Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended

Deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Baker Hughes Incorporated

Subject Company: Baker Hughes Incorporated

Commission File No.: 001-09397

The following presentation was made available to employees of Baker Hughes Incorporated:

This slide deck will be used by Integration Planning Leadership to communicate in townhalls and small groups around world.

[LOCAL HOST]

• Today, we are pleased to have [INTEGRATION LEADER] with us today. This is an important time for both companies, and we want to be sure we give you the chance to talk to some people who are right in the middle of it

• Let’s start with a Safety Moment

 

[LOCAL HOST]

• Fire drills not planned, escape locations, etc.

• Introduce speakers

Welcome, and thanks for being here with us. A few legal considerations before we get started.

FOR MEETINGS WITH A JOINT GE/BHI AUDIENCE

During the meeting, feel free to ask questions, however, be mindful of your obligation to protect the secrecy of each company’s confidential information. Do not disclose competitively sensitive information to the combined audience.

When you return to work after this meeting, continue to conduct business as usual until the close of the transaction. This means that:

Neither GE nor Baker Hughes may direct or influence the ordinary business decisions of the other company.

GE and Baker Hughes must continue to compete vigorously, including and especially with each other. Among other things, the companies cannot exchange competitively sensitive information that is not necessary for integration planning.

Where GE and Baker Hughes compete today, continue to compete vigorously just as you always have.  Avoid anything that would suggest the companies are not competing with each other;

Where GE and Baker Hughes do not compete today, continue to conduct business as you would prior to the transaction announcement.   Avoid anything that would suggest that one company is improperly directing the activities of the other company pre-close;

Always remember, both companies may plan for integration prior to closing, but must not take steps to implement the planned activities; and

Keep in mind that anything you may hear today is not intended to be shared outside our respective companies.

Finally, if you have any questions on legal matters relating to integration planning, please contact your Legal department.

• GE will transfer its Oil & Gas business, and Baker Hughes will transfer its business to the new operating partnership, called Baker Hughes, a GE Company. 

• GE will also pay $7.4 billion to fund the $17.50 per share dividend to Baker Hughes shareholders. 

• GE will own 62.5% of the combination, and Baker Hughes shareholders will own 37.5% of what will be a new publicly traded company, which will trade on NYSE.

• 9-member Board of Directors, chaired by Jeff Immelt; Martin Craighead serves as vice chairman.

• New company will be led by Lorenzo Simonelli, current President & CEO of GE Oil & Gas.

• We want to make sure that everyone understands why this is such a great deal for our investors, customers, and employees

• This deal is about bringing together complementary assets and capabilities that neither company could organically develop on its own

• We will be the clear number two out of the gate: positioned to deliver value from day one

• We will grow to 70,000 employees in 120 countries – a company with strength and scale that can compete with the best of them

• Together the two companies can shift from just products and services, to productivity solutions for our customers.

• We will offer customers a “fullstream” portfolio – from molecules to megawatts

• This is a compelling, transformational combination

• The best partner to Oil & Gas customers … offering solutions based on complementary equipment & services technology across the full spectrum of the oil and gas value chain

• More innovative solutions to market faster and more cost effectively … Baker Hughes’ leading products and services with GE Oil & Gas highly differentiated manufacturing capabilities

• Best-in class physical + digital technology … combine Baker Hughes domain expertise, technology and culture of innovation with GE Store and GE industry-leading digital platform (Predix)

• Digitization will drive efficiency throughout the value stream in completely new ways

• Value creation for customers and shareholders … positioned to weather short-term volatility and participate in industry upcycle

• Common DNA … Innovation and Technology are part of our combined DNA

• Let’s start with a quick look at GE Oil & Gas

• $13 billion industry leader with about 37,000 employees

• GE Oil & Gas currently serves customers in the upstream, midstream, and downstream sectors, the capabilities of the two companies are highly complementary

• Both Baker Hughes & GE Oil & Gas are continually focused on delivering the highest standards of operational and commercial excellence. 

