UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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(Mark
One)
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 |
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For
the fiscal year ended December 31, 2004 |
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or
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Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 |
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For
the transition period from ___________to
___________ |
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_____________________________
Commission
file number 1-35
_____________________________ |
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General
Electric Company
(Exact
name of registrant as specified in charter) |
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New
York |
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14-0689340 |
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(State
or other jurisdiction of incorporation or organization) |
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(I.R.S.
Employer Identification No.) |
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3135
Easton Turnpike, Fairfield, CT |
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06828-0001 |
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203/373-2211 |
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(Address
of principal executive offices) |
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(Zip
Code) |
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(Telephone
No.) |
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Securities
Registered Pursuant to Section 12(b) of the Act:
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Title
of each class |
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Name
of each exchange
on
which registered |
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Common
stock, par value $0.06 per share |
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New
York Stock Exchange
Boston
Stock Exchange |
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes þ No
¨.
The
aggregate market value of the outstanding common equity of the registrant as of
the last business day of the registrant’s most recently completed second fiscal
quarter was $342.1 billion. Affiliates of the Company beneficially own, in the
aggregate, less than one-tenth of one percent of such shares. There were
10,599,919,379 shares of voting common stock with a par value of $0.06
outstanding at February 10, 2005.
DOCUMENTS
INCORPORATED BY REFERENCE
The
Annual Report to Shareowners for the fiscal year ended December 31, 2004 is
incorporated by reference in Parts I, II and III to the extent described
therein. The definitive proxy statement relating to the registrant’s Annual
Meeting of Shareowners, to be held April 27, 2005, is incorporated by reference
in Part III to the extent described therein.
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Page |
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Part
I |
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Item
1. |
Business |
3 |
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Item
2. |
Properties |
17 |
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Item
3. |
Legal
Proceedings |
17 |
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Item
4. |
Submission
of Matters to a Vote of Security Holders |
18 |
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Part
II |
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Item
5. |
Market
for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities |
18 |
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Item
6. |
Selected
Financial Data |
19 |
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Item
7. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations |
19 |
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Item
7A. |
Quantitative
and Qualitative Disclosures About Market Risk |
19 |
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Item
8. |
Financial
Statements and Supplementary Data |
19 |
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Item
9. |
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure |
19 |
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Item
9A. |
Controls
and Procedures |
20 |
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Item
9B. |
Other
Information |
20 |
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Part
III |
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Item
10. |
Directors
and Executive Officers of the Registrant |
21 |
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Item
11. |
Executive
Compensation |
22 |
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Item
12. |
Security
Ownership of Certain Beneficial Owners and Management |
22 |
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Item
13. |
Certain
Relationships and Related Transactions |
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Item
14. |
Principal
Accounting Fees and Services |
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Part
IV |
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Item
15. |
Exhibits
and Financial Statement Schedules |
23 |
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Signatures |
29 |
Part
I
Item
1. Business
General
Unless
otherwise indicated by the context, we use the terms “GE,” “GECS” and “GE
Capital” on the basis of consolidation described in note 1 to the consolidated
financial statements on page 78 of the 2004 Annual Report to Shareowners of
General Electric Company (the Company). The financial section of such Annual
Report to Shareowners (pages 45 through 113 of that document) is described in
Part IV Item 15(a)(1) and set forth in Exhibit 13 of this 10-K Report and
is an integral part hereof. References in Parts I and II of this 10-K Report are
to the page numbers of the 2004 Annual Report to Shareowners. Also, unless
otherwise indicated by the context, “General Electric” means the parent company,
General Electric Company.
General
Electric’s address is 1 River Road, Schenectady, NY 12345-6999; we also maintain
executive offices at 3135 Easton Turnpike, Fairfield, CT
06828-0001.
GE
is one of the largest and most diversified industrial corporations in the world.
We have engaged in developing, manufacturing and marketing a wide variety of
products for the generation, transmission, distribution, control and utilization
of electricity since our incorporation in 1892. Over the years, we have
developed or acquired new technologies and services that have broadened
considerably the scope of our activities.
Our
products include major appliances; lighting products; industrial automation
products; medical diagnostic imaging systems; bioscience assays and separation
technology products; electrical distribution and control equipment; locomotives;
power generation and delivery products; nuclear power support services and fuel
assemblies; commercial and military aircraft jet engines; chemicals and
equipment for treatment of water and process systems; security equipment and
systems; and engineered materials, such as plastics and silicones.
Our
services include product services; electrical product supply houses; electrical
apparatus installation, engineering, and repair and rebuilding services. Through
our affiliate, NBC Universal, Inc., we produce and deliver network television
services, operate television stations, produce and distribute motion pictures,
operate cable/satellite networks, operate theme parks, and program activities in
multimedia and the Internet. Through another affiliate, General Electric Capital
Services, Inc., we offer a broad array of financial and other services including
consumer financing, commercial and industrial financing, real estate financing,
asset management and leasing, mortgage services, consumer savings and insurance
services, and specialty insurance and reinsurance.
In
virtually all of our global business activities, we encounter aggressive and
able competition. In many instances, the competitive climate is characterized by
changing technology that requires continuing research and development, as well
as customer commitments. With respect to manufacturing operations, we believe
that, in general, we are one of the leading firms in most of the major
industries in which we participate. The NBC Television Network is one of four
major U.S. commercial broadcast television networks. We also compete with
syndicated broadcast television programming, cable and satellite television
programming activities and in the motion picture industry. The businesses in
which GECS engages are subject to competition from various types of financial
institutions, including commercial banks, thrifts, investment banks,
broker-dealers, credit unions, leasing companies, consumer loan companies,
independent finance companies, finance companies associated with manufacturers,
and insurance and reinsurance companies.
This
document contains “forward-looking statements” - that is, statements related to
future, not past, events. In this context, forward-looking statements often
address our expected future business and financial performance, and often
contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” or “will.” Forward-looking statements by their nature address matters
that are, to different degrees, uncertain. For us, particular uncertainties
arise from the behavior of financial markets, including fluctuations in interest
rates and commodity prices; from future integration of acquired businesses; from
future financial performance of major industries which we serve including,
without limitation, the air and rail transportation, energy generation and
healthcare industries; from unanticipated loss development in our insurance
businesses; and from numerous other matters of national, regional and global
scale, including those of a political, economic, business, competitive or
regulatory nature. These uncertainties may cause our actual future results to be
materially different than those expressed in our forward-looking statements. We
do not undertake to update our forward-looking statements.
Our
consolidated global revenues increased to $71.8 billion in 2004, compared with
$60.8 billion in 2003 and $53.4 billion in 2002. For additional information
about our global operations, see pages 58 and 59 of the 2004 Annual Report to
Shareowners.
Operating
Segments
Segment
revenue and profit information is presented on page 53 of the 2004 Annual Report
to Shareowners. Additional financial data and commentary on recent financial
results for operating segments are provided on pages 52-58 of that report and in
note 27 (page 103) to the consolidated financial statements.
Operating
businesses that are reported as segments include Advanced Materials, Commercial
Finance, Consumer Finance, Consumer & Industrial, Energy, Equipment &
Other Services, Healthcare, Infrastructure, Insurance, NBC Universal and
Transportation. There is appropriate elimination of the net earnings of GECS and
the immaterial effect of transactions between segments to arrive at total
consolidated data. A summary description of each of our operating segments
follows.
Advanced
Materials
Advanced
Materials (5.4%, 5.3% and 5.3% of consolidated revenues in 2004, 2003 and 2002,
respectively) manufactures and sells high-performance plastics used by
compounders, molders, and major original equipment manufacturers for use in a
variety of applications, including fabrication of automotive parts, computer
enclosures, compact disks and optical-quality media, major appliance parts,
telecommunications equipment and construction materials. Our products also
include structured products, silicones, high-purity quartzware and, until the
sale of our Superabrasives business in late 2003, industrial grade and gem
quality diamonds. Market opportunities are created by substituting many of these
products for other materials, thereby providing our customers with productivity
through improved material performance at lower system costs. We sell these
materials to a diverse, worldwide customer base, mainly manufacturers. Our
business has a significant operating presence around the world and we
participate in numerous manufacturing and distribution joint ventures. In 2003,
we acquired OSi Specialties, a leading, global supplier of silanes, specialty
silicones and urethane additives, and we divested our Specialty Chemicals and
Superabrasives units.
