

COMPENSATION COMMITTEE
Number of Meetings in 2018: 8
The Audit Committee reviews guidelines and policies on enterprise risk management, including risk assessment and risk management related to the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Company maintains an Enterprise Risk Management (“ERM”) process under which it reviews its business risk framework, including an assessment of external and internal risks and appropriate mitigation activities. The Company’s annual ERM report is provided to the Audit Committee and a comprehensive in-person presentation is made to the entire Board. In addition to the risk oversight exercised by the Audit Committee of the Board of Directors, each of the Compensation Committee and the Governance & Nominating Committee regularly exercises oversight related to risks associated with responsibilities of the ~~respective Committee. The Board of Directors believes that the risk management processes in place for the Company are appropriate.~~ Compensation Committee include:
l	establishing the Company general compensation philosophy in consultation with senior management;
l	assisting the Board in developing and evaluating potential candidates for executive positions and developing executive succession plans;
l	overseeing risks related to compensation practices and CEO and management succession;
l	reviewing and approving the corporate goals and objectives of the compensation of the CEO and other officers;
l	reviewing the Company’s non-equity incentive compensation, equity incentive compensation and other stock-based plans; and
l	recommending changes in such plans to the Board; reviewing levels of stock ownership by officers; and evaluating incentive compensation arrangements.

~~The Compensation Committee held two meetings during fiscal year 2017 (such meetings all taking place after the consummation of the Transactions on July 3, 2017).~~ Under the terms of its charter and the Stockholders Agreement, at least one member of the Committee is a non-GE director and at least two members of the

Committee qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code and “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (“Exchange Act”). While the Company is a “controlled company” under applicable NYSE listing requirements, the Compensation Committee is not required to consist solely of independent directors.

~~The Compensation Committee assists the Board with its overall responsibility relating to organizational strength and executive compensation. Specifically, its responsibilities include:~~

~~establishing the Company general compensation philosophy in consultation with senior management;~~

~~assisting the Board in developing and evaluating potential candidates for executive positions and developing executive succession plans;~~

~~BHGE 2018 Proxy Statement~~ ~~| 14~~

~~reviewing and approving the corporate goals and objectives of the compensation of the CEO and other officers;~~

~~reviewing the Company’s non-equity incentive compensation, equity incentive compensation and other stock-based plans; and~~

~~recommending changes in such plans to the Board; reviewing levels of stock ownership by officers; and evaluating incentive compensation arrangements.~~

Among other responsibilities, the Compensation Committee is responsible for reviewing incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and to review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and senior executive compensation and assess whether any such risk is reasonably likely to have a material adverse effect on the Company. The Company’s stock ownership guidelines established by the Board of Directors also serve to mitigate compensation-related risks. During fiscal year ~~2017,~~2018, the Compensation Committee determined the Company’s compensation policies and practices for employees were not reasonably likely to have a material adverse effect on the Company. ~~For more information pertaining to the Company’s compensation policies and practices, please read the “Compensation Discussion and Analysis” section of this Proxy Statement.~~

~~Governance & Nominating Committee~~

~~The Governance & Nominating Committee held two meetings during fiscal year 2017 (such meetings all taking place after the consummation of the Transactions on July 3, 2017).~~

BHGE 2019ProxyStatement | 18



GOVERNANCE & NOMINATING COMMITTEE
Number of Meetings in 2018: 5
The responsibilities of the Governance & Nominating Committee include:
l	identifying qualified individuals to become Board members;
l	determining the composition of the Board and its committees;
l	monitoring a process to assess Board effectiveness;
l	reviewing and implementing the Company’s Governance Principles;
l	overseeing Health, Safety & Environment;
l	overseeing risks related to the Company’s governance structure and processes and risks arising from related party transactions; and
l	overseeing the Company’s positions on corporate social responsibilities and public issues of significance which affect investors and other key stakeholders.

Under the terms of its charter and the Stockholders Agreement, the Committee consists of five directors, including at least three Company Independent Directors.



CONFLICTS COMMITTEE
Number of Meetings in 2018: 13
The responsibilities of the ~~Governance & Nominating Committee include:~~ ~~identifying qualified individuals to become Board members;~~ ~~determining the composition of the Board and its committees;~~ ~~monitoring a process to assess Board effectiveness;~~ ~~reviewing and implementing the Company’s Governance Principles;~~ ~~overseeing risks related to the Company’s governance structure and processes and risks arising from related party transactions; and~~ ~~overseeing the Company’s positions on corporate social responsibilities and public issues of significance which affect investors and other key stakeholders.~~ Conflicts Committee include:
l	reviewing and approving Related Party Transactions above certain materiality or dollar thresholds, including transfers or acquisitions of Company Common Stock by GE or its representatives or affiliates or the negotiation of any disputes between the Company and GE;
l	reviewing and approving any material amendment or modification of the Stockholders Agreement, any material waiver of any or all of the Company’s rights under the Stockholders Agreement, or enforcement of the Company’s and BHGE LLC’s rights under the Stockholders Agreement and other agreements with GE in connection with the Transactions; and
l	overseeing risks related to Related Party Transactions.

The Conflicts Committee is a subcommittee of the Governance & Nominating Committee of the Board. Under the terms of its charter and the Stockholders Agreement, the Committee consists solely of the Company Independent Directors serving on the Governance & Nominating Committee.

~~The responsibilities of the Conflicts Committee include:~~

~~reviewing and approving related party transactions above certain materiality or dollar thresholds;~~

reviewing and approving certain transactions as contemplated by the Stockholders agreement, including transfers or acquisitions of Company Common Stock by GE or its representatives or affiliates or the negotiation of any disputes between the Company and GE; and

reviewing and approving any material amendment or modification of the Stockholders Agreement, any material waiver of any or all of the Company’s rights under the Stockholders Agreement, or enforcement of the Company’s and BHGE LLC’s rights under the Stockholders Agreement and other agreements with GE in connection with the Transactions.

~~BHGE 2018 Proxy Statement~~ ~~| 15~~

Code of Conduct

The Company’s code of conduct, “The Spirit & The Letter” (the “Code of Conduct”), applies to all officers, directors and employees, which includes the code of ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer and all other persons performing similar functions within the meaning of the securities laws and regulations. The Code of Conduct prohibits individuals from engaging in, or giving the appearance of engaging in any activity involving a conflict, or potential conflict, between personal interests and those of the Company. On an annual basis, each of the Company’s principal officers and all persons performing similar functions on behalf of the Company certify compliance with the Company’s Code of Conduct and the applicable NYSE and SOX provisions. The Audit Committee oversees the administration of the Code of Conduct and responsibility for the corporate compliance effort with the Company. The Company’s Code of Conduct and Code of Ethical Conduct Certification are posted under the “Investors-Corporate Governance-Governance Overview” section of the Company’s website at https://www.bhge.com and are also available upon request to the Company’s Corporate Secretary.

~~Stockholder Nominations of Directors~~

BHGE 2019ProxyStatement | 19

Other stockholders may also propose nominees for consideration by the Governance & Nominating Committee by submitting the names and other supporting information required under the Company’s Bylaws to:

~~Attn: Corporate Secretary~~

~~Baker Hughes, a GE company~~

~~17021 Aldine Westfield Road~~

~~Houston, Texas 77073~~

~~Recommendations that stockholders desire to make for the 2019 Annual Meeting should be submitted after January 11, 2019 and no later than February 10, 2019. See "Stockholder Proposals" below.~~

~~Stockholder Communications with the Board of Directors~~

To provide the Company's stockholders and other interested parties with a direct and open line of communication to the Company's Board of Directors, stockholders may communicate with any member of the Board, including the Company's Lead Director, the Chair of any committee or with the non-management directors of the Company as a group, by sending such written communication to the Company's Corporate Secretary, c/o Baker Hughes, a GE company, 17021 Aldine Westfield Road, Houston, Texas, 77073. Under the Governance Principles, the lead director makes himself available for consultation and direct communication with the Company’s major stockholders. In addition, pursuant to the Company's policy to request and encourage attendance at the Annual Meeting, such meeting provides an opportunity for stockholders to communicate with members of the Company's Board of Directors in attendance.

~~DIRECTOR COMPENSATION~~Director Compensation

~~Director Fees~~



	CASH COMPENSATION		EQUITY COMPENSATION
Directors' Annual Retainer	$100,000	⁽¹⁾	$175,000	⁽²⁾

	AUDIT		OTHER COMMITTEES
Committee Chairman	$20,000		$15,000
Other Committee Members	$10,000		$5,000

____________

(1) Each director, with the exception of ~~Messrs.~~Mr. Simonelli ~~and Rice~~ and Ms. Miller, is paid an annual retainer fee of $100,000, along with the ~~following~~ fees for service on committees of the ~~Board:~~

~~Audit Committee Chair - $20,000~~

~~Other Committee Chair - $15,000~~

~~Audit Committee Members, excluding the Chair - $10,000~~

~~Other Committee Members, excluding the Chair - $5,000~~

Board. The Lead Director, Mr. Beattie, does not receive any additional compensation for his services. Messrs. Simonelli and Rice and Ms. Miller do not receive any compensation for their service on the Board. Mr. Rice has announced his retirement from GE on March 31, 2018. Upon his retirement from GE, Mr. Rice will be entitled to receive the director fees and the director equity awards on the same basis as other non-management directors that are not employed by GE.

~~BHGE 2018 Proxy Statement~~ ~~| 16~~

~~Director Equity Awards~~

(2) On the date of each Annual Meeting, ~~beginning with the Annual Meeting in 2018,~~ each director, with the exception of Mr. Simonelli and Ms. Miller, is expected to receive an annual equity award in the form of “RSUs” with a grant date value of $175,000. For the initial period of service from the July 3, 2017 closing date of the Transactions through the date of the Annual Meeting in 2018, each director, with the exception of Messrs. Simonelli and Rice and Ms. Miller, received an RSU award with a grant date value of $149,110, which equals $175,000 as prorated for such period. Each RSU award is scheduled to vest on the first anniversary of the grant date, with vesting accelerating on a change in control of the Company or if the director’s service on the Board terminates due to death, disability or completion of the term for which the director was elected.

Director Deferral Plan

Under the BHGE Non-Employee Director Deferral Plan, non-management directors may elect to receive their annual retainers and committee fees in shares of Common Stock, with the shares delivered either in the year in which the retainers otherwise would have been paid or in a future year. Directors may also elect to defer receipt of the shares covered by their RSU awards, which otherwise are delivered when the awards vest.

Directors receive dividend equivalents on their RSU awards and any deferred retainers and committee fees. These dividend equivalents are paid in cash either currently or, in the case of unvested RSU awards, when the awards vest.

~~BHI Director Retirement Policy~~

BHI previously provided benefits under a Director Retirement Policy (the "Retirement Policy"), which remains in effect until all benefits accrued thereunder are paid in accordance with the current terms and conditions of the Retirement Policy. No additional benefits have been accrued under the Retirement Policy since December 31, 2001. Messrs. Fernandes, Nichols and Watson and Ms. Gargalli had accrued benefits under the Retirement Policy.

Director Stock Ownership Requirements

Under the Governance Principles, each non-management director who is not an officer or employee of GE or its affiliates is expected to own at least five times his or her annual retainer in Class A Common Stock while serving as a director of the Company. Such ownership level should be obtained within five years from the date elected or appointed to the Board. The Governance & Nominating Committee reviews director stock ownership on an annual basis.

~~2017~~

BHGE 2019ProxyStatement | 20

2018 Director Compensation

The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Company’s directors during the fiscal year ended ~~2017.~~2018.

Name
Fees Earned or Paid in Cash⁽¹⁾
($)
Stock Awards ^(2)(3)(13)
($)
All Other Compensation ⁽⁴⁾
($)
Total
($)
Current BHGE Directors
W. Geoffrey Beattie 62,500
149,000
—
211,500
Gregory D. Brenneman 115,000
323,964
3,849
442,813
Clarence P. Cazalot, Jr. 115,000
323,964
3,849
442,813
Martin S. Craighead ⁽⁵⁾
—
—
—
—
Lynn L. Elsenhans 122,500
323,964
3,849
450,313
Jamie S. Miller —
—
—
—
James Mulva 57,500
149,000
—
206,500
John G. Rice ⁽⁶⁾
—
—
—
—
Lorenzo Simonelli —
—
—
—
Former BHGE Directors
Jeffrey R. Immelt ⁽⁷⁾
—
—
—
—



NAME	FEES EARNED OR PAID IN CASH⁽¹⁾ ($)	STOCK AWARDS ⁽²⁾ ($)	ALL OTHER COMPENSATION⁽³⁾ ($)	TOTAL ($)
W. Geoffrey Beattie	125,000	174,974	2,213	302,187
Gregory D. Brenneman	115,000	174,974	2,213	292,187
Clarence P. Cazalot, Jr.	120,000	174,974	2,213	297,187
Martin S. Craighead	105,000	174,974	2,213	282,187
Lynn L. Elsenhans	130,000	174,974	2,213	307,187
Jamie S. Miller	—	—	—	—
James J. Mulva	115,000	174,974	2,213	292,187
John G. Rice ⁽⁴⁾	86,250	174,974	—	261,224
Lorenzo Simonelli	—	—	—	—

____________

~~BHGE 2018 Proxy Statement~~ ~~| 17~~

J. Larry Nichols ⁽⁸⁾
100,645
323,964
20,935
445,544
Former BHI Directors
Larry D. Brady ⁽⁹⁾
10,833
550,395
561,228
William H. Easter III 55,000
174,964
3,849
233,813
Anthony G. Fernandes⁽¹⁰⁾
60,000
174,964
1,064,045
1,299,009
Claire W. Gargalli ⁽¹¹⁾
52,500
174,964
8,435
235,899
Pierre H. Jungels 55,000
174,964
935
230,899
James A. Lash 62,500
174,964
935
238,399
James W. Stewart 52,500
174,964
935
228,399
Charles L. Watson ⁽¹²⁾
52,500
174,964
132,964
360,428

~~____________~~


(1)	Messrs. Beattie, Brenneman, Mulva and ~~Mulva~~Rice elected to receive ~~a portion of~~ their ~~2017~~2018 BHGE director fees in Class A Common Stock and defer delivery under the BHGE Non-Employee Director Deferral Plan (the "Deferral Plan") adopted on August 1, 2017. Mr. Rice was not eligible to participate in the Deferral Plan until his retirement from GE on March 31, 2018.


(2)	On May 11, 2018, each BHGE director other than Mr. Simonelli and Ms. Miller received an RSU award. Messrs. Beattie, Brenneman, Mulva and Rice elected to defer delivery of their RSU award under the BHGE Non-Employee Director Deferral Plan adopted on August 1, 2017.

~~(2)~~

On January 26, 2017, each legacy BHI director (Messrs. Brenneman, Cazalot, Easter, Fernandes, Jungels, Lash, Stewart, and Watson and Mmes. Elsenhans and Gargalli) received an RSU award with a grant date value of $175,000, rounded down to the nearest share. The amounts included in the Stock Awards column represent the aggregate grant date fair value of $63.60 per RSU award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 (“ASC Topic 718”). This RSU grant vested in full on the closing of the Transactions on July 3, 2017. For a discussion of valuation assumptions, see “Note 11 - Stock-Based Compensation” of the Notes to Consolidated and Combined Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2017.

The value of the award shown for each director reflects the $175,000 grant date value of the RSU award. This value represents the aggregate grant date fair value of $35.75 per share computed in accordance with ASC Topic 718 . The value ultimately realized by the directors if and when the awards vest will depend on the share price on the vesting date. For a discussion of valuation assumptions, see “Note 11 - Stock-Based Compensation” of the Notes to Consolidated and Combined Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2018. The number of shares for the grants was calculated using a price of $35.76 per share, the closing price on the date of grant.

(3)

On August 1, 2017, each BHGE director other than Messrs. Simonelli and Rice and Ms. Miller received an RSU award. The value of the award shown for each director reflects the $175,000 grant date value of the RSU award, as prorated for the period of service from July 3, 2017 to the date of the Company’s Annual Meeting in 2018. This value represents the aggregate grant date fair value of $35.68 per share computed in accordance with ASC Topic 718 . The value ultimately realized by the directors if and when the awards vest will depend on the share price on the vesting date. For a discussion of valuation assumptions, see “Note 11 - Stock-Based Compensation” of the Notes to Consolidated and Combined Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2017. The number of shares for the grants was calculated using a price of $35.70 per share, the closing price on the date of grant.


~~(4)~~	This column includes dividend equivalents paid during the year ended December 31, ~~2017~~2018 on unvested RSU awards. ~~This column does not include the value~~

(4)

Mr. Rice retired from GE on March 31, 2018 and was entitled to receive BHGE director compensation after that date. He re-joined GE as Chairman of ~~any Transaction related payments~~GE Gas Power in ~~respect~~December 2018 and is entitled to receive director compensation as an independent contractor of ~~the special dividend of $17.50 paid to all BHI stockholders and upon the vest of legacy BHI RSU awards because that value is already represented in the grant date value of the RSU granted.~~GE.


(5)	~~Because Mr. Craighead served as Chief Executive Officer until the closing of the Transactions on July 3, 2017, his compensation as a director is reflected in the Summary Compensation Table.~~


~~(6)~~	Mr. Rice has announced his retirement from GE on March 31, 2018. Upon his retirement from GE, Mr. Rice will be entitled to receive the director fees and the director equity awards on the same basis as other non-management directors that are not employed by GE.


~~(7)~~	~~Mr. Immelt retired from the Board, effective October 2, 2017. As an employee of GE, he did not receive any compensation for his service on the Company's Board.~~


~~(8)~~	Mr. Nichols retired from the Board effective October 2, 2017 and received a $20,000 lump sum payment under the BHI Director Retirement Policy. Mr. Nichols forfeited his August 1, 2017 RSU grant at the time of his retirement.


~~(9)~~	~~Mr. Brady passed away on January 15, 2017. Mr. Brady's estate received a lump sum payment of $550,395 that had accrued under the BHI Director Compensation Deferral Plan.~~

~~BHGE 2018 Proxy Statement~~ ~~| 18~~


~~(10)~~	Mr. Fernandes retired from the BHI board on July 3, 2017. He received a lump sum payment in the amount $5,000 under the BHI Director Retirement Policy and $1,055,196 that had accrued under the BHI Director Compensation Deferral Plan.


~~(11)~~	Ms. Gargallii retired from the BHI board on July 3, 2017 and will receive a total of thirteen quarterly payments of $7,500 under the BHI Director Retirement Policy, which payments began in October 2017.


~~(12)~~	Mr. Watson retired from the BHI board on July 3, 2017 and will receive a total of fifteen quarterly payments of $7,500 under the BHI Director Retirement Policy, which payments began in October 2017. He received a lump sum payment of $121,615 that had accrued under the BHI Director Compensation Deferral Plan.


~~(13)~~	The following table shows the aggregate number of stock awards and option awards outstanding for each director as of December 31, ~~2017.~~2018.

Name
Aggregate Stock Awards Outstanding as of December 31, 2017
(#)
Aggregate Option Awards Outstanding as of December 31, 2017
(#)
W. Geoffrey Beattie 4,176
—
Gregory D. Brenneman 4,176
—
Clarence P. Cazalot, Jr 4,176
9,957
Martin S. Craighead⁽¹⁾
—
—
Lynn L. Elsenhans 4,176
13,117
Jeffrey R. Immelt ⁽²⁾
—
—
Jamie S. Miller —
—
James Mulva 4,176
—
J. Larry Nichols ⁽³⁾
—
9,957
John G. Rice —
—
Lorenzo Simonelli —
—



~~(1)~~	Because Mr. Craighead served as Chief Executive Officer until the closing of the Transactions on July 3, 2017, his outstanding stock awards received as a director are reflected in the Outstanding Equity Awards at Fiscal Year-End table.
~~(2)~~	~~Mr. Immelt retired from the Board, effective October 2, 2017. As an employee of GE, he did not receive any equity grants for his service on the Company's Board.~~
~~(3)~~	~~Mr. Nichols retired from the Board, effective October 2, 2017 and forfeited his August 1, 2017 RSU grant at the time of his retirement.~~



NAME	AGGREGATE STOCK AWARDS OUTSTANDING AS OF DECEMBER 31, 2018 (#)	AGGREGATE OPTION AWARDS OUTSTANDING AS OF DECEMBER 31, 2018 (#)
W. Geoffrey Beattie	4,893	—
Gregory D. Brenneman	4,893	—
Clarence P. Cazalot, Jr	4,893	9,277
Martin S. Craighead	4,893	583,280
Lynn L. Elsenhans	4,893	13,117
Jamie S. Miller	—	—
James J. Mulva	4,893	—
John G. Rice	4,893	—
Lorenzo Simonelli	—	—

BHGE 2019ProxyStatement | 21

~~STOCK OWNERSHIP~~Stock Ownership

Stock Ownership of Certain Beneficial Owners

The following table sets forth information about the holders of the Common Stock known to the Company on March ~~19, 2018~~15, 2019 to own beneficially 5% or more of each class of Common Stock, based on filings by the holders with the SEC. For purposes of this Proxy Statement, beneficial ownership of securities is defined in accordance with the rules of the SEC to mean generally the power to vote or dispose of securities regardless of any economic interest therein.

Name and Address Title of Class Shares Percent of Class
General Electric Company ⁽¹⁾
33-41 Farnsworth Street
Boston, MA 02210
Class B Common Stock 706,984,255 100%
The Vanguard Group ⁽²⁾
100 Vanguard Blvd.
Malvern, PA 19355

Class A Common Stock 44,219,189 10.32%

~~BHGE 2018 Proxy Statement~~ ~~| 19~~

FMR LLC ⁽³⁾
245 Summer Street
Boston, MA 02210
Class A Common Stock 33,734,929 7.9%
Dodge & Cox ⁽⁴⁾
555 California Street, 40th Floor
San Francisco, CA 94104
Class A Common Stock 32,428,460 7.6%
BlackRock Inc. ⁽⁵⁾
55 East 52nd Street
New York, NY 10055
Class A Common Stock 30,915,951 7.2%
Capital World Investors ⁽⁶⁾
333 South Hope Street
Los Angeles, CA 90071
Class A Common Stock 29,198,313 6.8%
State Street Corporation ⁽⁷⁾
One Lincoln Street
Boston, MA 02111
Class A Common Stock 22,585,944 5.27%



NAME AND ADDRESS	TITLE OF CLASS	SHARES	PERCENT OF CLASS		PERCENT OF TOTAL SHARES OUTSTANDING
General Electric Company ⁽¹⁾ 33-41 Farnsworth Street Boston, MA 02210	Class B Common Stock	521,543,095	100	%	50.4	%
Capital World Investors ⁽²⁾ 333 South Hope Street Los Angeles, CA 90071	Class A Common Stock	60,204,836	11.7	%	5.8	%
Dodge & Cox ⁽³⁾ 555 California Street, 40th Floor San Francisco, CA 94104	Class A Common Stock	54,838,110	10.7	%	5.3	%
The Vanguard Group ⁽⁴⁾ 100 Vanguard Blvd. Malvern, PA 19355	Class A Common Stock	47,347,612	9.2	%	4.6	%
FMR LLC ⁽⁵⁾ 245 Summer Street Boston, MA 02210	Class A Common Stock	36,476,703	7.1	%	3.5	%
BlackRock Inc. ⁽⁶⁾ 55 East 52nd Street New York, NY 10055	Class A Common Stock	35,009,945	6.8	%	3.4	%

~~_________~~

________

(1)

The number of shares is based on a Form 4 filed with the SEC ~~dated January 2,~~on November 19, 2018. According to the filing, General Electric Company directly owns ~~128,054,898~~23,369,778 shares and ~~578,929,357~~498,173,317 shares are owned by General Electric Company's wholly-owned subsidiaries. According to the Schedule 13D filed with the SEC ~~dated July 3, 2017~~on November 19, 2018 and assuming the exchange of all Class B Common Stock into Class A Common Stock (for a total of ~~1,144,816,445~~1,034,938,693 shares of Class A Common Stock on a fully exchanged basis), (i) General Electric Company has sole voting power over ~~129,889,088.15~~23,369,778 shares and sole dispositive power over all such shares, and shared voting power over ~~587,221,633.85~~498,173,317 shares and shared dispositive power over all such shares, (ii) GE Investments, Inc. has shared voting power over ~~5,634,713.04~~5,403,956 shares and shared dispositive power over all such shares, (iii) GE Oil & Gas US Holdings IV, Inc. has shared voting power over ~~118,759,736.45~~48,896,204 shares and shared dispositive power over all such shares, (iv) GE Holdings (US), Inc. has shared voting power over ~~5,634,713.04~~5,403,946 shares and shared dispositive power over all such shares and (v) GE Oil & Gas US Holdings I, Inc. has shared voting power over ~~462,827,184.36~~443,873,157 shares and shared dispositive power over all such shares.

(2)

The number of shares is based on the Schedule 13G ~~dated December 29, 2017 and~~ filed ~~with the SEC by The Vanguard Group.~~on February 14, 2019. According to the filing, (i) ~~The Vanguard Group~~Capital World Investors has sole power to vote 589,853 shares and shared power to vote 98,902 shares and sole power to dispose of 43,544,909 shares and shared power to dispose of 674,280 shares, (ii) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 463,297 shares or 0.10% of the Class A Common Stock of the Company, and (iii) Vanguard Investments Australia Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 334,598 shares or 0.07% of the Class A Common Stock of the Company.

~~(3)~~

~~The number of shares is based on the Schedule 13G dated February 13, 2018 and filed with the SEC by FMR LLC. According to the filing, (i) FMR LLC has sole power to vote 1,892,095~~60,154,116 shares and does not share power to vote any of the shares and (ii) sole power to dispose of ~~33,734,929~~60,204,836 shares and does not share power to dispose of any of the shares. Capital World Investors divisions of CRMC and Capital International Limited collectively provide investment management services under the name Capital World Investors. Capital World Investors is deemed to be the beneficial owner of 60,204,836 shares or 11.7% of the Company's Class A Common Stock.

~~(4)~~(3)

The number of shares is based on the Schedule 13G ~~dated February 13, 2018 and~~ filed ~~with the SEC by Dodge & Cox.~~on January 10, 2019. According to the filing, (i) Dodge & Cox has sole power to vote ~~30,709,529~~52,444,747 shares and does not share power to vote any of the shares and (ii) sole power to dispose of ~~32,428,460~~54,838,110 shares and does not share power to dispose of any of the shares. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of ~~21,431,013~~36,084,952 shares, or ~~5.0%~~7%, of the Company's Class A Common Stock.

(4)

The number of shares is based on the Schedule 13G filed with the SEC on February 11, 2019. According to the filing, (i) the Vanguard Group has sole power to vote 606,602 shares and shared power to vote 96,594 shares and sole power to dispose of 46,655,512 shares and shared power to dispose of 692,100 shares, (ii) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 434,599 shares or 0.08% of the Class A Common Stock of the Company, and (iii) Vanguard Investments Australia Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 422,935 shares or 0.08% of the Class A Common Stock of the Company.

BHGE 2019ProxyStatement | 22

(5)

The number of shares is based on the Schedule 13G dated ~~January 24, 2018~~February 13, 2019 and filed with the SEC by ~~BlackRock, Inc.~~FMR LLC. According to the filing, (i) ~~BlackRock, Inc.~~FMR LLC has sole power to vote ~~27,011,156~~4,220,841 shares and does not share power to vote any of the shares and (ii) sole power to dispose of ~~30,915,951~~36,476,703 shares and does not share power to dispose of any of the shares.

(6)

The number of shares is based on the Schedule ~~13G dated February 8, 2018 and~~13G/A filed ~~with the SEC by Capital World Investors.~~on March 25, 2019. According to the filing, (i) ~~Capital World Investors~~BlackRock, Inc. has sole power to vote ~~29,198,313~~30,683,071 shares and does not share power to vote any of the shares and (ii) sole power to dispose of ~~29,198,313~~35,009,945 shares and does not share power to dispose of any of the shares. Capital World Investors divisions of CRMC and Capital International Limited collectively provide investment management services under the name Capital World Investors.Capital World Investors is deemed to be the beneficial owner of 29,198,313 shares or 6.8% of the Company's Class A Common Stock.

~~(7)~~

The number of shares is based on the Schedule 13G dated February 14, 2018 and filed with the SEC by State Street Corporation. According to the filing, (i) State Street Corporation has sole power to vote 0 shares and shares power to vote 22,585,944 of the shares and (ii) sole power to dispose of 0 shares and shares power to dispose of 22,585,944 shares. State Street Corporation is a parent holding company that beneficially owns 5.27% the Company's Class A Common Stock through various direct and indirect subsidiaries.

~~BHGE 2018 Proxy Statement~~ ~~| 20~~

Stock Ownership of Section 16(a) Directors and Executive Officers

Set forth below is certain information with respect to beneficial ownership of the Common Stock as of March ~~19, 2018~~15, 2019 by each director, the persons named in the Summary Compensation Table and the Section 16(a) directors and executive officers as a group. The table includes transactions effected prior to the close of business on March ~~19, 2018.~~

15, 2019.

										Shares Beneficially Owned
Name	Shares Owned as of March 19, 2018		Shares Subject to Options and RSUs Which Are or Will Become Exercisable or Vested Prior to May 18, 2018	Total Beneficial Ownership as of March 19, 2018	% of Class ⁽¹⁾
NAME						SHARES OWNED AS OF MARCH 15, 2019	SHARES SUBJECT TO OPTIONS AND RSU'S WHICH ARE OR WILL BECOME EXERCISABLE OR VESTED PRIOR TO MAY 14, 2019	TOTAL BENEFICIAL OWNERSHIP AS OF MARCH 15, 2019	% OF CLASS⁽¹⁾
W. Geoffrey Beattie	7,900		4,176	12,076	—	12,217	—	12,217	—
Gregory D. Brenneman	97,666		4,176	101,842	—	101,842	—	101,842	—
Clarence P. Cazalot, Jr.	39,198		13,776	52,974	—	43,894	13,142	57,036	—
Martin S. Craighead	502,455		600,599	1,103,054	—	510,058	588,173	1,098,231	—
Lynn L. Elsenhans	24,640		17,293	41,933	—	28,816	18,010	46,826	—
Jamie S. Miller	—		—	—	—	—	—	—	—
James J. Mulva	1,204		4,176	5,380	—	5,380		5,380	—
John G. Rice	5,000		—	5,000	—	5,000	—	5,000	—
Lorenzo Simonelli	9,139		—	9,139	—	61,647	191,502	253,149	—
Brian Worrell	2,801		—	2,801	—	26,735	49,404	76,139	—
Belgacem Chariag	220,147		174,194	394,341	—
Roderick Christie						12,316	28,231	40,547
Maria Claudia Borras						18,405	38,279	56,684
Derek Mathieson	83,080		85,807	168,887	—	102,627	120,037	222,664	—
William D. Marsh	29,006		47,890	76,896	—
Kimberly Ross	84,001	⁽²⁾	—	84,001	—
Arthur L. Soucy	43,785	⁽³⁾	150,325	194,110
Richard L. Williams	42,989	⁽⁴⁾	53,217	96,206	—
All directors and executive officers as a group (19 persons) ⁽⁵⁾	1,025,736		975,411	2,001,147	—
All directors and executive officers as a group (17 persons)⁽²⁾						989,665	1,173,115	2,162,780	—

__________


(1)	No percent of class is shown for holdings of less than 1%.


(2)	~~Ms. Ross' ownership is reported as of July 3, 2017, the date she separated from BHI as Chief Financial Officer.~~


~~(3)~~	~~Mr. Soucy's ownership is reported as of July 3, 2017, the date he separated from BHI as President, Products & Technology.~~


~~(4)~~	~~Mr. Williams' ownership is reported as of January 25, 2016, the date of his last BHI Form 4 filing.~~


~~(5)~~	The totals in this row include the NEOs, current directors and all Section 16 officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of the Common Stock to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. SEC regulations require executive officers, directors, and greater than 10% beneficial owners to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of those forms furnished to the Company and written representations from the executive officers and directors, ~~with the exception of a filing for Mr. Matthias Heilmann that was inadvertently filed late,~~ the Company believes that, with one exception described below, its executive officers and directors complied with all applicable Section 16(a) filing requirements during the fiscal year ended December 31, ~~2017.~~2018. In the course of preparing this proxy statement, we learned that Mr. Matthias Heilmann, our former Chief Digital Officer, failed to timely file a Form 4 with respect to 50 transactions involving acquisitions and dispositions of the Company’s common stock and derivative securities relating to the Company’s common stock. Of these transactions, ten occurred during fiscal year 2017, 38 occurred during fiscal year 2018 and two occurred during fiscal year 2019. Had Mr. Heilmann timely reported each of the 50 transactions, he would have filed 23 Form 4s to report the transactions. Mr. Heilmann has since filed a late Form 4 to report the transactions, and has disgorged $28,074.80 to the Company, representing the short swing profits relating to the transactions as calculated under the rules of Section 16(b) of the Exchange Act. Mr. Heilmann is no longer an employee of the Company as of March 6, 2019.

BHGE 2019ProxyStatement | 23

Prohibition of Pledging and Hedging under the Securities Trading and Disclosure Policy

The Company’s Governance Principles prohibit our directors and executive officers from entering into any derivative transaction in Company stock (including short sales, forwards, equity swaps, options or collars or other instruments

~~BHGE 2018 Proxy Statement~~ ~~| 21~~

that are based on the Company’s stock price). In addition, directors and executive officers are prohibited from pledging shares of Company stock as collateral or security for indebtedness.

~~CHARITABLE CONTRIBUTIONS~~

Charitable Contributions

During the fiscal year ended December 31, ~~2017,~~2018, the Company did not make any contributions to any charitable organization in which any director served as an executive officer that exceeded the greater of $1 million or 2% of the charitable organization's consolidated gross revenues.

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~Certain Relationships and Related Party Transactions

The Board expects its directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising the Company’s Code of Conduct. The Company will not make any personal loans or extensions of credit to directors or executive officers. No independent director may provide personal services for compensation to the Company or GE, other than in connection with serving as a director. ~~The Board will not permit any waiver of any ethics policy for any director or executive officer.~~

If an actual or potential conflict of interest arises for a director, the director will promptly inform the chairman/CEO and the lead director. The Governance & Nominating Committee will resolve any such conflicts, subject to the specific rules governing Related Party Transactions, as defined and further described below. If a significant conflict exists and cannot be resolved, the director should resign. All directors will recuse themselves from any discussion or decision affecting their personal, business or professional interests. The Governance & Nominating Committee will resolve any conflict of interest question involving the CEO or an executive officer reporting directly to the CEO, and the CEO will resolve any conflict of interest issue involving any other officer of the Company.

In addition, pursuant to the Stockholders Agreement, any transaction between the Company, on the one hand, and GE or its affiliates (other than the Company), on the other hand (each, a “Related Party Transaction”), is required to be on arm’s-length terms and in the best interest of the Company. The Conflicts Committee must provide prior written approval of any amendment to, or modifications or terminations of, or material waivers, consents or elections under, any Related Party Transaction. The Conflicts Committee must also provide prior written approval of any material amendments or modifications or terminations of any of the documents entered into in connection with the Transactions (defined as the “Transaction Documents” in the Stockholders Agreement) or material waivers, consents (other than any consents of the managing member of BHGE LLC contemplated by its LLC agreement where neither GE nor any of its affiliates is a counterparty to or beneficiary of the matter in question, and such matter would not otherwise require the prior written approval of the Conflicts Committee) or elections of the Company’s or BHGE LLC’s rights under any of the Transaction Documents.

All Related Party Transactions that are not contemplated by the Transaction Documents will be governed by the Related Party Transactions Policy. Pursuant to the Related Party Transactions Policy, Related Party Transactions that involve payments in excess of $25 million (individually or in the aggregate with all substantially related payments) or that are otherwise material (with materiality determined in a manner consistent with the Company’s SEC disclosure requirements) are subject to the prior written approval of the Conflicts Committee. Related Party Transactions below the $25 million threshold may be approved by Company management; provided that the proposed transaction is on an arm’s-length basis, in the best interests of the Company, and follows the Related Party Transaction Policy in letter and spirit. Such transactions must be reported to the Conflicts Committee on a quarterly basis.

