other current assets | 195 | 986 | 1,181 | 2(a)(b) | |||||||||||||
| Total current assets | 2,860 | — | 2,860 | ||||||||||||||
| Property, plant, and equipment, net | Property, plant and equipment, net | 918 | (58) | 860 | 2(c)(d) | ||||||||||||
| Goodwill | Goodwill | 3,062 | — | 3,062 | |||||||||||||
| Identifiable intangible assets, net | Other intangible assets, net | 2,451 | — | 2,451 | |||||||||||||
| Other assets | Deferred income tax assets | — | 98 | 98 | 2(e) | ||||||||||||
| All other assets | 401 | (40) | 361 | 2(c)(d)(e) | |||||||||||||
| Total assets | 9,692 | — | 9,692 | ||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Accounts payable | Accounts payable | 1,115 | 19 | 1,134 | 2(f) | ||||||||||||
| Customer advances and billings in excess of contract revenue | Progress collections and deferred income | 285 | — | 285 | |||||||||||||
| Accrued interest | All other current liabilities | 63 | (63) | 456 | 2(g) | ||||||||||||
| Termination fee paid by Baker Hughes Company | 258 | (258) | 2(h) | ||||||||||||||
| Other current liabilities | 154 | 302 | 2(f)(g)(h) | ||||||||||||||
| Total current liabilities | 1,875 | — | 1,875 | ||||||||||||||
| Long-term debt | Long-term debt | 3,787 | 21 | 3,808 | 2(i) | ||||||||||||
| Deferred tax liabilities | Deferred income tax liabilities | 554 | — | 554 | |||||||||||||
| Other long-term liabilities | All other liabilities | 171 | (21) | 150 | 2(i) | ||||||||||||
| Equity | |||||||||||||||||
| Common stock | Common stock | — | — | — | |||||||||||||
| Additional paid-in capital | Capital in excess of par value | 1,903 | — | 1,903 | |||||||||||||
| Treasury stock | Treasury stock | (19) | — | (19) | |||||||||||||
| Retained earnings | Retained (loss) earnings | 1,110 | — | 1,110 | |||||||||||||
| Accumulated other comprehensive income | Accumulated other comprehensive (loss) income | 163 | — | 163 | |||||||||||||
| Total Chart Industries, Inc. Shareholders’ Equity | Baker Hughes Company equity | 3,157 | — | 3,157 | |||||||||||||
| Noncontrolling interests | Noncontrolling interests | 148 | 148 | ||||||||||||||
| Total equity | 3,305 | — | 3,305 | ||||||||||||||
| Total liabilities and equity | 9,692 | — | 9,692 | ||||||||||||||
Reclassification adjustments to conform Chart’s unaudited balance sheet to Baker Hughes’ presentation
(a) $45 million of tax receivables and $15 million of other receivables from “All other current assets” to “Current receivables, net”.
(b) $1,046 million of unbilled contract revenue from “Unbilled contract revenue” to “All other current assets”.
(c) $28 million of capital lease right-of-use assets from “All other assets” to “Property, plant and equipment, net”.
(d) $86 million of operating lease right-of-use assets from “Property, plant and equipment, net” to “All other assets”.
(e) $98 million of deferred tax assets from “All other assets” to “Deferred income tax assets”.
(f) $19 million taxes payable from “All other current liabilities” to “Accounts payable”.
(g) $63 million accrued interest from “Accrued interest” to "All other current liabilities”.
(h) $258 million from “Termination fee paid by Baker Hughes” to “All other current liabilities”. This amount is ultimately eliminated as disclosed in “Note 4. Transaction Accounting Adjustments - Balance Sheet” subsection (k).
(i) $21 million of long-term capital lease liabilities from “All other liabilities” to “Long-term debt”.
Reclassification adjustments to conform Chart’s unaudited statement of operations for the year ended December 31, 2025 and three months ended March 31, 2026 to Baker Hughes’ presentation
(j) Bifurcation of “Sales” and “Cost of goods sold” into “Sales of goods” and “Sales of services” and “Cost of goods sold” and “Cost of services sold”, respectively.
(k) $42 million and $10 million for the year ended December 31, 2025 and three months ended March 31, 2026, respectively, from “Selling, general and administrative” to “Research and development costs”.
(l) “Termination fee expense” of $266 million, comprised of a $258 million termination fee paid in 2025 by Baker Hughes on behalf of Chart and $8 million of other related expenses (year ended December 31, 2025) and “Amortization expense” of $194 million and $47 million, (year ended December 31, 2025 and three months ended March 31, 2026, respectively) to “Other (income) expense, net”.
NOTE 3. PRELIMINARY PURCHASE PRICE ALLOCATION
The Company has allocated the preliminary purchase price with respect to the Acquisition based on estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed as of March 31, 2026, using currently available information. Because the unaudited pro forma combined financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the financial position and results of operations of the combined company may be materially different from the pro forma amounts included herein. The Company expects to finalize the purchase price allocation as soon as reasonably practicable, which will not extend beyond the one-year measurement period provided under ASC 805.
