Baker Hughes Incorporated (NYSE:BHI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers Election of
Directors Appointment of Certain Officers Compensatory
Arrangements of Certain Officers.

The Oil Gas business (GE OG) of General Electric Company (GE)
entered into an offer letter and stay and win award letter with
each of Derek Mathieson (Chief Commercial Officer for Baker
Hughes Incorporated (BHI)) and Belgacem Chariag (President,
Global Operations for BHI) on June 1 and June 2, 2017,
respectively, which set forth the terms on which the executive
would be employed by Baker Hughes, a GE company (BHGE), following
the closing of the proposed transactions (the Transactions) to
combine BHI with GE OG. Each letter is contingent on the closing
of the Transactions and ratification by the Board of Directors of
BHGE, and each letter will become an obligation of BHGE on the
closing of the Transactions.

Each letter includes a waiver by the executive of his rights to,
and his release of all claims for any payments or benefits
provided under, his existing change in control agreement with BHI
and any other retention, severance or change in control payments
or benefits to which he may be entitled under any plan, agreement
or arrangement of BHI or BHGE (except for any rights he may have
to the existing terms of his BHI equity awards, accelerated
vesting of his accounts under the BHI supplemental retirement
plan to the existing terms of such plan, and any payment to the
change in control provision of the BHI Annual Incentive
Compensation Plan for Employees). The Compensation Committee of
the Board of Directors of BHI authorized these waivers.

Item 8.01. Other Events.

The following disclosures update the definitive proxy statement
related to the Transactions filed by BHI on May 30, 2017 (the
Proxy Statement) and the Registration Statement on Form S-4,
effective May 30, 2017, filed by Bear Newco, Inc., to be renamed
Baker Hughes, a GE company in connection with the closing of the
Transactions.

Additional Interests of Baker Hughes Directors and
Executive Officers in the Transactions

Additional Named Executive Officer

In the Golden Parachute Compensation disclosure and table (and in
the tables in the footnotes thereto) beginning on page 123 of the
Proxy Statement, Arthur Soucy, BHIs President of Products and
Technology, is identified as an executive officer who is not a
named executive officer of BHI. Mr. Soucy is a named executive
officer of BHI. As such, each such table is hereby amended by
moving the row with information for Mr. Soucy to immediately
below the row with information for Mr. Mathieson.

Because Mr.Soucy is a named executive officer of BHI, at the
Special Meeting of BHI Stockholders to be held on June 30, 2017,
BHI stockholders will be asked to approve, on a non-binding,
advisory basis, the compensation that will or may become payable
to Mr. Soucy in connection with the Transactions, as disclosed in
the Golden Parachute Compensation section, along with that of the
other named executive officers of BHI.

The employment of Mr. Soucy will terminate on or shortly
following the closing of the Transactions. Such termination will
be treated as a termination without cause for purposes of Mr.
Soucys change in control and equity award agreements. For
information about the payments that Mr. Soucy will be entitled to
receive in connection with such termination, and the conditions
to such payments, see the Additional Interests of Baker Hughes
Directors and Executive Officers in the Transactions section
beginning on page 118 of the Proxy Statement.

Changes to Compensation Arrangements

As described above, GE OG entered into an offer letter and stay
and win award letter with each of Messrs. Mathieson andChariag on
June 1 and 2, 2017, respectively. On June 1, 2017, GE OG also
entered into an offer letter and stay and win award letter with
each of Jack Hinton (Vice President, Health, Safety and
Environment of BHI) and Will Marsh (Vice President and General
Counsel of BHI). Each letter sets forth the terms on which the
executive would be employed by BHGE following the closing of the
Transactions. Each of the executives would report to Lorenzo
Simonelli, the President and Chief Executive Officer of BHGE.

Each letter is contingent on the closing of the Transactions and
ratification by the Board of Directors of BHGE and will become an
obligation of BHGE on the closing of the Transactions.

The following table and the narrative below summarize the
material terms of these letter agreements.

The founders equity grants would be made following the closing of
the Transactions and would consist of equity awards with respect
to shares of BHGE common stock (with restricted stock units
comprising 75% of the grant and stock options comprising 25% of
the grant). The awards would vest one-third on each of the first
three anniversaries of the grant date. The cash retention awards
would vest and become payable in three equal installments in
January of 2018, 2019 and 2020.

