Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Baker Hughes Incorporated
Commission File No.: 001-09397
Date: March 28, 2017

Scotia Howard Weil
2017 Energy Conference

Lorenzo Simonelli
President and CEO, GE Oil and Gas

New Orleans, March 28, 2017



 

Tightening Oil supply/demand ... some uncertainty remains
Supply and demand tightening ... a good sign
Mbbl/d
102
100
98
96
94
92

FORECAST
3
2
1
-
(1)

Q1'15  Q3'15  Q1'16  Q3'16  Q1'17  Q3'17  Q1'18 Q3'18
Demand
Supply
Implied Balance (RHS)
(Supply - Demand)

New investment will be needed
Mbbl/d
120
100
80
60
40
20
0

FORECAST
Business as Usual
New Policies Scenario
'2 degrees' Scenario
2000  2010  2020  2030  2040
Producing
Under Development
Demand Scenarios

What's changing? Supply/demand tightening ... inventory
levels continue to warrant caution OPEC/Russia compliance
looks promising ... wildcard on sustainability and US
response Significant investment in oil and gas projects needed
.... in any scenario Focus on lowering cost/barrel ...
critical to win

Source: EIA, IEA, Rystad Energy, Morgan Stanley Research
2


 
 

 

Gas critical in energy transition
Gas growing 2X other fossils ... LNG share of trade
(up arrow) 2X by '40
(TCM/Y)
Gas Demand
LNG
3.5
4.0+
'16
'25
Gas ...
1.5-2%
CAGR
LNG ...
4-5% CAGR
% of Global energy mix
23%
24-25%

What's changing?
Gas gaining share in global energy mix ... playing stronger
role in Power Generation

Shale supply growth from US outpaces conventional gas LNG

required to connect demand to supply ... 2X trade vs. 2000
Advanced technology solutions driving productivity required
to facilitate energy transition

Demand outlook intact ... delivering productivity is
critical

Source: BP Energy Outlook 2017, IEA, GE Internal Analysis
3


 
 

 

Success means disrupting the productivity conundrum

1 Impact across the value chain ... task focus not enough to
make a real impact
2 Lead in technology ... players without differentiated
technology will be commoditized
3 Demonstrate a clear path from big data
   to better outcomes
4 Innovate commercial offerings ... enable true customer
collaboration
5 Drive a performance culture

NewCo has unparalleled offering ... delivering value for
customers + investors
4


 
 

 

1. Impact across the value chain


 

 

Baker Hughes, a GE Company will have a unique portfolio

Drilling and Evaluation
Completion and Production
LNG and Pipeline Solutions
Refinery and Petrochemical Solutions
Find and produce hydrocarbons
Transport hydrocarbons
Process and market products
Digital Solutions
Broad portfolio ... fullstream capability for Land and
Offshore solutions
6



 
 

 

Working across the value chain ... case study stranded gas

LNG solutions
Condition Monitoring
Flow and process technologies
Oilfield power gen
Pressure control
Drilling services
Completions
Downhole technology
Digital enables End-to-end connectivity
Pipeline solutions
Gas engines
Power generation
Inspection technologies

Challenges and Opportunities
30 - 50% of global gas reserves stranded

Tough geographies ... infrastructure, financing, know how
350 TCF of nat gas can be produced for less $0.6/MMBtu
Distinctive solutions
Fullstream portfolio + GE Store
Company to country approach
GE financing capability
7


 
 

 

2. Be a technology leader


 
 

 

Addressing LNG market challenges
High variation in project costs
LNG FOB Price $/Mbtu
Target zone for industry
12
10
8
6
4
2
0 500 1000 1500

Plant Cost $/TPA
FLNG
Brownfield
Greenfield

Shifting dynamics for LNG investments
1.9 mtpa
0.9
'13   '16
56%
Average Offtake Contract Volume
14yrs
8
'13   '16
45%
Average Offtake Contract Length
~47%
'13   '16
47%
Non-investment grade LNG buyers % of total