• Next, let me tell you about the GE Store

• This is GE’s centralized, integrated technology development and innovation hub

• It is almost like a corporate function that ensures that technology is shared among and pushed into business units so that it can be applied to different business applications

• Think of it as collaboration and cross pollination or cross-fertilization across business units

• So, if there is a technology breakthrough in materials, battery systems or sensors in healthcare, power or transportation that can be applied to well construction, production optimization or Artificial Lift, drilling or production optimization, we will have access to it and will be able to integrate it into our products

• GE spends billions a year on R&D and innovation across its business, and we will be a beneficiary of that investment through the GE Store

• Let me drill down into digital and why this is really one of the unique elements of the value creation potential of his combination.

• GE has been investing in digital capabilities and its Predix application.

• This is sort of like Windows for industrial operations. It is a way of monitoring performance and mining data that can be analyzed and fed back into operations for improved performance.

• It is used for asset performance, reliability and performance management as well as process optimization for all aspects of our business.

• We build intelligent tools that produce data on performance and efficiency. With Predix we will be able to use that data in an entirely new way.

• In short, the industry needs us

• Our customers have been doing things the same way for decades

• We can be the ones who change that – for the better

• Together

• Now we’ll look at an overview of the major milestones in the integration planning process…

• Note that this timeline reflects the sequence of events, and not the actual amount of time between events. Many of these milestones reflect ongoing efforts.

• The journey to the new company requires a coordinated integration planning program that involves key integration workstreams across business regions, functional areas, product and service lines spanning both GE and BH.

• Across all areas of integration we are driving towards the milestones outlined here on the chart. You will see the timeline is ambitious – and we are working towards a close in the mid year.

• We are now finalizing the operating model and continuing to work on the strategic areas and critical milestones we need to prepare for Day 1 and beyond.

Generally speaking, most employees will do the same thing they did the day before

- Business continuity is a high priority

- We need to keep the customer front and center

“Welcome Kit” will contain need-to-know details, and explain what to expect next

- Will be available online on Day 1, and it will be printed for employees in locations where computers are not readily accessible

Still have access to critical business apps

- There will be a staged approach to any changes in the IT landscape 

- You will have a new intranet homepage

Playbooks

- There will be clearly defined actions to take

Strong effort to connect with employees and customers

- You will be hearing from Lorenzo Simonelli on Day 1 and your local leader in the following days

- New leadership team will be on the road to connect with as many employees as possible

- High-level customer meetings will take place, and the commercial team will have materials to connect with customers 

- We will also communicate with suppliers

- There will be an investor roadshow 

- There will be regular updates via [blank]

• We are working hard to understand each other and how we work – and we are using a variety of ways to “listen” to what each organization has to say.

• It’s more than just examining how things work, and how we describe our culture; it’s also about creating something entirely new – a culture we aspire to…

• We want to take advantage of this once-in-a-lifetime opportunity.

• We have the freedom to create something really quite special.

• We started in February with interviews with The Edge Group – a small group of employees from each side who are not involved in the integration planning.

• We call on them to give us candid feedback on our assumptions and plans for Day 1.

• We sent a Culture Survey to randomly selected employees from both companies, and more than 5,700 responded – which tells us that a lot of employees are interested and engaged.

• We are going to share those results with you in early April.

• We are doing a lot of work with our brand strategy – this is our chance to define who we are and what we stand for – so we are gathering input from employees – randomly selected to receive a survey testing various messages.

• We are also talking to customers on both sides.

• We are digging deeper into the culture considerations and aspirations with small-group assessments and employee interviews in late March

• I hope what comes across is that we are very serious about the people side of things – and we are very serious about how we present ourselves to the world at large.

• We take the information we are gathering into consideration at all levels – to ensure we address both the cultural opportunities and challenges that lie ahead.

Now over to you…