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): July 29, 2005
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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3900 Essex Lane, Houston, Texas
(Address of Principal Executive Offices)
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77027
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 July 29, 2005, the Company issued a news release announcing its financial results for the second
quarter ending June 30, 2005, 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, July 29 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 June 16, 2005. 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 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, August
12, 2005. The number for the replay of the call is 706-645-9291 and the access code is 6493023.
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 “Earnings Releases”
heading.
Item 7.01 Regulation FD Disclosure.
On July 29, 2005, the Company issued a news release, 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.
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Also, see Item 2.02, “Results of Operations and Financial Condition.”
Item 9.01 Financial Statements and Exhibits. (Information furnished in this Item 9.01 is
furnished pursuant to Item 9.01.)
(c) Exhibits.
99.1 — News Release of Baker Hughes Incorporated dated July 29, 2005.
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