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1.	The election of directors;

2.	An advisory vote related to the Company’s executive compensation program;

3.	The approval of the Company’s Employee Stock Purchase Plan;

4.	The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2018; and

5.	Such other business as may properly come before the meeting and any reconvened meeting after an adjournment thereof.

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•	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 Restricted Stock Units ("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.

•	establishing market-based, target compensation packages for the executive leadership team based on a new Compensation Reference Group;

•	implementing a new performance-based short-term incentive bonus plan for all eligible employees of 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, incentivize leaders to “stay and win” with the new company, and close retention gaps based on the market for key roles

•	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.

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•	assisting the Board of Directors in overseeing matters relating to the accounting and reporting practices of the Company;

•	reviewing the adequacy of the Company’s disclosure controls and internal controls;

•	reviewing the quarterly and annual financial statements of the Company;

•	reviewing the performance of the Company’s internal audit function;

•	reviewing and pre-approving the current year audit and non-audit services;

•	overseeing the Company’s compliance programs related to legal and regulatory requirements; and

•	selecting and hiring the Company’s independent registered public accounting firm.

•	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;

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•	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.

•	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.

•	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.

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•	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

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(1)	Messrs. Beattie, Brenneman and Mulva elected to receive a portion of their 2017 BHGE director fees in Class A Common Stock 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.

(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 on unvested RSU awards. This column does not include the value of any Transaction related payments in respect 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.

(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.

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(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.

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(1)

The number of shares is based on a Form 4 filed with the SEC dated January 2, 2018. According to the filing, General Electric Company directly owns 128,054,898 shares and 578,929,357 shares are owned by General Electric Company's wholly-owned subsidiaries. According to the Schedule 13D filed with the SEC dated July 3, 2017 and assuming the exchange of all Class B Common Stock into Class A Common Stock (for a total of 1,144,816,445 shares of Class A Common Stock on a fully exchanged basis), (i) General Electric Company has sole voting power over 129,889,088.15 shares and sole dispositive power over all such shares, and shared voting power over 587,221,633.85 shares and shared dispositive power over all such shares, (ii) GE Investments, Inc. has shared voting power over 5,634,713.04 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 shares and shared dispositive power over all such shares, (iv) GE Holdings (US), Inc. has shared voting power over 5,634,713.04 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 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. According to the filing, (i) The Vanguard Group 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 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 33,734,929 shares and does not share power to dispose of any of the shares.

(4)

The number of shares is based on the Schedule 13G dated February 13, 2018 and filed with the SEC by Dodge & Cox. According to the filing, (i) Dodge & Cox has sole power to vote 30,709,529 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 32,428,460 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 shares, or 5.0%, of the Company's Class A Common Stock.

(5)	The number of shares is based on the Schedule 13G dated January 24, 2018 and filed with the SEC by BlackRock, Inc. According to the filing, (i) BlackRock, Inc. has sole power to vote 27,011,156 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 30,915,951 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 filed with the SEC by Capital World Investors. According to the filing, (i) Capital World Investors has sole power to vote 29,198,313 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 29,198,313 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.

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(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.

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•	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

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•	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.

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•	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.

•	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 employees of 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.

•	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.

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•	single trigger stock acceleration;

•	bonus payments triggered by a change in control; and

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

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•	Financial performance of the Company

•	Effective execution of the strategy approved by our Board of Directors

•	Leadership capability

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

•	Strategic goals weighted 30% of the bonus that may payout up to 200% of target

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•	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.

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•	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.

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(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 paid to Messrs. Simonelli and Worrell from July 3, 2017 through December 31, 2017 and the full-year 2017 BHI and BHGE salary paid to 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.

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(3)

The amount reflected in the "Stock Awards" column is the aggregate grant date fair value of stock awards in the form of PSUs and RSUs granted in the years shown. 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 will realize from the award. The amount for Mr. Craighead also includes a BHGE RSU granted as a BHGE Director. See the "Grants of Plan Based Awards Table" for additional information.

(4)

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 11 - Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2017.

(5)

The amount reflected in the "Non-Equity Incentive Plan Compensation" is the payment earned under our annual bonus program. The amount reflected includes the BHGE annual bonus 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.

(6)

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 reflects the portion of the change in the present value of his 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). Neither Mr. Simonelli nor Mr. Worrell had any BHGE related compensation deferrals. The other NEOs are participants in the BHI Pension Plan, SRP, or International Retirement Plan ("IRP") accounts, and the values represent changes under those plans since January 2017. The breakdown is shown in the following table.

(7)	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, minus any reimbursements by the NEOs, are show in the table below.

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(1)

Amounts represent potential payouts for the fiscal year 2017 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 made to legacy BHI NEOs in January 2017. These awards were scheduled to vest after three years if the performance criteria were met. 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 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.

(3)

Amounts shown represent the number of RSUs granted in 2017. Awards generally vest 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 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 under the BHGE 2017 Long-Term Incentive Plan. Awards vest pro-rata over a three-year period beginning on the first anniversary of the grant date.

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(1)

The original exercise price was equal to the closing market price of a share of our Common Stock on the last trading day prior to the grant date for stock options granted prior to 2017. 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 vests pro rata as to one-third of the option beginning on the first anniversary of the grant date.

(3)

Each RSU unit award generally vests either pro rata as to one-third of the grant beginning on the first anniversary of grant date or cliff vests on the third anniversary of the grant date. For Messrs. Chariag, Mathieson and Marsh, this column includes performance-based RSUs granted to them in January 2017 that converted to time-based RSUs upon the closing of the Transactions based on the change in control provision in the award agreements. These awards 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.