BHGE 2019ProxyStatement | 24

GE-Related Transactions

In connection with the Transactions on July 3, 2017, we entered into various agreements with GE and its affiliates that govern our relationship with GE following the Transactions including an Intercompany Services Agreement pursuant to which GE and its affiliates and the Company ~~have and~~ will ~~continue to~~ provide certain services to each other. GE ~~has and will continue to provide~~provides certain administrative services, GE proprietary technology and use of certain GE trademarks in consideration for a payment of $55 million per year. GE may also provide us with certain additional administrative services under the Intercompany Services Agreement, not included as consideration for the $55 million per year payment, and the fees for such services are based on actual usage of such services and historical GE intercompany pricing. In addition, we ~~will~~ provide GE and its affiliates with confidential access to certain of our proprietary technology and related developments and enhancements thereto related to GE's operations, products or service

~~BHGE 2018 Proxy Statement~~ ~~| 22~~

offerings. We recognized a cost of $55 million and $28 million for the year ended December 31, 2018 and December 31, 2017, respectively, for services provided by GE and its affiliates subsequent to the close of the Transactions. Under the terms of the Master Agreement Framework, entered into on November 13, 2018, the annual intercompany services fee of $55 million that we agreed to pay GE as part of the Transactions will be reduced by 50% to $27.5 million per year beginning on January 1, 2019. The intercompany services agreement will terminate 90 days following the Trigger Date. See further discussion below.

We sold products and services to GE and its affiliates for $363 million, $639 million and $374 million during the years ended December 31, 2018, 2017 and 2016, respectively. Purchases from GE and its affiliates were $1,791 million, $1,512 million and $978 million during the years ended December 31, 2018, 2017 and 2016, respectively.

Prior to the Transactions, GE and its affiliates provided a variety of services and funding to us. The cost of these services was either (a) recognized through our allocated portion of GE's corporate overhead; or (b) billed directly to us. Costs of $103 million ~~$210 million~~ and ~~$180~~$210 million for the year ended December 31, 2017 ~~2016~~ and ~~2015,~~2016, respectively, were recorded in our consolidated and combined ~~statement~~statements of income (loss) in respect of services provided by GE and its affiliates prior to the close of the Transactions.

Master Agreement Framework

In June 2018, GE announced their intention to pursue an orderly separation from BHGE over time. On November 13, 2018, we entered into a master agreement (as amended from time to time, the "Master Agreement") and a series of related ancillary agreements and term sheets with GE and BHGE LLC (collectively, the "Master Agreement Framework") designed to further solidify the commercial and technological collaborations between us and GE and to facilitate our ability to transition from operating as a controlled company. In February 2019, as contemplated by the Master Agreement Framework, we entered into a series of long-term agreements between us, BHGE LLC and GE on technology, fulfillment and other key areas to provide greater clarity to customers, employees and shareholders.

Key elements of the Master Agreement Framework include:

Secured long-term collaboration on critical rotating equipment

Under the terms of the Master Agreement Framework, we have defined the parameters for a long-term collaboration and strategic relationship with GE on certain critical rotating equipment products.

We ~~sold $639 million, $374 million and $329 million~~have entered into a transaction agreement with GE for the formation of an aero-derivative joint venture relating to the parties’ respective aero-derivative gas turbine products and ~~services~~services. The JV is expected to become effective, subject to receipt of necessary regulatory approvals on the first business day of the month on which the "Trigger Date" occurs. The "Trigger Date" is the later of (i) July 3, 2019 and (ii) the date on which GE and its affiliates ~~during~~cease to beneficially own more than 50% of the outstanding voting power of BHGE’s common stock. These jet engine aero-derivative products are mainly used in our LNG, onshore-offshore production, pipeline and industrial segments within our Turbomachinery & Process Solutions ("TPS") segment and by GE in its power generation business. GE and we will contribute certain assets, inventory and service facilities into the JV and each party will have a 50% interest, and will jointly control operations in the JV. The JV will have a supply and technology development agreement with GE’s aviation business, which will revise and extend pricing arrangements as compared to BHGE’s existing supply agreement, and which will become effective at the Trigger Date.

Additionally, we have entered into a stock and asset purchase agreement with GE, which, among other things, sets forth the terms on which BHGE LLC will transfer to an affiliate of GE certain of its assets, liabilities and employees that are related to BHGE LLC’s existing business of developing, designing, engineering, marketing, supplying, installing and servicing certain industrial steam turbine product lines.

BHGE 2019ProxyStatement | 25

In parallel, we have also entered into an agreement with GE for the long-term supply and related distribution arrangements for heavy-duty gas turbine technology, which will become effective at the Trigger Date. The heavy-duty gas turbine technologies are important components of BHGE TPS’ offerings and the long-term agreements provide greater clarity on the commercial approach and customer fulfillment, and will enable BHGE and GE to jointly innovate on leading technology.

Preserved access to GE Digital software & technology

As part of the Master Agreement Framework, BHGE LLC has agreed with GE Digital to maintain, subject to certain conditions, BHGE LLC's current status as the exclusive reseller of GE Digital offerings in the oil & gas space, provided that BHGE LLC continues to source exclusively from GE Digital for certain GE Digital offerings for oil and gas applications. As part of this agreement, BHGE LLC and GE Digital have revised and extended certain pricing arrangements and have established service level obligations.

Other key agreements

GE and we agreed to maintain current operations and pricing levels with regards to Control upgrade services we offer through our Digitals Solution segment division for the four years commencing on the Trigger Date.

GE will transfer to BHGE certain UK pension liabilities related to the oil and gas businesses of BHGE and certain specified former oil and gas businesses of GE on what is intended to be a fully funded basis (using agreed upon actuarial assumptions). No liabilities associated with GE’s broad-based U.S. defined benefit pension plan will be transferred to us.

The Tax Matters Agreement with GE that was negotiated at the time of the Transactions will be clarified but otherwise will remain substantially in place, and both companies retain the ability to monetize certain tax benefits.

Under the terms of the Master Agreement Framework, the annual intercompany services fee of $55 million that we agreed to pay GE as part of the Transactions will be reduced by 50% to $27.5 million per year ~~ended December 31, 2017, 2016~~beginning on January 1, 2019. The intercompany services agreement will terminate 90 days following the Trigger Date (except with respect to certain tools access).

In connection with the Master Agreement Framework, we have agreed to terminate certain aspects of the transfer restrictions previously applicable to GE under the Stockholders Agreement. The transfer restrictions prohibited GE from transferring any shares of our common stock prior to July 3, 2019 (except to its affiliates) without the approval of the Conflicts Committee of our board of directors. Other provisions of the Stockholders Agreement, including continuing restrictions on certain private transfers of shares of our common stock by GE, and ~~2015, respectively. Purchases from~~approval requirements for related party transactions, remain in effect.

In addition, the Stockholders Agreement was amended and restated to provide that, following the Trigger Date and until GE and its affiliates ~~were $1,512 million, $978 million and $1,225 million during~~own less than 20% of the ~~year ended December 31, 2017, 2016 and 2015, respectively.~~

~~Employee Benefits~~

~~Certain~~voting power of our ~~employees are covered under various~~outstanding common stock, GE ~~sponsored employee benefit plans, including GE's retirement plans (pension, retiree health and life insurance, and savings benefit plans) and active health and life insurance benefit plans.~~shall be entitled to designate one person for nomination to our board of directors.

Other GE Related Party ~~Balances~~Transactions

In connection with the Transactions, ~~as of~~on July 3, 2017, we ~~were required to repay any~~executed a promissory note with GE that represents certain cash ~~in excess of $100 million, net of any third-party debt in GE O&G, to GE. Due~~that we are holding on GE's behalf due to the restricted nature of the ~~majority of this excess cash, we continue to hold this cash on behalf of GE until such cash is unrestricted and available for repayment to GE.~~cash. The restriction arises as the majority of the cash cannot be released, transferred or otherwise converted into a non-restricted market currency due to the lack of market liquidity, capital controls or similar monetary or exchange limitations by a Government entity of the jurisdiction in which such cash is situated. ~~Accordingly, on July 3, 2017, we executed a promissory note with GE.~~ There is no maturity date on the promissory note, but we remain obligated to repay GE, ~~such excess cash together with any income or loss we may incur on it,~~ therefore, this obligation is reflected as short-term borrowings. As of December 31, 2018, of the $896 million due to GE, $747 million was held in the form of cash and $149 million was held in the form of investment securities. As of December 31, 2017, of the ~~amount~~$1,124 million due to GE, ~~of $1,124 million,~~ $997 million was held in the form of cash and $127 million was held in the form of investment securities. A corresponding liability is reported in short-term borrowings in the consolidated and combined statements of financial position.

~~Receivables Monetization~~

We monetized a portion of our current receivables through programs established for GE and various GE subsidiaries. During the three months ended December 31, 2017, we ceased to participate in the GE receivables monetization program.

Under the receivable monetization program, we factored U.S. and non-U.S. receivables to GE Capital on a recourse and nonrecourse basis pursuant to various factoring and services agreements, purchased directly by Working Capital Solutions (WCS), an operating unit of GE Capital or sold to external investors through WCS agent arranger or buy/sell structures. Under the factoring programs, GE Capital performed a risk analysis and allocated a nonrecourse credit limit for each customer. If the portfolio exceeded this credit limit, then the receivable was factored with recourse. The evaluation of whether recourse transactions qualify for accounting derecognition is based, in part, upon the legal jurisdiction of the sales, as such, the majority of recourse transactions outside the U.S. qualify for sale treatment. The Company has ~~$116~~$538 million and ~~$198~~$575 million of accounts payable at December 31, 2018 and 2017, respectively, for goods and services provided by GE in the ordinary course of business. The Company has $653 million and $801 million of current receivables at December 31, ~~2016,~~2018 and 2017, respectively, ~~of accounts payable~~for goods and services provided to GE ~~that relate to cash collected on current receivables under this monetization program. In addition, prior to the Transactions, we participated~~ in the ~~GE Accounts Receivable (GEAR) program, in which we transferred our receivables into a securitization structure administered by GE Capital through the GE Receivables and Sale Contribution Agreement.~~

~~The outstanding balances~~ordinary course of ~~receivables that were transferred to GE under WCS administered programs and are accounted for as sales were $225 million and $2,168 million as of December 31, 2017 and 2016, respectively.~~

Under the programs, we retain the responsibility for servicing the receivables and remitting collections to the owner and the lenders for a fee equal to the prevailing market rate for such services. We have outsourced our servicing responsibilities to GE Capital for a market-based fee and accordingly, no servicing asset or liability has been recordedbusiness.

BHGE ~~2018~~ 2019ProxyStatement | 23 26

Prior to the Transactions, GE provided guarantees, letters of credit, and other support arrangements on ~~the consolidated and combined statements~~our behalf. We provide guarantees to GE Capital on behalf of financial position as of December 31, 2017 and December 31, 2016. Under the programs, we incurred interest expense and finance charges of $59 million, $91 million and $93 million for the year ended December 31, 2017, ~~2016 and 2015, respectively, which is reflected in the consolidated and combined statements of income (loss).~~some customers who have entered into financing arrangements with GE Capital.

Trade Payables Accelerated Payment Program

Our North American operations participate in accounts payable programs with GE Capital. Invoices are settled with vendors per our payment terms to obtain cash discounts. GE Capital provides funding for invoices eligible for a cash discount. Our liability associated with the funded participation in the accounts payable programs, which is presented as accounts payable within the consolidated and combined statements of financial position, was ~~$293~~$471 million and ~~$104~~$293 million as of December 31, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

~~Parent’s Net Investment~~

~~At December 31, 2016,~~ On January 16, 2019, GE announced the ~~remainder~~sale of ~~GE's total investment, in excess of our debt from~~ GE ~~is reflected as equity~~Capital’s accounts payable program platform to a third-party and their intent to start transitioning their existing program to an accounts payable program with that party. As a GE affiliate, we are covered under the caption "Parent's net investment" in our consolidated and combined statements of financial position. At December 31, 2017, GE's equity ownership is reflected in noncontrolling interest in our consolidated and combined statements of financial position.

~~Other~~

The Company has $575 million and $228 million of accounts payable at December 31, 2017 and 2016, respectively, for services provided by GE in the ordinary course of business. The Company has $801 million and $392 million of current receivables at December 31, 2017 and 2016, respectively, for services provided to GE in the ordinary course of business.

Prior to the Transactions, GE provided guarantees, letters of credit, and other support arrangements on our behalf. We provide guarantees to GE Capital on behalf of some customers who have entered into financing arrangements with GE Capital.

Prior to the Transactions, a certain number of our employees were granted GE stock options and RSUs under GE's 2007 Long-Term Incentive Plan. Our consolidated and combined financial statements include compensation expense related to these awards for the portion of an employee's vesting period that accrued during employment with us.

agreement.

Income Taxes

At closing of the Transactions, BHGE, GE and BHGE LLC entered into a Tax Matters Agreement. The Tax Matters Agreement governs the administration and allocation between the parties of tax liabilities and benefits arising prior to, as a result of, and subsequent to the Transactions, including certain restructuring transactions in connection therewith, and the respective rights, responsibilities and obligations of GE and BHGE, with respect to various other tax matters. GE iswill be responsible for certain taxes related to the ~~Transactions, including restructuring transactions undertaken by GE and Baker Hughes and their respective subsidiaries.~~Transactions. GE has assumed approximately ~~$33~~$31 million of tax obligations of Baker Hughes related to the ~~Transactions, including restructuring transactions.~~Transactions.

Following the closing of the Transactions, BHGE or BHGE LLC (or their respective subsidiaries) may be included in group tax returns with GE. To the extent included in such group tax returns, (i) GE will be required to pay BHGE or BHGE LLC to the extent such separate tax returns include net operating losses that are used to reduce taxes payable by GE with respect to the applicable group tax return, and (ii) BHGE or BHGE LLC will be required to make tax sharing payments to GE in an amount intended to approximate the amount that such entity would have paid if it had not been included in such group tax returns and had filed separate tax returns.

The Tax Matters Agreement also provides for the sharing of certain tax benefits (i) arising from the Transactions, including restructuring transactions, and (ii) resulting from allocations of tax items by BHGE LLC. GE is entitled to 100% of these tax benefits to the extent that GE has borne certain taxes related to the Transactions ~~including restructuring transactions~~ which are currently estimated to be ~~$33~~$31 million. Thereafter, these tax benefits will be shared by GE and BHGE in accordance with their economic ownership of BHGE ~~LLC, which are currently approximately 62.5% and approximately 37.5%, respectively.~~LLC. The sharing of tax benefits generally is expected to result in cash payments by BHGE LLC to its members. Any such cash payments may be subject to adjustment based on certain subsequent events, including tax audits or other determinations as to the availability of the tax benefits with respect to which such cash payments were previously made.

BHGE ~~2018~~ 2019ProxyStatement | 24 27

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Executive Compensation

Compensation Discussion and Analysis



Executive Summary	29	This Compensation Discussion and Analysis ("CD&A") outlines BHGE's executive compensation program for 2018 for our named executive officers (each a "NEO") who are listed below and appear in the Summary Compensation Table.
Total Direct Compensation for NEOs	32
Base Salaries	32
Short-Term Incentive Compensation	33
Long-Term Incentive Compensation	35		Lorenzo Simonelli Chairman, President and CEO
Other Elements of Compensation	38
Decision-Making Process and Key Inputs	40
Additional Compensation Program Features and Policies	42		Brian Worrell Chief Financial Officer
Compensation Committee Report	43
Summary Compensation Table	44
Grants of Plan-Based Awards in 2018	47		Maria Claudia Borras President & CEO, Oilfield Services
Outstanding Equity Awards at Fiscal Year-End	48
Option Exercises and Stock Vested	50
Pension Benefits	50		Roderick Christie President & CEO, Turbomachinery & Process Solutions
Nonqualified Deferred Compensation	51
Potential Payments Upon Termination or Change in Control	51
CEO Pay Ratio Disclosure	57		Derek Mathieson Chief Marketing and Technology Officer
Compensation Committee Interlocks	59

BHGE 2019ProxyStatement | 28



	~~COMPENSATION COMMITTEE REPORT~~ The Compensation Committee held two meetings during fiscal year 2017 (such meetings all taking place after the consummation of the Transactions on July 3, 2017). The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement to be delivered to stockholders. ~~John G. Rice, Chair~~ ~~Gregory D. Brenneman~~ ~~Martin S. Craighead~~ ~~James J. Mulva~~

~~Understanding the Impact of the BHI and GE O&G Transactions on Executive Compensation Program Design and Administration~~

~~Introduction~~

This Compensation Discussion and Analysis ("CD&A") outlines compensation earned during 2017 by our principal executive officer (“PEO”), our principal financial officer (“PFO”), and other named executive officers (together with our PEO and PFO, the “NEOs”). The NEOs include both executive officers who were serving at the end of fiscal year 2017, and former executive officers who terminated employment on July 3, 2017, including our former PEO, our former PFO and two executives who would have been among the three most highly compensated executive officers (other than our PEO and PFO) had they still been serving as an executive officer at the end of the fiscal year. Since BHGE was formed on July 3, 2017 (upon the business combination of BHI and GE O&G), ~~this CD&A describes compensation prior to the Transactions for BHI and following the Transactions for BHGE.~~

To determine the most highly compensated executive officers under the rules of the SEC, we were required to consider the full fiscal year compensation for executive officers who were previously employed by BHI and only post-Transactions compensation for executive officers who were previously employed by GE O&G. Going forward, these disclosures and tables will reflect twelve full months of compensation for all executive officers, and the Summary Compensation Table will reflect the most highly compensated executives.

~~For 2H 2017 (July 3, 2017 to December 31, 2017), the Company’s active “NEOs”, were the following five executives:~~

~~Lorenzo Simonelli- Chairman, Chief Executive Officer and President (PEO); former CEO of GE O&G~~

~~Brian Worrell~~ ~~- Chief Financial Officer (PFO); former CFO of GE O&G~~

~~Belgacem Chariag~~ ~~- former Chief Global Operations Officer; departed the Company on January 31, 2018~~

~~Derek Mathieson- Chief Marketing & Technology Officer~~

~~William D. Marsh~~ ~~- Chief Legal Officer~~

~~The NEOs also include four former BHI executive officers who terminated employment on July 3, 2017 (the "BHI NEOs"):~~

~~Martin S. Craighead~~ ~~- former Chairman & Chief Executive Officer (former PEO)~~

~~Kimberly A. Ross~~ ~~- former Senior Vice President and Chief Financial Officer (former PFO)~~

~~Arthur L. Soucy~~ ~~- former President, Products and Technology~~

~~Richard L. Williams~~ ~~- former Senior Adviser to the Executive Leadership Team~~

~~BHGE 2018 Proxy Statement~~ ~~| 25~~

~~2017 Business Context and Performance Overview~~

2017 was a transformational year for BHI and GE O&G. On July 3, 2017, we closed the Transactions to combine GE O&G and BHI, forming BHGE. The newly created company is a world-leading fullstream provider of integrated oilfield products, services and digital solutions. We set out to be the best partner to oil and gas customers by offering high technology solutions across the value chain, aimed at increasing productivity. By forming BHGE, we positioned the Company to deliver more value for our stockholders.

Discussions on BHGE results throughout this CD&A section are on a combined business basis which is a non-GAAP measure. A reconciliation of GAAP to non-GAAP measures is included in this Proxy Statement as Annex C.

During 2017, the market for our services remained depressed due to continued reduction in capital spending by many of our customers driven by the challenging macro oil and gas market. Despite market headwinds, we made meaningful progress against our financial priorities as referenced below, and we feel these results set us up well to deliver for our stockholders in 2018.



~~Financial Priority~~			~~Key Accomplishments~~
~~Grow Market Share~~	ü	~~For the two consecutive quarters since forming BHGE in July 2017, we delivered revenue growth that outpaced the rig count, demonstrating our progress around market share growth.~~
~~Grow Market Share~~	ü	~~Our total year 2017 orders on a combined business basis were $22 billion, up 4% year-over-year, while our 2017 revenue on a combined business basis was $21.9 billion, down 5% versus 2016.~~
~~Increase Margins~~	ü	~~Our total year 2017 adjusted operating income was $1 billion, up 69% year-over-year.~~
~~Increase Margins~~	üExecutive Summary	~~We ended 2017 with $119 million of synergies executed, ahead of our goals, and are on track to deliver $1.6 billion in synergies by 2020.~~
~~Generate Free Cash Flow~~	ü	Since closing the Transactions, we delivered free cash flow of $(0.8) billion, which included a one-time impact from ending receivables monetization of $(1.2) billion and transaction/restructuring cash payments of $(0.5) billion.

In the second half of 2017, we achieved significant progress on key facets of our business as we implemented our new strategy. Our stronger performance in the second half of 2017 demonstrates that we not only executed on new operational objectives we set following the creation of BHGE, we exceeded them. The highlights are as follows:

~~Signed the first fullstream deal with Twinza Oil Limited to support an offshore project in Papua New Guinea;~~

Signed an agreement for an integrated project in the North Sea with Siccar Point Energy, where we will provide a suite of well services for the appraisal well in addition to providing the production and installation of subsea production equipment;

~~Awarded the largest turbomachinery order with PetroChina for turbine generators in the Halfaya oilfield in Iraq;~~

~~Signed the largest ever digital contract with a key international customer;~~

~~Delivered $119MM of synergies in 3Q and 4Q combined;~~

~~Invested over $600MM combined throughout 2017 in research and development to support our focus on technology;~~

~~Introduced more than 240 new products and registered more than 2,800 patents, including the LM9000 aero gas turbine, the TerrAdapt™ bit, and the first installation of IntelliStream™;~~

Launched our "Perfect HSE Day" metric, which highlights a 24-hour period without a recordable injury or illness, significant environmental spill/release, or significant motor vehicle accident across the company and delivered 72 combined Perfect HSE days from July 3, 2017 through the end of 2017;

~~Announced a $3 billion share buyback authorization, 6% increase in our quarterly dividend, and a $3.95 billion debt offering at attractive pricing, replacing more expensive legacy debt; and~~

~~BHGE 2018 Proxy Statement~~ ~~| 26~~

Launched new growth pillars to outline our 2018 strategy: market leading product companies; integrated service modules; and fullstream. We outlined bold targets to achieve these pillars: 50% reduction in the cost of doing business, 50% improvement in productivity, and 50% improvement in industrial yield.

Despite these accomplishments and progress towards our long-term, strategic objectives, our stock price underperformed as compared to our peers in the limited time-frame of six months following the creation of BHGE through the end of 2017. Our 2018 long-term incentive performance plan will be tied to the Company’s performance against our peers' total shareholder return.

~~BHGE 2018 Proxy Statement~~ ~~| 27~~

~~Compensation Decisions~~

Our people and their capabilities are critical to our success, and maintaining a strong talent base despite significant change is essential. Additionally, the Transactions created unique challenges to fully engage and retain key leaders and employees. With this backdrop, the Compensation Committees of BHI and BHGE made the following key compensation decisions for 2017:

~~BHI (January - June 2017)~~

~~In January 2017, prior to the close of the Transactions, the Compensation Committee of BHI reemphasized pay for performance in the key elements of BHI's compensation programs by:~~

~~continuing a performance-based short-term incentive bonus structure for 2017 based on key financial and strategic performance metrics;~~

increasing performance-based stock for Senior Executives to 50% of the total long-term incentives awarded during the annual January 2017 grant cycle. Were it not for the closing of the Transactions, the payout would have been based upon relative growth and return metrics versus BHI’s peer group during performance periods within 2017 - 2019. Any actual payout would have been delivered at the end of the performance period ending in 2019. The remaining 50% of the January 2017 grant was delivered in the form of service-based RSUs that vest one-third each year; and

~~providing global broad-based merit increases to base salary following two years without broad-based increases, consistent with practices of other companies in our industry.~~

~~BHGE (July - December 2017)~~

Immediately following the closing of the Transactions, the BHGE Board established a new Compensation Committee that was tasked with developing a strategy to attract and retain top talent, drive company performance and align with stockholder interests. The Compensation Committee executed on these objectives by:

~~establishing market-based, target compensation packages for the Senior Executives based on a new Compensation Reference Group;~~

~~implementing a new performance-based short-term incentive bonus plan for all eligible employeesof BHGE based on key financial and strategic performance metrics for the second half of 2017; and~~

granting key leadership long-term incentive awards in the form of stock options and RSUs to align a broader group of BHGE employees with stockholders, incentivizing leaders to “stay and win” with the new company, and closing retention gaps based on the market for key roles.

~~2018 BHGE Compensation Program~~

~~In January 2018, the Company continued to reinforce the pay for performance elements of its compensation programs by:~~

~~continuing a performance-based short-term incentive bonus structure for 2018 based on key financial and strategic performance metrics; and~~

establishing performance-based long-term incentive awards for Senior Executives granting 50% of the total long-term incentives during the annual 2018 grant cycle in the form of performance share units. The payout is based upon relative Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) versus the Company's peer group during performance periods within 2018 - 2020. Any actual payout would be delivered at the end of the performance period ending in 2020. The remaining 50% of the January 2018 grant was split evenly in the form of stock options and service-based RSUs that will vest one-third each year.

~~BHGE 2018 Proxy Statement~~ ~~| 28~~

~~Compensation Strategy~~

The purpose of our compensation program is to motivate and retain exceptional ~~individual~~individuals and drive organizational performance that is in the ~~long-term~~ best ~~interests~~interest of our ~~stockholders.~~stockholders in the long term. We ~~use traditional~~are committed to a pay for performance philosophy and have designed our compensation elements of base salary, annual short-term incentives, long-term incentives, and employee benefits to deliver attractive and competitive compensation. We benchmark both compensation and Company performanceprograms in ~~evaluating the appropriateness of pay. Our executive pay decisions are made by a Compensation Committee of our Board of Directors and reviewed~~accordance with the full Board of Directors. We target the market median for base salary and short-term incentive compensation, while providing the opportunity for executives to earn upper quartile incentive pay based on Company performance.these objectives.

Our compensation programs are designed specifically for (1) our most senior executive officers, including our PEO, our PFO, and our three other most highly compensated executive officers (collectively, either the “Senior Executives” or “NEOs”) and (2) employees who are designated as executives of the Company, including the Senior Executives (“Executives”), and (3) a broad base of Company employees.

Compensation Objectives

To reward both short- and long-term performance, ~~and to further our compensation~~the objectives of our executive compensation program ~~is designed~~are to:



~~Attract And Retain Knowledgeable, Experienced, And High Performing Senior Executives~~		~~Reward The Creation Of Long-Term Stockholder Value~~
Provide a competitive total rewards package, inclusive of base salary, incentives, and benefits. Regularly benchmark our pay programs against the competitive market, comparing both fixed and variable, at-risk compensation that is tied to short- and long-term performance.		Incentive programs include financial performance measures that are fundamental to long-term stockholder value creation. Administer plans to include three-year performance cycles on long-term incentive plan awards, three-year vesting schedules on equity incentives, and competitive total benefit programs.

~~Address The Complexities Of Managing A Cyclical Business~~		~~Pay for Performance~~
Short-term incentive programs provide for formulaic and non-formulaic short-term performance goals and reward managers for the achievement of those goals. The long-term incentive plan utilizes a combination of share growth and full-value awards, balancing retention and appreciation through the business cycles.		Provide a significant percentage of total compensation that is variable and at-risk. Annual and long-term incentive compensation comprises, on average, more than two-thirds of each of our Senior Executive's total direct compensation.

~~Reinforce Adherence To High Ethical, Environmental, Health And Safety Standards~~		~~Align Executive And Stockholder Interests~~
The strategic blueprint bonus component may include specific business goal targets related to HSE. The short-term incentive programs allow for reduction or elimination of bonus payouts if the HSE standards are not upheld.		Stock ownership guidelines motivate alignment between long-term stockholder value creation and management decisions. The ultimate value of our annual equity grants is driven by stock price performance.

~~BHGE 2018 Proxy Statement~~ ~~| 29~~

~~Pay for Performance~~

We are committed to a pay for performance philosophy and have designed our compensation programs to deliver compensation that is aligned with Company performance and stockholder interests. Since we are a newly formed company, we do not have the historical reference points to display pay for performance alignment in a traditional manner such as realized compensation versus TSR or peers. In the future when we have full year data, we intend to represent this alignment of compensation with shareholder returns relative to peers. However, our short-term incentives are tied to stretch financial targets and strategic goals and our long-term incentives are tied to stock growth and above market returns.

The charts below show the target mix of compensation elements for our Senior Executives. This allocation provides a significant percentage of our target total direct compensation for Senior Executives in the form of variable compensation through our annual short-term incentive bonuses and long-term incentive compensation. Actual total direct compensation varies based on the extent of achievement of, among other things, safety, operational and financial performance goals and stock performance.

~~Compensation Governance~~

The Compensation Committee is focused on creating a best in class compensation program that aligns executive and stockholder interests. The following table highlights the governance and compensation best practices that we employ and the poor practices that we avoid.



	~~WHAT WE DO~~			~~WHAT WE DON'T DO~~
ü	~~Pay for performance. Majority of pay is at-risk and aligned with achievement of pre-determined goals and company performance~~		ý	~~No hedging or pledging of company stock~~
ü			ý	~~No backdating or repricing of stock option awards~~
ü	~~Significant stock ownership guidelines that further enhance the link between the interest of our stockholders and our executives~~		ý	~~No excessive perquisites~~
ü			ý	~~No dividend equivalents paid on unearned RSU~~
ü	~~Clawback provisions. This compensation recovery allows our Board to recoup performance-based cash awards in specified instances~~		ý	~~No automatic base salary increases~~
ü			ý	~~No single trigger stock acceleration~~
ü	~~Annual Risk Assessment~~		ý	~~No excise tax gross-ups for future agreements~~
ü	~~Benchmark Compensation and Performance~~
ü	~~Annual "Say on Pay" vote~~	Align executive and stockholder interests		Provide a significant portion of total compensation that is performance-based and at risk	Attract and retain talented executives

~~BHGE~~ 2018 ~~Proxy Statement~~Say-on-Pay Advisory Vote on Executive Compensation and Stockholder Engagement ~~| 30~~

~~Key Inputs into Our Executive Compensation Programs~~

~~In designing our executive compensation programs, we consider input from our stockholders, our independent compensation consultant, and other compensation consultants, as well as market practices.~~

~~Consideration of Stockholder Feedback and Advisory Say on Pay Voting Results~~

~~In accordance with our stockholders’ preference, we submit~~Each year, BHGE submits our executive compensation program to anour stockholders for a "say-on-pay" advisory vote, ~~annually.~~the results of which are considered when determining compensation practices. In ~~2017, BHI’s~~2018, BHGE’s compensation program and policies received the support of ~~88.5%~~98% of the total votes cast at our annual meeting. While the ~~Say on Pay~~say-on-pay vote is advisory and not binding on the Company, the Compensation Committee strongly values the opinions of our stockholders as expressed in the ~~Say on Pay~~say-on-pay outcome. The Compensation Committee believes that the approval in the stockholder vote demonstrates a strong alignment with our stockholders' interests.

Engagement with our stockholders is very important to us. ~~We invest significant time and resources~~Even with substantial support of our executive compensation program, in investor outreach and ongoing dialogue with stockholders to communicate the value of the combination between BHI and GE O&G and the strengths of the portfolio. In 2017, prior to the closing of the Transactions,2018, members of the executive management team ~~contacted a significant number of~~reached out to institutional stockholders representing greater than 50% of our public stockholders to discuss ~~the Transactions,~~ the BHGE governance structure and key executive compensation ~~practices. The meetings included discussions on change in control~~ practices and listen to their feedback and priorities. An independent director participated in our engagement when requested and the ~~need~~feedback from stockholder engagement was discussed with the Compensation Committee. We believe that by engaging with our stockholders, we can further align our compensation objectives with stockholders' long-term interests.

Background and Market Context

BHGE is a world-leading fullstream provider of integrated oilfield products, services and digital solutions. We set out to ~~provide compensatory retention~~be the partner of choice to oil and ~~reward incentives given~~gas customers by offering high technology solutions across the ~~unique challenges faced by BHI during~~value chain, aimed at increasing productivity.

2018 marked BHGE’s first full year as a combined company, which included significant change and progress as we moved beyond the ~~pending merger~~initial integration phase and into the next chapter for BHGE. In November of 2018, our majority stockholder, GE, reduced their ownership from approximately 62.5% to approximately 50.4%, and we reached long-term commercial and technological agreements with GE ~~O&G. During~~ that ~~engagement, we reiterated~~should enable our Company to be well positioned for the ~~intention of BHGE to continue to use a pay for performance model.~~future.

The ~~Company considered the feedback that was provided during these engagement calls and BHGE continued many favorable performance-based compensation practices. We discontinued the following BHI practices:~~

~~single trigger stock acceleration;~~

~~bonus payments triggered by a change~~market environment in ~~control; and~~

~~gross-ups for excise taxes will sunset after 3 years for executives who were previously grandfathered under the BHI plans.~~

~~Compensation Consultant and Conflict of Interest Analysis~~

Prior to July 3, 2017, the BHI Compensation Committee retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant. FW Cook advised the BHI Compensation Committee on matters related to the Senior Executives' compensation and general compensation programs, including industry best practices. In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, the BHI Compensation Committee considered the relationships FW Cook had with the Company, the members of the BHI Compensation Committee and BHI’s executive officers, as well as the policies that FW Cook had in place to maintain its independence and objectivity, and determined that no conflicts of interest arose from the work performed by FW Cook during2018 proved volatile. Through the first ~~half~~three quarters of ~~2017.~~

~~During the second half of 2017, BHGE management sought the views of a number of external consultants including FW Cook~~2018 we experienced stability in both North American and Willis Towers Watson about market intelligence on compensation trends related to senior executive compensation. In March 2018, the BHGE Compensation Committee formally selected FW Cook as its independent compensation consultant.

~~Benchmarking~~

The high level of competition for executive talent magnifies the need to ensure that our executive compensation programs are appropriately positioned against peer companies. To appropriately benchmark compensation and measure performance, both BHI and BHGE developed and utilized two primary benchmarking sources: (1) a Compensation “Reference Group” and (2) a Performance “Peer Group.” BHI did not have any changes in these sources from the information disclosed in last year's Proxy Statement.

~~Compensation “Reference Group”~~

~~In July 2017, the BHGE Compensation Committee conducted a review to determine which companies to include~~international markets. However, in the ~~Compensation Reference Group. The Reference Group for BHGE is similar to~~fourth quarter, commodity prices dropped nearly 40% as production in Saudi Arabia and the ~~previous reference group for BHI~~United Arab Emirates reached record highs and ~~is comprised of 30 companies including industry peers and companies in~~ the broader energy and general industry sectors with similar business characteristics, size, margins, competition for talent, and other key compensable factors. In selecting the Reference Group, the Compensation Committee narrowed the broad universe of public companies down to a smaller group by considering companies within a size range against which the Company competes for talent as well as similarIranian supply remained

BHGE ~~2018~~ 2019ProxyStatement | 31 29

~~business characteristics. The list was narrowed further considering factors, such as~~online. From an offshore standpoint, we saw multiple offshore projects reach final investment decisions through most of 2018, and the LNG market outlook improved throughout the year due to strong global ~~scale, engineering, technology,~~demand dynamics.

2018 Financial and ~~industrial applications, multiple divisions, logistical complexity, business services, size (and other financial measures), and asset/people intensity.~~Operational Highlights

~~The Compensation Committee considers executive compensation at~~We strive to deliver strong stockholder returns through driving increased market share, margin growth, and strong free cash flow generation. In 2018 we completed major steps towards realizing these ~~companies as just one among several factors~~goals.



GROWING MARKET SHARE		EXPANDING OPERATING MARGINS
Orders	Revenue	Adjusted Operating Income *	Adjusted Operating Margin *	Synergies
$23.9B up 10% YOY	$22.9B up 5% YOY	$1.4B up 62% YOY	6.1% up 220 basis points YOY	Achieved $0.8Bin cost and revenue synergies,ahead of target.

DRIVING FREE CASH FLOW CONVERSION		CREATING LONG TERM VALUE FOR STOCKHOLDERS
Cash Flow from Operations	Free Cash Flow *	Returned $3.3B in cash to stockholders through dividends and share buybacks

$1.8B	$1.2B

* Adjusted operating income, adjusted operating margin and free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in this Proxy Statement as Annex A.