Dynamics
Outlook intact ... LNG demand growing at 4-5% CAGR
Significant Cost / TPA fluctuation from target zone of
~less$500 $/TPA Shorter, smaller offtake contracts ...
financing more challenging

GE leadership
Technology leadership
Modular solutions
Efficiency / uptime guarantees
Flexible commercial solutions
Sources: GE internal analysis, IHS, Shell LNG Outlook, BP
Energy Outlook
9


 
 

 

GE's leading LNG offerings

Turbines, Compressors, Drivers
300
MTPA
Powered by GE technology
~410 CCs
~330 GTs
Largest  installed base
Digital Solutions and Services
40%+
Of installed base is digitally connected
Financing Solutions
Participated in financing of
$40B+
LNG projects since 2005 -a)

Best-in-class and most referenced technology
Highest power density ... footprint (down arrow)30%
eLNG solutions ... VSI Induction CAPEX (down arrow)10%
vs. LCI

Pushing boundaries with customers
Fastest speed to market with modular solutions ... lead
times (down arrow)30% Product Co-development ... innovating
to push technology boundaries

Lowest total cost of ownership
Industry best efficiency and availability ratings ... 25-40%
TCO reduction
MTBM extension and downtime reduction
10


 
 

 

Unparalleled execution capability
Aasta Hansteen Project
Statoil... first deep-water development in Norwegian Sea...
deepest 36' pipeline
First LM6000 MD application in Offshore... optimizing
footprint  30% weight  5%

Freeport LNG
Main refrigeration compressor trains, driven by GE
variable-speed drive electric motors ... emissions  32%
Advanced full load string testing and engineering
Equipment financing, debt and export credit

30%
Footprint Reduction
5%
Weight Reduction
32%
Emissions Reduction
11


 
 

 

3. Demonstrate clear path from Big Data to better outcome


 
 

 

Digital is here. It is a Reality.

The Opportunity
$220B
Potential O and G savings by 2035 from technology-driven
productivity
$2B+
Annual APM Opportunity for O and G
less 1%
Of available data is used to make decisions

Our View
80% of O and G execs see Digital as top 5 priority ...
companies will have to prove their worth over the next 12-18
months
People investment is key ... ~600 GE O and G data scientists
by year end 2017 ... 175 in Silicon Valley
Adoption will create value ... Silicon Valley and Oilfield
must meet half-way

Next 12-24 Months
3-5%
O and G productivity enabled by Digital ... CAPEX + OPEX
1%
1% NPT reduction: $10B+ productivity opportunity on
ESP's ... $5B+ on Rod Pumps
++
New business models emerging ... OaaS
Digital will unlock additional 3-5% productivity
13


 
 

 

GE's leading portfolio of Digital businesses
Sensing capabilities at the edge ... a GE strength
Vibration Sensors
350K connected machines
4MM+ installed sensors

Harsh Environment Sensors
Leader in Subsea leak detection
Leader in high temperature applications

Corrosion Monitoring and Inspection
Advanced inspection capabilities
1.2MM KM of pipelines inspected

Software ... rapidly expanding product suite
Edge to Cloud Connectivity
1,700
CUSTOMERS ON SYSTEM 1
>24K
>170 TB
ASSETS UNDER MANAGEMENT
DATA UNDER MANAGEMENT

Asset Performance Management
MOST COMPLETE APM SUITE
>120
ACTIVE APM CUSTOMERS IN O and G

Digital Twin ... Material Science, Physics + Analytics
15%
NPV IMPROVEMENT OPPORTUNITY

Fastest Growing Ecosystem ...
Unmatched Investment Rate
$1.5B+ -a)
ACQUISITIONS IN PAST 12M
400+ -a)
PREDIX PARTNERS

Full set of capabilities ... GE + Non-GE equipment
(a- Total GE Company Digital data
14


 
 

 

Advanced software solutions for the industrial world
Asset Performance Management
Customer Challenges
Multiple tools for process surveillance
No prescriptive analytics in use
GE Value Proposition
25M
Calculations per day
24/7
Analytics and optimization
~$100M
For every 1% efficiency gain