(4)	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.

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(1)	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.

(1)	For a discussion of valuation assumptions, see “Note 9 - 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.

(2)	The amount for each of Messrs. Simonelli and Worrell reflects the portion of the present value of his 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). Mr.

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

(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 and Worrell do not have any BHGE related compensation deferrals.

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•	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.

•	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, Mathieson and Marsh are eligible for certain severance benefits as a “Safety Net” under their “Stay and Win” awards described in the CD&A. These benefits include lump sum payments for 18 months of salary, accelerated payment of amounts under the cash retention plan, vesting of outstanding “Founder’s Grant” RSUs and any outstanding RSUs granted by BHI, pro-rata bonus, outplacement, 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.

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•	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;

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

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

•	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;

•	an amount equal to the Senior Executive's annual target bonus; and

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

•	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 options to acquire BHI common stock, granted prior to October 30, 2016, became fully vested and immediately exercisable;

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

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•	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.

•	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:

•	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.

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(1)

Mr. Chariag separated employment with the Company on January 31, 2018. He received specified payments and benefits pursuant to his Stay and Win award on the same basis as if his employment were terminated without cause as described above under “Payments Upon Involuntary Termination of Employment Not In Connection With a Change in Control”. He also remained eligible to earn a bonus for the 2017 performance period under the Executive Officer Short Term Incentive Compensation Plan in accordance with the terms of the plan. In addition, if he elects to continue healthcare coverage under COBRA for him and his eligible dependents, he will receive a monthly cash payment for 24 months equal to the difference between the COBRA premium and the premium charged to active employees for such coverage.

(2)	RSUs granted to legacy BHI executives in January 2017 would vest upon a change in control per the award agreements under the BHI plan. RSUs granted under the BHGE plan would not vest upon a change in control without termination.

(3)	Values include the quarterly dividend equivalents that would be due upon the vesting of the RSUs and the Transaction related payment in respect of the special dividend of $17.50 paid to all BHI shareholders and paid upon the vest of legacy BHI RSU awards.

(4)	Outstanding stock options that have been held for at least one year would have become fully vested and exercisable. Upon death all options would become fully vested and exercisable.

(5)

RSUs granted to legacy BHI executives in January 2017 would vest upon a change in control per the award agreements under the BHI plan. RSUs granted under the BHGE plan would vest upon change in control and involuntary termination for legacy BHI executives per the terms of Stay and Win Awards. Otherwise, except for death, under the terms of the BHGE award agreements, RSUs have a one year holding period before allowing accelerated vesting upon a change in control and involuntary termination.

(6)	In the event that Messrs. Chariag, Mathieson and Marsh become disabled or pass away, the cash retention balance, and severance value under their Stay and Win award would be paid.

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(1)	Values include the quarterly dividend equivalents that were due upon the vesting of the RSUs and the Transaction related payment in respect of the special dividend of $17.50 paid to all BHI shareholders and paid upon the vest of legacy BHI RSU awards.

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•	the Chairman of the Committee;

•	a subcommittee, designated by the Committee;

•	the Committee but with one or more members abstaining or recusing themselves from acting on the matter, so long as two or more members remain to act on the matter; or

•	delegation to one or more officers or managers of the Company or a 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.

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•	the total number of shares of Class A Common Stock committed to the ESPP;

•	the number of shares of Class A Common Stock subject to each outstanding option;

•	the option price for each option; and/or

•	the consideration to be received on exercise of each option.

•	the acceleration of the exercise date of outstanding options; or

•	the conversion of outstanding options into cash or other property to be received on the completion of the transaction.

•	operate to reduce any amounts previously allocated to a participant’s account;

•	reduce a participant’s rights with respect to shares of Class A Common Stock previously purchased and held on the participant’s behalf under the ESPP; or

•	adversely affect any option a participant has outstanding under the ESPP without the participant’s agreement.

•	terminate, and the amount allocated to each participant’s account will be refunded as soon as administratively feasible; or

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•	a date established by the Board or the Committee that is on or before the date of such termination will be treated as the last day of the offering period, and all outstanding options will be exercisable on that date.

•	each option will be assumed or an equivalent option will be substituted by the acquirer in the change in control;

•	a date established by the Board or the Committee that is on or before the date of the change in control will be treated as the last day of the offering period, and all outstanding options will be exercisable on that date; or

•	all outstanding options will terminate, and the amount allocated to each participant’s account will be refunded as soon as administratively feasible.

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1.	Role of Board and Management

2.	Functions of Board

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

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4.	Independence of Directors

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,

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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.

b.

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, are more than the greater of two percent of the annual revenues of that company or $1 million.

5.	Size of Board and Selection Process

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.”

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6.	Board Committees

•	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, 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

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8.	Lead Director

9.	Meetings of Independent Directors

10.	Self-Evaluation

11.	Setting Board Agenda

12.	Ethics and Conflicts of Interest

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13.	Reporting of Concerns to the Audit Committee

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14.	Compensation of the Board

15.	Succession Plan

16.	Annual Compensation Review of Senior Management

17.	Access to Senior Management

18.	Access to Independent Advisors

19.	Director Education

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1.	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.

3.

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

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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.

6.

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.

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

•	Adjusted orders and revenue exclude royalty income of $4 million and $8 million for the year ended December 31, 2017 and December 31, 2016, respectively.

•	Operating income (loss), both GAAP and adjusted, to exclude other income and royalties originally of $35 million and $4 million 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.

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