Our annual and long-term incentives are directly tied to our financial priorities of revenue growth, increasing margins, cash generation, and total shareholder return. In 2018, we made great strides in ~~setting pay. We target compensation at the 50~~^th ~~percentile~~many of ~~an appropriate peer group~~these areas.



REVENUE GROWTH	INCREASED MARGINS	CASH GENERATION
Delivered strong growth in short-cycle businesses by capturing market opportunities. Rebuilt equipment backlog in long-cycle businesses to position BHGE for growth in 2019.	Expanded adjusted operating income by 62% and grew margin rates by 220 basis points. The growth was driven by higher volume, synergies, and continued productivity.	Strong results throughout the year were driven primarily by working capital optimization initiatives and process improvements.


$22.9B Revenue	$1.4B Adjusted Operating Income *	$1.2B Free Cash Flow *
* Adjusted operating income and free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in this Proxy Statement in Annex A.

Despite these accomplishments and progress towards our long-term and strategic objectives, our stock price declined in line with ~~the potential upside~~general downturn of the 75market; however, it remained above many peers in our industry. For the year, our stock price was down 32% while the OSX index was down 46%. We intend to continue measuring our stockholder returns relative to our competitive peers and strive for above-market returns.

BHGE 2019^thProxyStatement ~~percentile based on performance.~~ | 30

Highlights of 2018 Compensation Decisions

The ~~Committee uses~~Company continued to reinforce market-aligned and pay for performance elements of its compensation programs.



KEY COMPENSATION DECISIONS
	NEO BASE SALARY REMAINED FLAT FOR 2018	Pg 32
	APPROVED OVERALL PAYOUT OF 2018 ANNUAL BONUS BELOW TARGET	Pg 33
	AWARDED ANNUAL LONG-TERM INCENTIVE GRANTS WITH 50% PSU WEIGHTING AND AN EMPHASIS ON OUTPERFORMING THE MARKET	Pg 35
	ADJUSTED THE COMPENSATION REFERENCE GROUP	Pg 40

Additionally, in light of the ~~comparative data as a reference point in exercising judgment about compensation types and amounts. The use~~unique circumstances associated with reduced ownership of ~~Reference Group proxy data and published survey data in both the general industry~~our majority stockholder and the ~~energy industry (collectively,~~impact of GE's stock price decline on BHGE and the ~~“Survey Data”) satisfies~~NEOs trailing incentive arrangements, the ~~need~~ Board determined it was in the Company’s best interest to grant an out-of-cycle equity award to certain key leaders. See section "2018 Special Performance and Retention Awards" on page 37for ~~both statistical validity~~more detail.

Compensation Features and ~~industry factors.~~Governance

As we focus on creating a best in class compensation program that aligns with our key objectives and our stockholders' long-term interests, we have adopted a number of practices that guide our program. The ~~Reference Group data is used to assess~~following table highlights the ~~competitive market value for executive jobs, assess pay~~best governance practices ~~validate targets for pay plans, test~~that we employ and the poor practices that we avoid when setting our compensation ~~strategy, observe trends, and provide a general competitive backdrop for decision making.~~program.



WHAT WE DO		WHAT WE DON'T DO
Pay for performance		No hedging or pledging of Company stock
Align executive compensation with stockholder returns through long-term incentives		No backdating or repricing of stock option awards
Include clawback provisions		No excessive perquisites
Engage an independent compensation consultant		No dividend equivalents paid on unearned restricted stock units
Mandate "double-trigger" provisions for change-in-control scenarios		No gross-ups in new executive arrangements

BHGE 2019ProxyStatement | 31



					Total Direct Compensation ~~Reference Group~~
		~~30 companies - Blend of General Industry, Capital Intensive, and Global Oil & Gas Peers~~
		ž ~~3M Company~~for NEOs	ž ~~Fluor Corporation~~	ž ~~Phillips 66~~
		ž ~~AECOM~~	ž ~~General Dynamics Corporation~~	ž ~~Raytheon Company~~
		ž ~~Caterpillar Inc.~~	ž ~~Halliburton Company~~	ž ~~Schlumberger Limited~~
		ž ~~ConocoPhillips~~	ž ~~Honeywell International Inc.~~	ž ~~Tesoro Corporation~~
~~Compensation~~	ð	ž ~~Cummins Inc.~~	ž ~~International Paper Company~~	ž ~~The Boeing Company~~
		ž ~~Deere & Company~~	ž ~~Johnson Controls International plc~~ž	ž ~~The Dow Chemical Company~~
		ž ~~Devon Energy Corporation~~	ž ~~Marathon Petroleum Corporation~~	ž ~~United Parcel Service, Inc.~~
		ž ~~E. I. du Pont de Nemours and Co.~~	ž ~~National Oilwell Varco, Inc.~~	ž ~~United Technologies Corporation~~
		ž ~~Eaton Corporation plc~~	ž ~~Occidental Petroleum Corporation~~	ž ~~Valero Energy Corporation~~
		ž ~~FedEx Corporation~~	ž ~~PACCAR Inc~~	ž ~~Weatherford International Ltd.~~
		~~Used to identify and compare executive pay practices such as pay mix, levels and magnitude, competitiveness, prevalence of long-term incentive vehicles, pay-for-performance plans, etc.~~

~~Performance “Peer Group"~~

In October 2017, the BHGE Compensation Committee evaluated alternatives to determine how to best assess company performance and associated compensation. While the BHI Performance Peer Group was comprised solely of the four oilfield service companies, the BHGE Performance Peer Group is broader, based on the companies in the OSX index plus TechnipFMC to align with the wider portfolio of BHGE. Because of the technical nature of the industry, cyclical nature of the markets, high labor needs and capital requirements, these oilfield service companies provide the best competitive comparison for benchmarking performance over the long-term to determine payouts in awards such as performance share units.



		~~Peer Group~~
		~~16 companies based on the OSX index plus TechnipFMC~~
		ž ~~Bristow Group, Inc~~	ž ~~Nabors Industries Ltd.~~	ž ~~TechnipFMC~~
		ž ~~Core Lab NV~~	ž ~~National Oilwell Varco, Inc.~~	ž ~~Teekay Tankers CL A~~
~~Performance~~	ð	ž ~~Diamond Offshore Drilling, Inc.~~	ž ~~Oceaneering International, Inc.~~	ž ~~Transocean Ltd.~~
		ž ~~Golar LNG Ltd.~~	ž ~~Oil States International Inc.~~	ž ~~Weatherford International Ltd.~~
		ž ~~Halliburton Company~~	ž ~~Rowan Companies, plc~~
		ž ~~Helmerich & Payne, Inc.~~	ž ~~Schlumberger Limited~~
		~~Used to compare performance in order to determine long-term incentive plan results.~~

~~BHGE 2018 Proxy Statement~~ ~~| 32~~

We use traditional compensation elements of base salary, annual short-term incentives, long-term incentives, and employee benefits to deliver both attractive and competitive rewards to our executives. Collectively, these elements comprise total direct compensation. We benchmark both compensation and Company performance in evaluating the appropriateness of our pay practices. Our executive pay decisions are made by the Compensation Committee of our Board of Directors and reviewed with the full Board of Directors. We target the market median for base salary, short-term incentives, and long-term incentives.

~~Components~~2018 Target Total Direct Compensation

Our executive compensation program emphasizes performance-based compensation tied to increases in BHGE stock price and drives strategic imperatives. Approximately 89% of Mr. Simonelli’s target total compensation is performance-based and at risk, while the other NEOs have an average of 82% performance-based and at risk compensation.

Our NEOs' target compensation for 2018 consisted of the ~~Executive~~components described below:



CEO				OTHER NEOs
	11%	BASE SALARY		18%
	17%		Purpose
		Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.		18%
	72%	PERFORMANCE-BASED SHORT-TERM INCENTIVE
			Purpose	64%
		Annual cash incentive program designed to motivate our executives to achieve annual financial goals and other business objectives and reward them accordingly.
		Metrics
		Revenue, Operating Income, Free Cash Flow, and Strategic Priorities
		LONG-TERM INCENTIVE
			Purpose
		Annual equity incentive awards designed to further align the interests of our executives with those of our shareholders by facilitating significant ownership of BHGE stock by the officers.
		Metrics
		50% Performance Share Units—Relative TSR, Relative ROIC—3 Year Cliff Vesting 25% Restricted Stock Units—3 Year Ratable Vesting 25% Stock Options—3 Year Ratable

Base Salaries

Key Action - no salary increases for NEOs in 2018: While considering our position versus market benchmarks and other recent compensation actions, the Compensation ~~Program~~Committee determined that salary increases for the NEOs were not appropriate in 2018. The Company did however provide broad-based salary increases to other employees globally.

The Compensation Committee reviews, on an annual basis, each compensation element for the PEO and each of the Senior Executives. The Compensation Committee is responsible for reviewing and approving the Company's goals and objectives relative to the PEO's compensation, evaluating the PEO's performance in light of such goals and objectives, and determining the PEO's compensation level based on this evaluation and other relevant information. When reviewing compensation for the Senior Executives, the Compensation Committee balances the Senior Executive's scope of responsibilities and experience against competitive compensation levels.

In addition, each year the PEO presents to the Compensation Committee his evaluation of each of the other Senior Executives, which includes a review of each Senior Executive's contributions and performance over the past year, strengths, development needs, and succession potential. The PEO makes no recommendations to the Compensation Committee regarding his own compensation. Following this presentation and a review of the Survey Data, the Compensation Committee makes its own assessments and approves compensation for each Senior Executive.

~~Base Salaries~~

~~Generally, the~~ Compensation Committee targets the market median of the Reference Group (as described below) for the base salaries of our ~~Senior Executives.~~executive officers, including the NEOs. Typically, when considering an adjustment to a ~~Senior Executive's~~NEO's base salary, the Compensation Committee reviews the ~~Survey Data~~survey data and evaluates the ~~Senior Executive's~~NEO's position relative to the market, ~~his/~~his or her level of responsibility, ~~and~~ experience, ~~as well as~~and overall performance. The Compensation Committee also considers the ~~Senior Executive's~~NEO's success in achieving business objectives, promoting our ~~culture~~cultural pillars and keys to success, improving health and safety, demonstrating leadership, and achieving specific individual performance goals.

In determining ~~base salaries,~~global salary budgets, the Compensation Committee also considers the ~~Company's continuing achievement of its short and long-term goals including:~~

~~Financial~~financial performance of the Company

~~Effective~~ and effective execution of the strategy approved by our Board of ~~Directors~~

~~Leadership capability~~

Upon the formation of BHGE in July 2017, the BHGE Compensation Committee reviewed and approved the compensation packages of each BHGE NEO. The full Board also reviewed and approved these packages. The base salary for the BHGE NEOs, as well as the former BHI Senior Executives, for 2017 were as follows:

Senior Executives
BHI 2017
Salary Increase
BHI 2017
Annual Salary ⁽¹⁾
(Post Increase)
BHGE 2017
Annual Salary ⁽²⁾
Lorenzo Simonelli N/A N/A $1,400,000
Brian Worrell N/A N/A $850,000
Belgacem Chariag 3 % $772,500 $780,000
Derek Mathieson 3 % $659,200 $690,000
William D. Marsh 3 % $592,250 $625,000

Martin S. Craighead 3 % $1,287,500 N/A
Kimberly A. Ross 3 % $824,000 N/A
Arthur L. Soucy 3 % $669,500 N/A
Richard L. Williams 3 % $618,000 N/A
_________
(1) The BHI 2017 salary increases were effective April 2017.
(2) The BHGE 2017 salaries were effective July 2017.

Directors.

BHGE ~~2018~~ 2019ProxyStatement | 33 32

Short-Term Incentive Compensation

Key Action: The Compensation Committee approved the Company-wide, overall payout of the 2018 annual short-term bonus below target based on achievement of financial metrics (weighted 70%) and achievement of strategic priorities (weighted 30%).

The short-term incentive compensation programs are designed to provide ~~Senior Executives~~executive officers with the opportunity to earn cash bonuses based on the achievement of specific Company-wide, business unit, functional and individual performance goals. The short-term incentive compensation opportunity is determined using two factors: achievement of pre-determined financial goals and achievement of strategic priorities. Greater weight is placed on the financial component which is the formula-based ~~financial~~ component of the short-term incentives, ~~which is~~ consistent with the Company's goal of providing a meaningful link between compensation and Company performance.

~~2017 Short-Term Incentive Targets for Senior Executives~~

At BHI, the short-term incentive target for each Senior Executive was reviewed by the Compensation Committee each year and set based on the market median of the Survey Data, the individual contribution level, the potential of each individual executive, as well as a view toward internal equity. At BHGE, all Senior Executives, except the PEO, have a common short-term incentive target of 100% to reinforce rewards for shared enterprise goals. For 2017, the incentive target percentages for Messrs. Mathieson and Marsh increased due to each individual's appointment as a BHGE Executive.

Senior Executives
BHI STI
Target % of Base Salary (Jan - June)
BHGE STI
Target % of Base Salary (July - Dec)
Lorenzo Simonelli N/A
150 %
Brian Worrell N/A
100 %
Belgacem Chariag 100 % 100 %
Derek Mathieson 80 % 100 %
William D. Marsh 75 % 100 %

Martin S. Craighead 120 % N/A
Kimberly A. Ross 100 % N/A
Arthur L. Soucy 75 % N/A
Richard L. Williams 60 % N/A

~~2017 Overview~~

Due to the Transactions, the performance period for the short-term incentive was divided into two performance periods rather than the normal annual performance period. The BHI performance period was from January 1 - July 3 (1H) and the BHGE performance period was from July 4 - December 31 (2H).

~~1H 2017 for BHI~~

In February 2017, the BHI Compensation Committee approved annual financial and strategic goals for the 2017 short-term incentive program. The Transactions closed on July 3, 2017 before those goals could be completed, and the change in control provisions within the BHI Annual Incentive Plan (“BHI AIP”) provided that the goals be deemed met at target for all BHI bonus eligible employees globally. Accordingly, a bonus was paid at target for all BHI AIP participants, as prorated (in accordance with the BHI AIP) based on the number of full or partial months in 2017 that preceded the closing of the Transactions.

~~BHGE 2018 Proxy Statement~~ ~~| 34~~

~~The table below summarizes the metrics and goals that were set for the 2017 BHI short-term incentive program.~~

BHI 2017 Threshold (25%) Target (100%) Over Achievement (200%)
Financial Metrics (60% weight) EBIT Margin 3.5% 5% 6.5%
Revenue Growth 2% 2.8% 3.6%
Working Capital -2.7% -3.9% -5.1%
Strategic Goals (40% Weight)
Safety
Full Support of the pending merger with GE O&G
Operations and Compliance
Technology and Innovation
Leadership

~~Final 1H BHI 2017 Short-term Incentive Payout~~

~~The following payments were made to the legacy BHI NEOs for the first half of 2017 at Target in accordance with the change in control provisions of the BHI AIP.~~



~~Senior Executives~~	~~BHI AIP~~ ~~Bonus Payout~~ ~~(January - July 2017)~~
~~Martin S. Craighead~~	~~$892,163~~
~~Kimberly A. Ross~~	~~$475,821~~
~~Belgacem Chariag~~	~~$446,082~~
~~Derek Mathieson~~	~~$304,525~~
~~William D. Marsh~~	~~$256,497~~
~~Arthur L. Soucy~~	~~$289,953~~
~~Richard L. Williams~~	~~$214,119~~

~~2H 2017 for BHGE~~

Following the formation of BHGE in July 2017, the BHGE Compensation Committee, with approval from the full Board, established a bonus design with financial and strategic goals for the second half of 2017 under the BHGE Executive Officer Short-Term Incentive Compensation Plan and the broad-based plan. Internally, the bonus is referred to as the "Fullstream Incentive Plan".

Key BHGE design features are as follows:

Formulaic, financial metrics weighted at 70% of the bonus that may payout up to 150% of target; and

Strategic goals weighted at 30% of the bonus that may payout up to 200% of ~~target~~target.

In January 2018, the Compensation Committee, with approval from the full Board of Directors, approved a bonus design with financial and strategic goals under the BHGE Executive Officer Short-Term Incentive Compensation Plan and the broad-based employee plan. Internally, the bonus is referred to as the "Fullstream Incentive Plan."

Quantitative and qualitative performance goals under the Strategic Blueprint are set with input from the Board of Directors to add focus to other priorities including safety, execution, technology, leadership, and stockholder returns.

~~BHGE 2018 Proxy Statement~~ ~~| 35~~



OVERALL WEIGHTING	FINANCIAL METRICS
	1. Adjusted revenue—adjusted for foreign exchange & M&A activity 2. Adjusted operating income—adjusted for restructuring & other changes 3. Adjusted free cash flow—adjusted for material unusuals



	STRATEGIC BLUEPRINT PRIORITIES
	1. Safety & Compliance 2. Execution 3. Technology & Innovation	4. Leadership 5. Shareholder returns

Bonus Based on ~~BHGE~~ Financial Metrics

~~For 2H 2017, the BHGE bonus included four~~The Compensation Committee approved three equally weighted financial metrics, ~~that were equally weighted:~~ (1) Adjusted Revenue, (2) Adjusted ~~EBIT,~~Operating Income, and (3) Adjusted Free Cash Flow, as a measure of managements' overall success in executing BHGE's strategies and ~~(4) Synergies.~~initiatives. The ~~BHGE~~ Compensation Committee also approved ~~three~~ performance levels with respect to the achievement of the financial metrics: (1) Threshold, (2) Target, and (3) Maximum.

The table below represents each of the ~~targets~~performance levels and the associated achievement.



BHGE 2018 FINANCIAL GOALS (70% WEIGHT)	~~BHGE 2H 2017~~	~~Threshold~~THRESHOLD (50%)	~~Target~~TARGET (100%)	~~Over Achievement~~MAXIMUM (150%)	~~Results~~RESULTS
~~Financial Metrics (70% weight)~~	Adjusted Revenue ($B)	$~~11.4B~~21.9B	$~~12.0B~~23.6B	$~~12.7B~~25.3B	$~~11.2B~~23.3B
	Adjusted ~~EBIT~~Operating Income ($B)	$~~0.9B~~1.5B	$~~1.2B~~1.8B	$~~1.6B~~2.0B	$~~544MM~~1.4B
	Adjusted Free Cash Flow ($B)	$~~1.0B~~0.64B	$~~1.4B~~0.8B	$~~1.7B~~1.0B	$~~962MM~~
	~~Synergies ($MM EBIT)~~	~~$75MM~~	~~$105MM~~	~~$135MM~~	~~$119MM~~0.9B
* Adjusted revenue, adjusted ~~EBIT~~operating income and adjusted free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in this Proxy Statement in Annex C.A. Note: Revenue result adjusted for foreign exchange and revenue and free cash flow results adjusted for a material down payment.

~~For 2H 2017, the threshold level performance for three of the four metrics was missed and therefore no payout was earned on those three metrics. We~~

BHGE 2019ProxyStatement | 33

BHGE exceeded the target for the ~~synergy realization metric.~~Adjusted Free Cash Flow metric, delivered just below target on Adjusted Revenue, and just missed the threshold level of performance for Adjusted Operating Income. The overall achievement of the financial metrics was ~~30.5%~~74.3% of ~~Target.~~target.

Bonus Based on ~~BHGE~~ Strategic ~~Goals~~Blueprint Priorities

While the financial metrics reward ~~Senior Executives~~executive officers for the achievement of specific formulaic measures, the Compensation Committee approved “Strategic Blueprint” ~~goals~~priorities for the ~~Senior Executives~~executive officers to reward them based upon the Compensation Committee's assessment of the achievement of specific performance goals that are critical to the execution of the Company's strategy, but may or may not be formulaic in nature. These Strategic Blueprint priorities consist of the following performance objectives: (1) safety and compliance; (2) execution; (3) technology and innovation; (4) leadership; and (5) shareholder returns.

The maximum funds available for the payment of bonuses related to the Strategic Blueprint ~~goals~~priorities may not exceed 2two times the ~~respective~~weighted targets for ~~all participants.~~any participant. In determining the bonus amounts, the achievement of (or failure to achieve) the financial performance goals is not a factor that is considered by the Compensation Committee.

The Compensation Committee assesses the ~~PEO's~~CEO's performance relative to the established performance goals for the period and determines if a payout will be made to the ~~PEO.~~CEO. The same process is conducted for the other ~~Senior Executives~~NEOs with the addition of taking ~~into account~~ the recommendations of the ~~PEO.~~CEO into account, as he is able to evaluate the other NEOs based on his daily interactions with them. The Committee carefully considers all of the factors influencing the results and the ~~Senior Executive's~~NEO's performance impacting those ~~results~~.

~~BHGE 2018 Proxy Statement~~ ~~| 36~~

results.

The Compensation Committee considered the achievement for the Strategic Blueprint ~~goals~~priorities below for ~~2H 2017:~~2018 and provided the following assessments on each priority:



PERFORMANCE COMPONENT	2018 PERFORMANCE EXPECTATION	ACHIEVEMENTS
~~Performance Component~~	~~2H 2017 Performance Expectation~~	~~Achievements~~	~~Assessment of Performance for 2H 2017~~
~~Safety~~SAFETY & ~~compliance~~ COMPLIANCE	—Improvement ~~over baseline Health, Safety and Environment (HSE)~~in HSE metrics versus 2017 ~~Strong~~—Compliance first culture	—Delivered 20% improvement in perfect day trending; Recordable incidents down 24% —Overall Improvement in key HSE metrics … drove increase in HSE and compliance culture through leadership site visits, continued employee education and ~~processes~~training 2018 Assessment: Met Expectations
EXECUTION	—Grow faster than the market —Drive margin rate accretion —Structural cost reduction —Drive cash performance	~~Implemented~~—Grew revenue in Oilfield Services faster than the ~~perfect HSE day program across BHGE. Achieved 72 Perfect days since July 3, quarterly pace~~rig count both overall and internationally. —Margin rate expanded 220 basis points year over year. —Delivered approximately $800 million in synergy benefits. —Free cash flow of $1.2B, up $2.5B year-over-year, improved ~~by 40%~~operational cash metrics (DSOs, DPOs, Inventory Turns). ~~Integrated compliance teams, processes and culture and initiated open reporting across BHGE.~~2018 Assessment: Met Expectations	~~Exceeded Objectives~~
~~Execution~~ TECHNOLOGY & INNOVATION	~~On time delivery improvements and supply chain excellence~~—Launch new business models ~~Drive free cash flow generation, working capital improvement and capital expenditure synergies~~—New product launches	~~Product management excellence, invest in~~—Drove significant progress on key new ~~product introduction (NPI) and product cost-out execution~~products commercialization to enable continued technology leadership.	~~Drove overall inventory improvement in the 4~~—Launched Aptara^thTM ~~quarter 2017. Cost of quality in line with expectations.~~Subsea product family; opened Digital Solutions customer centers for technology demonstrations. ~~Generated $(0.8)B~~2018 Assessment: Met Expectations
LEADERSHIP	—Active management of ~~free cash flow in 2H’17. Free cash flow would have been $1B excluding the impact from ending monetization and restructuring cash outflow. Drove overall inventory reduction.~~GE optionality ~~Launched Nova LT within Turbomachinery segment, TerrAdapt within OFS segment, and various other critical product launches across the portfolio.~~	~~Met Objectives~~
~~Technology & innovation~~	~~Deliver on fullstream potential and win key projects. Execute plan revenue synergies by 2020~~—Digital leadership ~~Finalize Digital~~—Employee engagement	—Signed new commercial & technology agreements with GE, executed secondary offering and ~~win~~buyback to reduce GE’s ownership to approximately 50.4%. —Strong execution on BHGE Digital, as well as on digital contracts to deliver margin expansion within the year. —Launched key ~~deals. Strengthen partner ecosystem~~internal career and talent initiatives for development and retention ~~Develop innovative business models~~	~~Signed key fullstream deals of Twinza Oil Limited and Zohr in Egypt, both of which involve multiple product lines of BHGE.~~ ~~Signed largest ever digital deal with a key international customer for $0.3B of orders.~~ ~~Developed multiple business models for launch in 2018.~~	2018 Assessment: Exceeded ~~Objectives~~
~~Leadership~~Expectations	~~Integrate best of both cultures and develop & retain domain leaders~~ ~~Simplify organization, reduce spans & layers and drive digital competence~~	~~Cultural integration on track, culture included in performance development plans for 2018, multiple cultural sessions held across the sites.~~ ~~Drove organizational efficiency through actions to reduce layers and increase span.~~	~~Met Objectives~~
~~Shareholder Returns~~	~~Strong shareholder return~~ ~~Optimize capital structure~~ ~~Realize synergies and develop pipeline~~	~~BHGE stock down since close.~~ ~~Launched and executed capital allocation strategy, bought back $501MM shares in 4Q’17.~~ ~~Exceeded planned synergies for 2017.~~	~~Did not Meet Objectives~~

When determining the funding pool for the Strategic Blueprint bonus, the Compensation Committee considered the achievement of the performance goals above as well as the additional accomplishments of the Senior Executives. Despite the continued downturn in the market and the challenges related to the integration, Senior Executives reorganized the Company following the closing of the Transactions and launched our vision and strategy pillars for BHGE.

Based on these considerations, the Compensation Committee determined that Senior Executives exceeded the 2H 2017 strategic goals and approved a funding pool of 120% of target. This also funded the pool for individual goal achievement for all bonus eligible employees at 120% of target. The maximum overall and individual payout is 200% of target.

BHGE ~~2018~~ 2019ProxyStatement | 37 34



PERFORMANCE COMPONENT	2018 PERFORMANCE EXPECTATION	ACHIEVEMENTS
SHAREHOLDER RETURNS	—TSR in line with peer group —Execution on capital allocation —Active portfolio management	—BHGE share price down 32% in 2018, but outpacing OSX index by 14 points. BHGE Enterprise Value to EBITDA multiple contracted in 2018. —Executed multiple dispositions to re-focus portfolio. —Continued focus & improvement needed in ROIC. 2018 Assessment: Did Not Meet Expectations

The Compensation Committee may apply judgment to decrease or increase the payout associated with the Strategic Blueprint priorities for each business unit, and for each NEO as well. In determining individual payout for each business unit and NEO under the Strategic Blueprint portion of the annual incentive, the Compensation Committee considered the individual achievement of the Company's goals and in his or her areas of direct responsibilities and the magnitude of those contributions relative to the benefit of the Company.

For Mr. Simonelli, the Compensation Committee recognized the strong results BHGE achieved against 2018 objectives, despite challenges of the pending separation from GE and the continued downturn in the market. The Compensation Committee also considered Mr. Simonelli's exemplary leadership in the short time since BHGE was formed to reinforce a culture of safety and compliance, build a streamlined organization to enhance integrated and differentiated solutions for customers, deliver deeper synergies, and support growth opportunities across the products and regions that have positioned BHGE well for long-term growth.

Mr. Simonelli also made recommendations to the Compensation Committee on the payouts for his team, including the NEOs, based on their results, leadership, and contributions in 2018, but was not involved in discussions regarding his own bonus payout.

Final ~~2H BHGE 2017 Short-term~~2018 Short-Term Incentive Payout

The ~~BHGE~~ Compensation Committee ~~awarded~~approved an overall bonus payout under the ~~following payments~~Fullstream Plan of 95% of target for Mr. Simonelli and 67% to 94% of target for the ~~BHGE~~other NEOs.

The table below represents the 2018 target and actual payout for each of the NEOs based upon the established financial and strategic metrics ~~for the second half of 2017~~ described above.

BHGE Bonus Payout (July - December 2017)
Senior Executives
Financial Goals Payout
(30.5% of Target; 70% Weight)
Strategic Goals Payout
(120% of Target; 30% Weight)
Total
(57% of Target)
Lorenzo Simonelli $226,017 $381,107 $607,124
Brian Worrell $91,484 $192,861 $284,345
Belgacem Chariag $69,806 $94,164 $163,970
Derek Mathieson $61,751 $104,124 $165,875
William D. Marsh $55,934 $94,315 $150,249



NAME	TARGET BONUS	ACTUAL BONUS	% OF TARGET
Lorenzo Simonelli Chairman, President and CEO	$2,100,000	$2,000,000	95%
Brian Worrell Chief Financial Officer	$850,000	$800,000	94%
Maria Claudia Borras President & CEO - OFS	$780,000	$725,000	93%
Roderick Christie President & CEO - TPS	$645,149	$430,000	67%
Derek Mathieson Chief Marketing and Technology Officer	$690,000	$510,000	74%

Long-Term Incentive Compensation

Key Action: Awarded annual long-term incentive grants with an emphasis on out-performing the market. With the intention of rewarding strong performance, the Compensation Committee granted 50% of the NEOs annual long-term incentives during the annual 2018 grant cycle in the form of performance share units based on relative TSR and ROIC versus the Company's Performance Peer Group measured over a performance period of 2018 - 2020.

Key Action: Granted targeted one-time performance and retention awards: Based on the need to solidify the senior leadership team to deliver strategic commitments and the uncertainty associated with the reduced ownership of our majority stockholder, the Compensation Committee granted one-time awards. These awards were made up of

BHGE 2019ProxyStatement | 35

both PSUs and restricted stock units ("RSUs") to incentivize positive performance. The criteria for the award for our CEO were rigorous compared to market practice with vesting occurring after three and five years and 60% based on absolute TSR targets.

2018 Annual Long-Term Incentive Awards

The long-term incentive program allows ~~Senior Executives~~executive officers to earn compensation based on sustained multi-year financial and/or superior stock price performance. Consistent with our at-risk pay philosophy, long-term incentives comprise the largest portion of ~~a Senior Executive's~~an executive officer's compensation package. Approximately 72% of Mr. Simonelli’s target total compensation is based on long-term incentives, while the other NEOs have an average of 64% based on long-term incentives.

A primary objective of the long-term incentive plan is to align the interests of ~~Senior Executives~~executive officers with those of our stockholders. The Compensation Committee determines the total grant date value of long-term incentives to be granted to the ~~Senior Executives~~executive officers as well as the form of long-term incentive compensation vehicles to be utilized. The awards granted to ~~Senior Executives~~executive officers by the Compensation Committee vary each year and are based on factors such as the demand for talent, cost considerations, the performance of the Company, the ~~Senior Executive's~~executive officer's performance, competitive compensation information including ~~the Survey Data,~~compensation survey data, and total compensation package as well as other factors the Compensation Committee deems critical to achieving the Company’s business objectives.

~~Restricted Stock Unit Awards~~

RSUs provide Senior Executives the opportunity for capital accumulation and a more predictable long-term incentive value than is provided by stock options or performance units. Additionally, RSUs are intended to aid in the retention of Senior Executives through the use of a vesting schedule (generally one-third increments annually after the grant date).

~~Stock Options~~

Stock options provide Senior Executives with the opportunity to purchase our stock at a price that is fixed on the grant date regardless of future market price. Stock options are generally awarded once a year in January and generally vest and become exercisable in one-third increments annually after the grant dates. We set the exercise price for each stock option equal to the closing market price of a share of our stock on the NYSE on the grant date. Additional information on these grants, including the number of shares subject to each grant, is also shown in the Grants of Plan-Based Awards Table.

~~Performance Share Units~~

PSUs are designed to motivate the Senior Executives to achieve certain specific Company long-term performance goals during a three-year period. Performance units (settled in stock) are awards of a conditional number of shares granted based on a set target value. The final number of shares our Senior Executives may receive under the program depends on how well we perform against the specified peer group with respect to specified performance goals established by the Compensation Committee.

~~1H 2017 for BHI~~

In January 2017, the BHI Compensation Committee approved long-term incentive award grants to BHI Senior Executives that were comprised of 50% performance-based RSUs with three-year cliff vesting and 50% service-based RSUs with three-year ratable vesting. These awards were based on the Company’s ranking on revenue growth and return on capital versus peers for the 2017 - 2019 performance period. Based on the change in control provision in the award agreements, upon the closing of the Transactions, these awards converted to time-based RSUs that will cliff vest on the three-year anniversary

~~BHGE 2018 Proxy Statement~~ ~~| 38~~

~~of the grant date or vest in full if the Senior Executive is involuntarily terminated within 12 months follow the closing of the Transactions on July 3, 2017.~~

~~2H 2017 for BHGE~~

In July 2017, the BHGE Compensation Committee approved long-term incentive award grants to key BHGE Senior Executives. These awards included "Founders Grants" consisting of a mix of stock options and RSUs for key executives. The PEO award was 50% RSUs and 50% Stock Options and the NEO awards were 75% RSUs and 25% Stock Options. Additionally, legacy GE Oil & Gas executives received RSUs referred to as "Mirror Grants" to compensate for annual GE stock awards that had not yet been made in 2017. These awards will vest ratably over three years. BHGE did not grant performance units in 2017 due to the mid-year completion of the Transactions.

~~The “Founders Grants” serve three primary purposes:~~

~~align new BHGE leadership with stockholders;~~

~~increase retention of legacy BHI executives based on gaps due to stock awards that vested on the closing of the Transactions; and~~

address market differences for legacy GE O&G executives in elevated public roles. The chart below sets forth the grant date target values of the long-term incentive awards granted to Senior Executives in 2017.

Senior Executives Target Grant Value of BHI 2017 Long-Term Incentive Annual Grant Target Grant Value of BHGE 2017 Long-Term Incentive "Mirror Grant" Target Grant Value of Special “Founder’s Grant”
Lorenzo Simonelli —
$1,984,500 $9,000,000
Brian Worrell —
$1,036,700 $3,500,000
Belgacem Chariag $3,276,700 —
$3,500,000
Derek Mathieson $2,625,700 —
$2,425,000
William D. Marsh $1,897,400 —
$1,900,000

Martin S. Craighead $10,527,000 —
—
Kimberly A. Ross $3,937,300 —
—
Arthur L. Soucy $2,457,500 —
—
Richard L. Williams $2,519,200 —
—

~~2018 BHGE~~

In January 2018, the Compensation Committee approved ~~performance-based~~long-term incentive awards ~~for Senior Executives~~aligned with ~~50% of~~ the ~~total long-term incentives granted during the annual January 2018 grant cycle~~NEOs target compensation package in the form of 50% PSUs, 25% Stock Options, and 25% RSUs. The PSUs vest upon achievement of performance ~~share units.~~goals after three years and the stock options and RSUs vest one-third each year over three years. The Compensation Committee believes that this split provides a balanced focus on stock price appreciation, the successful achievement of financial results, and aids in the retention of key leaders.



ANNUAL LTI AWARDS	PERFORMANCE SHARES UNITS¹	STOCK OPTIONS¹	RESTRICTED STOCK UNITS¹	TOTAL¹
Lorenzo Simonelli Chairman, President and CEO	$4,500,000	$2,250,000	$2,250,000	$9,000,000
Brian Worrell Chief Financial Officer	$1,750,000	$875,000	$875,000	$3,500,000
Maria Claudia Borras President & CEO - OFS	$1,250,000	$625,000	$625,000	$2,500,000
Roderick Christie President & CEO - TPS	$1,000,000	$500,000	$500,000	$2,000,000
Derek Mathieson Chief Marketing and Technology Officer	$1,212,500	$606,250	$606,250	$2,425,000

¹Amounts above represent rounded target values as of the date of grant, based on the Company's stock price, and differ from the amounts set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table which are computed in accordance with FASB ASC Topic 718.

The PSU design:

Utilizes metrics for relative TSR and relative ROIC;

Delivers any payout that is ~~based upon relative Total Shareholder Return ("TSR") and Return on Invested Capital ("ROIC")~~actually earned at the end of the three-year performance period;

Compares BHGE performance versus the Company's Performance Peer Group ~~during performance periods within 2018~~(OSX Index plus TechnipFMC), as defined below;

Balances stock returns with capital investment returns; and

Provides a payout range from 0% - ~~2020. Any~~150% of the granted units based on actual Company performance.




2018 Performance Shares Units		Relative TSR 50% of Units		Relative ROIC 50% of Units		Percentile Rank (Core Metric)	Payout Multiple⁽¹⁾
2018 Performance Shares Units	ð	— Average Closing Price between Dec 2018 and Dec 2021, including dividends — If TSR is negative payout capped at 100%	+	— 3 Year Absolute Change — 3 Year Cumulative Average	ð	75th Percentile or Greater	150%
Payout Range 0% - 150%						50th Percentile	100%
						25th Percentile	50%
						Below 25th Percentile	0%

¹The number of the PSUs will be ~~delivered at~~determined by straight-line interpolation for performance between the ~~end of~~25th percentile and the ~~performance period ending in 2020.~~

~~The following chart summarizes~~50th percentile and between the ~~2018 LTI vehicle mix.~~

50th percentile and the 75th percentile.