Each stay and win award letter provides that, on termination of
the executives employment without cause or due to his permanent
disability (as such terms are defined in the letter) or death
within three years after the closing of the Transactions, the
executive would be entitled to the following (subject to his
execution of a full release of claims):

Each letter includes a waiver by the executive of his rights to,
and his release all claims for any payments or benefits provided
under, his existing change in control agreement with BHI (in the
case of Messrs.Chariag and Mathieson) or the applicable BHI
change in control severance plan (in the case of Messrs.Marsh and
Hinton) and any other retention, severance or change in control
payments or benefits to which he may be entitled under any plan,
agreement or arrangement of BHI or BHGE (except for any rights he
may have to the existing terms of his BHI equity awards,
accelerated vesting of his accounts under the BHI supplemental
retirement plan to the existing terms of such plan, and any
payment to the change in control provision of the BHI Annual
Incentive Compensation Plan for Employees). The stay and win
awards are also conditioned on the executives agreement to
certain restrictive covenants.

In addition, each executive will be eligible to participate in
BHGEs Severance Plan, which will become effective on the closing
of the Transactions. Under the plan, on an involuntary
termination that is not due to unacceptable performance or a
violation of BHGE rules or policies (including breach of any
restrictive covenants), the executive will be entitled to
continued payment of his base salary for a specified period (12
months for Messrs.Chariag, Mathieson and Marsh, and nine months
for Mr. Hinton) and outplacement services with a company and in
an amount and duration designated by BHGE. These severance
benefits are conditioned on the executives execution and
non-revocation of a separation agreement in a form acceptable to
BHGE and compliance with any restrictive covenant entered into
between the executive and BHGE and, except as otherwise provided
by BHGE in its sole discretion, are subject to offset for any
severance benefits payable to the executive under any law or
other agreement between the executive and BHGE, including the
stay and win award letters.

Updated Golden Parachute Compensation

The Golden Parachute Compensation table beginning on page 125 of
the Proxy Statement describes and quantifies the amounts that
will or may become payable to Messrs. Chariag and Mathieson in
connection with the Transactions based on their existing change
in control agreements with BHI and assuming that the Transactions
had become effective on May 1, 2017 and that each of their
employment had been terminated immediately after the closing by
BHI without cause or each of them had resigned for good reason.
Due to the changes to the compensation arrangements of Messrs.
Chariag and Mathieson described above, we will be filing an
amendment to this Form 8-K updating the Golden Parachute
Compensation table to reflect such changes.

Directors of BHGE

The biography for Lynn L. Elsenhans beginning on page 235 of the
Proxy Statement notes that Ms. Elsenhans is a member of the Board
of Directors of Flowserve Corporation.Ms. Elsenhans did not stand
for reelection as a director at the May 18, 2017 annual meeting
of Flowserve Corporation and, accordingly, is not a member of the
Board of Directors of Flowserve Corporation effective as of May
18, 2017.The biography of Ms. Elsenhans in the Proxy Statement is
hereby amended by deleting the words and Flowserve Corporation
where included therein.

Executive Officers of BHGE

On June 5, 2017, BHI and GE announced the executive team that
will lead BHGE, effective on the closing of the Transactions,
together with Lorenzo Simonelli and Brian Worrell, who will serve
as President and Chief Executive Officer and Chief Financial
Officer, respectively, as disclosed on page 241 of the Proxy
Statement. The biographical information for the newly announced
executive officers is set forth below.

Maria Claudia Borras (48)

Ms. Borras has been the Chief Commercial Officer for GE OG since
January 2015. She will serve as President CEO, Oilfield Services
for BHGE. Prior to joining GE OG, Ms. Borras held several
leadership positions with BHI, including President, Latin America
Region from October 2013 to December 2014, President, Europe
Region from August 2011 to September 2013, Vice President, Global
Marketing from May 2009 to October 2011, Vice President,
Centrilift Marketing from June 2007 to May 2009 and Area Manager
for Venezuela, Ecuador and Colombia from January 2005 to June
2007 and Area Manager for Colombia, Ecuador, Peru and Mexico from
January 2003 to December 2005. Ms. Borras began her career in the
oil and gas industry in 1992 as a production engineer for Esso in
Bogot, Colombia.

Belgacem Chariag (54)

Mr. Chariag has been the President, Global Operations for BHI
since May 2016. He will serve as Chief Global Operations Officer
for BGHE. Prior to serving in his current role, Mr. Chariag was
Vice President and Chief Integration Officer for BHI from January
2015 to April 2016. Previously, he was President, Global Products
and Services for BHI. He served as President of BHIs Eastern
Hemisphere operations from May 2009 until October 2013. Before
joining BHI, Mr. Chariag was Vice President, Health, Safety,
Environment, and Security for Schlumberger from January 2008
until January 2009. At Schlumberger, he also served as President
of the Well Services business line, Marketing Vice President for
Europe, Caspian, and Africa and in a variety of leadership and
management positions, including Managing Director in Egypt, East
Africa, and the East Mediterranean and technical support and
management positions in the US, Angola, Tunisia, the UAE and
Qatar.