Predictive Corrosion Management
30% of refining maintenance cost can be directly
related to corrosion-a)
~$32B annual direct cost of corrosion -a)
10K+
Measurement points by end of '17
~$50M+
Potential savings per refinery

Automated Inspection for Flare Stacks
Labor intensive processes
Inspection areas hard to reach
Robotic- and Sensor-Based Inspection
Data Analytics
Risk-Based Outputs

(a- Represents industry wide numbers, not customer specific
15


 
 

 

4. Innovate commercial offerings


 
 

 

Expanding CSA offerings further into Oil and Gas industry
Growing Services backlog through downturn
($ in billions)
$12.9
$13.4
$14.3
'14  '15  '16

Advantages
Customer view
Availability
Intervals b/w maintenance
Efficiency
GE view
Data rich, 1B+ operating hrs
Incentives aligned
Earnings, Cash visibility

Expanding offerings along the value stream
1st performance driven contract with bonus scheme linked
to customer production
13-year service agreement covering all major maintenance
requirements Industry-first performance based CSA ...
GE Energy Financial
Services support Comprehensive life of well solutions ...
maintenance, intervention and upgrades

Note: Backlog, a Non-GAAP measure, as per GE Oil and gas
Supplemental Selected Financial Information, Jan 26th 2017
17


 
 

 



5. Drive a performance culture


 
 

 

Integration update

Oct '16
Deal announcement
Dec '16
Joint integration planning team operational
1H '17
Detailed transaction execution and integration planning
Mid- '17
Anticipated deal close

Integration update
Continuous customer engagement ... very positive feedback
Employee outreach and communications ongoing ...
40+ regional roadshows completed to date
Decisions made on core processes and systems
Regulatory process underway
Expect to make initial S-4 filing later today -a)

Synergy workstreams generated 350+ ideas
Synergy plan
0.7
$1.2
$1.6
'18
'19
'20
350+
Synergy Ideas Generated
150+
Prioritized Synergy Opportunities
Integration planning on track ... >$1.6B synergy
ideas generated
(a- Commences SEC review
19


 
 

 

Summary

Work across the value chain ... Unparalleled capability
Technology leader ... World-class portfolio of businesses
Digital capability ... Transforming industry Commercial
innovation ... Long history of performance-based contracts
Performance culture ... What GE is built on

20


 
 

 

GE


 
 

 

Additional Information and Where to Find It
In connection with the proposed transaction between GE and
Baker Hughes, Bear Newco, Inc. ("Newco") will prepare and
file with the SEC a registration statement on Form S-4 that
will include a combined proxy statement/prospectus of Newco
and Baker Hughes (the "Combined Proxy
Statement/Prospectus"). Baker Hughes and Newco will prepare
and file the Combined Proxy Statement/Prospectus with the
SEC, and Baker Hughes will mail the Combined Proxy
Statement/Prospectus to its stockholders and file other
documents regarding the proposed transaction with the SEC.
This communication is not a substitute for any proxy
statement, registration statement, proxy
statement/prospectus or other documents Baker Hughes and/or
Newco may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE COMBINED PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY
AMENDMENTS OR SUPPLEMENTS TO THE COMBINED PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY BAKER
HUGHES OR NEWCO WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to
obtain free copies of the Combined Proxy
Statement/Prospectus and other documents filed with the SEC
by Baker Hughes and/or Newco through the website maintained
by the SEC at www.sec.gov. Investors and security holders
will also be able to obtain free copies of the documents
filed by Newco and/or Baker Hughes with the SEC on Baker
Hughes' website at http://www.bakerhughes.com or by
contacting Baker Hughes Investor Relations at
alondra.oteyza@bakerhughes.com or by calling +1-713-439-8822.