BHGE ~~2018~~ 2019ProxyStatement | 39 36

~~Certain Tax Implications~~2018 Special Performance and Retention Awards

The Compensation Committee generally believes that our core executive compensation program described above is effective and appropriate to link pay and performance and provides adequate incentives to executives. However, in light of ~~Short-Term Incentives~~the unique circumstances associated with reduced ownership of our majority stockholder and ~~Long-Term Incentives~~the impact of GE's stock price decline on BHGE and the NEOs trailing incentive arrangements, the Compensation Committee took actions it believed were necessary to secure the management team critical to delivering results for stockholders.

For ~~compensation arrangements made~~this reason, the Compensation Committee granted out-of-cycle equity awards to some key leaders including our CEO and certain NEOs. The Compensation Committee considered the following business imperatives in making the grant, and setting the terms of the awards:

Solidifying and integrating the senior leadership team required to deliver on the strategic plan commitments

Addressing the uncertainty associated with the reduced ownership of our majority stockholder

The necessity to deliver the near-term synergies our investors are expecting

The need to fulfill the longer-term execution on the fullstream market strategy, and realize the potential of combining the two legacy organizations

The Board believes that Mr. Simonelli’s leadership role during this period was critical, so the criteria applicable to the award granted June 1, 2018 were designed to be rigorous compared to market practices and addressed two primary objectives: performance and retention.

Performance - 60% of the award value is delivered in the form of Outperformance Performance Share Units ("OPSUs"), the value of which is based on both the Company’s absolute TSR and relative TSR over a three-year performance period. If performance goals are achieved, the earned units will vest and payout 50% at the end of three years and 50% after five years. If the Company's TSR per year is 10%, the OPSUs will be earned at the target amount. No OPSUs are earned unless the Company's TSR per year is at least 5% at the end of the three-year performance period.


2.	Retention - 40% of the award value was delivered in the form of RSUs with 50% vesting after three years and 50% vesting after five years, based on continued service.

The table below reflects the OPSU goals and payouts based on absolute and relative TSR performance over the three year period. The number of the OPSUs earned between threshold and target and target and maximum performance will be determined by straight-line interpolation.



PERFORMANCE GOALS	ABSOLUTE TSR (ANNUALIZED)	THRESHOLD	TARGET	MAXIMUM
PERFORMANCE GOALS	ABSOLUTE TSR (ANNUALIZED)	5%	10%	20%
MAXIMUM PAYOUT LEVELS¹ (AS % OF TARGET SHARES)	Relative TSR Below Median	50%	100%	150%
MAXIMUM PAYOUT LEVELS¹ (AS % OF TARGET SHARES)	Relative TSR Above Median	50%	100%	300%
¹If TSR is below median, then the maximum payout is capped at 4x target value. If TSR is above median, then the maximum payout is capped at 6x target value.

The awards for Messrs. Worrell and Christie, and Ms. Borras were granted April, 24, 2018 in the form of 50% relative TSR-based PSUs with a three-year performance period and the same design as the annual award described above and 50% RSUs. At the end of the three-year period, the PSUs will vest to the extent that they are earned based on performance and the RSUs will vest in full.

The table below represents the grant date value of the target number of shares under these awards.

BHGE 2019ProxyStatement | 37



SPECIAL STOCK GRANT	PERFORMANCE-BASED SHARES UNITS	RESTRICTED STOCK UNITS	TOTAL
Lorenzo Simonelli Chairman, President and CEO	$1,800,000	$1,200,000	$3,000,000
Brian Worrell Chief Financial Officer	$750,000	$750,000	$1,500,000
Maria Claudia Borras President & CEO - OFS	$750,000	$750,000	$1,500,000
Roderick Christie President & CEO - TPS	$500,000	$500,000	$1,000,000



Other Elements of Compensation

In connection with the Transactions described under BHGE Ownership Structure, BHGE is developing harmonized benefit plans for employees. For 2018, our employees remained on legacy benefit platforms that were in place prior to ~~November 2, 2017, Section 162(m) of~~ the ~~Internal Revenue Code of 1986, as amended (the “Code”) generally places a limit of $1,000,000 on the amount of compensation that may be deducted~~Transactions, including for some employees, plans sponsored by the Company in any year with respect to the PEO and the other NEOs other than the PFO unless the compensation is performance-based compensation and is an existing binding contract as described in Section 162(m) of the Code and the related regulations.

We generally intend that certain compensation paid to Senior Executives should qualify for deductibility as performance-based compensation under Section 162(m), including certain options and certain other long-term performance-based stock or cash awards granted. We believe there are circumstances where the Company's interests are best served by maintaining flexibility in the manner in which compensation is provided, even if it might be considered non-deductible compensation under the Code.

Note that while our plans were originally designed to comply with the performance-based exception that previously existed under Section 162(m), the Company is considering the extent to which 162(m) applies to our current structure.

~~Employee Benefits~~

~~BHI and~~ GE O&G ~~benefits remained in place for corresponding legacy executives throughout 2017. Each legacy benefit plan offers~~or BHI, respectively. Both GE O&G and BHI offered a variety of health and welfare and retirement programs to all eligible employees. The ~~Senior Executives~~NEOs are generally eligible for the same broad-based benefit programs on the same basis as the rest of our employees who work in ~~the United States.~~their respective countries. Programs that provide different levels of benefits for ~~Senior Executives~~executive officers are noted in the descriptions below, including long-term disability, life insurance, the ~~BHI~~BHGE Supplemental Retirement Plan (the ~~"SRP"~~"BHGE SRP"), the GE Supplementary Pension Plan, the Executive Severance Plan, and financial counseling.

We routinely benchmark our benefits programs against the competitive market and make modifications as we deem appropriate. Outlined below is a summary of legacy benefits provided in 2018 to executives of ~~BHI and~~ GE O&G and BHI respectively. A new set of streamlined executive benefits are currently under consideration and will be phased in as appropriate. All our employees in the U.S. have been enrolled in harmonized BHGE plans as of 2019.

~~BHI~~ Executive Benefits

~~Legacy BHI executives are~~In 2018, legacy GE O&G officers were eligible for ~~BHI~~GE U.S. executive benefits, including Mr. Simonelli and Ms. Borras. Messrs. ~~Chariag, Mathieson,~~Worrell and ~~Marsh. Former BHI NEOs~~Christie were ~~also~~ eligible for ~~these~~benefits consistent with their expatriate assignments. Mr. Mathieson was eligible for legacy BHI executive benefits.

~~Disability~~Life Insurance

The GE plan provided taxable payments to cover premiums for universal life insurance policies for legacy GE O&G NEOs in or from the U.S. These policies include: (1) Executive Life, which provides universal life insurance policies for the NEOs totaling $3 million in coverage at the time of enrollment and increases by 4% annually thereafter; and (2) for Leadership Life, which provides universal life insurance policies for the NEOs with coverage of two times their annual pay (salary + most recent bonus).

The BHI plan provided life insurance and accidental death and dismemberment programs and provide financial protection for employees or their beneficiaries in the event of death. The Company provides life insurance and accidental death and dismemberment coverage at two times pay for executive officers. Executive officers may purchase additional life insurance and accidental death and dismemberment coverage from one to six times pay. All employees have the option of purchasing supplemental life insurance, spouse and child life insurance as well as voluntary accidental death and dismemberment insurance. Various limits apply to each program.

The BHI plan also provided a long-term disability program ~~provides~~with continuation of a percentage of the employee’s base pay up to age 65 if the employee has a qualifying disability lasting longer than 26 weeks. Disability coverage options include Company paid core coverage equal to 50% income replacement or optional buy-up coverage equal to 60% income replacement. ~~Senior Executives~~NEOs receive the buy-up option at no additional cost.

~~Life Insurance and Accidental Death and Dismemberment~~

The BHI life insurance and accidental death and dismemberment programs provide financial protection for employees or their beneficiaries in the event of death. The Company provides life insurance and accidental death and dismemberment coverage at two times pay for Senior Executives. Senior Executives may purchase additional life insurance and accidental death and dismemberment coverage from one to six times pay. All employees have the option of purchasing supplemental life insurance, spouse and child life insurance as well as voluntary accidental death and dismemberment insurance. Various limits apply to each program.

Retirement Plans

GE provides retirement benefits to the legacy GE O&G NEOs, including Messrs. Simonelli, Worrell, Christie and Ms. Borras, under the same GE Pension Plan, GE Supplementary Pension Plan, or U.K. pension plans as applicable, in

BHGE 2019ProxyStatement | 38

which other eligible GE employees participate. A portion of the benefits accrued under these plans was allocated to BHGE based on the NEOs’ service with BHGE since July 2017 in relation to the NEOs’ combined service with GE (i.e., prior to July 2017) and BHGE. The Pension Plan is a funded, tax-qualified plan. The Supplementary Pension Plan (SPP), which increases retirement benefits above amounts available under the Pension Plan, is an unfunded, unsecured obligation of GE and is not qualified for tax purposes.

The U.S. GE Pension Plan and U.K. GE Pension plan are broad-based retirement programs that are closed to new participants. Eligible U.S. employees vest in the U.S. pension plan after five years of qualifying service and the plan also requires employee contributions, which vest immediately.

The GE Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program that was offered to eligible GE O&G U.S.-based executives. For those who became U.S. GE O&G executives prior to January 1, 2011, including Messrs. Simonelli and Worrell, the plan provides an annuity benefit above amounts available under the GE Pension Plan (a “supplementary pension benefit”). For those who became U.S. GE O&G executives on or after January 1, 2011, including Ms. Borras, the plan provides a retirement benefit paid in 10 annual installments (an “executive retirement benefit”). During their service with BHGE, Messrs. Simonelli and Worrell and Ms. Borras have continued to accrue benefits under the GE Supplementary Pension Plan.

The GE Pension Saver arrangement was offered to eligible GE O&G employees in or from the U.K. and provides company contributions based on salary and level. Mr. Christie participates in this benefit.

The BHGE SRP offered to legacy BHI ~~Supplemental Retirement Plan (“SRP”)~~executives in 2018 is a nonqualified defined contribution retirement plan intended to supplement the retirement benefits of a select group of ~~management and~~management. It provides for a basic contribution of 5% of the participant’s elective deferral under the SRP and 5% of the sum of the participant’s base compensation and bonus for the calendar year (whether or not deferred) that exceeds the dollar limit under Section 401(A)(17) of the Code ($~~270,000~~275,000 in ~~2017)~~2018); and the ~~applicable~~

~~BHGE 2018 Proxy Statement~~ ~~| 40~~

~~age-based~~base contribution that would have been made under the BHI Thrift Plan but for the participant’s elective deferral under the SRP or the dollar limit under Section 401(A)(17) of the Code; and the applicable age-based contribution that would have been made under the BHI PensionBHGE 401(k) Plan but for the participant’s elective deferral under the SRP or the dollar limit under Section 401(A)(17) of the Code; plus deemed interest credits based upon the rate of earnings on selected notional investment funds.

~~The amounts of the BHI Thrift~~Executive Severance Plan and BHI SRP contributions and accruals for 2017 for legacy BHI NEOs are included in the Summary Compensation Table (under the All Other Compensation column). The changes in values of the BHI Pension Plan actuarial present values of the accumulated benefits of legacy BHI NEOs are set forth in the Summary Compensation Table (under the Change in Pension Value column).

~~BHI Change in Control Agreements~~

BHI had entered into change in control agreements (“Change in Control Agreements”) with the Senior Executives, as well as certain other Executives. The Change in Control Agreements are described in the Payments Upon a Change in Control section. The BHI Change in Control Agreements that applied to covered Executives who continued with BHGE were terminated in connection with the closing of the Transactions.

As part of the “Stay and Win” packages, BHI NEOs who continued with BHGE waived eligibility for future CIC benefits under the Change in Control Agreements. The "Stay and Win" packages are described below in the Payments Upon Termination section.

~~Legacy GE Oil & Gas Executive Benefits~~

~~Messrs. Simonelli and Worrell are eligible for the following GE O&G executive benefits.~~

~~Life Insurance~~

GE provides taxable payments to cover premiums for universal life insurance policies for legacy GE O&G NEOs. These policies include: (1) Executive Life, which provides universal life insurance policies for the NEOs totaling $3 million in coverage at the time of enrollment and increased 4% annually thereafter; and (2) Leadership Life, which provides universal life insurance policies for the named executives with coverage of 2X their annual pay (salary + most recent bonus).

~~Retirement Plans~~

GE provides retirement benefits to the legacy GE O&G NEOs under the same GE Pension Plan and GE Supplementary Pension Plan in which other eligible GE employees participate. A portion of the benefits accrued under these plans is allocated to BHGE based on the NEOs’ service with BHGE since July 2017 in relation to the NEOs’ combined service with GE (i.e., prior to July 2017) and BHGE. The Pension Plan is a funded, tax-qualified plan. The Supplementary Pension Plan, which increases retirement benefits above amounts available under the Pension Plan, is an unfunded, unsecured obligation of GE O&G and is not qualified for tax purposes.

The GE Pension Plan is a broad-based retirement program that is closed to new participants. Eligible employees vest in the plan after five years of qualifying service. The plan also requires employee contributions, which vest immediately.

The GE Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program that is offered to eligible employees in the executive band and above, including the NEOs, that provides retirement benefits above amounts available under the other GE pension programs. This plan has been closed to new participants since 2011.

harmonized BHGE ~~Executive Benefits~~

~~Harmonized BHGE benefits are being reviewed and benchmarked against the competitive market and will be implemented as internal systems and processes allow.~~

~~BHGE 2018 Proxy Statement~~ ~~| 41~~

~~Executive Severance Plan~~

~~The~~ Executive Severance Plan provides assistance to ~~Executives,~~executive officers, including ~~Senior Executives,~~NEOs, while they seek other employment following an involuntary separation from service. Under the ~~Plan, Executives~~plan, NEOs are eligible for severance of ~~9 to 12~~twelve months of base salary ~~based on their positions in the Company,~~ and outplacement services ~~for 12~~up to twelve months. Our NEOs may also have additional severance benefits through individual agreements or "Stay and Win" agreements, which are described in the Payments Upon Change in Control or Termination ~~section.~~section later in this Proxy Statement.

Financial Counseling

In addition to Company-wide benefits, ~~both BHI and GE O&G provide Senior Executives~~BHGE provides NEOs with elective Company-paid professional financial planning and tax preparation services through a third party. We believe this service improves their understanding of the compensation and benefits programs offered by the Company and serves to maximize the retention and engagement value of our programs. It also allows ~~them~~the NEOs to more fully concentrate on our business success and comply with plan requirements. We do not reimburse executives for taxes paid on income attributable to this benefit.

Indemnification Agreements

We entered into an indemnification agreement with each of our directors and ~~Senior Executives.~~executive officers. These agreements provide that we will indemnify such persons against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expenses incurred as a result of a proceeding as to which they may be indemnified and to cover such persons under any directors' and officers' liability insurance policy we choose, in our discretion, to maintain. These indemnification agreements are intended to provide indemnification rights to the fullest extent permitted in the State of Delaware and are in addition to any other rights the indemnitee may have under the Company's Certificate of Incorporation, Second Amended and Restated Bylaws and applicable law. We believe these indemnification agreements enhance our ability to attract and retain knowledgeable and experienced ~~Senior Executives~~executive officers and directors.

~~Stay and Win Award Agreements~~

As disclosed in Form 8-K filings in 2017, prior to the Transactions, legacy BHI executives Belgacem Chariag, Derek Mathieson, and William D. Marsh accepted "Stay and Win" awards to continue with BHGE which included a waiver by the executive of all rights and claims for any termination payments provided under existing BHI change in control agreements or plans. These awards included a special equity "Founders Grant," a cash retention award, and certain benefits if involuntarily terminated within three years of the Transactions, including:

~~full vesting of Founders Equity Grant RSUs and any outstanding RSUs granted by BHI;~~

~~cash severance payment equal to 18 months of base salary plus any unpaid portion of the cash retention award;~~

~~prorated target bonus; and~~

~~continuation of excise tax gross-up for these executives that will expire at the end of the transition period.~~

The “Stay and Win” awards were offered as an inducement to certain legacy BHI executives by replacing benefits they would have been entitled to under their legacy BHI change in control agreements. While the award letter provides for a continuation of the excise tax gross-up that were included in the legacy BHI change in control agreements, it should be noted that these are the only agreements at BHGE that provide for an excise tax gross-up and that upon their expiration in three years, no employees of the Company will have agreements providing for excise tax gross-ups.

The Founders Grants were made following the closing of the Transactions and consist of equity awards with respect to shares of BHGE Common Stock (with RSUs comprising 75% of the grant and stock options comprising 25% of the grant). The awards vest one-third on each of the first three anniversaries of the grant date. The cash retention awards vest and become payable in three equal installments in January of 2018, 2019 and 2020.

Stay and Win Award Belgacem Chariag Derek Mathieson William D. Marsh
Founders Grant FMV $3,500,000 $2,425,000 $1,900,000
Cash Retention Award $2,250,000 $2,100,000 $1,500,000

BHGE ~~2018~~ 2019ProxyStatement | 42 39



Decision-Making Process and Key Inputs

Compensation Committee Process

Annually, the Compensation Committee reviews each compensation element for the CEO and each of the other NEOs. The independent consultant to the Compensation Committee provides benchmark data based on the established compensation Reference Group, as well as market trends and legislative updates. When reviewing compensation for the NEOs, the Compensation Committee balances each NEO's scope of responsibilities and experience against competitive compensation levels.

Each January, our CEO meets with the Compensation Committee and with the Board to review BHGE's performance for the past year. The review focuses on the financial results and the quantitative and qualitative performance objectives from the Strategic Blueprint priorities. At this time, they also review and approve the short-term incentive goals for the upcoming year and new long-term incentive grants.

At each meeting during the year, the Compensation Committee is engaged on the topics related to leadership and talent development, with one meeting dedicated wholly to a deep-dive review of succession planning for key executive officer roles, including the CEO.

In 2018 our Compensation Committee had five in-person meetings. In addition, the Compensation Committee held a number of telephonic meetings to discuss and review critical integration and transition items related to both executive and broad-based compensation and benefits programs.

Compensation Consultant and Conflict of Interest Analysis

In March 2018, the Compensation Committee formally retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant. FW Cook advised the Compensation Committee on matters related to the executive officer's compensation and general compensation programs, including industry best practices.

In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, the Compensation Committee considered the relationships FW Cook had with the Company, the members of the Compensation Committee and BHGE’s executive officers, as well as the policies that FW Cook had in place to maintain its independence and objectivity, and determined that no conflicts of interest arose from the work performed by FW Cook.

Benchmarking

The high level of competition for executive talent magnifies the need to ensure that our executive compensation programs are appropriately positioned against peer companies. To appropriately benchmark compensation and measure performance, BHGE utilizes two primary benchmarking sources: (1) a Compensation “Reference Group” and (2) a Performance “Peer Group.”

Compensation “Reference Group”

Key Action - Adjusted the compensation Reference Group: In addressing feedback from external stakeholders and responding to BHGE’s current market valuation, the Compensation Committee reviewed the Reference Group and replaced some of the larger companies with more appropriate benchmarks.

In July 2018, the Compensation Committee asked FW Cook to review the appropriateness of the Company’s current Reference Group to validate its composition and evaluate whether it continues to provide an appropriate benchmark for competitive pay analysis. The original BHGE Reference Group was constructed based on pro forma financial scope data. FW Cook proposed adjustments to the Reference Group to align with our current market cap, recognize changes in the market such as mergers and acquisitions, and strengthen external alignment. There are challenges developing a reference group based solely on our industry. The direct industry is small and the majority are significantly smaller in size and scale of operations. Consequently, expansion beyond the direct industry is necessary to maintain a sufficient sample size of suitable comparison companies.

BHGE 2019ProxyStatement | 40

The chart below represents the key criteria that was considered in this review.



	PRIMARY SELECTION CRITERIA
	Similar Business Characteristics: Global scale, engineering, industrial, and technology applications, multiple divisions, logistical complexity, business services, asset/people intensity, mature stage business


	Labor Market Competitors: BHGE’s market for executive talent extends throughout multiple industries

	Scale: Primary – Revenue, Secondary – Market Cap. Generally within a 1/3x to 3x range but larger comparators may be appropriate if the prior criteria are met

As a result of this review, the Compensation Committee approved an adjustment to the Reference Group where eight large companies from the original reference group were replaced with eight general industry companies with appropriate size and scope range. The new Reference Group for BHGE continues to be comprised of 30 companies including industry peers and companies in the broader energy and general industry sectors with similar business characteristics, size, margins, competition for talent, and other key compensable factors. Following on this review and update to the Reference Group, BHGE is positioned at the median for revenue, just below the median for market cap, and our executive compensation is also aligned with the median of the Reference Group.



COMPENSATION REFERENCE GROUP
30 companies - Blend of General Industry, Capital Intensive and Global Oil & Gas Peers
3M Company	EOG Resources, Inc.*	Occidental Petroleum Corporation
Anadarko Petroleum Corporation*	FedEx Corporation	PACCAR Inc.
Caterpillar Inc.	Fluor Corporation	Parker-Hannifin Corporation*
ConocoPhillips	General Dynamics Corporation	Raytheon Company
Cummins Inc.	Halliburton Company	Schlumberger Limited
Danaher Corporation*	Honeywell International Inc.	TechnipFMC plc*
Deere & Company	Illinois Tool Works Inc.*	Textron Inc.*
Devon Energy Corporation	International Paper Company	United Parcel Service Inc.
Eaton Corporation plc	Johnson Controls International plc	United Technologies Corporation
Emerson Electric Co.*	National Oilwell Varco Inc.	Weatherford International plc
Used to identify and compare executive pay practices such as pay mix, levels and magnitude, competitiveness, prevalence of long-term incentive vehicles, and pay-for-performance plans.

* Indicates new company in Compensation Reference Group

The Compensation Committee considers executive compensation at these companies as just one among several factors in setting pay. We target compensation at the 50^th percentile of an appropriate peer group. The Committee uses the comparative data as a reference point in exercising judgment about compensation types and amounts. The use of Reference Group proxy data and published survey data in both the general industry and the energy industry (collectively, the “Survey Data”) satisfies the need for both statistical validity and industry factors. The Reference Group data is used to assess the competitive market value for executive jobs, assess pay practices, validate targets for pay plans, test the compensation strategy, observe trends and provide a general competitive backdrop for decision making.

BHGE 2019ProxyStatement | 41

Performance “Peer Group"

The Compensation Committee assesses Company performance and associated compensation based on the companies in the OSX index plus TechnipFMC to align with the wider portfolio of BHGE. Because of the technical nature of the industry, cyclical nature of the markets, high labor needs, and capital requirements, these oilfield service companies provide the best competitive comparison for benchmarking performance over the long-term to determine payouts in awards such as PSUs.



PERFORMANCE PEER GROUP
16 companies based on the OSX index plus TechnipFMC
Bristow Group, Inc.	Nabors Industries Ltd.	TechnipFMC
Core Lab NV	National Oilwell Varco, Inc.	Teekay Tankers CL A
Diamond Offshore Drilling, Inc.	Oceaneering International, Inc.	Transocean Ltd.
Golar LNG Ltd.	Oil States International Inc.	Weatherford International Ltd.
Halliburton Company	Rowan Companies, plc
Helmerich & Payne, Inc.	Schlumberger Limited
Used to compare performance in order to determine long-term incentive plan results.



Additional Compensation Program Features and Policies

Stock Ownership Guidelines

The BHGE Board of Directors adopted stock ownership guidelines for our ~~Senior Executives~~executive officers to ensure that they have a meaningful economic stake in the Company. The guidelines are designed to satisfy an individual ~~Senior Executive's~~executive officer's need for portfolio diversification, while maintaining management stock ownership at levels intended to be high enough to assure our stockholders of management's commitment to value creation. ~~Senior Executives~~Executive officers are required to hold the number of shares valued at a multiple of their base salary, in the amounts listed below:



ROLE	GUIDELINES
Chairman, President and Chief Executive Officer	6X Base Salary
Chief Financial Officer	3X Base Salary
Other executive officers reporting to the CEO	2X Base Salary

~~A Senior Executive~~An executive officer has five years to comply with the ownership requirement starting from the date of appointment to a position noted above. If ~~a Senior Executive~~an executive officer is promoted to a position with a higher ownership salary multiple, the ~~Senior Executive~~executive officer has five years from the date of the change in position to reach the higher expected stock ownership level but he or she still must meet the prior expected stock ownership level within the original five years of the date first appointed to such prior position. ~~Senior Executives~~Executive officers who have not met the applicable stock ownership level within the time required are required to hold 75% of the net shares acquired from the future ~~exercises~~exercise or ~~vestings through~~vesting of awards received under the Company's equity compensation programs until the ownership levels are met.

The Compensation Committee annually reviews each ~~Senior Executive's~~executive officer's compensation and stock ownership levels to determine whether they are appropriate. In 2018, all of the NEOs were in compliance with the stock ownership guidelines.

~~Clawbacks~~

BHGE 2019ProxyStatement | 42

Risk Assessment

BHGE conducts an annual review of its compensation programs and practices to assess any inherent risks which are reasonably likely to have a material adverse effect on the Company and presents a report to the Compensation Committee to facilitate a discussion. For purposes of this review, risk was defined as any compensation arrangements for all employees, including NEOs, that could motivate behavior that could be reasonably likely to have a material adverse effect on the Company.

The review evaluates certain areas of potential risk and tools for mitigating risk specifically related to compensation. Overall, the Company’s compensation programs are designed to manage risk at appropriate levels and do not include features which encourage behaviors that lead to excessive risk-taking.

Clawback Policy

In 2017, the Company adopted a clawback policy providing the Board ~~may seek~~with the right to request and receive reimbursement ~~from an executive officer if it determines that the officer engaged in~~of performance or incentive compensation for conduct ~~that was~~ detrimental to the ~~company and~~Company which resulted in a material inaccuracy in ~~either our~~the Company’s financial statements or in performance metrics, ~~that affected~~which affect the executive officer’s compensation. ~~If the Board determines that the officer engaged in fraudulent misconduct, it must seek such reimbursement.~~

In cases of detrimental misconduct by an executive officer, the Board may also take a range of other actions to remedy the misconduct, prevent its recurrence, and discipline the individual as appropriate, including terminating the individual’s employment. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.



Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement to be delivered to stockholders.
John G. Rice, Chair	Gregory D. Brenneman	Martin S. Craighead	James J. Mulva

BHGE ~~2018~~ 2019ProxyStatement | 43

~~SUMMARY COMPENSATION TABLE~~

Summary Compensation Table

The following table ~~sets forth~~summarizes the total compensation paid or earned for 2018, 2017, and 2016 by each of the ~~PEO~~NEOs, comprised of our principal executive officer, our principal financial officer and our three other ~~NEOs for services rendered to~~most highly compensated executive officers during the ~~Company for the fiscal years~~year ended December 31, ~~2017, 2016, and 2015.~~2018.

Name and
Principal Position ⁽¹⁾
Year
Salary⁽²⁾
($)
Stock
Awards ⁽³⁾
($)
Option
Awards ⁽⁴⁾
($)
Non-Equity
Incentive Plan Compensation ⁽⁵⁾
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ⁽⁶⁾
($)
All Other Compensation ⁽⁷⁾
($)
Total
($)
Lorenzo Simonelli
President & Chief Executive Officer
2017 700,000
6,480,880
4,499,991
607,124
204,895
156,076
12,648,966

Brian Worrell
Chief Financial Officer
2017 425,000
3,659,679
874,992
284,345
126,479
421,310
5,791,805

Belgacem Chariag
Former Chief Global Operations Officer

2017 768,173
5,900,218
874,992
610,052
208,517
462,635
8,824,587
2016 718,750
4,978,724
—
958,751
24,302
215,347
6,895,874
2015 700,000
2,978,780
—
784,394
10,083
266,524
4,739,781

Derek Mathieson
Chief Marketing & Technology Officer
2017 666,769
4,443,393
606,241
470,400
16,051
307,571
6,510,425
2016 636,308
2,386,968
—
752,013
9,785
156,275
3,941,349
2015 640,000
2,240,011
—
699,819
8,443
184,277
3,772,550

William D. Marsh
Chief Legal Officer
2017 601,394
3,321,663
474,993
406,746
62,067
194,215
5,061,078

Martin S. Craighead
Former BHI Chairman & CEO
2017 737,740
10,675,981
—
892,163
77,683
21,346,607
33,730,174
2016 1,233,173
9,569,977
—
2,185,916
42,293
429,923
13,461,282
2015 1,250,000
9,569,978
—
2,144,063
15,279
552,415
13,531,735

Kimberly A. Ross
Former BHI CFO
2017 438,554
3,937,307
—
475,821
—
6,827,956
11,679,638
2016 800,000
3,579,393
—
1,181,920
9,997
235,535
5,806,845
2015 800,000
3,579,380
—
832,000
8,439
150,856
5,370,675

Arthur L. Soucy
Former President, Products &Technology
2017 356,325
2,457,495
—
289,953
269,061
8,341,611
11,714,445
2016 622,211
4,234,043
—
622,570
56,698
295,816
5,831,338
2015 605,000
2,234,113
—
809,689
11,932
475,730
4,136,464

Richard L. Williams
Former Senior Adviser 2017 328,915
2,519,172
—
214,119
—
7,952,010
11,014,216



NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	STOCK AWARDS ⁽²⁾ ($)	OPTION AWARDS ⁽³⁾ ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ⁽⁴⁾ ($)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS⁽⁵⁾ ($)	ALL OTHER COMPENSATION⁽⁶⁾ ($)	TOTAL ($)
Lorenzo Simonelli Chairman, President & CEO ⁽¹⁾	2018	1,400,000	9,631,365	2,249,996	2,000,000	369,247	309,153	15,959,761
	2017	700,000	6,480,880	4,499,991	607,124	204,895	156,076	12,648,966

Brian Worrell Chief Financial Officer ⁽¹⁾	2018	850,000	4,120,548	874,992	800,000	201,492	437,210	7,284,242
	2017	425,000	3,659,679	874,992	284,345	126,479	421,310	5,791,805

Maria Claudia Borras President & CEO--OFS	2018	780,000	3,375,296	624,998	725,000	110,915	68,293	5,684,502
Maria Claudia Borras President & CEO--OFS
Roderick Christie President & CEO--TPS ⁽⁷⁾	2018	645,880	2,498,603	499,989	430,000	4,299	266,983	4,345,754
Roderick Christie President & CEO--TPS ⁽⁷⁾
Derek Mathieson Chief Marketing & Technology Officer	2018	690,000	1,807,106	606,250	510,000	—	800,891	4,414,247
	2017	666,769	4,443,393	606,241	470,400	16,051	307,571	6,510,425
	2016	636,308	2,386,968	—	752,013	9,785	156,275	3,941,349

____________


(1)	Messrs. Simonelli and Worrell began employment with the Company on July 3, 2017. Messrs. Craighead, Soucy and Williams and Ms. Ross separated employment with BHI on July 3, 2017. Mr. Chariag separated employment with the Company on January 31, 2018.

~~(2)~~

The ~~amounts reflected in the "Salary" column reflect the salary~~compensation for 2017 paid to Messrs. Simonelli and Worrell from July 3, 2017 through December 31, 2017 is for service related to BHGE. Note, their annual salaries were unchanged from 2017 to 2018 as the 2017 annualized salary for each was $1,400,000 and $850,000 respectively. Their annual incentive targets did not change from 2017 to 2018 and the ~~full-year~~amount reflected for 2017 ~~BHI and BHGE salary paid to~~in the ~~other NEOs. The amount for Mr. Craighead also includes fees earned as a BHGE director from July 2, 2017 through December 31, 2017 totaling $52,500.~~"Non-equity Incentive Plan Compensation" was the same 6 month period only.

~~BHGE 2018 Proxy Statement~~ ~~| 44~~

~~(3)~~(2)

The amount reflected in the "Stock Awards" column is the aggregate grant date fair value of stock awards in the form of PSUs, OPSUs, and RSUs granted in the years shown. ~~Generally,~~This value includes one-time special performance and retention awards for Messrs. Simonelli, Worrell, Christie, and Ms. Borras. For RSUs, and PSUs based on relative ROIC, generally the aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award's vesting schedule and does not correspond to the actual value that the ~~named executive~~NEOs will realize from the award. For PSUs and OPSUs based on TSR, the aggregate grant date fair value of the awards made to the NEOs is estimated in accordance with FASB ASC Topic 718. The ~~amount~~estimated fair value of each TSR based grant is established on the date of grant using a Monte Carlo simulation model in a manner that is consistent with generally accepted valuation principles. The value ultimately realized by the executive upon the actual vesting award may or may not be equal to the FASB ASC Topic 718 determined value. For a discussion of valuation assumptions, see “Note 13 - Stock-Based Compensation” of the Notes to Consolidated and Combined Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2018. The value of the 2018 PSUs and OPSUs at the grant date, assuming achievement of the maximum performance level of 150% for PSUs and 300% for OPSUs would be: Mr. ~~Craighead also includes a BHGE RSU granted as a BHGE Director.See the "Grants of Plan Based Awards Table" for additional information.~~

Simonelli -- $11,805,886; Mr. Worrell -- $3,722,526; Mr. Christie -- $2,236,185; Ms. Borras -- $2,986,030; and Mr. Mathieson -- $1,785,961.

~~(4)~~(3)

The amount reflected in the "Option Awards" column is the aggregate grant date fair value of the awards made to the NEOs, computed in accordance with FASB ASC Topic 718. The fair value of each grant is established on the date of grant using the Black-Scholes option-pricing model. The value ultimately realized by the executive upon the actual vesting of the exercise of the stock options may or may not be equal to the FASB ASC Topic 718 determined value. For a discussion of valuation assumptions, see “Note 1113 - Stock-Based Compensation” of the Notes to Consolidated and Financial Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, ~~2017.~~2018.

BHGE 2019ProxyStatement | 44

~~(5)~~(4)

The amount reflected in the "Non-Equity Incentive Plan Compensation" column is the payment earned under our annual bonus ~~program. The amount reflected includes~~program and the ~~BHGE~~amounts for 2017 reflect annual ~~bonus~~incentive paid to Messrs. Simonelli and Worrell ~~for the performance period~~ from July 3, 2017 through December 31, ~~2017 and full-year BHI and BHGE annual bonus payments for the other NEOs. This includes payments made at the closing of the Transactions to BHI NEOs per the Change in Control provision of the BHI AIP.~~2017.

~~(6)~~(5)

This amount reflects the change in the present values of the NEOs’ accumulated benefits under applicable pension plans and above-market earnings on nonqualified deferred compensation. The amount for each of Messrs. Simonelli, and Worrell and Ms. Borras reflects the portion of the change in the present value of ~~his~~ accumulated ~~benefit~~benefits in 2018 under the GE Pension Plan and the GE Supplementary Pension Plan that is allocable to ~~his~~ service with BHGE since July 2017 (i.e., it does not reflect the change in such value that is allocable to ~~his~~ service with GE prior to July 2017). ~~Neither~~The amount for Mr. ~~Simonelli nor~~Christie reflects the change in present value of accumulated benefits under the GE U.K. Pension Plan. Only Mr. ~~Worrell~~Mathieson had ~~any~~ BHGE related compensation ~~deferrals. The other NEOs are participants~~deferrals and participated in the ~~BHI Pension Plan,~~BHGE SRP, ~~or International Retirement Plan ("IRP") accounts,~~ and the values represent changes under those plans since January ~~2017.~~2018. The breakdown is shown in the following table.