Rod Christie (55)

Mr. Christie has been the President CEO, Turbomachinery Solutions
for GE OG since January 2016. He will serve as President CEO,
Turbomachinery Process Solutions for BHGE. Prior to serving in
his current role, Mr. Christie was the CEO, Subsea Systems
Drilling for GE OG from May 2011 to December 2015. He previously
served as President, GE Energy for Central Eastern Europe, Russia
and CIS from September 2004 to May 2011 and as General Manager
Energy Services Europe, GE Energy from 2002 to 2004. Prior to
joining GE, Mr. Christie held various engineering, project
management and business management roles with Scottish Hydro
Electric (now Scottish and Southern Energy) from 1983 to 1999.

Matthias Heilmann (48)

Dr. Heilmann has been Chief Digital Officer, President CEO,
Digital Solutions for GE Oil Gas since January 2016. He will
serve as Chief Digital Officer, President CEO, Digital Solutions
for BHGE. Prior to joining GE, Mr. Heilmann was Global Head of
Enterprise Software for ABB from June 2014 to January 2016. Prior
to that, he served from 2012 to 2014 as Managing Partner for
CounterPoint Capital Partners, LLC, and from 2005 to 2012 as
Operating Partner for Platinum Equity, LLC in various leadership
roles in technology, software, operations, and finance. Prior to
these roles, he spent two years as a partner at Roland Berger
Strategy Consultants in the Global Operations Practice, located
in Germany. From 2000 to 2003, Dr. Heilmann worked at SAP as Vice
President in various sales and business development roles. Dr.
Heilmann started his career in 1996 with A.T. Kearney, Inc in
Germany with subsequent assignments in the U.S.

William Marsh (54)

Mr. Marsh has served as the Vice President and General Counsel
for BHI since February 2013. He will serve as Chief Legal Officer
for BHGE. Before serving in his current role, he was Vice
President of Legal, Western Hemisphere for BHI from May 2009 to
February 2013. He held various executive, legal and corporate
roles within BHI from 1998 to 2009, including Director of
Enterprise Risk Strategies for BHI from March 2006 to May 2009.
Prior to joining BHI in 1998, Mr. Marsh was a partner with the
law firm of Ballard Spahr LLP representing clients in the areas
of corporate, finance, and securities laws.

Derek Mathieson (47)

Dr. Mathieson has served as Chief Commercial Officer for BHI
since May 2016. He will serve as the Chief Marketing and
Technology Officer for BHGE. Prior to his current role, Dr.
Mathieson was Vice President, Chief Technology and Marketing
Officer for BHI from September 2015 to May 2016. His previous
positions at BHI include Vice President, Chief Strategy Officer
from January 2014 to December 2016, President, Western Hemisphere
from December 2011 to October 2013, and President, Products and
Technology from May 2009 to December 2011. He joined BHI in 2008
from WellDynamics Incorporated, where he served as Chief
Executive Officer. His oil and gas career also includes roles at
Shell Exploration Production and Wood Group in the United
Kingdom.

Neil Saunders (47)

Mr. Saunders has served as President CEO, Subsea Systems Drilling
for GE OG since January 2016. He will serve as President CEO,
Oilfield Equipment for BHGE. Prior to his current role, Mr.
Saunders served as the Senior Vice President, Subsea Production
Systems for GE OG from November 2011 to January 2016. From July
2008 to October 2011, Neil served as Senior Vice President for
Global Services, Drilling and Production. Prior to holding these
roles Neil also served as Vice President for Global Services and
Vice President UK, CE and Med for Vetco Gray. From June 2003 to
November 2005, Mr. Saunders served as Vice President Aftermarket
Division at ABB Offshore Systems. Mr. Saunders joined the Subsea
Controls business in 1991 from British Aerospace, andheld
multiple engineering positions in the United Kingdom and United
States between 1991 and 2003.

Additional Information and Where to Find It

In connection with the proposed transaction between GE and Baker
Hughes, the new NYSE listed corporation (Bear Newco, Inc. or
Newco) has filed with the SEC a registration statement on Form
S-4, including Amendments No. 1 and 2 thereto. The registration
statement was declared effective by the SEC on May 30, 2017.
Newco and Baker Hughes have also filed with the SEC a definitive
combined proxy statement/prospectus (the Combined Proxy
Statement/Prospectus) and Baker Hughes has mailed the Combined
Proxy Statement/Prospectus to its stockholders and has filed
other documents regarding the proposed transaction with the SEC.
This communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents Baker Hughes and/or Newco may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
COMBINED PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR
SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED BY BAKER HUGHES OR NEWCO WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders are able to obtain free copies of the Combined Proxy
Statement/Prospectus and other documents filed with the SEC by
Baker Hughes and/or Newco through the website maintained by the
SEC at www.sec.gov. Investors and security holders will
also be able to obtain free copies of the documents filed by
Newco and/or Baker Hughes with the SEC on Baker Hughes website at
http://www.bakerhughes.com or by contacting Baker Hughes
Investor Relations at [email protected] or by
calling 1-713-439-8822.