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

Participants in the Solicitation
GE, Baker Hughes, Newco, their respective directors,
executive officers and other members of its management and
employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed
transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will
be set forth in the Combined Proxy Statement/Prospectus and
other relevant materials when it is filed with the SEC.
Information regarding the directors and executive officers
of GE is contained in GE's proxy statement for its 2017
annual meeting of stockholders, filed with the SEC on March
8, 2017, its Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February
24, 2017 and certain of its Current Reports filed on Form
8-K. Information regarding the directors and executive
officers of Baker Hughes is contained in Baker Hughes' proxy
statement for its 2017 annual meeting of stockholders, filed
with the SEC on March 9, 2017, its Annual Report on Form
10-K for the year ended December 31, 2016, which was filed
with the SEC on February 8, 2017 and certain of its Current
Reports filed on Form 8-K. These documents can be obtained
free of charge from the sources indicated above.
22


 
 

 

Caution Concerning Forward-Looking Statements
This communication contains "forward-looking" statements as
that term is defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended by the Private Securities Litigation
Reform Act of 1995, including statements regarding the
proposed transaction between GE and Baker Hughes. All
statements, other than historical facts, including
statements regarding the expected timing and structure of
the proposed transaction; the ability of the parties to
complete the proposed transaction considering the various
closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues
and cash flow, synergies, growth potential, market profile,
customers' business plans and financial strength; the
competitive ability and position of the combined company
following completion of the proposed transaction, including
the projected impact on GE's earnings per share; the
projected future financial performance of GE Oil and Gas,
Baker Hughes and Newco; oil and natural gas market
conditions; costs and availability of resources; legal,
economic and regulatory conditions; and any assumptions
underlying any of the foregoing, are forward-looking
statements. Forward-looking statements concern future
circumstances and results and other statements that are not
historical facts and are sometimes identified by the words
"may," "will," "should," "potential," "intend," "expect,"
"endeavor," "seek," "anticipate," "estimate,"
"overestimate," "underestimate," "believe," "could,"
"project," "predict," "continue," "target" or other similar
words or expressions. Forward-looking statements are based
upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual
results may vary materially from those indicated or
anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a
representation that such plans, estimates or expectations
will be achieved. Important factors that could cause actual
results to differ materially from such plans, estimates or
expectations include, among others, (1) that one or more
closing conditions to the transaction, including certain
regulatory approvals, may not be satisfied or waived, on a
timely basis or otherwise, including that a governmental
entity may prohibit, delay or refuse to grant approval for
the consummation of the proposed transaction, may require
conditions, limitations or restrictions in connection with
such approvals or that the required approval by the
stockholders of Baker Hughes may not be obtained; (2) the
risk that the proposed transaction may not be completed in
the time frame expected by GE or Baker Hughes, or at all;

(3) unexpected costs, charges or expenses resulting from the
proposed transaction; (4) uncertainty of the expected
financial performance of the combined company following
completion of the proposed transaction; (5) failure to
realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing
the proposed transaction or integrating the businesses of
GE, Baker Hughes and Newco; (6) the ability of the combined
company to implement its business strategy; (7) difficulties
and delays in achieving revenue and cost synergies of the
combined company; (8) inability to retain and hire key
personnel; (9) the occurrence of any event that could give
rise to termination of the proposed transaction; (10) the
risk that stockholder litigation in connection with the
proposed transaction or other settlements or investigations
may affect the timing or occurrence of the contemplated
merger or result in significant costs of defense,
indemnification and liability; (11) evolving legal,
regulatory and tax regimes; (12) changes in general economic
and/or industry specific conditions, including oil price
changes; (13) actions by third parties, including government
agencies; and (14) other risk factors as detailed from time
to time in GE's and Baker Hughes' reports filed with the
SEC, including GE's and Baker Hughes' annual report on Form
10-K, periodic quarterly reports on Form 10-Q, periodic
current reports on Form 8-K and other documents filed with
the SEC. The foregoing list of important factors is not
exclusive. Any forward-looking statements speak only as of
the date of this communication. Neither GE nor Baker Hughes
undertakes any obligation to update any forward-looking
statements, whether as a result of new information or
developments, future events or otherwise, except as required
by law. Readers are cautioned not to place undue reliance on
any of these forward-looking statements.
23