Name
Change in Pension Value
$
Above-market Earnings
$
Simonelli 204,895
—
Worrell 126,479
—
Chariag 15,728
192,789
Mathieson 16,034
17
Marsh 16,705
45,362

Craighead 17,027
60,656
Ross (22,428 ) 5,207
Soucy 7,945
261,115
Williams (174,647 ) 10,412



NAME	CHANGE IN PENSION VALUE $	ABOVE MARKET EARNINGS $
Simonelli	369,247	0
Worrell	201,492	0
Borras	110,915	0
Christie	4,299	0
Mathieson	—	—


~~(7)~~(6)	We provide NEOs with other benefits that we believe are reasonable, competitive, and consistent with our overall executive compensation program. The costs of these benefits for ~~2017,~~2018, minus any reimbursements by the NEOs, are ~~show~~shown in the table below.

Name Life Insurance Premiums Company Contributions to Retirement & Savings Plans Financial & Tax Planning Relocation Benefits Relocation Tax Benefits Dividend Equivalents Change in Control Severance Payments Other Total
Simonelli 18,369
—
6,553
131,154
—
N/A
N/A
—
156,076
Worrell 10,078
—
—
166,139
245,093
N/A
N/A
—
421,310
Chariag 6,230
272,591
7,815
N/A
N/A
169,481
N/A
6,518
462,635
Mathieson 5,784
197,347
—
N/A
N/A
102,974
N/A
1,466
307,571
Marsh 5,520
147,527
—
N/A
N/A
35,172
N/A
5,996
194,215

Craighead 4,817
498,919
7,815
N/A
N/A
480,445
20,353,030
1,581
21,346,607
Ross 3,752
210,480
3,000
N/A
N/A
169,033
6,439,891
1,800
6,827,956
Soucy 3,398
154,824
7,815
N/A
N/A
156,626
8,017,330
1,618
8,341,611
Williams 3,279
138,672
7,815
N/A
N/A
115,302
7,685,497
1,445
7,952,010



NAME	LIFE INSURANCE PREMIUMS	COMPANY CONTRIBUTIONS TO RETIREMENT & SAVINGS PLANS	FINANCIAL & TAX PLANNING	RELOCATION BENEFITS	RELOCATION TAX BENEFITS	DIVIDEND EQUIVALENTS	STAY & WIN PAYMENT	OTHER	TOTAL
Simonelli	41,626	11,000	13,193	—	200,347	42,987	—	—	309,153
Worrell	23,915	9,625	21,303	272,659	86,217	23,491	—	—	437,210
Borras	19,857	11,000	—	—	—	15,639	—	21,797	68,293
Christie	—	64,457	—	189,103	—	13,423	—	—	266,983
Mathieson	5,894	77,030	—	—	—	16,484	700,000	1,483	800,891

Life Insurance Premiums: Described under Employee Benefits in this Proxy Statement.

Company Contributions to Retirement & Savings Plans: For ~~legacy GE Oil & Gas executives,~~Messrs. Simonelli and Worrell and Ms. Borras, the values ~~are zero because their 401k contributions were fully matched by GE before the close of the Transactions and transition to BHGE. Otherwise, values would~~ represent ~~employee~~employer matching and base contributions under the GE Retirement Saving Plan. For ~~legacy BHI executives,~~

~~BHGE 2018 Proxy Statement~~ ~~| 45~~

Mr. Christie the values represent employer contributions to the U.K. GE Pension Saver Program. For Mr. Mathieson, the values represent employer matching and employer base contributions that the Company contributed to the ~~BHI Thrift~~BHGE 401(k) Plan that is available to all USU.S. employees and Company contributions to SRP accounts available to USU.S. executives.

Financial and Tax Planning:Expenses for the use of advisors for financial, estate, and tax preparation and planning and investment analysis and advice.

Relocation Benefits: With respect to Messrs. ~~Simonelli~~Worrell and ~~Worrell,~~Christie this column reflects benefits provided to them in connection with their non-permanent assignments to London and Florence, at the Company's request and while employed by ~~BHGE. These~~BHGE.These benefits, which are consistent with those we provide to employees working on non-permanent assignments outside their home countries consisted of cost-of-living adjustments, housing, transportation, utilities, and other destination services.

Relocation Tax Benefits: With respect to Messrs. Simonelli, Worrell, and ~~Worrell,~~Christie this column reflects the cost of Company-provided tax equalization benefits provided to them in connection with their non-permanent assignments for ~~BHGE related~~BHGE-related compensation. Mr. Simonelli relocated to Houston, TX in December 2017 and the values represent trailing benefits with his prior assignment in London, U.K. The amounts reflect the net cost after considering hypothetical taxes that are withheld from their compensation. These benefits are consistent with those we provide to employees working on non-permanent assignments outside their home countries.

Dividend Equivalents: This column reflects payments for dividend equivalents that accrued as quarterly dividends are declared and that are paid when the RSUs vest. This column does not include the value of any Transaction-related payments in respect

BHGE 2019ProxyStatement | 45

of the special dividend of $17.50 paid to all BHI stockholders and upon the vesting of legacy BHI RSU awards because that value is already represented in the grant date value of the RSUs granted.

~~Change~~Stay and Win Payment: As disclosed in ~~Control Severance Payments:~~ ~~This column reflects cash and in-kind benefits that were provided~~Form 8-K filings in 2017, prior to the Transactions, Mr. Mathieson, as a legacy BHI ~~executives upon~~executive, accepted a "Stay and Win" agreement to continue with BHGE. The agreement provided a cash retention award paid in three equal installments over three years, subject to his continued service. The award will continue to vest in 2019 and 2020. In consideration for the award, the agreement included a waiver by the executive of all rights and claims for any termination ~~following the Transactions. It does not include values for accelerated vesting of equity awards, as those grant date values have already been reported. See the "Potential Payments Upon Change~~payments or benefits provided under any then existing BHI change in ~~Control~~control agreements or ~~Termination" for more detail.~~plans.

Other: This column reflects other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of benefits described in this section. These benefits included an annual physical examination for ~~Messrs. Chariag,~~Mr. Mathieson ~~Marsh and the BHI NEOs, travel for Mr. Marsh's spouse~~ and a ~~leased vehicle~~Company car for ~~Mr. Chariag.~~Ms. Borras. The Company discontinued providing cards to executives beginning in 2019.


(7)	Mr. Christie’s compensation is paid in British Pounds. His salary was converted to dollars by using the foreign exchange rate on December 31, 2018 which was 1 British Pound to 1.27 US Dollars.

BHGE ~~2018~~ 2019ProxyStatement | 46

~~GRANTS OF PLAN-BASED AWARDS~~Grants of Plan-Based Awards in 2018

This table discloses the number of PSUs, RSUs, ~~performance stock units,~~ and stock options granted during ~~2017~~2018 and the grant date fair value of these awards. It also sets forth potential future payouts under the Company's ~~non-equity~~equity incentive plans.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾
Estimated Future Payouts Under Performance Based RSUs (#) ⁽²⁾
RSUs ⁽³⁾
(#)
Stock Options⁽⁴⁾
(#)
Stock Option Exercise Price
($/Sh)
Grant Date Fair Value of Awards
($)
Name Grant Date Award Type
Threshold
($)
Target
($)
Maximum
($)
Threshold
($)
Target
($)
Maximum
($)
Lorenzo Simonelli N/A BHGE STI $370,521 $1,058,630 $1,746,740
8/1/2017 Founders Grant 374,687
$35.70 $4,499,991
8/1/2017 Founders Grant 126,050
$4,497,464
8/1/2017 Mirror Grant 55,589
$1,983,416
Brian Worrell N/A BHGE STI $149,973 $428,493 $707,013
7/31/2017 Founders Grant 70,507
$36.89 $874,992
7/31/2017 Founders Grant 71,157
$2,623,559
7/31/2017 Mirror Grant 28,102
$1,036,121
Belgacem Chariag N/A BHI STI $66,912 $446,082 $981,380
1/25/2017 BHI Annual Grant —
26,138
52,276
$1,638,330
1/25/2017 BHI Annual Grant
26,138
$1,638,330
N/A BHGE STI $114,436 $326,959 $539,482
7/31/2017 Founders Grant 70,507
$36.89 $874,992
7/31/2017 Founders Grant 71,157
$2,623,559
Derek Mathieson N/A BHI STI $45,679 $304,525 $669,955
1/25/2017 BHI Annual Grant —
20,945
41,890
$1,312,833
1/25/2017 BHI Annual Grant 20,945
$1,312,833
N/A BHGE STI $101,232 $289,233 $477,234
7/31/2017 Founders Grant 48,851
$36.89 $606,241
7/31/2017 Founders Grant 49,301
$1,817,728
William D. Marsh N/A BHI STI $38,475 $256,497 $564,293
1/25/2017 BHI Annual Grant —
15,136
30,272
$948,724
1/25/2017 BHI Annual Grant 15,136
$948,724
N/A BHGE STI $91,695 $261,986 $432,277
7/31/2017 Founders Grant 38,275
$36.89 $474,993
7/31/2017 Founders Grant 38,628
$1,424,214

Martin S. Craighead N/A BHI STI $133,824 $892,163 $1,962,759
1/25/2017 BHI Annual Grant —
83,974
167,948
$5,263,490
1/25/2017 BHI Annual Grant 83,974
$5,263,490
8/1/2017 BHGE BOD Grant 4,176
$149,000
Kimberly A. Ross N/A BHI STI $71,373 $475,821 $1,046,806
1/25/2017 BHI Annual Grant —
31,408
62,816
$1,968,653
1/25/2017 BHI Annual Grant 31,408
$1,968,653

~~BHGE 2018 Proxy Statement~~ ~~| 47~~



			ESTIMATED PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS⁽¹⁾			ESTIMATED FUTURE PAYOUTS UNDER PERFORMANCE-BASED RSUs (#) ⁽²⁾			RSUs ⁽³⁾ (#)	STOCK OPTIONS⁽⁴⁾ (#)	STOCK OPTION EXERCISE PRICE ($/Sh)	GRANT DATE FAIR VALUE OF AWARDS ($)
NAME	GRANT DATE	AWARD TYPE	THRES-HOLD ($)	TARGET ($)	MAXIMUM ($)	THRES-HOLD (#)	TARGET (#)	MAXIMUM (#)	RSUs ⁽³⁾ (#)	STOCK OPTIONS⁽⁴⁾ (#)	STOCK OPTION EXERCISE PRICE ($/Sh)	GRANT DATE FAIR VALUE OF AWARDS ($)
Lorenzo Simonelli	N/A	STI	$735,000	$2,100,000	$3,465,000
	1/22/2018	PSU				—	126,582	189,873				$	4,458,218
	1/22/2018	Stock Option								199,822	$35.55	$	2,249,996
	1/22/2018	RSU							63,291			$	2,248,729
	6/1/2018	OPSU				—	51,532	154,596				$	1,725,807
	6/1/2018	RSU							34,354			$	1,198,611
Brian Worrell	N/A	STI	$297,500	$850,000	$1,402,500
	1/22/2018	PSU				—	49,226	73,839				$	1,733,740
	1/22/2018	Stock Option								77,708	$35.55	$	874,992
	1/22/2018	RSU							24,613			$	874,500
	4/24/2018	PSU				—	21,657	32,486				$	763,193
	4/24/2018	RSU							21,657			$	749,116
Maria Claudia Borras	N/A	STI	$273,000	$780,000	$1,287,000
	1/22/2018	PSU				—	35,161	52,742				$	1,238,371
	1/22/2018	Stock Option								55,506	$35.55	$	624,998
	1/22/2018	RSU							17,580			$	624,617
	4/24/2018	PSU				—	21,657	32,486				$	763,193
	4/24/2018	RSU							21,657			$	749,116
Roderick Christie	N/A	STI	$226,058	$645,880	$1,065,702
	1/22/2018	PSU				—	28,129	42,194				$	990,704
	1/22/2018	Stock Option								44,404	$35.55	$	499,989
	1/22/2018	RSU							14,064			$	499,694
	4/24/2018	PSU				—	14,438	21,657				$	508,795
	4/24/2018	RSU							14,438			$	499,410
Derek Mathieson	N/A	STI	$241,500	$690,000	$1,138,500
	1/22/2018	PSU				—	34,106	51,159				$	1,201,213
	1/22/2018	Stock Option								53,841	$35.55	$	606,250
	1/22/2018	RSU							17,053			$	605,893

________

(1)

Amounts represent potential payouts for the fiscal year ~~2017~~2018 performance year under ~~BHI and~~ BHGE short-term incentive (STI) plans. If threshold levels of performance are not met, then the payout can be zero. When the Transactions closed on July 3, 2017 before the BHI goals could be met, the change in control provisions in the BHI AIP provided that the goals were deemed met at target. Accordingly, a pro-rata bonus was paid at target for all legacy BHI Short-term Incentive Plan participants.

(2)

Amounts represent grants of ~~performance-based RSUs~~PSUs made ~~to legacy BHI NEOs~~ in January ~~2017.~~and April 2018. These awards ~~were scheduled to~~cliff vest after three years if the performance criteria ~~were~~are met. ~~Based~~Additionally for Mr. Simonelli, amounts include OPSUs granted in June 2018. This award vests 50% after three years and 50% after five years if performance criteria are met. For potential payout information, see the discussion on ~~the change in control provision~~"Performance Share Units" in the award agreements, upon the closing of the Transactions, these awards converted to time-based RSUs that cliff vest on the three-year anniversary of the grant date or vest in full if the Senior Executive is involuntarily terminated within 12 months following the closing of the Transactions.Compensation Discussion & Analysis Section.

(3)

Amounts shown represent the number of RSUs granted in ~~2017.~~2018. Awards generally vest ~~pro-rata~~pro rata over a three-year period beginning on the first anniversary of the grant date. Dividends are accrued throughout the year on RSUs and paid out once the units vest. The dividend rate is determined by the Board of Directors on a quarterly basis. The fair market value of legacy BHI RSUs granted in January 2017 is based on the grant date stock price of $62.68; however, upon the closing of the Transactions, these awards were replaced with BHGE RSUs valued at $40.18 and a cash amount in respect of the special dividend of $17.50. Additionally, the Company determines the fair value of RSUs based on the market price of our ~~common stock~~Common Stock on the date of grant, discounted by the present value of future dividends. ~~For Mr. Craighead, the table also includes a BHGE RSU granted as a BHGE Director.~~


(4)	Amounts represent options granted in ~~2017~~2018 under the BHGE 2017 Long-Term Incentive ~~Plan.~~Plan (the "LTIP"). Awards vest ~~pro-rata~~pro rata over a three-year period beginning on the first anniversary of the grant date.

BHGE ~~2018~~ 2019ProxyStatement | 48 47

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, ~~2017~~2018 for the NEOs. The table also shows unvested and unearned stock awards assuming a market value of ~~$31.64~~$21.50 per share (the closing market price of the Company's ~~stock~~Class A Common Stock on December ~~29, 2017,~~31, 2018, the last trading day of ~~2017)~~2018).

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price ⁽¹⁾
($)
Option
Expiration
Date⁽²⁾
Number of Shares or Units of Stock that have Not Vested ⁽³⁾
(#)
Market Value of Shares of Units of Stock that Have Not Vested ⁽⁴⁾
($)
Lorenzo Simonelli —
374,687
35.70
8/1/2027
181,639
5,747,058

Brian Worrell —
70,507
36.89
7/31/2027
99,259
3,140,555

Belgacem Chariag 12,000
—
29.78
1/19/2020
123,433
3,905,420
11,600
—
31.67
7/21/2020

9,300
—
44.82
1/26/2021

7,500
—
59.50
7/19/2021

22,619
—
29.94
1/25/2022

18,208
—
21.80
7/16/2022

25,875
—
27.71
1/24/2023

24,508
—
30.25
7/24/2023

23,914
—
39.23
1/22/2024

18,670
—
55.20
7/14/2024

—
70,507
36.89
7/31/2027

Derek Mathieson 12,200
—
44.82
1/26/2021
91,191
2,885,283
9,900
—
59.50
7/19/2021

8,465
—
21.80
7/16/2022

8,020
—
27.71
1/24/2023

15,192
—
30.25
7/24/2023

14,753
—
39.23
1/22/2024

17,277
—
55.20
7/14/2024

—
48,851
36.89
7/31/2027

William D. Marsh 995
—
52.42
1/23/2018
68,900
2,179,996
923
—
59.70
8/11/2018

1,242
—
22.02
7/22/2019

1,542
—
29.78
1/19/2020

3,200
—
31.67
7/21/2020

3,590
—
44.82
1/26/2021

2,910
—
59.50
7/19/2021

1,929
—
29.94
1/25/2022

4,372
—
21.80
7/16/2022

6,698
—
27.71
1/24/2023

11,498
—
30.25
7/24/2023

5,608
—
39.23
1/22/2024

4,378
—
55.20
7/14/2024

—
38,275
36.89
7/31/2027

Martin S. Craighead ⁽⁵⁾
10,674
—
52.42
1/23/2018
4,176
132,129
9,716
—
59.70
8/11/2018

3,427
—
11.68
1/21/2019

2,115
—
29.78
1/19/2020

27,500
—
31.67
7/21/2020

27,600
—
44.82
1/26/2021



		OPTION AWARDS				STOCK AWARDS
NAME	OPTION / PSU / OPSU / RSU GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#)	OPTION EXERCISE PRICE ⁽¹⁾ ($)	OPTION EXPIRATION DATE⁽²⁾	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)⁽¹⁰⁾	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ⁽⁵⁾ (#)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
Lorenzo Simonelli	8/1/2017	124,895	249,792	35.70	8/1/2027
	8/1/2017					121,094 ⁽³⁾	2,603,521
	1/22/2018		199,822	35.55	1/22/2028
	1/22/2018					63,291⁽³⁾	1,360,757
	1/22/2018							126,582⁽⁴⁾	2,721,513
	6/1/2018					34,354	738,611⁽⁵⁾
	6/1/2018							51,532⁽⁶⁾	1,107,938
Brian Worrell	7/31/2017	23,502	47,005	36.89	7/31/2027
	7/31/2017					66,173⁽³⁾	1,422,720
	1/22/2018		77,708	35.55	1/22/2028
	1/22/2018					24,613⁽³⁾	529,180
	1/22/2018							49,226⁽⁴⁾	1,058,359
	4/24/2018					21,657⁽⁷⁾	465,626
	4/24/2018							21,657⁽⁸⁾	465,626
Maria Claudia Borras	7/19/2011	2,990	0	59.50	12/31/2019
	7/31/2017	16,787	33,575	36.89	7/31/2027
	7/31/2017					44,054⁽³⁾	947,161
	1/22/2018		55,506	35.55	1/22/2028
	1/22/2018					17,580⁽³⁾	377,970
	1/22/2018							35,161⁽⁴⁾	755,962
	4/24/2018					21,657⁽⁷⁾	465,626
	4/24/2018							21,657⁽⁸⁾	465,626
Roderick Christie	7/31/2017	13,430	26,860	36.89	7/31/2027
	7/31/2017					37,814⁽³⁾	813,001
	1/22/2018		44,404	35.55	1/22/2028
	1/22/2018					14,064⁽³⁾	302,376
	1/22/2018							28,129⁽⁴⁾	604,774
	4/24/2018					14,438⁽⁷⁾	310,417
	4/24/2018							14,438⁽⁸⁾	310,417

BHGE ~~2018~~ 2019ProxyStatement | 49 48



		OPTION AWARDS				STOCK AWARDS
NAME	OPTION / PSU / OPSU / RSU GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#)	OPTION EXERCISE PRICE ⁽¹⁾ ($)	OPTION EXPIRATION DATE⁽²⁾	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)⁽¹⁰⁾	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ⁽⁵⁾ (#)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
Derek Mathieson	1/26/2011	12,200	0	44.82	1/26/2021
	7/19/2011	9,900	0	59.50	7/19/2021
	7/16/2012	8,465	0	21.80	7/16/2022
	1/24/2013	8,020	0	27.71	1/24/2023
	7/24/2013	15,192	0	30.25	7/24/2023
	1/22/2014	14,753	0	39.23	1/22/2024
	7/14/2014	17,277	0	55.20	7/14/2024
	1/25/2017					34,909⁽⁸⁾	750,544
	7/31/2017	16,283	32,568	36.89	7/31/2027
	7/31/2017					32,868⁽³⁾	706,662
	1/22/2018		53,841	35.55	1/22/2028
	1/22/2018					17,053⁽³⁾	366,640
	1/22/2018							34,106⁽⁹⁾	733,279

________

(1)

The original exercise price was equal to the closing market price of a share of our Class A Common Stock on the last trading day prior to the grant date for stock options granted prior to ~~2017.~~2018. Upon the closing of the Transactions and in accordance with the terms of the Transactions, the exercise price of stock options granted prior to 2017 was reduced by $17.50 to reflect the special dividend paid to all BHI stockholders in connection with the Transactions.


(2)	Each option grant has a ten-year ~~term. Each option generally~~term and vests ~~pro rata as to one-third of the option~~ratably over three years beginning on the first anniversary of the grant date.


(3)	~~Each RSU unit award generally vests either pro rata as to one-third~~Reflects the number of ~~the grant~~three-year RSUs that will vest ratably over three years beginning on the first anniversary of the grant ~~date or~~date.


(4)	Reflects the target number of three-year TSR and ROIC PSUs that are scheduled to vest in January 2021, subject to the achievement of performance and service conditions.


(5)	Reflects the number of five-year RSUs that that are scheduled to vest 50% in June 2021 and 50% in June 2023, subject to continued service.


(6)	Reflects the target number of three-year OPSUs that are scheduled to vest 50% in June 2021 and 50% in June 2023, subject to the achievement of performance and service conditions.


(7)	Reflects the number of three-year RSUs that will cliff ~~vests~~vest after three years on the third anniversary of the grant date. ~~For Messrs. Chariag, Mathieson~~


(8)	Reflects the target number of three-year TSR PSUs that are scheduled to vest in April 2021, subject to the achievement of performance and ~~Marsh, this column includes~~service conditions.

(9)

Includes performance-based RSUs granted to ~~them~~Mr. Mathieson in January 2017 that converted to time-based RSUs upon the closing of the Transactions based on the ~~change in control~~change-in-control provision in the award agreements. ~~These awards~~This award cliff ~~vest~~vests on the three-year anniversary of the grant ~~date or vest in full if the Senior Executive is involuntarily terminated within 12 months following the closing of the Transactions.~~date.


~~(4)~~(10)	This column does not include the value of the special dividend of $17.50 paid to all BHI stockholders and upon the vesting of legacy BHI RSU awards.


~~(5)~~	~~For Mr. Craighead, the unvested stock award reflects a BHGE RSU granted as a BHGE Director.~~

BHGE ~~2018~~ 2019ProxyStatement | 50 49

~~OPTION EXERCISES AND STOCK VESTED~~Option Exercises and Stock Vested

The following table sets forth certain information regarding options and stock awards exercised and vested during ~~2017~~2018 for the NEOs.

Name Option Awards Stock Awards
Number of Shares Acquired on Exercise
(#)
Value Realized on Exercise
($)
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting ⁽¹⁾
($)
Lorenzo Simonelli —
—
—
—
Brian Worrell —
—
—
—
Belgacem Chariag —
—
175,844
8,039,803
Derek Mathieson —
—
102,009
5,025,995
William D. Marsh —
—
35,751
1,573,824

Martin S. Craighead —
—
583,790
26,745,120
Kimberly A. Ross —
—
188,210
7,916,718
Arthur L. Soucy —
—
182,231
7,901,908
Richard L. Williams —
—
143,358
6,429,992



NAME	OPTION AWARDS		STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON EXERCISE ⁽¹⁾ (#)	VALUE REALIZED ON EXERCISE ($)	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING ⁽²⁾ ($)
Lorenzo Simonelli	—	—	60,545	2,074,877
Brian Worrell	—	—	33,086	1,144,114
Maria Claudia Borras	19,571	178,996	22,027	761,694
Roderick Christie	—	—	18,905	653,735
Derek Mathieson	—	—	23,414	804,071

____________


(1)	The value realized upon the exercise of the option award is determined by multiplying the number of shares acquired on exercise by the difference between the market price of the stock at exercise and the exercise price of the option.


(2)	The value realized upon the vesting of the stock awards is determined by multiplying the number of shares of stock by the closing price of the stock on the vesting date. ~~This column does not include the value of the special dividend of $17.50 paid to all BHI stockholders and upon the vesting of legacy BHI RSU awards.~~

~~PENSION BENEFITS~~Pension Benefits

The following table discloses the years of credited service of, present single-sum value of the accrued benefits for, and payments during the last fiscal year to each of the NEOs under the GE Pension Plan, the GE Supplementary Pension, and the BHI Pension Plan. See “~~Compensation~~“Compensation Discussion & Analysis, Employee Benefits, Retirement ~~Plans~~”Plans” for a detailed description of the benefits provided under these plans.

Name Plan Name
Number of Years Credited Service
(#)
Present Value of Accumulated Benefit ⁽¹⁾
($)
Payments During Last Fiscal Year
($)
Lorenzo Simonelli ⁽²⁾
GE Supplementary Pension Plan 0.5
204,895
—
Lorenzo Simonelli ⁽²⁾
GE Pension Plan 0.5
—
—
Brian Worrell ⁽²⁾
GE Supplementary Pension Plan 0.5
126,181
—
Brian Worrell ⁽²⁾
GE Pension Plan 0.5
298
—
Belgacem Chariag BHI Pension Plan 9
45,555
—
Derek Mathieson BHI Pension Plan 9
73,830
—
William D. Marsh BHI Pension Plan 16
157,631
—

Martin S. Craighead BHI Pension Plan 16
173,851
—
Kimberly A. Ross ⁽³⁾
BHI Pension Plan 3
—
—
Arthur L. Soucy BHI Pension Plan 8
85,460
—
Richard L. Williams BHI Pension Plan 16
—
(195,422 )



NAME	PLAN NAME	NUMBER OF YEARS CREDITED SERVICE (#)	PRESENT VALUE OF ACCUMULATED BENEFIT ⁽¹⁾ ($)	PAYMENTS DURING LAST FISCAL YEAR ($)
Lorenzo Simonelli ⁽²⁾	GE Supplementary Pension Plan	1.5	517,940	—
Lorenzo Simonelli ⁽²⁾	GE Pension Plan	1.5	54,394	—
Brian Worrell ⁽²⁾	GE Supplementary Pension Plan	1.5	260,727	—
Brian Worrell ⁽²⁾	GE Pension Plan	1.5	63,634	—
Maria Claudia Borras ⁽²⁾	GE Supplementary Pension Plan	1.5	197,371	—
Roderick Christie ⁽²⁾	GE U.K. Pension Plan	1.5	4,299	—
Derek Mathieson	BHI Pension Plan	10	70,603	—

____________


(1)	For a discussion of valuation assumptions, see “Note 911 - Employee Benefit Plans” of the Notes to Consolidated and Combined Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, ~~2017.~~2018.

(2)

The amount for each of Messrs. Simonelli, Worrell, and ~~Worrell~~Ms. Borras reflects the portion of the present value of his or her accumulated benefit under the GE Pension Plan and the GE Supplementary Pension Plan that is allocable to ~~his~~ service with BHGE since July 2017 (i.e., it does not reflect the change in such value that is allocable to ~~his~~ service with GE prior to July 2017). The amount for Mr. Christie reflects the portion of the present value of his accumulated benefit under the GE U.K. Pension Plan that is allocable to service with BHGE since July 2017 (i.e., it does not reflect the change in such value that is allocable to service with GE prior to July 2017).

BHGE ~~2018~~ 2019ProxyStatement | 51 50

Simonelli did not accrue benefits under the GE Pension Plan for his service with BHGE from July through December 2017 due to IRS benefit limits. Mr. Worrell earned an early retirement subsidy under the GE Pension Plan for this period but otherwise did not accrue benefits under the plan for this period due to IRS benefit limits. Messrs. Simonelli and Worrell accumulated benefits under the GE Supplementary Pension Plan for this period.


~~(3)~~	~~Ms. Ross' pension benefit was forfeited in 2017 pursuant to the vesting provisions of the BHI Pension Plan.~~

Nonqualified Deferred Compensation

~~NONQUALIFIED DEFERRED COMPENSATION~~

The following table discloses contributions, earnings and balances to each of the NEOs under the ~~BHI~~BHGE SRP that provide for compensation deferral on a non-tax-qualified basis. See “Compensation Discussion & Analysis, Employee Benefits, Retirement Plans” for a detailed description of the deferred compensation benefits.

Name Program
Executive Contributions in Last FY ⁽¹⁾
($)
Registrant Contributions in Last FY ⁽²⁾
($)
Aggregate Earnings in Last FY
($)
Aggregate Withdrawals/Distributions
($)
Aggregate Balance at Last FYE
($)
Lorenzo Simonelli ⁽³⁾
N/A —
—
—
—
—
Brian Worrell ⁽³⁾
N/A —
—
—
—
—
Belgacem Chariag BHI SRP —
248,291
236,124
—
1,793,966
Derek Mathieson BHI SRP 144,068
174,397
4,208
(235,441 ) 738,340
William D. Marsh BHI SRP —
123,227
55,918
(67,706 ) 464,304

Martin S. Craighead BHI SRP 496,593
473,269
224,769
—
6,153,990
Kimberly A. Ross BHI SRP 18,287
186,180
14,525
—
500,588
Arthur L. Soucy BHI SRP 253,363
130,524
312,583
—
2,251,772
Richard L. Williams BHI SRP 65,783
111,672
49,441
—
1,406,338



NAME	PROGRAM	EXECUTIVE CONTRIBUTIONS IN LAST FY ⁽¹⁾ ($)		REGISTRANT CONTRIBUTIONS IN LAST FY ⁽²⁾ ($)	AGGREGATE EARNINGS IN LAST FY ($)	AGGREGATE WITHDRAWALS / DISTRIBUTIONS ($)	AGGREGATE BALANCE AT LAST FY END ($)
Lorenzo Simonelli ⁽³⁾	NA	—		—	—	—	—
Brian Worrell ⁽³⁾	NA	—	—	—	—	—	—
Maria Claudia Borras ⁽³⁾	NA	—	—	—	—	—	—
Roderick Christie ⁽³⁾	NA
Derek Mathieson	BHGE SRP	34,500		52,279	11,013	—	836,132

____________


(1)	Amounts shown in the “Executive Contributions in Last FY” column are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.


(2)	Amounts shown in the “Registrant Contributions in Last FY” column are also included in the “All Other Compensation” column of the Summary Compensation Table.


(3)	Messrs. Simonelli, Worrell, and ~~Worrell~~Christie and Ms. Borras do not have any ~~BHGE related~~BHGE-related compensation ~~deferrals.~~deferrals and did not participate in the SRP in 2018.

~~POTENTIAL PAYMENTS UPON CHANGE IN CONTROL OR TERMINATION~~Potential Payments Upon Change in Control or Termination

BHGE does not have change in control agreements or provide excise tax gross-ups on any payments associated with a change in control. Some of our compensation plans that apply on the same basis to other employees, however, contain provisions with narrow change in control definitions that generally provide benefits only if an employee is terminated without Cause or resigns for Good Reason within 12 months following a change in control. A reduction in GE’s ownership stake in BHGE generally would not constitute a change in control.

All legacy BHI NEOs who continued with BHGE waived eligibility for future benefits under BHI agreements or plans in consideration of their offer and "Stay & Win" package to continue with BHGE (described in the CD&A). For these executives, at the closing of the Transactions, all outstanding restricted stock awards and RSUs granted before October 30, 2016 became fully vested and non-forfeitable and they received a pro-rata annual bonus per the terms of the BHI AIP. The "Stay and Win" Awards are described below and in the Payments Upon Termination section.

Under the BHGE Executive Officer Short-Term Incentive Compensation Plan, in the event of a change in control and involuntary termination, the participant will receive an amount equal to his or her annual target bonus for the year of termination multiplied by a fraction, the numerator of which equals the number of days that have elapsed since the beginning of the performance period through and including the date of termination, and the denominator of which equals the number of days in the performance period. Payment of such prorated ~~awards~~award will be made at the same time and in the same manner as awards are paid to other participants whose employment continues.

Under the ~~BHGE 2017 Long-Term Incentive Plan (the "LTIP"),~~LTIP, there is no prescribed treatment of outstanding equity awards, though the Compensation Committee has discretion to take actions it deems necessary. The equity award agreements provide that, in the event of a ~~change~~Change in ~~control~~Control and involuntary termination ~~for grants held over one year,~~during the 12-month period following a Change in Control, restrictions on all RSUs will immediately lapse, ~~and~~ any unvested options become immediately vested and exercisable.

~~BHGE 2018 Proxy Statement~~ ~~| 52~~

On a termination within 12 months following a Change in Control, the services restrictions on all PSUs will immediately lapse and the satisfaction of performance conditions will be fixed at target, and the service restrictions on all OPSUs will immediately lapse and the satisfaction of performance conditions will be fixed based on actual performance as of the date of the Change in Control.

“Change in Control” under the LTIP generally means:

BHGE 2019ProxyStatement | 51

the acquisition of at least 50% of the total voting power represented by the Company’s then-outstanding voting securities, other than any acquisition directly from the Company or by the Company, General Electric Company or any of their affiliates;

a merger or consolidation of the Company with any other entity, unless the voting securities of the Company continue to represent at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent; or

a sale or disposition by the Company of all or substantially all of its assets, other than a sale or disposition to an entity at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company.

Notwithstanding the foregoing, a Permitted Spin Transaction (as defined and specifically allowed inunder the Baker Hughes, a GE company, LLC Amended &and Restated ~~Operating Agreement of Newco LLC)~~LLC Agreement) by GE to it stockholders, ~~shall~~would not constitute a Change in Control.

Additionally, a Change in Control would occur with the respect to the 2018 grant of equity awards under the LTIP if a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.

Payments Upon Involuntary Termination of Employment Not Inin Connection ~~With~~with a Change in Control

The BHGE Executive Severance Plan provides that, on an involuntary termination of employment, ~~Senior Executives~~executive officers receive severance pay equal to 12 months of ~~continued~~ base salary and ~~outplacement, and~~outplacement. The BHGE Executive Officer Short-Term Incentive Compensation Plan provides that an executive officer is eligible to receive an amount equal to the ~~Senior Executive's~~executive officer's earned annual ~~incentive~~ bonus, prorated based on the number of months that the ~~Senior Executive~~executive officer participated in the annual incentive bonus plan during the calendar year. ~~Senior Executives~~Executive officers are also generally provided up to 12 months of ~~Health and Life Insurance~~health insurance benefits.

Separately, our NEOs have certain benefits under individual agreements or “Stay and Win” awards.

Messrs. Simonelli and Worrell are eligible for benefits under the BHGE Executive Severance Plan plus (a) an additional six months of base salary and (b) 1.5 times the greater of the last annual bonus and the average of the last three year bonuses (applying the bonuses earned prior to employment by BHGE if needed).

For a period of three years following the closing of the Transactions, in exchange for waiving termination benefits under the BHI ~~Change in Control Agreements, Messrs. Chariag,~~CIC Plan, Mr. Mathieson ~~and Marsh are~~is eligible for certain severance benefits on a termination of employment as a “Safety Net” under ~~their~~his “Stay and Win” awards described in the 2018 CD~~&A. These benefits include~~&A including a lump sum ~~payments for~~payment equal to 18 months of his base salary, accelerated payment of unpaid amounts under the cash retention plan, the acceleration of the vesting of any outstanding and unvested RSUs from the BHI January 2017 Annual Grant and July 2017 “Founder’s Grant” ~~RSUs and any outstanding RSUs granted by BHI,~~, a pro-rata bonus, outplacement benefits, a gross-up of any excise tax imposed on “excess” change in control payments under Section 4999 of the Internal Revenue Code, and ~~other than for Mr. Chariag,~~ interest on any payment that is subject to a six-month delay under Section 409A of the Internal Revenue Code. ~~As previously mentioned, these benefits will expire after three years and that time no employees within the Company will have excise tax gross-ups.~~

Any amounts payable under the Executive Severance Plan are reduced by the amount of any severance payments payable to the ~~Senior Executive~~executive officer under any other plan, program or individual contractual arrangement.

Pursuant to the equity award agreements, awards that have been held for at least one year would receive the following treatment: a pro-rata portion of RSUs would immediately lapse, a pro-rata portion of unvested options would become immediately vested and exercisable, a pro-rata portion of PSUs and OPSUs would be deemed to have satisfied the service condition and would remain eligible to vest subject to the attainment of the specified performance conditions.