No Offer or Solicitation

This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for,
buy or sell, the solicitation of an offer to subscribe for, buy
or sell or an invitation to subscribe for, buy or sell any
securities or the solicitation of any vote or approval in any
jurisdiction to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.

Participants in the Solicitation

GE, Baker Hughes, Newco, their respective directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of proxies in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, is set
forth in the Combined Proxy Statement/Prospectus and other
relevant materials filed with the SEC. Information regarding the
directors and executive officers of GE is contained in GEs proxy
statement for its 2017 annual meeting of stockholders, filed with
the SEC on March 8, 2017, its Annual Report on Form 10-K for the
year ended December 31, 2016, which was filed with the SEC on
February 24, 2017, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017, which was filed with the SEC on May
5, 2017 and certain of its Current Reports filed on Form 8-K.
Information regarding the directors and executive officers of
Baker Hughes is contained in Baker Hughes proxy statement for its
2017 annual meeting of stockholders, filed with the SEC on March
9, 2017, its Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February 8,
2017, its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017, which was filed with the SEC on April 28, 2017
and certain of its Current Reports filed on Form 8-K. These
documents can be obtained free of charge from the sources
indicated above.

Caution Concerning Forward-Looking Statements

This communication contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended by the Private Securities Litigation Reform Act of
1995, including statements regarding the proposed transaction
between GE and Baker Hughes. All statements, other than
historical facts, including statements regarding the expected
timing and structure of the proposed transaction; the ability of
the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and
cash flow, synergies, growth potential, market profile, customers
business plans and financial strength; the competitive ability
and position of the combined company following completion of the
proposed transaction, including the projected impact on GEs
earnings per share; oil and natural gas market conditions; costs
and availability of resources; legal, economic and regulatory
conditions; and any assumptions underlying any of the foregoing,
are forward-looking statements. Forward-looking statements
concern future circumstances and results and other statements
that are not historical facts and are sometimes identified by the
words may, will, should, potential, intend, expect, endeavor,
seek, anticipate, estimate, overestimate, underestimate, believe,
could, project, predict, continue, target or other similar words
or expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a
representation that such plans, estimates or expectations will be
achieved. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include, among others, (1)that one or more closing conditions to
the transaction, including certain regulatory approvals, may not
be satisfied or waived, on a timely basis or otherwise, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the proposed transaction, may
require conditions, limitations or restrictions in connection
with such approvals or that the required approval by the
stockholders of Baker Hughes may not be obtained; (2)the risk
that the proposed transaction may not be completed in the time
frame expected by GE or Baker Hughes, or at all; (3)unexpected
costs, charges or expenses resulting from the proposed
transaction; (4)uncertainty of the expected financial performance
of the combined company following completion of the proposed
transaction; (5)failure to realize the anticipated benefits of
the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the businesses
of GE, Baker Hughes and Newco; (6)the ability of the combined
company to implement its business strategy; (7)difficulties and
delays in achieving revenue and cost synergies of the combined
company; (8)inability to retain and hire key personnel; (9)the
occurrence of any event that could give rise to termination of
the proposed transaction; (10)the risk that stockholder
litigation in connection with the proposed transaction or other
settlements or investigations may affect the timing or occurrence
of the contemplated merger or result in significant costs of
defense, indemnification and liability; (11)evolving legal,
regulatory and tax regimes; (12)changes in general economic
and/or industry specific conditions, including oil price changes;
(13)actions by third parties, including government agencies; and
(14) other risk factors as detailed from time to time in GEs and
Baker Hughes reports filed with the SEC, including GEs and Baker
Hughes annual report on Form 10-K, periodic quarterly reports on
Form 10-Q, periodic current reports on Form 8-K and other
documents filed with the SEC. The foregoing list of important
factors is not exclusive.

Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Baker Hughes undertakes any
obligation to update any forward-looking statements, whether as a
result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not
to place undue reliance on any of these forward-looking
statements.

About Baker Hughes Incorporated (NYSE:BHI)

Baker Hughes Incorporated is engaged in the oilfield services industry. The Company is a supplier of oilfield services, products, technology and systems used in the oil and natural gas industry around the world. The Company also provides industrial products and services for other businesses, including downstream chemicals, and process and pipeline services. It conducts its operations through its subsidiaries, affiliates, ventures and alliances. The Company has four geographical operating segments: North America, Latin America, Europe/Africa/Russia Caspian and Middle East/Asia Pacific. The Company also has an Industrial Services segment, which includes the downstream chemicals business and the process and pipeline services business. The Company’s oilfield products and services are of approximately two categories, Drilling and Evaluation or Completion and Production. The Company’s Industrial Services consists of its downstream chemicals and process, and pipeline services businesses.