Our
business environment is characterized by technological innovation and heavy
capital investment. To remain competitive we must maintain emphasis on efficient
manufacturing process implementation and devote significant resources to market
and application development. Our competitors include large, technology-driven
suppliers of the same, as well as other functionally similar, materials. Our
business is cyclical and is sensitive to variations in price and to the effects
of supply/demand factors on the cost of raw materials such as benzene, cumene
and methanol. Competition is affected by availability of manufacturing capacity
and anticipation of new product or material performance requirements. Our
application development, often in association with our existing or potential
customers, and associated technology assistance have added additional market
demand. Product and manufacturing process patents establish barriers to entry in
many product lines.
Our
headquarters are in Pittsfield, Massachusetts and our operations are located in
North America, Asia, Europe, and South America.
Commercial
Finance
Commercial
Finance (15.4%, 15.5% and 14.8% of consolidated revenues in 2004, 2003, and
2002, respectively) offers a broad range of financial services worldwide. We
have particular expertise in the mid-market, and offer loans, leases, and other
financial services to customers, including manufacturers, distributors and
end-users, for a variety of equipment and major capital assets. These assets
include industrial and energy-related facilities and equipment; commercial and
residential real estate; vehicles; aircraft; and equipment used in many
industries, including the construction, manufacturing, telecommunications and
healthcare industries.
During
2004, we acquired the commercial lending business of Transamerica Finance
Corporation; the U.S. leasing business of IKON Office Solutions; Sophia, S.A., a
real estate company in France; and Benchmark Group PLC, a U.K.-listed real
estate property company.
We
operate in a highly competitive environment. Our competitors include commercial
banks, investment banks, leasing companies, financing companies associated with
manufacturers and independent finance companies. Competition is based on price,
that is interest rates and fees, as well as deal structure and terms.
Profitability is affected not only by broad economic conditions that affect
customer credit quality and the availability and cost of capital, but also by
successful management of credit risk, operating risk and market risks such as
interest rate and currency exchange risks. Success requires high quality risk
management systems, customer and industry specific knowledge, diversification,
service and distribution channels, strong collateral and asset management
knowledge, deal structuring expertise and the ability to reduce costs through
technology and productivity.
We
provide additional information on two of our segment product lines, Real Estate
(commercial real estate financing) and Aviation Services (commercial aircraft
financing). Each of these product lines finances a single form of collateral,
and each has understandable concentrations of risk and opportunities.
Real
Estate
Our
Real Estate product line operates globally, both directly and through joint
ventures. Our Real Estate business finances, with both equity and loan
structures, the acquisition, refinancing and renovation of office buildings,
apartment buildings, self storage facilities, retail facilities, industrial
properties, parking facilities and franchise properties. Our typical Real Estate
loans are intermediate term, may be either senior or subordinated, fixed or
floating-rate, and are secured by existing income-producing commercial
properties. Our originations of low loan-to-value loans are conducted for term
securitization within one year. We invest in, and provide restructuring
financing for, portfolios of mortgage loans, limited partnerships and tax-exempt
bonds.
Aviation
Services
Our
Aviation Services product line is a global commercial aviation financial
services business that offers a broad range of financial products to airlines,
aircraft operators, owners, lenders and investors. Financial products include
leases, aircraft purchasing and trading, loans, engine/spare parts financing,
pilot training, fleet planning and financial advisory services.
Our
headquarters are in Stamford, Connecticut with offices throughout North America,
South America, Europe and Asia.
Consumer
Finance
Consumer
Finance (10.3%, 9.6% and 7.8% of consolidated revenues in 2004, 2003 and 2002,
respectively) is a leading provider of credit products and services to
consumers, retailers and auto dealers in 41 countries. We offer a broad range of
financial products, including private-label credit cards; personal loans; bank
cards; auto loans, leases and inventory financing; residential mortgages;
corporate travel and purchasing cards; debt consolidation loans; home equity
loans; and credit and other insurance products for customers on a global basis.
In
2004, as part of our continued global expansion, we acquired Australian
Financial Investments Group, a residential mortgage lender in Australia; WMC
Finance Co., a U.S. wholesale mortgage lender; and the private-label credit card
portfolio of Dillard’s Inc.
Our
operations are subject to a variety of bank and consumer protection regulations,
including regulations controlling data privacy. Further, a number of countries
have ceilings on rates chargeable to consumers in financial service
transactions. We are subject to competition from various types of financial
institutions including commercial banks, leasing companies, consumer loan
companies, independent finance companies, manufacturers’ captive finance
companies, and insurance companies. Industry participants compete on the basis
of price, servicing capability, promotional marketing, risk management, and
cross selling. The markets in which we operate are also subject to the risks of
declining retail sales, changes in interest and currency exchange rates, and
increases in personal bankruptcy filings.
Our
headquarters are in Stamford, Connecticut and our operations are located in the
North America, Europe, Asia, South America and Australia.
Consumer
& Industrial
Consumer
& Industrial (9.0%, 9.6% and 9.7% of consolidated revenues in 2004, 2003 and
2002, respectively) sells products characterized by high volume and relatively
low unit prices. Our products share several characteristics - competitive
design, efficient manufacturing and effective distribution and service. Strong
global competition rarely permits premium pricing, so cost control, including
productivity, is key. Despite pricing pressures on many of our products, we also
invest in the development of differentiated, premium products that are more
profitable. The combination of three separate industrial businesses provides
scale and facilitates synergies in headquarter, back office and distribution
channel costs. While some Consumer & Industrial products are primarily
directed to consumer applications (appliances, for example), and some primarily
to industrial applications (switchgear, for example), others are directed to
both markets (lighting, for example).
Our
headquarters are in Louisville, Kentucky and our operations are located in North
America, Europe, Asia and South America.
We
describe the segment according to market channel - Consumer, and Industrial
including GE Supply.
Through
our Consumer business, we sell and service home appliances including
refrigerators, freezers, electric and gas ranges, cooktops, dishwashers, clothes
washers and dryers, microwave ovens, room air conditioners, and residential
water systems for filtration, softening and heating. Brands are Monogram®, GE
Profile™, GE®, and Hotpoint®.
We
manufacture certain products, and also source finished product and component
parts from third-party global manufacturers. A large portion of our appliances
sales are through a variety of retail outlets for replacement of installed
units. Residential building contractors installing units in new construction are
our second major U.S. channel. We offer the largest manufacturer’s service
organization in the appliances industry, providing in-home repair, extended
service plans, warranty administration and risk management services. We also
manufacture and sell approximately 6,000 different lamp products for commercial,
industrial and consumer markets, including full lines of incandescent, halogen,
fluorescent, high-intensity discharge, light-emitting diode, automotive and
miniature products.
Our
Industrial business provides integrated electrical equipment and systems used to
distribute, protect and control energy and equipment. We manufacture and
distribute electrical distribution and control products including transformers,
meters, relays, circuit breakers, panel boards and general purpose controls that
are used to distribute and manage power in a variety of residential, commercial,
consumer and industrial applications. In addition, we design and manufacture
motors and control systems used in end-industrial and consumer products such as
heating, ventilation and air conditioning, dishwashers, and clothes washers and
dryers. We also provide customer-focused solutions centered on the delivery and
control of electric power, and market a wide variety of commercial lighting
systems and lighting for aircraft, automotive and other transportation
applications, front and rear projection, video projection, medical,
architectural, fiber optic, stage, studio, nightclub and theater
applications.
The
aggregate level of economic activity in markets for such products and services
generally lag overall economic slowdowns as well as subsequent recoveries. In
the United States, industrial markets are undergoing significant structural
changes reflecting, among other factors, increased international competition and
pressures to modernize productive capacity.
Our
GE Supply business is a network of electrical product supply houses selling
electrical products and parts, fasteners, voice and datacom parts, lighting
equipment and supplies from GE and other leading manufacturers. Our business
serves electrical contractors, industrial and commercial users, engineer
constructors, original equipment manufacturers, utilities and the aerospace
industry.