Preliminary Merger Consideration
The total preliminary merger consideration is calculated as follows:
| (In millions) | Purchase Price Consideration | ||||
| Cash consideration | $ | 10,054 | |||
| Plus: Cash paid to settle Chart’s third-party debt | 4,451 | ||||
| Plus: Chart-Flowserve termination fee | 258 | ||||
| Plus: Other consideration for stock-based awards | 43 | ||||
| Preliminary consideration | $ | 14,806 | |||
The third-party debt included in the table above reflects the balance outstanding as of July 16, 2026, which is larger than the outstanding balance as of March 31, 2026 by $580 million.
Preliminary Purchase Price Allocation (“PPA”)
The following table sets forth a preliminary allocation of the preliminary merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed based on Chart’s balance sheet as of March 31, 2026, adjusted for reclassifications and presentational alignment to that of Baker Hughes’ historical financial information as discussed in “Note 2. Presentation Reclassification Adjustments”.
| (In millions) Fair value of assets acquired | Preliminary Purchase Price Allocation | ||||
| Cash and cash equivalents | $ | 268 | |||
| Current receivables, net | 734 | ||||
| Inventories, net | 927 | ||||
| All other current assets | 459 | ||||
| Property, plant and equipment | 1,364 | ||||
| Goodwill | 8,500 | ||||
| Other intangible assets, net | 6,002 | ||||
| All other assets | 345 | ||||
| Total assets acquired | 18,599 | ||||
| Fair value of liabilities assumed | |||||
| Accounts payable | 794 | ||||
| Progress collections and deferred income | 702 | ||||
| Other current liabilities | 179 | ||||
| Deferred income tax liabilities | 1,420 | ||||
| All other liabilities | 454 | ||||
| Total liabilities assumed | 3,549 | ||||
| Noncontrolling interests | 244 | ||||
| Net assets acquired | $ | 14,806 | |||
Other intangible assets, net:
The preliminary fair value of the intangible assets acquired and their estimated remaining useful life (in years) is as follows:
| Remaining useful life | Fair Value (in millions) | |||||||
| Customer Relationships | 20 | $ | 3,720 | |||||
| Trademarks | 20 | 1,345 | ||||||
| Developed Technology | 8 | 567 | ||||||
| Backlog | 1 | 370 | ||||||
| $ | 6,002 | |||||||
NOTE 4. TRANSACTION ACCOUNTING ADJUSTMENTS - BALANCE SHEET
The unaudited pro forma combined balance sheet as of March 31, 2026 reflects the following transaction adjustments:
(a) Reduction of $10,054 million paid for all outstanding shares of Chart along with $4,451 million payoff of Chart’s debt outstanding as of July 16, 2026, and $43 million related to accelerated share-based compensation payouts as a result of the acquisition.
(b) Decrease of approximately $89 million as a result of accounting policy harmonization related to the allowance of credit losses, as the Company and Chart use different indicators to assess and estimate expected credit losses of financial assets.
(c) Increase of approximately $338 million as a result of accounting policy harmonization (reflecting the balance sheet impact of the policy harmonization described in “Note 5. Transaction Accounting Adjustments – Income Statement”, net of additional inventory reserves as the Company and Chart use different indicators to assess inventory recoverability), as well as a fair value adjustment, net of inventory obsolescence, of $1 million.
(d) Reduction of $802 million related to accounting policy harmonization (reflecting the balance sheet impact of the policy harmonization described in “Note 5. Transaction Accounting Adjustments – Income Statement”) and $258 million related to the Flowserve termination fee initially recorded as an advance payment associated with the Acquisition which was reallocated to consideration paid. Additionally, includes a purchase price adjustment of $80 million related to the IPSMR assets classified as held for sale.
(e) Purchase price adjustment of $504 million related to the carrying value of Chart’s property, plant and equipment.
(f) Difference between the preliminary estimate of the fair value of the consideration transferred and the preliminary estimates of the fair value assigned to the assets acquired and liabilities assumed.
(g) Purchase price adjustment of $3,551 million related to intangible assets acquired. See “Note 3. Preliminary Purchase Price Allocation” for additional information on the full value of intangible assets acquired.
(h) Purchase price adjustment of $(113) million related to certain equity investments and equity method investments.
(i) Decrease of approximately $340 million as a result of accounting policy harmonization (reflecting the balance sheet impact of the policy harmonization described in “Note 5. Transaction Accounting Adjustments – Income Statement”).
(j) Increase of approximately $417 million as a result of accounting policy harmonization (reflecting the balance sheet impact of the policy harmonization described in “Note 5. Transaction Accounting Adjustments – Income Statement”).
(k) Elimination of the $258 million termination fee liability to Baker Hughes carried on Chart’s historical balance sheet (which would have been repayable if the Acquisition had not been completed), offset by the addition of $43 million related to accounting policy harmonization (reflecting the balance sheet impact of the policy harmonization described in “Note 5. Transaction Accounting Adjustments – Income Statement”) and $246 million of transaction-related fees paid by the Company subsequent to March 31, 2026.
