UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2006
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
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Delaware
(State of Incorporation)
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1-9397
(Commission File No.)
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76-0207995
(I.R.S. Employer Identification No.) |
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2929 Allen Parkway, Houston, Texas
(Address of Principal Executive Offices)
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77019
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On October 27, 2006, Baker Hughes Incorporated (the “Company”) issued a news release announcing its
financial results for the third quarter ended September 30, 2006, a copy of which is furnished with
this Form 8-K as Exhibit 99.1 and incorporated herein by reference. In accordance with General
Instructions B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
Following the issuance of the news release and the filing of this current report on Form 8-K, the
Company will hold a conference call on Friday, October 27, 2006 at 8:30 a.m. eastern time, 7:30
a.m. central time, to discuss the earnings announcement. This scheduled conference call was
previously announced on September 15, 2006. To access the call, which is open to the public,
please call the conference call operator at 800-374-2469, 20 minutes prior to the scheduled start
time, and ask for the “Baker Hughes Conference Call.” The conference call will also be webcast by
Thomson/CCBN. To access the webcast, go to
www.bakerhughes.com/investor and select “News
Releases”, then click on “Conference Calls.” A replay of the call and the webcast will be
available through Friday, November 10, 2006. The number for the replay of the call is 800-642-1687
and the access code is 2187028. The replay of the webcast will also be available on the Company’s
website at www.bakerhughes.com/investor in the “News Releases” section under “Conference Calls”.
In addition to financial results determined in accordance with generally accepted accounting
principles (“GAAP”) that were included in the news release, certain information discussed in the
news release and to be discussed on the conference call could be considered non-GAAP financial
measures (as defined under the SEC’s Regulation G). Any non-GAAP financial measures should be
considered in addition to, and not as an alternative for, or superior to, net income (loss), income
(loss) from continuing operations, cash flows or other measures of financial performance prepared
in accordance with GAAP as more fully discussed in the Company’s financial statements and filings
with the SEC. Reconciliations of such non-GAAP information to the closest GAAP measures are
included in the news release and can be found on the Company’s website at
www.bakerhughes.com/investor in the Financial Information section under the heading “Impact of
Non-Operational Items” and in the applicable earnings releases under the “Reconciliation of GAAP
and Operating Profit” and “Calculation of EBIT and EBITDA (non-GAAP measures)” headings.
Item 7.01 Regulation FD Disclosure.
On October 27, 2006, the Company issued a news release announcing its financial results for the
third quarter ended September 30, 2006, a copy of which is furnished with this Form 8-K as Exhibit
99.1 and incorporated into this Item 7.01 by reference. In accordance with General Instructions
B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Also, see Item 2.02, “Results of Operations and Financial Condition.”