Energy
Energy
(11.4%, 14.2% and 17.9% of consolidated revenues in 2004, 2003 and 2002,
respectively) serves power generation, industrial, government and other
customers worldwide with products and services related to energy production,
distribution and management. In 2003, we made several acquisitions including
Jenbacher A.G. of Austria. These acquisitions continue to improve our ability to
serve our global customers and further add to the portfolio of complete
solutions for the energy industry. The acquisition of Jenbacher A.G. added
reciprocating gas engines to the portfolio. We offer wind turbines as part of
our renewable energy portfolio, which also includes hydropower, solar, and
geothermal technology. We also sell aircraft engine derivatives for use as
industrial power sources. This activity is also reported in the Transportation
segment. Gas turbines and generators are used principally in power plants for
generation of electricity and for industrial cogeneration and mechanical drive
applications. We are a worldwide supplier of gas turbines for Integrated
Gasification Combined Cycle (IGCC) applications, having provided gas turbines
for a significant number of the world's operating IGCC plants. IGCC systems
convert coal and other hydrocarbons into synthetic gas which, after cleanup, is
used as the primary fuel for gas turbines in combined-cycle systems. IGCC
systems produce fewer air pollutants compared to traditional pulverized coal
power plants. Our Oil and Gas business offers advanced technology turbomachinery
products and services for production, liquid natural gas, transportation,
storage, refineries, petrochemical and distribution systems. We have leading
technology in total pipeline integrity solutions including analysis and pipeline
asset management. We sell steam turbines and generators to the electric utility
industry and to private industrial customers for cogeneration applications.
Nuclear reactors, fuel and support services for both new and installed boiling
water reactors are also a part of this segment. We provide our customers with
total solutions to meet their needs through a complete portfolio of aftermarket
services, including equipment upgrades, contractual services agreements,
repairs, equipment installation, monitoring and diagnostics, asset management
and performance optimization tools, remote performance testing and Dry Low NOx
(DLN) tuning. We continue to invest in advanced technology development that will
provide more value to our customers and more efficient solutions that comply
with today’s strict environmental regulations.
Worldwide
competition for power generation products and services is intense. Demand for
most power generation products and services is global and, as a result, is
sensitive to the economic and political environment of each country in which we
do business. Regional load growth requirements and demand side management are
important factors. The availability of fuels and related prices have a large
impact on demand. For information about orders and backlog, see page 55 of the
2004 Annual Report to Shareowners.
Our
headquarters are in Atlanta, Georgia, and our operations are located in North
America, Europe, South America and Asia.
Equipment
& Other Services
Equipment
& Other Services (5.6%, 3.3% and 4.2% of consolidated revenues in 2004, 2003
and 2002, respectively) helps customers manage, finance and operate a wide
variety of business equipment worldwide. We provide rentals, leases, sales,
asset management services and loans for portfolios of commercial and
transportation equipment, including tractors, trailers, railroad rolling stock,
modular space units, intermodal shipping containers and marine containers. Our
operations are conducted in highly competitive markets. Economic conditions,
geographic location, pricing and equipment availability are important factors in
this business. Future success will depend upon our ability to maintain a large
and diverse customer portfolio, optimize asset mix, maximize asset utilization
and manage credit risk. In addition, we seek to understand our customers and to
meet their needs with unique, efficient and cost effective product and service
offerings.
In
December 2004, we sold a majority interest in Gecis, our global business
processing operation, to two leading private investment firms. We retained a 40%
investment in Gecis.
Also
included in the segment are activities and businesses that are not measured
within one of the other financial services segments - for example, corporate
expenses, liquidating businesses and other non-segment aligned
operations.
Our
headquarters are in Stamford, Connecticut with offices throughout North America
and in South America and Europe.
Healthcare
Healthcare
(8.8%, 7.6% and 6.8% of consolidated revenues in 2004, 2003 and 2002,
respectively) manufacturers, sells and services a wide range of medical
equipment including equipment for magnetic resonance (MR), computed tomography
(CT), Positron Emission Tomography (PET) imaging, x-ray, patient monitoring,
diagnostic cardiology, nuclear imaging, ultrasound, bone densitometry,
anesthesiology and oxygen therapy, neonatal and critical care, and therapy. In
April 2004, we acquired Amersham plc, a world leader in medical diagnostics and
life sciences. Products include diagnostic imaging agents used in medical
scanning procedures, protein separations products including chromotography
purification systems used in the manufacture of bio-pharmaceuticals, and
high-throughput systems for applications in genomics, proteomics and bioassays.
We sell product services to hospitals, medical facilities, and pharmaceutical
and research companies worldwide. Our product services include remote diagnostic
and repair services for medical equipment manufactured by GE and by others, as
well as computerized data management and customer productivity services.
We
compete with a variety of U.S. and non-U.S. manufacturers and services
operations. Technological competence and innovation, excellence in design, high
product performance, quality of services and competitive pricing are among the
key factors affecting competition for these products and services. Throughout
the world, we play a critical role in delivering new technology to improve
patient outcomes and productivity tools to help control healthcare costs.
For
information about orders and backlog, see page 56 of the 2004 Annual Report to
Shareowners.
Our
headquarters are in Chalfont St. Giles, United Kingdom and our operations are
located in North America, Europe, Asia, Australia and South
America.
Infrastructure
Infrastructure
(2.3%, 2.3% and 1.4% of consolidated revenues in 2004, 2003 and 2002,
respectively) is a high-technology platform comprising some of our
fastest-growing businesses. We offer protection and productivity solutions to
some of the most pressing issues that industries face: pure water, safe
facilities, plant automation and sensing applications in the operating
environment. From home to industry to national security, our technology covers
the full spectrum of security solutions, including card access systems,
high-tech video monitoring, intrusion and smoke detection, real estate and
property control and explosives and narcotics detection. We are an industry
leader in the design and manufacture of sensing elements, devices, instruments
and systems that enable customers to monitor, protect, control and ensure the
safety of their critical applications. Other product services include precision
sensors for temperature flow rate, pressure, humidity, gas, infrared and
ultrasonic applications; high-quality handheld and portable field calibrators;
stand-alone measurement instrumentation; and systems that provide the end-to-end
solutions necessary to validate or certify vital processes. We supply specialty
chemicals, pumps, valves, filters and fluid handling equipment for improving the
performance of water, wastewater and process systems. We deliver automation
hardware and software designed to help users reduce costs, increase efficiency
and enhance profitability through a diverse array of capabilities and products,
including controllers, embedded systems, advanced software, motion control,
computer numerical controls, operator interfaces, industrial computers, and
lasers.
Our
products and services are sold to a diverse worldwide commercial and residential
customer base in the transportation, industrial, pharmaceutical and healthcare
markets. Our business environment is characterized by technological innovation
and market growth. Our competitors include technology-driven suppliers of the
same, as well as other functionally equivalent, products and
services.
Our
headquarters are in Wilton, Connecticut and our operations are located in North
America, South America, Europe and Asia.
Insurance
Insurance
(15.1%, 19.5% and 17.6% of consolidated revenues in 2004, 2003 and 2002,
respectively) offers a broad range of insurance and investment products that
provide reinsurance and primary commercial insurance products to insurance
companies, Fortune 100 companies, self-insurers and healthcare providers, and
help consumers create and preserve personal wealth, protect assets and enhance
their life styles. For lenders and investors, we provide protection against the
risks of default on low-down-payment mortgages.
Our
Insurance businesses are subject to intense competition. We believe the
principal competitive factors in the sale of our products are service, brand,
product features, price, commission structure, marketing and distribution
arrangements, reputation, and financial strength ratings. In the commercial
insurance and reinsurance sector, we are well positioned to compete in select
niche market segments given our expertise, analytics capabilities and service.
In the consumer sector, we believe we are well positioned to benefit from a
number of significant demographic, governmental and market trends, including
aging U.S. populations with growing retirement income needs and increased risk
of outliving their savings, growing lifestyle protection gaps, and increasing
opportunities for mortgage insurance in the U.S. and other
countries.
Our
headquarters are in Kansas City, Missouri with offices throughout North America,
Europe, South America, Australia, and Asia.
In
May 2004, we completed the initial public offering of Genworth Financial, Inc.
(Genworth), our formerly wholly-owned subsidiary that conducts most of our
consumer insurance business, including life and mortgage insurance operations.
We sold approximately 30% of the common shares of Genworth to the public, and we
expect (subject to market conditions) to reduce our ownership over the next two
years as Genworth transitions to full independence.