(l) Repayment of Chart’s outstanding debt as of July 16, 2026, along with $63 million of accrued interest related to the debt.
(m) Purchase price adjustment of $866 million related to net deferred tax liabilities as a result of the step-up of inventory, property, plant and equipment, and total intangibles, offset by the subsequent reclassification of $476 million of deferred tax liabilities to deferred tax assets in accordance with the jurisdictional netting requirements of ASC Topic 740, Income Taxes.
(n) Purchase price adjustment of $305 million related to the fair value of a put option with respect to 32.8% of the shares of Hydrogen Technology & Energy Corporation (“HTEC”) under the terms of a Co-Investment Agreement with certain affiliates of MSD Partners, L.P. HTEC develops and operates hydrogen production and refueling centers in North America.
(o) Elimination of Chart’s historical equity as a result of the Acquisition. The all-cash transaction did not require the issuance of any Baker Hughes shares, other than the conversion of certain Chart restricted stock awards as discussed in “Note 7. Pro Forma Earnings per Share”.
(p) Purchase price adjustment of approximately $95 million.
NOTE 5. TRANSACTION ACCOUNTING ADJUSTMENTS - INCOME STATEMENT
The unaudited pro forma combined statements of income for the three months ended March 31, 2026 and the year ended December 31, 2025 reflect the following adjustments:
(a) Reflects the impact related to accounting policy harmonization for revenue recognition, where both the Company and Chart use an input method to measure manufacturing progress under customer contracts. However, they apply different criteria in determining progress toward satisfying a performance obligation, which results in differences in the timing of revenue recognition and the corresponding recognition of related costs of goods sold. In addition, the historical transactions between Baker Hughes and Chart are being eliminated.
(b) Additional depreciation and amortization expenses related to the step-up in PPA values of tangible and intangible assets acquired. Total amortization expense of $694 million in the 2025 proforma combined income statement includes amortization of the full value added to the “backlog” intangible assets, which is estimated to have a useful life of one year. See “Note 3. Preliminary Purchase Price Allocation” for additional information on intangible assets acquired.
(c) In the 2025 statement of income only, additional expense of $101 million related to the inventory acquired subject to fair value uplift, which is expected to be utilized within one year.
(d) In the 2025 statement of income only, the elimination of $258 million termination fee expense recorded by Chart as it was paid by Baker Hughes and is considered part of purchase consideration.
(e) Removal of interest expense related to the paydown of Chart’s debt outstanding as of the acquisition date, offset by incremental interest expense related to the Company’s March 11, 2026 debt offering and July 15, 2026 term loan drawdown as discussed in “Note 6. Financing Adjustments - Balance Sheet”.
(f) Incremental income tax (expense) benefit using the US statutory rate of 21% related to the above pro forma adjustments to the pro forma combined statements of income.
NOTE 6. FINANCING ADJUSTMENTS - BALANCE SHEET
The unaudited pro forma combined balance sheet as of March 31, 2026 reflects the cash proceeds from two separate $1 billion term loans entered into by Baker Hughes on July 15, 2026 to facilitate the Acquisition.
NOTE 7. PRO FORMA EARNINGS PER SHARE
The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma combined statements of income for the three months ended March 31, 2026 and the year ended December 31, 2025.
In conjunction with the acquisition, each Chart restricted stock unit granted on or after the date of the Merger Agreement was converted into a Baker Hughes restricted stock unit based on a conversion ratio determined using the average of the high and low selling prices of Baker Hughes Class A common stock on the trading day immediately preceding the acquisition date. Following the conversion, such awards remained subject to the same terms and conditions as were applicable immediately prior to the Acquisition. No other Baker Hughes shares were issued related to the acquisition.
The unaudited pro forma combined basic and diluted earnings per share calculations are based on the weighted average basic shares outstanding as previously reported by Baker Hughes, and the weighted average diluted shares of Baker Hughes, as adjusted for the new restricted stock discussed above. The following table summarizes the computation of the unaudited pro forma basic and diluted net income per share:
| (In millions, except for per share amounts) | Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | ||||||
| Pro forma net income attributable to shareholders | $ | 850 | $ | 2,075 | ||||
| Weighted average shares outstanding – previously reported | 990 | 988 | ||||||
| Weighted average shares outstanding – diluted | 996 | 994 | ||||||
| Dilutive effect of incremental restricted common stock | — | — | ||||||
| Pro forma weighted average shares outstanding – diluted | 996 | 994 | ||||||
| Pro forma net earnings per share attributable to shareholders – basic | $ | 0.86 | $ | 2.10 | ||||
| Pro forma net earnings per share attributable to shareholders – diluted | $ | 0.85 | $ | 2.09 | ||||
| Anti-dilutive weighted average shares | ||||||||
| Restricted common stock | — | — | ||||||
| Performance stock units | — | — | ||||||
Approximately 300,000 Baker Hughes restricted stock units (“RSU’s”) were issued under the terms of the Merger Agreement. The impact of those RSU’s are not material to the pro forma diluted EPS calculation.