If the executive officer had involuntarily terminated employment with BHGE without cause on December 31, 2018 the executive officer would have received the following:

BHGE 2019ProxyStatement | 52

all outstanding RSUs that have been held for at least one year would have become vested on a pro-rata basis and become non-forfeitable;

all outstanding stock options that have been held for at least one year would have become vested on a pro-rata basis and exercisable; and

all outstanding PSUs and OPSUs that have been held for at least one year would have satisfied the service condition and would remain eligible to vest subject to the attainment of performance conditions.

Payments in the Event of a Change in Control without Termination of Employment

If a Change in Control were to have occurred on December 31, ~~2017,~~2018, or any other date, and the ~~Senior Executives~~executive officers did not incur a termination of employment, the ~~Senior Executives~~executive officers would not have been entitled to any payments in connection with the Change in Control. However, PSUs would have been deemed to have satisfied their performance condition at target performance and OPSUs would have been deemed to have satisfied their performance condition based on actual performance as of the date of the Change in Control. In both cases, the awards would still be subject to their respective service conditions.

Payments in the Event of a Change in Control and Termination of Employment by the ~~Senior~~ Executive Officer for Good Reason or by the Company or ~~its~~Its Successor Without Cause

In addition to the benefits described above under “Payments Upon Involuntary Termination of Employment Not In Connection With a Change in Control,”, if ~~a Senior Executive~~an executive officer is terminated without Cause or for Good Reason within 12-months following a Change in Control, pursuant to the equity award agreements, ~~if the awards were granted more~~

~~BHGE 2018 Proxy Statement~~ ~~| 53~~

~~than one year before the termination date, the~~ restrictions on ~~the~~all RSUs ~~will~~would have immediately ~~lapse, and~~lapsed, any unvested options ~~will become~~would have immediately vested and ~~exercisable.~~become exercisable, the service restrictions on all PSUs would have immediately lapsed and the the satisfaction the performance conditions would have been fixed at target, and the service restrictions on all OPSUs would have immediately lapsed and the satisfaction of performance conditions would have been fixed based on actual performance as of the date of the change in control.

Termination of Employment for Any Reason

If ~~a Senior Executive~~an executive officer had terminated employment with BHGE on December 31, ~~2017~~2018 for any reason, including resignation or involuntary termination of employment for ~~cause,~~Cause, the ~~Senior Executive~~executive officer would have been entitled to receive those vested benefits to which the ~~Senior Executive~~executive officer is entitled under the terms of the employee benefit plans in which the ~~Senior Executive~~executive officer is a participant as of the ~~Senior Executive's~~executive officer's date of termination of employment.

Payments Upon Disability

If the ~~Senior Executive~~executive officer had terminated employment with BHGE on December 31, ~~2017~~2018 due to disability, the ~~Senior Executive~~executive officer would have received the following:

all outstanding RSUs that have been held for at least one year would have become fully vested and non-forfeitable;

all outstanding stock options that have been held for at least one year would have become fully vested and exercisable;

all outstanding PSUs and OPSUs that have been held for at least one year would have satisfied the service condition and would remain eligible to vest subject to the performance condition;

an amount equal to the ~~Senior Executive's~~executive officer's earned annual incentive bonus, prorated based on the number of months of the ~~Senior Executive's~~executive officer's participation in the annual incentive bonus during the calendar year; and

for ~~Messrs. Chariag,~~Mr. Mathieson, ~~and Marsh,~~ any other termination benefits described in “Payments Upon Involuntary Termination of Employment Not In Connection With a Change in Control” above.

Payments Upon Death

If ~~a Senior Executive~~an executive officer had terminated employment with us on December 31, ~~2017~~2018 due to death, the ~~Senior Executive~~executive officer would have received the following:

BHGE 2019ProxyStatement | 53

all outstanding RSUs granted by us would have become fully vested and non-forfeitable;

all outstanding stock options granted by us would have become fully vested and exercisable;

all outstanding PSUs and OPSUs would have satisfied the service condition and would remain subject to the performance condition;

an amount equal to the ~~Senior Executive's~~executive officer's annual target bonus; and,

Payments Upon Retirement

If ~~a Senior Executive~~an executive officer had met retirement eligibility of 60 years old with 5 years of service on December 31, ~~2017,~~2018, the ~~Senior Executive~~executive officer would have received the following benefits:

all outstanding RSUs that have been held for at least one year would have become fully vested and non-forfeitable;

all outstanding stock options that have been held for at least one year would have become fully vested and ~~exercisable.~~

~~Legacy BHI Change in Control Agreements~~

BHI had previously entered into Change in Control Agreements with the legacy BHI Senior Executives, as well as certain other Executives. The actual payments that were made to the Senior Executives on July 3, 2017 in connection with the closing of the Transactions are as follows:

exercisable; and

all outstanding ~~options~~PSUs and OPSUs that have been held for at least one year would have satisfied the service condition and would remain subject to ~~acquire BHI common stock, granted prior to October 30, 2016, became fully vested and immediately exercisable;~~the performance condition.

~~all outstanding restricted stock awards and RSUs granted prior to October 30, 2016 became fully vested and non-forfeitable;~~

BHGE ~~2018~~ 2019ProxyStatement | 54

~~all outstanding performance-based RSUs granted after October 30, 2016 converted to an equal number of service-based RSUs;~~

an amount equal to the Senior Executive's annual incentive bonus computed as if the target level of performance had been achieved, multiplied by a fraction, the numerator of which is the number of the Senior Executive's months of participation during the calendar year through the closing date, and the denominator of which is 12;

~~accelerated vesting of the Senior Executive's accounts under the SRP, to the extent not already vested; and~~

reimbursement for any legal fees and expenses incurred by the Senior Executive in seeking in good faith to enforce the Change in Control Agreement or in connection with any tax audit or proceeding relating to the application of parachute payment excise taxes to any payment or benefit under the Change in Control Agreement.

~~In addition, the Senior Executives were also entitled to the following payments on involuntary termination following the closing of the Transactions:~~

~~a lump-sum payment equal to three times the Senior Executive's highest base salary (as defined in the Change of Control Agreement);~~

a lump-sum payment equal to the Senior Executive's highest bonus amount (as defined in the Change of Control Agreement), prorated based upon the number of days of service during the performance period (reduced by any payments received by the Senior Executive under the Company's annual incentive bonus, in connection with the Change in Control, if the termination of employment occurred during the same calendar year in which the Change in Control occurred);

a lump-sum payment equal to three times the greater of the Senior Executive's (a) earned highest bonus amount or (b) highest base salary, multiplied by the Senior Executive's applicable multiple, which, as of July 3, 2017, was 1.2 for Messrs. Craighead, Soucy and Williams and 1.0 for Ms. Ross;

~~all outstanding restricted stock awards and RSUs granted on or after October 30, 2016 became fully vested and non-forfeitable;~~

~~continuation of accident and health insurance benefits for an additional three years;~~

a lump-sum payment equal to the sum of the cost of the Senior Executive's perquisites in effect prior to termination of employment for the remainder of the calendar year and for an additional three years;

a lump-sum payment equal to the undiscounted value of the benefits the Senior Executive would have received had the Senior Executive continued to participate in the Thrift Plan, the Pension Plan and the SRP for an additional three years, assuming for this purpose that:

~~(1) the Senior Executive's compensation during that three-year period were his or her highest base salary and highest bonus amount; and~~

(2) the Senior Executive's contributions to and accruals under those plans remained at the levels in effect as of the date of the Change in Control or the date of termination, whichever is greater;

eligibility for our retiree medical program if the Senior Executive would have become entitled to participate in that program had he or she remained employed for an additional three years. The value of this benefit is the aggregate value of the medical coverage utilizing the assumptions applied under FASB ASC Topic 715, Compensation-Retirement Benefits;

~~a lump-sum payment equal to 36 multiplied by the monthly basic life insurance premium applicable to the Senior Executive's basic life insurance coverage on the date of termination;~~

~~a lump-sum payment of $30,000 for outplacement services;~~

a lump-sum payment equal to the amount of interest that would be earned on any of the foregoing payments subject to a six-month payment delay under Section 409A using the six-month London Interbank Offered Rate plus two percentage points; and

for grandfathered Senior Executives, a lump-sum cash payment (a “gross-up” payment) in an amount equal to any excise taxes imposed under the “golden parachute” rules on payments and benefits received in connection with the Transactions.

~~BHGE 2018 Proxy Statement~~ ~~| 55~~

~~Potential Payments Upon Termination or a Change in Control~~POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

The table below assumes a termination date or ~~change in control~~change-in-control date of December 31, ~~2017,~~2018, the last day of the fiscal year. The value of equity compensation awards (accelerated vesting of stock options and restricted stock awards/units) is based on the closing price of our Class A Common Stock of ~~$31.64~~$21.50 on the ~~New York Stock Exchange~~NYSE on December ~~29, 2017,~~31, 2018, the last trading day of ~~2017.~~2018.


	Lorenzo Simonelli ($)	Brian Worrell ($)	Belgacem Chariag ⁽¹⁾ ($)	Derek Mathieson ($)	William D. Marsh ($)	LORENZO SIMONELLI ($)		BRIAN WORRELL ($)		MARIA CLAUDIA BORRAS ($)	RODERICK CHRISTIE ($)	DEREK MATHIESON ($)
Payments Upon a Change in Control Without Termination of Employment
Accelerated Vesting of RSUs ⁽²⁾	—	—	1,654,013	1,325,400	957,806
Dividend Equivalents ⁽³⁾	—	—	950,900	761,979	550,648
Payments upon a Change in Control Without Termination of Employment
Accelerated Vesting of RSUs / PSUs / OPSUs ⁽¹⁾						—		—		—	—	750,544
Dividend Equivalents ⁽²⁾						—		—		—	—	660,129
TOTAL	—	—	2,604,913	2,087,379	1,508,454	—		—		—	—	1,410,673

Payments in the Event of a Change in Control and Termination of Employment With Good Reason or by the Company Without Cause
Accelerated Vesting of Stock Option Awards ⁽⁴⁾	—	—	—	—	—
Accelerated Vesting of RSUs ⁽⁵⁾	—	—	3,905,420	2,885,283	2,179,996
Dividend Equivalents ⁽³⁾	—	—	975,805	779,234	564,167
Accelerated Vesting of Stock Option Awards ⁽³⁾						—		—		—	—	—
Accelerated Vesting of RSUs / PSUs / OPSUs ⁽⁴⁾						8,532,340		3,941,509		3,012,344	2,340,985	2,557,124
Dividend Equivalents ⁽²⁾						233,077		117,943		84,148	68,510	719,854
Severance Payment	3,673,023	2,204,023	1,170,000	1,035,000	937,500	3,367,562		2,045,973		780,000	645,880	1,035,000
Annual Incentive Bonus	1,058,630	428,493	325,000	287,500	260,417	2,100,000		850,000		780,000	645,880	690,000
Cash Payment (Stay and Win)	—	—	2,250,000	2,100,000	1,500,000
Cash Payment (Stay and Win balance)						—		—		—	—	1,400,000
Continuation of Health and Life Insurance Benefits	42,915	26,219	—	—	—	46,425		29,973		30,751	—	—
Outplacement Services	35,000	35,000	30,000	30,000	30,000	35,000		35,000		35,000	35,000	30,000
Interest Paid for Section 409A Six-Month Delay	—	—	—	65,044	51,273	N/A		N/A		N/A	N/A	75,342
TOTAL	4,809,568	2,693,735	8,656,225	7,182,061	5,523,353	14,314,404		7,020,398		4,722,243	3,736,255	6,507,320

Payments upon Disability
Accelerated Vesting of Stock Option Awards ⁽⁴⁾	—	—	—	—	—
Accelerated Vesting of RSUs ⁽⁵⁾	—	—	3,905,420	2,885,283	2,179,996
Dividend Equivalents ⁽³⁾	—	—	975,805	779,234	564,167
Accelerated Vesting of Stock Option Awards⁽⁵⁾						—		—		—	—	—
Accelerated Vesting of RSUs / PSUs / OPSUs⁽⁶⁾						2,603,521		1,422,720		947,161	813,001	1,457,206
Dividend Equivalents ⁽²⁾						129,571		70,805		47,138	40,461	695,298
Annual Incentive Bonus	1,058,630	428,493	325,000	287,500	260,417	2,100,000		850,000		780,000	645,880	690,000
Cash Payment ⁽⁶⁾	—	—	3,420,000	3,135,000	2,437,500	—		—		—	—	2,435,000
Interest Paid for Section 409A Six-Month Delay	—	—	—	65,044	51,273	—		—		—	—	75,342
TOTAL	1,058,630	428,493	8,626,225	7,152,061	5,493,353	4,833,092		2,343,525		1,774,299	1,499,342	5,352,846

Payments upon Death
Accelerated Vesting of Stock Option Awards ⁽⁴⁾	—	—	—	—	—
Accelerated Vesting of RSUs ⁽⁵⁾	5,747,058	3,140,555	3,905,420	2,885,283	2,179,996
Dividend Equivalents ⁽³⁾	63,574	34,741	975,805	779,234	564,167
Accelerated Vesting of Stock Option Awards ⁽³⁾						—		—		—	—	—
Accelerated Vesting of RSUs / PSUs / OPSUs ⁽⁸⁾						8,532,340		3,941,509		3,012,344	2,340,985	2,557,124
Dividend Equivalents ⁽²⁾						233,077		117,943		84,148	68,510	719,854
Annual Incentive Bonus	1,058,630	428,493	325,000	287,500	260,417	2,100,000		850,000		780,000	645,880	690,000
Cash Payment ⁽⁶⁾⁽⁷⁾	—	—	3,420,000	3,135,000	2,437,500	—		—		—	—	2,435,000
TOTAL	6,869,262	3,603,789	8,626,225	7,087,017	5,442,080	10,865,417		4,909,452		3,876,492	3,055,375	6,401,978

Payments upon Retirement(9)
Accelerated Vesting of Stock Option Awards ⁽⁴⁾	—	—	—	—	—
Accelerated Vesting of Stock Option Awards⁽⁵⁾						—	—	—	—	—	—	—
Accelerated Vesting of RSUs / PSUs / OPSUs⁽⁶⁾						—	—	—	—	—	—	—
Annual Incentive Bonus						—	—	—	—	—	—	—

~~ANNEX A~~

~~Governance Principles~~

The ~~following principles have been approved by~~securities of the ~~Board~~Company entitled to vote at the Annual Meeting consist of ~~Directors (the Board)~~shares of ~~Baker Hughes, a GE company (the Company)~~its Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and ~~along~~Class B Common Stock, par value $0.0001 per share ("Class B Common Stock," and together with the ~~charters~~Class A Common Stock, the "Common Stock"), of which 514,901,983 shares and 521,543,095 shares, respectively, were issued and outstanding at the close of business on March 15, 2019. Only stockholders that hold shares at the close of business on the record date will be entitled to vote at the meeting. Each share of Common Stock, voting as a single class, entitles the holder thereof to one vote on each matter to be considered at the meeting. GE has informed the Company that it will vote in accordance with the Board’s recommendations and, as a result, we expect each of the ~~Board committees, provide~~proposals to be voted upon at the framework for the governance of the Company. The Board recognizes that there is an ongoing debate about corporate governance, and it will review these principles and other aspects of Company governance annually or more often if deemed necessary.

~~These principles also reflect the provisions of~~Annual Meeting to pass. In addition, the Stockholders Agreement, dated as of July 3, 2017, by and between ~~General Electric Company (GE) and~~ the Company and GE, as amended from time to time (the "Stockholders Agreement"), provides that GE must cause its shares of Common Stock to be present for quorum purposes at any stockholder meeting, vote in favor of all non-GE directors (as ~~amended,~~defined therein), and not vote in favor of the ~~Stockholders Agreement). In the event~~removal of any ~~conflict between these principles and the Stockholders Agreement, the provisions of the Stockholders Agreement shall prevail.~~


1.	~~Role of Board and Management~~

The Company’s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer (the CEO) and the oversight of the Board, to enhance the long-term value of the Companynon-GE director (as defined therein) other than for its shareowners. The Board is elected by the shareowners to oversee management and to assure that the long-term interests of the shareowners are being served. Both the Board and management recognize that the long-term interests of shareowners are advanced by responsibly addressing the concerns of other stakeholders and interested parties including employees, customers, suppliers, Company communities, government officials and the public at large.


2.	~~Functions of Board~~

The Board has at least five scheduled meetings a year at which it reviews and discusses the performance of the Company, its plans and prospects, as well as immediate issues facing the Company. Directors are expected to attend all scheduled Board and committee meetings. In addition to its general oversight of management, the Board also performs a number of specific functions, including:


a.	~~selecting, evaluating and compensating the CEO and overseeing CEO succession planning;~~


b.	~~providing counsel and oversight on the selection, evaluation, development and compensation of senior management;~~


c.	~~reviewing, monitoring and, where appropriate, approving fundamental financial and business strategies and major corporate actions;~~


d.	~~assessing major risks facing the Company-and reviewing options for their mitigation; and~~


e.	ensuring processes are in place for maintaining the integrity of the Company-the integrity of the financial statements, the integrity of compliance with law and ethics, the integrity of relationships with customers and suppliers, and the integrity of relationships with other stakeholders, including GE.


3.	~~Qualifications~~

Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of shareowners. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Company endeavors to have a diverse Board representing a range of experience at policy-making levels in areas that are relevant to the Company’s global activities.

~~BHGE 2018 Proxy Statement~~ ~~| A-1~~

~~Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time.~~

Directors who also serve as CEOs of public companies or in equivalent positions should not serve on more than two boards of public companies in addition to the Board, and other directors should not serve on more than four other boards of public companies in addition to the Board.

When a director’s principal occupation or job responsibilities change significantly during his or her tenure as a director, that director shall tender his or her resignation for consideration by the Governance & Nominating Committee. The Governance & Nominating Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.cause.

The ~~Board does not believe that~~presence in person or by proxy of the holders of a majority of our Common Stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Assuming a quorum is present, (i) the affirmative vote of a plurality of votes cast by the holders of shares present or represented at the Annual Meeting and entitled to vote on the matter is required for the election of directors, ~~should expect~~(ii) the affirmative vote of holders of the majority of shares present or represented by proxy at the Annual Meeting and entitled to ~~be renominated annually. The Board self-evaluation process described below will be an important determinant~~vote on the matter is required for ~~Board tenure. All directors, other than~~ the ~~Company’s CEO, will have a term limit~~approval of ~~15 years. Additionally, directors will not be nominated for election~~the advisory vote related to the ~~board after their 75th birthday. The full board may nominate candidates who have served past their term limit or~~Company's executive compensation program and the ~~retirement age in special circumstances.~~approval of the ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2019.


4.	~~Independence of Directors~~

~~The Company is~~Brokers, banks or other nominees that hold shares of Common Stock in "street name" for a ~~“controlled company” within~~beneficial owner of those shares typically have the ~~meaning~~authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks and other nominees are permitted to vote the ~~corporate governance listing standards~~beneficial owner’s proxy in their own discretion as to certain “routine” proposals under the rules of the New York Stock Exchange (the ~~NYSE Rules) because GE holds more than 50%~~"NYSE Rules") when they have not received instructions from the beneficial owners, such as Proposal 3 (the ratification of the ~~voting power~~appointment of KPMG LLP as our independent registered public accounting firm for the ~~election of~~fiscal year 2019). If a broker, bank or other nominee votes such “uninstructed” shares for or against a "routine" proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the ~~Company’s directors. Pursuant to the Stockholders Agreement, until such time as it~~"routine" proposals. However, where a proposal is not “routine,” a ~~“controlled company,” the Company~~broker, bank or other nominee is not ~~required under~~permitted to exercise its voting discretion on that proposal without specific instructions from the NYSE Rules to have a majority of independent directors on the Board or to have the Governance & Nominating Committee and the Compensation Committee consist entirely of independent directors. The Company is required to have an Audit Committee composed of at least three directors, all of whom must be independent in accordance with the NYSE Rules discussed below and the heightened independence standards for service on its Audit Committee (as discussed in Section 7 below).

For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company or GE. The Board has established guidelines to assist it in determining director independence that conform to the independence requirements in the NYSE Rules. In addition to applying these guidelines, the

~~Board will consider all relevant facts and circumstances in making an independence determination.~~

The Board will make and publicly disclose its independence determination for each director when the director is first elected to the Board and annually thereafter for all nominees for election as directors.

In accordance with NYSE Rules, independence determinations under the guidelines in section (a) below will be based upon a director’s relationships with the Company or GE, as applicable, during the 36 months preceding the determination. Similarly, independence determinations under the guidelines in section (b) below will be based upon the extent of commercial relationships during the three completed fiscal years preceding the determination.


a.	~~A director will not be independent if:~~


i.	~~the director is employed by the Company or GE, or an immediate family member is an executive officer of the Company or GE;~~


~~ii.~~	the director receives any direct compensation from the Company or GE, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);


~~iii.~~	~~an immediate family member receives more than $120,000 per year in direct compensation from the Company or GE;~~


~~iv.~~	~~the director is affiliated with or employed by the Company’s or GE’s independent auditor, an immediate family member is a current partner of the Company’s or GE’s independent auditor,~~

~~BHGE 2018 Proxy Statement~~ ~~| A-2~~

or an immediate family member is affiliated with or employed by the Company’s or GE’s independent auditor and such immediate family member personally works or worked on the Company’s or GE’s audit; or


v.	~~a Company or GE executive officer is on the compensation committee of the board of directors of a company which employs the director or an immediate family member as an executive officer.~~

A director will not be independent if, at the time of the independence determination, the director is an executive officer or employee, or if an immediate family member is an executive officer, of another company that does business with the Company or GE and the sales by that company to the Company or GE or purchases by that company from the Company or GE, in any single fiscal year during the evaluation period,beneficial owner. These non-voted shares are ~~more than the greater of two percent of the annual revenues of that company or $1 million.~~

In addition to this independence determination, the Stockholders Agreement requires certain directors also satisfy the definition of “Company Independent Directors” set forth in the Stockholders Agreement and described in Section 5 below. According to the Stockholders Agreement, at least one member of the Audit Committee and at least three members of the Governance & Nominating Committee must be Company Independent Directors. In addition, the Conflicts Committee must consist entirely of Company Independent Directors.


5.	~~Size of Board and Selection Process~~

~~The size of Board and selection process is governed by the Stockholders Agreement, as summarized below. In the case of any discrepancy, the provisions in the Stockholders Agreement shall prevail.~~

Pursuant to the Stockholders Agreement, GE has the right to designate five directors for nomination by the Board for election and maintain its proportional representation on the Board so long as GE (a) either beneficially owns at least 50% of the voting power of the common stock of the Company, or (b) is required to consolidate the financial statements of the Company in accordance with Generally Accepted Accounting Principles with those of GE during any fiscal year. The date on which both conditions (a) and (b) are no longer true is referred to as "broker non-votes" when the ~~Trigger Date. Notwithstanding the foregoing, both the GE directors’ and the non-GE directors’ proportional representation~~nominee has voted on ~~the Board may decrease in the event that director designation rights are granted to a seller~~other non-routine matters with authorization or ~~target company in an arm’s-length acquisition or merger by the Company, and such director designation rights increase the size of the Board.~~

The Stockholders Agreement provides that following the initial appointment of the Board, non-GE designated directors shall be designated by the Governance & Nominating Committee. The Governance & Nominating Committee consists of five directors, three of whom must be Company Independent Directors. Company Independent Directors are each of the four independent directors initially designated by Baker Hughes Incorporated and any successor who:


a.	~~meets the independence standards under NYSE Rules;~~


b.	~~is not a director designated by GE;~~


c.	~~is not a current or former member of the board of directors of GE or officer or employee of GE or its affiliates;~~


d.	~~does not and has not had any other substantial relationship with GE or its affiliates; and~~


e.	~~is designated by the Governance & Nominating Committee as a “Company Independent Director.”~~

~~BHGE 2018 Proxy Statement~~ ~~| A-3~~

~~Until the Trigger Date, GE has the right to designate five nominees to the Board at any annual or special meeting of shareowners of the Company at which directors~~voted on routine matters. These shares will be ~~elected, and has the authority to nominate, elect and remove such GE-designated directors.~~

~~In the event there~~counted towards determining whether or not a quorum is a vacancy on the Board with respect to any director who was not designated by GE, the Governance & Nominating Committee shall fill such vacancy or designate a person for nomination reasonably acceptable to GE.

Other shareowners may also propose nominees for consideration by the Governance & Nominating Committee by submitting the names and other supporting information required under the Company’s Bylaws to: Secretary, Baker Hughes, a GE company, 17021 Aldine Westfield Road, Houston, Texas 77073.


6.	~~Board Committees~~

~~The Board has established the following committees to assist the Board in discharging its responsibilities, and each is composed as follows:~~

~~Audit Committee.~~ ~~The Audit Committee shall have three directors, including at least one Company Independent Director.~~

~~Compensation Committee.~~ ~~The Compensation Committee shall have at least three directors, including at least one non-GE director.~~

~~Governance & Nominating Committee.~~ ~~The Governance & Nominating Committee shall have five directors, including at least three Company Independent Directors.~~

~~Conflicts Committee.~~ The Conflicts Committee shall be a subcommittee of the Governance & Nominating Committee, and shall, among other things, review and approve all related party transactions involving GE or its affiliates above certain materiality or dollar thresholds. It shall consist solely of Company Independent Directors (who, among other things,present, but will not have any substantial relationship with GE or its affiliates), shall have the authority to obtain assistance from employees of the Company, including legal and financial staff, and shall have the power to retain independent outside advisors as it deems necessary.

~~Other Committee Composition.~~ ~~The number of directors not designated by GE on all other committees of the Company shall~~ be ~~proportional to the number of directors not designated by GE on the Board; provided that, each such committee has at least one Company Independent Director.~~


7.	~~Independence of Committee Members~~

All members of the Company’s Audit Committee must be “independent” in accordance with the NYSE Rules as discussed in Section 4 and meet the heightened independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Specifically, Audit Committee members may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors’ compensation. The Audit Committee must also have at least one member who qualifies as an “audit committee financial expert” as prescribed under the Exchange Act and at least one member who is a Company Independent Director.

Pursuant to the Stockholders Agreement, so long as the Company is a “controlled company,” the Compensation Committee shall be comprised of at least one non-GE Director, the Governance & Nominating Committee shall be comprised of five directors, including at least three Company Independent Directors, and the Conflicts Committee shall consist solely of Company Independent Directors.

At least two members of the Compensation Committee shall qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code and “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.

~~BHGE 2018 Proxy Statement~~ ~~| A-4~~


8.	~~Lead Director~~

The lead director leads meetings of the independent directors and regularly meets with the chairman/CEO for discussion of matters arising from these meetings, calls additional meetings of the independent directors or the entire Board as deemed appropriate, serves as a liaison on Board-related issues between the chairman/CEO and the independent directors, and performs such other functions as the Board may direct, including (1) advising the Governance & Nominating Committee on the selection of committee chairs, (2) approving the agenda, schedule and information sent to the directors for Board meetings, (3) working with the chairman/CEO to propose an annual schedule of major discussion items for the Board’s approval, (4) guiding the Board’s governance processes, including the annual board self-evaluation, succession planning and other governance-related matters, (5) leading the annual chairman/CEO evaluation, and (6) providing leadership to the Board if circumstances arise in which the role of the chairman/CEO may be, or may be perceived to be, in conflict. The lead director oversees the Board’s periodic review of the Board leadership structure to evaluate whether it remains appropriate for the Company. The lead director also makes himself available for consultation and direct communication with the Company’s major shareowners.


9.	~~Meetings of Independent Directors~~

At the conclusion of every Board meeting, the Board will have an executive session without any directors that are officers or employees of the Company present. At such times as determined by the lead director (and at least annually), the independent directors will have executive sessions without any non-independent directors present. The lead director will preside at executive sessions where management is not present. Executive sessions of the independent directors will be presided by the lead director. During executive sessions, the non-management directors or independent directors, as the case may be, shall have complete access to such Company personnel as they may request.


~~10.~~	~~Self-Evaluation~~

The Board and each of the committees will perform an annual self-evaluation. Each year, each director will be asked to provide his or her assessment of the effectiveness of the Board and its committees, as well as director performance and Board dynamics. The individual assessments will be organized and summarized for discussion with the Board and the committees at a subsequent meeting. On a periodic basis, the Governance & Nominating Committee may engage an independent governance expert to facilitate the evaluation process.


~~11.~~	~~Setting Board Agenda~~

The Board shall be responsible for its agenda. At the last scheduled Board meeting for each calendar year, the chairman of the Board and the lead director will propose for the Board’s approval key issues of strategy, risk and integrity to be scheduled and discussed during the course of the next calendar year. Before that meeting, the Board will be invited to offer its suggestions. As a result of this process, a schedule of major discussion items for the following year will be established, including discussion of key material risks. The chairman of the Board shall review the agenda for each Board meeting, which shall be developed in consultation with the lead director, and the lead director shall have authority to approve the agenda for the meeting. The chairman of the Board and the lead director, or committee chair, as appropriate, shall review and approve the nature and extent of information that shall be provided regularly to the directors before each scheduled Board or committee meeting. Directors are urged to make suggestions for agenda items, or additional pre-meeting materials, to the chairman of the Board, the lead director or appropriate committee chair at any time.


~~12.~~	~~Ethics and Conflicts of Interest~~

The Board expects its directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising the Company’s code of conduct set forth in the Company’s integrity manual, “The Spirit & The Letter”. The Company will not make any personal loans or extensions of credit to directors or executive officers. No independent director may provide personal services for compensation to the Company or GE, other than in connection with serving as a director. The Board will not permit any waiver of any ethics policy for any director or executive officer.

~~BHGE 2018 Proxy Statement~~ ~~| A-5~~

If an actual or potential conflict of interest arises for a director, the director shall promptly inform the chairman/CEO and the lead director. The Governance & Nominating Committee shall resolve any such conflicts, subject to the specific rules governing Related Party Transactions, as defined and further described below. If a significant conflict exists and cannot be resolved, the director should resign. All directors will recuse themselves from any discussion or decision affecting their personal, business or professional interests. The Governance & Nominating Committee shall resolve any conflict of interest question involving the CEO or an executive officer reporting directly to the CEO, and the CEO shall resolve any conflict of interest issue involving any other officer of the Company.

Pursuant to Stockholders Agreement, any transaction between the Company, on the one hand, and GE or its affiliates (other than the Company), on the other hand (each, a Related Party Transaction) is required to be on arm’s-length terms and in the best interest of the Company. Related Party Transactions under the Transaction Documents (as defined in the Stockholders Agreement) have been approved by the Board in connection with the approval of the Stockholders Agreement. The Conflicts Committee must provide prior written approval of any amendment to, or modifications or terminations of, or material waivers, consents or elections under, any Related Party Transaction, as described in the Related Party Transaction Policy in the Stockholders Agreement. The Conflicts Committee must also provide prior written approval of any material amendments or modifications or terminations of any of the Transaction Documents or material waivers, consents (other than any consents of the managing member of BHGE LLC contemplated by its LLC agreement where neither GE nor any of its affiliates is a counterparty to or beneficiary of the matter in question, and such matter would not otherwise require the prior written approval of the Conflicts Committee) or elections of the Company’s or BHGE LLC’s rights under any of the Transaction Documents.

All Related Party Transactions that are not contemplated by the Transaction Documents will be governed by the Related Party Transactions Policy. Pursuant to the Related Party Transactions Policy, Related Party Transactions that involve payments in excess of $25 million (individually or in the aggregate with all substantially related payments) or that are otherwise material (with materiality determined in a manner consistent with the Company’s Security and Exchange Commission (SEC) disclosure requirements) are subject to the prior written approval of the Conflicts Committee. Related Party Transactions below the $25 million threshold may be approved by Company management; provided that the proposed transaction is on an arm’s- length basis, in the best interests of the Company, and follows the Related Party Transaction Policy in letter and spirit. Such transactions must be reported to the Conflicts Committee on a quarterly basis.


~~13.~~	~~Reporting of Concerns to the Audit Committee~~

The Audit Committee and the independent directors have established the following procedures to enable anyone who has a concern about the Company’s conduct, or any employee who has a concern about the Company’s accounting, internal accounting controls or auditing matters, to communicate that concern directly to the Audit Committee. Such communications may be confidential or anonymous, and may be e-mailed, submitted in writing or reported by phone to special addresses and a toll-free phone number that are published on the Company’s website. Comments, complaints and concerns are initially processed by the Corporate Ombudsperson’s office, which acknowledges receipt to the person submitting the communication. The Corporate Ombudsperson’s Office supplies any such communication relating to accounting, internal accounting controls or auditing matters (or a summary) that could materially affect financial reporting directly to the Audit Committee chair. Depending on the nature of the issues or concerns raised, the Corporate Ombudsperson’s Office also regularly provides copies or summaries of other comments, complaints and concerns directly to directors.

With respect to all other communications, the Corporate Ombudsperson’s Office provides regular reports to the full Audit Committee. These reports summarize the communications by subject matter and frequency, and break out significant concerns. The reports also include a summary of the status of significant matters that are under review or investigation in response to a concern. This approach ensures that concerns are raised to the directors in an effective manner that accurately informs them of the nature and frequency of the concerns. The Audit Committee chair may direct that certain matters be presented to the Audit Committee or the full Board and may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them. The Company’s integrity manual prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

~~BHGE 2018 Proxy Statement~~ ~~| A-6~~


~~14.~~	~~Compensation of the Board~~

The Governance & Nominating Committee shall have the responsibility for recommending to the Board compensation and benefits for independent directors. In discharging this duty, the committee shall be guided by the following goals: compensation should fairly pay directors for work required in an organization of the Company’s size and scope; compensation should align directors’ interests with the long-term interests of shareowners; and the structure of the compensation should be simple, transparent and easy for shareowners to understand. The committee believes that these goals will be served by providing no more than 40% of the independent director compensation in cash and the remainder in restricted stock units or other equity compensation. Each year, the Governance & Nominating Committee shall review independent director compensation and benefits. Directors who are current officers or employees of the Company or GE shall not separately be compensated by the Company for service as directors.


15.	~~Succession Plan~~

The Board shall approve and maintain a succession plan for the CEO and senior executives, based upon recommendations from the Compensation Committee. The Board views CEO selection and management succession as one of its most important responsibilities. In coordination with the Compensation Committee, the Board: (1) develops criteria for the CEO position that reflects the Company’s business strategy; (2) routinely reviews and discusses succession planning; and (3) identifies potential internal successors for the CEO. The Board also maintains an emergency succession plan that is reviewed periodically.


16.	~~Annual Compensation Review of Senior Management~~

The Compensation Committee has primary responsibility for assisting the Board in developing and evaluating potential candidates for executive positions, including the CEO, and for overseeing the development of executive succession plans. As part of this responsibility, the committee oversees the design, development and implementation of the compensation program for the CEO and the other executive officers. The committee evaluates the performance of the CEO and determines CEO compensation in light of the goals and objectives of the compensation program. The CEO and the committee together assess the performance of the other executive officers and determine their compensation, based on initial recommendations from the CEO.


~~17.~~	~~Access to Senior Management~~

~~Non-management directors are encouraged to interact with senior management of the Company without senior corporate management present.~~


~~18.~~	~~Access to Independent Advisors~~

The Board and its committees shall have the right at any time to retain independent outside accounting, financial, legal or other advisors, and the Company shall provide appropriate funding, as determined by the Board or any committee, to compensate such independent outside advisors, as well as to cover the ordinary administrative expenses incurred by the Board and its committees in carrying out their duties.


~~19.~~	~~Director Education~~

New directors participate in an orientation program provided by the General Counsel and the Chief Financial Officer. Each new director shall spend a day at the Company’s headquarters or other offices for personal briefing by senior management on the Company’s strategic plans, its financial statements, and its key policies and practices. In addition, directors shall be provided with continuing education on subjects that would assist them in discharging their duties, including regular programs on the Company’s financial planning and analysis, compliance and corporate governance developments; business-specific learning opportunities through site visits and Board meetings; and briefing sessions on topics that present special risks and opportunities to the Company. The Company will also provide the directors with access to outside educational programs pertaining to the directors’ responsibilities, such as “directors’ colleges.”