GE
Insurance Solutions Corporation
Through
our principal insurance and reinsurance company affiliates, Employers
Reinsurance Corporation (ERC), GE Reinsurance Corporation, the GE Frankona Group
and the Medical Protective Corporation, we protect people, property and
reputations by writing substantially all lines of reinsurance, where the insured
party is another insurance company, and select lines of direct property and
casualty insurance, where the insured party is a non-insurance company or an
individual.
Our
reinsurance operations include the reinsurance of property and casualty risks
written by more than 1,000 insurers around the world. Direct insurance
operations are focused on niche lines of business, principally medical
malpractice coverage for physicians and dentists, medical professional liability
for hospitals, errors and omissions coverage for insurance agents and brokers,
professional liability insurance for attorneys, excess indemnity for
self-insurers of medical benefits, excess workers compensation for
self-insurers, as well as coverage for airlines, airline manufacturers and
marine enterprises. Our life reinsurance affiliates are engaged in the
reinsurance of life insurance products, including term, whole and universal
life, annuities, certain health-related coverages and the provision of financial
reinsurance to life insurers. During 2003, we announced our intent to scale back
our life reinsurance operations to improve overall returns. Consequently, we
ceased writing new life reinsurance business in the United States and sold one
of our United States life reinsurance businesses - ERC Life Reinsurance
Corporation.
ERC
is one of the largest competitors in its marketplace. Our property and casualty
reinsurance operations are ranked fourth in the world in terms of net premiums
written and we compete with the world’s largest reinsurers as well as dozens of
smaller niche competitors.
NBC
Universal
NBC
Universal, Inc. (NBC Universal) (8.5%, 5.1% and 5.4% of consolidated revenues in
2004, 2003 and 2002, respectively) was formed in May 2004 upon the combination
of NBC with Vivendi Universal Entertainment LLLP and certain related assets. NBC
Universal is principally engaged in the broadcast of network television services
to affiliated television stations within the United States; the production of
live and recorded television programs; the production and distribution of motion
pictures; the operation, under licenses from the Federal Communications
Commission (FCC), of television broadcasting stations; the ownership of several
cable/satellite networks around the world; the operation of theme parks; and
investment and programming activities in multimedia and the Internet. The NBC
Television Network is one of four major U.S. commercial broadcast television
networks and serves more than 230 affiliated stations within the United States.
Telemundo is a leading U.S. Spanish-language commercial broadcast television
network. At December 31, 2004, we owned and/or operated 29 VHF and UHF
television stations including those located in Birmingham, AL; Los Angeles, CA;
San Diego, CA; Hartford, CT; Miami, FL; Chicago, IL; New York, NY;
Raleigh-Durham, NC; Columbus, OH; Philadelphia, PA; Providence, RI; Dallas, TX;
and Washington, DC. Broadcasting operations of the NBC Television Network, the
Telemundo network, and the company’s owned stations are subject to FCC
regulation. Our operations include investment and programming activities in
cable television, principally through USA Network, Bravo, CNBC, SCI FI Channel,
MSNBC, CNBC Europe, CNBC Asia Pacific, and entertainment channels across Europe
and Latin America; equity investments in Arts and Entertainment, The History
Channel, the Sundance Channel, ValueVision Media, Inc.; and a non-voting
interest in Paxson Communications Corporation. Through a strategic alliance with
Dow Jones, we operate CNBC Europe and CNBC Asia Pacific using the European and
Asian business news resources of Dow Jones, and we use Dow Jones editorial
resources in the United States. We have secured exclusive United States
television rights to the 2006, 2008, 2010 and 2012 Olympic Games.
Our
headquarters are in New York, New York and our operations are located in North
America and Europe.
Transportation
Transportation
(10.2%, 10.1% and 10.4% of consolidated revenues in 2004, 2003 and 2002,
respectively) produces, sells and services equipment for the air and rail
transportation industries.
We
describe the segment according to market channel - Aircraft Engines and Rail.
For
information about orders and backlog, see page 57 of
the 2004 Annual Report to Shareowners.
Our
Aircraft Engines business produces, sells and services jet engines, turboprop
and turbo shaft engines, and related replacement parts for use in military and
commercial aircraft. Our military engines are used in a wide variety of aircraft
including fighters, bombers, tankers, helicopters and surveillance aircraft and
our commercial engines power aircraft in all categories of range: short/medium,
intermediate and long-range, as well as executive and regional aircraft. We also
produce engines through CFM International, a company jointly owned by GE and
Snecma Moteurs of France, and a new engine is being designed and marketed in a
joint venture with the Pratt & Whitney division of United Technologies
Corporation.
We
provide maintenance, component repair and overhaul services (MRO), including
sales of replacement parts, for many models of engines, including repair and
overhaul of engines manufactured by competitors. We also manufacture aircraft
engine derivatives used for marine propulsion, mechanical drives and industrial
power generation sources, the latter of which is also reported as part of the
Energy segment. In December 2003, we completed the acquisition of the
non-destructive testing (NDT) business of Agfa-Gevaert. This business has been
combined with Aircraft Engines’ NDT business to offer radiographic, ultrasonic,
eddy current and other inspection solutions that test the structure and
tolerance of materials without damaging them.
The
worldwide competition in aircraft jet engines and MRO (including parts sales) is
intense. Both U.S. and export markets are important. Product development cycles
are long and product quality and efficiency are critical to success. Research
and development expenditures, both customer-financed and internally funded, are
important in this business, as are focused intellectual property strategies and
protection of key aircraft engine design, manufacture, repair and product
upgrade technologies.
Potential
sales for any engine are limited by, among other things, its technological
lifetime, which may vary considerably depending upon the rate of advance in
technology, the small number of potential customers and the limited number of
relevant airframe applications. Aircraft engine orders tend to follow military
and airline procurement cycles, although cycles for military and commercial
engine procurement are different.
Our
Rail business provides technology solutions for customers in a variety of
industries including railroad, transit, mining, oil and gas, power generation,
and marine. We serve customers in more than 100 countries. Our products include
high horsepower diesel-electric locomotives as well as parts and services for
locomotives, including locomotives manufactured by competitors.
With
the launch of the Evolution Series™ Locomotive, we created our most
technologically advanced, most fuel-efficient, diesel locomotive, while meeting
or exceeding the EPA’s Tier II requirements. Commercial production of the GE
Evolution Series™ locomotive began in January 2005.
The
GE suite of locomotive service offerings, designed to improve fleet efficiency
and reduce operating expenses, includes repair services, locomotive
enhancements, modernizations, and information-based services like remote
monitoring and diagnostics. We provide train control products, railway
management services, and signaling systems to increase service levels, optimize
asset utilization, and streamline operations for railroad owners and operators
by delivering leading edge tools that improve asset availability and
reliability, optimize network planning, and control network execution to plan.
We also offer leading drive technology solutions to the mining, transit, marine
and stationary and drilling industries. Our motors operate in thousands of
applications, from electrical drive systems for large haulage trucks used in the
mining industry to transit cars and drilling rigs, and our engines are used for
marine power as well as stationary power generation applications. We also
provide gearing technology for critical applications such as wind turbines.
Our
headquarters are in Evendale, Ohio and our operations are located in North
America, Europe, Asia and South America.
Geographic
Data, Exports from the U.S. and Total Global Operations
Geographic
data (based on the location of the Company operation supplying goods or services
and including exports from the U.S. to unaffiliated customers) are reported in
note 27 to the consolidated financial statements on page 103 of the 2004 Annual
Report to Shareowners.
Additional
financial data about our exports from the U.S. and total global operations are
provided on pages 58-59 of the 2004 Annual Report to Shareowners.
Orders
Backlog
See
pages 55, 56, 57 and 68 of the 2004 Annual Report to Shareowners for information
about our backlog of unfilled orders.
Research
and Development
Total
expenditures for research and development were $3,091 million in 2004. Total
expenditures were $2,656 million in 2003 and $2,631 million in 2002. Of these
amounts, $2,443 million in 2004 was GE-funded ($2,103 million in 2003 and $2,215
million in 2002); and $648 million in 2004 was funded by customers ($553 million
in 2003 and $416 million in 2002), principally the U.S. government.
