Baker Hughes, a GE company, LLC (NYSE:BHI) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrant’s Certifying Accountant

The Transactions were treated as a “reverse acquisition” for accounting purposes and, as such, the historical financial statements of the accounting acquirer, GE O&G, will become the historical financial statements of BHGE LLC for periods ending after Closing. KPMG S.p.A. was the independent registered public accounting firm that audited GE O&G’s financial statements for the fiscal years ended December31, 2016, 2015 and 2014. Deloitte& Touche LLP (“Deloitte”) was the independent registered public accounting firm that audited BHGE LLC’s financial statements for the fiscal years ended December31, 2016, 2015 and 2014.

(a) Deloitte advised the audit committee (the “Audit Committee”) of BHGE, which also functions as the audit committee for BHGE LLC, that it performs certain non-audit services for, and has certain other relationships with GE, including GE O&G. Deloitte also advised the Audit Committee that certain present and former Deloitte personnel or certain of their family members have employment relationships with GE, and that certain Deloitte personnel and their family members and Deloitte member firms have financial interests in GE. Services and other relationships that relate to GE O&G include management functions, financial information systems design and implementation, and business relationships. Services and relationships that do not relate to GE O&G include management functions, expert services unrelated to the audit or review of BHGE LLC’s financial statements, legal services, services performed under contingent fee arrangements, and business relationships. These financial interests, employment relationships, non-audit services, and business relationships are prohibited under the U.S. Securities and Exchange Commission’s (the “SEC”) auditor independence rules.

Deloitte informed the Audit Committee that because the aforementioned matters did not impact BHGE LLC for any period through June30, 2017 and prior to Closing, and because of appropriate measures with respect to the audit engagement team, Deloitte will maintain objectivity and impartiality on all issues encompassed within its interim review of BHGE LLC’s condensed consolidated financial statements for the three and six month periods ended June30, 2017.

After considering the facts and circumstances, the Audit Committee concurred in Deloitte’s conclusion that, for the reasons described, the aforementioned matters will not impair Deloitte’s objectivity and impartiality with respect to the planning and execution of the interim review of BHGE LLC’s condensed consolidated financial statements for the three and six month periods ended June30, 2017. However, the Audit Committee has determined to dismiss Deloitte as the independent registered public accounting firm of BHGE LLC subsequent to the filing of BHGE LLC’s Quarterly Report on Form 10-Q for the quarter ended June30, 2017.

Deloitte’s reports on BHGE LLC’s financial statements for the most recent fiscal years ended December31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles. In addition, during BHGE LLC’s two most recent fiscal years and through the date of this report, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, and there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

BHGE LLC has provided Deloitte with a copy of the foregoing disclosures and requested that Deloitte furnish a letter addressed to the SEC stating whether it agreed with the above statements made by BHGE LLC. A copy of such letter, dated July3, 2017, is filed as Exhibit 16.1 to this Current Report on Form 8-K, and incorporated herein by reference.

(b) The Audit Committee has determined to dismiss KPMG S.p.A. as the independent registered public accounting firm of GE O&G subsequent to the filing of BHGE LLC’s Quarterly Report on Form 10-Q for the quarter ended June30, 2017. KPMG S.p.A.’s reports on GE O&G’s financial statements for the most recent fiscal years ended December31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles. In addition, during GE O&G’s two most recent fiscal years and through the date of this report, there were no disagreements with KPMG S.p.A. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of KPMG S.p.A., would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, and there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

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BHGE LLC has provided KPMG S.p.A. with a copy of the foregoing disclosures and requested that KPMG S.p.A. furnish a letter addressed to the SEC stating whether it agreed with the above statements made by BHGE LLC. A copy of such letter, dated July3, 2017, is filed as Exhibit 16.2 to this Current Report on Form 8-K, and incorporated herein by reference.

(c) On July3, 2017, the Audit Committee formally engaged KPMG LLP to be the independent registered public accounting firm for BHGE LLC for the fiscal year ending December31, 2017, commencing upon the filing of BHGE LLC’s Quarterly Report on Form 10-Q for the quarter ended June30, 2017. During the fiscal years ended December31, 2016 and 2015, and during the transition period through July3, 2017, neither BHGE LLC, nor anyone on its behalf, consulted with KPMG LLP in regards to BHGE LLC’s financial statements, which were audited by Deloitte through December31, 2016, with respect to any of (i)the application of accounting principles to a specified transaction, either completed or proposed; (ii)the type of audit opinion that was rendered on BHGE LLC’s financial statements or the type of audit opinion that might be rendered on BHGE LLC’s financial statements; (iii)no written report or oral advice was provided to BHGE LLC by KPMG LLP that KPMG LLP concluded was an important factor considered by BHGE LLC in reaching a decision as to any accounting, auditing or financial reporting issue or (iv)any other matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.

On July3, 2017, BHGE issued a press release announcing the consummation of the Transactions. A copy of such press release is attached hereto as Exhibit 99.1 and furnished herewith.

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BAKER HUGHES a GE Co LLC Exhibit
EX-16.1 2 d401311dex161.htm EX-16.1 EX-16.1 Exhibit 16.1       Deloitte & Touche LLP Suite 4500 1111 Bagby Street Houston,…
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About Baker Hughes, a GE company, LLC (NYSE:BHI)

Baker Hughes, a GE company, LLC, formerly Baker Hughes Incorporated, is a fullstream oil and gas company. The Company is engaged in providing integrated oilfield products, services and digital solutions. It operates through four segments: Oilfield Services, Oilfield Equipment, Turbomachinery and Process Solutions, and Digital Solutions. It offers its products and services under five categories: Upstream, Midstream, Downstream, Industrial and Digital. It provides products and services for each part of the process, such as evaluation, drilling, completion and production. Its midstream stream products and services include liquefied natural gas (LNG) operations and pipeline and storage. It provides a full range of chemical, mechanical, digital and service solutions for refinery and petrochemical operations. It also offers industrial products and services under power and renewable, and control and sensing.

Baker Hughes, a GE company, LLC (NYSE:BHI) Recent Trading Information

Baker Hughes, a GE company, LLC (NYSE:BHI) closed its last trading session up +3.15 at 57.68 with 4,124,512 shares trading hands.