~~BHGE 2018 Proxy Statement~~ ~~| A-7~~

~~20.~~ ~~Voting Standard~~

~~Directors shall be elected by a plurality of the votes cast at a meeting of shareowners by the holders of shares~~considered entitled to vote inon the ~~election.~~

~~21.~~ ~~Stock Ownership Requirements~~

~~We require our CEO, executive officers reporting directly~~"non-routine" proposals such as Proposal 1 (the election of directors) and Proposal 2 (the advisory vote related to the CEO and certain directors to own significant amounts of Company stock. All non-management directors who are not officers or employees of GE or its affiliates are required to hold at least five times the cash portion of their annual retainer (currently $500,000) worth of Company stock and/or restricted stock units while serving as a director of the Company.

~~In addition, our CEO and~~Company’s executive officers reporting to the CEO are required to hold Company stock that is equivalent to a multiple of the officer’s base salary as of the date of his or her election or appointment, calculated based upon the average closing Company stock price for the 365-day period immediately preceding the date of calculation:



~~Position~~	~~Multiple~~
~~CEO~~	6x
~~CFO~~	3x
~~Other executive officers reporting to the CEO~~	2x

Individual and joint holdings of Company stock with immediate family members as specified by the committee, including those shares held trust for the benefit of the director, officer or his or her immediate family, in the Company’s 401(k) plan or any deferred compensation ~~accounts, count toward the guidelines, as well as deferred stock units and restricted stock and restricted stock united, whether or not vested.~~

Directors (as applicable) and executive officers have five years to attain the foregoing ownership threshold from the date elected or appointed to the relevant position. Directors and executive officers who have not met the ownership requirements within the time required are required to hold seventy-five percent of the net shares acquired from future exercises or vestings through the Company’s equity compensation programs (e.g., stock option exercises and restricted stock and performance unit vestings) until the ownership levels are met.

~~22.~~ ~~Prohibition on Hedging Company Stock~~

Company directors and executive officers should not enter into any derivative transaction in Company stock, including short sales, forwards, equity swaps, options or collars that are based on the Company’s stock price. Company directors and executive officers should not pledge shares of Company stock as collateral or security for indebtedness.

~~23.~~ ~~Shareowner Approval of Severance and Death Benefits~~

If the Board were to agree to pay severance benefits to any of the officers named in the summary compensation table in the Company’s proxy statement (the “named executive officers”), the Company would seek shareowner approval of such benefits if: (i) the executive’s employment was terminated prior to retirement for performance reasons; and (ii) the value of the proposed severance benefits would exceed 2.99 times the sum of the executive’s base salary and bonus.

For this purpose, severance benefits would not include: (a) any payments based on accrued pension benefits; (b) any payments of salary or bonus amounts that had accrued at the time of termination; (c) any restricted stock units paid to an executive who was terminated within two years prior to age 60; (d) any stock-based incentive awards that had vested or would otherwise have vested within two years following the executive’s termination; and (e) any retiree health, life or other welfare benefits. The Board will also seek shareowner approval for any future agreement or policy that would require the Company to make payments, grants or awards of unearned amounts following the death of any of its named executive officers. This policy does not apply to payments, grants or awards of the sort that are offered to other Company employees. For this purpose, “future agreement” includes the modification or amendment of any existing agreement.

~~BHGE 2018 Proxy Statement~~ ~~| A-8~~

~~24.~~ ~~Potential Impact on Compensation from Executive Misconduct~~

If the Board determines that an executive officer has engaged in conduct detrimental to the Company, the Board may take a range of actions to remedy the conduct, prevent its recurrence, and impose such discipline as would be appropriate. Discipline would vary depending on the facts and circumstances, and may include, without limit, (1) termination of employment, (2) initiating an action for breach of fiduciary duty, and (3) if the conduct resulted in a material inaccuracy in the Company’s financial statements or performance metrics, which affect the executive officer’s compensation, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metrics; provided that if the Board determines that an executive engaged in fraudulent misconduct it will seek such reimbursement. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

program).

BHGE ~~2018~~ 2019ProxyStatement | ~~A-9~~ 66

ANNEX BA

~~Baker Hughes, a GE company~~

~~Audit Committee Charter~~

The Audit Committee (the Committee) of the Board of Directors (the Board) of Baker Hughes, a GE company (the Company), is created by the Board to discharge the responsibilities set forth in, and shall have the authority and membership and operate according to the procedures provided in this charter.

The Committee shall consist of three directors. Members of the Committee shall be appointed by the Board upon the recommendation of the Governance & Nominating Committee and may be removed by the Board in its discretion. All members of the Committee shall be independent directors under the New York Stock Exchange’s (the NYSE) listing requirements and the Company’s independence guidelines, as set forth in the Company’s Governance Principles, and shall also satisfy the Securities and Exchange Commission’s (the SEC) more rigorous independence requirement for members of the audit committee. At least one member of the Committee shall be a Company Independent Director, as defined in the Stockholders Agreement (as defined below). At least one member of the Committee shall qualify as an “audit committee financial expert” under the federal securities laws and each member of the Committee shall have sufficient financial experience and ability to discharge his or her responsibilities as required under the NYSE listing requirements. This charter is intended to implement the provisions of the Stockholders Agreement (the Stockholders Agreement) dated July 3, 2017 between the Company and General Electric Company. In the event of any conflict between this charter and the Stockholders Agreement, the provisions of the Stockholders Agreement shall prevail.

In view of the demands and responsibilities of the Committee, members of the Committee shall not serve on more than two additional audit committees of other public companies, and the chair of the Committee should not serve on more than one other audit committee of a public company.

The Board shall designate a member of the Committee as chairperson. The Committee will meet at least four times a year in such places as it deems necessary to fulfill its responsibilities. All meetings of the Committee will be held pursuant to the Bylaws of the Company with regard to notice and waiver thereof and quorum and voting requirements, and written minutes of each meeting will be duly filed in the Company records.

The purpose of the Committee shall be to assist the Board in its oversight of the integrity of the financial statements of the Company, of the Company’s compliance with legal and regulatory requirements, of the independence and qualifications of the independent auditor and of the performance of the Company’s internal audit function and independent auditors. The Committee has an oversight role, and, in fulfilling that role, it relies on the reviews and reports noted below.

~~In furtherance of this purpose, the Committee shall have the following authority and responsibilities, in addition to any other responsibilities which may be assigned from time to time by the Board:~~

To meet to review and discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and any other matters required to be reviewed under applicable legal, regulatory or NYSE listing requirements.


2.	To discuss with management and the independent auditor, as appropriate, prior to their release to the public, earnings, press releases and financial presentations provided to analysts and rating agencies.

To select the independent auditor to examine the Company’s accounts, controls and financial statements. The Committee shall have the sole authority and responsibility to select, evaluate, compensate and oversee the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (including resolution of disagreements between management and the auditor regarding financial reporting). The independent auditor and each such registered public accounting firm will report directly to the Committee. The Committee shall have the sole

~~BHGE 2018 Proxy Statement~~ ~~| B-1~~

authority to approve all audit engagement fees and terms and the Committee, or the chair of the Committee, must pre-approve any audit and non-audit service provided to the Company by the Company’s independent auditor.


4.	~~To discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management’s response.~~


5.	As required by NYSE listing requirements, to discuss with management the Company’s risk assessment and risk management policies and processes, including risk policies and processes relating to financial statements, financial systems, financial reporting processes, regulatory, compliance and litigation risks and auditing.

The Committee shall review (i) significant matters regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and significant matters as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative Generally Accepted Accounting Principles methods on the financial statements; and (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.


7.	To review and approve the internal corporate audit staff function, including: (i) purpose, authority and organizational reporting lines; (ii) annual audit plan, budget and staffing; and (iii) concurrence in the appointment, compensation and rotation of the internal audit leader.


8.	~~To ensure the rotation of the lead audit partner having primary responsibility for the Company’s audit and the audit partner responsible for reviewing the audit, as required by law.~~


9.	To review, with the chief financial officer, chief accounting officer, the internal audit leader or such others as the Committee deems appropriate, the Company’s internal system of audit and financial controls and the results of internal audits.

~~10.~~

To obtain and review at least annually a formal written report from the independent auditor delineating: the auditing firm’s internal quality-control procedures; the auditing firm’s independence; and any material issues raised within the preceding five years by the auditing firm’s internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry (including inspections by the Public Company Accounting Oversight Board) or investigation relating to any audit conducted by the firm. The Committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews. Also, in order to assess auditor independence, the Committee will review at least annually all relationships between the independent auditor and the Company.


~~11.~~	~~To prepare and publish an annual Committee report in the Company’s proxy statement.~~


~~12.~~	~~To set policies for the hiring of employees or former employees of the Company’s independent auditor.~~

~~13.~~

To review and investigate any matters pertaining to the integrity of management or adherence to standards of business conduct as required in Company policies. This should include regular reviews of compliance processes and programs in general and the corporate ombudsman process in particular. In connection with these reviews, the Committee will meet, as deemed appropriate, with the general counsel and other Company officers or employees.


~~14.~~	To establish and oversee procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters.


~~15.~~	~~The Committee shall meet separately, periodically, with management, the internal audit leader and the Company’s independent auditors.~~

~~BHGE 2018 Proxy Statement~~ ~~| B-2~~

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate so long as at least one member of the subcommittee shall be a financial expert.

The Committee shall have authority to retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

The Committee shall report its actions and any recommendations to the Board after each Committee meeting and shall conduct an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

~~BHGE 2018 Proxy Statement~~ ~~| B-3~~

~~ANNEX C~~

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

The Company presents its financial results in accordance with U.S. ~~GAAP which includes the results of BHI and GE O&G from the merger closing date of July 3, 2017.~~GAAP. However, management believes that using additional non-GAAP measures ~~on a combined business basis~~ will enhance the evaluation of the profitability of the Company and its ongoing operations. Combined business results combine the results of GE O&G with BHI as if the acquisition date had occurred on the first day of all periods presented. All combined business results presented in this Proxy Statement are unaudited. Such combined business results are not prepared in accordance with Article 11 of Regulation S-X. The following tables reconcile BHGE GAAP financial information with ~~combined business basis~~BHGE non-GAAP financial information ~~(non-GAAP)~~ used in the Proxy Statement ~~of BHGE~~ for the year ended December 31, ~~2017.~~

Year ended December 31, 2017
(in millions) BHGE
Add: Baker Hughes ⁽¹⁾(January 1, 2017 to July 3, 2017)
Combined Business Basis
Consolidated results

Orders $ 17,376
$ 4,662
$ 22,038
Revenue 17,259
4,662
21,921
Operating income/(loss) (GAAP) (107 ) (126 ) (233 )
Operating income (adjusted) 922
111
1,033
Research and development 501
135
636

Year ended December 31, 2016
(in millions) BHGE
Add: Baker Hughes ⁽¹⁾
Combined Business Basis
Consolidated results
Orders $ 11,273
$ 9,833
$ 21,106
Revenue 13,269
9,833
23,102
Operating income/(loss) (GAAP) 659
(1,925 ) (1,266 )
Operating income/(loss) (adjusted) 1,346
(735 ) 611

*2018. Certain columns and rows may not ~~sum up~~add due to the use of rounded numbers.

⁽¹⁾



(in millions)	Year ended December 31, 2018
Orders	$	23,904
Revenue	$	22,877
Operating income	$	701
Adjusted Operating income (non-GAAP)	$	1,391
Cash flows generated from operating activities	$	1,762
Free cash flow (non-GAAP)	$	1,225

~~Certain reclassifications and adjustments were performed to conform BHI results to the current BHGE presentation. These consist of the following:~~

~~Adjusted orders~~The reconciliations of operating income (GAAP) and ~~revenue exclude royalty~~adjusted operating income ~~of $4 million and $8 million~~(non-GAAP) for the year ended December 31, ~~2017 and December 31, 2016, respectively.~~2018 are as follows:

~~Operating income (loss), both GAAP and adjusted,~~



(in millions)	Year ended December 31, 2018
Operating income (GAAP)	$	701
Inventory impairment and related charges	$	105
Restructuring, impairment and other	$	433
Merger and related costs	$	153
Total operating income adjustments	$	690
Adjusted operating income (non-GAAP)	$		1,391

The calculation of cash flow from operating activities (GAAP) to ~~exclude other income and royalties originally of $35 million and $4 million~~free cash flow (non-GAAP) for the year ended December 31, 2017, respectively, and $55 million and $8 million for the year ended December 31, 2016, respectively. Of the $55 million of other income for the year ended December 31, 2016, $24 million was adjusted from corporate operating income.

~~Reclassified $67 million and $41 million of litigation charges for the year ended December 31, 2017 and 2016, respectively, from operating income (corporate) to restructuring, impairment & other.~~

~~Reclassified $97 million of loss on sale of business from non-operating income to restructuring, impairment and other charges included in operating income for the year ended December 31, 2016.~~

~~Reclassified $142 million of loss on extinguishment of debt from non-operating income to restructuring, impairment and other charges included in operating income in the year ended December 31, 2016.~~

~~BHGE~~ 2018 ~~Proxy Statement~~ ~~| C-1~~

~~The reconciliations of GAAP and adjusted operating income/(loss) for year ended December 31, 2017 and December 31, 2016 are~~is as follows:

Year ended December 31, 2017
(in millions) BHGE
Add: Baker Hughes(January 1, 2017 to July 3, 2017)
Combined Business Basis
Operating loss (GAAP) $ (107 ) $ (126 ) $ (233 )
Inventory impairment and related charges 244
—
244
Restructuring, impairment and other 412
157
569
Merger and related costs 373
80
453
Total operating income adjustments 1,029
237
1,266
Adjusted operating income (non-GAAP) $ 922
$ 111
$ 1,033

Year ended December 31, 2016
(in millions) BHGE Add: Baker Hughes Combined Business Basis
Operating income/(loss) (GAAP) $ 659
$ (1,925 ) $ (1,266 )
Inventory impairment and related charges 138
617
755
Restructuring, impairment and other 516
2,015
2,531
Goodwill impairment —
1,858
1,858
Merger and related costs 33
(3,301 ) (3,268 )
Total operating income adjustments 687
1,189
1,876
Adjusted operating income/(loss) (non-GAAP) $ 1,346
$ (735 ) $ 611

~~The calculation of adjusted earnings (loss) before interest and taxes (EBIT) for the six months ended December 31, 2017 is as follows:~~

(in millions) Six months ended December 31, 2017
Net loss attributable to Baker Hughes, a GE company (GAAP) $ (73 )
Net loss attributable to noncontrolling interests (282 )
Provision for income taxes 42
Equity in loss of affiliate 11
Loss before income taxes and equity in loss of affiliate (302 )
Other non operating income, net (10 )
Interest expense, net 98
EBIT (214 )
Inventory impairment and related charges 225
Restructuring, impairment and other 310
Merger and related costs 222
Total EBIT adjustments 757
Adjusted EBIT (non-GAAP) $ 544

~~BHGE 2018 Proxy Statement~~ ~~| C-2~~

~~The calculation of adjusted free cash flow for the six months ended December 31, 2017 is as follows:~~


(in millions)	Six months ended December 31, 2017			Year ended December 31, 2018
Cash flow from operating activities (GAAP)	$	(410	)	$		1,762
Add: cash used in capital expenditures, net of proceeds from disposal of assets	(362		)	$	(537		)
Free cash flow (non-GAAP)	(772		)	$		1,225
Impact of ending monetization program	1,223
Deal & restructuring cash outflows	511
Total free cash flow adjustments	1,734
Adjusted cash flow (non-GAAP)	$	962
Less: significant down payment from a customer				$		(300	)
Adjusted Free cash flow (non-GAAP)				$		925

Adjusted revenue is the consolidated revenue (GAAP) for the ~~six~~twelve months ended December 31, ~~2017~~2018 of ~~$11,138~~$22,877 million adjusted for the impact of foreign exchange and business development transactions of ~~$61~~$283 million resulting in adjusted revenue (non-GAAP) of ~~$11,199~~$23,274 million.

~~BHGE 2018 Proxy Statement~~ ~~| C-3~~

~~ANNEX D~~

~~BAKER HUGHES, A GE COMPANY~~

~~EMPLOYEE STOCK PURCHASE PLAN~~

~~BHGE 2018 Proxy Statement~~ ~~| D-1~~

~~TABLE OF CONTENTS~~



	~~ARTICLE I~~
	~~PURPOSE, SHARE COMMITMENT AND INTENT~~
~~1.1~~	~~Purpose~~	~~D-4~~
~~1.2~~	~~Share Commitment~~	~~D-4~~
	~~ARTICLE II~~
	~~DEFINITIONS~~

	~~ARTICLE III~~
	~~ELIGIBILITY~~
~~3.1~~	~~General Requirements~~	~~D-5~~
~~3.2~~	~~Exclusions from Participation~~	~~D-5~~
	~~ARTICLE IV~~
	~~OPTIONS~~
~~4.1~~	~~Terms of an Offering~~	~~D-5~~
~~4.2~~	~~Grant of Options~~	~~D-5~~
~~4.3~~	~~Maximum Number of Shares Subject to Option~~	~~D-5~~
~~4.4~~	~~Formula or Specific Share Limitation Established by the Company~~	~~D-5~~
~~4.5~~	~~Annual $12,000 Limitation~~	~~D-5~~
~~4.6~~	~~Adjustments of Options~~	~~D-5~~
~~4.7~~	~~Insufficient Number of Shares~~	~~D-6~~
	~~ARTICLE V~~
	~~PAYROLL DEDUCITONS~~
~~5.1~~	~~Authorization of Payroll Deductions~~	~~D-6~~
~~5.2~~	~~Payroll Deductions Continuing~~	~~D-6~~
~~5.3~~	~~Right to Stop Payroll Deductions~~	~~D-6~~
~~5.4~~	~~Accounting for Funds~~	~~D-6~~
~~5.5~~	~~Participating Company's Use of Funds~~	~~D-6~~
~~5.6~~	~~Return of Funds~~	~~D-6~~

	~~ARTICLE VI~~
	~~IN SERVICE ELECTION CHANGES; TERMINATION OF EMPLOYMENT~~
~~6.1~~	~~In Service Election Changes~~	~~D-6~~
~~6.2~~	~~Termination of Employment Prior to the Exercise Date~~	~~D-7~~

	~~ARTICLE VII~~
	~~EXERCISE OF OPTION~~
~~7.1~~	~~Purchase of Shares of Stock~~	~~D-7~~
~~7.2~~	~~Issuance of Shares of Stock~~	~~D-7~~
	~~ARTICLE VIII~~
	~~ADMINISTRATION~~
~~8.1~~	~~Powers~~	~~D-7~~
~~8.2~~	~~Standard of Judicial Review of Committee Actions~~	~~D-8~~

~~BHGE 2018 Proxy Statement~~ ~~| D-2~~



	~~ARTICLE IX~~
	~~PARTICIPATION IN PLAN BY SUBSIDIARIES~~
~~9.1~~	~~Participation Procedure~~	~~D-8~~
~~9.2~~	~~No Joint Venture Implied~~	~~D-8~~
	~~ARTICLE X~~
	~~TERMINATION, CHANGE IN CONTROL AND AMENDMENT OF THE PLAN~~
~~10.1~~	~~Termination~~	~~D-8~~
~~10.2~~	~~Change in Control~~	~~D-9~~
~~10.3~~	~~Amendment~~	~~D-9~~
~~10.4~~	~~Plan Term; Approval by Stockholders~~	~~D-9~~
	~~ARTICLE XI~~
	~~MISCELLANEOUS~~
~~11.1~~	~~Plan Not An Employment Contract~~	~~D-9~~
~~11.2~~	~~Options Are Not Transferable~~	~~D-9~~
~~11.3~~	~~No Rights of Stockholder~~	~~D-9~~
~~11.4~~	~~Governmental Regulations~~	~~D-9~~
~~11.5~~	~~Notices~~	~~D-9~~
~~11.6~~	~~Indemnification~~	~~D-9~~
~~11.7~~	~~Tax Withholding~~	~~D-10~~
~~11.8~~	~~Gender and Number~~	~~D-10~~
~~11.9~~	~~Data Privacy~~	~~D-10~~
~~11.10~~	~~Dispositions in Compliance with Securities Laws~~	~~D-10~~
~~11.11~~	~~Beneficiary(ies)~~	~~D-10~~
~~11.12~~	~~Severability~~	~~D-10~~
~~11.13~~	~~Binding Effect~~	~~D-10~~
~~11.14~~	~~Limitations on Liability~~	~~D-10~~
~~11.15~~	~~Governing Law~~	~~D-10~~
~~11.16~~	~~Section 409A of the Code~~	~~D-10~~

BHGE 2018 ProxyStatement | ~~D-3~~

~~ARTICLE I~~

~~PURPOSE, SHARE COMMITMENT AND INTENT~~

~~1.1~~ ~~Purpose~~. The purpose of the Plan is to provide Employees that are selected by the Company to participate in the Plan an opportunity to purchase shares of Stock through periodic offerings of options to purchase shares of Stock at a discount and thus develop a stronger incentive to work for the continued success of the Company. The Plan is not intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

~~1.2~~ ~~Share Commitment.~~ The aggregate number of shares of Stock authorized to be sold pursuant to Options granted under the Plan is 15,000,000, subject to adjustment as provided in Section 4.6. In computing the number of shares of Stock available for grant, any shares of Stock relating to Options which are granted, but which subsequently lapse, are cancelled or are otherwise not exercised by the final date for exercise, shall be available for future grants of Options.

~~ARTICLE II~~

~~DEFINITIONS~~

The words and phrases defined in this Article shall have the meaning set out in these definitions throughout the Plan, unless the context in which any word or phrase appears reasonably requires a broader, narrower, or different meaning.

~~2.1~~ ~~“Account”~~ ~~means the bookkeeping account maintained by the Committee that reflects the amount of payroll deductions credited on behalf of a Participant under the Plan.~~

~~2.2~~ ~~“Affiliate”~~ ~~means any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company or General Electric Company.~~

~~2.3~~ ~~“Authorized Leave of Absence”~~ means a bona fide leave of absence from service with the Company or an Affiliate if the period of the leave does not exceed 90 calendar days, or, if longer, so long as the individual’s right to reemployment with the Company or an Affiliate is guaranteed either by statute or contract.

~~2.4~~ ~~“Base Compensation”~~ means regular straight-time earnings or base salary, excluding payments for overtime, shift differentials, incentive compensation, bonuses, and other special payments, fees, allowances or extraordinary compensation.

~~2.5~~ ~~“Board”~~ ~~means the Board of Directors of the Company, as constituted from time to time.~~

~~2.6~~ ~~“Change in Control”~~ ~~has the meaning assigned to it in the Baker Hughes, a GE company 2017 Long-Term Incentive Plan, as may be amended from time to time.~~

~~2.7~~ ~~“Code”~~ ~~means the Internal Revenue Code of 1986, as amended from time to time.~~

~~2.8~~ ~~“Company”~~ ~~means Baker Hughes, a GE company.~~

~~2.9~~ ~~“Committee”~~ means a committee of the Board acting in accordance with the provisions of Section 8.1, designated by the Board to administer the Plan. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to Section 8.1(b).

~~2.10~~ ~~“Employee”~~ ~~means any employee of a Participating Company.~~

~~2.11~~ ~~“Exchange Act”~~ ~~means the Securities Exchange Act of 1934, as amended.~~

~~2.12~~ ~~“Exercise Date”~~ ~~means the last Trading Day of each Offering Period, which is the day that all Options that eligible Employees have elected to exercise are to be exercised.~~

~~2.13~~ ~~“Fair Market Value”~~ means, with respect to any share of Stock, the closing price of a share of Stock on the date as of which the determination is being made or as otherwise determined in a manner specified by the Committee.

~~2.14~~ ~~“Grant Date”~~ ~~means the first day of each Offering Period, which is the day all eligible Employees are granted an Option under the Plan.~~

~~2.15~~ ~~“Offering”~~ ~~means a given offering of Options under the Plan.~~

~~2.16~~ ~~“Offering Period”~~ means, with respect to a given Offering, the period beginning on the Grant Date and ending on the Exercise Date. The Offering Periods shall begin and end at such times as are specified by the Board or the Committee. Unless and until the Board or the Committee specifies different Offering Periods in writing, there shall be four quarterly Offering Periods during a calendar year, each of which commences on the first day of the quarter and ends on the last day of the quarter.

~~2.17~~ ~~“Option”~~ ~~means an option granted under the Plan to purchase shares of Stock at~~

~~the Option Price on the Exercise Date.~~

~~2.18~~ ~~“Option Price”~~ means the price per share of Stock to be paid by each Participant upon exercise of an Option. The Option Price may be stated as either a percentage or as a dollar amount. The Option Price shall be subject to adjustment under Section 4.6. Unless the Board or the Committee establishes in writing a different Option Price that will apply with respect to a given Offering Period, the Option Price shall be an amount that is equal to 85 percent of the Fair Market Value of a share of Stock on the Exercise Date. The Committee has no authority to establish an Option Price that is lower than the amount specified in the preceding sentence unless such lower Option Price is approved by the Board or the Committee in advance of the applicable Offering Period. Without limiting the foregoing, the Board or the Committee may establish in writing, in advance of the applicable Offering Period, an Option Price equal to a specified percentage but not less than 85 percent of the Fair Market Value of a share of Stock on (a) the Grant Date or (b) the Exercise Date, whichever is lower.

~~2.19~~ ~~“Participant”~~ ~~means, with respect to an Offering, an Employee who elects to participate in such Offering.~~

~~2.20~~ ~~“Participating Company”~~ ~~means the Company or any of its Subsidiaries that is selected for participation in the applicable Offering pursuant to Article IX.~~

~~2.21~~ ~~“Person”~~ ~~means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.~~

~~2.22~~ ~~“Plan”~~ ~~means the Baker Hughes, a GE company Employee Stock Purchase Plan, as set out in this document and as it may be amended from time to time.~~

~~2.23~~ ~~“Stock”~~ ~~means the Class A common shares of the Company, $0.0001 par value, and such other securities as may become available, pursuant to an adjustment under Section 4.6.~~

~~2.24~~ ~~“Subsidiary”~~ means (i) any entity that, directly or through one or more intermediaries, is controlled by the Company, or (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

~~2.24~~ ~~“Trading Day”~~ ~~means a day on which the principal securities exchange on which the shares of Stock are listed is open for trading.~~

~~ARTICLE III~~

~~ELIGIBILITY~~

~~BHGE 2018 Proxy Statement~~ ~~| D-4~~

~~3.1~~ ~~General Requirements.~~ Each Employee of each Participating Company who is not excluded from participation pursuant to Section 3.2 is eligible to participate in a given Offering if such Employee is in the employ of a Participating Company on the Grant Date. Participation in the Plan by any Employee is voluntary.

~~3.2~~ ~~Exclusions From Participation~~. Options will be granted to all Employees of all Participating Companies under each Offering; provided, however, the Committee, in its sole discretion, may determine to exclude any Employee or group of Employees from any Offering, including, without limitation, due to administrative, financial or local law considerations. For clarity, the following individuals are excluded from coverage under an Offering: an individual classified by the Participating Company as an independent contractor or a non-employee consultant, an individual who is performing services for a Participating Company through a leasing or employment agency, or an employee of an entity other than a Participating Company.

~~ARTICLE IV~~

~~OPTIONS~~

~~4.1~~ ~~Terms of an Offering.~~ The terms of an Offering shall be established by the Committee. The terms shall be set forth in writing and communicated to eligible Employees prior to the Grant Date for the Offering. The terms of an Offering shall include (1) a designation of the Participating Company, (2) the identification of any exclusions from participation applicable to the Offering (which exclusions must be permitted under Section 3.2), (3) the Offering Period, and (4) the Option Price. Offerings may be consecutive and overlapping, and the terms of each Offering need not be identical.

~~4.2~~ ~~Grant of Option.~~ Effective as of the Grant Date of each Offering, the Company shall grant an Option to each Participant which shall be exercisable on the Exercise Date through funds accumulated by the Participant through payroll deductions made during the Offering Period. Each Option grant is subject to the availability of a sufficient number of shares of Stock reserved for purchase under the Plan. In the event there is an insufficient number of shares reserved for purchase under the Plan, the number of shares purchased shall be adjusted as provided in Section 4.7.

~~4.3~~ ~~Maximum Number of Shares Subject to Option.~~ An Option granted to an Employee for any Offering shall be for that number of shares of Stock equal to the least of the number of whole shares of Stock that may be purchased during the Offering Period (1) at the Option Price with the amount credited to the Participant’s Account on the Exercise Date, (2) under limitations established by the Committee pursuant to Section 4.4, or (3) under the limitation set forth in Section 4.5. The number of shares of Stock that may be purchased under an Option shall be subject to adjustment under Sections 4.6 and 4.7.

~~4.4~~ ~~Formula or Specific Share Limitation Established by the Company.~~ The Committee shall establish and announce to Participants prior to an Offering a maximum number of shares of Stock that may be purchased by a Participant during the Offering Period. The Committee may specify that the maximum amount of Stock that a Participant may purchase under an Offering is determined on the basis of a uniform relationship to the total compensation, or the basic or regular rate of compensation, of all Employees. Notwithstanding any other provision of the Plan, unless the Committee determines otherwise with respect to an Offering, the maximum number of shares of Stock that a Participant shall be permitted to purchase during an Offering Period is the lesser of (1) 1,275 shares or (2) the number of shares of Stock that may be purchased with $3,000 at a per share price of 85% of the Fair Market Value of a share of Stock (determined as of the Grant Date).

~~4.5~~ ~~Annual $12,000 Limitation.~~ No Employee will be permitted to purchase shares of Stock under the Plan at a rate which exceeds $12,000, or with respect to any Employee whose Base Compensation is denominated in a currency other than United States dollars, the equivalent amount as denominated in such local currency, as determined by the Committee, in Fair Market Value of the shares of Stock (determined at the time the Option is granted) for each calendar year in which any Option granted to the Employee is outstanding at any time.

~~4.6~~ ~~Adjustments of Options.~~ In the event of any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, or the like, as a result of which shares shall be issued in respect of the outstanding shares of Stock, or the shares of Stock shall be changed into the same or a different number of the

~~BHGE 2018 Proxy Statement~~ ~~| D-5~~

same or another class of stock, the total number of shares of Stock authorized to be committed to the Plan, the number of shares of Stock subject to each outstanding Option, the Option Price applicable to each Option, and/or the consideration to be received upon exercise of each Option shall be appropriately adjusted by the Committee. In addition, the Committee shall, in its sole discretion, have authority to provide for (a) the acceleration of the Exercise Date of outstanding Options or (b) the conversion of outstanding Options into cash or other property to be received in certain of the transactions specified in this paragraph above upon the completion of the transaction.

~~4.7~~ ~~Insufficient Number of Shares.~~ If the number of shares of Stock reserved for purchase for any Offering Period is insufficient to cover the number of shares which Participants elect to purchase during such Offering Period, then the number of shares of Stock which each Participant has a right to purchase on the Exercise Date shall be reduced to the number of shares of Stock which the Committee shall determine by multiplying the number of shares of Stock reserved under the Plan for such Offering Period by a fraction, the numerator of which shall be the number of shares of Stock which the Participant elected to purchase during the Offering Period and the denominator of which shall be the total number of shares of Stock which all Participants elected to purchase during such Offering Period.

~~ARTICLE V~~

~~PAYROLL DEDUCTIONS~~

~~5.1~~ ~~Authorization of Payroll Deductions~~. For an Employee to participate during a given Offering Period, he must elect to participate in the Offering by authorizing deductions from his Base Compensation prior to the Grant Date in accordance with procedures established by the Committee. Unless the Participant changes the rate of the Participant’s payroll deductions, the Participant’s payroll deductions shall continue through the last pay date prior to the Exercise Date. A Participant may not make additional payments to the Participant’s Account. An Employee who does not authorize payroll deductions from his Base Compensation with respect to a given Offering shall be deemed to have elected to not participate in the Offering.

~~5.2~~ ~~Payroll Deductions Continuing.~~ ~~A Participant’s payroll deduction authorization may remain in effect for all ensuing Offering Periods until changed by the Participant in accordance with procedures established by the Committee.~~

~~5.3~~ ~~Right to Stop Payroll Deductions.~~ ~~Except for a complete cessation of participation pursuant to Section 6.1, a Participant shall have no right to discontinue the Participant’s payroll deduction authorization.~~

~~5.4~~ ~~Accounting for Funds.~~ As of each payroll deduction period, the Participating Company shall cause to be credited to the Participant’s Account in a ledger established for that purpose the funds withheld from and attributable to the Participant’s Base Compensation for that period. No interest shall be credited to the Participant’s Account at any time. The obligation of the Participating Company to the Participant for this Account shall be a general corporate obligation and shall not be funded through a trust or secured by any assets which would cause the Participant to be other than a general creditor of the Participating Company.

~~5.5~~ ~~Participating Company’s Use of Funds.~~ All payroll deductions received or held by a Participating Company may be used by the Participating Company for any corporate purpose, and the Participating Company shall not be obligated to segregate such payroll deductions.

~~5.6~~ ~~Return of Funds.~~ Except as specified herein, as soon as administratively practicable after the expiration of an Offering Period, payroll deductions that are not used to purchase Stock during such Offering Period will be refunded to the Participants without interest.

~~ARTICLE VI~~

~~IN SERVICE ELECTION CHANGES; TERMINATION OF EMPLOYMENT~~

~~6.1~~ ~~In Service Election Changes.~~ A Participant may decrease the amount of payroll deductions, and may stop payroll deductions altogether, during an Offering Period. A Participant may not increase payroll deductions during an Offering Period (which also means that a Participant who stops payroll deductions during an Offering Period may not contribute for the rest of that period). Election changes must be made in accordance with established administrative procedures, and will not result in refunds of any previous contributions. If the Participant wishes to

~~BHGE 2018 Proxy Statement~~ ~~| D-6~~

~~participate in any future Offering Period, he must file a new payroll deduction election within the time frame required by the Committee for participation in the next Offering Period.~~

~~6.2~~ T~~ermination of Employment Prior to the Exercise Date.~~ If a Participant’s employment with the Company and all Affiliates terminates for any reason, including but not limited to retirement, death, or disability, prior to the Exercise Date, any unapplied payroll deductions will be used to purchase Shares, and contributions will not resume unless and until the Participant again becomes an Employee and enrolls in the Plan.

~~ARTICLE VII~~

~~EXERCISE OF OPTION~~

~~7.1~~ ~~Purchase of Shares of Stock.~~ Subject to the provisions of the Plan, on the Exercise Date of the applicable Offering Period for an Offering, each Participant’s Account shall be used to purchase shares of Stock, which may result in the crediting of fractional shares at the Option Price for that Offering. Any fractional shares will be computed to four decimal places. After the purchase of all shares of Stock available on the Exercise Date, all Options granted for the Offering to the extent not used are terminated and no Option shall remain exercisable after the Exercise Date.

~~7.2~~ ~~Issuance of Shares of Stock.~~ The Committee may determine in its discretion the manner of delivery of the shares of Stock purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of shares of Stock certificates or any other means as the Committee, in its discretion, deems appropriate; provided that no Stock certificates will be delivered for any fractional shares. The Committee may, in its discretion, hold a certificate for any shares of Stock or cause shares of Stock to be legended in order to comply with the securities laws of the applicable jurisdiction, or should the shares of Stock be represented by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the shares of Stock as the Committee considers necessary or advisable to comply with applicable law.

~~ARTICLE VIII~~

~~ADMINISTRATION~~

~~8.1~~ ~~Powers.~~ Except as otherwise provided herein, the Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for implementing the terms of the Plan as it may deem appropriate. The Committee shall have the ability to modify the Plan provisions, to the extent necessary, or delegate such authority, to accommodate any law or regulation in jurisdictions in which Participants are eligible to receive Options under any Offering.