Transportation accounts for the largest share of GE’s research and development
expenditures from both GE and customer funds. Healthcare and Energy also made
significant expenditures of GE and customer research and development
funds.
Approximately
14,800 person-years of scientist and engineering effort were devoted to research
and development activities in 2004, with about 90% of the time involved
primarily in GE-funded activities.
Environmental
Matters
Our
operations, like operations of other companies engaged in similar businesses,
involve the use, disposal and cleanup of substances regulated under
environmental protection laws.
We
have developed and implemented environmental, health and safety management
systems at all of our facilities and track our performance. Since 1996, we have
reduced employee injuries by over 75% as well as reducing air and wastewater
exceedances and emissions at our facilities. We also actively participate in
various programs that recognize facilities with health and safety programs that
exceed legal requirements, including the United States Occupational Safety and
Health Administration’s Voluntary Protection Program (VPP), as well as a similar
government program in Mexico. Participation in these programs requires
government audits to verify our comprehensive health and safety management
systems. We are a leading participant in the U.S. VPP program with 89 sites, and
have an additional 20 sites participating in the Mexico program. We have a
Global Star program designed to recognize sites with world-class health and
safety programs in those countries without government VPP programs. Our 56
Global Star sites have passed a rigorous evaluation conducted by GE internal
health and safety experts. We also have 89 sites accredited by outside auditors
under the ISO 14000 Standard for Environmental Management Systems.
Over
the last two years we spent a total of about $0.1 billion for capital projects
related to the environment. These amounts exclude expenditures for remediation
actions, which are principally expensed and are discussed below. Capital
expenditures for environmental purposes have included pollution control
devices—such as wastewater treatment plants, groundwater monitoring devices, air
strippers or separators, and incinerators—at new and existing facilities
constructed or upgraded in the normal course of business. Consistent with
policies stressing environmental responsibility, we expect our capital
expenditures other than for remediation projects to total about $0.1 billion
over the next two years for new or expanded programs to build facilities or
modify manufacturing processes to minimize waste and reduce emissions.
We
also are involved in a sizable number of remediation actions to clean up
hazardous wastes as required by federal and state laws. Such statutes require
that responsible parties fund remediation actions regardless of fault, legality
of original disposal or ownership of a disposal site. Expenditures for site
remediation actions amounted to $0.1 billion in each of the last two years. We
presently expect that such remediation actions will require average annual
expenditures in the range of $0.1 billion to $0.2 billion over the next two
years.
The
U.S. Environmental Protection Agency (EPA) ruled in February 2002 that
approximately 150,000 pounds of polychlorinated biphenyls (PCBs) must be dredged
from a 40-mile stretch of the upper Hudson River in New York State. We have
submitted what is known as a “Good Faith Offer” under the Superfund law and
continue to cooperate and negotiate with the EPA in the implementation of this
ruling. Pursuant to negotiated agreements, we have conducted extensive sampling
of the project area to determine the location of PCBs that may be dredged and
have agreed to undertake the design and engineering of the remedy. The
agreements also provide for the reimbursement of certain EPA costs expended in
the past and which would be expended in the future. The remedial design and
engineering activities are scheduled to be completed during 2006. Negotiations
continue concerning performance of the remedial work. Our Statement of Financial
Position as of December 31, 2004 and 2003, included liabilities for the
estimated costs of this remediation.
See
pages 59 and 98 of the 2004 Annual Report to Shareowners for additional
discussion of environmental matters.
Employee
Relations
At
year-end 2004, General Electric Company and consolidated affiliates employed
307,000 persons, of whom approximately 165,000 were employed in the United
States. For further information about employees, see page 67 of the 2004 Annual
Report to Shareowners.
Approximately
23,700 GE manufacturing and service employees in the United States are
represented for collective bargaining purposes by a total of approximately 150
different local collective bargaining groups. A majority of such employees are
represented by union locals that are affiliated with, and bargain in conjunction
with, the International Union of Electronic, Electrical, Salaried, Machine and
Furniture Workers (IUE/CWA-AFL-CIO). During 2003, General Electric Company
negotiated four-year contracts with unions representing a substantial majority
of those United States employees who are represented by unions. Most of these
contracts will terminate in June 2007. NBC Universal is party to approximately
160 labor agreements covering about 3,500 staff employees (and a large number of
freelance employees) in the United States. These agreements are with various
labor unions, expire at various dates and are generally for a term ranging from
three to five years.
Executive
Officers
See
Part III, Item 10 of this 10-K Report for information about Executive Officers
of the Registrant.
Other
Because
of the diversity of our products and services, as well as the wide geographic
dispersion of our production facilities, we use numerous sources for the wide
variety of raw materials needed for our operations. We have not been adversely
affected by the inability to obtain raw materials.
We
own, or hold licenses to use, numerous patents. New patents are continuously
being obtained through our research and development activities as existing
patents expire. Patented inventions are used both within the Company and are
licensed to others, but no operating segment is substantially dependent on any
single patent or group of related patents.
Agencies
of the U.S. Government constitute our largest single customer. An analysis of
sales of goods and services as a percentage of revenues follows:
| |
%
of Consolidated Revenues |
|
%
of GE Revenues |
| |
2004 |
|
2003 |
|
2002 |
|
2004 |
|
2003 |
|
2002 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
sales to U.S. Government Agencies |
2 |
% |
|
2 |
% |
|
2 |
% |
|
4 |
% |
|
4 |
% |
|
4 |
% |
|
Transportation
segment defense-related sales |
2 |
|
|
2 |
|
|
2 |
|
|
3 |
|
|
3 |
|
|
3 |
|
GE
is a trademark and service mark of General Electric Company; NBC is a trademark
and service mark of NBC Universal, Inc.; and MSNBC is a trademark and service
mark of MSNBC Cable, LLC.
Our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports are available, without charge, on
our website, www.ge.com/en/company/investor/secfilings.htm, as soon as
reasonably practicable after they are filed electronically with the SEC. Copies
are also available, without charge, from GE Corporate Investor Communications,
3135 Easton Turnpike, Fairfield, CT 06828.
Item
2. Properties
Manufacturing
operations are carried out at approximately 231 manufacturing plants located in
40 states in the United States and Puerto Rico and at 293 manufacturing plants
located in 36 other countries.
Item
3. Legal Proceedings
In
compliance with SEC disclosure requirements, the following are environmental
proceedings involving potential monetary sanctions of $100,000 or greater.
On
April 16, 2004, the New York Department of Environmental Conservation (DEC)
informed us that it would be seeking $97,800 in penalties for violations by our
Waterford, NY facility of the State of New York's water and hazardous waste
laws. In July 2004, DEC informed us that it was dropping certain allegations and
including others pertaining to the reporting of information and increasing its
penalty demand to $117,000. We are currently engaged in settlement discussions
with the DEC.
On
October 18, 2004, the California Department of Pesticide Registration informed
us that it would be seeking $202,959 in penalties for violations by our Betz
Water business of the State of California’s pesticide registration requirements.
The California Department of Pesticide Registration has since reduced its
penalty demand to $160,000, and settlement discussions are
continuing.
Item
4. Submission of Matters to a Vote of Security Holders
Not
applicable.
Part
II
Item
5. Market for the Registrant’s Common Equity, Related Stockholder
Matters
and Issuer Purchases of Equity Securities
With
respect to “Market Information”, in the United States, GE common stock is listed
on the New York Stock Exchange (its principal market) and on the Boston Stock
Exchange. GE common stock also is listed on The Stock Exchange, London and on
Euronext Paris. Trading prices, as reported on the New York Stock Exchange,
Inc., Composite Transactions Tape, and dividend information follow:
| |
Common
stock market price |
|
Dividends |
|
(In
dollars) |
High |
|
Low |
|
declared |
| |
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
Fourth
quarter |
$37.75 |
|
$32.65 |
|
$.22 |
|
Third
quarter |
34.53 |
|
31.42 |
|
.20 |
|
Second
quarter |
33.49 |
|
29.55 |
|
.20 |
|
First
quarter |
34.57 |
|
28.88 |
|
.20 |
|
|
|
|
|
|
|
|
2003 |
|
|
|
|
|
|
Fourth
quarter |
$31.30 |
|
$27.37 |
|
$.20 |
|
Third
quarter |
32.42 |
|
26.90 |
|
.19 |
|
Second
quarter |
31.66 |
|
25.50 |
|
.19 |
|
First
quarter |
28.00 |
|
21.30 |
|
.19 |
As
of January 31, 2005, there were about 660,000 shareowner accounts of record.
|
Period |
|
Total
number
of
shares
purchased(a) |
|
Average
price
paid
per
share |
|
Total
number of
shares
purchased as
part
of our share
repurchase
program(b) |
|
Approximate
dollar
value
of shares that
may
yet be purchased
under
our share
repurchase
program |
|
(Shares
in thousands) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October |
|
|
6,154 |
|
|
|
$33.98 |
|
|
|
705 |
|
|
|
|
|
|
|
November |
|
|
6,925 |
|
|
|
$35.40 |
|
|
|
325 |
|
|
|
|
|
|
|
December |
|
|
2,791 |
|
|
|
$36.63 |
|
|
|
1,040 |
|
|
|
|
|
|
|
Total |
|
|
15,870 |
|
|
|
$35.06 |
|
|
|
2,070 |
|
|
|
$ |
15.0
billion |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
This
category includes 13,800 thousand shares repurchased from our various
benefit plans, primarily the GE Savings and Security Program (the
S&SP). Through the S&SP, a defined contribution plan with 401(k)
features, we repurchase shares resulting from changes in investment
options by plan participants.
|
|
(b) |
Of
the total 2,070 thousand shares, 1,230 thousand shares were repurchased
through the 1994 GE Share Repurchase Program (the ’94 Program) under which
we were authorized to repurchase up to $30 billion of Company common
stock. The ’94 Program was closed out in December 2004, after a total of
1,109 million shares were purchased at an aggregate cost of approximately
$23 billion. In December 2004, our Board of Directors authorized a new
three year, $15 billion share repurchase program (the Program). A total of
840 thousand shares were purchased under this program in December 2004.
The Program is flexible and shares are acquired with a combination of
borrowings and free cash flow. As major acquisitions or other
circumstances warrant, we modify the frequency and amount of share
repurchases under the Program. |
Item
6. Selected Financial Data
Incorporated
by reference to data for revenues; net earnings; net earnings per share (basic
and diluted); dividends declared; dividends declared per share; long-term
borrowings; and total assets appearing on page 67 and for data relating to
mandatorily redeemable preferred shares appearing on page 95 of the Annual
Report to Shareowners for the fiscal year ended December 31, 2004.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Incorporated
by reference to pages 48-52 and 54-71 of the Annual Report to Shareowners for
the fiscal year ended December 31, 2004.
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
Incorporated
by reference to page 62 of the Annual Report to Shareowners for the fiscal year
ended December 31, 2004.
Item
8. Financial Statements and Supplementary Data
See
index under item 15.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Not
applicable.
Item
9A. Controls and Procedures
Under
the direction of our Chief Executive Officer and Chief Financial Officer, we
evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) our disclosure controls and
procedures were effective as of December 31, 2004 and (ii) no change in internal
control over financial reporting occurred during the quarter ended December 31,
2004 that has materially affected, or is reasonably likely to materially affect,
such internal control over financial reporting.
Management’s
annual report on internal control over financial reporting and the report of
independent registered public accounting firm are incorporated by reference to
page 47 of the Annual Report to Shareowners for the fiscal year ended December
31, 2004.
Item
9B. Other Information
Not
applicable.
Part
III
Item
10. Directors and Executive Officers of the Registrant
Executive
Officers of the Registrant (As of March 1, 2005)
|
Name |
|
Position |
|
Age |
|
Date
assumed
Executive
Officer
Position |
|
|
|
|
|
|
|
|
|
Jeffrey
R. Immelt |
|
Chairman
of the Board and Chief Executive Officer |
|
49 |
|
January
1997 |
|
Philip
D. Ameen |
|
Vice
President and Comptroller |
|
56 |
|
April
1994 |
|
Ferdinando
Beccalli-Falco |
|
Senior
Vice President, GE International |
|
55 |
|
September
2003 |
|
Charlene
T. Begley |
|
Vice
President, GE Transportation |
|
38 |
|
January
2003 |
|
David
L. Calhoun |
|
Senior
Vice President, GE Transportation |
|
47 |
|
June
1995 |
|
James
P. Campbell |
|
Senior
Vice President, GE Consumer & Industrial, Americas |
|
47 |
|
April
2001 |
|
William
H. Cary |
|
Vice
President, Corporate Investor Relations |
|
45 |
|
March
2003 |
|
Kathryn
A. Cassidy |
|
Vice
President and GE Treasurer |
|
50 |
|
March
2003 |
|
William
M. Castell |
|
Vice
Chairman of the Board and Executive Officer |
|
57 |
|
April
2004 |
|
William
J. Conaty |
|
Senior
Vice President, Human Resources |
|
59 |
|
October
1993 |
|
Pamela
Daley |
|
Vice
President, Corporate Business Development |
|
52 |
|
July
2004 |
|
Dennis
D. Dammerman |
|
Vice
Chairman of the Board and Executive Officer |
|
59 |
|
March
1984 |
|
Brackett
B. Denniston |
|
Vice
President and General Counsel |
|
57 |
|
February
2004 |
|
Scott
C. Donnelly |
|
Senior
Vice President, Global Research |
|
43 |
|
August
2000 |
|
Shane
Fitzsimons |
|
Vice
President, Financial Planning and Analysis |
|
37 |
|
February
2004 |
|
Yoshiaki
Fujimori |
|
Senior
Vice President, GE Consumer Finance, Asia |
|
53 |
|
June
2001 |
|
Arthur
H. Harper |
|
Senior
Vice President, GE Equipment Services |
|
49 |
|
September
2002 |
|
Benjamin
W. Heineman, Jr. |
|
Senior
Vice President, Law and Public Affairs and Secretary |
|
61 |
|
September
1987 |
|
Joseph
M. Hogan |
|
Senior
Vice President, GE Healthcare Technologies |
|
47 |
|
November
2000 |
|
John
Krenicki, Jr. |
|
Senior
Vice President, GE Advanced Materials |
|
42 |
|
March
2000 |
|
Michael
A. Neal |
|
Senior
Vice President, GE Commercial Finance |
|
51 |
|
September
2002 |
|
David
R. Nissen |
|
Senior
Vice President, GE Consumer Finance |
|
53 |
|
September
2002 |
|
James
A. Parke |
|
Senior
Vice President, and Chief Financial
Officer,
GE Capital |
|
59 |
|
September
2002 |
|
Ronald
R. Pressman |
|
Senior
Vice President, GE Insurance Solutions |
|
46 |
|
September
2002 |
|
Gary
M. Reiner |
|
Senior
Vice President and Chief Information Officer |
|
50 |
|
January
1991 |
|
John
G. Rice |
|
Senior
Vice President, GE Energy |
|
48 |
|
September
1997 |
|
Keith
S. Sherin |
|
Senior
Vice President, Finance and Chief Financial Officer |
|
46 |
|
January
1999 |
|
Lloyd
G. Trotter |
|
Senior
Vice President, GE Consumer & Industrial |
|
59 |
|
November
1992 |
|
William
A. Woodburn |
|
Senior
Vice President, GE Infrastructure |
|
54 |
|
June
2001 |
|
Robert
C. Wright |
|
Vice
Chairman of the Board and Executive Officer |
|
61 |
|
July
2000 |
All
Executive Officers are elected by the Board of Directors for an initial term
which continues until the Board meeting immediately preceding the next annual
statutory meeting of shareowners, and thereafter are elected for one-year terms
or until their successors have been elected. All Executive Officers have been
executives of GE for the last five years except Sir William M. Castell. Prior to
joining GE in April 2004, Sir William Castell was the CEO of Amersham plc, since
1989.
The
policies comprising GE’s code of conduct are set forth in the Company’s
integrity manual, Integrity: The
Spirit and the Letter of Our Commitment.
These policies satisfy the SEC’s requirements for a “code of ethics,” and apply
to all directors, officers and employees. The integrity manual is published on
the integrity section of the Company’s website at www.ge.com.
The board will not permit any waiver of any ethics policy for any director or
executive officer.