~~(a)~~ ~~Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority:~~

i. ~~to delegate or make rules for administering the Plan so long as they are not inconsistent~~

~~with the terms of the Plan;~~

~~ii. to construe all provisions of the Plan;~~

~~iii.~~ ~~to correct any defect, supply any omission, or reconcile any inconsistency which may appear in the Plan;~~

~~iv.~~ ~~to select, employ, and compensate at any time any consultants, accountants, attorneys, and other agents the Committee believes necessary or advisable for the proper administration of the Plan;~~

v. ~~to determine all questions relating to eligibility, Fair Market Value, Option Price and all other matters relating to benefits or Participants’ entitlement to benefits;~~

~~vi.~~ to determine all controversies relating to the administration of the Plan, including but not limited to any differences of opinion arising between a Participating Company and a Participant, and any questions it believes advisable for the proper administration of the Plan; and;

~~BHGE 2018 Proxy Statement~~ ~~| D-7~~

~~vii. to delegate any clerical or recordation duties of the Committee as the Committee believes is advisable to properly administer the Plan.~~

~~(b)~~ Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including any Participating Company, any Affiliate, any Participant, any stockholder, and any Employee. Actions of the Committee may be taken by:

~~i. the Chairman of the Committee;~~

~~ii.~~ ~~a subcommittee, designated by the Committee;~~

~~iii.~~ the Committee but with one or more members abstaining or recusing himself or herself from acting on the matter, so long as two or more members remain to act on the matter. Such action, authorized by the Chairman, such a subcommittee or by the Committee (whether upon the abstention or recusal of such members or otherwise), shall be the action of the Committee for purposes of the Plan; or

~~iv.~~ one or more officers or managers of the Company or any Subsidiary, or a committee of such officers or managers whose authority is subject to such terms and limitations set forth by the Committee, and only with respect to Employees who are not officers or directors of the Company for purposes of Section 16 of the Exchange Act. This delegation shall include modifications necessary to accommodate changes in the laws or regulations of jurisdictions outside the U.S.

~~8.2~~ S~~tandard of Judicial Review of Committee Actions.~~ The Committee has full and absolute discretion in the exercise of each and every aspect of its authority under the Plan. Notwithstanding anything to the contrary, any action taken, or ruling or decision made by the Committee in the exercise of any of its powers and authorities under the Plan shall be final and conclusive as to all parties, including without limitation all Participants and their beneficiaries, regardless of whether the Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling, or decision. No final action, ruling, or decision of the Committee shall be subject to de novo review in any judicial proceeding; and no final action, ruling, or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

~~ARTICLE IX~~

~~PARTICIPATION IN PLAN BY SUBSIDIARIES~~

~~9.1~~ ~~Participation Procedure.~~ The Company, acting through the Committee, shall designate the Subsidiaries of the Company that may participate in a given Offering. A Subsidiary that is selected to participate in an Offering shall provide the Company all information required by the Company in order to administer the Plan.

~~9.2~~ ~~No Joint Venture Implied.~~ Neither the participation in the Plan or an Offering by a Subsidiary nor any act performed by it in relation to the Plan shall create a joint venture or partnership relation between it and the Company or any other Subsidiary.

~~ARTICLE X~~

~~TERMINATION, CHANGE IN CONTROL AND AMENDMENT OF THE PLAN~~

~~10.1~~ ~~Termination.~~ The Company may, by action of the Board or the Committee, terminate the Plan at any time and for any reason. Upon any such termination, all outstanding Options shall, as determined by the Board or the Committee in its sole discretion, (a) terminate, and as soon as administratively feasible there shall be refunded to each Participant the remaining funds in the Participant’s Account, or (b) a date established by the Board or the Committee that is on or before the date of such termination shall be treated as the last day of the Offering Period, and all outstanding Options shall be exercisable on such date. The Plan shall automatically terminate upon the purchase by Participants

~~BHGE 2018 Proxy Statement~~ ~~| D-8~~

~~of all shares of Stock committed to the Plan, unless the number of shares of Stock committed to the Plan is increased by the Committee or the Board and approved by the stockholders of the Company.~~

~~10.2.~~ ~~Change in Control.~~ In the event of a Change in Control, the Board or the Committee, in its sole discretion, may provide for any of the following: (a) each Option shall be assumed or an equivalent option shall be substituted by the acquirer in such Change in Control, (b) a date established by the Board or the Committee that is on or before the date of such Change in Control shall be treated as the last day of the Offering Period, and all outstanding Options shall be exercisable on such date, or (c) all outstanding Options shall terminate and as soon as administratively feasible there shall be refunded to each Participant the remaining funds in the Participant’s Account.

~~10.3~~ ~~Amendment.~~ The Board or the Committee has the right to modify, alter or amend the Plan at any time and from time to time to any extent that it deems advisable. The Board or the Committee may suspend the operation of the Plan for any period as it may deem advisable. However, no amendment or suspension shall operate to reduce any amounts previously allocated to a Participant’s Account, reduce a Participant’s rights with respect to shares of Stock previously purchased and held on the Participant’s behalf under the Plan or adversely affect the current Option a Participant already has outstanding under the Plan without the Participant’s agreement. Any amendment changing the aggregate number of shares of Stock to be committed to the Plan and any other change for which stockholder approval is required under regulations issued by the Department of Treasury or the listing rules of the New York Stock Exchange or such other stock exchange or national market system on which shares of Stock are listed or quoted, must be approved by the stockholders of the Company in order to be effective.

~~10.4~~ ~~Plan Term; Approval by Stockholders.~~ Subject to approval by the stockholders of the Company in accordance with this Section, the Plan shall be in effect from the date of the adoption of the Plan by the Board until terminated in accordance with Section 10.1. The Plan shall be submitted for approval by the stockholders of the Company prior to the first Exercise Date. Options may be granted prior to such stockholder approval; provided, however, that if such approval has not been obtained prior to the first Exercise Date, all Options previously granted under the Plan shall thereupon terminate without being exercised, and the funds credited to each Participant’s account shall be returned to such Participant as soon as administratively feasible after such termination.

~~ARTICLE XI~~

~~MISCELLANEOUS~~

~~11.1~~ ~~Plan Not An Employment Contract.~~ The adoption and maintenance of the Plan is not a contract between any Participating Company and its Employees which gives any Employee the right to be retained in his employment. Likewise, it is not intended to interfere with the rights of any Participating Company to discharge any Employee at any time or to interfere with the Employee’s right to terminate the Employee’s employment at any time.

~~11.2~~ ~~Options Are Not Transferable.~~ Any Option granted to a Participant under the Plan is not transferable by the Participant other than by will or the laws of descent and distribution, and must be exercisable, during the Participant’s lifetime, only by the Participant. In the event any Participant attempts to violate the terms of this Section 11.2, any Option held by the Participant shall be terminated by the Company and, upon return to the Participant of the remaining funds in the Participant’s Account, all of the Participant’s rights under the Plan will terminate.

~~11.3~~ ~~No Rights of Stockholder.~~ ~~No eligible Employee or Participant shall by reason of participation in the Plan have any rights of a stockholder of the Company until he acquires shares of Stock as provided in the Plan.~~

~~11.4~~ ~~Governmental Regulations.~~ The obligation to sell or deliver the shares of Stock under the Plan is subject to the approval of all governmental authorities required in connection with the authorization, purchase, issuance or sale of the shares of Stock.

~~11.5~~ ~~Notices.~~ All notices and other communications in connection with the Plan shall be in the form specified by the Committee and shall be deemed to have been duly given when sent to the Participant at the Participant’s last known address or to the Participant’s designated personal representative or beneficiary as determined in accordance with Section11.11, or to the Participating Company or its designated representative, as the case may be.

~~11.6~~ ~~Indemnification.~~ ~~In addition to all other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable~~

~~BHGE 2018 Proxy Statement~~ ~~| D-9~~

expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted under the Plan, and against all amounts paid in settlement (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it is adjudged in the action, suit or proceeding, that the Committee member is liable for gross negligence or willful misconduct in the performance of his duties.

~~11.7~~ ~~Tax Withholding.~~ At the time a Participant’s Option is granted or exercised or at the time a Participant disposes of some or all of the shares of Stock purchased under the Plan, the Participant must make adequate provision for the Participating Company’s federal, state, foreign or other tax withholding obligations, if any, which arise upon the grant or exercise of the Option or the disposition of the shares of Stock. At any time, the Participating Company may, but shall not be obligated to, withhold from the Participant’s Option, by way of net settlement, the number of Shares otherwise issuable on exercise of such Option as is necessary for the Participating Company to meet applicable withholding obligations.

~~11.8~~ ~~Gender and Number.~~ ~~If the context requires it, words of one gender when used in the Plan shall include the other gender, and words used in the singular or plural shall include the other.~~

~~11.9~~ ~~Data Privacy.~~ By participating in the Plan, each Participant agrees to the collection, processing, use and transfer of personal information by the Participating Company that employs the Participant, the Company, and the Committee in order to administer the Plan.

~~11.10~~ ~~Dispositions in Compliance with Securities Laws.~~ By becoming a Participant in the Plan, each Participant agrees that any dispositions of shares of Stock by such Participant shall be in compliance with the provisions of federal, state and foreign securities laws, including the provisions of Section 16(b) of the Exchange Act.

~~11.11~~ ~~Beneficiary(ies).~~ At the time of the Participant’s or former Participant’s death, any shares of Stock in the Account shall be distributed to such Participant’s or former Participant’s (a) executor or administrator or (b) his heirs at law, if there is no administration of such Participant’s or former Participant’s estate. Before any distribution is made, the Committee may require appropriate written documentation of (1) the appointment of the personal representative of the Participant’s estate or (2) heirship.

~~11.12~~ ~~Severability.~~ ~~Each provision of the Plan may be severed. If any provision is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of any other provision.~~

~~11.13~~ ~~Binding Effect.~~ ~~The Plan shall be binding upon any successor of the Company.~~

~~11.14~~ ~~Limitation on Liability.~~ Under no circumstances shall the Company incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any Person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s role as Plan sponsor.

~~11.15~~ ~~Governing Law.~~ The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law without regard to conflict of law.

~~11.16~~ ~~Section 409A of the Code.~~ Options granted under the Plan to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Options granted to U.S. taxpayers under the Plan will be subject to such terms and conditions that will permit such Options to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to an Option be delivered within the short-term deferral period. If the Committee determines that an Option or the exercise, payment, settlement, or deferral thereof is subject to Section 409A of the Code, the Option will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other Person if an Option that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee with respect thereto.

~~BHGE 2018 Proxy Statement~~ ~~| D-10~~A-1



¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

BAKER HUGHES, a GE company
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1	)	Title of each class of securities to which transaction applies:

	(2	)	Aggregate number of securities to which transaction applies:

	(3	)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4	)	Proposed maximum aggregate value of transaction:

	(5	)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:

	(2)		Form, Schedule or Registration Statement No.:

	(3)		Filing Party:

	(4)		Date Filed:

How to Vote in Advance
WHERE		2001 Rankin Road Baker Street Conference Room Houston, Texas 77073
EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO VOTE IN ADVANCE OF THE MEETING USING ONE OF THESE VOTING METHODS
AGENDA	Proposal 1
	:	~~Via the Internet at www.proxyvote.com~~	)	~~Calling toll-free at 1-800-690-6903~~

	+	~~Mailing your signed proxy card or voting instructions to the address listed on the envelope~~

directors	)	Registered Holders 1-855-658-0965 Beneficial Holders 1-800-454-8683
2.Proposal 2			An advisory vote related to the Company’s executive compensation ~~program;~~

2019	:	Registered Holders www.proxypush.com/BHGE Beneficial Holders www.proxyvote.com
5.	Such other business as may properly come before the meeting and any reconvened meeting after an adjournment ~~thereof.~~thereof	+	Mail your signed proxy card or voting instruction to the address listed on the envelope
WHO CAN VOTE		Holders of Baker Hughes, a GE company Class A Common Stock and Class B Common Stock at the close of business on March 15, 2019	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCK HOLDERS TO BE HELD ON MAY 10, 2019 Baker Hughes, a GE company's 2019 Proxy Statement and 2018 Annual Report are available on the Internet: Registered Holders www.proxydocs.com/BHGE Beneficial Holders www.proxyvote.com
MEETING ATTENDANCE		Photo identification and evidence of share ownership are required to attend the meeting. You may find additional information under "General Information" on page 63
DATE OF MAILING		A Notice of Internet Availability of Proxy Materials will be mailed on or about March 25, 2019



	By order of the Board of Directors,

	Lee Whitley
Houston, Texas, March 25, 2019	Associate General Counsel and Corporate Secretary



				Sincerely,

				Lorenzo Simonelli Chairman, President & Chief Executive Officer

	program
3.	~~The approval of the Company’s Employee Stock Purchase Plan;~~


4.Proposal 3	The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ~~2018; and~~



~~Proxy Statement Summary~~	1
~~General Information~~	4Proxy Statement Summary
~~Voting Securities~~
6	5
Proposal No. 1 Election of Directors	6
~~Corporate Governance~~ 14	11Corporate Governance
~~Director Compensation~~ 14	Controlled Company Status
15	Stockholder Engagement
15	Stockholder Communications with the Board of Directors
15	The Board's Leadership Structure
16	Risk Oversight
~~Stock Ownership~~ 17	CEO and Senior Management Succession Planning
17	Board Attendance
17	Director Independence
18	Committees of the Board
19	Code of Conduct
~~Charitable Contributions~~ 20	Director Compensation
22	Stock Ownership
24	Charitable Contributions
24	Certain Relationships and Related Party Transactions	22
28	Compensation Discussion and Analysis	25
~~Compensation Committee Report~~ 29	25Executive Summary
~~Summary~~ 32	Total Direct Compensation ~~Table~~for NEOs
38	Other Elements of Compensation
40	Decision-Making Process and Key Inputs
42	Additional Compensation Program Features and Policies
43	Compensation Committee Report
44	Summary Compensation Table
47	Grants of Plan-Based Awards	47 in 2018
48	Outstanding Equity Awards at Fiscal Year-End	49
50	Option Exercises and Stock Vested
50	Pension Benefits
51	Nonqualified Deferred Compensation
~~Pension Benefits~~	51
~~Nonqualified Deferred Compensation~~	52
Potential Payments Upon Change in Control or Termination	52
57	CEO Pay Ratio Disclosure	59



57	Compensation Committee Interlocks and Insider Participation
6058
Proposal No. 2 Advisory Vote on Executive Compensation	61
~~Proposal No. 3 Approval of the Baker Hughes, a GE company Employee Stock Purchase Plan~~ 59	Audit Committee Report
60	Fees Paid to KPMG LLP, KPMG S.p.A. and Deloitte & Touche LLP
62
~~Audit Committee Report~~	65
~~Fees Paid to Deloitte & Touche LLP, KPMG LLP and KPMG S.p.A.~~	67
Proposal No. 43 Ratification of the Company's Independent Registered Public Accounting Firm	69
~~Annual Report~~ 63	70General Information
~~Incorporation by Reference~~ 63	70Information About the Notice of Internet Availability of Proxy Materials
~~Stockholder Proposals~~ 63	70Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 10, 2019
~~Other Matters~~ 63	70Stockholder of Record; Shares Registered in Your Name
~~Governance Principles~~ 63	Beneficial Owner; Shares Registered in the Name of the Broker, Bank or Other Agent
63	Voting
64	Solicitation of Proxies
64	Attendance
64	Householding
64	Annual Report
65	Incorporation by Reference
65	Stockholder Proposals
65	Other Matters
66	Voting Securities
A-1
~~Charter of the Audit Committee of the Board of Directors~~	~~B-1~~
Reconciliation of GAAP Measures to ~~Non-GAAP~~non-GAAP Measures	~~C-1~~
~~Employee Stock Purchase Plan~~	~~D-1~~



~~Date:~~	~~May 11, 2018~~
~~Time:~~	Date: May 10, 2019		Time: 9:00 a.m. Central Daylight Time
~~Place:~~		Place: 2001 Rankin Road Baker Street Conference Room Houston, Texas 77073



~~No.~~	~~Proposal~~	~~Board Recommendation~~
1.	~~The election of directors~~	~~FOR~~ ~~each nominee~~
2.	~~An advisory vote related to the Company’s executive compensation program~~	~~FOR~~
3.	~~The approval of the Company’s Employee Stock Purchase Plan~~	~~FOR~~
4.	~~The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2018~~	~~FOR~~



NO.	PROPOSAL	BOARD RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
1	The election of directors	FOR each nominee	6
2	An advisory vote related to the Company’s executive compensation program	FOR	58
3	The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019	FOR	62



~~$21.9B~~ COMBINED REVENUE *	~~$1B~~ ADJUSTED OPERATING INCOME *	~~64K+~~ ~~EMPLOYEES IN~~ ~~120~~ ~~COUNTRIES~~	~~ANNOUNCED A$3BSHAREBUYBACK AUTHORIZATION~~
* Combined revenue and adjusted operating income are non-GAAP measures. A reconciliation of GAAP to non- ~~GAAP measures is included in this proxy statement as Annex C.~~




$23.9B ORDERS	$22.9B REVENUE	$0.7B OPERATING INCOME	$1.4B ADJUSTED OPERATING INCOME *	$1.8B CASH FLOW FROM OPERATING ACTIVITIES	$1.2B FREE CASH FLOW *
* Adjusted operating income and ~~Sustainability~~free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in this Proxy Statement as Annex A.



	153		NET ZERO CO₂ BY 2050		Top 250
PerfectHSE Days		Announced our commitment to reducing CO₂ equivalent emissions to net zero by 2050		Wall Street Journal Best Managed Companies



72 ~~Combined 2H'17~~	~~2,700~~ ~~Volunteer Hours~~	~~TOP 50~~ ~~Most Community Minded Companies~~
~~Perfect HSE~~ ~~Days~~	~~to support disaster relief efforts in the U.S.~~	~~Civic 50~~



	GENDER DIVERSITY		AREAS OF EXPERTISE				AVERAGE DIRECTOR AGE

				Global		9	59
7
6				Leadership		9
5
4				Industry	6
3
2				Finance		9
1							Years Old
				Independent	6
	Male	Female



	Developed "50-50-50," a comprehensive growth strategy that includes three core pillars:
	- 50% improvement in core competitiveness
	- 50% improvement in productivity and efficiency
	- 50% increase in industrial yield
	Made significant progress on our 2018 financial priorities of growing market share, increasing margin rates and increasing free cash flow conversion
	Secured important wins and partnerships with key customers such as ADNOC, an integrated services contract with Equinor, an integrated services contract for the Marjan field in Saudi Arabia, a subsea contract for ONGC's 98/2 project in India, as well as Chevron's Gorgon Phase 2 in Australia, and a turbomachinery contract for LNG Canada
	Strengthened our portfolio through new strategic technology launches such as Subsea Connect and Aptara™ TOTEX-lite subsea system



ü	~~Significant Minority Stockholder Protections including lockup, standstill, and Conflicts Committee composed of non-GE directors~~
ü	~~Lead Director~~
ü	~~Active stockholder engagement~~
ü	~~Significant stock ownership guidelines for executives and directors~~
ü	~~No pledging or hedging of company stock~~
ü	~~Diverse board in terms of gender, experience and skills~~
ü	~~Annual election of directors~~
ü	~~Mandatory director retirement age of 75 and 15-year term limits~~



			COMMITTEE MEMBERSHIPS⁽¹⁾
NAME PRIMARY OCCUPATION	AGE	DIRECTOR SINCE	AC	CC	GNC	CNF	INDEPENDENT
W. Geoffrey Beattie * Chief Executive Officer Generation Capital	59	2017	M		C		YES
Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LLC	57	2017		M	M	M	YES
Clarence P. Cazalot, Jr. Former Executive Chairman, President and CEO Marathon Oil Corporation	68	2017			M	C	YES
Gregory L. Ebel Former Chairman, President and CEO Spectra Energy Corp.	54	N/A	Not Applicable				YES
Lynn L. Elsenhans Former Executive Chairman, President and CEO Sunoco, Inc.	62	2017	C		M	M	YES
Jamie S. Miller Senior Vice President and CFO General Electric	50	2017			M		NO
James J. Mulva Former Chairman and CEO ConocoPhillips	72	2017	M	M			YES
John G. Rice Chairman GE Gas Power	62	2017		C			NO
Lorenzo Simonelli Chairman, President and CEO Baker Hughes, a GE company	45	2017	Not Applicable				NO



~~Proposal~~	~~Vote Required~~	~~Broker Non-Votes or Withhold Votes~~	~~Abstentions~~

~~Election of Directors~~	~~The affirmative vote of a plurality of votes cast by the holders of shares present or represented at the Annual Meeting~~Align executive and ~~entitled to vote on the matter.~~ stockholder interests	~~No effect on the outcome~~Provide a significant portion of ~~the vote~~total compensation that is performance-based and at risk	~~Not applicable~~Attract and retain talented executives
~~The approval of the advisory vote related to the Company's executive compensation program~~	~~The affirmative vote of holders of the majority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter.~~	~~No effect on the outcome of the vote~~	~~Abstentions have the same effect as a vote against~~
~~The approval of the Company’s Employee Stock Purchase Plan~~	~~The affirmative vote of holders of the majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter.~~	~~No effect on the outcome of the vote~~	~~Abstentions have the same effect as a vote against~~
~~The approval of the ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2018~~	~~The affirmative vote of holders of the majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter.~~	~~Brokers may vote on uninstructed shares~~	~~Abstentions have the same effect as a vote against~~



2018 Compensation Decisions
	NEO BASE SALARY REMAINED FLAT FOR 2018	Pg 32
	APPROVED OVERALL PAYOUT OF 2018 ANNUAL BONUS BELOW TARGET	Pg 33
	AWARDED ANNUAL LONG-TERM INCENTIVE GRANTS WITH 50% PSU WEIGHTING AND AN EMPHASIS ON OUTPERFORMING THE MARKET	Pg 35
	ADJUSTED THE COMPENSATION REFERENCE GROUP	Pg 40



~~Director Nominee Biographies~~		THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH NOMINEE.



	W. GEOFFREY BEATTIE AGE:59 DIRECTOR SINCE:2017 COMMITTEES: Audit (Member) Governance & Nominating (Chair)

		~~W. Geoffrey Beattie~~ BIOGRAPHY:Mr. Beattie has ~~been serving~~served as a director of the Company since July 2017, and as the Lead Director of the Board since October 2017. He has been the Chief Executive Officer of Generation Capital, a private investment company based in Toronto, Canada, since September 2013. He served previously as Chief Executive Officer of the Woodbridge Company Limited, a privately held investment company and the majority ~~shareholder~~stockholder of Thomson Reuters from March 1998 to December 2012, where he also served as Deputy Chairman from May 2000 to May 2013. Mr. Beattie was previously a partner of the law firm Torys LLP. Skills & Qualifications Mr. Beattie’s extensive leadership experience, investor experience and broad financial expertise, including in the area of risk management.

He currently serves on the ~~boards~~board of directors of GE, Maple Leaf Foods and Fiera Capital Corporation. He served on the board of directors of Acasta Enterprises Inc. until December 2018. He also serves as the Chairman of Relay Ventures, a Canadian venture capital firm and as a director of DBRS Inc. (Dominion Bond Rating Service). Mr. Beattie is a GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills~~

SKILLS & ~~Qualifications~~ QUALIFICATIONS:
Mr. ~~Beattie’s~~Beattie has extensive leadership experience, investor experience and broad financial expertise, including in the area of risk management.



	GREGORY D. BRENNEMAN ~~Age:~~ AGE58:57 ~~Director since:~~ DIRECTOR SINCE:2017 ~~Committees:~~COMMITTEES: ~~Audit~~Conflicts (Member) Compensation (Member) Governance & Nominating ~~(Chair)~~(Member)

		~~Gregory D. Brenneman~~ BIOGRAPHY:Mr. Brenneman has ~~been serving~~served as a director of the Company since July 2017. He has served as Executive Chairman of CCMP Capital Advisors, LLC since 2016, Chief Executive Officer from 2015 to 2016 and Chairman from 2008 to 2016. He has also served as Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm, since 1994. ~~Mr. Brenneman served as Executive Chairman of Quizno’s Corporation from 2008 to 2010 and as its President and Chief Executive Officer from 2007 to 2008.~~ He served on ~~BHI's~~Baker Hughes Incorporated’s Board of Directors from 2014 through July 2017 and served on the boards of Automatic Data Processing, Inc., Milacron Holdings Corp and Francesca’s Collections within the last five years.

He currently serves on the board of directors of The Home Depot, Inc. and PQ Corporation. Mr. Brenneman is a Non-GE Director nominee pursuant to the terms of the Stockholders Agreement.

~~Skills~~SKILLS & ~~Qualifications~~QUALIFICATIONS:
Mr. ~~Brenneman’s~~Brenneman has extensive leadership and financial experience in public companies, including his service as a former chief executive officer and director of other public companies.



		CLARENCE P. CAZALOT, JR. ~~Age:~~AGE 56:68 ~~Director since:~~ DIRECTOR SINCE:2017 ~~Committees:~~COMMITTEES: Conflicts ~~(Member)~~ ~~Compensation (Member)~~(Chair) Governance & Nominating (Member)



								~~Clarence P. Cazalot, Jr.~~ BIOGRAPHY:Mr. Cazalot has ~~been serving~~served as a director of the Company since July 2017. He was the Executive Chairman of the Board of Marathon Oil Corporation from August 2013 to December 2013. Mr. Cazalot served as the Chairman of Marathon Oil Corporation from 2011 to 2013 and as President, Chief Executive Officer and a Director of Marathon Oil Corporation from 2002 to August 2013. He served on ~~BHI's~~Baker Hughes Incorporated’s Board of Directors from 2002 to July 2017 and within the last five years, he served on the Board of FMC Technologies.

He currently serves as a director of Enbridge, Inc. Mr. Cazalot is a Non-GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills~~

SKILLS & ~~Qualifications~~ QUALIFICATIONS:
Mr. ~~Cazalot’s~~Cazalot has leadership experience through his role as a former chairman of a board, chief executive officer and president of a publicly traded energy company, as well as his many years of experience in the global energy business.



	GREGORY L. EBEL ~~Age:~~AGE 67:54 ~~Director since:~~DIRECTOR SINCE: ~~2017~~N/A ~~Committees:~~COMMITTEES: N/A ~~Conflicts (Chair)~~ ~~Governance & Nominating (Member)~~

		~~Martin S. Craighead~~ ~~Mr. Craighead~~BIOGRAPHY: ~~has been serving as a director of the Company since July 2017, and he is the Vice Chairman of the Board. He~~Mr. Ebel served as Chairman, President and CEO of Spectra Energy Corp. from January 1, 2009 to February 27, 2017. He was the ~~Board~~Group Executive and Chief Financial Officer of ~~BHI~~Spectra Energy Corp. from ~~April 2013~~January 2007 to ~~July 2017~~January 2009 and ~~as Director~~was the President of ~~the Board~~Union Gas Limited from ~~2011 to April 2013.~~January 2005 until January 2007. Mr. ~~Craighead~~Ebel served as ~~Chief Executive Officer~~the Vice President, Investor & Shareholder Relations of ~~BHI~~Duke Energy Corporation from November 2002 until January ~~2012 to July 2017 and President from 2010 to 2017.~~2005. ~~Mr. Craighead~~

He currently serves as ~~a director~~the Chairman of ~~PQ Corporation.~~Enbridge, Inc. and The Mosaic Company. Mr. ~~Craighead~~Ebel is a Non-GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills & Qualifications~~ ~~Mr. Craighead’s leadership experience, global business experience and extensive background in the oil and gas industry.~~
~~Age:~~ 58 ~~Director since:~~ ~~2017~~ ~~Committees:~~ ~~Compensation (Member)~~

SKILLS & QUALIFICATIONS:
Mr. Ebel has leadership experience through his roles as a chairman of a board and former president and chief executive officer of a publicly traded energy company.



		~~Lynn~~LYNN L. ~~Elsenhans~~ELSENHANS AGE: 62 DIRECTOR SINCE:2017 COMMITTEES: Audit (Chair) Conflicts (Member) Governance & Nominating (Member)

BIOGRAPHY:Ms. Elsenhans has ~~been serving~~served as a director of the Company since July 2017. She was the Executive Chairman of Sunoco, Inc. from January 2009 until May 2012, and Chief Executive Officer and President from August 2008 until March 2012. She also served as Chairman of Sunoco Logistics Partners L.P. from October 2008 until May 2012, and Chief Executive Officer from July 2010 until March 2012. Ms. Elsenhans worked at Royal Dutch Shell for more than 28 years where she held a number of senior roles, including Executive Vice President, Global Manufacturing from 2005 to 2008. She served on ~~BHI's~~Baker Hughes Incorporated’s Board of Directors from 2012 to July 2017 and was a director of Flowserve Corporation within the last five years.

Ms. Elsenhans is a member of the Board of Directors of ~~GlaxoSmithKline.~~GlaxoSmithKline and Saudi Aramco. She is a Non-GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills~~

SKILLS & ~~Qualifications~~QUALIFICATIONS:
Ms. ~~Elsenhans’~~Elsenhans has extensive leadership experience through her positions as a former ~~chairman~~chair and chief executive officer of a publicly traded energy company as well as her many years of leadership experience at a global oil and gas company.



	JAMIE S. MILLER ~~Age:~~ AGE61:50 ~~Director since:~~ DIRECTOR SINCE:2017 ~~Committees:~~ ~~Audit (Chair)~~ ~~Conflicts (Member)~~COMMITTEES: Governance & Nominating (Member)

		~~Jamie S. Miller~~ BIOGRAPHY:Ms. Miller has ~~been serving~~served as a director of the Company since July 2017. She currently serves as the Senior Vice President and Chief Financial Officer of GE. Ms. Miller previously served as the Senior Vice President, GE and President and Chief Executive Officer, GE Transportation from October 2015 to October 2017 and Senior Vice President, Chief Information Officer for GE from April 2013 to September 2015. Ms. Miller joined GE in April 2008 as Vice President, Controller and Chief Accounting Officer and held this position until April 2013. Prior to joining GE, Ms. Miller served as the Senior Vice President and Controller of WellPoint, Inc. (now Anthem) and was a partner at PricewaterhouseCoopers LLP.

Ms. Miller is a GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills~~

SKILLS & ~~Qualifications~~QUALIFICATIONS:
Ms. ~~Miller’s~~Miller has extensive leadership experience in various businesses and functions across GE and with other ~~firms, her~~firms. She also has global business experience and ~~her~~ technological, financial and accounting experience.


~~Age:~~ 49 ~~Director since:~~ ~~2017~~ ~~Committees:~~ ~~Governance & Nominating (Member)~~



		~~James~~JAMES J. ~~Mulva~~MULVA AGE:72 DIRECTOR SINCE:2017 COMMITTEES: Audit (Member) Compensation (Member)

BIOGRAPHY: Mr. Mulva has ~~been serving~~served as a director of the Company since July 2017. He was the Chairman and Chief Executive Officer of ConocoPhillips from October 2004 until his retirement in June 2012. He is the former Chairman of the American Petroleum Institute. Mr. Mulva previously served on the board of Statoil.

Mr. Mulva currently serves on the boards of GE and General Motors ~~Company and served on the board of Statoil within the last five years.~~Company. Mr. Mulva is a GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills~~

SKILLS & ~~Qualifications~~ QUALIFICATIONS:
Mr. ~~Mulva’s~~Mulva has extensive leadership experience, global business experience, significant background in the oil and gas industry, as well as his public and private company board experience.



	JOHN G. RICE ~~Age:~~AGE: 7162 ~~Director since:~~ DIRECTOR SINCE:2017 ~~Committees:~~ ~~Audit (Member)~~COMMITTEES: Compensation ~~(Member)~~(Chair)

		~~John G. Rice~~ BIOGRAPHY:Mr. Rice has ~~been serving~~served as a director of the Company since July 2017. He ~~will retire~~has served as Chairman, GE Gas Power since December 2018. He was the Vice Chairman of GE onuntil March ~~31,~~ 2018 and was the CEO, GE Global Growth Organization from November 2010 until December 2017. He served in other various leadership positions across GE, including Vice Chairman, GE and President and CEO of GE Technology Infrastructure from 2007 until November 2010, Vice Chairman of GE’s industrial and infrastructure businesses from 2005 until 2007 and President and CEO of GE Energy from 2000 until 2005.

Mr. Rice currently serves as a director of Li and Fung. Mr. Rice is a GE Director nominee pursuant to the terms of the Stockholders Agreement. ~~Skills~~

SKILLS & ~~Qualifications~~QUALIFICATIONS:
Mr. ~~Rice’s~~Rice has extensive leadership experience in various businesses across GE, ~~his~~including global business experience and ~~his~~ experience with global energy and infrastructure ~~markets from his current and prior roles at GE.~~markets.



	LORENZO SIMONELLI ~~Age:~~AGE 61:45 ~~Director since:~~ DIRECTOR SINCE:2017 ~~Committees:~~COMMITTEES: N/A ~~Compensation (Chair)~~

		~~Lorenzo Simonelli~~ BIOGRAPHY:Mr. Simonellihas ~~been serving~~served as Chairman of the Board of Directors of the Company since October 2017, and as a Director and as Chief Executive Officer of the Company since July 2017. Before joining the Company in July 2017, Mr. Simonelli was the Senior Vice President, GE and President and Chief Executive Officer, GE Oil & Gas from October 2013 to July 2017. Before joining GE Oil & Gas, he was the President and Chief Executive Officer of GE Transportation from July 2008 to October 2013. Mr. Simonelli joined GE in 1994 and held various finance and leadership roles from 1994 to 2008. ~~Skills~~

SKILLS & ~~Qualifications~~QUALIFICATIONS:
Mr. ~~Simonelli’s~~Simonelli has extensive leadership experience in businesses and functions, ~~across GE,~~ including as the Chief Executive Officer of ~~GE O&G,~~BHGE, in addition to his global experience, financial experience and extensive background in the oil and gas industry.
~~Age:~~ 44 ~~Director since:~~ ~~2017~~ ~~Committees:~~ ~~Not applicable~~



Skills and Experience	W. Geoffrey Beattie	Gregory D. Brenneman	Clarence P. Cazalot	Gregory L. Ebel	Lynn L . Elsenhans	Jamie Miller	James J. Mulva	John Rice	Lorenzo Simonelli
Leadership	ü	ü	ü	ü	ü	ü	ü	ü	ü
Business and strategic management experience from service in a significant leadership position, such as a chief executive officer, chief financial officer or other senior leadership position
Financial	ü	ü	ü	ü	ü	ü	ü	ü	ü
Background and experience in finance, accounting, banking, capital markets, financial reporting or economics
Industry			ü	ü	ü		ü	ü	ü
Experience in the Company's business including oilfield services and oilfield equipment
Global	ü	ü	ü	ü	ü	ü	ü	ü	ü
Global experience or international background, including in growth markets
Public Company and Corp. Governance Experience	ü	ü	ü	ü	ü		ü
Experience serving on the boards of other large, publicly traded companies
Independent	ü	ü	ü	ü	ü		ü
Satisfies the independence requirements of the NYSE and SEC



1	Evaluation of Board Composition
	The Governance & Nominating Committee evaluates Board composition annually and identifies skills, experience and capabilities desirable for new directors in light of the Company's business and strategy.
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2	Identification of a Diverse Pool of Candidates
	Identification of a diverse pool of potential director candidates using multiple sources such as independent search firms, director recommendations and stockholder recommendations.
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3	Comprehensive Candidate Review
	Potential candidates are comprehensively reviewed and the subject of rigorous discussion during the Governance & Nominating Committee meetings and Board meetings. The candidates that emerge from this process are interviewed by members of the Governance & Nominating Committee and other Board members, including the Chairman. During these meetings, directors assess candidates on the basis of their skills and experience, their personal attributes and their expected contribution to the current mix of competencies and diversity of the Board. At the same time due diligence is conducted, we solicit feedback from other directors and persons outside the Company.
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4	Recommendation of Potential Director for Approval
	The Governance & Nominating Committee recommends potential directors to the Board for approval. Stockholders vote on nominees at the annual meeting.



Board evaluations consider:
l	General board practices, including fostering a culture that promotes candid discussion	l	The Boards access to Company executives and operations
l	The adequacy and the number and length of Board and Committee meetings	l	The quality and scope of materials distributed in advance of the meetings
l	Suggestions for new skills and experiences for potential future candidates	l	The promotion of rigorous decision making by the Board and the Committees
l	Adequacy of information received, including access to non-management resources	l	The strategic planning process
l	Committee effectiveness	l	The overall function of the Board and its Committees
l	Peer review	l	Technology use

Feedback incorporated
The Board and each of its Committees, develops and executes plans to take actions based on the results, as appropriate. The Lead Director follows up with the Chairman and CEO and individual directors as needed.