The
remaining information called for by this item is incorporated by reference to
“Election of Directors,” “Board of Directors and Committees,” “Information
Relating to Directors, Nominees and Executive Officers” and “Additional
Information” in the definitive proxy statement relating to the registrant’s
Annual Meeting of Shareowners to be held April 27, 2005.
Item
11. Executive Compensation
Incorporated
by reference to “Information Relating To Directors, Nominees and Executive
Officers,” “Contingent Long-Term Performance Awards,” “Summary Compensation
Table,” “Stock Options,” “Compensation Committee Report,” “Five-Year Financial
Performance Graph: 2000-2004” and “Retirement Benefits” in the definitive proxy
statement relating to the registrant’s Annual Meeting of Shareowners to be held
April 27, 2005.
Item
12. Security Ownership of Certain Beneficial Owners and
Management
Incorporated
by reference to “Information Relating to Directors, Nominees and Executive
Officers” in the registrant’s definitive proxy statement relating to its Annual
Meeting of Shareowners to be held April 27, 2005.
The
remaining information called for by this item relating to “Securities Authorized
for Issuance under Equity Compensation Plans” is incorporated by reference to
note 25 on pages 100-101 of the Annual Report to Shareowners for the fiscal year
ended December 31, 2004.
Item
13. Certain Relationships and Related Transactions
Incorporated
by reference to “Information Relating to Directors, Nominees and Executive
Officers” in the registrant’s definitive proxy statement relating to its Annual
Meeting of Shareowners to be held April 27, 2005.
Item
14. Principal Accounting Fees and Services
Incorporated
by reference to “Independent Auditor” in the registrant’s definitive proxy
statement relating to its Annual Meeting of Shareowners to be held April 27,
2005.
Part
IV
Item
15. Exhibits and Financial Statement Schedules
|
(a)1.
|
Financial
statements applicable to General Electric Company and consolidated
affiliates are contained on the page(s) indicated in the GE Annual Report
to Shareowners for the fiscal year ended December 31, 2004, a copy of
which is attached as Exhibit 13. |
| |
Annual
Report
Page(s) |
| |
|
|
Statement
of earnings for the years ended December 31, 2004, 2003 and
2002 |
72 |
|
Consolidated
statement of changes in shareowners’ equity for the years
ended
December 31, 2004, 2003 and 2002 |
72 |
|
Statement
of financial position at December 31, 2004 and 2003 |
74 |
|
Statement
of cash flows for the years ended December 31, 2004, 2003 and
2002 |
76 |
|
Management’s
annual report on internal control over financial reporting |
47 |
|
Report
of independent registered public accounting firm |
47 |
|
Other
financial information: |
|
|
Notes
to consolidated financial statements |
53,
78-111 |
|
Operating
segment information |
52-58
103
110-111 |
|
Geographic
segment information |
58-59
and 103 |
|
Operations
by quarter (unaudited) |
109 |
|
(a)2.
|
The
schedules listed in Reg. 210.5-04 have been omitted because they are not
applicable or the required information is shown in the consolidated
financial statements or notes thereto. |
|
|
|
(a)3.
|
Exhibit
Index |
|
|
| |
(3)
|
The
Certificate of Incorporation, as amended, and By-Laws, as amended, of
General Electric Company (Incorporated by reference to Exhibit (3) of
General Electric’s Current Report on Form 8-K dated April 27, 2000
(Commission file number 1-35)). |
|
|
| |
4(a) |
Amended
and Restated General Electric Capital Corporation (GECC) Standard Global
Multiple Series Indenture Provisions dated as of February 27, 1997
(Incorporated by reference to Exhibit 4(a) to GECC’s Registration
Statement on Form S-3, File No. 333-59707 (Commission file number
1-6461)). |
|
|
| |
4(b)
|
Third
Amended and Restated Indenture dated as of February 27, 1997 between GECC
and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan
Bank), as successor trustee (Incorporated by reference to Exhibit 4(c) to
GECC’s Registration Statement on Form S-3, File No. 333-59707 (Commission
file number 1-6461)). |
|
|
| |
4(c)
|
First
Supplemental Indenture dated as of May 3, 1999, supplemental to Third
Amended and Restated Indenture dated as of February 27, 1997 (Incorporated
by reference to Exhibit 4(dd) to GECC’s Post-Effective Amendment No. 1 to
Registration Statement on Form S-3, File No. 333-76479 (Commission file
number 1-6461)). |
|
|
| |
4(d)
|
Second
Supplemental Indenture dated as of July 2, 2001, supplemental to Third
Amended and Restated Indenture dated as of February 27, 1997 (Incorporated
by reference to Exhibit 4 (f) to GECC’s Post-Effective Amendment No.1 to
Registration Statement on Form S-3, File No. 333-40880 (Commission file
number 1-6461)). |
|
|
| |
4(e)
|
Third
Supplemental Indenture dated as of November 22, 2002, supplemental to
Third Amended and Restated Indenture dated as of February 27, 1997
(Incorporated by reference to Exhibit 4(cc) to GECC’s Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3, File No.
333-100527 (Commission file number 1-6461)). |
|
|
| |
4(f)
|
Senior
Note Indenture dated as of January 1, 2003, between GE and The Bank of New
York, as trustee for the senior debt securities. (Incorporated by
reference to Exhibit 4(a) to GE’s Current Report on Form 8-K filed on
January 29, 2003 (Commission file number 1-35)). |
|
|
| |
4(g)
|
Form
of Global Medium-Term Note, Series A, Fixed Rate Registered Note
(Incorporated by reference to Exhibit 4(m) to GECC’s Registration
Statement on Form S-3, File No. 333-100527 (Commission file number
1-6461)). |
|
|
| |
4(h)
|
Form
of Global Medium-Term Note, Series A, Floating Rate Registered Note
(Incorporated by reference to Exhibit 4(n) to the GECC’s Registration
Statement on Form S-3, File No. 333-100527 (Commission file number
1-6461)). |
|
|
| |
4(i)
|
Form
of LIBOR Floating Rate Note (Incorporated by reference to Exhibit 4 of
General Electric’s Current Report on Form 8-K dated October 29, 2003
(Commission file number 1-35)). |
|
|
| |
4(j) |
Fifth
Amended and Restated Fiscal and Paying Agency Agreement among GECC, GE
Capital Australia Funding Pty Ltd, GE Capital European Funding, GE Capital
Canada Funding Company, GE Capital UK Funding and JPMorgan Chase Bank
N.A., J.P. Morgan Bank Luxembourg, S.A. and J.P. Morgan Bank (Ireland)
p.l.c., dated as of May 21, 2004 (Incorporated by reference to Exhibit
4(f) to General Electric Capital Services, Inc.’s Form 10-K Report for the
fiscal year ended December 31, 2004). |
|
|
| |
4(k)
|
Agreement
to furnish to the Securities and Exchange Commission upon request a copy
of instruments defining the rights of holders of certain long-term debt of
the registrant and consolidated subsidiaries.* |
|
|
| |
(10)
|
All
of the following exhibits consist of Executive Compensation Plans or
Arrangements: |
|
|
| |
|
(a)
|
General
Electric Incentive Compensation Plan, as amended effective July 1, 1991
(Incorporated by reference to Exhibit 10(a) to General Electric Annual
Report on Form 10-K (Commission file number 1-35) for the fiscal year
ended December 31, 1991). |
|
|
| |
|
(b)
|
General
Electric Financial Planning Program, as amended through September 1993
(Incorporated by reference to Exhibit 10(h) to General Electric Annual
Report on Form 10-K (Commission file number 1-35) for the fiscal year
ended December 31, 1993). |
|
|
| |
|
(c)
|
General
Electric Supplemental Life Insurance Program, as amended February 8, 1991
(Incorporated by reference to Exhibit 10(i) to General Electric Annual
Report on Form 10-K (Commission file number 1-35) for the fiscal year
ended December 31, 1990). |
|
|
| |
|
(d)
|
General
Electric 1987 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(k) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1987). |
|
|
| |
|
(e)
|
General
Electric 1991 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(n) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1990). |
|
|
| |
|
(f)
|
General
Electric 1994 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(o) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1993). |
|
|
| |
|
(g)
|
General
Electric Directors’ Charitable Gift Plan, as amended through December 2002
(Incorporated by reference to Exhibit 10(i) to General Electric Annual
Report on Form 10-K (Commission file number 1-35) for the fiscal year
ended December 31, 2002). |
|
|
| |
|
(h)
|
General
Electric Leadership Life Insurance Program, effective January 1, 1994
(Incorporated by reference to Exhibit 10(r) to General Electric Annual
Report on Form 10-K (Commission file number 1-35) for the fiscal year
ended December 31, 1993). |
|
|
| |
|
(i)
|
General
Electric 1996 Stock Option Plan for Non-Employee Directors (Incorporated
by reference to Exhibit A to the General Electric Proxy Statement for its
Annual Meeting of Shareowners held on April 24, 1996 (Commission file
number 1-35)). |
|
|
| |
|
(j)
|
General
Electric 1995 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(t) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1995). |
|
|
| |
|
(k)
|
General
Electric 1996 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(v) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1996). |
|
|
| |
|
(l)
|
General
Electric 1997 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(t) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1997). |
|
|
| |
|
(m)
|
General
Electric 1990 Long-Term Incentive Plan as restated and amended effective
August 1, 1997 (Incorporated by reference to Exhibit 10(u) to General
Electric Annual Report on Form 10-K (Commission file number 1-35) for the
fiscal year ended December 31, 1997). |
|
|
| |
|
(n)
|
General
Electric 1998 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(v) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1998). |
|
|
| |
|
(o)
|
General
Electric 1999 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(v) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31,
1999). |
|
|
| |
|
(p)
|
General
Electric 2000 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(u) to General Electric Annual Report on Form 10-K (Commission
file number 1-35) for the fiscal year ended December 31, 2000).
|
|
|
| |
|
(q)
|
General
Electric Supplementary Pension Plan, as amended effective January 1,
2005.* |
|
|
| |
|
(r)
|
Form
of GE Executive Life Insurance Agreement provided to GE officers, as
revised November 2003.* |
|
|
| |
|
(s)
|
General
Electric 2001 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(x) to General Electric Report on Form 10-K (Commission file
number 1-35) for the fiscal year ended December 31,
2001). |
|
|
| |
|
(t) |
General
Electric 2003 Non-Employee Director Compensation Plan (Incorporated by
reference to Exhibit 10(w) to General Electric Report on Form 10-K
(Commission file number 1-35) for the fiscal year ended December 31,
2002). |
|
|
| |
|
(u)
|
General
Electric 2003 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10(x) to General Electric Report on Form 10-K (Commission file
number 1-35) for the fiscal year ended December 31,
2002). |
|
|
| |
|
(v)
|
Amendment
No. 1 to General Electric 1990 Long-Term Incentive Plan as restated and
amended effective August 1, 1997 (Incorporated by reference to Exhibit
10(y) to General Electric Report on Form 10-K (Commission file number
1-35) for the fiscal year ended December 31, 2002). |
|
|
| |
|
(w) |
Amendment
to Nonqualified Deferred Compensation Plans, dated as of December 14,
2004.* |
|
|
| |
|
(x) |
GE
Retirement for the Good of the Company Program, as amended effective
January 1, 2005.* |
|
|
| |
|
(y) |
GE
Excess Benefits Plan, effective July 1, 2003.* |
|
|
| |
|
(z) |
General
Electric 2002 Executive Deferred Salary Plan.* |
|
|
| |
(11)
|
Statement
re Computation of Per Share Earnings.** |
|
|
| |
(12) |
Computation
of Ratio of Earnings to Fixed Charges.* |
|
|
| |
(13)
|
GE’s
2004 Annual Report to Shareowners, certain sections of which have been
incorporated herein by reference.* |
|
|
| |
(21)
|
Subsidiaries
of Registrant.* |
|
|
| |
(23)
|
Consent
of independent registered public accounting firm incorporated by reference
in each Prospectus constituting part of the Registration Statements on
Form S-3 (Registration Nos. 33-50639, 33-39596, 33-39596-01, 33-29024,
333-59671, 333-120155, 333-72566, 333-104526, and 333-110771), on Form S-4
(Registration No. 333-107556), and on Form S-8 (Registration Nos.
333-01953, 333-42695, 333-74415, 333-83164, 333-98877, 333 94101,
333-65781, 333-88233, 333-117855, 333-99671 and
333-102111).* |
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|
| |
(24)
|
Power
of Attorney.* |
|
|
| |
31(a)
|
Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as amended. * |
|
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| |
31(b)
|
Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as amended.* |
|
|
| |
(32)
|
Certification
Pursuant to 18 U.S.C. Section 1350.* |
|
|
| |
99(a) |
Income
Maintenance Agreement, dated March 28, 1991, between the registrant and
General Electric Capital Corporation (Incorporated by reference to Exhibit
28(a) to General Electric Annual Report on Form 10-K (Commission file
number 1-35) for the fiscal year ended December 31,
1990). |
|
|
| |
99(b) |
Undertaking
for Inclusion in Registration Statements on Form S-8 of General Electric
Company (Incorporated by reference to Exhibit 99(b) to General Electric
Annual Report on Form 10-K (Commission file number 1-35) for the fiscal
year ended December 31, 1992). |
|
|
| |
99(c) |
Letter,
dated February 4, 1999, from Dennis D. Dammerman of General Electric
Company to Denis J. Nayden of General Electric Capital
Corporation pursuant to which General Electric Company agrees to provide
additional equity to General Electric Capital Corporation in conjunction
with certain redemptions by General Electric Capital Corporation of shares
of its Variable Cumulative Preferred Stock. (Incorporated by reference to
Exhibit 99 (g) to General Electric Capital Corporation’s Post-Effective
Amendment No. 1 to Registration Statement on Form S-3, File No.
333-59707) (Commission file number 1-6461). |
|
|
|
* |
Filed
electronically herewith. |
|
** |
Information
required to be presented in Exhibit 11 is provided in note 8 to the 2004
Annual Report to Shareowners in accordance with the provisions of FASB
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings
per Share. |
Signatures
Pursuant
to the requirements of Section 13 of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report on Form 10-K for the fiscal year
ended December 31, 2004, to be signed on its behalf by the undersigned, and in
the capacities indicated, thereunto duly authorized in the Town of Fairfield and
State of Connecticut on the 1st
day of March 2005.
| |
|
General
Electric Company
(Registrant) |
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| |
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| |
|
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|
| |
By
|
/s/
Keith S. Sherin |
|
| |
|
Keith
S. Sherin
Senior
Vice President, Finance and
Chief
Financial Officer
(Principal
Financial Officer) |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
| |
Signer |
|
Title |
|
Date |
| |
|
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|
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| |
|
|
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|
| |
|
|
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|
| |
/s/
Keith S. Sherin |
|
Principal
Financial Officer |
|
March
1, 2005 |
| |
Keith
S. Sherin
Senior
Vice President, Finance and
Chief
Financial Officer |
|
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| |
|
|
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|
| |
/s/
Philip D. Ameen |
|
Principal
Accounting Officer |
|
March
1, 2005 |
| |
Philip
D. Ameen
Vice
President and Comptroller |
|
|
|
|
| |
|
|
|
|
|
| |
Jeffrey
R. Immelt* |
|
Chairman
of the Board of Directors
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
|
| |
James
I. Cash, Jr.* |
|
Director |
|
|
| |
William
M. Castell* |
|
Director |
|
|
| |
Dennis
D. Dammerman* |
|
Director |
|
|
| |
Ann
M. Fudge* |
|
Director |
|
|
| |
Claudio
X. Gonzalez* |
|
Director |
|
|
| |
Andrea
Jung* |
|
Director |
|
|
| |
Alan
G. Lafley* |
|
Director |
|
|
| |
Kenneth
G. Langone |
|
Director |
|
|
| |
Ralph
S. Larsen* |
|
Director |
|
|
| |
Rochelle
B. Lazarus* |
|
Director |
|
|
| |
Sam
Nunn* |
|
Director |
|
|
| |
Roger
S. Penske |
|
Director |
|
|
| |
Robert
J. Swieringa* |
|
Director |
|
|
| |
Douglas
A. Warner III* |
|
Director |
|
|
| |
Robert
C. Wright* |
|
Director |
|
|
| |
|
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| |
A
majority of the Board of Directors |
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*By |
/s/
Michael R. McAlevey |
|
|
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|
| |
Michael
R. McAlevey
Attorney-in-fact
March
1, 2005 |
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|